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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, 2008 to December 31, 2008

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):

Annual Report

December 31, 2008

Classes ADV, I and S

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

n ING JPMorgan Mid Cap Value Portfolio

n ING Legg Mason Partners Aggressive Growth Portfolio

n ING Neuberger Berman Partners 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 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.

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MUTUAL FUNDS

TABLE OF CONTENTS

President's Letter					1

Market Perspective					2

Portfolio Managers' Report					4

Shareholder Expense Examples					44

Report of Independent Registered Public Accounting Firm					48

Statements of Assets and Liabilities					49

Statements of Operations					59

Statements of Changes in Net Assets					64

Financial Highlights					74

Notes to Financial Statements					81

Portfolios of Investments					109

Tax Information					242

Director and Officer Information					244

Advisory Contract Approval Discussion					249

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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.

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PRESIDENT'S LETTER

Dear Shareholders,

We are in the midst of one of the most challenging periods ever faced by investors, and we at ING Funds are aware of the anxiety that you may be feeling at this time.

I want to assure you that we are actively engaged in monitoring the situation and are committed to keeping you fully informed of how the rapidly unfolding events around us may impact your investments with our company.

We recognize that the confidence of many investors is being tested, perhaps as never before. It is understandable that some of you may be second guessing your investment strategy due to these recent events. We encourage you to work with your investment professional and seek out their advice about your portfolio in light of the current conditions. But we also urge investors not to make rash decisions. ING Funds still believes that a well-diversified, globally allocated portfolio remains the most effective investment strategy of all. We ask that investors not lose sight of their commitment to the long-term.

We thank you for your support and confidence and we look forward to continuing to do business with you in the future.

Sincerely,

Shaun Mathews
President & Chief Executive Officer
ING Funds
January 23, 2009

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. Consider the fund's investment objectives, risks, and charges and expenses carefully before investing. The prospectus contains this information and other information about the fund.

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, 2008

In our semi-annual report, we described a failed second quarter rally that fizzled when investors realized that borderline recessionary conditions and a credit crunch had not gone away. By year-end, governments were committing previously unimaginable sums of taxpayer money to prevent systemic collapse. Global equities in the form of the MSCI World^® Index⁽¹⁾ measured in local currencies, including net reinvested dividends ("MSCI" for regions discussed below) plunged 29.70% in the six months ended December 31, 2008 (down 38.70% for the entire fiscal year). (The MSCI World^® Index plunged 40.71% for the entire fiscal year, measured in U.S. dollars.) In currencies, the dollar at first drifted near record lows against the euro. But the tide turned in mid-July and for the six months ended December 31, 2008, the dollar strengthened by 12.10% (4.50% for the entire fiscal year). The dollar also soared 37.80% against the pound for the six months ended December 31, 2008 (37.90% for the entire fiscal year). But the yen advanced as carry trades (essentially short yen positions) were unwound and the dollar fell 14.90% for the six months ended December 31, 2008 (down 19.60% for the entire fiscal year).

Even more dramatic was the price of oil which marched to an all-time high of around $147 per barrel in mid-July, only to lose more than two thirds of that price by December 31, 2008.

The economic statistics remained bleak. By the end of October, the Standard & Poor's ("S&P")/Case-Shiller National U.S. Home Price Index⁽²⁾ of house prices had fallen a record 18% over the year. New home sales were at 1991 levels. Some 45% of existing home sales were distressed.

Payrolls declined in every month of 2008, as the number of people claiming unemployment reached 4.1 million, a 26-year high. Gross domestic product ("GDP") fell at an annualized rate of 0.50% in the third quarter, and the National Bureau of Economic Research announced that the recession had actually started in December 2007.

Yet these were side-shows to the fireworks display in the financial sector, where major institutions — hanging by a thread through problems rooted in unwise mortgage borrowing, lending and investment — met different fates in September 2008 at the hands of the U.S. government.

The Federal National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage Corporation ("Freddie Mac") were taken into "conservatorship." Merrill Lynch was acquired by the Bank of America with a wink from the authorities. AIG received an $85 billion loan from a reluctant government, which also took a 79.90% equity stake in AIG. But Lehman Brothers having sought capital, then a buyer, found neither and was left to file for Chapter 11 bankruptcy protection.

The U.S. government was now in the position of choosing winners and losers among financial institutions: none too successfully, for it quickly became obvious that by pointedly leaving Lehman Brothers to go under, a credit crisis had become a credit market collapse. Lending all but seized up.

Policy response was huge but at least initially muddled. A Troubled Asset Relief Plan ("TARP") would set up a $700 billion fund to buy illiquid mortgage securities from financial institutions. But on November 12, 2008 with half of the money already used to recapitalize banks, Treasury Secretary Paulson announced that the rest of the funds would not be used to buy illiquid mortgage securities after all. This merely renewed the pressure on the holders of such securities like Citigroup, which within two weeks received guarantees from the government against losses and another $20 billion in capital.

Other programs were of more practical use, like support for the commercial paper market and a guarantee facility for money market funds. Arguably the most effective measure was the announced intention to buy vast quantities of agency mortgage-backed securities and debentures. This had the effect of driving down rates on the 30-year mortgage towards 5.00%, a record low. In the meantime, the newly-elected president promised a stimulus package worth approximately $1 trillion. And by year end, the Federal Open Market Committee ("FOMC") reduced interest rates to a range of between 0% and 0.25%.

2008 ended with much gloom and bad news still to come, but the platform for recovery was perhaps taking shape.

In U.S. fixed-income markets, yields on the 90-day Treasury Bills briefly turned negative in December 2008, while the yield on the ten-year Treasury Note fell below 2.50%, something we had not seen in 50 years. The Barclays Capital U.S. Aggregate Bond Index⁽³⁾, formerly known as the Lehman Brothers U.S. Aggregate Bond Index, of investment grade bonds returned 4.10% for the six months ended December 31, 2008, (5.20% for the entire fiscal year). By contrast, high yield bonds,

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2008

represented by the Barclays Capital High Yield Bond — 2% Issuer Constrained Composite Index⁽⁴⁾, formerly known as the Lehman Brothers High Yield Bond — 2% Issuer Constrained Composite Index, behaved more like a stock index and returned (25.10)% for the six months ended December 31, 2008 (down 25.90% for the entire fiscal year).

U.S. equities, represented by the S&P 500^® Composite Stock Price ("S&P 500^®") Index⁽⁵⁾, including dividends, returned (28.50)% for the six months ended December 31, 2008, (down 37.00% for the entire fiscal year), increasingly unimpressed by sharply falling oil prices. Profits for S&P 500^® Index companies suffered their fifth straight quarter of decline, led again by the financials sector, although taxpayer money was also potentially committed to save the big three auto makers from bankru ptcy. On November 20, 2008, the S&P 500^® Index plumbed a level not seen since April 1997, before a December recovery.

In international markets, plainly entering recession, the MSCI Japan^® Index⁽⁶⁾ slumped 35.90% for the six months ended December 31, 2008, (down 42.60% for the entire fiscal year). The strengthening yen hit exports in an export-dependent economy even as global demand slowed for other reasons. The MSCI Europe ex UK^® Index⁽⁷⁾ sagged 29.40% for the six months ended December 31, 2008 (down 43.20% for the entire fiscal year), beset by sharply falling economic activity and a European Central Bank in denial that inflation was falling fast. Finally, rates were reduced by an unprecedented 175 basis points (or 1.75%) in two months near the end of the year while governments, one after the other, proposed large stimulus packages. In the UK, the MSCI UK^® Index⁽⁸⁾ fell 19.40% for the six months ended December 31, 2008 (down 28.50% for the entire fiscal year). The UK had allowed a bigger housing bubble than the United States and deeper personal indebtedness in an economy more dependent on the financial sector. Rates were reduced to 1951 levels as venerable banks ceased to exist as independent entities.

⁽¹⁾ The MSCI World^® Index 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 S&P/Case-Shiller National U.S. Home Price Index tracks the value of single-family housing within the United States. The index is a composite of single-family home price indices for the nine U.S. Census divisions and is calculated quarterly.

⁽³⁾ The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁴⁾ The Barclays Capital High Yield Bond — 2% Issuer Constrained Composite Index is an unmanaged index that measures the performance of non-investment grade fixed-income securities.

⁽⁵⁾ 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.

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

⁽⁷⁾ The MSCI Europe ex UK^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.

⁽⁸⁾ 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 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, 2008, the Portfolio's Class S shares provided a total return of (36.99)% 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 (36.85)% and (37.00)%, respectively, for the same period.

Portfolio Specifics: Extraordinary, if not unprecedented market conditions characterized the period. Few investors anticipated the scope of the credit crunch, which grew into a full-blown financial crisis. In the stock market, volatility was extreme on a day-to-day basis as investors lost confidence in the financial system and worried about the government's ability to remedy the situation. U.S. equity indexes were universally down for the 12-month period, with value and growth stocks generally providing similar returns.

The Portfolio's holdings in the healthcare sector contributed to relative results. During difficult economic times or periods of stock market turbulence, investors often regard healthcare stocks as lower-risk, defensive investments. Moreover, our preference for large industry leaders proved advantageous. A significant holding was Abbott Laboratories, which develops and manufactures laboratory diagnostics, medical devices and pharmaceutical therapies.

The Portfolio's relative returns also benefited from effective security selection in information technology, primarily from large leading software and technology companies. A notable contributor was Hewlett-Packard Co., a computer and peripheral maker.

The Portfolio's positioning within the materials sector boosted relative performance. For some time, the share prices of metals and mining firms have been momentum-driven; many have not met the management team's valuation criteria and thus have not merited sizeable exposure. This limited exposure was particularly beneficial when commodities prices fell during the final months of 2008.

Despite an underweight, the financials sector was the Portfolio's largest source of underperformance versus the Russell 1000^® Value Index. Although the portfolio management team continues to approach the sector with caution and selectivity, the best relative values were the most adversely affected by the financial crisis. In particular, the Portfolio was hampered by its mix of insurance, mortgage finance, and diversified financial services stocks. Three top detractors were financial giant Citigroup, Inc.; life, property and casualty insurer Hartford Financial Services Group, Inc. ("Hartford"); and American International Group ("AIG"), the leading U.S.-based international insurer. The Portfolio's positions in Hartford and AIG have been eliminated.

Current Strategy and Outlook: The portfolio management team takes a fundamental, bottom-up approach, evaluating each company individually on its own merits and building the portfolio from the ground up, one stock at a time.

As of December 31, 2008, the Portfolio was broadly diversified, with continued overweight positions in the information technology and healthcare sectors. Our valuation work contributed to our smaller relative weightings in financials and 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, 2008
(as a percent of net assets)

ExxonMobil Corp.	5.8	%
Chevron Corp.	5.4	%
AT&T, Inc.	4.4	%
General Electric Co.	4.3	%
Pfizer, Inc.	3.4	%
Johnson & Johnson	3.1	%
JPMorgan Chase & Co.	3.0	%
ConocoPhillips	2.9	%
Verizon Communications, Inc.	2.5	%
Royal Dutch Shell PLC ADR — Class A	2.4	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund — Class I.

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, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S December 10, 2001
Class ADV		(37.19	)%		(4.12	)%		(2.85	)%
Class I		(36.86	)%		(3.64	)%		(2.35	)%
Class S		(36.99	)%		(3.87	)%		(2.59	)%
Russell 1000^® Value Index⁽¹⁾		(36.85	)%		(0.79	)%		1.10	%⁽³⁾
S&P 500^® Index⁽²⁾		(37.00	)%		(2.19	)%		(1.39	)%⁽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 indices 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 and James Pitman (responsible for the management of the Small Cap Value portion of the Portfolio) and Kevin Toney*, Phillip N. Davidson, and Michael Liss (responsible for the Mid Cap Value portion of the Portfolio), Portfolio Managers of American Century Investment Management, Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class S shares provided a total return of (26.56)% compared to the Russell 2500^TM Value Index⁽¹⁾ and the Standard & Poor's ("S&P") Small Cap 600/CitigroupValue Index⁽²⁾, which returned (31.99)%, and (29.51)%, respectively, for the same period.

Portfolio Specifics: Extraordinary, if not unprecedented market conditions characterized the annual period. Few investors anticipated the scope of the credit crunch, which grew into a full-blown financial crisis. In the stock market, volatility was extreme on a day-to-day basis as investors lost confidence in the financial system and worried about the U.S. government's ability to remedy the situation. U.S. equity indexes were universally down for the year ended December 31, 2008, with value and growth stocks generally providing similar returns.

Small Cap Value** — Against this backdrop, the Portfolio benefited from positions in the consumer discretionary, industrials, and information technology sectors. In consumer discretionary, security selection in the hotels, restaurants and leisure segment was a plus. A top holding was casual restaurant chain, Chipotle Mexican Grill. Within industrials, investments in construction and engineering, machinery, and commercial services and supplies contributed. Holdings among software and semiconductor companies added value. A notable contributor was data management software maker, Sybase. The weakest performing sectors were financials and energy. In financials, investments among commercial banks and capital markets firms slowed relative results. A top detractor was MCG Capital Corp., which provides capital to finance activities such as acquisitions, recapitalizati ons, and buyouts. In energy, holdings among energy equipment and services companies, such as Global Industries Ltd., hampered progress.

Mid Cap Value** — Against this backdrop, the Portfolio benefited from positions in the consumer discretionary, financials, and utilities sectors. In consumer discretionary, an underweight and strong security selection, including a lack of exposure to media companies or internet and catalog retailers, was advantageous. In financials, investments among thrifts and insurance companies added value. Two top holdings were People's United Financial and The Chubb Corp. In utilities, the Portfolio did not own any independent power producers, which contributed to relative progress. Furthermore, its holdings in electric and gas utilities boosted results. Although the Portfolio received positive relative contributions from all 10 sectors in which it was invested, performance was hampered by certain holdings and by select underweights. For example, the financials sector p rovided top detractor, AllianceBernstein Holding LP.

Current Strategy and Outlook: The management team takes a fundamental, bottom-up approach, evaluating each company individually on its own merits and building the Portfolio from the ground up, one stock at a time. In searching for companies that we believe are undervalued, the team will structure exposure to stocks and market segments as warranted based on the attractiveness of individual companies.

Small Cap Value** — As of December 31, 2008, the Portfolio was broadly diversified, with an overweight position in energy and an underweight position in financials relative to the benchmark.

Mid Cap Value** — As of December 31, 2008, we continued to see opportunities in consumer staples and healthcare 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.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Aspen Insurance Holdings Ltd.	1.9	%
Marsh & McLennan Cos., Inc.	1.2	%
HCC Insurance Holdings, Inc.	1.1	%
iShares Russell 2000 Index Fund	1.1	%
Kimberly-Clark Corp.	0.9	%
Molex, Inc.	0.9	%
WGL Holdings, Inc.	0.9	%
Westar Energy, Inc.	0.9	%
Beckman Coulter, Inc.	0.9	%
Parametric Technology Corp.	0.9	%

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

Portfolio holdings are subject to change daily.

* Effective August 29, 2008, Kevin Toney replaced Scott Moore as portfolio manager to the Portfolio.

** For purposes of these discussions, "the Portfolio" refers to each respectively managed portion of ING American Century Small-Mid Cap Value Portfolio.

PORTFOLIO MANAGERS' REPORT

ING AMERICAN CENTURY SMALL-MID CAP VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S May 1, 2002
Class ADV		(26.69	)%		1.26	%		2.39	%
Class I		(26.37	)%		1.75	%		2.89	%
Class S		(26.56	)%		1.50	%		2.64	%
Russell 2500^TM Value Index⁽¹⁾		(31.99	)%		(0.15	)%		2.45	%
S&P SmallCap 600/Citigroup Value Index⁽²⁾		(29.51	)%		0.90	%		1.74	%

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 Andrew Peck*, Senior Vice President, of BAMCO, Inc. ("BAMCO") — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class I shares provided a total return of (41.04)% compared to the Russell Midcap^® Growth Index⁽¹⁾ and the Russell Midcap^® Index⁽²⁾, which returned (44.32)% and (41.46)%, respectively, for the same period.

Portfolio Specifics: The sectors that positively impacted the Portfolio's performance relative to the Russell Midcap^® Growth Index were industrials and information technology. Performance attribution for both sectors was positive mainly due to stock selection.

The financial sector had the largest negative impact led by its investments in CME Group, Inc. ("CME") and CB Richard Ellis Group, Inc ("CB Richard Ellis"). CME's share price declined as the company's trading volumes disappointed expectations. The credit crisis negatively impacted CME's volumes through several channels. Unprecedented volatility and dislocations in the credit markets caused CME's interest rate products to be less effective than usual for traditional hedging and speculating strategies. In addition, across product categories customers had less access to credit and therefore capital with which to trade. CB Richard Ellis performed poorly in 2008 (along with most commercial real estate stocks) as the combination of a slowdown in leasing and investment sales activity, rising cap rates, and credit market concerns weighed on the shares. Though we believe that the commercial real estate market will continue to face headwinds in 2009, we believe that most of these concerns are discounted in the stock at this stage.

The consumer discretionary sector had the second largest negative impact, mainly due to Lamar Advertising Co. ("Lamar") and Wynn Resorts Ltd. ("Wynn"). Lamar shares had softened early in the year, as advertising demand started to slow, and the shares weakened substantially starting in September, as evidence mounted of a more substantial economic and advertising recession. Adding to this was a constrained credit environment, as investors grew concerned about potential refinancing risk. Still, unlike other traditional media, the outdoor advertising business is experiencing little, if any audience erosion, and therefore, we believe should outgrow other media in a cyclical recovery. In the meantime, the company is managing the business with a keen eye on costs and capital expenditures, and has taken the steps necessary to produce significant free cash flow and avoid violating any of its credit covenants during this difficult time. With a longsta nding management in place, with experience through many past cycles and having strong relationships with its lenders for decades, we believe the company should be well positioned to manage through this difficult time toward an eventual recovery. Wynn's stock fell because both properties, Macau and Las Vegas are anticipated to have lower than expected earnings.

The healthcare sector also had a negative impact. Investors turning to traditionally defensive healthcare services stocks in 2008 did not find much safety. Our facility based stocks — hospitals and nursing homes — were hit hard by concerns over admission trends, bad debt and negative patient mix as growing unemployment and years of cost shifting made affordability an issue even for the insured. Assisted living stocks got hammered as seniors, unable to sell their homes, delayed move-ins and worries mounted over the negative leverage of lower occupancy and indications the industry was resorting to discounting and promotions. Lastly, investors dumping companies with levered balance sheets, with little regard for underlying cash flows, covenant cushions or maturity schedules, also pressured our holdings.

The top five most positively impacting stocks were DeVry, Inc., CH Robinson Worldwide, Inc., Arch Capital Group Ltd., Choice Hotels International, Inc. and Ecolab, Inc. The top five most negatively impacting stocks were CME Group, Inc., Lamar Advertising Co., Wynn Resorts Ltd., CB Richard Ellis Group, Inc. and Covance, Inc.

Current Strategy and Outlook: We focus on the long-term fundamental prospects of the businesses in which it invests. We believe we can gain an investment advantage through our independent and exhaustive research of businesses. We attempt to purchase what we believe are great companies with exciting prospects at attractive prices when prospects are misunderstood; markets react to short term events; and/or when experts are wrong.

Top Ten Holdings
as of December 31, 2008
(as a percent of net assets)

Charles Schwab Corp.	4.2	%
Arch Capital Group Ltd.	3.7	%
DeVry, Inc.	3.6	%
CH Robinson Worldwide, Inc.	3.5	%
Stericycle, Inc.	2.9	%
Polo Ralph Lauren Corp.	2.9	%
SAIC, Inc.	2.8	%
Idexx Laboratories, Inc.	2.7	%
Gartner, Inc.	2.6	%
XTO Energy, Inc.	2.5	%

Portfolio holdings are subject to change daily.

* Effective January 24, 2008, Andrew Peck was named sole lead portfolio manager of the Portfolio.

PORTFOLIO MANAGERS' REPORT

ING BARON ASSET PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			Since Inception of Class ADV January 18, 2006			Since Inception of Class I January 3, 2006			Since Inception of Class S May 3, 2006
Class ADV		(41.20	)%		(11.13	)%		—			—
Class I		(41.04	)%		—			(10.49	)%		—
Class S		(41.06	)%		—			—			(14.24	)%
Russell Midcap^® Growth Index⁽¹⁾		(44.32	)%		(13.84	)%⁽³⁾		(11.79	)%⁽⁴⁾		(15.65	)%⁽⁵⁾
Russell Midcap^® Index⁽²⁾		(41.46	)%		(12.49	)%⁽³⁾		(10.68	)%⁽⁴⁾		(14.55	)%⁽⁵⁾

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^® Growth Index is an unmanaged index that measures the performance of those companies included in the Russell Midcap^® Index with relatively higher price-to-book ratios and higher forcosted growth values.

⁽²⁾ 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.

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

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

⁽⁵⁾ Since inception performance of the index is shown from May 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, 2008, the Portfolio's Class S shares provided a total return of (41.25)% compared to the Russell 2000^® Index⁽¹⁾, which returned (33.79)% for the same period.

Portfolio Specifics: The sectors that positively impacted the Portfolio's performance relative to the Russell 2000^® Index were information technology and materials. Information technology had a positive impact relative to the Russell 2000^® Index due to its underweighting and stock selection and materials was due to its underweighting relative to the index.

The consumer discretionary sector had the largest negative impact, led by Sotheby's, which also had the largest negative impact on the Portfolio. The global economic crunch impacted the art market as collectors were unwilling to speculate at auctions. The downturn in the market led to significant losses on guaranteed pieces.

The financial sector had the second largest negative impact mainly due to its investments in FCStone Group, Inc. ("FCStone") and Cohen & Steers, Inc ("Cohen & Steers"). The sector had a very difficult period as a result of the struggling economy. The falling stock market coupled with heavy investor redemptions led to lower assets under management and a significant reduction in revenue for asset management companies like Cohen & Steers. The operating environment in 2008 became extremely difficult for FCStone's commodity risk consulting and brokerage businesses. Declining government interest rates were a headwind to FCStone's net interest revenue. The credit crisis caused customers to have less access to capital with which to execute hedging strategies. Commodity price volatility caused trading to become more expensive for customers and increased FCStone's financial risk from customer failures. In spite of these difficulties, FCSto ne continued to see growing demand for its products and services.

The energy sector also had a negative impact as the deteriorating world economy led to a drop in oil prices (54% in 2008). In addition, energy stocks were hurt by the tight credit markets. Energy is a capital intensive business, and less available credit is resulting in sharp cuts to drilling budgets and major capital projects. Our energy holdings, for example, FMC Technologies, Inc. and Core Laboratories NV are, in our opinion, in excellent financial condition; however, their customers are scaling back spending plans for 2009 due to low commodity prices and the credit crunch.

The top five most positively impacting stocks were DeVry, Inc., Panera Bread Co., Aecom Technology Corp., Mohawk Industries, Inc. and Choice Hotels International, Inc. The top five most negatively impacting stocks were Sotheby's, SunPower Corp., FCStone Group, Inc., Central European Media Enterprises Ltd. and J. Crew Group.

Current Strategy and Outlook: We focus on the long-term fundamental prospects of the businesses in which it invests. This contrasts with other investors' focus on historical operating results or current earnings expectations. We believe that historical results and the outlook for near-term earnings are often not indicative of superior longer-term prospects that can be identified through its research efforts. We believe we can gain an investment advantage through our independent and exhaustive research of businesses. We attempt to purchase what we believe are great small cap companies with exciting prospects at attractive prices when prospects are misunderstood; markets react to short-term events; and/or when experts are wrong.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

DeVry, Inc.	4.2	%
Ralcorp Holdings, Inc.	2.6	%
Panera Bread Co.	2.5	%
Choice Hotels International, Inc.	2.4	%
MSCI, Inc. — Class A	2.2	%
Under Armour, Inc.	2.1	%
Genesee & Wyoming, Inc.	2.0	%
Aecom Technology Corp.	1.9	%
AMERIGROUP Corp.	1.9	%
Dick's Sporting Goods, Inc.	1.8	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund — Class I.

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, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S May 1, 2002
Class ADV		(41.41	)%		(0.53	)%		1.90	%
Class I		(41.12	)%		(0.02	)%		2.42	%
Class S		(41.25	)%		(0.26	)%		2.17	%
Russell 2000^® Index⁽¹⁾		(33.79	)%		(0.93	)%		0.95	%

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 two investment sleeves. The first sleeve is managed by Christian Stadlinger and Jarl Ginsberg, Portfolio Managers, and the second sleeve* is managed by Stephen Barbaro and Jeremy Javidi, Portfolio Managers, of Columbia Management Advisors, LLC — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class I shares provided a total return of (33.93)% compared to the Russell 2000^® Value Index⁽¹⁾, which returned (28.92)% for the same period.

Portfolio Specifics: Columbia Sleeve I — 2008 marked a disappointing and volatile year for small-cap value stocks as all sectors of the Russell 2000 Value^® Index posted losses. For the year, volatility and a dislocation of fundamentals from stock price movements continued to impact the broader universe of stocks as well as those in the Portfolio. The weakest returns came from the industrial, technology, financials and consumer staples sectors, while the Portfolio experienced positive relative results from the consumer discretionary and telecom sectors. Stock specific returns drove the Portfolio's performance versus the benchmark, yet sector impacts were evident as well. In terms of stock s pecific impact, performance versus the benchmark can be in large part traced to some stock specific weakness in names such as National Financial Partners and Great Atlantic & Pacific Tea Co. ("Great A&P") amongst others. In the case of Great A&P, the stock was weak in spite of the stability of supermarkets in this environment, as the volatility and decreasing risk tolerance punished anyone with "perceived" balance sheet risk. The Portfolio did reap the benefit from positions in companies such as Delta Airlines, Inc., Massey Energy Co. and Community Bank System, Inc. to name a few. Additionally, looking at performance throughout the year, much of the shortfall can be traced to weakness experienced in the third quarter where three factors affected the portfolio. First, the Portfolio had less exposure than the Russell 2000 Value^® Index to the very small-cap, lower quality, high-risk financials that received a short term bounce. These weaker names were pushed higher on the belief that their poor fundamentals had stabilized and the effect was evident across the space including banks, insurance companies and thrifts. Second, the Portfolio's positions in aerospace companies such as BE Aerospace, Inc. and AAR Corp. underperformed as fears of an economic slowdown and a labor strike at a major aircraft maker pressured the sector downward. Last, the high degree of trading volatility during the period caused a dislocation between company fundamentals and stock prices. The Portfolio experienced many examples of companies whose fundamentals had not changed for the worse, yet were pressured. We fully expect that when markets regain some sense of normalcy, fundamentals will be the major determinants of stock price movement.

Columbia Sleeve II — Since its inception on August 29, 2008, the Portfolio was able to add significant value through its holdings and positioning within the consumer discretionary and technology sectors. The strategy was appropriately positioned in the consumer discretionary sector with a strategic underweight, as the Russell 2000^® Value consumer discretionary sector was one of the weaker sectors in the quarter. The Portfolio generated outperformance through strong stock selection in the auto and the retail industry coupled with our avoidance of stocks in the very weak media industry. The technology sector was another positive relative performer. The outperformance was spread across almost all of the industries within the tech sector, as the market was more attracted to stable and quality companies throughout the fourth quarter. IT services sto od out in the sector as a particular bright spot with many of the companies also contributing to our business outsourcing basket. The Portfolio's significant overweight in the healthcare sector helped offset negative stock selection as healthcare underperformed in the fourth quarter. However, a lack of holdings in the pharmaceuticals industry was also major contributor to the underperformance within healthcare. The life science tools industry also was a weak performer in the fourth quarter, due to the slowdown in spending by research companies and hospitals. Negative stock selection within the industrials sector detracted from relative performance. In the airline space, for example, the stocks of the major carriers that were not held in the portfolio rose as oil prices plunged and excess capacity declined. Stock selection within construction and engineering industry was also weak as one portfolio holding with overseas exposure was particularly weak on the fear of a reduction of cement demand by the emerging markets. We feel that this long-term position may substantially benefit the Portfolio in time, as it appears the world wide government response has been centered on increasing infrastructure spending, thereby improving the likelihood of increased cement demand.

Current Strategy and Outlook: Columbia Sleeve I — It is reasonable to assume that a difficult environment will continue into 2009 as the global recession serves as a headwind to many companies and industries. Furthermore, should the dislocation between company fundamentals and stock price movements continue, this will only serve to create additional challenges. However, in similar periods stock prices have tended to lead both heading into and exiting recessionary periods. We believe it is specifically in these types of environments where adherence to our strategy will serve our shareholders best. It is worth reiterating that our strategy entails finding the companies that, based on underlying fundamental s, represent the best value opportunities. We specifically focus on those which show incremental improvements in fundamental metrics, or as we often say "upward inflection points." Our discipline in executing this approach is combined with our diligence in controlling for risk as well. While we naturally will have sector and industry level exposures that vary from the benchmark, we ensure that these variances do not constitute more than a minimal amount of the Portfolio's overall risk exposure. This ensures that the Portfolio is not swayed by unintended bets, but rather driven by our work and success in stock selection that has served us well over various market cycles, and we expect to serve us well throughout the coming year.

Columbia Sleeve II — Throughout the fourth quarter, we began to buy inexpensive beta as the market sell off presented attractive, long term opportunities. The sell off provided a great opportunity to create a strategic overweight within the technology sector, which is now our largest active exposure. Balance sheets are particularly strong within technology and many of the companies are better prepared for a downturn relative to 2000 recession. We believe this exposure will add significant value over our time horizon. At year end, the Portfolio was weighted toward higher-quality companies (consistent with the portfolio managers' philosophy) with stable, positive earnings and low volatility when compared to its peers, and a consistent value bias. We believe that the market will present us with a number of high quality value opportunities, as our competitors' sh ort term view often creates exaggerated market moves. We feel the current positioning of the Portfolio is appropriate as we continually hunt for attractive "value opportunities" to fuel our longer term success.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Platinum Underwriters Holdings Ltd.	1.2	%
Argo Group International Holdings Ltd.	1.2	%
Watson Wyatt Worldwide, Inc.	1.2	%
Bancorpsouth, Inc.	1.2	%
Olin Corp.	1.2	%
Magellan Health Services, Inc.	1.2	%
Omega Healthcare Investors, Inc.	1.2	%
Community Bank System, Inc.	1.2	%
Westar Energy, Inc.	1.2	%
EMCOR Group, Inc.	1.1	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund — Class I.

Portfolio holdings are subject to change daily.

* The second sleeve was added effective August 29, 2008.

** For purposes of these discussions, "the Portfolio" refers to each respectively managed portion of ING Columbia Small Cap Value II Portfolio.

PORTFOLIO MANAGERS' REPORT

ING COLUMBIA SMALL CAP VALUE II PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			Since Inception of Class ADV December 29, 2006			Since Inception of Class I April 28, 2006			Since Inception of Class S May 1, 2006
Class ADV		(34.22	)%		(17.73	)%		—			—
Class I		(33.93	)%		—			(12.77	)%		—
Class S		(34.08	)%		—			—			(12.85	)%
Russell 2000^® Value Index⁽¹⁾		(28.92	)%		(19.92	)%⁽²⁾		(12.72	)%⁽³⁾		(12.72	)%

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 January 1, 2007.

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

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. ("Davis Advisers") — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class S shares provided a total return of (39.22)% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned (37.00)% for the same period.

Portfolio Specifics: The Portfolio's financial companies out-performed the corresponding sector within the S&P 500^® Index, but were still the largest detractors from absolute performance. A higher relative average weighting in this sector detracted from relative performance versus the benchmark. American International Group, Inc. ("AIG"), American Express Co., Merrill Lynch & Co., Inc., Loews Corp., Berkshire Hathaway, Inc., Bank of New York Mellon Corp., and JPMorgan Chase & Co. were among the top detractors from performance. Wells Fargo & Co. was among the top contributors to the Portfolio's performance.

The Portfolio's underweight and adverse stock selection in telecommunications and utilities was a detractor to relative performance. The second largest detractors from absolute performance were energy companies. On a relative basis, the Portfolio's energy companies also underperformed the corresponding sector within the S&P 500^® Index. A higher relative average weighting in this sector also detracted from performance. ConocoPhillips was among the top detractors from performance.

Additional factors contributing to the Portfolio underperforming the S&P 500^® Index included a lower relative average weighting in the healthcare sector than the S&P 500^® Index and weak stock selection in the consumer staples sector.

Like all sectors in the S&P 500^® Index, healthcare companies declined in value over the year; however, on average they declined in value less than the S&P 500^® Index did. Schering-Plough Corp. was among the most important contributors to relative performance. However, the Portfolio's relative performance overall was harmed because it had a lower relative average weighting in this sector, which out-performed (lost less) the S&P 500^® Index.

The Portfolio's consumer staple companies underperformed the average company included in the S&P 500^® Index's consumer staples sector. Costco Wholesale Corp. was among the most important detractors from performance.

Individual companies contributing positively to the Portfolio's absolute performance over the year included H&R Block, Inc. (a consumer discretionary company) and Wal-Mart Stores, Inc. (a consumer staples company). Microsoft Corp. (an information technology company) was an important detractor from performance.

The Portfolio held approximately 10% of its assets in foreign companies as of December 31, 2008. As a whole, these companies underperformed the domestic companies held by the Portfolio during 2008.

Current Strategy and Outlook: Davis Advisors' long-term focus usually results in low portfolio turnover. We do not overreact to past short-term performance from individual holdings on either the upside or the downside. We focus deliberately on the future, considering each company's long-term business fundamentals.

As of December 31, 2008, five companies had dropped out of the Portfolio's top 10 holdings from the end of 2007. Three of these holdings, American Express, Loews, and Microsoft, are still among the Portfolio's top 20 holdings. Four of the five new additions to the Portfolio's top 10 holdings at the end of 2008 were among the Portfolio's top 20 holdings as of the end of 2007.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Costco Wholesale Corp.	4.4	%
Wells Fargo & Co.	4.3	%
JPMorgan Chase & Co.	4.2	%
ConocoPhillips	4.0	%
Berkshire Hathaway, Inc. — Class A	3.9	%
Philip Morris International, Inc.	3.5	%
Devon Energy Corp.	3.3	%
Occidental Petroleum Corp.	2.8	%
Bank of New York Mellon Corp.	2.7	%
EOG Resources, Inc.	2.6	%

* Excludes short-term investments related to commercial paper.

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING DAVIS NEW YORK VENTURE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S December 10, 2001
Class ADV		(39.35	)%		(4.30	)%		(2.19	)%
Class I		(39.06	)%		(3.83	)%		(1.71	)%
Class S		(39.22	)%		(4.07	)%		(1.96	)%
S&P 500^® Index⁽¹⁾		(37.00	)%		(2.19	)%		(1.39	)%⁽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.

Prior to October 31, 2005, the Portfolio was sub-advised by Salomon Brothers Asset Management Inc. Effective October 31, 2005, the Portfolio's principal investment strategies and name changed.

ING JPMORGAN MID CAP VALUE PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING JPMorgan Mid Cap Value Fund (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, 2008, the Portfolio's Class S shares provided a total return of (33.04)% compared to the Russell Midcap^® Value Index⁽¹⁾, which returned (38.44)% for the same period.

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

A top contributor to performance was Public Storage Inc., ("Public Storage") a real estate investment trust ("REIT") that acquires, develops, owns and operates self-storage facilities in the U.S. and Europe. The company reported better-than-expected rental revenue, combined with an unexpected decline in operating expenses and continued currency gains, which resulted in double-digit growth in net operating income year over year. The company also benefited from increased demand for storage space due to the unfortunate increase in foreclosure activity. Public Storage continued to generate strong cash flow, allowing management to pursue strategic options designed to enhance shareholder value.

AutoZone, Inc., the largest U.S. auto parts retail chain, also was a top contributor to performance, as the company's earnings remained resilient throughout the year, despite a steep downturn in U.S. auto sales. The company reported consecutive quarters of better-than-expected earnings aided by improved profit margins and sales to the commercial sector. In addition, the company also expanded the number of its stores during the year to capitalize on increasing demand for replacement parts as car owners tried to extend the life of existing cars in this uncertain economic environment.

Alternatively, Coventry Health Care, Inc., the sixth-largest U.S. health insurer by market value, detracted from results throughout the year following profit warnings and a dampened 2008 outlook from major competitors. These announcements sparked a broad sell-off in the managed healthcare sector and fears of a downturn in business fundamentals for the industry. The company would later reduce its 2008 outlook, prompted by higher medical cost trends in its Medicare and commercial risk businesses as well as lower revenue growth expectations. While we believe that the company can pass through a large portion of its higher costs to members, we believe the environment will remain challenged.

Shares of Williams Cos., Inc., a natural gas producer and pipeline company, declined partly in sympathy with the sector due to the sharp drop in energy prices. Further impacting the stock was weaker-than-expected midstream results from disruptions caused by Gulf Coast storms. We believe that the company remains attractive, as the pipeline business provides reliable cash flows while the exploration and production segments continue to increase its reserve base. During the latest earnings release, the company announced that it is exploring options designed to enhanced shareholder value, which has helped to reduce the stock's volatility.

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 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, 2008
(as a percent of net assets)

Old Republic International Corp.	2.7	%
American Electric Power Co., Inc.	2.5	%
Safeway, Inc.	2.3	%
Cincinnati Financial Corp.	2.1	%
Assurant, Inc.	2.0	%
Ball Corp.	1.8	%
Fortune Brands, Inc.	1.8	%
Republic Services, Inc.	1.8	%
Pacific Gas & Electric Co.	1.8	%
Energen Corp.	1.8	%

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

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, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S May 1, 2002
Class ADV		(33.17	)%		0.62	%		3.22	%
Class I		(32.86	)%		1.13	%		3.74	%
Class S		(33.04	)%		0.88	%		3.48	%
Russell Midcap^® Value Index⁽¹⁾		(38.44	)%		0.33	%		2.46	%

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, Senior Portfolio Manager and Evan Bauman, Managing Director, Portfolio Manager, of ClearBridge Advisors, LLC — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class I shares provided a total return of (39.21)% 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 (38.44)% and (37.00)%, respectively, for the same period.

Portfolio Specifics: In 2008, the S&P 500^® Index decreased the most since 1937, while the Dow Jones Industrial Average dropped 34% for its worst year since 1931. Not only was the decline sharp, but it was extraordinarily broad based, with every sector in the S&P 500^® Index down over 15% and more than half of the sectors down over 30% (financials reported the biggest decline, losing 55%). The decline was certainly not limited to the United States as exactly 1 global market out of 69 in the MSCI Indexes rose in 2008 (Tunisia), with 28 national benchmarks losing more than half of their value.

For the year 2008, overall sector allocation made a positive contribution to the Portfolio's relative performance, while overall stock selection detracted from relative performance. Overweight positions in the healthcare and consumer discretionary sectors and an underweight position in the information technology sector helped relative performance. The Portfolio had no significant holdings in the materials or utilities sectors, which also helped performance. An overweight position in the Energy sector detracted from relative performance. The Portfolio had no significant holdings in the consumer staples sector, which also hurt performance during the year.

Stock selection in the healthcare and industrials sectors made positive contributions to Portfolio performance, while stock selection in the financials, information technology, energy and consumer discretionary sectors detracted from performance. Leading individual contributors to Portfolio performance included ImClone Systems, Inc., Amgen, Inc., Valeant Pharmaceuticals International, Millennium Pharmaceuticals, Inc. and Vertex Pharmaceuticals, Inc., all in the healthcare sector. Leading individual detractors from performance included Weatherford International Ltd. and Anadarko Petroleum Corp. in the energy sector, Lehman Brothers Holdings, Inc. and Merrill Lynch & Co., Inc. in the financials sector, and Unitedhealth Group, Inc. in the healthcare sector.

Current Strategy and Outlook: As a forward-looking, discounting mechanism, the equity market tends to discount a recovery many months before the data show improvement. Most importantly, as bottom-up/stock pickers, it will be the success of companies in which we invest to grow their businesses that will drive our results. As we review the holdings within the Portfolio, we feel the risk/reward profile has rarely, if ever, been better. Across industries, we strive to find companies that have the balance sheet strength and defendable business models to grow even during economic weakness and thrive as economies recover. In our view, our biotechnology companies are good examples of this as they use their strong cash and cash flow to develop innovative ways to treat unmet medical needs. We believe the same holds for our energy holdings, currently at historically l ow valuation levels with the ability to grow as they drill in more regions around the world using innovative methods of removing the oil/gas from the ground.

Top Ten Holdings
as of December 31, 2008
(as a percent of net assets)

Anadarko Petroleum Corp.	9.2	%
Genzyme Corp.	9.1	%
Biogen Idec, Inc.	8.0	%
Amgen, Inc.	7.8	%
UnitedHealth Group, Inc.	6.1	%
Forest Laboratories, Inc.	6.1	%
Comcast Corp. — Special Class A	6.0	%
Weatherford International Ltd.	4.4	%
L-3 Communications Holdings, Inc.	4.2	%
Cablevision Systems Corp.	3.8	%

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, 2008

	1 Year			5 Year			10 Year			Since Inception of Classes ADV and S December 10, 2001
Class ADV		(39.48	)%		(4.67	)%		—			(5.11	)%
Class I		(39.21	)%		(4.20	)%		(5.30	)%		—
Class S		(39.34	)%		(4.44	)%		—			(4.88	)%
Russell 3000^® Growth Index⁽¹⁾		(38.44	)%		(3.33	)%		(4.01	)%		(3.15	)%⁽³⁾
S&P 500^® Index⁽²⁾		(37.00	)%		(2.19	)%		(1.38	)%		(1.39	)%⁽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.

Prior to December 16, 2002, the Portfolio was managed by Massachusetts Financial Services Company. Effective December 16, 2002, the Portfolio's name changed.

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, 2008, the Portfolio's Class S shares provided a total return of (51.29)% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned (37.00)% for the same period.

Portfolio Specifics: Despite a negative return, the Portfolio outperformed the S&P 500^® Index benchmark in the first half of 2008. In the second half of 2008, economic and market conditions deteriorated even further as the collapse of Bear Stearns and Lehman Brothers and the ensuing credit crisis turned a smoldering U.S. recession into a serious global economic slowdown. Forced liquidation by highly leveraged hedge funds faced with margin calls and broad based selling by mutual funds to meet rising redemptions further undermined stocks. Due primarily to lagging performance in the energy, materials, and industrials sectors, the Portfolio finished 2008 trailing the S&P 500^® Index. Underweights and poor stock selection in healthcare and consumer staples also detracted from relative performance.

The Portfolio was overweight energy and our holdings, primarily oil oriented exploration and production companies and oil services firms, declined sharply as energy prices collapsed in the fourth quarter. Our modest exposure to the major integrated oils, which held up much better as energy prices plummeted also penalized relative returns. Materials sector investments, primarily metals and mining stocks, also under-performed as materials prices cratered in anticipation of the global economic slowdown. Our industrials sector investments were concentrated in secular growth businesses, most notably energy infrastructure. With falling energy prices and constrained infrastructure spending threatening to delay projects, these holdings were hit particularly hard.

We remain constructive on energy because we still believe that over the longer term, demand will outpace supply growth that is constrained by the relatively high decline rates of existing wells, the lack of major new discoveries, the rising cost of exploration and production, and ongoing political instability in major energy producing nations. We make a similar case for materials sector holdings. While demand in emerging market economies (the real underpinning of global materials demand) has slowed temporarily, we believe government stimulus packages and essential infrastructure spending will eventually result in a substantial increase in materials prices from currently depressed levels. Over the intermediate term, the building of refineries, pipelines, liquefied natural gas processing facilities, and power generation plants may temporarily be put on hold. However, when the global economy regains traction, the well positioned portfolio compa nies in these businesses should quickly regain earnings momentum, especially those with a significant percentage of revenue coming from developing nations.

Information technology was our only significant relative performance bright spot. The Portfolio was underweight the sector, and holdings in the sector declined approximately half as much as the corresponding benchmark sector.

Current Strategy and Outlook: It is difficult to predict precisely when the U.S. and global economies will begin to stabilize. However, we note that the November rescue of Citigroup, along with the U.S. Department of the Treasury and the Federal Reserve Board's moves to lower interest rates, promote inter-bank lending and narrow credit spreads is beginning to have a positive impact on the credit markets. Also, in our opinion, we have yet to receive the full benefit of much cheaper energy prices, the equivalent of a major tax break for consumers. Finally, we believe a substantial fiscal stimulus package will be put into effect shortly after President Elect Obama takes office.

While there will certainly be more negative economic headlines, we believe the stage is set for the U.S. and global economies to emerge from recession in the second half of 2009. Traditionally, the stock market has begun anticipating better economic news six to nine months ahead of its arrival. With high quality stocks in most market sectors trading at historically low valuations, we think equities may be poised to begin regaining lost ground in the quarters ahead.

With unprecedented fundamental bargains abounding in the severely depressed energy, materials, and industrials sectors, we feel the Portfolio is well positioned to benefit when the stock market regains traction.

Top Ten Holdings
as of December 31, 2008
(as a percent of net assets)

Berkshire Hathaway, Inc. — Class B	3.2	%
Shire PLC ADR	2.5	%
Invesco Ltd.	2.3	%
Aetna, Inc.	2.3	%
China Mobile Ltd. ADR	2.3	%
Petroleo Brasileiro SA ADR	2.3	%
Energizer Holdings, Inc.	2.2	%
Moody's Corp.	2.2	%
Canadian Natural Resources Ltd.	2.2	%
Constellation Brands, Inc.	2.2	%

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, 2008
	1 Year			Since Inception of Class ADV December 29, 2006			Since Inception of Class I January 19, 2006			Since Inception of Class S January 3, 2006
Class ADV		(51.52	)%		(27.41	)%		—			—
Class I		(51.12	)%		—			(17.34	)%		—
Class S		(51.29	)%		—			—			(16.79	)%
S&P 500^® Index⁽¹⁾		(37.00	)%		(18.47	)%⁽²⁾		(9.40	)%⁽³⁾		(8.36	)%⁽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 January 1, 2007.

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

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

ING OPPENHEIMER GLOBAL PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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

Performance: For the year ended December 31, 2008, the Portfolio's Class S shares provided a total return of (40.55)% compared to the MSCI World Index^SM(1) and the MSCI All Country World Index^SM(2), which returned (40.71)% and (42.19)%, respectively, for the same period.

Portfolio Specifics: The fall out in the sub-prime lending markets cascaded into the broader financial markets, negatively impacting many financial firms around the world. Widespread aversion to risk permeated the markets triggering significant declines, as growing uncertainty in the credit markets depressed investors' confidence across almost every asset dependent on an expected cash flow. Due to this panic, most companies, regardless of their financial stability, saw declines in their stock prices. This has resulted in anomalous behavior in a variety of stocks as weak outperform strong.

Our strategy during the reporting period resulted in materials and financials being the most underweighted sectors, decisions that contributed to relative performance. We underweighted materials because we viewed commodity prices to be unjustifiably inflated. We believed that that double-digit growth rates in industrial production and infrastructure development of commodities was either unsustainable in large emerging markets or would not continue to offset slowdowns in the developed world.

As for financials, the rationale behind our underweight was the belief that the extreme leverage in financial institutions during a period of high stock prices was a recipe for disaster, the risk of which was not well priced into the market.

In information technology we continue to find opportunity and therefore have an overweight in the sector. The information technology companies we choose to invest in have sustainable business models where demand for their products or services become integral to their customers, where the cost of switching is high and the value added to the customer is many times the cost of the product or service.

From a sector perspective, underweights in energy and utilities, and stock selection in consumer discretionary, contributed to the Portfolio's underperformance. While we will not mention all of the year's detracting stocks, it is important to mention Telefonaktiebolaget LM Ericsson ("Ericsson"), our largest holding. Ericsson is the world's leading vendor of mobile telecommunications networks. It enjoys leading market shares in both second and third generation networks and is in an excellent position to be a leader in the fourth generation as well. With the internet going mobile worldwide, the capacity required in these networks is growing manifold and we believe will continue to do so regardless of the rate of economic growth since it has become integral to today's lifestyle. As the market leader with a market share of about 40%, we believe Ericsson is well positioned to take advantage of this rapid growth.

Other holdings which hindered performance during the reporting period included American International Group, Inc. ("AIG"), Technip SA and Credit Suisse Group AG. On the flip side, of our larger holdings, notable successes included Wal-Mart Stores, Inc., Gilead Sciences, Inc., and Intuit, Inc.

Current Strategy and Outlook: The Portfolio continues to be diversified across a number of geographies. Currently, just over one-third of the Portfolio is invested in the U.S., a country that we believe remains the largest and most innovative economy in the world, with stocks priced reasonably. Our second largest geographic weight was Japan, a country whose economy is expansive. Many Japanese companies are reputable and have long track records of significant innovations. Likewise, the Portfolio is invested in the U.K. for the same reasons — we believe it is one of the world's most open economies and offers extremely high quality companies. Other large markets that the Portfolio had exposure to at period end were the U.K., Sweden, Germany, and France. While we tend to find more of these high margin businesses in advanced economies rather than in develop ing economies, we are expecting to increase our position in emerging market companies in the upcoming year as their prices are finally coming into an attractive zone.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Telefonaktiebolaget LM Ericsson	3.9	%
Roche Holding AG	2.9	%
Siemens AG	2.6	%
KDDI Corp.	2.0	%
Juniper Networks, Inc.	1.9	%
Wal-Mart Stores, Inc.	1.8	%
Hennes & Mauritz AB	1.8	%
SAP AG	1.8	%
LVMH Moet Hennessy Louis Vuitton SA	1.7	%
Microsoft Corp.	1.7	%

* 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, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S May 1, 2002
Class ADV		(40.65	)%		(0.85	)%		0.82	%
Class I		(40.38	)%		(0.37	)%		1.47	%
Class S		(40.55	)%		(0.63	)%		1.04	%
MSCI World Index^SM(1)		(40.71	)%		(0.51	)%		1.06	%
MSCI All Country World Index^SM(2)		(42.19	)%		(0.06	)%		1.50	%

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.

Prior to November 8, 2004, the Portfolio was sub-advised by Massachusetts Financial Services Company. Effective November 8, 2004, the Portfolio's principal investment strategies and name changed.

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

Performance: For the year ended December 31, 2008, the Portfolio's Class S shares provided a total return of (16.10)% compared to the Barclays Capital U.S. Aggregate Bond Index*⁽¹⁾ and the S&P/Citigroup World Government Bond Index⁽²⁾, which returned 5.24% and 10.89%, respectively, for the same period.

Portfolio Specifics: The Portfolio's results lagged that of its benchmark's, primarily due to its relatively heavy allocation to emerging-market currencies and its security selection strategy among high-yield corporate bonds.

Like most other asset classes international bonds, many foreign currencies, and U.S. high yield corporate securities declined substantially when a U.S. credit crunch developed into a full-blow global financial crisis over the summer of 2008. The fall out in the sub-prime lending markets cascaded into the broader financial markets, as uncertainty surrounding the sub-prime debacle made investors risk-averse. This waning confidence spread to other areas of the fixed-income markets, diminishing the value of financial instruments and forcing their holders, primarily highly leveraged banks and institutional investors, to write down or write off a significant portion of their value. In swallowing these losses, several major commercial banks, investment banks, mortgage agencies and insurers became insolvent.

These dramatic developments sparked a "flight to quality" among investors who sold riskier assets in favor of the sovereign debt of developed nations, particularly U.S. Treasury securities. Selling pressure appeared to be indiscriminate as investors rushed for the exits, punishing fundamentally sound investments along with less creditworthy ones. The flight to quality was particularly damaging for securities issued by developing nations, which have been historically volatile. Currencies of emerging markets also suffered as investors flocked toward the traditional safe haven of the U.S. dollar.

The Portfolio proved to be vulnerable to the credit and economic crises due to its longstanding emphasis on currencies from emerging markets, such as Brazil, Mexico, Turkey and Russia. In fact, because we believed that real interest rates in these markets were attractive relative to other nations and their central banks had room to reduce short-term rates, we increased the Portfolio's exposure to the emerging markets in the spring of 2008. However, the timing of this move proved to be unfortunate when the financial crisis intensified over the summer. Some of the markets that previously had been most supportive of the Portfolio's returns, such as Brazil and Russia, became some of the harder hit areas during ensuing market turbulence. On the other hand, Mexico's debt and currency held up relatively well due to its proactive monetary policy, and Turkey benefited from lower oil prices as commodity prices moderated over the second half of the yea r. In the summer, we attempted to manage risks more effectively by shifting some assets from the emerging markets to European bonds and the Japanese yen, which fared relatively well.

An overweight position in commercial mortgage-backed securities proved especially detrimental when these securities declined sharply in the fall amid economic concerns. The Portfolio's performance also was hindered by an underweight position in U.S. government securities.

Current Strategy and Outlook: As of year-end, we have maintained the Portfolio's underweight exposure to high yield bonds and a corresponding emphasis on international bonds and currencies, especially those in emerging markets, where we believe local interest rates have plenty of room to fall. Indeed, we have found a number of opportunities where, in our analysis, currencies have been punished too severely given relatively sound economic fundamentals. Similar value-oriented opportunities appear to be available in the U.S. high yield bond market, where default rates have remained below historical averages. On the other hand, U.S. Treasury securities seem overvalued to us and offer meager opportunities for income.

While we expect economic weakness and volatility in global credit markets to persist, we believe the worst of the downturn's impact on financial assets is probably behind us. Therefore, we have maintained an investment posture designed to earn high levels of current income and participate as fully as we deem prudent in an eventual market rebound. In our view, remaining disciplined and keeping an eye on potential opportunities is key to prudent investing.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Treasury Inflation Protected Security, 0.625%, due 04/15/13				6.0%
Oppenheimer Master Loan Fund				2.1%
Federal National Mortgage Association, 5.000%, due 01/12/36				1.6%
Japan Government 5-Year Bond, 1.500%, due 06/20/13				1.5%
Japan Government 2-Year Bond, 0.900%, due 06/15/10				1.3%
Bundesrepublik Deutschland, 3.750%, due 07/04/13				1.1%
Federal National Mortgage Association, 5.500%, due 01/01/33				0.9%
Federal National Mortgage Association, 5.500%, due 02/01/33				0.8%
Turkey Government International Bond, 16.000%, due 03/07/12				0.8%
Bundesrepublik Deutschland, 4.000%, due 01/04/37				0.8%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund — Class I, securities lending collateral and U.S. government agency obligation.

Portfolio holdings are subject to change daily.

* Formerly known as the Lehman Brothers U.S. Aggregate Bond Index. As of October 31, 2008, all Lehman Brothers indices were renamed: the words "Lehman Brothers" changed to "Barclays Capital."

PORTFOLIO MANAGERS' REPORT

ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			Since Inception of Classes ADV, I and S November 8, 2004
Class ADV		(16.38	)%		(0.10	)%
Class I		(15.89	)%		0.40	%
Class S		(16.10	)%		0.17	%
Barclays Capital Aggregate U.S. Bond Index⁽¹⁾		5.24	%		4.57	%⁽³⁾
S&P/Citigroup World Government Bond Index⁽²⁾		10.89	%		6.13	%⁽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 Barclays Capital Aggregate U.S. Bond Index in an unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽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, Pacific Investment Management Company LLC — the Sub-Adviser.

Performance: For year ended December 31, 2008, the Fund's Class S shares, excluding sales charges, provided a total return of (0.28)% compared to the Barclays Capital U.S. Aggregate Bond Index*⁽¹⁾, which returned 5.24% for the same period.

Portfolio Specifics: The Portfolio was positioned on the front end of yield curves in certain developed countries outside the U.S., such as the U.K., where we felt that the market had not fully priced in a slowdown. This paid off as markets began to price in rate cuts by global central banks.

In the U.S. and the U.K., the Portfolio was positioned for yield curve steepening which added to returns. Though we added to the Portfolio's corporate positioning, we stayed underweight throughout the year. As spreads ballooned, this was a source of outperformance.

As the financial system de-levered, large institutions sold their most liquid assets to raise cash; in many cases, their most liquid assets were agency mortgage-backed securities. An overweight to agency mortgage-backed securities detracted from returns as spreads on agency mortgages widened to well over 200 basis points (or 2.00%) over Treasuries. When Bear Stearns was taken over by JPMorgan with government assistance in March, we saw opportunities in banks under the umbrella of the federal government, banks that we felt were "too intertwined to fail." One of the financials, unfortunately, stood outside this umbrella; as a result, it was a significant detractor from portfolio performance. Our overweight to financials and security selection within that sector hurt performance as well. The swap spread curve inverted in August of last year. Since then, the inversion has grown larger, culminating in September with two-year swap spreads reaching near 160 basis points (or 1.60%) and 30-year swap spreads turning negative. We've been positioned since late last year for a re-steepening of the swap spread curve. In October of this year as LIBOR fell sharply, we began to see the positive effects of this trade where the portfolio is long the front-end of swap curves and short the back-end. In November, 30-year swap spreads dipped sharply negative, falling as low as negative 60 basis points (or 0.60%). This was one of the material detractors to portfolio performance.

Current Strategy and Outlook: In 2009, we believe pressures of global deleveraging will drive developed economies into one of the most severe recessions since World War II. We believe conditions should improve by 2010 as policy responses in the U.S. and elsewhere gain traction. Recovery of risk appetites in financial markets will be a leading indicator for recovery. As the global economy weakens into 2009, we will likely place less emphasis on interest rate strategies and more on high grade sectors/securities that offer unusually attractive valuations after the massive selling of the last several months. Our approach over the next year will likely be to avoid assets such as Treasuries that have benefitted from the flight to liquidity associated with global deleveraging. In our opinion, U.S. Treasuries are now overvalued. We might seek to own assets that hav e been victims of the economic crisis but that can be expected to benefit from policy support. These assets include high quality mortgage-backed securities, bonds of financial companies, treasury inflation protected securities ("TIPs") and municipal bonds. We will likely also shun assets that have been victims of the crisis but have no policy support, such as all but the highest quality emerging market bonds.

Investment Type Allocation
as of December 31, 2008
(as a percent of net assets)

U.S. Government Agency Obligations	115.4	%
Corporate Bonds/Notes	35.9	%
Collateralized Mortgage Obligations	9.2	%
U.S. Treasury Obligations	8.7	%
Municipal Bonds	2.2	%
Asset-Backed Securities	2.0	%
Preferred Stock	1.3	%
Positions In Purchased Options	0.9	%
Other Bonds	0.6	%
Other Assets and Liabilities — Net*	(76.2	)%
Net Assets	100.0	%

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

Portfolio holdings are subject to change daily.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Federal National Mortgage Association, 6.000%, due 01/11/37	29.9	%
Federal National Mortgage Association, 5.500%, due 01/12/36	29.7	%
Federal Home Loan Mortgage Corporation, 5.000%, due 01/15/35	10.0	%
Federal Home Loan Mortgage Corporation, 5.500%, due 08/01/38	6.4	%
Federal National Mortgage Association, 5.000%, due 01/12/36	5.7	%
Wachovia Corp., 7.980%, due 02/08/49	3.9	%
Federal National Mortgage Association, 5.000%, due 03/01/36	2.9	%
Federal Home Loan Mortgage Corporation, 6.000%, due 12/01/37	2.6	%
Treasury Inflation Protected Security, 2.375%, due 01/15/25	2.5	%
Federal National Mortgage Association, 5.500%, due 07/01/36	2.2	%

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

Portfolio holdings are subject to change daily.

* Formerly known as the Lehman Brothers U.S. Aggregate Bond Index. As of October 31, 2008, all Lehman Brothers indices were renamed: the words "Lehman Brothers" changed to "Barclays Capital."

PORTFOLIO MANAGERS' REPORT

ING PIMCO TOTAL RETURN PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S May 1, 2002
Class ADV		(0.54	)%		3.60	%		4.45	%
Class I		(0.04	)%		4.13	%		4.98	%
Class S		(0.28	)%		3.87	%		4.72	%
Barclays Capital Aggregate U.S. Bond Index⁽¹⁾		5.24	%		4.65	%		5.31	%

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 Barclays Capital Aggregate U.S. Bond Index is an unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

ING PIONEER HIGH YIELD PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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

Performance: For the year ended December 31, 2008, the Portfolio's Class I shares provided a total return of (29.27)% compared to the Merrill Lynch High Yield Master II Index⁽¹⁾ and the Merrill Lynch Convertible Bonds (Speculative Quality) Index⁽²⁾, which returned (26.39)% and (42.85)%, respectively, for the same period.

Portfolio Specifics: The Portfolio's underperformance occurred primarily in the fourth quarter of 2008, and more specifically in December, amid frozen credit markets, forced deleveraging by hedge funds and collateralized loan obligations ("CLOs"), and perhaps the worst economic downturn since the Great Depression. The high yield market suffered its worst performance ever, declining 17.6% in the fourth quarter, as spreads widened to highs of almost 2200 basis points (or 22.00%) over treasuries, 1000 basis points (or 10.00%) higher than their prior wides, and ended at 1812 basis points (or 18.12)% over treasuries. In December, the market rallied 7.47%; 44% or 3.3% of that performance reflected a 79% return on auto loans, which rose upon the extension of government loans to GMAC and the auto original equipment manufacturers ("OEMs"). The primary factor affecti ng December performance was the Portfolio's significant underweight to auto loans. In addition, our significant 12% overweight to capital goods hurt performance. Our allocation to convertible debt and preferred and common equity also detracted from performance, as convertibles and the S&P 500^® Index rallied only 3.4% and 1.1%, respectively. The common equity portfolio contributed to performance, due to strong security selection. Finally, cash investments made in the Portfolio throughout the fourth quarter helped performance, as they mitigated negative high yield returns.

In 2008, our performance was hurt by our equity-linked exposure, which averaged approximately 27% of the Portfolio, as convertibles and the S&P 500^® Index returned (43.00%) and (37.00%), respectively, and our common equity portfolio underperformed the S&P 500^® Index. Our higher quality fixed income allocation helped performance, as higher quality high yield outperformed: BBs returned (19.00%), Bs returned (28.00%), while CCCs posted a (38.00%) return. In addition, the cash investments made into the Portfolio, which increased the net Portfolio size from $111 million to $280 million at year end, helped performance throughout the year, especially in the second half of 2008. Sector allocation in our fixed-income portfolio hurt 2008 performance; the benefit of our underweight to media and overweight to capital goods was more than offset by the negative impact of our overweight to real estate and finance and i nvestments and underweight to telecom. Securities that helped performance during the year included the common stock of heart device manufacturer, Thoratec Corp. and Annaly Capital Management, Inc.; convertibles of "smart" utility meter manufacturer, ESCO Technologies, Inc. and bonds of BF Saul REIT and NRG Energy, Inc. Securities that detracted from performance included Washington Mutual preferred, Lyondell Chemical Co. bonds, General Growth Properties, Inc. and Freeport McMoRan Copper & Gold, Inc. convertibles and the common equity of Commercial Vehicle Group, Inc., refiners Valero Energy Corp. and Tesoro Corp., and BE Aerospace, Inc.

Current Strategy and Outlook: We believe high yield valuations are compelling. Although high yield spreads have recently tightened over 400 basis points (or 4.00%) to their current levels of 1665 basis points (or 16.65%), even at these levels investors are being compensated for an estimated 17% implied default rate, compared to our 12-month forecast of 8% to 9%, and the 20 year high in June,1991 of 13%. We believe the convertible bond market also offers significant value. Certain convertible bonds are trading at dramatic discounts (and higher yields) than their straight debt equivalents, often enabling us to receive the equity optionality of the convert for free. We continue to believe that the high yield strategy of investing across the capital structure in high yield loans, bonds, convertibles, and common equity, enables investors to achieve superior retu rns and capture more upside potential compared to investing in a straight high yield bond portfolio. We may increase our convertibles exposure going forward, given attractive valuations in that market, with a corresponding decrease in our common equity exposure, to control overall volatility of the Portfolio. We will maintain our current sector positioning, with an overweight to capital goods and underweight to consumer cyclicals and media, and will seek to add value primarily through security selection.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

DRS Technologies, Inc., 6.875%, due 11/01/13	2.1	%
First Data Corporation, 9.875%, due 09/24/15	1.1	%
Baldor Electric Co., 8.625%, due 02/15/17	1.0	%
Graphic Packaging International Corp., 9.500%, due 08/15/13	0.9	%
Tesoro Corp., 6.625%, due 11/01/15	0.9	%
Roper Industries, Inc., 1.481%, due 01/15/34	0.9	%
Mueller Water Products, 7.375%, due 06/01/17	0.9	%
Sally Holdings, LLC, 10.500%, due 11/15/16	0.9	%
Freeport-McMoRan Copper & Gold, Inc. — Non Voting	0.8	%
Novelis, Inc., 7.250%, due 02/15/15	0.8	%

* Excludes short-term investments related to ING Institutional Prime Money Market Fund — Class I.

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, 2008
	1 Year			Since Inception of Class I January 3, 2006			Since Inception of Classes ADV and S January 20, 2006
Class ADV		(29.60	)%		—			(7.23	)%
Class I		(29.27	)%		(6.69	)%		—
Class S		(29.45	)%		—			(7.02	)%
Merrill Lynch High Yield Master II Index⁽¹⁾		(26.39	)%		(5.62	)%⁽³⁾		(6.28	)%⁽⁴⁾
Merrill Lynch Convertible Bonds (Speculative Quality) Index⁽²⁾		(42.85	)%		(12.06	)%⁽³⁾		(13.85	)%⁽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, 2008, the Portfolio's Class S shares provided a total return of (43.27)% compared to the Standard & Poor's ("S&P") MidCap 400 Index⁽¹⁾ and the Russell Midcap^® Growth Index⁽²⁾, which returned (36.23)% and (44.32)%, respectively, for the same period.

Portfolio Specifics: In a difficult economic environment in which mid-cap growth underperformed most other investment styles, the Portfolio outpaced the Russell Midcap^® Growth Index. Broadly speaking, the outperformance was due to stock selection. Industrials and business services, information technology, and healthcare were positive contributors, while energy detracted.

Stock selection in industrials and business services was the primary contributor. Strong holdings included Landstar System, Inc. ("Landstar") and Ritchie Brothers Auctioneers, Inc. ("Ritchie Bros."). Transportation and logistics service provider Landstar was among many firms to benefit from the recent decline in fuel costs. Ritchie Bros. is an auctioneer of industrial equipment that has seen increased business as companies have viewed the downturn as an opportunity to make capital investments cheaply. Anticipated increases in global demand for industrial equipment as various nations seek to stimulate their economies through infrastructure projects should also help the company.

Our stock choices in information technology were another area of strength. We did well to limit our exposure to firms involved with semi-conductors, as they were particularly hard-hit this year. On the positive side, our holdings in automated fingerprint identification system provider Cogent, Inc. proved productive. The company is relatively insulated from the economic downturn, as most of its end users are government agencies. Accordingly, it was able to maintain its earnings forecasts at a time when many companies have been forced to revise them downward.

An overweight to healthcare was another significant contributor. Our strategic stance of overweighting biotechnology proved especially beneficial for the period. Important holdings here included Celgene Corp. ("Celgene") and Myriad Genetics, Inc. ("Myriad"). Celgene continued to see promising results in clinical trials for drugs designed to treat cancer and immune-inflammatory related diseases, while Myriad announced that it would spin off its drug development business in order to focus on its core competency of diagnostics.

Energy was the leading detractor, due both to a detrimental underweight and weak stock selection. Energy prices plummeted from record highs in the second half of the year, in response to the global economic slowdown. Poor performance here stemmed in part from our lack of exposure to natural gas-oriented firms, as natural gas held up better than other fuel sources. Coal was particularly hard-hit, and coal-producing holdings like Peabody Energy Corp. and Massey Energy Co. suffered. Massey's business was doubly hurt, as it mines coal specifically for use in electricity production and metallurgy, and the recessionary environment has depressed demand for both.

Current Strategy and Outlook: Our outlook has not changed in the last six months. We believe that the era of easy credit, reckless risk taking, and financial excess is over and we are now facing the consequences of that excess. Credit standards are likely to be tighter than normal and investors could remain risk averse for some time. As a result, we anticipate that economic and financial market performance in the period ahead will be more challenging than in the last few years.

As our longer-term investors know, we do not make investment decisions predicated on economic forecasts, nor do we attempt to time the markets. We are comfortable with the composition of the Portfolio and, as mentioned earlier, we believe the current risk-averse environment is one in which our investment strategy will do well relative to others. We remain committed to finding, buying, and holding what we believe are attractively valued, high-quality mid-cap growth companies with good business models, strong managements, and favorable long-term prospects.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Yum! Brands, Inc.	1.2	%
Avon Products, Inc.	1.1	%
American Tower Corp.	1.0	%
Express Scripts, Inc.	1.0	%
Apollo Group, Inc. — Class A	0.9	%
Northern Trust Corp.	0.9	%
St. Jude Medical, Inc.	0.9	%
Allergan, Inc.	0.9	%
CH Robinson Worldwide, Inc.	0.9	%
Expeditors International Washington, Inc.	0.9	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING T. ROWE PRICE DIVERSIFIED MID CAP GROWTH PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S December 10, 2001
Class ADV		(43.35	)%		(3.96	)%		(2.64	)%
Class I		(43.15	)%		(3.49	)%		(2.17	)%
Class S		(43.27	)%		(3.74	)%		(2.42	)%
S&P MidCap 400 Index⁽¹⁾		(36.23	)%		(0.08	)%		2.78	%⁽³⁾
Russell Midcap^® Growth Index⁽²⁾		(44.32	)%		(2.33	)%		(0.64	)%⁽³⁾

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

Prior to November 8, 2004, the Portfolio was sub-advised by Fred Alger Management, Inc. Effective November 8, 2004, T. Rowe Price became the sub-adviser and the Portfolio's principal investment strategies and name changed.

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, 2008, the Portfolio's Class I shares, provided a total return of (42.21)% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned (37.00)% for the same period.

Portfolio Specifics: Stock selection was the overwhelming reason for relative underperformance by the Portfolio. Significantly underweighting financials helped relative performance. Consumer discretionary, energy, and consumer staples sectors were the leading relative detractors.

Favorable substantial underweighting of financials led to Portfolio outperformance in the declining economy. Performance also benefited from avoiding several major companies, including Lehman Brothers, Citigroup, and American International Group that suffered huge losses due to the credit crunch.

Stock selection in consumer discretionary was the leading cause of the Portfolio's underperformance. The hotels, restaurants, and leisure industry weighed heavily on results. Gaming holdings such as Las Vegas Sands Corp. and International Game Technology notably disappointed. In past downturns, gaming stocks have typically held up better than other groups in this sector, but this time the restricted access to capital undercut company development efforts. With consumer belt-tightening, online travel agent Expedia, Inc. saw a significant drop in business.

Energy was a major source of weakness on stock selection. The Portfolio's oil services holdings were hard hit, as exploration activity became less attractive in the face of dropping energy prices. Schlumberger Ltd. declined on leveraging exploration spending, and on economic problems in Russia, where it has significant exposure. Smith International, Inc. saw sharply decreasing revenues and margins from its major exposure in North America, but the company is poised for a rebound in exploration, particularly in deepwater drilling. Underweighting ExxonMobil Corp. hurt as the company has outperformed many energy firms. In a period of falling oil prices, the large integrated energy companies outperform because they are less leveraged to the price of oil.

Underweighting and stock selection combined for detrimental relative results in consumer staples, which was the best performer in the S&P 500^® Index. Significantly overweighting healthcare was advantageous for the Portfolio, but was more than offset by unfavorable stock selection.

U.S. stocks plunged deep into bear market territory in 2008, as the economy went into its first recession since 2001. The year was marked by extreme volatility, heightened risk aversion, and intense pressures on financial companies stemming from severe mortgage losses and a credit crunch. Commodity prices tumbled, and the materials sector was the second-worst performer in the index. Consumer staples and healthcare were comparatively better performing sectors in the index, as consumer demand in these sectors is generally less affected by an economic downturn.

Current Strategy and Outlook: While many hope that the worst of the market volatility has run its course, we believe it is very likely that markets will continue to be challenging. Our objective is to identify high-quality large-cap growth companies with what we believe are strong fundamentals and attractive valuations. Amid tempered growth prospects, we see opportunities to invest in companies that we have been monitoring whose valuations and fundamentals are, in our opinion, compelling. We believe that market fears and indiscriminate selling due to forced liquidations can lead to prices becoming disconnected from fundamentals, presenting significant buying opportunities.

The Portfolio remains notably cautious and underweight in financials. Energy is also underweight. Despite the recent strong performance of consumer staples stocks, we believe that heavy investor inflows to this defensive sector have inflated valuations and we do not find attractive long-term growth opportunities here. Healthcare continues notably overweight against the S&P 500^® Index, although limited to key industries. Information technology remains overweight, as the sector affords opportunities for investing in strong long-term growth companies.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Apple, Inc.	3.5	%
Danaher Corp.	3.5	%
Gilead Sciences, Inc.	3.4	%
Amazon.com, Inc.	3.3	%
Google, Inc. — Class A	2.9	%
Medco Health Solutions, Inc.	2.8	%
Microsoft Corp.	2.5	%
Genentech, Inc.	2.2	%
ExxonMobil Corp.	2.2	%
Qualcomm, Inc.	2.1	%

* Excludes short-term investments related to T. Rowe Price Reserve Investment Fund.

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, 2008
	1 Year			5 Year			10 Year			Since Inception of Classes ADV and S December 10, 2001
Class ADV		(42.51	)%		(3.89	)%		—			(2.90	)%
Class I		(42.21	)%		(3.41	)%		(0.76	)%		—
Class S		(42.35	)%		(3.65	)%		—			(2.65	)%
S&P 500^® Index⁽¹⁾		(37.00	)%		(2.19	)%		(1.38	)%		(1.39	)%⁽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 Gary P. Motyl, Cindy L. Sweeting, Antonio T. Docal and Peter A. Nori of Templeton Investment Counsel, LLC, — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class I shares provided a total return of (40.72)% compared to Morgan Stanley Capital International ("MSCI") All Country World ex U.S. Index^SM(1) and the MSCI Europe, Australasia, Far East^® ("EAFE") Index⁽²⁾, which returned (45.53)% and (43.38)%, respectively, for the same period.

Portfolio Specifics: The year 2008 was unusually difficult for most investors. At period-end, all major gauges of stock market performance had registered double-digit negative returns. No main region, country or sector was spared in the dramatic stock market sell-off triggered by the global financial crisis and slowing economic growth or recessionary environments.

The financials sector suffered most, erasing more than half of its entire market capitalization during the year. But financials were not alone; they were followed closely by materials-related stocks. The materials and energy sectors, which were the only sectors to have positive returns during the first half of the year, experienced an abrupt reversal. With virtually no safe haven in the global market downturn, the healthcare, utilities and consumer staples sectors lived up to their "defensive" reputations and declined less in value than other sectors.

For the Portfolio, stock selection in the consumer discretionary sector and our underweighting in consumer staples compared to the benchmark hurt relative performance. Also, underweighting and stock selection in utilities hindered results.

The U.S. dollar appreciated versus most foreign currencies for the year, which also hurt the Portfolio's performance because investments in securities with non-U.S. currency exposure lost value as the dollar rose.

On a positive note, the Portfolio performed better than the benchmark index for the year because of several factors. During the review period, our research indicated most chemicals companies were overvalued as were many in the metals and mining industry. As a result, the Portfolio maintained little or no exposure to these areas and was significantly underweighted in the materials sector relative to the benchmark. Although the Portfolio's underweighted exposure to materials stocks hurt relative Portfolio performance during the first half of the year, the sector was a key contributor in 2008 due to a sharp correction in the second half of the year. In addition, stock selection in the materials and energy sectors boosted relative performance.

We believe the Portfolio's relatively better result in the financials sector was another affirmation of our investment philosophy. The lofty multiples, balance sheet opacity and dubious earnings quality of many investment banks and brokerages steered us away from the industry's most-leveraged segments, and despite absolute losses from our sector holdings, our underweighted exposure helped relative Portfolio performance. Although the Portfolio's healthcare holdings, like everything else, were down in absolute terms in 2008, our bottom-up-based decision to overweight the sector also contributed to the Portfolio's relative performance during the year.

Current Strategy and Outlook: Looking beyond the turbulence of 2008, we continue to manage the Portfolio as always — with a focus on the longer term.

One area of continued conviction for us where our investment thesis had yet to materialize was the health care sector. The Portfolio's overweighted allocation to healthcare evolved over a time when the consensus view was that pharmaceutical companies faced a difficult pricing environment, political headwinds and insurmountable competition from cheaper generics. However, we saw bargain valuations, high free cash-flow yields, and the implications of aging global demographics for revenue growth.

Our overweighted telecommunication services sector position was another contrarian call. By purchasing telecommunication stocks when they were out of favor in the wake of the technology, media and telecommunications bubble, we were able to invest in companies that we felt had solid balance sheets, desirable products, and a growing global presence at largely discounted prices.

While we invested in some financial company stocks we saw as well-capitalized, we remained cautious of the sector. In addition, we continued to monitor the materials sector closely, seeking proper re-entry points, but as of period-end we had yet to find compelling valuations in the materials sector, in general.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

Novartis AG	3.1	%
Telefonica SA	3.0	%
Nestle SA	3.0	%
GlaxoSmithKline PLC	2.5	%
ENI S.p.A.	2.4	%
Total SA	2.2	%
Sanofi-Aventis	2.1	%
AXA SA	2.1	%
HSBC Holdings PLC	2.1	%
Vodafone Group PLC	2.0	%

* 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, 2008
	1 Year			Since Inception of Class ADV December 20, 2006			Since Inception of Class I January 3, 2006			Since Inception of Class S January 12, 2006
Class ADV		(40.88	)%		(16.87	)%		—			—
Class I		(40.72	)%		—			(5.91	)%		—
Class S		(40.97	)%		—			—			(6.31	)%
MSCI ACWI (ex-U.S)⁽¹⁾		(45.53	)%		(20.28	)%⁽³⁾		(6.98	)%⁽⁴⁾		(6.98	)%⁽⁴⁾
MSCI EAFE^® Index⁽²⁾		(43.38	)%		(20.66	)%⁽³⁾		(7.35	)%⁽⁴⁾		(7.35	)%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING Templeton Foreign 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 MSCI ACWI (ex-U.S.) is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global developed and emerging markets, excluding the U.S. It includes the reinvestment of dividends and distributions net of withholding taxes, but does not reflect fees, brokerage commissions or other expenses of investing.

⁽²⁾ 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.

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

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

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 ("Thornburg") — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class I shares provided a total return of (39.75)% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned (37.00)% for the same period.

Portfolio Specifics: Of all stocks owned during the year, only around one-fifth contributed positively to performance. These included basic value stocks Apache Corp.("Apache"), JetBlue Airways Corp. ("Jet Blue Airways"), and recent purchases ACE Ltd.("Ace"), Cincinnati Financial Corp.("Cincinnati Financial"), and Swiss Reinsurance ("Swiss Re") along with consistent earners Genentech, Inc. ("Genentech"), Gilead Sciences, Inc. ("Gilead Sciences"), DirecTV Group, Inc. ("DirecTV"), and Visa, Inc. ("Visa"). Visa and Apache were sold at price targets during the year. Notably, we experienced positive results in our financial services names relative to the benchmark as the fundamentals for the insurers such as ACE , Cincinnati Financial, and Swiss Re were not as bad as some investors had feared. For ACE and Swiss Re, reinsurance pricing and asset quality remain sol id. Cincinnati Financial maintains a diversified portfolio of financial stocks on its balance sheet and, in our opinion, has a strong balance sheet. Healthcare stocks were another area of relative strength. Gilead Sciences benefited from a steady customer base and strong execution of its business model. Unfortunately HIV/AIDS is a growing problem worldwide, but Gilead Sciences' products are helping to improve life expectancy and quality of life for victims of that disease. Travel related stocks such as JetBlue Airways rebounded on the back of lower oil prices late in the year.

The stocks which hurt portfolio performance tended to be highly financially levered. Las Vegas Sands Corp., Rite Aid Corp. ("Rite Aid"), Hartford Financial Services Group, Inc., Level 3 Communications, Inc., and Crown Castle International were all among the leading detractors and had significant debt on their balance sheets. WellPoint Inc.("WellPoint"), Dell, Inc. ("Dell") and CME Group, Inc. ("CME Group") were bottom underperformers also, but do not have a heavy debt burden. Rather, specific business disappointments were more at play with these holdings. WellPoint suffered lower underwriting margins when the company underestimated the cost of medical services that it had already contracted to provide its customers. Dell reduced its fourth quarter guidance and indicated that global demand for PC's would be slower than anticipated for 2009. Management is taking steps to accelerate growth in faster growing economies. The CME Group experienced a rapid reduction within their derivatives volumes due to the lack of hedging activities that are common with normally functioning credit markets. We sold other poor performers during the year, particularly in financial services — American International Group ("AIG"), Freddie Mac, Wachovia and UBS — and believe we did a reasonably good job exercising our risk management. Our stock selection under consumer staples was particularly weak as Rite Aid not only suffered from the high debt load acquired with the Jean Coutu acquisition during 2006 but also from heightened economic sensitivity to the front end of their stores (we underestimated this risk). At this point, we feel the share price of Rite Aid may recover at some point under a better credit market environment and believe that management can still execute on the merger strategy. Overall, our underweight within consumer staples was the largest detractor from a sector allocation perspective.

Current Strategy and Outlook: In this challenging environment we are executing the same investment philosophy and approach that has proven successful over the long-term. In December, our performance improved relative to the benchmark, with contributions coming from a number of areas (financials, healthcare, industrials, and telecom). We continue to seek promising companies at a discount and attempt to buy them when they are out of favor. Our basket approach provides the Portfolio with a spectrum of opportunities as well as diversification. In our "consistent earners" basket, we own stocks that we believe will prove more resilient than the average U.S. stock in a tough environment. Within our "basic value" and "emerging franchise" baskets we invest in those companies that we believe should lead when investors believe the U.S. and global economies will eventu ally recover.

Top Ten Holdings*
as of December 31, 2008
(as a percent of net assets)

AT&T, Inc.	5.0	%
Eli Lilly & Co.	4.4	%
Gilead Sciences, Inc.	4.2	%
ConocoPhillips	3.7	%
Entergy Corp.	3.3	%
DIRECTV Group, Inc.	3.3	%
Priceline.com, Inc.	3.2	%
Comcast Corp. — Special Class A	3.2	%
Marathon Oil Corp.	3.2	%
Microsoft Corp.	3.1	%

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

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING THORNBURG VALUE PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			5 Year			10 Year			Since Inception of Classes ADV and S December 10, 2001
Class ADV		(40.04	)%		(3.32	)%		—			(4.08	)%
Class I		(39.75	)%		(2.85	)%		(2.00	)%		—
Class S		(39.90	)%		(3.09	)%		—			(3.85	)%
S&P 500^® Index⁽¹⁾		(37.00	)%		(2.19	)%		(1.38	)%		(1.39	)%⁽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.

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

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") consisting of Thomas Cole, Head of N.A. Equities Team, Research Director and Managing Director, John Leonard, Thomas Digenan and Scott Hazen, Portfolio Managers for North American Equities of UBS Global Asset Management (Americas) Inc. — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class I shares provided a total return of (39.76)% 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 (37.00)% and (37.60)%, respectively, for the same period.

Portfolio Specifics: 2008 proved to be a challenging year, as heightened risk aversion, an ongoing credit crunch, forced selling by highly leveraged investors and a lack of liquidity led to poor performance in the global equity markets. In addition, there were periods of extreme volatility and sectors moving in and out of favor. For example, energy and materials were the only positive performing S&P 500^® sectors during the first half of the year, only to significantly decline and underperform the overall market as the year progressed. During the dramatic sell-off in the fourth quarter of 2008, panic selling ensued and more defensive sectors, including consumer staples and healthcare, generated some of the best relative results.

Turning to the Portfolio, it performed in line with its benchmark during the first half of the year. Over that time, overall strong stock selection was offset by underweights in the energy and materials sectors and an overweight in the financials sector. Performance improved markedly during the third quarter of the year, as our energy and materials underweights were rewarded as these sectors lagged given sharply falling oil and commodity prices. In addition, our overweights in the financials, healthcare and consumer discretionary sectors were positive contributors to relative results.

The Portfolio underperformed in the fourth quarter, more than offsetting the outperformance in the first nine months of the year, and culminating in underperformance for the full calendar year. An underweight to consumer staples, combined with an overweight to financials and consumer discretionary (particularly auto parts), detracted from results at the sector level. These positions more than offset the positive impact of being overweight utilities and pharmaceuticals while underweight the poorly performing materials sector.

Security selection detracted from results in a number of sectors, but most notably in energy, where we did not own ExxonMobil Corp. ("ExxonMobil"), and telecom services, where owning Sprint Nextel Corp. while not owning Verizon Communications, Inc. had a negative impact. Unlike most energy stocks, ExxonMobil posted positive absolute returns in the fourth quarter as many investors viewed it to be a safe haven in this period of panic due to the large amount of cash on its balance sheet.

Current Strategy and Outlook: It is our belief that the U.S. equity market is currently undervalued. In addition, we feel that there is a large gap between the most and least attractive areas of the market. Given these views, we believe the Portfolio is well positioned going forward. In particular, we currently have an underweight in consumer staples and have reduced our overweights to healthcare and utilities, as we don't find these sectors to be as attractive given their relative outperformance in recent months. In contrast, we have added to positions in energy and materials as they now appear to be attractively valued given their decline during the second half of the year. Elsewhere, we are overweight consumer discretionary and modestly overweight financials given a number of what we believe to be compelling opportunities we have identified in these sect ors.

Top Ten Holdings
as of December 31, 2008
(as a percent of net assets)

Intel Corp.	3.4	%
General Electric Co.	3.1	%
Comcast Corp. — Class A	3.0	%
Wells Fargo & Co.	2.6	%
Genzyme Corp.	2.6	%
Microsoft Corp.	2.5	%
Exelon Corp.	2.5	%
FedEx Corp.	2.4	%
Illinois Tool Works, Inc.	2.3	%
Aflac, Inc.	2.1	%

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, 2008
	1 Year			5 Year			10 Year			Since Inception of Classes ADV and S December 10, 2001
Class ADV		(40.07	)%		(3.11	)%		—			(3.25	)%
Class I		(39.76	)%		(2.61	)%		(2.57	)%		—
Class S		(40.00	)%		(2.86	)%		—			(3.04	)%
S&P 500^® Index⁽¹⁾		(37.00	)%		(2.19	)%		(1.38	)%		(1.39	)%⁽³⁾
Russell 1000^® Index⁽²⁾		(37.60	)%		(2.04	)%		(1.09	)%		(1.05	)%⁽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 VAN KAMPEN COMSTOCK PORTFOLIO

PORTFOLIO MANAGERS' REPORT

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

Performance: For the year ended December 31, 2008, the Portfolio's Class S shares, provided a total return of (36.48)% 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 (36.85)% and (37.00)%, respectively, for the same period.

Portfolio Specifics: Fear and a major loss of investor confidence drove the stock market to one of its worst years in history. With stock and bond prices in a downward spiral and global recession imminent, risk aversion intensified and investors fled to cash and Treasuries. Stock market volatility registered extreme levels, leaving investors no escape from declining values. In this environment, both value stocks (in which the Portfolio invests) and growth stocks sustained negative returns, as did all segments of the market capitalization spectrum. Every sector of the market finished the year with double-digit declines.

Relative to the Russell 1000^® Value Index ("the Index"), the Portfolio was bolstered primarily by an overweight in the consumer staples sector, and stock selection. Although the sector had a negative absolute return during the period, it sustained smaller declines than other areas of the market, owing to its "defensiveness," or lower sensitivity to economic conditions. An underweight in the industrials sector and stock selection in the telecommunication services sector also benefited relative results. Finally, the Portfolio's cash position also contributed favorably to relative performance, as it reduced the Portfolio's exposure to the market's decline, whereas the Russell 1000^® Value Index holds no cash.

The chief detractor from relative performance was the Portfolio's significant underweight in energy stocks. Very few energy stocks have looked attractive to us, even with oil prices falling dramatically in recent months, as energy companies for the most part have not yet had to adjust to the less robust economic scenario. The Portfolio's minimal exposure to the utilities sector was another area of relative weakness.

Current Strategy and Outlook: We continue to position the Portfolio from a bottom-up basis, selecting stocks that we believe have reasonable valuations relative to our assessment of fair value. At period-end, over 45 percent of the Portfolio's investment portfolio was held in what we believe to be high quality, yet undervalued growth companies exhibiting attractive future prospects and a healthy free cash flow. Many "cyclical" stocks (those in more economically sensitive sectors such as energy and industrials) still appear unattractive by our risk-reward standards. The financials sector remained the largest sector weight, broadly diversified across banks, brokerage and insurance stocks. In the healthcare sector, given the Food and Drug Administration's ("FDA") more conservative stance, we are carefully evaluating the Portfolio's exposure to potential regula tory surprises.

Top Ten Holdings
as of December 31, 2008
(as a percent of net assets)

Chubb Corp.	5.0	%
Comcast Corp. — Class A	4.2	%
Bristol-Myers Squibb Co.	3.6	%
Verizon Communications, Inc.	3.5	%
Viacom — Class B	3.3	%
International Paper Co.	3.2	%
Time Warner, Inc.	3.1	%
Wal-Mart Stores, Inc.	2.7	%
Bank of New York Mellon Corp.	2.7	%
General Electric Co.	2.6	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS' REPORT

ING VAN KAMPEN COMSTOCK PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S May 1, 2002
Class ADV		(36.64	)%		(3.02	)%		(1.12	)%
Class I		(36.36	)%		(2.56	)%		(0.63	)%
Class S		(36.48	)%		(2.77	)%		(0.86	)%
Russell 1000^® Value Index⁽¹⁾		(36.85	)%		(0.79	)%		0.74	%
S&P 500^® Index⁽²⁾		(37.00	)%		(2.19	)%		(0.72	)%

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 Thomas Bastian, Steven Kreider, James Roeder, Sergio Marcheli, Mark Laskin, Sanjay Verma and Mary Jayne Maly* of Morgan Stanley Investment Management, Inc., d/b/a "Van Kampen" — the Sub-Adviser.

Performance: For the year ended December 31, 2008, the Portfolio's Class S shares provided a total return of (23.56)% compared to the Russell 1000^® Value Index⁽²⁾, Barclays Capital U.S. Government/Credit Bond Index**⁽³⁾ and the Composite Index⁽⁴⁾ (60% Russell 1000^® Value Index/40% Barclays Capital U.S. Government/Credit Bond Index), which returned (36.85)%, 5.70% and (21.80)%, respectively, for the same period.

Portfolio Specifics: All sectors in the Russell 1000^® Value Index had negative absolute returns for the period, although the same was true for the Portfolio. On a relative basis, the Portfolio lost less value than the Russell 1000^® Value Index. Specifically, stock selection in the financial services sector was a positive contributor to relative performance. The Portfolio had better relative performance in diversified financial services, due to a holding that was more resilient than many of its peers because of its lower sub-prime mortgage exposure, and in property and casualty insurance. An overweight position in the consumer staples sector was another positive relative contributor, due to a food and staples retailer that benefited from prudent inventory management and scaling down its growth strategy. Stock selection in the ma terials sector helped the Portfolio sidestep some of the sector's volatility. The Portfolio avoided exposure to the heavily commodity-oriented companies that declined strongly when commodity prices began to fall and instead owned a gold mining company which held up better than its peers in the difficult environment.

In contrast, the Portfolio's underweight positions in the energy and utilities sectors were relative detractors. Although the sectors had negative returns for the period, they were among the better performing sectors in the Russell 1000^® Value Index. Stock selection in the consumer discretionary sector was an area of weakness, as retail holdings were hurt by falling consumer spending and media holdings saw declining advertising revenues.

In the fixed-income portfolio, the primary detractor from performance relative to the Barclays Capital U.S. Government/Credit Bond Index was an overweight to asset-backed securities backed by home equity loans (a segment not represented in the Barclays Capital U.S. Government/Credit Bond Index). Unfortunately, as a result of the sub-prime crisis, all mortgage-related securities have suffered price declines this year. However, the Portfolio's yield curve positioning was beneficial during the 12-month period. For the first half of 2008, we underweighted longer dated issues and overweighted intermediate dated issues, a strategy that helped enhance returns as the spread between intermediate- and long-dated yields widened and the curve steepened. The Portfolio maintained an underweight corporate credit position relative to the Barclays Capital U.S. Government/Credit Index for most of the reporting period, which also boosted performance as credit spreads widened significantly during the period, causing prices to decline. The Portfolio's convertible securities allocation detracted from performance for the period.

Current Strategy and Outlook: The turmoil of the past year has not changed our underlying investment philosophy or our stock selection process. We continue to seek undervalued companies that are experiencing a positive change or catalyst that we believe should have a positive impact on the stock valuation. Such catalysts could be new company management, growth or consolidation within an industry or sector, or new products. As a result of this process, during the year, the Portfolio's financials and energy weightings increased. The consumer staples weighting declined as we pared down good performing holdings that no longer fit our risk-return profile. The Portfolio's top five sectors as of the end of the period were financials, healthcare, consumer staples, consumer discretionary, and energy. The Portfolio held approximately 60% in equities, 23% in fixed inc ome, and 11.5% in convertible securities at period-end.

Top Ten Holdings
as of December 31, 2008
(as a percent of net assets)

U.S. Treasury Note, 2.750%, due 10/31/13	3.6	%
JPMorgan Chase & Co.	3.2	%
Marsh & McLennan Cos., Inc.	2.1	%
Unilever NV ADR	1.9	%
Time Warner, Inc.	1.9	%
American Electric Power Co., Inc.	1.8	%
Schering-Plough Corp.	1.7	%
U.S. Treasury Note, 2.000%, due 02/28/10	1.7	%
Cadbury PLC ADR	1.6	%
Bayer AG ADR	1.6	%

Portfolio holdings are subject to change daily.

* Effective January 1, 2009, Thomas Bastian replaced Jim Gilligan as the lead portfolio manager to the Portfolio and Sanjay Verma replaced Steven Kreider as a portfolio manager. In addition, Mary Jayne Maly was added as a co-portfolio manager to the Portfolio.

** Formerly known as the Lehman Brothers U.S. Government/Credit Bond Index. As of October 31, 2008, all Lehman Brothers indices were renamed: the words "Lehman Brothers" changed to "Barclays Capital."

PORTFOLIO MANAGERS' REPORT

ING VAN KAMPEN EQUITY AND INCOME PORTFOLIO

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			5 Year			Since Inception of Classes ADV, I and S December 10, 2001
Class ADV		(23.76	)%		0.88	%		0.08	%
Class I		(23.38	)%		1.38	%		0.58	%
Class S		(23.56	)%		1.13	%		0.33	%
Russell 1000^® Value Index⁽¹⁾		(36.85	)%		(0.79	)%		1.10	%⁽⁴⁾
Barclays Capital U.S. Government/Credit Index⁽²⁾		5.70	%		4.64	%		5.35	%⁽⁴⁾
Composite Index⁽³⁾		(21.80	)%		1.58	%		3.09	%⁽⁴⁾

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 Barclays Capital U.S. Government/Credit Index is an index made up of the Barclays Capital 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.

⁽³⁾ 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) Barclays Capital U.S. Government/Credit Index.

⁽⁴⁾ 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, 2008 to December 31, 2008. 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 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.

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING American Century Large Company Value Portfolio	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*
Class ADV	$	1,000.00	$	733.20		1.40	%	$	6.10	$	1,000.00	$	1,018.10		1.40	%	$	7.10
Class I		1,000.00		734.70		0.90			3.92		1,000.00		1,020.61		0.90			4.57
Class S		1,000.00		734.10		1.15			5.01		1,000.00		1,019.36		1.15			5.84
ING American Century Small-Mid Cap Value Portfolio
Class ADV	$	1,000.00	$	804.70		1.52	%	$	6.90	$	1,000.00	$	1,017.50		1.52	%	$	7.71
Class I		1,000.00		806.00		1.02			4.63		1,000.00		1,020.01		1.02			5.18
Class S		1,000.00		805.00		1.27			5.76		1,000.00		1,018.75		1.27			6.44
ING Baron Asset Portfolio
Class ADV	$	1,000.00	$	664.70		1.57	%	$	6.57	$	1,000.00	$	1,017.24		1.57	%	$	7.96
Class I		1,000.00		663.70		1.07			4.47		1,000.00		1,019.76		1.07			5.43
Class S		1,000.00		665.30		1.32			5.53		1,000.00		1,018.50		1.32			6.70

* Expenses are equal to each Portfolio's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 184/366 to reflect the most recent fiscal half-year.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING Baron Small Cap Growth Portfolio	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*
Class ADV	$	1,000.00	$	679.60		1.58	%	$	6.67	$	1,000.00	$	1,017.19		1.58	%	$	8.01
Class I		1,000.00		681.40		1.08			4.56		1,000.00		1,019.71		1.08			5.48
Class S		1,000.00		680.60		1.31			5.53		1,000.00		1,018.55		1.31			6.65
ING Columbia Small Cap Value II Portfolio
Class ADV	$	1,000.00	$	717.00		1.41	%	$	6.09	$	1,000.00	$	1,018.05		1.41	%	$	7.15
Class I		1,000.00		718.20		0.91			3.93		1,000.00		1,020.56		0.91			4.62
Class S		1,000.00		717.70		1.16			5.01		1,000.00		1,019.30		1.16			5.89
ING Davis New York Venture Portfolio
Class ADV	$	1,000.00	$	686.60		1.40	%	$	5.94	$	1,000.00	$	1,018.10		1.40	%	$	7.10
Class I		1,000.00		688.30		0.90			3.82		1,000.00		1,020.61		0.90			4.57
Class S		1,000.00		687.00		1.15			4.88		1,000.00		1,019.36		1.15			5.84
ING JPMorgan Mid Cap Value Portfolio
Class ADV	$	1,000.00	$	734.60		1.50	%	$	6.54	$	1,000.00	$	1,017.60		1.50	%	$	7.61
Class I		1,000.00		736.80		1.00			4.37		1,000.00		1,020.11		1.00			5.08
Class S		1,000.00		735.80		1.25			5.45		1,000.00		1,018.85		1.25			6.34
ING Legg Mason Partners Aggressive Growth Portfolio
Class ADV	$	1,000.00	$	664.10		1.31	%	$	5.48	$	1,000.00	$	1,018.55		1.31	%	$	6.65
Class I		1,000.00		665.50		0.81			3.39		1,000.00		1,021.06		0.81			4.12
Class S		1,000.00		664.70		1.06			4.44		1,000.00		1,019.81		1.06			5.38
ING Neuberger Berman Partners Portfolio
Class ADV	$	1,000.00	$	511.80		1.17	%	$	4.45	$	1,000.00	$	1,019.25		1.17	%	$	5.94
Class I		1,000.00		513.80		0.67			2.55		1,000.00		1,021.77		0.67			3.40
Class S		1,000.00		512.60		0.89			3.38		1,000.00		1,020.66		0.89			4.52
ING Oppenheimer Global Portfolio
Class ADV	$	1,000.00	$	688.90		1.16	%	$	4.92	$	1,000.00	$	1,019.30		1.16	%	$	5.89
Class I		1,000.00		690.40		0.66			2.80		1,000.00		1,021.82		0.66			3.35
Class S		1,000.00		689.20		0.91			3.86		1,000.00		1,020.56		0.91			4.62
ING Oppenheimer Strategic Income Portfolio
Class ADV	$	1,000.00	$	828.00		1.00	%	$	4.59	$	1,000.00	$	1,020.11		1.00	%	$	5.08
Class I		1,000.00		830.80		0.54			2.49		1,000.00		1,022.42		0.54			2.75
Class S		1,000.00		830.10		0.75			3.45		1,000.00		1,021.37		0.75			3.81

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING PIMCO Total Return Portfolio	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*
Class ADV	$	1,000.00	$	991.20		1.15	%	$	5.76	$	1,000.00	$	1,019.36		1.15	%	$	5.84
Class I		1,000.00		993.70		0.65			3.26		1,000.00		1,021.87		0.65			3.30
Class S		1,000.00		992.10		0.90			4.51		1,000.00		1,020.61		0.90			4.57
ING Pioneer High Yield Portfolio
Class ADV	$	1,000.00	$	716.00		1.23	%	$	5.31	$	1,000.00	$	1,018.95		1.23	%	$	6.24
Class I		1,000.00		717.50		0.73			3.15		1,000.00		1,021.47		0.73			3.71
Class S		1,000.00		716.60		0.98			4.23		1,000.00		1,020.21		0.98			4.98
ING T. Rowe Price Diversified Mid Cap Growth Portfolio
Class ADV	$	1,000.00	$	602.50		1.16	%	$	4.67	$	1,000.00	$	1,019.30		1.16	%	$	5.89
Class I		1,000.00		603.40		0.66			2.66		1,000.00		1,021.82		0.66			3.35
Class S		1,000.00		602.70		0.91			3.67		1,000.00		1,020.56		0.91			4.62
ING T. Rowe Price Growth Equity Portfolio
Class ADV	$	1,000.00	$	639.30		1.24	%	$	5.11	$	1,000.00	$	1,018.90		1.24	%	$	6.29
Class I		1,000.00		641.00		0.74			3.05		1,000.00		1,021.42		0.74			3.76
Class S		1,000.00		640.30		0.99			4.08		1,000.00		1,020.16		0.99			5.03
ING Templeton Foreign Equity Portfolio
Class ADV	$	1,000.00	$	679.90		1.47	%	$	6.21	$	1,000.00	$	1,017.75		1.47	%	$	7.46
Class I		1,000.00		682.20		0.97			4.10		1,000.00		1,020.26		0.97			4.93
Class S		1,000.00		679.50		1.22			5.15		1,000.00		1,019.00		1.22			6.19
ING Thornburg Value Portfolio
Class ADV	$	1,000.00	$	694.50		1.40	%	$	5.96	$	1,000.00	$	1,018.10		1.40	%	$	7.10
Class I		1,000.00		696.10		0.90			3.84		1,000.00		1,020.61		0.90			4.57
Class S		1,000.00		695.40		1.15			4.90		1,000.00		1,019.36		1.15			5.84
ING UBS U.S. Large Cap Equity Portfolio
Class ADV	$	1,000.00	$	679.00		1.35	%	$	5.70	$	1,000.00	$	1,018.35		1.35	%	$	6.85
Class I		1,000.00		680.70		0.85			3.59		1,000.00		1,020.86		0.85			4.32
Class S		1,000.00		679.80		1.10			4.64		1,000.00		1,019.61		1.10			5.58
ING Van Kampen Comstock Portfolio
Class ADV	$	1,000.00	$	762.00		1.31	%	$	5.80	$	1,000.00	$	1,018.55		1.31	%	$	6.65
Class I		1,000.00		763.50		0.81			3.59		1,000.00		1,021.06		0.81			4.12
Class S		1,000.00		762.90		1.06			4.70		1,000.00		1,019.81		1.06			5.38

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING Van Kampen Equity and Income Portfolio	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*
Class ADV	$	1,000.00	$	833.60		1.07	%	$	4.93	$	1,000.00	$	1,019.76		1.07	%	$	5.43
Class I		1,000.00		835.70		0.57			2.63		1,000.00		1,022.27		0.57			2.90
Class S		1,000.00		834.70		0.82			3.78		1,000.00		1,021.01		0.82			4.17

Effective September 6, 2008, the contractual obligations for ING Pioneer High Yield Portfolio have changed. If this change had been in place during the entire six-month period, actual and hypothetical ending account balances, annualized expense ratios and expenses paid would have been as follows:

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING Pioneer High Yield Portfolio	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008**		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008**
Class ADV	$	1,000.00	$	716.00		1.21	%	$	5.22	$	1,000.00	$	1,019.05		1.21	%	$	6.14
Class I		1,000.00		717.50		0.71			3.07		1,000.00		1,021.57		0.71			3.61
Class S		1,000.00		716.60		0.96			4.14		1,000.00		1,020.31		0.96			4.88

** Expenses are equal to each Portfolio's respective annualized expense ratios, adjusted for contractual changes, multiplied by the average account value over the period, multiplied by 184/366 to reflect the most recent fiscal half-year.

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 Mid Cap Value Portfolio, ING Legg Mason Partners Aggressive Growth Portfolio, ING Neuberger Berman Partners Portfolio, ING Oppenheimer Global Portfolio, ING Oppenheimer Strategic Income Portfolio, ING PIMCO Total Return Portfolio, ING Pioneer High Yield Portfolio, ING T. Rowe Price Diversified Mid Cap Growth Portfolio, ING T. Rowe Price Growth Equity Portfolio, ING Templeton Foreign Equity Portfolio, ING Thornburg Value Portfolio, ING UBS U.S. Large Cap Equity Portfolio, ING Van Kampen Comstock Portfolio, and ING Van Kampen Equity and Income Portfolio, each a series of I NG Partners, Inc., as of December 31, 2008, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2008, 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, 2008, 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, 2009

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008

	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+*	$	14,666,768		$	72,517,694		$	6,087,121		$	399,343,136
Short-term investments**		43,990			3,548,271			—			—
Short-term investments in affiliates***		645,059			1,587,950			—			42,852,540
Cash		—			602			610,202			—
Receivables:
Investment securities sold		53,568			2,089,671			—			1,688,090
Fund shares sold		28,583			80,895			4,684			3,515,587
Dividends and interest		36,546			246,788			5,149			298,522
Variation margin		7,338			—			—			—
Unrealized appreciation on forward foreign currency contracts		—			2,101			—			—
Prepaid expenses		—			—			142			—
Reimbursement due from manager		1,246			9,203			2,814			—
Total assets		15,483,098			80,083,175			6,710,112			447,697,875
LIABILITIES:
Payable for investment securities purchased		22,352			1,269,044			—			—
Payable for fund shares redeemed		81,128			85,362			23,998			680,179
Payable upon receipt of securities loaned		50,811			3,598,795			—			—
Unrealized depreciation on forward foreign currency contracts		—			8,141			—			—
Payable to affiliates		15,255			79,080			10,907			443,633
Payable to custodian due to bank overdraft		198			—			—			—
Payable for directors fees		—			—			2,349			—
Other accrued expenses and liabilities		—			—			9,020			—
Total liabilities		169,744			5,040,422			46,274			1,123,812
NET ASSETS	$	15,313,354		$	75,042,753		$	6,663,838		$	446,574,063
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	33,209,817		$	112,529,824		$	10,869,320		$	615,500,765
Undistributed net investment income		48,350			1,607,412			139			23,826
Accumulated net realized loss on Investments, foreign currency related transactions, and futures		(11,446,312	)		(23,358,542	)		(1,245,269	)		(141,986,591	)
Net unrealized depreciation on investments, foreign currency related transactions, and futures		(6,498,501	)		(15,735,941	)		(2,960,352	)		(26,963,937	)
NET ASSETS	$	15,313,354		$	75,042,753		$	6,663,838		$	446,574,063
+ Including securities loaned at value	$	53,682		$	3,616,563		$	—		$	—
* Cost of investments in securities	$	21,157,821		$	88,196,961		$	9,047,473		$	426,307,073
** Cost of short-term investments	$	50,811		$	3,598,795		$	—		$	—
*** Cost of short-term investments in affiliates	$	645,059		$	1,587,950		$	—		$	42,852,540

See Accompanying Notes to Financial Statements
49

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008 (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 ADV:
Net assets	$	2,096,985	$	7,860,802	$	1,645,532	$	23,542,462
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		451,784		1,087,592		235,881		2,163,598
Net asset value and redemption price per share	$	4.64	$	7.23	$	6.98	$	10.88
Class I:
Net assets	$	5,460,537	$	35,921,513	$	1,747,782	$	131,198,948
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		1,184,330		4,865,806		247,104		11,641,849
Net asset value and redemption price per share	$	4.61	$	7.38	$	7.07	$	11.27
Class S:
Net assets	$	7,755,832	$	31,260,438	$	3,270,524	$	291,832,653
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		1,661,318		4,257,739		465,869		26,342,353
Net asset value and redemption price per share	$	4.67	$	7.34	$	7.02	$	11.08

See Accompanying Notes to Financial Statements
50

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008

	ING Columbia Small Cap Value II Portfolio			ING Davis New York Venture Portfolio			ING JPMorgan Mid Cap Value Portfolio			ING Legg Mason Partners Aggressive Growth Portfolio
ASSETS:
Investments in securities at value+*	$	367,742,447		$	317,699,457		$	165,736,357		$	534,056,774
Short-term investments**		—			—			13,084,960			123,703
Short-term investments in affiliates***		6,762,892			—			6,263,329			10,685,626
Short-term investments at amortized cost		—			31,607,168			—			—
Cash		1,741,660			233,429			15,726			4,441
Foreign currencies at value****		—			522			—			—
Receivables:
Investment securities sold		455,909			464,696			1,332,608			—
Fund shares sold		674,066			3,286,450			78,929			1,471,367
Dividends and interest		871,103			352,891			391,210			383,437
Prepaid expenses		762			—			—			—
Total assets		378,248,839			353,644,613			186,903,119			546,725,348
LIABILITIES:
Payable for investment securities purchased		1,323,669			—			54,922			154,628
Payable for fund shares redeemed		135,827			58,829			702,266			358,280
Payable upon receipt of securities loaned		—			—			13,247,554			—
Payable to affiliates		280,299			302,224			155,386			388,937
Payable for directors fees		2,148			—			—			—
Other accrued expenses and liabilities		81,281			—			—			—
Total liabilities		1,823,224			361,053			14,160,128			901,845
NET ASSETS	$	376,425,615		$	353,283,560		$	172,742,991		$	545,823,503
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	536,784,326		$	530,397,202		$	245,770,877		$	826,523,860
Undistributed net investment income		4,995,273			2,934,589			88,539			—
Accumulated net realized loss on investments and foreign currency related transactions		(50,049,407	)		(25,863,931	)		(8,442,648	)		(174,552,186	)
Net unrealized depreciation on investments and foreign currency related transactions		(115,304,577	)		(154,184,300	)		(64,673,777	)		(106,148,171	)
NET ASSETS	$	376,425,615		$	353,283,560		$	172,742,991		$	545,823,503
+ Including securities loaned at value	$	—		$	—		$	13,147,685		$	—
* Cost of investments in securities	$	483,047,024		$	471,885,793		$	230,247,540		$	640,174,020
** Cost of short-term investments	$	—		$	—		$	13,247,554		$	154,628
*** Cost of short-term investments in affiliates	$	6,762,892		$	—		$	6,263,329		$	10,685,626
**** Cost of foreign currencies	$	—		$	535		$	—		$	—

See Accompanying Notes to Financial Statements
51

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008 (CONTINUED)

	ING Columbia Small Cap Value II Portfolio		ING Davis New York Venture Portfolio		ING JPMorgan Mid Cap Value Portfolio		ING Legg Mason Partners Aggressive Growth Portfolio
Class ADV:
Net assets	$	443,754	$	5,661,855	$	13,623,598	$	3,631,098
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		65,445		471,108		1,474,834		128,012
Net asset value and redemption price per share	$	6.78	$	12.02	$	9.24	$	28.37
Class I:
Net assets	$	225,673,236	$	133,935,839	$	80,515,090	$	455,681,822
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		32,923,029		10,871,394		8,633,640		15,512,779
Net asset value and redemption price per share	$	6.85	$	12.32	$	9.33	$	29.37
Class S:
Net assets	$	150,308,625	$	213,685,866	$	78,604,303	$	86,510,583
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		22,033,872		17,538,509		8,463,554		2,997,332
Net asset value and redemption price per share	$	6.82	$	12.18	$	9.29	$	28.86

See Accompanying Notes to Financial Statements
52

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008

	ING Neuberger Berman Partners Portfolio			ING Oppenheimer Global Portfolio			ING Oppenheimer Strategic Income Portfolio			ING PIMCO Total Return Portfolio
ASSETS:
Investments in securities at value+*	$	241,289,905		$	1,304,447,228		$	463,612,564		$	884,774,915
Short-term investments**		—			131,116,555			17,795,629			20,288,173
Short-term investments in affiliates***		—			20,084,110			67,160,961			—
Short-term investments at amortized cost		—			—			50,980,240			14,909,817
Cash		8,554,856			—			—			6,028,938
Cash collateral for futures		—			—			—			3,933,000
Foreign currencies at value****		—			535,622			—			7,239,490
Receivables:
Investment securities sold		2,943,296			117,573			3,312,784			1,489,518
Investment securities sold on a delayed-delivery or when-issued basis		—			—			1,658,001			12,572,344
Fund shares sold		1,184,719			1,337,144			173,486			301,790
Dividends and interest		518,540			2,112,809			6,665,225			4,732,157
Variation margin		—			—			187,552			12,287
Unrealized appreciation on forward foreign currency contracts		—			—			20,674,921			646,476
Upfront payments made on swap agreements		—			—			2,646,196			2,480,780
Unrealized appreciation on swap agreements		—			—			12,945,169			5,086,541
Unrealized appreciation on unfunded commitments		—			—			275,749			—
Prepaid expenses		1,784			—			—			—
Reimbursement due from manager		31,876			—			—			—
Total assets		254,524,976			1,459,751,041			648,088,477		$	964,496,226
LIABILITIES:
Payable for investment securities purchased		3,261,136			2,987,676			8,439,068			4,570,111
Payable for investment securities purchased on a delayed-delivery or when-issued basis		—			—			17,844,787			397,670,814
Payable for fund shares redeemed		38,001			1,597,923			968,825			546,066
Payable for futures variation margin		—			—			869,587			694,406
Payable upon receipt of securities loaned		—			132,214,332			15,242,603			20,332,470
Payable for terminated investment contracts (Note 14)		—			—			2,433,179			266,045
Payable for collateral due to counterparties		—			—			—			2,010,000
Unrealized depreciation on forward foreign currency contracts		—			—			22,119,752			2,195,103
Upfront payments received on swap agreements		—			—			5,428,112			3,487,820
Unrealized depreciation on swap agreements		—			—			17,578,663			26,077,325
Payable to affiliates		189,642			750,015			265,521			326,515
Payable to custodian due to bank overdraft		—			—			520,066			—
Payable to custodian due to foreign currency overdraft*****		—			—			165,895			—
Payable for directors fees		7,092			—			—			—
Other accrued expenses and liabilities		58,786			—			6,740			4,688
Written options^		—			—			23,201			4,146,304
Total liabilities		3,554,657			137,549,946			91,905,999			462,327,667
NET ASSETS	$	250,970,319		$	1,322,201,095		$	556,182,478		$	502,168,559
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	501,253,716		$	1,716,163,398		$	656,076,248		$	495,681,990
Undistributed net investment income		2,624,225			34,325,717			13,599,645			25,571,574
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, written options, and sales commitments		(131,385,110	)		(11,042,670	)		(15,682,438	)		16,286,357
Net unrealized depreciation on investments, foreign currency related transactions, futures, swaps, written options, and unfunded commitments		(121,522,512	)		(417,245,350	)		(97,810,977	)		(35,371,362	)
NET ASSETS	$	250,970,319		$	1,322,201,095		$	556,182,478		$	502,168,559
+ Including securities loaned at value	$	—		$	118,751,371		$	14,877,978		$	19,932,705
* Cost of investments in securities	$	362,806,838		$	1,720,605,939		$	556,823,246		$	908,045,177
** Cost of short-term investments	$	—		$	132,214,332		$	17,941,955		$	20,332,470
*** Cost of short-term investments in affiliates	$	—		$	20,084,110		$	67,160,961		$	—
**** Cost of foreign currencies	$	—		$	525,681		$	—		$	7,325,890
***** Cost of foreign currency overdraft	$	—		$	—		$	165,682		$	—
^ Premiums received on written options	$	—		$	—		$	25,248		$	1,146,887

See Accompanying Notes to Financial Statements
53

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008 (CONTINUED)

	ING Neuberger Berman Partners Portfolio		ING Oppenheimer Global Portfolio		ING Oppenheimer Strategic Income Portfolio		ING PIMCO Total Return Portfolio
Class ADV:
Net assets	$	1,594	$	40,813,076	$	16,393,433	$	44,599,220
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		293		4,639,131		1,853,480		4,089,645
Net asset value and redemption price per share	$	5.44	$	8.80	$	8.84	$	10.91
Class I:
Net assets	$	187,621,010	$	1,124,126,933	$	451,196,552	$	265,310,543
Shares authorized		100,000,000		250,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		34,081,480		123,942,541		50,594,259		23,954,247
Net asset value and redemption price per share	$	5.51	$	9.07	$	8.92	$	11.08
Class S:
Net assets	$	63,347,715	$	157,261,086	$	88,592,493	$	192,258,796
Shares authorized		100,000,000		100,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		11,556,312		17,820,457		9,932,674		17,468,586
Net asset value and redemption price per share	$	5.48	$	8.82	$	8.92	$	11.01

See Accompanying Notes to Financial Statements
54

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008

	ING Pioneer High Yield Portfolio			ING T. Rowe Price Diversified Mid Cap Growth Portfolio			ING T. Rowe Price Growth Equity Portfolio			ING Templeton Foreign Equity Portfolio
ASSETS:
Investments in securities at value+*	$	236,381,059		$	511,298,985		$	837,024,600		$	536,081,728
Short-term investments**		—			40,336,507			4,811,244			—
Short-term investments in affiliates***		41,944,919			—			—			—
Short-term investments at amortized cost		—			1,388,762			23,328,156			34,999,998
Cash		—			488,294			4,870,118			7,512,979
Foreign currencies at value****		—			3,791			18,283			884,057
Receivables:
Investment securities sold		—			—			282,497			211
Fund shares sold		208,141			392,046			785,876			3,766,784
Dividends and interest		5,915,501			423,777			1,473,500			2,076,367
Prepaid expenses		401			—			—			714
Reimbursement due from manager		6,974			—			—			—
Total assets		284,456,995			554,332,162			872,594,274			585,322,838
LIABILITIES:
Payable for investment securities purchased		1,874,449			74,058			485,429			767,808
Payable for fund shares redeemed		214,975			577,470			1,154,781			886,815
Payable upon receipt of securities loaned		—			41,021,680			5,150,389			—
Income distribution payable		920			—			—			—
Payable to affiliates		142,880			281,524			566,702			528,366
Payable to custodian due to bank overdraft		23,178			—			—			—
Payable for directors fees		2,911			—			—			2,798
Other accrued expenses and liabilities		87,157			—			—			207,449
Total liabilities		2,346,470			41,954,732			7,357,301			2,393,236
NET ASSETS	$	282,110,525		$	512,377,430		$	865,236,973		$	582,929,602
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	373,311,123		$	776,055,083		$	1,242,527,913		$	916,108,951
Undistributed net investment income		—			216,631			—			14,343
Accumulated net realized loss on investments and foreign currency related transactions		(15,915,715	)		(16,360,916	)		(109,289,116	)		(35,222,274	)
Net unrealized depreciation on investments and foreign currency related transactions		(75,284,883	)		(247,533,368	)		(268,001,824	)		(297,971,418	)
NET ASSETS	$	282,110,525		$	512,377,430		$	865,236,973		$	582,929,602
+ Including securities loaned at value	$	—		$	40,917,865		$	5,267,973		$	—
* Cost of investments in securities	$	311,665,942		$	758,147,138		$	1,104,718,927		$	833,996,992
** Cost of short-term investments	$	—		$	41,021,680		$	5,150,389		$	—
*** Cost of short-term investments in affiliates	$	41,944,919		$	—		$	—		$	—
**** Cost of foreign currencies	$	—		$	3,833		$	18,485		$	885,667

See Accompanying Notes to Financial Statements
55

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008 (CONTINUED)

	ING Pioneer High Yield Portfolio		ING T. Rowe Price Diversified Mid Cap Growth Portfolio		ING T. Rowe Price Growth Equity Portfolio		ING Templeton Foreign Equity Portfolio
Class ADV:
Net assets	$	772,604	$	15,400,884	$	49,551,082	$	9,417,631
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		118,676		3,472,369		1,533,499		1,201,936
Net asset value and redemption price per share	$	6.51	$	4.44	$	32.31	$	7.84
Class I:
Net assets	$	279,168,309	$	487,967,669	$	745,789,863	$	405,874,033
Shares authorized		100,000,000		250,000,000		100,000,000		100,000,000
Par value	$	0.001	$	0.001	$	0.001	$	0.001
Shares outstanding		42,827,116		106,061,463		22,822,930		51,865,058
Net asset value and redemption price per share	$	6.52	$	4.60	$	32.68	$	7.83
Class S:
Net assets	$	2,169,612	$	9,008,877	$	69,896,028	$	167,637,938
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		332,563		1,988,765		2,154,064		21,469,699
Net asset value and redemption price per share	$	6.52	$	4.53	$	32.45	$	7.81

See Accompanying Notes to Financial Statements
56

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008

	ING Thornburg Value Portfolio			ING UBS U.S. Large Cap Equity Portfolio			ING Van Kampen Comstock Portfolio			ING Van Kampen Equity and Income Portfolio
ASSETS:
Investments in securities at value+*	$	239,423,183		$	258,823,327		$	546,791,026		$	679,729,030
Short-term investments**		14,985,514			3,251,795			5,698,201			—
Short-term investments in affiliates***		28,774,517			1,812,774			—			—
Cash		72,907			—			28,317,218			39,386,885
Foreign currencies at value****		—			—			—			3,914
Receivables:
Investment securities sold		399,870			176,528			485,037			711,439
Fund shares sold		199,537			169,533			746,561			21,210
Dividends and interest		514,264			606,794			1,428,602			3,045,574
Prepaid expenses		—			—			—			336
Reimbursement due from manager		—			—			17,045			—
Total assets		284,369,792			264,840,751			583,483,690			722,898,388
LIABILITIES:
Payable for investment securities purchased		3,772,956			40,109			8,179,271			349,267
Payable for fund shares redeemed		56,115			72,131			187,556			2,314,095
Payable upon receipt of securities loaned		15,093,475			3,487,032			5,891,520			—
Payable to affiliates		193,984			186,683			458,554			381,114
Payable to custodian due to foreign currency overdraft*****		409			—			—			—
Total liabilities		19,116,939			3,785,955			14,716,901			3,044,476
NET ASSETS	$	265,252,853		$	261,054,796		$	568,766,789		$	719,853,912
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	552,812,289		$	455,050,402		$	917,965,073		$	894,492,779
Undistributed net investment income		3,486,313			450,538			1,191,721			1,506,382
Accumulated net realized loss on investments, foreign currency related transactions, and futures		(187,784,683	)		(79,073,719	)		(154,409,769	)		(70,801,888	)
Net unrealized depreciation on investments and foreign currency related transactions		(103,261,066	)		(115,372,425	)		(195,980,236	)		(105,343,361	)
NET ASSETS	$	265,252,853		$	261,054,796		$	568,766,789		$	719,853,912
+ Including securities loaned at value	$	13,072,926		$	3,438,514		$	5,762,234		$	—
* Cost of investments in securities	$	342,575,725		$	373,960,515		$	742,577,943		$	785,073,120
** Cost of short-term investments	$	15,093,475		$	3,487,032		$	5,891,520		$	—
*** Cost of short-term investments in affiliates	$	28,774,517		$	1,812,774		$	—		$	—
**** Cost of foreign currencies	$	—		$	—		$	—		$	3,185
***** Cost of foreign currency overdraft	$	371		$	—		$	—		$	—

See Accompanying Notes to Financial Statements
57

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008 (CONTINUED)

	ING Thornburg Value Portfolio		ING UBS U.S. Large Cap Equity Portfolio		ING Van Kampen Comstock Portfolio		ING Van Kampen Equity and Income Portfolio
Class ADV:
Net assets	$	2,280,741	$	6,041,358	$	13,777,914	$	10,333,872
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		114,274		987,279		1,943,014		406,238
Net asset value and redemption price per share	$	19.96	$	6.12	$	7.09	$	25.44
Class I:
Net assets	$	256,368,592	$	235,656,906	$	357,862,649	$	516,377,991
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		12,577,714		38,024,021		50,227,536		20,052,054
Net asset value and redemption price per share	$	20.38	$	6.20	$	7.12	$	25.75
Class S:
Net assets	$	6,603,520	$	19,356,532	$	197,126,226	$	193,142,049
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		325,943		3,146,057		27,680,092		7,550,471
Net asset value and redemption price per share	$	20.26	$	6.15	$	7.12	$	25.58

See Accompanying Notes to Financial Statements
58

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008

	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*⁽¹⁾	$	1,414,626		$	2,617,039		$	93,971		$	3,863,964
Interest		39,291			9,068			3,588			576,531
Securities lending income, net		25,007			81,775			—			—
Total investment income		1,478,924			2,707,882			97,559			4,440,495
EXPENSES:
Investment management fees		392,392			885,499			145,517			4,804,907
Distribution and service fees:
Class ADV		14,628			51,858			13,780			190,236
Class S		31,381			88,874			9,934			903,972
Transfer agent fees		—			—			770			—
Administrative service fees		98,098			221,375			15,317			1,300,163
Shareholder reporting expense		—			—			3,436			—
Registration fees		—			—			23			—
Professional fees		—			—			1,212			—
Custody and accounting expense		—			—			5,128			—
Directors fees		—			—			598			—
Miscellaneous expense		—			—			7,151			—
Total expenses		536,499			1,247,606			202,866			7,199,278
Net waived and reimbursed fees		(49,150	)		(204,237	)		(15,002	)		(82,255	)
Net expenses		487,349			1,043,369			187,864			7,117,023
Net investment income (loss)		991,575			1,664,513			(90,305	)		(2,676,528	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized gain (loss) on:
Investments		(9,611,414	)		(19,653,925	)		(1,241,430	)		(141,993,482	)
Foreign currency related transactions		—			20,128			(256	)		—
Futures		(1,306,073	)		—			—			—
Net realized loss on investments, foreign currency related transactions, and futures		(10,917,487	)		(19,633,797	)		(1,241,686	)		(141,993,482	)
Net change in unrealized appreciation or depreciation on:
Investments		(6,923,359	)		(8,771,928	)		(5,407,522	)		(148,498,258	)
Foreign currency related transactions		—			(5,498	)		—			—
Futures		86,266			—			—			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		(6,837,093	)		(8,777,426	)		(5,407,522	)		(148,498,258	)
Net realized and unrealized loss on investments, foreign currency related transactions, and futures		(17,754,580	)		(28,411,223	)		(6,649,208	)		(290,491,740	)
Decrease in net assets resulting from operations	$	(16,763,005	)	$	(26,746,710	)	$	(6,739,513	)	$	(293,168,268	)
* Foreign taxes withheld	$	7,934		$	2,896		$	536		$	21,171
⁽¹⁾ Dividends from affiliates	$	3,964		$	14,477		$	—		$	261,291

See Accompanying Notes to Financial Statements
59

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008

	ING Columbia Small Cap Value II Portfolio			ING Davis New York Venture Portfolio			ING JPMorgan Mid Cap Value Portfolio			ING Legg Mason Partners Aggressive Growth Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*⁽¹⁾	$	8,438,929		$	6,625,251		$	4,931,438		$	6,024,063
Interest		183,618			552,419			94,911			227,433
Securities lending income, net		—			—			197,634			773,292
Total investment income		8,622,547			7,177,670			5,223,983			7,024,788
EXPENSES:
Investment management fees		2,651,583			3,163,478			1,574,829			6,107,349
Distribution and service fees:
Class ADV		2,264			41,524			95,292			29,492
Class S		415,167			593,870			202,780			327,262
Transfer agent fees		994			—			—			—
Administrative service fees		353,539			395,429			524,943			1,171,490
Shareholder reporting expense		63,148			—			—			—
Registration fees		235			—			—			—
Professional fees		25,103			—			—			—
Custody and accounting expense		98,376			—			—			—
Directors fees		10,450			—			—			—
Miscellaneous expense		8,850			—			—			—
Total expenses		3,629,709			4,194,301			2,397,844			7,635,593
Net waived and reimbursed fees		(2,168	)		—			(1,306	)		(6,425	)
Brokerage commission recapture		(83,041	)		—			—			—
Net expenses		3,544,500			4,194,301			2,396,538			7,629,168
Net investment income (loss)		5,078,047			2,983,369			2,827,445			(604,380	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments		(49,907,569	)		(25,655,197	)		(8,271,977	)		38,163,206
Foreign currency related transactions		—			(43,799	)		—			—
Net realized gain (loss) on investments and foreign currency related transactions		(49,907,569	)		(25,698,996	)		(8,271,977	)		38,163,206
Net change in unrealized appreciation or depreciation on:
Investments		(114,109,681	)		(174,939,737	)		(76,236,525	)		(425,820,606	)
Foreign currency related transactions		—			4,827			—			—
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(114,109,681	)		(174,934,910	)		(76,236,525	)		(425,820,606	)
Net realized and unrealized loss on investments and foreign currency related transactions		(164,017,250	)		(200,633,906	)		(84,508,502	)		(387,657,400	)
Decrease in net assets resulting from operations	$	(158,939,203	)	$	(197,650,537	)	$	(81,681,057	)	$	(388,261,780	)
* Foreign taxes withheld	$	59		$	81,772		$	14,113		$	42,077
⁽¹⁾ Dividends from affiliates	$	56,754		$	—		$	34,131		$	163,755

See Accompanying Notes to Financial Statements
60

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008

	ING Neuberger Berman Partners Portfolio			ING Oppenheimer Global Portfolio			ING Oppenheimer Strategic Income Portfolio			ING PIMCO Total Return Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*⁽¹⁾	$	5,707,179		$	49,592,116		$	393,131		$	343,905
Interest		13,635			251,868			34,266,493			25,232,597
Securities lending income, net		—			4,392,538			309,044			72,108
Total investment income		5,720,814			54,236,522			34,968,668			25,648,610
EXPENSES:
Investment management fees		2,490,516			11,909,749			3,133,756			2,465,411
Distribution and service fees:
Class ADV		12			361,184			109,932			212,974
Class S		292,092			516,220			225,844			416,300
Transfer agent fees		696			—			—			—
Administrative service fees		415,081			1,190,945			249,003			787,921
Shareholder reporting expense		69,912			—			—			—
Registration fees		323			—			—			—
Professional fees		48,746			—			—			—
Custody and accounting expense		51,231			—			—			—
Directors fees		15,006			—			—			—
Miscellaneous expense		12,879			—			—			—
Total expenses		3,396,494			13,978,098			3,718,535			3,882,606
Net waived and reimbursed fees		(351,898	)		(5,293	)		(98,182	)		(30,979	)
Net expenses		3,044,596			13,972,805			3,620,353			3,851,627
Net investment income		2,676,218			40,263,717			31,348,315			21,796,983
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FUTURES, WRITTEN OPTIONS, SWAPS, SALES COMMITMENTS, AND UNFUNDED COMMITMENTS:
Net realized gain (loss) on:
Investments		(117,953,182	)		874,216			(14,810,681	)		23,853,246
Foreign currency related transactions		(45,555	)		(1,045,861	)		(1,433,099	)		4,418,315
Futures		—			—			11,239,552			14,126,840
Swaps		—			—			(30,906,775	)		(701,181	)
Written options		—			—			3,004,990			(6,157,009	)
Sales commitments		—			—			—			(3,942,544	)
Net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, written options, and sales commitments		(117,998,737	)		(171,645	)		(32,906,013	)		31,597,667
Net change in unrealized appreciation or depreciation on:
Investments**		(190,064,282	)		(1,010,135,139	)		(102,798,776	)		(31,060,229	)
Foreign currency related transactions		(5,579	)		4,341			(3,235,503	)		(3,801,908	)
Futures		—			—			1,361,808			4,951,475
Swaps		—			—			(3,996,266	)		(24,249,101	)
Written options		—			—			(40,661	)		289,778
Sales commitments		—			—			(210	)		151,985
Unfunded commitments		—			—			275,749			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, written options, sales commitments, and undfunded commitments		(190,069,861	)		(1,010,130,798	)		(108,433,859	)		(53,718,000	)
Net realized and unrealized loss on investments, foreign currency related transactions, futures, swaps, written options, sales commitments, and unfunded commitments		(308,068,598	)		(1,010,302,443	)		(141,339,872	)		(22,120,333	)
Decrease in net assets resulting from operations	$	(305,392,380	)	$	(970,038,726	)	$	(109,991,557	)	$	(323,350	)
* Foreign taxes withheld	$	17,680		$	4,248,107		$	32,780		$	4,754
** Foreign tax accrued on Indian investments	$	—		$	9,875		$	—		$	—
⁽¹⁾ Dividends from affiliates	$	—		$	137,526		$	337,629		$	—

See Accompanying Notes to Financial Statements
61

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008

	ING Pioneer High Yield Portfolio			ING T. Rowe Price Diversified Mid Cap Growth Portfolio			ING T. Rowe Price Growth Equity Portfolio			ING Templeton Foreign Equity Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*⁽¹⁾	$	832,434		$	6,563,540		$	13,770,198		$	21,620,728
Interest		14,477,814			1,604			206,968			958,263
Securities lending income, net		—			921,145			748,533			95,734
Total investment income		15,310,248			7,486,289			14,725,699			22,674,725
EXPENSES:
Investment management fees		965,933			5,219,296			7,622,916			4,748,210
Distribution and service fees:
Class ADV		4,848			140,112			404,518			43,126
Class S		9,266			29,535			215,176			501,360
Transfer agent fees		1,169			—			—			1,275
Administrative service fees		160,987			163,089			1,905,557			604,395
Shareholder reporting expense		12,070			—			—			81,832
Registration fees		—			—			—			367
Professional fees		7,466			—			—			49,442
Custody and accounting expense		19,130			—			—			255,860
Directors fees		2,928			—			—			16,494
Miscellaneous expense		15,530			—			—			38,572
Total expenses		1,199,327			5,552,032			10,148,167			6,340,933
Net recouped (waived and reimbursed) fees		(17,209	)		—			(71,722	)		71,653
Brokerage commission recapture		(1,909	)		(1,457	)		(32,890	)		(755	)
Net expenses		1,180,209			5,550,575			10,043,555			6,411,831
Net investment income		14,130,039			1,935,714			4,682,144			16,262,894
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND PAYMENTS BY AFFILIATES:
Net realized gain (loss) on:
Investments		(7,358,005	)		(14,210,097	)		(103,404,968	)		(34,033,057	)
Foreign currency related transactions		—			394			(913,811	)		1,154,891
Payments by affiliates (Note 18)		30,107			—			—			—
Net realized loss on investments, foreign currency related transactions, and payments by affiliates		(7,327,898	)		(14,209,703	)		(104,318,779	)		(32,878,166	)
Net change in unrealized appreciation or depreciation on:
Investments**		(71,064,875	)		(402,305,838	)		(536,987,111	)		(344,441,217	)
Foreign currency related transactions		—			—			6,053			(32,129	)
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(71,064,875	)		(402,305,838	)		(536,981,058	)		(344,473,346	)
Net realized and unrealized loss on investments, foreign currency related transactions, and payments by affiliates		(78,392,773	)		(416,515,541	)		(641,299,837	)		(377,351,512	)
Decrease in net assets resulting from operations	$	(64,262,734	)	$	(414,579,827	)	$	(636,617,693	)	$	(361,088,618	)
* Foreign taxes withheld	$	375		$	39,312		$	440,722		$	2,394,209
** Foreign tax accrued on Indian investments	$	—		$	—		$	1,127,203		$	76,793
⁽¹⁾ Dividends from affiliates	$	87,993		$	—		$	—		$	—

See Accompanying Notes to Financial Statements
62

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008

	ING Thornburg Value Portfolio			ING UBS U.S. Large Cap Equity Portfolio			ING Van Kampen Comstock Portfolio			ING Van Kampen Equity and Income Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*⁽¹⁾	$	5,733,794		$	7,988,561		$	23,782,129		$	16,210,282
Interest		356,699			90,373			511,477			11,982,041
Securities lending income, net		418,048			253,615			449,370			3,489
Total investment income		6,508,541			8,332,549			24,742,976			28,195,812
EXPENSES:
Investment management fees		2,058,151			2,582,685			4,931,226			4,731,858
Distribution and service fees:
Class ADV		17,478			43,826			132,378			63,082
Class S		24,673			82,152			673,538			460,295
Administrative service fees		791,461			553,437			2,054,683			172,053
Directors fees		—			—			—			362
Miscellaneous expense		—			—			—			545
Total expenses		2,891,763			3,262,100			7,791,825			5,428,195
Net waived and reimbursed fees		(5,004	)		(949	)		(330,050	)		—
Brokerage commission recapture		—			(58,661	)		—			—
Net expenses		2,886,759			3,202,490			7,461,775			5,428,195
Net investment income		3,621,782			5,130,059			17,281,201			22,767,617
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, AND FUTURES:
Net realized loss on:
Investments		(42,695,383	)		(43,759,073	)		(153,164,561	)		(66,517,091	)
Foreign currency related transactions		(132,489	)		—			—			(13,299	)
Futures		—			—			—			121,827
Net realized loss on investments, foreign currency related transactions, and futures		(42,827,872	)		(43,759,073	)		(153,164,561	)		(66,408,563	)
Net change in unrealized appreciation or depreciation on:
Investments		(112,923,798	)		(138,249,926	)		(218,129,573	)		(183,213,451	)
Foreign currency related transactions		(3,673	)		—			—			204
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(112,927,471	)		(138,249,926	)		(218,129,573	)		(183,213,247	)
Net realized and unrealized loss on investments, foreign currency related transactions, and futures		(155,755,343	)		(182,008,999	)		(371,294,134	)		(249,621,810	)
Decrease in net assets resulting from operations	$	(152,133,561	)	$	(176,878,940	)	$	(354,012,933	)	$	(226,854,193	)
* Foreign taxes withheld	$	156,401		$	3,175		$	151,460		$	346,216
⁽¹⁾ Dividends from affiliates	$	128,112		$	26,014		$	—		$	—

See Accompanying Notes to Financial Statements
63

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, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	991,575		$	1,968,839		$	1,664,513		$	979,713
Net realized gain (loss) on investments, foreign currency related transactions, and futures		(10,917,487	)		8,794,610			(19,633,797	)		9,701,759
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, and futures		(6,837,093	)		(13,657,697	)		(8,777,426	)		(13,408,442	)
Decrease in net assets resulting from operations		(16,763,005	)		(2,894,248	)		(26,746,710	)		(2,726,970	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(330,589	)		(99,016	)		(52,433	)		(24,752	)
Class I		(1,044,372	)		(1,330,944	)		(470,920	)		(302,597	)
Class S		(1,529,165	)		(256,957	)		(286,055	)		(181,755	)
Net realized gains:
Class ADV		(1,103,337	)		(693,173	)		(1,361,076	)		(1,692,685	)
Class I		(2,919,108	)		(5,750,073	)		(5,384,236	)		(5,866,192	)
Class S		(4,695,828	)		(1,415,763	)		(4,599,777	)		(5,719,356	)
Total distributions		(11,622,399	)		(9,545,926	)		(12,154,497	)		(13,787,337	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		21,843,681			74,727,098			21,014,161			23,051,965
Reinvestment of distributions		11,622,399			9,545,926			12,154,497			13,787,337
		33,466,080			84,273,024			33,168,658			36,839,302
Cost of shares redeemed		(120,411,184	)		(56,986,540	)		(18,922,252	)		(29,156,836	)
Net increase (decrease) in net assets resulting from capital share transactions		(86,945,104	)		27,286,484			14,246,406			7,682,466
Net increase (decrease) in net assets		(115,330,508	)		14,846,310			(24,654,801	)		(8,831,841	)
NET ASSETS:
Beginning of year		130,643,862			115,797,552			99,697,554			108,529,395
End of year	$	15,313,354		$	130,643,862		$	75,042,753		$	99,697,554
Undistributed net investment income at end of year	$	48,350		$	1,963,858		$	1,607,412		$	876,695

See Accompanying Notes to Financial Statements
64

STATEMENTS OF CHANGES IN NET ASSETS

	ING Baron Asset Portfolio						ING Baron Small Cap Growth Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment loss	$	(90,305	)	$	(7,081	)	$	(2,676,528	)	$	(1,662,178	)
Net realized gain (loss) on investments and foreign currency related transactions		(1,241,686	)		362,294			(141,993,482	)		20,624,026
Net change in unrealized appreciation or depreciation on investments		(5,407,522	)		1,314,017			(148,498,258	)		10,257,100
Increase (decrease) in net assets resulting from operations		(6,739,513	)		1,669,230			(293,168,268	)		29,218,948
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net realized gains:
Class ADV		(45,629	)		—			(1,313,418	)		—
Class I		(39,018	)		—			(5,600,475	)		—
Class S		(61,397	)		—			(12,175,271	)		—
Total distributions		(146,044	)		—			(19,089,164	)		—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		6,282,750			26,601,942			191,045,184			241,145,808
Reinvestment of distributions		107,025			—			19,089,164			—
		6,389,775			26,601,942			210,134,348			241,145,808
Cost of shares redeemed		(26,851,287	)		(3,367,729	)		(96,549,470	)		(100,775,969	)
Net increase (decrease) in net assets resulting from capital share transactions		(20,461,512	)		23,234,213			113,584,878			140,369,839
Net increase (decrease) in net assets		(27,347,069	)		24,903,443			(198,672,554	)		169,588,787
NET ASSETS:
Beginning of year		34,010,907			9,107,464			645,246,617			475,657,830
End of year	$	6,663,838		$	34,010,907		$	446,574,063		$	645,246,617
Undistributed net investment income at end of year	$	139		$	—		$	23,826		$	23,826

See Accompanying Notes to Financial Statements
65

STATEMENTS OF CHANGES IN NET ASSETS

	ING Columbia Small Cap Value II Portfolio						ING Davis New York Venture Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	5,078,047		$	965,561		$	2,983,369		$	3,584,456
Net realized gain (loss) on investments and foreign currency related transactions		(49,907,569	)		4,558,621			(25,698,996	)		4,428,969
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(114,109,681	)		(6,366,221	)		(174,934,910	)		1,102,011
Increase (decrease) in net assets resulting from operations		(158,939,203	)		(842,039	)		(197,650,537	)		9,115,436
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(902	)		(226	)		(19,106	)		—
Class I		(726,065	)		(20,982	)		(1,684,243	)		(284,154	)
Class S		(158,973	)		(149,906	)		(1,840,225	)		(483,957	)
Net realized gains:
Class ADV		(4,862	)		—			(87,886	)		(34,332	)
Class I		(2,457,450	)		—			(1,944,357	)		(303,465	)
Class S		(1,601,218	)		—			(2,647,445	)		(726,408	)
Total distributions		(4,949,470	)		(171,114	)		(8,223,262	)		(1,832,316	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		448,854,134			152,702,805			265,891,024			185,311,189
Reinvestment of distributions		4,949,470			171,114			8,223,262			1,832,316
		453,803,604			152,873,919			274,114,286			187,143,505
Cost of shares redeemed		(122,041,487	)		(31,017,289	)		(58,445,154	)		(58,711,455	)
Net increase in net assets resulting from capital share transactions		331,762,117			121,856,630			215,669,132			128,432,050
Net increase in net assets		167,873,444			120,843,477			9,795,333			135,715,170
NET ASSETS:
Beginning of year		208,552,171			87,708,694			343,488,227			207,773,057
End of year	$	376,425,615		$	208,552,171		$	353,283,560		$	343,488,227
Undistributed net investment income at end of year	$	4,995,273		$	946,098		$	2,934,589		$	3,537,474

See Accompanying Notes to Financial Statements
66

STATEMENTS OF CHANGES IN NET ASSETS

	ING JPMorgan Mid Cap Value Portfolio						ING Legg Mason Partners Aggressive Growth Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income (loss)	$	2,827,445		$	2,662,565		$	(604,380	)	$	(1,934,682	)
Net realized gain (loss) on investments		(8,271,977	)		19,782,786			38,163,206			26,487,762
Net change in unrealized appreciation or depreciation on investments		(76,236,525	)		(17,633,034	)		(425,820,606	)		(41,450,102	)
Increase (decrease) in net assets resulting from operations		(81,681,057	)		4,812,317			(388,261,780	)		(16,897,022	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(256,569	)		(117,731	)		—			—
Class I		(2,734,472	)		(1,069,126	)		—			—
Class S		(2,001,035	)		(524,023	)		—			—
Net realized gains:
Class ADV		(1,837,541	)		(1,307,919	)		—			—
Class I		(10,039,897	)		(6,921,274	)		—			—
Class S		(8,240,468	)		(4,728,001	)		—			—
Total distributions		(25,109,982	)		(14,668,074	)		—			—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		63,636,239			76,989,470			158,464,372			326,015,465
Reinvestment of distributions		25,109,982			14,668,074			—			—
		88,746,221			91,657,544			158,464,372			326,015,465
Cost of shares redeemed		(69,524,372	)		(60,552,182	)		(505,221,820	)		(378,341,494	)
Net increase (decrease) in net assets resulting from capital share transactions		19,221,849			31,105,362			(346,757,448	)		(52,326,029	)
Net increase (decrease) in net assets		(87,569,190	)		21,249,605			(735,019,228	)		(69,223,051	)
NET ASSETS:
Beginning of year		260,312,181			239,062,576			1,280,842,731			1,350,065,782
End of year	$	172,742,991		$	260,312,181		$	545,823,503		$	1,280,842,731
Undistributed net investment income at end of year	$	88,539		$	2,431,848		$	—		$	—

See Accompanying Notes to Financial Statements
67

STATEMENTS OF CHANGES IN NET ASSETS

	ING Neuberger Berman Partners Portfolio						ING Oppenheimer Global Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	2,676,218		$	990,373		$	40,263,717		$	42,790,930
Net realized gain (loss) on investments and foreign currency related transactions		(117,998,737	)		(13,341,407	)		(171,645	)		160,407,238
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(190,069,861	)		49,540,515			(1,010,130,798	)		(25,056,406	)
Increase (decrease) in net assets resulting from operations		(305,392,380	)		37,189,481			(970,038,726	)		178,141,762
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		—			(20	)		(1,219,420	)		(697,050	)
Class I		(961,325	)		(735,348	)		(38,789,825	)		(26,306,990	)
Class S		—			(401,596	)		(4,718,117	)		(1,992,610	)
Net realized gains:
Class ADV		—			(320	)		(5,996,239	)		(4,651,568	)
Class I		—			(11,957,793	)		(134,022,900	)		(98,523,340	)
Class S		—			(7,987,123	)		(17,982,621	)		(8,314,597	)
Total distributions		(961,325	)		(21,082,200	)		(202,729,122	)		(140,486,155	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		325,179,170			86,086,803			95,409,426			162,375,715
Reinvestment of distributions		961,325			21,082,146			202,729,122			140,486,155
		326,140,495			107,168,949			298,138,548			302,861,870
Cost of shares redeemed		(197,624,034	)		(107,998,199	)		(425,078,861	)		(477,615,687	)
Net increase (decrease) in net assets resulting from capital share transactions		128,516,461			(829,250	)		(126,940,313	)		(174,753,817	)
Net increase (decrease) in net assets		(177,837,244	)		15,278,031			(1,299,708,161	)		(137,098,210	)
NET ASSETS:
Beginning of year		428,807,563			413,529,532			2,621,909,256			2,759,007,466
End of year	$	250,970,319		$	428,807,563		$	1,322,201,095		$	2,621,909,256
Undistributed net investment income at end of year	$	2,624,225		$	954,887		$	34,325,717		$	43,956,836

See Accompanying Notes to Financial Statements
68

STATEMENTS OF CHANGES IN NET ASSETS

	ING Oppenheimer Strategic Income Portfolio						ING PIMCO Total Return Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	31,348,315		$	26,563,992		$	21,796,983		$	17,123,891
Net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, written options, and sales commitments		(32,906,013	)		10,293,869			31,597,667			3,027,999
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, written options, sales commitments, and unfunded commitments		(108,433,859	)		1,534,707			(53,718,000	)		18,748,656
Increase (decrease) in net assets resulting from operations		(109,991,557	)		38,392,568			(323,350	)		38,900,546
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(1,096,915	)		(1,147,519	)		(2,029,942	)		(947,855	)
Class I		(28,021,136	)		(16,544,242	)		(11,994,802	)		(9,593,260	)
Class S		(4,682,124	)		(2,774,380	)		(7,934,148	)		(3,498,142	)
Net realized gains:
Class ADV		(80,551	)		—			(671,421	)		—
Class I		(1,875,430	)		—			(3,706,855	)		—
Class S		(323,861	)		—			(2,531,892	)		—
Total distributions		(36,080,017	)		(20,466,141	)		(28,869,060	)		(14,039,257	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		269,949,196			167,160,488			234,514,089			163,411,362
Reinvestment of distributions		36,080,017			20,466,141			28,869,060			14,039,257
		306,029,213			187,626,629			263,383,149			177,450,619
Cost of shares redeemed		(123,246,765	)		(111,289,160	)		(208,466,742	)		(58,691,524	)
Net increase in net assets resulting from capital share transactions		182,782,448			76,337,469			54,916,407			118,759,095
Net increase in net assets		36,710,874			94,263,896			25,723,997			143,620,384
NET ASSETS:
Beginning of year		519,471,604			425,207,708			476,444,562			332,824,178
End of year	$	556,182,478		$	519,471,604		$	502,168,559		$	476,444,562
Undistributed net investment income at end of year	$	13,599,645		$	33,948,150		$	25,571,574		$	17,469,733

See Accompanying Notes to Financial Statements
69

STATEMENTS OF CHANGES IN NET ASSETS

	ING Pioneer High Yield Portfolio						ING T. Rowe Price Diversified Mid Cap Growth Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	14,130,039		$	6,918,879		$	1,935,714		$	1,742,576
Net realized gain (loss) on investments, foreign currency related transactions, and payments by affiliates		(7,327,898	)		3,593,207			(14,209,703	)		129,203,347
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(71,064,875	)		(2,411,487	)		(402,305,838	)		9,773,622
Increase (decrease) in net assets resulting from operations		(64,262,734	)		8,100,599			(414,579,827	)		140,719,545
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(70,081	)		(49,613	)		—			—
Class I		(13,809,706	)		(6,426,076	)		(3,444,847	)		(1,960,207	)
Class S		(272,724	)		(445,431	)		(4,767	)		—
Net realized gains:
Class ADV		(25,349	)		—			(4,409,896	)		(3,939,115	)
Class I		(3,505,979	)		—			(121,659,616	)		(90,261,425	)
Class S		(87,139	)		—			(2,022,706	)		(1,209,603	)
Total distributions		(17,770,978	)		(6,921,120	)		(131,541,832	)		(97,370,350	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		207,631,097			48,224,001			22,742,767			24,781,765
Proceeds from shares issued in merger (Note 13)		64,846,767			—			—			—
Reinvestment of distributions		17,770,978			6,919,827			131,541,832			97,370,350
		290,248,842			55,143,828			154,284,599			122,152,115
Cost of shares redeemed		(38,126,383	)		(73,049,481	)		(145,270,502	)		(241,797,598	)
Net increase (decrease) in net assets resulting from capital share transactions		252,122,459			(17,905,653	)		9,014,097			(119,645,483	)
Net increase (decrease) in net assets		170,088,747			(16,726,174	)		(537,107,562	)		(76,296,288	)
NET ASSETS:
Beginning of year		112,021,778			128,747,952			1,049,484,992			1,125,781,280
End of year	$	282,110,525		$	112,021,778		$	512,377,430		$	1,049,484,992
Undistributed net investment income at end of year	$	—		$	5,483		$	216,631		$	1,740,086

See Accompanying Notes to Financial Statements
70

STATEMENTS OF CHANGES IN NET ASSETS

	ING T. Rowe Price Growth Equity Portfolio						ING Templeton Foreign Equity Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	4,682,144		$	7,665,938		$	16,262,894		$	1,420,256
Net realized gain (loss) on investments and foreign currency related transactions		(104,318,779	)		95,487,453			(32,878,166	)		961,802
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(536,981,058	)		35,488,768			(344,473,346	)		7,826,519
Increase (decrease) in net assets resulting from operations		(636,617,693	)		138,642,159			(361,088,618	)		10,208,577
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(122,722	)		(52,430	)		(267,904	)		(11	)
Class I		(13,342,311	)		(6,544,980	)		(13,346,515	)		(429,134	)
Class S		(806,370	)		(169,564	)		(4,749,346	)		(1,000,610	)
Net realized gains:
Class ADV		(6,279,129	)		(5,000,494	)		—			(9	)
Class I		(80,268,118	)		(61,978,334	)		—			(345,586	)
Class S		(7,026,819	)		(3,766,933	)		—			(996,073	)
Return of capital:
Class ADV		(79,211	)		—			—			—
Class I		(1,175,375	)		—			—			—
Class S		(110,449	)		—			—			—
Total distributions		(109,210,504	)		(77,512,735	)		(18,363,765	)		(2,771,423	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		250,841,675			386,482,105			419,265,708			170,278,145
Proceeds from shares issued in merger (Note 13)		—			—			485,926,153			—
Reinvestment of distributions		109,210,504			77,512,735			18,363,765			2,645,202
		360,052,179			463,994,840			923,555,626			172,923,347
Cost of shares redeemed		(396,413,848	)		(292,305,674	)		(139,837,079	)		(48,889,820	)
Net increase (decrease) in net assets resulting from capital share transactions		(36,361,669	)		171,689,166			783,718,547			124,033,527
Net increase (decrease) in net assets		(782,189,866	)		232,818,590			404,266,164			131,470,681
NET ASSETS:
Beginning of year		1,647,426,839			1,414,608,249			178,663,438			47,192,757
End of year	$	865,236,973		$	1,647,426,839		$	582,929,602		$	178,663,438
Undistributed net investment income at end of year	$	—		$	10,503,070		$	14,343		$	812,669

See Accompanying Notes to Financial Statements
71

STATEMENTS OF CHANGES IN NET ASSETS

	ING Thornburg Value Portfolio						ING UBS U.S. Large Cap Equity Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	3,621,782		$	1,852,156		$	5,130,059		$	4,363,890
Net realized gain (loss) on investments and foreign currency related transactions		(42,827,872	)		25,273,208			(43,759,073	)		36,381,562
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(112,927,471	)		(13,080,793	)		(138,249,926	)		(36,024,660	)
Increase (decrease) in net assets resulting from operations		(152,133,561	)		14,044,571			(176,878,940	)		4,720,792
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(7,643	)		(9,561	)		(128,584	)		(67,611	)
Class I		(1,812,798	)		(845,816	)		(8,396,878	)		(2,678,126	)
Class S		(11,937	)		(76,409	)		(512,862	)		(342,587	)
Total distributions		(1,832,378	)		(931,786	)		(9,038,324	)		(3,088,324	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		227,467,929			68,502,537			105,198,682			105,677,385
Proceeds from shares issued in merger (Note 13)		—			—			—			36,384,223
Reinvestment of distributions		1,832,378			931,786			9,038,324			3,088,324
		229,300,307			69,434,323			114,237,006			145,149,932
Cost of shares redeemed		(44,404,345	)		(41,806,736	)		(88,145,775	)		(113,345,397	)
Net increase in net assets resulting from capital share transactions		184,895,962			27,627,587			26,091,231			31,804,535
Net increase (decrease) in net assets		30,930,023			40,740,372			(159,826,033	)		33,437,003
NET ASSETS:
Beginning of year		234,322,830			193,582,458			420,880,829			387,443,826
End of year	$	265,252,853		$	234,322,830		$	261,054,796		$	420,880,829
Undistributed net investment income at end of year	$	3,486,313		$	1,829,398		$	450,538		$	4,358,803

See Accompanying Notes to Financial Statements
72

STATEMENTS OF CHANGES IN NET ASSETS

	ING Van Kampen Comstock Portfolio						ING Van Kampen Equity and Income Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	17,281,201		$	18,141,386		$	22,767,617		$	24,073,687
Net realized gain (loss) on investments, foreign currency related transactions, and futures		(153,164,561	)		51,676,010			(66,408,563	)		50,110,886
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		(218,129,573	)		(91,003,406	)		(183,213,247	)		(37,763,499	)
Increase (decrease) in net assets resulting from operations		(354,012,933	)		(21,186,010	)		(226,854,193	)		36,421,074
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(653,242	)		(504,981	)		(534,645	)		(330,029	)
Class I		(23,047,363	)		(10,143,475	)		(33,581,199	)		(21,491,852	)
Class S		(10,516,572	)		(4,424,869	)		(11,202,908	)		(2,278,945	)
Net realized gains:
Class ADV		(1,553,677	)		(1,177,101	)		(733,342	)		(462,445	)
Class I		(32,982,142	)		(17,981,166	)		(36,302,415	)		(24,251,403	)
Class S		(16,571,671	)		(9,810,845	)		(12,079,329	)		(2,802,542	)
Total distributions		(85,324,667	)		(44,042,437	)		(94,433,838	)		(51,617,216	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		220,220,774			316,790,683			78,093,893			77,017,123
Proceeds from shares issued in merger (Note 13)		—			—			82,425,445			—
Reinvestment of distributions		85,324,667			44,042,437			94,433,838			51,617,216
		305,545,441			360,833,120			254,953,176			128,634,339
Cost of shares redeemed		(288,658,828	)		(334,718,811	)		(172,876,816	)		(186,472,061	)
Net increase (decrease) in net assets resulting from capital share transactions		16,886,613			26,114,309			82,076,360			(57,837,722	)
Net decrease in net assets		(422,450,987	)		(39,114,138	)		(239,211,671	)		(73,033,864	)
NET ASSETS:
Beginning of year		991,217,776			1,030,331,914			959,065,583			1,032,099,447
End of year	$	568,766,789		$	991,217,776		$	719,853,912		$	959,065,583
Undistributed net investment income at end of year	$	1,191,721		$	18,136,074		$	1,506,382		$	24,074,970

See Accompanying Notes to Financial Statements
73

FINANCIAL HIGHLIGHTS

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income			From net realized gains		From return of capital

Year or period ended	($)		($)			($)			($)			($)			($)		($)
ING American Century Large Company Value Portfolio
Class ADV
12-31-08		14.24		0.18	^•		(3.94	)		(3.76	)		1.17			4.67		—
12-31-07		15.80		0.19			(0.49	)		(0.30	)		0.16			1.10		—
12-31-06		14.08		0.18	^•		2.38			2.56			0.09			0.75		—
12-31-05		14.05		0.12	^•		0.03			0.15			0.12			—		—
12-31-04		12.89		0.10			1.14			1.24			0.08			—		—
Class I
12-31-08		14.44		0.24	^•		(3.97	)		(3.73	)		1.43			4.67		—
12-31-07		16.03		0.27	^•		(0.50	)		(0.23	)		0.26			1.10		—
12-31-06		14.24		0.26	^•		2.42			2.68			0.14			0.75		—
12-31-05		14.22		0.21			0.00	^*		0.21			0.19			—		—
12-31-04		13.03		0.17			1.15			1.32			0.13			—		—
Class S
12-31-08		14.47		0.21	^•		(3.99	)		(3.78	)		1.35			4.67		—
12-31-07		16.05		0.23	^•		(0.51	)		(0.28	)		0.20			1.10		—
12-31-06		14.20		0.21	^•		2.43			2.64			0.04			0.75		—
12-31-05		14.17		0.15			0.02			0.17			0.14			—		—
12-31-04		12.98		0.15			1.14			1.29			0.10			—		—
ING American Century Small-Mid Cap Value Portfolio
Class ADV
12-31-08		11.24		0.15			(2.80	)		(2.65	)		0.05			1.31		—
12-31-07		13.35		0.08	^•		(0.42	)		(0.34	)		0.03			1.74		—
12-31-06		11.63		0.02			1.73			1.75			0.00	^*		0.03		—
12-31-05		12.13		0.01			0.92			0.93			0.01			1.42		—
12-31-04		10.71		(0.02	)		2.26			2.24			—			0.82		—
Class I
12-31-08		11.46		0.20	^•		(2.86	)		(2.66	)		0.11			1.31		—
12-31-07		13.58		0.14	^•		(0.43	)		(0.29	)		0.09			1.74		—
12-31-06		11.77		0.09	^•		1.75			1.84			0.00	^*		0.03		—
12-31-05		12.24		0.06			0.94			1.00			0.05			1.42		—
12-31-04		10.77		0.03			2.28			2.31			0.02			0.82		—
Class S
12-31-08		11.40		0.17	^•		(2.84	)		(2.67	)		0.08			1.31		—
12-31-07		13.51		0.11	^•		(0.42	)		(0.31	)		0.06			1.74		—
12-31-06		11.74		0.05			1.75			1.80			0.00	^*		0.03		—
12-31-05		12.22		0.04			0.92			0.96			0.02			1.42		—
12-31-04		10.76		0.00	^*		2.28			2.28			0.00	^*		0.82		—
ING Baron Asset Portfolio
Class ADV
12-31-08		12.05		(0.10	)		(4.81	)		(4.91	)		—			0.16		—
12-31-07		11.09		(0.05	)		1.01			0.96			—			—		—
01-18-06⁽⁴⁾-12-31-06		10.04		(0.06	)		1.11			1.05			—			—		—
Class I
12-31-08		12.17		(0.05	)^•		(4.89	)		(4.94	)		—			0.16		—
12-31-07		11.14		0.01			1.02			1.03			—			—		—
01-03-06⁽⁴⁾-12-31-06		10.00		(0.00	)^*		1.14			1.14			—			—		—
Class S
12-31-08		12.09		(0.06	)^•		(4.85	)		(4.91	)		—			0.16		—
12-31-07		11.10		(0.01	)		1.00			0.99			—			—		—
05-03-06⁽⁴⁾-12-31-06		10.73		0.03	^•		0.34			0.37			—			—		—

								Ratios to average net assets											Supplemental data
	Total distributions		Net asset value, end of year or period		Total Return⁽¹⁾			Expenses before reductions/additions⁽²⁾⁽³⁾		Expenses net of fee waivers and/or recoupments, if any⁽²⁾⁽³⁾			Expenses net of all reductions/additions⁽²⁾⁽³⁾			Net investment income (loss)⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate

Year or period ended	($)		($)		(%)			(%)		(%)			(%)			(%)			($000's)		(%)
ING American Century Large Company Value Portfolio
Class ADV
12-31-08		5.84		4.64		(37.19	)		1.50		1.40	^†		1.40	^†		1.93	^†		2,097		42
12-31-07		1.26		14.24		(2.17	)		1.50		1.50			1.50			1.20			9,497		44
12-31-06		0.84		15.80		18.89			1.50		1.50			1.50			1.21			10,524		56
12-31-05		0.12		14.08		1.09			1.50		1.50			1.50			0.87			11,806		105
12-31-04		0.08		14.05		9.70			1.50		1.50			1.50			0.81			8,684		38
Class I
12-31-08		6.10		4.61		(36.86	)		1.00		0.90	^†		0.90	^†		1.96	^†		5,461		42
12-31-07		1.36		14.44		(1.72	)		1.00		1.00			1.00			1.72			104,021		44
12-31-06		0.89		16.03		19.58			1.00		1.00			1.00			1.73			82,254		56
12-31-05		0.19		14.24		1.51			1.00		1.00			1.00			1.50			39,624		105
12-31-04		0.13		14.22		10.24			1.00		1.00			1.00			1.39			2,956		38
Class S
12-31-08		6.02		4.67		(36.99	)		1.25		1.15	^†		1.15	^†		2.22	^†		7,756		42
12-31-07		1.30		14.47		(2.00	)		1.25		1.25			1.25			1.44			17,126		44
12-31-06		0.79		16.05		19.30			1.25		1.25			1.25			1.43			23,019		56
12-31-05		0.14		14.20		1.26			1.25		1.25			1.25			1.06			43,127		105
12-31-04		0.10		14.17		10.05			1.25		1.25			1.25			1.05			66,267		38
ING American Century Small-Mid Cap Value Portfolio
Class ADV
12-31-08		1.36		7.23		(26.69	)		1.75		1.52			1.52			1.50			7,861		191
12-31-07		1.77		11.24		(3.17	)		1.75		1.52			1.52			0.58			12,309		146
12-31-06		0.03		13.35		15.14			1.75		1.72			1.72			0.18			12,602		156
12-31-05		1.43		11.63		7.65			1.80		1.80			1.80			0.10			11,023		101
12-31-04		0.82		12.13		21.03			1.80		1.80			1.80			(0.14	)		5,266		107
Class I
12-31-08		1.42		7.38		(26.37	)		1.25		1.02			1.02			2.04			35,922		191
12-31-07		1.83		11.46		(2.70	)		1.25		1.02			1.02			1.09			47,079		146
12-31-06		0.03		13.58		15.75			1.25		1.22			1.22			0.71			48,088		156
12-31-05		1.47		11.77		8.17			1.30		1.30			1.30			0.61			46,237		101
12-31-04		0.84		12.24		21.61			1.30		1.30			1.30			0.35			28,433		107
Class S
12-31-08		1.39		7.34		(26.56	)		1.50		1.27			1.27			1.80			31,260		191
12-31-07		1.80		11.40		(2.90	)		1.50		1.27			1.27			0.82			40,309		146
12-31-06		0.03		13.51		15.43			1.50		1.47			1.47			0.39		��	47,839		156
12-31-05		1.44		11.74		7.85			1.55		1.55			1.55			0.35			43,053		101
12-31-04		0.82		12.22		21.34			1.55		1.55			1.55			0.09			37,816		107
ING Baron Asset Portfolio
Class ADV
12-31-08		0.16		6.98		(41.20	)		1.67		1.57			1.57			(0.89	)		1,646		51
12-31-07		—		12.05		8.66			1.64		1.55			1.55			(0.44	)		3,499		18
01-18-06⁽⁴⁾-12-31-06		—		11.09		10.46			2.08		1.55			1.55			(0.57	)		3,211		23
Class I
12-31-08		0.16		7.07		(41.04	)		1.17		1.07			1.07			(0.47	)		1,748		51
12-31-07		—		12.17		9.25			1.14		1.05			1.05			0.07			25,781		18
01-03-06⁽⁴⁾-12-31-06		—		11.14		11.40			1.58		1.05			1.05			(0.05	)		5,583		23
Class S
12-31-08		0.16		7.02		(41.06	)		1.42		1.32			1.32			(0.64	)		3,271		51
12-31-07		—		12.09		8.92			1.39		1.30			1.30			(0.14	)		4,731		18
05-03-06⁽⁴⁾-12-31-06		—		11.10		3.45			1.83		1.30			1.30			0.31			313		23

See Accompanying Notes to Financial Statements
74

FINANCIAL HIGHLIGHTS (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income			From net realized gains		From return of capital

Year or period ended	($)		($)			($)			($)			($)			($)		($)
ING Baron Small Cap Growth Portfolio
Class ADV
12-31-08		19.16		(0.14	)		(7.62	)		(7.76	)		—			0.52		—
12-31-07		18.11		(0.12	)		1.17			1.05			—			—		—
12-31-06		15.90		(0.10	)		2.46			2.36			—			0.15		—
12-31-05		14.85		(0.19	)^•		1.24			1.05			—			—		—
12-31-04		11.64		(0.09	)		3.30			3.21			—			—		—
Class I
12-31-08		19.73		(0.05	)^•		(7.89	)		(7.94	)		—			0.52		—
12-31-07		18.55		(0.02	)		1.20			1.18			—			—		—
12-31-06		16.21		(0.02	)		2.51			2.49			—			0.15		—
12-31-05		15.06		(0.14	)^•		1.29			1.15			—			—		—
12-31-04		11.74		(0.07	)		3.39			3.32			—			—		—
Class S
12-31-08		19.45		(0.08	)^•		(7.77	)		(7.85	)		—			0.52		—
12-31-07		18.33		(0.06	)		1.18			1.12			—			—		—
12-31-06		16.06		(0.06	)		2.48			2.42			—			0.15		—
12-31-05		14.96		(0.14	)^•		1.24			1.10			—			—		—
12-31-04		11.69		(0.09	)		3.36			3.27			—			—		—
ING Columbia Small Cap Value II Portfolio
Class ADV
12-31-08		10.41		0.09	^•		(3.62	)		(3.53	)		0.02			0.08		—
12-31-07		10.15		0.05	^•		0.23			0.28			0.02			—		—
12-29-06⁽⁴⁾-12-31-06		10.15		(0.00	)^*		—			(0.00	)^*		—			—		—
Class I
12-31-08		10.48		0.14	^•		(3.67	)		(3.53	)		0.02			0.08		—
12-31-07		10.17		0.10	^•		0.23			0.33			0.02			—		—
04-28-06⁽⁴⁾-12-31-06		10.00		0.05			0.12			0.17			—			—		—
Class S
12-31-08		10.44		0.11	^•		(3.64	)		(3.53	)		0.01			0.08		—
12-31-07		10.15		0.07	^•		0.23			0.30			0.01			—		—
05-01-06⁽⁴⁾-12-31-06		9.95		0.04	^•		0.16			0.20			—			—		—
ING Davis New York Venture Portfolio
Class ADV
12-31-08		20.07		0.09			(7.92	)		(7.83	)		0.04			0.18		—
12-31-07		19.39		0.19	^•		0.57			0.76			—			0.08		—
12-31-06		18.46		0.07			2.29			2.36			—			1.43		—
12-31-05		17.82		(0.03	)^•		0.67			0.64			0.00	^*		—		—
12-31-04		16.47		(0.02	)		1.37			1.35			—			—		—
Class I
12-31-08		20.60		0.15	^•		(8.09	)		(7.94	)		0.16			0.18		—
12-31-07		19.87		0.31	^•		0.57			0.88			0.07			0.08		—
12-31-06		18.79		0.18	^•		2.34			2.52			0.01			1.43		—
12-31-05		18.09		0.06	^•		0.66			0.72			0.02			—		—
12-31-04		16.64		0.05			1.40			1.45			—			—		—
Class S
12-31-08		20.39		0.11	^•		(8.02	)		(7.91	)		0.12			0.18		—
12-31-07		19.70		0.25	^•		0.57			0.82			0.05			0.08		—
12-31-06		18.69		0.13	^•		2.31			2.44			—			1.43		—
12-31-05		17.99		0.01	^•		0.69			0.70			—			—		—
12-31-04		16.59		0.00	^*		1.40			1.40			—			—		—

									Ratios to average net assets											Supplemental data
	Total distributions			Net asset value, end of year or period		Total Return⁽¹⁾			Expenses before reductions/additions⁽²⁾⁽³⁾		Expenses net of fee waivers and/or recoupments, if any⁽²⁾⁽³⁾			Expenses net of all reductions/additions⁽²⁾⁽³⁾			Net investment income (loss)⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate

Year or period ended	($)			($)		(%)			(%)		(%)			(%)			(%)			($000's)		(%)
ING Baron Small Cap Growth Portfolio
Class ADV
12-31-08		0.52			10.88		(41.41	)		1.58		1.58	^†		1.58	^†		(0.80	)^†		23,542		30
12-31-07		—			19.16		5.80			1.58		1.58			1.58			(0.61	)		48,449		23
12-31-06		0.15			18.11		15.02			1.58		1.58			1.58			(0.63	)		45,591		15
12-31-05		—			15.90		7.07			1.75		1.70			1.70			(1.23	)		31,565		11
12-31-04		—			14.85		27.58			1.70		1.70			1.70			(1.22	)		17,106		19
Class I
12-31-08		0.52			11.27		(41.12	)		1.08		1.08	^†		1.08	^†		(0.29	)^†		131,199		30
12-31-07		—			19.73		6.36			1.08		1.08			1.08			(0.10	)		181,259		23
12-31-06		0.15			18.55		15.54			1.08		1.08			1.08			(0.13	)		130,780		15
12-31-05		—			16.21		7.64			1.25		1.20			1.20			(0.87	)		81,664		11
12-31-04		—			15.06		28.28			1.20		1.20			1.20			(0.71	)		29,954		19
Class S
12-31-08		0.52			11.08		(41.25	)		1.33		1.31	^†		1.31	^†		(0.52	)^†		291,833		30
12-31-07		—			19.45		6.11			1.33		1.32			1.32			(0.34	)		415,539		23
12-31-06		0.15			18.33		15.24			1.33		1.33			1.33			(0.38	)		299,287		15
12-31-05		—			16.06		7.35			1.50		1.45			1.45			(0.92	)		207,527		11
12-31-04		—			14.96		27.97			1.45		1.45			1.45			(0.96	)		114,112		19
ING Columbia Small Cap Value II Portfolio
Class ADV
12-31-08		0.10			6.78		(34.22	)		1.41		1.41	^†		1.38	^†		1.03	^†		444		73
12-31-07		0.02			10.41		2.73			1.38		1.38			1.35			0.50			330		50
12-29-06⁽⁴⁾-12-31-06		—			10.15		—			1.49		1.49			1.46			(1.46	)		1		48
Class I
12-31-08		0.10			6.85		(33.93	)		0.91		0.91	^†		0.88	^†		1.63	^†		225,673		73
12-31-07		0.02			10.48		3.21			0.88		0.88			0.85			0.94			46,922		50
04-28-06⁽⁴⁾-12-31-06		—			10.17		1.70			0.99		0.99			0.96			0.78			11,698		48
Class S
12-31-08		0.09			6.82		(34.08	)		1.16		1.16	^†		1.13	^†		1.22	^†		150,309		73
12-31-07		0.01			10.44		2.97			1.13		1.13			1.10			0.65			161,301		50
05-01-06⁽⁴⁾-12-31-06		—			10.15		2.01			1.24		1.24			1.21			0.53			76,010		48
ING Davis New York Venture Portfolio
Class ADV
12-31-08		0.22			12.02		(39.35	)		1.40		1.40			1.40			0.41			5,662		20
12-31-07		0.08			20.07		3.91			1.40		1.40			1.40			0.94			10,214		10
12-31-06		1.43			19.39		13.58			1.40		1.40			1.40			0.44			13,203		6
12-31-05		0.00	^*		18.46		3.62			1.57		1.57			1.57			(0.18	)		11,305		110
12-31-04		—			17.82		8.20			1.60		1.60			1.60			(0.18	)		10,195		33
Class I
12-31-08		0.34			12.32		(39.06	)		0.90		0.90			0.90			0.92			133,936		20
12-31-07		0.15			20.60		4.43			0.90		0.90			0.90			1.49			101,763		10
12-31-06		1.44			19.87		14.19			0.90		0.90			0.90			0.94			59,749		6
12-31-05		0.02			18.79		4.10			1.07		1.07			1.07			0.33			3,108		110
12-31-04		—			18.09		8.71			1.10		1.10			1.10			0.31			3,295		33
Class S
12-31-08		0.30			12.18		(39.22	)		1.15		1.15			1.15			0.67			213,686		20
12-31-07		0.13			20.39		4.16			1.15		1.15			1.15			1.23			231,511		10
12-31-06		1.43			19.70		13.85			1.15		1.15			1.15			0.69			134,821		6
12-31-05		—			18.69		3.89			1.32		1.32			1.32			0.06			41,822		110
12-31-04		—			17.99		8.44			1.35		1.35			1.35			0.02			56,159		33

See Accompanying Notes to Financial Statements
75

FINANCIAL HIGHLIGHTS (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income			From net realized gains		From return of capital

Year or period ended	($)		($)			($)			($)			($)			($)		($)
ING JPMorgan Mid Cap Value Portfolio
Class ADV
12-31-08		15.50		0.14			(4.90	)		(4.76	)		0.18			1.32		—
12-31-07		16.03		0.09			0.25			0.34			0.07			0.80		—
12-31-06		13.89		0.07			2.18			2.25			0.00	^*		0.11		—
12-31-05		13.84		0.02			1.11			1.13			0.03			1.05		—
12-31-04		11.86		(0.00	)^*		2.40			2.40			—			0.42		—
Class I
12-31-08		15.77		0.22			(5.00	)		(4.78	)		0.34			1.32		—
12-31-07		16.26		0.19	^•		0.24			0.43			0.12			0.80		—
12-31-06		14.02		0.14			2.21			2.35			0.00	^*		0.11		—
12-31-05		13.93		0.08			1.14			1.22			0.08			1.05		—
12-31-04		11.91		0.04			2.44			2.48			0.04			0.42		—
Class S
12-31-08		15.67		0.16	^•		(4.94	)		(4.78	)		0.28			1.32		—
12-31-07		16.17		0.15			0.24			0.39			0.09			0.80		—
12-31-06		13.98		0.12			2.18			2.30			0.00	^*		0.11		—
12-31-05		13.89		0.05			1.13			1.18			0.04			1.05		—
12-31-04		11.89		0.02			2.42			2.44			0.02			0.42		—
ING Legg Mason Partners Aggressive Growth Portfolio
Class ADV
12-31-08		46.88		(0.25	)		(18.26	)		(18.51	)		—			—		—
12-31-07		47.89		(0.29	)		(0.72	)		(1.01	)		—			—		—
12-31-06		43.64		(0.27	)^•		4.52			4.25			—			—		—
12-31-05		39.35		(0.33	)^•		4.62			4.29			—			—		—
12-31-04		36.04		(0.12	)		3.43			3.31			—			—		—
Class I
12-31-08		48.31		(0.01	)		(18.93	)		(18.94	)		—			—		—
12-31-07		49.10		(0.05	)		(0.74	)		(0.79	)		—			—		—
12-31-06		44.52		(0.02	)^•		4.60			4.58			—			—		—
12-31-05		39.95		(0.15	)		4.72			4.57			—			—		—
12-31-04		36.41		0.03			3.51			3.54			—			—		—
Class S
12-31-08		47.58		(0.11	)		(18.61	)		(18.72	)		—			—		—
12-31-07		48.49		(0.18	)		(0.73	)		(0.91	)		—			—		—
12-31-06		44.08		(0.18	)^•		4.59			4.41			—			—		—
12-31-05		39.65		(0.23	)		4.66			4.43			—			—		—
12-31-04		36.23		(0.01	)		3.43			3.42			—			—		—
ING Neuberger Berman Partners Portfolio
Class ADV
12-31-08		11.22		0.00	^•*		(5.78	)		(5.78	)		—			—		—
12-31-07		10.90		(0.02	)^•		0.91			0.89			0.03			0.54		—
12-29-06⁽⁴⁾-12-31-06		10.90		(0.00	)^*		—			(0.00	)^*		—			—		—
Class I
12-31-08		11.30		0.06	^•		(5.83	)		(5.77	)		0.02			—		—
12-31-07		10.93		0.04	^•		0.90			0.94			0.03			0.54		—
01-19-06⁽⁴⁾-12-31-06		10.20		0.06	^•		0.67			0.73			—			—		—
Class S
12-31-08		11.25		0.05			(5.82	)		(5.77	)		—			—		—
12-31-07		10.90		0.01	^•		0.90			0.91			0.03			0.53		—
01-03-06⁽⁴⁾-12-31-06		10.00		0.04	^•		0.86			0.90			—			—		—

								Ratios to average net assets											Supplemental data
	Total distributions		Net asset value, end of year or period		Total Return⁽¹⁾			Expenses before reductions/additions⁽²⁾⁽³⁾		Expenses net of fee waivers and/or recoupments, if any⁽²⁾⁽³⁾			Expenses net of all reductions/additions⁽²⁾⁽³⁾			Net investment income (loss)⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate

Year or period ended	($)		($)		(%)			(%)		(%)			(%)			(%)			($000's)		(%)
ING JPMorgan Mid Cap Value Portfolio
Class ADV
12-31-08		1.50		9.24		(33.17	)		1.50		1.50	^†		1.50	^†		0.94	^†		13,624		58
12-31-07		0.87		15.50		2.06			1.50		1.50			1.50			0.64			24,824		52
12-31-06		0.11		16.03		16.26			1.53		1.53			1.53			0.61			22,123		44
12-31-05		1.08		13.89		8.11			1.60		1.60			1.60			0.20			12,408		52
12-31-04		0.42		13.84		20.31			1.60		1.60			1.60			(0.02	)		4,980		45
Class I
12-31-08		1.66		9.33		(32.86	)		1.00		1.00	^†		1.00	^†		1.46	^†		80,515		58
12-31-07		0.92		15.77		2.61			1.00		1.00			1.00			1.15			145,638		52
12-31-06		0.11		16.26		16.84			1.03		1.03			1.03			1.08			125,602		44
12-31-05		1.13		14.02		8.71			1.10		1.10			1.10			0.67			80,426		52
12-31-04		0.46		13.93		20.88			1.10		1.10			1.10			0.49			55,163		45
Class S
12-31-08		1.60		9.29		(33.04	)		1.25		1.25	^†		1.25	^†		1.29	^†		78,604		58
12-31-07		0.89		15.67		2.34			1.25		1.25			1.25			0.89			89,851		52
12-31-06		0.11		16.17		16.52			1.28		1.28			1.28			0.81			91,338		44
12-31-05		1.09		13.98		8.49			1.35		1.35			1.35			0.39			78,459		52
12-31-04		0.44		13.89		20.59			1.35		1.35			1.35			0.26			64,420		45
ING Legg Mason Partners Aggressive Growth Portfolio
Class ADV
12-31-08		—		28.37		(39.48	)		1.31		1.31	^†		1.31	^†		(0.54	)^†		3,631		4
12-31-07		—		46.88		(2.11	)		1.30		1.30			1.30			(0.60	)		8,325		5
12-31-06		—		47.89		9.74			1.30		1.30			1.30			(0.59	)		8,459		6
12-31-05		—		43.64		10.90	^(a)		1.31		1.31			1.31			(0.82	)		7,843		10
12-31-04		—		39.35		9.18			1.32		1.32			1.32			(0.45	)		3,196		3
Class I
12-31-08		—		29.37		(39.21	)		0.81		0.81	^†		0.81	^†		(0.03	)^†		455,682		4
12-31-07		—		48.31		(1.61	)		0.80		0.80			0.80			(0.11	)		1,103,033		5
12-31-06		—		49.10		10.29			0.80		0.80			0.80			(0.05	)		1,155,244		6
12-31-05		—		44.52		11.44	^(a)		0.81		0.81			0.81			(0.33	)		531,343		10
12-31-04		—		39.95		9.72			0.82		0.82			0.82			0.06			575,903		3
Class S
12-31-08		—		28.86		(39.34	)		1.06		1.06	^†		1.06	^†		(0.26	)^†		86,511		4
12-31-07		—		47.58		(1.88	)		1.05		1.05			1.05			(0.36	)		169,485		5
12-31-06		—		48.49		10.00			1.05		1.05			1.05			(0.40	)		186,363		6
12-31-05		—		44.08		11.17	^(a)		1.06		1.06			1.06			(0.58	)		437,476		10
12-31-04		—		39.65		9.44			1.07		1.07			1.07			(0.04	)		355,857		3
ING Neuberger Berman Partners Portfolio
Class ADV
12-31-08		—		5.44		(51.52	)		1.25		1.17			1.17			0.04			2		63
12-31-07		0.57		11.22		8.40			1.23		1.17			1.17			(0.20	)		12		47
12-29-06⁽⁴⁾-12-31-06		—		10.90		—			1.25		1.17			1.17			(1.17	)		1		111
Class I
12-31-08		0.02		5.51		(51.12	)		0.75		0.67			0.67			0.72			187,621		63
12-31-07		0.57		11.30		8.85			0.73		0.67			0.67			0.32			271,555		47
01-19-06⁽⁴⁾-12-31-06		—		10.93		7.16			0.75		0.67			0.67			0.65			232,030		111
Class S
12-31-08		—		5.48		(51.29	)		1.00		0.89			0.89			0.45			63,348		63
12-31-07		0.56		11.25		8.62			0.98		0.89			0.89			0.10			157,241		47
01-03-06⁽⁴⁾-12-31-06		—		10.90		9.00			1.00		0.92			0.92			0.37			181,499		111

See Accompanying Notes to Financial Statements
76

FINANCIAL HIGHLIGHTS (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income			From net realized gains		From return of capital

Year or period ended	($)		($)			($)			($)			($)			($)		($)
ING Oppenheimer Global Portfolio
Class ADV
12-31-08		16.38		0.30			(6.53	)		(6.23	)		0.23			1.12		—
12-31-07		16.22		0.17	^•		0.81			0.98			0.11			0.71		—
12-31-06		13.85		0.07	^•		2.33			2.40			0.01			0.02		—
12-31-05		12.50		0.07	^•		1.56			1.63			0.04			0.24		—
12-31-04		11.02		0.03			1.57			1.60			0.00	^*		0.12		—
Class I
12-31-08		16.87		0.32			(6.67	)		(6.35	)		0.33			1.12		—
12-31-07		16.68		0.27	^•		0.82			1.09			0.19			0.71		—
12-31-06		14.17		0.15	^•		2.39			2.54			0.01			0.02		—
12-31-05		12.80		0.14	^•		1.60			1.74			0.12			0.25		—
12-31-04		11.23		0.01			1.69			1.70			0.01			0.12		—
Class S
12-31-08		16.46		0.23	^•		(6.46	)		(6.23	)		0.29			1.12		—
12-31-07		16.31		0.23	^•		0.80			1.03			0.17			0.71		—
12-31-06		13.90		0.10	^•		2.34			2.44			0.01			0.02		—
12-31-05		12.58		0.09	^•		1.58			1.67			0.10			0.25		—
12-31-04		11.06		0.02			1.62			1.64			0.00	^*		0.12		—
ING Oppenheimer Strategic Income Portfolio
Class ADV
12-31-08		11.12		0.55	^•		(2.28	)		(1.73	)		0.51			0.04		—
12-31-07		10.76		0.59	^•		0.28			0.87			0.51			—		—
12-31-06		9.98		0.62	^•		0.18			0.80			0.02			—		—
12-31-05		10.11		0.30	^•		(0.24	)		0.06			0.19			—		—
11-08-04⁽⁴⁾-12-31-04		10.00		0.02			0.11			0.13			0.02			—		—
Class I
12-31-08		11.20		0.54	^•		(2.22	)		(1.68	)		0.56			0.04		—
12-31-07		10.80		0.64	^•		0.28			0.92			0.52			—		—
12-31-06		10.00		0.66	^•		0.18			0.84			0.04			—		—
12-31-05		10.12		0.35	^•		(0.24	)		0.11			0.23			—		—
11-08-04⁽⁴⁾-12-31-04		10.00		0.02			0.12			0.14			0.02			—		—
Class S
12-31-08		11.21		0.48	^•		(2.19	)		(1.71	)		0.54			0.04		—
12-31-07		10.81		0.62	^•		0.27			0.89			0.49			—		—
12-31-06		9.99		0.64	^•		0.19			0.83			0.01			—		—
12-31-05		10.11		0.32	^•		(0.24	)		0.08			0.20			—		—
11-08-04⁽⁴⁾-12-31-04		10.00		0.02			0.11			0.13			0.02			—		—
ING PIMCO Total Return Portfolio
Class ADV
12-31-08		11.66		0.46	^•		(0.52	)		(0.06	)		0.52			0.17		—
12-31-07		11.03		0.44	^•		0.55			0.99			0.36			—		—
12-31-06		10.81		0.36	^•		0.03			0.39			0.17			—		—
12-31-05		10.91		0.28	^•		(0.08	)		0.20			0.16			0.14		—
12-31-04		10.59		0.09	^•		0.34			0.43			—			0.11		—
Class I
12-31-08		11.81		0.53	^•		(0.54	)		(0.01)			0.55			0.17		—
12-31-07		11.16		0.51	^•		0.55			1.06			0.41			—		—
12-31-06		10.92		0.42	^•		0.03			0.45			0.21			—		—
12-31-05		11.00		0.34	^•		(0.08	)		0.26			0.20			0.14		—
12-31-04		10.62		0.16	^•		0.33			0.49			—			0.11		—
Class S
12-31-08		11.75		0.49	^•		(0.52	)		(0.03	)		0.54			0.17		—
12-31-07		11.11		0.48	^•		0.55			1.03			0.39			—		—
12-31-06		10.87		0.39	^•		0.04			0.43			0.19			—		—
12-31-05		10.96		0.30	^•		(0.07	)		0.23			0.18			0.14		—
12-31-04		10.61		0.14	^•		0.32			0.46			—			0.11		—

								Ratios to average net assets													Supplemental data
	Total distributions		Net asset value, end of year or period		Total Return⁽¹⁾			Expenses before reductions/additions⁽²⁾⁽³⁾			Expenses net of fee waivers and/or recoupments, if any⁽²⁾⁽³⁾				Expenses net of all reductions/additions⁽²⁾⁽³⁾			Net investment income (loss)⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate

Year or period ended	($)		($)		(%)			(%)			(%)				(%)			(%)			($000's)		(%)
ING Oppenheimer Global Portfolio
Class ADV
12-31-08		1.35		8.80		(40.65	)		1.16			1.16	^†			1.16	^†		1.60	^†		40,813		12
12-31-07		0.82		16.38		6.04			1.16			1.15				1.15			1.08			99,669		14
12-31-06		0.03		16.22		17.36			1.16			1.15				1.15			0.51			95,286		23
12-31-05		0.28		13.85		13.07			1.16			1.15				1.15			0.60			106,510		53
12-31-04		0.12		12.50		14.71			1.28			1.27				1.27			0.55			127,653		390
Class I
12-31-08		1.45		9.07		(40.38	)		0.66			0.66	^†			0.66	^†		2.07	^†		1,124,127		12
12-31-07		0.90		16.87		6.57			0.66			0.66				0.66			1.57			2,289,589		14
12-31-06		0.03		16.68		17.98			0.66			0.66				0.66			0.96			2,518,662		23
12-31-05		0.37		14.17		13.57			0.66			0.66				0.66			1.05			2,262,201		53
12-31-04		0.13		12.80		15.28			0.77			0.77				0.77			1.11			843,253		390
Class S
12-31-08		1.41		8.82		(40.55	)		0.91			0.91	^†			0.91	^†		1.80	^†		157,261		12
12-31-07		0.88		16.46		6.35			0.91			0.91				0.91			1.37			232,651		14
12-31-06		0.03		16.31		17.60			0.91			0.91				0.91			0.66			145,060		23
12-31-05		0.35		13.90		13.27			0.91			0.91				0.91			0.71			40,831		53
12-31-04		0.12		12.58		15.01			1.02			1.02				1.02			0.19			19,143		390
ING Oppenheimer Strategic Income Portfolio
Class ADV
12-31-08		0.55		8.84		(16.38	)		1.04			1.00	^†			1.00	^†		5.19	^†		16,393		108
12-31-07		0.51		11.12		8.28			1.04			1.00				1.00			5.41			20,460		104
12-31-06		0.02		10.76		7.99			1.04			1.00				1.00			6.09			9,266		140
12-31-05		0.19		9.98		0.61			1.04			1.00				1.00			2.94			5,082		216
11-08-04⁽⁴⁾-12-31-04		0.02		10.11		1.26			1.06			1.02				1.02			2.15			3,655		145
Class I
12-31-08		0.60		8.92		(15.89	)		0.54			0.54	^†			0.54	^†		5.12	^†		451,197		108
12-31-07		0.52		11.20		8.76			0.54			0.54				0.54			5.80			415,035		104
12-31-06		0.04		10.80		8.42			0.54			0.54				0.54			6.39			359,888		140
12-31-05		0.23		10.00		1.09			0.54			0.54				0.54			3.50			302,941		216
11-08-04⁽⁴⁾-12-31-04		0.02		10.12		1.39			0.52			0.52				0.52			2.56			103,283		145
Class S
12-31-08		0.58		8.92		(16.10	)		0.79			0.75	^†			0.75	^†		4.53	^†		88,592		108
12-31-07		0.49		11.21		8.50			0.79			0.75				0.75			5.61			83,977		104
12-31-06		0.01		10.81		8.33			0.79			0.75				0.75			6.20			56,054		140
12-31-05		0.20		9.99		0.84			0.79			0.75				0.75			3.14			60,478		216
11-08-04⁽⁴⁾-12-31-04		0.02		10.11		1.27			0.81			0.77				0.77			2.40			60,836		145
ING PIMCO Total Return Portfolio
Class ADV
12-31-08		0.69		10.91		(0.54	)		1.16			1.15				1.15			4.04			44,599		872
12-31-07		0.36		11.66		9.25			1.21	^(b)		1.21	^(b)			1.21	^(b)		3.98	^(b)		33,445		863
12-31-06		0.17		11.03		3.71			1.27	^(b)		1.27	^(b)			1.27	^(b)		3.36	^(b)		25,603		826
12-31-05		0.30		10.81		1.80			1.35			1.35				1.35			2.54			23,018		926
12-31-04		0.11		10.91		4.06			1.35			1.35				1.35			0.81			14,827		377
Class I
12-31-08		0.72		11.08		(0.04	)		0.66			0.65				0.65			4.55			265,311		872
12-31-07		0.41		11.81		9.79			0.71	^(b)		0.71	^(b)	��		0.71	^(b)		4.49	^(b)		320,725		863
12-31-06		0.21		11.16		4.21			0.77	^(b)		0.77	^(b)			0.77	^(b)		3.86	^(b)		213,734		826
12-31-05		0.34		10.92		2.36			0.85			0.85				0.85			3.07			176,607		926
12-31-04		0.11		11.00		4.61			0.85			0.85				0.85			1.51			78,521		377
Class S
12-31-08		0.71		11.01		(0.28	)		0.91			0.90				0.90			4.30			192,259		872
12-31-07		0.39		11.75		9.51			0.96	^(b)		0.96	^(b)			0.96	^(b)		4.23	^(b)		122,274		863
12-31-06		0.19		11.11		4.00			1.02	^(b)		1.02	^(b)			1.02	^(b)		3.61	^(b)		93,487		826
12-31-05		0.32		10.87		2.08			1.10			1.10				1.10			2.73			83,782		926
12-31-04		0.11		10.96		4.33			1.10			1.10				1.10			1.32			88,424		377

See Accompanying Notes to Financial Statements
77

FINANCIAL HIGHLIGHTS (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income			From net realized gains		From return of capital

Year or period ended	($)		($)			($)			($)			($)			($)		($)
ING Pioneer High Yield Portfolio
Class ADV
12-31-08		10.23		0.66			(3.50	)		(2.84	)		0.65			0.23		—
12-31-07		10.22		0.54	^•		0.01			0.55			0.54			—		—
01-20-06⁽⁴⁾-12-31-06		9.99		0.47	^•		0.30			0.77			0.51			0.03		—
Class I
12-31-08		10.25		0.74	^•		(3.54	)		(2.80	)		0.70			0.23		—
12-31-07		10.22		0.59	^•		0.03			0.62			0.59			—		—
01-03-06⁽⁴⁾-12-31-06		10.00		0.57	^•		0.23			0.80			0.55			0.03		—
Class S
12-31-08		10.25		0.67	^•		(3.49	)		(2.82	)		0.68			0.23		—
12-31-07		10.22		0.57	^•		0.03			0.60			0.57			—		—
01-20-06⁽⁴⁾-12-31-06		9.99		0.54	^•		0.24			0.78			0.52			0.03		—
ING T. Rowe Price Diversified Mid Cap Growth Portfolio
Class ADV
12-31-08		9.22		(0.02	)		(3.48	)		(3.50	)		—			1.28		—
12-31-07		8.99		(0.03	)		1.14			1.11			—			0.88		—
12-31-06		8.47		(0.03	)		0.74			0.71			—			0.19		—
12-31-05		7.94		(0.05	)		0.72			0.67			—			0.14		—
12-31-04		7.33		(0.10	)		0.71			0.61			—			—		—
Class I
12-31-08		9.52		0.02			(3.63	)		(3.61	)		0.03			1.28		—
12-31-07		9.22		0.02			1.18			1.20			0.02			0.88		—
12-31-06		8.65		0.02			0.74			0.76			—			0.19		—
12-31-05		8.06		(0.00	)^*		0.73			0.73			—			0.14		—
12-31-04		7.40		(0.00	)^*		0.66			0.66			—			—		—
Class S
12-31-08		9.37		(0.00	)^*		(3.56	)		(3.56	)		0.00	^*		1.28		—
12-31-07		9.10		(0.01	)		1.16			1.15			—			0.88		—
12-31-06		8.55		(0.01	)		0.75			0.74			—			0.19		—
12-31-05		7.99		(0.03	)		0.73			0.70			—			0.14		—
12-31-04		7.36		(0.07	)		0.70			0.63			—			—		—
ING T. Rowe Price Growth Equity Portfolio
Class ADV
12-31-08		60.78		(0.04	)^•		(24.38	)		(24.42	)		0.08			3.92		0.05
12-31-07		58.37		0.03	^•		5.34			5.37			0.03			2.93		—
12-31-06		51.87		0.05			6.54			6.59			—			0.09		—
12-31-05		49.14		(0.06	)^•		2.84			2.78			—			0.05		—
12-31-04		44.89		0.11			4.14			4.25			—			—		—
Class I
12-31-08		61.89		0.26			(24.86	)		(24.60	)		0.64			3.92		0.05
12-31-07		59.36		0.32			5.45			5.77			0.31			2.93		—
12-31-06		52.62		0.33	^•		6.64			6.97			0.14			0.09		—
12-31-05		49.81		0.19	^•		2.87			3.06			0.25			—		—
12-31-04		45.35		0.29			4.24			4.53			0.07			—		—
Class S
12-31-08		61.35		0.07	^•		(24.56	)		(24.49	)		0.44			3.92		0.05
12-31-07		58.85		0.15	^•		5.41			5.56			0.13			2.93		—
12-31-06		52.16		0.28	^•		6.50			6.78			—			0.09		—
12-31-05		49.48		0.06	^•		2.85			2.91			—			0.23		—
12-31-04		45.12		0.22			4.16			4.38			—			0.02		—

								Ratios to average net assets											Supplemental data
	Total distributions		Net asset value, end of year or period		Total Return⁽¹⁾			Expenses before reductions/additions⁽²⁾⁽³⁾		Expenses net of fee waivers and/or recoupments, if any⁽²⁾⁽³⁾			Expenses net of all reductions/additions⁽²⁾⁽³⁾			Net investment income (loss)⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate

Year or period ended	($)		($)		(%)			(%)		(%)			(%)			(%)			($000's)		(%)
ING Pioneer High Yield Portfolio
Class ADV
12-31-08		0.88		6.51		(29.60	)^(c)		1.24		1.23	^†		1.23	^†		7.25	^†		773		38
12-31-07		0.54		10.23		5.43			1.28		1.27			1.27			5.22			1,018		68
01-20-06⁽⁴⁾-12-31-06		0.54		10.22		7.98			1.30		1.23			1.23			4.97			510		20
Class I
12-31-08		0.93		6.52		(29.27	)^(c)		0.74		0.73	^†		0.72	^†		8.82	^†		279,168		38
12-31-07		0.59		10.25		6.15			0.78		0.77			0.77			5.67			105,105		68
01-03-06⁽⁴⁾-12-31-06		0.58		10.22		8.24			0.80		0.73			0.73			5.70			119,959		20
Class S
12-31-08		0.91		6.52		(29.45	)^(c)		0.99		0.98	^†		0.98	^†		7.32	^†		2,170		38
12-31-07		0.57		10.25		5.89			1.03		1.02			1.02			5.43			5,899		68
01-20-06⁽⁴⁾-12-31-06		0.55		10.22		8.01			1.05		0.98			0.98			5.43			8,280		20
ING T. Rowe Price Diversified Mid Cap Growth Portfolio
Class ADV
12-31-08		1.28		4.44		(43.35	)		1.16		1.16			1.16			(0.25	)		15,401		28
12-31-07		0.88		9.22		12.71			1.16		1.15			1.15			(0.31	)		40,695		31
12-31-06		0.19		8.99		8.70			1.16		1.15			1.15			(0.23	)		48,165		37
12-31-05		0.14		8.47		8.64			1.16		1.15			1.15			(0.54	)		69,686		94
12-31-04		—		7.94		8.32			1.47		1.46			1.46			(1.13	)		80,813		441
Class I
12-31-08		1.31		4.60		(43.15	)		0.66		0.66			0.66			0.26			487,968		28
12-31-07		0.90		9.52		13.39			0.66		0.66			0.66			0.18			995,471		31
12-31-06		0.19		9.22		9.10			0.66		0.66			0.66			0.19			1,067,515		37
12-31-05		0.14		8.65		9.26			0.66		0.66			0.66			(0.04	)		1,131,231		94
12-31-04		—		8.06		8.92			0.96		0.96			0.96			(0.06	)		474,397		441
Class S
12-31-08		1.28		4.53		(43.27	)		0.91		0.91			0.91			0.03			9,009		28
12-31-07		0.88		9.37		13.01			0.91		0.91			0.91			(0.07	)		13,319		31
12-31-06		0.19		9.10		8.97			0.91		0.91			0.91			(0.07	)		10,100		37
12-31-05		0.14		8.55		8.96			0.91		0.91			0.91			(0.30	)		21,871		94
12-31-04		—		7.99		8.56			1.21		1.21			1.21			(0.88	)		29,155		441
ING T. Rowe Price Growth Equity Portfolio
Class ADV
12-31-08		4.05		32.31		(42.51	)		1.25		1.24			1.24			(0.09	)		49,551		54
12-31-07		2.96		60.78		9.36			1.25		1.24			1.24			0.05			103,588		58
12-31-06		0.09		58.37		12.73			1.25		1.25			1.25			0.11			105,821		43
12-31-05		0.05		51.87		5.66			1.25		1.25			1.25			(0.12	)		86,781		41
12-31-04		—		49.14		9.47			1.25		1.25			1.25			0.19			78,870		39
Class I
12-31-08		4.61		32.68		(42.21	)		0.75		0.74			0.74			0.42			745,790		54
12-31-07		3.24		61.89		9.91			0.75		0.74			0.74			0.55			1,442,336		58
12-31-06		0.23		59.36		13.30			0.75		0.75			0.75			0.60			1,271,481		43
12-31-05		0.25		52.62		6.17			0.75		0.75			0.75			0.38			898,102		41
12-31-04		0.07		49.81		10.02			0.75		0.75			0.75			0.66			830,034		39
Class S
12-31-08		4.41		32.45		(42.35	)		1.00		0.99			0.99			0.15			69,896		54
12-31-07		3.06		61.35		9.62			1.00		0.99			0.99			0.25			101,503		58
12-31-06		0.09		58.85		13.03			1.00		1.00			1.00			0.51			37,306		43
12-31-05		0.23		52.16		5.92			1.00		1.00			1.00			0.12			163,188		41
12-31-04		0.02		49.48		9.74			1.00		1.00			1.00			0.62			18,642		39

See Accompanying Notes to Financial Statements
78

FINANCIAL HIGHLIGHTS (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income		From net realized gains		From return of capital

Year or period ended	($)		($)			($)			($)			($)		($)		($)
ING Templeton Foreign Equity Portfolio
Class ADV
12-31-08		13.65		0.23	^•		(5.81	)		(5.58	)		0.23		—		—
12-31-07		12.03		0.18	^•		1.68			1.86			0.13		0.11		—
12-20-06⁽⁴⁾-12-31-06		12.09		0.00	^*		0.08			0.08			0.13		0.01		—
Class I
12-31-08		13.66		0.29	^•		(5.85	)		(5.56	)		0.27		—		—
12-31-07		12.03		0.24	^•		1.63			1.87			0.13		0.11		—
01-03-06⁽⁴⁾-12-31-06		10.00		0.27			1.90			2.17			0.13		0.01		—
Class S
12-31-08		13.63		0.28	^•		(5.87	)		(5.59	)		0.23		—		—
12-31-07		12.01		0.20	^•		1.63			1.83			0.10		0.11		—
01-12-06⁽⁴⁾-12-31-06		10.02		0.17	^•		1.95			2.12			0.12		0.01		—
ING Thornburg Value Portfolio
Class ADV
12-31-08		33.36		0.18			(13.52	)		(13.34	)		0.06		—		—
12-31-07		31.38		0.18	^•		1.93			2.11			0.13		—		—
12-31-06		27.03		0.05	^•		4.34			4.39			0.04		—		—
12-31-05		26.86		(0.02	)^•		0.29			0.27			0.10		—		—
12-31-04		23.98		0.03	^•		2.92			2.95			0.07		—		—
Class I
12-31-08		34.00		0.32	^•		(13.79	)		(13.47	)		0.15		—		—
12-31-07		31.85		0.28			2.02			2.30			0.15		—		—
12-31-06		27.40		0.15	^•		4.44			4.59			0.14		—		—
12-31-05		27.20		0.11	^•		0.31			0.42			0.22		—		—
12-31-04		24.21		0.24	^•		2.86			3.10			0.11		—		—
Class S
12-31-08		33.75		0.30			(13.76	)		(13.46	)		0.03		—		—
12-31-07		31.68		0.19	^•		2.03			2.22			0.15		—		—
12-31-06		27.24		0.36	^•		4.14			4.50			0.06		—		—
12-31-05		27.04		0.05	^•		0.28			0.33			0.13		—		—
12-31-04		24.09		0.16	^•		2.87			3.03			0.08		—		—
ING UBS U.S. Large Cap Equity Portfolio
Class ADV
12-31-08		10.40		0.08			(4.23	)		(4.15	)		0.13		—		—
12-31-07		10.40		0.06	^•		0.01			0.07			0.07		—		—
12-31-06		9.19		0.06	^•		1.22			1.28			0.07		—		—
12-31-05		8.52		0.03	^•		0.70			0.73			0.06		—		—
12-31-04		7.49		0.05			1.01			1.06			0.03		—		—
Class I
12-31-08		10.61		0.13	^•		(4.32	)		(4.19	)		0.22		—		—
12-31-07		10.56		0.11			0.02			0.13			0.08		—		—
12-31-06		9.30		0.09			1.25			1.34			0.08		—		—
12-31-05		8.58		0.08	^•		0.72			0.80			0.08		—		—
12-31-04		7.54		0.10			1.00			1.10			0.06		—		—
Class S
12-31-08		10.48		0.10	^•		(4.27	)		(4.17	)		0.16		—		—
12-31-07		10.45		0.08	^•		0.02			0.10			0.07		—		—
12-31-06		9.21		0.08	^•		1.23			1.31			0.07		—		—
12-31-05		8.52		0.06	^•		0.70			0.76			0.07		—		—
12-31-04		7.49		0.09			1.00			1.09			0.06		—		—

									Ratios to average net assets											Supplemental data
	Total distributions		Net asset value, end of year or period			Total Return⁽¹⁾			Expenses before reductions/additions⁽²⁾⁽³⁾		Expenses net of fee waivers and/or recoupments, if any⁽²⁾⁽³⁾			Expenses net of all reductions/additions⁽²⁾⁽³⁾			Net investment income (loss)⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate

Year or period ended	($)		($)			(%)			(%)		(%)			(%)			(%)			($000's)		(%)
ING Templeton Foreign Equity Portfolio
Class ADV
12-31-08		0.23		7.84			(40.88	)		1.46		1.47			1.47			2.22			9,418		11
12-31-07		0.24		13.65			15.42			1.49		1.48			1.48			1.40			1		20
12-20-06⁽⁴⁾-12-31-06		0.14		12.03			0.66			1.74		1.48			1.48			0.00	^*		1		5
Class I
12-31-08		0.27		7.83			(40.72	)		0.96		0.97			0.97			2.77			405,874		11
12-31-07		0.24		13.66			15.50			0.99		0.98			0.98			1.85			46,781		20
01-03-06⁽⁴⁾-12-31-06		0.14		12.03			21.70			1.24		0.98			0.98			2.53			10,991		5
Class S
12-31-08		0.23		7.81			(40.97	)		1.21		1.22			1.22			2.56			167,638		11
12-31-07		0.21		13.63			15.23			1.24		1.23			1.23			1.49			131,882		20
01-12-06⁽⁴⁾-12-31-06		0.13		12.01			21.14			1.49		1.23			1.23			1.57			36,200		5
ING Thornburg Value Portfolio
Class ADV
12-31-08		0.06		19.96			(40.04	)		1.40		1.40	^†		1.40	^†		0.53	^†		2,281		77
12-31-07		0.13		33.36			6.73			1.40		1.40			1.40			0.54			4,196		88
12-31-06		0.04		31.38			16.26			1.40		1.40			1.40			0.18			673		171
12-31-05		0.10		27.03	��		1.03			1.40		1.40			1.40			(0.08	)		214		95
12-31-04		0.07		26.86			12.36			1.40		1.40			1.40			0.27			267		74
Class I
12-31-08		0.15		20.38			(39.75	)		0.90		0.90	^†		0.90	^†		1.16	^†		256,369		77
12-31-07		0.15		34.00			7.24			0.90		0.90			0.90			0.92			216,408		88
12-31-06		0.14		31.85			16.84			0.90		0.90			0.90			0.51			186,115		171
12-31-05		0.22		27.40			1.56			0.90		0.90			0.90			0.43			191,985		95
12-31-04		0.11		27.20			12.88			0.90		0.90			0.90			0.85			234,606		74
Class S
12-31-08		0.03		20.26			(39.90	)		1.15		1.15	^†		1.15	^†		0.78	^†		6,604		77
12-31-07		0.15		33.75			7.00			1.15		1.15			1.15			0.56			13,719		88
12-31-06		0.06		31.68			16.57			1.15		1.15			1.15			1.19			6,795		171
12-31-05		0.13		27.24			1.25			1.15		1.15			1.15			0.18			277		95
12-31-04		0.08		27.04			12.63			1.15		1.15			1.15			0.62			445		74
ING UBS U.S. Large Cap Equity Portfolio
Class ADV
12-31-08		0.13		6.12			(40.07	)		1.35		1.35	^†		1.33	^†		0.92	^†		6,041		65
12-31-07		0.07		10.40			0.65			1.35		1.35			1.34			0.52			10,494		48
12-31-06		0.07		10.40			14.05			1.35		1.35			1.34			0.58			4,033		39
12-31-05		0.06		9.19			8.67			1.35		1.35			1.35			0.37			426		51
12-31-04		0.03		8.52			14.21			1.35		1.35			1.35			0.73			48		140
Class I
12-31-08		0.22		6.20			(39.76	)		0.85		0.85	^†		0.83	^†		1.43	^†		235,657		65
12-31-07		0.08		10.61			1.18			0.85		0.85			0.84			1.02			365,084		48
12-31-06		0.08		10.56			14.51			0.85		0.85			0.84			0.99			355,204		39
12-31-05		0.08		9.30			9.38			0.85		0.85			0.85			0.92			270,692		51
12-31-04		0.06		8.58			14.76			0.85		0.85			0.85			1.22			267,249		140
Class S
12-31-08		0.16		6.15			(40.00	)		1.10		1.10	^†		1.08	^†		1.13	^†		19,357		65
12-31-07		0.07		10.48			0.93			1.10		1.10			1.09			0.75			45,303		48
12-31-06		0.07		10.45			14.32			1.10		1.10			1.09			0.79			28,207		39
12-31-05		0.07		9.21			8.99			1.10		1.10			1.10			0.64			9,667		51
12-31-04		0.06		8.52			14.59			1.10		1.10			1.10			1.06			2,356		140

See Accompanying Notes to Financial Statements
79

FINANCIAL HIGHLIGHTS (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income		From net realized gains		From return of capital

Year or period ended	($)		($)			($)			($)			($)		($)		($)
ING Van Kampen Comstock Portfolio
Class ADV
12-31-08		12.34		0.17	^•		(4.47	)		(4.30	)		0.30		0.65		—
12-31-07		13.17		0.17	^•		(0.48	)		(0.31	)		0.16		0.36		—
12-31-06		12.08		0.18	^•		1.62			1.80			0.09		0.62		—
12-31-05		12.22		0.13	^•		0.24			0.37			0.04		0.47		—
12-31-04		10.55		0.08			1.64			1.72			—		0.05		—
Class I
12-31-08		12.55		0.23			(4.55	)		(4.32	)		0.46		0.65		—
12-31-07		13.37		0.24			(0.49	)		(0.25	)		0.21		0.36		—
12-31-06		12.22		0.24	^•		1.66			1.90			0.13		0.62		—
12-31-05		12.33		0.19	^•		0.24			0.43			0.08		0.46		—
12-31-04		10.60		0.12			1.66			1.78			—		0.05		—
Class S
12-31-08		12.49		0.21			(4.53	)		(4.32	)		0.40		0.65		—
12-31-07		13.30		0.21			(0.49	)		(0.28	)		0.17		0.36		—
12-31-06		12.16		0.21	^•		1.64			1.85			0.09		0.62		—
12-31-05		12.29		0.16	^•		0.24			0.40			0.07		0.46		—
12-31-04		10.58		0.09			1.67			1.76			—		0.05		—
ING Van Kampen Equity and Income Portfolio
Class ADV
12-31-08		37.09		0.71	^•		(9.08	)		(8.37	)		1.37		1.91		—
12-31-07		37.82		0.74	^•		0.41			1.15			0.78		1.10		—
12-31-06		35.55		0.72	^•		3.43			4.15			0.59		1.29		—
12-31-05		33.11		0.53	^•		1.95			2.48			0.01		0.03		—
12-31-04		30.07		0.15			2.96			3.11			0.07		—		—
Class I
12-31-08		37.76		1.03			(9.38	)		(8.35	)		1.75		1.91		—
12-31-07		38.47		0.95	^•		0.41			1.36			0.97		1.10		—
12-31-06		36.09		0.92	^•		3.48			4.40			0.73		1.29		—
12-31-05		33.47		0.73	^•		1.95			2.68			0.03		0.03		—
12-31-04		30.35		0.14			3.15			3.29			0.17		—		—
Class S
12-31-08		37.50		0.79	^•		(9.16	)		(8.37	)		1.64		1.91		—
12-31-07		38.24		0.83	^•		0.42			1.25			0.89		1.10		—
12-31-06		35.93		0.82	^•		3.47			4.29			0.69		1.29		—
12-31-05		33.37		0.63	^•		1.96			2.59			—		0.03		—
12-31-04		30.27		0.17			3.03			3.20			0.10		—		—

								Ratios to average net assets								Supplemental data
	Total distributions		Net asset value, end of year or period		Total Return⁽¹⁾			Expenses before reductions/additions⁽²⁾⁽³⁾		Expenses net of fee waivers and/or recoupments, if any⁽²⁾⁽³⁾		Expenses net of all reductions/additions⁽²⁾⁽³⁾		Net investment income (loss)⁽²⁾⁽³⁾		Net assets, end of year or period		Portfolio turnover rate

Year or period ended	($)		($)		(%)			(%)		(%)		(%)		(%)		($000's)		(%)
ING Van Kampen Comstock Portfolio
Class ADV
12-31-08		0.95		7.09		(36.64	)		1.35		1.31		1.31		1.66		13,778		47
12-31-07		0.52		12.34		(2.51	)		1.35		1.34		1.34		1.27		40,111		26
12-31-06		0.71		13.17		15.57			1.38		1.34		1.34		1.42		37,431		27
12-31-05		0.51		12.08		3.20			1.45		1.37		1.37		1.06		25,455		27
12-31-04		0.05		12.22		16.41			1.40		1.40		1.40		0.86		12,569		30
Class I
12-31-08		1.11		7.12		(36.36	)		0.85		0.81		0.81		2.20		357,863		47
12-31-07		0.57		12.55		(2.04	)		0.85		0.84		0.84		1.78		608,951		26
12-31-06		0.75		13.37		16.19			0.88		0.84		0.84		1.91		634,470		27
12-31-05		0.54		12.22		3.74			0.95		0.87		0.87		1.57		133,987		27
12-31-04		0.05		12.33		16.90			0.90		0.90		0.90		1.40		70,308		30
Class S
12-31-08		1.05		7.12		(36.48	)		1.10		1.06		1.06		1.95		197,126		47
12-31-07		0.53		12.49		(2.28	)		1.10		1.09		1.09		1.52		342,155		26
12-31-06		0.71		13.30		15.86			1.13		1.09		1.09		1.67		358,431		27
12-31-05		0.53		12.16		3.47			1.20		1.12		1.12		1.31		537,092		27
12-31-04		0.05		12.29		16.74			1.15		1.15		1.15		1.15		317,797		30
ING Van Kampen Equity and Income Portfolio
Class ADV
12-31-08		3.28		25.44		(23.76	)		1.07		1.07		1.07		2.21		10,334		111
12-31-07		1.88		37.09		3.06			1.07		1.07		1.07		1.92		14,242		89
12-31-06		1.88		37.82		12.12			1.07		1.07		1.07		1.98		18,385		57
12-31-05		0.04		35.55		7.49			1.07		1.07		1.07		1.56		14,307		125
12-31-04		0.07		33.11		10.32			1.24		1.24		1.24		1.29		8,611		797
Class I
12-31-08		3.66		25.75		(23.38	)		0.57		0.57		0.57		2.70		516,378		111
12-31-07		2.07		37.76		3.56			0.57		0.57		0.57		2.42		811,810		89
12-31-06		2.02		38.47		12.67			0.57		0.57		0.57		2.49		925,305		57
12-31-05		0.06		36.09		8.02			0.57		0.57		0.57		2.10		847,997		125
12-31-04		0.17		33.47		10.86			0.74		0.74		0.74		1.88		551,489		797
Class S
12-31-08		3.55		25.58		(23.56	)		0.82		0.82		0.82		2.49		193,142		111
12-31-07		1.99		37.50		3.29			0.82		0.82		0.82		2.16		133,013		89
12-31-06		1.98		38.24		12.40			0.82		0.82		0.82		2.25		88,409		57
12-31-05		0.03		35.93		7.77			0.82		0.82		0.82		1.84		59,793		125
12-31-04		0.10		33.37		10.62			0.99		0.99		0.99		0.99		34,477		797

⁽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⁾ Annualized for periods less than one year.

⁽³⁾ Expense ratios reflect operating expenses of a Portfolio. Expenses before reductions do not reflect amounts reimbursed by the Investment Adviser and/or Distributor or reductions from brokerage service arrangements or other expense offset arrangements and do not represent the amount paid by a Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor but prior to reductions from brokerage service arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by a Portfolio. Net investment income (loss) is net of all such additions or reductions.

⁽⁴⁾ Commencement of operations.

^• Calculated using average number of shares outstanding throughout the period.

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

^† Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has less than 0.005% impact on the expense ratio and net investment income or loss ratio.

^(a) 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.

^(b) Includes impact of interest expense on inverse floaters.

^(c) There was no impact on total return by the affiliate payment in Note 18.

See Accompanying Notes to Financial Statements
80

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008

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

The Fund currently consists of thirty-six Portfolios of which nineteen diversified Portfolios and one non-diversified Portfolio 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 Value"); 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 Mid Cap Value Portfolio ("JPMorgan Mid Cap Value"); ING Legg Mason Partners Aggressive Growth Portfolio ("Legg Mason Partners Aggressive Growth"); ING Neuberger Berman Partners Portfolio ("Neuberger Berman Partners"); ING Oppenheimer Global Portfolio ("Oppenheimer Global"); ING Oppenhei mer 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 Van Kampen Comstock 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 secondary 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 Mid Cap Value seeks growth from capital appreciation;

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

• Neuberger Berman Partners seeks capital growth;

• Oppenheimer Global seeks capital appreciation;

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

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

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

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

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

• Templeton Foreign Equity seeks long-term capital growth;

• Thornburg Value seeks capital appreciation;

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

• 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 Adviser Class (Class "ADV"), Initial Class (Class "I") and Service Class (Class "S"). 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,

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 1 — ORGANIZATION (continued)

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 average 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. Dividends are determined separately for each class based on income and expenses allocable to each class. Realized gain distributions are allocated to each class pro rata based on the shares outstanding of each class on the date of distribution. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution and shareholder service fee, if applicable. Class I shares are intended for distribution networks incl uding 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 custodial 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.

DSL, 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 and IFD are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 125,000 people, ING Groep comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.

On October 19, 2008, ING Groep announced that it reached an agreement with the Dutch government to strengthen its capital position, creating a strong buffer to navigate the current market and economic environment. ING Groep will issue non-voting core Tier-1 securities for a total consideration of EUR 10 billion to the Dutch State. The transaction boosts ING Bank's core Tier-1 ratio, strengthens the insurance balance sheet and reduces ING Groep's Debt/Equity ratio.

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 defined by the 1940 Act, and 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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

foreign exchanges, which close earlier than the time that a Portfolio calculates its NAV may also be valued at their fair values, as defined by the Act, and as determined in good faith by or under the supervision of the Board, in accordance with methods that are specifically authorized by the Board. The valuation techniques applied in any specific instance are likely to vary from case to case. With respect to a restricted security, for example, consideration is generally given to the cost of the investment, the market value of any unrestricted securities of the same class at the time of valuation, the potential expiration of restrictions on the security, the existence of any registration rights, the costs to the Portfolios related to registration of the security, as well as factors relevant to the issuer itself. Consideration may also be given to the price and extent of any public trading in similar securities of the issuer or comparable com panies' securities. 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 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 se rvice 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 occu rred 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 a 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.

Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, "Fair Value Measurements", establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Portfolios is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as "Level 1", inputs other than quoted prices for an asset that are observable are classified as "Level 2" and unobservable inputs, including the sub-adviser's judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as "Level 3". The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A tabl e summarizing the Portfolios' investments under these levels of classification is included following the Portfolios of Investments.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment/performance risk of the credit derivative, (2) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (3) the fair value of the credit derivative, and (4) the nature of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. All changes to accounting policies have been made in accordance with the FSP and incorporated for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

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

D. Forward Foreign Currency Contracts. Certain Portfolios may enter into forward foreign currency contracts primarily to hedge against foreign currency exchange rate risks on their non-U.S. dollar denominated investment securities. When entering into a forward currency contract, a Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. These contracts are valued daily and a Portfolio's net equity therein, representing unrealized gain or loss on the contracts as measured by the difference between the forward foreign exchange rates at the dates of entry into the contracts and the forward rates at the reporting date, is included in the Statement of Assets and Liabilities. Realized and unrealized gains and losses are included in the Statement of Operations. These instruments involve market and/or credit risk in excess of the amount recognized in the Statement of Assets and Liabilities. Risks arise from the possible inability of counterparties to meet the terms of their contracts and from movement in currency and securities values and interest rates. Open forward foreign currency contracts are presented following the Portfolio of Investments.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

E. Futures Contracts. Certain Portfolios may enter into futures contracts involving foreign currency, interest rates, securities and securities indices. A futures contract obligates the seller of the contract to deliver and the purchaser of the contract to take delivery of the type of foreign currency, financial instrument or security called for in the contract at a specified future time for a specified price. Upon entering into such a contract, a Portfolio is required to deposit and maintain as collateral such initial margin as required by the exchange on which the contract is traded. Pursuant to the contract, a Portfolio agrees to receive from or pay to the broker an amount equal to the daily fluctuations in the value of the contract. Such receipts or payments are known as variati on margins and are recorded as unrealized gains or losses by a Portfolio. When the contract is closed, a Portfolio records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed. Futures contracts are subject to market, credit and counterparty risk occasionally in excess of the amount recognized in the Statements of Assets and Liabilities.

F. 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.

G. 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. Management has considered the sustainability of the Portfolios' tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.

H. 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.

I. 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 a 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 a Portfolio in the event a Portfolio is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.

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

K. Illiquid and Restricted Securities. The Portfolios may not invest more than 15% of their net assets in illiquid securities. Illiquid securities are not readily

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 approved by the Board or may be deemed to be illiquid because they may not be readily marketable. Illiquid and restricted securities are valued using market quotations when readily available. In the absence of market quotations, the securities are valued based upon their fair value, as defined by the Act, determined under proc edures approved by the Board.

L. 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.

M. 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 collateralized by different pools of mortgages with different prepayment histories . The Portfolios account for dollar roll transactions as purchases and sales. For fee based dollar roll transactions, the fee is recorded as income.

N. 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.

O. Swap Agreements. Certain Portfolios may enter into swap agreements. A swap is an agreement between two parties pursuant to which each party agrees to make one or more payments to the other at specified future intervals based on the return of an asset (such as a stock, bond or currency) or non-asset reference (such as an interest rate or index). The swap agreement will specify the "notional" amount of the asset or non-asset reference to which the contract relates. Subsequent changes in market value, if any, are calculated based upon changes in the performance of the asset or non-asset reference

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

multiplied by the notional value of the contract. A Portfolio may enter into credit default, interest rate, total return and currency swaps to manage its exposure to credit, currency and interest rate risk. All outstanding swap agreements are reported following each Portfolio's Portfolio of Investments.

Swaps are marked to market daily using quotations primarily from third party pricing services, counterparties or brokers. The value of the swap contract is recorded on each Portfolio's Statements of Assets or Liabilities. During the term of the swap, changes in the value of the swap, if any, are recorded as unrealized gains or losses on the Statements of Operations. Upfront payments paid or received by a Portfolio when entering into the agreements are reported on the Statements of Assets and Liabilities and as a component of the changes in unrealized gains or losses on the Statements of Operations. These upfront payments represent the amounts paid or received when initially entering into the swap agreement to compensate for differences between the stated terms of the swap agreement and the prevailing market conditions. The upfront payments are included as a component in the realized gains or losses on each Portfolio's Statement of Operations upon termination or maturity of the swap. A Portfolio also records net periodic payments paid or received on the swap contract as a realized gain or loss on the Statements of Operations.

Entering into swap agreements involves the risk that the maximum potential loss of an investment exceeds the current value of the investment as reported on each Portfolio's Statements of Assets and Liabilities. Other risks involve the possibility that the counterparty to the agreements may default on its obligation to perform, that there will be no liquid market for these investments and that unfavorable changes in the market will have a negative impact on the value of the index or securities underlying the respective swap agreement.

Credit Default Swap Contracts. A credit default swap is a bilateral agreement between counterparties in which the buyer of the protection agrees to make a stream of periodic payments to the seller of protection in exchange for the right to receive a specified return in the event of a default or other credit event for a referenced entity, obligation or index. As a seller of protection on credit default swaps, a Portfolio will generally receive from the buyer a fixed payment stream based on the notional amount of the swap contract. This fixed payment stream will continue until the swap contract expires or a defined credit event occurs.

A Portfolio is subject to credit risk in the normal course of pursuing its investment objectives. As a seller of protection in a credit default swap, a Portfolio may execute these contracts to manage its exposure to the market or certain sectors of the market. Certain Portfolios may also enter into credit default swaps to speculate on changes in an issuer's credit quality, to take advantage of perceived spread advantages, or to offset an existing short equivalent (i.e. buying protection on an equivalent reference entity).

Certain Portfolios may sell credit default swaps which expose these Portfolios to the risk of loss from credit risk- related events specified in the contract. Although contract specific, credit events are generally defined as bankruptcy, failure to pay, restructuring, obligation acceleration, obligation default or repudiation/moratorium. If a Portfolio is a seller of protection, and a credit event occurs, as defined under the terms of that particular swap agreement, a Portfolio will generally either (i) pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations, or underlying securities comprising a referenced index or (ii) pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index. If a Portfolio is a buye r of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Portfolio will either (i) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or (ii) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index. Recovery values are assumed by market makers considering either industry standard recovery rates or entity specific factors and considerations until a credit event occurs. If a credit event has

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

occurred, the recovery value is determined by a facilitated auction whereby a minimum number of allowable broker bids, together with a specified valuation method, are used to calculate the settlement value.

Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues are disclosed in each Portfolio's Portfolio of Investment and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swaps on asset-backed securities or credit indices, the quoted market prices and resulting market values serve as the indicator of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, represent a deterioration of the referenced entity's credit so undness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

The maximum amount of future payments (undiscounted) that a Portfolio as seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of December 31, 2008, for which a Portfolio is seller of protection are disclosed in each Portfolio's Portfolio of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreements, or net amounts received from the settlement of buy protection credit default swap agreements entered into by a Portfolio for the same referenced entity or entities

Interest Rate Swap Contracts. An interest rate swap involves the agreement between counterparties to exchange periodic payments based on interest rates. One payment will be based on a floating rate of a specified interest rate while the other will be a fixed rate. Risks involve the future fluctuations of interest rates in which a Portfolio may make payments that are greater than what a Portfolio received from the counterparty. Other risks include credit, liquidity and market risk.

Total Return Swap Contracts. A total return swap involves the agreement between counterparties to exchange periodic payments based on an asset (such as a basket of securities) or non-asset (such as an index) reference. The periodic payments or cash flows, are usually based on the non-asset reference versus the total return or the asset-based reference. The asset-based reference generally includes unrealized appreciation or depreciation and to the extent that the total return falls short of or exceeds the non-asset reference, a Portfolio will make or receive a payment to the counterparty. Risks of total return swaps include credit, liquidity and market risks.

Currency Swaps. A currency swap involves the agreement between counterparties to exchange two different currencies at contract inception at the prevailing spot rate, and to reverse the exchange at a later agreed upon termination date. The currency exchange at termination may take place at the original exchange rate, an agreed upon exchange rate or the prevailing spot rate on the date of termination. The contract may also include periodic interest payments based on a specified interest rate. Risks related to currency swaps include, but are not limited to, credit, liquidity, market, and exchange rate fluctuations.

Certain Portfolios are party to International Swap Dealers Association, Inc. Master Agreements ("ISDA Master Agreements"). These agreements are with select counterparties and they govern transactions, including certain over-the counter derivative and foreign exchange contracts, entered into by the Portfolios and the counterparty. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral, and events of default or termination. The occurrence of a specified event of termination may give a counterparty the right to terminate all of its contracts and affect settlement of all outstanding transactions under the applicable ISDA Master Agreement.

P. Structured Products. Certain Portfolios invest in structured products which are specially-designed derivative investments whose principal payments or interest payments are linked to the performance of underlying foreign currencies, interest rate spreads, stock market indices, prices

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

of individual securities, commodities or other financial instruments or the occurrence of other specific events. The terms and conditions of these products may be 'structured' by the purchaser (a Portfolio) and the borrower issuing the note. The market value of these products will increase or decrease based on the performance of the underlying asset or reference. A Portfolio records the net change in the market value of the structured product on the accompanying Statements of Operations as a change in unrealized appreciation or depreciation on investments. A Portfolio records a realized gain or loss on the Statements of Operations upon the sale or maturity of the structured product.

Q. Event-Linked Bonds. Oppenheimer Strategic Income invests in event-linked bonds, which are fixed income securities for which the return of principal and payment of interest is contingent on the non-occurrence of a specific trigger event, such as a hurricane, earthquake, or other occurrence that leads to physical or economic loss. If the specific trigger event occurs prior to maturity of the event-linked bond, the Portfolio may lose all or a portion of its principal in addition to interest otherwise due from the bond. Event-linked bonds may expose the Portfolio to certain other risks, including issuer default, adverse regulatory or jurisdictional interpretations, liquidity risk and adverse tax consequences. The Portfolio records the net change in the market value of the bonds on th e accompanying Statements of Operations as a change in unrealized appreciation or depreciation on investments. The Portfolio records a realized gain or loss on the Statements of Operations upon the sale or maturity of the event-linked bond.

R. 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 a 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 result in a shareholder's loss of principal.

S. 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, a 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 c losed through the acquisition of an offsetting purchase commitment, a Portfolio realizes a gain or loss on the commitment without regard to any unrealized gain or loss on the underlying security. If a Portfolio delivers securities under the commitment, a 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.

T. 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, 2008, the cost of purchases and the proceeds from the sales of securities, excluding U.S. government and short-term securities, were as follows:

Portfolio	Purchases		Sales
American Century Large Company Value	$	20,306,457	$	109,612,618
American Century Small-Mid Cap Value		169,896,497		166,152,410
Baron Asset		7,447,751		26,092,144
Baron Small Cap Growth		257,603,065		157,103,310
Columbia Small Cap Value II		585,545,794		250,705,656
Davis New York Venture		267,456,009		72,574,926
JPMorgan Mid Cap Value		118,703,826		123,226,240
Legg Mason Partners Aggressive Growth		36,144,162		359,175,294
Neuberger Berman Partners		382,880,370		257,489,975
Oppenheimer Global		240,169,668		544,044,148

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 3 — INVESTMENT TRANSACTIONS (continued)

Portfolio	Purchases		Sales
Oppenheimer Strategic Income	$	457,252,918	$	309,532,992
PIMCO Total Return		619,895,300		525,232,002
Pioneer High Yield		207,419,512		58,497,243
T. Rowe Price Diversified Mid Cap Growth		230,201,223		354,324,229
T. Rowe Price Growth Equity		680,120,142		804,917,909
Templeton Foreign Equity		618,926,253		59,267,880
Thornburg Value		396,335,729		227,662,255
UBS U.S. Large Cap Equity		266,269,969		237,988,940
Van Kampen Comstock		374,307,552		393,185,112
Van Kampen Equity and Income		407,003,246		377,427,239

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

	Purchases		Sales
Oppenheimer Strategic Income	$	261,191,481	$	247,747,922
PIMCO Total Return		5,587,936,197		5,310,153,903
Van Kampen Equity And Income		524,878,715		584,133,323

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				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				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 Mid Cap Value				0.75%
Legg Mason Partners Aggressive Growth				0.70% on the first $500 million
				0.65% on assets over $500 million
Neuberger Berman Partners				0.60%
Oppenheimer Global				0.60% on the first $11 billion
				0.58% on the next $4 billion
				0.56% on assets over $15 billion
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%

Portfolio				Fee
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
Van Kampen Comstock				0.60%
Van Kampen Equity and Income				0.55%

DSL has contractually agreed to waive a portion of the advisory fee for American Century Small-Mid Cap Value, Columbia Small Cap Value II⁽¹⁾, PIMCO Total Return, T. Rowe Price Growth Equity and Van Kampen Comstock.

Waiver = 50% x (former sub-advisory fee minus new sub-advisory fee)

For the year ended December 31, 2008, DSL waived $66,417, $—, $30,979, $71,722 and $83,545 for American Century Small-Mid Cap Value, Columbia Small Cap Value II⁽¹⁾, PIMCO Total Return, T. Rowe Price Growth Equity and Van Kampen Comstock, respectively.

These waivers (except, PIMCO Total Return) will continue through at least May 1, 2010. For PIMCO Total Return, the waiver will continue through April 1, 2010. There is no guarantee that the waivers will continue after said dates. The waiver only renews at the election of DSL.

ING Portfolios are permitted to invest end-of-day cash balances into ING Institutional Prime Money Market Fund. Investment management fees paid by the Portfolios will be reduced by an amount equal to the management fees paid indirectly to the ING Institutional Prime Money Market Fund with respect to assets invested by the Portfolios. For the year ended December 31, 2008, the Investment Adviser for American Century Large Company Value, American Century Small-Mid Cap Value, Baron Small Cap Growth, Columbia Small Cap Value II, JPMorgan Mid Cap Value, Legg Mason Partners Aggressive Growth, Oppenheimer Global, Oppenheimer Strategic Income, Pioneer High Yield, Thornburg Value and UBS U.S. Large Cap Equity waived $160, $525, $9,944, $2,168,

⁽¹⁾ Effective August 29, 2008, the sub-advisory fee for Columbia Small Cap Value II was reduced, with a corresponding reduction to a portion of the advisory fee.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 4 — INVESTMENT ADVISORY AND ADMINISTRATIVE FEES (continued)

$1,306, $6,425, $5,293, $13,559, $3,917, $5,004 and $949 of such management fees, respectively. These fees are not subject to recoupment.

Effective January 1, 2008, Oppenheimer Strategic Income may invest its assets in Oppenheimer Master Loan Fund. Oppenheimer Strategic Income's purchase of shares of Oppenheimer Master Loan Fund will result in Oppenheimer Strategic Income paying a proportionate share of the expenses of Oppenheimer Master Loan Fund. DSL will waive its fee in an amount equal to the advisory fee received by the adviser of the Oppenheimer Master Loan Fund resulting from the Oppenheimer Strategic Income's investment into the Oppenheimer Master Loan Fund. For the year ended December 31, 2008, the Investment Adviser waived $39,693 of such management fees. These fees are not subject to recoupment.

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. 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. Neuberger Berman Management LLC serves as sub-adviser to Neuberger Berman Partners. 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. 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 Portfolios' 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 based on the average daily net assets of each Portfolio as follows:

Portfolio				Fee
Baron Asset				0.10%
Columbia Small Cap Value II				0.10%
Neuberger Berman Partners				0.10%
Pioneer High Yield				0.10%
Templeton Foreign Equity				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 Mid Cap Value				0.25%
Legg Mason Partners Aggressive Growth				0.13%
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				0.25% on the first $1.1 billion
				0.20% on assets over $1.1 billion
Van Kampen Equity and Income				0.02%

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.

Class S 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 Class S and ADV Class which shall not exceed an annual rate of 0.25% of the average daily net

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 5 — DISTRIBUTION AND SERVICE FEES (continued)

assets of each of the Class S and ADV Class. Effective May 1, 2008, 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 Class S shares do not exceed 0.75%, through May 1, 2009. Effective January 1, 2007, the Distributor has contractually agreed to waive all or a portion of service fee for the Neuberger Berman Partners so that total net operating expenses do not exceed 0.89% for the Portfolio's respective Class S 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 Class S through July 27, 2009.

Fees paid to the Distributor and Shareholder Organizations by class during the year ended December 31, 2008 are shown in the accompanying Statements of Operations.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At December 31, 2008, the Portfolios had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (See Note 4):

Portfolio	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Accrued Recoupment		Total
American Century Large Company Value	$	10,197	$	2,563	$	2,495	$	—	$	15,255
American Century Small-Mid Cap Value		54,935		14,885		9,260		—		79,080
Baron Asset		5,127		540		1,334		3,906		10,907
Baron Small Cap Growth		299,144		81,799		62,690		—		443,633
Columbia Small Cap Value II		221,224		29,574		29,501		—		280,299
Davis New York Venture		228,458		28,557		45,209		—		302,224
JPMorgan Mid Cap Value		101,020		33,799		20,567		—		155,386
Legg Mason Partners Aggressive Growth		311,785		58,451		18,701		—		388,937
Neuberger Berman Partners		153,106		25,517		11,019		—		189,642
Oppenheimer Global		637,988		63,946		48,081		—		750,015
Oppenheimer Strategic Income		225,380		18,392		21,749		—		265,521
PIMCO Total Return		202,696		66,476		57,343		—		326,515
Pioneer High Yield		121,595		20,541		744		—		142,880
T. Rowe Price Diversified Mid Cap Growth		265,126		8,283		8,115		—		281,524

Portfolio	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Accrued Recoupment		Total
T. Rowe Price Growth Equity	$	425,921	$	106,287	$	34,494	$	—	$	566,702
Templeton Foreign Equity		372,877		46,893		36,943		71,653		528,366
Thornburg Value		138,134		53,582		2,268		—		193,984
UBS U.S. Large Cap Equity		148,406		31,844		6,433		—		186,683
Van Kampen Comstock		290,292		122,584		45,678		—		458,554
Van Kampen Equity and Income		325,568		11,838		43,708		—		381,114

At December 31, 2008, 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.

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. The 1940 Act defines affiliates as companies that are under common control. Therefore, because the Portfolios have a common owner that owns over 25% of the outstanding securities of the Portfolios, they may be deemed to be affiliates of each other. Investment activities of these shareholders could have a material impact on 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
Oppenheimer Global	ING Baring LLC	$	10,448
T. Rowe Price Growth Equity	ING Baring LLC		5,978
Templeton Foreign Equity	ING Baring LLC		3,237

NOTE 7 — OTHER ACCRUED EXPENSES AND LIABILITIES

At December 31, 2008, the Portfolios did not have any expenses included in Other Accrued Expenses and Liabilities on the Statements of Assets and Liabilities that exceded 5% of total liabilities.

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 commissions,

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 8 — EXPENSE LIMITATIONS (continued)

extraordinary expenses, and acquired fund fees and expenses to the following annual expenses to average daily net assets:

Portfolio	Class ADV			Class I			Class S
American Century Small-Mid Cap Value		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	%
Neuberger Berman Partners		1.17	%		0.67	%		0.92	%⁽¹⁾
Pioneer High Yield⁽²⁾		1.21	%		0.71	%		0.96	%
Templeton Foreign Equity		1.48	%		0.98	%		1.23	%

⁽¹⁾ Please see Note 5 for more information on Class S expenses.

⁽²⁾ Prior to September 6, 2008, the expense limits for Pioneer High Yield were 1.25%, 0.75% and 1.00% for Classes ADV, I and S, respectively.

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.

Effective January 1, 2008, pursuant to a side agreement, DSL implemented expense limits for American Century Large Company Value and Van Kampen Comstock through at least December 31, 2009 to the following annual expenses to average daily net assets:

Portfolio	Class ADV			Class I			Class S
American Century Large Company Value		1.40	%		0.90	%		1.15	%
Van Kampen Comstock		1.31	%		0.81	%		1.06	%

If, after December 31, 2009, DSL elects not to renew the side agreement, the Portfolios will no longer have an expense limitation. There is no guarantee that these side agreements will continue after that date. The side agreement will only renew if DSL elects to renew it. Any fees waived pursuant to the side agreements shall not be eligible for recoupment.

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, 2008, 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,
Portfolio	2009		2010		2011		Total
American Century Small-Mid Cap Value	$	—	$	168,652	$	137,295	$	305,947
Baron Asset		42,786		23,737		15,002		81,525
Neuberger Berman Partners		144,882		272,418		316,846		734,146
Pioneer High Yield		55,492		2,872		13,292		71,656

NOTE 9 — WRITTEN OPTIONS

Transactions in written options for Oppenheimer Strategic Income for the year ended December 31, 2008 were as follows:

	EURGBP Notional			JPYZAR Notional			Notional			Notional			Premium
Balance at 12/31/07		1,300,000			620,000			405,000,000			—		$	61,354
Options Written		132,310,000			22,390,000			8,878,000,000			24,030,000			3,088,229
Options Terminated in Closing Purchase Transactions		—			—			—			(7,945,000	)		(13,836	)
Options Expired		(67,940,000	)		(11,620,000	)		(4,883,000,000	)		(16,085,000	)		(1,612,430	)
Options Exercised		(64,080,000	)		(11,390,000	)		(4,400,000,000	)		—			(1,498,069	)
Balance at 12/31/08		1,590,000			—			—			—		$	25,248

Transactions in written options for PIMCO Total Return for the year ended December 31, 2008 were as follows:

	USD Notional			Premium
Balance at 12/31/07		127,900,000		$	1,535,620
Options Written		58,800,000			1,488,958
Options Terminated in Closing Purchase Transactions		(95,800,000	)		(1,271,548	)
Options Exercised		(50,300,000	)		(702,272	)
Balance at 12/31/08		40,600,000		$	1,050,758

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 9 — WRITTEN OPTIONS (continued)

	Number of Contracts			Premium
Balance at 12/31/07		128		$	86,625
Options Written		1,429			1,258,214
Options Expired		(1,107	)		(1,052,342	)
Options Exercised		(248	)		(196,368	)
Balance at 12/31/08		202		$	96,129
12/31/08 Balance of Premiums Received for Written Options:				$	1,146,887

NOTE 10 — COMMITMENTS

For the year ended December 31, 2008, Oppenheimer Strategic Income had the following unfunded loan commitment pursuant to the terms of the following loan agreement:

Deutsche Bank AG, London — Government of Peru CRPAO Pass-Through Notes, Peru 8.375% due 05/30/16 + 2.750%, due 04/30/25.

The unrealized appreciation on this commitment of $275,749 as of December 31, 2008 is reported as such on the Statements of Assets and Liabilities.

NOTE 11 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
American Century Large Company Value
Class ADV
12-31-08		121,203		—		219,003		(555,574	)		(215,368	)		1,060,645		—		1,433,923		(6,990,882	)		(4,496,314	)
12-31-07		101,881		—		53,635		(154,324	)		1,192			1,594,897		—		792,188		(2,421,442	)		(34,357	)
Class I
12-31-08		1,393,251		—		608,180		(8,022,921	)		(6,021,490	)		17,994,242		—		3,963,479		(106,626,609	)		(84,668,888	)
12-31-07		4,303,882		—		473,964		(2,704,777	)		2,073,069			67,969,486		—		7,081,018		(43,828,890	)		31,221,614
Class S
12-31-08		308,649		—		939,696		(770,520	)		477,825			2,788,794		—		6,224,997		(6,793,693	)		2,220,098
12-31-07		316,328		—		111,515		(678,972	)		(251,129	)		5,162,715		—		1,672,720		(10,736,208	)		(3,900,773	)
12-31-07		3,359,481		—		259,773		(1,313,484	)		2,305,770			37,262,805		—		2,774,380		(14,501,828	)		25,535,357
American Century Small-Mid Cap Value
Class ADV
12-31-08		244,761		—		145,573		(397,903	)		(7,569	)		2,346,479		—		1,413,510		(3,632,070	)		127,919
12-31-07		346,990		—		146,289		(342,064	)		151,215			4,528,867		—		1,717,436		(4,422,963	)		1,823,340
Class I
12-31-08		1,110,123		—		591,430		(943,452	)		758,101			10,790,779		—		5,855,155		(8,956,298	)		7,689,636
12-31-07		982,507		—		516,649		(932,848	)		566,308			12,652,037		—		6,168,790		(12,246,025	)		6,574,802
Class S
12-31-08		882,652		—		495,520		(656,575	)		721,597			7,876,903		—		4,885,832		(6,333,884	)		6,428,851
12-31-07		440,146		—		496,309		(940,661	)		(4,206	)		5,871,061		—		5,901,111		(12,487,848	)		(715,676	)
Baron Asset
Class ADV
12-31-08		12,332		—		4,362		(71,248	)		(54,554	)		124,065		—		45,628		(662,921	)		(493,228	)
12-31-07		15,944		—		—		(15,089	)		855			189,749		—		—		(177,363	)		12,386
Class I
12-31-08		377,300		—		—		(2,248,823	)		(1,871,523	)		4,163,855		—		—		(24,816,513	)		(20,652,658	)
12-31-07		1,781,105		—		—		(163,523	)		1,617,582			20,939,377		—		—		(1,962,537	)		18,976,840
Class S
12-31-08		219,475		—		5,836		(150,603	)		74,708			1,994,830		—		61,397		(1,371,853	)		684,374
12-31-07		465,622		—		—		(102,632	)		362,990			5,472,816		—		—		(1,227,829	)		4,244,987

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 11 — CAPITAL SHARES (continued)

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
Baron Small Cap Growth
Class ADV
12-31-08		397,158		—		79,940		(841,579	)		(364,481	)		6,175,457		—		1,313,418		(11,723,504	)		(4,234,629	)
12-31-07		711,825		—		—		(701,331	)		10,494			13,622,077		—		—		(13,679,041	)		(56,964	)
Class I
12-31-08		3,813,598		—		329,828		(1,689,206	)		2,454,220			62,091,764		—		5,600,475		(27,202,199	)		40,490,040
12-31-07		3,368,711		—		—		(1,231,779	)		2,136,932			66,286,573		—		—		(24,071,737	)		42,214,836
Class S
12-31-08		7,894,590		—		728,622		(3,647,513	)		4,975,699			122,777,963		—		12,175,271		(57,623,767	)		77,329,467
12-31-07		8,289,274		—		—		(3,250,673	)		5,038,601			161,237,158		—		—		(63,025,191	)		98,211,967
Columbia Small Cap Value II
Class ADV
12-31-08		41,049		—		578		(7,846	)		33,781			373,105		—		5,763		(59,067	)		319,801
12-31-07		39,601		—		21		(8,057	)		31,565			428,184		—		225		(89,746	)		338,663
Class I
12-31-08		36,084,309		—		316,138		(7,953,025	)		28,447,422			339,574,146		—		3,183,516		(75,352,517	)		267,405,145
12-31-07		4,014,136		—		1,998		(690,399	)		3,325,735			43,132,497		—		20,983		(7,333,930	)		35,819,550
Class S
12-31-08		11,978,992		—		175,318		(5,565,993	)		6,588,317			108,906,883		—		1,760,191		(46,629,903	)		64,037,171
12-31-07		10,171,761		—		14,318		(2,227,183	)		7,958,896			109,142,124		—		149,906		(23,593,613	)		85,698,417
Davis New York Venture
Class ADV
12-31-08		114,443		—		6,224		(158,424	)		(37,757	)		1,905,163		—		106,992		(2,620,880	)		(608,725	)
12-31-07		211,403		—		1,730		(385,091	)		(171,958	)		4,263,560		—		34,332		(7,968,705	)		(3,670,813	)
Class I
12-31-08		7,658,549		—		206,288		(1,932,731	)		5,932,106			140,457,166		—		3,628,600		(31,072,811	)		113,012,955
12-31-07		2,886,372		—		28,904		(982,438	)		1,932,838			59,326,898		—		587,619		(20,596,940	)		39,317,577
Class S
12-31-08		7,384,368		—		257,764		(1,455,736	)		6,186,396			123,528,695		—		4,487,670		(24,751,463	)		103,264,902
12-31-07		5,928,191		—		60,068		(1,478,561	)		4,509,698			121,720,731		—		1,210,365		(30,145,810	)		92,785,286
JPMorgan Mid Cap Value
Class ADV
12-31-08		233,973		—		167,820		(528,206	)		(126,413	)		2,818,266		—		2,094,109		(6,758,039	)		(1,845,664	)
12-31-07		497,189		—		90,575		(366,173	)		221,591			8,263,787		—		1,425,650		(5,893,439	)		3,795,998
Class I
12-31-08		1,415,114		—		1,028,339		(3,047,177	)		(603,724	)		18,324,420		—		12,774,371		(42,353,433	)		(11,254,642	)
12-31-07		3,088,269		—		500,338		(2,074,434	)		1,514,173			51,757,122		—		7,990,400		(34,003,961	)		25,743,561
Class S
12-31-08		3,672,159		—		830,299		(1,773,988	)		2,728,470			42,493,553		—		10,241,502		(20,412,900	)		32,322,155
12-31-07		1,016,458		—		330,524		(1,259,703	)		87,279			16,968,561		—		5,252,024		(20,654,782	)		1,565,803
Legg Mason Partners Aggressive Growth
Class ADV
12-31-08		37,387		—		—		(86,938	)		(49,551	)		1,459,048		—		—		(3,546,924	)		(2,087,876	)
12-31-07		63,611		—		—		(62,671	)		940			3,084,206		—		—		(3,062,798	)		21,408
Class I
12-31-08		3,677,458		—		—		(10,997,957	)		(7,320,499	)		150,351,175		—		—		(471,514,308	)		(321,163,133	)
12-31-07		6,005,976		—		—		(6,698,908	)		(692,932	)		297,998,788		—		—		(336,570,469	)		(38,571,681	)
Class S
12-31-08		171,483		—		—		(735,941	)		(564,458	)		6,654,149		—		—		(30,160,588	)		(23,506,439	)
12-31-07		505,175		—		—		(786,710	)		(281,535	)		24,932,471		—		—		(38,708,227	)		(13,775,756	)

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 11 — CAPITAL SHARES (continued)

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
Neuberger Berman Partners
Class ADV
12-31-08		206		—		—		(954	)		(748	)		1,326		—		—		(9,803	)		(8,477	)
12-31-07		1,477		—		27		(555	)		949			16,502		—		287		(6,050	)		10,739
Class I
12-31-08		36,746,468		—		100,874		(26,786,689	)		10,060,653			318,985,437		—		961,325		(168,969,705	)		150,977,057
12-31-07		6,939,602		—		1,180,757		(5,336,876	)		2,783,483			77,846,499		—		12,693,141		(60,909,432	)		29,630,208
Class S
12-31-08		775,046		—		—		(3,191,431	)		(2,416,385	)		6,192,407		—		—		(28,644,526	)		(22,452,119	)
12-31-07		721,744		—		782,530		(4,190,016	)		(2,685,742	)		8,223,802		—		8,388,718		(47,082,717	)		(30,470,197	)
Oppenheimer Global
Class ADV
12-31-08		795,215		—		558,488		(2,800,638	)		(1,446,935	)		10,762,643		—		7,215,659		(34,927,968	)		(16,949,666	)
12-31-07		1,854,454		—		326,733		(1,971,448	)		209,739			31,658,965		—		5,348,617		(32,972,048	)		4,035,534
Class I
12-31-08		1,846,364		—		13,003,215		(26,659,479	)		(11,809,900	)		23,795,381		—		172,812,725		(358,886,330	)		(162,278,224	)
12-31-07		1,530,215		—		7,421,542		(24,241,211	)		(15,289,454	)		26,007,458		—		124,830,332		(418,073,150	)		(267,235,360	)
Class S
12-31-08		4,554,571		—		1,752,953		(2,622,039	)		3,685,485			60,851,402		—		22,700,738		(31,264,563	)		52,287,577
12-31-07		6,197,564		—		627,341		(1,581,234	)		5,243,671			104,709,292		—		10,307,206		(26,570,489	)		88,446,009
Oppenheimer Strategic Income
Class ADV
12-31-08		845,440		—		111,608		(943,898	)		13,150			9,308,482		—		1,177,465		(9,568,124	)		917,823
12-31-07		2,141,421		—		108,257		(1,270,661	)		979,017			23,394,127		—		1,147,519		(14,018,615	)		10,523,031
Class I
12-31-08		18,956,144		—		2,815,119		(8,226,487	)		13,544,776			210,674,987		—		29,896,568		(83,775,594	)		156,795,961
12-31-07		9,622,685		—		1,551,993		(7,443,050	)		3,731,628			106,503,556		—		16,544,242		(82,768,717	)		40,279,081
Class S
12-31-08		4,854,766		—		470,930		(2,886,503	)		2,439,193			49,965,727		—		5,005,984		(29,903,047	)		25,068,664
PIMCO Total Return
Class ADV
12-31-08		2,189,404		—		246,925		(1,214,446	)		1,221,883			25,363,072		—		2,701,362		(13,568,021	)		14,496,413
12-31-07		1,565,518		—		87,360		(1,107,027	)		545,851			17,518,400		—		947,855		(12,352,811	)		6,113,444
Class I
12-31-08		9,444,338		—		1,415,839		(14,057,403	)		(3,197,226	)		110,583,007		—		15,701,659		(167,743,461	)		(41,458,795	)
12-31-07		10,130,841		—		874,500		(3,012,294	)		7,993,047			114,568,437		—		9,593,260		(34,005,280	)		90,156,417
Class S
12-31-08		8,596,922		—		948,870		(2,479,979	)		7,065,813			98,568,010		—		10,466,039		(27,155,260	)		81,878,789
12-31-07		2,761,334		—		320,343		(1,096,037	)		1,985,640			31,324,525		—		3,498,142		(12,333,433	)		22,489,234
Pioneer High Yield
Class ADV
12-31-08		88,572		—		11,051		(80,538	)		19,085			807,700		—		95,745		(744,930	)		158,515
12-31-07		106,724		—		4,762		(61,790	)		49,696			1,114,967		—		49,541		(642,402	)		522,106
Class I
12-31-08		27,498,668		7,029,582		2,143,399		(4,095,057	)		32,576,592			206,064,923		64,846,767		17,315,751		(34,016,546	)		254,210,895
12-31-07		4,373,553		—		615,591		(6,478,867	)		(1,489,723	)		45,648,012		—		6,424,994		(68,037,070	)		(15,964,064	)
Class S
12-31-08		84,859		—		40,966		(368,757	)		(242,932	)		758,474		—		359,482		(3,364,907	)		(2,246,951	)
12-31-07		139,291		—		42,674		(416,873	)		(234,908	)		1,461,022		—		445,292		(4,370,009	)		(2,463,695	)
T. Rowe Price Diversified Mid Cap Growth
Class ADV
12-31-08		588,083		—		609,102		(2,136,736	)		(939,551	)		4,401,116		—		4,409,896		(15,541,126	)		(6,730,114	)
12-31-07		909,722		—		441,110		(2,298,671	)		(947,839	)		8,574,224		—		3,939,115		(21,756,841	)		(9,243,502	)
Class I
12-31-08		1,658,904		—		16,799,345		(16,936,117	)		1,522,132			13,139,034		—		125,104,463		(126,725,097	)		11,518,400
12-31-07		1,022,088		—		10,024,090		(22,226,680	)		(11,180,502	)		9,701,757		—		92,221,632		(215,580,871	)		(113,657,482	)
Class S
12-31-08		697,265		—		274,677		(404,118	)		567,824			5,202,617		—		2,027,473		(3,004,279	)		4,225,811
12-31-07		659,974		—		133,510		(482,616	)		310,868			6,505,784		—		1,209,603		(4,459,886	)		3,255,501

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 11 — CAPITAL SHARES (continued)

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
T. Rowe Price Growth Equity
Class ADV
12-31-08		275,733		—		130,482		(577,130	)		(170,915	)		13,468,718		—		6,481,061		(26,303,864	)		(6,354,085	)
12-31-07		436,142		—		85,861		(630,547	)		(108,544	)		26,571,606		—		5,052,924		(38,729,774	)		(7,105,244	)
Class I
12-31-08		3,853,277		—		1,935,283		(6,270,345	)		(481,785	)		186,275,920		—		94,785,805		(334,372,493	)		(53,310,768	)
12-31-07		4,286,947		—		1,145,875		(3,548,185	)		1,884,637			265,645,399		—		68,523,314		(218,818,550	)		115,350,163
Class S
12-31-08		1,039,030		—		161,732		(701,081	)		499,681			51,097,037		—		7,943,638		(35,737,491	)		23,303,184
12-31-07		1,516,329		—		66,327		(562,225	)		1,020,431			94,265,100		—		3,936,497		(34,757,350	)		63,444,247
Templeton Foreign Equity
Class ADV
12-31-08		122,339		1,222,612		34,187		(177,286	)		1,201,852			1,376,832		16,008,831		267,904		(1,778,876	)		15,874,691
12-31-07		1		—		—		(3	)		(2	)		10		—		—		(42	)		(32	)
Class I
12-31-08		30,171,909		22,602,000		1,710,873		(6,045,425	)		48,439,357			364,040,785		296,004,090		13,346,515		(61,366,888	)		612,024,502
12-31-07		2,842,901		—		47,303		(378,132	)		2,512,072			39,542,642		—		648,519		(4,802,215	)		35,388,946
Class S
12-31-08		4,709,983		13,317,799		615,916		(6,850,387	)		11,793,311			53,848,091		173,913,232		4,749,346		(76,691,315	)		155,819,354
12-31-07		9,869,197		—		145,910		(3,353,116	)		6,661,991			130,735,493		—		1,996,683		(44,087,563	)		88,644,613
Thornburg Value
Class ADV
12-31-08		39,236		—		269		(51,015	)		(11,510	)		1,134,245		—		7,643		(1,368,320	)		(226,432	)
12-31-07		127,102		—		287		(23,054	)		104,335			4,315,405		—		9,561		(774,103	)		3,550,863
Class I
12-31-08		7,551,952		—		62,575		(1,400,904	)		6,213,623			223,258,840		—		1,812,798		(37,750,042	)		187,321,596
12-31-07		1,345,326		—		24,972		(850,590	)		519,708			46,207,864		—		845,816		(28,670,588	)		18,383,092
Class S
12-31-08		103,872		—		414		(184,841	)		(80,555	)		3,074,844		—		11,937		(5,285,983	)		(2,199,202	)
12-31-07		550,984		—		2,271		(361,252	)		192,003			17,979,268		—		76,409		(12,362,045	)		5,693,632
UBS U.S. Large Cap Equity
Class ADV
12-31-08		216,432		—		18,163		(255,949	)		(21,354	)		1,955,043		—		128,584		(2,205,483	)		(121,856	)
12-31-07		476,545		294,433		6,331		(156,393	)		620,916			5,153,428		3,082,920		67,611		(1,679,350	)		6,624,609
Class I
12-31-08		10,523,270		—		1,162,037		(8,058,435	)		3,626,872			97,219,896		—		8,396,878		(69,547,957	)		36,068,817
12-31-07		8,396,965		77		246,377		(7,873,477	)		769,942			91,879,112		820		2,678,126		(85,893,516	)		8,664,542
Class S
12-31-08		630,399		—		72,280		(1,880,619	)		(1,177,940	)		6,023,743		—		512,862		(16,392,335	)		(9,855,730	)
12-31-07		809,896		3,166,308		31,898		(2,384,412	)		1,623,690			8,644,845		33,300,483		342,587		(25,772,531	)		16,515,384
Van Kampen Comstock
Class ADV
12-31-08		176,933		—		231,389		(1,716,160	)		(1,307,838	)		1,783,310		—		2,206,919		(17,177,558	)		(13,187,329	)
12-31-07		888,697		—		131,003		(610,607	)		409,093			11,900,015		—		1,682,082		(7,995,106	)		5,586,991
Class I
12-31-08		18,766,093		—		5,977,915		(23,045,144	)		1,698,864			192,399,550		—		56,029,504		(216,840,058	)		31,588,996
12-31-07		19,609,336		—		2,158,453		(20,695,922	)		1,071,867			264,513,052		—		28,124,641		(277,927,077	)		14,710,616
Class S
12-31-08		2,734,823		—		2,899,219		(5,345,107	)		288,935			26,037,914		—		27,088,244		(54,641,212	)		(1,515,054	)
12-31-07		3,020,733		—		1,095,898		(3,668,044	)		448,587			40,377,616		—		14,235,714		(48,796,628	)		5,816,702

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 11 — CAPITAL SHARES (continued)

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
Van Kampen Equity and Income
Class ADV
12-31-08		73,375		—		42,347		(93,527	)		22,195			2,375,976		—		1,267,987		(2,994,279	)		649,684
12-31-07		121,956		—		21,389		(245,462	)		(102,117	)		4,741,908		—		792,474		(9,625,953	)		(4,091,571	)
Class I
12-31-08		315,609		—		2,312,353		(4,073,005	)		(1,445,043	)		10,189,467		—		69,883,615		(134,228,563	)		(54,155,481	)
12-31-07		280,649		—		1,214,960		(4,050,329	)		(2,554,720	)		11,031,962		—		45,743,256		(157,940,915	)		(101,165,697	)
Class S
12-31-08		2,092,189		2,267,584		778,614		(1,134,667	)		4,003,720			65,528,450		82,425,445		23,282,236		(35,653,974	)		135,582,157
12-31-07		1,583,978		—		135,760		(485,219	)		1,234,519			61,243,253		—		5,081,486		(18,905,193	)		47,419,546

NOTE 12 — ILLIQUID SECURITIES

Portfolio	Security	Notional/ Principal Amount/ Shares		Initial Acquisition Date	Cost/ Upfront Payments		Value		Percent of Net Assets
American Century Small-Mid Cap Value	Aspen Insurance Holdings Ltd.		33,900	01/16/07	$	1,610,026	$	1,423,800		1.9	%
	D & E Communications, Inc.		11,500	09/10/08		94,799		77,050		0.1	%
	Entertainment Properties		5,300	10/16/08		95,843		93,810		0.1	%
	Hawkins, Inc.		8,878	01/17/08		133,444		135,745		0.2	%
	HFF, Inc.		12,000	11/02/07		75,263		29,400		0.0	%
	Highland Distressed Opportunities, Inc.		21,500	02/21/07		288,100		46,225		0.1	%
	Intellon Corp.		30,743	09/02/08		112,453		77,165		0.1	%
	Lawson Products		3,500	05/07/08		83,557		79,975		0.1	%
	Lexington Realty Trust		3,400	01/17/08		118,701		54,502		0.1	%
	Medquist, Inc.		6,409	09/05/08		20,824		13,138		0.0	%
	Mercer Insurance Group, Inc.		10,342	09/26/08		153,007		130,723		0.2	%
	Midwest Banc Holdings, Inc.		8,800	12/05/07		207,427		112,112		0.1	%
	National Retail Properties		12,800	02/10/06		297,746		211,200		0.3	%
	Odyssey Re Holdings Corp.		6,031	02/21/08		139,923		112,780		0.2	%
	PS Business Parks, Inc.		11,815	02/21/08		275,995		218,341		0.3	%
	Schiff Nutrition International, Inc.		21,900	01/30/08		126,513		130,743		0.2	%
	Ulticom, Inc.		87,018	12/07/05		763,547		443,792		0.6	%
	Utah Medical Products, Inc.		7,143	01/30/08		207,944		156,789		0.2	%
	Value Line, Inc.		2,931	10/07/08		93,295		101,178		0.1	%
	Village Super Market		2,800	04/14/08		127,715		160,692		0.2	%
	Weyco Group, Inc.		4,400	03/14/08		123,102		145,420		0.2	%
	Young Innovations, Inc.		32,965	05/10/07		739,067		507,661		0.7	%
					$	5,888,291	$	4,462,241		6.0	%
Davis New York Venture	Sino-Forest Corp., 5.000%, due 08/01/13		649,000	07/17/08	$	649,000	$	464,035		0.1	%
					$	649,000	$	464,035		0.1	%
JPMorgan Mid Cap Value	OneBeacon Insurance Group Ltd.		163,500	11/08/06	$	3,575,579	$	1,706,940		1.0	%
					$	3,575,579	$	1,706,940		1.0	%
Oppenheimer Global	Dish TV India Ltd.		1,757,913	12/06/04	$	1,914,064	$	727,654		0.1	%
					$	1,914,064	$	727,654		0.1	%
Oppenheimer Strategic Income	Americredit Prime Automobile Receivables, 5.620%, due 09/08/14		221,000	06/05/08	$	171,378	$	164,645		0.0	%
	Arco Capital Corp. Ltd		144,498	02/27/07		2,167,470		144,498		0.0	%
	Barclays Bank PLC — Custom Basket of African Currencies Unsecured Linked Nts., 10.250%, 05/07/09		520,000	04/23/08		520,185		452,920		0.1	%
	Barclays Bank PLC — Custom Basket of African Currencies Unsecured Linked Nts., 10.250%, 05/15/09		520,000	04/24/08		520,193		454,792		0.1	%
	Bear Stearns Adjustable Rate Mortgage Trust, 4.404%, due 05/25/34		927,173	04/14/08		867,121		633,235		0.1	%
	Citigroup Funding Inc. — Brazil T-Bond Unsecured Credit Linked Nts., 9.762%, 01/03/17		1,250,000	08/06/08		680,120		450,936		0.1	%

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 12 — ILLIQUID SECURITIES (continued)

Portfolio	Security	Notional/ Principal Amount/ Shares		Initial Acquisition Date	Cost/ Upfront Payments		Value		Percent of Net Assets
Oppenheimer Strategic Income (continued)	Citigroup Funding Inc. — Colombia (TES) Unsecured Credit Linked Nts., 7.000%, 02/26/15		361,000,000	07/18/08	$	366,246	$	313,271		0.1	%
	Citigroup Funding Inc. — Colombia (TES) Unsecured Credit Linked Nts., 7.000%, 02/26/15		132,000,000	07/31/08		135,900		114,548		0.0	%
	Citigroup Funding Inc. — Colombia (TES) Unsecured Credit Linked Nts., 7.000%, 02/26/15		207,000,000	08/08/08		216,122		179,632		0.0	%
	Citigroup Funding Inc. — Dominican Republic T-Bond Unsecured Credit Linked Nts., 12%, 02/22/11		3,770,000	05/07/08		105,413		86,691		0.0	%
	Citigroup Funding Inc. — Nigeria Unsecured Credit Linked Nts (linked to Nigerian Treasury Bonds), 14.500%, 03/01/11		96,000,000	02/24/06		749,902		699,295		0.1	%
	Citigroup Mortgage Loan Trust, Inc., 4.951%, due 05/25/35		713,633	04/15/08		666,719		494,962		0.1	%
	Citigroup Mortgage Loan Trust, Inc., 5.500%, due 03/25/36		744,024	04/28/08		525,939		219,809		0.0	%
	Citigroup Mortgage Loan Trust, Inc., 5.591%, due 03/25/36		673,491	04/28/08		476,053		192,554		0.0	%
	Cloverie PLC — Series 2005-93 Secured Credit Linked Nts., 3-month USD-LIBOR +4.250%, 12/20/10		400,000	12/06/05		400,000		255,720		0.1	%
	Coriolanus Limited — Argentine Republic Credit Linked Nts., one-month USD-LIBOR + 3.000%, 12/22/11		325,000	12/08/08		325,000		325,000		0.1	%
	Coriolanus Limited — Coriolanus Limited Pass-Through Emerging Markets Portfolio Credit Linked Nts., 10.620%, 09/10/10		500,000	08/02/07		500,000		32,750		0.0	%
	Coriolanus Limited — JSC Halyk Bank of Kazakhstan Credit Linked Nts., 7.250%, 03/25/09		630,000	12/08/08		630,000		623,700		0.1	%
	Countrywide Alternative Loan Trust, 6.000%, due 02/25/37		2,450,270	04/01/08		2,042,952		1,173,655		0.2	%
	Countrywide Home Loan Mortgage Pass-through Trust, 5.471%, due 01/25/36		227,867	03/28/08		148,063		70,489		0.0	%
	Countrywide Home Loan Mortgage Pass-through Trust, 5.616%, due 06/25/47		484,809	03/04/08		446,835		295,476		0.1	%
	Countrywide Home Loan Mortgage Pass-through Trust, 5.930%, due 09/25/47		689,472	03/31/08		481,155		200,578		0.0	%
	Countrywide Home Loan Mortgage Pass-through Trust, 6.001%, due 09/25/37		179,481	03/31/08		125,252		52,758		0.0	%
	Countrywide Home Loan Mortgage Pass-through Trust, 6.086%, due 09/25/47		624,624	04/11/08		440,619		521,539		0.1	%
	Countrywide Home Loan Mortgage Pass-through Trust, 6.201%, due 09/25/37		443,488	03/31/08		309,492		132,704		0.0	%
	Countrywide Home Loan Mortgage Pass-through Trust, 6.232%, due 11/25/37		140,272	04/11/08		99,202		36,296		0.0	%
	Countrywide Home Loan Mortgage Pass-through Trust, 6.388%, due 11/25/37		146,829	04/11/08		103,839		38,393		0.0	%
	Credit and Repackaged Securities Limited ("CARS") — Republic of Colombia COP-Linked Medium Term Credit Linked Nts., 10.476%, 02/08/37		13,368,000,000	01/18/07		347,521		87,393		0.0	%
	Credit and Repackaged Securities Limited ("CARS") — Republic of Turkey Medium Term Credit Linked Nts., 14.802%, 03/29/17		4,540,000	03/08/07		1,008,593		638,865		0.1	%
	Credit Suisse First Boston International for CJSC The EXIM of Ukraine, 8.400%, due 02/09/16		1,050,000	07/20/06		1,008,167		157,500		0.0	%
	Credit Suisse First Boston, Nassau — Ukraine Government International Bonds Series EMG 27 Credit Linked Nts., 11.940%, 12/30/09		4,600,000	11/02/05		944,507		422,319		0.1	%
	Credit Suisse First Boston, Nassau — Ukraine Series EMG 13 Credit Linked Nts., 11.940%, 12/30/09		400,000	03/04/05		78,379		36,723		0.0	%
	Credit Suisse First Boston, Nassau — Ukraine Series NPC 12 Credit Linked Nts., 11.940%, 12/30/09		1,440,000	04/27/05		298,089		132,204		0.0	%
	Credit Suisse International — Moitk Total Return Linked Nts., 8.990%, 03/26/11		12,330,000	03/27/07		474,436		130,831		0.0	%
	Credit Suisse International — Moscoblgaz-Finans RUR Total Return Linked Nts., 9.250%, 06/24/12		21,800,000	06/26/07		846,976		289,144		0.1	%
	Credit Suisse International — Oreniz Total Return Linked Nts., 9.240%, 02/21/12		24,380,000	02/27/07		936,407		323,363		0.1	%
	Credit Suisse International — Russian Railways Total Return Linked Bonds, 6.670%, 01/22/09		10,610,000	12/19/06		403,069		334,312		0.1	%

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 12 — ILLIQUID SECURITIES (continued)

Portfolio	Security	Notional/ Principal Amount/ Shares		Initial Acquisition Date	Cost/ Upfront Payments		Value		Percent of Net Assets
Oppenheimer Strategic Income (continued)	Credit Suisse International — SPETSSTROY-2 Credit Linked Fully Funded Total Return Linked Nts., 9.250%, 5/20/10		19,450,000	05/24/07	$	751,322	$	51,595		0.0	%
	Credit Suisse International — Vietnam Shipbuilding Industry Group Total Return Credit Linked Nts., 10.500%, 01/19/17		3,048,000,000	02/06/07		201,143		106,348		0.0	%
	Deutsche Alternative-A Securities, Inc. Alternate Loan Trust, 0.971%, due 01/27/37		279,078	05/29/08		199,785		82,677		0.0	%
	Deutsche Bank AG, London — Arrendadora Capita Corporation SA de CV and The Capita Corporation de Mexico, SA de CV Credit Linked Nts., 9.090%, 01/05/11		2,200,634	05/25/06		196,336		147,784		0.0	%
	Deutsche Bank AG, London — Arrendadora Capita Corporation SA de CV and The Capita Corporation de Mexico, SA de CV Credit Linked Nts., 9.520%, 01/05/11		1,438,126	06/30/06		126,805		96,578		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		1,438,336	06/01/06		127,768		96,592		0.0	%
	Deutsche Bank AG, London — TMM SA Credit Linked Nts., 6.000%, 09/07/12		457,170	09/01/06		457,170		251,444		0.1	%
	Dresdner Bank AG, London — Lukoil Credit Linked Nts., 7.100%, 12/12/11		7,890,000	12/14/06		299,762		191,727		0.0	%
	Eirles Two Limited 335 — Floating Rate Credit Linked Nts., 6-month USD-LIBOR +1.650%,04/30/12		900,000	09/17/07		899,370		313,920		0.1	%
	Eirles Two Ltd. 324 — Floating Rate Credit Linked Nts., 6-month USD-LIBOR +3.200%, 04/30/12		900,000	04/17/07		901,964		349,740		0.1	%
	Emblem Finance Co. Limited — Kingdom of Swaziland Floating Rate Credit Linked Nts., 3-month USD-LIBOR +4.000%, 06/20/10		505,000	05/10/05		505,000		534,492		0.1	%
	GSR Mortgage Loan Trust, 5.826%, due 03/25/37		541,752	01/08/08		545,475		296,072		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		3,000,000		2,185,500		0.4	%
	Hallertau SPC 2008-2A — Doux Frangosul S.A. ARGO Avicola Credit Linked Nts., 9.264%, 09/17/13		3,140,000	10/23/08		3,219,769		3,179,878		0.6	%
	Hallertau SPC, Series 2008-1, Certificado de Direitos Creditorios do Agronegocio/Frigorifico Margen Ltda. Credit Linked Nts., 9.888%, 08/02/10		2,532,671	04/18/08		1,301,341		220,251		0.0	%
	ICE EM CLO, 4.795%, due 08/15/22		1,110,000	11/06/07		974,147		499,500		0.1	%
	ICE EM CLO, 8.095%, due 08/15/22		930,000	06/08/07		930,000		216,132		0.0	%
	Johor Corp., 1.000%, due 07/31/12		1,920,000	04/06/05		516,366		566,012		0.1	%
	JPMorgan Chase Bank N.A, London. — Brazil Unsecured Credit Linked Nts., 12.184%, 01/02/15		12,716,000	09/15/05		3,342,095		2,498,097		0.5	%
	JPMorgan Chase Bank N.A. — COP and Colombia Credit Linked Nts., 10.190%, 01/05/16		6,500,000,000	12/06/06		1,453,900		1,399,972		0.3	%
	JPMorgan Chase Bank N.A. — COP and Colombia Credit Linked Nts., 10.218%, 10/31/16		2,663,000,000	10/18/06		536,151		526,186		0.1	%
	JPMorgan Chase Bank N.A. — COP and Colombia Credit Linked Nts., 10.218%, 10/31/16		2,674,000,000	10/16/06		536,094		528,359		0.1	%
	JPMorgan Chase Bank N.A. — PEN and Peru Credit Linked Nts., 8.115%, 09/02/15		1,360,000	08/03/05		268,258		231,843		0.0	%
	JPMorgan Chase Bank N.A., London — Brazil NTN-B Credit Linked Nts., Rate Linked to Inflation, 05/16/45		405,000	02/10/06		231,974		259,968		0.1	%
	JPMorgan Chase Bank, N.A., Singapore — Indonesia Credit Linked Nts., 12.800%, 06/17/21		4,190,000,000	07/15/06		467,677		402,701		0.1	%
	JPMorgan Mortgage Trust, 5.298%, due 07/25/35		1,015,179	03/27/08		937,400		783,300		0.2	%
	JPMorgan Mortgage Trust, 6.009%, due 05/25/37		314,369	04/24/08		228,777		59,007		0.0	%
	JSC Astana Finance, 9.160%, due 03/14/12		1,500,000	02/09/07		1,500,000		694,489		0.1	%
	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		163,297		0.0	%
	Lehman Brothers Holdings, Inc., 7.500%, due 05/11/38		755,000	09/10/08		549,207		76		0.0	%
	MicroAccess Trust 2007 — MicroFinance Institutional Loans, Credit Linked Nts., 7.550%, 5/24/12		1,307,692	06/20/07		1,322,190		1,181,108		0.2	%

100

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 12 — ILLIQUID SECURITIES (continued)

Portfolio	Security	Notional/ Principal Amount/ Shares		Initial Acquisition Date	Cost/ Upfront Payments		Value		Percent of Net Assets
Oppenheimer Strategic Income (continued)	Morgan Stanley — Brazil Sr. Unsecured Credit Linked Nts., 14.400%, 08/04/16		2,049,837	08/02/06	$	940,366	$	667,516		0.1	%
	Morgan Stanley — Brazilian Real and Credit Linked Nts., 12.551%, 01/05/22		6,135,000	01/04/07		606,209		60,508		0.0	%
	Morgan Stanley — PEN Denominated Credit Linked Nts., 6.250%, 03/23/17		832,000	07/10/07		257,088		161,126		0.0	%
	Morgan Stanley — The State Road Administration of Ukraine (Republic of ) Credit Linked Nts., 6-month USD-LIBOR +2.67%, 10/15/17		200,000	02/04/08		200,000		50,000		0.0	%
	Morgan Stanley — The State Road Administration of Ukraine/Republic of Ukraine Credit Linked Nts., 6-month USD-LIBOR +1.80%, 10/15/17		1,200,000	11/02/07		1,200,000		300,000		0.1	%
	Morgan Stanley — United Mexican States Credit Linked Nts., 6-month USD LIBOR +1.130%, 11/20/15		900,000	11/03/05		900,000		810,000		0.2	%
	Morgan Stanley & Co. International Ltd. — Red Arrow International Leasing PLC Total Return Linked Nts., 8.375%, 07/06/12		5,859,618	03/24/06		211,720		155,438		0.0	%
	Morgan Stanley Capital Services Inc. — WTI Trading Limited Total Return Linked Nts., 15.000%, 03/08/12		954,155	04/24/06		956,789		586,424		0.1	%
	Morgan Stanley Capital Services Inc. — WTI Trading Limited Total Return Linked Nts., 15.000%, 03/08/12		1,272,553	04/24/08		1,265,666		786,819		0.2	%
	Reforma BLN-Backed I — Class 1B Asset-Backed Variable Funding Notes, TIIE +2.000%, 07/31/14		414,000	06/12/08		39,913		29,895		0.0	%
	Reforma BLN-Backed I — Class 1C Asset-Backed Variable Funding Notes, TIIE +2.000%, 07/31/14		690,000	08/12/08		67,897		49,825		0.0	%
	Reforma BLN-Backed I — Class 2B Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		345,571	06/12/08		33,316		24,954		0.0	%
	Reforma BLN-Backed I — Class 2C Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		5,210,380	06/18/08		505,487		376,241		0.1	%
	Reforma BLN-Backed I — Class 2D Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		379,725	07/08/08		36,812		27,420		0.0	%
	Reforma BLN-Backed I — Class 2E Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		275,878	07/15/08		26,789		19,921		0.0	%
	Reforma BLN-Backed I — Class 2F Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		176,189	08/08/08		17,344		12,723		0.0	%
	Reforma BLN-Backed I — Class 2G Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		32,447	08/22/08		3,200		2,343		0.0	%
	Reforma BLN-Backed I — Class 1A -Asset-Backed Variable Funding Notes, TIIE +2.000%, 07/31/14		2,070,000	12/27/07		190,240		149,475		0.0	%
	Reforma BLN-Backed I — Class 2A Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		197,523	05/21/08		19,044		14,263		0.0	%
	Residential Funding Mortgage Securities I, 5.764%, due 07/27/37		507,619	04/03/08		359,147		131,698		0.0	%
	Salisbury Intl. Investments Ltd. — Series 2006-003 Tranche E, Secured Credit Linked Nts., 3-month USD-LIBOR +4.150%, 07/22/11		300,000	07/12/06		300,000		127,770		0.0	%
	Start CLO Ltd., 19.193%, due 06/07/11		320,000	11/29/06		310,035		211,200		0.1	%
	Structured Asset Mortgage Investments, Inc., 1.081%, due 09/19/32		112,109	06/12/08		—		31,084		0.0	%
	Suntrust Adjustable Rate Mortgage Loan Trust, 5.660%, due 06/25/37		666,288	06/06/08		630,347		448,637		0.1	%
	Taganka Car Loan Finance PLC, 4.739%, due 11/14/13		115,214	10/17/06		115,214		103,693		0.0	%
	TransCapitalInvest Ltd for OJSC AK Transneft, 5.670%, due 03/05/14		110,000	12/23/08		72,640		71,313		0.0	%
	UBS AG, Jersey — Ghana (Republic of) Credit Linked Nts., 14.470%, 12/28/11		263,055	12/22/06		288,522		109,215		0.0	%
	Vega Capital LTD. — Class D Catastrophe Linked Nts., 0.000%, 06/24/11, 0.001%, due 06/24/11		701,000	06/10/08		701,000		718,525		0.1	%
	Washington Mutual Mortgage Pass-through Certificates, 3.096%, due 11/25/46		262,038	06/10/08		199,089		97,121		0.0	%
	Washington Mutual Mortgage Pass-through Certificates, 4.375%, due 04/25/47		182,085	06/04/08		132,738		60,088		0.0	%
	Washington Mutual Mortgage Pass-through Certificates, 5.606%, due 12/25/36		268,105	05/30/08		189,338		79,358		0.0	%
	Washington Mutual Mortgage Pass-through Certificates, 5.706%, due 02/25/37		222,432	05/29/08		142,915		57,334		0.0	%
	Washington Mutual Mortgage Pass-through Certificates, 5.752%, due 11/25/36		104,385	06/19/08		74,439		29,556		0.0	%

101

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 12 — ILLIQUID SECURITIES (continued)

Portfolio	Security	Notional/ Principal Amount/ Shares		Initial Acquisition Date	Cost/ Upfront Payments			Value		Percent of Net Assets
Oppenheimer Strategic Income (continued)	Wells Fargo Mortgage-Backed Securities Trust, 4.818%, due 07/25/36		162,338	05/05/08	$	124,276		$	45,370		0.0	%
	Wells Fargo Mortgage-Backed Securities Trust, 5.557%, due 07/25/36		590,316	05/05/08		451,912			161,730		0.0	%
	Wells Fargo Mortgage-Backed Securities Trust, 5.628%, due 07/25/36		406,320	05/05/08		311,055			112,662		0.0	%
					$	59,142,628		$	35,909,390		6.4	%
PIMCO Total Return	Credit Suisse Mortgage Capital Certificates, 1.425%, due 10/15/21		2,392,546	10/29/08	$	1,959,385		$	1,565,432		0.3	%
	Currency Options
	Call Option OTC — Credit Suisse, London USD vs JPY Strike @ 104 (JPY) — Exp 03/17/10		3,000,000	03/20/07		127,785			22,398		0.0	%
	Put Option OTC — Credit Suisse, London USD vs JPY Strike @ 104 (JPY) — Exp 03/17/10		3,000,000	03/20/07		127,785			497,064		0.1	%
	Fixed Income Options
	Put Option OTC — Merrill Lynch Government Securities Inc. FNMA 6.000% 30-Year January TBA Strike @ $81.250-Exp 01/06/09		81,100,000	10/08/08		9,352			—		0.0	%
	Put Option OTC — Credit Suisse International FNMA 6.000% 30-Year February TBA Strike @ $68.000 — Exp 02/05/09		54,000,000	12/03/08		6,328			—		0.0	%
	Put Option OTC — Credit Suisse International FNMA 5.500% 30-Year January TBA Strike @ $73.000 — Exp 01/06/09		100,000,000	10/06/08		11,375			—		0.0	%
	Interest Rate Swaptions
	Call Swaption OTC — Merrill Lynch Capital Services, Inc. 3 Month USD-LIBOR — Fund Pays Floating Strike @ 3.450% — Exp 08/03/09		4,900,000	04/15/08		54,880			162,548		0.0	%
	Call Swaption OTC — The Royal Bank of Scotland PLC 3 Month USD-LIBOR — Fund Pays Floating Strike @ 3.850% — Exp 08/03/09		17,900,000	04/29/08		189,293			728,336		0.2	%
	Credit Default Swaps
	CDX.NA.HY.10 Index, pay 5.000%		2,400,000	07/16/08		157,751			373,175		0.1	%
	CDX.NA.IG.9 Index (30-100% Tranche), receive 0.548%		680,599	07/22/08		—			1,612		0.0	%
	CDX.NA.IG.9 Index, pay 0.800%		1,073,600	12/11/08		98,180			60,025		0.0	%
	CVS Corp. 5.750%, 08/15/11, pay 0.235%		2,800,000	10/19/06		—			58,851		0.0	%
	Federative Republic of Brazil 12.250%, 03/06/30, receive 3.350%		1,000,000	12/15/08		—			10,193		0.0	%
	General Electric Capital Corp. 5.625%, 09/15/17, receive 4.325%		300,000	11/06/08		—			8,169		0.0	%
	General Electric Capital Corp. 5.625%, 09/15/17, receive 4.700%		600,000	11/24/08		—			25,562		0.0	%
	iTraxx Europe HiVol Series 6 Version 1 Index, pay 0.850%		4,500,000	12/14/06		(42,024	)		865,972		0.2	%
	Noble Corp. 5.875%, 06/01/13, pay 0.520%		1,000,000	04/27/07		—			48,012		0.0	%
	Interest Rate Swaps
	Receive a fixed rate equal to 1.948% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: Barclays Bank PLC, London		1,000,000	03/15/07		370			26,288		0.0	%
	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		300,000	03/29/07		—			6,931		0.0	%
	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		300,000	03/26/07		—			7,109		0.0	%
	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		200,000	04/03/07		—			5,033		0.0	%

102

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 12 — ILLIQUID SECURITIES (continued)

Portfolio	Security	Notional/ Principal Amount/ Shares		Initial Acquisition Date	Cost/ Upfront Payments		Value		Percent of Net Assets
PIMCO Total
Return
(continued)	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.		300,000	03/28/07	$	—	$	9,006		0.0	%
	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		300,000	04/10/07		—		7,437		0.0	%
	Receive a fixed rate equal to 0.710% and pay a floating rate based on 2 Year USD Mid-Market Swap Spread Counterparty: BNP Paribas		2,000,000	02/06/08		848		4,339		0.0	%
	Receive a fixed rate equal to 0.763% and pay a floating rate based on 5 Year USD Mid-Market Swap Spread Counterparty: BNP Paribas		3,900,000	02/12/08		858		38,878		0.0	%
					$	2,702,166	$	4,532,370		0.9	%
Templeton Foreign Equity	Rolls-Royce Group PLC — Class C		42,136,380	01/05/06	$	121,152	$	60,582		0.0	%
					$	121,152	$	60,582		0.0	%

NOTE 13 — REORGANIZATIONS

On September 7, 2008, Pioneer High Yield, as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of ING VP High Yield Bond 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 11 — Capital Shares. Net assets and unrealized depreciation as of the reorganization date were as follows:

Acquiring Portfolios	Acquired Portfolios	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/ (Depreciation) (000's)			Conversion Ratio
Pioneer	ING VP High
High Yield	Yield Bond Portfolio	$	64,847	$	153,339	$	(11,172	)	$	(4,398	)		0.28

The net assets of Pioneer High Yield after the acquisition were $218,185,642.

On April 27, 2008, Van Kampen Equity and Income and Templeton Foreign Equity, as listed below ("Acquiring Portfolios"), acquired the assets and certain liabilities of ING UBS U.S. Allocation Portfolio and ING JPMorgan International Portfolio, also listed below ("Acquired Portfolios"), respectively, in a tax-free reorganization in exchange for shares of the Acquiring Portfolio, pursuant to a plan of reorganization approved by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are presented in Note 11 — Capital Shares. Net assets and unrealized depreciation as of the reorganization date were as follows:

Acquiring Portfolios	Acquired Portfolios	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Capital Loss Carryforwards (000's)		Acquired Portfolio Unrealized Appreciation/ (Depreciation) (000's)			Conversion Ratio
Van Kampen	ING UBS U.S.
Equity and	Allocation
Income	Portfolio	$	82,425	$	895,993	$	—	$	(1,836	)		0.22
Templeton Foreign Equity	ING JPMorgan International Portfolio		485,926		469,316		—		33,005			0.58

The net assets of Van Kampen Equity and Income and Templeton Foreign Equity after the acquisitions were $978,418,126 and $955,242,378, respectively.

103

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 13 — REORGANIZATIONS (continued)

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 of reorganization approved by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are presented in Note 11 — 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 Carryforwards (000's)		Acquired Portfolio Unrealized Appreciation (Depreciation) (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 $429,687,347.

NOTE 14 — 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

104

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 14 — CONCENTRATION OF RISKS (continued)

securities, and determination of their value may involve elements of judgment.

Derivatives. Generally, derivatives can be characterized as financial instruments whose performance is derived, at least in part, from the performance of an underlying asset or assets. Some derivatives are sophisticated instruments that typically involve a small investment of cash relative to the magnitude of risks assumed. These may include swap agreements, options, forwards and futures. Derivative securities are subject to market risk which could be significant for those that have a leveraging effect. 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. In addition, derivatives and their underlying securities may experience periods of illiquidity which could cause a Portfolio to hold a security it might otherwise sell or co uld force the sale of a security at inopportune times or for prices that do not reflect current market value. A risk of using derivatives is that a Portfolio's adviser or sub-adviser might imperfectly judge the market's direction.

During the period, Lehman Brothers Holdings, Inc. (LBHI) and certain of its affiliates sought protection under the insolvency laws of their jurisdictions of organization, including the United States, the United Kingdom and Japan. For the period ended December 31, 2008, Oppenheimer Strategic Income and PIMCO Total Return had outstanding securities trades with counterparties affiliated with LBHI. As a result of these events, LBHI's affiliates were unable to fulfill their commitments and, in certain cases, Oppenheimer Strategic Income and PIMCO Total Return may have terminated its trades and related agreements with the relevant entities and, where appropriate, is in the process of initiating claims for damages. Management has determined that the financial impact to the Portfolios relating to these events is immaterial.

NOTE 15 — SECURITIES LENDING

Under an agreement with The Bank of New York Mellon ("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 is 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 when the transaction is entered into and is adjusted daily for changes in the market values of the securities on loan. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the "Agreement"). The Portfolios bear the risk of loss with respect to the investment of collateral. Currently, the cash collateral is invested in the Bank of New York Mellon Corp. Institutional Cash Reserves Fund ("BICR Fund"). BNY serves as investment manager, cus todian and operational trustee of the BICR Fund. As of December 31, 2008, the BICR Fund held certain defaulted securities that had market values significantly below amortized cost. The investment in the BICR Fund is included in the Portfolio of Investments under Securities Lending Collateral and the unrealized loss on such investment is included in Net Unrealized Depreciation on the Statements of Assets and Liabilities. The Portfolios agreed, in principle, to the terms of capital support extended by The Bank of New York Mellon Corporation ("BNYC"), an affiliated company of BNY, for the certain defaulted securities held by the BICR Fund. BNYC will support the value of these securities up to a certain amount and subject, in part, to the Portfolios' continued lending of securities. The recorded value of each Portfolio's investment in the BICR Fund includes the value of the underlying securities held by the BICR Fund and the estimated value of the support to be provided by BNYC.

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. 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, 2008, the following Portfolios had securities on loan with the following market values:

Portfolio	Value of Securities Loaned		Cash Collateral Received*
American Century Large Company Value	$	53,682	$	50,811
American Century Small-Mid Cap Value		3,616,563		3,598,795
JPMorgan Mid Cap Value		13,147,685		13,247,554
Oppenheimer Global		118,751,371		132,214,332
Oppenheimer Strategic Income		14,877,978		15,242,603
PIMCO Total Return		19,932,705		20,332,470
T. Rowe Price Diversified Mid Cap Growth		40,917,865		41,021,680
T. Rowe Price Growth Equity		5,267,973		5,150,389
Thornburg Value		13,072,926		15,093,475
UBS U.S. Large Cap Equity		3,438,514		3,487,032
Van Kampen Comstock		5,762,234		5,891,520

* Cash Collateral received was invested in the BICR Fund, the fair value of which is presented in the respective Portfolios' Portfolio of Investments.

105

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

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 return of capital.

The following permanent tax differences have been reclassified as of December 31, 2008:

	Paid-in Capital			Undistributed Net Investment Income			Accumulated Net Realized Gains/ (Losses)
American Century Large Company Value	$	—		$	(2,957	)	$	2,957
American Century Small-Mid Cap Value		2,076			(124,388	)		122,312
Baron Asset		(91,691	)		90,444			1,247

	Paid-in Capital			Undistributed Net Investment Income			Accumulated Net Realized Gains/ (Losses)
Baron Small Cap Growth	$	(2,778,476	)	$	2,676,528		$	101,948
Columbia Small Cap Value II		—			(142,932	)		142,932
Davis New York Venture		—			(42,680	)		42,680
JPMorgan Mid Cap Value		—			(178,678	)		178,678
Legg Mason Partners Aggressive Growth		(604,380	)		604,380			—
Neuberger Berman Partners		—			(45,555	)		45,555
Oppenheimer Global		—			(5,167,474	)		5,167,474
Oppenheimer Strategic Income		—			(17,896,645	)		17,896,645
PIMCO Total Return		—			8,263,750			(8,263,750	)
Pioneer High Yield		(2,692,967	)		16,989			2,675,978
T. Rowe Price Diversified Mid Cap Growth		—			(9,555	)		9,555
T. Rowe Price Growth Equity		(8,868	)		(913,811	)		922,679
Templeton Foreign Equity		(144,297	)		1,300,121			(1,155,824	)
Thornburg Value		—			(132,489	)		132,489
Van Kampen Comstock		—			(8,377	)		8,377
Van Kampen Equity and Income		—			(17,453	)		17,453

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, 2008						Year Ended December 31, 2007
	Ordinary Income		Long-Term Capital Gains		Return of Capital		Ordinary Income		Long-Term Capital Gains
American Century Large Company Value	$	3,193,911	$	8,428,488	$	—	$	2,664,402	$	6,881,524
American Century Small-Mid Cap Value		9,053,365		3,101,132		—		9,409,419		4,377,918
Baron Asset		—		146,044		—		—		—
Baron Small Cap Growth		—		19,089,164		—		—		—
Columbia Small Cap Value II		2,896,771		2,052,699		—		171,114		—
Davis New York Venture		4,561,240		3,662,022		—		1,736,952		95,364
JPMorgan Mid Cap Value		5,228,811		19,881,171		—		4,101,685		10,566,389
Neuberger Berman Partners		961,325		—		—		3,748,694		17,333,506
Oppenheimer Global		46,091,386		156,637,736		—		53,603,497		86,882,658
Oppenheimer Strategic Income		33,804,028		2,275,989		—		20,466,141		—
PIMCO Total Return		24,536,591		4,332,469		—		14,039,257		—
Pioneer High Yield		17,062,041		708,937		—		6,921,120		—
T. Rowe Price Diversified Mid Cap Growth		28,290,755		103,251,077		—		19,205,474		78,164,876
T. Rowe Price Growth Equity		23,172,886		84,672,583		1,365,035		18,410,547		59,102,188
Templeton Foreign Equity		18,363,765		—		—		1,867,499		903,924
Thornburg Value		1,832,378		—		—		931,786		—
UBS U.S. Large Cap Equity		9,038,324		—		—		3,088,324		—
Van Kampen Comstock		40,591,710		44,732,957		—		17,879,359		26,163,078
Van Kampen Equity and Income		51,853,055		42,580,783		—		32,047,391		19,569,825

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, 2008 were:

	Ordinary Income		Undistributed Long-Term Capital Gains		Undistributed Appreciation/ (Depreciation)			Post-October Unrealized Loss Deferred			Post-October Capital Loss Deferred			Currency Loss Carryforwards			Capital Expiration Dates
American Century Large Company Value	$	47,911	$	—	$	(7,881,243	)	$	—		$	—		$	(10,063,131	)		2016
American Century Small-Mid Cap Value		1,600,924		—		(26,620,021	)		(4,137,037	)		(9,513	)		(8,321,424	)		2016
Baron Asset		—		—		(3,049,274	)		(249,138	)		—			(907,070	)		2016
Baron Small Cap Growth		—		—		(26,970,115	)		—			—			(141,956,587	)		2016
Columbia Small Cap Value II		4,820,204		—		(122,839,918	)		(19,127,212	)		—			(23,211,785	)		2016
Davis New York Venture		2,934,701		—		(156,682,103	)		—			—			(23,366,240	)		2016
JPMorgan Mid Cap Value		36,366		3,205,983		(69,703,330	)		(6,566,905	)		—			—			—

106

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 16 — FEDERAL INCOME TAXES (continued)

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Unrealized Appreciation/ (Depreciation)			Post-October Capital Loss Deferred			Post-October Currency Loss Deferred			Capital Loss Carryforwards			Expiration Dates
Legg Mason Partners Aggressive Growth	$	—	$	—		(106,572,553	)	$	—		$	—		$	(174,127,804	)		2010
Neuberger Berman Partners		2,672,458		—		(174,261,838	)		(51,795,686	)		(48,233	)		(13,186,377	)		2015
															(13,663,721	)		2016
														$	(26,850,098	)
Oppenheimer Global		34,285,125		25,396,221		(432,661,893	)		(20,981,756	)		—			—			—
Oppenheimer Strategic Income		5,436,822		—		(91,582,751	)		—			—			(13,747,841	)		2016
PIMCO Total Return		33,475,906		11,780,452		(38,769,789	)		—			—			—			—
Pioneer High Yield		—		—		(75,352,312	)		—			—			(1,198,181	)		2009
															(436,910	)		2013
															(6,878,115	)		2015
															(7,335,080	)		2016
														$	(15,848,286	)*
T. Rowe Price Diversified Mid Cap Growth		216,631		—		(248,634,645	)		—			—			(15,259,639	)		2016
T. Rowe Price Growth Equity		—		—		(273,029,375	)		—			—			(104,261,565	)		2016
Templeton Foreign Equity		—		—		(299,226,049	)		—			—			(33,953,300	)		2016
Thornburg Value		3,486,313		—		(104,932,967	)		—			—			(29,495,368	)		2009
															(113,367,765	)		2010
															(43,249,649	)		2016
														$	(186,112,782	)
UBS U.S. Large Cap Equity		450,538		—		(120,338,515	)		—			—			(34,168,348	)		2010
															(39,939,281	)		2016
														$	(74,107,629	)
Van Kampen Comstock		1,191,721		—		(223,180,919	)		—			—			(127,209,086	)		2016
Van Kampen Equity and Income		1,506,382		—		(108,471,999	)		—			—			(67,673,250	)		2016

* Utilization of these capital losses is subject to annual limitations under Section 382 of the Internal Revenue Code.

The Portfolios' major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2004.

NOTE 17 — OTHER ACCOUNTING PRONOUNCEMENTS

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 ("SFAS No. 161"), "Disclosure about Derivative Instruments and Hedging Activities." This new accounting statement requires enhanced disclosures about an entity's derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under SFAS No. 133, and (c) how derivatives affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of December 31, 2008, management of the Portfolios is currently assessing the impact of the expanded financial statement disclosures that will result from adopting SFAS No. 161.

NOTE 18 — 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.

107

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 18 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

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 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.

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 the indemnification commitments made by ING Funds related to mutual fund trading have been settled and restitution amounts prepared by an independent consultant have been paid to the affected ING Funds. The net aggregate settlement amounts received by Pioneer High Yield on December 17, 2008 was $30,107.

• 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.

Other federal and state regulators could initiate similar actions in this or other areas of ING's businesses. These regulatory initiatives may result in new legislation and regulation that could significantly affect the financial services industry, including businesses in which ING is engaged. In light of these and other developments, ING continuously reviews whether modifications to its business practices are appropriate. At this time, in light of the current regulatory factors, ING U.S. is actively engaged in reviewing whether any modifications in our practices are appropriate for the future.

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

NOTE 19 — SUBSEQUENT EVENTS

Subsequent to December 31, 2008, the following Portfolio declared dividends from net investment income:

Per Share
Amount

Payable Date

Record Date

Pioneer High Yield

Class ADV

0.0679

February 2, 2009

Daily

Class I

0.0709

February 2, 2009

Daily

Class S

0.0695

February 2, 2009

Daily

Effective May 1, 2009, the name of "ING Columbia Small Cap Value II Portfolio" will be renamed to "ING Columbia Small Cap Value Portfolio."

108

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
LARGE COMPANY VALUE PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 95.6%
			Aerospace/Defense: 1.2%
	3,900		Northrop Grumman Corp.	$	175,656
					175,656
			Agriculture: 1.3%
	5,900		Altria Group, Inc.		88,854
	1,900		Lorillard, Inc.		107,065
					195,919
			Apparel: 0.7%
	1,900		VF Corp.		104,063
					104,063
			Banks: 11.8%
	19,500		Bank of America Corp.		274,560
	5,300		Bank of New York Mellon Corp.		150,149
	27,400	S	Citigroup, Inc.		183,854
	1,600		Goldman Sachs Group, Inc.		135,024
	14,600		JPMorgan Chase & Co.		460,338
	5,300	S	Morgan Stanley		85,012
	13,700		National City Corp.		24,797
	5,000	S	US Bancorp.		125,050
	12,400	S	Wells Fargo & Co.		365,552
					1,804,336
			Beverages: 2.4%
	5,500		Coca-Cola Co.		248,985
	5,400		Pepsi Bottling Group, Inc.		121,554
					370,539
			Biotechnology: 1.3%
	3,400	@	Amgen, Inc.		196,350
					196,350
			Chemicals: 1.8%
	5,600		EI Du Pont de Nemours & Co.		141,680
	3,000		PPG Industries, Inc.		127,290
					268,970
			Commercial Services: 1.5%
	6,100		H&R Block, Inc.		138,592
	1,100		Robert Half International, Inc.		22,902
	5,300		RR Donnelley & Sons Co.		71,974
					233,468
			Computers: 1.9%
	3,800	S	Hewlett-Packard Co.		137,902
	1,800		International Business Machines Corp.		151,488
					289,390
			Diversified Financial Services: 0.9%
	4,000		Discover Financial Services		38,120
	1,400		Legg Mason, Inc.		30,674
	6,200		Merrill Lynch & Co., Inc.		72,168
					140,962
			Electric: 3.3%
	4,600		Exelon Corp.		255,806
	2,500	@,L	NRG Energy, Inc.		58,325
	6,000		PPL Corp.		184,140
					498,271

Shares				Value
			Environmental Control: 0.7%
	3,200		Waste Management, Inc.	$	106,048
					106,048
			Food: 1.7%
	4,800	S	Kroger Co.		126,768
	5,400	@@,S	Unilever NV ADR		132,570
					259,338
			Forest Products & Paper: 0.7%
	2,500		International Paper Co.		29,500
	2,700		Weyerhaeuser Co.		82,647
					112,147
			Healthcare-Products: 3.7%
	8,000	S	Johnson & Johnson		478,640
	2,900		Medtronic, Inc.		91,118
					569,758
			Healthcare-Services: 0.6%
	1,700		Quest Diagnostics		88,247
					88,247
			Household Products/Wares: 0.5%
	2,400		Avery Dennison Corp.		78,552
					78,552
			Housewares: 0.5%
	8,300		Newell Rubbermaid, Inc.		81,174
					81,174
			Insurance: 3.6%
	5,400	S	Allstate Corp.		176,904
	2,340		Loews Corp.		66,105
	2,100		Torchmark Corp.		93,870
	4,600		Travelers Cos., Inc.		207,920
					544,799
			Iron/Steel: 0.8%
	2,700		Nucor Corp.		124,740
					124,740
			Machinery-Construction & Mining: 0.8%
	2,900		Caterpillar, Inc.		129,543
					129,543
			Media: 2.9%
	7,900		CBS Corp. - Class B		64,701
	5,600	S	Gannett Co., Inc.		44,800
	20,800		Time Warner, Inc.		209,248
	6,400	@	Viacom - Class B		121,984
					440,733
			Miscellaneous Manufacturing: 6.5%
	3,300		Dover Corp.		108,636
	40,700	S	General Electric Co.		659,340
	4,700	@@	Ingersoll-Rand Co.		81,545
	2,100		Parker Hannifin Corp.		89,334
	2,600	@@	Tyco International Ltd.		56,160
					995,015

See Accompanying Notes to Financial Statements
109

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
LARGE COMPANY VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Office/Business Equipment: 0.8%
	1,700		Pitney Bowes, Inc.	$	43,316
	10,200		Xerox Corp.		81,294
					124,610
			Oil & Gas: 17.9%
	1,100		Apache Corp.		81,983
	11,100	S	Chevron Corp.		821,067
	8,700	S	ConocoPhillips		450,660
	1,200		Devon Energy Corp.		78,852
	11,100	S	ExxonMobil Corp.		886,113
	900		Occidental Petroleum Corp.		53,991
	7,000	@@,S	Royal Dutch Shell PLC ADR - Class A		370,580
					2,743,246
			Oil & Gas Services: 0.5%
	3,100	@	National Oilwell Varco, Inc.		75,764
					75,764
			Pharmaceuticals: 8.4%
	2,900	S	Abbott Laboratories		154,773
	4,000		Eli Lilly & Co.		161,080
	7,700		Merck & Co., Inc.		234,080
	29,000		Pfizer, Inc.		513,590
	6,000		Wyeth		225,060
					1,288,583
			Retail: 5.9%
	3,100		Best Buy Co., Inc.		87,141
	1,600		Darden Restaurants, Inc.		45,088
	5,600	S	Gap, Inc.		74,984
	5,300		Home Depot, Inc.		122,006
	2,900	@	Kohl's Corp.		104,980
	6,200		Staples, Inc.		111,104
	3,700	@	Starbucks Corp.		35,002
	4,700		Walgreen Co.		115,949
	3,800		Wal-Mart Stores, Inc.		213,028
					909,282
			Semiconductors: 1.0%
	4,800		Applied Materials, Inc.		48,624
	5,000		Intel Corp.		73,300
	2,200		Texas Instruments, Inc.		34,144
					156,068
			Software: 1.8%
	1,700	@	Fiserv, Inc.		61,829
	6,700		Microsoft Corp.		130,248
	5,000	@	Oracle Corp.		88,650
					280,727
			Telecommunications: 8.2%
	23,700	S	AT&T, Inc.		675,450
	5,200	@	Cisco Systems, Inc.		84,760
	1,800		Embarq Corp.		64,728
	4,500		Motorola, Inc.		19,935
	11,900		Sprint Nextel Corp.		21,777
	11,400	S	Verizon Communications, Inc.		386,460
					1,253,110
Total Common Stock (Cost $21,082,132)					14,639,408

Value

REAL ESTATE INVESTMENT TRUSTS: 0.1%

Shopping Centers: 0.1%

2,000

Developers Diversified Realty Corp.

9,760

Total Real Estate Investment Trusts
(Cost $60,551)

9,760

PREFERRED STOCK: 0.1%

Diversified Financial Services: 0.1%

800

Legg Mason, Inc.

17,600

Total Preferred Stock
(Cost $15,138)

17,600

Total Long-Term Investments
(Cost $21,157,821)

14,666,768

SHORT-TERM INVESTMENTS: 4.5%

Affiliated Mutual Fund: 4.2%

645,059

ING Institutional Prime Money
Market Fund - Class I

645,059

Total Mutual Fund
(Cost $645,059)

645,059

Principal Amount			Value
		Securities Lending Collateral^cc: 0.3%
$	50,811	Bank of New York Mellon Corp. Institutional Cash Reserves		43,990
Total Securities Lending Collateral (Cost $50,811)				43,990
Total Short-Term Investments (Cost $695,870)				689,049

Total Investments in Securities (Cost $21,853,691)*	100.3	%	$	15,355,817
Other Assets and Liabilities - Net	(0.3	)		(42,463	)
Net Assets	100.0	%	$	15,313,354

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

S All or a portion of this security is segregated to cover collateral requirements for applicable futures, options, swaps, foreign forward currency contracts and/or when-issued or delayed-delivery securities.

L Loaned security, a portion or all of the security is on loan at December 31, 2008.

* Cost for federal income tax purposes is $23,237,060.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	113,919
Gross Unrealized Depreciation		(7,995,162	)
Net Unrealized Depreciation	$	(7,881,243	)

See Accompanying Notes to Financial Statements
110

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
LARGE COMPANY VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	15,294,227	$	(627	)
Level 2 — Other Significant Observable Inputs		61,590		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	15,355,817	$	(627	)

"Fair value" for purposes of SFAS 157 is different from "fair value" as used in the 1940 Act. The former generally implies market value, and can include market quotations as a source of value, and the latter refers to determinations of actual value in absence of available market quotations.

* Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

ING American Century Large Company Value Portfolio Open Futures Contracts on December 31, 2008:

Contract Description	Number of Contracts		Expiration Date	Unrealized Depreciation
Long Contracts
S&P 500 E-Mini		12	03/20/09	$	(627	)
				$	(627	)

See Accompanying Notes to Financial Statements
111

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 87.3%
			Aerospace/Defense: 1.1%
	3,700		Curtiss-Wright Corp.	$	123,543
	2,100	@	Esterline Technologies Corp.		79,569
	7,600		Kaman Corp.		137,788
	4,300	@	Moog, Inc.		157,251
	3,700		Northrop Grumman Corp.		166,648
	4,400	L	Triumph Group, Inc.		186,824
					851,623
			Agriculture: 0.1%
	2,800		Universal Corp.		83,636
					83,636
			Airlines: 0.4%
	5,900		Skywest, Inc.		109,740
	22,219		Southwest Airlines Co.		191,527
					301,267
			Apparel: 0.7%
	62,161	@,L	CROCS, Inc.		77,080
	7,100	@,L	True Religion Apparel, Inc.		88,324
	4,400	I	Weyco Group, Inc.		145,420
	9,700		Wolverine World Wide, Inc.		204,088
					514,912
			Auto Manufacturers: 0.2%
	4,000	@@	Bayerische Motoren Werke AG		122,157
					122,157
			Auto Parts & Equipment: 0.4%
	3,800	@	ATC Technology Corp.		55,594
	7,500	@@	Autoliv, Inc.		160,950
	11,700		Cooper Tire & Rubber Co.		72,072
	29,100	@	Dana Holding Corp.		21,534
					310,150
			Banks: 6.6%
	1,383		American National Bankshares I		23,511
	20,700	L	Associated Banc-Corp.		433,251
	4,500		Bancorpsouth, Inc.		105,120
	25,900		Boston Private Financial Holdings, Inc.		177,156
	4,500		Central Pacific Financial Corp.		45,180
	44,100		Citizens Banking Corp.		131,418
	2,500		City National Corp.		121,750
	4,819		Commerce Bancshares, Inc.		211,795
	1,900		Cullen/Frost Bankers, Inc.		96,292
	18,600		First Horizon National Corp.		196,602
	6,400		First Midwest Bancorp., Inc.		127,808
	3,900		FirstMerit Corp.		80,301
	5,300	L	FNB Corp.		69,960
	38,500		Fulton Financial Corp.		370,370
	10,000		Hampton Roads Bankshares, Inc.		86,700
	21,100		Hanmi Financial Corp.		43,466
	6,530		Heritage Financial Corp.		79,993
	11,900		Keycorp		101,388
	18,917	L	Marshall & Ilsley Corp.		258,028
	3,374		National Bankshares, Inc.		65,557
	296		Norwood Financial Corp.		8,436
	3,600	L	Old National Bancorp.		65,376
	7,500	L	Provident Bankshares Corp.		72,450
	35,600		Sterling Bancshares, Inc.		216,448

Shares				Value
	4,300		Susquehanna Bancshares, Inc.	$	68,413
	56,000	L	Synovus Financial Corp.		464,800
	5,100		TCF Financial Corp.		69,666
	11,600		UCBH Holdings, Inc.		79,808
	772		United Security Bancshares		15,425
	6,825		Washington Banking Co.		59,378
	21,400	L	Webster Financial Corp.		294,892
	13,500		Whitney Holding Corp.		215,865
	11,200		Wilmington Trust Corp.		249,088
	8,800	L	Zions Bancorp.		215,688
					4,921,379
			Beverages: 0.8%
	24,300		Coca-Cola Enterprises, Inc.		292,329
	4,000		Farmer Bros Co.		99,760
	7,800		Pepsi Bottling Group, Inc.		175,578
					567,667
			Building Materials: 0.5%
	11,800		Comfort Systems USA, Inc.		125,788
	27,395		LSI Industries, Inc.		188,204
	2,800		Simpson Manufacturing Co., Inc.		77,728
					391,720
			Chemicals: 2.1%
	5,400		Arch Chemicals, Inc.		140,778
	1,600		CF Industries Holdings, Inc.		78,656
	8,200		Cytec Industries, Inc.		174,004
	8,878	I	Hawkins, Inc.		135,745
	11,200		HB Fuller Co.		180,432
	10,891		International Flavors & Fragrances, Inc.		323,681
	5,905		Minerals Technologies, Inc.		241,515
	9,500		Olin Corp.		171,760
	5,400	@	OM Group, Inc.		113,994
	1,708		Sensient Technologies Corp.		40,787
					1,601,352
			Coal: 0.1%
	6,500	@	Alpha Natural Resources, Inc.		105,235
					105,235
			Commercial Services: 1.5%
	3,900		ABM Industries, Inc.		74,295
	6,800	@	AMN Healthcare Services, Inc.		57,528
	5,100	@	Brink's Home Security Holdings, Inc.		111,792
	5,800		CDI Corp.		75,052
	3,300	@	Consolidated Graphics, Inc.		74,712
	8,300		Corporate Executive Board Co.		183,098
	3,000		Heidrick & Struggles International, Inc.		64,620
	2,100		MAXIMUS, Inc.		73,731
	6,409	@,I	Medquist, Inc.		13,138
	11,600	@	MPS Group, Inc.		87,348
	2,800	L	Pharmaceutical Product Development, Inc.		81,228
	5,600	@	Rent-A-Center, Inc.		98,840
	2,300	@,@@	Steiner Leisure Ltd.		67,896
	939	@	Valassis Communications, Inc.		1,239
	716		Watson Wyatt Worldwide, Inc.		34,239
					1,098,756

See Accompanying Notes to Financial Statements
112

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Computers: 1.9%
	1,600	@	CACI International, Inc.	$	72,144
	17,800	@	Cadence Design Systems, Inc.		65,148
	9,778		Diebold, Inc.		274,664
	22,700	@	Electronics for Imaging		217,012
	7,800	@	Insight Enterprises, Inc.		53,820
	5,800	@	Lexmark International, Inc.		156,020
	7,000	@	Perot Systems Corp.		95,690
	11,500	@	Rackable Systems, Inc.		45,310
	4,900	@	SYKES Enterprises, Inc.		93,688
	20,572	@	Synopsys, Inc.		380,993
					1,454,489
			Cosmetics/Personal Care: 0.5%
	3,900		Alberto-Culver Co.		95,589
	10,400	@	Bare Escentuals, Inc.		54,392
	4,400		Estee Lauder Cos., Inc.		136,224
	9,711		Inter Parfums, Inc.		74,580
					360,785
			Distribution/Wholesale: 1.2%
	11,900	@	Core-Mark Holding Co., Inc.		256,088
	7,359		Genuine Parts Co.		278,612
	5,300	@	Tech Data Corp.		94,552
	7,700	@	Wesco International, Inc.		148,071
	1,900		WW Grainger, Inc.		149,796
					927,119
			Diversified Financial Services: 2.7%
	15,200	@	AllianceBernstein Holding LP		316,008
	12,800		Ameriprise Financial, Inc.		299,008
	14,700	L	Calamos Asset Management, Inc.		108,780
	14,700	@	Cowen Group, Inc.		91,728
	18,600		Federated Investors, Inc.		315,456
	10,200		Legg Mason, Inc.		223,482
	5,400	L	National Financial Partners Corp.		16,416
	24,500	@	TradeStation Group, Inc.		158,025
	32,500		Waddell & Reed Financial, Inc.		502,450
					2,031,353
			Electric: 6.1%
	11,400		Ameren Corp.		379,164
	4,400		Black Hills Corp.		118,624
	4,200		Central Vermont Public Service Corp.		100,212
	256		Cleco Corp.		5,844
	26,452	L	Empire District Electric Co.		465,555
	28,000		Great Plains Energy, Inc.		541,240
	14,250		Idacorp, Inc.		419,663
	2,100		MGE Energy, Inc.		69,300
	32,511		Portland General Electric Co.		632,989
	6,837	S	Puget Energy, Inc.		186,445
	3,700	L	Unitil Corp.		76,405
	32,978		Westar Energy, Inc.		676,379
	12,684		Wisconsin Energy Corp.		532,474
	21,435		Xcel Energy, Inc.		397,619
					4,601,913
			Electrical Components & Equipment: 2.3%
	6,200		Belden CDT, Inc.		129,456
	3,200		Emerson Electric Co.		117,152
	3,300	@,L	General Cable Corp.		58,377
	15,000		Hubbell, Inc.		490,200

Shares				Value
	13,276	@	Littelfuse, Inc.	$	220,382
	47,589		Molex, Inc.		689,566
					1,705,133
			Electronics: 2.2%
	5,105	L	Analogic Corp.		139,264
	27,518		AVX Corp.		218,493
	7,000		Bel Fuse, Inc.		148,400
	15,300	@	Benchmark Electronics, Inc.		195,381
	2,100		Brady Corp.		50,295
	1,400	@	Coherent, Inc.		30,044
	4,000	@	Cymer, Inc.		87,640
	20,889	@	Electro Scientific Industries, Inc.		141,836
	7,400		Gentex Corp.		65,342
	5,600		Park Electrochemical Corp.		106,176
	4,700	@	Rogers Corp.		130,519
	4,700	@	Thomas & Betts Corp.		112,894
	7,902	@@	Tyco Electronics Ltd.		128,091
	31,400	@	Vishay Intertechnology, Inc.		107,388
					1,661,763
			Engineering & Construction: 0.9%
	7,800	@	EMCOR Group, Inc.		174,954
	3,300		Granite Construction, Inc.		144,969
	2,000	@	Jacobs Engineering Group, Inc.		96,200
	5,900		KBR, Inc.		89,680
	10,500	@,@@,L	Khd Humboldt Wedag International		117,285
	3,600	@	Sterling Construction Co., Inc.		66,744
					689,832
			Entertainment: 1.4%
	7,900	@	Bally Technologies, Inc.		189,837
	15,417		International Speedway Corp.		442,930
	25,365		Speedway Motorsports, Inc.		408,630
					1,041,397
			Environmental Control: 1.4%
	11,900		American Ecology Corp.		240,737
	13,917		Republic Services, Inc.		345,002
	14,632		Waste Management, Inc.		484,904
					1,070,643
			Food: 4.0%
	33,300		B&G Foods, Inc.		179,820
	13,100		Campbell Soup Co.		393,131
	30,278	S	ConAgra Foods, Inc.		499,587
	2,300		Corn Products International, Inc.		66,355
	3,137		Hershey Co.		108,979
	7,200		HJ Heinz Co.		270,720
	12,200		Hormel Foods Corp.		379,176
	4,900		J&J Snack Foods Corp.		175,812
	3,000		JM Smucker Co.		130,080
	3,100		Kellogg Co.		135,935
	342		Lancaster Colony Corp.		11,731
	1,200	@	Ralcorp Holdings, Inc.		70,080
	9,151		Tyson Foods, Inc.		80,163
	2,800	I	Village Super Market		160,692
	10,000		Weis Markets, Inc.		336,300
					2,998,561
			Forest Products & Paper: 0.9%
	9,400		Glatfelter		87,420
	9,900		International Paper Co.		116,820

See Accompanying Notes to Financial Statements
113

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Forest Products & Paper (continued)
	17,036		MeadWestvaco Corp.	$	190,633
	8,467		Weyerhaeuser Co.		259,175
					654,048
			Gas: 2.6%
	15,800		AGL Resources, Inc.		495,330
	9,800		Atmos Energy Corp.		232,260
	2,200		Chesapeake Utilities Corp.		69,256
	1,600		Nicor, Inc.		55,584
	12,517		Southwest Gas Corp.		315,679
	5,100		Vectren Corp.		127,551
	21,033		WGL Holdings, Inc.		687,569
					1,983,229
			Hand/Machine Tools: 0.6%
	9,100		Kennametal, Inc.		201,929
	2,900		Lincoln Electric Holdings, Inc.		147,697
	3,500		Regal-Beloit Corp.		132,965
					482,591
			Healthcare-Products: 3.6%
	14,788		Beckman Coulter, Inc.		649,785
	14,600	@	Boston Scientific Corp.		113,004
	27,200	@	Cutera, Inc.		241,264
	3,700	@	Hospira, Inc.		99,234
	4,883	@	ICU Medical, Inc.		161,823
	11,000	@	Patterson Cos., Inc.		206,250
	2,100		Steris Corp.		50,169
	25,206	@	Symmetry Medical, Inc.		200,892
	7,143	I	Utah Medical Products, Inc.		156,789
	32,965	I	Young Innovations, Inc.		507,661
	7,000	@	Zimmer Holdings, Inc.		282,940
					2,669,811
			Healthcare-Services: 2.5%
	3,200	@	AMERIGROUP Corp.		94,464
	6,100	@	Amsurg Corp.		142,374
	30,300	@	Assisted Living Concepts, Inc.		125,745
	5,300	@	Kindred Healthcare, Inc.		69,006
	12,900	@	LifePoint Hospitals, Inc.		294,636
	10,900	@	Magellan Health Services, Inc.		426,844
	4,700		National Healthcare Corp.		238,008
	7,928		Universal Health Services, Inc.		297,855
	13,000	@	US Physical Therapy, Inc.		173,290
					1,862,222
			Home Builders: 0.1%
	2,200		MDC Holdings, Inc.		66,660
					66,660
			Home Furnishings: 0.3%
	5,800		Whirlpool Corp.		239,830
					239,830
			Household Products/Wares: 1.7%
	5,400		American Greetings Corp.		40,878
	3,500		Avery Dennison Corp.		114,555
	1,600		Clorox Co.		88,896
	7,000		CSS Industries, Inc.		124,180
	4,400	@	Helen of Troy Ltd.		76,384
	13,423		Kimberly-Clark Corp.		707,929

Shares				Value
	2,900		Tupperware Corp.	$	65,830
	2,100		WD-40 Co.		59,409
					1,278,061
			Insurance: 7.5%
	5,200	@@	ACE Ltd.		275,184
	4,786		Allstate Corp.		156,789
	19,700		American Equity Investment Life Holding Co.		137,900
	8,700		AON Corp.		397,416
	9,411		Arthur J. Gallagher & Co.		243,839
	5,000	@@	Aspen Insurance Holdings Ltd.		121,250
	6,300	@@,L	Assured Guaranty Ltd.		71,820
	11,200		Baldwin & Lyons, Inc.		203,728
	9,100		Chubb Corp.		464,100
	8,600		Erie Indemnity Co.		323,618
	4,900		Hanover Insurance Group, Inc.		210,553
	30,537		HCC Insurance Holdings, Inc.		816,865
	4,700	@@	IPC Holdings Ltd.		140,530
	36,655		Marsh & McLennan Cos., Inc.		889,617
	8,800	@@	Max Re Capital Ltd.		155,760
	10,342	I	Mercer Insurance Group, Inc.		130,723
	5,944		Metlife, Inc.		207,208
	16,500		OneBeacon Insurance Group Ltd.		172,260
	8,700		Phoenix Cos., Inc.		28,449
	4,700	@@	Platinum Underwriters Holdings Ltd.		169,576
	1,420	@	ProAssurance Corp.		74,948
	3,500		United Fire & Casualty Co.		108,745
	8,000		Unitrin, Inc.		127,520
					5,628,398
			Investment Companies: 1.2%
	7,100		Apollo Investment Corp.		66,101
	66,400		Ares Capital Corp.		420,312
	21,500	I	Highland Distressed Opportunities, Inc.		46,225
	105,068		MCG Capital Corp.		74,598
	5,100		MVC Capital, Inc.		55,947
	28,100		Patriot Capital Funding, Inc.		102,284
	22,900		PennantPark Investment Corp.		82,669
	1,800		Prospect Capital Corp.		21,546
					869,682
			Iron/Steel: 0.4%
	6,100		Carpenter Technology Corp.		125,294
	9,000		Mesabi Trust		78,030
	3,300		Schnitzer Steel Industries, Inc.		124,245
					327,569
			Leisure Time: 0.2%
	9,200		Callaway Golf Co.		85,468
	3,500	@	WMS Industries, Inc.		94,150
					179,618
			Machinery-Diversified: 1.2%
	35,919	@	Altra Holdings, Inc.		284,119
	1,001		Applied Industrial Technologies, Inc.		18,939
	9,100		IDEX Corp.		219,765
	6,700	@	Kadant, Inc.		90,316
	8,800		Robbins & Myers, Inc.		142,296
	1,800		Wabtec Corp.		71,550
	2,104	@	Zebra Technologies Corp.		42,627
					869,612

See Accompanying Notes to Financial Statements
114

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Media: 0.5%
	17,600		Belo Corp.	$	27,456
	20,700	@	Entravision Communications Corp.		32,292
	10,900		Hearst-Argyle Television, Inc.		66,054
	51,600		Journal Communications, Inc.		126,420
	12,700	L	McClatchy Co.		10,160
	2,931	I	Value Line, Inc.		101,178
					363,560
			Metal Fabricate/Hardware: 1.8%
	5,100	@	Hawk Corp.		84,660
	7,000	@	Haynes International, Inc.		172,340
	12,900		Kaydon Corp.		443,115
	3,500	I	Lawson Products		79,975
	16,700		Mueller Industries, Inc.		418,836
	14,300		Mueller Water Products, Inc.		120,692
					1,319,618
			Mining: 0.4%
	3,700		Alcoa, Inc.		41,662
	3,000	L	Kaiser Aluminum Corp.		67,560
	3,000		Newmont Mining Corp.		122,100
	5,400	@	RTI International Metals, Inc.		77,274
					308,596
			Miscellaneous Manufacturing: 1.3%
	2,100		Acuity Brands, Inc.		73,311
	2,100		Aptargroup, Inc.		74,004
	17,200		Barnes Group, Inc.		249,400
	3,000		Brink's Co.		80,640
	4,500	@	Ceradyne, Inc.		91,395
	5,800		Dover Corp.		190,936
	21,084	@	Griffon Corp.		196,714
					956,400
			Office Furnishings: 0.2%
	1,741		Herman Miller, Inc.		22,685
	6,172		HNI, Corp.		97,764
					120,449
			Office/Business Equipment: 0.3%
	7,793		Pitney Bowes, Inc.		198,566
					198,566
			Oil & Gas: 3.0%
	3,568		Apache Corp.		265,923
	7,700		Berry Petroleum Co.		58,212
	1,400		BP Prudhoe Bay Royalty Trust		102,676
	3,700		Cimarex Energy Co.		99,086
	6,800	@,L	Continental Resources, Inc.		140,828
	17,086		Equitable Resources, Inc.		573,235
	11,900		Frontier Oil Corp.		150,297
	6,500		Hugoton Royalty Trust		104,325
	2,100		Murphy Oil Corp.		93,135
	3,600		Noble Energy, Inc.		177,192
	13,500	@	PetroHawk Energy Corp.		211,005
	9,600		St. Mary Land & Exploration Co.		194,976
	8,500	@@	Talisman Energy, Inc.		84,915
					2,255,805
			Oil & Gas Services: 1.2%
	6,000	@	Cameron International Corp.		123,000
	115,200	@,L	Global Industries Ltd.		402,048
	24,400	@	Helix Energy Solutions Group, Inc.		176,656

Shares				Value
	17,400	@	Key Energy Services, Inc.	$	76,734
	2,000		Lufkin Industries, Inc.		69,000
	24,100	@,@@	North American Energy Partners, Inc.		80,494
					927,932
			Packaging & Containers: 0.8%
	26,298	S	Bemis Co.		622,737
					622,737
			Pharmaceuticals: 1.0%
	8,120	@	Matrixx Initiatives, Inc.		133,899
	16,100	@	Obagi Medical Products, Inc.		120,106
	3,800	@	Par Pharmaceutical Cos., Inc.		50,958
	21,900	@,I	Schiff Nutrition International, Inc.		130,743
	12,700	@	Sepracor, Inc.		139,446
	3,700	@	VCA Antech, Inc.		73,556
	4,967	@	Watson Pharmaceuticals, Inc.		131,973
					780,681
			Real Estate: 0.0%
	12,000	@,I	HFF, Inc.		29,400
					29,400
			Retail: 3.2%
	9,800		American Eagle Outfitters		91,728
	2,100	@	BJ's Wholesale Club, Inc.		71,946
	2,600		Casey's General Stores, Inc.		59,202
	10,000		Cato Corp.		151,000
	22,200	@	Chico's FAS, Inc.		92,796
	830	@	Childrens Place Retail Stores, Inc.		17,994
	7,400	@	Chipotle Mexican Grill, Inc.		423,946
	24,200		Christopher & Banks Corp.		135,520
	3,100		Costco Wholesale Corp.		162,750
	1,600	@	Dollar Tree, Inc.		66,880
	8,600	@	Dress Barn, Inc.		92,364
	7,400	@,L	DSW, Inc.		92,204
	7,246		Fred's, Inc.		77,967
	4,400	@	Jack in the Box, Inc.		97,196
	8,400	L	Men's Wearhouse, Inc.		113,736
	18,679	@	PC Connection, Inc.		95,636
	9,600	L	Penske Auto Group, Inc.		73,728
	9,300	@	Red Robin Gourmet Burgers, Inc.		156,519
	4,300		Regis Corp.		62,479
	31,600	@	Ruby Tuesday, Inc.		49,296
	15,709		Sport Supply Group, Inc.		109,963
	9,800		Stage Stores, Inc.		80,850
					2,375,700
			Savings & Loans: 1.6%
	5,000		Astoria Financial Corp.		82,400
	10,500		Brookline Bancorp., Inc.		111,825
	6,364	L	First Financial Northwest, Inc.		59,440
	1,830		K-Fed Bancorp		11,895
	16,178		People's United Financial, Inc.		288,454
	7,800		Provident Financial Services, Inc.		119,340
	34,112		Washington Federal, Inc.		510,316
					1,183,670
			Semiconductors: 2.4%
	21,500		Applied Materials, Inc.		217,795
	1,000	@	Cabot Microelectronics Corp.		26,070
	2,449		Cohu, Inc.		29,755
	47,700	@	Emulex Corp.		332,946

See Accompanying Notes to Financial Statements
115

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Semiconductors (continued)
	30,743	@,I	Intellon Corp.	$	77,165
	9,300		KLA-Tencor Corp.		202,647
	19,900	@	Mattson Technology, Inc.		28,059
	8,400	@	MEMC Electronic Materials, Inc.		119,952
	3,300	@	MKS Instruments, Inc.		48,807
	15,100	@	Rudolph Technologies, Inc.		53,303
	5,700	@	Semtech Corp.		64,239
	38,500	@	Teradyne, Inc.		162,470
	16,000	@	Varian Semiconductor Equipment Associates, Inc.		289,920
	17,000	@,@@	Verigy Ltd.		163,540
					1,816,668
			Software: 2.7%
	17,000	@	Aspen Technology, Inc.		126,140
	3,700	@	Autodesk, Inc.		72,705
	9,400		IMS Health, Inc.		142,504
	51,300	@	Parametric Technology Corp.		648,945
	18,600	@	Sybase, Inc.		460,722
	32,200	@	THQ, Inc.		134,918
	87,018	@,I	Ulticom, Inc.		443,792
					2,029,726
			Telecommunications: 2.5%
	10,200		Adtran, Inc.		151,776
	3,300	@	Anixter International, Inc.		99,396
	7,900		Atlantic Tele-Network, Inc.		209,745
	30,196	@@	BCE, Inc.		614,682
	1,600		Black Box Corp.		41,792
	3,100		CenturyTel, Inc.		84,723
	11,500	I	D & E Communications, Inc.		77,050
	4,500		Embarq Corp.		161,820
	10,900		Frontier Communications Corp.		95,266
	7,700		Iowa Telecommunications Services, Inc.		109,956
	8,300	@	NeuStar, Inc.		158,779
	5,000		Plantronics, Inc.		66,000
					1,870,985
			Textiles: 0.1%
	3,800		G&K Services, Inc.		76,836
					76,836
			Toys/Games/Hobbies: 0.5%
	3,200	@	Jakks Pacific, Inc.		66,016
	11,400		Mattel, Inc.		182,400
	10,438	@	RC2 Corp.		111,373
					359,789
			Transportation: 1.7%
	5,100	L	Arkansas Best Corp.		153,561
	2,600	@,L	Bristow Group, Inc.		69,654
	87,745		DHT Maritime, Inc.		486,107
	9,300	L	Genco Shipping & Trading Ltd.		137,640
	4,200		Heartland Express, Inc.		66,192
	2,800	@	HUB Group, Inc.		74,284
	16,000	L	OceanFreight, Inc.		47,520
	10,800	@@	UTI Worldwide, Inc.		154,872
	5,300		Werner Enterprises, Inc.		91,902
					1,281,732
			Trucking & Leasing: 0.1%
	2,500		GATX Corp.		77,425
					77,425

Shares				Value
			Water: 0.1%
	1,605		American Water Works Co., Inc.	$	33,512
	556		Artesian Resources Corp.		8,796
					42,308
Total Common Stock (Cost $80,487,310)					65,522,756
REAL ESTATE INVESTMENT TRUSTS: 3.0%
			Health Care: 0.6%
	5,800		Healthcare Realty Trust, Inc.		136,184
	5,200		National Health Investors, Inc.		142,636
	8,800		Senior Housing Properties Trust		157,696
					436,516
			Hotels: 0.1%
	12,400		Host Hotels & Resorts, Inc.		93,868
					93,868
			Mortgage: 0.8%
	14,900		Capstead Mortgage Corp.		160,473
	4,800		Hatteras Financial Corp.		127,680
	59,700		MFA Mortgage Investments, Inc.		351,633
					639,786
			Office Property: 0.3%
	2,600		Boston Properties, Inc.		143,000
	2,800		Mack-Cali Realty Corp.		68,600
					211,600
			Paper & Related Products: 0.7%
	15,792		Rayonier, Inc.		495,079
					495,079
			Single Tenant: 0.2%
	4,000		National Retail Properties, Inc.		68,760
	4,400		Realty Income Corp.		101,860
					170,620
			Storage: 0.3%
	2,500		Public Storage, Inc.		198,750
					198,750
Total Real Estate Investment Trusts (Cost $2,376,030)					2,246,219
EXCHANGE-TRADED FUNDS: 2.7%
			Exchange-Traded Funds: 2.7%
	16,300		iShares Russell 2000 Index Fund		803,101
	7,900	L	iShares Russell 2000 Value Index Fund		388,443
	14,900	S	iShares Russell Midcap Value Index Fund		423,756
	4,400		iShares S&P SmallCap 600 Index Fund		193,600
	4,000	L	iShares S&P SmallCap 600/BARRA Value Index Fund		195,800
Total Exchange-Traded Funds (Cost $1,901,976)					2,004,700

See Accompanying Notes to Financial Statements
116

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Value

PREFERRED STOCK: 3.6%

Agriculture: 0.2%

181

Universal Corp.

126,700

126,700

Banks: 0.4%

232

Huntington Bancshares, Inc.

180,728

8,800

P,I

Midwest Banc Holdings, Inc.

112,112

292,840

Insurance: 2.0%

33,900

@@,I

Aspen Insurance Holdings Ltd.

1,423,800

6,031

P,I

Odyssey Re Holdings Corp.

112,780

1,536,580

Real Estate: 1.0%

5,200

Ashford Hospitality Trust, Inc.

32,240

8,700

Digital Realty Trust, Inc.

177,806

5,300

Entertainment Properties

93,810

3,400

Lexington Realty Trust

54,502

12,800

P,I

National Retail Properties

211,200

11,815

P,I

PS Business Parks, Inc.

218,341

787,899

Total Preferred Stock
(Cost $3,431,645)

2,744,019

Total Long-Term Investments
(Cost $88,196,961)

72,517,694

SHORT-TERM INVESTMENTS: 6.9%

Affiliated Mutual Fund: 2.1%

1,587,950

ING Institutional Prime Money
Market Fund - Class I

1,587,950

Total Mutual Fund
(Cost $1,587,950)

1,587,950

Principal Amount			Value
		Securities Lending Collateral^cc: 4.8%
$	3,598,795	Bank of New York Mellon Corp. Institutional Cash Reserves		3,548,271
Total Securities Lending Collateral (Cost $3,598,795)				3,548,271
Total Short-Term Investments (Cost $5,186,745)				5,136,221

Total Investments in Securities (Cost $93,383,706)*	103.5	%	$	77,653,915
Other Assets and Liabilities - Net	(3.5	)		(2,611,162	)
Net Assets	100.0	%	$	75,042,753

@ 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, 2008.

* Cost for federal income tax purposes is $104,273,738.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	2,811,466
Gross Unrealized Depreciation		(29,431,289	)
Net Unrealized Depreciation	$	(26,619,823	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	71,361,625	$	—
Level 2 — Other Significant Observable Inputs		6,292,290		(6,040	)
Level 3 — Significant Unobservable Inputs		—		—
Total	$	77,653,915	$	(6,040	)

At December 31, 2008 the following forward foreign currency contracts were outstanding for the ING American Century Small-Mid Cap Value Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Canadian Dollar			USD
CAD 104	BUY	01/30/09		82		84	$	2
EU Euro EUR 67	BUY	01/30/09		84		92		8
EU Euro EUR 560	BUY	01/30/09		711		778		67
EU Euro EUR 651	BUY	01/30/09		825		903		78
EU Euro EUR 2,705	BUY	01/30/09		3,847		3,755		(92	)
EU Euro EUR 2,925	BUY	01/30/09		4,092		4,060		(32	)
							$	31
Canadian Dollar CAD 71,636	SELL	01/30/09		58,262		57,999	$	263
Canadian Dollar CAD 84,546	SELL	01/30/09		68,177		68,451		(274	)
Canadian Dollar CAD 70,372	SELL	01/30/09		56,016		56,975		(959	)
Canadian Dollar CAD 6,902	SELL	01/30/09		5,452		5,588		(136	)
Canadian Dollar CAD 5,297	SELL	01/30/09		4,177		4,289		(112	)
Canadian Dollar CAD 4,066	SELL	01/30/09		3,209		3,292		(83	)

See Accompanying Notes to Financial Statements
117

ING AMERICAN CENTURY PORTFOLIO OF INVESTMENTS
SMALL-MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Canadian Dollar			USD
CAD 6,596	SELL	01/30/09		5,237		5,340	$	(103	)
Canadian Dollar CAD 6,596	SELL	01/30/09		5,227		5,340		(113	)
Canadian Dollar CAD 14,574	SELL	01/30/09		11,620		11,799		(179	)
Canadian Dollar CAD 10,580	SELL	01/30/09		8,656		8,566		90
Canadian Dollar CAD 7,586	SELL	01/30/09		6,155		6,141		14
Canadian Dollar CAD 16,424	SELL	01/30/09		13,129		13,297		(168	)
Canadian Dollar CAD 16,424	SELL	01/30/09		13,209		13,297		(88	)
Canadian Dollar CAD 14,985	SELL	01/30/09		12,064		12,132		(68	)
Canadian Dollar CAD 10,949	SELL	01/30/09		8,806		8,865		(59	)
Canadian Dollar CAD 40,762	SELL	01/30/09		32,865		33,002		(137	)
Canadian Dollar CAD 18,343	SELL	01/30/09		14,833		14,851		(18	)
Canadian Dollar CAD 32,858	SELL	01/30/09		26,821		26,603		218
Canadian Dollar CAD 72,356	SELL	01/30/09		59,000		58,581		419
Canadian Dollar CAD 72,234	SELL	01/30/09		58,795		58,482		313
Canadian Dollar CAD 14,023	SELL	01/30/09		11,435		11,353		82
Canadian Dollar CAD 7,904	SELL	01/30/09		6,463		6,399		64
Canadian Dollar CAD 14,023	SELL	01/30/09		11,602		11,353		249
Canadian Dollar CAD 25,690	SELL	01/30/09		21,033		20,799		234
EU Euro EUR 52,500	SELL	01/30/09		68,146		72,877		(4,731	)
EU Euro EUR 188	SELL	01/30/09		241		261		(20	)
EU Euro EUR 405	SELL	01/30/09		513		562		(49	)
EU Euro EUR 2,293	SELL	01/30/09		2,962		3,183		(221	)
EU Euro EUR 764	SELL	01/30/09		980		1,061		(81	)
EU Euro EUR 1,829	SELL	01/30/09		2,373		2,539		(166	)
EU Euro EUR 1,829	SELL	01/30/09		2,378		2,539		(161	)
EU Euro EUR 915	SELL	01/30/09		1,209		1,270		(61	)
EU Euro EUR 305	SELL	01/30/09		407		423		(16	)
EU Euro EUR 610	SELL	01/30/09		832		846		(14	)
							$	(6,071	)

See Accompanying Notes to Financial Statements
118

PORTFOLIO OF INVESTMENTS
ING BARON ASSET PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 90.4%
			Advertising: 1.5%
	7,900	@	Lamar Advertising Co.	$	99,224
					99,224
			Apparel: 2.9%
	4,200		Polo Ralph Lauren Corp.		190,722
					190,722
			Chemicals: 2.1%
	1,400		Airgas, Inc.		54,586
	2,400		Ecolab, Inc.		84,360
					138,946
			Commercial Services: 17.0%
	1,200	@	Corrections Corp. of America		19,632
	4,200		DeVry, Inc.		241,122
	3,500		Equifax, Inc.		92,820
	9,850	@	Gartner, Inc.		175,626
	5,200	@	Iron Mountain, Inc.		128,596
	800	@	Morningstar, Inc.		28,400
	4,400	@	Quanta Services, Inc.		87,120
	4,850	@@	Ritchie Brothers Auctioneers, Inc.		103,887
	3,300		Robert Half International, Inc.		68,706
	9,550	@	SAIC, Inc.		186,034
					1,131,943
			Computers: 0.2%
	400	@	IHS, Inc.		14,968
					14,968
			Distribution/Wholesale: 2.2%
	4,150		Fastenal Co.		144,628
					144,628
			Diversified Financial Services: 9.6%
	1,000	@	AllianceBernstein Holding LP		20,790
	17,500		Charles Schwab Corp.		282,972
	650		CME Group, Inc.		135,272
	7,400		Eaton Vance Corp.		155,474
	1,300		T. Rowe Price Group, Inc.		46,072
					640,580
			Electrical Components & Equipment: 0.5%
	850	@	Sunpower Corp. - Class A		31,450
					31,450
			Electronics: 1.7%
	500	@,@@	Mettler Toledo International, Inc.		33,700
	2,250	@	Thermo Fisher Scientific, Inc.		76,658
					110,358
			Energy-Alternate Sources: 1.2%
	3,700	@	Covanta Holding Corp.		81,252
					81,252
			Entertainment: 1.2%
	4,650	@	Scientific Games Corp.		81,561
					81,561
			Environmental Control: 2.9%
	3,700	@	Stericycle, Inc.		192,696
					192,696

Shares				Value
			Gas: 1.3%
	6,500		Southern Union Co.	$	84,760
					84,760
			Hand/Machine Tools: 0.3%
	800		Kennametal, Inc.		17,752
					17,752
			Healthcare-Products: 5.9%
	3,400		Densply International, Inc.		96,016
	2,300	@	Henry Schein, Inc.		84,387
	4,900	@	Idexx Laboratories, Inc.		176,792
	300	@	Intuitive Surgical, Inc.		38,097
					395,292
			Healthcare-Services: 3.3%
	4,600	@	Community Health Systems, Inc.		67,068
	3,300	@	Covance, Inc.		151,899
					218,967
			Insurance: 5.7%
	3,550	@,@@	Arch Capital Group Ltd.		248,855
	6,300		Brown & Brown, Inc.		131,670
					380,525
			Internet: 1.8%
	2,200	@	Equinix, Inc.		117,018
					117,018
			Lodging: 3.4%
	2,250		Choice Hotels International, Inc.		67,635
	3,800	@	Wynn Resorts Ltd.		160,588
					228,223
			Media: 2.0%
	3,050		Factset Research Systems, Inc.		134,932
					134,932
			Oil & Gas: 4.9%
	3,500		Helmerich & Payne, Inc.		79,625
	2,350		Range Resources Corp.		80,817
	4,762		XTO Energy, Inc.		167,956
					328,398
			Oil & Gas Services: 0.7%
	800		Core Laboratories NV		47,888
					47,888
			Pharmaceuticals: 1.8%
	6,200	@	VCA Antech, Inc.		123,256
					123,256
			Real Estate: 0.8%
	13,000	@	CB Richard Ellis Group, Inc.		56,160
					56,160
			Retail: 6.4%
	2,650	@	Carmax, Inc.		20,882
	1,550	@	Cheesecake Factory		15,655
	4,100	@	Copart, Inc.		111,479
	4,500	@	Dick's Sporting Goods, Inc.		63,495
	1,900	@	J Crew Group, Inc.		23,180
	2,750		MSC Industrial Direct Co.		101,283
	3,900		Tiffany & Co.		92,157
					428,131

See Accompanying Notes to Financial Statements
119

PORTFOLIO OF INVESTMENTS
ING BARON ASSET PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Value

Software: 1.6%

4,500

MSCI, Inc. - Class A

79,920

2,500

Nuance Communications, Inc.

25,900

105,820

Telecommunications: 1.5%

1,500

NII Holdings, Inc.

27,270

4,350

SBA Communications Corp.

70,992

98,262

Textiles: 0.3%

500

Mohawk Industries, Inc.

21,485

21,485

Transportation: 5.7%

4,300

CH Robinson Worldwide, Inc.

236,629

4,400

Expeditors International
Washington, Inc.

146,388

383,017

Total Common Stock
(Cost $8,966,912)

6,028,214

REAL ESTATE INVESTMENT TRUSTS: 0.9%

Diversified: 0.5%

500

Vornado Realty Trust

30,175

30,175

Office Property: 0.4%

2,200

Douglas Emmett, Inc.

28,732

28,732

Total Real Estate Investment Trusts
(Cost $80,561)

58,907

Total Investments in Securities (Cost $9,047,473)*	91.3	%	$	6,087,121
Other Assets and Liabilities - Net	8.7			576,717
Net Assets	100.0	%	$	6,663,838

@ Non-income producing security

@@ Foreign Issuer

* Cost for federal income tax purposes is $9,136,395.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	116,628
Gross Unrealized Depreciation		(3,165,902	)
Net Unrealized Depreciation	$	(3,049,274	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	6,087,121	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	6,087,121	$	—

See Accompanying Notes to Financial Statements
120

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 86.6%
			Advertising: 1.0%
	350,000	@	Lamar Advertising Co.	$	4,396,000
					4,396,000
			Apparel: 2.2%
	10,000		Polo Ralph Lauren Corp.		454,100
	400,269	@	Under Armour, Inc.		9,542,413
					9,996,513
			Banks: 1.5%
	200,000		Glacier Bancorp., Inc.		3,804,000
	110,000	@	SVB Financial Group		2,885,300
					6,689,300
			Beverages: 1.0%
	200,000	@	Peet's Coffee & Tea, Inc.		4,650,000
					4,650,000
			Biotechnology: 1.0%
	170,000	@	Charles River Laboratories International, Inc.		4,454,000
					4,454,000
			Commercial Services: 14.0%
	150,000	@	Bankrate, Inc.		5,700,000
	95,246		Chemed Corp.		3,787,933
	120,000	@	CoStar Group, Inc.		3,952,800
	325,000		DeVry, Inc.		18,658,250
	360,000	@	Gartner, Inc.		6,418,800
	217,590	@	Morningstar, Inc.		7,724,445
	200,000	@	Riskmetrics Group, Inc.		2,978,000
	377,151	@@	Ritchie Brothers Auctioneers, Inc.		8,078,574
	25,000		Strayer Education, Inc.		5,360,250
					62,659,052
			Distribution/Wholesale: 1.4%
	550,000	@	LKQ Corp.		6,413,000
					6,413,000
			Diversified Financial Services: 2.3%
	200,000		Cohen & Steers, Inc.		2,198,000
	230,958		Eaton Vance Corp.		4,852,428
	56,654	@	FCStone Group, Inc.		250,977
	200,000		Jefferies Group, Inc.		2,812,000
					10,113,405
			Electric: 1.6%
	160,000		ITC Holdings Corp.		6,988,800
					6,988,800
			Electrical Components & Equipment: 0.8%
	100,000	@	Sunpower Corp. - Class A		3,700,000
					3,700,000
			Electronics: 0.9%
	60,000	@,@@	Mettler Toledo International, Inc.		4,044,000
					4,044,000
			Engineering & Construction: 1.9%
	275,000	@	Aecom Technology Corp.		8,450,750
					8,450,750

Shares				Value
			Entertainment: 3.4%
	300,000	@	Penn National Gaming, Inc.	$	6,414,000
	300,000	@	Scientific Games Corp.		5,262,000
	130,724	@	Vail Resorts, Inc.		3,477,258
					15,153,258
			Environmental Control: 0.5%
	95,000	@	Tetra Tech, Inc.		2,294,250
					2,294,250
			Food: 2.6%
	200,000	@	Ralcorp Holdings, Inc.		11,680,000
					11,680,000
			Gas: 1.2%
	400,000		Southern Union Co.		5,216,000
					5,216,000
			Hand/Machine Tools: 1.0%
	206,000		Kennametal, Inc.		4,571,140
					4,571,140
			Healthcare-Products: 3.9%
	100,000	@	Edwards Lifesciences Corp.		5,495,000
	120,000	@	Gen-Probe, Inc.		5,140,800
	75,000	@	Idexx Laboratories, Inc.		2,706,000
	15,000	@	Intuitive Surgical, Inc.		1,904,850
	123,700	@	PSS World Medical, Inc.		2,328,034
					17,574,684
			Healthcare-Services: 4.9%
	285,000	@	AMERIGROUP Corp.		8,413,200
	401,000	@	Community Health Systems, Inc.		5,846,580
	90,438	@	Covance, Inc.		4,162,861
	199,040	@	Skilled Healthcare Group, Inc.		1,679,898
	185,000	@	Sun Healthcare Group, Inc.		1,637,250
					21,739,789
			Household Products/Wares: 1.6%
	125,000		Church & Dwight Co., Inc.		7,015,000
					7,015,000
			Insurance: 1.1%
	65,000	@,@@	Arch Capital Group Ltd.		4,556,500
	10,000		Brown & Brown, Inc.		209,000
					4,765,500
			Internet: 2.1%
	80,000	@	Blue Nile, Inc.		1,959,200
	24,870	@	Emdeon Corp.		260,140
	120,000	@	Equinix, Inc.		6,382,800
	143,446	@	TechTarget, Inc.		619,687
	11,537	@	WebMD Health Corp.		272,158
					9,493,985
			Lodging: 2.9%
	350,000		Choice Hotels International, Inc.		10,521,000
	55,000	@	Wynn Resorts Ltd.		2,324,300
					12,845,300
			Machinery-Diversified: 0.2%
	30,761		Lindsay Manufacturing Co.		977,892
					977,892

See Accompanying Notes to Financial Statements
121

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Media: 1.4%
	125,000	@,@@	Central European Media Enterprises Ltd.	$	2,715,000
	78,300		Factset Research Systems, Inc.		3,463,992
					6,178,992
			Metal Fabricate/Hardware: 1.0%
	125,000		Kaydon Corp.		4,293,750
					4,293,750
			Miscellaneous Manufacturing: 0.8%
	194,267		American Railcar Industries, Inc.		2,045,632
	150,000	@	Colfax Corp.		1,558,500
					3,604,132
			Oil & Gas: 3.1%
	275,000	@	Encore Acquisition Co.		7,018,000
	175,000		Helmerich & Payne, Inc.		3,981,250
	45,000		Range Resources Corp.		1,547,550
	45,000	@	Whiting Petroleum Corp.		1,505,700
					14,052,500
			Oil & Gas Services: 3.7%
	80,000		Core Laboratories NV		4,788,800
	150,000	@	FMC Technologies, Inc.		3,574,500
	115,000	@	SEACOR Holdings, Inc.		7,664,750
	90,000	@	Tetra Technologies, Inc.		437,400
					16,465,450
			Pharmaceuticals: 1.5%
	335,228	@	VCA Antech, Inc.		6,664,333
					6,664,333
			Real Estate: 0.5%
	509,568	@	CB Richard Ellis Group, Inc.		2,201,334
					2,201,334
			Retail: 10.5%
	70,000	@	Carmax, Inc.		551,600
	200,400	@	Cheesecake Factory		2,024,040
	5,735	@@	China Nepstar Chain Drugstore Ltd. ADR		28,962
	275,000	@	Copart, Inc.		7,477,250
	575,000	@	Dick's Sporting Goods, Inc.		8,113,250
	250,000	@	J Crew Group, Inc.		3,050,000
	150,000		MSC Industrial Direct Co.		5,524,500
	215,000	@	Panera Bread Co.		11,231,600
	500,000		Penske Auto Group, Inc.		3,840,000
	300,000	@	Sonic Corp.		3,651,000
	49,884		Tiffany & Co.		1,178,759
					46,670,961
			Software: 2.8%
	125,225	@	Advent Software, Inc.		2,500,743
	563,875	@	MSCI, Inc. - Class A		10,014,420
					12,515,163
			Telecommunications: 0.6%
	151,764	@	SBA Communications Corp.		2,476,788
					2,476,788
			Textiles: 1.6%
	167,547	@	Mohawk Industries, Inc.		7,199,495
					7,199,495

Value

Toys/Games/Hobbies: 1.5%

225,000

Marvel Entertainment, Inc.

6,918,750

6,918,750

Transportation: 2.6%

300,000

Genesee & Wyoming, Inc.

9,150,000

60,000

Landstar System, Inc.

2,305,800

11,455,800

Total Common Stock
(Cost $411,555,647)

386,579,066

REAL ESTATE INVESTMENT TRUSTS: 2.8%

Diversified: 1.4%

200,000

Digital Realty Trust, Inc.

6,570,000

6,570,000

Single Tenant: 1.4%

24,300

Alexander's, Inc.

6,194,070

6,194,070

Total Real Estate
Investment Trusts
(Cost $14,751,426)

12,764,070

Total Long-Term Investments
(Cost $426,307,073)

399,343,136

SHORT-TERM INVESTMENTS: 9.6%
		Affiliated Mutual Fund: 9.6%
	42,852,540	ING Institutional Prime Money Market Fund - Class I	42,852,540
Total Short-Term Investments (Cost $42,852,540)			42,852,540

Total Investments in Securities (Cost $469,159,613)*	99.0	%	$	442,195,676
Other Assets and Liabilities - Net	1.0			4,378,387
Net Assets	100.0	%	$	446,574,063

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

* Cost for federal income tax purposes is $469,165,791.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	54,544,966
Gross Unrealized Depreciation		(81,515,081	)
Net Unrealized Depreciation	$	(26,970,115	)

See Accompanying Notes to Financial Statements
122

ING BARON SMALL CAP PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	442,195,676	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	442,195,676	$	—

See Accompanying Notes to Financial Statements
123

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 89.7%
			Aerospace/Defense: 2.4%
	8,090	@	AAR Corp.	$	148,937
	232,000	@	BE Aerospace, Inc.		1,784,080
	99,450	@	Esterline Technologies Corp.		3,768,161
	9,540		Kaman Corp.		172,960
	3,280	@	Moog, Inc.		119,950
	71,000		Triumph Group, Inc.		3,014,660
					9,008,748
			Agriculture: 0.9%
	8,352	@	Maui Land & Pineapple Co.		112,167
	111,000		Universal Corp.		3,315,570
					3,427,737
			Airlines: 1.7%
	259,000	@	Airtran Holdings, Inc.		1,149,960
	282,000	@	Delta Airlines, Inc.		3,231,720
	7,502	@	Republic Airways Holdings, Inc.		80,046
	14,682		Skywest, Inc.		273,085
	149,000	@	UAL Corp.		1,641,980
					6,376,791
			Apparel: 0.6%
	4,938	@	Hampshire Group Ltd.		19,752
	110,000	@	Warnaco Group, Inc.		2,159,300
	9,412		Wolverine World Wide, Inc.		198,028
					2,377,080
			Auto Parts & Equipment: 0.1%
	7,390		BorgWarner, Inc.		160,880
					160,880
			Banks: 12.2%
	5,780		Bancfirst Corp.		305,878
	189,897		Bancorpsouth, Inc.		4,435,994
	18,950		BancTrust Financial Group, Inc.		279,702
	27,232		Bank Mutual Corp.		314,257
	21,212		Bank of Granite Corp.		51,969
	11,392		Bryn Mawr Bank Corp.		228,979
	16,490		Capital Corp. of the West		15,501
	14,100		Capitol Bancorp., Ltd.		109,980
	15,652		Chemical Financial Corp.		436,378
	11,820		Columbia Banking System, Inc.		141,013
	180,000		Community Bank System, Inc.		4,390,200
	7,322		Community Trust Bancorp., Inc.		269,084
	43,336		Corus Bankshares, Inc.		48,103
	259,000		East-West Bancorp., Inc.		4,136,230
	2,252		First Citizens BancShares, Inc.		344,106
	9,541		First Financial Corp.		391,086
	315,694		First Horizon National Corp.		3,336,886
	187,000		First Midwest Bancorp., Inc.		3,734,390
	74		First National Bank of Alaska		117,660
	310,000		Fulton Financial Corp.		2,982,200
	161,300		Independent Bank Corp.		4,219,608
	11,082		Merchants Bancshares, Inc.		208,231
	12,380		Northrim Bancorp, Inc.		127,019
	165,000		Pacific Capital Bancorp.		2,785,200
	94,000		Prosperity Bancshares, Inc.		2,781,460
	33,600		South Financial Group, Inc.		145,152
	17,060		Sterling Bancorp.		239,352
	211,600		Susquehanna Bancshares, Inc.		3,366,556
	12,960		Taylor Capital Group, Inc.		75,816
	187,355	@	Texas Capital Bancshares, Inc.		2,503,063

Shares				Value
	22,210		Trustco Bank Corp.	$	211,217
	205,321		Umpqua Holdings Corp.		2,970,995
	15,352		West Coast Bancorp.		101,170
	14,502		Whitney Holding Corp.		231,887
					46,036,322
			Building Materials: 2.0%
	27,487	@	Builders FirstSource, Inc.		42,055
	310,000		Comfort Systems USA, Inc.		3,304,600
	104,446		Eagle Materials, Inc.		1,922,851
	7,180		Lennox International, Inc.		231,842
	9,552	@	NCI Building Systems, Inc.		155,698
	62,000		Simpson Manufacturing Co., Inc.		1,721,120
	4,822		Universal Forest Products, Inc.		129,760
					7,507,926
			Chemicals: 2.8%
	5,950		Cytec Industries, Inc.		126,259
	19,150		HB Fuller Co.		308,507
	245,000		Olin Corp.		4,429,600
	107,740	@	OM Group, Inc.		2,274,391
	325,000	@	Rockwood Holdings, Inc.		3,510,000
					10,648,757
			Commercial Services: 5.6%
	224,340		ABM Industries, Inc.		4,273,677
	70,000		Bowne & Co., Inc.		411,600
	268,250	@	CBIZ, Inc.		2,320,363
	12,527		CDI Corp.		162,099
	9,450	@	Consolidated Graphics, Inc.		213,948
	172,000	@	Cornell Cos., Inc.		3,197,480
	23,622	@	Cross Country Healthcare, Inc.		207,637
	140,000		Deluxe Corp.		2,094,400
	12,970	@	Korn/Ferry International		148,117
	5,730		MAXIMUS, Inc.		201,180
	14,360		Monro Muffler, Inc.		366,180
	39,802	@	MPS Group, Inc.		299,709
	13,212	@	Parexel International Corp.		128,289
	17,682	@	Rent-A-Center, Inc.		312,087
	8,662		Sotheby's		77,005
	640,000		Stewart Enterprises, Inc.		1,926,400
	10,177	@	TeleTech Holdings, Inc.		84,978
	95,000		Watson Wyatt Worldwide, Inc.		4,542,900
					20,968,049
			Computers: 2.4%
	636,882	@	Brocade Communications Systems, Inc.		1,783,270
	5,212	@	CACI International, Inc.		235,009
	13,212	@	Electronics for Imaging		126,307
	280,149	@	Insight Enterprises, Inc.		1,933,028
	6,630		Jack Henry & Associates, Inc.		128,688
	391,660	@	Mentor Graphics Corp.		2,024,882
	101,870		MTS Systems Corp.		2,713,817
					8,945,001
			Cosmetics/Personal Care: 0.5%
	260,000		Inter Parfums, Inc.		1,996,800
					1,996,800
			Distribution/Wholesale: 1.6%
	28,187	@	Brightpoint, Inc.		122,613
	140,000		Houston Wire & Cable Co.		1,303,400
	103,780		Owens & Minor, Inc.		3,907,317

See Accompanying Notes to Financial Statements
124

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares					Value
				Distribution/Wholesale (continued)
	5,150	@		United Stationers, Inc.	$	172,474
	8,722			Watsco, Inc.		334,925
						5,840,729
				Diversified Financial Services: 1.6%
	6,990			Federated Investors, Inc.		118,550
	14,400			Janus Capital Group, Inc.		115,632
	250,000	@		Knight Capital Group, Inc.		4,037,500
	485,000			National Financial Partners Corp.		1,474,400
	6,458	@		Piper Jaffray Cos.		256,770
						6,002,852
				Electric: 3.0%
	8,330			Allete, Inc.		268,809
	15,350			Avista Corp.		297,483
	11,270			Black Hills Corp.		303,839
	9,100			CH Energy Group, Inc.		467,649
	15,910	@		El Paso Electric Co.		287,812
	9,740			Great Plains Energy, Inc.		188,274
	6,422			Hawaiian Electric Industries		142,183
	95,000			Integrys Energy Group, Inc.		4,083,100
	2,692			Maine & Maritimes Corp.		104,584
	8,190			MGE Energy, Inc.		270,270
	11,660			NorthWestern Corp.		273,660
	8,652			UIL Holdings Corp.		259,820
	214,000			Westar Energy, Inc.		4,389,140
						11,336,623
				Electrical Components & Equipment: 1.3%
	8,222	@		Advanced Energy Industries, Inc.		81,809
	8,132			Belden CDT, Inc.		169,796
	385,000	@		C&D Technologies, Inc.		1,205,050
	26,110	@		GrafTech International Ltd.		217,235
	142,200			Insteel Industries, Inc.		1,605,438
	390,000	@,@@		JA Solar Holdings Co., Ltd. ADR		1,704,300
						4,983,628
				Electronics: 3.9%
	4,252			Analogic Corp.		115,995
	4,380			Bel Fuse, Inc.		92,856
	21,620	@		Benchmark Electronics, Inc.		276,087
	144,000	@		FEI Co.		2,715,840
	297,992	@@		Nam Tai Electronics, Inc.		1,638,956
	6,362	@		Plexus Corp.		107,836
	146,500	@		Rofin-Sinar Technologies, Inc.		3,014,970
	114,000	@		Rogers Corp.		3,165,780
	98,740	@		Varian, Inc.		3,308,777
	4,242		��	Woodward Governor Co.		97,651
						14,534,748
				Engineering & Construction: 1.3%
	14,842	@		Dycom Industries, Inc.		122,001
	190,610	@		EMCOR Group, Inc.		4,275,382
	10,790			KBR, Inc.		164,008
	12,160	@,@@		Khd Humboldt Wedag International		135,827
						4,697,218
				Entertainment: 0.7%
	115,000	@		Bally Technologies, Inc.		2,763,450
						2,763,450

Shares				Value
			Environmental Control: 0.0%
	16,102	@	Casella Waste Systems, Inc.	$	65,696
					65,696
			Food: 3.6%
	91,000		Corn Products International, Inc.		2,625,350
	5,350		Flowers Foods, Inc.		130,326
	11,212	@,@@	Fresh Del Monte Produce, Inc.		251,373
	400,000	@	Great Atlantic & Pacific Tea Co.		2,508,000
	5,650		J&J Snack Foods Corp.		202,722
	3,402		Lancaster Colony Corp.		116,689
	11,060		Lance, Inc.		253,716
	3,300	@	Ralcorp Holdings, Inc.		192,720
	7,532		Ruddick Corp.		208,260
	75,000		Sanderson Farms, Inc.		2,592,000
	6,070		Spartan Stores, Inc.		141,128
	12,020		Weis Markets, Inc.		404,233
	9,480		Whole Foods Market, Inc.		89,491
	235,000	@	Winn-Dixie Stores, Inc.		3,783,500
					13,499,508
			Forest Products & Paper: 0.7%
	15,793	@	Clearwater Paper Corp.		132,503
	24,512	@	Mercer International, Inc.		47,063
	126,986		Schweitzer-Mauduit International, Inc.		2,542,260
					2,721,826
			Gas: 2.2%
	170,000		Atmos Energy Corp.		4,029,000
	105,000		New Jersey Resources Corp.		4,131,750
					8,160,750
			Healthcare-Products: 2.8%
	121,000	@	Conmed Corp.		2,896,740
	73,000	@	Haemonetics Corp.		4,124,500
	3,141		Hill-Rom Holdings, Inc.		51,701
	210,000		Invacare Corp.		3,259,200
	9,457		Steris Corp.		225,928
					10,558,069
			Healthcare-Services: 3.3%
	7,700	@	Amsurg Corp.		179,718
	180,000	@	Centene Corp.		3,547,800
	9,832	@	Gentiva Health Services, Inc.		287,684
	5,930	@	Healthspring, Inc.		118,422
	214,642	@	Kindred Healthcare, Inc.		2,794,639
	112,960	@	Magellan Health Services, Inc.		4,423,514
	34,760	@	Novamed, Inc.		120,270
	5,480	@	Pediatrix Medical Group, Inc.		173,716
	17,512	@	RehabCare Group, Inc.		265,482
	19,510	@	Res-Care, Inc.		293,040
	9,430	@	US Physical Therapy, Inc.		125,702
					12,329,987
			Home Builders: 0.0%
	4,822	@	Cavco Industries, Inc.		129,664
					129,664
			Home Furnishings: 0.1%
	5,070		Ethan Allen Interiors, Inc.		72,856
	10,890		Furniture Brands International, Inc.		24,067
	5,204	@	Universal Electronics, Inc.		84,409
					181,332

See Accompanying Notes to Financial Statements
125

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Household Products/Wares: 2.2%
	22,412		American Greetings Corp.	$	169,659
	6,162		CSS Industries, Inc.		109,314
	230,000	@	Helen of Troy Ltd.		3,992,800
	173,000		Tupperware Corp.		3,927,100
					8,198,873
			Insurance: 7.9%
	288,000		AMBAC Financial Group, Inc.		374,400
	135,000	@,@@	Argo Group International Holdings Ltd.		4,579,194
	150,000		Arthur J. Gallagher & Co.		3,886,500
	148,000	@@	Aspen Insurance Holdings Ltd.		3,589,000
	10,362		Baldwin & Lyons, Inc.		188,485
	18,982	@	CNA Surety Corp.		364,454
	95,800		Delphi Financial Group		1,766,552
	11,179	@	eHealth, Inc.		148,457
	11,340		EMC Insurance Group, Inc.		290,871
	8,534		FBL Financial Group, Inc.		131,850
	91,000		First American Corp.		2,628,990
	19,525		Genworth Financial, Inc.		55,256
	6,180		Harleysville Group, Inc.		214,631
	22,672		Horace Mann Educators Corp.		208,356
	261,800		MGIC Investment Corp.		911,064
	1,150		National Western Life Insurance Co.		194,546
	6,130	@	Navigators Group, Inc.		336,598
	53,000		NYMAGIC, Inc.		1,009,650
	45,972		Phoenix Cos., Inc.		150,328
	128,000	@@	Platinum Underwriters Holdings Ltd.		4,618,240
	49,772	@,@@	RAM Holdings Ltd.		18,416
	3,922		RLI Corp.		239,870
	8,252		Safety Insurance Group, Inc.		314,071
	11,392		Selective Insurance Group		261,219
	11,942		Stewart Information Services Corp.		280,518
	36,107	@,@@	United America Indemnity Ltd.		462,531
	4,337		United Fire & Casualty Co.		134,751
	80,000		Zenith National Insurance Corp.		2,525,600
					29,884,398
			Internet: 0.0%
	6,652		Nutri/System, Inc.		97,053
					97,053
			Investment Companies: 0.7%
	269,800		Apollo Investment Corp.		2,511,838
	27,430		Medallion Financial Corp.		209,291
					2,721,129
			Iron/Steel: 0.8%
	5,450		Carpenter Technology Corp.		111,943
	3,980		Schnitzer Steel Industries, Inc.		149,847
	230,000		Steel Dynamics, Inc.		2,571,400
					2,833,190
			Leisure Time: 0.0%
	19,365		Brunswick Corp.		81,527
					81,527
			Machinery-Construction & Mining: 0.1%
	5,439	@	Astec Industries, Inc.		170,404
					170,404

Shares				Value
			Machinery-Diversified: 0.5%
	79,000	@	AGCO Corp.	$	1,863,610
	5,040	@	Kadant, Inc.		67,939
	6,750		Robbins & Myers, Inc.		109,148
					2,040,697
			Media: 0.8%
	275,000		World Wrestling Entertainment, Inc.		3,047,000
					3,047,000
			Metal Fabricate/Hardware: 0.1%
	4,942	@	Haynes International, Inc.		121,672
	4,459	@	LB Foster Co.		139,478
	16,292		Worthington Industries		179,538
					440,688
			Mining: 0.1%
	20,175	@@	Harry Winston Diamon Corp.		92,603
	12,990	@	RTI International Metals, Inc.		185,887
					278,490
			Miscellaneous Manufacturing: 0.8%
	2,645		Ameron International Corp.		166,423
	95,000	@	AZZ, Inc.		2,384,500
	10,362	@	EnPro Industries, Inc.		223,197
	6,908		Freightcar America, Inc.		126,209
	4,390		Harsco Corp.		121,515
	13,972		Movado Group, Inc.		131,197
					3,153,041
			Oil & Gas: 1.2%
	4,042	@	Comstock Resources, Inc.		190,985
	200,000	@	EXCO Resources, Inc.		1,812,000
	12,330		Holly Corp.		224,776
	5,392		Patterson-UTI Energy, Inc.		62,062
	71,672	@	Stone Energy Corp.		789,825
	88,002	@	Swift Energy Co.		1,479,314
					4,558,962
			Oil & Gas Services: 0.9%
	163,000	@	Complete Production Services, Inc.		1,328,450
	3,850		Lufkin Industries, Inc.		132,825
	109,000	@	Oil States International, Inc.		2,037,210
	16,690	@	T.G.C. Industries, Inc.		34,548
					3,533,033
			Packaging & Containers: 2.1%
	185,000	@	Crown Holdings, Inc.		3,552,000
	4,042		Greif, Inc. - Class A		135,124
	9,550		Greif, Inc. - Class B		324,700
	9,420		Packaging Corp. of America		126,793
	107,000		Rock-Tenn Co.		3,657,260
					7,795,877
			Pharmaceuticals: 0.8%
	7,590	@	NBTY, Inc.		118,784
	172,312	@	PharMerica Corp.		2,700,129
					2,818,913
			Real Estate: 0.0%
	4,066	@	Avatar Holdings, Inc.		107,830
					107,830

See Accompanying Notes to Financial Statements
126

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Retail: 3.9%
	17,216	@	America's Car-Mart, Inc.	$	237,753
	30,111	@	Benihana, Inc. - Class A		63,233
	6,880	@	BJ's Wholesale Club, Inc.		235,709
	8,220		Bob Evans Farms, Inc.		167,935
	270,000		Brown Shoe Co., Inc.		2,286,900
	5,260		Casey's General Stores, Inc.		119,770
	12,702		Cash America International, Inc.		347,400
	6,740	@	CEC Entertainment, Inc.		163,445
	10,630		Foot Locker, Inc.		78,024
	375,800	@	HOT Topic, Inc.		3,483,666
	7,040	@	Jack in the Box, Inc.		155,514
	10,982		Landry's Restaurants, Inc.		127,391
	235,000		Nu Skin Enterprises, Inc.		2,451,050
	22,270		OfficeMax, Inc.		170,143
	170,000	@	Papa John's International, Inc.		3,133,100
	6,230		Phillips-Van Heusen		125,410
	700,000	@	Pier 1 Imports, Inc.		259,000
	7,900	@	Red Robin Gourmet Burgers, Inc.		132,957
	7,936		Regis Corp.		115,310
	20,242	@	Saks, Inc.		88,660
	11,110	@	Shoe Carnival, Inc.		106,101
	140,000		Sonic Automotive, Inc.		557,200
	7,390	@	Zale Corp.		24,609
					14,630,280
			Savings & Loans: 2.4%
	19,292		BankFinancial Corp.		196,585
	23,362	@	Beneficial Mutual Bancorp, Inc.		262,823
	291,300		Brookline Bancorp., Inc.		3,102,345
	18,970		Clifton Savings Bancorp, Inc.		224,984
	12,652		ESSA Bancorp, Inc.		178,773
	240,000		First Niagara Financial Group, Inc.		3,880,800
	150		Flagstar Bancorp., Inc.		107
	24,232		Home Federal Bancorp, Inc.		259,767
	13,140		Northfield Bancorp, Inc.		147,825
	15,632		United Financial Bancorp, Inc.		236,668
	16,760		Washington Federal, Inc.		250,730
	28,140		Westfield Financial, Inc.		290,405
					9,031,812
			Semiconductors: 1.7%
	15,342	@	Actel Corp.		179,808
	8,130	@	ATMI, Inc.		125,446
	17,352	@	Emulex Corp.		121,117
	25,182	@	Fairchild Semiconductor International, Inc.		123,140
	287,295		IXYS Corp.		2,373,057
	29,222	@	Kulicke & Soffa Industries, Inc.		49,677
	29,580	@	Mattson Technology, Inc.		41,708
	8,340	@	MKS Instruments, Inc.		123,349
	11,512	@	QLogic Corp.		154,721
	424,660	@	Skyworks Solutions, Inc.		2,352,616
	7,810	@	Standard Microsystems Corp.		127,615
	260,000	@	Ultra Clean Holdings		522,600
	3,220	@	Varian Semiconductor Equipment Associates, Inc.		58,346
	15,831	@	Zoran Corp.		108,126
					6,461,326
			Software: 1.3%
	270,000	@	Ariba, Inc.		1,946,700
	9,492	@	CSG Systems International		165,825
	456,229	@	Lawson Software, Inc.		2,162,525

Shares				Value
	21,950	@	MSCSoftware Corp.	$	146,626
	5,760	@	Progress Software Corp.		110,938
	4,400	@	SPSS, Inc.		118,624
	10,582	@	Sybase, Inc.		262,116
					4,913,354
			Telecommunications: 0.9%
	21,010	@	ADC Telecommunications, Inc.		114,925
	13,720	@	Anaren, Inc.		163,954
	6,750	@	Anixter International, Inc.		203,310
	7,350		Black Box Corp.		191,982
	16,000	@	Ciena Corp.		107,200
	1,010,000	@	Cincinnati Bell, Inc.		1,949,300
	2,760	@	Comtech Telecommunications		126,463
	13,590	@	CPI International, Inc.		117,689
	17,182	@	Syniverse Holdings, Inc.		205,153
	42,690	@	Tellabs, Inc.		175,883
	12,642		Warwick Valley Telephone Co.		115,548
					3,471,407
			Transportation: 2.3%
	226,726		General Maritime Corp.		2,448,641
	6,662	@	Genesee & Wyoming, Inc.		203,191
	12,652		Heartland Express, Inc.		199,396
	7,550		Knight Transportation, Inc.		121,706
	94,670	@@	Nordic American Tanker Shipping		3,195,113
	2,332		Ryder System, Inc.		90,435
	5,262		Tidewater, Inc.		211,901
	124,962		Werner Enterprises, Inc.		2,166,841
					8,637,224
			Trucking & Leasing: 0.9%
	110,000		GATX Corp.		3,406,700
					3,406,700
			Water: 0.0%
	4,830	@	Pico Holdings, Inc.		128,381
					128,381
			Total Common Stock (Cost $448,203,406)		337,701,760
REAL ESTATE INVESTMENT TRUSTS: 8.0%
			Apartments: 0.8%
	86,000		Mid-America Apartment Communities, Inc.		3,195,760
					3,195,760
			Diversified: 0.9%
	99,000		Digital Realty Trust, Inc.		3,252,150
	11,850		Duke Realty Corp.		129,876
	17,732		DuPont Fabros Technology, Inc.		36,705
					3,418,731
			Health Care: 2.3%
	178,000		LTC Properties, Inc.		3,609,840
	9,980		National Health Investors, Inc.		273,751
	275,000		Omega Healthcare Investors, Inc.		4,391,750
	8,340		Universal Health Realty Income Trust		274,469
					8,549,810

See Accompanying Notes to Financial Statements
127

ING COLUMBIA PORTFOLIO OF INVESTMENTS
SMALL CAP VALUE II PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares			Value
		Hotels: 0.8%
	36,732	DiamondRock Hospitality Co.	$	186,231
	245,695	LaSalle Hotel Properties		2,714,930
	21,200	Sunstone Hotel Investors, Inc.		131,228
				3,032,389
		Manufactured Homes: 0.1%
	16,792	Sun Communities, Inc.		235,088
				235,088
		Mortgage: 0.7%
	249,159	Capstead Mortgage Corp.		2,683,442
				2,683,442
		Office Property: 1.2%
	65,000	Alexandria Real Estate Equities, Inc.		3,922,100
	23,810	Franklin Street Properties Corp.		351,198
	3,310	Mack-Cali Realty Corp.		81,095
				4,354,393
		Paper & Related Products: 0.1%
	11,632	Potlatch Corp.		302,548
				302,548
		Shopping Centers: 0.9%
	89,000	Tanger Factory Outlet Centers, Inc.		3,348,180
	15,372	Urstadt Biddle Properties, Inc.		244,876
				3,593,056
		Single Tenant: 0.1%
	7,752	Getty Realty Corp.		163,257
	13,260	Realty Income Corp.		306,969
				470,226
		Warehouse/Industrial: 0.1%
	40,562	DCT Industrial Trust, Inc.		205,244
				205,244
		Total Real Estate Investment Trusts (Cost $34,843,618)		30,040,687
		Total Long-Term Investments (Cost $483,047,024)		367,742,447

SHORT-TERM INVESTMENTS: 1.8%
		Affiliated Mutual Fund: 1.8%
	6,762,892	ING Institutional Prime Money Market Fund - Class I	6,762,892
Total Short-Term Investments (Cost $6,762,892)			6,762,892

Total Investments in Securities (Cost $489,809,916)*	99.5	%	$	374,505,339
Other Assets and Liabilities - Net	0.5			1,920,276
Net Assets	100.0	%	$	376,425,615

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

* Cost for federal income tax purposes is $497,345,257.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	8,765,224
Gross Unrealized Depreciation		(131,605,142	)
Net Unrealized Depreciation	$	(122,839,918	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	374,505,339	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	374,505,339	$	—

See Accompanying Notes to Financial Statements
128

PORTFOLIO OF INVESTMENTS
ING DAVIS NEW YORK VENTURE PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 89.8%
			Agriculture: 3.5%
	14,500		Altria Group, Inc.	$	218,370
	280,302		Philip Morris International, Inc.		12,195,940
					12,414,310
			Auto Manufacturers: 0.1%
	15,760		Paccar, Inc.		450,736
					450,736
			Banks: 12.2%
	330,650		Bank of New York Mellon Corp.		9,367,315
	135,360		Citigroup, Inc.		908,266
	12,900		Goldman Sachs Group, Inc.		1,088,631
	469,400		JPMorgan Chase & Co.		14,800,182
	17,100		Morgan Stanley		274,284
	18,950		State Street Corp.		745,304
	101,090		Wachovia Corp.		560,039
	519,340		Wells Fargo & Co.		15,310,138
					43,054,159
			Beverages: 2.3%
	95,000	@@	Diageo PLC ADR		5,390,300
	92,600	@@	Heineken Holding NV		2,645,081
					8,035,381
			Building Materials: 0.6%
	22,300		Martin Marietta Materials, Inc.		2,164,884
					2,164,884
			Chemicals: 0.5%
	24,500		Monsanto Co.		1,723,575
					1,723,575
			Coal: 0.3%
	1,390,500	@@	China Coal Energy Co. - Shares H		1,123,740
					1,123,740
			Commercial Services: 4.4%
	468,010	@@	Cosco Pacific Ltd.		481,192
	286,000		H&R Block, Inc.		6,497,920
	238,650	@	Iron Mountain, Inc.		5,901,815
	102,800		Moody's Corp.		2,065,252
	12,400		Visa, Inc.		650,380
					15,596,559
			Computers: 1.5%
	103,300	@	Dell, Inc.		1,057,792
	117,700		Hewlett-Packard Co.		4,271,333
					5,329,125
			Cosmetics/Personal Care: 2.2%
	39,260		Avon Products, Inc.		943,418
	109,150		Procter & Gamble Co.		6,747,653
					7,691,071
			Diversified Financial Services: 3.3%
	484,220		American Express Co.		8,982,282
	69,830		Ameriprise Financial, Inc.		1,631,229
	33,600		Discover Financial Services		320,208
	101,800	@	E*Trade Financial Corp.		117,070
	50,285		Merrill Lynch & Co., Inc.		585,317
					11,636,106

Shares				Value
			Electric: 0.4%
	160,200	@	AES Corp.	$	1,320,048
					1,320,048
			Electronics: 1.2%
	157,468	@	Agilent Technologies, Inc.		2,461,225
	20,900	@@	Garmin Ltd.		400,653
	79,535	@@	Tyco Electronics Ltd.		1,289,262
					4,151,140
			Engineering & Construction: 0.1%
	33,170	@@	ABB Ltd. ADR		497,882
					497,882
			Food: 0.4%
	28,950		Hershey Co.		1,005,723
	30,100		Whole Foods Market, Inc.		284,144
					1,289,867
			Food Service: 0.0%
	5,486	X	FHC Delaware, Inc.		55
					55
			Forest Products & Paper: 0.5%
	239,000	@,@@	Sino-Forest Corp.		1,910,838
					1,910,838
			Healthcare-Products: 0.6%
	36,800		Johnson & Johnson		2,201,744
					2,201,744
			Healthcare-Services: 1.4%
	188,400		UnitedHealth Group, Inc.		5,011,440
					5,011,440
			Holding Companies-Diversified: 0.5%
	918,166	@@	China Merchants Holdings International Co., Ltd.		1,793,116
					1,793,116
			Housewares: 0.1%
	13,500	@@	Hunter Douglas NV		444,432
					444,432
			Insurance: 10.6%
	372,450		American International Group, Inc.		584,747
	142	@	Berkshire Hathaway, Inc. - Class A		13,717,200
	168	@	Berkshire Hathaway, Inc. - Class B		539,952
	7,555	@@	Everest Re Group Ltd.		575,238
	286,149		Loews Corp.		8,083,709
	930	@	Markel Corp.		278,070
	28,060		MBIA, Inc.		114,204
	242,600	@@	Nipponkoa Insurance Co., Ltd.		1,887,381
	31,700		Principal Financial Group, Inc.		715,469
	497,080		Progressive Corp.		7,361,755
	17,000	@@	Sun Life Financial, Inc.		393,380
	77,070		Transatlantic Holdings, Inc.		3,087,424
					37,338,529

See Accompanying Notes to Financial Statements
129

PORTFOLIO OF INVESTMENTS
ING DAVIS NEW YORK VENTURE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Internet: 1.8%
	35,150	@	Amazon.com, Inc.	$	1,802,492
	50,170	@	eBay, Inc.		700,373
	12,011	@	Google, Inc. - Class A		3,695,184
	70,200	@	Liberty Media Corp. - Interactive - Class A		219,024
					6,417,073
			Leisure Time: 0.5%
	111,500		Harley-Davidson, Inc.		1,892,155
					1,892,155
			Media: 4.9%
	486,471		Comcast Corp. - Special Class A		7,856,507
	253,100	@@	Grupo Televisa SA ADR		3,781,314
	10,500	@@	Lagardere SCA		426,596
	56,760	@	Liberty Media Corp. - Entertainment		992,165
	421,770		News Corp. - Class A		3,833,889
	8,000	@@	WPP PLC ADR		236,720
					17,127,191
			Mining: 1.5%
	53,500	@@	BHP Billiton PLC		1,037,665
	22,500	@@	Rio Tinto PLC		500,098
	52,650		Vulcan Materials Co.		3,663,387
					5,201,150
			Miscellaneous Manufacturing: 0.9%
	20,100	@@	Siemens AG		1,516,355
	82,165	@@	Tyco International Ltd.		1,774,764
					3,291,119
			Oil & Gas: 14.9%
	142,810	@@	Canadian Natural Resources Ltd.		5,709,544
	273,100		ConocoPhillips		14,146,580
	177,920		Devon Energy Corp.		11,691,123
	138,700		EOG Resources, Inc.		9,234,646
	163,130		Occidental Petroleum Corp.		9,786,169
	1,600	@,@@	OGX Petroleo e Gas Participacoes SA		360,899
	36,376	@	Transocean, Ltd.		1,718,766
					52,647,727
			Packaging & Containers: 1.4%
	323,994		Sealed Air Corp.		4,840,470
					4,840,470
			Pharmaceuticals: 3.0%
	62,300		Cardinal Health, Inc.		2,147,481
	69,920	@	Express Scripts, Inc.		3,844,202
	258,555		Schering-Plough Corp.		4,403,192
					10,394,875
			Real Estate: 0.6%
	64,648	@@	Brookfield Asset Management, Inc. - Class A		987,175
	412,000	@@	Hang Lung Group Ltd.		1,258,597
					2,245,772
			Retail: 8.2%
	141,600	@	Bed Bath & Beyond, Inc.		3,599,472
	121,700	@	Carmax, Inc.		958,996

Shares				Value
	294,225		Costco Wholesale Corp.	$	15,446,813
	191,127		CVS Caremark Corp.		5,492,990
	83,050		Lowe's Cos., Inc.		1,787,236
	16,850	@	Sears Holding Corp.		654,960
	49,200		Staples, Inc.		881,664
					28,822,131
			Semiconductors: 1.6%
	361,050		Texas Instruments, Inc.		5,603,496
					5,603,496
			Software: 1.7%
	309,840		Microsoft Corp.		6,023,290
					6,023,290
			Telecommunications: 0.7%
	121,480	@	Cisco Systems, Inc.		1,980,124
	274,900		Sprint Nextel Corp.		503,067
					2,483,191
			Transportation: 1.4%
	738,000	@@	China Shipping Development Co., Ltd.		743,693
	38,357	@@	Kuehne & Nagel International AG		2,484,318
	33,340		United Parcel Service, Inc. - Class B		1,839,034
					5,067,045
Total Common Stock (Cost $471,236,793)					317,235,422
Principal Amount				Value
CONVERTIBLE BONDS: 0.1%
			Forest Products & Paper: 0.1%
$	649,000	@@,#,I	Sino-Forest Corp., 5.000%, due 08/01/13		464,035
Total Convertible Bonds (Cost $649,000)					464,035
Total Long-Term Investments (Cost $471,885,793)					317,699,457

SHORT-TERM INVESTMENTS: 9.0%
		Commercial Paper: 9.0%
	15,248,000	Sanpaolo IMI U.S. Financial Co., 0.350%, due 01/05/09	15,247,259
	16,360,000	Toyota Motor Credit Corp., 0.100%, due 01/02/09	16,359,909
Total Short-Term Investments (Cost $31,607,168)			31,607,168

Total Investments in Securities (Cost $503,492,961)*	98.9	%	$	349,306,625
Other Assets and Liabilities - Net	1.1			3,976,935
Net Assets	100.0	%	$	353,283,560

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

See Accompanying Notes to Financial Statements
130

PORTFOLIO OF INVESTMENTS
ING DAVIS NEW YORK VENTURE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

# Securities with purchases pursuant to Rule 144A 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.

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 $505,990,652.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	1,069,791
Gross Unrealized Depreciation		(157,753,818	)
Net Unrealized Depreciation	$	(156,684,027	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	295,502,803	$	—
Level 2 — Other Significant Observable Inputs		53,803,767		—
Level 3 — Significant Unobservable Inputs		55		—
Total	$	349,306,625	$	—

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the year ended December 31, 2008, was as follows:

	Investments in Securities		Other Financial Instruments*
Beginning Balance at 12/31/07	$	55	$	—
Net Purchases/(Sales)		—		—
Accrued Discounts/(Premiums)		—		—
Total Realized Gain/(Loss)		—		—
Total Unrealized Appreciation/(Depreciation)		—		—
Net Transfers In/(Out) of Level 3		—		—
Ending Balance at 12/31/08	$	55	$	—

For the year ended December 31, 2008, total change in unrealized gain (loss) on Level 3 securities included in the change in net assets was $—. Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

See Accompanying Notes to Financial Statements
131

PORTFOLIO OF INVESTMENTS
ING JPMORGAN MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 90.2%
			Advertising: 1.2%
	145,501	@,L	Clear Channel Outdoor Holdings, Inc.	$	894,832
	22,600	@,L	Lamar Advertising Co.		283,856
	31,600		Omnicom Group		850,672
					2,029,360
			Aerospace/Defense: 1.7%
	34,200	@,L	Alliant Techsystems, Inc.		2,932,992
					2,932,992
			Agriculture: 0.7%
	22,800		Lorillard, Inc.		1,284,780
					1,284,780
			Apparel: 1.7%
	20,100	L	Columbia Sportswear Co.		710,937
	41,600		VF Corp.		2,278,432
					2,989,369
			Auto Manufacturers: 0.2%
	34,200		Oshkosh Truck Corp.		304,038
					304,038
			Auto Parts & Equipment: 0.6%
	60,000		WABCO Holdings, Inc.		947,400
					947,400
			Banks: 4.8%
	47,300	L	Cullen/Frost Bankers, Inc.		2,397,164
	47,251	L	M&T Bank Corp.		2,712,680
	11,900		Northern Trust Corp.		620,466
	177,313	L	Synovus Financial Corp.		1,471,698
	51,800	L	Wilmington Trust Corp.		1,152,032
					8,354,040
			Beverages: 0.5%
	16,275		Brown-Forman Corp.		838,000
					838,000
			Building Materials: 0.6%
	60,800	@,L	Owens Corning, Inc.		1,051,840
					1,051,840
			Chemicals: 4.8%
	14,700		Air Products & Chemicals, Inc.		738,969
	113,408		Albemarle Corp.		2,528,998
	45,100		PPG Industries, Inc.		1,913,593
	27,800		Sherwin-Williams Co.		1,661,050
	33,700		Sigma-Aldrich Corp.		1,423,488
					8,266,098
			Commercial Services: 1.4%
	27,200		H&R Block, Inc.		617,984
	64,084		Total System Services, Inc.		897,176
	58,600		Western Union Co.		840,324
					2,355,484
			Computers: 1.7%
	108,700		Jack Henry & Associates, Inc.		2,109,867
	58,800	@	NCR Corp.		831,432
					2,941,299

Shares				Value
			Distribution/Wholesale: 1.8%
	80,500		Genuine Parts Co.	$	3,047,730
					3,047,730
			Diversified Financial Services: 1.1%
	11,100	@	Affiliated Managers Group, Inc.		465,312
	40,300	L	T. Rowe Price Group, Inc.		1,428,232
					1,893,544
			Electric: 9.8%
	130,092		American Electric Power Co., Inc.		4,329,462
	266,300		CMS Energy Corp.		2,692,293
	31,300		FirstEnergy Corp.		1,520,554
	80,519		Pacific Gas & Electric Co.		3,116,890
	120,000		Westar Energy, Inc.		2,461,200
	154,500		Xcel Energy, Inc.		2,865,975
					16,986,374
			Electronics: 3.4%
	72,700		Amphenol Corp.		1,743,346
	119,800	@	Arrow Electronics, Inc.		2,257,032
	113,300	@@	Tyco Electronics Ltd.		1,836,593
					5,836,971
			Environmental Control: 1.8%
	126,450		Republic Services, Inc.		3,134,696
					3,134,696
			Food: 3.5%
	36,900		JM Smucker Co.		1,599,984
	165,800		Safeway, Inc.		3,941,066
	28,300		Supervalu, Inc.		413,180
					5,954,230
			Gas: 1.8%
	104,600		Energen Corp.		3,067,918
					3,067,918
			Healthcare-Products: 1.2%
	31,000		Becton Dickinson & Co.		2,120,090
					2,120,090
			Healthcare-Services: 2.4%
	44,500	@	Community Health Systems, Inc.		648,810
	87,700	@	Coventry Health Care, Inc.		1,304,976
	79,100	@	Lincare Holdings, Inc.		2,130,163
					4,083,949
			Household Products/Wares: 3.0%
	28,300		Clorox Co.		1,572,348
	76,800		Fortune Brands, Inc.		3,170,304
	38,800	@	Jarden Corp.		446,200
					5,188,852
			Insurance: 12.1%
	116,650		Assurant, Inc.		3,499,500
	124,161		Cincinnati Financial Corp.		3,609,360
	34,300	@@	Everest Re Group Ltd.		2,611,602
	391,950		Old Republic International Corp.		4,672,043
	163,500	I	OneBeacon Insurance Group Ltd.		1,706,940
	96,200	L	Principal Financial Group, Inc.		2,171,234
	86,200		WR Berkley Corp.		2,672,200
					20,942,879

See Accompanying Notes to Financial Statements
132

PORTFOLIO OF INVESTMENTS
ING JPMORGAN MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Lodging: 1.3%
	118,900		Marriott International, Inc.	$	2,312,605
					2,312,605
			Media: 2.3%
	87,900		Cablevision Systems Corp.		1,480,236
	22,400		Scripps Networks Interactive - Class A		492,800
	5,040	L	Washington Post		1,966,860
					3,939,896
			Metal Fabricate/Hardware: 0.9%
	25,280		Precision Castparts Corp.		1,503,654
					1,503,654
			Mining: 0.6%
	32,500	@	Century Aluminum Co.		325,000
	9,700	L	Vulcan Materials Co.		674,926
					999,926
			Miscellaneous Manufacturing: 2.1%
	90,800		Carlisle Cos., Inc.		1,879,560
	53,300		Dover Corp.		1,754,636
					3,634,196
			Oil & Gas: 3.4%
	123,000	@	CVR Energy, Inc.		492,000
	32,400		Devon Energy Corp.		2,129,004
	55,200		Equitable Resources, Inc.		1,851,960
	42,400		Questar Corp.		1,386,056
					5,859,020
			Oil & Gas Services: 0.4%
	96,900	@	Helix Energy Solutions Group, Inc.		701,556
					701,556
			Packaging & Containers: 1.8%
	76,600		Ball Corp.		3,185,794
					3,185,794
			Pharmaceuticals: 0.9%
	67,100	@,L	VCA Antech, Inc.		1,333,948
	19,600	@	Warner Chilcott Ltd.		284,200
					1,618,148
			Pipelines: 3.1%
	48,007	@	Kinder Morgan Management, LLC		1,919,320
	41,600		Oneok, Inc.		1,211,392
	157,397		Williams Cos., Inc.		2,279,109
					5,409,821
			Real Estate: 0.8%
	185,750	@@	Brookfield Properties Co.		1,435,848
					1,435,848
			Retail: 5.3%
	116,523	@,L	Autonation, Inc.		1,151,247
	14,150	@,L	Autozone, Inc.		1,973,501
	16,500	@	Bed Bath & Beyond, Inc.		419,430
	77,900		Burger King Holdings, Inc.		1,860,252
	82,300		Staples, Inc.		1,474,816

Value

64,900

Tiffany & Co.

1,533,587

35,500

TJX Cos., Inc.

730,235

9,143,068

Savings & Loans: 1.2%

114,000

People's United Financial, Inc.

2,032,620

2,032,620

Telecommunications: 2.7%

43,000

CenturyTel, Inc.

1,175,190

100,900

Telephone & Data Systems, Inc.

2,835,290

78,521

Windstream Corp.

722,393

4,732,873

Transportation: 1.1%

98,500

@@,L

Teekay Shipping Corp.

1,935,525

1,935,525

Water: 0.5%

39,800

American Water Works Co., Inc.

831,024

831,024

Total Common Stock
(Cost $219,123,060)

155,827,507

REAL ESTATE INVESTMENT TRUSTS: 5.7%

Diversified: 1.4%

40,900

Vornado Realty Trust

2,468,315

2,468,315

Forestry: 0.3%

14,600

Plum Creek Timber Co., Inc.

507,204

507,204

Health Care: 0.5%

23,500

Ventas, Inc.

788,895

788,895

Paper & Related Products: 0.3%

16,166

Rayonier, Inc.

506,804

506,804

Shopping Centers: 2.4%

116,900

Kimco Realty Corp.

2,136,932

45,000

Regency Centers Corp.

2,101,500

4,238,432

Storage: 0.8%

17,600

Public Storage, Inc.

1,399,200

1,399,200

Total Real Estate
Investment Trusts
(Cost $11,124,480)

9,908,850

Total Long-Term Investments
(Cost $230,247,540)

165,736,357

SHORT-TERM INVESTMENTS: 11.2%

Affiliated Mutual Fund: 3.6%

6,263,329

ING Institutional Prime Money
Market Fund - Class I

6,263,329

Total Mutual Fund
(Cost $6,263,329)

6,263,329

See Accompanying Notes to Financial Statements
133

PORTFOLIO OF INVESTMENTS
ING JPMORGAN MID CAP VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount			Value
		Securities Lending Collateral^cc: 7.6%
$	13,247,554	Bank of New York Mellon Corp. Institutional Cash Reserves	$	13,084,960
Total Securities Lending Collateral (Cost $13,247,554)				13,084,960
Total Short-Term Investments (Cost $19,510,883)				19,348,289

Total Investments in Securities (Cost $249,758,423)*	107.1	%	$	185,084,646
Other Assets and Liabilities - Net	(7.1	)		(12,341,655	)
Net Assets	100.0	%	$	172,742,991

@ Non-income producing security

@@ Foreign Issuer

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, 2008.

* Cost for federal income tax purposes is $254,787,976.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	1,813,695
Gross Unrealized Depreciation		(71,517,025	)
Net Unrealized Depreciation	$	(69,703,330	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	171,999,686	$	—
Level 2 — Other Significant Observable Inputs		13,084,960		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	185,084,646	$	—

See Accompanying Notes to Financial Statements
134

ING LEGG MASON PARTNERS PORTFOLIO OF INVESTMENTS
AGGRESSIVE GROWTH PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 96.2%
			Aerospace/Defense: 4.2%
	310,500		L-3 Communications Holdings, Inc.	$	22,908,690
					22,908,690
			Banks: 0.0%
	2,696		Goldman Sachs Group, Inc.		227,515
					227,515
			Biotechnology: 26.0%
	739,190	@	Amgen, Inc.		42,688,223
	916,200	@	Biogen Idec, Inc.		43,638,606
	746,070	@	Genzyme Corp.		49,516,666
	192,300	@	Vertex Pharmaceuticals, Inc.		5,842,074
					141,685,569
			Computers: 1.6%
	31,500	@	LaserCard Corp.		114,660
	578,800	@	Sandisk Corp.		5,556,480
	637,166		Seagate Technology, Inc.		2,822,645
	83,100		Seagate Technology, Inc. - Escrow		1
					8,493,786
			Diversified Financial Services: 0.8%
	121,200		Cohen & Steers, Inc.		1,331,988
	262,870		Merrill Lynch & Co., Inc.		3,059,807
					4,391,795
			Electronics: 1.7%
	40,000	@	Dolby Laboratories, Inc.		1,310,400
	500,848	@@	Tyco Electronics Ltd.		8,118,746
					9,429,146
			Engineering & Construction: 0.2%
	18,240		Fluor Corp.		818,429
					818,429
			Entertainment: 0.0%
	9,410	@	Ascent Media Corp.		205,514
					205,514
			Healthcare-Products: 4.2%
	216,900	@	BioMimetic Therapeutics, Inc.		1,999,818
	475,848	@@	Covidien Ltd.		17,244,732
	65,000		Johnson & Johnson		3,888,950
					23,133,500
			Healthcare-Services: 6.1%
	1,248,500		UnitedHealth Group, Inc.		33,210,100
					33,210,100
			Internet: 0.4%
	748,275	@	Liberty Media Corp. - Interactive - Class A		2,334,618
					2,334,618
			Media: 16.5%
	1,223,700		Cablevision Systems Corp.		20,607,107
	176,805		CBS Corp. - Class B		1,448,033
	166,450		Comcast Corp. - Class A		2,809,676
	2,016,285		Comcast Corp. - Special Class A		32,563,003

Shares				Value
	94,105	@	Discovery Communications, Inc. - Class A	$	1,332,527
	94,105	@	Discovery Communications, Inc. - Class C		1,260,066
	59,346	@	Liberty Global, Inc.		944,788
	60,213	@	Liberty Global, Inc. - Series C		914,033
	154,855	@	Liberty Media Corp. - Capital Shares A		729,367
	619,420	@	Liberty Media Corp. - Entertainment		10,827,462
	2,466,720	@	Sirius XM Radio, Inc.		296,006
	116,805	@	Viacom - Class B		2,226,303
	585,500		Walt Disney Co.		13,284,995
	91,300		World Wrestling Entertainment, Inc.		1,011,604
					90,254,970
			Miscellaneous Manufacturing: 4.1%
	397,300		Pall Corp.		11,295,239
	500,848	@@	Tyco International Ltd.		10,818,317
					22,113,556
			Oil & Gas: 9.2%
	1,306,000		Anadarko Petroleum Corp.		50,346,300
					50,346,300
			Oil & Gas Services: 6.1%
	386,459	@	National Oilwell Varco, Inc.		9,445,058
	2,207,600	@	Weatherford International Ltd.		23,886,232
					33,331,290
			Pharmaceuticals: 8.6%
	132,500	@	Alkermes, Inc.		1,411,125
	1,302,044	@	Forest Laboratories, Inc.		33,163,061
	92,400	@	Isis Pharmaceuticals, Inc.		1,310,232
	65,832	@@	Teva Pharmaceutical Industries Ltd. ADR		2,802,468
	365,600	@	Valeant Pharmaceuticals International		8,372,240
					47,059,126
			Retail: 0.1%
	188,300	@	Charming Shoppes, Inc.		459,452
					459,452
			Semiconductors: 3.6%
	624,800	@	Broadcom Corp.		10,602,856
	114,000	@	Cree, Inc.		1,809,180
	84,600	@	DSP Group, Inc.		678,492
	434,100		Intel Corp.		6,363,906
					19,454,434
			Software: 1.8%
	95,800	@	Advent Software, Inc.		1,913,126
	320,400	@	Autodesk, Inc.		6,295,860
	91,900		Microsoft Corp.		1,786,536
					9,995,522
			Telecommunications: 1.0%
	114,527	@	Arris Group, Inc.		910,490
	294,900	@@	Nokia OYJ ADR		4,600,440
					5,510,930
Total Common Stock (Cost $630,134,925)					525,364,242

See Accompanying Notes to Financial Statements
135

ING LEGG MASON PARTNERS PORTFOLIO OF INVESTMENTS
AGGRESSIVE GROWTH PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Value

EXCHANGE-TRADED FUNDS: 1.6%

Exchange-Traded Funds: 1.6%

138,800

Powershares QQQ

4,127,912

158,000

Proshares Ultra Oil & Gas

4,564,620

Total Exchange-Traded Funds
(Cost $10,039,095)

8,692,532

Total Long-Term Investments
(Cost $640,174,020)

534,056,774

SHORT-TERM INVESTMENTS: 2.0%

Affiliated Mutual Fund: 2.0%

10,685,626

ING Institutional Prime Money
Market Fund - Class I

10,685,626

Total Mutual Fund
(Cost $10,685,626)

10,685,626

Principal Amount			Value
		Institutional Cash Reserves: 0.0%
$	154,628	Bank of New York Mellon Corp. Institutional Cash Reserves		123,703
Total Institutional Cash Reserves (Cost $154,628)				123,703
Total Short-Term Investments (Cost $10,840,254)				10,809,329

Total Investments in Securities (Cost $651,014,274)*	99.8	%	$	544,866,103
Other Assets and Liabilities - Net	0.2			957,400
Net Assets	100.0	%	$	545,823,503

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

* Cost for federal income tax purposes is $651,438,657.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	34,475,503
Gross Unrealized Depreciation		(141,048,056	)
Net Unrealized Depreciation	$	(106,572,553	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	544,742,400	$	—
Level 2 — Other Significant Observable Inputs		123,703		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	544,866,103	$	—

See Accompanying Notes to Financial Statements
136

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN PARTNERS PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 94.1%
			Aerospace/Defense: 1.8%
	61,100		L-3 Communications Holdings, Inc.	$	4,507,958
					4,507,958
			Banks: 5.4%
	88,700		Bank of America Corp.		1,248,896
	79,000		Bank of New York Mellon Corp.		2,238,070
	481,800		Citigroup, Inc.		3,232,878
	57,550		Goldman Sachs Group, Inc.		4,856,645
	126,800		Morgan Stanley		2,033,872
					13,610,361
			Beverages: 3.5%
	342,242	@	Constellation Brands, Inc.		5,397,156
	207,300	@	Dr Pepper Snapple Group, Inc.		3,368,625
					8,765,781
			Coal: 1.8%
	112,800		Peabody Energy Corp.		2,566,200
	107,400		Walter Industries, Inc.		1,880,574
					4,446,774
			Commercial Services: 3.8%
	131,650		Lender Processing Services, Inc.		3,877,093
	276,200		Moody's Corp.		5,548,858
					9,425,951
			Computers: 1.9%
	105,100	@	Affiliated Computer Services, Inc.		4,829,345
					4,829,345
			Diversified Financial Services: 3.8%
	203,300		American Express Co.		3,771,215
	405,300		Invesco Ltd.		5,852,532
					9,623,747
			Electric: 3.6%
	78,900		FirstEnergy Corp.		3,832,962
	217,000	@	NRG Energy, Inc.		5,062,610
					8,895,572
			Electrical Components & Equipment: 2.2%
	102,500	@	Energizer Holdings, Inc.		5,549,350
					5,549,350
			Engineering & Construction: 5.0%
	252,300	@@	ABB Ltd. ADR		3,787,023
	344,500	@@	Chicago Bridge & Iron Co. NV		3,462,225
	203,200		KBR, Inc.		3,088,640
	228,200	@	McDermott International, Inc.		2,254,616
					12,592,504
			Healthcare-Products: 1.2%
	37,300	@@	Covidien Ltd.		1,351,752
	43,600	@	Zimmer Holdings, Inc.		1,762,312
					3,114,064
			Healthcare-Services: 4.3%
	204,600		Aetna, Inc.		5,831,100
	117,300	@	WellPoint, Inc.		4,941,849
					10,772,949

Shares				Value
			Home Builders: 1.6%
	8,700	@	NVR, Inc.	$	3,969,375
					3,969,375
			Insurance: 6.3%
	158,300		Assurant, Inc.		4,749,000
	2,500	@	Berkshire Hathaway, Inc. - Class B		8,035,000
	87,900		Metlife, Inc.		3,064,194
					15,848,194
			Internet: 1.0%
	185,500	@	Symantec Corp.		2,507,960
					2,507,960
			Iron/Steel: 1.6%
	67,400		Cliffs Natural Resources, Inc.		1,726,114
	62,500		United States Steel Corp.		2,325,000
					4,051,114
			Leisure Time: 0.4%
	52,400		Harley-Davidson, Inc.		889,228
					889,228
			Machinery-Construction & Mining: 1.8%
	266,800	@	Terex Corp.		4,620,976
					4,620,976
			Media: 2.3%
	47,000		Cablevision Systems Corp.		791,480
	215,400		McGraw-Hill Cos., Inc.		4,995,126
					5,786,606
			Metal Fabricate/Hardware: 0.5%
	225,900	@@	Sterlite Industries India Ltd. ADR		1,246,968
					1,246,968
			Mining: 2.8%
	149,600		Freeport-McMoRan Copper & Gold, Inc.		3,656,224
	343,300	@@	Teck Cominco Ltd. - Class B		1,689,036
	183,100	@@	Xstrata PLC		1,713,336
					7,058,596
			Oil & Gas: 14.0%
	136,400	@@	Canadian Natural Resources Ltd.		5,453,272
	231,500	@	Denbury Resources, Inc.		2,527,980
	62,700		EOG Resources, Inc.		4,174,566
	14,400		ExxonMobil Corp.		1,149,552
	127,100		Noble Corp.		2,807,639
	231,900	@@	Petroleo Brasileiro SA ADR		5,679,231
	167,800	@	Southwestern Energy Co.		4,861,166
	154,660	@@	Suncor Energy, Inc.		3,015,870
	225,480	@@	Talisman Energy, Inc.		2,252,545
	92,650		XTO Energy, Inc.		3,267,766
					35,189,587
			Oil & Gas Services: 2.7%
	192,400		Halliburton Co.		3,497,832
	134,800	@	National Oilwell Varco, Inc.		3,294,512
					6,792,344

See Accompanying Notes to Financial Statements
137

ING NEUBERGER PORTFOLIO OF INVESTMENTS
BERMAN PARTNERS PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Pharmaceuticals: 5.4%
	81,900		Cardinal Health, Inc.	$	2,823,093
	278,500	@	NBTY, Inc.		4,358,525
	141,600	@@	Shire PLC ADR		6,340,847
					13,522,465
			Retail: 5.0%
	140,700		Best Buy Co., Inc.		3,955,077
	200,600		JC Penney Co., Inc.		3,951,820
	438,700		Macy's, Inc.		4,540,545
					12,447,442
			Semiconductors: 0.8%
	148,700	@	International Rectifier Corp.		2,007,450
					2,007,450
			Software: 5.4%
	104,200	@,@@	Check Point Software Technologies		1,978,758
	278,800		Fidelity National Information Services, Inc.		4,536,076
	174,480		Microsoft Corp.		3,391,891
	208,310	@	Oracle Corp.		3,693,336
					13,600,061
			Telecommunications: 2.3%
	113,900	@@	China Mobile Ltd. ADR		5,791,815
					5,791,815
			Transportation: 1.9%
	135,500		DryShips, Inc.		1,444,430
	60,750	@@	Frontline Ltd.		1,783,498
	137,972	@@	Ship Finance International Ltd.		1,524,591
					4,752,519
Total Common Stock (Cost $357,946,551)					236,217,056
REAL ESTATE INVESTMENT TRUSTS: 2.0%
			Diversified: 0.3%
	10,900		Vornado Realty Trust		657,815
					657,815
			Mortgage: 1.7%
	278,200		Annaly Capital Management, Inc.		4,415,034
					4,415,034
Total Real Estate Investment Trusts (Cost $4,860,287)					5,072,849

Total Investments in Securities (Cost $362,806,838)*	96.1	%	$	241,289,905
Other Assets and Liabilities - Net	3.9			9,680,414
Net Assets	100.0	%	$	250,970,319

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

* Cost for federal income tax purposes is $415,546,164.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	1,954,392
Gross Unrealized Depreciation		(176,210,651	)
Net Unrealized Depreciation	$	(174,256,259	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	237,793,071	$	—
Level 2 — Other Significant Observable Inputs		3,496,834		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	241,289,905	$	—

See Accompanying Notes to Financial Statements
138

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER GLOBAL PORTFOLIO AS OF DECEMBER 31, 2008

Shares					Value
COMMON STOCK: 97.7%
				Australia: 0.1%
	298,985		L	Aristocrat Leisure Ltd.	$	813,503
						813,503
				Bermuda: 0.2%
	917,600			XL Capital, Ltd.		3,395,120
						3,395,120
				Brazil: 1.4%
	228,700		L	Cia de Bebidas das Americas ADR		10,133,697
	546,600			Empresa Brasileira de Aeronautica SA ADR		8,860,386
						18,994,083
				Canada: 1.1%
	565,100		L	Husky Energy, Inc.		14,130,933
						14,130,933
				Finland: 0.9%
	567,000			Fortum OYJ		12,323,918
						12,323,918
				France: 5.3%
	343,028		L	LVMH Moet Hennessy Louis Vuitton SA		22,989,223
	152,646		@,L	NicOx SA		1,668,011
	214,329			Sanofi-Aventis		13,709,152
	157,458		L	Societe Generale		7,988,302
	351,934			Technip SA		10,805,754
	225,214			Total SA		12,382,069
						69,542,511
				Germany: 6.6%
	170,570			Allianz AG		18,124,555
	394,994			Bayerische Motoren Werke AG		12,330,411
	649,373			SAP AG		23,381,763
	448,622			Siemens AG		33,844,287
						87,681,016
				India: 2.1%
	1,757,913		@,I	Dish TV India Ltd.		727,654
	618,672			Hindustan Lever Ltd.		3,198,701
	6,300		L	ICICI Bank Ltd. ADR		121,275
	762,165			Infosys Technologies Ltd.		17,664,063
	1,622,138		@	Wire and Wireless India Ltd.		410,827
	1,907,076			Zee Telefilms Ltd.		5,501,932
						27,624,452
				Italy: 1.2%
	1,181,700		L	Bulgari S.p.A.		7,530,351
	189,125		L	Tod's S.p.A.		8,231,507
						15,761,858
				Japan: 14.3%
	79,700			Fanuc Ltd.		5,712,242
	621,000			Hoya Corp.		10,846,502
	3,650			KDDI Corp.		26,062,088
	61,230			Keyence Corp.		12,583,498
	98,000			Kyocera Corp.		7,094,984
	1,071,000	��		Mitsubishi Electric Corp.		6,711,692
	376,300			Murata Manufacturing Co., Ltd.		14,755,260
	104,000			Nidec Corp.		4,067,368

Shares				Value
	30,400		Nintendo Co., Ltd.	$	11,617,411
	245,400		Secom Co., Ltd.		12,663,249
	380,100	L	Sega Sammy Holdings, Inc.		4,432,311
	317,571		Seven & I Holdings Co., Ltd.		10,915,421
	492,000		Shionogi & Co., Ltd.		12,705,935
	862,100		Sony Corp.		18,855,776
	1,517		Sony Financial Holdings, Inc.		5,789,555
	3,284	X	Sumitomo Mitsui Financial Group, Inc.		13,076,587
	332,500		Toyota Motor Corp.		10,991,894
					188,881,773
			Mexico: 2.9%
	5,257,600		Fomento Economico Mexicano SA de CV ADR		15,717,561
	2,313,900		Grupo Modelo SA		7,351,814
	1,048,400		Grupo Televisa SA ADR		15,663,096
					38,732,471
			Netherlands: 3.3%
	925,303	L	European Aeronautic Defence and Space Co. NV		15,670,336
	847,977		Koninklijke Philips Electronics NV		16,812,588
	554,600		TNT NV		10,773,305
					43,256,229
			Norway: 0.6%
	688,400		Tandberg ASA		7,586,465
					7,586,465
			South Korea: 0.5%
	371,900		SK Telecom Co., Ltd. ADR		6,761,142
					6,761,142
			Spain: 1.5%
	443,600	L	Inditex SA		19,753,865
					19,753,865
			Sweden: 8.2%
	1,554,000		Assa Abloy AB		18,071,587
	595,000	L	Hennes & Mauritz AB		23,666,191
	927,075		Investor AB		14,140,661
	6,695,520	L	Telefonaktiebolaget LM Ericsson		52,197,480
					108,075,919
			Switzerland: 4.5%
	18,590	@	Basilea Pharmaceutica-Reg		2,638,675
	660,379		Credit Suisse Group		18,506,838
	246,967		Roche Holding AG		38,234,719
					59,380,232
			Taiwan: 2.1%
	1,654,788		MediaTek, Inc.		11,192,173
	7,997,311		Taiwan Semiconductor Manufacturing Co., Ltd.		10,912,171
	679,500		Taiwan Semiconductor Manufacturing Co., Ltd. ADR		5,368,050
					27,472,394
			Turkey: 0.3%
	310,500	L	Turkcell Iletisim Hizmet AS ADR		4,527,090
					4,527,090

See Accompanying Notes to Financial Statements
139

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER GLOBAL PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			United Kingdom: 8.3%
	675,820		3i Group PLC	$	2,646,568
	270,700		BP PLC ADR		12,652,518
	988,118		Burberry Group PLC		3,199,246
	1,281,678		Cadbury PLC		11,157,765
	598,259		Diageo PLC		8,406,051
	1,584,352	L	HSBC Holdings PLC		15,723,408
	1,744,956		Prudential PLC		10,592,299
	378,206		Reckitt Benckiser PLC		14,171,743
	4,579,739		Royal Bank of Scotland Group PLC		3,371,273
	2,882,870		Tesco PLC		15,011,192
	6,622,026		Vodafone Group PLC		13,559,611
					110,491,674
			United States: 32.3%
	302,700		3M Co.		17,417,358
	219,900	@,L	Acadia Pharmaceuticals, Inc.		197,910
	787,583	@	Adobe Systems, Inc.		16,767,642
	445,300		Aetna, Inc.		12,691,050
	344,700		Aflac, Inc.		15,801,048
	825,500		Altera Corp.		13,794,105
	558,900		Automatic Data Processing, Inc.		21,987,126
	152,300		Boeing Co.		6,498,641
	703,900		Carnival Corp.		17,118,848
	394,900		Citigroup, Inc.		2,649,779
	6,700		CME Group, Inc.		1,394,337
	245,400		Colgate-Palmolive Co.		16,819,716
	1,173,600		Corning, Inc.		11,184,408
	356,500	@,L	Cree, Inc.		5,657,655
	1,330,700	@	eBay, Inc.		18,576,572
	291,900		Emerson Electric Co.		10,686,459
	199,500	@,L	InterMune, Inc.		2,110,710
	300,200		International Game Technology		3,569,378
	936,800	@	Intuit, Inc.		22,286,472
	1,425,900	@	Juniper Networks, Inc.		24,967,509
	330,700		Linear Technology Corp.		7,315,084
	108,500		Lockheed Martin Corp.		9,122,680
	808,700		Maxim Integrated Products		9,235,354
	337,300		McDonald's Corp.		20,976,687
	1,180,300		Microsoft Corp.		22,945,032
	150,300		Northrop Grumman Corp.		6,769,512
	267,300		Raytheon Co.		13,642,992
	130,500	@	Regeneron Pharmaceuticals, Inc.		2,395,980
	370,354	@,L	Seattle Genetics, Inc.		3,310,965
	381,800	@	Shuffle Master, Inc.		1,893,728
	8,056,439	@,L	Sirius XM Radio, Inc.		966,773
	1,265,800	@	SLM Corp.		11,265,620
	322,300	@,L	Theravance, Inc.		3,993,297
	548,800		Tiffany & Co.		12,968,144
	246,379	@	Transocean, Ltd.		11,641,408
	423,200		Wal-Mart Stores, Inc.		23,724,592
	801,200		Walt Disney Co.		18,179,228
	120,600	@	WellPoint, Inc.		5,080,878
					427,604,677
Total Common Stock (Cost $1,705,027,312)					1,292,791,325

Value

PREFERRED STOCK: 0.8%

Germany: 0.7%

145,376

Bayerische Motoren
Werke AG

2,880,560

83,402

Porsche AG

6,640,145

9,520,705

United States: 0.1%

5,500

Schering-Plough Corp.

959,750

959,750

Total Preferred Stock
(Cost $13,688,627)

10,480,455

RIGHTS: 0.0%

India: 0.0%

2,039,712

Dish TV India Ltd.

8,373

Total Rights
(Cost $—)

8,373

Principal
Amount

Value

CONVERTIBLE BONDS: 0.1%

United States: 0.1%

1,890,000

Theravance, Inc., 3.000%,
due 01/15/15

1,167,075

Total Convertible Bonds
(Cost $1,890,000)

1,167,075

Total Long-Term Investments
(Cost $1,720,605,939)

1,304,447,228

Value

SHORT-TERM INVESTMENTS: 11.5%

Affiliated Mutual Fund: 1.5%

20,084,110

ING Institutional Prime
Money Market Fund - Class I

20,084,110

Total Mutual Fund
(Cost $20,084,110)

20,084,110

Principal Amount			Value
		Securities Lending Collateral^cc: 10.0%
$	132,214,333	Bank of New York Mellon Corp. Institutional Cash Reserves		131,116,555
Total Securities Lending Collateral (Cost $132,214,332)				131,116,555
Total Short-Term Investments (Cost $152,298,442)				151,200,665

Total Investments in Securities (Cost $1,872,904,381)*	110.1	%	$	1,455,647,893
Other Assets and Liabilities - Net	(10.1	)		(133,446,798	)
Net Assets	100.0	%	$	1,322,201,095

See Accompanying Notes to Financial Statements
140

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER GLOBAL PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

@ Non-income producing security

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2008.

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

* Cost for federal income tax purposes is $1,888,361,516.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	76,314,761
Gross Unrealized Depreciation		(509,028,384	)
Net Unrealized Depreciation	$	(432,713,623	)
Industry	Percentage of Net Assets
Aerospace/Defense		4.6	%
Apparel		0.9
Auto Manufacturers		2.5
Banks		4.6
Beverages		3.2
Biotechnology		0.9
Commercial Services		2.6
Cosmetics/Personal Care		1.3
Diversified Financial Services		1.0
Electric		0.9
Electrical Components & Equipment		1.3
Electronics		5.0
Entertainment		0.5
Food		2.0
Healthcare-Services		1.3
Holding Companies - Diversified		1.7
Home Furnishings		1.4
Household Products/Wares		1.3
Insurance		4.1
Internet		1.4
Investment Companies		1.1
Leisure Time		1.6
Machinery - Diversified		0.4
Media		3.1
Metal Fabricate/Hardware		1.4
Miscellaneous Manufacturing		3.9
Oil & Gas		3.8
Oil & Gas Services		0.8
Pharmaceuticals		5.4
Retail		9.0
Semiconductors		4.8
Software		7.8
Telecommunications		11.1
Toys/Games/Hobbies		0.9
Transportation		0.8
Venture Capital		0.2
Short-Term Investments		11.5
Other Assets and Liabilities - Net		(10.1	)
Net Assets		100.0	%

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	567,915,325	$	—
Level 2 — Other Significant Observable Inputs		887,732,568		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	1,455,647,893	$	—

See Accompanying Notes to Financial Statements
141

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008

Principal Amount				Value
CORPORATE BONDS/NOTES: 16.4%
			Advertising: 0.1%
$	490,000	C,S,L	Lamar Media Corp., 7.250%, due 01/01/13	$	393,225
					393,225
			Aerospace/Defense: 0.2%
	155,000	C,S	BE Aerospace, Inc., 8.500%, due 07/01/18		139,888
	460,000	C,S	L-3 Communications Corp., 5.875%, due 01/15/15		416,300
	175,000	C,S	L-3 Communications Corp., 6.375%, due 10/15/15		164,500
	133,000	C	United Technologies Corp., 6.125%, due 07/15/38		145,056
					865,744
			Agriculture: 0.0%
	300,000	@@,#,C,S	MHP SA, 10.250%, due 11/30/11		133,500
	148,000		Philip Morris International, Inc., 5.650%, due 05/16/18		146,981
					280,481
			Apparel: 0.1%
	590,000	C,S	Levi Strauss & Co., 9.750%, due 01/15/15		439,550
					439,550
			Auto Parts & Equipment: 0.1%
	205,000	C,S,L	Goodyear Tire & Rubber Co., 7.857%, due 08/15/11		171,175
	135,000	C,S,L	Goodyear Tire & Rubber Co., 9.000%, due 07/01/15		109,350
	1,645,000	C,S	Lear Corp., 8.750%, due 12/01/16		485,275
					765,800
			Banks: 4.4%
EUR	300,000	@@,S	Banco Bilbao Vizcaya Argentaria SA, 4.250%, due 07/15/14		421,157
$	930,000	@@,#,S	Banco BMG SA, 9.150%, due 01/15/16		562,650
	305,000	@@,#,C,S	Banco de Credito del Peru, 6.950%, due 11/07/21		259,250
	241,000	@@,#,S	Banco Hipotecario SA, 9.750%, due 04/27/16		75,915
MXN	1,007,479	@@,S	Banco Invex SA, 6.450%, due 03/13/34		264,934
$	445,000		Bank of America Corp., 4.900%, due 05/01/13		441,198
	625,000	C,S	Bank of America Corp., 8.000%, due 12/01/49		450,200
	400,000	C,S	Bank of America Corp., 8.125%, due 12/29/49		299,700

Principal Amount				Value
EUR	1,380,000	@@,S	Bank of Scotland PLC, 4.375%, due 07/13/16	$	1,805,799
EUR	755,000	@@,S	Bank of Scotland PLC, 4.500%, due 07/13/21		940,569
$	2,150,000	@@,C,S	Barclays Bank PLC, 6.278%, due 12/15/49		1,244,571
	1,111,000		Citigroup, Inc., 5.500%, due 04/11/13		1,082,774
	445,000		Citigroup, Inc., 6.500%, due 08/19/13		449,486
	1,110,000	C,S	Citigroup, Inc., 8.400%, due 04/29/49		734,309
	445,000	@@	Credit Suisse New York, 5.000%, due 05/15/13		428,694
EUR	70,000	@@,S	Depfa ACS Bank, 3.875%, due 11/14/16		85,716
$	887,000		Goldman Sachs Group, Inc., 6.150%, due 04/01/18		853,846
	2,300,000	@@,#,C,S	HBOS PLC, 6.413%, due 10/01/35		893,472
	210,000	@@,#,S	HSBK Europe BV, 7.250%, due 05/03/17		114,450
	2,550,000	@@,#,S	HSBK Europe BV, 9.250%, due 10/16/13		1,874,250
	1,000,000	@@,#,C,S	ICICI Bank Ltd., 6.375%, due 04/30/22		526,513
	888,000		JPMorgan Chase & Co., 6.400%, due 05/15/38		1,054,261
	1,095,000	C,S	JPMorgan Chase & Co., 7.900%, due 04/29/49		913,258
	360,000	@@,#,S	Kuznetski Capital for Bank of Moscow, 7.375%, due 11/26/10		295,230
	1,333,000		Morgan Stanley, 6.000%, due 04/28/15		1,151,468
	1,100,000	@@,#,S	VTB Capital SA, 6.875%, due 05/29/18		726,000
	2,365,000	@@,C,S	VTB Capital SA for Vneshtorgbank, 6.315%, due 02/04/15		1,690,976
	905,000		Wells Fargo & Co., 5.250%, due 10/23/12		922,562
EUR	1,388,000	S	WM Covered Bond Program, 3.875%, due 09/27/11		1,774,182
EUR	1,675,000	S	WM Covered Bond Program, 4.000%, due 09/27/16		1,935,680
					24,273,070
			Beverages: 0.1%
BRL	860,000	@@,#,S	Ambev International Finance Co., Ltd., 9.500%, due 07/24/17		250,772
$	213,000	C	Anheuser-Busch Cos., Inc., 5.500%, due 01/15/18		193,942
					444,714

See Accompanying Notes to Financial Statements
142

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Building Materials: 0.1%
$	425,000	C,S	Nortek, Inc., 8.500%, due 09/01/14	$	99,875
	995,000	+,C,S,L	NTK Holdings, Inc., 0.000% (step rate 10.750%), due 03/01/14		218,900
					318,775
			Chemicals: 0.2%
	900,000	@@,#,C,S	Braskem Finance Ltd., 7.250%, due 06/05/18		643,500
	145,000	C	EI Du Pont de Nemours & Co., 6.000%, due 07/15/18		152,568
	640,000	C,S,L	Momentive Performance Materials, Inc., 11.500%, due 12/01/16		192,000
					988,068
			Commercial Services: 0.2%
	1,140,000	C,S	Avis Budget Car Rental LLC/Avis Budget Finance, Inc., 7.625%, due 05/15/14		336,300
	220,000	C,S	Hertz Corp., 8.875%, due 01/01/14		136,400
	140,000	C,S,L	Hertz Corp., 10.500%, due 01/01/16		64,575
	240,000	C,S	Iron Mountain, Inc., 8.625%, due 04/01/13		226,800
	175,000	C,S	Service Corp. International, 6.750%, due 04/01/15		139,125
	640,000	C,S	United Rentals North America, Inc., 7.000%, due 02/15/14		393,600
					1,296,800
			Computers: 0.2%
	667,000	C	International Business Machines Corp., 8.000%, due 10/15/38		890,929
					890,929
			Cosmetics/Personal Care: 0.0%
	380,000	C,S	Elizabeth Arden, Inc., 7.750%, due 01/15/14		248,900
					248,900
			Diversified Financial Services: 1.6%
	33,000		Allstate Life Global Funding Trusts, 5.375%, due 04/30/13		32,516
	106,000		American Express Credit Corp., 5.875%, due 05/02/13		101,852
	893,492	@@,#,C,S	Autopistas Del Nordeste, 9.390%, due 04/15/24		384,201
EUR	400,000	S	BA Covered Bond Issuer, 4.250%, due 04/05/17		522,256

Principal Amount				Value
RUB	7,800,000	@@,S	Bank of Moscow, 7.250%, due 11/25/09	$	166,039
$	540,000	@@,#,C,S	C10 Capital, Ltd., 6.722%, due 12/31/16		257,408
	445,000		Caterpillar Financial Services Corp., 5.450%, due 04/15/18		417,388
	190,000	#,C,S	CCM Merger, Inc., 8.000%, due 08/01/13		98,800
	156,000		CIT Group, Inc., 7.625%, due 11/30/12		131,796
	445,000		General Electric Capital Corp., 5.400%, due 09/20/13		446,100
	813,000	#,S	General Motors Acceptance Corp., 8.000%, due 11/01/31		365,119
	855,000	C,S	Goldman Sachs Group, Inc., 6.345%, due 02/15/34		622,053
	2,000,000	C,S	HSBC Finance Capital Trust IX, 5.911%, due 11/30/35		837,744
	1,430,266	@@,#,S	IIRSA Norte Finance Ltd., 8.750%, due 05/30/24		1,036,943
	300,000	@@,#,C,S	ISA Capital do Brasil SA, 8.800%, due 01/30/17		265,500
MXN	598,529	@@,S	JPMorgan Hipotecaria su Casita, 6.100%, due 09/25/35		124,214
$	1,500,000	@@,I	JSC Astana Finance, 9.160%, due 03/14/12		694,489
RUB	7,600,000	@@,C,S	JSC RosBank, 8.000%, due 09/30/09		174,226
$	755,000	±,C,S,I	Lehman Brothers Holdings, Inc., 7.500%, due 05/11/38		76
	480,000	C,S,L	Pinnacle Foods Finance LLC/Pinnacle Foods Finance Corp., 10.625%, due 04/01/17		261,600
	315,000	#,C,S	Rainbow National Services, LLC, 8.750%, due 09/01/12		285,075
	685,000	S	SLM Corp., 4.500%, due 07/26/10		594,699
	785,000	@@,+,S	Tiers Trust, 0.000% (step rate 8.600%), due 06/15/97		488,652
	110,000	@@,#,I	TransCapitalInvest Ltd for OJSC AK Transneft, 5.670%, due 03/05/14		71,313
	455,000	+,C,S	Vanguard Health Holding Co. I, LLC, 0.000% (step rate 11.250%), due 10/01/15		359,450
					8,739,509

See Accompanying Notes to Financial Statements
143

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Electric: 0.6%
$	280,000	@@,#,C	AES Dominicana Energia Finance SA, 11.000%, due 12/13/15	$	110,600
	135,000	@@,#,C,S	AES Panama SA, 6.350%, due 12/21/16		108,425
	470,000	@@,#,C,S	EEB International Ltd., 8.750%, due 10/31/14		438,275
BRL	475,000	@@,#,S	Eletropaulo Metropolitana de Sao Paulo SA, 19.125%, due 06/28/10		206,234
$	1,365,000	@@,#,C,S	Israel Electric Corp. Ltd., 7.250%, due 01/15/19		1,275,266
	465,000	@@,#,S	Majapahit Holding BV, 7.250%, due 10/17/11		355,725
	480,000	@@,#,S	Majapahit Holding BV, 7.750%, due 10/17/16		276,000
PHP	23,800,000	@@,S	National Power Corp., 5.875%, due 12/19/16		425,447
$	144,000	C	Peco Energy Co., 5.350%, due 03/01/18		137,713
					3,333,685
			Entertainment: 0.5%
	150,000	C,S	AMC Entertainment, Inc., 8.000%, due 03/01/14		93,000
	350,000	+,C,S	Cinemark, Inc., 0.000% (step rate 9.750%), due 03/15/14		284,813
	405,000	#,±,C,S,L	Greektown Holdings, LLC, 10.750%, due 12/01/13		97,200
	1,175,000	C,S,L	Isle of Capri Casinos, Inc., 7.000%, due 03/01/14		505,250
	340,000	+,C,S	Marquee Holdings, Inc., 0.000% (step rate 12.000%), due 08/15/14		175,100
	1,065,000	#,C,S	Mashantucket Western Pequot Tribe, 8.500%, due 11/15/15		423,338
	300,000	C,S	Mohegan Tribal Gaming Authority, 6.125%, due 02/15/13		190,500
	620,000	C,S,L	Mohegan Tribal Gaming Authority, 8.000%, due 04/01/12		381,300
	525,000	C,S,L	Pinnacle Entertainment, Inc., 8.250%, due 03/15/12		401,625
	220,000	#,C,S	Pokagon Gaming Authority, 10.375%, due 06/15/14		190,300
	790,000	+,C,S	WMG Holdings Corp., 0.000% (step rate 9.500%), due 12/15/14		296,250
					3,038,676

Principal Amount				Value
			Environmental Control: 0.1%
$	490,000	C,S,L	Allied Waste North America, Inc., 7.375%, due 04/15/14	$	463,545
					463,545
			Food: 0.2%
	535,000	C,S	Delhaize America, Inc., 9.000%, due 04/15/31		542,360
	120,000	C,S	Dole Food Co., Inc., 7.250%, due 06/15/10		84,300
	89,000	C	General Mills, Inc., 5.250%, due 08/15/13		89,627
	41,000		Kraft Foods, Inc., 6.125%, due 08/23/18		40,493
	220,000	S	Smithfield Foods, Inc., 7.000%, due 08/01/11		157,300
					914,080
			Forest Products & Paper: 0.1%
	240,000	C	International Paper Co., 7.400%, due 06/15/14		196,938
	600,000	C,S	NewPage Corp., 10.000%, due 05/01/12		267,000
					463,938
			Healthcare-Products: 0.2%
	165,000	#,C,S	Bausch & Lomb, Inc., 9.875%, due 11/01/15		124,163
	140,000	C,S	Biomet, Inc., 10.000%, due 10/15/17		135,100
	390,000	C,S	DJO Finance,LLC/DJO Finance Corp., 10.875%, due 11/15/14		281,775
	140,000	@@,S	Fresenius Medical Care Capital Trust, 7.875%, due 06/15/11		133,700
	241,000	C	Johnson & Johnson, 5.850%, due 07/15/38		292,284
	320,000	&,C,S	Universal Hospital Services, Inc., 8.500%, due 06/01/15		228,800
					1,195,822
			Healthcare-Services: 0.4%
	325,000	C,S	Community Health Systems, Inc., 8.875%, due 07/15/15		300,625
	345,000	C,S	DaVita, Inc., 6.625%, due 03/15/13		329,475
	690,000	C,S	HCA, Inc., 6.375%, due 01/15/15		424,350
	190,000	C,S	HCA, Inc., 9.250%, due 11/15/16		174,800
	255,000	C,S,L	Healthsouth Corp., 10.750%, due 06/15/16		235,238
	380,000	C,S	Select Medical Corp., 7.625%, due 02/01/15		203,300
	209,000	&,C,S	US Oncology Holdings, Inc., 8.334%, due 03/15/12		132,715

See Accompanying Notes to Financial Statements
144

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Healthcare-Services (continued)
$	295,000	C,S	US Oncology, Inc., 9.000%, due 08/15/12	$	269,925
					2,070,428
			Home Builders: 0.1%
	375,000	C,S	Centex Corp., 5.800%, due 09/15/09		358,125
	65,000	C,S,L	K Hovnanian Enterprises, Inc., 7.750%, due 05/15/13		14,625
	125,000	C,S,L	K Hovnanian Enterprises, Inc., 8.875%, due 04/01/12		36,875
	150,000	C,S	Toll Corp., 8.250%, due 12/01/11		137,250
	25,000	C,S	William Lyon Homes, Inc., 7.500%, due 02/15/14		6,125
	235,000	C,S	William Lyon Homes, Inc., 10.750%, due 04/01/13		59,925
					612,925
			Household Products/Wares: 0.0%
	370,000	C,S	Jarden Corp., 7.500%, due 05/01/17		254,375
					254,375
			Insurance: 0.0%
	100,000	#	American International Group, Inc., 8.250%, due 08/15/18		73,300
					73,300
			Iron/Steel: 0.3%
	950,000	@@,#,S	GTL Trade Finance, Inc., 7.250%, due 10/20/17		798,137
	425,000	@@,C,S	Ispat Inland ULC, 9.750%, due 04/01/14		363,785
	870,000	@@,#,S	Steel Capital SA for OAO Severstal, 9.750%, due 07/29/13		465,450
	360,000	S	Steel Dynamics, Inc., 7.375%, due 11/01/12		264,600
					1,891,972
			Leisure Time: 0.0%
	215,000	C,S	Leslie's Poolmart, 7.750%, due 02/01/13		173,075
	160,000	C,S	Travelport, LLC, 11.875%, due 09/01/16		45,600
					218,675
			Lodging: 0.3%
	885,000	C,S,L	Caesars Entertainment, Inc., 7.875%, due 03/15/10		588,525
	965,000	#,C,S	Harrah's Operating Co., Inc., 10.750%, due 02/01/16		279,850
	480,000	C,S,L	MGM Mirage, Inc., 8.375%, due 02/01/11		288,000

Principal Amount				Value
$	1,195,000	C,S	Station Casinos, Inc., 6.500%, due 02/01/14	$	74,688
	210,000	C,S	Trump Entertainment Resorts, Inc., 8.500%, due 06/01/15		28,875
	740,000	C,S	Wynn Las Vegas, LLC, 6.625%, due 12/01/14		562,400
					1,822,338
			Machinery-Diversified: 0.1%
	965,000	C,S	Case New Holland, Inc., 7.125%, due 03/01/14		689,975
					689,975
			Media: 0.7%
	325,000	C,S	Allbritton Communications Co., 7.750%, due 12/15/12		161,281
	240,000	C	CBS Corp., 5.625%, due 08/15/12		197,676
	645,000	C,S	CCH I, LLC, 11.000%, due 10/01/15		116,100
	533,000	C	Comcast Corp., 5.700%, due 05/15/18		500,736
	96,000	C	COX Communications, Inc., 4.625%, due 01/15/10		92,914
	215,000	S	CSC Holdings, Inc., 7.625%, due 04/01/11		203,713
	440,000	C,S	Echostar DBS Corp., 6.375%, due 10/01/11		410,300
	465,000	C,S	Idearc, Inc., 8.000%, due 11/15/16		37,200
	630,000	C,S,L	LIN Television Corp., 6.500%, due 05/15/13		303,975
	860,000	C,S	Medianews Group, Inc., 6.875%, due 10/01/13		59,125
	283,000	C	News America, Inc., 6.150%, due 03/01/37		264,895
	760,000	C,S	R.H. Donnelley Corp., 6.875%, due 01/15/13		106,400
	260,000	C,S,L	Radio One, Inc., 8.875%, due 07/01/11		129,350
	505,000	C,S,L	Sinclair Broadcast Group, Inc., 8.000%, due 03/15/12		381,275
	311,000	C	Time Warner Cable, Inc., 6.200%, due 07/01/13		294,454
	285,000	@@,#,C,S	Videotron Ltd., 9.125%, due 04/15/18		266,475
	111,000	C	Walt Disney Company, 4.500%, due 12/15/13		111,855
					3,637,724
			Mining: 0.8%
	333,000	C	Alcoa, Inc., 6.750%, due 07/15/18		272,887
	3,120,000	@@,#,S, L	ALROSA Finance SA, 8.875%, due 11/17/14		1,924,869
	944,000	C,S	Freeport-McMoRan Copper & Gold, Inc., 8.375%, due 04/01/17		772,900

See Accompanying Notes to Financial Statements
145

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Mining (continued)
$	450,000	@@,C,S	Novelis, Inc., 7.250%, due 02/15/15	$	263,250
	2,020,000	@@,#,C,S	Vedanta Resources PLC, 9.500%, due 07/18/18		1,060,500
					4,294,406
			Municipal: 0.2%
	1,190,000	@@,#,S	Bayerische Hypo- und Vereinsbank AG for City of Kiev Ukraine, 8.625%, due 07/15/11		756,959
COP	516,000,000	@@,#,S	Santa Fe de Bogota DC, 9.750%, due 07/26/28		183,009
					939,968
			Oil & Gas: 1.6%
$	620,000	#,C,S	Atlas Energy Resources LLC, 10.750%, due 02/01/18		381,300
	135,000	C,S	Berry Petroleum Co., 8.250%, due 11/01/16		73,575
	585,000	C,S	Denbury Resources, Inc., 7.500%, due 12/15/15		418,275
	90,000	C,S	Forest Oil Corp., 7.750%, due 05/01/14		76,050
	1,710,000	@@,#,C,S	Gaz Capital SA, 7.288%, due 08/16/37		1,017,450
	980,000	@@,#,S	Gaz Capital SA, 7.510%, due 07/31/13		793,846
	560,000	@@,#,C,S	Gaz Capital SA, 8.146%, due 04/11/18		397,600
	710,000	@@,#,S	Gaz Capital SA, 8.625%, due 04/28/34		571,550
	241,503	@@,#,C,S	Gazprom International SA, 7.201%, due 02/01/20		177,504
	2,480,000	@@,#,S	KazMunaiGaz Finance Sub BV, 9.125%, due 07/02/18		1,624,400
	1,130,000	#,C,S	Pemex Project Funding Master Trust, 6.625%, due 06/15/38		946,375
	1,430,000	@@,C,S	Petrobras International Finance Co., 5.875%, due 03/01/18		1,292,720
	440,000	C,S	Quicksilver Resources, Inc., 7.125%, due 04/01/16		237,600
	215,000	C,S	Quicksilver Resources, Inc., 8.250%, due 08/01/15		137,600
	150,000	C,S	Sabine Pass LNG LP, 7.500%, due 11/30/16		108,750
	490,360	@@,#,S	Tengizchevroil Finance Co. SARL, 6.124%, due 11/15/14		375,125
	380,000	C,S	Tesoro Corp., 6.625%, due 11/01/15		222,300
	316,000	C	XTO Energy, Inc., 6.500%, due 12/15/18		306,445
					9,158,465

Principal Amount				Value
			Oil & Gas Services: 0.1%
$	545,000	#,C,S	Helix Energy Solutions Group, Inc., 9.500%, due 01/15/16	$	291,575
	330,000	C,S	Key Energy Services, Inc., 8.375%, due 12/01/14		219,450
					511,025
			Packaging & Containers: 0.3%
	790,000	C,S	Berry Plastics Holding Corp., 8.875%, due 09/15/14		347,600
	445,000	C,S	Crown Americas, LLC and Crown Americas Capital Corp., 7.750%, due 11/15/15		445,000
	480,000	C,S,L	Graham Packaging Co., Inc., 9.875%, due 10/15/14		297,600
	495,000	C,S	Graphic Packaging International Corp., 8.500%, due 08/15/11		415,800
					1,506,000
			Pharmaceuticals: 0.1%
	645,000	C,S	Catalent Pharma Solutions, Inc., 9.500%, due 04/15/15		248,325
	66,000	C	GlaxoSmithKline Capital, Inc., 6.375%, due 05/15/38		74,833
					323,158
			Pipelines: 0.2%
	405,000	C,S	Atlas Pipeline Partners LP, 8.125%, due 12/15/15		275,400
	445,000	#,C,S	Copano Energy, LLC/Copano Energy Finance Corp., 7.750%, due 06/01/18		302,600
	1,190,000	C,S	Enterprise Products Operating L.P., 8.375%, due 08/01/66		655,247
	123	#,C,S	Kern River Funding Corp., 4.893%, due 04/30/18		97
	169,000	C,S	Kinder Morgan Energy Partners LP, 7.300%, due 08/15/33		140,641
					1,373,985
			Real Estate: 0.1%
	295,000	S,L	iStar Financial, Inc., 2.471%, due 03/16/09		212,769
MYR	1,920,000	@@,I	Johor Corp., 1.000%, due 07/31/12		566,012
					778,781
			Regional (state/province): 0.1%
AUD	265,000	@@,S	New South Wales Treasury Corp., 5.500%, due 08/01/14		191,318

See Accompanying Notes to Financial Statements
146

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount					Value
				Regional (state/province) (continued)
AUD	180,000	@@,S		New South Wales Treasury Corp., 6.000%, due 05/01/12	$	130,873
						322,191
				Retail: 0.4%
$	680,000	C,S		Albertson's, Inc., 8.000%, due 05/01/31		411,400
	1,730,000	C,S,L		Claire's Stores, Inc., 10.500%, due 06/01/17		302,750
	95,000	#,C,S		Ferrellgas Partners LP, 6.750%, due 05/01/14		66,025
	305,000	C,S		GSC Holdings Corp., 8.000%, due 10/01/12		285,175
	356,000	C		Home Depot, Inc., 5.875%, due 12/16/36		279,973
	285,000	C,S,L		Sally Holdings, LLC, 9.250%, due 11/15/14		246,525
	215,000	C,S,L		Sally Holdings, LLC, 10.500%, due 11/15/16		147,275
			400,000	Wal-Mart Stores, Inc., 5.800%, due 02/15/18		443,413
						2,182,536
				Software: 0.1%
	323,000	C		Oracle Corp., 5.750%, due 04/15/18		338,455
						338,455
				Telecommunications: 1.2%
MXN	8,400,000	@@,S		America Movil SAB de CV, 8.460%, due 12/18/36		421,635
$	270,000	C,S		American Tower Corp., 7.500%, due 05/01/12		267,300
	240,000	C		BellSouth Corp., 5.200%, due 12/15/16		230,561
	810,000	#,C,S		Fairpoint Communications, Inc., 13.125%, due 04/01/18		392,850
	810,000	C,S		Frontier Communications Co., 6.250%, due 01/15/13		692,550
	282,000	C		New Cingular Wireless Services, Inc., 8.125%, due 05/01/12		302,628
	745,000	C,S		Nextel Communications, Inc., 7.375%, due 08/01/15		313,042
	280,000	@@,C,S		NTL Cable PLC, 8.750%, due 04/15/14		211,400
	435,000	@@,C,S		NTL Cable PLC, 9.125%, due 08/15/16		324,075
	780,000	C,S		Qwest Corp., 8.875%, due 03/15/12		725,400
	1,570,000	C,S		Sprint Capital Corp., 8.750%, due 03/15/32		1,061,745
PEN	1,194,600	@@,#,S		Telefonica del Peru SAA, 8.000%, due 04/11/16		346,641
$	223,000	C		Verizon Communications, Inc., 6.900%, due 04/15/38		251,773

Principal Amount				Value
$	1,130,000	@@,#,S	VIP FIN (Vimpelcom), 9.125%, due 04/30/18	$	615,850
	460,000	C,S	Windstream Corp., 8.125%, due 08/01/13		425,500
	320,000	C,S	Windstream Corp., 8.625%, due 08/01/16		284,800
					6,867,750
			Transportation: 0.3%
	222,000	C	CSX Corp., 6.250%, due 04/01/15		218,195
	480,000	#,C,S	Panama Canal Railway Co., 7.000%, due 11/01/26		266,400
	870,000	@@,#,C,S	TGI International Ltd., 9.500%, due 10/03/17		796,050
	222,000	C	Union Pacific Corp., 7.875%, due 01/15/19		254,070
	191,000	C	United Parcel Service, 5.500%, due 01/15/18		204,378
					1,739,093
Total Corporate Bonds/Notes (Cost $123,199,644)					90,962,836
U.S. GOVERNMENT AGENCY OBLIGATIONS: 17.3%
			Federal Home Loan Bank: 0.3%
	1,760,000	S,L	3.625%, due 10/18/13		1,853,539
					1,853,539
			Federal Home Loan Mortgage Corporation^##: 4.1%
	247,200	C,S	1.645%, due 02/15/29		233,499
	742,660	C,S	1.695%, due 03/15/32-01/15/33		719,136
	230,293	C,S	2.145%, due 08/15/31-02/15/32		224,527
	616,999	C,S	2.175%, due 02/15/32		601,947
	400,047	C,S	2.195%, due 02/15/32-03/15/32		384,221
	670,466	C,S	3.300%, due 11/15/26		668,936
	145,416	C,S	3.500%, due 10/15/22-09/15/25		145,311
	735,000	S,L	3.750%, due 06/28/13		783,513
	34,885	C,S	4.000%, due 05/15/24		34,901
	3,070,000	S,L	4.125%, due 09/27/13		3,311,581
	1,305,065	S	4.500%, due 02/01/18-02/01/20		1,342,358
	1,384,983	C,S,^	4.955%, due 07/15/25-07/15/35		125,763
	5,533,387	C,S	5.000%, due 09/15/23-08/15/35		5,662,324
	1,022,949	S	5.000%, due 01/01/20-12/01/34		1,049,604
	419,317	C,S	5.500%, due 11/15/25		425,097
	955,771	S	5.500%, due 01/01/18-12/01/34		983,095
	425,609	C,S	6.000%, due 05/15/17-05/15/31		437,499
	201,361	S	6.000%, due 02/01/34		207,914
	616,234	S,^	6.000%, due 12/01/31-03/01/33		199,626
	238,708	S,^	6.055%, due 04/15/33		22,711

See Accompanying Notes to Financial Statements
147

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Federal Home Loan Mortgage Corporation^## (continued)
$	619,871	C,S,^	6.455%, due 03/15/29	$	57,773
	2,699,031	C,S	6.500%, due 12/15/23-06/15/32		2,802,242
	639,041	S	6.500%, due 04/01/18-07/01/34		665,599
	664,820	C,S,^	6.505%, due 03/15/29		62,804
	325,085	C,S	6.750%, due 02/15/24		346,311
	444,484	C,S	7.000%, due 09/15/26		476,795
	486,270	C,S,^	7.000%, due 03/15/28-04/15/28		72,445
	359,778	C,S	7.500%, due 09/15/22		387,937
	824,141	C,S,^	7.755%, due 08/15/29		89,109
	97,916	C,S	20.002%, due 06/15/34		109,060
	163,993	C,S	20.368%, due 08/15/35		187,495
					22,821,133
			Federal National Mortgage Association^##: 12.1%
	39,075	S	0.871%, due 11/25/33		37,997
	203,735	S	0.921%, due 01/25/31		198,918
	1,321,718	S	0.971%, due 03/25/17-12/25/31		1,286,385
	74,462	S	1.384%, due 10/18/32		72,238
	1,314,136	S	1.471%, due 12/25/31-12/25/32		1,262,882
	2,045,000	S,L	3.250%, due 04/09/13		2,133,015
	1,075,000	S,L	3.875%, due 07/12/13		1,141,974
	114,629	S	4.000%, due 03/25/25		114,662
	580,372	S	4.500%, due 07/25/24-08/25/25		578,474
	2,864,000	W	4.500%, due 01/15/19		2,927,546
	1,465,000	S,L	4.625%, due 10/15/14		1,628,718
	5,490,194	S	5.000%, due 12/01/17-09/01/20		5,669,697
	8,731,000	W	5.000%, due 01/12/36		8,915,172
	3,263,809	S	5.292%, due 10/01/36		3,314,986
	13,075,347	S	5.500%, due 09/01/19-08/25/37		13,447,548
	6,527,235	S,^	5.500%, due 04/01/33-06/01/35		2,354,339
	140,000	W	5.500%, due 01/15/20		144,178
	2,442,883	S,^	5.579%, due 10/25/35		173,436
	736,027	S,^	5.999%, due 08/25/36		88,442
	942,357	S,^^	6.000%, due 04/01/32		825,716
	6,701,763	S	6.000%, due 03/25/17-04/01/33		6,930,381
	5,754,506	S,^	6.000%, due 05/01/29-09/01/35		1,754,402
	1,319,000	W	6.000%, due 01/15/19-01/20/24		1,366,972
	3,612,732	S,^	6.099%, due 06/25/36		426,957
	3,467,169	S,^	6.129%, due 06/25/36		399,632
	1,746,321	S,^	6.229%, due 05/25/35-12/25/36		154,953
	427,834	S,^	6.279%, due 08/25/25-05/25/35		34,976
	2,355,565	S	6.500%, due 05/01/17-01/01/34		2,461,516
	1,221,694	S,^	6.500%, due 02/01/32		172,218
	2,941,000	W	6.500%, due 06/25/34		3,054,505
	1,377,704	S,^	6.729%, due 05/25/36		143,536
	571,707	S,^	6.759%, due 09/25/36		65,289

Principal Amount				Value
$	1,716,375	S	7.000%, due 09/01/14-04/01/34	$	1,814,788
	581,510	S,^	7.000%, due 02/01/28-04/25/33		99,077
	2,493,842	S,^	7.159%, due 03/25/23		269,006
	1,477,869	S,^	7.279%, due 07/25/31-02/25/32		199,870
	217,805	S,^	7.479%, due 07/25/32		33,898
	422,288	S	7.500%, due 09/01/32-01/01/33		447,682
	241,326	S,^	7.500%, due 01/01/24		55,094
	788,790	S,^	7.629%, due 12/25/33		95,275
	129,443	S,^	7.779%, due 02/25/33		16,603
	256,189	S	22.471%, due 06/25/36		286,301
	222,345	S	22.472%, due 06/25/36		249,878
	153,523	S	22.839%, due 03/25/36		175,028
	165,559		26.087%, due 04/25/35		195,630
					67,219,790
			Government National Mortgage Association: 0.5%
	393,026	S	5.000%, due 04/15/34		404,489
	462,667	S	5.500%, due 04/15/33-04/15/34		478,167
	296,315	S	6.000%, due 10/20/34		305,718
	653,309	C,S	6.500%, due 12/16/31		684,433
	87,868	S	6.500%, due 02/20/35		91,912
	996,037	C,S	8.000%, due 01/16/30-02/16/30		1,096,490
					3,061,209
			Other U.S. Agency Obligations: 0.3%
	2,233,000	S,Z	Resolution Funding Corp., 4.800%, due 01/15/21		1,407,652
					1,407,652
Total U.S. Government Agency Obligations (Cost $93,554,646)					96,363,323
U.S. TREASURY OBLIGATIONS: 6.2%
			U.S. Treasury Bonds: 0.2%
	55,000	L	4.500%, due 02/15/36		73,090
	310,000		5.375%, due 02/15/31		426,056
NGN	85,700,000	@@,S	9.350%, due 08/31/17		476,235
					975,381
			U.S. Treasury Notes: 0.0%
NGN	40,200,000	@@,S	9.500%, due 02/23/12		273,372
					273,372
			Treasury Inflation Indexed Protected Securities^ip: 6.0%
$	34,724,711		0.625%, due 04/15/13		33,096,990
					33,096,990
Total U.S. Treasury Obligations (Cost $33,131,279)					34,345,743

See Accompanying Notes to Financial Statements
148

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
ASSET-BACKED SECURITIES: 1.4%
			Automobile Asset-Backed Securities: 0.7%
$	221,000	C,I	Americredit Prime Automobile Receivables, 5.620%, due 09/08/14	$	164,645
	500,000	C,S	Capital Auto Receivables Asset Trust, 3.740%, due 03/15/11		489,769
	44,000	C,S	Capital Auto Receivables Asset Trust, 5.150%, due 09/17/12		33,680
	222,000	C,S	Capital One Auto Finance Trust, 1.225%, due 05/15/13		154,390
	799,907	C,S	Capital One Prime Auto Receivables Trust, 1.215%, due 04/15/11		776,605
	500,000	C,S	Daimler Chrysler Auto Trust, 3.810%, due 07/08/11		489,411
	1,120,000	C,S	Harley-Davidson Motorcycle Trust, 1.545%, due 06/15/12		1,072,137
	790,000	C,S	Hyundai Auto Receivables Trust, 4.160%, due 05/16/11		775,767
	115,214	@@,#,C,I	Taganka Car Loan Finance PLC, 4.739%, due 11/14/13		103,693
					4,060,097
			Home Equity Asset-Backed Securities: 0.2%
	871	C,S	ACE Securities Corp., 0.651%, due 11/25/35		863
	130,000	C,S	Argent Securities, Inc., 0.571%, due 10/25/36		104,203
	226,496	C,S	Argent Securities, Inc., 0.951%, due 05/25/34		174,934
	97,541	C,S	Centex Home Equity, 0.571%, due 06/25/36		93,451
	176,000	C,S	Home Equity Mortgage Trust, 5.363%, due 06/25/35		55,906
	74,417	C,S	Home Equity Mortgage Trust, 5.500%, due 01/25/37		17,468
	90,000	C,S	Household Home Equity Loan Trust, 0.618%, due 03/20/36		75,409
	79,719	C,S	Household Home Equity Loan Trust, 0.768%, due 01/20/35		56,673
	310,000	C,S	MASTR Asset-Backed Securities Trust, 0.571%, due 08/25/36		92,325
	273,018	C,S	Option One Mortgage Loan Trust, 0.571%, due 07/25/36		240,588
	199,546	C,S	Residential Asset Securities Corp., 0.571%, due 09/25/36		181,559

Principal Amount				Value
$	36,716	#,C,S	Terwin Mortgage Trust, 4.500%, due 05/25/37	$	9,529
					1,102,908
			Other Asset-Backed Securities: 0.5%
	103,413	C,S	Argent Securities, Inc., 0.571%, due 06/25/36		94,519
	66,138	C,S	Chase Funding Mortgage Loan Asset-Backed Certificates, 1.031%, due 02/25/33		55,083
	115,834	C,S	Citigroup Mortgage Loan Trust, Inc., 0.571%, due 10/25/36		106,263
	8,045	C,S	Citigroup Mortgage Loan Trust, Inc., 5.536%, due 03/25/36		7,979
	24,623	C,S	Countrywide Asset-Backed Certificates, 0.501%, due 01/25/46		24,372
	230,000	C,S	Countrywide Asset-Backed Certificates, 0.591%, due 06/25/37		176,842
	55,958	C,S	Countrywide Asset-Backed Certificates, 5.363%, due 05/25/36		48,255
	370,000	C,S	Countrywide Asset-Backed Certificates, 5.382%, due 05/25/36		295,906
	16,353	C,S	Countrywide Home Equity Loan Trust, 1.345%, due 11/15/36		4,237
	45,448	C,S	Countrywide Home Equity Loan Trust, 1.425%, due 12/15/35		17,836
	190,000	C,S	First Franklin Mortgage Loan Asset-Backed Certificates, 0.561%, due 07/25/36		164,739
	100,000	C,S	First Franklin Mortgage Loan Asset-Backed Certificates, 0.581%, due 06/25/36		85,239
	172,399	C,S	First Franklin Mortgage Loan Asset-Backed Certificates, 0.591%, due 09/25/26		40,331
	30,697	C,S	First Franklin Mortgage Loan Asset-Backed Certificates, 0.681%, due 11/25/35		30,300
	1,110,000	@@,#,C,I	ICE EM CLO, 4.795%, due 08/15/22		499,500
	930,000	@@,#,C	ICE EM CLO, 6.095%, due 08/15/22		216,132
	930,000	@@,#,C,I	ICE EM CLO, 8.095%, due 08/15/22		160,518

See Accompanying Notes to Financial Statements
149

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Other Asset-Backed Securities (continued)
$	29,806	C,S	Lehman XS Trust, 5.180%, due 08/25/35	$	29,247
	100,000	C,S	Popular Mortgage Pass-through Trust, 5.680%, due 01/25/36		90,898
	3,308	C,S	Residential Asset Mortgage Products, Inc., 0.551%, due 07/25/36		3,276
	132,223	C,S	Securitized Asset-Backed Receivables, LLC Trust, 0.701%, due 02/25/37		61,493
	1,549	C,S	Specialty Underwriting & Residential Finance, 0.721%, due 06/25/36		1,535
	320,000	@@,#,I	Start CLO Ltd., 19.193%, due 06/07/11		211,200
	159,420	C,S	Wells Fargo Home Equity Trust, 0.571%, due 07/25/36		150,454
					2,576,154
Total Asset-Backed Securities (Cost $10,699,014)					7,739,159
COLLATERALIZED MORTGAGE OBLIGATIONS: 12.0%
	400,000	C,S	Banc of America Commercial Mortgage, Inc., 5.317%, due 09/10/47		339,605
	650,000	C,S	Banc of America Commercial Mortgage, Inc., 5.482%, due 01/15/49		299,993
	1,130,000	C,S	Banc of America Commercial Mortgage, Inc., 5.812%, due 02/10/51		523,788
	590,000	C,S	Banc of America Commercial Mortgage, Inc., 6.158%, due 02/10/51		457,172
	160,000	C,S	Banc of America Commercial Mortgage, Inc., 6.201%, due 02/10/51		44,758
	420,000	C,S	Banc of America Commercial Mortgage, Inc., 6.201%, due 02/10/51		197,218
	382,378	C,S	Banc of America Mortgage Securities, Inc., 4.710%, due 06/25/33		302,226
	927,173	C,I	Bear Stearns Adjustable Rate Mortgage Trust, 4.404%, due 05/25/34		633,235
	590,978	C,S	Bear Stearns Adjustable Rate Mortgage Trust, 5.028%, due 11/25/34		456,488

Principal Amount				Value
$	467,972	C,S	Bear Stearns Adjustable Rate Mortgage Trust, 5.779%, due 10/25/36	$	226,329
	940,000	C,S	Bear Stearns Commercial Mortgage Securities, 5.540%, due 09/11/41		740,240
	560,864	C,S	Chase Mortgage Finance Corp., 4.568%, due 02/25/37		456,684
	670,000	C,S	Chase Mortgage Finance Corp., 6.000%, due 11/25/36		313,762
	32,575	C,S	Chaseflex Trust, 1.495%, due 09/25/36		31,211
	1,190,000	C,S	Citigroup Commercial Mortgage Trust, 5.700%, due 12/10/49		904,711
	490,000	C,S	Citigroup Commercial Mortgage Trust, 5.724%, due 03/15/49		383,453
	630,000	C,S	Citigroup Commercial Mortgage Trust, 6.096%, due 12/10/49		488,419
	1,049,185	C,S	Citigroup Mortgage Loan Trust, Inc., 4.900%, due 10/25/35		663,290
	713,633	C,I	Citigroup Mortgage Loan Trust, Inc., 4.951%, due 05/25/35		494,962
	1,315,941	C,S	Citigroup Mortgage Loan Trust, Inc., 5.198%, due 08/25/35		747,471
	744,024	C,I	Citigroup Mortgage Loan Trust, Inc., 5.500%, due 03/25/36		219,809
	1,462,161	C,S	Citigroup Mortgage Loan Trust, Inc., 5.521%, due 03/25/36		789,124
	673,491	C,I	Citigroup Mortgage Loan Trust, Inc., 5.591%, due 03/25/36		192,554
	1,350,000	C,S	Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.205%, due 12/11/49		1,123,053
	970,000	C,S	Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.366%, due 12/11/49		438,075
	460,000	C,S	Citigroup/Deutsche Bank Commercial Mortgage Trust, 5.398%, due 12/11/49		117,870
	351,190	C,S	Citimortgage Alternative Loan Trust, 0.921%, due 10/25/36		143,483
	504,340	C,S	Citimortgage Alternative Loan Trust, 5.500%, due 10/25/21		369,054
	916,360	C,S	Citimortgage Alternative Loan Trust, 6.000%, due 02/25/37		544,002

See Accompanying Notes to Financial Statements
150

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	850,000	C,S	Commercial Mortgage Pass-through Certificates, 5.816%, due 12/10/49	$	647,194
	931,190	C,S	Countrywide Alternative Loan Trust, 5.500%, due 05/25/37		823,992
	2,450,270	C,I	Countrywide Alternative Loan Trust, 6.000%, due 02/25/37		1,173,655
	264,699	C,S	Countrywide Alternative Loan Trust, 6.500%, due 08/25/32		169,533
	600,966	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.150%, due 01/19/34		506,873
	227,867	C,I	Countrywide Home Loan Mortgage Pass-through Trust, 5.471%, due 01/25/36		70,489
	540,000	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.500%, due 09/25/35		408,115
	586,111	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.500%, due 11/25/35		543,903
	310,000	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.500%, due 11/25/35		218,864
	530,990	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.500%, due 12/25/35		333,267
	35,904	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.563%, due 12/20/35		20,224
	484,809	C,I	Countrywide Home Loan Mortgage Pass-through Trust, 5.616%, due 06/25/47		295,476
	764,112	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.680%, due 04/25/37		416,927
	689,472	C,I	Countrywide Home Loan Mortgage Pass-through Trust, 5.930%, due 09/25/47		200,578
	179,481	C,I	Countrywide Home Loan Mortgage Pass-through Trust, 6.001%, due 09/25/37		52,758
	2,894,387	C,S,I	Countrywide Home Loan Mortgage Pass-through Trust, 6.086%, due 09/25/47		1,539,708

Principal Amount				Value
$	624,624	C,S,I	Countrywide Home Loan Mortgage Pass-through Trust, 6.086%, due 09/25/47	$	521,539
	443,488	C,I	Countrywide Home Loan Mortgage Pass-through Trust, 6.201%, due 09/25/37		132,704
	140,272	C,I	Countrywide Home Loan Mortgage Pass-through Trust, 6.232%, due 11/25/37		36,296
	146,829	C,I	Countrywide Home Loan Mortgage Pass-through Trust, 6.388%, due 11/25/37		38,393
	250,000	C,S	Credit Suisse Mortgage Capital Certificates, 5.723%, due 06/15/39		159,495
	279,078	#,C,I	Deutsche Alternative-A Securities, Inc. Alternate Loan Trust, 0.971%, due 01/27/37		82,677
	55,604	C,S	Deutsche Alternative-A Securities, Inc. Alternate Loan Trust, 5.961%, due 06/25/36		51,180
	299,288	C,S	Deutsche Alternative-A Securities, Inc. Alternate Loan Trust, 6.005%, due 10/25/36		239,801
	21,637	C,S	Deutsche Alternative-A Securities, Inc. Alternate Loan Trust, 6.360%, due 07/25/36		20,853
	189,362	C,S	First Horizon Alternative Mortgage Securities, 5.500%, due 04/25/37		178,022
	918,271	C,S	First Horizon Mortgage Pass-through Trust, 6.132%, due 11/25/37		611,839
	705,000	C,S	GE Capital Commercial Mortgage Corp., 4.433%, due 07/10/39		693,966
	233,000	C,S	GMAC Commercial Mortgage Securities, Inc., 6.987%, due 05/15/30		232,301
	962,000	C,S	Greenwich Capital Commercial Funding Corp., 5.381%, due 03/10/39		760,970
	1,235,000	C,S	Greenwich Capital Commercial Funding Corp., 5.736%, due 12/10/49		925,860
	310,000	C,S	GS Mortgage Securities Corp. II, 5.560%, due 11/10/39		246,834
	166,217	C,S	GSR Mortgage Loan Trust, 4.506%, due 05/25/34		114,648

See Accompanying Notes to Financial Statements
151

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	778,530	C,S	GSR Mortgage Loan Trust, 4.560%, due 09/25/35	$	498,133
	509,095	C,S	GSR Mortgage Loan Trust, 4.586%, due 09/25/35		391,540
	742,184	C	GSR Mortgage Loan Trust, 5.346%, due 11/25/35		408,201
	541,752	C,I	GSR Mortgage Loan Trust, 5.826%, due 03/25/37		296,072
	3,882,285	C,S	GSR Mortgage Loan Trust, 5.999%, due 03/25/47		2,063,695
	101,163	C,S	Indymac Index Mortgage Loan Trust, 5.315%, due 01/25/36		32,592
	490,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.305%, due 01/15/49		387,356
	700,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.420%, due 01/15/49		497,048
	920,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.440%, due 06/12/47		666,701
	1,090,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.466%, due 06/12/47		502,580
	110,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.502%, due 06/12/47		28,783
	770,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.804%, due 06/15/49		590,956
	1,430,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 6.068%, due 02/12/51		1,017,740
	550,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 6.579%, due 02/12/51		149,648
	850,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 6.579%, due 02/12/51		407,026
	349,448	C,S	JPMorgan Commercial Mortgage Finance Corp., 7.770%, due 10/15/32		349,631
	390,131	C,S	JPMorgan Mortgage Trust, 5.138%, due 11/25/33		303,005

Principal Amount				Value
$	1,015,179	C,I	JPMorgan Mortgage Trust, 5.298%, due 07/25/35	$	783,300
	483,968	C,S	JPMorgan Mortgage Trust, 5.678%, due 04/25/36		162,698
	204,531	C,S	JPMorgan Mortgage Trust, 5.793%, due 01/25/37		150,226
	314,369	C,I	JPMorgan Mortgage Trust, 6.009%, due 05/25/37		59,007
	1,140,000	C,S	LB-UBS Commercial Mortgage Trust, 5.318%, due 02/15/40		912,122
	450,000	C,S	LB-UBS Commercial Mortgage Trust, 6.149%, due 04/15/41		190,818
	1,720,000	C,S	LB-UBS Commercial Mortgage Trust, 6.166%, due 09/15/45		813,656
	550,394	C,S	MASTR Adjustable Rate Mortgages Trust, 5.036%, due 04/25/36		393,316
	32,008	C,S	MASTR Alternative Loans Trust, 6.000%, due 07/25/34		23,402
	925,829	C,S	MASTR Asset Securitization Trust, 0.921%, due 10/25/36		583,654
	234,913	C,S	Merrill Lynch Mortgage Investors Trust, 4.487%, due 02/25/35		143,314
	567,245	C,S	Merrill Lynch Mortgage Investors Trust, 5.492%, due 12/25/35		370,994
	200,000	C,S	Merrill Lynch Mortgage Trust, 5.657%, due 05/12/39		63,064
	377,793	C	MLCC Mortgage Investors, Inc., 5.801%, due 09/25/37		321,810
	1,011,029	C,S	MLCC Mortgage Investors, Inc., 6.076%, due 10/25/36		753,005
	540,000	C,S	Morgan Stanley Capital I, 5.809%, due 12/12/49		406,036
	23,732	C,S	Nomura Asset Securities Corp., 6.590%, due 03/15/30		23,700
	28,014	C,S	Residential Accredit Loans, Inc., 5.376%, due 04/25/35		7,083
	81,842	C,S	Residential Accredit Loans, Inc., 5.750%, due 01/25/33		81,582
	765,142	C,S	Residential Accredit Loans, Inc., 5.750%, due 04/25/37		334,128
	58,322	C,S	Residential Accredit Loans, Inc., 6.000%, due 05/25/36		57,027

See Accompanying Notes to Financial Statements
152

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	141,398	C,S	Residential Accredit Loans, Inc., 6.000%, due 09/25/36	$	136,094
	600,000	C,S	Residential Asset Securitization Trust, 5.500%, due 12/25/35		235,696
	1,040,787	C,S	Residential Asset Securitization Trust, 6.000%, due 06/25/35		709,049
	238,775	C,S	Residential Asset Securitization Trust, 6.000%, due 09/25/36		116,809
	198,465	C,S	Residential Asset Securitization Trust, 6.250%, due 11/25/36		113,104
	507,619	C,I	Residential Funding Mortgage Securities I, 5.764%, due 07/27/37		131,698
	417,000	C,S	SLM Student Loan Trust, 2.396%, due 06/15/39		165,432
	112,109	C,I	Structured Asset Mortgage Investments, Inc., 1.081%, due 09/19/32		31,084
	666,288	C,I	Suntrust Adjustable Rate Mortgage Loan Trust, 5.660%, due 06/25/37		448,637
	2,260,455	C,S	Suntrust Adjustable Rate Mortgage Loan Trust, 5.827%, due 02/25/37		1,297,815
	296,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.275%, due 11/15/48		242,931
	910,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.902%, due 02/15/51		660,571
	430,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.952%, due 05/15/46		114,298
	734,343	C,S	Wachovia Mortgage Loan Trust, LLC, 5.981%, due 03/20/37		396,163
	262,038	C,I	Washington Mutual Mortgage Pass-through Certificates, 3.096%, due 11/25/46		97,121
	182,085	C,I	Washington Mutual Mortgage Pass-through Certificates, 4.375%, due 04/25/47		60,088
	241,148	C,S	Washington Mutual Mortgage Pass-through Certificates, 4.491%, due 09/25/33		207,954

Principal Amount				Value
$	617,318	C,S	Washington Mutual Mortgage Pass-through Certificates, 4.834%, due 10/25/35	$	451,719
	575,174	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.047%, due 12/25/35		463,792
	2,109,814	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.347%, due 03/25/37		1,209,591
	3,080,608	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.449%, due 02/25/37		1,840,258
	1,791,118	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.506%, due 09/25/36		1,256,297
	156,272	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.548%, due 11/25/36		102,694
	2,078,844	C,S,I	Washington Mutual Mortgage Pass-through Certificates, 5.606%, due 12/25/36		1,034,713
	268,105	C,S,I	Washington Mutual Mortgage Pass-through Certificates, 5.606%, due 12/25/36		79,358
	346,932	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.631%, due 11/25/36		112,669
	166,143	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.646%, due 05/25/37		106,242
	648,270	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.667%, due 03/25/37		167,550
	926,813	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.688%, due 06/25/37		485,715

See Accompanying Notes to Financial Statements
153

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	222,432	C,I	Washington Mutual Mortgage Pass-through Certificates, 5.706%, due 02/25/37	$	57,334
	569,044	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.750%, due 10/25/36		322,604
	104,385	C,I	Washington Mutual Mortgage Pass-through Certificates, 5.752%, due 11/25/36		29,556
	1,910,555	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.762%, due 02/25/37		1,194,150
	541,831	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.859%, due 07/25/37		274,168
	113,548	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.863%, due 02/25/37		48,816
	1,118,169	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.871%, due 08/25/46		622,441
	780,585	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.929%, due 09/25/36		662,974
	515,301	C,S	Wells Fargo Mortgage-Backed Securities Trust, 3.986%, due 10/25/34		473,077
	81,425	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.368%, due 09/25/34		58,291
	1,469,022	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.388%, due 12/25/34		1,120,830
	1,040,392	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.542%, due 02/25/35		657,466
	216,449	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.543%, due 11/25/34		131,956

Principal Amount				Value
$	162,338	C,I	Wells Fargo Mortgage-Backed Securities Trust, 4.818%, due 07/25/36	$	45,370
	351,836	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.876%, due 10/25/35		236,325
	440,983	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.092%, due 03/25/36		316,716
	300,862	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.093%, due 03/25/36		187,281
	598,268	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.205%, due 04/25/36		393,257
	427,467	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.240%, due 04/25/36		218,023
	198,558	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.245%, due 10/25/34		169,538
	1,750,302	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.545%, due 04/25/36		979,629
	590,316	C,I	Wells Fargo Mortgage-Backed Securities Trust, 5.557%, due 07/25/36		161,730
	3,225,561	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.594%, due 07/25/36		1,784,101
	268,324	C,S,I	Wells Fargo Mortgage-Backed Securities Trust, 5.628%, due 07/25/36		143,736
	406,320	C,S,I	Wells Fargo Mortgage-Backed Securities Trust, 5.628%, due 07/25/36		112,662
	5,086,374	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.750%, due 09/25/36		2,758,504
	251,365	C,S	Wells Fargo Mortgage-Backed Securities Trust, 6.000%, due 10/25/36		230,149
	933,524	C,S	Wells Fargo Mortgage-Backed Securities Trust, 6.099%, due 09/25/36		646,212
Total Collateralized Mortgage Obligations (Cost $98,896,612)					66,847,660

See Accompanying Notes to Financial Statements
154

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
OTHER BONDS: 21.0%
			Event Linked Notes: 1.5%
EUR	250,000	#,S	Aiolos Ltd. - Floating Rate Catastrophe Linked Nts., 3-month EUR-EURIBOR +4.750%, 04/08/09, 7.547%, due 04/08/09	$	342,699
$	500,000	#,S	Akibare Ltd. - Catastrophe Linked Class A Floating Rate Nts., 3-month USD LIBOR +2.950%, 05/22/12, 5.103%, due 05/22/12		484,925
	500,000	#,S	Calabash Re Ltd. - Class A-1 Floating Rate Catastrophe Linked Nts., 3-month USD-LIBOR +8.500%, 06/01/09, 10.653%, due 06/01/09		501,175
	500,000	#,S	Cat-Mex Ltd. - Class A Floating Rate Catastrophe Linked Nts., 3-month USD-LIBOR +2.350%, 05/19/09, 4.585%, due 05/19/09		489,200
	300,000	#,S	Champlain Ltd. - Class A Floating Rate Catastrophe Linked Nts., 3-month US-LIBOR +12.750%, 01/7/09, 17.084%, due 01/07/09		300,170
	310,000	#,S	Eurus Ltd. - Floating Rate Catastrophe Linked Nts., 3-month USD LIBOR +6.250%, 04/08/09, 9.758%, due 04/08/09		302,932
	360,000	#,S	Fhu-Jin Ltd. - Class B Floating Rate Catastrophe Linked Nts., 3-month USD-LIBOR +3.900%, 08/10/11, 7.093%, due 08/10/11		347,652
	250,000	#,S	Foundation Re II Ltd. - Series 2006-I, Class G Floating Rate Catastrophe Linked Nts., 3-month USD-LIBOR +9.800%, 01/08/09, 11.841%, due 01/08/09		249,261
	450,000	#,S	Fusion 2007 Ltd. Floating Rate Note, 3-month USD-LIBOR +6.000%, 05/19/09, 8.239%, due 05/19/09		445,793

Principal Amount				Value
$	750,000	#,S	Lakeside RE Ltd. - Floating Rate Catastrophe Linked Nts., 3-month USD-LIBOR +6.500%, 12/31/09, 7.959%, due 12/31/09	$	743,325
	250,000	#,S	Medquake Ltd. - Catastrophe Linked Class B Floating Rate Nts., 3-month USD-LIBOR +5.100%, 05/31/10, 7.249%, due 05/31/10		244,575
	250,000	#,S	Midori Ltd. - Catastrophe Linked Floating Rate Nts., 3-month USD-LIBOR +2.750%, 10/24/12, 7.503%, due 10/24/12		240,725
	250,000	#,S	Muteki Ltd. - Catastrophe Linked Floating Rate Nts., Japan Earthquake, 3-month USD-LIBOR +4.400%, 05/24/11, 6.549%, due 05/24/11		237,375
	630,000	#,S	Nelson RE Ltd. - Catastrophe Linked Class A Series 2007-I Floating Rate Nts., 3-month USD-LIBOR +11.900%, 06/21/10, 14.049%, due 06/21/10		610,848
	500,000	#,S	Osiris Capital PLC - Mortality Index Catastrophe Linked Nts. Series D3, 3-month USD-LIBOR +5.000%, 01/15/10, 9.753%, due 01/15/10		489,250
	250,000	#,S	Residential RE 2007 - Catastrophe Linked Class 3 Floating Rate Nts., 3-month USD-LIBOR +12.250%, 06/07/10, 14.453%, due 06/07/10		241,475
	450,000	#,S	Residential Reinsurance Ltd. - Class 2 Floating Rate Catastrophe Linked Nts., US Hurricane and US Earthquake, 3-month USD-LIBOR +11.500%, 06/06/11, 13.703%, due 06/06/11		434,306

See Accompanying Notes to Financial Statements
155

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Event Linked Notes (continued)
$	610,000	#,S	VASCO Re 2006 Ltd. - Floating Rate Catastrophe Linked Nts., 3-month USD-LIBOR +8.500%, 06/05/09, 10.701%, due 06/05/09	$	612,349
	701,000	#,I	Vega Capital LTD. - Class D Catastrophe Linked Nts., 0.000%*, 06/24/11, 0.001%, due 06/24/11		718,525
	680,000	#,S	Willow RE Ltd. - Catastrophe Linked Floating Rate Nts., 3-month USD-LIBOR +5.125%, 06/16/10, 8.545%, due 06/16/10		409,870
					8,446,430
			Foreign Government Bonds: 19.5%
EGP	3,885,000	#,S	Arab Republic of Egypt, 8.750%, due 07/18/12		583,323
$	1,290,000	S	Argentina Government International Bond, 1.318%, due 12/15/35		38,700
	1,294,000	S	Argentina Government International Bond, 7.000%, due 03/28/11		527,629
	900,000	#,S	Banco Nacional de Desenvolvimento Economico e Social, 6.369%, due 06/16/18		859,500
EUR	355,000	S	Belgium Government International Bond, 5.000%, due 03/28/35		560,936
BRL	5,457,000	S	Brazil Notas do Tesouro Nacional Series F, 10.000%, due 01/01/12		2,312,298
BRL	8,767,000	S	Brazil Notas do Tesouro Nacional Series F, 10.000%, due 01/01/17		3,384,261
EUR	4,155,000	S	Bundesrepublik Deutschland, 3.750%, due 07/04/13		6,121,602
EUR	2,810,000	S	Bundesrepublik Deutschland, 4.000%, due 01/04/37		4,188,662
EUR	1,055,000	S	Bundesrepublik Deutschland, 5.500%, due 01/04/31		1,819,718
CAD	375,000	S	Canadian Government International Bond, 3.500%, due 06/01/13		326,929
CAD	280,000	S	Canadian Government International Bond, 3.750%, due 06/01/10		235,626
CAD	170,000	S	Canadian Government International Bond, 4.250%, due 06/01/18		155,437
CAD	395,000	S	Canadian Government International Bond, 5.000%, due 06/01/37		409,175

Principal Amount				Value
$	1,050,000	C, I	Credit Suisse First Boston International for CJSC The EXIM of Ukraine, 8.400%, due 02/09/16	$	157,500
DKK	2,405,000	S	Denmark Government International Bond, 5.000%, due 11/15/13		487,597
$	2,470,000	C,S,L	Federative Republic of Brazil, 6.000%, due 01/17/17		2,562,625
	2,530,000	S	Federative Republic of Brazil, 8.000%, due 01/15/18		2,846,250
	415,000	S	Federative Republic of Brazil, 8.875%, due 10/14/19		508,375
EUR	1,860,000	S	French Treasury Note, 3.750%, due 01/12/13		2,693,908
EUR	735,000	S	French Treasury Note, 4.500%, due 07/12/12		1,087,543
EUR	2,000,000	S	Government of France, 4.000%, due 10/25/38		2,931,429
EUR	825,000	S	Hellenic Republic Government International Bond, 4.600%, due 05/20/13		1,126,780
HUF	81,200,000	S	Hungary Government International Bond, 5.500%, due 02/12/14		364,826
HUF	260,000,000	S	Hungary Government International Bond, 6.000%, due 10/24/12		1,214,679
$	930,000	#,S	Indonesia Government International Bond, 6.750%, due 03/10/14		832,350
	860,000	#,S	Indonesia Government International Bond, 6.875%, due 01/17/18		718,100
	555,000	#,S	Indonesia Government International Bond, 7.250%, due 04/20/15		496,725
	130,000	#,S	Indonesia Government International Bond, 7.750%, due 01/17/38		108,550
	1,330,000	#,S	Indonesia Government International Bond, 8.500%, due 10/12/35		1,137,150
ILS	3,700,000	S	Israel Government International Bond, 7.500%, due 03/31/14		1,208,255
EUR	1,100,000	S	Italy Certificati di Credito del Tesoro, 2.200%, due 07/01/09		1,529,511
JPY	329,000,000	S	Japan Government 10-Year Bond, 1.700%, due 09/20/16		3,867,138
JPY	118,000,000	S	Japan Government 10-Year Bond, 2.000%, due 03/20/16		1,413,213
JPY	196,000,000	S	Japan Government 20-Year Bond, 1.000%, due 03/20/23		2,000,383

See Accompanying Notes to Financial Statements
156

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Foreign Government Bonds (continued)
JPY	146,000,000	S	Japan Government 20-Year Bond, 2.000%, due 12/20/24	$	1,686,333
JPY	82,000,000	S	Japan Government 20-Year Bond, 2.100%, due 03/20/25		965,869
JPY	629,000,000	S	Japan Government 2-Year Bond, 0.900%, due 06/15/10		6,988,204
JPY	722,000,000	S	Japan Government 5-Year Bond, 1.500%, due 06/20/13		8,265,861
MXN	18,760,000	S	Mexico Government International Bond, 8.000%, due 12/19/13		1,366,038
MXN	12,800,000	S	Mexico Government International Bond, 10.000%, due 12/05/24		1,064,040
$	395,000		Mexico Government International Bond, 8.375%, due 01/14/11		428,575
NGN	40,200,000	S	Nigeria Treasury Bond, 9.230%, due 05/25/12		272,364
NGN	12,700,000	S	Nigeria Treasury Bond, 12.500%, due 02/24/09		90,909
NGN	17,600,000	S	Nigeria Treasury Bond, 15.000%, due 01/27/09		126,347
NOK	1,335,000	S	Norway Government International Bond, 6.500%, due 05/15/13		216,199
$	65,000	S	Panama Government International Bond, 6.700%, due 01/26/36		58,825
	435,000	S	Panama Government International Bond, 7.125%, due 01/29/26		412,163
	2,234,000	S	Panama Government International Bond, 7.250%, due 03/15/15		2,289,850
	240,000	S	Panama Government International Bond, 8.875%, due 09/30/27		259,824
	450,000	S	Panama Government International Bond, 9.375%, due 04/01/29		497,250
PEN	3,800,000	S	Peru Government International Bond, 7.840%, due 08/12/20		1,237,005
PEN	4,570,000	S	Peru Government International Bond, 8.600%, due 08/12/17		1,558,571
PEN	3,550,000	S	Peru Government International Bond, 9.910%, due 05/05/15		1,273,194
PEN	4,355,000	S	Peru Government International Bond, 12.250%, due 08/10/11		1,544,098
PEN	4,131,000	S,Z	Peruvian Certificates of Deposit, 6.890%, due 01/05/09		1,314,557

Principal Amount				Value
PEN	97,000	S,Z	Peruvian Certificates of Deposit, 8.610%, due 04/13/09	$	30,154
$	200,000	S	Philippine Government International Bond, 9.000%, due 02/15/13		213,000
PLN	1,815,000	S	Poland Government International Bond, 5.250%, due 04/25/13		613,098
PLN	635,000	S	Poland Government International Bond, 5.750%, due 09/23/22		222,032
$	495,000	S	Republic of Colombia, 7.375%, due 09/18/37		487,575
	335,000	S	Republic of Colombia, 8.250%, due 12/22/14		363,040
	20,000	S	Republic of Colombia, 10.750%, due 01/15/13		23,400
COP	3,183,000,000	S	Republic of Colombia, 12.000%, due 10/22/15		1,563,500
$	785,000	S	Republic of Turkey, 6.750%, due 04/03/18		749,675
	1,405,000	S	Republic of Turkey, 7.000%, due 09/26/16		1,382,450
	210,000	S	Republic of Turkey, 7.000%, due 03/11/19		198,571
	270,000	S	Republic of Turkey, 7.250%, due 03/15/15		270,000
UYU	9,900,000	S	Republica Orient Uruguay, 4.250%, due 04/05/27		222,141
UYU	11,880,000	S	Republica Orient Uruguay, 5.000%, due 09/14/18		400,424
$	400,000	S	Republica Orient Uruguay, 7.625%, due 03/21/36		338,000
	340,000	#,S	RSHB Capital SA for OJSC Russian Agricultural Bank, 7.750%, due 05/29/18		221,000
ILS	3,590,000	S	State of Israel, 5.500%, due 02/28/17		1,046,109
SEK	3,940,000	S	Sweden Government International Bond, 4.500%, due 08/12/15		568,009
TRY	1,075,000	S	Turkey Government International Bond, 10.000%, due 02/15/12		635,368
TRY	235,000	S	Turkey Government International Bond, 12.000%, due 08/14/13		124,846
TRY	2,260,000	S	Turkey Government International Bond, 14.000%, due 01/19/11		1,404,172
TRY	6,940,000	S	Turkey Government International Bond, 16.000%, due 03/07/12		4,415,342
TRY	2,700,000	S,Z	Turkey Government International Bond, 16.010%, due 10/07/09		1,555,539
TRY	4,565,000	S,Z	Turkey Government International Bond, 16.517%, due 01/13/10		2,523,663

See Accompanying Notes to Financial Statements
157

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Foreign Government Bonds (continued)
TRY	1,000,000	Z	Turkey Government International Bond, 17.098%, due 06/23/10	$	517,169
GBP	825,000	S	United Kingdom Gilt, 4.750%, due 12/07/38		1,409,515
GBP	385,000	S	United Kingdom Gilt, 5.000%, due 03/07/12		599,700
GBP	425,000	S	United Kingdom Gilt Bond, 4.750%, due 06/07/10		643,377
GBP	410,000	S	United Kingdom Gilt Bond, 5.000%, due 03/07/18		682,601
$	1,085,000	S	Uruguay Government International Bond, 8.000%, due 11/18/22		1,009,050
	1,330,000	S	Venezuela Government International Bond, 7.650%, due 04/21/25		525,350
	540,000	S	Venezuela Government International Bond, 9.000%, due 05/07/23		235,278
	410,000	S	Venezuela Government International Bond, 10.750%, due 09/19/13		270,600
					108,196,507
Total Other Bonds (Cost $122,418,463)					116,642,937
STRUCTURED PRODUCTS: 6.9%
	520,000	I	Barclays Bank PLC - Custom Basket of African Currencies Unsecured Linked Nts., 10.250%, 05/07/09		452,920
	520,000	I	Barclays Bank PLC - Custom Basket of African Currencies Unsecured Linked Nts., 10.000%*, 05/15/09		454,792
BRL	1,250,000	I	Citigroup Funding Inc. - Brazil T-Bond Unsecured Credit Linked Nts., 9.762%, 01/03/17		450,936
COP	525,000,000	S	Citigroup Funding Inc. - Colombia (TES) Unsecured Credit Linked Nts., 11.250%, 10/25/18		241,567
COP	132,000,000	I	Citigroup Funding Inc. - Colombia (TES) Unsecured Credit Linked Nts., 7.000%, 02/26/15		114,548
COP	207,000,000	I	Citigroup Funding Inc. - Colombia (TES) Unsecured Credit Linked Nts., 7.000%, 02/26/15		179,632

Principal Amount				Value
COP	361,000,000	I	Citigroup Funding Inc. - Colombia (TES) Unsecured Credit Linked Nts., 7.000%, 02/26/15	$	313,271
$	1,030,000	S	Citigroup Funding Inc. - Custom Basket of African Currencies Credit Linked Nts., 04/29/09		909,336
DOP	3,770,000	I	Citigroup Funding Inc. - Dominican Republic T-Bond Unsecured Credit Linked Nts., 12.000%, 02/22/11		86,691
DOP	10,390,000	S	Citigroup Funding Inc. - Dominican Republic T-Bond Unsecured Credit Linked Nts., 14.218%*, 05/11/09		271,602
DOP	14,500,000	S	Citigroup Funding Inc. - Dominican Republic Unsecured Credit Linked Nts., 13.182%*, 02/23/09		396,979
DOP	10,200,000	S	Citigroup Funding Inc. - Dominican Republic Unsecured Credit Linked Nts., 15.000%, 03/12/12		228,924
EGP	2,650,000	S	Citigroup Funding Inc. - Egypt (The Arab Republic of) T-Bill Unsecured Credit Linked Nts., 5.765%*, 02/05/09		475,256
EGP	1,900,000	S	Citigroup Funding Inc. - Egypt (The Arab Republic of) T-Bill Unsecured Credit Linked Nts., 6.089%*, 03/05/09		337,861
EGP	2,810,000	S	Citigroup Funding Inc. - Egypt (The Arab Republic of) T-Bill Unsecured Credit Linked Nts., 6.267%*, 03/26/09		496,324
EGP	2,820,000	S	Citigroup Funding Inc. - Egypt (The Arab Republic of) T-Bill Unsecured Credit Linked Nts., 6.529%*, 03/26/09		498,090
EGP	2,620,000	S	Citigroup Funding Inc. - Egypt (The Arab Republic of) T-Bill Unsecured Credit Linked Nts., 6.641%*, 02/17/09		467,730

See Accompanying Notes to Financial Statements
158

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
STRUCTURED PRODUCTS (continued)
EGP	1,140,000	S	Citigroup Funding Inc. - Egypt (The Arab Republic of) T-Bill Unsecured Credit Linked Nts., 7.812%*, 04/16/09	$	200,011
GHS	610,000	S	Citigroup Funding Inc. - Ghana (Republic of) Unsecured Credit Linked Nts. 13.500%, 04/02/10		418,313
NGN	96,000,000	I	Citigroup Funding Inc. - Nigeria Unsecured Credit Linked Nts (linked to Nigerian Treasury Bonds), 14.500%, 03/01/11		699,295
ZMK	565,000,000	S	Citigroup Funding Inc. - Zambia T-Bill Unsecured Credit Linked Nts., 10.717%*, 03/04/09		114,156
ZMK	565,000,000	S	Citigroup Funding Inc. - Zambia T-Bill Unsecured Credit Linked Nts., 10.793%*, 02/25/09		114,457
ZMK	365,000,000	S	Citigroup Funding Inc. - Zambia T-Bill Unsecured Credit Linked Nts., 11.399%*, 06/11/09		69,623
UAH	300,000	S	Citigroup Global Markets Holdings Inc. - Ukraine Currency Indexed Unsecured Credit Linked Nts., 11.940%, 01/02/10		33,801
$	400,000	@@,C,S,I	Cloverie PLC - Series 2005-93 Secured Credit Linked Nts., 3-month USD-LIBOR+4.250%, 12/20/10		255,720
	325,000	@@,#,I	Coriolanus Limited - Argentine Republic Credit Linked Nts., one-month USD-LIBOR + 3.000%, 12/22/11		325,000
	500,000	@@,#,I	Coriolanus Limited - Coriolanus Limited Pass-Through Emerging Markets Portfolio Credit Linked Nts., 10.620%, 09/10/10		32,750
	630,000	@@,#,I,Z	Coriolanus Limited - JSC Halyk Bank of Kazakhstan Credit Linked Nts., 7.250%, 03/25/09		623,700

Principal Amount				Value
BRL	3,700,000	@@,#	Coriolanus Limited - Secured Pass-Through Rondonia Precatorio Inflation Linked Nts., 0.000%, 12/31/17	$	1,090,008
COP	13,368,000,000	I	Credit and Repackaged Securities Limited ("CARS") - Republic of Colombia COP - Linked Medium Term Credit Linked Nts., 10.476%*, 02/08/37		87,393
TRY	4,540,000	I	Credit and Repackaged Securities Limited ("CARS") - Republic of Turkey Medium Term Credit Linked Nts., 14.802%*, 03/29/17		638,865
UAH	4,600,000	I	Credit Suisse First Boston, Nassau - Ukraine Government International Bonds Series EMG 27 Credit Linked Nts., 11.940%, 12/30/09		422,319
UAH	400,000	I	Credit Suisse First Boston, Nassau - Ukraine Series EMG 13 Credit Linked Nts., 11.940%, 12/30/09		36,723
UAH	1,440,000	I	Credit Suisse First Boston, Nassau - Ukraine Series NPC 12 Credit Linked Nts., 11.940%, 12/30/09		132,204
UAH	995,000	S	Credit Suisse International - Boryspil Airport Total Return Linked Nts., 10.000%, 04/19/10		55,583
IDR	3,700,000,000	S	Credit Suisse International - Indonesia (Republic of) Total Return Linked Nts., 12.000%, 09/16/11		342,073
RUB	12,330,000	I	Credit Suisse International - Moitk Total Return Linked Nts., 8.990%, 03/26/11		130,831
RUB	21,800,000	I	Credit Suisse International - Moscoblgaz - Finans RUR Total Return Linked Nts., 9.250%, 06/24/12		289,144
$	830,000	S	Credit Suisse International - NJSC Naftogaz of Ukraine Credit Linked Nts. - Multiple LPN Reference Obligations, 5.000%, 01/20/09		816,883

See Accompanying Notes to Financial Statements
159

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal
Amount

Value

STRUCTURED PRODUCTS (continued)

RUB

24,380,000

@@,I

Credit Suisse
International - Oreniz
Total Return
Linked Nts., 9.240%,
02/21/12

323,363

RUB

10,610,000

@@,I

Credit Suisse
International - Russian
Railways Total Return
Linked Bonds,
6.670%, 01/22/09

333,685

RUB

19,450,000

I,±

Credit Suisse
International -
SPETSSTROY - 2 Credit
Linked Fully Funded
Total Return Linked
Nts., 8.590%, 5/20/10

51,595

VND

3,048,000,000

@@,I

Credit Suisse
International -
Vietnam Shipbuilding
Industry Group Total
Return Credit Linked
Nts., 10.500%,
01/19/17

106,348

VND

7,600,000,000

@@,S

Deutsche Bank A.G.,
Singapore - Vietnam
Shipping Industry
Group Total Return
Linked Nts.,
9.000%, 04/20/17

184,142

MXN

2,200,634

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

147,784

MXN

1,438,126

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

96,578

MXN

1,438,336

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

96,592

BRL

595,000

Deutsche Bank AG,
London - Brazil IPCA
Total Return Credit
Linked Nts.,
6.000%, 08/18/10

454,402

COP

457,000,000

Deutsche Bank AG,
London - Colombia
(Republic of) Total
Return Credit Linked
Nts., 13.500%, 09/16/14

227,250

Principal Amount				Value
NGN	19,500,000	S	Deutsche Bank AG, London - Nigeria Total Return Credit Linked Nts., 12.500%, 02/27/09	$	144,934
NGN	26,000,000	S	Deutsche Bank AG, London - Nigeria Total Return Credit Linked Nts., 15.000%, 01/30/09		190,800
$	457,170	@@,I	Deutsche Bank AG, London - TMM SA Credit Linked Nts., 6.000%, 09/07/12		251,444
	420,000	@@,S	Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts., 6-month USD-LIBOR +3.400%, 08/25/10		237,325
	420,000	@@,S	Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts., 6-month USD-LIBOR +3.500%, 02/25/11		212,642
	420,000	@@,S	Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts., 6-month USD-LIBOR +3.600%, 08/25/11		192,864
	420,000	@@,S	Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts., 6-month USD-LIBOR +3.680%, 02/27/12		179,252
	420,000	@@,S	Deutsche Bank AG, London - Ukrtelecom Floating Rate Credit Linked Total Return Nts., 6-month USD-LIBOR +3.750%, 08/28/12		170,415
IDR	4,800,000,000	S	Deutsche Bank AG, Singapore - Indonesia Credit Linked Nts., 12.800%, 06/22/21		369,072
$	157,867	S	Deutsche Bank International Asia Limited, Singapore - Indonesia Credit Linked Nts., 14.250%, 06/22/13		172,005
RUB	7,890,000	@@,I	Dresdner Bank AG, London - Lukoil Credit Linked Nts., 7.100%, 12/12/11		191,727

See Accompanying Notes to Financial Statements
160

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
STRUCTURED PRODUCTS (continued)
$	900,000	@@,#,I	Eirles Two Limited 335 - Floating Rate Credit Linked Nts., 6-month USD-LIBOR +1.650%,04/30/12	$	313,920
	900,000	@@,#,I	Eirles Two Ltd. 324 - Floating Rate Credit Linked Nts., 6-month USD-LIBOR +3.200%, 04/30/12		349,740
	505,000	I	Emblem Finance Co. Limited - Kingdom of Swaziland Floating Rate Credit Linked Nts., 3-month USD-LIBOR +4.000%, 06/20/10		534,492
RUB	19,300,000	@@,S	Goldman Sachs Capital Markets LP - OJSC Russian Agricultural Bank Total Return Linked Nts., 8.000%, 05/13/09		572,733
$	3,000,000	@@,#,I	Hallertau SPC 2007-01 - Republic of Philippines Credit Linked Nts., 6-month USD-LIBOR +2.050%, 12/20/17		2,185,500
	3,140,000	@@,#,I	Hallertau SPC 2008-2A - Doux Frangosul S.A. ARGO Avicola Credit Linked Nts., 9.264%, 09/17/13		3,179,878
BRL	2,532,671	@@,#,I,±	Hallertau SPC,Series 2008-1, Certificado de Direitos Creditorios do Agronegocio/Frigorifico Margen Ltda. Credit Linked Nts., 9.888%*, 08/02/10		220,251
$	290,000	@@,S	HSBC Bank PLC - Unsecured Currency Linked Nts., USD/TRY, 03/09/09		264,364
	290,000	@@,S,Z	HSBC Bank PLC - Unsecured Currency Linked Nts., USD/TRY, 07/08/09		263,030
	920,000	@@,S,Z	HSBC Bank PLC - Unsecured Currency Linked Nts., Zero Coupon, 01/12/10		718,152
BRL	12,716,000	I	JPMorgan Chase Bank N.A, London. - Brazil Unsecured Credit Linked Nts., 12.184%*, 01/02/15		2,498,097
COP	6,500,000,000	I	JPMorgan Chase Bank N.A. - COP and Colombia Credit Linked Nts., 10.190%*, 01/05/16		1,399,972

Principal Amount				Value
COP	2,663,000,000	I	JPMorgan Chase Bank N.A. - COP and Colombia Credit Linked Nts., 10.218%*, 10/31/16	$	526,186
COP	2,674,000,000	I	JPMorgan Chase Bank N.A. - COP and Colombia Credit Linked Nts., 10.218%*, 10/31/16		528,359
PEN	1,360,000	I	JPMorgan Chase Bank N.A. - PEN and Peru Credit Linked Nts., 8.115%*, 09/02/15		231,843
BRL	405,000	I	JPMorgan Chase Bank N.A., London - Brazil NTN - B Credit Linked Nts., Rate Linked to Inflation, 05/16/45		259,968
IDR	4,190,000,000	I	JPMorgan Chase Bank, N.A., Singapore - Indonesia Credit Linked Nts., 12.800%, 06/17/21		402,701
COP	392,000,000	I	LatAm Walker Cayman Trust Series 2006-102 - COP and Colombia Credit Linked Nts., 10.000%, 11/17/16		163,297
BRL	2,200,458	S,±	Lehman Brothers Treasury Co., BV - Banco BMG Loan Portfolio Pass- Through Notes, 6.357%* 04/20/11		207,475
$	1,307,692	@@,I	MicroAccess Trust 2007 - MicroFinance Institutional Loans, Credit Linked Nts., 7.550%, 5/24/12		1,181,108
BRL	2,049,837	@@,#,I	Morgan Stanley - Brazil Sr. Unsecured Credit Linked Nts., 14.400%, 08/04/16		667,516
BRL	6,135,000	I	Morgan Stanley - Brazilian Real and Credit Linked Nts., 12.551%*, 01/05/22		60,508
PEN	832,000	@@,#,I	Morgan Stanley - PEN Denominated Credit Linked Nts., 6.250%, 03/23/17		161,126
$	200,000	@@,I	Morgan Stanley - The State Road Administration of Ukraine (Republic of) Credit Linked Nts., 6-month USD-LIBOR +2.67%, 10/15/17		50,000

See Accompanying Notes to Financial Statements
161

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
STRUCTURED PRODUCTS (continued)
$	1,200,000	@@,I	Morgan Stanley - The State Road Administration of Ukraine/Republic of Ukraine Credit Linked Nts., 6-month USD-LIBOR +1.80%, 10/15/17	$	300,000
	900,000	@@,S,I	Morgan Stanley - United Mexican States Credit Linked Nts., 6-month USD LIBOR +1.130%, 11/20/15		810,000
RUB	5,859,618	@@,I	Morgan Stanley & Co. International Ltd. - Red Arrow International Leasing PLC Total Return Linked Nts., 8.375%, 07/06/12		155,438
RUB	16,393,246	@@,S	Morgan Stanley & Co. International PLC - EM Whole Loan SA /Russian Federation Total Return Linked Bonds, Series 007, Cl. VR, 5.000%, 08/22/34		277,122
$	954,155	I	Morgan Stanley Capital Services Inc. - WTI Trading Limited Total Return Linked Nts., 15.000%, 03/08/12		586,424
	1,272,553	I	Morgan Stanley Capital Services Inc. - WTI Trading Limited Total Return Linked Nts., 15.000%, 03/08/12		786,819
MXN	414,000	I	Reforma BLN-Backed I - Class 1B Asset-Backed Variable Funding Notes, TIIE +2.000%, 07/31/14		29,895
MXN	690,000	I	Reforma BLN-Backed I - Class 1C Asset-Backed Variable Funding Notes, TIIE +2.000%, 07/31/14		49,825
MXN	345,571	I	Reforma BLN-Backed I - Class 2B Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		24,954
MXN	5,210,380	I	Reforma BLN-Backed I - Class 2C Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		376,241
MXN	379,725	I	Reforma BLN-Backed I - Class 2D Asset-Backed Variable Funding Notes, TIIE +3.500%, 05/20/15		27,420

Principal
Amount

Value

MXN

275,878

Reforma BLN-Backed
I - Class 2E Asset-Backed
Variable Funding
Notes, TIIE +3.500%,
05/20/15

19,921

MXN

176,189

Reforma BLN-Backed
I - Class 2F Asset-Backed
Variable Funding
Notes, TIIE +3.500%,
05/20/15

12,723

MXN

32,447

Reforma BLN-Backed
I - Class 2G Asset-Backed
Variable Funding
Notes, TIIE +3.500%,
05/20/15

2,343

MXN

2,070,000

@@,I

Reforma BLN-Backed
I - Class 1A -
Asset-Backed Variable
Funding Notes, TIIE
+2.000%, 07/31/14

149,475

MXN

197,523

Reforma BLN-Backed
I - Class 2A Asset-Backed
Variable Funding
Notes, TIIE +3.500%,
05/20/15

14,263

300,000

@@,#,C,I

Salisbury Intl.
Investments Ltd. -
Series 2006-003
Tranche E, Secured
Credit Linked Nts.,
3-month USD-LIBOR
+4.150%, 07/22/11

127,770

GHS

263,055

UBS AG, Jersey-Ghana
(Republic of) Credit
Linked Nts., 14.470%,
12/28/11

109,215

Total Structured
Products
(Cost $55,659,699)

38,439,594

Value

COMMON STOCK: 0.1%

Agriculture: 0.0%

12,144

@@,S

MHP S.A. (Low Exercise
Price Warrant, Issuer:
Morgan Stanley)

39,468

39,468

Cosmetics/Personal Care: 0.1%

22,230

@,S

Revlon, Inc. - Class A

148,274

148,274

Investment Companies: 0.0%

144,498

@,#,I

Arco Capital Corp. Ltd

144,498

144,498

Total Common Stock
(Cost $2,454,428)

332,240

See Accompanying Notes to Financial Statements
162

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Value

MUTUAL FUNDS: 2.1%

Open-End Funds: 2.1%

1,614,531

Oppenheimer Master
Loan Fund

11,613,217

Total Mutual Funds
(Cost $16,000,000)

11,613,217

PREFERRED STOCK: 0.0%

Diversified Financial
Services: 0.0%

203

#,P

Preferred Blocker, Inc.

203,000

203,000

Sovereign: 0.0%

21,860

P,S

Federal National
Mortgage
Association - Series S

18,144

18,144

Total Preferred Stock
(Cost $753,751)

221,144

# of
Contracts

Value

POSITIONS IN PURCHASED OPTIONS: 0.0%

19,655,000

@@,S

Call Swaption OTC -
J. Aron & Company
28-Day
MXN-TIIE-BANXICO -
Fund Pays Floating
Strike @ 9.320%-Exp
06/11/09

104,711

Total Positions in
Purchased Options
(Cost $55,710)

104,711

Total Long-Term
Investments
(Cost $556,823,246)

463,612,564

Value

SHORT-TERM INVESTMENTS: 24.4%

Affiliated Mutual Fund: 12.1%

67,160,961

ING Institutional Prime
Money Market
Fund - Class I

67,160,961

Total Mutual Fund
(Cost $67,160,961)

67,160,961

Principal
Amount

Value

Foreign Government
Securities: 0.8%

1,900,000

S,Z

Egypt Treasury Bill,
13.190%,
due 01/06/09

343,993

EGP

1,650,000

S,Z

Egypt Treasury Bill,
13.370%, due 01/06/09

298,722

MXN

34,700,000

Mexican Cetes,
8.390%, due 04/02/09

2,453,067

Principal
Amount

Value

NGN

26,400,000

S,Z

Nigeria Treasury Bill,
0.000%, due 04/09/09

187,087

NGN

95,300,000

S,Z

Nigeria Treasury Bill,
5.660%, due 02/05/09

678,392

NGN

122,000,000

S,Z

Nigeria Treasury Bill,
9.720%, due 01/08/09

871,532

Total Foreign
Government Securities
(Cost $4,891,991)

4,832,793

U.S. Government Agency
Obligations: 8.8%

48,800,000

S,Z

Fannie Mae, 0.170%,
due 02/23/09

48,787,601

Total U.S. Government
Agency Obligations
(Cost $48,787,601)

48,787,601

Securities Lending
Collateral^cc: 2.7%

15,242,603

Bank of New York
Mellon Corp.
Institutional Cash
Reserves

15,155,475

Total Securities Lending
Collateral
(Cost $15,242,603)

15,155,475

Total Short-Term
Investments
(Cost $136,083,156)

135,936,830

Total Investments in Securities (Cost $692,906,402)*	107.8	%	$	599,549,394
Other Assets and Liabilities - Net	(7.8	)		(43,366,916	)
Net Assets	100.0	%	$	556,182,478

@ Non-income producing security

@@ Foreign Issuer

& Payment-in-kind

MASTR Mortgage Asset Securitization Transaction, Inc.

+ 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.

cc Securities purchased with cash collateral for securities loaned.

ip Treasury inflation indexed protected security whose principal value is adjusted in accordance with changes to the Consumer Price Index.

## On September 7, 2008, the Federal Housing Finance Agency placed the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation into conservatorship and the U.S. Treasury guaranteed the debt issued by those organizations.

W Settlement is on a when-issued or delayed-delivery basis.

See Accompanying Notes to Financial Statements
163

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2008.

± Defaulted security

^ Interest only securities represent the right to receive the monthly interest payments on an underlying pool of mortgage loans. Principal amount shown represents the notional amount on which current interest is calculated. Payments of principal on the pool reduce the value of the interest only security.

^^ Principal only securities represent the right to receive the monthly principal payments on an underlying pool of mortgage loans. No payments of interest on the pool are passed through the principal only security.

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

AUD Australian Dollar

BRL Brazilian Real

CAD Canadian Dollar

COP Colombian Peso

DOP Dominican Peso

DKK Danish Krone

EGP Egyptian Pound

EUR EU Euro

GBP British Pound

GHS Ghanian Cedi

HUF Hungarian Forint

IDR Indonesian Rupiah

ILS Israeli New Shekel

JPY Japanese Yen

MXN Mexican Peso

MYR Malaysian Ringgit

NGN Nigerian Naira

NOK Norwegian Krone

PEN Peruvian Nuevo Sol

PHP Philippine Peso

PLN Polish Zloty

RUB Russian Ruble

SEK Swedish Krona

TRY Turkish Lira

UAH Ukrainian Hryvnia

UYU Uruguayan Peso Uruguayo

VND Vietnamese Dong

ZMK Zambian Kwacha

* Cost for federal income tax purposes is $693,548,872.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	12,987,969
Gross Unrealized Depreciation		(106,987,447	)
Net Unrealized Depreciation	$	(93,999,478	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	78,922,452	$	1,470,297
Level 2 — Other Significant Observable Inputs		440,616,988		(13,078,350	)
Level 3 — Significant Unobservable Inputs		80,009,954		4,470,657
Total	$	599,549,394	$	(7,137,396	)

* Other financial instruments may include forward foreign currency contracts, futures, unfunded commitments, swaps, and written options. Forward foreign currency contracts, futures, and unfunded commitments are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the year ended December 31, 2008, was as follows:

	Investments in Securities			Other Financial Instruments*
Beginning Balance at 12/31/07	$	110,412,667		$	1,893,269
Net Purchases/(Sales)		320,259			6,991,522
Accrued Discounts/(Premiums)		1,719,426			—
Total Realized Gain/(Loss)		198,537			(6,641,046	)
Total Unrealized Appreciation/(Depreciation)		(33,049,196	)		2,356,441
Net Transfers In/(Out) of Level 3		408,261			(129,529	)
Ending Balance at 12/31/08	$	80,009,954		$	4,470,657

For the year ended December 31, 2008, total change in unrealized gain (loss) on Level 3 securities included in the change in net assets was $(27,326,919). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

See Accompanying Notes to Financial Statements
164

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

At December 31, 2008 the following forward foreign currency contracts were outstanding for the ING Oppenheimer Strategic Income Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
United Arab			USD
Emirates Dirham
AED 1,280,000	BUY	1/29/09		358,042		347,981	$	(10,061	)
Argentine Peso ARS 3,600,000	BUY	2/3/09		882,353		994,131		111,778
Australian Dollar AUD 830,000	BUY	1/9/09		584,436		578,074		(6,362	)
Australian Dollar AUD 2,180,000	BUY	1/9/09		1,319,445		1,518,314		198,869
Australian Dollar AUD 10,050,000	BUY	1/9/09		6,794,704		6,999,566		204,862
Australian Dollar AUD 5,510,000	BUY	1/9/09		3,542,159		3,837,573		295,414
Australian Dollar AUD 223,000	BUY	1/16/09		145,173		155,188		10,015
Australian Dollar AUD 1,660,000	BUY	2/3/09		1,062,191		1,152,948		90,757
Australian Dollar AUD 4,860,000	BUY	2/3/09		3,120,169		3,375,499		255,330
Australian Dollar AUD 3,270,000	BUY	2/3/09		2,189,121		2,271,169		82,048
Australian Dollar AUD 10,170,000	BUY	2/3/09		6,801,493		7,063,545		262,052
Brazilian Real BRL 4,090,000	BUY	1/5/09		1,717,766		1,750,293		32,527
Brazilian Real BRL 8,090,000	BUY	1/5/09		3,397,732		3,462,072		64,340
Brazilian Real BRL 2,500,000	BUY	1/5/09		1,070,100		1,069,861		(239	)
Brazilian Real BRL 2,660,000	BUY	1/5/09		1,093,435		1,138,333		44,898
Brazilian Real BRL 2,500,000	BUY	1/5/09		1,057,230		1,069,861		12,631
Brazilian Real BRL 1,350,000	BUY	1/5/09		547,223		577,725		30,502
Brazilian Real BRL 1,290,000	BUY	1/5/09		542,701		552,049		9,348
Brazilian Real BRL 2,270,000	BUY	1/5/09		943,083		971,434		28,351
Brazilian Real BRL 11,460,000	BUY	2/3/09		4,699,610		4,846,432		146,822
Brazilian Real BRL 2,500,000	BUY	2/3/09		1,025,220		1,057,250		32,030
Brazilian Real BRL 1,310,000	BUY	2/3/09		541,591		553,999		12,408
Brazilian Real BRL 245,000	BUY	2/3/09		100,041		103,610		3,569
Canadian Dollar CAD 775,000	BUY	1/9/09		695,754		627,687		(68,067	)
Canadian Dollar CAD 2,060,000	BUY	1/9/09		1,603,223		1,668,432		65,209
Canadian Dollar CAD 8,010,000	BUY	1/9/09		6,758,353		6,487,448		(270,905	)
Canadian Dollar CAD 1,100,000	BUY	1/9/09		856,364		890,910		34,546

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Canadian Dollar			USD
CAD 8,300,000	BUY	1/9/09		6,675,052		6,722,325	$	47,273
Canadian Dollar CAD 8,400,000	BUY	1/9/09		6,841,171		6,803,317		(37,854	)
Canadian Dollar CAD 670,000	BUY	1/16/09		527,144		542,580		15,436
Canadian Dollar CAD 1,000,000	BUY	2/2/09		807,331		809,661		2,330
Canadian Dollar CAD 1,010,000	BUY	2/2/09		822,878		817,758		(5,120	)
Canadian Dollar CAD 1,010,000	BUY	2/3/09		824,624		817,770		(6,854	)
Canadian Dollar CAD 900,000	BUY	2/9/09		746,300		728,771		(17,529	)
Canadian Dollar CAD 1,250,000	BUY	2/9/09		1,011,695		1,012,181		486
Swiss Franc CHF 3,850,000	BUY	1/9/09		3,421,614		3,617,558		195,944
Swiss Franc CHF 3,515,000	BUY	1/9/09		3,125,834		3,302,783		176,949
Swiss Franc CHF 2,810,000	BUY	1/9/09		2,426,179		2,640,347		214,168
Swiss Franc CHF 15,760,000	BUY	1/9/09		13,412,309		14,808,495		1,396,186
Swiss Franc CHF 2,625,000	BUY	1/9/09		2,147,889		2,466,516		318,627
Swiss Franc CHF 3,145,000	BUY	1/9/09		2,599,603		2,955,122		355,519
Swiss Franc CHF 170,000	BUY	1/9/09		141,807		159,736		17,929
Swiss Franc CHF 3,160,000	BUY	1/9/09		2,709,098		2,969,216		260,118
Swiss Franc CHF 385,000	BUY	1/9/09		370,634		361,756		(8,878	)
Swiss Franc CHF 163,000	BUY	1/16/09		134,267		153,170		18,903
Swiss Franc CHF 1,290,000	BUY	2/3/09		1,073,908		1,212,425		138,517
Swiss Franc CHF 16,160,000	BUY	2/3/09		13,412,681		15,188,208		1,775,527
Swiss Franc CHF 630,000	BUY	2/3/09		575,390		592,115		16,725
Chinese Yuan CNY 2,710,000	BUY	5/13/09		413,425		391,035		(22,390	)
Chinese Yuan CNY 2,710,000	BUY	5/13/09		412,167		391,035		(21,132	)
Chinese Yuan CNY 2,730,000	BUY	5/13/09		411,765		393,921		(17,844	)
Chinese Yuan CNY 2,710,000	BUY	5/14/09		413,740		391,020		(22,720	)
Chinese Yuan CNY 2,730,000	BUY	5/14/09		416,095		393,905		(22,190	)
Chinese Yuan CNY 1,920,000	BUY	6/8/09		294,253		276,755		(17,498	)
Chinese Yuan CNY 1,290,000	BUY	6/8/09		196,356		185,945		(10,411	)
Chinese Yuan CNY 14,100,000	BUY	9/2/09		2,118,708		2,030,705		(88,003	)

See Accompanying Notes to Financial Statements
165

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Chinese Yuan			USD
CNY 7,800,000	BUY	12/17/09		1,103,253		1,123,369	$	20,116
EU Euro EUR 1,100,000	BUY	1/9/09		1,396,120		1,528,415		132,295
EU Euro EUR 65,000	BUY	1/9/09		81,601		90,315		8,714
EU Euro EUR 50,000	BUY	1/9/09		62,805		69,473		6,668
EU Euro EUR 1,025,000	BUY	1/9/09		1,285,822		1,424,205		138,383
EU Euro EUR 2,045,000	BUY	1/9/09		2,580,524		2,841,463		260,939
EU Euro EUR 1,580,000	BUY	1/9/09		2,158,817		2,195,360		36,543
EU Euro EUR 425,000	BUY	1/9/09		575,871		590,524		14,653
EU Euro EUR 1,050,000	BUY	1/9/09		1,439,120		1,458,942		19,822
EU Euro EUR 105,000	BUY	1/9/09		150,150		145,894		(4,256	)
EU Euro EUR 2,580,000	BUY	1/16/09		4,061,255		3,583,667		(477,588	)
EU Euro EUR 990,000	BUY	1/16/09		1,439,975		1,375,128		(64,847	)
EU Euro EUR 2,565,000	BUY	1/16/09		3,283,200		3,562,832		279,632
EU Euro EUR 155,000	BUY	1/29/09		231,393		215,168		(16,225	)
EU Euro EUR 705,000	BUY	1/29/09		1,052,466		978,668		(73,798	)
EU Euro EUR 435,000	BUY	1/29/09		587,942		603,859		15,917
EU Euro EUR 650,000	BUY	1/29/09		872,008		902,318		30,310
EU Euro EUR 595,000	BUY	1/29/09		744,369		825,968		81,599
EU Euro EUR 725,000	BUY	1/29/09		936,250		1,006,432		70,182
EU Euro EUR 1,275,000	BUY	1/29/09		1,646,510		1,769,932		123,422
EU Euro EUR 5,350,000	BUY	1/30/09		6,793,034		7,426,430		633,396
EU Euro EUR 2,720,000	BUY	1/30/09		3,633,158		3,775,680		142,522
EU Euro EUR 1,080,000	BUY	2/2/09		1,549,908		1,499,044		(50,864	)
EU Euro EUR 1,120,000	BUY	2/2/09		1,560,608		1,554,565		(6,043	)
EU Euro EUR 90,000	BUY	2/5/09		112,365		124,910		12,545
EU Euro EUR 110,000	BUY	2/5/09		142,472		152,668		10,196
EU Euro EUR 2,310,000	BUY	3/3/09		3,251,094		3,203,774		(47,320	)
EU Euro EUR 540,000	BUY	3/3/09		770,753		748,934		(21,819	)
EU Euro EUR 1,080,000	BUY	3/3/09		1,529,680		1,497,868		(31,812	)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
British Pound			USD
GBP 220,000	BUY	1/9/09		379,038		316,222	$	(62,816	)
British Pound GBP 630,000	BUY	1/9/09		970,402		905,546		(64,856	)
British Pound GBP 4,180,000	BUY	1/9/09		6,617,609		6,008,226		(609,383	)
British Pound GBP 110,000	BUY	1/9/09		163,048		158,111		(4,937	)
British Pound GBP 2,270,000	BUY	1/9/09		3,369,633		3,262,840		(106,793	)
British Pound GBP 70,000	BUY	1/16/09		131,453		100,596		(30,857	)
British Pound GBP 335,000	BUY	1/16/09		492,450		481,422		(11,028	)
British Pound GBP 750,000	BUY	1/30/09		1,081,245		1,077,369		(3,876	)
British Pound GBP 2,170,000	BUY	2/3/09		3,234,602		3,116,950		(117,652	)
British Pound GBP 4,490,000	BUY	2/3/09		6,865,165		6,449,358		(415,807	)
British Pound GBP 10,000	BUY	2/5/09		19,360		14,363		(4,997	)
British Pound GBP 70,000	BUY	2/5/09		123,081		100,543		(22,538	)
British Pound GBP 80,000	BUY	2/5/09		127,737		114,906		(12,831	)
Hungarian Forint HUF 57,000,000	BUY	2/2/09		297,011		296,412		(599	)
Hungarian Forint HUF 232,000,000	BUY	2/2/09		1,237,089		1,206,449		(30,640	)
Hungarian Forint HUF 289,000,000	BUY	2/2/09		1,577,804		1,502,862		(74,942	)
Hungarian Forint HUF 143,000,000	BUY	2/2/09		755,614		743,630		(11,984	)
Indonesian Rupiah IDR 4,080,000,000	BUY	2/17/09		364,286		365,601		1,315
Indonesian Rupiah IDR 4,340,000,000	BUY	2/19/09		381,371		388,664		7,293
Indian Rupee INR 52,000,000	BUY	1/30/09		1,013,843		1,063,639		49,796
Japanese Yen JPY 309,000,000	BUY	1/9/09		3,053,360		3,409,360		356,000
Japanese Yen JPY 309,000,000	BUY	1/9/09		3,052,606		3,409,360		356,754
Japanese Yen JPY 220,000,000	BUY	1/9/09		2,195,390		2,427,376		231,986
Japanese Yen JPY 635,000,000	BUY	1/9/09		6,854,712		7,006,289		151,577
Japanese Yen JPY 1,033,000,000	BUY	1/9/09		11,151,052		11,397,632		246,580
Japanese Yen JPY 1,314,000,000	BUY	1/9/09		13,304,365		14,498,053		1,193,688
Japanese Yen JPY 40,000,000	BUY	1/9/09		443,744		441,341		(2,403	)
Japanese Yen JPY 38,000,000	BUY	1/16/09		390,244		419,336		29,092
Japanese Yen JPY 87,000,000	BUY	1/16/09		942,579		960,058		17,479

See Accompanying Notes to Financial Statements
166

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Japanese Yen			USD
JPY 240,000,000	BUY	1/30/09		2,573,727		2,649,214	$	75,487
Japanese Yen JPY 477,000,000	BUY	1/30/09		5,256,633		5,265,313		8,680
Japanese Yen JPY 1,229,000,000	BUY	2/3/09		13,223,272		13,567,242		343,970
Japanese Yen JPY 23,000,000	BUY	2/5/09		220,918		253,913		32,995
Japanese Yen JPY 43,000,000	BUY	2/5/09		430,000		474,706		44,706
Japanese Yen JPY 521,000,000	BUY	3/3/09		5,614,224		5,754,646		140,422
Japanese Yen JPY 220,000,000	BUY	3/10/09		2,106,977		2,430,404		323,427
Japanese Yen JPY 222,000,000	BUY	3/10/09		2,128,272		2,452,498		324,226
South Korean Won KRW 392,000,000	BUY	2/3/09		272,506		312,214		39,708
South Korean Won KRW 760,000,000	BUY	2/3/09		567,800		605,313		37,513
Kuwait Dinar KWD 96,000	BUY	1/29/09		357,942		344,689		(13,253	)
Mexican Peso MXN 3,695,000	BUY	1/21/09		261,223		264,784		3,561
Mexican Peso MXN 14,840,000	BUY	1/21/09		1,105,359		1,063,436		(41,923	)
Mexican Peso MXN 15,090,000	BUY	1/21/09		1,111,029		1,081,352		(29,677	)	��
Mexican Peso MXN 14,200,000	BUY	1/30/09		1,041,705		1,014,228		(27,477	)
Mexican Peso MXN 11,600,000	BUY	2/18/09		839,941		824,758		(15,183	)
Mexican Peso MXN 7,130,000	BUY	2/18/09		532,975		506,942		(26,033	)
Mexican Peso MXN 15,120,000	BUY	2/18/09		1,093,671		1,075,030		(18,641	)
Malaysian Ringgit MYR 1,655,000	BUY	1/9/09		474,348		478,152		3,804
Malaysian Ringgit MYR 4,050,000	BUY	2/17/09		1,162,457		1,168,744		6,287
Norwegian Krone NOK 6,215,000	BUY	1/9/09		855,290		886,960		31,670
Norwegian Krone NOK 6,180,000	BUY	1/9/09		879,340		881,965		2,625
Norwegian Krone NOK 10,650,000	BUY	1/16/09		2,066,617		1,519,049		(547,568	)
Norwegian Krone NOK 3,920,000	BUY	1/16/09		712,617		559,124		(153,493	)
Norwegian Krone NOK 11,360,000	BUY	2/3/09		1,602,422		1,618,231		15,809
Norwegian Krone NOK 5,590,000	BUY	2/3/09		788,601		796,295		7,694
New Zealand Dollar NZD 3,810,000	BUY	1/16/09		2,833,611		2,220,670		(612,941	)
New Zealand Dollar NZD 1,420,000	BUY	1/16/09		987,724		827,651		(160,073	)
New Zealand Dollar NZD 995,000	BUY	2/3/09		540,763		578,381		37,618

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
New Zealand Dollar			USD
NZD 495,000	BUY	2/3/09		283,016		287,738	$	4,722
Philippine Peso PHP 52,000,000	BUY	1/26/09		1,020,608		1,089,932		69,324
Polish Zloty PLN 540,000	BUY	1/9/09		213,018		182,031		(30,987	)
Polish Zloty PLN 1,100,000	BUY	1/9/09		355,435		370,805		15,370
Polish Zloty PLN 18,710,000	BUY	1/9/09		6,781,443		6,307,051		(474,392	)
Polish Zloty PLN 10,890,000	BUY	1/9/09		3,578,274		3,670,967		92,693
Polish Zloty PLN 9,390,000	BUY	2/3/09		3,108,757		3,155,383		46,626
Polish Zloty PLN 19,780,000	BUY	2/3/09		6,719,298		6,646,802		(72,496	)
Qatar Rial QAR 1,250,000	BUY	1/29/09		356,328		342,531		(13,797	)
Russian Ruble RUB 12,820,000	BUY	2/11/09		433,694		393,690		(40,004	)
Russian Ruble RUB 14,830,000	BUY	2/11/09		501,691		455,415		(46,276	)
Russian Ruble RUB 22,745,000	BUY	9/18/09		638,904		642,871		3,967
Russian Ruble RUB 22,745,000	BUY	9/21/09		646,165		642,871		(3,294	)
Saudi Arabian Riyal SAR 1,320,000	BUY	1/29/09		357,481		351,573		(5,908	)
Swedish Krona SEK 4,655,000	BUY	1/16/09		579,175		588,458		9,283
Singapore Dollar SGD 500,000	BUY	1/9/09		341,997		346,933		4,936
Singapore Dollar SGD 3,240,000	BUY	2/3/09		2,155,760		2,246,365		90,605
Singapore Dollar SGD 1,600,000	BUY	2/3/09		1,105,110		1,109,316		4,206
Slovak Koruna SKK 25,000,000	BUY	1/30/09		1,056,100		1,151,917		95,817
Turkish Lira TRY 1,190,000	BUY	1/20/09		774,906		764,803		(10,103	)
Turkish Lira TRY 1,725,000	BUY	1/26/09		1,074,458		1,105,959		31,501
Turkish Lira TRY 345,000	BUY	2/13/09		217,803		219,804		2,001
Taiwan New Dollar TWD 35,000,000	BUY	1/23/09		1,045,400		1,067,486		22,086
Taiwan New Dollar TWD 18,000,000	BUY	2/3/09		540,378		549,272		8,894
Taiwan New Dollar TWD 36,000,000	BUY	2/3/09		1,085,416		1,098,544		13,128
Ukrainian Hryvnia UAH 1,860,000	BUY	1/28/09		356,937		237,866		(119,071	)
Vietnamese Dong VND 2,830,000,000	BUY	1/30/09		178,212		161,872		(16,340	)
Vietnamese Dong VND 2,830,000,000	BUY	1/30/09		177,987		161,872		(16,115	)
							$	8,121,105

See Accompanying Notes to Financial Statements
167

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
United Arab			USD
Emirates Dirham
AED 1,280,000	SELL	1/29/09		345,013		347,981	$	(2,968	)
Australian Dollar AUD 2,650,000	SELL	1/9/09		1,758,010		1,845,657		(87,647	)
Australian Dollar AUD 5,560,000	SELL	1/9/09		3,365,190		3,872,397		(507,207	)
Australian Dollar AUD 930,000	SELL	1/9/09		616,218		647,721		(31,503	)
Australian Dollar AUD 4,490,000	SELL	1/9/09		3,066,984		3,127,169		(60,185	)
Australian Dollar AUD 5,510,000	SELL	1/9/09		3,782,582		3,837,573		(54,991	)
Australian Dollar AUD 1,760,000	SELL	1/9/09		1,134,760		1,225,795		(91,035	)
Australian Dollar AUD 580,000	SELL	1/27/09		399,753		403,114		(3,361	)
Australian Dollar AUD 3,300,000	SELL	2/3/09		2,174,162		2,292,006		(117,844	)
Australian Dollar AUD 10,220,000	SELL	2/3/09		6,747,305		7,098,273		(350,968	)
Australian Dollar AUD 1,630,000	SELL	2/3/09		1,107,373		1,132,112		(24,739	)
Brazilian Real BRL 2,270,000	SELL	1/5/09		953,381		971,434		(18,053	)
Brazilian Real BRL 1,690,000	SELL	1/5/09		709,786		723,226		(13,440	)
Brazilian Real BRL 810,000	SELL	1/5/09		340,193		346,635		(6,442	)
Brazilian Real BRL 2,480,000	SELL	1/5/09		1,079,387		1,061,303		18,084
Brazilian Real BRL 730,000	SELL	1/5/09		324,517		312,400		12,117
Brazilian Real BRL 1,420,000	SELL	1/5/09		541,985		607,681		(65,696	)
Brazilian Real BRL 1,390,000	SELL	1/5/09		540,856		594,843		(53,987	)
Brazilian Real BRL 11,460,000	SELL	1/5/09		4,761,113		4,904,245		(143,132	)
Brazilian Real BRL 2,500,000	SELL	1/5/09		1,038,637		1,069,861		(31,224	)
Brazilian Real BRL 2,270,000	SELL	2/3/09		930,900		959,983		(29,083	)
Canadian Dollar CAD 2,855,000	SELL	1/9/09		2,575,320		2,312,318		263,002
Canadian Dollar CAD 2,860,000	SELL	1/9/09		2,578,784		2,316,367		262,417
Canadian Dollar CAD 10,100,000	SELL	1/9/09		7,860,460		8,180,178		(319,718	)
Canadian Dollar CAD 7,920,000	SELL	1/9/09		6,648,758		6,414,556		234,202
Canadian Dollar CAD 1,020,000	SELL	1/9/09		795,154		826,117		(30,963	)
Canadian Dollar CAD 8,400,000	SELL	1/9/09		6,711,243		6,803,317		(92,074	)
Canadian Dollar CAD 485,000	SELL	1/27/09		397,222		392,688		4,534
Canadian Dollar CAD 2,010,000	SELL	2/2/09		1,600,331		1,627,418		(27,087	)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Canadian Dollar			USD
CAD 1,010,000	SELL	2/3/09		827,394		817,770	$	9,624
Canadian Dollar CAD 4,780,000	SELL	2/9/09		3,684,008		3,870,581		(186,573	)
Swiss Franc CHF 1,125,000	SELL	1/9/09		993,062		1,057,078		(64,016	)
Swiss Franc CHF 4,075,000	SELL	1/9/09		3,543,047		3,828,973		(285,926	)
Swiss Franc CHF 4,075,000	SELL	1/9/09		3,544,412		3,828,973		(284,561	)
Swiss Franc CHF 15,560,000	SELL	1/9/09		13,260,271		14,620,570		(1,360,299	)
Swiss Franc CHF 3,010,000	SELL	1/9/09		2,492,857		2,828,272		(335,415	)
Swiss Franc CHF 3,315,000	SELL	1/9/09		2,729,233		3,114,858		(385,625	)
Swiss Franc CHF 640,000	SELL	2/3/09		529,867		601,513		(71,646	)
Swiss Franc CHF 13,110,000	SELL	2/3/09		10,873,171		12,321,622		(1,448,451	)
Swiss Franc CHF 650,000	SELL	2/3/09		557,648		610,912		(53,264	)
Swiss Franc CHF 630,000	SELL	2/3/09		540,457		592,115		(51,658	)
Swiss Franc CHF 15,840,000	SELL	2/3/09		13,589,101		14,887,451		(1,298,350	)
Swiss Franc CHF 1,290,000	SELL	2/4/09		1,074,185		1,212,438		(138,253	)
Chinese Yuan CNY 2,730,000	SELL	5/13/09		416,013		393,921		22,092
Chinese Yuan CNY 5,440,000	SELL	5/14/09		753,724		784,925		(31,201	)
Chinese Yuan CNY 3,210,000	SELL	6/8/09		443,677		462,699		(19,022	)
Colombian Peso COP 1,430,000,000	SELL	1/6/09		596,295		635,309		(39,014	)
Colombian Peso COP 975,000,000	SELL	1/21/09		410,526		432,062		(21,536	)
Colombian Peso COP 1,430,000,000	SELL	2/4/09		591,119		632,187		(41,068	)
Colombian Peso COP 1,430,000,000	SELL	3/3/09		604,907		629,316		(24,409	)
Colombian Peso COP 1,430,000,000	SELL	4/2/09		629,956		626,257		3,699
Czech Koruna CZK 21,900,000	SELL	2/9/09		1,079,552		1,131,701		(52,149	)
Czech Koruna CZK 22,000,000	SELL	2/9/09		1,097,531		1,136,868		(39,337	)
EU Euro EUR 2,245,000	SELL	1/9/09		3,061,282		3,119,357		(58,075	)
EU Euro EUR 1,070,000	SELL	1/9/09		1,439,278		1,486,731		(47,453	)
EU Euro EUR 915,000	SELL	1/9/09		1,231,064		1,271,364		(40,300	)
EU Euro EUR 1,600,000	SELL	1/9/09		2,133,376		2,223,149		(89,773	)
EU Euro EUR 1,600,000	SELL	1/9/09		2,129,984		2,223,149		(93,165	)

See Accompanying Notes to Financial Statements
168

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
EU Euro			USD
EUR 2,135,000	SELL	1/9/09		2,720,788		2,966,515	$	(245,727	)
EU Euro EUR 575,000	SELL	1/16/09		729,244		798,685		(69,441	)
EU Euro EUR 1,455,000	SELL	1/29/09		2,266,890		2,019,805		247,085
EU Euro EUR 3,850,000	SELL	1/29/09		5,998,300		5,344,501		653,799
EU Euro EUR 85,000	SELL	1/29/09		106,056		117,995		(11,939	)
EU Euro EUR 2,600,000	SELL	1/30/09		3,378,232		3,609,106		(230,874	)
EU Euro EUR 2,750,000	SELL	1/30/09		3,473,775		3,817,324		(343,549	)
EU Euro EUR 2,720,000	SELL	1/30/09		3,440,283		3,775,680		(335,397	)
EU Euro EUR 5,530,000	SELL	2/2/09		7,155,820		7,675,663		(519,843	)
EU Euro EUR 215,000	SELL	2/2/09		301,806		298,421		3,385
EU Euro EUR 870,000	SELL	2/2/09		1,246,553		1,207,564		38,989
EU Euro EUR 1,080,000	SELL	2/2/09		1,581,714		1,499,044		82,670
EU Euro EUR 540,000	SELL	2/2/09		753,867		749,522		4,345
EU Euro EUR 1,760,000	SELL	2/5/09		2,713,920		2,442,687		271,233
EU Euro EUR 10,000	SELL	2/5/09		15,428		13,879		1,549
EU Euro EUR 100,000	SELL	2/5/09		142,143		138,789		3,354
EU Euro EUR 250,000	SELL	2/5/09		318,875		346,973		(28,098	)
EU Euro EUR 5,200,000	SELL	3/3/09		6,578,468		7,211,959		(633,491	)
EU Euro EUR 2,310,000	SELL	3/3/09		2,922,266		3,203,774		(281,508	)
British Pound GBP 1,170,000	SELL	1/9/09		2,029,482		1,681,728		347,754
British Pound GBP 2,190,000	SELL	1/9/09		3,373,301		3,147,850		225,451
British Pound GBP 4,260,000	SELL	1/9/09		6,689,180		6,123,216		565,964
British Pound GBP 850,000	SELL	1/16/09		1,669,494		1,221,518		447,976
British Pound GBP 390,000	SELL	1/16/09		718,126		560,461		157,665
British Pound GBP 275,000	SELL	1/27/09		401,918		395,070		6,848
British Pound GBP 370,000	SELL	1/30/09		538,399		531,502		6,897
British Pound GBP 4,490,000	SELL	2/3/09		6,655,527		6,449,358		206,169
British Pound GBP 1,050,000	SELL	2/5/09		2,044,875		1,508,144		536,731
British Pound GBP 100,000	SELL	2/5/09		175,449		143,633		31,816

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Hong Kong Sar Dollar			USD
HKD 8,300,000	SELL	2/4/09		1,071,239		1,071,214	$	25
Hungarian Forint HUF 64,000,000	SELL	2/2/09		313,495		332,814		(19,319	)
Hungarian Forint HUF 150,000,000	SELL	2/2/09		734,754		780,032		(45,278	)
Israeli New Shekel ILS 1,790,000	SELL	1/30/09		474,197		473,270		927
Israeli New Shekel ILS 2,760,000	SELL	1/30/09		706,153		729,734		(23,581	)
Israeli New Shekel ILS 3,060,000	SELL	2/9/09		764,579		808,907		(44,328	)
Indian Rupee INR 25,600,000	SELL	2/3/09		495,164		523,486		(28,322	)
Indian Rupee INR 25,600,000	SELL	2/3/09		495,164		523,486		(28,322	)
Indian Rupee INR 25,000,000	SELL	2/3/09		501,505		511,217		(9,712	)
Indian Rupee INR 50,000,000	SELL	3/9/09		965,997		1,019,951		(53,954	)
Japanese Yen JPY 70,000,000	SELL	1/9/09		704,119		772,347		(68,228	)
Japanese Yen JPY 154,000,000	SELL	1/9/09		1,662,403		1,699,163		(36,760	)
Japanese Yen JPY 1,320,000,000	SELL	1/9/09		13,398,308		14,564,254		(1,165,946	)
Japanese Yen JPY 14,000,000	SELL	1/9/09		147,260		154,469		(7,209	)
Japanese Yen JPY 629,000,000	SELL	1/9/09		6,702,684		6,940,088		(237,404	)
Japanese Yen JPY 205,000,000	SELL	1/9/09		2,240,437		2,261,873		(21,436	)
Japanese Yen JPY 97,000,000	SELL	1/9/09		1,076,367		1,070,252		6,115
Japanese Yen JPY 181,000,000	SELL	1/16/09		1,724,138		1,997,362		(273,224	)
Japanese Yen JPY 59,000,000	SELL	1/16/09		542,170		651,074		(108,904	)
Japanese Yen JPY 100,000,000	SELL	1/30/09		1,044,823		1,103,839		(59,016	)
Japanese Yen JPY 480,000,000	SELL	1/30/09		5,238,888		5,298,428		(59,540	)
Japanese Yen JPY 477,000,000	SELL	1/30/09		5,284,411		5,265,313		19,098
Japanese Yen JPY 621,000,000	SELL	2/3/09		6,629,912		6,855,376		(225,464	)
Japanese Yen JPY 1,225,000,000	SELL	2/3/09		13,543,244		13,523,085		20,159
Japanese Yen JPY 221,000,000	SELL	2/5/09		2,076,092		2,439,770		(363,678	)
Japanese Yen JPY 2,000,000	SELL	2/5/09		18,694		22,079		(3,385	)
Japanese Yen JPY 220,000,000	SELL	3/10/09		2,169,625		2,430,404		(260,779	)
Japanese Yen JPY 222,000,000	SELL	3/10/09		2,185,384		2,452,498		(267,114	)
South Korean Won KRW 1,540,000,000	SELL	1/30/09		1,039,031		1,226,554		(187,523	)

See Accompanying Notes to Financial Statements
169

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
South Korean Won			USD
KRW 783,000,000	SELL	2/3/09		546,175		623,631	$	(77,456	)
South Korean Won KRW 369,000,000	SELL	2/3/09		280,459		293,895		(13,436	)
Kuwait Dinar KWD 96,000	SELL	1/29/09		344,704		344,689		15
Mexican Peso MXN 6,925,000	SELL	1/21/09		516,791		496,246		20,545
Mexican Peso MXN 3,995,000	SELL	1/21/09		298,960		286,282		12,678
Mexican Peso MXN 14,200,000	SELL	1/30/09		1,028,129		1,014,228		13,901
Mexican Peso MXN 6,230,000	SELL	2/18/09		458,425		442,952		15,473
Mexican Peso MXN 10,770,000	SELL	2/18/09		792,494		765,746		26,748
Mexican Peso MXN 5,200,000	SELL	2/18/09		375,451		369,719		5,732
Malaysian Ringgit MYR 3,660,000	SELL	1/9/09		1,049,011		1,057,423		(8,412	)
Malaysian Ringgit MYR 545,000	SELL	1/9/09		154,830		157,458		(2,628	)
Malaysian Ringgit MYR 330,000	SELL	1/9/09		90,535		95,341		(4,806	)
Malaysian Ringgit MYR 2,300,000	SELL	2/17/09		634,921		663,731		(28,810	)
Malaysian Ringgit MYR 2,230,000	SELL	2/18/09		627,904		643,519		(15,615	)
Norwegian Krone NOK 7,125,000	SELL	1/9/09		1,018,366		1,016,828		1,538
Norwegian Krone NOK 31,200,000	SELL	1/9/09		4,459,373		4,452,637		6,736
Norwegian Krone NOK 2,380,000	SELL	1/16/09		386,552		339,468		47,084
Norwegian Krone NOK 785,000	SELL	1/16/09		125,910		111,967		13,943
Norwegian Krone NOK 5,630,000	SELL	2/3/09		789,057		801,993		(12,936	)
Norwegian Krone NOK 11,320,000	SELL	2/3/09		1,629,715		1,612,533		17,182
New Zealand Dollar NZD 560,000	SELL	1/16/09		332,640		326,398		6,242
New Zealand Dollar NZD 595,000	SELL	1/16/09		320,455		346,797		(26,342	)
New Zealand Dollar NZD 695,000	SELL	1/27/09		400,893		404,344		(3,451	)
New Zealand Dollar NZD 500,000	SELL	2/3/09		265,805		290,644		(24,839	)
New Zealand Dollar NZD 990,000	SELL	2/3/09		543,698		575,475		(31,777	)
Peruvian Nuevo Sol PEN 2,170,000	SELL	1/7/09		719,520		690,375		29,145
Peruvian Nuevo Sol PEN 540,000	SELL	1/7/09		181,208		171,798		9,410
Peruvian Nuevo Sol PEN 810,000	SELL	1/7/09		268,746		257,698		11,048
Peruvian Nuevo Sol PEN 611,000	SELL	1/7/09		195,520		194,387		1,133

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Peruvian Nuevo Sol			USD
PEN 3,210,000	SELL	2/4/09		1,021,968		1,016,682	$	5,286
Peruvian Nuevo Sol PEN 1,580,000	SELL	2/4/09		503,025		500,423		2,602
Peruvian Nuevo Sol PEN 2,910,000	SELL	2/17/09		925,278		920,277		5,001
Peruvian Nuevo Sol PEN 1,630,000	SELL	2/26/09		519,770		514,943		4,827
Philippine Peso PHP 20,200,000	SELL	2/17/09		392,927		422,624		(29,697	)
Polish Zloty PLN 4,990,000	SELL	1/9/09		2,076,899		1,682,105		394,794
Polish Zloty PLN 5,440,000	SELL	1/9/09		1,757,787		1,833,798		(76,011	)
Polish Zloty PLN 4,880,000	SELL	1/9/09		1,595,136		1,645,024		(49,888	)
Polish Zloty PLN 19,280,000	SELL	1/9/09		6,621,334		6,499,195		122,139
Polish Zloty PLN 1,010,000	SELL	1/9/09		335,660		340,466		(4,806	)
Polish Zloty PLN 2,665,000	SELL	1/30/09		897,457		895,868		1,589
Polish Zloty PLN 3,290,000	SELL	1/30/09		1,080,236		1,105,968		(25,732	)
Polish Zloty PLN 4,470,000	SELL	1/30/09		1,551,114		1,502,637		48,477
Polish Zloty PLN 20,190,000	SELL	2/3/09		6,603,218		6,784,577		(181,359	)
Qatar Rial QAR 1,250,000	SELL	1/29/09		340,414		342,531		(2,117	)
Russian Ruble RUB 20,300,000	SELL	9/18/09		758,595		573,765		184,830
Russian Ruble RUB 20,300,000	SELL	9/18/09		757,321		573,765		183,556
Russian Ruble RUB 17,400,000	SELL	9/18/09		648,891		491,798		157,093
Russian Ruble RUB 28,200,000	SELL	9/21/09		1,065,961		797,053		268,908
Russian Ruble RUB 13,580,000	SELL	9/21/09		513,713		383,829		129,884
Russian Ruble RUB 12,600,000	SELL	11/16/09		369,610		356,130		13,480
Russian Ruble RUB 15,500,000	SELL	11/16/09		454,679		438,096		16,583
Russian Ruble RUB 15,520,000	SELL	11/18/09		437,800		438,662		(862	)
Saudi Arabian Riyal SAR 1,320,000	SELL	1/29/09		350,505		351,573		(1,068	)
Swedish Krona SEK 10,140,000	SELL	1/16/09		1,680,422		1,281,840		398,582
Swedish Krona SEK 3,730,000	SELL	1/16/09		578,680		471,525		107,155
Swedish Krona SEK 365,000	SELL	1/16/09		51,302		46,141		5,161
Swedish Krona SEK 3,880,000	SELL	1/16/09		475,123		490,487		(15,364	)
Singapore Dollar SGD 55,000	SELL	1/9/09		37,538		38,163		(625	)

See Accompanying Notes to Financial Statements
170

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Singapore Dollar			USD
SGD 55,000	SELL	1/9/09		36,436		38,163	$	(1,727	)
Singapore Dollar SGD 1,575,000	SELL	1/30/09		1,044,776		1,092,044		(47,268	)
Singapore Dollar SGD 1,630,000	SELL	2/3/09		1,064,664		1,130,116		(65,452	)
Singapore Dollar SGD 3,210,000	SELL	2/3/09		2,173,442		2,225,566		(52,124	)
Slovak Koruna SKK 25,000,000	SELL	1/30/09		1,072,593		1,151,917		(79,324	)
Turkish Lira TRY 1,210,000	SELL	1/20/09		700,231		777,657		(77,426	)
Turkish Lira TRY 360,000	SELL	1/20/09		207,912		231,369		(23,457	)
Turkish Lira TRY 845,000	SELL	1/20/09		533,763		543,074		(9,311	)
Turkish Lira TRY 1,210,000	SELL	1/26/09		750,388		775,774		(25,386	)
Turkish Lira TRY 1,210,000	SELL	1/26/09		769,231		775,774		(6,543	)
Turkish Lira TRY 4,100,000	SELL	2/13/09		2,579,914		2,612,164		(32,250	)
Taiwan New Dollar TWD 35,000,000	SELL	1/23/09		1,050,010		1,067,486		(17,476	)
Taiwan New Dollar TWD 36,000,000	SELL	2/3/09		1,072,802		1,098,544		(25,742	)
Taiwan New Dollar TWD 18,000,000	SELL	2/3/09		545,620		549,272		(3,652	)
Taiwan New Dollar TWD 67,000,000	SELL	3/2/09		2,013,947		2,047,490		(33,543	)
Ukrainian Hryvnia UAH 650,000	SELL	1/28/09		89,041		83,125		5,916
Ukrainian Hryvnia UAH 1,210,000	SELL	1/28/09		165,753		154,741		11,012
Vietnamese Dong VND 2,830,000,000	SELL	1/30/09		147,396		161,872		(14,476	)
Vietnamese Dong VND 2,830,000,000	SELL	1/30/09		148,947		161,872		(12,925	)
South African Rand ZAR 21,060,000	SELL	1/20/09		2,000,437		2,263,492		(263,055	)
South African Rand ZAR 6,895,000	SELL	1/20/09		605,276		741,062		(135,786	)
							$	(9,565,936	)

ING Oppenheimer Strategic Income Portfolio Open Futures Contracts on December 31, 2008:

Contract Description	Number of Contracts		Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
Amsterdam Exchanges Index		8	01/16/09	$	(7,818	)
Canada 10-Year Bond		39	03/20/09		243,992
Euro-Bobl 5-Year		308	03/06/09		468,162
Euro-Bund		427	03/06/09		425,677
Euro-Schatz		106	03/06/09		66,732
MSCI Taiwan Index		28	01/20/09		32,994
S&P/MIB Index		4	03/20/09		2,959
S&P/TSX 60 Index		11	03/19/09		46,137
U.S. Treasury 10-Year Note		72	03/20/09		(89,234	)
U.S. Treasury Long Bond		199	03/20/09		1,357,858
				$	2,547,459
Short Contracts
CAC40 10 Euro		22	01/16/09	$	(8,017	)
DAX Index		10	03/20/09		(54,144	)
FTSE 100 Index		26	03/20/09		(55,723	)
H-Shares Index		11	01/29/09		(23,563	)
Japanese Government Bonds 10-Year Mini		71	03/10/09		(60,881	)
Long Gilt		1	03/27/09		(5,872	)
Mexico Bolsa Index		33	03/20/09		(55,850	)
NASDAQ 100 E-Mini		75	03/20/09		15,776
NIKKEI 225		10	03/12/09		(50,186	)
OMXS30 Index		115	01/23/09		6,108
S&P 500 E-Mini		130	03/20/09		(96,434	)
SGX CNX Nifty Index		99	01/29/09		27,342
U.S. Treasury 2-Year Note		197	03/31/09		(126,029	)
U.S. Treasury 5-Year Note		289	03/31/09		(589,689	)
				$	(1,077,162	)

ING Oppenheimer Strategic Income Portfolio Written Options Open on December 31, 2008:

Currency Options

Description	Counterparty	Exercise Price		Expiration Date	Notional Amount		Premium Received		Value
Currency Option OTC
EUR Call/USD Put	RBS Greenwich Capital		1.4110	01/06/09	EUR	400,000	$	6,547	$	(2,752	)
Currency Option OTC
EUR Put/USD Call	RBS Greenwich Capital		1.4110	01/06/09	EUR	400,000		6,547		(8,635	)
Currency Option OTC
EUR Call/USD Put	Barclays Capital		1.3923	01/07/09	EUR	395,000		6,077		(7,009	)
Currency Option OTC
EUR Put/USD Call	Barclays Capital		1.3923	01/07/09	EUR	395,000		6,077		(4,805	)
							$	25,248	$	(23,201	)

See Accompanying Notes to Financial Statements
171

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

ING Oppenheimer Strategic Income Portfolio Credit Default Swap Agreements Outstanding on December 31, 2008:

Credit Default Swaps on Credit Indices — Buy Protection⁽¹⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)			Termination Date	Notional Amount⁽⁴⁾		Market Value⁽⁵⁾		Upfront Premium Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Credit Suisse International	CMBX.NA.AAA.4 Index	Buy		(0.350	)	02/17/51	USD	950,000	$	285,807	$	309,507	$	(23,700	)
JPMorgan Chase Bank, N.A., New York	CMBX.NA.AAA.4 Index	Buy		(0.350	)	02/17/51	USD	1,900,000		571,614		619,014		(47,400	)
Morgan Stanley Capital Services Inc.	CMBX.NA.AAA.4 Index	Buy		(0.350	)	02/17/51	USD	1,900,000		571,614		587,114		(15,500	)
Morgan Stanley Capital Services Inc.	CMBX-NA-AAA 4 Index	Buy		(0.350	)	02/17/51	USD	1,900,000		571,614		604,344		(32,730	)
									$	2,000,649	$	2,119,979	$	(119,330	)

Credit Default Swaps on Corporate and Soverign Issues — Buy Protection⁽¹⁾

Credit Suisse International	Cemex S.A.B de C.V. 9.625%, 10/01/09	Buy	(5.300	)	10/20/13	USD	270,000	$	22,325		$	—	$	22,325
UBS AG	Cemex S.A.B de C.V. 9.625%, 10/01/09	Buy	(5.300	)	10/20/13	USD	270,000		22,325			—		22,325
Deutsche Bank AG	CVRD INCO Ltd. 7.750%, 05/15/12	Buy	(0.630	)	03/20/17	USD	200,000		34,434			—		34,434
Credit Suisse International	Eastman Kodak Co. 7.250%, 11/15/13	Buy	(3.700	)	12/20/18	USD	180,000		30,623			—		30,623
Credit Suisse International	Eastman Kodak Co. 7.250%, 11/15/13	Buy	(4.050	)	12/20/18	USD	95,000		14,371			—		14,371
Credit Suisse International	Eastman Kodak Co. 7.250%, 11/15/13	Buy	(4.010	)	12/20/18	USD	105,000		16,110			—		16,110
Goldman Sachs International	Pemex Project Funding Master Trust 6.625%, 06/15/35	Buy	(3.450	)	11/20/13	USD	170,000		(2,137	)		—		(2,137	)
Deutsche Bank AG	Republic of Peru 8.750%, 11/21/33	Buy	(1.710	)	12/20/16	USD	420,000		39,189			—		39,189
Citibank N.A., New York	Republic of Turkey 11.875%, 01/15/30	Buy	(5.250	)	12/20/13	USD	520,000		(24,226	)		—		(24,226	)
Goldman Sachs International	Republic of Turkey 11.875%, 01/15/30	Buy	(5.290	)	12/20/13	USD	1,040,000		(50,196	)		—		(50,196	)
Morgan Stanley Capital Services Inc.	Republic of Turkey 11.875%, 01/15/30	Buy	(2.670	)	09/20/13	USD	520,000		30,895			—		30,895
Citibank N.A., New York	Ukraine Government 7.650%, 06/11/13	Buy	(4.180	)	08/20/13	USD	360,000		193,584			—		193,584
Citibank N.A., New York	Ukraine Government 7.650%, 06/11/13	Buy	(6.650	)	10/20/13	USD	680,000		336,384			—		336,384
Goldman Sachs International	Ukraine Government 7.650%, 06/11/13	Buy	(4.220	)	08/20/13	USD	1,530,000		821,533			—		821,533
Merrill Lynch International	Ukraine Government 7.650%, 06/11/13	Buy	(4.300	)	08/20/13	USD	1,530,000		819,141			—		819,141
UBS AG	Ukraine Government 7.650%, 06/11/13	Buy	(4.180	)	08/20/13	USD	600,000		322,639			—		322,639
Goldman Sachs International	VTB Capital S.A. 6.875%, 05/29/18	Buy	(7.400	)	05/28/13	USD	520,000		64,279			—		64,279
								$	2,691,273		$	—	$	2,691,273

See Accompanying Notes to Financial Statements
172

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Credit Default Swaps on Credit Indices — Sell Protection⁽²⁾⁽⁶⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	ABX.HE.AA.06-2 Index	Sell		0.170	05/25/46	USD	260,000	$	(227,793	)	$	(199,766	)	$	(28,027	)
Deutsche Bank AG	ABX.HE.AA.06-2 Index	Sell		0.170	05/25/46	USD	110,000		(96,374	)		(12,850	)		(83,524	)
Goldman Sachs Capital Markets L.P.	ABX.HE.AA.06-2 Index	Sell		0.170	05/25/46	USD	35,000		(30,664	)		(2,806	)		(27,858	)
Goldman Sachs Capital Markets L.P.	ABX.HE.AA.06-2 Index	Sell		0.170	05/25/46	USD	150,000		(131,419	)		(57,681	)		(73,738	)
Morgan Stanley Capital Services Inc.	ABX.HE.AA.06-2 Index	Sell		0.170	05/25/46	USD	35,000		(30,664	)		(2,722	)		(27,942	)
Morgan Stanley Capital Services Inc.	ABX.HE.AA.06-2 Index	Sell		0.170	05/25/46	USD	70,000		(61,329	)		(6,814	)		(54,515	)
Deutsche Bank AG	ABX.HE.AAA.06-2 Index	Sell		0.110	05/25/46	USD	260,000		(131,517	)		(12,654	)		(118,863	)
Deutsche Bank AG	ABX.HE.AAA.06-2 Index	Sell		0.110	05/25/46	USD	260,000		(131,517	)		(12,651	)		(118,866	)
Goldman Sachs Capital Markets L.P.	ABX.HE.AAA.06-2 Index	Sell		0.110	05/25/46	USD	110,000		(55,642	)		(11,844	)		(43,798	)
Morgan Stanley Capital Services Inc.	ABX.HE.AAA.06-2 Index	Sell		0.110	05/25/46	USD	380,000		(192,217	)		(115,307	)		(76,910	)
Credit Suisse International	CDX.NA.HY.7 Index	Sell		3.250	12/20/11	USD	268,520		(42,852	)		8,441			(51,293	)
Deutsche Bank AG	CDX.NA.HY.7 Index	Sell		3.250	12/20/11	USD	744,800		(118,858	)		23,412			(142,270	)
Credit Suisse International	CDX.NA.HY.8 Index	Sell		2.750	06/20/12	USD	426,300		(69,119	)		(15,300	)		(53,819	)
JPMorgan Chase Bank N.A., New York	CDX.NA.HY.8 Index	Sell		2.750	06/20/12	USD	509,600		(82,625	)		(18,290	)		(64,335	)
Deutsche Bank AG	CDX.NA.HY.9 Index	Sell		3.750	12/20/12	USD	1,073,100		(180,490	)		5,385			(185,875	)
JPMorgan Chase Bank N.A., New York	CDX.NA.HY.9 Index	Sell		3.750	12/20/12	USD	891,800		(149,996	)		2,288			(152,284	)
Morgan Stanley Capital Services Inc.	CDX.NA.HY.9 Index	Sell		3.750	12/20/12	USD	823,200		(138,458	)		(740	)		(137,718	)
Credit Suisse International	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	1,820,000		(282,991	)		(87,601	)		(195,390	)
Deutsche Bank AG	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	2,650,000		(412,047	)		(75,651	)		(336,396	)
Deutsche Bank AG	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	2,085,000		(324,196	)		(109,425	)		(214,771	)
Deutsche Bank AG	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	1,585,000		(246,451	)		(94,972	)		(151,479	)
Deutsche Bank AG	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	875,000		(136,053	)		(74,042	)		(62,011	)
Deutsche Bank AG	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	1,315,000		(204,469	)		(115,834	)		(88,635	)
Goldman Sachs International	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	2,650,000		(412,047	)		(68,573	)		(343,474	)
JPMorgan Chase Bank N.A., New York	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	2,650,000		(412,047	)		(78,599	)		(333,448	)
JPMorgan Chase Bank N.A., New York	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	660,000		(102,623	)		(58,137	)		(44,486	)
JPMorgan Chase Bank, N.A. New York	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	540,000		(83,964	)		(45,694	)		(38,270	)
Morgan Stanley Capital Services Inc.	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	2,640,000		(410,492	)		(81,045	)		(329,447	)
UBS AG	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	2,650,000		(412,047	)		(76,923	)		(335,124	)
UBS AG	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	540,000		(83,964	)		(45,694	)		(38,270	)
UBS AG	CDX.NA.HY.10 Index	Sell		5.000	06/20/13	USD	440,000		(68,415	)		(38,758	)		(29,657	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	940,000		(188,835	)		(170,315	)		(18,520	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	425,000		(85,377	)		(74,152	)		(11,225	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	90,000		(18,080	)		(15,703	)		(2,377	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	425,000		(85,377	)		(71,040	)		(14,337	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	125,000		(25,111	)		(21,367	)		(3,744	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	920,000		(184,817	)		(174,933	)		(9,884	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	665,000		(133,591	)		(132,105	)		(1,486	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	1,240,000		(249,101	)		(240,238	)		(8,863	)
Barclays Bank PLC	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	1,240,000		(249,101	)		(246,295	)		(2,806	)
Credit Suisse International	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	940,000		(188,835	)		(166,913	)		(21,922	)
Credit Suisse International	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	525,000		(105,466	)		(103,637	)		(1,829	)

See Accompanying Notes to Financial Statements
173

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	1,640,000	$	(329,456	)	$	(301,516	)	$	(27,940	)
Merrill Lynch International	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	285,000		(57,253	)		(47,677	)		(9,576	)
Morgan Stanley Capital Services Inc.	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	985,000		(197,874	)		(182,277	)		(15,597	)
Morgan Stanley Capital Services Inc.	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	1,000,000		(200,888	)		(201,850	)		962
Morgan Stanley Capital Services Inc.	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	940,000		(188,835	)		(174,850	)		(13,985	)
UBS AG	CDX.NA.HY.11 Index	Sell		5.000	12/20/13	USD	985,000		(197,875	)		(183,461	)		(14,414	)
Barclays Bank PLC	CDX.NA.IG.10 Index	Sell		1.550	06/20/13	USD	2,522,960		(59,602	)		45,320			(104,922	)
Barclays Bank PLC	CDX.NA.IG.10 Index	Sell		1.550	06/20/13	USD	1,010,160		(23,864	)		20,120			(43,984	)
Barclays Bank PLC	CDX.NA.IG.10 Index	Sell		1.550	06/20/13	USD	756,400		(17,869	)		3,895			(21,764	)
Morgan Stanley Capital Services Inc.	CDX.NA.IG.10 Index	Sell		1.550	06/20/13	USD	2,522,960		(59,602	)		46,956			(106,558	)
Morgan Stanley Capital Services Inc.	CDX.NA.IG.10 Index	Sell		1.550	06/20/13	USD	1,512,800		(35,738	)		24,764			(60,502	)
Morgan Stanley Capital Services Inc.	CDX.NA.IG.10 Index	Sell		1.550	06/20/13	USD	756,400		(17,869	)		9,743			(27,612	)
Goldman Sachs Capital Markets L.P.	CMBX-NA-AJ 3 Index	Sell		1.470	12/13/49	USD	200,000		(115,189	)		(24,056	)		(91,133	)
JPMorgan Chase Bank N.A., New York	CMBX-NA-AJ 3 Index	Sell		1.470	12/13/49	USD	100,000		(57,595	)		(11,730	)		(45,865	)
JPMorgan Chase Bank N.A., New York	CMBX-NA-AJ 3 Index	Sell		1.470	12/13/49	USD	900,000		(518,350	)		(195,001	)		(323,349	)
Morgan Stanley Capital Services Inc.	CMBX-NA-AJ 3 Index	Sell		1.470	12/13/49	USD	300,000		(172,783	)		(39,153	)		(133,630	)
JPMorgan Chase Bank N.A., New York	CMBX-NA-AJ 4 Index	Sell		0.960	02/17/51	USD	100,000		(62,043	)		(16,578	)		(45,465	)
Morgan Stanley Capital Services Inc.	CMBX-NA-AJ 4 Index	Sell		0.960	02/17/51	USD	540,000		(335,031	)		(109,855	)		(225,176	)
Morgan Stanley Capital Services Inc.	CMBX-NA-AJ 4 Index	Sell		0.960	02/17/51	USD	300,000		(186,128	)		(50,651	)		(135,477	)
								$	(9,810,875	)	$	(4,285,402	)	$	(5,525,473	)

Credit Default Swaps on Corporate and Soverign Issues — Sell Protection⁽²⁾⁽⁶⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Credit Suisse International	Aramark Corp. 5.000%, 06/01/12	Sell		6.000	03/20/13		6.17	%	USD	100,000	$	(575	)	$	—	$	(575	)
Morgan Stanley Capital Services Inc.	Aramark Corp. 5.000%, 06/01/12	Sell		5.920	03/20/13		6.17	%	USD	110,000		(933	)		—		(933	)
Credit Suisse International	Aramark Corp. 8.500%, 02/01/15	Sell		4.750	12/20/13		6.42	%	USD	110,000		(7,035	)		—		(7,035	)
Citibank N.A., New York	Cablevision Systems Corp. 8.000%, 04/15/12	Sell		3.100	12/20/10		7.40	%	USD	15,000		(1,133	)		—		(1,133	)
Citibank N.A., New York	Capmark Financial Group 5.875%, 05/10/12	Sell		7.125	12/20/12		34.99	%	USD	355,000		(153,889	)		—		(153,889	)
Citibank N.A., New York	Capmark Financial Group 5.875%, 05/10/12	Sell		9.700	12/20/12		34.99	%	USD	255,000		(100,327	)		—		(100,327	)
Citibank N.A., New York	Capmark Financial Group 5.875%, 05/10/12	Sell		9.750	12/20/12		34.99	%	USD	215,000		(84,422	)		—		(84,422	)
Credit Suisse International	Capmark Financial Group 5.875%, 05/10/12	Sell		5.200	12/20/12		34.99	%	USD	110,000		(50,977	)		—		(50,977	)

See Accompanying Notes to Financial Statements
174

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services Inc.	Capmark Financial Group 5.875%, 05/10/12	Sell		7.400	12/20/12		34.99	%	USD	60,000	$	(25,753	)	$	—		$	(25,753	)
Morgan Stanley Capital Services Inc.	Capmark Financial Group 5.875%, 05/10/12	Sell		7.150	12/20/12		34.99	%	USD	60,000		(25,986	)		—			(25,986	)
Credit Suisse International	Capmark Financial Group 6.300%, 05/10/17	Sell		6.250	12/20/12		34.99	%	USD	60,000		(26,826	)		—			(26,826	)
Credit Suisse International	Charter Communications Holdings 10.000%, 04/01/09	Sell		5.000	09/20/17		83.17	%	USD	35,000		(29,854	)		(6,226	)		(23,628	)
Credit Suisse International	Charter Communications Holdings 10.000%, 04/01/09	Sell		5.000	09/20/17		83.17	%	USD	40,000		(34,118	)		(7,116	)		(27,002	)
JPMorgan Chase Bank, N.A. New York	Constellation Brands Inc. 7.250%, 09/01/16	Sell		3.970	09/20/13		3.44	%	USD	85,000		1,856			—			1,856
JPMorgan Chase Bank N.A., New York	Dean Foods Co. 7.000%, 06/01/16	Sell		1.030	06/20/11		4.36	%	USD	180,000		(13,581	)		—			(13,581	)
JPMorgan Chase Bank N.A., New York	Dean Foods Co. 7.000%, 06/01/16	Sell		1.060	06/20/11		4.36	%	USD	185,000		(13,832	)		—			(13,832	)
JPMorgan Chase Bank N.A., New York	Dean Foods Co. 7.000%, 06/01/16	Sell		1.050	06/20/11		4.36	%	USD	10,000		(750	)		—			(750	)
JPMorgan Chase Bank N.A., New York	Dean Foods Co. 7.000%, 06/01/16	Sell		1.080	06/20/11		4.36	%	USD	190,000		(14,120	)		—			(14,120	)
Credit Suisse International	Development Bank of Kazakhstan 7.375%, 11/12/13	Sell		3.750	02/20/13		10.53	%	USD	1,210,000		(251,756	)		—			(251,756	)
Barclays Bank PLC	Eastman Kodak Co. 7.250%, 11/15/13	Sell		4.000	12/20/13		7.49	%	USD	95,000		(11,882	)		—			(11,882	)
Barclays Bank PLC	Eastman Kodak Co. 7.250%, 11/15/13	Sell		3.960	12/20/13		7.49	%	USD	105,000		(13,284	)		—			(13,284	)
Credit Suisse International	Eastman Kodak Co. 7.250%, 11/15/13	Sell		3.650	12/20/13		7.49	%	USD	180,000		(24,769	)		—			(24,769	)
Credit Suisse International	El Paso Corp. 7.875% , 06/15/12	Sell		2.800	03/20/18		7.73	%	USD	65,000		(15,881	)		—			(15,881	)
Merrill Lynch International	El Paso Corp. 7.875% , 06/15/12	Sell		2.900	03/20/18		7.73	%	USD	70,000		(16,756	)		—			(16,756	)
Merrill Lynch International	El Paso Corp. 7.875% , 06/15/12	Sell		2.890	03/20/18		7.73	%	USD	170,000		(40,777	)		—			(40,777	)
Citibank N.A., New York	Federative Republic of Brazil 12.250%, 03/06/30	Sell		4.250	12/20/13		3.04	%	USD	520,000		27,607			—			27,607
Morgan Stanley Capital Services Inc.	Finansbank, A.S./USD 6.250% Eurobonds, 03/24/11 and USD 6.50% Eurobonds, 03/24/13*	Sell		1.300	03/24/13		5.40	%	USD	1,290,000		(182,658	)		—			(182,658	)
Merrill Lynch International	Ford Motor Co. 6.500%, 08/01/18	Sell		5.300	12/20/12		57.97	%	USD	350,000		(235,509	)		—			(235,509	)
Morgan Stanley Capital Services Inc.	Ford Motor Co. 6.500%, 08/01/18	Sell		5.000	12/20/13		53.56	%	USD	295,000		(203,904	)		(155,479	)		(48,425	)

See Accompanying Notes to Financial Statements
175

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG	Ford Motor Co. 7.450%, 07/16/31	Sell		5.800	12/20/16		46.38	%	USD	555,000	$	(387,128	)	$	—		$	(387,128	)
Deutsche Bank AG	Ford Motor Co. 7.450%, 07/16/31	Sell		5.850	12/20/16		46.38	%	USD	695,000		(484,184	)		—			(484,184	)
Deutsche Bank AG	Ford Motor Co. 7.450%, 07/16/31	Sell		6.000	12/20/16		46.38	%	USD	455,000		(315,811	)		—			(315,811	)
JPMorgan Chase Bank N.A., New York	Ford Motor Co. 7.450%, 07/16/31	Sell		6.000	12/20/16		46.38	%	USD	455,000		(315,811	)		—			(315,811	)
Morgan Stanley Capital Services Inc.	Ford Motor Co. 7.450%, 07/16/31	Sell		5.900	12/20/16		46.38	%	USD	60,000		(41,749	)		—			(41,749	)
Morgan Stanley Capital Services Inc.	Ford Motor Co. 7.450%, 07/16/31	Sell		6.150	12/20/16		46.38	%	USD	455,000		(314,638	)		—			(314,638	)
Citibank N.A., New York	Ford Motor Credit Co. 7.000%, 10/01/13	Sell		2.320	03/20/12		13.17	%	USD	390,000		(101,337	)		—			(101,337	)
Credit Suisse International	Ford Motor Credit Co. 7.000%, 10/01/13	Sell		2.385	03/20/12		13.17	%	USD	570,000		(147,220	)		—			(147,220	)
Credit Suisse International	Ford Motor Credit Co. 7.000%, 10/01/13	Sell		2.550	03/20/12		13.17	%	USD	240,000		(61,039	)		—			(61,039	)
Deutsche Bank AG	Ford Motor Credit Co. 7.000%, 10/01/13	Sell		2.390	03/20/12		13.17	%	USD	615,000		(158,769	)		—			(158,769	)
Barclays Bank PLC	General Electric Capital Corp. 6.000%, 06/15/12	Sell		8.000	12/20/09		4.46	%	USD	165,000		5,507			—			5,507
Barclays Bank PLC	General Electric Capital Corp. 6.000%, 06/15/12	Sell		5.750	12/20/09		4.46	%	USD	250,000		3,047			—			3,047
Credit Suisse International	General Electric Capital Corp. 6.000%, 06/15/12	Sell		8.000	12/20/09		4.46	%	USD	145,000		4,839			—			4,839
Deutsche Bank AG	General Motors 7.125%, 07/15/13	Sell		4.750	12/20/16		88.99	%	USD	365,000		(300,707	)		—			(300,707	)
Deutsche Bank AG	General Motors 7.125%, 07/15/13	Sell		4.680	12/20/16		88.99	%	USD	445,000		(366,920	)		—			(366,920	)
Goldman Sachs Capital Markets L.P.	General Motors 7.125%, 07/15/13	Sell		4.950	12/20/16		88.99	%	USD	365,000		(299,993	)		—			(299,993	)
JPMorgan Chase Bank N.A., New York	General Motors 7.125%, 07/15/13	Sell		4.750	12/20/16		88.99	%	USD	555,000		(457,240	)		—			(457,240	)
Merrill Lynch International	General Motors 7.125%, 07/15/13	Sell		4.050	12/20/12		94.97	%	USD	235,000		(180,348	)		—			(180,348	)
Morgan Stanley Capital Services Inc.	General Motors 7.125%, 07/15/13	Sell		4.900	12/20/16		88.99	%	USD	365,000		(300,172	)		—			(300,172	)
Morgan Stanley Capital Services Inc.	General Motors 7.125%, 07/15/13	Sell		4.620	12/20/16		88.99	%	USD	40,000		(33,005	)		—			(33,005	)
Deutsche Bank AG	General Motors 7.125%, 07/15/13	Sell		5.000	12/20/13		93.73	%	USD	555,000		(449,765	)		(340,377	)		(109,388	)
Deutsche Bank AG	General Motors 7.125%, 07/15/13	Sell		5.000	12/20/18		85.97	%	USD	170,000		(139,348	)		(111,510	)		(27,838	)
Morgan Stanley Capital Services Inc.	GISAD DIS TICARET A.S. 7.67%, 03/23/14	Sell		3.000	03/23/13		9.09	%	EUR	1,445,000		(171,355	)		—			(171,355	)
Credit Suisse International	GMAC LLC 6.875%, 08/28/12	Sell		5.000	03/20/09		7.60	%	USD	55,000		(309	)		(1,676	)		1,367
Credit Suisse International	GMAC LLC 6.875%, 08/28/12	Sell		1.390	03/20/17		7.43	%	USD	375,000		(116,573	)		—			(116,573	)
Goldman Sachs International	GMAC LLC 6.875%, 08/28/12	Sell		1.390	03/20/17		7.43	%	USD	220,000		(68,389	)		—			(68,389	)
Goldman Sachs International	GMAC LLC 6.875%, 08/28/12	Sell		1.370	03/20/17		7.43	%	USD	90,000		(28,070	)		—			(28,070	)

See Accompanying Notes to Financial Statements
176

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit Suisse International	HSBK Europe BV 7.250%, 05/03/17	Sell		4.950	03/20/13		10.28	%	USD	250,000	$	(40,818	)	$	—		$	(40,818	)
Morgan Stanley Capital Services Inc.	HSBK Europe BV 7.750%, 05/13/13	Sell		4.780	03/20/13		10.28	%	USD	500,000		(84,242	)		—			(84,242	)
Morgan Stanley Capital Services Inc.	HSBK Europe BV 7.750%, 05/13/13	Sell		4.880	03/20/13		10.28	%	USD	500,000		(82,709	)		—			(82,709	)
Credit Suisse International	Harrah's Operating Co. Inc. 5.625%, 06/01/15	Sell		5.000	03/20/10		28.60	%	USD	205,000		(48,475	)		(7,537	)		(40,938	)
Credit Suisse International	Idearc Inc. 8.000%, 11/15/16	Sell		5.000	12/20/09		202.75	%	USD	5,000		(3,833	)		(822	)		(3,011	)
Goldman Sachs International	Idearc Inc. 8.000%, 11/15/16	Sell		5.000	09/20/09		226.71	%	USD	255,000		(195,757	)		(17,494	)		(178,263	)
JPMorgan Chase Bank, N.A. New York	Idearc Inc. 8.000%, 11/15/16	Sell		5.000	09/20/09		226.71	%	USD	50,000		(38,384	)		(4,226	)		(34,158	)
Citibank N.A., New York	Intelsat Ltd., 6.500%, 11/01/13	Sell		5.000	03/20/09		3.74	%	USD	65,000		177			—			177
Credit Suisse International	Intelsat Ltd., 6.500%, 11/01/13	Sell		4.400	03/20/09		3.74	%	USD	60,000		86			—			86
Credit Suisse International	Intelsat Ltd., 6.500%, 11/01/13	Sell		5.750	03/20/09		3.74	%	USD	5,000		22			—			22
Deutsche Bank AG	Intelsat Ltd., 6.500%, 11/01/13	Sell		4.400	03/20/09		3.74	%	USD	20,000		29			—			29
Deutsche Bank AG	Intelsat Ltd., 6.500%, 11/01/13	Sell		4.750	03/20/09		3.74	%	USD	65,000		142			—			142
Deutsche Bank AG	Intelsat Ltd., 6.500%, 11/01/13	Sell		5.000	03/20/09		3.74	%	USD	35,000		96			—			96
Citibank N.A., New York	Islamic Republic of Pakistan 6.750%, 02/19/09	Sell		5.100	03/20/13		32.70	%	USD	270,000		(140,153	)		—			(140,153	)
Credit Suisse International	IStar Financial Inc. 6.000%, 12/15/10	Sell		12.000	03/20/09		81.17	%	USD	75,000		(10,079	)		—			(10,079	)
Credit Suisse International	IStar Financial Inc. 6.000%, 12/15/10	Sell		4.150	12/20/12		70.49	%	USD	115,000		(70,851	)		—			(70,851	)
Deutsche Bank AG	IStar Financial Inc. 6.000%, 12/15/10	Sell		12.000	03/20/09		81.17	%	USD	190,000		(25,533	)		—			(25,533	)
Deutsche Bank AG	IStar Financial Inc. 6.000%, 12/15/10	Sell		4.320	12/20/12		70.49	%	USD	80,000		(49,161	)		—			(49,161	)
Deutsche Bank AG	IStar Financial Inc. 6.000%, 12/15/10	Sell		4.500	12/20/12		70.49	%	USD	105,000		(64,349	)		—			(64,349	)
Deutsche Bank AG	IStar Financial Inc. 6.000%, 12/15/10	Sell		4.000	12/20/12		70.49	%	USD	135,000		(83,361	)		—			(83,361	)
Goldman Sachs International	IStar Financial Inc. 6.000%, 12/15/10	Sell		3.950	12/20/12		70.49	%	USD	285,000		(176,117	)		—			(176,117	)
Morgan Stanley Capital Services Inc.	IStar Financial Inc. 6.000%, 12/15/10	Sell		4.860	12/20/12		70.49	%	USD	85,000		(51,808	)		—			(51,808	)
UBS AG	IStar Financial Inc. 6.000%, 12/15/10	Sell		4.560	12/20/12		70.49	%	USD	55,000		(33,676	)		—			(33,676	)
Citibank N.A., New York	Jefferson Smurfit Corp. 7.500%, 06/01/13	Sell		8.000	12/20/13		80.20	%	USD	40,000		(27,649	)		—			(27,649	)
Merrill Lynch International	Jefferson Smurfit Corp. 7.500%, 06/01/13	Sell		6.700	06/20/13		81.03	%	USD	85,000		(59,489	)		—			(59,489	)
Merrill Lynch International	Jefferson Smurfit Corp. 7.500%, 06/01/13	Sell		6.800	06/20/13		81.03	%	USD	110,000		(76,882	)		—			(76,882	)
Merrill Lynch International	Jefferson Smurfit Corp. 7.500%, 06/01/13	Sell		7.950	12/20/13		80.20	%	USD	100,000		(69,171	)		—			(69,171	)
Credit Suisse International	Massey Energy Co. 6.875%, 12/15/13	Sell		5.000	03/20/13		8.07	%	USD	80,000		(7,858	)		—			(7,858	)

See Accompanying Notes to Financial Statements
177

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit Suisse International	Massey Energy Co. 6.875%, 12/15/13	Sell		5.000	03/20/13		8.07	%	USD	35,000	$	(3,438	)	$	—		$	(3,438	)
UBS AG	Massey Energy Co. 6.875%, 12/15/13	Sell		5.050	09/20/12		7.92	%	USD	55,000		(4,627	)		—			(4,627	)
UBS AG	Massey Energy Co. 6.875%, 12/15/13	Sell		5.100	09/20/12		7.92	%	USD	85,000		(7,027	)		—			(7,027	)
Citibank N.A., New York	MGM Mirage Inc. 5.875%, 02/27/14	Sell		5.000	12/20/13		18.13	%	USD	210,000		(70,304	)		(66,974	)		(3,330	)
Credit Suisse International	MGM Mirage Inc. 5.875%, 02/27/14	Sell		8.400	12/20/13		18.13	%	USD	90,000		(22,330	)		—			(22,330	)
Credit Suisse International	MGM Mirage Inc. 5.875%, 02/27/14	Sell		5.000	12/20/13		18.13	%	USD	225,000		(75,325	)		(54,275	)		(21,050	)
Goldman Sachs International	MGM Mirage Inc. 5.875%, 02/27/14	Sell		8.400	12/20/13		18.13	%	USD	140,000		(34,735	)		—			(34,735	)
Citibank N.A., New York	Morgan Stanley 6.600%, 04/01/12	Sell		7.800	12/20/13		3.93	%	USD	305,000		47,589			—			47,589
JPMorgan Chase Bank N.A., New York	Morgan Stanley 6.600%, 04/01/12	Sell		7.800	12/20/13		3.93	%	USD	360,000		56,171			—			56,171
Barclays Bank PLC	Nalco Co. 7.750%, 11/15/11	Sell		4.500	09/20/13		7.18	%	USD	100,000		(9,489	)		—			(9,489	)
Citibank N.A., New York	Nalco Co. 7.750%, 11/15/11	Sell		3.600	09/20/12		7.01	%	USD	85,000		(8,642	)		—			(8,642	)
Citibank N.A., New York	Nalco Co. 7.750%, 11/15/11	Sell		4.170	09/20/13		7.18	%	USD	95,000		(10,124	)		—			(10,124	)
Goldman Sachs International	Nalco Co. 7.750%, 11/15/11	Sell		3.700	09/20/12		7.01	%	USD	90,000		(8,883	)		—			(8,883	)
Goldman Sachs International	Nalco Co. 7.750%, 11/15/11	Sell		4.250	09/20/13		7.18	%	USD	95,000		(9,855	)		—			(9,855	)
Goldman Sachs International	Nalco Co. 7.750%, 11/15/11	Sell		4.700	09/20/13		7.18	%	USD	105,000		(9,221	)		—			(9,221	)
Goldman Sachs International	Nalco Co. 7.750%, 11/15/11	Sell		4.700	09/20/13		7.18	%	USD	185,000		(16,246	)		—			(16,246	)
JPMorgan Chase Bank N.A., New York	Nalco Co. 7.750%, 11/15/11	Sell		4.650	09/20/13		7.18	%	USD	100,000		(8,959	)		—			(8,959	)
Credit Suisse International	NJSC Naftogaz of Ukraine 8.125%, 09/30/09	Sell		3.250	04/20/11		43.14	%	USD	530,000		(261,662	)		—			(261,662	)
Citibank N.A., New York	Owens-Illinois, Inc. 7.800%, 05/15/18	Sell		2.500	06/20/13		3.89	%	USD	95,000		(5,068	)		—			(5,068	)
Credit Suisse International	Owens-Illinois, Inc. 7.800%, 05/15/18	Sell		2.500	06/20/13		3.89	%	USD	55,000		(2,934	)		—			(2,934	)
Deutsche Bank AG	Owens-Illinois, Inc. 7.800%, 05/15/18	Sell		2.500	06/20/13		3.89	%	USD	30,000		(1,601	)		—			(1,601	)
Barclays Bank PLC	R.H. Donnelley Corp. 8.875%, 01/15/16	Sell		5.000	09/20/10		48.43	%	USD	85,000		(41,875	)		(12,999	)		(28,876	)
Goldman Sachs International	R.H. Donnelley Corp. 8.875%, 01/15/16	Sell		5.000	09/20/10		48.43	%	USD	120,000		(59,118	)		(21,610	)		(37,508	)
Morgan Stanley Capital Services Inc.	R.H. Donnelley Corp. 8.875%, 01/15/16	Sell		5.000	09/20/10		48.43	%	USD	55,000		(27,095	)		(8,399	)		(18,696	)
Citibank N.A., New York	Reliant Energy Inc. 6.750%, 12/15/14	Sell		2.450	09/20/11		6.94	%	USD	70,000		(6,875	)		—			(6,875	)
Citibank N.A., New York	Reliant Energy Inc. 6.750%, 12/15/14	Sell		2.600	09/20/11		6.94	%	USD	210,000		(19,935	)		—			(19,935	)

See Accompanying Notes to Financial Statements
178

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Credit Suisse International	Reliant Energy Inc. 6.750%, 12/15/14	Sell		5.750	12/20/13		9.69	%	USD	130,000	$	(17,089	)	$	—		$	(17,089	)
Merrill Lynch International	Reliant Energy Inc. 6.750%, 12/15/14	Sell		2.050	09/20/11		6.94	%	USD	115,000		(12,300	)		—			(12,300	)
UBS AG	Republic of Philippines 10.625%, 03/16/25	Sell		1.450	06/20/17		3.84	%	USD	540,000		(82,489	)		—			(82,489	)
JPMorgan Chase Bank N.A., London	Republic of Turkey 11.875%, 01/15/30	Sell		2.640	08/20/13		4.15	%	USD	270,000		(16,157	)		—			(16,157	)
JPMorgan Chase Bank N.A., London	Republic of Turkey 11.875%, 01/15/30	Sell		2.680	09/20/13		4.15	%	USD	205,000		(11,520	)		—			(11,520	)
Goldman Sachs International	Republic of Venezuela 9.250%, 09/15/27	Sell		6.350	05/20/13		32.64	%	USD	205,000		(101,287	)		—			(101,287	)
Credit Suisse International	Rite Aid Corp. 7.700%, 02/15/27	Sell		7.500	03/20/09		29.41	%	USD	55,000		(2,540	)		—			(2,540	)
Goldman Sachs International	Rite Aid Corp. 7.700%, 02/15/27	Sell		8.060	03/20/09		29.41	%	USD	100,000		(4,500	)		—			(4,500	)
Goldman Sachs International	Rite Aid Corp. 7.700%, 02/15/27	Sell		5.000	12/20/09		36.61	%	USD	260,000		(67,475	)		(14,629	)		(52,846	)
Barclays Bank PLC	Station Casinos 6.000%, 04/01/12	Sell		5.000	06/20/13		87.73	%	USD	80,000		(62,661	)		(12,341	)		(50,320	)
Goldman Sachs International	Station Casinos 6.000%, 04/01/12	Sell		5.000	06/20/13		87.73	%	USD	45,000		(35,247	)		(6,815	)		(28,432	)
Citibank N.A., New York	Tribune Co. 5.250%, 08/15/15**	Sell		5.000	03/20/10		See below footnote		USD	65,000		(61,966	)		(11,782	)		(50,184	)
Citibank N.A., New York	Tribune Co. 5.250%, 08/15/15**	Sell		5.000	03/20/10		See below footnote		USD	65,000		(61,967	)		(12,060	)		(49,907	)
Citibank N.A., New York	Tribune Co. 5.250%, 08/15/15**	Sell		5.000	03/20/10		See below footnote		USD	75,000		(71,500	)		(14,075	)		(57,425	)
Citibank N.A., New York	Tribune Co. 5.250%, 08/15/15**	Sell		5.000	03/20/10		See below footnote		USD	70,000		(66,733	)		(13,951	)		(52,782	)
Credit Suisse International	Tribune Co. 5.250%, 08/15/15**	Sell		6.350	12/20/08		See below footnote		USD	55,000		(52,433	)		—			(52,433	)
Credit Suisse International	Tribune Co. 5.250%, 08/15/15**	Sell		5.000	12/20/09		See below footnote		USD	15,000		(14,300	)		(2,606	)		(11,694	)
Credit Suisse International	Tribune Co. 5.250%, 08/15/15**	Sell		5.000	12/20/09		See below footnote		USD	60,000		(57,200	)		(10,947	)		(46,253	)
JPMorgan Chase Bank, N.A., New York	Tribune Co. 5.250%, 08/15/15**	Sell		5.000	12/20/09		See below footnote		USD	95,000		(90,567	)		(18,292	)		(72,275	)
Credit Suisse International	TXU Corp. 5.550%, 11/15/14	Sell		1.530	06/20/11		15.77	%	USD	150,000		(39,318	)		—			(39,318	)
Credit Suisse International	TXU Corp. 5.550%, 11/15/14	Sell		1.610	06/20/11		15.77	%	USD	85,000		(22,155	)		—			(22,155	)
Merrill Lynch International	TXU Corp. 5.550%, 11/15/14	Sell		1.530	06/20/11		15.77	%	USD	185,000		(48,492	)		—			(48,492	)
Merrill Lynch International	TXU Corp. 5.550%, 11/15/14	Sell		1.580	06/20/11		15.77	%	USD	165,000		(43,098	)		—			(43,098	)

See Accompanying Notes to Financial Statements
179

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Merrill Lynch International	TXU Corp. 5.550%, 11/15/14	Sell		1.590	06/20/11		15.77	%	USD	165,000	$	(43,068	)	$	—		$	(43,068	)
Merrill Lynch International	TXU Corp. 5.550%, 11/15/14	Sell		1.620	06/20/11		15.77	%	USD	210,000		(54,697	)		—			(54,697	)
Merrill Lynch International	TXU Corp. 5.550%, 11/15/14	Sell		2.060	06/20/11		15.77	%	USD	245,000		(61,829	)		—			(61,829	)
Citibank N.A., New York	Univision Communications Inc. 9.750%, 03/15/15	Sell		5.000	12/20/09		37.54	%	USD	190,000		(49,912	)		(10,503	)		(39,409	)
Credit Suisse International	Univision Communications Inc. 9.750%, 03/15/15	Sell		14.600	03/20/09		35.86	%	USD	15,000		(669	)		—			(669	)
Goldman Sachs International	Univision Communications Inc. 9.750%, 03/15/15	Sell		5.000	06/20/09		35.86	%	USD	50,000		(6,654	)		(1,893	)		(4,761	)
Goldman Sachs International	Univision Communications Inc. 9.750%, 03/15/15	Sell		5.000	06/20/09		35.86	%	USD	15,000		(1,996	)		(645	)		(1,351	)
Goldman Sachs International	Univision Communications Inc. 9.750%, 03/15/15	Sell		5.000	06/20/09		35.86	%	USD	35,000		(4,658	)		(860	)		(3,798	)
JPMorgan Chase Bank N.A., New York	Univision Communications Inc. 9.750%, 03/15/15	Sell		5.000	06/20/09		35.86	%	USD	35,000		(4,658	)		(1,770	)		(2,888	)
UBS AG	Univision Communications Inc. 9.750%, 03/15/15	Sell		5.000	06/20/09		35.86	%	USD	70,000		(9,316	)		(2,496	)		(6,820	)
Deutsche Bank AG	Vale Overseas Limited 8.250%, 01/17/34	Sell		1.050	03/20/17		3.39	%	USD	200,000		(30,364	)		—			(30,364	)
Morgan Stanley Capital Services Inc.	YASAR, Multiple loan facility agreements to the YASAR Group Entities	Sell		8.500	10/20/09		26.12	%	USD	230,000		(24,876	)		—			(24,876	)
Morgan Stanley Capital Services Inc.	YASAR, Multiple loan facility agreements to the YASAR Group Entities	Sell		8.750	06/20/10		24.85	%	USD	230,000		(42,495	)		—			(42,495	)
											$	(10,217,908	)	$	(952,385	)	$	(9,265,523	)

* Issued by Istanbul Bond Company to provide funds to finance loans to Finansbank, A.S. For the purposes of this transaction each such loan shall be an underlying loan.

** The Tribune Company announced on December 9, 2008 (Event Determination Date) that it was voluntarily restructuring its debt obligations under the protection of Chapter 11 of the US Bankruptcy Code. Cash settlement is based on a final price of 1.5, which was determined at auction on January 6, 2009. As the seller of protection, the fund will be required to pay an amount equal to notional amount of each transaction multiplied by one minus the final price (notional amount x .985). The coupon for each deal stopped accruing on the Event Determination Date.

(1) If a Portfolio is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Portfolio will either 1.) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or 2.) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2) If the Portfolio is a seller of protection, and a credit event occurs, as defined under the terms of that particular swap agreement, the Portfolio will generally either 1.) Pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations, or underlying securities comprising a referenced index or 2.) Pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index.

See Accompanying Notes to Financial Statements
180

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

market values, as well as the receive fixed rate, serve as indicators of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, and high receive fixed rate, represent a deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

(4) The maximum amount of future payments (undiscounted) that a Portfolio as seller of protection could be required to make or receive as a buyer of credit protection under a credit default swap agreement would be an amount equal to the notional amount of the agreement.

(5) The market values for credit default swap agreements serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. Increasing market values, in absolute terms, when compared to the notional amount of the agreement, represent a deterioration of the referenced obligation's credit soundness and a greater likelihood or risk of default or other credit event occurring.

(6) For the reason(s) or why a Portfolio may sell credit protection, please see NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements.

ING Oppenheimer Strategic Income Portfolio Interest Rate Swap Agreements Outstanding on December 31, 2008:

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate
equal to 12.610% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/04/10

BRL

3,600,000

17,063

Receive a fixed rate
equal to 12.710% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/04/10

BRL

1,910,000

10,956

Receive a fixed rate
equal to 14.890% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/04/10

BRL

8,390,000

232,393

Receive a fixed rate
equal to 6.140% and
pay a floating rate
based on 6-month
PLZ-WIBOR-WIBO
Counterparty: Goldman
Sachs International

08/26/10

PLN

3,870,000

27,282

Receive a fixed rate
equal to 3.560% and
pay a floating rate
based on 6-month
CZK-PRIBOR-PRBO
Counterparty: JPMorgan
Chase Bank, N.A., London

09/12/10

CZK

39,000,000

26,866

Receive a fixed rate
equal to 3.470% and
pay a floating rate
based on 6-month
CZK-PRIBOR-PRBO
Counterparty: JPMorgan
Chase Bank, N.A., London

09/18/10

CZK

47,600,000

27,943

Receive a fixed rate
equal to 3.560% and
pay a floating rate
based on 6-month
CZK-PRIBOR-PRBO
Counterparty: Citibank
N.A., New York

09/27/10

CZK

47,000,000

30,568

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate
equal to 3.300% and
pay a floating rate
based on 6-month
CZK-PRIBOR-PRBO
Counterparty: JPMorgan
Chase Bank, N.A., London

10/17/10

CZK

49,000,000

12,919

Receive a fixed rate
equal to 2.760% and
pay a floating rate
based on 6-month
CZK-PRIBOR-PRBO
Counterparty: Goldman
Sachs International

12/05/10

CZK

55,000,000

4,226

Receive a fixed rate
equal to 2.750% and
pay a floating rate
based on 6-month
CZK-PRIBOR-PRBO
Counterparty: JPMorgan
Chase Bank, N.A., London

12/05/10

CZK

55,000,000

3,688

Receive a fixed rate
equal to 8.600% and
pay a floating rate
based on 6-month
HUF-BUBOR
Counterparty: JPMorgan
Chase Bank, N.A., London

12/17/10

HUF

305,000,000

6,385

Receive a fixed rate
equal to 10.000% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

11/11/11

MXN

89,000,000

105,818

Receive a fixed rate
equal to 10.000% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: JPMorgan
Chase Bank, N.A.,
New York

11/11/11

MXN

88,000,000

104,629

Receive a fixed rate
equal to 9.350% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

11/18/11

MXN

27,600,000

74,026

See Accompanying Notes to Financial Statements
181

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate
equal to 9.270% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

11/21/11

MXN

33,600,000

77,160

Receive a fixed rate
equal to 9.080% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

11/22/11

MXN

33,800,000

65,694

Receive a fixed rate
equal to 8.920% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: Citibank
N.A., New York

11/24/11

MXN

28,100,000

46,295

Receive a fixed rate
equal to 8.920% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: JPMorgan
Chase Bank, N.A.,
New York

11/24/11

MXN

27,500,000

51,671

Receive a fixed rate
equal to 14.900% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: Banco
Santander S.A., New York

01/02/12

BRL

5,060,000

103,462

Receive a fixed rate
equal to 14.050% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/12

BRL

1,040,000

24,215

Receive a fixed rate
equal to 13.910% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: JPMorgan
Chase Bank, N.A.

01/02/12

BRL

2,070,000

44,514

Receive a fixed rate
equal to 14.000% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: Banco
Santander Central
Hispano, S.A.

01/03/12

BRL

1,040,000

23,556

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive an initial exchange
of USD 292,335.12.
Pay an initial exchange
of TRY 410,000.00.
Receive a fixed rate
equal to 17.100% on
TRY 410,000 and
pay a floating rate
based on 3-month USD
LIBOR on USD 292,335.12
Upon termination of the
contract, receive
TRY 410,000.00 and
pay USD 292,335.12.
Counterparty: Merrill Lynch
International

02/06/12

TRY

410,000

41,810

Receive an initial exchange
of USD 184,921.76.
Pay an initial exchange
of TRY 260,000.00.
Receive a fixed rate
equal to 17.250% on
TRY 260,000 and
pay a floating rate
based on 3-month USD
LIBOR on USD 184,921.76
Upon termination of the
contract, receive
TRY 260,000.00 and
pay USD 184,921.76.
Counterparty: Credit Suisse
International

02/07/12

TRY

260,000

17,420

Receive an initial exchange
of USD 281,539.56.
Pay an initial exchange
of TRY 395,000.00.
Receive a fixed rate
equal to 17.300% on
TRY 395,000 and
pay a floating rate
based on 3-month USD
LIBOR on USD 281,539.56.
Upon termination of the
contract, receive
TRY 395,000.00 and
pay USD 281,539.56.
Counterparty: Credit Suisse
International

02/09/12

TRY

395,000

40,347

Receive an initial exchange
of USD 477,085.44.
Pay an initial exchange
of TRY 660,000.00.
Receive a fixed rate
equal to 16.750% on
TRY 660, 000 and
pay a floating rate
based on 3-month USD
LIBOR on USD 477,085.44.
Upon termination of the
contract, receive
TRY 660,000.00 and
pay USD 477,085.44.
Counterparty: Credit Suisse
International

02/26/12

TRY

660,000

32,834

See Accompanying Notes to Financial Statements
182

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate
equal to 8.480% and
pay a floating rate
based on 6-month
HUF-BUBOR
Counterparty: JPMorgan
Chase Bank, N.A., London

06/06/13

HUF

192,000,000

30,370

Receive a fixed rate
equal to 6.040% and
pay a floating rate
based on 6-month
PLZ-WIBOR-WIBO
Counterparty: JPMorgan
Chase Bank, N.A., London

08/08/13

PLN

2,580,000

62,610

Receive a fixed rate
equal to 7.880% and
pay a floating rate
based on 6-month
HUF-BUBOR
Counterparty: JPMorgan
Chase Bank, N.A., London

08/12/13

HUF

123,000,000

7,188

Receive a fixed rate
equal to 7.890% and
pay a floating rate
based on 6-month
HUF-BUBOR
Counterparty: JPMorgan
Chase Bank, N.A., London

09/12/13

HUF

107,000,000

3,482

Receive a fixed rate
equal to 7.820% and
pay a floating rate
based on 6-month
HUF-BUBOR
Counterparty: Barclays
Bank PLC

09/19/13

HUF

231,000,000

11,422

Receive a fixed rate
equal to 8.540% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: Banco
Santander S.A., New York

09/27/13

MXN

14,000,000

19,542

Receive a fixed rate
equal to 8.560% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: Credit
Suisse International

09/27/13

MXN

5,500,000

7,993

Receive a fixed rate
equal to 8.540% and
pay a floating rate
based on 28-day
MXN-TIIE-BANXICO
Counterparty: J. Aron &
Company

09/27/13

MXN

8,500,000

11,865

Receive a fixed rate
equal to 12.870% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/14

BRL

960,000

5,985

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 12.920% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: J. Aron & Company	01/02/14	BRL	1,920,000	$	13,316
Receive a fixed rate equal to 12.260% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: J. Aron & Company	01/02/15	BRL	80,000		(211	)
Receive a fixed rate equal to 12.290% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: J. Aron & Company	01/02/15	BRL	40,000		(88	)
Receive a fixed rate of 5.460% on UDI 2,252,229.80. Pay a floating rate based on 6-month USD-LIBOR on USD 730,000.00. Upon termination of the contract, receive UDI 2,252,229.80 and pay USD 730,000.00. Counterparty: Deutsche Bank AG, London	05/13/15	USD	730,000		28,246
Receive a fixed rate equal to 5.250% on UDI 1,184,117.66 converted to MXN. Pay a floating rate based on 6-month USD-LIBOR on USD 390,000.00. Upon termination of the contract, receive UDI 1,184,117.66 (converted into MXN) and pay USD 390,000.00. Counterparty: Deutsche Bank AG, London	06/23/15	USD	390,000		4,424
Receive a fixed rate equal to 13.550% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Banco Santander, S.A., New York	01/02/17	BRL	1,730,000		19,664
Receive a fixed rate equal to 13.100% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: J. Aron & Company	01/02/17	BRL	1,610,000		10,721

See Accompanying Notes to Financial Statements
183

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate
equal to 13.670% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/17

BRL

1,750,000

22,287

Receive a fixed rate
equal to 13.900% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/17

BRL

2,760,000

39,825

Receive a fixed rate
equal to 14.100% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/17

BRL

430,000

7,159

Receive a fixed rate
equal to 14.160% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/17

BRL

1,770,000

32,135

Receive a fixed rate
equal to 14.300% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: J. Aron &
Company

01/02/17

BRL

2,700,000

53,013

Receive a fixed rate
equal to 13.900% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: JPMorgan
Chase Bank, N.A.

01/02/17

BRL

2,770,000

39,969

Receive a fixed rate
equal to 13.900% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: JPMorgan
Chase Bank, N.A.

01/02/17

BRL

2,500,000

36,909

Receive a fixed rate
equal to 13.900% and
pay a floating rate
based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty: Morgan
Stanley Capital
Services Inc.

01/02/17

BRL

5,000,000

73,819

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 13.930% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Morgan Stanley Capital Services Inc.	01/02/17	BRL	1,710,000	$	26,746
Receive a fixed rate equal to 14.860% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Morgan Stanley Capital Services Inc.	01/02/17	BRL	1,680,000		42,534
Receive a fixed rate equal to 14.880% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Morgan Stanley Capital Services Inc.	01/02/17	BRL	1,680,000		42,899
Receive a fixed rate equal to 14.950% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Morgan Stanley Capital Services Inc.	01/02/17	BRL	2,000,000		51,098
Receive a fixed rate equal to 15.000% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Morgan Stanley Capital Services Inc.	01/02/17	BRL	2,000,000		52,081
Receive a fixed rate equal to 14.340% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: UBS AG, London	01/02/17	BRL	1,900,000		38,165
Receive a floating rate based on 7-Day Repo Fixing Rates for Chinese Renminbi, pay a fixed rate equal to 4.000% Counterparty: Goldman Sachs International	02/16/17	CNY	3,800,000		(6,817	)

See Accompanying Notes to Financial Statements
184

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a floating rate based on the price of specified swaption straddle struck at the five year forward five year swap rate as of the floating rate payer reset date (divided by 10,000) and pay a fixed rate equal to 4.660%. Counterparty: Merrill Lynch Capital Services, Inc.	06/11/17	USD	9,650,000	$	(862,641	)
Receive a floating rate based on the price of specified swaption straddle struck at the five year forward five year swap rate as of the floating rate payer reset date (divided by 10,000) and pay a fixed rate equal to 5.330%. Counterparty: Merrill Lynch Capital Services, Inc.	08/13/17	USD	2,380,000		(328,629	)
Receive a fixed rate equal to 8.140% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: J. Aron & Company	01/10/18	MXN	8,910,000		(12,430	)
Receive a fixed rate equal to 8.570% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Banco Santander, S.A., New York	05/03/18	MXN	7,140,000		4,076
Receive a fixed rate equal to 8.570% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Merrill Lynch Capital Services, Inc.	05/11/18	MXN	6,150,000		7,075
Receive a fixed rate equal to 8.645% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Banco Santander S.A., New York	05/17/18	MXN	4,700,000		7,070
Receive a fixed rate equal to 9.320% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: JPMorgan Chase Bank, N.A., New York	06/01/18	MXN	4,520,000		21,833
Receive a fixed rate equal to 5.110% and pay a floating rate based on 3-month SEK-STIBOR-SIDE Counterparty: Deutsche Bank AG, Frankfurt	07/16/18	SEK	9,900,000		193,292

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 5.080% and pay a floating rate based on 3-month SEK-STIBOR-SIDE Counterparty: Goldman Sachs International	07/17/18	SEK	9,900,000	$	184,058
Receive a fixed rate equal to 4.840% and pay a floating rate based on 3-month SEK-STIBOR-SIDE Counterparty: Goldman Sachs International	08/21/18	SEK	6,700,000		119,895
Receive a fixed rate equal to 5.880% and pay a floating rate based on 3-month ILS-TELBOR01 Counterparty: UBS AG, London	08/28/18	ILS	2,450,000		58,398
Receive a fixed rate equal to 5.850% and pay a floating rate based on 3-month ILS-TELBOR01 Counterparty: UBS AG, London	09/04/18	ILS	2,500,000		68,735
Receive a fixed rate equal to 7.180% and pay a floating rate based on 6-month HUF-BUBOR Counterparty: Citibank N.A., New York	10/03/18	HUF	134,000,000		(695	)
Receive a fixed rate equal to 5.320% and pay a floating rate based on 6-month PLZ-WIBOR-WIBO Counterparty: Goldman Sachs International	10/03/18	PLN	3,400,000		71,358
Receive a fixed rate equal to 3.830% and pay a floating rate based on 6-month CZK-PRIBOR-PRBO Counterparty: Morgan Stanley Capital Services Inc.	10/03/18	CZK	22,100,000		59,324
Receive a fixed rate equal to 3.760% and pay a floating rate based on 6-month CZK-PRIBOR-PRBO Counterparty: Goldman Sachs International	10/06/18	CZK	21,900,000		51,411
Receive a fixed rate equal to 5.330% and pay a floating rate based on 6-month PLZ-WIBOR-WIBO Counterparty: Goldman Sachs International	10/06/18	PLN	3,340,000		70,421

See Accompanying Notes to Financial Statements
185

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 7.200% and pay a floating rate based on 6-month HUF-BUBOR Counterparty: JPMorgan Chase Bank, N.A., London	10/06/18	HUF	134,000,000	$	(18	)
Receive a fixed rate equal to 7.180% and pay a floating rate based on 6-month HUF-BUBOR Counterparty: Barclays Bank PLC	10/08/18	HUF	134,000,000		(1,025	)
Receive a fixed rate equal to 7.200% and pay a floating rate based on 6-month HUF-BUBOR Counterparty: Citibank N.A., New York	10/08/18	HUF	132,000,000		(18	)
Receive a fixed rate equal to 9.580% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: JPMorgan Chase Bank, N.A., New York	10/23/18	MXN	34,800,000		215,123
Receive a floating rate based on 3-month ZAR-JIBAR-SAFEX and pay a fixed rate equal to 8.930% Counterparty: JPMorgan Chase Bank, N.A., London	11/03/18	ZAR	13,250,000		(122,722	)
Receive a floating rate based on 3-month ZAR-JIBAR-SAFEX and pay a fixed rate equal to 8.920% Counterparty: UBS AG, London	11/03/18	ZAR	13,250,000		(121,724	)
Receive a fixed rate equal to 9.070% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Morgan Stanley Capital Services Inc.	11/26/18	MXN	10,800,000		38,983
Receive a fixed rate equal to 4.880% and pay a floating rate based on 6-month AUD-BBR-BBSW Counterparty: Westpac Banking Corp.	12/03/18	AUD	4,175,000		128,699
Receive a floating rate based on 3-month SEK-STIBOR-SIDE and pay a fixed rate equal to 3.135% Counterparty: Barclays Bank PLC	12/09/18	SEK	6,640,000		(55	)

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a floating rate based on 3-month SEK-STIBOR-SIDE and pay a fixed rate equal to 3.130% Counterparty: Deutsche Bank AG, Frankfurt	12/09/18	SEK	1,660,000	$	77
Receive a fixed rate equal to 5.036% and pay a floating rate based on 3-month ILS-TELBOR01 Counterparty: UBS AG	12/12/18	ILS	2,740,000		22,106
Receive a floating rate based on 3-month SEK-STIBOR-SIDE and pay a fixed rate equal to 3.520% Counterparty: Barclays Bank PLC	12/15/18	SEK	8,300,000		(39,374	)
Receive a fixed rate equal to 4.940% and pay a floating rate based on 3-month ILS-TELBOR01 Counterparty: Credit Suisse International	12/15/18	ILS	1,070,000		8,985
Receive a floating rate based on 3-month SEK-STIBOR-SIDE and pay a fixed rate equal to 3.220% Counterparty: Barclays Bank PLC	12/22/18	SEK	5,000,000		(7,008	)
Receive a fixed rate equal to 4.650% and pay a floating rate based on 3-month ILS-TELBOR01 Counterparty: Credit Suisse International	12/22/18	ILS	1,000,000		1,006
Receive a fixed rate equal to 9.150% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: J. Aron & Company	08/27/26	MXN	5,270,000		23,462
Receive a fixed rate equal to 9.330% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: J. Aron & Company	09/16/26	MXN	2,200,000		12,587
Receive a fixed rate equal to 8.300% and pay a floating rate based on 28-day MXN-TIIE-BANXICO Counterparty: Credit Suisse International	12/17/26	MXN	4,750,000		(8,794	)
				$	1,904,935

See Accompanying Notes to Financial Statements
186

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

ING Oppenheimer Strategic Income Portfolio Total Return Swap Agreements Outstanding on December 31, 2008:

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive carry amount plus
absolute value of the
total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is negative.
Pay total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is positive.
Counterparty: Goldman
Sachs Capital Markets, L.P.

01/01/09

USD

1,120,000

193,156

01/01/09

USD

2,060,000

346,354

Receive carry amount plus
15 bps, plus absolute
value of the total return
of the Barclays Capital
CMBS AAA Index, if the
return is negative.
Pay total return of the
Barclays Capital CMBS
AAA Index, if the
return is positive.
Counterparty:
Citibank N.A., New York

02/01/09

USD

1,100,000

120,908

Receive carry amount plus
absolute value of the
total return of the
Barclays Capital CMBS
AAA Index, if the
return is negative.
Pay total return of the
Barclays Capital CMBS
AAA Index, if the
return is positive.
Counterparty:
Citibank N.A., New York

02/01/09

USD

2,300,000

251,305

Receive carry amount plus
absolute value of the
total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is negative. Pay
total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is positive.
Counterparty: Goldman
Sachs International

02/01/09

USD

3,740,000

646,278

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive carry amount plus
130 bps, plus absolute
value of the total return
of the Barclays Capital
CMBS AAA 8.5+ Index, if
the return is negative.
Pay total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is positive.
Counterparty: JPMorgan
Chase Bank, N.A.

02/01/09

USD

1,070,000

181,137

Receive carry amount minus
95 bps, plus absolute
value of the total return
of the Barclays Capital
CMBS AAA 8.5+ Index, if
the return is negative.
Pay total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is positive.
Counterparty:
Morgan Stanley
Capital Services Inc.

02/01/09

USD

740,000

106,021

02/01/09

USD

740,000

106,021

Receive carry amount minus
70 bps, plus absolute
value of the total return
of the Barclays Capital
CMBS AAA 8.5+ Index, if
the return is negative.
Pay total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is positive.
Counterparty:
Morgan Stanley
Capital Services Inc.

02/01/09

USD

1,780,000

255,764

Receive carry amount minus
50 bps, plus absolute
value of the total return
of the Barclays Capital
CMBS AAA 8.5+ Index, if
the return is negative.
Pay total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is positive.
Counterparty:
Morgan Stanley
Capital Services Inc.

02/01/09

USD

1,780,000

256,356

See Accompanying Notes to Financial Statements
187

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive absolute value of
price depreciation on the
Bovespa Index Futures
Exchange-Traded Contract
(February 09). Pay price
appreciation on the
Bovespa Index Futures
Exchange-Traded
Contract (February 09).
Counterparty:
Citibank N.A., New York

02/20/09

BRL

1,407,012

33,774

Receive carry amount plus
250 bps, plus absolute
value of the total return
of the Barclays Capital
CMBS AAA 8.5+ Index, if
the return is negative.
Pay total return of the
Barclays Capital CMBS
AAA 8.5+ Index, if the
return is positive.
Counterparty:
Goldman Sachs
Capital Markets, L.P.

03/01/09

USD

2,360,000

422,540

Receive carry amount plus
absolute value of the
total return of the
Barclays Capital CMBS
AAA Index, if the return
is negative. Pay total
return of the Barclays
Capital CMBS AAA Index,
if the return is positive.
Counterparty:
Morgan Stanley
Capital Services Inc.

03/01/09

USD

4,200,000

458,509

03/01/09

USD

800,000

102,268

Receive, if positive, the
total return of a custom
basket of securities
plus 90% of the dividends
from the basket. Pay
one-month EUR-LIBOR
plus 25 basis pts. and, if
negative, the absolute
value of the total return
of a custom
basket of securities
Morgan Stanley & Co.
International PLC

03/06/09

EUR

867,600

84,027

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive absolute value of price depreciation on the Swiss Market Index Futures (March 09). Pay price appreciation on the Swiss Market Index Futures (March 09). Counterparty: Goldman Sachs International	03/24/09	CHF	598,950	$	(3,138	)
Receive carry amount minus 660 bps, plus absolute value of the total return of The Banc of America Securities LLC AAA 10yr CMBS Daily Index, if the return is negative. Pay total return of The Banc of America Securities LLC AAA 10yr CMBS Daily Index, if the return is positive. Counterparty: Goldman Sachs International	03/31/09	USD	7,020,000		1,162,298
Receive carry amount plus 3000 bps, plus absolute value of the total return of The Banc of America Securities LLC AAA 10yr CMBS Daily Index, if the return is negative. Pay total return of The Banc of America Securities LLC AAA 10yr CMBS Daily Index, if the return is positive. Counterparty: Morgan Stanley Capital Services Inc.	03/31/09	USD	2,060,000		657,681
Receive, if positive, the total return of a custom basket of securities plus 93% of the dividends from the basket. Pay a floating rate based on one-month JPY-LIBOR plus 40 basis pts. and, if negative, the absolute value of the total return of a custom basket of securities. Counterparty: Citibank N.A., New York	04/13/09	JPY	145,964,313		223,967
Receive, if positive, the total return of a custom basket of securities plus the dividends from the basket. Pay a floating rate based on one-month GBP-LIBOR plus 35 basis pts. and, if negative, the absolute value of the total return of a custom basket of securities. Counterparty: Citibank N.A., New York	05/08/09	GBP	1,055,988		(15,023	)

See Accompanying Notes to Financial Statements
188

PORTFOLIO OF INVESTMENTS
ING OPPENHEIMER STRATEGIC INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Termination
Date

Notional
Principal
Amount

Unrealized
Appreciation/
(Depreciation)

Receive, if positive, the
total return of custom
basket of securities plus
the dividends from the
basket. Pay one-month
USD-LIBOR plus 20
basis pts. and, if negative,
the absolute value of the
total return of a cus tom
equity basket.
Counterparty: Deutsche
Bank AG, London

10/05/09

USD

1,417,085

51,007

Receive the price return
on MSCI Daily TR Net
Belgium USD Market
Index, if positive. Pay
one-month USD-LIBOR
and, if negative, the
absolute value of the
price return of the MSCI
Daily TR Net Belgium
USD Market Index.
Counterparty:
Citibank N.A., New York

10/07/09

USD

55,600

7,185

10/07/09

USD

111,200

14,371

Receive the price return on
MSCI Daily TR Net
Belgium USD Market
Index, if positive. Pay
one-month USD-LIBOR
and, if negative, the
absolute value of the
price return of the MSCI
Daily TR Net Belgium
USD Market I ndex.
Counterparty:
Citibank N.A., New York

10/07/09

USD

355,221

45,907

Receive, if positive, the
total return of custom
basket of securities plus
90% of the dividends
from the basket. Pay
one-month EUR-LIBOR
plus 30 basis pts. and, if
negative, the absolute
value of the total return
of custom basket
of securities.
Counterparty:
Morgan Stanley & Co.
International

10/07/09

EUR

842,100

48,065

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive, if positive, the total return of custom basket of securities plus the dividends from the basket. Pay one-month USD-LIBOR plus 30 basis pts. and, if negative, the absolute value of the total return of a custom equity basket. Counterparty: Goldman Sachs International	12/07/09	USD	5,546,846	$	835,757
Receive a fixed rate equal to 7.750%, and pay a floating rate based on 3-month USD LIBOR. On the termination date, receive total return amount on reference obligation, if total return amount is positive, and pa y absolute value of the total return amount on reference obligation, if total return amount is negative. Reference Obligation: Loan under the loan facility agreement between each of JSC "Rushydro" and OJSC Saratovskaya and any Successor(s) and Morgan Stanley Bank International Limited dated 13 December 2006 Counterparty: Morgan Stanley Capital Services Inc.	12/26/13	RUB	56,780,000		(911,871	)
				$	5,680,624

See Accompanying Notes to Financial Statements
189

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008

Principal Amount				Value
CORPORATE BONDS/NOTES: 35.9%
			Agriculture: 0.1%
$	400,000		Philip Morris International, Inc., 5.650%, due 05/16/18	$	397,246
	300,000	C	Reynolds American, Inc., 7.625%, due 06/01/16		250,177
					647,423
			Auto Manufacturers: 0.5%
	1,400,000	C,S	Daimler Finance NA, LLC, 2.346%, due 03/13/09		1,399,362
	1,975,000		DaimlerChrysler NA Holding Corp., 6.000%, due 08/03/14		1,038,285
					2,437,647
			Banks: 19.1%
	200,000		American Express Bank FSB, 6.000%, due 09/13/17		187,617
	3,700,000	S	American Express Centurion Bank, 0.426%, due 06/12/09		3,591,035
	200,000		American Express Centurion Bank, 6.000%, due 09/13/17		187,616
	800,000	@@,#	ANZ National International Ltd., 6.200%, due 07/19/13		774,799
	300,000		Bank of America Corp., 2.479%, due 08/15/16		221,507
	900,000	S	Bank of America Corp., 5.750%, due 12/01/17		900,147
	7,050,000	C,S	Bank of America Corp., 8.000%, due 12/01/49		5,078,256
	800,000	C	Bank of America Corp., 8.125%, due 12/29/49		599,400
	5,500,000	S	Bank of America NA, 2.099%, due 06/12/09		5,482,620
	4,100,000	@@,S	Barclays Bank PLC, 5.450%, due 09/12/12		4,155,551
	700,000	@@,#,S	Barclays Bank PLC, 6.050%, due 12/04/17		618,559
	2,200,000	@@,#,C,S	BNP Paribas, 5.186%, due 06/29/15		1,249,538
	700,000	S	Citigroup, Inc., 5.300%, due 10/17/12		675,176
	1,900,000	S	Citigroup, Inc., 5.500%, due 08/27/12		1,845,860
	2,300,000	S	Citigroup, Inc., 5.500%, due 04/11/13		2,241,566
	100,000	S	Citigroup, Inc., 5.625%, due 08/27/12		93,818
	500,000		Citigroup, Inc., 5.850%, due 07/02/13		482,997
	1,900,000	S	Citigroup, Inc., 6.000%, due 08/15/17		1,894,424
	300,000		Citigroup, Inc., 6.125%, due 05/15/18		303,873
	5,200,000	C,S	Citigroup, Inc., 8.400%, due 04/29/49		3,440,008
	1,100,000	@@,#,C	Commonwealth Bank of Australia, 6.024%, due 03/29/49		635,600

Principal Amount				Value
$	600,000	@@,#	Credit Agricole SA, 2.181%, due 05/28/09	$	598,384
	700,000	@@,#	Credit Agricole SA, 2.231%, due 05/28/10		691,968
	1,600,000	@@,C,S	Deutsche Bank AG/London, 6.000%, due 09/01/17		1,700,558
	4,000,000	S	Goldman Sachs Group, Inc., 4.164%, due 07/23/09		3,895,660
	200,000		Goldman Sachs Group, Inc., 5.950%, due 01/18/18		189,958
	800,000		Goldman Sachs Group, Inc., 6.150%, due 04/01/18		770,098
	2,000,000	S	Goldman Sachs Group, Inc., 6.250%, due 09/01/17		1,942,456
	3,200,000	C,S	Goldman Sachs Group, Inc., 6.750%, due 10/01/37		2,605,187
	1,000,000		JPMorgan Chase & Co., 6.000%, due 01/15/18		1,057,367
	900,000		JPMorgan Chase Bank NA, 2.326%, due 06/13/16		686,247
	1,200,000	S	KeyBank NA, 4.467%, due 06/02/10		1,157,825
	3,230,000		Manuf & Traders Trust Co., 8.000%, due 10/01/10		3,165,368
	1,800,000	S	Morgan Stanley, 2.556%, due 05/07/09		1,770,791
	100,000	C	Morgan Stanley, 5.300%, due 03/01/13		90,771
	800,000		Morgan Stanley, 5.950%, due 12/28/17		665,078
	1,600,000	C,S	Morgan Stanley, 6.250%, due 08/28/17		1,365,187
	6,400,000	@@,#,S	National Australia Bank Ltd., 2.838%, due 02/08/10		6,406,355
DKK	2,900,980	@@	Nykredit Realkredit A/S, 5.000%, due 10/01/38		514,680
DKK	3,098,093	@@	Nykredit Realkredit A/S, 5.000%, due 10/01/38		540,394
DKK	8,657,599	@@	Realkredit Danmark A/S, 5.000%, due 01/01/38		1,508,509
DKK	2,893,334	@@	Realkredit Danmark A/S, 5.000%, due 10/01/38		513,053
$	600,000	@@,#,C	Royal Bank of Scotland Group PLC, 6.990%, due 10/05/17		280,876
	1,500,000	@@,#,S	Santander U.S. Debt SA Unipersonal, 2.766%, due 02/06/09		1,498,438
	2,700,000	@@,S	UBS AG, 3.779%, due 05/05/10		2,696,126
	500,000	@@	UBS AG, 5.750%, due 04/25/18		454,589
	1,800,000	S	Wachovia Corp., 5.750%, due 02/01/18		1,806,741
	22,900,000		Wachovia Corp., 7.980%, due 02/08/49		19,572,241
	2,800,000	S	Wells Fargo & Co., 5.625%, due 12/11/17		2,926,300
					95,731,172
			Biotechnology: 0.5%
	2,400,000	C,S	Amgen, Inc., 6.150%, due 06/01/18		2,550,302
					2,550,302

See Accompanying Notes to Financial Statements
190

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Building Materials: 0.1%
$	800,000	@@,#,C	C8 Capital SPV Ltd., 6.640%, due 12/31/49	$	406,384
					406,384
			Chemicals: 0.1%
	400,000	C	Rohm & Haas Co., 6.000%, due 09/15/17		364,633
					364,633
			Computers: 1.5%
	1,300,000	C	Dell, Inc., 4.700%, due 04/15/13		1,224,141
	5,700,000	C,S	International Business Machines Corp., 5.700%, due 09/14/17		6,104,444
					7,328,585
			Diversified Financial Services: 7.5%
	700,000		Allstate Life Global Funding Trusts, 5.375%, due 04/30/13		689,733
	700,000		American Express Co., 7.000%, due 03/19/18		708,992
	600,000		American Express Credit Corp., 5.875%, due 05/02/13		576,523
	1,300,000	S	American General Finance Corp., 6.900%, due 12/15/17		563,306
	900,000		Bear Stearns Cos., Inc., 2.263%, due 08/21/09		885,206
	3,900,000	S	Bear Stearns Cos., Inc., 4.905%, due 07/16/09		3,850,150
	1,900,000		Bear Stearns Cos., Inc., 6.400%, due 10/02/17		1,977,739
	2,100,000	S	Bear Stearns Cos., Inc., 6.950%, due 08/10/12		2,182,727
	3,000,000	S	Caterpillar Financial Services Corp., 4.850%, due 12/07/12		2,848,857
	1,300,000		CIT Group, Inc., 3.615%, due 01/30/09		1,293,652
	400,000		CitiFinancial, 6.625%, due 06/01/15		371,400
	1,200,000	C,S	Citigroup Capital XXI, 8.300%, due 12/21/57		927,572
	500,000	S	Citigroup Funding, Inc., 1.466%, due 06/26/09		489,756
	500,000		Ford Motor Credit Co., LLC, 5.700%, due 01/15/10		425,012
	800,000		Ford Motor Credit Co., LLC, 5.800%, due 01/12/09		782,491
	200,000		Ford Motor Credit Co., LLC, 7.250%, due 10/25/11		146,186
	100,000		Ford Motor Credit Co., LLC, 7.375%, due 02/01/11		76,079
	300,000		Ford Motor Credit Co., LLC, 7.875%, due 06/15/10		240,128
	300,000		Ford Motor Credit Co., LLC, 8.625%, due 11/01/10		227,195
	1,200,000	S	General Electric Capital Corp., 2.129%, due 03/12/10		1,139,106

Principal Amount				Value
$	1,500,000	S	General Electric Capital Corp., 2.219%, due 08/15/11	$	1,316,178
	4,800,000		General Electric Capital Corp., 5.500%, due 09/15/67		3,773,611
	900,000		General Electric Capital Corp., 5.875%, due 01/14/38		883,999
	1,600,000	S	HSBC Finance Corp., 4.479%, due 10/21/09		1,501,498
	2,000,000	±,S	Lehman Brothers Holdings, Inc., 2.951%, due 05/25/10		190,000
	2,700,000	±,S	Lehman Brothers Holdings, Inc., 6.200%, due 09/26/14		270,000
	300,000	±,S	Lehman Brothers Holdings, Inc., 6.875%, due 05/02/18		30,000
	2,364,000	±	Lehman Brothers Holdings, Inc., 0.000%, due 06/12/13		287,965
	3,700,000	S	Merrill Lynch & Co., Inc., 2.438%, due 05/08/09		3,635,679
	1,800,000	S	Merrill Lynch & Co., Inc., 3.735%, due 07/25/11		1,595,014
	300,000		Merrill Lynch & Co., Inc., 6.050%, due 08/15/12		296,210
	1,900,000	S	Merrill Lynch & Co., Inc., 6.875%, due 04/25/18		1,990,868
	700,000	@@,#,C	Santander Perpetual SA Unipersonal, 6.671%, due 10/24/17		445,872
	300,000	@@,#	TransCapitalInvest Ltd for OJSC AK Transneft, 8.700%, due 08/07/18		193,449
	1,100,000	C	UBS Preferred Funding Trust V, 6.243%, due 05/15/49		601,487
	500,000	#,C	ZFS Finance USA Trust IV, 5.875%, due 05/09/32		174,951
					37,588,591
			Electric: 0.4%
	300,000	C,S	Columbus Southern Power Co., 6.600%, due 03/01/33		280,724
	2,100,000	@@,#,C,S	Enel Finance International SA, 6.250%, due 09/15/17		1,776,184
					2,056,908
			Healthcare-Services: 0.4%
	1,984,848		HCA, Inc., 6.010%, due 11/14/13		1,569,271
	600,000	C	UnitedHealth Group, Inc., 4.875%, due 02/15/13		560,684
					2,129,955
			Insurance: 1.6%
	3,000,000	S	American International Group, Inc., 5.850%, due 01/16/18		2,014,008

See Accompanying Notes to Financial Statements
191

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Insurance (continued)
$	1,300,000	#,S	Metropolitan Life Global Funding I, 2.189%, due 05/17/10	$	1,166,534
	500,000	@@,#	Monumental Global Funding Ltd., 5.500%, due 04/22/13		472,145
	600,000		Principal Life Income Funding Trusts, 5.300%, due 04/24/13		562,565
	900,000		Principal Life Income Funding Trusts, 5.550%, due 04/27/15		865,136
	3,400,000	S	Protective Life Secured Trusts, 0.566%, due 11/09/10		2,877,624
					7,958,012
			Lodging: 0.2%
	800,000	C	Mandalay Resort Group, 6.500%, due 07/31/09		780,000
					780,000
			Media: 0.1%
	1,766		Cable Vision, 4.570%, due 03/30/13		1,515
	686,784		CSC Holdings, Inc., 2.950%, due 02/24/13		589,204
					590,719
			Mining: 0.0%
	200,000	@@,C	Vale Overseas Ltd., 6.250%, due 01/23/17		189,060
					189,060
			Office/Business Equipment: 0.1%
	700,000	C	Xerox Corp., 9.750%, due 01/15/09		698,446
					698,446
			Pharmaceuticals: 0.1%
	300,000	@@,C	AstraZeneca PLC, 5.900%, due 09/15/17		319,364
	200,000	@@,C	AstraZeneca PLC, 6.450%, due 09/15/37		228,130
					547,494
			Pipelines: 0.5%
	2,600,000	C,S	Kinder Morgan Energy Partners LP, 5.950%, due 02/15/18		2,222,730
	300,000	#	Williams Cos., Inc., 6.375%, due 10/01/10		279,780
					2,502,510
			Retail: 0.5%
	2,700,000	C,S	CVS Caremark Corp., 5.750%, due 08/15/11		2,710,957
					2,710,957
			Student Loan ABS: 0.5%
	2,900,000	C	Access Group, Inc., 4.835%, due 10/27/25		2,666,759
					2,666,759

Principal Amount				Value
			Telecommunications: 1.8%
$	24,000	C	AT&T Corp., 7.300%, due 11/15/11	$	24,951
	400,000	C,S	AT&T, Inc., 4.125%, due 09/15/09		401,707
	600,000	C	AT&T, Inc., 4.950%, due 01/15/13		603,861
	600,000	C	AT&T, Inc., 5.500%, due 02/01/18		607,450
	4,500,000	C,S	AT&T, Inc., 6.300%, due 01/15/38		4,773,281
	2,500,000	C,S	BellSouth Corp., 5.200%, due 09/15/14		2,436,790
	30,000	C,S	New Cingular Wireless Services, Inc., 7.875%, due 03/01/11		31,073
	200,000	C	Qwest Corp., 8.875%, due 03/15/12		186,000
					9,065,113
			Transportation: 0.3%
	1,600,000	C,S	Union Pacific Corp., 5.700%, due 08/15/18		1,543,174
					1,543,174
Total Corporate Bonds/Notes (Cost $202,655,525)					180,493,844
U.S. GOVERNMENT AGENCY OBLIGATIONS: 115.4%
			Federal Home Loan Mortgage Corporation^##: 29.1%
	188,146	C,S	0.791%, due 01/25/45		95,080
	872,839	C	1.345%, due 07/15/19		851,711
	9,354,410	C,S	1.345%, due 08/15/19-10/15/20		9,105,881
	3,683,807	C,S	1.425%, due 02/15/19		3,541,598
	592,265	C	1.875%, due 03/25/24		584,955
	24,335	C	3.500%, due 07/15/32		23,985
	517,483	C,S	3.500%, due 11/15/22		517,265
	336,404	C	3.678%, due 10/25/44		322,659
	1,695,502	C,S	3.878%, due 07/25/44		1,531,389
	404,495	C	4.000%, due 06/15/22		404,379
	396,710	C	4.500%, due 11/15/13		396,749
	1,326,514	C,S	4.500%, due 06/15/17		1,346,390
	1,529,812		5.000%, due 12/14/18-01/01/37		1,573,265
	20,827	C	5.000%, due 09/15/16		20,942
	6,507,302	C,S	5.000%, due 12/15/23-04/15/26		6,575,960
	49,000,000	W	5.000%, due 01/15/35		50,079,519
	1,230,000	S	5.302%, due 09/01/35		1,246,722
	16,173		5.353%, due 04/01/32		16,192
	7,330,399		5.500%, due 03/01/23-06/01/38		7,516,461
	130,139	C	5.500%, due 03/15/17		133,375
	33,348,881	S	5.500%, due 02/01/38-08/01/38		34,173,781
	8,500,000	W	5.500%, due 01/11/37		8,705,195
	3,460,165		5.500%, due 05/01/38-09/01/38		3,545,735

See Accompanying Notes to Financial Statements
192

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Federal Home Loan Mortgage Corporation^## (continued)
$	12,812,818		6.000%, due 10/01/17-06/01/38	$	13,215,260
	631,028	S	6.000%, due 03/01/23		653,464
					146,177,912
			Federal National Mortgage Association^##: 86.1%
	1,045,875	S	0.531%, due 07/25/37		926,433
	125,304		0.591%, due 03/25/34		120,731
	135,708		1.969%, due 04/25/24		135,694
	6,550		3.625%, due 02/01/20		6,656
	317,017	S	3.678%, due 10/01/44		312,371
	999,999		4.500%, due 06/01/23		1,023,883
	1,444,904	S	4.521%, due 11/01/34		1,421,015
	1,024,404	S	4.720%, due 09/01/35		1,037,120
	438,508		4.801%, due 08/01/35		438,713
	900,000	S,L	4.875%, due 06/13/18		1,036,356
	8,451,851		5.000%, due 05/01/18-07/01/37		8,654,194
	31,275,295	S	5.000%, due 11/01/18-03/01/36		32,060,856
	29,000,000	W	5.000%, due 01/15/20-01/12/36		29,617,031
	107,363		5.131%, due 12/01/36		107,363
	13,665		5.259%, due 09/01/31		13,716
	17,651,584		5.500%, due 03/01/16-09/01/38		18,137,349
	8,220,932	S	5.500%, due 11/01/33-02/01/35		8,444,005
	145,700,000	W	5.500%, due 01/12/36		149,365,229
	7,428,442		5.500%, due 11/01/22-06/01/38		7,636,884
	911,967		5.507%, due 02/01/33		913,505
	125,456		5.582%, due 04/01/32		124,350
	147,726,679		6.000%, due 04/01/17-11/01/38		152,096,528
	12,653,255	S	6.000%, due 06/01/22-11/01/36		13,046,404
	608,257		6.223%, due 02/01/35		614,798
	1,085,997		6.500%, due 03/01/17-11/01/36		1,129,595
	1,500,000	S	6.500%, due 06/17/38		1,589,441
	2,326,633	S	7.500%, due 08/25/35		2,383,558
					432,393,778
			Government National Mortgage Association: 0.2%
	35,352	C,S	1.440%, due 03/16/32		34,485
	1,000,000	W	6.000%, due 01/01/34		1,031,719
					1,066,204
Total U.S. Government Agency Obligations (Cost $568,985,821)					579,637,894
U.S. TREASURY OBLIGATIONS: 8.7%
			Treasury Inflation Indexed Protected Securitiesip: 8.7%
	2,495,284		1.625%, due 01/15/15		2,314,768
	1,240,536		1.750%, due 01/15/28		1,146,527

Principal Amount				Value
			Treasury Inflation Indexed Protected Securitiesip (continued)
$	3,484,508		1.875%, due 07/15/13-07/15/15	$	3,290,746
	2,349,237		2.000%, due 07/15/14-01/15/16		2,236,763
	12,868,240	L	2.375%, due 01/15/25		12,651,101
	1,394,120		2.500%, due 07/15/16		1,383,555
	2,821,365		2.625%, due 07/15/17		2,892,122
	9,154,352		3.000%, due 07/15/12		8,974,844
	8,959,320	L	3.500%, due 01/15/11		8,796,234
					43,686,660
Total U.S. Treasury Obligations (Cost $41,821,645)					43,686,660
ASSET-BACKED SECURITIES: 2.0%
			Automobile Asset-Backed Securities: 0.3%
	1,100,000	C,S	Daimler Chrysler Auto Trust, 1.351%, due 07/08/11		1,063,474
	500,000	C,S	Daimler Chrysler Auto Trust, 1.901%, due 09/10/12		444,779
					1,508,253
			Credit Card Asset-Backed Securities: 0.8%
	700,000	C	BA Credit Card Trust, 1.775%, due 04/15/13		636,562
	3,700,000	C,S	BA Credit Card Trust, 2.395%, due 12/16/13		3,294,025
					3,930,587
			Home Equity Asset-Backed Securities: 0.1%
	667,593	C,S	Household Home Equity Loan Trust, 0.798%, due 01/20/34		459,657
					459,657
			Other Asset-Backed Securities: 0.8%
	46,510	C,S	Countrywide Asset-Backed Certificates, 0.501%, due 01/25/46		46,035
	945,359	C,S	Countrywide Asset-Backed Certificates, 0.551%, due 10/25/47		829,039
	2,431,452	C,S	Countrywide Asset-Backed Certificates, 0.651%, due 09/25/36		1,933,398
	210,653	C	JPMorgan Mortgage Acquisition Corp., 0.521%, due 08/25/36		195,927
	544,393	C	JPMorgan Mortgage Acquisition Corp., 0.531%, due 03/25/47		428,690
	58,753	C	Long Beach Mortgage Loan Trust, 0.751%, due 10/25/34		19,981

See Accompanying Notes to Financial Statements
193

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Other Asset-Backed Securities (continued)
$	323,653	C	Morgan Stanley Capital, Inc., 0.521%, due 11/25/36	$	304,393
	647,157	C	WAMU Asset-Backed Certificates, 0.521%, due 01/25/37		582,976
					4,340,439
Total Asset-Backed Securities (Cost $11,861,716)					10,238,936
COLLATERALIZED MORTGAGE OBLIGATIONS: 9.2%
	383,349	C	Adjustable Rate Mortgage Trust, 4.581%, due 05/25/35		310,766
	561,223	C	American Home Mortgage Investment Trust, 4.390%, due 02/25/45		283,102
	800,000	C	Banc of America Commercial Mortgage, Inc., 5.739%, due 05/10/45		655,855
	803,503	C	Banc of America Funding Corp., 4.155%, due 05/25/35		574,653
	554,877	C	Banc of America Funding Corp., 6.124%, due 01/20/47		298,936
	178,728	C,S	Banc of America Mortgage Securities, Inc., 0.921%, due 01/25/34		168,845
	616,486	C	Banc of America Mortgage Securities, Inc., 3.994%, due 07/25/33		562,899
	336,580	C	Banc of America Mortgage Securities, Inc., 5.000%, due 05/25/34		284,590
	4,416,892	C,S	Bear Stearns Adjustable Rate Mortgage Trust A1, 4.125%, due 03/25/35		3,742,441
	3,671,063	C,S	Bear Stearns Adjustable Rate Mortgage Trust A2, 4.125%, due 03/25/35		2,864,837
	553,807	C	Bear Stearns Adjustable Rate Mortgage Trust, 4.750%, due 10/25/35		519,038
	947,777	C,S	Bear Stearns Adjustable Rate Mortgage Trust, 5.111%, due 11/25/34		880,173
	418,123	C,S	Bear Stearns Alternative-A Trust, 5.364%, due 05/25/35		283,113
	248,568	C,S	Bear Stearns Alternative-A Trust, 5.495%, due 09/25/35		115,980
	716,451	C,S	Bear Stearns Alternative-A Trust, 5.747%, due 11/25/36		334,592
	100,000	C	Bear Stearns Commercial Mortgage Securities, 5.331%, due 02/11/44		77,375
	300,000	C	Bear Stearns Commercial Mortgage Securities, 5.471%, due 01/12/45		232,237

Principal Amount				Value
$	650,701		Bear Stearns Structured Products, Inc., 5.661%, due 01/26/36	$	409,001
	422,720		Bear Stearns Structured Products, Inc., 5.761%, due 12/26/46		294,544
	793,064	C	Citigroup Mortgage Loan Trust, Inc., 4.685%, due 08/25/35		661,144
	900,000	C	Commercial Mortgage Pass-through Certificates, 5.306%, due 12/10/46		659,635
	89,978	C	Countrywide Alternative Loan Trust, 0.718%, due 11/20/35		86,013
	205,487	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 0.791%, due 03/25/35		93,309
	1,158,646	#,C,S	Countrywide Home Loan Mortgage Pass-through Trust, 0.811%, due 06/25/35		787,687
	1,116,729	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 4.730%, due 02/20/35		696,439
	611,723	C	Countrywide Home Loan Mortgage Pass-through Trust, 4.789%, due 11/25/34		382,221
	2,392,546	#,C,I	Credit Suisse Mortgage Capital Certificates, 1.425%, due 10/15/21		1,565,432
	100,000	C	Credit Suisse Mortgage Capital Certificates, 5.658%, due 03/15/39		81,717
	2,300,000	C	Credit Suisse Mortgage Capital Certificates, 5.695%, due 09/15/40		1,528,733
	203,265	C	Downey Savings & Loan Association Mortgage Loan Trust, 4.574%, due 07/19/44		134,683
	395,414	C	First Horizon Mortgage Pass-through Trust, 5.354%, due 08/25/35		280,817
	300,396	C	GMAC Mortgage Corp. Loan Trust, 5.500%, due 09/25/34		267,812
	372,682	C	Greenpoint Mortgage Pass-through Certificates, 5.497%, due 10/25/33		288,439
	600,000	C	Greenwich Capital Commercial Funding Corp., 5.444%, due 03/10/39		458,505
	725,709	#	GS Mortgage Securities Corp. II, 0.520%, due 03/06/20		535,474
	900,000	C,L	GS Mortgage Securities Corp. II, 5.799%, due 08/10/45		655,964

See Accompanying Notes to Financial Statements
194

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	89,325	C	GSR Mortgage Loan Trust, 4.524%, due 06/25/34	$	66,549
	836,719	C	GSR Mortgage Loan Trust, 4.540%, due 09/25/35		618,242
	5,426	C	GSR Mortgage Loan Trust, 6.000%, due 03/25/32		4,872
	246,136	C	Harborview Mortgage Loan Trust, 0.801%, due 05/19/35		115,162
	537,126	C	Harborview Mortgage Loan Trust, 5.142%, due 07/19/35		293,009
	280,455	C	Indymac Index Mortgage Loan Trust, 5.055%, due 12/25/34		192,895
	800,000	C	JPMorgan Chase Commercial Mortgage Securities Corp., 5.336%, due 05/15/47		602,568
	2,600,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.420%, due 01/15/49		1,846,177
	4,300,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.440%, due 06/12/47		3,116,103
	300,000	C	JPMorgan Chase Commercial Mortgage Securities Corp., 5.882%, due 02/15/51		214,299
	1,546,152	C,S	JPMorgan Mortgage Trust, 4.767%, due 07/25/35		1,096,084
	487,904	C	JPMorgan Mortgage Trust, 5.024%, due 02/25/35		366,894
	2,100,000	C	LB-UBS Commercial Mortgage Trust, 5.858%, due 07/15/40		1,500,861
	115,261	C	Lehman XS Trust, 0.551%, due 07/25/46		113,454
	227,664	C	MASTR Adjustable Rate Mortgages Trust, 3.788%, due 11/21/34		221,016
	275,807	C	Merrill Lynch Mortgage Investors Trust, 0.681%, due 02/25/36		147,412
	427,272	C	Merrill Lynch Mortgage Investors Trust, 5.297%, due 05/25/33		314,313
	300,000	C	Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.485%, due 03/12/51		207,485
	221,705	C	MLCC Mortgage Investors, Inc., 0.721%, due 11/25/35		125,429
	132,227	C	MLCC Mortgage Investors, Inc., 2.395%, due 10/25/35		84,224
	100,000	C	Morgan Stanley Capital I, 5.809%, due 12/12/49		75,192
	4,700,000	C	Morgan Stanley Capital I, 5.881%, due 06/11/49		3,497,081

Principal Amount				Value
$	622,546	C,S	RAAC Series, 5.000%, due 09/25/34	$	571,889
	145,899	C,S	Residential Accredit Loans, Inc., 0.871%, due 03/25/33		131,301
	151,784	C	Residential Asset Securitization Trust, 0.871%, due 05/25/33		128,181
	28,493	C,S	Residential Funding Mortgage Securities I, 6.500%, due 03/25/32		27,311
	202,432	C,S	Sequoia Mortgage Trust, 0.858%, due 07/20/33		144,761
	589,712	C	Sequoia Mortgage Trust, 4.474%, due 04/20/35		442,836
	558,215	C	SLM Student Loan Trust, 3.525%, due 10/27/14		540,468
	279,416	C	SLM Student Loan Trust, 3.835%, due 01/25/15		270,597
	266,045	C	Structured Adjustable Rate Mortgage Loan Trust, 5.528%, due 08/25/35		137,539
	581,496	C	Structured Asset Mortgage Investments, Inc., 0.831%, due 07/19/35		389,071
	353,450	#,C	Structured Asset Securities Corp., 5.048%, due 10/25/35		255,972
	1,211,025	C,S	Thornburg Mortgage Securities Trust, 0.591%, due 09/25/46		1,005,340
	824,179	#	Wachovia Bank Commercial Mortgage Trust, 1.275%, due 06/15/20		584,997
	400,000	C	Wachovia Bank Commercial Mortgage Trust, 5.509%, due 04/15/47		289,131
	195,647	C	Washington Mutual Mortgage Pass-through Certificates, 0.781%, due 01/25/45		100,883
	461,521	C,S	Washington Mutual Mortgage Pass-through Certificates, 1.011%, due 12/25/27		382,951
	27,443	C	Washington Mutual Mortgage Pass-through Certificates, 3.656%, due 08/25/42		19,380
	59,476	C,S	Washington Mutual Mortgage Pass-through Certificates, 4.375%, due 02/27/34		48,272
	1,050,528	C	Washington Mutual Mortgage Pass-through Certificates, 4.625%, due 07/25/46		879,345
	1,161,576	C	Washington Mutual Mortgage Pass-through Certificates, 4.625%, due 08/25/46		611,162
	1,139,213	C,S	Wells Fargo Mortgage- Backed Securities Trust, 4.161%, due 12/25/34		815,202

See Accompanying Notes to Financial Statements
195

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal
Amount

Value

COLLATERALIZED MORTGAGE OBLIGATIONS (continued)

515,388

C,S

Wells Fargo Mortgage-
Backed Securities Trust,
4.777%, due 05/25/35

391,353

828,926

Wells Fargo Mortgage-
Backed Securities Trust,
4.963%, due 01/25/35

644,242

476,420

Wells Fargo Mortgage-
Backed Securities Trust,
5.512%, due 08/25/36

340,746

Total Collateralized
Mortgage Obligations
(Cost $59,965,398)

46,029,252

MUNICIPAL BONDS: 2.2%

California: 0.6%

2,300,000

Golden State Tobacco
Securitization Corp.,
6.750%, due 06/01/39

2,674,808

450,000

Orange County Sanitation
District, 6.970%,
due 02/01/33

383,508

3,058,316

Florida: 0.3%

1,500,000

Florida State Board of
Governors, 5.250%,
due 07/01/19

1,556,355

1,556,355

Illinois: 0.3%

1,400,000

Chicago Transit Authority,
6.899%, due 12/01/40

1,436,764

100,000

Chicago Transit Authority,
6.300%, due 12/01/21

100,565

1,537,329

Lousiana: 0.0%

100,000

C,S

Tobacco Settlement
Financing Corp., 5.875%,
due 05/15/39

62,449

62,449

New Jersey: 0.3%

1,500,000

New Jersey Economic
Development Authority,
5.000%, due 09/01/33

1,328,895

1,328,895

Ohio: 0.1%

400,000

Buckeye Tobacco Settlement
Financing Authority,
5.875%, due 06/01/30

245,376

245,376

Rhode Island: 0.0%

200,000

C,S

Tobacco Settlement
Financing Corp., 6.250%,
due 06/01/42

125,066

125,066

Principal Amount				Value
			Texas: 0.1%
$	700,000	C	State of Texas, 4.750%, due 04/01/37	$	649,670
					649,670
			Washington: 0.3%
	2,080,000	Z	State of Washington, 4.460%, due 06/01/16		1,557,067
					1,557,067
			Wisconsin: 0.2%
	155,000	C	Badger TOB Asset Securitization Corp., 6.125%, due 06/01/27		136,417
	800,000	C,S	Badger TOB Asset Securitization Corp., 6.375%, due 06/01/32		631,088
					767,505
Total Municipal Bonds (Cost $11,141,444)					10,888,028
OTHER BONDS: 0.6%
			Foreign Government Bonds: 0.6%
	600,000	#	Export-Import Bank of China, 4.875%, due 07/21/15		604,260
	600,000		Federative Republic of Brazil, 8.000%, due 01/15/18		675,000
BRL	2,000,000		Federative Republic of Brazil, 10.250%, due 01/10/28		776,158
BRL	900,000		Federative Republic of Brazil, 12.500%, due 01/05/22		399,250
$	250,000		Panama Government International Bond, 8.875%, due 09/30/27		273,750
	71,000		Panama Government International Bond, 9.375%, due 04/01/29		78,455
Total Other Bonds (Cost $3,043,575)					2,806,873
Shares				Value
PREFERRED STOCK: 1.3%
			Banks: 1.3%
	5,000	S	Bank of America Corp.		3,250,000
	17,000	P	Citigroup, Inc.		475,830
	3,400		Wachovia Corp.		2,550,000
Total Preferred Stock (Cost $7,012,020)					6,275,830

See Accompanying Notes to Financial Statements
196

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

# of Contracts/ Notional Amount				Value in $
POSITIONS IN PURCHASED OPTIONS: 0.9%
			Options on Exchange-Traded Futures Contracts: 0.0%
	55		Call Option CBOT US Treasury 10-Year Note Future 02/09 Strike @ $142.000 - Exp 01/23/09		860
	27		Put Option CBOT US Treasury 2-Year Note Future 03/09 Strike @ $85.000 - Exp 02/20/09		422
	29		Put Option CBOT US Treasury 5-Year Note Future 03/09 Strike @ $85.000 - Exp 02/20/09		226
	245		Put Option CBOT US Treasury 10-Year Note Future 03/09 Strike @ $87.000 - Exp 02/20/09		3,829
	510		Put Option CME 90-Day Eurodollar Future 03/09 Strike @ $93.000 - Exp 03/16/09		3,188
	760		Put Option LIFFE 90-Day Sterling Future 03/09 Strike @ 95.750 (GBP) - Exp 03/18/09		—
	180		Put Option LIFFE 90-Day Sterling Future 12/09 Strike @ 90.500 (GBP) - Exp 12/16/09		—
					8,525
			Currency Options: 0.1%
	3,000,000	I	Call Option OTC - Credit Suisse, London USD vs JPY Strike @ 104 (JPY) - Exp 03/17/10		22,398
	3,000,000	I	Put Option OTC - Credit Suisse, London USD vs JPY Strike @ 104 (JPY) - Exp 03/17/10		497,064
					519,462
			Fixed Income Options: 0.0%
	100,000,000	I	Put Option OTC - Credit Suisse International FNMA 5.500% 30-Year January TBA Strike @ $73.000 - Exp 01/06/09		—

# of Contracts/ Notional Amount				Value in $
	8,500,000		Put Option OTC - Merrill Lynch Government Securities Inc. FHLMC Gold 5.500% 30-Year January TBA Strike @ $73.000 - Exp 01/06/09		—
	31,300,000		Put Option OTC - Merrill Lynch Government Securities Inc. FNMA 5.000% 30-Year January TBA Strike @ $73.000 - Exp 01/06/09		—
	81,100,000	I	Put Option OTC - Merrill Lynch Government Securities Inc. FNMA 6.000% 30-Year January TBA Strike @ $81.250 - Exp 01/06/09		—
	54,000,000	I	Put Option OTC - Credit Suisse International FNMA 6.000% 30-Year February TBA Strike @ $68.000 - Exp 02/05/09		—
	49,000,000		Put Option OTC - Merrill Lynch Government Securities Inc. FHLMC Gold 5.000% 30-Year February TBA Strike @ $62.250 - Exp 02/05/09		—
					—
			Interest Rate Swaptions: 0.8%
	39,000,000		Call Swaption OTC - Barclays Bank PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 3.500% - Exp 02/02/09		1,489,715
	5,300,000		Call Swaption OTC - Barclays Bank PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 3.450% - Exp 08/03/09		175,817
	4,900,000	I	Call Swaption OTC - Merrill Lynch Capital Services, Inc. 3 Month USD-LIBOR - Fund Pays Floating Strike @ 3.450% - Exp 08/03/09		162,548
	11,400,000		Call Swaption OTC - The Royal Bank of Scotland PLC 3 Month USD-LIBOR - Fund Pays Floating Strike @ 3.150% - Exp 02/02/09		357,112

See Accompanying Notes to Financial Statements
197

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

# of Contracts/
Notional Amount

Value
in $

Interest Rate Swaptions (continued)

5,300,000

Call Swaption OTC - The
Royal Bank of Scotland
PLC 3 Month USD-LIBOR -
Fund Pays Floating
Strike @ 3.600% -
Exp 07/02/09

194,642

32,600,000

Call Swaption OTC - The
Royal Bank of Scotland
PLC 3 Month USD-LIBOR -
Fund Pays Floating
Strike @ 3.450% -
Exp 08/03/09

1,081,441

17,900,000

Call Swaption OTC - The
Royal Bank of Scotland
PLC 3 Month USD-LIBOR -
Fund Pays Floating
Strike @ 3.850% -
Exp 08/03/09

728,336

4,189,611

Total Positions in
Purchased Options
(Cost $1,558,033)

4,717,598

Total Long-Term Investments
(Cost $908,045,177)

884,774,915

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 7.0%

U.S. Government Agency
Obligations: 0.5%

1,400,000

Fannie Mae, 0.060%,
due 02/13/09

1,399,897

1,000,000

Federal Home Loan Bank,
0.100%, due 01/28/09

999,922

Total U.S. Government
Agency Obligations
(Cost $2,399,819)

2,399,819

U.S. Treasury Bills: 2.5%

2,690,000

0.010%, due 01/29/09

2,690,000

9,820,000

0.018%, due 01/02/09

9,819,998

Total U.S. Treasury Bills
(Cost $12,509,998)

12,509,998

Securities Lending Collateral^cc: 4.0%

20,332,470

Bank of New York
Mellon Corp.
Institutional Cash Reserves

20,288,173

Total Securities Lending
Collateral
(Cost $20,332,470)

20,288,173

Total Short-Term Investments
(Cost $35,242,287)

35,197,990

Total Investments in Securities (Cost $943,287,464)*	183.2	%	$	919,972,905
Other Assets and Liabilities - Net	(83.2	)		(417,804,346	)
Net Assets	100.0	%	$	502,168,559

@@ Foreign Issuer

MASTR Mortgage Asset Securitization Transaction, Inc.

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

cc Securities purchased with cash collateral for securities loaned.

ip Treasury inflation indexed protected security whose principal value is adjusted in accordance with changes to the Consumer Price Index.

W Settlement is on a when-issued or delayed-delivery basis.

I Illiquid security

L Loaned security, a portion or all of the security is on loan at December 31, 2008.

± Defaulted security

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

BRL Brazilian Real

DKK Danish Krone

The Portfolio received $3,070,000 principal value in U.S. Treasury Bills and $2,010,000 in cash as collateral for swaps, when issued or delayed delivery securities and forward foreign currency contracts. Cash collateral received may be invested in accordance with the Portfolio's investment strategy. Collateral received as securities can not be repledged.

* Cost for federal income tax purposes is $943,287,138.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	19,435,979
Gross Unrealized Depreciation		(42,750,212	)
Net Unrealized Depreciation	$	(23,314,233	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	527,987	$	13,467,611
Level 2 — Other Significant Observable Inputs		917,992,221		(26,387,456	)
Level 3 — Significant Unobservable Inputs		1,452,697		(1,197,639	)
Total	$	919,972,905	$	(14,117,484	)

See Accompanying Notes to Financial Statements
198

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the year ended December 31, 2008, was as follows:

	Investments in Securities			Other Financial Instruments*
Beginning Balance at 12/31/07	$	1,691,870		$	(58,961	)
Net Purchases/(Sales)		(13,266	)		85,612
Accrued Discounts/(Premiums)		(1,802	)		4,255
Total Realized Gain/(Loss)		1,234			—
Total Unrealized Appreciation/(Depreciation)		(225,339	)		(802,118	)
Net Transfers In/(Out) of Level 3		—			(426,427	)
Ending Balance at 12/31/08	$	1,452,697		$	(1,197,639	)

For the year ended December 31, 2008, total change in unrealized gain (loss) on Level 3 securities included in the change in net assets was $(1,512,845). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

At December 31, 2008 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)
Brazilian Real			USD
BRL 2,815,220	BUY	02/03/09		1,282,853		1,190,556	$	(92,297	)
Chilean Peso CLP 45,500,000	BUY	05/14/09		69,519		69,729		210
Chinese Yuan CNY 1,559,085	BUY	07/15/09		242,000		224,542		(17,458	)
Chinese Yuan CNY 3,412,695	BUY	07/15/09		529,100		491,502		(37,598	)
Chinese Yuan CNY 1,217,933	BUY	07/15/09		188,900		175,409		(13,491	)
Chinese Yuan CNY 1,208,652	BUY	07/15/09		188,000		174,072		(13,928	)
Chinese Yuan CNY 1,813,006	BUY	07/15/09		282,000		261,112		(20,888	)
Chinese Yuan CNY 346,464	BUY	07/15/09		54,000		49,898		(4,102	)
Chinese Yuan CNY 346,572	BUY	07/15/09		54,000		49,914		(4,086	)
Chinese Yuan CNY 1,219,040	BUY	07/15/09		190,000		175,568		(14,432	)
Chinese Yuan CNY 3,268,254	BUY	07/15/09		506,000		470,699		(35,301	)
Chinese Yuan CNY 1,051,024	BUY	07/15/09		163,000		151,370		(11,630	)
Chinese Yuan CNY 3,395,184	BUY	07/15/09		520,000		488,980		(31,020	)
Chinese Yuan CNY 2,817,575	BUY	07/15/09		430,000		405,792		(24,208	)
Chinese Yuan CNY 1,503,280	BUY	07/15/09		230,000		216,505		(13,495	)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Chinese Yuan			USD
CNY 836,820	BUY	09/08/09		120,000		120,520	$	520
Chinese Yuan CNY 834,480	BUY	09/08/09		120,000		120,183		183
Chinese Yuan CNY 827,280	BUY	09/08/09		120,000		119,146		(854	)
Chinese Yuan CNY 828,360	BUY	09/08/09		120,000		119,302		(698	)
Chinese Yuan CNY 690,300	BUY	09/08/09		100,000		99,418		(582	)
Chinese Yuan CNY 1,310,050	BUY	09/08/09		190,000		188,676		(1,324	)
Chinese Yuan CNY 1,735,625	BUY	09/08/09		250,000		249,968		(32	)
Chinese Yuan CNY 832,920	BUY	09/08/09		120,000		119,959		(41	)
Chinese Yuan CNY 513,171	BUY	09/08/09		73,880		73,908		28
Danish Krone DKK 3,085,000	BUY	02/05/09		585,711		574,513		(11,198	)
Danish Krone DKK 1,542,000	BUY	02/05/09		291,141		287,164		(3,977	)
EU Euro EUR 73,400	BUY	01/13/09		97,259		101,968		4,709
EU Euro EUR 61,100	BUY	01/13/09		80,953		84,881		3,928
EU Euro EUR 73,400	BUY	01/13/09		97,235		101,968		4,733
EU Euro EUR 73,400	BUY	01/13/09		97,322		101,968		4,646
EU Euro EUR 107,500	BUY	01/13/09		142,524		149,340		6,816
EU Euro EUR 117,239	BUY	01/13/09		168,500		162,870		(5,630)
EU Euro EUR 116,981	BUY	01/13/09		168,500		162,511		(5,989)
EU Euro EUR 77,400	BUY	01/13/09		110,613		107,525		(3,088)
EU Euro EUR 96,700	BUY	01/13/09		138,296		134,337		(3,959)
EU Euro EUR 96,700	BUY	01/13/09		138,330		134,337		(3,993)
British Pound GBP 791,000	BUY	01/13/09		1,183,898		1,136,830		(47,068	)
Indonesian Rupiah IDR 307,200,000	BUY	03/31/09		30,000		27,186		(2,814	)
Indonesian Rupiah IDR 308,700,000	BUY	03/31/09		30,000		27,319		(2,681	)
Indonesian Rupiah IDR 448,400,000	BUY	03/31/09		40,000		39,681		(319	)
Indonesian Rupiah IDR 215,800,000	BUY	03/31/09		20,000		19,097		(903	)
Indonesian Rupiah IDR 413,600,000	BUY	03/31/09		40,000		36,602		(3,398	)
Indonesian Rupiah IDR 794,900,000	BUY	03/31/09		76,669		70,345		(6,324	)
Indian Rupee INR 6,000,000	BUY	04/09/09		120,000		122,162		2,162

See Accompanying Notes to Financial Statements
199

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Indian Rupee			USD
INR 5,898,000	BUY	04/09/09		120,000		120,085	$	85
Indian Rupee INR 9,003,006	BUY	04/09/09		180,000		183,303		3,303
Indian Rupee INR 6,048,000	BUY	04/09/09		120,000		123,139		3,139
Indian Rupee INR 12,060,856	BUY	04/09/09		237,185		245,562		8,377
Mexican Peso MXN 60,730	BUY	05/19/09		4,555		4,229		(326	)
Malaysian Ringgit MYR 1,866,464	BUY	02/12/09		584,000		538,670		(45,330	)
Malaysian Ringgit MYR 820,000	BUY	02/12/09		235,058		236,656		1,598
Malaysian Ringgit MYR 315,585	BUY	02/12/09		90,000		91,079		1,079
Malaysian Ringgit MYR 282,780	BUY	02/12/09		80,000		81,612		1,612
Malaysian Ringgit MYR 718,350	BUY	02/12/09		200,000		207,319		7,319
Malaysian Ringgit MYR 376,919	BUY	02/12/09		106,474		108,780		2,306
Malaysian Ringgit MYR 315,315	BUY	04/14/09		90,000		90,979		979
Malaysian Ringgit MYR 314,595	BUY	04/14/09		90,000		90,771		771
Malaysian Ringgit MYR 597,720	BUY	04/14/09		170,000		172,462		2,462
Malaysian Ringgit MYR 70,220	BUY	04/14/09		20,000		20,261		261
Malaysian Ringgit MYR 316,530	BUY	04/14/09		90,000		91,330		1,330
Malaysian Ringgit MYR 396,495	BUY	04/14/09		110,000		114,402		4,402
Norwegian Krone NOK 5,192,000	BUY	03/05/09		726,988		738,549		11,561
New Zealand Dollar NZD 152,800	BUY	01/15/09		88,308		89,075		767
Philippine Peso PHP 1,200,000	BUY	02/06/09		26,613		25,126		(1,487	)
Philippine Peso PHP 1,300,000	BUY	02/06/09		28,844		27,220		(1,624	)
Philippine Peso PHP 1,100,000	BUY	02/06/09		24,444		23,033		(1,411	)
Philippine Peso PHP 4,190,000	BUY	02/06/09		93,715		87,733		(5,982	)
Philippine Peso PHP 1,700,000	BUY	02/06/09		38,349		35,596		(2,753	)
Philippine Peso PHP 1,700,000	BUY	02/06/09		38,375		35,596		(2,779	)
Philippine Peso PHP 2,200,000	BUY	02/06/09		49,684		46,065		(3,619	)
Philippine Peso PHP 2,800,000	BUY	02/06/09		63,177		58,628		(4,549	)
Philippine Peso PHP 2,200,000	BUY	02/06/09		49,184		46,065		(3,119	)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Philippine Peso
PHP 1,100,000	BUY	02/06/09		24,543		23,033	$	(1,510	)
Philippine Peso PHP 1,100,000	BUY	02/06/09		24,455		23,033		(1,422	)
Philippine Peso PHP 1,100,000	BUY	02/06/09		24,369		23,033		(1,336	)
Philippine Peso PHP 2,200,000	BUY	02/06/09		48,748		46,065		(2,683	)
Philippine Peso PHP 1,100,000	BUY	02/06/09		24,358		23,033		(1,325	)
Philippine Peso PHP 1,100,000	BUY	02/06/09		24,344		23,033		(1,311	)
Philippine Peso PHP 1,100,000	BUY	02/06/09		24,096		23,033		(1,063	)
Philippine Peso PHP 2,212,990	BUY	02/06/09		48,297		46,337		(1,960	)
Philippine Peso PHP 15,520,000	BUY	02/06/09		321,992		324,969		2,977
Philippine Peso PHP 8,773,200	BUY	05/06/09		180,000		182,531		2,531
Philippine Peso PHP 5,335,000	BUY	05/06/09		110,000		110,997		997
Philippine Peso PHP 8,634,600	BUY	05/06/09		180,000		179,647		(353	)
Philippine Peso PHP 691,600	BUY	05/06/09		14,071		14,389		318
Russian Ruble RUB 15,941,178	BUY	05/06/09		660,000		462,493		(197,507	)
Russian Ruble RUB 4,965,822	BUY	05/06/09		207,601		144,071		(63,530	)
Singapore Dollar SGD 734,900	BUY	01/16/09		500,000		509,799		9,799
Singapore Dollar SGD 438,510	BUY	04/14/09		300,000		303,906		3,906
Singapore Dollar SGD 438,810	BUY	04/14/09		300,000		304,114		4,114
Singapore Dollar SGD 439,350	BUY	04/14/09		300,000		304,488		4,488
Singapore Dollar SGD 340,245	BUY	04/14/09		230,000		235,804		5,804
Singapore Dollar SGD 430,012	BUY	04/14/09		290,000		298,017		8,017
Singapore Dollar SGD 424,502	BUY	04/14/09		290,000		294,198		4,198
Singapore Dollar SGD 407,008	BUY	04/14/09		280,000		282,074		2,074
Singapore Dollar SGD 465,898	BUY	04/14/09		316,981		322,888		5,907
Singapore Dollar SGD 32,855	BUY	04/14/09		21,555		22,770		1,215
Singapore Dollar SGD 419,456	BUY	07/30/09		290,000		290,633		633
Taiwan New Dollar TWD 500,000	BUY	02/09/09		16,351		15,263		(1,088	)

See Accompanying Notes to Financial Statements
200

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Taiwan New Dollar			USD
TWD 500,000	BUY	02/09/09		16,340		15,263	$	(1,077	)
Taiwan New Dollar TWD 298,991	BUY	02/09/09		9,664		9,127		(537	)
Taiwan New Dollar TWD 500,000	BUY	02/09/09		16,176		15,263		(913	)
							$	(653,136	)
Australian Dollar AUD 760,000	SELL	01/29/09		490,124		528,096		(37,972)
Brazilian Real BRL 202,444	SELL	02/03/09		86,000		85,614		386
Brazilian Real BRL 842,929	SELL	02/03/09		357,476		356,475		1,001
Brazilian Real BRL 408,020	SELL	02/03/09		173,000		172,552		448
Brazilian Real BRL 204,624	SELL	02/03/09		87,000		86,535		465
Brazilian Real BRL 327,400	SELL	02/03/09		131,671		138,457		(6,786	)
Brazilian Real BRL 181,500	SELL	02/03/09		75,000		76,756		(1,756	)
Brazilian Real BRL 179,625	SELL	02/03/09		75,000		75,963		(963	)
Brazilian Real BRL 181,725	SELL	02/03/09		75,000		76,851		(1,851	)
Brazilian Real BRL 181,575	SELL	02/03/09		75,000		76,788		(1,788	)
Brazilian Real BRL 718,393	SELL	02/03/09		292,000		303,808		(11,808	)
Brazilian Real BRL 73,845	SELL	02/03/09		30,000		31,229		(1,229	)
Brazilian Real BRL 71,746	SELL	02/03/09		29,000		30,341		(1,341	)
Brazilian Real BRL 171,010	SELL	02/03/09		70,000		72,320		(2,320	)
Brazilian Real BRL 205,700	SELL	02/03/09		81,000		86,990		(5,990	)
Brazilian Real BRL 668,955	SELL	02/03/09		277,000		282,901		(5,901	)
Brazilian Real BRL 733,108	SELL	02/03/09		303,000		310,031		(7,031	)
Brazilian Real BRL 242,302	SELL	02/03/09		99,000		102,470		(3,470	)
Chilean Peso CLP 45,500,000	SELL	05/14/09		70,625		69,729		896
Chinese Yuan CNY 13,400,000	SELL	07/15/09		1,949,658		1,929,890		19,768
Danish Krone DKK 17,299,000	SELL	02/05/09		2,974,125		3,221,558		(247,433	)
EU Euro EUR 5,096,000	SELL	01/13/09		6,436,452		7,079,420		(642,968	)
British Pound GBP 1,637,000	SELL	01/13/09		2,427,475		2,352,707		74,768
British Pound GBP 1,846,000	SELL	01/13/09		2,736,437		2,653,083		83,354
British Pound GBP 1,702,000	SELL	01/13/09		2,521,002		2,446,126		74,876

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Indonesian Rupiah			USD
IDR 833,000,000	SELL	03/31/09		68,279		73,717	$	(5,438	)
Indonesian Rupiah IDR 823,600,000	SELL	03/31/09		67,233		72,885		(5,652	)
Indonesian Rupiah IDR 832,000,000	SELL	03/31/09		67,918		73,628		(5,710	)
Indian Rupee INR 14,165,580	SELL	04/09/09		286,000		288,415		(2,415	)
Indian Rupee INR 9,766,075	SELL	04/09/09		187,000		198,840		(11,840	)
Indian Rupee INR 5,904,270	SELL	04/09/09		112,000		120,212		(8,212	)
Indian Rupee INR 4,900,170	SELL	04/09/09		93,000		99,769		(6,769	)
Indian Rupee INR 4,273,767	SELL	04/09/09		81,560		87,015		(5,455	)
Japanese Yen JPY 123,993,062	SELL	01/08/09		1,309,000		1,368,052		(59,052	)
Japanese Yen JPY 21,369,000	SELL	01/08/09		224,901		235,770		(10,869	)
Japanese Yen JPY 39,589,000	SELL	01/08/09		415,414		436,797		(21,383	)
Japanese Yen JPY 21,243,000	SELL	01/08/09		222,953		234,380		(11,427	)
Mexican Peso MXN 60,730	SELL	05/19/09		4,265		4,229		36
Malaysian Ringgit MYR 275,852	SELL	02/12/09		77,000		79,612		(2,612	)
Malaysian Ringgit MYR 220,999	SELL	02/12/09		62,000		63,781		(1,781	)
Malaysian Ringgit MYR 164,404	SELL	02/12/09		46,000		47,448		(1,448	)
Malaysian Ringgit MYR 440,586	SELL	02/12/09		123,000		127,155		(4,155	)
Malaysian Ringgit MYR 1,326,481	SELL	02/12/09		369,000		382,828		(13,828	)
Malaysian Ringgit MYR 238,920	SELL	02/12/09		66,000		68,953		(2,953	)
Malaysian Ringgit MYR 239,580	SELL	02/12/09		66,000		69,144		(3,144	)
Malaysian Ringgit MYR 238,821	SELL	02/12/09		66,000		68,925		(2,925	)
Malaysian Ringgit MYR 238,491	SELL	02/12/09		66,000		68,830		(2,830	)
Malaysian Ringgit MYR 399,465	SELL	02/12/09		110,000		115,287		(5,287	)
Malaysian Ringgit MYR 217,740	SELL	02/12/09		60,000		62,841		(2,841	)
Malaysian Ringgit MYR 214,465	SELL	02/12/09		59,000		61,896		(2,896	)
Malaysian Ringgit MYR 164,293	SELL	02/12/09		44,767		47,416		(2,649	)
Malaysian Ringgit MYR 2,010,875	SELL	04/14/09		547,028		580,205		(33,177	)
New Zealand Dollar NZD 135,000	SELL	01/15/09		73,426		78,698		(5,272	)
New Zealand Dollar NZD 164,000	SELL	01/15/09		94,174		95,604		(1,430	)

See Accompanying Notes to Financial Statements
201

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Philippine Peso			USD
PHP 29,179,800	SELL	02/06/09		585,000		610,989	$	(25,989	)
Philippine Peso PHP 15,743,190	SELL	02/06/09		315,558		329,643		(14,085	)
Philippine Peso PHP 23,434,400	SELL	05/06/09		464,231		487,564		(23,333	)
Russian Ruble RUB 20,907,000	SELL	05/06/09		860,778		606,564		254,214
Singapore Dollar SGD 470,932	SELL	01/16/09		319,406		326,684		(7,278	)
Singapore Dollar SGD 263,968	SELL	01/16/09		176,840		183,114		(6,274	)
Singapore Dollar SGD 1,850,000	SELL	04/14/09		1,245,120		1,282,129		(37,009	)
Singapore Dollar SGD 131,386	SELL	04/14/09		87,340		91,056		(3,716	)
Singapore Dollar SGD 30,094	SELL	04/14/09		20,000		20,856		(856	)
Singapore Dollar SGD 64,982	SELL	04/14/09		43,000		45,035		(2,035	)
Singapore Dollar SGD 65,007	SELL	04/14/09		43,000		45,053		(2,053	)
Singapore Dollar SGD 65,085	SELL	04/14/09		43,000		45,107		(2,107	)
Singapore Dollar SGD 64,947	SELL	04/14/09		43,000		45,011		(2,011	)
Singapore Dollar SGD 142,589	SELL	04/14/09		94,000		98,820		(4,820	)
Singapore Dollar SGD 142,603	SELL	04/14/09		94,000		98,830		(4,830	)
Singapore Dollar SGD 144,149	SELL	04/14/09		95,000		99,902		(4,902	)
Singapore Dollar SGD 142,574	SELL	04/14/09		94,000		98,810		(4,810	)
Singapore Dollar SGD 71,532	SELL	04/14/09		47,000		49,574		(2,574	)
Singapore Dollar SGD 71,518	SELL	04/14/09		47,000		49,565		(2,565	)
Singapore Dollar SGD 73,090	SELL	04/14/09		48,000		50,654		(2,654	)
Singapore Dollar SGD 143,032	SELL	04/14/09		94,000		99,128		(5,128	)
Singapore Dollar SGD 143,084	SELL	04/14/09		94,000		99,163		(5,163	)
Singapore Dollar SGD 71,518	SELL	04/14/09		47,000		49,565		(2,565	)
Singapore Dollar SGD 419,456	SELL	07/30/09		275,795		290,633		(14,838	)
Taiwan New Dollar TWD 1,798,991	SELL	02/09/09		54,864		54,915		(51)
							$	(895,491	)

ING PIMCO Total Return Portfolio Open Futures Contracts on December 31, 2008:

Contract Description	Number of Contracts		Expiration Date	Unrealized Appreciation
Long Contracts
90-Day Eurodollar		340	03/16/09	$	1,704,584
90-Day Eurodollar		330	06/15/09		1,757,367
90-Day Eurodollar		227	09/14/09		1,265,531
90-Day Eurodollar		190	12/14/09		1,185,664
90-Day Eurodollar		141	03/15/10		985,765
90-Day Eurodollar		5	06/14/10		27,724
90-Day Eurodollar		5	09/13/10		28,622
90-Day Sterling		437	03/18/09		3,843,280
90-Day Sterling		217	06/17/09		1,901,442
90-Day Sterling		13	12/16/09		69,902
3-Month Euro Euribor		25	03/16/09		264,157
3-Month Euro Euribor		15	06/15/09		168,842
U.S. Treasury 2-Year Note		63	03/31/09		91,748
U.S. Treasury 5-Year Note		48	03/31/09		25,939
U.S. Treasury 10-Year Note		361	03/20/09		254,704
				$13,575,271

See Accompanying Notes to Financial Statements
202

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

ING PIMCO Total Return Portfolio Written Options Open on December 31, 2008:

Options on Exchange-Traded Futures Contracts

Description/Name of Issuer	Exercise Price		Expiration Date	Number of Contracts		Premium Received		Value
Put Option CBOT US Treasury 5-Year Note Future 03/09	USD	118.00	02/20/09		62	$	36,440	$	(52,797	)
Put Option CBOT US Treasury 10-Year Note Future 03/09	USD	124.00	02/20/09		26		31,717		(42,656	)
Put Option CME 90-Day Eurodollar Future 03/09	USD	98.00	03/16/09		33		9,155		(1,856	)
Put Option CME 90-Day Eurodollar Future 03/09	USD	98.25	03/16/09		23		10,192		(2,013	)
Put Option CME 90-Day Eurodollar Future 03/09	USD	98.50	03/16/09		58		8,625		(8,338	)
						$	96,129	$	(107,660	)
Interest Rate Swaptions

Description	Counterparty	Floating Rate Index/ Underlying Reference Entity	Pay/Receive Floating	Exercise Rate			Expiration Date	Notional Amount		Premium Received		Value
Put - OTC Interest Rate Swap	Barclays Bank PLC	3-Month USD-LIBOR	Pay		2.750	%	05/22/09	USD	4,500,000	$	35,038	$	(48,462	)
Put - OTC Interest Rate Swap	Deutsche Bank AG, New York	3-Month USD-LIBOR	Pay		2.750	%	05/22/09	USD	1,500,000		10,225		(16,154	)
Put - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-Month USD-LIBOR	Pay		2.750	%	05/22/09	USD	1,000,000		7,100		(10,769	)
Call - OTC Interest Rate Swap	Barclays Bank PLC	3-month USD-LIBOR	Receive		4.300	%	02/02/09	USD	4,900,000		123,970		(493,023	)
Call - OTC Interest Rate Swap	Barclays Bank PLC	3-Month USD LIBOR	Receive		4.600	%	02/02/09	USD	1,800,000		57,780		(258,341	)
Call - OTC Interest Rate Swap	Barclays Bank PLC	3-Month USD-LIBOR	Receive		4.150	%	08/03/09	USD	2,300,000		57,730		(200,485	)
Call - OTC Interest Rate Swap	Merrill Lynch Capital Services, Inc.	3-Month USD-LIBOR	Receive		4.400	%	08/03/09	USD	1,600,000		52,800		(198,040	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-Month USD-LIBOR	Receive		4.250	%	02/02/09	USD	3,800,000		114,570		(459,415	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-month USD-LIBOR	Receive		4.200	%	07/02/09	USD	2,300,000		50,830		(207,746	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-Month USD-LIBOR	Receive		4.400	%	08/03/09	USD	10,900,000		357,008		(1,349,148	)
Call - OTC Interest Rate Swap	The Royal Bank of Scotland PLC	3-Month USD-LIBOR	Receive		4.550	%	08/03/09	USD	6,000,000		183,707		(797,061	)
										$	1,050,758	$	(4,038,644	)

ING PIMCO Total Return Portfolio Credit Default Swap Agreements Outstanding on December 31, 2008:

Credit Default Swaps on Credit Indices — Buy Protection⁽¹⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)			Termination Date	Notional Amount⁽⁴⁾		Market Value⁽⁵⁾		Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services Inc.	CDX.NA.HY.10 Index	Buy		(5.000	)	06/20/13	USD	2,400,000	$	373,175	$	157,751		$	215,424
Morgan Stanley Capital Services Inc.	CDX.NA.IG.9 Index	Buy		(0.800	)	12/20/17	USD	1,073,600		60,025		98,180			(38,155	)
BNP Paribas	iTraxx Europe HiVol Series 6 Version 1 Index	Buy		(0.850	)	12/20/16	EUR	1,200,000		230,926		(7,013	)		237,939
Deutsche Bank AG	iTraxx Europe HiVol Series 6 Version 1 Index	Buy		(0.850	)	12/20/16	EUR	4,500,000		865,972		(42,024	)		907,996
									$	1,530,098	$	206,894		$	1,323,204

Credit Default Swaps on Corporate and Soverign Issues — Buy Protection⁽¹⁾

Deutsche Bank AG	Bellsouth Corp. 5.200%, 09/15/14	Buy	(0.395	)	09/20/14	USD	3,500,000	$	92,210	$	—	$	92,210
Morgan Stanley Capital Services Inc.	CVS Corp. 5.750%, 08/15/11	Buy	(0.235	)	09/20/11	USD	2,800,000		58,851		—		58,851
Citibank N.A., New York	Noble Corp. 5.875%, 06/01/13	Buy	(0.520	)	06/20/12	USD	1,000,000		48,012		—		48,012

See Accompanying Notes to Financial Statements
203

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)			Termination Date		Notional Amount(4)		Market Value(5)		Upfront Premium Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services Inc.	Republic of Turkey 11.875%, 01/15/30	Buy		(2.200	)		10/20/10	USD	100,000	$	3,575	$	—	$	3,575
										$	202,648	$	—	$	202,648

Credit Default Swaps on Credit Indices — Sell Protection⁽²⁾⁽⁶⁾

Morgan Stanley Capital Services Inc.	CDX.EM.3 Index	Sell	2.100	06/20/10	USD	900,000	$	(35,745	)	$	(6,634	)	$	(29,111	)
Citibank N.A., New York	CDX.NA.HY.8 Index (25-35% Tranche)	Sell	2.144	06/20/12	USD	500,000		(82,976	)		—			(82,976	)
Merrill Lynch International	CDX.NA.HY.8 Index (25-35% Tranche)	Sell	1.833	06/20/12	USD	1,000,000		(175,529	)		—			(175,529	)
Morgan Stanley Capital Services Inc.	CDX.NA.HY.8 Index (25-35% Tranche)	Sell	2.080	06/20/12	USD	1,000,000		(167,923	)		—			(167,923	)
Citibank N.A., New York	CDX.NA.HY.8 Index (35-100% Tranche)	Sell	0.401	06/20/12	USD	980,885		(63,503	)		—			(63,503	)
Morgan Stanley Capital Services Inc.	CDX.NA.HY.11 Index	Sell	5.000	12/20/13	USD	1,700,000		(341,510	)		(415,399	)		73,889
Morgan Stanley Capital Services Inc.	CDX.NA.IG.5 Index (10-15% Tranche)	Sell	0.460	12/20/15	USD	1,400,000		(384,527	)		—			(384,527	)
Goldman Sachs International	CDX.NA.IG.7 Index	Sell	0.650	12/20/16	USD	12,590,400		(883,376	)		(88,826	)		(794,550	)
Deutsche Bank AG	CDX.NA.IG.9 Index (30-100% Tranche)	Sell	0.708	12/20/12	USD	2,916,854		14,028			—			14,028
Goldman Sachs International	CDX.NA.IG.9 Index (30-100% Tranche)	Sell	0.548	12/20/17	USD	680,599		1,612			—			1,612
Deutsche Bank AG	CDX.NA.IG.10 Index (30-100% Tranche)	Sell	0.530	06/20/13	USD	972,285		(1,597	)		—			(1,597	)
Deutsche Bank AG	CDX.NA.IG.11 Index	Sell	1.500	12/20/13	USD	2,100,000		(44,101	)		(48,542	)		4,441
Morgan Stanley Capital Services Inc.	CMBX-NA-AAA 3 Index	Sell	0.080	12/13/49	USD	100,000		(29,805	)		(16,587	)		(13,218	)
							$	(2,194,952	)	$	(575,988	)	$	(1,618,964	)

Credit Default Swaps on Corporate and Soverign Issues — Sell Protection⁽²⁾⁽⁶⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Deutsche Bank AG	American International Group 6.250%, 05/01/36	Sell		5.000	12/20/13		5.40	%	USD	1,000,000	$	(15,711	)	$	(90,456	)	$	74,745
Citibank N.A., New York	CIT Group 5.650%, 02/13/17	Sell		5.000	12/20/13		7.34	%	USD	600,000		(50,444	)		(150,185	)		99,741
The Royal Bank of Scotland PLC	CIT Group 7.750%, 04/02/12	Sell		5.170	03/20/13		7.48	%	USD	800,000		(59,178	)		—			(59,178	)
Credit Suisse International	Federative Republic of Brazil 12.250%, 03/06/30	Sell		3.350	12/20/09		2.29	%	USD	1,000,000		10,193			—			10,193
Goldman Sachs International	Ford Motor Credit Co. 7.000%, 10/01/13	Sell		3.850	09/20/12		12.71	%	USD	100,000		(23,593	)		—			(23,593	)

See Accompanying Notes to Financial Statements
204

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread At 12/31/08⁽³⁾			Notional Amount⁽⁴⁾		Market Value⁽⁵⁾			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC, London	GAZ Capital (GAZPROM) LPN 8.625%, 04/28/34	Sell		1.600	12/20/12		10.13	%	USD	1,300,000	$	(327,324	)	$	—		$	(327,324	)
Morgan Stanley Capital Services Inc.	GAZ Capital (GAZPROM) LPN 8.625%, 04/28/34	Sell		2.480	02/20/13		10.03	%	USD	2,300,000		(528,574	)		—			(528,574	)
Morgan Stanley Capital Services Inc.	GAZ Capital (GAZPROM) LPN 8.625%, 04/28/34	Sell		2.180	02/20/13		10.03	%	USD	500,000		(119,475	)		—			(119,475	)
BNP Paribas	General Electric Capital Corp. 5.625%, 09/15/17	Sell		4.700	12/20/13		3.66	%	USD	600,000		25,562			—			25,562
Citibank N.A., New York	General Electric Capital Corp. 5.625%, 09/15/17	Sell		4.325	12/20/13		3.66	%	USD	300,000		8,169			—			8,169
Barclays Bank PLC	General Electric Capital Corp. 6.000%, 06/15/12	Sell		0.620	03/20/11		4.28	%	USD	1,200,000		(89,493	)		—			(89,493	)
Barclays Bank PLC	General Electric Capital Corp. 6.000%, 06/15/12	Sell		0.640	12/20/12		3.86	%	USD	1,200,000		(131,688	)		—			(131,688	)
Citibank N.A., New York	General Electric Capital Corp. 6.000%, 06/15/12	Sell		1.050	03/20/10		4.45	%	USD	600,000		(23,823	)		—			(23,823	)
Deutsche Bank AG	General Electric Capital Corp. 6.000%, 06/15/12	Sell		1.500	09/20/11		4.12	%	USD	200,000		(12,848	)		—			(12,848	)
BNP Paribas	General Motors Corp. 7.125%, 07/15/13	Sell		4.800	12/20/12		94.97	%	USD	100,000		(76,111	)		—			(76,111	)
Citibank N.A., New York	General Motors Corp. 7.125%, 07/15/13	Sell		4.600	12/20/12		94.97	%	USD	100,000		(76,280	)		—			(76,280	)
Deutsche Bank AG	General Motors Corp. 7.125%, 07/15/13	Sell		4.500	12/20/12		94.97	%	USD	100,000		(76,364	)		—			(76,364	)
Goldman Sachs International	General Motors Corp. 7.125%, 07/15/13	Sell		8.900	03/20/13		92.78	%	USD	700,000		(509,526	)		—			(509,526	)
Goldman Sachs International	General Motors Corp. 7.125%, 07/15/13	Sell		9.050	03/20/13		92.78	%	USD	700,000		(508,615	)		—			(508,615	)
Deutsche Bank AG	GMAC LLC 6.875%, 08/28/12	Sell		3.200	09/20/12		8.86	%	USD	200,000		(33,394	)		—			(33,394	)
Deutsche Bank AG	GMAC LLC 6.875%, 08/28/12	Sell		4.000	09/20/12		8.86	%	USD	1,900,000		(272,425	)		—			(272,425	)
Merrill Lynch International	GMAC LLC 6.875%, 08/28/12	Sell		1.850	09/20/09		7.60	%	USD	1,000,000		(40,271	)		—			(40,271	)
Deutsche Bank AG	Reynolds American Inc. 7.625%, 06/01/16	Sell		1.280	06/20/17		3.80	%	USD	600,000		(92,651	)		—			(92,651	)
Barclays Bank PLC	SLM Corp. 5.125%, 08/27/12	Sell		5.100	06/20/09		12.92	%	USD	100,000		(3,515	)		—			(3,515	)
BNP Paribas	SLM Corp. 5.125%, 08/27/12	Sell		5.150	03/20/09		12.92	%	USD	1,400,000		(23,242	)		—			(23,242	)
Citibank N.A., New York	SLM Corp. 5.125%, 08/27/12	Sell		4.850	03/20/13		8.04	%	USD	700,000		(68,812	)		—			(68,812	)
											$	(3,119,433	)	$	(240,641	)	$	(2,878,792	)

See Accompanying Notes to Financial Statements
205

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

(3) Implied credit spreads, represented in absolute terms, utilized in determining the market value of credit default swap agreements on corporate issues or sovereign issues are disclosed for credit default swaps sold and serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. The implied credit spread of a particular referenced entity reflects the cost of buying/selling protection and may include upfront payments required to be made to enter into the agreement. For credit default swaps on asset-backed securities or credit indices, the quoted market prices and resulting market values, as well as the receive fixed rate, serve as indicators of the current status of the payment/performance risk. Wider credit spreads and increasing market values, in absolute terms when compared to the notional amount of the swap, and high receive fixed rate, represent a deterioration of the referenced entity's credit soundness and a greater likelihood or risk of default or other credit event occurring as defined under the terms of the agreement.

(6) For the reason(s) or why a Portfolio may sell credit protection, please see NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements.

ING PIMCO Total Return Portfolio Interest Rate Swap Agreements Outstanding on December 31, 2008:

	Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 0.710% and pay a floating rate based on 2 Year USD Mid-Market Swap Spread Counterparty: BNP Paribas I	02/05/09	USD	2,000,000	$	3,491
Receive a fixed rate equal to 0.763% and pay a floating rate based on 5 Year USD Mid-Market Swap Spread Counterparty: BNP Paribas I	02/05/09	USD	3,900,000		38,020
Receive a floating rate based on 30-Day USD-CMM Rate (Constant Maturity Mortgage Rate) and pay a fixed rate equal to 5.000% Counterparty: Merrill Lynch Capital Services, Inc.	02/20/09	USD	1,400,000		(249,046	)
Receive a floating rate based on 30-Day USD-CMM Rate (Constant Maturity Mortgage Rate) and pay a fixed rate equal to 5.500% Counterparty: Merrill Lynch Capital Services, Inc.	05/21/09	USD	1,700,000		(294,244	)
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		26,698
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		121,316

Termination
Date

Notional
Amount

Unrealized
Appreciation/
(Depreciation)

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

146,526

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

41,197

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

43,514

Receive a fixed rate
equal to 12.670%
and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty:
Morgan Stanley Capital
Services, Inc.

01/04/10

BRL

1,200,000

4,624

Receive a fixed rate
equal to 12.410%
and pay a floating
rate based on the Brazil
Cetip Interbank Deposit
Rate Annualized
Counterparty:
UBS AG, London

01/04/10

BRL

1,200,000

4,791

Receive a fixed rate
equal to 7.500%
and pay a floating rate
based on 3-month
Australian Bank Bill
Counterparty: UBS AG

03/15/10

AUD

1,000,000

32,041

See Accompanying Notes to Financial Statements
206

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Termination
Date

Notional
Amount

Unrealized
Appreciation/
(Depreciation)

Receive a fixed rate
equal to 7.000%
and pay a floating rate
based on 3-month
Australian Bank Bill
Counterparty: UBS AG

06/15/10

AUD

13,600,000

312,675

Receive a fixed rate
equal to 4.000%
and pay a floating rate
based on 3-month
USD-LIBOR
Counterparty: Morgan
Stanley Capital
Services, Inc.

06/17/10

USD

5,000,000

140,589

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

06/17/10

USD

6,700,000

186,739

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

67,396

Receive a fixed rate
equal to 4.000%
and pay a floating rate
based on 3-month
USD-LIBOR
Counterparty: Barclays
Bank PLC

12/16/10

USD

1,100,000

23,998

Receive a fixed rate
equal to 7.500%
and pay a floating rate
based on 6-month
Australian Bank Bill
Counterparty: UBS AG

03/15/11

AUD

6,100,000

298,385

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.

06/17/11

USD

4,700,000

111,999

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

06/17/11

USD

26,200,000

286,504

	Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
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	$	(6,407	)
Receive a fixed rate equal to 12.540% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Merrill Lynch Capital Services, Inc.	01/02/12	BRL	2,900,000		22,858
Receive a fixed rate equal to 14.765% and pay a floating rate based on the Brazil Cetip Interbank Deposit Rate Annualized Counterparty: Merrill Lynch Capital Services, Inc.	01/02/12	BRL	400,000		11,727
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	2,500,000		(20,754	)
Receive a fixed rate equal to 1.948% and pay a floating rate based on France CPI Ex Tobacco Index (FRCPXTOB) Counterparty: Barclays Bank PLC, London I	03/15/12	EUR	1,000,000		25,918
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 I	03/28/12	EUR	300,000		7,109
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. I	03/30/12	EUR	300,000		9,006

See Accompanying Notes to Financial Statements
207

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (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 I

03/30/12

EUR

300,000

6,931

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 I

04/05/12

EUR

200,000

5,033

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

13,223

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

10,527

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 I

04/30/12

EUR

300,000

7,437

Receive a fixed rate
equal to 7.000%
and pay a floating rate
based on 6-month
Australian Bank Bill
Counterparty: Deutsche
Bank AG, Frankfurt

03/20/13

AUD

800,000

52,735

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.

09/17/13

GBP

200,000

20,689

Receive a fixed rate
equal to 5.000%
and pay a floating rate
based on 6-month
GBP-LIBOR
Counterparty: HSBC
Bank USA, N.A.

09/17/13

GBP

1,200,000

122,912

Receive a fixed rate
equal to 4.500%
and pay a floating rate
based on 6-month
EUR-EURIBOR
Counterparty: BNP Paribas

03/18/14

EUR

900,000

83,692

	Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 5.000% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: Deutsche Bank AG, Frankfurt	03/18/14	GBP	1,300,000	$	157,266
Receive a fixed rate equal to 5.000% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: Deutsche Bank AG, Frankfurt	03/18/14	GBP	3,900,000		470,328
Receive a fixed rate equal to 5.250% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: Goldman Sachs Capital Markets, L.P.	03/18/14	GBP	300,000		41,517
Receive a fixed rate equal to 5.250% and pay a floating rate based on 6-month GBP-LIBOR Counterparty: The Royal Bank of Scotland PLC	03/18/14	GBP	600,000		83,370
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	06/17/16	USD	100,000		(1,450	)
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		14,443
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: Goldman Sachs Capital Markets, L.P.	12/17/18	USD	400,000		(66,021	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: Morgan Stanley Capital Services, Inc.	12/17/18	USD	100,000		(16,495	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 4.000% Counterparty: Barclays Bank PLC	06/17/19	USD	6,900,000		(226,635	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 4.000% Counterparty: Credit Suisse International	06/17/24	USD	3,000,000		(41,570	)

See Accompanying Notes to Financial Statements
208

PORTFOLIO OF INVESTMENTS
ING PIMCO TOTAL RETURN PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

	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: Barclays Bank PLC	12/17/28	USD	27,000,000	$	(9,681,066	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: Morgan Stanley Capital Services, Inc.	12/17/28	USD	2,700,000		(901,275	)
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	12/17/28	USD	700,000		(236,591	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 3.000% Counterparty: Citibank N.A., New York	06/17/29	USD	1,900,000		125,443
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 3.000% Counterparty: The Royal Bank of Scotland PLC	06/17/29	USD	1,000,000		27,487
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		(86,386	)
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		(294,826	)
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		(444,352	)
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		(189,021	)

	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	$	(208,354	)
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		(42,402	)
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		(47,431	)
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	12/17/38	USD	4,500,000		(2,093,591	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: Merrill Lynch Capital Services, Inc.	12/17/38	USD	2,500,000		(1,107,182	)
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 5.000% Counterparty: Morgan Stanley Capital Services, Inc.	12/17/38	USD	900,000		(423,696	)
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	12/17/38	USD	12,500,000		(4,550,239	)
				$	(18,018,880	)

See Accompanying Notes to Financial Statements
209

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 10.0%
			Aerospace/Defense: 0.4%
	164,500	@	BE Aerospace, Inc.	$	1,265,005
					1,265,005
			Auto Parts & Equipment: 0.0%
	16,900	@	Commercial Vehicle Group, Inc.		15,717
					15,717
			Biotechnology: 0.6%
	22,470	@	Bio-Rad Laboratories, Inc.		1,692,216
					1,692,216
			Building Materials: 0.3%
	13,600		Lennox International, Inc.		439,144
	11,600		Texas Industries, Inc.		400,200
					839,344
			Commercial Services: 0.4%
	211,529		Service Corp. International		1,051,299
					1,051,299
			Electric: 0.6%
	53,000	@	NRG Energy, Inc.		1,236,490
	13,600		Public Service Enterprise Group, Inc.		396,712
					1,633,202
			Electrical Components & Equipment: 0.2%
	30,600	@	General Cable Corp.		541,314
					541,314
			Electronics: 2.1%
	28,508	@	Itron, Inc.		1,817,100
	46,800	@	Thermo Electron Corp.		1,594,476
	58,764	@@	Tyco Electronics Ltd.		952,564
	38,500	@	Waters Corp.		1,411,025
					5,775,165
			Entertainment: 0.8%
	7,330		Cinemark Holdings, Inc.		54,462
	90,700		International Game Technology		1,078,423
	65,790	@	Scientific Games Corp.		1,153,957
					2,286,842
			Gas: 0.2%
	15,942		Sempra Energy		679,607
					679,607
			Healthcare-Products: 0.3%
	15,000	@	Inverness Medical Innovations, Inc.		283,650
	17,141	@	Thoratec Corp.		556,911
					840,561
			Healthcare-Services: 0.5%
	41,800		Cigna Corp.		704,330
	30,000		UnitedHealth Group, Inc.		798,000
					1,502,330
			Media: 0.2%
	25,500		McGraw-Hill Cos., Inc.		591,345
					591,345

Shares				Value
			Mining: 0.4%
	6,000	@@	Barrick Gold Corp.	$	220,620
	138,576	@,@@	Polymet Mining Corp.		92,846
	91,100		Titanium Metals Corp.		802,591
					1,116,057
			Miscellaneous Manufacturing: 1.2%
	31,033		Cooper Industries Ltd.		907,095
	35,254	@	ESCO Technologies, Inc.		1,443,651
	21,900		ITT Corp.		1,007,181
					3,357,927
			Oil & Gas: 0.7%
	31,600		Marathon Oil Corp.		864,576
	20,900		Questar Corp.		683,221
	49,641	@	SandRidge Energy, Inc.		305,292
					1,853,089
			Retail: 0.3%
	40,100		JC Penney Co., Inc.		789,970
					789,970
			Telecommunications: 0.8%
	67,240	@	CommScope, Inc.		1,044,910
	11,651	@	General Communication, Inc.		94,257
	133,100		Windstream Corp.		1,224,520
					2,363,687
Total Common Stock (Cost $35,332,157)					28,194,677
REAL ESTATE INVESTMENT TRUSTS: 0.7%
			Mortgage: 0.7%
	128,234		Annaly Capital Management, Inc.		2,035,074
Total Real Estate Investment Trusts (Cost $1,809,121)					2,035,074
PREFERRED STOCK: 2.7%
			Banks: 0.7%
	3,295		Bank of America Corp.		2,141,750
					2,141,750
			Diversified Financial Services: 0.2%
	10,000		Legg Mason, Inc.		220,000
	232	#,P	Preferred Blocker, Inc.		231,819
					451,819
			Electric: 0.2%
	10,700		CMS Energy Corp.		567,769
					567,769
			Electrical Components & Equipment: 0.1%
	2,200	P	General Cable Corp.		272,525
					272,525
			Healthcare-Products: 0.1%
	3,080		Inverness Medical Innovations, Inc.		372,629
					372,629
			Media: 0.0%
	2	&,P	ION Media Networks, Inc.		14,017
					14,017

See Accompanying Notes to Financial Statements
210

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Mining: 1.2%
	1,650		Freeport-McMoRan Copper & Gold, Inc.	$	1,025,475
	49,820		Freeport-McMoRan Copper & Gold, Inc. - Non Voting		2,363,959
					3,389,434
			Oil & Gas: 0.1%
	13,600		Petroquest Energy, Inc.		334,288
					334,288
			Savings & Loans: 0.1%
	10,000		Sovereign Capital Trust		189,400
					189,400
Total Preferred Stock (Cost $9,478,706)					7,733,631
WARRANTS: 0.0%
			Building Materials: 0.0%
	195	#	Dayton Superior Corp.		2
					2
			Media: 0.0%
	48		Sirius XM Radio, Inc.		25
					25
			Telecommunications: 0.0%
	218	#	NTELOS, Inc. - CW10		—
					—
Total Warrants (Cost $6,440)					27
Principal Amount				Value
CONVERTIBLE BONDS: 8.8%
			Advertising: 0.2%
$	865,000	#,C	Interpublic Group of Cos., Inc., 4.250%, due 03/15/23		565,494
					565,494
			Coal: 0.5%
	2,350,000		Massey Energy Co., 3.250%, due 08/01/15		1,286,625
					1,286,625
			Distribution/Wholesale: 0.8%
	3,865,000	C	WESCO International, Inc., 1.750%, due 11/15/26		2,149,906
					2,149,906
			Electrical Components & Equipment: 0.6%
	2,785,000		General Cable Corp., 1.000%, due 10/15/12		1,751,069
					1,751,069
			Electronics: 0.6%
	1,000,000	C	Itron, Inc., 2.500%, due 08/01/26		1,077,500
	1,000,000	#	Newport Corp., 2.500%, due 02/15/12		590,000
					1,667,500

Principal Amount				Value
			Energy-Alternate Sources: 0.0%
$	465,000	#,C	Diversa Corp., 5.500%, due 04/01/27	$	111,600
					111,600
			Entertainment: 1.0%
	555,000		Macrovision Corp., 2.625%, due 08/15/11		398,213
	2,060,000	+,C	Scientific Games Corp., 0.750% (step rate 0.500%), due 12/01/24		1,784,475
	800,000	C	Shuffle Master, Inc., 1.250%, due 04/15/24		720,000
					2,902,688
			Healthcare-Products: 0.0%
	35,000	#	Inverness Medical Innovations, Inc., 3.000%, due 05/15/16		22,225
					22,225
			Healthcare-Services: 0.5%
	2,035,000	C	LifePoint Hospitals, Inc., 3.250%, due 08/15/25		1,472,831
					1,472,831
			Machinery-Diversified: 0.9%
	4,585,000	+,C	Roper Industries, Inc., 1.481% (step rate 0.000%), due 01/15/34		2,481,631
					2,481,631
			Oil & Gas: 0.8%
	1,890,000	C	Chesapeake Energy Corp., 2.500%, due 05/15/37		1,112,738
	2,425,000	+,#,C	Hercules Offshore, LLC, 3.375% (step rate 0.000%), due 06/01/38		1,121,563
					2,234,301
			Pharmaceuticals: 1.4%
	1,525,000		BioMarin Pharmaceuticals, Inc., 1.875%, due 04/23/17		1,427,781
	390,000	C	EPIX Pharmaceuticals, Inc., 3.000%, due 06/15/24		120,900
	690,000		MannKind Corp., 3.750%, due 12/15/13		371,738
	3,510,000	C	Omnicare, Inc., 3.250%, due 12/15/35		1,987,538
					3,907,957
			Real Estate: 0.5%
	1,700,000	#,C	Alexandria Real Estate Equities, Inc., 3.700%, due 01/15/27		1,158,125
	2,065,000	#,C	General Growth Properties, Inc., 3.980%, due 04/15/27		167,781
					1,325,906

See Accompanying Notes to Financial Statements
211

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Telecommunications: 0.5%
$	630,000	#	Anixter International, Inc., 1.000%, due 02/15/13	$	396,113
	1,070,000	@@,C	Nortel Networks Corp., 2.125%, due 04/15/14		155,150
	1,445,000	C	TW Telecom, Inc., 2.375%, due 04/01/26		924,800
					1,476,063
			Transportation: 0.4%
	2,190,000		Horizon Lines, Inc., 4.250%, due 08/15/12		1,133,325
					1,133,325
			Trucking & Leasing: 0.1%
	585,000	C	Greenbrier Cos., Inc., 2.375%, due 05/15/26		234,731
					234,731
Total Convertible Bonds (Cost $32,406,107)					24,723,852
CORPORATE BONDS/NOTES: 61.0%
			Advertising: 0.4%
	1,830,000	C	Interpublic Group of Cos., Inc., 7.250%, due 08/15/11		960,750
	115,000	C	Visant Holding Corp., 10.250%, due 12/01/13		85,675
					1,046,425
			Aerospace/Defense: 4.2%
	2,310,000	C	BE Aerospace, Inc., 8.500%, due 07/01/18		2,084,775
	5,815,000	C	DRS Technologies, Inc., 6.875%, due 11/01/13		5,791,810
	2,000,000	C	Esterline Technologies Corp., 6.625%, due 03/01/17		1,710,000
	2,500,000	C	Esterline Technologies Corp., 7.750%, due 06/15/13		2,187,500
					11,774,085
			Agriculture: 0.9%
	1,765,000	C	Alliance One International, Inc., 8.500%, due 05/15/12		1,306,100
	1,415,000	C	Alliance One International, Inc., 11.000%, due 05/15/12		1,181,525
					2,487,625
			Airlines: 0.2%
	390,000	C	AMR Corp., 8.608%, due 04/01/11		253,500
	120,959	C	Continental Airlines, Inc., 7.461%, due 04/01/13		84,672
	284,194	C	Continental Airlines, Inc., 7.461%, due 04/01/15		196,094
					534,266
			Auto Manufacturers: 0.0%
	555,000	C	General Motors Corp., 8.375%, due 07/15/33		99,900
					99,900

Principal Amount				Value
			Auto Parts & Equipment: 1.8%
$	760,000	C	Accuride Corp., 8.500%, due 02/01/15	$	252,700
	2,065,000	&,#,C	Allison Transmission, Inc., 11.250%, due 11/01/15		826,000
	380,000	C	Cooper Standard Automotive, Inc., 7.000%, due 12/15/12		115,900
	345,000	C	Cooper Standard Automotive, Inc., 8.375%, due 12/15/14		62,100
	571,000		Goodyear Tire & Rubber Co., 4.943%, due 04/30/14		312,623
	2,600,000	C	Lear Corp., 8.750%, due 12/01/16		767,000
	1,971,000	C	Tenneco, Inc., 8.625%, due 11/15/14		758,835
	1,000,000	C	Titan International, Inc., 8.000%, due 01/15/12		745,000
	2,470,000	#,C	TRW Automotive, Inc., 7.250%, due 03/15/17		1,272,050
	220,000	C	United Components, Inc., 9.375%, due 06/15/13		93,500
					5,205,708
			Banks: 0.4%
	140,000	C	BAC Capital Trust VI, 5.625%, due 03/08/35		117,962
	306,000	C	Bank of America Corp., 8.000%, due 12/01/49		220,418
	1,040,000	C	Citigroup, Inc., 8.400%, due 04/29/49		688,002
					1,026,382
			Beverages: 0.1%
	175,000	C	Constellation Brands, Inc., 8.375%, due 12/15/14		167,125
					167,125
			Biotechnology: 0.3%
	1,200,000	C	Bio-Rad Laboratories, Inc., 6.125%, due 12/15/14		969,000
					969,000
			Building Materials: 0.7%
	310,000		Hudson Product Corp., 8.000%, due 08/27/15		244,900
	400,000	C	Nortek, Inc., 10.000%, due 12/01/13		274,000
	1,790,000	C	Texas Industries, Inc., 7.250%, due 07/15/13		1,391,725
					1,910,625
			Chemicals: 1.4%
	4,000,000	±	Arco Chemical Co., 9.800%, due 02/01/20		460,000
	1,250,000	C	Chemtura Corp., 6.875%, due 06/01/16		643,750
	4,500,000	C	Georgia Gulf Corp., 9.500%, due 10/15/14		1,372,500
	1,500,000	C	Georgia Gulf Corp., 10.750%, due 10/15/16		367,500
	320,000	@@,#,C	Ineos Group Holdings PLC, 8.500%, due 02/15/16		30,400

See Accompanying Notes to Financial Statements
212

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Chemicals (continued)
$	2,050,000	±	Millennium America, Inc., 7.625%, due 11/15/26	$	71,750
	1,956,000	@@,C	Nova Chemicals Corp., 6.500%, due 01/15/12		821,520
	1,200,000	@@,C	Nova Chemicals Corp., 7.875%, due 09/15/25		312,000
					4,079,420
			Coal: 0.7%
	420,000	@@,#,C	Griffin Coal Mining Co. Pty Ltd., 9.500%, due 12/01/16		142,800
	2,620,000	C	Massey Energy Co., 6.875%, due 12/15/13		1,951,900
					2,094,700
			Commercial Services: 1.4%
	234,891		ACE Cash Express, Inc., 6.035%, due 10/05/13		120,382
	630,000	#,C	Ceridian Corp., 11.500%, due 11/15/15		336,263
	500,000	&,#,C	Ceridian Corp., 12.250%, due 11/15/15		246,875
	342,018		NCO Group, Inc., 6.193%, due 05/15/13		271,904
	1,350,000	C	NCO Group, Inc., 7.024%, due 11/15/13		681,750
	350,000	C	NCO Group, Inc., 11.875%, due 11/15/14		176,750
	210,000	C	Sheridan Group, Inc., 10.250%, due 08/15/11		148,313
	2,130,000	#,C	Ticketmaster, 10.750%, due 08/01/16		1,160,850
	1,000,000	C	United Rentals North America, Inc., 6.500%, due 02/15/12		795,000
					3,938,087
			Computers: 0.4%
	345,000	C	Activant Solutions, Inc., 9.500%, due 05/01/16		162,150
	472,000	C	Sungard Data Systems, Inc., 9.125%, due 08/15/13		410,640
	626,000	C	SunGard Data Systems, Inc., 10.250%, due 08/15/15		416,290
					989,080
			Distribution/Wholesale: 1.1%
	1,000,000	#,C	ACE Hardware Corp., 9.125%, due 06/01/16		665,000
	750,000	C	Intcomex, Inc., 11.750%, due 01/15/11		339,375
	3,130,000	C	Wesco Distribution, Inc., 7.500%, due 10/15/17		2,061,888
					3,066,263
			Diversified Financial Services: 3.3%
	820	C	AES Red Oak, LLC, 8.540%, due 11/30/19		726
	760,000	C	Altra Industrial Motion, Inc., 9.000%, due 12/01/11		722,000
	460,000	#,C	Buffalo Thunder Development Authority, 9.375%, due 12/15/14		94,300

Principal Amount				Value
$	800,000	@@,#,C	CEVA Group PLC, 10.000%, due 09/01/14	$	597,000
	360,000	#,C	FireKeepers Development Authority, 13.875%, due 05/01/15		225,000
	635,000		Ford Motor Credit Co., LLC, 7.250%, due 10/25/11		464,141
	320,000		Ford Motor Credit Co., LLC, 7.569%, due 01/13/12		208,400
	555,000		Ford Motor Credit Co., LLC, 7.800%, due 06/01/12		389,637
	620,000		Ford Motor Credit Co., LLC, 9.203%, due 04/15/09		599,075
	315,000		Ford Motor Credit Co., LLC, 9.875%, due 08/10/11		232,502
	147,000		General Motors Acceptance Corp., 6.750%, due 12/01/14		168,745
	927,000		General Motors Acceptance Corp., 6.875%, due 09/15/11		949,710
	230,000	&,C	Hawker Beechcraft Acquisition Co. LLC/Hawker Beechcraft Notes Co., 8.875%, due 04/01/15		79,350
	645,000	C,W	Hawker Beechcraft Acquisition Co. LLC/Hawker Beechcraft Notes Co., 9.750%, due 04/01/17		177,375
	420,000	C	Hexion US Finance Corp./Hexion Nova Scotia Finance ULC, 9.750%, due 11/15/14		121,800
	2,335,000	C	Hughes Network Systems LLC/HNS Finance Corp., 9.500%, due 04/15/14		1,908,863
	410,000	C	JPMorgan Chase Capital XVIII, 6.950%, due 08/17/36		346,413
	350,000	C	KAR Holdings, Inc., 8.750%, due 05/01/14		155,750
	645,000	#,C	Nuveen Investments, Inc., 10.500%, due 11/15/15		145,931
	625,341	#,C	Piper Jaffray Equipment Trust Securities, 6.750%, due 04/01/11		443,992
	235,000		SLM Corp., 3.675%, due 07/27/09		221,540
	300,000	@@,#	Successor II Ltd., 18.943%, due 04/06/10		293,235
	250,000	@@,#	Successor II Ltd., 27.193%, due 04/06/10		239,775
	615,000	C	Universal City Florida Holding Co. I/II, 7.943%, due 05/01/10		267,525
	525,000	#,C	USB Realty Corp., 6.091%, due 12/22/49		219,328
					9,272,113
			Electric: 3.0%
	71,000	C	Allegheny Energy Supply, 7.800%, due 03/15/11		70,290
	1,105,000	#,C	Energy Future Holdings, 10.875%, due 11/01/17		790,075
	750,000	@@,#,C	Intergen NV, 9.000%, due 06/30/17		618,750
	286,203		NRG Energy, Inc., 4.200%, due 02/01/13		249,641

See Accompanying Notes to Financial Statements
213

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Electric (continued)
$	582,556		NRG Energy, Inc., 4.450%, due 02/01/13	$	508,134
	1,750,000	C	NRG Energy, Inc., 7.250%, due 02/01/14		1,640,625
	2,395,000	C	NRG Energy, Inc., 7.375%, due 01/15/17		2,209,388
	665,000		PNM Resources, Inc., 9.250%, due 05/15/15		532,000
	2,550,000	#,C	Texas Competitive Electric Holdings Co., LLC, 10.500%, due 11/01/15		1,823,250
					8,442,153
			Electrical Components & Equipment: 1.6%
	2,000,000	C	Anixter International, Inc., 5.950%, due 03/01/15		1,600,000
	1,325,000	C	Belden, Inc., 7.000%, due 03/15/17		1,000,375
	3,050,000	C	General Cable Corp., 7.125%, due 04/01/17		2,028,250
					4,628,625
			Electronics: 0.3%
	1,000,000	C	Itron, Inc., 7.750%, due 05/15/12		866,250
					866,250
			Energy-Alternate Sources: 0.0%
	225,000	±,C	VeraSun Energy Corp., 9.375%, due 06/01/17		28,125
					28,125
			Engineering & Construction: 0.6%
	290,000	C	Dycom Industries, Inc., 8.125%, due 10/15/15		205,900
	1,980,000	#,C	Esco Corp., 8.625%, due 12/15/13		1,395,900
	500,000		Landsource Communities Development, 9.820%, due 02/22/14		17,292
					1,619,092
			Entertainment: 1.6%
	450,000	C	AMC Entertainment, Inc., 11.000%, due 02/01/16		316,688
	215,000	C	Marquee Holdings, Inc., 12.000%, due 08/15/14		110,725
	2,310,000	#,C	Mashantucket Western Pequot Tribe, 8.500%, due 11/15/15		918,225
	526,460		New World Gaming Partners, 8.750%, due 07/16/14		234,274
	387,000	C	Pinnacle Entertainment, Inc., 8.250%, due 03/15/12		296,055
	2,500,000	C	Scientific Games Corp., 6.250%, due 12/15/12		2,025,000
	255,000	#,C	Scientific Games Corp., 7.875%, due 06/15/16		206,550
	775,000	#,C	Shingle Springs Tribal Gaming Authority, 9.375%, due 06/15/15		391,375
					4,498,892

Principal Amount				Value
			Environmental Control: 0.3%
$	825,000	C	Waste Services, Inc., 9.500%, due 04/15/14	$	589,875
	425,000	C	WCA Waste Corp., 9.250%, due 06/15/14		316,625
					906,500
			Forest Products & Paper: 0.5%
	2,000,000	C	Exopack Holding Corp., 11.250%, due 02/01/14		1,180,000
	400,000	#,C	Georgia-Pacific Corp., 7.125%, due 01/15/17		338,000
					1,518,000
			Hand/Machine Tools: 1.0%
	3,575,000	C	Baldor Electric Co., 8.625%, due 02/15/17		2,681,250
					2,681,250
			Healthcare-Products: 1.2%
	1,860,000	&,C	Biomet, Inc., 10.375%, due 10/15/17		1,478,700
	400,000	C	Biomet, Inc., 11.625%, due 10/15/17		344,000
	812,184		PTS Acquisition, 5.122%, due 04/10/14		493,402
	1,750,000	C	Universal Hospital Services, Inc., 5.943%, due 06/01/15		1,076,250
					3,392,352
			Healthcare-Services: 2.6%
	2,365,000	C	Community Health Systems, Inc., 8.875%, due 07/15/15		2,187,625
	660,000	C	HCA, Inc., 9.250%, due 11/15/16		607,200
	1,725,000	&,C	HCA, Inc., 9.625%, due 11/15/16		1,349,813
	915,000	C	LifePoint Hospitals, Inc., 3.500%, due 05/15/14		623,344
	2,035,000	C	Psychiatric Solutions, Inc., 7.750%, due 07/15/15		1,505,900
	415,000	C	Select Medical Corp., 7.625%, due 02/01/15		222,025
	205,000	C	Select Medical Corp., 8.834%, due 09/15/15		107,625
	800,000	&,#,C	Surgical Care Affiliates, Inc., 8.875%, due 07/15/15		492,000
	145,000	C	United Surgical Partners International, Inc., 8.875%, due 05/01/17		100,050
	200,000	&,C	United Surgical Partners International, Inc., 9.250%, due 05/01/17		124,000
					7,319,582
			Holding Companies-Diversified: 0.3%
	1,200,000	C	Leucadia National Corp., 7.125%, due 03/15/17		897,000
					897,000
			Home Builders: 0.1%
	570,000	C	Meritage Homes Corp., 6.250%, due 03/15/15		304,950
					304,950

See Accompanying Notes to Financial Statements
214

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Household Products/Wares: 1.2%
$	365,000	#,C	American Achievement Corp., 8.250%, due 04/01/12	$	282,875
	805,000	C	Central Garden & Pet Co., 9.125%, due 02/01/13		478,975
	1,690,000	C	Jarden Corp., 7.500%, due 05/01/17		1,161,875
	765,000	C,W	Yankee Acquisition Corp., 8.500%, due 02/15/15		360,506
	2,800,000	C	Yankee Acquisition Corp., 9.750%, due 02/15/17		1,190,000
					3,474,231
			Insurance: 1.1%
	545,000	#,C	Alliant Holdings I, Inc., 11.000%, due 05/01/15		297,025
	148,500		Alliant Insurance Services, 5.843%, due 08/21/14		89,100
	296,498		Amwins Group, Inc., 5.213%, due 06/11/13		174,934
	900,000	#,C	HUB International Holdings, Inc., 10.250%, due 06/15/15		401,625
	403,391		HUB International Ltd., 3.967%, due 06/13/14		233,967
	90,668		HUB International Ltd., 5.300%, due 06/13/14		52,588
	1,000,000	#,C	Liberty Mutual Group, Inc., 7.000%, due 03/15/37		477,466
	1,950,000	#,C	Liberty Mutual Group, Inc., 10.750%, due 06/15/58		1,073,885
	390,000	#,C	MBIA Insurance Corp., 14.000%, due 01/15/33		199,049
					2,999,639
			Internet: 0.6%
	2,330,000	#,C	Expedia, Inc., 8.500%, due 07/01/16		1,747,500
					1,747,500
			Iron/Steel: 0.4%
	3,175,000	@@,#,C	Algoma Acquisition Corp., 9.875%, due 06/15/15		1,222,375
					1,222,375
			Leisure Time: 0.2%
	775,000	#,C	Pegasus Solutions, Inc., 10.500%, due 04/15/15		530,875
					530,875
			Machinery-Diversified: 0.6%
	27,000	C	Columbus McKinnon Corp., 8.875%, due 11/01/13		22,815
	1,800,000	C	Gardner Denver, Inc., 8.000%, due 05/01/13		1,593,000
					1,615,815
			Media: 0.9%
	745,000	C	Charter Communications Holdings II, LLC, 10.250%, due 09/15/10		346,425
	680,000	#,C	Charter Communications Operating, LLC, 8.375%, due 04/30/14		523,600

Principal Amount				Value
$	840,000	C	Dex Media West, LLC, 9.875%, due 08/15/13	$	201,600
	250,000	C	Echostar DBS Corp., 6.625%, due 10/01/14		209,375
	710,000	C	Echostar DBS Corp., 7.125%, due 02/01/16		596,400
	310,003	C	Nexstar Finance Holdings, LLC, 11.375%, due 04/01/13		135,239
	370,000	@@,C	Quebecor Media, Inc., 7.750%, due 03/15/16		251,600
	1,375,000	&,#,C	Univision Communications, Inc., 9.750%, due 03/15/15		178,750
					2,442,989
			Metal Fabricate/Hardware: 1.0%
	3,575,000	C	Mueller Water Products, 7.375%, due 06/01/17		2,448,875
	100,703		Niagara Corp., 7.801%, due 07/03/14		46,323
	612,646	&,#,C	Rexnord Holdings, Inc., 9.810%, due 03/01/13		336,956
					2,832,154
			Mining: 1.6%
	1,545,000	C	Freeport-McMoRan Copper & Gold, Inc., 7.084%, due 04/01/15		1,021,631
	2,755,000	C	Noranda Aluminium Acquisition Corp., 6.595%, due 05/15/15		950,475
	375,000	&,C	Noranda Aluminium Holding Corp., 8.345%, due 11/15/14		61,875
	4,000,000	@@,C	Novelis, Inc., 7.250%, due 02/15/15		2,340,000
					4,373,981
			Miscellaneous Manufacturing: 0.6%
	505,000	C	AGY Holding Corp., 11.000%, due 11/15/14		305,525
	1,695,000	C	American Railcar Industries, Inc., 7.500%, due 03/01/14		1,127,175
	883,000	C	Park-Ohio Industries, Inc., 8.375%, due 11/15/14		366,445
					1,799,145
			Oil & Gas: 6.1%
	335,000	#,C	Atlas Energy Resources LLC, 10.750%, due 02/01/18		206,025
	380,000	C	Berry Petroleum Co., 8.250%, due 11/01/16		207,100
	415,000	C	Chaparral Energy, Inc., 8.875%, due 02/01/17		85,075
	1,331,000	C	Frontier Oil Corp., 6.625%, due 10/01/11		1,211,210
	2,215,000	#,C	Hilcorp Energy I LP, 7.750%, due 11/01/15		1,572,650
	750,000	#,C	Hilcorp Energy I LP, 9.000%, due 06/01/16		540,000
	760,000	C	Mariner Energy, Inc., 7.500%, due 04/15/13		490,200
	360,000	C	McMoRan Exploration Co., 11.875%, due 11/15/14		257,400
	850,000	C	Parallel Petroleum Corp., 10.250%, due 08/01/14		544,000

See Accompanying Notes to Financial Statements
215

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Oil & Gas (continued)
$	2,490,000	#,C	PetroHawk Energy Corp., 7.875%, due 06/01/15	$	1,855,050
	1,225,000	C	PetroHawk Energy Corp., 9.125%, due 07/15/13		998,375
	1,930,000	C	Plains Exploration & Production Co., 7.625%, due 06/01/18		1,331,700
	3,745,000	C	Quicksilver Resources, Inc., 7.125%, due 04/01/16		2,022,300
	350,000	C	Quicksilver Resources, Inc., 8.250%, due 08/01/15		224,000
	200,000	C	SandRidge Energy, Inc., 5.060%, due 04/01/14		106,495
	1,865,000	#,C	SandRidge Energy, Inc., 8.000%, due 06/01/18		1,044,400
	1,600,000	&,C	SandRidge Energy, Inc., 8.625%, due 04/01/15		848,000
	2,170,000	C	Tesoro Corp., 6.500%, due 06/01/17		1,201,638
	4,260,000	C	Tesoro Corp., 6.625%, due 11/01/15		2,492,100
					17,237,718
			Oil & Gas Services: 0.1%
	200,000	C	Complete Production Services, Inc., 8.000%, due 12/15/16		127,000
	500,000	@@,#,C	Sevan Marine ASA, 5.525%, due 05/14/13		275,000
					402,000
			Packaging & Containers: 3.0%
	2,075,000	C	AEP Industries, Inc., 7.875%, due 03/15/13		1,182,750
	2,510,000	C	Crown Cork & Seal Co., Inc., 7.375%, due 12/15/26		1,869,950
	1,370,000	C	Graham Packaging Co., Inc., 8.500%, due 10/15/12		982,975
	3,110,000	C	Graham Packaging Co., Inc., 9.875%, due 10/15/14		1,928,200
	3,770,000	C	Graphic Packaging International Corp., 9.500%, due 08/15/13		2,620,150
					8,584,025
			Pharmaceuticals: 0.9%
	14,000	@@,C	Elan Finance PLC, 7.750%, due 11/15/11		8,330
	907,531		Rexnord Loan 03/02/13, 6.176%, due 12/06/13		796,358
	2,000,000	C	Warner Chilcott Corp., 8.750%, due 02/01/15		1,790,000
					2,594,688
			Pipelines: 0.8%
	1,500,000	C	Holly Energy Partners LP, 6.250%, due 03/01/15		1,012,500
	1,500,000	C	MarkWest Energy Partners L.P./ MarkWest Energy Finance Corp., 8.750%, due 04/15/18		937,500
	450,000	C	TEPPCO Partners L.P., 7.000%, due 06/01/67		241,524
					2,191,524

Principal Amount					Value
				Real Estate: 1.2%
$	1,200,000		C	BF Saul Reit, 7.500%, due 03/01/14	$	1,056,000
	2,425,000		C	Forest City Enterprises, Inc., 6.500%, due 02/01/17		860,875
	1,915,000		C	Forest City Enterprises, Inc., 7.625%, due 06/01/15		679,825
	54,000		C	iStar Financial, Inc., 6.500%, due 12/15/13		16,212
	1,750,000		#,C	Rouse Co. LP/TRC Co. - Issuer, Inc., 6.750%, due 05/01/13		638,750
						3,251,662
				Retail: 2.0%
	800,000		C	Brown Shoe Co., Inc., 8.750%, due 05/01/12		596,000
	390,000		&,C,W	General Nutrition Centers, Inc., 7.584%, due 03/15/14		220,350
	3,570,000		C	Sally Holdings, LLC, 10.500%, due 11/15/16		2,445,450
	1,845,000		C	Sonic Automotive, Inc., 5.250%, due 05/07/09		1,577,475
	1,850,000		C	Sonic Automotive, Inc., 8.625%, due 08/15/13		698,375
						5,537,650
				Savings & Loans: 0.0%
	34,000		C	Western Financial Bank, 9.625%, due 05/15/12		33,521
						33,521
				Semiconductors: 0.2%
	1,980,000		C	Freescale Semiconductor, Inc., 5.871%, due 12/15/14		683,100
	14,000		@@,C	MagnaChip Semiconductor SA, 8.000%, due 12/15/14		140
						683,240
				Software: 1.4%
	5,230,000		C	First Data Corporation, 9.875%, due 09/24/15		3,190,289
	1,225,000		C	Vangent, Inc., 9.625%, due 02/15/15		718,156
						3,908,445
				Telecommunications: 5.5%
	159,134			Aeroflex, Inc., 5.239%, due 08/15/14		100,255
	900,000		#,C	Aeroflex, Inc., 11.750%, due 02/15/15		590,625
	461,965	��	@@	BCE, Inc., 7.840%, due 10/31/14		319,251
	700,000		C	Broadview Networks Holdings, Inc., 11.375%, due 09/01/12		486,500
	325,000		C	Cincinnati Bell, Inc., 8.375%, due 01/15/14		251,875
	1,000,000			Corning, Inc., 8.875%, due 08/15/21		983,524
	2,050,000		C	Cricket Communications, Inc., 9.375%, due 11/01/14		1,855,250
	465,000		C	Frontier Communications Co., 9.000%, due 08/15/31		295,275
	995,000		C	GCI, Inc., 7.250%, due 02/15/14		781,075

See Accompanying Notes to Financial Statements
216

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Telecommunications (continued)
$	500,000	#,C	Intelsat Corp., 9.250%, due 06/15/16	$	457,500
	590,000	@@,C	Intelsat Jackson Holdings Ltd., 11.250%, due 06/15/16		539,850
	1,500,000	@@,#,C	Intelsat Jackson Holdings Ltd., 11.500%, due 06/15/16		1,402,500
	1,000,000	@@,#,C	Intelsat Subsidiary Holding Co., Ltd., 8.500%, due 01/15/13		930,000
	520,000	&,C	iPCS, Inc., 6.443%, due 05/01/14		319,800
	200,000	C	MasTec, Inc., 7.625%, due 02/01/17		151,250
	1,575,000	C	PAETEC Holding Corp., 9.500%, due 07/15/15		945,000
	540,000	C	Qwest Communications International, Inc., 7.500%, due 02/15/14		388,800
	960,000	C	Qwest Corp., 8.875%, due 03/15/12		892,800
	910,000	C	Sprint Capital Corp., 6.875%, due 11/15/28		542,549
	300,000	C	Sprint Capital Corp., 8.750%, due 03/15/32		202,881
	670,000	C	Sprint Nextel Corp., 6.000%, due 12/01/16		473,027
	39,677	@@	Telesat Canada, Inc., 5.801%, due 10/31/14		27,420
	220,000	#,C	Telesat Canada/Telesat, LLC, 11.000%, due 11/01/15		158,400
	550,000	#,C	Telesat Canada/Telesat, LLC, 12.500%, due 11/01/17		332,750
	200,000	C	West Corp., 9.500%, due 10/15/14		111,000
	220,000	C	West Corp., 11.000%, due 10/15/16		103,400
	1,980,000	C	Windstream Corp., 8.625%, due 08/01/16		1,762,200
					15,404,757
			Textiles: 0.2%
	1,000,000	#,C	Invista, 9.250%, due 05/01/12		705,000
					705,000
			Transportation: 0.4%
	405,000	C	Bristow Group, Inc., 7.500%, due 09/15/17		273,375
	880,000	@@,C	Kansas City Southern de Mexico SA de CV, 7.375%, due 06/01/14		724,416
					997,791
			Trucking & Leasing: 0.6%
	2,335,000	C	Greenbrier Cos., Inc., 8.375%, due 05/15/15		1,672,444
					1,672,444
Total Corporate Bonds/Notes (Cost $230,524,491)					172,006,744
ASSET-BACKED SECURITIES: 0.1%
			Home Equity Asset-Backed Securities: 0.1%
	205,631	C	Ameriquest Mortgage Securities, Inc., 1.821%, due 02/25/33		119,943

Principal
Amount

Value

158,766

Morgan Stanley Capital, Inc.,
1.671%, due 06/25/33

100,616

220,559

Other Asset-Backed Securities: 0.0%

120,000

Bear Stearns Asset-Backed
Securities, Inc., 0.921%,
due 01/25/47

35,905

35,905

Total Asset-Backed Securities
(Cost $356,999)

256,464

COLLATERALIZED MORTGAGE OBLIGATIONS: 0.2%

1,000,000

#,C

Timberstar Trust, 7.530%,
due 10/15/36

639,400

Total Collateralized Mortgage
Obligations
(Cost $1,008,792)

639,400

MUNICIPAL BONDS: 0.3%

North Carolina: 0.3%

1,500,000

City of Charlotte,
5.600%, due 07/01/27

791,190

Total Municipal Bonds
(Cost $743,129)

791,190

Total Long-Term Investments
(Cost $311,665,942)

236,381,059

Value

SHORT-TERM INVESTMENTS: 14.9%

Affiliated Mutual Fund: 14.9%

41,944,919

ING Institutional Prime Money
Market Fund - Class I

41,944,919

Total Short-Term Investments
(Cost $41,944,919)

41,944,919

Total Investments in Securities (Cost $353,610,861)*	98.7	%	$	278,325,978
Other Assets and Liabilities - Net	1.3			3,784,547
Net Assets	100.0	%	$	282,110,525

@ Non-income producing security

@@ Foreign Issuer

& Payment-in-kind

+ Step 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.

W Settlement is on a when-issued or delayed-delivery basis.

± Defaulted security

* Cost for federal income tax purposes is $353,678,290.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	3,273,990
Gross Unrealized Depreciation		(78,626,302	)
Net Unrealized Depreciation	$	(75,352,312	)

See Accompanying Notes to Financial Statements
217

PORTFOLIO OF INVESTMENTS
ING PIONEER HIGH YIELD PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	72,174,695	$	—
Level 2 — Other Significant Observable Inputs		203,420,808		—
Level 3 — Significant Unobservable Inputs		2,730,475		—
Total	$	278,325,978	$	—

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the year ended December 31, 2008, was as follows:

	Investments in Securities			Other Financial Instruments*
Beginning Balance at 12/31/07	$	1,945,402		$	—
Net Purchases/(Sales)		1,980,910			—
Accrued Discounts/(Premiums)		513			—
Total Realized Gain/(Loss)		1,252,373			—
Total Unrealized Appreciation/(Depreciation)		(503,321	)		—
Net Transfers In/(Out) of Level 3		(1,945,402	)		—
Ending Balance at 12/31/08	$	2,730,475		$	—

For the year ended December 31, 2008, total change in unrealized gain (loss) on Level 3 securities included in the change in net assets was $(1,224,943). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

See Accompanying Notes to Financial Statements
218

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 99.7%
			Advertising: 0.6%
	119,100	@	Clear Channel Outdoor Holdings, Inc.	$	732,464
	52,200	@,L	Lamar Advertising Co.		655,632
	53,600		Omnicom Group		1,442,912
					2,831,008
			Aerospace/Defense: 2.3%
	26,400	@,L	Alliant Techsystems, Inc.		2,264,064
	83,700	@@,L	Empresa Brasileira de Aeronautica SA ADR		1,356,777
	106,100		Goodrich Corp.		3,927,822
	106,900		Rockwell Collins, Inc.		4,178,721
					11,727,384
			Agriculture: 0.6%
	57,600		Lorillard, Inc.		3,245,760
					3,245,760
			Airlines: 0.5%
	75,300		Skywest, Inc.		1,400,580
	125,000		Southwest Airlines Co.		1,077,500
					2,478,080
			Apparel: 0.5%
	120,400	@	Coach, Inc.		2,500,708
					2,500,708
			Auto Manufacturers: 0.2%
	43,100		Paccar, Inc.		1,232,660
					1,232,660
			Auto Parts & Equipment: 0.3%
	80,000		WABCO Holdings, Inc.		1,263,200
					1,263,200
			Banks: 1.1%
	91,900		Northern Trust Corp.		4,791,666
	27,500	@	SVB Financial Group		721,325
					5,512,991
			Beverages: 0.7%
	64,500		Brown-Forman Corp.		3,321,105
					3,321,105
			Biotechnology: 2.9%
	33,200	@	Alexion Pharmaceuticals, Inc.		1,201,508
	47,500	@,L	Amylin Pharmaceuticals, Inc.		515,375
	28,200	@	Biogen Idec, Inc.		1,343,166
	54,700	@	Charles River Laboratories International, Inc.		1,433,140
	128,000	@,L	Illumina, Inc.		3,334,400
	40,300	@	Life Technologies Corp.		939,393
	45,100	@,L	Martek Biosciences Corp.		1,366,981
	27,000	@	Millipore Corp.		1,391,040
	23,600	@	Myriad Genetics, Inc.		1,563,736
	56,400	@	Vertex Pharmaceuticals, Inc.		1,713,432
					14,802,171
			Chemicals: 2.8%
	31,400		Air Products & Chemicals, Inc.		1,578,478
	48,800		Albemarle Corp.		1,088,240
	23,200		CF Industries Holdings, Inc.		1,140,512

Shares				Value
	114,500		Ecolab, Inc.	$	4,024,675
	149,400	@,L	Intrepid Potash, Inc.		3,103,038
	36,800		Sherwin-Williams Co.		2,198,800
	34,000	L	Sigma-Aldrich Corp.		1,436,160
					14,569,903
			Coal: 1.0%
	70,900		Arch Coal, Inc.		1,154,961
	49,500		Consol Energy, Inc.		1,414,710
	74,200		Foundation Coal Holdings, Inc.		1,040,284
	48,800		Massey Energy Co.		672,952
	44,400		Peabody Energy Corp.		1,010,100
					5,293,007
			Commercial Services: 8.0%
	63,100	@	Apollo Group, Inc. - Class A		4,834,722
	55,700		Corporate Executive Board Co.		1,228,742
	54,200		DeVry, Inc.		3,111,622
	51,800		Equifax, Inc.		1,373,736
	37,600		Global Payments, Inc.		1,232,904
	93,400	@	Iron Mountain, Inc.		2,309,782
	35,100	@	ITT Educational Services, Inc.		3,333,798
	41,600		Manpower, Inc.		1,413,984
	39,000		McKesson Corp.		1,510,470
	106,800	@	Monster Worldwide, Inc.		1,291,212
	83,200		Moody's Corp.		1,671,488
	27,000	@,@@	New Oriental Education & Technology Group ADR		1,482,570
	136,600		Paychex, Inc.		3,589,848
	126,500	@	Quanta Services, Inc.		2,504,700
	175,500	@@,L	Ritchie Brothers Auctioneers, Inc.		3,759,210
	79,400		Robert Half International, Inc.		1,653,108
	62,500	@,L	Vistaprint Ltd.		1,163,125
	245,800		Western Union Co.		3,524,772
					40,989,793
			Computers: 2.3%
	151,000	@	Cognizant Technology Solutions Corp.		2,727,060
	73,600		Jack Henry & Associates, Inc.		1,428,576
	62,500	@,@@,L	Logitech International SA		973,750
	167,700	@	NetApp, Inc.		2,342,769
	117,600	@	Perot Systems Corp.		1,607,592
	262,400		Seagate Technology, Inc.		1,162,432
	70,800	@	Synopsys, Inc.		1,311,216
					11,553,395
			Cosmetics/Personal Care: 1.1%
	229,600		Avon Products, Inc.		5,517,287
					5,517,287
			Distribution/Wholesale: 0.9%
	61,500	L	Fastenal Co.		2,143,275
	32,900		WW Grainger, Inc.		2,593,836
					4,737,111
			Diversified Financial Services: 2.8%
	15,400	L	Blackrock, Inc.		2,065,910
	5,400		CME Group, Inc.		1,123,794
	76,000		Eaton Vance Corp.		1,596,760
	52,200		Federated Investors, Inc.		885,312
	20,300		Franklin Resources, Inc.		1,294,734
	59,000	@	Interactive Brokers Group, Inc.		1,055,510
	37,200	@	IntercontinentalExchange, Inc.		3,066,768

See Accompanying Notes to Financial Statements
219

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Diversified Financial Services (continued)
	100,100		Janus Capital Group, Inc.	$	803,803
	50,000	@@	Lazard Ltd.		1,487,000
	70,000		OptionsXpress Holdings, Inc.		935,200
					14,314,791
			Electrical Components & Equipment: 0.5%
	76,150		Ametek, Inc.		2,300,492
	25,200	@,L	General Cable Corp.		445,788
					2,746,280
			Electronics: 3.6%
	62,200		Amphenol Corp.		1,491,556
	90,900	@	Cogent, Inc.		1,233,513
	44,700	@	Cymer, Inc.		979,377
	69,300	@	Dolby Laboratories, Inc.		2,270,268
	47,600	@	Flir Systems, Inc.		1,460,368
	109,400		Gentex Corp.		966,002
	48,600	@	II-VI, Inc.		927,774
	18,000	@,L	Itron, Inc.		1,147,320
	128,600		Jabil Circuit, Inc.		868,050
	15,500	@,@@	Mettler Toledo International, Inc.		1,044,700
	70,600		National Instruments Corp.		1,719,816
	109,500	@	Trimble Navigation Ltd.		2,366,295
	55,800	@	Waters Corp.		2,045,070
					18,520,109
			Energy-Alternate Sources: 0.1%
	206,300	@	GT Solar International, Inc.		596,207
					596,207
			Engineering & Construction: 1.3%
	80,000		Fluor Corp.		3,589,600
	82,100	@,@@	Foster Wheeler Ltd.		1,919,498
	117,700	@	McDermott International, Inc.		1,162,876
					6,671,974
			Entertainment: 0.7%
	68,200	@	DreamWorks Animation SKG, Inc.		1,722,732
	140,300		International Game Technology		1,668,167
					3,390,899
			Environmental Control: 0.9%
	80,200		Republic Services, Inc.		1,988,158
	48,400	@	Stericycle, Inc.		2,520,672
					4,508,830
			Food: 1.3%
	50,400		Hershey Co.		1,750,896
	33,100		JM Smucker Co.		1,435,216
	114,100		McCormick & Co., Inc.		3,635,226
					6,821,338
			Healthcare-Products: 6.6%
	103,900	@	American Medical Systems Holdings, Inc.		934,061
	46,300	@,L	Arthrocare Corp.		220,851
	18,600		Becton Dickinson & Co.		1,272,054
	49,300		CR Bard, Inc.		4,154,018
	58,100		Densply International, Inc.		1,640,744
	23,300	@	Edwards Lifesciences Corp.		1,280,335
	41,700	@	Gen-Probe, Inc.		1,786,428
	52,900	@	Henry Schein, Inc.		1,940,901
	84,000	@,L	Hologic, Inc.		1,097,880

Shares				Value
	62,100	@,L	Idexx Laboratories, Inc.	$	2,240,568
	19,000	@,L	Intuitive Surgical, Inc.		2,412,810
	40,300	@	Masimo Corp.		1,202,149
	53,900	@	Patterson Cos., Inc.		1,010,625
	85,500	@,@@,L	Qiagen NV		1,501,380
	36,800	@	Resmed, Inc.		1,379,264
	141,800	@	St. Jude Medical, Inc.		4,673,728
	33,200		Techne Corp.		2,142,064
	52,700	@	Varian Medical Systems, Inc.		1,846,608
	30,800	@	Zimmer Holdings, Inc.		1,244,936
					33,981,404
			Healthcare-Services: 2.8%
	41,800		Cigna Corp.		704,330
	22,000	@	Covance, Inc.		1,012,660
	51,750	@	Coventry Health Care, Inc.		770,040
	34,400	@	DaVita, Inc.		1,705,208
	70,000	@	Health Net, Inc.		762,300
	51,100	@	Humana, Inc.		1,905,008
	39,000	@	Laboratory Corp. of America Holdings		2,511,990
	59,700	@	Lincare Holdings, Inc.		1,607,721
	64,000		Quest Diagnostics		3,322,240
					14,301,497
			Home Builders: 0.6%
	33,500	L	Centex Corp.		356,440
	41,000	L	KB Home		558,420
	41,700		Lennar Corp.		361,539
	46,900		Pulte Homes, Inc.		512,617
	65,000	@	Toll Brothers, Inc.		1,392,950
					3,181,966
			Household Products/Wares: 0.4%
	41,000		Clorox Co.		2,277,960
					2,277,960
			Insurance: 1.8%
	35,100		AON Corp.		1,603,368
	28,400	@,@@	Arch Capital Group Ltd.		1,990,840
	27,100		Assurant, Inc.		813,000
	51,000	@@	Axis Capital Holdings Ltd.		1,485,120
	69,500		HCC Insurance Holdings, Inc.		1,859,125
	28,000	@@	RenaissanceRe Holdings Ltd.		1,443,680
					9,195,133
			Internet: 3.2%
	7,100	@,@@,L	Baidu.com ADR		927,047
	41,200	@@,L	Ctrip.com International Ltd. ADR		980,560
	55,600	@	Digital River, Inc.		1,378,880
	240,300	@	Expedia, Inc.		1,980,072
	70,200	@	F5 Networks, Inc.		1,604,772
	90,300	@	McAfee, Inc.		3,121,671
	30,400	@,L	Priceline.com, Inc.		2,238,960
	44,700	@,@@,L	Sina Corp.		1,034,805
	86,500	@	Symantec Corp.		1,169,480
	108,300	@	VeriSign, Inc.		2,066,364
					16,502,611
			Iron/Steel: 0.6%
	73,400		Carpenter Technology Corp.		1,507,636
	53,300		Cliffs Natural Resources, Inc.		1,365,013
					2,872,649

See Accompanying Notes to Financial Statements
220

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Leisure Time: 0.4%
	41,500	L	Royal Caribbean Cruises Ltd.	$	570,625
	46,550	@,L	WMS Industries, Inc.		1,252,195
					1,822,820
			Lodging: 1.4%
	64,400		Choice Hotels International, Inc.		1,935,864
	134,000		Marriott International, Inc.		2,606,300
	63,000		Starwood Hotels & Resorts Worldwide, Inc.		1,127,700
	38,600	@,L	Wynn Resorts Ltd.		1,631,236
					7,301,100
			Machinery-Construction & Mining: 0.5%
	84,500		Joy Global, Inc.		1,934,205
	46,600	@	Terex Corp.		807,112
					2,741,317
			Machinery-Diversified: 1.8%
	62,400		Cummins, Inc.		1,667,952
	27,400		Flowserve Corp.		1,411,100
	51,500		Graco, Inc.		1,222,095
	58,500		IDEX Corp.		1,412,775
	53,500		Roper Industries, Inc.		2,322,435
	55,800	@	Zebra Technologies Corp.		1,130,508
					9,166,865
			Media: 2.2%
	76,600		Cablevision Systems Corp.		1,289,944
	28,200	@,@@,L	Central European Media Enterprises Ltd.		612,504
	95,800	@,@@,L	CTC Media, Inc.		459,840
	70,750	@	Discovery Communications, Inc. - Class C		947,343
	50,400	L	Factset Research Systems, Inc.		2,229,696
	114,400		McGraw-Hill Cos., Inc.		2,652,936
	70,200	@@	Shaw Communications, Inc. - Class B		1,241,136
	68,600	@@	WPP PLC ADR		2,029,874
					11,463,273
			Metal Fabricate/Hardware: 1.0%
	63,200		Precision Castparts Corp.		3,759,136
	19,300		Valmont Industries, Inc.		1,184,248
					4,943,384
			Mining: 0.7%
	69,200	@@	Agnico-Eagle Mines Ltd.		3,552,036
					3,552,036
			Miscellaneous Manufacturing: 1.6%
	82,500		Donaldson Co., Inc.		2,776,125
	40,200		Harsco Corp.		1,112,736
	68,100		ITT Corp.		3,131,919
	45,800		Pall Corp.		1,302,094
					8,322,874
			Oil & Gas: 4.4%
	50,600	@	Bill Barrett Corp.		1,069,178
	80,300		Cabot Oil & Gas Corp.		2,087,800
	125,500	@	Concho Resources, Inc.		2,863,910
	30,100		Diamond Offshore Drilling		1,774,094
	89,800	@	Forest Oil Corp.		1,480,802
	67,800	@	Mariner Energy, Inc.		691,560

Shares				Value
	93,000		Murphy Oil Corp.	$	4,124,550
	152,500	@,@@	Nabors Industries Ltd.		1,825,425
	111,900	@	Newfield Exploration Co.		2,210,025
	54,950	@	SandRidge Energy, Inc.		337,943
	34,100		Sunoco, Inc.		1,481,986
	82,000	@	Ultra Petroleum Corp.		2,829,820
					22,777,093
			Oil & Gas Services: 2.9%
	33,900		Baker Hughes, Inc.		1,087,173
	114,400		BJ Services Co.		1,335,048
	153,100	@	Cameron International Corp.		3,138,550
	54,300	@	Complete Production Services, Inc.		442,545
	40,900		Core Laboratories NV		2,448,274
	101,900	@	FMC Technologies, Inc.		2,428,277
	154,100		Smith International, Inc.		3,527,349
	121,600	@	Tetra Technologies, Inc.		590,976
					14,998,192
			Pharmaceuticals: 2.7%
	111,164		Allergan, Inc.		4,482,132
	45,500	@,L	BioMarin Pharmaceuticals, Inc.		809,900
	23,400	@,L	Cephalon, Inc.		1,802,736
	90,200	@,@@	Elan Corp. PLC ADR		541,200
	90,300	@	Express Scripts, Inc.		4,964,694
	92,600	@,L	Warner Chilcott Ltd.		1,342,700
					13,943,362
			Pipelines: 0.3%
	113,900		Williams Cos., Inc.		1,649,272
					1,649,272
			Retail: 7.7%
	43,000		Advance Auto Parts, Inc.		1,446,950
	35,600	@	AnnTaylor Stores Corp.		205,412
	103,900	@	Bed Bath & Beyond, Inc.		2,641,138
	19,400	@	Chipotle Mexican Grill, Inc.		1,111,426
	42,100	@	Copart, Inc.		1,144,699
	65,400	@	Dick's Sporting Goods, Inc.		922,794
	83,400		Family Dollar Stores, Inc.		2,174,238
	41,600		Men's Wearhouse, Inc.		563,264
	65,100	@	O'Reilly Automotive, Inc.		2,001,174
	36,600	@,L	Panera Bread Co.		1,911,984
	57,500		Petsmart, Inc.		1,060,875
	97,200		Ross Stores, Inc.		2,889,756
	72,755		Staples, Inc.		1,303,770
	155,000	@	Starbucks Corp.		1,466,300
	105,400		Tiffany & Co.		2,490,602
	86,050	@@	Tim Hortons, Inc.		2,481,682
	199,500		TJX Cos., Inc.		4,103,715
	36,100	@	Tractor Supply Co.		1,304,654
	72,500	@	Urban Outfitters, Inc.		1,086,050
	91,700		Williams-Sonoma, Inc.		720,762
	196,500		Yum! Brands, Inc.		6,189,750
					39,220,995
			Semiconductors: 6.2%
	196,100		Altera Corp.		3,276,831
	149,500		Analog Devices, Inc.		2,843,490
	229,750	@	Broadcom Corp.		3,898,858
	121,400	@	Fairchild Semiconductor International, Inc.		593,646
	133,500	@	Integrated Device Technology, Inc.		748,935

See Accompanying Notes to Financial Statements
221

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
DIVERSIFIED MID CAP GROWTH PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Semiconductors (continued)
	69,200		Intersil Corp.	$	635,948
	31,800		KLA-Tencor Corp.		692,922
	39,000	@	Lam Research Corp.		829,920
	103,400		Linear Technology Corp.		2,287,208
	307,600	@,@@,L	Marvell Technology Group Ltd.		2,051,692
	86,100		Maxim Integrated Products		983,262
	81,100	@	MEMC Electronic Materials, Inc.		1,158,108
	115,700		Microchip Technology, Inc.		2,259,621
	89,200		National Semiconductor Corp.		898,244
	189,400	@	ON Semiconductor Corp.		643,960
	112,900	@	QLogic Corp.		1,517,376
	74,700	@	Silicon Laboratories, Inc.		1,851,066
	113,400	@	Teradyne, Inc.		478,548
	56,500	@	Varian Semiconductor Equipment Associates, Inc.		1,023,780
	186,500		Xilinx, Inc.		3,323,430
					31,996,845
			Software: 5.7%
	170,560	@	Activision Blizzard, Inc.		1,473,638
	85,400	@	Adobe Systems, Inc.		1,818,166
	116,600	@	American Reprographics Co.		804,540
	52,000	@	Ansys, Inc.		1,450,280
	139,200	@	Autodesk, Inc.		2,735,280
	72,600	@	BMC Software, Inc.		1,953,666
	62,500	@,@@	Check Point Software Technologies		1,186,875
	79,600	@	Citrix Systems, Inc.		1,876,172
	38,300		Dun & Bradstreet Corp.		2,956,760
	114,400	@	Electronic Arts, Inc.		1,834,976
	39,700		Fidelity National Information Services, Inc.		645,919
	35,000	@	Fiserv, Inc.		1,272,950
	116,700	@	Intuit, Inc.		2,776,293
	194,200	@	Red Hat, Inc.		2,567,324
	85,600	@	Salesforce.com, Inc.		2,740,056
	65,300		SEI Investments Co.		1,025,863
					29,118,758
			Telecommunications: 4.4%
	173,400	@	American Tower Corp.		5,084,088
	136,300	@	Crown Castle International Corp.		2,396,154
	138,000	@	JDS Uniphase Corp.		503,700
	247,200	@	Juniper Networks, Inc.		4,328,472
	76,600	@,L	Leap Wireless International, Inc.		2,059,774
	125,000	@	MetroPCS Communications, Inc.		1,856,250
	64,100	@,L	NeuStar, Inc.		1,226,233
	66,600	@	NII Holdings, Inc.		1,210,788
	234,550	@	SBA Communications Corp.		3,827,856
					22,493,315
			Toys/Games/Hobbies: 0.3%
	86,300		Mattel, Inc.		1,380,800
					1,380,800
			Transportation: 2.5%
	81,400		CH Robinson Worldwide, Inc.		4,479,442
	132,200		Expeditors International Washington, Inc.		4,398,294
	105,900		Landstar System, Inc.		4,069,737
					12,947,473
Total Common Stock (Cost $758,147,138)					511,298,985

Value

SHORT-TERM INVESTMENTS: 8.2%

Mutual Fund: 0.3%

1,388,762

T. Rowe Price Reserve
Investment Fund

1,388,762

Total Mutual Fund
(Cost $1,388,762)

1,388,762

Principal
Amount

Value

Securities Lending Collateral^cc: 7.9%

41,021,680

Bank of New York Mellon Corp.
Institutional Cash Reserves

40,336,507

Total Securities Lending Collateral
(Cost $41,021,680)

40,336,507

Total Short-Term Investments
(Cost $42,410,442)

41,725,269

Total Investments in Securities (Cost $800,557,580)*	107.9	%	$	553,024,254
Other Assets and Liabilities - Net	(7.9	)		(40,646,824	)
Net Assets	100.0	%	$	512,377,430

@ 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, 2008.

* Cost for federal income tax purposes is $801,658,857.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	20,177,370
Gross Unrealized Depreciation		(268,811,973	)
Net Unrealized Depreciation	$	(248,634,603	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	511,704,485	$	—
Level 2 — Other Significant Observable Inputs		41,319,769		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	553,024,254	$	—

See Accompanying Notes to Financial Statements
222

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
GROWTH EQUITY PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 96.7%
			Aerospace/Defense: 0.3%
	40,400		General Dynamics Corp.	$	2,326,637
					2,326,637
			Apparel: 0.9%
	145,600		Nike, Inc.		7,425,600
					7,425,600
			Banks: 1.4%
	60,000		Goldman Sachs Group, Inc.		5,063,400
	66,600		Northern Trust Corp.		3,472,524
	92,326		State Street Corp.		3,631,182
					12,167,106
			Beverages: 2.8%
	160,500		Coca-Cola Co.		7,265,835
	303,300		PepsiCo, Inc.		16,611,741
					23,877,576
			Biotechnology: 6.9%
	92,500	@	Amgen, Inc.		5,341,875
	105,358	@	Celgene Corp.		5,824,190
	232,207	@	Genentech, Inc.		19,252,282
	578,500	@	Gilead Sciences, Inc.		29,584,489
					60,002,836
			Chemicals: 1.8%
	61,900		Monsanto Co.		4,354,665
	195,100		Praxair, Inc.		11,581,136
					15,935,801
			Commercial Services: 3.6%
	312,300		Automatic Data Processing, Inc.		12,285,882
	3,100		Mastercard, Inc.		443,083
	144,000		McKesson Corp.		5,577,120
	205,031		Moody's Corp.		4,119,073
	10,200		Visa, Inc.		534,990
	583,100		Western Union Co.		8,361,654
					31,321,802
			Computers: 6.9%
	467,900	@@	Accenture Ltd.		15,342,441
	359,300	@	Apple, Inc.		30,666,255
	311,400	@	Dell, Inc.		3,188,736
	303,200	@	EMC Corp.		3,174,504
	177,200	@,@@	Research In Motion Ltd.		7,190,776
					59,562,712
			Cosmetics/Personal Care: 1.6%
	226,980		Procter & Gamble Co.		14,031,904
					14,031,904
			Diversified Financial Services: 1.2%
	27,700		Blackrock, Inc.		3,715,955
	76,508		Franklin Resources, Inc.		4,879,680
	142,400	@@	Redecard SA		1,569,331
					10,164,966
			Electronics: 0.7%
	193,200	@,L	Dolby Laboratories, Inc.		6,329,232
					6,329,232

Shares				Value
			Food: 2.7%
	143,656	@@	Groupe Danone	$	8,679,663
	240,700	@@	Nestle SA		9,531,273
	211,900		Sysco Corp.		4,860,986
					23,071,922
			Healthcare-Products: 7.1%
	63,800	@@	Alcon, Inc.		5,690,322
	120,100		Baxter International, Inc.		6,436,159
	129,500		Becton Dickinson & Co.		8,856,505
	239,250	@@	Covidien Ltd.		8,670,420
	116,000		Densply International, Inc.		3,275,840
	16,800	@	Intuitive Surgical, Inc.		2,133,432
	467,200		Medtronic, Inc.		14,679,424
	182,700	@	St. Jude Medical, Inc.		6,021,792
	151,300		Stryker Corp.		6,044,435
					61,808,329
			Healthcare-Services: 3.0%
	294,100		Aetna, Inc.		8,381,850
	54,200	@	Humana, Inc.		2,020,576
	369,700	@	WellPoint, Inc.		15,575,461
					25,977,887
			Internet: 9.4%
	560,500	@,L	Amazon.com, Inc.		28,742,440
	328,140	@	Expedia, Inc.		2,703,874
	82,300	@	Google, Inc. - Class A		25,319,595
	194,100	@	McAfee, Inc.		6,710,037
	46,559	@,L	Priceline.com, Inc.		3,429,070
	707,400	@@	Tencent Holdings Ltd.		4,596,494
	500,820	@	VeriSign, Inc.		9,555,646
					81,057,156
			Lodging: 0.0%
	4,800	@,L	Wynn Resorts Ltd.		202,848
					202,848
			Machinery-Diversified: 0.7%
	166,100		Deere & Co.		6,364,952
					6,364,952
			Media: 2.7%
	709,400		McGraw - Hill Cos., Inc.		16,450,986
	398,300	@@	Shaw Communications, Inc. - Class B		7,041,944
					23,492,930
			Mining: 0.6%
	244,200	@@	BHP Billiton Ltd.		5,187,827
					5,187,827
			Miscellaneous Manufacturing: 3.5%
	531,600		Danaher Corp.		30,093,876
					30,093,876
			Oil & Gas: 4.5%
	76,400		Chevron Corp.		5,651,308
	101,700		EOG Resources, Inc.		6,771,186
	240,038		ExxonMobil Corp.		19,162,234
	349,700	@@	Petroleo Brasileiro SA ADR		7,137,377
					38,722,105

See Accompanying Notes to Financial Statements
223

ING T. ROWE PRICE PORTFOLIO OF INVESTMENTS
GROWTH EQUITY PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Oil & Gas Services: 3.0%
	28,000		Baker Hughes, Inc.	$	897,960
	163,000	@	Cameron International Corp.		3,341,500
	403,700		Schlumberger Ltd.		17,088,621
	208,300		Smith International, Inc.		4,767,987
					26,096,068
			Pharmaceuticals: 8.0%
	260,300		Allergan, Inc.		10,495,296
	422,500	@,@@	Elan Corp. PLC ADR		2,535,000
	201,800	@	Express Scripts, Inc.		11,094,964
	576,300	@	Medco Health Solutions, Inc.		24,152,733
	60,300	@@	Novo-Nordisk A/S		3,110,508
	95,900	@@	Teva Pharmaceutical Industries Ltd. ADR		4,082,463
	361,400		Wyeth		13,556,114
					69,027,078
			Retail: 4.1%
	203,300		Costco Wholesale Corp.		10,673,250
	288,226		CVS Caremark Corp.		8,283,615
	202,100		TJX Cos., Inc.		4,157,197
	394,700		Yum! Brands, Inc.		12,433,050
					35,547,112
			Semiconductors: 1.4%
	120,900	@	Broadcom Corp.		2,051,673
	292,400		Intel Corp.		4,286,584
	935,000	@,@@	Marvell Technology Group Ltd.		6,236,450
					12,574,707
			Software: 5.4%
	145,800	@	Adobe Systems, Inc.		3,104,082
	384,300	@	Autodesk, Inc.		7,551,495
	169,900	@	Electronic Arts, Inc.		2,725,196
	150,900	@	Fiserv, Inc.		5,488,233
	1,091,825		Microsoft Corp.		21,225,078
	196,000	@	Salesforce.com, Inc.		6,273,960
					46,368,044
			Telecommunications: 9.4%
	495,000	@	American Tower Corp.		14,513,400
	311,900	@,@@	Bharti Airtel Ltd.		4,597,660
	738,900	@	Cisco Systems, Inc.		12,044,070
	744,000	@	Crown Castle International Corp.		13,079,520
	342,800	@	Juniper Networks, Inc.		6,002,428
	166,000	@,L	Leap Wireless International, Inc.		4,463,740
	557,000	@	MetroPCS Communications, Inc.		8,271,450
	506,100		Qualcomm, Inc.		18,133,563
					81,105,831
			Toys/Games/Hobbies: 1.2%
	27,400	@@	Nintendo Co., Ltd.		10,470,956
					10,470,956
			Transportation: 1.9%
	259,600		Expeditors International Washington, Inc.		8,636,892
	38,700		Union Pacific Corp.		1,849,860
	112,800		United Parcel Service, Inc. - Class B		6,222,048
					16,708,800
Total Common Stock (Cost $1,104,718,927)					837,024,600

Shares			Value
SHORT-TERM INVESTMENTS: 3.3%
		Mutual Fund: 2.7%
	23,328,156	T. Rowe Price Reserve Investment Fund	$	23,328,156
Total Mutual Fund (Cost $23,328,156)				23,328,156
Principal Amount			Value
		Securities Lending Collateral^cc: 0.6%
$	5,150,389	Bank of New York Mellon Corp. Institutional Cash Reserves		4,811,244
Total Securities Lending Collateral (Cost $5,150,389)				4,811,244
Total Short-Term Investments (Cost $28,478,545)				28,139,400

Total Investments in Securities (Cost $1,133,197,472)*	100.0	%	$	865,164,000
Other Assets and Liabilities - Net	0.0			72,973
Net Assets	100.0	%	$	865,236,973

@ 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, 2008.

* Cost for federal income tax purposes is $1,138,225,023.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	19,163,463
Gross Unrealized Depreciation		(292,224,486	)
Net Unrealized Depreciation	$	(273,061,023	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	814,178,375	$	—
Level 2 — Other Significant Observable Inputs		50,985,625		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	865,164,000	$	—

See Accompanying Notes to Financial Statements
224

PORTFOLIO OF INVESTMENTS
ING TEMPLETON FOREIGN EQUITY PORTFOLIO AS OF DECEMBER 31, 2008

Shares					Value
COMMON STOCK: 91.8%
				Australia: 0.6%
	228,986			National Australia Bank Ltd.	$	3,366,473
						3,366,473
				Austria: 1.1%
	433,480			Telekom Austria AG		6,307,189
						6,307,189
				Brazil: 1.8%
	277,660			Empresa Brasileira de Aeronautica SA ADR		4,500,869
	235,084			Petroleo Brasileiro SA ADR		5,757,207
						10,258,076
				China: 1.7%
	989,500			China Shenhua Energy Co., Ltd.		2,121,348
	16,226,000			China Telecom Corp., Ltd.		6,134,040
	4,728,000		@	Shanghai Electric Group Co., Ltd.		1,936,977
						10,192,365
				Denmark: 0.6%
	64,610		@	Vestas Wind Systems A/S		3,802,091
						3,802,091
				France: 12.2%
	116,880			Accor SA		5,757,453
	535,409			AXA SA		12,017,570
	110,340			Compagnie Generale des Etablissements Michelin		5,829,664
	66,470			Electricite de France		3,866,014
	319,260			France Telecom SA		8,898,628
	50,856			Gaz de France		2,524,341
	188,098			Sanofi-Aventis		12,031,335
	235,898			Total SA		12,969,466
	222,360			Vivendi		7,247,603
						71,142,074
				Germany: 11.4%
	176,880			Bayerische Motoren Werke AG		5,521,611
	223,650			Celesio AG		6,020,225
	443,180			Deutsche Post AG		7,429,700
	272,692			E.ON AG		10,549,708
	1,048,290	��	@	Infineon Technologies AG		1,397,656
	81,770			Merck KGaA		7,316,297
	42,390			Muenchener Rueckversicherungs AG		6,494,980
	285,016			SAP AG		10,262,478
	132,023			Siemens AG		9,959,887
	20,820			Siemens AG ADR		1,577,115
						66,529,657
				Hong Kong: 1.7%
	306,300			Cheung Kong Holdings Ltd. ADR		2,897,598
	477,500			China Mobile Ltd.		4,844,770
	287,000			Hutchison Whampoa Ltd.		1,448,838
	84,500			Swire Pacific Ltd.		585,350
						9,776,556
				India: 2.8%
	227,548			Housing Development Finance Corp.		6,963,398
	327,550			ICICI Bank Ltd. ADR		6,305,338

Shares				Value
	351,120		Satyam Computer Services Ltd. ADR	$	3,174,125
					16,442,861
			Israel: 0.8%
	250,680	@	Check Point Software Technologies		4,760,413
					4,760,413
			Italy: 4.2%
	569,517		ENI S.p.A.		13,704,650
	1,620,943		Intesa Sanpaolo S.p.A.		5,888,376
	1,857,978		UniCredito Italiano S.p.A.		4,723,952
					24,316,978
			Japan: 3.8%
	143,300		Fuji Photo Film Co., Ltd.		3,199,045
	109,000		Konica Minolta Holdings, Inc.		848,111
	208,000		NGK Spark Plug Co., Ltd.		1,671,086
	18,100		Nintendo Co., Ltd.		6,916,945
	321,500		Sony Corp.		7,031,820
	43,400		Takeda Pharmaceutical Co., Ltd.		2,262,108
					21,929,115
			Netherlands: 6.1%
	381,895		Koninklijke Philips Electronics NV		7,571,719
	34,782		Randstad Holdings NV		709,824
	561,233		Reed Elsevier NV		6,672,719
	419,380		Royal Dutch Shell PLC - Class B		10,630,631
	287,130		SBM Offshore NV		3,772,255
	245,390		Unilever NV		5,947,752
					35,304,900
			Norway: 1.1%
	960,030		Telenor ASA		6,476,735
					6,476,735
			Portugal: 1.2%
	791,410		Portugal Telecom SGPS SA		6,772,750
					6,772,750
			Singapore: 2.2%
	963,000		DBS Group Holdings Ltd.		5,672,435
	542,690	@	Flextronics International Ltd.		1,389,286
	3,287,000		Singapore Telecommunications Ltd.		5,857,613
					12,919,334
			South Korea: 2.9%
	161,660	@	KB Financial Group, Inc. ADR		4,235,492
	154,230		Korea Electric Power Corp. ADR		1,790,610
	10,963		LG Electronics, Inc.		665,705
	45,093	#	Samsung Electronics Co., Ltd. GDR		8,073,099
	105,740		SK Telecom Co., Ltd. ADR		1,922,353
					16,687,259
			Spain: 4.6%
	536,898		Banco Santander Central Hispano SA		5,186,804
	199,034		Repsol YPF SA		4,249,410
	781,591		Telefonica SA		17,641,813
					27,078,027

See Accompanying Notes to Financial Statements
225

PORTFOLIO OF INVESTMENTS
ING TEMPLETON FOREIGN EQUITY PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Sweden: 1.7%
	656,230		Atlas Copco AB - Class A	$	5,773,831
	598,620		Nordea Bank AB		4,331,920
	55,703		Securitas Systems AB		48,961
					10,154,712
			Switzerland: 10.1%
	19,200		ACE Ltd.		1,016,064
	190,169		Adecco SA		6,510,257
	64,680		Lonza Group AG		5,996,568
	437,470		Nestle SA		17,322,999
	359,706		Novartis AG		18,014,599
	128,551		Swiss Reinsurance		6,294,578
	255,222	@	UBS AG-Reg		3,713,316
					58,868,381
			Taiwan: 1.5%
	1,271,669		Chinatrust Financial Holding Co., Ltd.		544,265
	180,088	#	Compal Electronics, Inc. GDR		473,289
	2,534,579		Taiwan Semiconductor Manufacturing Co., Ltd.		3,458,382
	541,290		Taiwan Semiconductor Manufacturing Co., Ltd. ADR		4,276,191
					8,752,127
			United Kingdom: 17.3%
	873,420		Aviva PLC		4,949,228
	964,850		BAE Systems PLC		5,250,849
	825,960		BP PLC		6,375,947
	471,300		British Sky Broadcasting PLC		3,328,287
	1,100,457		Burberry Group PLC		3,562,968
	384,346		Cadbury PLC		3,345,959
	507,190		Compass Group PLC		2,529,705
	777,437		GlaxoSmithKline PLC		14,458,581
	1,206,400		HSBC Holdings PLC		11,972,541
	2,352,315		Kingfisher PLC		4,633,888
	143,800		National Grid PLC		1,420,954
	346,370		Pearson PLC		3,264,661
	264,350		Rexam PLC		1,353,023
	744,550	@	Rolls-Royce Group PLC		3,642,270
	42,136,380	@,I	Rolls-Royce Group PLC - Class C		60,582
	1,896,781		Royal Bank of Scotland Group PLC		1,396,273
	2,133		Schroders PLC-Non Voting		21,377
	160,523		Smiths Group PLC		2,062,716
	448,178		Standard Chartered PLC		5,734,909
	1,547,870		Tesco PLC		8,059,806
	5,558,776		Vodafone Group PLC		11,382,444
	401,247		Wolseley PLC		2,235,160
					101,042,128
			United States: 0.4%
	152,240		Invesco Ltd.		2,198,346
					2,198,346
Total Common Stock (Cost $833,920,199)					535,078,547
RIGHTS: 0.2%
			Singapore: 0.2%
	481,500		DBS Group Holdings Ltd.		1,003,181
Total Rights (Cost $—)					1,003,181
Total Long-Term Investments (Cost $833,996,992)					536,081,728

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 6.0%

U.S. Government
Agency Obligations: 6.0%

35,000,000

Federal Home Loan Bank,
0.020%, due 01/02/09

34,999,998

Total Short-Term Investments
(Cost $34,999,998)

34,999,998

Total Investments in Securities (Cost $868,996,990)*	98.0	%	$	571,081,726
Other Assets and Liabilities - Net	2.0			11,847,876
Net Assets	100.0	%	$	582,929,602

@ Non-income producing security

ADR American Depositary Receipt

GDR Global Depositary Receipt

I Illiquid security

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

* Cost for federal income tax purposes is $870,265,964.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	3,678,021
Gross Unrealized Depreciation		(302,862,259	)
Net Unrealized Depreciation	$	(299,184,238	)
Industry	Percentage of Net Assets
Aerospace/Defense		2.3	%
Apparel		0.6
Auto Manufacturers		1.0
Auto Parts & Equipment		1.3
Banks		10.2
Chemicals		1.0
Coal		0.4
Commercial Services		1.2
Computers		0.1
Distribution/Wholesale		0.4
Diversified Financial Services		2.4
Electric		3.0
Electrical Components & Equipment		0.8
Electronics		1.5
Food		6.0
Food Service		0.4
Gas		0.4
Holding Companies - Diversified		0.4
Home Furnishings		1.2
Insurance		5.3
Lodging		1.0
Machinery - Construction & Mining		1.0
Machinery - Diversified		0.3
Media		3.5
Miscellaneous Manufacturing		3.0
Oil & Gas		9.2
Oil & Gas Services		0.6
Packaging & Containers		0.2
Pharmaceuticals		10.3

See Accompanying Notes to Financial Statements
226

PORTFOLIO OF INVESTMENTS
ING TEMPLETON FOREIGN EQUITY PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Industry	Percentage of Net Assets
Real Estate		0.5	%
Retail		0.8
Semiconductors		3.0
Software		3.1
Telecommunications		13.1
Toys/Games/Hobbies		1.2
Transportation		1.3
Short-Term Investments		6.0
Other Assets and Liabilities - Net		2.0
Net Assets		100.0	%

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	49,620,255	$	—
Level 2 — Other Significant Observable Inputs		521,461,471		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	571,081,726	$	—

See Accompanying Notes to Financial Statements
227

PORTFOLIO OF INVESTMENTS
ING THORNBURG VALUE PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 87.7%
			Airlines: 0.2%
	86,685	@	JetBlue Airways Corp.	$	615,464
					615,464
			Auto Manufacturers: 2.9%
	233,500	@@	Toyota Motor Corp.		7,719,119
					7,719,119
			Banks: 5.6%
	552,292		Fifth Third Bancorp.		4,561,932
	73,574		Goldman Sachs Group, Inc.		6,208,910
	126,150		JPMorgan Chase & Co.		3,977,510
					14,748,352
			Beverages: 2.1%
	340,034	@	Dr Pepper Snapple Group, Inc.		5,525,553
					5,525,553
			Biotechnology: 6.9%
	88,400	@	Genentech, Inc.		7,329,244
	215,400	@	Gilead Sciences, Inc.		11,015,556
					18,344,800
			Commercial Services: 1.1%
	104,900		Paychex, Inc.		2,756,772
					2,756,772
			Computers: 4.8%
	71,005	@	Apple, Inc.		6,060,277
	660,100	@	Dell, Inc.		6,759,424
	64,800		Seagate Technology, Inc. - Escrow		1
					12,819,702
			Diversified Financial Services: 1.0%
	282,200	@@	Hong Kong Exchanges and Clearing Ltd.		2,709,384
					2,709,384
			Electric: 3.3%
	104,965		Entergy Corp.		8,725,740
					8,725,740
			Healthcare-Products: 1.0%
	73,910	@	Varian Medical Systems, Inc.		2,589,806
					2,589,806
			Insurance: 11.3%
	123,704	@@	ACE Ltd.		6,546,416
	234,100		Allstate Corp.		7,669,116
	205,400		Cincinnati Financial Corp.		5,970,978
	284,232		Hartford Financial Services Group, Inc.		4,667,089
	105,700	@@	Swiss Reinsurance		5,175,665
					30,029,264
			Internet: 3.3%
	117,041	@,L	Priceline.com, Inc.		8,620,070
					8,620,070
			Leisure Time: 0.6%
	127,300	@,L	Life Time Fitness, Inc.		1,648,535
					1,648,535

Shares				Value
			Media: 8.2%
	532,900		Comcast Corp. - Special Class A	$	8,606,335
	379,600	@	DIRECTV Group, Inc.		8,696,636
	410,400	@	Dish Network Corp.		4,551,336
					21,854,307
			Oil & Gas: 9.6%
	187,800		ConocoPhillips		9,728,040
	90,978		Helmerich & Payne, Inc.		2,069,750
	307,100		Marathon Oil Corp.		8,402,256
	88,800	@,@@	OAO Gazprom ADR		1,279,368
	82,350	@	Transocean, Ltd.		3,891,038
					25,370,452
			Pharmaceuticals: 6.1%
	292,975		Eli Lilly & Co.		11,798,103
	105,000	@@	Teva Pharmaceutical Industries Ltd. ADR		4,469,850
					16,267,953
			Retail: 0.3%
	2,388,500	@,L	Rite Aid Corp.		740,435
					740,435
			Semiconductors: 2.7%
	371,500		Intel Corp.		5,446,190
	500,025	@	ON Semiconductor Corp.		1,700,085
					7,146,275
			Software: 4.5%
	252,379	@,L	Eclipsys Corp.		3,581,258
	426,000		Microsoft Corp.		8,281,440
					11,862,698
			Telecommunications: 12.2%
	221,900	@,@@	Amdocs Ltd.		4,058,551
	469,600		AT&T, Inc.		13,383,598
	376,600	@@	China Mobile Ltd.		3,821,027
	420,689		Corning, Inc.		4,009,166
	320,650	@	Crown Castle International Corp.		5,637,027
	2,154,600	@,L	Level 3 Communications, Inc.		1,508,220
					32,417,589
Total Common Stock (Cost $335,904,848)					232,512,270
PREFERRED STOCK: 0.3%
			Diversified Financial Services: 0.3%
	25,300		CIT Group, Inc.		730,158
Total Preferred Stock (Cost $1,265,000)					730,158
Principal Amount				Value
CONVERTIBLE BONDS: 0.2%
			Airlines: 0.2%
$	694,000	C	JetBlue Airways Corp., 3.750%, due 03/15/35		537,850
Total Convertible Bonds (Cost $525,509)					537,850

See Accompanying Notes to Financial Statements
228

PORTFOLIO OF INVESTMENTS
ING THORNBURG VALUE PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal
Amount

Value

CORPORATE BONDS/NOTES: 2.1%

Banks: 0.3%

1,683,000

Fifth Third Capital Trust IV,
6.500%, due 04/15/37

842,109

842,109

Diversified Financial Services: 0.6%

363,900

CIT Group, Inc., 5.000%,
due 02/13/14

264,761

531,500

CIT Group, Inc., 5.000%,
due 02/01/15

374,629

1,050,900

CIT Group, Inc., 5.400%,
due 01/30/16

732,715

290,900

CIT Group, Inc., 5.850%,
due 09/15/16

205,121

1,577,226

Media: 0.9%

897,000

DirecTV Holdings, LLC, 8.375%,
due 03/15/13

897,000

1,669,000

Echostar DBS Corp., 7.750%,
due 05/31/15

1,426,995

2,323,995

Retail: 0.3%

125,000

Rite Aid Corp., 7.500%,
due 03/01/17

81,875

1,105,000

C,L

Rite Aid Corp., 10.375%,
due 07/15/16

817,700

899,575

Total Corporate Bonds/Notes
(Cost $4,880,368)

5,642,905

Total Long-Term Investments
(Cost $342,575,725)

239,423,183

Value

SHORT-TERM INVESTMENTS: 16.5%

Affiliated Mutual Fund: 10.8%

28,774,517

ING Institutional Prime Money
Market Fund - Class I

28,774,517

Total Mutual Fund
(Cost $28,774,517)

28,774,517

Principal Amount			Value
		Securities Lending Collateral^cc: 5.7%
$	15,093,475	Bank of New York Mellon Corp. Institutional Cash Reserves		14,985,514
Total Securities Lending Collateral (Cost $15,093,475)				14,985,514
Total Short-Term Investments (Cost $43,867,992)				43,760,031

Total Investments in Securities (Cost $386,443,717)*	106.8	%	$	283,183,214
Other Assets and Liabilities - Net	(6.8	)		(17,930,361	)
Net Assets	100.0	%	$	265,252,853

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

C Bond may be called prior to maturity date.

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2008.

* Cost for federal income tax purposes is $388,115,618.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	3,509,445
Gross Unrealized Depreciation		(108,441,849	)
Net Unrealized Depreciation	$	(104,932,404	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	240,582,223	$	—
Level 2 — Other Significant Observable Inputs		42,600,991		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	283,183,214	$	—

See Accompanying Notes to Financial Statements
229

PORTFOLIO OF INVESTMENTS
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 98.6%
			Advertising: 1.8%
	466,500	@	Interpublic Group of Cos., Inc.	$	1,847,340
	105,800		Omnicom Group		2,848,136
					4,695,476
			Apparel: 0.6%
	71,700	@	Coach, Inc.		1,489,209
					1,489,209
			Auto Manufacturers: 1.7%
	157,550		Paccar, Inc.		4,505,930
					4,505,930
			Auto Parts & Equipment: 2.5%
	132,900		BorgWarner, Inc.		2,893,233
	199,100		Johnson Controls, Inc.		3,615,656
					6,508,889
			Banks: 8.6%
	161,392		Bank of New York Mellon Corp.		4,572,235
	36,900		City National Corp.		1,797,030
	292,200		Fifth Third Bancorp.		2,413,572
	240,100		Morgan Stanley		3,851,204
	105,000		SunTrust Bank		3,101,700
	231,100		Wells Fargo & Co.		6,812,828
					22,548,569
			Beverages: 3.0%
	152,500	@	Constellation Brands, Inc.		2,404,925
	99,100		PepsiCo, Inc.		5,427,707
					7,832,632
			Biotechnology: 4.9%
	70,400	@	Amgen, Inc.		4,065,600
	100,400	@	Genzyme Corp.		6,663,548
	40,900	@	Millipore Corp.		2,107,168
					12,836,316
			Building Materials: 0.6%
	151,300		Masco Corp.		1,683,969
					1,683,969
			Chemicals: 0.5%
	105,200		Celanese Corp.		1,307,636
					1,307,636
			Coal: 1.0%
	116,300		Peabody Energy Corp.		2,645,825
					2,645,825
			Commercial Services: 0.5%
	48,500		Pharmaceutical Product Development, Inc.		1,406,985
					1,406,985
			Computers: 2.5%
	35,700	@	Apple, Inc.		3,046,995
	165,100	@	NetApp, Inc.		2,306,447
	283,300		Seagate Technology, Inc.		1,255,019
	71,600		Seagate Technology, Inc. - Escrow		1
					6,608,462

Shares				Value
			Diversified Financial Services: 1.3%
	368,900		Discover Financial Services	$	3,515,617
					3,515,617
			Electric: 4.3%
	89,800		American Electric Power Co., Inc.		2,988,544
	254,200	@	Dynegy, Inc. - Class A		508,400
	116,300	L	Exelon Corp.		6,467,443
	69,100		Pepco Holdings, Inc.		1,227,216
					11,191,603
			Electronics: 0.2%
	12,300	@	Waters Corp.		450,795
					450,795
			Food: 1.5%
	166,900		Sysco Corp.		3,828,686
					3,828,686
			Gas: 1.6%
	41,500		NiSource, Inc.		455,255
	87,600		Sempra Energy		3,734,388
					4,189,643
			Healthcare-Products: 3.2%
	94,800	@@	Covidien Ltd.		3,435,552
	102,400		Medtronic, Inc.		3,217,408
	40,500	@	Zimmer Holdings, Inc.		1,637,010
					8,289,970
			Healthcare-Services: 0.7%
	34,800	@	DaVita, Inc.		1,725,036
					1,725,036
			Household Products/Wares: 1.0%
	66,000		Fortune Brands, Inc.		2,724,480
					2,724,480
			Insurance: 5.8%
	88,200	@@	ACE Ltd.		4,667,544
	120,000		Aflac, Inc.		5,500,800
	53,400		Metlife, Inc.		1,861,524
	134,300		Principal Financial Group, Inc.		3,031,151
					15,061,019
			Leisure Time: 1.4%
	146,800		Carnival Corp.		3,570,176
					3,570,176
			Lodging: 0.7%
	95,700		Starwood Hotels & Resorts Worldwide, Inc.		1,713,030
					1,713,030
			Media: 4.2%
	468,600		Comcast Corp. - Class A		7,909,968
	343,600		News Corp. - Class A		3,123,324
					11,033,292
			Miscellaneous Manufacturing: 6.4%
	496,500		General Electric Co.		8,043,300
	168,100		Illinois Tool Works, Inc.		5,891,905
	97,200		Pall Corp.		2,763,396
					16,698,601

See Accompanying Notes to Financial Statements
230

PORTFOLIO OF INVESTMENTS
ING UBS U.S. LARGE CAP EQUITY PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Oil & Gas: 7.5%
	98,900		Anadarko Petroleum Corp.	$	3,812,595
	68,200		Chevron Corp.		5,044,754
	29,000		EOG Resources, Inc.		1,930,820
	48,400		Hess Corp.		2,596,176
	101,400		Marathon Oil Corp.		2,774,304
	45,300		Sunoco, Inc.		1,968,738
	44,200	@	Ultra Petroleum Corp.		1,525,342
					19,652,729
			Oil & Gas Services: 3.1%
	116,800		Baker Hughes, Inc.		3,745,776
	236,300		Halliburton Co.		4,295,934
					8,041,710
			Pharmaceuticals: 5.7%
	118,200		Allergan, Inc.		4,765,824
	16,500	@,L	Cephalon, Inc.		1,271,160
	90,200	@	Medco Health Solutions, Inc.		3,780,282
	133,300		Wyeth		5,000,083
					14,817,349
			Retail: 3.4%
	139,300		JC Penney Co., Inc.		2,744,210
	253,500		Macy's, Inc.		2,623,725
	362,200	@	Starbucks Corp.		3,426,412
					8,794,347
			Semiconductors: 6.3%
	216,900		Analog Devices, Inc.		4,125,438
	107,200	@	Broadcom Corp.		1,819,184
	601,500		Intel Corp.		8,817,990
	264,000	@,@@	Marvell Technology Group Ltd.		1,760,880
					16,523,492
			Software: 5.2%
	146,900	@	Intuit, Inc.		3,494,751
	338,000		Microsoft Corp.		6,570,720
	152,700	@,L	VMware, Inc.		3,617,463
					13,682,934
			Telecommunications: 2.7%
	185,800		AT&T, Inc.		5,295,300
	4,849	@,@@,L	Nortel Networks Corp.		1,261
	896,189		Sprint Nextel Corp.		1,640,026
					6,936,587
			Transportation: 4.2%
	24,300		Burlington Northern Santa Fe Corp.		1,839,753
	97,900		FedEx Corp.		6,280,285
	73,200		Ryder System, Inc.		2,838,695
					10,958,733
Total Common Stock (Cost $372,403,186)					257,469,727
EXCHANGE-TRADED FUNDS: 0.5%
			Exchange-Traded Funds: 0.5%
	15,000		SPDR Trust Series 1		1,353,600
Total Exchange-Traded Funds (Cost $1,557,329)					1,353,600
Total Long-Term Investments (Cost $373,960,515)					258,823,327

Value

SHORT-TERM INVESTMENTS: 2.0%

Affiliated Mutual Fund: 0.7%

1,812,773

ING Institutional Prime Money
Market Fund - Class I

1,812,774

Total Mutual Fund
(Cost $1,812,774)

1,812,774

Principal Amount			Value
		Securities Lending Collateral^cc: 1.3%
$	3,487,032	Bank of New York Mellon Corp. Institutional Cash Reserves		3,251,795
Total Securities Lending Collateral (Cost $3,487,032)				3,251,795
Total Short-Term Investments (Cost $5,299,806)				5,064,569

Total Investments in Securities (Cost $379,260,321)*	101.1	%	$	263,887,896
Other Assets and Liabilities - Net	(1.1	)		(2,833,100	)
Net Assets	100.0	%	$	261,054,796

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

L Loaned security, a portion or all of the security is on loan at December 31, 2008.

* Cost for federal income tax purposes is $384,226,411.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	3,017,613
Gross Unrealized Depreciation		(123,356,128	)
Net Unrealized Depreciation	$	(120,338,515	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	260,636,101	$	—
Level 2 — Other Significant Observable Inputs		3,251,795		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	263,887,896	$	—

See Accompanying Notes to Financial Statements
231

PORTFOLIO OF INVESTMENTS
ING VAN KAMPEN COMSTOCK PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 96.1%
			Agriculture: 1.5%
	230,400		Altria Group, Inc.	$	3,469,824
	118,900		Philip Morris International, Inc.		5,173,339
					8,643,163
			Airlines: 0.2%
	96,100		Southwest Airlines Co.		828,382
					828,382
			Banks: 11.0%
	915,500		Bank of America Corp.		12,890,240
	538,431		Bank of New York Mellon Corp.		15,253,750
	35,000	@@,L	Barclays PLC ADR		343,000
	25,000		Goldman Sachs Group, Inc.		2,109,750
	404,300		JPMorgan Chase & Co.		12,747,579
	112,400		PNC Financial Services Group, Inc.		5,507,600
	160,500		US Bancorp.		4,014,105
	335,500		Wells Fargo & Co.		9,890,540
					62,756,564
			Beverages: 2.5%
	240,900		Coca-Cola Co.		10,905,543
	183,616	@	Dr Pepper Snapple Group, Inc.		2,983,760
					13,889,303
			Chemicals: 1.2%
	277,888		EI Du Pont de Nemours & Co.		7,030,566
					7,030,566
			Commercial Services: 0.2%
	88,300		Western Union Co.		1,266,222
					1,266,222
			Computers: 4.2%
	90,000	@	Computer Sciences Corp.		3,162,600
	797,300	@	Dell, Inc.		8,164,352
	142,300		Hewlett-Packard Co.		5,164,067
	85,400		International Business Machines Corp.		7,187,264
					23,678,283
			Diversified Financial Services: 0.2%
	88,100		Merrill Lynch & Co., Inc.		1,025,484
					1,025,484
			Electrical Components & Equipment: 0.6%
	99,700		Emerson Electric Co.		3,650,017
					3,650,017
			Food: 7.4%
	399,287	@@	Cadbury PLC ADR		14,242,567
	514,240		Kraft Foods, Inc.		13,807,344
	294,000		Sara Lee Corp.		2,878,260
	454,900	@@	Unilever NV ADR		11,167,795
					42,095,966
			Forest Products & Paper: 3.2%
	1,545,577		International Paper Co.		18,237,809
					18,237,809

Shares				Value
			Healthcare-Products: 0.9%
	673,300	@	Boston Scientific Corp.	$	5,211,342
					5,211,342
			Healthcare-Services: 1.0%
	110,000		UnitedHealth Group, Inc.		2,926,000
	67,800	@	WellPoint, Inc.		2,856,414
					5,782,414
			Household Products/Wares: 0.3%
	36,000		Kimberly-Clark Corp.		1,898,640
					1,898,640
			Insurance: 10.1%
	55,300		Aflac, Inc.		2,534,952
	1,370	@	Berkshire Hathaway, Inc. - Class B		4,403,180
	562,360		Chubb Corp.		28,680,360
	187,100		Metlife, Inc.		6,522,306
	116,070		Torchmark Corp.		5,188,329
	225,105		Travelers Cos., Inc.		10,174,746
					57,503,873
			Internet: 2.9%
	892,200	@	eBay, Inc.		12,455,112
	570,575	@	Liberty Media Corp. - Interactive - Class A		1,780,194
	187,700	@	Yahoo!, Inc.		2,289,940
					16,525,246
			Media: 12.9%
	1,422,000		Comcast Corp. - Class A		24,003,360
	348,640	@	Liberty Media Corp. - Entertainment		6,094,227
	695,000	L	News Corp. - Class B		6,658,100
	1,747,900	L	Time Warner, Inc.		17,583,874
	994,250	@	Viacom - Class B		18,950,405
					73,289,966
			Mining: 0.9%
	425,800		Alcoa, Inc.		4,794,508
					4,794,508
			Miscellaneous Manufacturing: 2.6%
	920,700		General Electric Co.		14,915,340
					14,915,340
			Oil & Gas: 1.8%
	45,600	@@	BP PLC ADR		2,131,344
	82,200		ConocoPhillips		4,257,960
	73,800	@@	Total SA ADR		4,081,140
					10,470,444
			Oil & Gas Services: 1.1%
	337,800		Halliburton Co.		6,141,204
					6,141,204
			Pharmaceuticals: 14.4%
	81,400		Abbott Laboratories		4,344,318
	888,500		Bristol-Myers Squibb Co.		20,657,625
	283,350		Cardinal Health, Inc.		9,767,075
	173,300		Eli Lilly & Co.		6,978,791
	63,100	@@	GlaxoSmithKline PLC ADR		2,351,737
	660,600		Pfizer, Inc.		11,699,226
	46,800	@@	Roche Holding AG ADR		3,582,540

See Accompanying Notes to Financial Statements
232

PORTFOLIO OF INVESTMENTS
ING VAN KAMPEN COMSTOCK PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Pharmaceuticals (continued)
	820,100		Schering-Plough Corp.	$	13,966,303
	234,200		Wyeth		8,784,842
					82,132,457
			Retail: 6.4%
	195,400		CVS Caremark Corp.		5,615,796
	185,700		Home Depot, Inc.		4,274,814
	148,800		JC Penney Co., Inc.		2,931,360
	214,400		Lowe's Cos., Inc.		4,613,888
	319,800		Macy's, Inc.		3,309,930
	277,600		Wal-Mart Stores, Inc.		15,562,256
					36,308,044
			Semiconductors: 1.3%
	277,880		Intel Corp.		4,073,721
	158,200		KLA-Tencor Corp.		3,447,178
					7,520,899
			Software: 0.6%
	164,600		Microsoft Corp.		3,199,824
					3,199,824
			Telecommunications: 6.7%
	379,600		AT&T, Inc.		10,818,600
	289,200	@	Cisco Systems, Inc.		4,713,960
	303,454	@@,L	Telefonaktiebolaget LM Ericsson ADR		2,369,976
	592,700		Verizon Communications, Inc.		20,092,530
					37,995,066
Total Common Stock (Cost $742,577,943)					546,791,026
Principal Amount				Value
SHORT-TERM INVESTMENTS: 1.0%
			Securities Lending Collateral^cc: 1.0%
$	5,891,520		Bank of New York Mellon Corp. Institutional Cash Reserves		5,698,201
Total Short-Term Investments (Cost $5,891,520)					5,698,201

Total Investments in Securities (Cost $748,469,463)*	97.1	%	$	552,489,227
Other Assets and Liabilities - Net	2.9			16,277,562
Net Assets	100.0	%	$	568,766,789

@ 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, 2008.

* Cost for federal income tax purposes is $775,670,146.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	6,352,556
Gross Unrealized Depreciation		(229,533,475	)
Net Unrealized Depreciation	$	(223,180,919	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	546,791,026	$	—
Level 2 — Other Significant Observable Inputs		5,698,201		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	552,489,227	$	—

See Accompanying Notes to Financial Statements
233

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2008

Shares				Value
COMMON STOCK: 59.9%
			Aerospace/Defense: 1.5%
	206,570		Raytheon Co.	$	10,543,333
					10,543,333
			Agriculture: 0.6%
	108,380		Philip Morris International, Inc.		4,715,614
					4,715,614
			Airlines: 0.4%
	153,800	@	Continental Airlines, Inc.		2,777,628
					2,777,628
			Auto Parts & Equipment: 0.2%
	55,558	@@	Autoliv, Inc.		1,192,275
					1,192,275
			Banks: 7.0%
	511,124		Bank of America Corp.		7,196,626
	724,703	S	JPMorgan Chase & Co.		22,849,886
	311,122		Keycorp		2,650,759
	130,951	@@	Mitsubishi UFJ Financial Group, Inc. ADR		813,206
	302,900	@@	Mizuho Financial Group, Inc. ADR		1,747,733
	166,929		PNC Financial Services Group, Inc.		8,179,521
	367	@@,X	Sumitomo Mitsui Financial Group, Inc.		1,461,360
	181,381		SunTrust Bank		5,357,995
					50,257,086
			Beverages: 0.6%
	101,160		Coca-Cola Co.		4,579,513
					4,579,513
			Chemicals: 1.6%
	194,770	@@,S	Bayer AG ADR		11,569,338
					11,569,338
			Commercial Services: 0.4%
	49,604		Manpower, Inc.		1,686,040
	45,600		Robert Half International, Inc.		949,392
					2,635,432
			Computers: 1.1%
	87,590	@	EMC Corp.		917,067
	193,486		Hewlett-Packard Co.		7,021,607
					7,938,674
			Cosmetics/Personal Care: 1.3%
	141,250		Estee Lauder Cos., Inc.		4,373,100
	82,960		Procter & Gamble Co.		5,128,587
					9,501,687
			Diversified Financial Services: 0.8%
	360,005		Charles Schwab Corp.		5,821,281
					5,821,281
			Electric: 3.5%
	381,550		American Electric Power Co., Inc.		12,697,984
	62,562		Entergy Corp.		5,200,779
	151,160		FirstEnergy Corp.		7,343,353
					25,242,116

Shares				Value
			Food: 4.2%
	327,318	@@	Cadbury PLC ADR	$	11,675,433
	170,160		Kraft Foods, Inc.		4,568,796
	559,760	@@,S	Unilever NV ADR		13,742,108
					29,986,337
			Gas: 0.0%
	11,000	C	CenterPoint Energy, Inc.		148,500
					148,500
			Healthcare-Products: 1.3%
	456,710	@	Boston Scientific Corp.		3,534,935
	152,840	@@	Covidien Ltd.		5,538,922
					9,073,857
			Home Furnishings: 0.7%
	234,600	@@	Sony Corp. ADR		5,130,702
					5,130,702
			Household Products/Wares: 0.3%
	37,570		Kimberly-Clark Corp.		1,981,442
					1,981,442
			Insurance: 4.6%
	182,132		Chubb Corp.		9,288,732
	623,288	S	Marsh & McLennan Cos., Inc.		15,127,192
	201,137		Travelers Cos., Inc.		9,091,392
					33,507,316
			Internet: 1.1%
	489,760	@	eBay, Inc.		6,837,050
	62,681	@	Symantec Corp.		847,447
					7,684,497
			Leisure Time: 0.3%
	125,251		Harley-Davidson, Inc.		2,125,509
					2,125,509
			Media: 4.4%
	507,654		Comcast Corp. - Class A		8,569,200
	1,353,536		Time Warner, Inc.		13,616,572
	495,642	@	Viacom - Class B		9,446,937
					31,632,709
			Mining: 0.9%
	161,280		Newmont Mining Corp.		6,564,096
					6,564,096
			Miscellaneous Manufacturing: 1.7%
	317,060		General Electric Co.		5,136,372
	59,140	@@	Siemens AG ADR		4,479,855
	111,640	@@	Tyco International Ltd.		2,411,424
					12,027,651
			Oil & Gas: 6.4%
	92,800		Anadarko Petroleum Corp.		3,577,440
	105,560	@@	BP PLC ADR		4,933,874
	55,360		ConocoPhillips		2,867,648
	60,350		Devon Energy Corp.		3,965,599
	126,370		ExxonMobil Corp.		10,088,117
	37,600		Hess Corp.		2,016,864
	161,920		Occidental Petroleum Corp.		9,713,581
	170,450	@@	Royal Dutch Shell PLC ADR - Class A		9,023,623
					46,186,746

See Accompanying Notes to Financial Statements
234

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Shares				Value
			Oil & Gas Services: 0.4%
	68,270		Schlumberger Ltd.	$	2,889,869
					2,889,869
			Pharmaceuticals: 7.6%
	184,780		Abbott Laboratories		9,861,709
	414,940		Bristol-Myers Squibb Co.		9,647,355
	92,520		Cardinal Health, Inc.		3,189,164
	145,690	@@	Novartis AG ADR		7,249,534
	102,370	@@	Roche Holding AG ADR		7,836,424
	710,380		Schering-Plough Corp.		12,097,771
	132,570		Wyeth		4,972,701
					54,854,658
			Retail: 3.3%
	382,254		Home Depot, Inc.		8,799,487
	275,730		Macy's, Inc.		2,853,806
	260,600	@	Starbucks Corp.		2,465,276
	169,920	S	Wal-Mart Stores, Inc.		9,525,715
					23,644,284
			Semiconductors: 1.1%
	167,500	@@	ASML Holding NV		3,026,725
	355,857		Intel Corp.		5,216,864
	12	@	Macrovision Solutions Corp.		152
					8,243,741
			Software: 0.0%
	32		CA, Inc.		593
					593
			Telecommunications: 2.6%
	786,660	@,@@	Alcatel SA ADR		1,691,319
	347,580	@	Cisco Systems, Inc.		5,665,554
	330,881		Verizon Communications, Inc.		11,216,866
					18,573,739
Total Common Stock (Cost $514,076,886)					431,030,223
EXCHANGE-TRADED FUNDS: 0.3%
			Exchange-Traded Funds: 0.3%
	51,905		KBW Regional Banking ETF		1,513,550
	11,643		Regional Bank Holders Trust		880,560
Total Exchange-Traded Funds (Cost $2,884,935)					2,394,110
PREFERRED STOCK: 2.9%
			Agriculture: 0.2%
	45,000		Archer-Daniels-Midland Co.		1,705,500
					1,705,500
			Banks: 0.9%
	7,460		Bank of America Corp.		4,849,000
	23,944		Keycorp		1,712,954
					6,561,954
			Diversified Financial Services: 0.2%
	35,000	P	Omnicare, Inc.		1,281,875
					1,281,875
			Healthcare-Services: 0.1%
	1,700	#	Healthsouth Corp.		716,550
					716,550

Value

Household Products/Wares: 0.1%

26,425

Avery Dennison Corp.

905,056

905,056

Housewares: 0.2%

46,000

Newell Financial Trust I

1,207,500

1,207,500

Mining: 0.1%

1,183

Freeport-McMoRan Copper &
Gold, Inc.

738,584

738,584

Pharmaceuticals: 0.4%

18,488

Schering-Plough Corp.

3,226,156

3,226,156

Pipelines: 0.4%

107,000

El Paso Energy Capital Trust I

2,739,200

2,739,200

Telecommunications: 0.3%

6,000

Lucent Technologies
Capital Trust I

2,040,000

2,040,000

Total Preferred Stock
(Cost $33,147,495)

21,122,375

Principal
Amount

Value

CONVERTIBLE BONDS: 7.6%

Advertising: 0.5%

1,060,000

Interpublic Group of Cos., Inc.,
4.250%, due 03/15/23

692,975

1,833,000

#,C

Interpublic Group of Cos., Inc.,
4.750%, due 03/15/23

1,065,431

1,453,000

C,Z

Omnicom Group, 0.180%,
due 07/31/32

1,393,064

3,151,470

Aerospace/Defense: 0.5%

3,625,000

L-3 Communications Corp.,
3.000%, due 08/01/35

3,625,000

3,625,000

Airlines: 0.1%

1,500,000

UAL Corp., 4.500%,
due 06/30/21

699,750

699,750

Banks: 0.0%

108,000

National City Corp., 4.000%,
due 02/01/11

96,795

96,795

Biotechnology: 1.4%

8,000,000

Amgen, Inc., 0.375%,
due 02/01/13

7,650,000

2,550,000

Life Technologies Corp.,
1.500%, due 02/15/24

1,925,250

725,000

Life Technologies Corp.,
3.250%, due 06/15/25

619,875

10,195,125

See Accompanying Notes to Financial Statements
235

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Computers: 0.6%
$	1,000,000		Cadence Design Systems, Inc., 1.375%, due 12/15/11	$	630,000
	1,100,000		Cadence Design Systems, Inc., 1.500%, due 12/15/13		503,250
	1,851,000	+,C	DST Systems, Inc., 4.125% (step rate 0.000%), due 08/15/23		1,779,274
	520,000	#	NetApp, Inc., 1.750%, due 06/01/13		395,850
	2,548,000		SanDisk Corp., 1.000%, due 05/15/13		1,031,940
					4,340,314
			Entertainment: 0.4%
	3,014,000	C	International Game Technology, 2.600%, due 12/15/36		2,863,300
					2,863,300
			Environmental Control: 0.2%
	1,161,000	C	Allied Waste North America, Inc., 4.250%, due 04/15/34		1,044,900
					1,044,900
			Healthcare-Products: 0.6%
	1,300,000	C	Advanced Medical Optics, Inc., 2.500%, due 07/15/24		1,059,500
	2,250,000	C	Advanced Medical Optics, Inc., 3.250%, due 08/01/26		798,750
	1,402,000	C	Affymetrix, Inc., 3.500%, due 01/15/38		548,533
	2,310,000		Medtronic, Inc., 1.500%, due 04/15/11		2,159,850
					4,566,633
			Internet: 0.2%
	1,683,000		Symantec Corp., 0.750%, due 06/15/11		1,598,850
					1,598,850
			Media: 0.3%
	1,477,100	C	Liberty Media Corp., 3.125%, due 03/30/23		1,067,205
	1,615,000	C	Sinclair Broadcast Group, Inc., 6.000%, due 09/15/12		742,900
					1,810,105
			Miscellaneous Manufacturing: 0.7%
	3,750,000	C	3M Co., 2.400%, due 11/21/32		2,756,250
	2,700,000	C	Eastman Kodak Co., 3.375%, due 10/15/33		2,190,375
					4,946,625
			Oil & Gas Services: 0.1%
	974,000	C	Cameron International Corp., 2.500%, due 06/15/26		966,695
					966,695
			Packaging & Containers: 0.4%
	3,400,000	#,C	Sealed Air Corp., 3.000%, due 06/30/33		3,077,000
					3,077,000

Principal Amount				Value
			Pharmaceuticals: 1.1%
$	3,400,000		Mylan, Inc., 1.250%, due 03/15/12	$	2,516,000
	3,890,000	C	Omnicare, Inc., 3.250%, due 12/15/35		2,202,713
	3,512,000	C	Watson Pharmaceuticals, Inc., 1.750%, due 03/15/23		3,283,720
					8,002,433
			Semiconductors: 0.2%
	2,208,000	#	Xilinx, Inc., 3.125%, due 03/15/37		1,509,720
					1,509,720
			Telecommunications: 0.3%
	2,000,000	#,C	JDS Uniphase Corp., 1.000%, due 05/15/26		1,090,000
	1,928,000	C	Lucent Technologies, Inc., 2.875%, due 06/15/25		908,570
					1,998,570
Total Convertible Bonds (Cost $68,017,088)					54,493,285
CORPORATE BONDS/NOTES: 8.8%
			Agriculture: 0.1%
	290,000	C	Archer-Daniels-Midland Co., 5.450%, due 03/15/18		285,962
	270,000	@@,#,C	BAT International Finance PLC, 9.500%, due 11/15/18		300,627
	495,000		Philip Morris International, Inc., 5.650%, due 05/16/18		491,592
					1,078,181
			Airlines: 0.2%
	414,702		America West Airlines, Inc., 7.100%, due 04/02/21		257,115
	1,300,000	C	AMR Corp., 4.500%, due 02/15/24		1,267,500
					1,524,615
			Auto Manufacturers: 0.0%
	325,000	@@	Daimler Finance NA, LLC, 7.750%, due 01/18/11		294,208
					294,208
			Banks: 1.5%
	1,270,000		Bank of America Corp., 5.650%, due 05/01/18		1,279,832
	615,000		Bank of America Corp., 5.750%, due 12/01/17		615,100
	330,000		Bank of New York Mellon Corp., 4.500%, due 04/01/13		328,440
	275,000		Bank of New York Mellon Corp., 5.125%, due 08/27/13		281,293
	365,000		Citigroup, Inc., 5.875%, due 05/29/37		365,979
	575,000		Citigroup, Inc., 6.125%, due 11/21/17		582,047
	545,000		Citigroup, Inc., 6.125%, due 05/15/18		552,036
	150,000	@@	Credit Suisse New York, 5.000%, due 05/15/13		144,504
	370,000	@@	Credit Suisse New York, 6.000%, due 02/15/18		340,359

See Accompanying Notes to Financial Statements
236

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Banks (continued)
$	1,065,000		Goldman Sachs Group, Inc., 6.150%, due 04/01/18	$	1,025,192
	725,000	C	Goldman Sachs Group, Inc., 6.750%, due 10/01/37		590,238
	465,000	@@,#	HBOS PLC, 6.750%, due 05/21/18		409,926
	930,000		JPMorgan Chase & Co., 4.750%, due 05/01/13		918,581
	305,000		JPMorgan Chase & Co., 6.000%, due 01/15/18		322,497
	500,000		JPMorgan Chase & Co., 6.750%, due 02/01/11		512,833
	320,000		Popular North America, Inc., 5.650%, due 04/15/09		317,050
	305,000	@@	UBS AG, 5.875%, due 12/20/17		280,660
	1,120,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		661,091
	245,000		Wachovia Corp., 5.500%, due 05/01/13		242,496
	905,000		Wells Fargo & Co., 5.625%, due 12/11/17		945,822
					10,715,976
			Beverages: 0.2%
	360,000	@@,C	Diageo Capital PLC, 7.375%, due 01/15/14		383,894
	300,000	#,C	Dr Pepper Snapple Group, Inc., 6.820%, due 05/01/18		296,409
	485,000	@@,#	FBG Finance Ltd., 5.125%, due 06/15/15		400,300
					1,080,603
			Biotechnology: 0.1%
	425,000	C	Amgen, Inc., 5.850%, due 06/01/17		439,642
	340,000	C	Biogen Idec, Inc., 6.875%, due 03/01/18		332,753
					772,395
			Chemicals: 0.0%
	215,000	C	EI Du Pont de Nemours & Co., 6.000%, due 07/15/18		226,222
	80,000	C	Monsanto Co., 5.125%, due 04/15/18		84,093
					310,315
			Computers: 0.1%
	240,000	C	Dell, Inc., 5.650%, due 04/15/18		215,188
	135,000	C	Hewlett-Packard Co., 5.500%, due 03/01/18		136,489
	400,000	C	International Business Machines Corp., 7.625%, due 10/15/18		480,536
					832,213
			Cosmetics/Personal Care: 0.1%
	525,000	C	Procter & Gamble Co., 4.600%, due 01/15/14		550,765
					550,765
			Diversified Financial Services: 1.3%
	1,100,000	#	AIG SunAmerica Global Financing VI, 6.300%, due 05/10/11		946,345
	550,000		American Express Credit Corp., 7.300%, due 08/20/13		563,523

Principal Amount				Value
$	320,000		Bear Stearns Cos., Inc., 6.400%, due 10/02/17	$	333,093
	480,000		Bear Stearns Cos., Inc., 7.250%, due 02/01/18		526,896
	125,000		Caterpillar Financial Services Corp., 4.900%, due 08/15/13		117,272
	150,000		Credit Suisse First Boston USA, Inc., 5.125%, due 08/15/15		136,424
	475,000	#	Farmers Exchange Capital, 7.050%, due 07/15/28		291,386
	250,000		General Electric Capital Corp., 4.250%, due 12/01/10		251,066
	970,000		General Electric Capital Corp., 5.625%, due 09/15/17		977,429
	1,170,000		General Electric Capital Corp., 5.625%, due 05/01/18		1,180,601
	260,000	#,C	Harley-Davidson Funding Corp., 6.800%, due 06/15/18		140,502
	160,000		HSBC Finance Corp., 4.125%, due 11/16/09		158,560
	150,000		HSBC Finance Corp., 6.375%, due 10/15/11		147,670
	775,000		HSBC Finance Corp., 6.750%, due 05/15/11		772,057
	50,000		HSBC Finance Corp., 8.000%, due 07/15/10		50,850
	305,000		John Deere Capital Corp., 5.750%, due 09/10/18		297,397
	75,000	#	John Hancock Global Funding II, 7.900%, due 07/02/10		77,414
	990,000		Merrill Lynch & Co., Inc., 6.875%, due 04/25/18		1,037,347
	345,000		NYSE Euronext, 4.800%, due 06/28/13		334,966
	200,000	@@,#,C	Pearson Dollar Finance PLC, 6.250%, due 05/06/18		168,804
	355,000	@@,#,C	Two-Rock Pass-through Trust, 3.230%, due 02/11/50		7,544
	690,000	#	Xlliac Global Funding, 4.800%, due 08/10/10		483,103
					9,000,249
			Electric: 0.8%
	150,000	C	Alabama Power Co., 5.800%, due 11/15/13		156,276
	485,000	C	Carolina Power & Light Co., 5.125%, due 09/15/13		487,029
	110,000	C	Consumers Energy Co., 4.000%, due 05/15/10		107,179
	215,000	C	Consumers Energy Co., 4.800%, due 02/17/09		214,568
	280,000	C	Detroit Edison Co., 6.125%, due 10/01/10		281,732
	650,000	@@,#,C	E.ON International Finance BV, 5.800%, due 04/30/18		608,798
	225,000	C	Entergy Gulf States, Inc., 2.603%, due 12/01/09		216,760
	105,000	C	Georgia Power Co., 6.000%, due 11/01/13		110,485
	235,000	C	Nisource Finance Corp., 2.723%, due 11/23/09		211,792

See Accompanying Notes to Financial Statements
237

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Electric (continued)
$	250,000	C	Nisource Finance Corp., 6.800%, due 01/15/19	$	157,433
	210,000	C	Ohio Edison Co., 6.400%, due 07/15/16		188,803
	470,000	C	Ohio Power Co., 6.000%, due 06/01/16		450,346
	518,000		Pacific Gas & Electric Co., 9.500%, due 06/30/10		1,348,095
	190,000	C	Peco Energy Co., 5.350%, due 03/01/18		181,705
	200,000	C	PPL Energy Supply, LLC, 6.300%, due 07/15/13		185,355
	175,000	C	Public Service Co. of Colorado, 6.500%, due 08/01/38		195,922
	230,000	C	Union Electric Co., 6.700%, due 02/01/19		209,942
	140,000		Virginia Electric and Power Co., 8.875%, due 11/15/38		177,720
					5,489,940
			Electrical Components & Equipment: 0.0%
	280,000	@@,#	LG Electronics, Inc., 5.000%, due 06/17/10		248,772
					248,772
			Electronics: 0.1%
	445,000	@@,C	Koninklijke Philips Electronics NV, 5.750%, due 03/11/18		410,713
					410,713
			Environmental Control: 0.0%
	150,000	C	Waste Management, Inc., 7.375%, due 08/01/10		152,064
					152,064
			Food: 0.2%
	205,000	C	ConAgra Foods, Inc., 7.000%, due 10/01/28		201,637
	190,000	C	ConAgra Foods, Inc., 8.250%, due 09/15/30		208,921
	90,000	C	Delhaize America, Inc., 9.000%, due 04/15/31		91,238
	240,000	C	General Mills, Inc., 5.250%, due 08/15/13		241,691
	370,000		Kraft Foods, Inc., 6.125%, due 08/23/18		365,429
	65,000		Kraft Foods, Inc., 6.750%, due 02/19/14		67,527
	160,000	C	Kroger Co., 5.000%, due 04/15/13		154,176
	60,000	C	Kroger Co., 6.400%, due 08/15/17		60,607
					1,391,226
			Healthcare-Products: 0.1%
	100,000	C	Baxter International, Inc., 5.375%, due 06/01/18		104,729
	325,000	@@,C	Covidien International Finance SA, 6.000%, due 10/15/17		321,154
					425,883

Principal Amount				Value
			Healthcare-Services: 0.3%
$	2,544,000	C	LifePoint Hospitals, Inc., 3.500%, due 05/15/14	$	1,733,100
	265,000	C	UnitedHealth Group, Inc., 6.000%, due 02/15/18		244,915
	95,000	C	WellPoint, Inc., 4.250%, due 12/15/09		91,379
					2,069,394
			Insurance: 0.3%
	275,000	C	Ace INA Holdings, Inc., 5.600%, due 05/15/15		249,966
	660,000	C	Berkshire Hathaway Finance, 5.400%, due 05/15/18		679,691
	295,000	#,C	Catlin Insurance Co., Ltd., 7.249%, due 12/31/49		117,460
	75,000	C	Chubb Corp., 5.750%, due 05/15/18		72,140
	225,000	#	Farmers Insurance Exchange, 8.625%, due 05/01/24		150,622
	300,000	C	Metlife, Inc., 6.817%, due 08/15/18		286,213
	250,000		Nationwide Financial Services, 6.250%, due 11/15/11		234,303
	205,000	C	Platinum Underwriters Finance, Inc., 7.500%, due 06/01/17		133,254
	135,000		Prudential Financial, Inc., 6.625%, due 12/01/37		92,273
	235,000	C	Travelers Cos., Inc., 5.800%, due 05/15/18		226,787
					2,242,709
			Iron/Steel: 0.0%
	355,000	@@,C	ArcelorMittal, 6.125%, due 06/01/18		243,478
					243,478
			Lodging: 0.0%
	295,000	C	Starwood Hotels & Resorts Worldwide, Inc., 6.750%, due 05/15/18		162,482
					162,482
			Media: 0.4%
	955,000	C	Comcast Corp., 5.700%, due 05/15/18		897,192
	290,000	@@,C	Grupo Televisa SA, 6.000%, due 05/15/18		245,311
	445,000	C	Time Warner Cable, Inc., 6.750%, due 07/01/18		429,183
	310,000	C	Time Warner Cable, Inc., 8.750%, due 02/14/19		337,647
	530,000	C	Time Warner, Inc., 5.875%, due 11/15/16		475,861
	495,000	C	Viacom, Inc., 6.875%, due 04/30/36		392,226
	435,000	@@,#,C	Vivendi, 6.625%, due 04/04/18		351,610
					3,129,030
			Mining: 0.0%
	240,000	@@,C	Rio Tinto Finance USA Ltd., 6.500%, due 07/15/18		176,245
					176,245

See Accompanying Notes to Financial Statements
238

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Miscellaneous Manufacturing: 0.2%
$	285,000	C	Cooper Industries, Inc., 5.250%, due 11/15/12	$	288,133
	710,000		General Electric Co., 5.250%, due 12/06/17		709,081
	315,000	C	Honeywell International, Inc., 5.300%, due 03/01/18		321,967
	270,000	C	Parker Hannifin Corp., 5.500%, due 05/15/18		261,498
					1,580,679
			Office/Business Equipment: 0.0%
	250,000	C	Xerox Corp., 6.350%, due 05/15/18		195,844
					195,844
			Oil & Gas: 0.4%
	580,000	C	ConocoPhillips, 5.200%, due 05/15/18		565,501
	215,000	C	Devon Financing Corp. ULC, 7.875%, due 09/30/31		237,393
	100,000	C	Equitable Resources, Inc., 6.500%, due 04/01/18		93,564
	175,000	C	Marathon Oil Corp., 5.900%, due 03/15/18		146,400
	285,000	C	Marathon Oil Corp., 6.000%, due 10/01/17		243,406
	275,000	@@,C	Petro-Canada, 6.050%, due 05/15/18		227,029
	355,000	C	Questar Market Resources, Inc., 6.800%, due 04/01/18		342,158
	350,000	C	Valero Energy Corp., 3.500%, due 04/01/09		347,644
	395,000	C	XTO Energy, Inc., 5.500%, due 06/15/18		358,222
					2,561,317
			Oil & Gas Services: 0.0%
	220,000	@@,C	Weatherford International Ltd., 6.000%, due 03/15/18		185,057
					185,057
			Pharmaceuticals: 0.5%
	1,487,000	C	Allergan, Inc., 1.500%, due 04/01/26		1,496,294
	300,000	@@,C	AstraZeneca PLC, 5.900%, due 09/15/17		319,364
	565,000	C	Bristol-Myers Squibb Co., 5.450%, due 05/01/18		586,058
	530,000	C	GlaxoSmithKline Capital, Inc., 5.650%, due 05/15/18		557,687
	305,000	C	Medco Health Solutions, Inc., 7.125%, due 03/15/18		282,309
	190,000	C	Wyeth, 5.450%, due 04/01/17		193,834
	60,000	C	Wyeth, 5.500%, due 02/15/16		61,186
					3,496,732
			Pipelines: 0.2%
	135,000	C	CenterPoint Energy Resources Corp., 6.250%, due 02/01/37		95,552
	90,000	C	CenterPoint Energy Resources Corp., 7.875%, due 04/01/13		83,439
	175,000	C	Dominion Resources, Inc., 6.250%, due 11/01/11		176,003

Principal Amount				Value
$	230,000	C	Kinder Morgan Energy Partners LP, 5.950%, due 02/15/18	$	196,626
	485,000	C	Plains All American Pipeline LP, 6.700%, due 05/15/36		321,751
	215,000	C	Texas Eastern Transmission LP, 7.000%, due 07/15/32		199,300
	300,000	@@,C	TransCanada Pipelines Ltd., 6.500%, due 08/15/18		294,836
					1,367,507
			Real Estate: 0.1%
	110,000	@@,C	Brookfield Asset Management, Inc., 5.800%, due 04/25/17		95,658
	575,000	@@	Brookfield Asset Management, Inc., 7.125%, due 06/15/12		585,502
					681,160
			Retail: 0.3%
	130,000	C	CVS Caremark Corp., 5.750%, due 08/15/11		130,528
	130,000	C	CVS Caremark Corp., 5.750%, due 06/01/17		122,590
	419,627	#,C	CVS Lease Pass-through, 6.036%, due 12/10/28		255,813
	430,000	C	Home Depot, Inc., 5.400%, due 03/01/16		385,369
	180,000	C	Walgreen Co., 4.875%, due 08/01/13		185,564
	470,000		Wal-Mart Stores, Inc., 4.250%, due 04/15/13		484,232
	50,000		Wal-Mart Stores, Inc., 5.800%, due 02/15/18		55,427
	380,000	C	Yum! Brands, Inc., 8.875%, due 04/15/11		385,093
					2,004,616
			Savings & Loans: 0.2%
	595,000	@@,#	Nationwide Building Society, 4.250%, due 02/01/10		589,008
	830,000		Sovereign Bancorp., Inc., 1.728%, due 03/23/10		737,202
					1,326,210
			Semiconductors: 0.2%
	340,000	C	Kla-Tencor Corp., 6.900%, due 05/01/18		257,557
	1,927,000	#,C	Linear Technology Corp., 3.000%, due 05/01/27		1,404,301
					1,661,858
			Software: 0.1%
	450,000	C	Oracle Corp., 5.750%, due 04/15/18		471,532
					471,532
			Telecommunications: 0.7%
	200,000	C	AT&T Corp., 8.000%, due 11/15/31		251,964
	140,000	C	AT&T, Inc., 5.600%, due 05/15/18		142,798
	270,000	C	AT&T, Inc., 6.150%, due 09/15/34		278,408
	795,000	C	AT&T, Inc., 6.300%, due 01/15/38		843,280

See Accompanying Notes to Financial Statements
239

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

Principal Amount				Value
			Telecommunications (continued)
$	245,000	@@	Deutsche Telekom International Finance BV, 8.750%, due 06/15/30	$	302,932
	425,000	@@,C	France Telecom SA, 8.500%, due 03/01/31		535,076
	515,000	@@,C	Telecom Italia Capital SA, 4.000%, due 01/15/10		473,914
	55,000	@@,C	Telecom Italia Capital SA, 4.875%, due 10/01/10		49,795
	185,000	@@,C	Telecom Italia Capital SA, 6.999%, due 06/04/18		150,323
	550,000	@@,C	Telefonica Europe BV, 8.250%, due 09/15/30		645,841
	800,000	C	Verizon Communications, Inc., 5.500%, due 02/15/18		770,830
	165,000	C	Verizon Communications, Inc., 8.950%, due 03/01/39		213,787
	395,000	@@,C	Vodafone Group PLC, 5.625%, due 02/27/17		372,783
					5,031,731
			Transportation: 0.1%
	400,000	C	Burlington Northern Santa Fe Corp., 6.125%, due 03/15/09		400,909
	80,000	@@,C	Canadian National Railway Co., 5.550%, due 05/15/18		80,023
	330,000	C	Union Pacific Corp., 7.875%, due 01/15/19		377,672
					858,604
Total Corporate Bonds/Notes (Cost $68,527,082)					63,724,303
U.S. GOVERNMENT AGENCY OBLIGATIONS: 2.9%
			Federal Home Loan Mortgage Corporation##: 1.1%
	260,000		5.125%, due 11/17/17		301,798
	2,150,000		6.250%, due 07/15/32		3,013,165
	3,200,000		6.750%, due 03/15/31		4,708,346
					8,023,309
			Federal National Mortgage Association##: 1.8%
	4,600,000		5.000%, due 05/11/17		5,254,106
	5,275,000		6.625%, due 11/15/30		7,641,455
					12,895,561
Total U.S. Government Agency Obligations (Cost $17,141,750)					20,918,870
U.S. TREASURY OBLIGATIONS: 11.1%
			U.S. Treasury Bonds: 2.9%
	155,000		3.750%, due 11/15/18		175,513
	5,900,000		4.000%, due 02/15/15		6,724,159
	1,130,000		4.625%, due 02/15/17		1,336,755
	475,000		4.750%, due 02/15/37		662,031
	10,000,000		5.750%, due 08/15/10		10,861,720
	89,000		8.750%, due 05/15/17		130,997
	379,000		8.875%, due 08/15/17-02/15/19		572,113
	231,000		9.000%, due 11/15/18		356,859
	35,000		9.125%, due 05/15/18		54,127
					20,874,274

Principal Amount				Value
			U.S. Treasury Notes: 7.9%
$	11,800,000		2.000%, due 02/28/10	$	12,016,188
	25,520,000		2.750%, due 02/28/13-10/31/13		27,144,251
	2,870,000		3.250%, due 12/31/09		2,952,851
	1,835,000		3.625%, due 12/31/12		2,022,515
	5,000		4.125%, due 08/31/12		5,531
	9,975,000		4.500%, due 02/28/11		10,788,591
	2,100,000		5.125%, due 06/30/11		2,324,931
					57,254,858
			U.S. Treasury STRIP: 0.3%
	3,100,000	^,Z	4.100%, due 05/15/25		1,844,636
					1,844,636
Total U.S. Treasury Obligations (Cost $75,135,213)					79,973,768
ASSET-BACKED SECURITIES: 0.6%
			Automobile Asset-Backed Securities: 0.5%
	908,334	C	Capital Auto Receivables Asset Trust, 1.255%, due 07/15/10		847,766
	792,730	C	Capital Auto Receivables Asset Trust, 4.980%, due 05/15/11		779,335
	251,106	C	Capital One Auto Finance Trust, 5.070%, due 07/15/11		243,518
	57,462	C	Ford Credit Auto Owner Trust, 5.050%, due 03/15/10		57,350
	630,011	C	Ford Credit Auto Owner Trust, 5.260%, due 10/15/10		624,830
	442,164	C	Harley-Davidson Motorcycle Trust, 4.070%, due 02/15/12		431,725
	615,516	C	Harley-Davidson Motorcycle Trust, 4.410%, due 06/15/12		605,825
	200,000	#,C	Hertz Vehicle Financing, LLC, 4.930%, due 02/25/10		198,737
					3,789,086
			Other Asset-Backed Securities: 0.1%
	79,593	C	Caterpillar Financial Asset Trust, 5.570%, due 05/25/10		79,585
	284,641	C	CIT Equipment Collateral, 5.070%, due 02/20/10		283,752
	73,039	C	CNH Equipment Trust, 5.200%, due 06/15/10		72,949
					436,286
Total Asset-Backed Securities (Cost $4,334,149)					4,225,372
OTHER BONDS: 0.3%
			Foreign Government Bonds: 0.3%
	960,000	C	Federative Republic of Brazil, 6.000%, due 01/17/17		996,000
	295,000	#	Korea Railroad Corp., 5.375%, due 05/15/13		247,724
	600,000	C	Mexico Government International Bond, 5.625%, due 01/15/17		603,000
Total Other Bonds (Cost $1,808,522)					1,846,724

Total Investments in Securities (Cost $785,073,120)*	94.4	%	$	679,729,030
Other Assets and Liabilities - Net	5.6			40,124,882
Net Assets	100.0	%	$	719,853,912

See Accompanying Notes to Financial Statements
240

ING VAN KAMPEN EQUITY AND PORTFOLIO OF INVESTMENTS
INCOME PORTFOLIO AS OF DECEMBER 31, 2008 (CONTINUED)

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

STRIP Separate Trading of Registered Interest and Principal of Securities

+ Step 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.

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 $788,201,758.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	29,375,218
Gross Unrealized Depreciation		(137,847,946	)
Net Unrealized Depreciation	$	(108,472,728	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	433,275,833	$	—
Level 2 — Other Significant Observable Inputs		246,196,082		—
Level 3 — Significant Unobservable Inputs		257,115		—
Total	$	679,729,030	$	—

A roll forward of fair value measurements using significant unobservable inputs (Level 3) for the year ended December 31, 2008, was as follows:

	Investments in Securities			Other Financial Instruments*
Beginning Balance at 12/31/07	$	1,258,017		$	—
Net Purchases/(Sales)		(808,303	)		—
Accrued Discounts/(Premiums)		(1,290	)		—
Total Realized Gain/(Loss)		(123,209	)		—
Total Unrealized Appreciation/(Depreciation)		(68,100	)		—
Net Transfers In/(Out) of Level 3		—			—
Ending Balance at 12/31/08	$	257,115		$	—

For the year ended December 31, 2008, total change in unrealized gain (loss) on Level 3 securities included in the change in net assets was $(171,600). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

See Accompanying Notes to Financial Statements
241

TAX INFORMATION (UNAUDITED)

Dividends paid during the year ended December 31, 2008 were as follows:

Fund Name	Type	Per Share Amount
ING American Century Large Company Value Portfolio
Class ADV	NII	$	1.1745
Class I	NII	$	1.4257
Class S	NII	$	1.3547
All Classes	STCG	$	0.1540
All Classes	LTCG	$	4.5115
ING American Century Small-Mid Cap Value Portfolio
Class ADV	NII	$	0.0509
Class I	NII	$	0.1148
Class S	NII	$	0.0818
All Classes	STCG	$	0.9482
All Classes	LTCG	$	0.3569
ING Baron Asset Portfolio
All Classes	LTCG	$	0.1579
ING Baron Small Cap Growth Portfolio
All Classes	LTCG	$	0.5232
ING Columbia Small Cap Value II Portfolio
Class ADV	NII	$	0.0156
Class I	NII	$	0.0248
Class S	NII	$	0.0084
All Classes	STCG	$	0.0413
All Classes	LTCG	$	0.0422
ING Davis New York Venture Portfolio
Class ADV	NII	$	0.0392
Class I	NII	$	0.1556
Class S	NII	$	0.1249
All Classes	STCG	$	0.0388
All Classes	LTCG	$	0.1404
ING JPMorgan Mid Cap Value Portfolio
Class ADV	NII	$	0.1803
Class I	NII	$	0.3397
Class S	NII	$	0.2763
All Classes	STCG	$	0.0155
All Classes	LTCG	$	1.3017
ING Neuberger Berman Partners Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.0240
Class S	NII	$	—
ING Oppenheimer Global Portfolio
Class ADV	NII	$	0.2285
Class I	NII	$	0.3252
Class S	NII	$	0.2948
All Classes	STCG	$	0.0097
All Classes	LTCG	$	1.1139
ING Oppenheimer Strategic Income Portfolio
Class ADV	NII	$	0.5094
Class I	NII	$	0.5589
Class S	NII	$	0.5408
All Classes	LTCG	$	0.0373

Fund Name	Type	Per Share Amount
ING PIMCO Total Return Portfolio
Class ADV	NII	$	0.5179
Class I	NII	$	0.5543
Class S	NII	$	0.5368
All Classes	STCG	$	0.0639
All Classes	LTCG	$	0.1074
ING Pioneer High Yield Portfolio
Class ADV	NII	$	0.6531
Class I	NII	$	0.6999
Class S	NII	$	0.6771
All Classes	STCG	$	0.1814
All Classes	LTCG	$	0.0442
ING T. Rowe Price Diversified Mid Cap Growth Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.0344
Class S	NII	$	0.0026
All Classes	STCG	$	0.2476
All Classes	LTCG	$	1.0296
ING T. Rowe Price Growth Equity Portfolio
Class ADV	NII	$	0.0747
Class I	NII	$	0.6349
Class S	NII	$	0.4386
All Classes	ROC	$	0.0518
All Classes	STCG	$	0.3732
All Classes	LTCG	$	3.5507
ING Templeton Foreign Equity Portfolio
Class ADV	NII	$	0.2292
Class I	NII	$	0.2661
Class S	NII	$	0.2319
ING Thornburg Value Portfolio
Class ADV	NII	$	0.0599
Class I	NII	$	0.1494
Class S	NII	$	0.0334
ING UBS U.S. Large Cap Equity Portfolio
Class ADV	NII	$	0.1294
Class I	NII	$	0.2210
Class S	NII	$	0.1559
ING Van Kampen Comstock Portfolio
Class ADV	NII	$	0.3033
Class I	NII	$	0.4628
Class S	NII	$	0.4016
All Classes	STCG	$	0.0808
All Classes	LTCG	$	0.5672
ING Van Kampen Equity and Income Portfolio
Class ADV	NII	$	1.3709
Class I	NII	$	1.7469
Class S	NII	$	1.6443
All Classes	STCG	$	0.2537
All Classes	LTCG	$	1.6542

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

242

TAX INFORMATION (UNAUDITED) (CONTINUED)

Of the ordinary distributions made during the year ended December 31, 2008, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:

ING American Century Large Company Value Portfolio	100.00	%
ING American Century Small-Mid Cap Value Portfolio	17.96	%
ING Columbia Small Cap Value II Portfolio	57.56	%
ING Davis New York Venture Portfolio	87.77	%
ING JPMorgan Mid Cap Value Portfolio	100.00	%
ING Neuberger Berman Partners Portfolio	100.00	%
ING Oppenheimer Global Portfolio	20.40	%
ING Oppenheimer Strategic Income Portfolio	0.13	%
ING Pioneer High Yield Portfolio	3.49	%
ING T. Rowe Price Diversified Mid Cap Growth Portfolio	35.46	%
ING T. Rowe Price Growth Equity Portfolio	73.45	%
ING Templeton Foreign Equity Portfolio	0.31	%
ING Thornburg Value Portfolio	100.00	%
ING UBS U.S. Large Cap Equity Portfolio	100.00	%
ING Van Kampen Comstock Portfolio	94.77	%
ING Van Kampen Equity and Income Portfolio	50.33	%

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, 2008. Foreign taxes paid for purposes of Section 853 may be less than actual foreign taxes paid for financial statement purposes.

	Creditable Foreign Taxes Paid		Per Share Amount		Portion of Ordinary Income Distribution Derived from Foreign Sourced Income*
ING Oppenheimer Global Portfolio	$	4,232,490	$	0.0289		73.65	%
ING Templeton Foreign Equity Portfolio	$	2,341,770	$	0.0316		99.36	%

* None of the Portfolios listed above derived any income from ineligible foreign sources as defined under Section 901(j) of the Internal Revenue Code.

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.

243

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)

The business and affair of the Fund are managed under the direction of the 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 Funds and is available, without charge, upon request at (800) 992-0180.

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 5 Years

Number of
Portfolios in
Fund Complex
Overseen
by Trustee⁽²⁾

Other
Directorships/
Trusteeships
Held by
Director

Independent Directors:

Colleen D. Baldwin
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 48

Director

November 2007 - Present

President, National Charity League/Canaan Parish Board (June 2008 - Present) and Consultant (January 2005 - Present). Formerly, Chief Operating Officer, Ivy Asset Management Group (April 2002 - October 2004)

161

None.

John V. Boyer⁽⁴⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 55

Director

November 1997 - Present

President, Bechtler Arts Foundation (March 2008 - Present). Formerly, Consultant (July 2007 - February 2008); President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - July 2007); and Executive Director, The Mark Twain House & Museum (September 1989 - November 2005).

161

None.

Patricia W. Chadwick
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 60

Director

January 2006 - Present

Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).

161

Wisconsin Energy Corporation (June 2006 - Present).

Peter S. Drotch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 66

Director

November 2007 - Present

Retired partner, PricewaterhouseCoopers, LLP.

161

First Marblehead Corporation (September 2003 - Present).

J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63

Director

January 2005 - Present

Retired. Formerly, President and Chief Executive Officer, Bankers Trust Company, N.A., Des Moines (June 1992 - December 2008).

161

Bankers Trust Company, N.A. (June 1992 - Present) and 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).

161

Assured Guaranty Ltd. (April 2004 - Present) and Odyssey Re Holdings Corporation (November 2006 - Present).

Sheryl K. Pressler
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 58

Director

January 2006 - Present

Consultant (May 2001 - Present).

161

Global Alternative Asset Management, Inc. (October 2007 - Present) and Stillwater Mining Company (May 2002 - Present).

Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63

Director

January 2005 - Present

President, Springwell Corporation (March 1989 - Present).

161

UGI Corporation (February 2006 - Present) and UGI Utilities, Inc. (February 2006 - Present).

244

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 5 Years

Number of
Portfolios in
Fund Complex
Overseen
by Trustee⁽²⁾

Other
Directorships/
Trusteeships
Held by
Director

Trustees who are "Interested Persons":

Robert W. Crispin⁽⁵⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 62

Director

November 2007 - Present

Retired. Chairman and Chief Investment Officer, ING Investment Management Co. (June 2001 - December 2007).

161

ING Canada Inc. (December 2004 - Present) and ING Bank, fsb (June 2001 - Present).

Shaun P. Mathews⁽³⁾⁽⁵⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53

Director

November 2007 - Present

President and Chief Executive Officer, ING Investments, LLC⁽⁵⁾ (November 2006 - Present). Formerly, President, ING Mutual Funds and Investment Products (November 2004 - November 2006); Chief Marketing Officer, ING USFS (April 2002 - October 2004); and Head of Rollover/Payout (October 2001 - December 2003).

200

ING Services Holding Company, Inc. (May 2000 - Present); Southland Life Insurance Company (June 2002 - Present); and ING Capital Corporation, LLC, ING Funds Distributor, LLC⁽⁶⁾, ING Funds Services, LLC⁽⁷⁾, ING Investments, LLC⁽⁵⁾ and ING Pilgrim Funding, Inc. (December 2006 - Present).

(1) Directors serve until their successors are duly elected and qualified. The tenure of each Director is subject to the Board's retirement policy, which states that each Independent Director shall retire from service as a Director at the conclusion of the first regularly scheduled meeting of the Board that is held after (a) the Director reaches the age of 70, if that Director qualifies for a retirement benefit as discussed in the board's retirement policy; or (b) the Director reaches the age of 72 or has served as a Director for 15 years, whichever comes first, if that Director does not qualify for the retirement benefit. 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 Directo r 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) For the purposes of this table (except for Mr. Mathews),"Fund Complex" means the following investment companies: ING Asia Pacific High Dividend Equity Income Fund, ING Equity Trust; ING Funds Trust; ING Global Equity Dividend and Premium Opportunity Fund; ING Global Advantage and Premium Opportunity Fund; ING International High Dividend Equity Income Fund; ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Prime Rate Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING Separate Portfolios Trust; ING Variable Insurance Trust; ING Variable Products Trust; and ING Partners, Inc.

(3) For Mr. Mathews, the Fund Complex also includes the following investment companies: ING Series Fund, Inc.; ING Strategic Allocation Portfolios, Inc.; ING Variable Funds; ING Variable Portfolios, Inc.; ING VP Balanced Portfolio, Inc.; ING VP Intermediate Bond Portfolio; and ING VP Money Market Portfolio.

(4) Mr. Boyer held a seat on the Board of Directors of The Mark Twain House & Museum from September 1989 to November 2005. ING Groep N.V. makes non-material, charitable contributions to The Mark Twain House & Museum.

(5) 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, N.V., the parent corporation of the Manager, ING Investment Manager.

(6) ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the successor 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.

(7) ING Funds Distributor, LLC is the successor 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.

(8) ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the successor 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.

245

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 5 Years

Shaun P. Mathews⁽⁵⁾7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53

President and Chief Executive Officer

November 2006 - Present

President and Chief Executive Officer, ING Investments, LLC (November 2006 - Present). Formerly, President, ING Mutual Funds and Investment Products (November 2004 - November 2006); Chief Marketing Officer, 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: 50

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, Executive Vice President, 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: 58

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).

Joseph M. O'Donnell
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54

Executive Vice President and Chief Compliance Officer

March 2006 - Present
January 2005 - Present

Chief Compliance Officer of the ING Funds (November 2004 - Present) and Executive Vice President of the ING Funds (March 2006 - Present). Formerly, Chief Compliance Officer of ING Investments, LLC⁽²⁾ (March 2006 - July 2008); Investment Advisor Chief Compliance Officer, Directed Services LLC⁽⁶⁾ (March 2006 - July 2008) ING Life Insurance and Annuity Company (March 2006 - December 2006); and 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: 41

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

March 2005 - Present

Senior Vice President, ING Funds Services, LLC⁽³⁾ (March 2005 - Present). Formerly, Vice President, ING Funds Services, LLC⁽³⁾ (September 2002 - March 2005).

Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44

Senior Vice President

January 2005 - Present

Senior Vice President, ING Investments, LLC⁽²⁾ (October 2003 - Present).

Robert Terris
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 38

Senior Vice President

May 2006 - Present

Senior Vice President, Head of Division Operations, ING Funds Services, LLC⁽³⁾ (May 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC⁽³⁾ (October 2001 - March 2006).

246

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 5 Years

Ernest J. C'DeBaca
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 39

Senior Vice President

May 2006 - Present

Chief Compliance Officer, ING Investments, LLC⁽²⁾ (July 2008 - Present); Investment Advisor Chief Compliance Officer, Directed Services LLC⁽⁶⁾ (July 2008 - Present); Head of Retail Compliance, ING Funds Distributor, LLC⁽⁴⁾ and ING Funds Services, LLC⁽³⁾, (July 2008 - Present); and Senior Vice President, ING Investments, LLC⁽²⁾ (December 2006 - Present), ING Funds Services, LLC⁽³⁾ (April 2006 - Present), ING Funds Distributor, LLC⁽⁴⁾ (July 2008 - Present), and Directed Services LLC⁽⁶⁾ (July 2008 - 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).

Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 41

Vice President and Treasurer

January 2005 - Present

Vice President and Treasurer, ING Funds Services, LLC⁽³⁾ (November 1995 - 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⁾ (August 1995 - Present); Vice President, ING Investments, LLC⁽²⁾ and ING Funds Services, LLC⁽³⁾ (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: 36

Vice President

September 2007 - Present

Vice President, Head of Mutual Fund Advisory Group (April 2007 - Present). Formerly, Vice President, U.S. Mutual Funds and Investment Products (May 2005 - April 2007) and 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: 50

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).

Denise Lewis
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45

Vice President

January 2007 - Present

Vice President, ING Funds Services, LLC (December 2006 - Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 - December 2006).

Kimberly K. Springer
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51

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) and Manager, Registration Statements, ING Funds Services, LLC⁽³⁾ (May 2003 - August 2004).

Susan P. Kinens
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 32

Assistant Vice President

January 2005 - Present

Assistant Vice President, ING Funds Services, LLC⁽³⁾ (December 2002 - Present).

Craig Wheeler
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 39

Assistant Vice President

May 2008 - Present

Assistant Vice President - Director of Tax, ING Funds Services (March 2008 - Present). Formerly, Tax Manager, ING Funds Services (March 2005 - March 2008); Tax Senior, ING Funds Services (January 2004 - March 2005); and Tax Senior, KPMG LLP (August 2002 - December 2003).

247

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held With the Trust

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) - During the
Past 5 Years

Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45

Secretary

August 2003 - Present

Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present).

Theresa K. Kelety
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45

Assistant Secretary

August 2003 - Present

Senior Counsel, ING Americas, U.S. Legal Services (April 2008 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (April 2003 - April 2008).

Kathleen Nichols
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 33

Assistant Secretary

May 2008 - Present

Counsel, ING Americas, U.S. Legal Services (February 2008 - Present). Formerly, Associate, Ropes & Gray LLP (September 2005 - February 2008)

(1) The officers hold office until the next annual meeting of the Directors/Trustees 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 successor 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 successor 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.

(4) ING Funds Distributor, LLC is the successor 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) Mr. Mathews commenced services as CEO and President of the ING Funds on November 11, 2006.

(6) Directed Services, LLC is the successor in interest to Directed Services, Inc.

248

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, as amended (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 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 and sub-advisory contracts, and who are not "interested persons" of the Portfolios, as such term is defined under the 1940 Act (the "Independent Directors"), annually review and approve them. Thus, at a meeting held on November 14, 2008, the Board, including a majority of the Independent Directors, considered whether to renew the investment advisory contracts (the "Advisory Contracts") between Directed Services LLC (the "Adviser") and the sub-advisory contracts ("Sub-Advisory Contracts") with the sub-adviser to each Portfolio (collectively, the "Sub-Advise rs").

The Independent Directors also held separate meetings on October 24 and November 12, 2008 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 Directors include, as applicable, factors considered and determinations made on those earlier dates by the Independent Directors.

At its November 14, 2008 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 Directors also took into account various factors that they believed, in light of the legal advice furnished to them by K&L Gates LLP ("K&L Gates"), their independent legal counsel, and their own business judgment, to be relevant. Further, while the Advisory Contracts and Sub-Advisory Contracts for all the Portfolios were considered at the same Board meeting, the Directors considered each Portfolio's advisory and sub-advisory relationships separately.

Provided below is an overview of the Board's contract approval process in general, as well as a discussion of certain 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, 2009. 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 Directors 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 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 sub-advisory relationships and to help evaluate that information; established a specific format in which certain requested information is provided to the Board; and determine d the 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 Directors to review and analyze information in connection with their annual renewal of the ING Funds' 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 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 ("IRCs"). Among other matters, the Contracts Committee provides oversight with respect to the contracts renewal process, and each Portfolio is assigned to an IRC, which

249

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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 Portfolios' 15(c) Methodology 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 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 Directors' review of advisory and sub-advisory arrangements (including the Portfolios' Advisory and Sub-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 addition, in 2007 and 2008, 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 the Portfolios 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 the funds in the ING Funds complex. The Investment Review Committees may apply a heightened level of scrutiny in cases where performance has lagged an ING Fund's relevant benchmark and/or SPG.

The Board employed its process for reviewing contracts when considering the renewals of the Portfolios' Advisory and Sub-Advisory Contracts that would be effective through November 30, 2009. 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 and Sub-Advisory Contracts for the Portfolios for the year ending November 30, 2009, the Independent Directors received and evaluated such information as they deemed necessary regarding the nature, extent and quality of services provided to the Portfolios by the Adviser and each Sub-Adviser. This included information regarding the Adviser and Sub-Advisers 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 14, 2008 Board meeting included, among other information, the following items for each Portfolio: (1) FACT sheets that provided information regarding the performance and expenses of the Portfolio and other similarly managed funds in its SPG, as well as information regarding the Portfolio's investment portfolio, objective and strategies; (2) reports providing risk and attribution analyses of the Portfolio; (3) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which the Portfolio's benchmark and SPG were selected and how profitability was determined; (4) responses from the Adviser and Sub-Advisers to a series of questions posed by K&L Gates on behalf of the Directors; (5) copies of the forms of Advisory Contract and Sub-Advisory Contract; (6) copies of the Forms ADV for the Adviser and the relevant Sub-Adviser; (7) financial statements for the Adviser and the relevant Sub-Adviser; (8) a draft of a narrative summary addressing key factors the Board customarily considers in evaluating the renewals of the ING Funds' (including the Portfolios') advisory contracts and sub-advisory contracts, including a written analysis for the Portfolio of how performance, fees and expenses compare to its SPG and/or designated benchmark; (9) independent analyses of Portfolio performance by the Company's Chief Investment Risk Officer; (10) information regarding net asset flows into and out of each Portfolio; and (11) other information relevant to the Board's evaluations.

Class I shares were used for purposes of certain comparisons between each Portfolio and its SPG. This share class was selected so that a Portfolio's share class with the longest performance history was compared to the analogous class of shares for each fund in its SPG. The mutual funds included in the Portfolios' SPGs were selected based upon criteria designed to mirror the Portfolio share class being compared to the SPG.

In arriving at its conclusions with respect to the Advisory Contracts, the Board was mindful of the

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"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 the sub-advisers that are recommended to the Board to manage the investment portfolios of the funds in the ING Funds complex. The Board noted the resources that the Adviser has committed to the Board and the IRCs to assist the Board and the IRCs 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 Board's IRCs to analyze the key factors underlying investment performance for the funds in the ING Funds complex.

The Board also noted the techniques used by the Adviser to monitor the performance of the 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.

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 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.

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 Sub-Advisers 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 each Sub-Adviser, and evaluated the ability of the Adviser and each Sub-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 each Sub-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 and each Sub-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 and each Sub-Adviser 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 FACT sheet performance data was as of June 30, 2008. In addition, the Board also considered at its November 14, 2008 meeting certain additional data regarding performance and Portfolio asset levels as of October 31, 2008. 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 waivers, reimbursements or expense reductions.

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.

The Board also considered that many of the Portfolios had experienced material declines in assets, especially during October 2008, due to general market declines precipitated by the credit crises and other generally adverse market developments. As a result of these asset declines, the Board considered that there were fewer opportunities to realize economies of scale.

Information Regarding Services to Other Clients

The Board requested and considered information regarding the nature of services and fee rates offered by the Adviser and 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 other institutional clients of the Adviser or a Sub-Adviser (including other investment companies) may differ materially due to, among other reasons: differences in services; different regulatory requirements associated with registered investment companies, such as the Portfolios, as compared to non-registered investment company clients; market differences in fee rates that existed when a Portfolio first was organized; differences in the original sponsors of Portfolios that now are managed by the Adviser; investment capacity constraints that existed when certain contracts were first agreed upon or that might exist at present; and different pricing structures that are necessary to be competitive in different marketing channels.

Fee Rates and Profitability

The Board reviewed and considered each contractual investment advisory fee rate, combined with any applicable administrative fee rate, payable by each Portfolio to the Adviser. The Board also considered the contractual sub-advisory fee rate payable by the Adviser to each Sub-Adviser for sub-advisory services for each Portfolio. In addition, the Board considered fee waivers and expense limitations applicable to the fees payable by the Portfolios.

The Board considered the fee structure of each Portfolio as it relates 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 relevant Sub-Adviser. The Board also considered information that it requested and was provided by Management with respect to the profitability of service providers affiliated with the Adviser, as well as information provided by certain Sub-Advisers with respect to their profitability. In the case of non-affiliated Sub-Advisers, the Board gave less weight to prof itability considerations, or did not view this data as imperative to its deliberations, given

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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. Further, the Board considered that the decline in asset levels of many Portfolios caused by recent adverse economic conditions was likely to cause a similar decline in any profits realized by the Adviser and Sub-Advisers.

The Board determined that it had requested and received sufficient information to gain a reasonable understanding regarding the Adviser's and affiliated Sub-Advisers' profitability. The Board also recognized that profitability analysis is not an exact science and there is no uniform methodology for determining profitability for this purpose. In this context, the Board realized that Management's calculations regarding its costs incurred in establishing the infrastructure necessary for the Portfolios' operations may not be fully reflected in the expenses allocated to each Portfolio in determining profitability, and that the information presented may not portray all 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 and each Sub-Adviser were not excessive. In making its determinations, the Board based its conclusions on the reasonableness of the advisory and sub-advisory fees of the Adviser and Sub-Advisers primarily on the factors described for each Portfolio below.

Portfolio-by-Portfolio Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 14, 2008 meeting in relation to renewing each Portfolio's current Advisory and Sub-Advisory Contracts for the year ending November 30, 2009. 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, 2008: (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 the most recent calendar qu arter, year-to-date, one-year, and three-year periods, and the fifth (lowest) quintile for the five-year period.

In analyzing this performance data, the Board took into account: (1) Management's analysis regarding the Sub-Adviser's rationale for underperformance, including its analysis regarding the negative effect of investments in the financial sector; and (2) Management's analysis regarding a potential merger of the Portfolio to address the Board's concerns regarding the Portfolio's 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; (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 below the average expense ratios of the funds in its SPG.

In analyzing this fee data, the Board also considered that, effective January 1, 2008, new expense limits were added to the Portfolio.

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Advisory and Sub-Advisory Contracts for the Portfolio for the year ending November 30, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING American Century Small-Mid Cap Value Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING American Century Small-Mid Cap Value Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2008: (1) the Portfolio outperformed its Morningstar category median for all periods presented with the exception of the most recent calendar quarter and year-to-date periods, during which it underperformed; (2) the Portfolio outperformed its primary benchmark for the one-year and three-year periods, but underperformed for the most recent calendar quarter, year-to-date, and five-year periods; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the one-year period, and the third quintile for the most recent calendar quarter, year-to-date, three-year, and five-year periods.

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 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.

The Board also considered that expense limits were implemented at the Board's direction in 2006, which reduced the Portfolio's total 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) the Portfolio's performance is reasonable in 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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Baron Asset Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for ING Baron Asset Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2008: (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 the year-to-date and one-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 of the negative impact that stock selection and overweighting in the financial services sector had on the Portfolio's performance; and (2) the Portfolio commenced operations in January 2006 and therefore had a limited operating history for the purpose of analyzing 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 a breakpoint fee schedule where asset levels 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 the 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.

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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, 2009. 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, 2008: (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 the most recent calendar quarter, year-to-date, and three year periods, but outperformed for the one-year and five-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 one-year and three-year periods, the fourth quintile for the year-to-date period, and the fifth (lowe st) quintile for the most recent calendar quarter.

In analyzing this performance data, the Board took into account: (1) Management's analysis of the negative effect that sector allocation in health care had on the Portfolio's performance; (2) Management's view that the Sub-Adviser historically had been successful in managing the Portfolio in its current style, and its expectation that longer-term performance will improve; and (3) Management will continue to monitor, and the Board and its IRC will periodically review, the Portfolio's 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 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 the Portfolio, as compared to its SPG, including that: (a) the management fee for the Portfolio is below 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.

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 IRC will periodically review, its performance, it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio to assess whether Management's expectations of improved longer-term performance are realized; 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, 2009. During this renewal process, different Board members m ay 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, 2008: (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 period, 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 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 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 below 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, 2009. 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 Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2008: (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 year-to-date period, during which it outperformed; and (3) the Portfolio is ranked in the third quintile of its Morningstar category for the year-to-date, three-year, and five-year periods, and the fourth quintile for the most recent calendar quarter 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 had on the Portfolio's performance; (2) Management's view that the Sub-Adviser historically had been successful in managing a similar fund with a style similar to that of the Portfolio, and its expectations that longer-term performance will improve; and (3) Management would continue to monitor, and the Board or its IRC would periodically review, the Portfolio's 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 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.

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 IRC will periodically review, its performance, it is reasonable to permit the Sub-Adviser to continue to manage the Portfolio to assess whether Management's expectations of improved longer-term performance is realized; 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, 2009. During this renewal process, different Board members ma y have given different weight to different individual factors and related conclusions.

ING JPMorgan Mid Cap Value Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for the Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2008: (1) the Portfolio outperformed its Morningstar category median for all periods presented with the exception of the most recent calendar quarter, during which it underperformed; (2) the Portfolio underperformed its primary benchmark for all periods presented with the exception of the one-year period, during which it outperformed; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the one-year period, and the third quintile for the most recent calendar quarter, year-to-date, three-year, and five-year periods.

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 for the Portfolio is equal to the median and below the

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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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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, 2008: (1) the Portfolio underperformed its Morningstar category median for all periods presented, with the exception of the year-to-date period, during which it outperformed; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the year-to-date period, during which it outperformed; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the year-to-date period, the third quintile for the most recent calendar quarter, the fourth quintile for the three-year and five-year periods, and the fifth (lowest) quintile for the one-year and ten-year periods.

In analyzing this performance data, the Board took into account: (1) Management's analysis of the negative effect that stock selection had on the Portfolio's more recent performance; (2) that Management would continue to monitor, and the Board or its IRC would periodically review, the Portfolio's investment performance; and (3) Management's view that the Sub-Adviser's longer-term performance has been reasonable, and Management's expectation that the Sub-Adviser's performance will improve.

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 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 equal to 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 IRC 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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related c onclusions.

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, 2008: (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 analyzing this performance data, the Board took into account: (1) that there was a change in control of the sub-adviser; and (2) Management's representation that it will continue to monitor the Portfolio's performance in light of the sub-advisers' change in control.

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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 below the median and below 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, 2009. 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, 2008: (1) the Portfolio underperformed its Morningstar category median for all periods presented with the exception of the three-year and five-year periods, during which it outperformed; (2) the Portfolio underperformed its primary benchmark for all periods presented, with the exception of the three-year and five-year periods, during which it outperformed; and (3) the Portfolio is ranked in the fourth 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 that it had approved, at the Board's July 2008 meeting, the liquidation and dissolution of the Portfolio, and that this liquidation would be completed during November 2008 if approved by the Portfolio's shareholders.

In analyzing this fee data, the Board took into account that, effective January 1, 2008, at the Board's direction, lower expense limits were instituted for the Portfolio.

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, 2009. 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, 2008: (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 analyzing this performance data, the Board took into account: (1) Management's analysis of the

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negative effect that stock selection and sector allocation had on the Portfolio's performance; and (2) that Management would continue to monitor, and the Board or its IRC would periodically review, the Portfolio's 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 the 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 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) taking into account that Management will continue to monitor, and the Board or its IRC 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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related c onclusions.

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, 2008: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the most recent calendar quarter, 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 year-to-date, one-year, and three-year periods, and the third quintile for the most recent calendar quarter.

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 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 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 in 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, 2009. 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, 2008: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the most recent calendar quarter, during which it underperformed; (2) the Portfolio outperformed its primary benchmark for all periods presented with the exception of the most recent calendar quarter and year-to-date periods, during which it underperformed; and (3) the Portfolio is ranked in the first (highest) quintile of its

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Morningstar category for the one-year, three-year, and five-year periods, the second quintile for the year-to-date period, and the fifth (lowest) quintile for the most recent calendar quarter.

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; (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.

In analyzing this fee data, the Board took into account Management's representations that in April 2008 a management fee waiver arrangement was put into place under which 50% of the savings resulting from corresponding sub-advisory fee reductions would be shared with the Portfolio's investors.

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, 2009. 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, 2008: (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 year-to-date 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, the second quintile for the one-year period, and the third quintile for the year-to-date period.

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 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 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 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'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, 2009. 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, 2008: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the five-year period, during which it underperformed; (2) the Portfolio outperformed its primary benchmark for all periods presented, with the exception of the year-to-date and five-year periods, during which it

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

underperformed; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the most recent calendar quarter, year-to-date, one-year, and three-year periods, and the third quintile for the five-year period.

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 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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING T. Rowe Price Growth Equity Portfolio

In considering whether to approve the renewal of the Advisory and Sub-Advisory Contracts for the Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2008: (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; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the ten-year period, the second quintile for the most recent calendar quarter, three-year, and five-year periods, the third quintile for the year-to-date period, and the fourth quintile for the one-year period.

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 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, 2009. 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 the Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2008: (1) the Portfolio underperformed its Morningstar category median for the most recent calendar quarter and year-to-date periods, but outperformed for the one-year period; (2) the Portfolio underperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the one-year period, the third quintile for the year-to-date period, and the fourth 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 its performance.

In considering the fees payable under the Advisory and Sub-Advisory Contracts for the Portfolio, the

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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 the 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 below the median and above the average expense ratios of the funds in its SPG.

In analyzing this fee data, the Board took into account that, in connection with a merger of ING JPMorgan International Portfolio that was completed in April 2008, the term of Portfolio's expense limitation agreement was extended to May 1, 2010.

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 it 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, 2009. 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, the Board considered that, based on performance data for the periods ended June 30, 2008: (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 three-year period, the fourth quintile for the most recent calendar quarter, five-year, and ten-year periods, 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) that the Sub-Adviser was engaged to manage the Portfolio in August 2006 with a new investment objective and strategy, and therefore the Portfolio's performance history for the three- and five-year periods includes that of a former sub-adviser; and (2) that Management would continue to monitor, and the Board or its IRC would review, the Portfolio's investment 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 for the Portfolio is below 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 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) in August 2006 the Portfolio's investment objective, strategy and portfolio management team were changed, and it is reasonable to permit the Sub-Adviser to continue to manage 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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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, 2008: (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

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

outperformed its primary benchmark for the most recent calendar quarter, year-to-date, and five-year periods, but underperformed for the one-year, three-year, and ten-year periods; and (3) the Portfolio is ranked in the third quintile of its Morningstar category for the most recent quarter, year-to-date, and five-year periods, the fourth quintile for the three-year period, and the fifth (lowest) quintile for the one-year and ten-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) Management's view that the Sub-Adviser historically had been successful in managing the Portfolio in its current style, and its expectation that longer-term performance will improve; and (3) Management will continue to monitor, and the Board or its IRC will periodically review, the Portfolio's 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 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 the Portfolio, as compared to its SPG, including that: (a) the management fee for the Portfolio is above 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 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 IRC 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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related c onclusions.

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, 2008: (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 fifth (lowest) quintile of its Morningstar category for the most recent calendar quarter, year-to-date, one-year, three-year, and five-year periods, all periods presented.

In analyzing this performance data, the Board took into account: (1) Management's analysis regarding the negative effect of sector allocation on the Portfolio's performance, particularly a significant underweight in the energy sector; (2) Management's representations that the Sub-Adviser's investment philosophy, applied over longer periods, had historically resulted in reasonable performance; and (3) Management would continue to monitor, and the Board or its IRC would periodically review, the Portfolio's investment 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; (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.

In analyzing this fee data, the Board took into account that: (1) effective January 2008, at the Board's direction following the 2007 annual contracts renewal process, an expense limit was put into place for the Portfolio; (2) effective April 2007, breakpoints were added to the Portfolio's administrative fee; and (3) effective April 2007, a fee waiver was put into place with respect to a portion the management 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

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ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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 IRC will periodically review its performance, the Portfolio's investment 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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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, 2008: (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 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 second quintile of its Morningstar category for the five-year period, the third quintile for the three-year period, the fourth quintile for the year-to-date period, and the fifth (lowest) quintile for the most recent calendar quarter and one-year periods.

In analyzing this performance data, the Board took into account: (1) Management's analysis of the negative impact that the Portfolio's value focus had on the Portfolio's performance; (2) the effect sector weightings had on the Portfolio's performance; and (3) in April 2008 the Portfolio's investment strategy was changed.

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; (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, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

264

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
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 (1208-022509)

Annual Report

December 31, 2008

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.

MUTUAL FUNDS

TABLE OF CONTENTS

President's Letter					1

Market Perspective					2

Portfolio Managers' Report					4

Shareholder Expense Examples					8

Report of Independent Registered Public Accounting Firm					9

Statements of Assets and Liabilities					10

Statements of Operations					11

Statements of Changes in Net Assets					12

Financial Highlights					14

Notes to Financial Statements					16

Portfolios of Investments					23

Tax Information					27

Director and Officer Information					28

Advisory Contract Approval Discussion					33

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.

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2008

Even more dramatic was the price of oil which marched to an all-time high of around $147 per barrel in mid-July, only to lose more than two thirds of that price by December 31, 2008.

2008 ended with much gloom and bad news still to come, but the platform for recovery was perhaps taking shape.

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2008

U.S. equities, represented by the S&P 500^® Composite Stock Price ("S&P 500^®") Index⁽⁵⁾, including dividends, returned (28.50)% for the six months ended December 31, 2008, (down 37.00% for the entire fiscal year), increasingly unimpressed by sharply falling oil prices. Profits for S&P 500^® Index companies suffered their fifth straight quarter of decline, led again by the financials sector, although taxpayer money was also potentially committed to save the big three auto makers from bankruptcy. On November 20, 2008, the S&P 500^® Index plumbed a level not seen since April 1997, before a December recovery.

In international markets, plainly entering recession, the MSCI Japan^® Index⁽⁶⁾ slumped 35.90% for the six months ended December 31, 2008, (down 42.60% for the entire fiscal year). The strengthening yen hit exports in an export-dependent economy even as global demand slowed for other reasons. The MSCI Europe ex UK^® Index⁽⁷⁾ sagged 29.40% for the six months ended December 31, 2008 (down 43.20% for the entire fiscal year) , beset by sharply falling economic activity and a European Central Bank in denial that inflation was falling fast. Finally, rates were reduced by an unprecedented 175 basis points (or 1.75%) in two months near the end of the year while governments, one after the other, proposed large stimulus packages. In the UK, the MSCI UK^® Index⁽⁸⁾ fell 19.40% for the six months ended December 31, 2008 (down 28.50% for the entire fiscal year). The UK had allowed a bigger housing bubble than the United States and deeper personal indebtedness in an economy more dependent on the financial sector. Rates were reduced to 1951 levels as venerable banks ceased to exist as independent entities.

⁽³⁾ The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁴⁾ The Barclays Capital High Yield Bond — 2% Issuer Constrained Composite Index is an unmanaged index that measures the performance of non-investment grade fixed-income securities.

⁽⁵⁾ 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.

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

⁽⁷⁾ The MSCI Europe ex UK^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.

⁽⁸⁾ 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.

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, 2008, the Portfolio's Class S and Class ADV shares returned (42.90)% and (43.00)%, respectively, compared to the S&P 500^® Index⁽¹⁾, which returned (37.00)%.

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			Since Inception of Classes S and ADV November 15, 2004
Class S		(42.90	)%		(2.71	)%
Class ADV		(43.00	)%		(2.96	)%
S&P 500^® Index⁽¹⁾		(37.00	)%		(3.32	)%⁽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, 2008, the Portfolio's Class S and Class ADV shares returned (42.96)% and (43.07)%, respectively, compared to the Russell 3000^® Value Index⁽¹⁾, which returned (36.25)%.

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			Since Inception of Classes S and ADV November 15, 2004
Class S		(42.96	)%		(6.85	)%
Class ADV		(43.07	)%		(7.15	)%
Russell 3000^® Value Index⁽¹⁾		(36.25	)%		(2.56	)%⁽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, 2008, the Portfolio's Class S and Class ADV shares returned (47.49)% and (47.66)%, respectively, compared to the Russell 3000^® Growth Index⁽¹⁾, which returned (38.44)%.

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			Since Inception of Classes S and ADV November 15, 2004
Class S		(47.49	)%		(6.55	)%
Class ADV^†		(47.66	)%		(9.00	)%
Russell 3000^® Growth Index⁽¹⁾		(38.44	)%		(3.78	)%⁽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 Fund 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, 2008, the Portfolio's Class S and Class ADV shares returned (39.82)% and (39.90)%, respectively, compared to the S&P MidCap 400^® Index⁽¹⁾, which returned (36.23)%.

Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year			Since Inception of Classes S and ADV November 15, 2004
Class S		(39.82	)%		(0.88	)%
Class ADV		(39.90	)%		(1.13	)%
S&P MidCap 400 Index⁽¹⁾		(36.23	)%		(1.38	)%⁽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, 2008 to December 31, 2008, 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 the 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.

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING Fidelity^® VIP Contrafund^® Portfolio	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2008*
Class S	$	1,000.00	$	652.10		1.21	%	$	5.02	$	1,000.00	$	1,019.05		1.21	%	$	6.14
Class ADV		1,000.00		651.50		1.46			6.06		1,000.00		1,017.80		1.46			7.41

ING Fidelity^® VIP Equity-Income Portfolio

Class S				$	1,000.00			$	669.80				1.12	%		$	4.70			$	1,000.00			$	1,019.51				1.12	%		$	5.69
Class ADV					1,000.00				669.00				1.37				5.75				1,000.00				1,018.25				1.37				6.95

ING Fidelity^® VIP Growth Portfolio

Class S				$	1,000.00			$	586.60				1.23	%		$	4.91			$	1,000.00			$	1,018.95				1.23	%		$	6.24
Class ADV					1,000.00				585.30				1.48				5.90				1,000.00				1,017.70				1.48				7.51

ING Fidelity^® VIP Mid Cap Portfolio

Class S				$	1,000.00			$	647.10				1.23	%		$	5.09			$	1,000.00			$	1,018.95				1.23	%		$	6.24
Class ADV					1,000.00				646.60				1.48				6.13				1,000.00				1,017.70				1.48				7.51

* Expenses are equal to each Portfolio's respective annualized expense ratios, including the expenses of the underlying fund, multiplied by the average account value over the period, multiplied by 184/366 to reflect the most recent fiscal half-year.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors
ING Partners, Inc.

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of ING 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, 2008, 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 four-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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2008, 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, 2008, 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 25, 2009

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2008

	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*	$	294,138,616		$	33,165,625		$	24,527,588		$	51,203,296
Cash		311			975			2			264
Receivables:
Investments in affiliated master fund sold		842,960			101,884			32,338			201
Fund shares sold		1,471			20			—			8,123
Total assets		294,983,358			33,268,504			24,559,928			51,211,884
LIABILITIES:
Payable for investments in affiliated master fund purchased		1,447			—			—			8,123
Payable for fund shares redeemed		842,984			101,904			32,338			201
Payable to affiliates		72,065			8,224			6,036			12,738
Total liabilities		916,496			110,128			38,374			21,062
NET ASSETS	$	294,066,862		$	33,158,376		$	24,521,554		$	51,190,822
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	555,270,321		$	62,727,875		$	39,665,289		$	80,784,986
Undistributed net investment income		2,521,994			979,171			115,451			2,903,690
Accumulated net realized gain (loss) on affiliated master fund		(1,586,569	)		(3,250,758	)		68,710			5,503,345
Net unrealized depreciation on affiliated master fund		(262,138,884	)		(27,297,912	)		(15,327,896	)		(38,001,199	)
NET ASSETS	$	294,066,862		$	33,158,376		$	24,521,554		$	51,190,822
* Cost of investments in affiliated master fund	$	556,277,500		$	60,463,537		$	39,855,484		$	89,204,495
Class S:
Net assets	$	290,170,085		$	32,759,292		$	24,505,611		$	49,238,009
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		46,173,808			5,428,097			3,384,853			5,543,919
Net asset value and redemption price per share	$	6.28		$	6.04		$	7.24		$	8.88
Class ADV:
Net assets	$	3,896,777		$	399,084		$	15,943		$	1,952,813
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		624,536			66,666			2,213			221,734
Net asset value and redemption price per share	$	6.24		$	5.99		$	7.20		$	8.81

⁽¹⁾ The affiliated master funds for the ING Fidelity^® VIP Contrafund^®, ING Fidelity^® VIP Equity-Income, ING Fidelity^® VIP Growth and ING Fidelity^® VIP Mid Cap 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
10

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2008

	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⁾	$	3,370,677		$	1,124,463		$	224,295		$	167,054
Total investment income		3,370,677			1,124,463			224,295			167,054
EXPENSES:
Distribution and service fees:
Class S		943,013			113,482			86,473			167,080
Class ADV		30,582			3,552			120			14,010
Administrative service fees		191,658			23,051			17,306			34,816
Total expenses		1,165,253			140,085			103,899			215,906
Net investment income (loss)		2,205,424			984,378			120,396			(48,852	)
REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED MASTER FUND:
Realized gain distributions from affiliated master fund		10,468,407			47,566			—			11,013,281
Net realized gain (loss) on sales of affiliated master fund		(11,725,242	)		(3,293,221	)		76,015			(2,542,616	)
Net realized gain (loss) on affiliated master fund		(1,256,835	)		(3,245,655	)		76,015			8,470,665
Net change in unrealized appreciation or depreciation on affiliated master fund		(207,595,158	)		(22,117,601	)		(21,331,658	)		(42,284,695	)
Net realized and unrealized loss on affiliated master fund and realized gain distributions from affiliated master fund		(208,851,993	)		(25,363,256	)		(21,255,643	)		(33,814,030	)
Decrease in net assets resulting from operations	$	(206,646,569	)	$	(24,378,878	)	$	(21,135,247	)	$	(33,862,882	)

See Accompanying Notes to Financial Statements
11

STATEMENTS OF CHANGES IN NET ASSETS

	ING Fidelity^® VIP Contrafund^® Portfolio						ING Fidelity^® VIP Equity-Income Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	2,205,424		$	1,970,306		$	984,378		$	759,754
Net realized gain on affiliated master fund		(1,256,835	)		102,158,037			(3,245,655	)		5,238,106
Net change in unrealized appreciation or depreciation on affiliated master fund		(207,595,158	)		(55,789,807	)		(22,117,601	)		(6,157,491	)
Increase (decrease) in net assets resulting from operations		(206,646,569	)		48,338,536			(24,378,878	)		(159,631	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class S		(20,316,461	)		(1,252,172	)		(1,067,800	)		(836,704	)
Class ADV		(287,679	)		(12,185	)		(13,082	)		(16,751	)
Net realized gains:
Class S		(82,261,044	)		(17,199,853	)		(4,837,903	)		(2,784,603	)
Class ADV		(1,262,009	)		(386,039	)		(74,580	)		(62,662	)
Total distributions		(104,127,193	)		(18,850,249	)		(5,993,365	)		(3,700,720	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		106,764,151			161,358,701			13,467,673			27,321,682
Reinvestment of distributions		104,127,193			18,850,249			5,993,365			3,700,720
		210,891,344			180,208,950			19,461,038			31,022,402
Cost of shares redeemed		(28,515,023	)		(11,476,560	)		(10,447,381	)		(6,684,616	)
Net increase in net assets resulting from capital share transactions		182,376,321			168,732,390			9,013,657			24,337,786
Net increase (decrease) in net assets		(128,397,441	)		198,220,677			(21,358,586	)		20,477,435
NET ASSETS:
Beginning of year		422,464,303			224,243,626			54,516,962			34,039,527
End of year	$	294,066,862		$	422,464,303		$	33,158,376		$	54,516,962
Undistributed net investment income at end of year	$	2,521,994		$	20,598,762		$	979,171		$	1,075,675

See Accompanying Notes to Financial Statements
12

STATEMENTS OF CHANGES IN NET ASSETS

	ING Fidelity^® VIP Growth Portfolio						ING Fidelity^® VIP Mid Cap Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	120,396		$	1,706		$	(48,852	)	$	117,953
Net realized gain (loss) on affiliated master fund		76,015			931,881			8,470,665			4,618,018
Net change in unrealized appreciation or depreciation on affiliated master fund		(21,331,658	)		5,160,396			(42,284,695	)		2,935,542
Increase (decrease) in net assets resulting from operations		(21,135,247	)		6,093,983			(33,862,882	)		7,671,513
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		(27,897	)		—			(168,121	)		(45,625	)
Net realized gains:
Class S		(910,084	)		(463,744	)		(4,381,013	)		(1,054,533	)
Class ADV		(582	)		(429	)		(186,341	)		(48,540	)
Total distributions		(938,563	)		(464,173	)		(4,735,475	)		(1,148,698	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		14,153,777			19,651,816			13,230,418			35,867,528
Reinvestment of distributions		938,563			464,173			4,735,475			1,148,698
		15,092,340			20,115,989			17,965,893			37,016,226
Cost of shares redeemed		(6,764,021	)		(4,932,973	)		(9,100,049	)		(3,368,052	)
Net increase in net assets resulting from capital share transactions		8,328,319			15,183,016			8,865,844			33,648,174
Net increase (decrease) in net assets		(13,745,491	)		20,812,826			(29,732,513	)		40,170,989
NET ASSETS:
Beginning of year		38,267,045			17,454,219			80,923,335			40,752,346
End of year	$	24,521,554		$	38,267,045		$	51,190,822		$	80,923,335
Undistributed net investment income at end of year	$	115,451		$	22,952		$	2,903,690		$	163,189

See Accompanying Notes to Financial Statements
13

FINANCIAL HIGHLIGHTS

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

					Income (loss) from investment operations									Less distributions															Ratios to average net assets					Supplemental data					Ratios and supplemental data of the master fund
			Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss) on affiliated master fund			Total from investment operations			From net investment income		From net realized gains from affiliated master fund			From return of capital from affiliated master fund		Total distributions			Net asset value, end of year or period		Total Return⁽¹⁾			Expenses excluding expenses of the master fund⁽²⁾⁽³⁾		Net investment income (loss) excluding expenses of the master fund⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate⁽⁴⁾			Expenses including gross expenses of the master fund⁽²⁾			Expenses including expenses net of voluntary waivers, if any, of the master fund⁽²⁾			Expenses including expenses net of all reductions of the master fund⁽²⁾			Portfolio turnover rate of the master fund

Year or period ended			($)		($)			($)			($)			($)		($)			($)		($)			($)		(%)			(%)		(%)			($000's)		(%)			(%)			(%)			(%)			(%)
ING Fidelity^® VIP Contrafund^® Portfolio
Class S
	12-31-08			14.72		0.06	^•		(5.37	)		(5.31	)		0.62		2.51			—		3.13			6.28		(42.90	)		0.30		0.58			290,170		8			1.21			1.21			1.20			172
	12-31-07			13.37		0.09			2.11			2.20			0.06		0.79			—		0.85			14.72		16.92			0.30		0.63			414,723		35			1.20			1.20			1.19			134
	12-31-06			12.03		0.11	^•		1.23			1.34			—		0.00	^*		—		0.00	^*		13.37		11.16			0.30		0.84			217,927		16			1.21			1.21			1.20			75
	12-31-05			10.34		(0.01	)		1.70			1.69			—		—			—		—			12.03		16.34			0.30		(0.29	)		57,988		5			1.21			1.21			1.19			60
	11-15-04	⁽⁵⁾-12-31-04		10.00		0.00	^*		0.34			0.34			—		—			—		—			10.34		3.40			0.30		(0.30	)		33		0	^*		1.23	^†		1.23	^†		1.21	^†		64	^†
Class ADV
	12-31-08			14.62		0.05	^•		(5.34	)		(5.29	)		0.58		2.51			—		3.09			6.24		(43.00	)		0.55		0.51			3,897		8			1.46			1.46			1.45			172
	12-31-07			13.28		0.03			2.12			2.15			0.02		0.79			—		0.81			14.62		16.69			0.55		0.24			7,741		35			1.45			1.45			1.44			134
	12-31-06			11.99		0.07	^•		1.22			1.29			—		0.00	^*		—		0.00	^*		13.28		10.78			0.55		0.53			6,317		16			1.46			1.46			1.45			75
	12-31-05			10.34		(0.03	)		1.68			1.65			—		—			—		—			11.99		15.96			0.55		(0.50	)		3,358		5			1.46			1.46			1.44			60
	11-15-04	⁽⁵⁾-12-31-04		10.00		(0.01	)		0.35			0.34			—		—			—		—			10.34		3.40			0.55		(0.55	)		1		0	^*		1.48	^†		1.48	^†		1.46	^†		64	^†
ING Fidelity^® VIP Equity-Income Portfolio
Class S
	12-31-08			12.06		0.20	^•		(4.98	)		(4.78	)		0.22		1.02			—		1.24			6.04		(42.96	)		0.30		2.14			32,759		23			1.12			1.12			1.12			34
	12-31-07			12.94		0.21			(0.05	)		0.16			0.24		0.80			—		1.04			12.06		0.97			0.30		1.61			53,573		24			1.10			1.10			1.10			20
	12-31-06			10.83		0.33	^•		1.79			2.12			—		0.01			—		0.01			12.94		19.61			0.30		2.77			33,038		25			1.12			1.12			1.12			22
	12-31-05			10.28		(0.01	)		0.56			0.55			—		—			—		—			10.83		5.35			0.30		(0.30	)		10,259		22			1.11			1.11			1.10			19
	11-15-04	⁽⁵⁾-12-31-04		10.00		0.00	^*		0.28			0.28			—		—			—		—			10.28		2.80			0.30		(0.30	)		1		0	^*		1.13	^†		1.13	^†		1.12	^†		22	^†
Class ADV
	12-31-08			11.94		0.22			(4.97	)		(4.75	)		0.18		1.02			—		1.20			5.99		(43.07	)		0.55		1.83			399		23			1.37			1.37			1.37			34
	12-31-07			12.83		0.13	^•		(0.01	)		0.12			0.21		0.80			—		1.01			11.94		0.69			0.55		1.01			944		24			1.35			1.35			1.35			20
	12-31-06			10.78		0.33	^•		1.73			2.06			—		0.01			—		0.01			12.83		19.14			0.55		2.80			1,002		25			1.37			1.37			1.37			22
	12-31-05			10.27		(0.03	)		0.54			0.51			—		—			—		—			10.78		4.97			0.55		(0.44	)		78		22			1.36			1.36			1.35			19
	11-15-04	⁽⁵⁾-12-31-04		10.00		(0.01	)		0.28			0.27			—		—			—		—			10.27		2.70			0.55		(0.55	)		1		0	^*		1.38	^†		1.38	^†		1.37	^†		22	^†

See Accompanying Notes to Financial Statements
14

FINANCIAL HIGHLIGHTS (CONTINUED)

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

					Income (loss) from investment operations									Less distributions													Ratios to average net assets					Supplemental data					Ratios and supplemental data of the master fund
			Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss) on affiliated master fund			Total from investment operations			From net investment income		From net realized gains from affiliated master fund		From return of capital from affiliated master fund		Total distributions		Net asset value, end of year or period		Total Return⁽¹⁾			Expenses excluding expenses of the master fund⁽²⁾⁽³⁾		Net investment income (loss) excluding expenses of the master fund⁽²⁾⁽³⁾			Net assets, end of year or period		Portfolio turnover rate⁽⁴⁾			Expenses including gross expenses of the master fund⁽²⁾			Expenses including expenses net of voluntary waivers, if any, of the master fund⁽²⁾			Expenses including expenses net of all reductions of the master fund⁽²⁾			Portfolio turnover rate of the master fund

Year or period ended			($)		($)			($)			($)			($)		($)		($)		($)		($)		(%)			(%)		(%)			($000's)		(%)			(%)			(%)			(%)			(%)
ING Fidelity^® VIP Growth Portfolio
Class S
	12-31-08			14.13		0.04	^•		(6.64	)		(6.60	)		0.01		0.28		—		0.29		7.24		(47.49	)		0.30		0.35			24,506		20			1.23			1.23			1.22			161
	12-31-07			11.38		0.00	^*		2.98			2.98			—		0.23		—		0.23		14.13		26.37			0.30		0.01			38,239		18			1.20			1.20			1.19			109
	12-31-06			10.73		(0.02	)		0.68			0.66			—		0.01		—		0.01		11.38		6.19			0.30		(0.18	)		17,434		43			1.24			1.24			1.22			114
	13-31-05			10.21		(0.01	)		0.53			0.52			—		—		—		—		10.73		5.09			0.30		(0.28	)		10,679		29			1.22			1.22			1.18			79
	11-15-04	⁽⁵⁾-12-31-04		10.00		(0.00	)^*		0.21			0.21			—		—		—		—		10.21		2.10			0.30		(0.30	)		1		0	^*		1.23	^†		1.23	^†		1.20	^†		72	^†
Class ADV
	12-31-08			14.09		—			(6.61	)		(6.61	)		—		0.28		—		0.28		7.20		(47.66	)		0.55		(0.02	)		16		20			1.48			1.48			1.47			161
	12-31-07			11.38		(0.02	)		2.96			2.94			—		0.23		—		0.23		14.09		26.01			0.55		(0.16	)		28		18			1.45			1.45			1.44			109
	10-30-06	⁽⁶⁾-12-31-06		11.34		(0.01	)		0.05			0.04			—		—		—		—		11.38		0.35			0.55		(0.55	)		21		43			1.49			1.49			1.47			114
	01-01-06-05-04-06	⁽⁶⁾		10.68		(0.01	)		0.53			0.52			—		—		—		—		11.20		4.87			0.55		(0.20	)		1		43			1.49			1.49			1.47			114
	12-31-05			10.20		(0.05	)		0.53			0.48			—		—		—		—		10.68		4.71			0.55		(0.25	)		1		29			1.47			1.47			1.43			79
	11-15-04	⁽⁵⁾-12-31-04		10.00		(0.01	)		0.21			0.20			—		—		—		—		10.20		2.00			0.55		(0.55	)		1		0	^*		1.48	^†		1.48	^†		1.45	^†		72	^†
ING Fidelity^® VIP Mid Cap Portfolio
Class S
	12-31-08			15.72		(0.01	)^•		(5.95	)		(5.96	)		0.04		0.84		—		0.88		8.88		(39.82	)		0.30		(0.06	)		49,238		13			1.23			1.23			1.22			145
	12-31-07			13.92		0.03	^•		2.05			2.08			0.01		0.27		—		0.28		15.72		15.00			0.30		0.20			77,608		12			1.21			1.21			1.20			113
	12-31-06			12.42		(0.03	)^•		1.54			1.51			—		0.01		—		0.01		13.92		12.15			0.30		(0.24	)		38,562		12			1.23			1.23			1.21			149
	13-31-05			10.56		(0.01	)		1.87			1.86			—		—		—		—		12.42		17.61			0.30		(0.32	)		4,065		14			1.24			1.24			1.19			107
	11-15-04	⁽⁵⁾-12-31-04		10.00		(0.00	)^*		0.56			0.56			—		—		—		—		10.56		5.60			0.30		(0.30	)		17		0	^*		1.26	^†		1.26	^†		1.23	^†		55	^†
Class ADV
	12-31-08			15.59		(0.03	)^•		(5.91	)		(5.94	)		—		0.84		—		0.84		8.81		(39.90	)		0.55		(0.20	)		1,953		13			1.48			1.48			1.47			145
	12-31-07			13.84		(0.01	)		2.03			2.02			—		0.27		—		0.27		15.59		14.64			0.55		(0.06	)		3,315		12			1.46			1.46			1.45			113
	12-31-06			12.39		(0.05	)^*		1.51			1.46			—		0.01		—		0.01		13.84		11.77			0.55		(0.40	)		2,190		12			1.48			1.48			1.46			149
	13-31-05			10.55		(0.02	)		1.86			1.84			—		—		—		—		12.39		17.44			0.55		(0.48	)		1,501		14			1.49			1.49			1.44			107
	11-15-04	⁽⁵⁾-12-31-04		10.00		(0.00	)^*		0.55			0.55			—		—		—		—		10.55		5.50			0.55		(0.55	)		1		0	^*		1.51	^†		1.51	^†		1.48	^†		55	^†

⁽¹⁾Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value. Total return for periods less than one year is 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.

⁽²⁾ Annualized for periods less than one year.

⁽³⁾ Expense ratios do not include fees and expenses charged under the variable annuity contract or variable life insurance policy.

⁽⁴⁾ Portfolio turnover rate is calculated based on the Portfolio's purchases or sales of the master fund.

⁽⁵⁾ Commencement of operations.

⁽⁶⁾ Class ADV was fully redeemed on May 5, 2006 and recommenced operations on October 30, 2006.

^• Calculated using average number of shares outstanding throughout the period.

* Amount is less than 0.500% or $0.005 or more than $(0.005).

† 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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008

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, 2008 there were thirty-six active 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 and seeks to achieve a yield that exceeds the composite yield on the securities comprising the S&P 500^® Index 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.

* Fidelity and Contrafund are registered trademarks of FMR Corp.

Each Portfolio in this report operates as a "feeder fund" which means it invests all of its assets in a separate mutual fund, the master fund: 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, 2008, Contrafund, Equity-Income, Growth and Mid Cap Portfolios each held 2 .1% or less of their respective Master Fund.

The Portfolios offer two classes of shares, referred to as Service Class ("Class S") and Adviser Class ("Class ADV"). Each share class represents interests in the same portfolio of investments of the particular Portfolio, and shall be identical in all respects, except for the impact of expenses, voting, exchange privileges, and any different shareholder services relating to a class of shares. Shareholders of 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 seperate 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 Portfolios are

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 1 — ORGANIZATION (continued)

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.

Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, "Fair Value Measurements", establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Portfolios is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as "Level 1", inputs other than quoted prices for an asset that are observable are classified as "Level 2" and unobservable inputs, including the sub-adviser's judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as "Level 3". The inputs used for valuing securities are not necessarily an indic ation of the risks associated with investing in those securities. A table summarizing the Portfolios' investments under these levels of classification is included following the Portfolios of Investments.

Effective for fiscal years and interim periods ending after November 15, 2008, the FASB issued FASB Staff Position ("FSP") No. FAS 133-1 and FASB Interpretation Number ("FIN") 45-4, "Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161." The amendments to FAS 133 require enhanced disclosure regarding credit derivatives sold, including (1) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment/performance risk of the credit derivative, (2) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (3) the fair value of the credit derivative, and (4) the natu re of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. All changes to accounting policies have been made in accordance with the FSP and incorporated for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

B. Security Transactions and Revenue Recognition. Security transactions are accounted for on trade date. Dividend income received from the affiliated funds is recognized on the ex-dividend date and is recorded as income distributions in the Statement of Operations. Capital gain distributions received from the affiliated funds are recognized on ex-dividend date and are recorded on the Statement of Operations as such. Costs used in determining realized gains and losses on the sales of investment securities are on the basis of specific identification.

C. Distributions to Shareholders. The Portfolios record distributions to their shareholders on the ex-dividend date. Each Portfolio distributes

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (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.

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. Management has considered the sustainability of the Portfolios' tax positions taken on federal income tax returns for all open tax years in making this determination. 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 capit al loss carryforward has been fully utilized or expired.

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 interest, being invested by a Portfolio. The underlying collateral is valued daily on a mark-to-market basis to assure that the value, including accrued interest is at least equal to the repurchase price. There would be potential loss to the Portfolio in the event 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 investment adviser 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

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 3 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES (continued)

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, 2008, the cost of purchases and proceeds from sales of the Master Funds were as follows:

	Purchases		Sales
Contrafund	$	119,067,792	$	29,003,933
Equity-Income		14,483,570		10,499,303
Growth		14,307,207		6,982,481
Mid Cap		24,111,467		9,413,411

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 respective 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, 2008, the Portfolios had the following amounts recorded as payable to affiliates on the accompanying Statements of Assets and Liabilities:

	Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Total
Contrafund	$	11,876	$	60,189	$	72,065
Equity-Income		1,354		6,870		8,224
Growth		1,005		5,031		6,036
Mid Cap		2,058		10,680		12,738

At December 31, 2008, the following indirect, wholly-owned subsidiary of ING Groep owned more than 5% of the following Portfolios:

ING Life Insurance and Annuity Company — Contrafund (99.74%); Equity-Income (99.50%); Growth (99.69%); Mid Cap (99.56%).

The Fund 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.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 7 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

		Shares sold		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding
Year or period ended		#		#		#			#			($)		($)		($)			($)
Contrafund
Class S
	12-31-08		9,644,843		11,077,484		(2,720,771	)		18,001,556			105,378,321		102,577,506		(26,463,339	)		181,492,488
	12-31-07		11,233,736		1,355,770		(721,415	)		11,868,091			159,693,325		18,452,025		(10,138,909	)		168,006,441
Class ADV
	12-31-08		118,246		168,444		(191,662	)		95,028			1,385,830		1,549,687		(2,051,684	)		883,833
	12-31-07		118,842		29,433		(94,324	)		53,951			1,665,376		398,224		(1,337,651	)		725,949
Equity-Income
Class S
	12-31-08		1,426,932		660,593		(1,103,323	)		984,202			13,383,194		5,905,703		(10,207,398	)		9,081,499
	12-31-07		2,086,783		290,402		(487,257	)		1,889,928			27,022,729		3,621,307		(6,319,144	)		24,324,892
Class ADV
	12-31-08		9,366		9,872		(31,625	)		(12,387	)		84,479		87,662		(239,983	)		(67,842	)
	12-31-07		23,188		6,420		(28,657	)		951			298,953		79,413		(365,472	)		12,894
Growth
Class S
	12-31-08		1,218,202		81,706		(622,235	)		677,673			14,121,971		937,981		(6,735,493	)		8,324,459
	12-31-07		1,520,557		36,573		(381,368	)		1,175,762			19,599,609		463,744		(4,882,310	)		15,181,043
Class ADV
	12-31-08		2,501		51		(2,321	)		231			31,806		582		(28,528	)		3,860
	12-31-07		3,893		34		(3,752	)		175			52,207		429		(50,663	)		1,973
Mid Cap
Class S
	12-31-08		943,868		339,488		(677,625	)		605,731			12,693,295		4,549,134		(8,569,504	)		8,672,925
	12-31-07		2,285,513		72,714		(190,942	)		2,167,285			34,715,923		1,100,158		(2,995,720	)		32,820,361
Class ADV
	12-31-08		39,566		14,011		(44,412	)		9,165			537,123		186,341		(530,545	)		192,919
	12-31-07		75,712		3,230		(24,673	)		54,269			1,151,605		48,540		(372,332	)		827,813

NOTE 8 — FEDERAL INCOME TAXES

The following permanent tax differences have been reclassified as of December 31, 2008:

	Undistributed Net Investment Income		Accumulated Net Realized Gains/(Losses)
Contrafund	$	321,948	$	(321,948	)
Mid Cap		2,957,474		(2,957,474	)

The tax composition of dividends and distributions to shareholders was as follows:

	Year Ended December 31, 2008				Year Ended December 31, 2007
	Ordinary Income		Long-Term Capital Gains		Ordinary Income		Long-Term Capital Gains
Contrafund	$	20,607,464	$	83,519,729	$	1,454,608	$	17,395,641
Equity-Income		1,080,882		4,912,483		959,239		2,741,481
Growth		27,897		910,666		262,206		201,967
Mid Cap		168,121		4,567,354		89,615		1,059,083

The tax-basis components of distributable earnings as of December 31, 2008 were:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Unrealized Appreciation/ (Depreciation)
Contrafund	$	2,521,994	$	10,140,567	$	(273,866,020	)
Equity-Income		979,171		24,426		(30,573,096	)
Growth		115,451		745,448		(16,004,634	)
Mid Cap		2,903,690		7,444,937		(39,942,791	)

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 8 — FEDERAL INCOME TAXES (continued)

The Portfolios' major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2004.

NOTE 9 — OTHER ACCOUNTING PRONOUNCEMENTS

NOTE 10 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

In addition to responding to regulatory and governmental requests, DSL reported that management of U.S. affiliates of ING Groep 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. ING's internal review related to mutual fund trading has been 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 eac h 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.

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2008 (CONTINUED)

NOTE 10 — INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS (continued)

fund trading have been settled and restitution amounts prepared by an independent consultant have been paid to the affected ING Funds.

• 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.

PORTFOLIO OF INVESTMENTS
ING FIDELITY^® VIP CONTRAFUND^® PORTFOLIO AS OF DECEMBER 31, 2008

Shares					Value
AFFILIATED MASTER FUND: 100.0%
	19,427,914	Fidelity^® VIP Contrafund^® Portfolio - Service Class 2 Shares			$	294,138,616
		Total Investments in Affiliated Master Fund (Cost $556,277,500)*	100.0	%	$	294,138,616
		Other Assets and Liabilities - Net	(0.0	)		(71,754	)
		Net Assets	100.0	%	$	294,066,862

* Cost for federal income tax purposes is $568,004,636.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	—
Gross Unrealized Depreciation		(273,866,020	)
Net Unrealized Depreciation	$	(273,866,020	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	294,138,616	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	294,138,616	$	—

See Accompanying Notes to Financial Statements
23

PORTFOLIO OF INVESTMENTS
ING FIDELITY^® VIP EQUITY-INCOME PORTFOLIO AS OF DECEMBER 31, 2008

Shares					Value
AFFILIATED MASTER FUND: 100.0%
	2,551,202	Fidelity^® VIP Equity-Income Portfolio - Service Class 2 Shares			$	33,165,625
		Total Investments in Affiliated Master Fund (Cost $60,463,537)*	100.0	%	$	33,165,625
		Other Assets and Liabilities - Net	(0.0	)		(7,249	)
		Net Assets	100.0	%	$	33,158,376

* Cost for federal income tax purposes is $63,738,721.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	—
Gross Unrealized Depreciation		(30,573,096	)
Net Unrealized Depreciation	$	(30,573,096	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	33,165,625	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	33,165,625	$	—

See Accompanying Notes to Financial Statements
24

PORTFOLIO OF INVESTMENTS
ING FIDELITY^® VIP GROWTH PORTFOLIO AS OF DECEMBER 31, 2008

Value

AFFILIATED MASTER FUND: 100.0%

1,052,235

Fideility^® VIP Growth Portfolio - Service Class 2 shares

24,527,588

Total Investments in Affiliated Master Fund
(Cost $39,855,484)*

100.0

24,527,588

Other Assets and Liabilities - Net

0.0

(6,034

)

Net Assets

100.0

24,521,554

* Cost for federal income tax purposes is $40,532,222.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	—
Gross Unrealized Depreciation		(16,004,634	)
Net Unrealized Depreciation	$	(16,004,634	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	24,527,588	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	24,527,588	$	—

See Accompanying Notes to Financial Statements
25

PORTFOLIO OF INVESTMENTS
ING FIDELITY^® VIP MID CAP PORTFOLIO AS OF DECEMBER 31, 2008

Shares					Value
AFFILIATED MASTER FUND: 100.0%
	2,825,789	Fidelity^® VIP MidCap Portfolio - Service Class 2 Shares			$	51,203,296
		Total Investments in Affiliated Master Fund (Cost $89,204,495)*	100.0	%	$	51,203,296
		Other Assets and Liabilities - Net	(0.0	)		(12,474	)
		Net Assets	100.0	%	$	51,190,822

* Cost for federal income tax purposes is $91,146,087.

Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	—
Gross Unrealized Depreciation		(39,942,791	)
Net Unrealized Depreciation	$	(39,942,791	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	51,203,296	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—
Total	$	51,203,296	$	—

See Accompanying Notes to Financial Statements
26

TAX INFORMATION (UNAUDITED)

Dividends paid during the year ended December 31, 2008 were as follows:

Fund Name	Type	Per Share Amount
ING Fidelity^® VIP Contrafund^® Portfolio
Class ADV	NII	$	0.5728
Class S	NII	$	0.6206
All Classes	STCG	$	0.0001
All Classes	LTCG	$	2.5127
ING Fidelity^® VIP Equity-Income Portfolio
Class ADV	NII	$	0.1785
Class S	NII	$	0.2246
All Classes	LTCG	$	1.0176

Fund Name	Type	Per Share Amount
ING Fidelity^® VIP Growth Portfolio
Class ADV	NII	$	—
Class S	NII	$	0.0085
All Classes	LTCG	$	0.2773
ING Fidelity^® VIP Mid Cap Portfolio
Class ADV	NII	$	—
Class S	NII	$	0.0324
All Classes	LTCG	$	0.8443

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, 2008, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:

ING Fidelity^® VIP Contrafund^® Portfolio	15.67	%
ING Fidelity^® VIP Equity-Income Portfolio	100.00	%
ING Fidelity^® VIP Growth Portfolio	100.00	%
ING Fidelity^® VIP Mid Cap Portfolio	97.30	%

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)

The business and affair of the Funds are managed under the direction of the Funds' Board. A Director who is not an interested person of the Funds, 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 Funds and is available, without charge, upon request at (800) 992-0180.

Name, Address,
and Age

Position(s)
Held With
Trust

Term of
Office and
Length of
Time
Served⁽¹⁾

Principal
Occupation(s) -
During the
Past 5 Years

Number of
Portfolios in
Fund Complex
Overseen
by Trustee⁽²⁾

Other
Directorships/
Trusteeships
Held by
Director/Trustee

Independent Directors:

Colleen D. Baldwin
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 48

Director

November 2007 - Present

161

None.

John V. Boyer⁽⁴⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 55

Director

November 1997 - Present

161

None.

Patricia W. Chadwick
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 60

Director

January 2006 - Present

Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).

161

Wisconsin Energy Corporation (June 2006 - Present).

Peter S. Drotch
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 66

Director

November 2007 - Present

Retired partner, PricewaterhouseCoopers, LLP.

161

First Marblehead Corporation (October 2003 - Present).

J. Michael Earley
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63

Director

January 2005 - Present

Retired. Formerly, President and Chief Executive Officer, Bankers Trust Company, N.A., Des Moines (June 1992 - Present).

161

Bankers Trust Company, N.A. (June 1992 - Present) and 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).

161

Assured Guaranty Ltd. (April 2004 - Present) and Odyssey Re Holdings Corporation (November 2006 - Present).

Sheryl K. Pressler
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 58

Director

January 2006 - Present

Consultant (May 2001 - Present).

161

Global Alternative Asset Management, Inc. (October 2007 - Present) and Stillwater Mining Company (May 2002 - Present).

Roger B. Vincent
7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 63

Director

January 2005 - Present

President, Springwell Corporation (March 1989 - Present).

161

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
Trust

Term of
Office and
Length of
Time
Served⁽¹⁾

Principal
Occupation(s) -
During the
Past 5 Years

Number of
Portfolios in
Fund Complex
Overseen
by Trustee⁽²⁾

Other
Directorships/
Trusteeships
Held by
Director/Trustee

Trustees who are "Interested Persons":

Robert W. Crispin⁽⁵⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 62

Director

November 2007 - Present

Retired. Chairman and Chief Investment Officer, ING Investment Management Co. (June 2001 - December 2007).

161

ING Canada Inc. (December 2004 - Present) and ING Bank, fsb (June 2001 - Present).

Shaun P. Mathews⁽³⁾⁽⁵⁾7337 E. Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53

Director

November 2007 - Present

200

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held With the Trust

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) - During the
Past 5 Years

Shaun P. Mathews⁽⁵⁾7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 53

President and Chief Executive Officer

November 2006 - Present

Michael J. Roland
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 50

Executive Vice President

January 2005 - Present

Stanley D. Vyner
230 Park Avenue
New York, New York 10169
Age: 58

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).

Joseph M. O'Donnell
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 54

Executive Vice President and Chief Compliance Officer

March 2006 - Present
January 2005 - Present

Todd Modic
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 41

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

March 2005 - Present

Senior Vice President, ING Funds Services, LLC⁽³⁾ (March 2005 - Present). Formerly, Vice President, ING Funds Services, LLC⁽³⁾ (September 2002 - March 2005).

Kimberly A. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 44

Senior Vice President

January 2005 - Present

Senior Vice President, ING Investments, LLC⁽²⁾ (October 2003 - Present).

Robert Terris
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 Trust

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) - During the
Past 5 Years

Ernest J. C'DeBaca
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 39

Senior Vice President

May 2006 - Present

Robyn L. Ichilov
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 41

Vice President and Treasurer

January 2005 - Present

Vice President and Treasurer, ING Funds Services, LLC⁽³⁾ (November 1995 - 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: 36

Vice President

September 2007 - Present

Maria M. Anderson
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 50

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).

Denise Lewis
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45

Vice President

January 2007 - Present

Vice President, ING Funds Services, LLC (December 2006 - Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 - December 2006).

Kimberly K. Springer
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 51

Vice President

March 2006 - Present

Susan P. Kinens
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 32

Assistant Vice President

January 2005 - Present

Assistant Vice President, ING Funds Services, LLC⁽³⁾ (December 2002 - Present).

Craig Wheeler
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 39

Assistant Vice President

May 2008 - Present

DIRECTOR AND OFFICER INFORMATION (UNAUDITED) (CONTINUED)

Name, Address
and Age

Position(s)
Held With the Trust

Term of Office and
Length of Time Served⁽¹⁾

Principal Occupation(s) - During the
Past 5 Years

Huey P. Falgout, Jr.
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45

Secretary

August 2003 - Present

Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present).

Theresa K. Kelety
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 45

Assistant Secretary

August 2003 - Present

Senior Counsel, ING Americas, U.S. Legal Services (April 2008 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (April 2003 - April 2008).

Kathleen Nichols
7337 East Doubletree Ranch Rd.
Scottsdale, Arizona 85258
Age: 33

Assistant Secretary

May 2008 - Present

Counsel, ING Americas, U.S. Legal Services (February 2008 - Present). Formerly, Associate, Ropes & Gray LLP (September 2005 - February 2008)

(1) The officers hold office until the next annual meeting of the Trustees 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 successor 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, as amended (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 14, 2008, the Board, including a majority of the Independent Directors, considered whether to renew the investment advisory contract (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 24 and November 12, 2008 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 14, 2008 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 K&L Gates LLP ("K&L Gates"), their independent legal counsel, and their own business judgment, to be relevant. Further, while the advisory contracts for all the ING Funds were considered at the same Board meeting, the Directors considered each Portfolio's advisory relationship 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 Contract for the one-year period ending November 30, 2009. 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 arrangement.

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 conn ection with advisory contract renewal and approval. 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 ING Funds' 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 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 Domestic Equity Investment Review Committee (the "DE IRC"). Among other matters, the Contracts Committee provides oversight with respect to the contracts renewal process, and the Portfolios are assigned to the DE IRC, which provides oversight regarding, among other matters, investment performance.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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 arrangements (including the Portfolios' Advisory Contract). 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 addition, in 2007 and 2008, 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 the Portfolios 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 Investment Review Committees, including the DE IRC, reviews benchmarks used to assess the performance of the funds in the ING Funds complex. The IRCs may apply a heightened level of scrutiny in cases where performance has lagged an ING Fund's relevant benchmark and/or SPG.

The Board employed its process for reviewing contracts when considering the renewal of the Portfolios' Advisory Contract that would be effective through November 30, 2009. 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, 2009, 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 14, 2008 Board meeting included, among other information, the following items for each Portfolio: (1) FACT sheets that provided information regarding the performance and expenses of the Portfolio and other similarly managed funds in its SPG, as well as information regarding the Portfolio's investment portfolio, objective and strategies; (2) reports providing risk and attribution analyses of the Portfolio; (3) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which the Portfolios' benchmarks and SPGs were selected and how profitability was determined; (4) responses from the Adviser to a series of questions posed by K&L Gates on behalf of th e Directors; (5) copies of the form of Advisory Contract; (6) a copy of the Form ADV for the Adviser; (7) financial statements for the Adviser; (8) a draft of a narrative summary addressing key factors the Board customarily considers in evaluating the renewals of the ING Funds' (including the Portfolios') advisory contracts, including a written analysis for the Portfolio of how performance, fees and expenses compare to its SPG and/or designated benchmark; (9) independent analyses of Portfolio performance by the Company's Chief Investment Risk Officer; (10) information regarding net asset flows into and out of the Portfolio; and (11) other information relevant to the Board's evaluations.

For each Portfolio, Class S shares were used for purposes of certain comparisons between the Portfolios and their SPGs. Class S shares generally were selected so that a Portfolio's share class with the longest performance history was compared to the analogous class of shares for each fund in its SPG. The mutual funds included in the Portfolios' SPGs were selected based upon criteria designed to mirror the Portfolio share class being compared to the SPG.

In arriving at its conclusions with respect to the Advisory Contract, the Board noted the resources that the Adviser has committed to assist the Board and the DE 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 Board's IRCs to analyze the key factors underlying investment performance for the funds in the ING Funds complex.

The Board also noted the proactive approach that the Adviser, working in cooperation with the IRCs, has taken to advocate or recommend, when it believed

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

appropriate, changes designed to assist in improving the Portfolios' performance.

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 such 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.

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 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 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 the Portfolios' 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 the advisory relationship, 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 FACT sheet performance data was as of June 30, 2008. In addition, the Board also considered at its November 14, 2008 meeting certain additional data regarding performance and Portfolio asset levels as of October 31, 2008. The Board's findings specific to each Portfolio's performance are discussed 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, the Board noted that any breakpoints in advisory fee schedules applicable to the underlying Master Fund in which each Portfolio invests results in a lower, aggregate advisory fee payable by Portfolio shareholders. As the Portfolio does not have advisory fee breakpoints, but may 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 waivers, reimbursements or expense reductions.

The Board also considered that the Portfolios had experienced material declines in assets, especially during October 2008, due to general market declines precipitated by the credit crises and other generally adverse market developments. As a result of these

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

asset declines, the Board considered that there were fewer opportunities to realize economies of scale.

Information Regarding Services to Other Clients

The Board requested and 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. 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 that the fee rates charged to the Portfolios and other institutional clients of the Adviser (including other investment companies) may differ materially due to, among other reasons: differences in services; different regulatory requirements associated with registered investment companies, such as the Portfolios, as compared to non-registered investment company clients; market differences in fee rates that existed when a Portfolio first was organized; differences in the original sponsors of Portfolios that now are managed by th e Adviser; investment capacity constraints that existed when certain contracts were first agreed upon or that might exist at present; and different pricing structures that are necessary to be competitive in different marketing channels.

Fee Rates and Profitability

The Board reviewed and considered the contractual investment advisory fee rate, combined with the administrative fee rate, payable by the Portfolios to the Adviser. In addition, the Board considered fee waivers and expense limitations 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 structure of each Portfolio as it relates to the services provided under the 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 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 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. 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.

Further, the Board considered that the decline in asset levels of the Portfolios caused by recent adverse economic conditions was likely to cause a similar decline in any profits realized by the Adviser.

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. In making its determinations, the Board based its conclusions on the reasonableness of the advisory fees of the Advisers primarily on the factors described for the Portfolios below.

Portfolio-by-Portfolio Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 14, 2008 meeting in relation to renewing the Portfolios' current Advisory Contract for the year ending November 30, 2009. These specific factors are in addition to those considerations discussed above. In each case, a Portfolio's performance was compared to its Morningstar category median and its primary benchmark, a broad-based securities market index that appears in the Portfolios' prospectus. With respect to Morningstar quintile rankings, the first quintile represents the highest (best) performance

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

and the fifth quintile represents the lowest performance. The Portfolios' 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, 2008: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the year-to-date period, during which it underperformed; (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 first (highest) quintile of its Morningstar category for the one- and three-year periods, the second quintile for the most recent calendar quarter, and the fourth quintile for the year-to-date period.

In considering the fees payable under the Advisory Contract 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 (a) under which no advisory fees are charged when the Portfolio is fully invested in Fidelity's VIP Contrafund Portfolio (the "Contrafund Master Fund"); and (b) advisory fees are charged by the Contrafund Master Fund and indirectly borne by Portfolio shareholders; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of 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, 2008: (1) the Portfolio underperformed its Morningstar category median for all periods presented, with the exception of the three-year period, during which it outperformed; (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 three-year period, and the fourth quintile for the most recent calendar quarter, year-to-date, and one-year periods.

In analyzing this performance data, the Board took into account: (1) Management's representations that the Portfolio's longer-term performance had been reasonable; and (2) Management's expectation that its performance will improve.

In considering the fees payable under the Advisory Contract 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 (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 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.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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, 2008: (1) the Portfolio outperformed its Morningstar category median for all periods presented, with the exception of the year-to-date period, during which it underperformed; (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 first (highest) quintile of its Morningstar category for the one-year and three-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 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 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, 2008: (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 most recent calendar quarter and year-to-date periods, during which it underperformed; and (3) the Portfolio is ranked in the first quintile of its Morningstar category for the one-year and three-year periods, and the third quintile for the most recent calendar quarter and year-to-date periods.

In considering the fees payable under the Advisory Contract 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 (a) under which no advisory fees are charged when the Portfolio is fully invested in Fidelity's VIP Mid Cap Portfolio (the "Mid Cap Master Fund"); and (b) advisory fees are charged by the Mid Cap Master Fund and indirectly borne by Portfolio shareholders; and (2) the pricing structure (including the expense ratio to be borne by shareholders) of 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 portfolios in its SPG.

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
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 (1208-022509)

LOGO

Annual Report

December 31, 2008

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


		E-Delivery Sign-up – details inside

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.

MUTUAL FUNDS

LOGO

TABLE OF CONTENTS


President’s Letter		1

Market Perspective		2

Portfolio Managers’ Reports		4

Shareholder Expense Examples		14

Report of Independent Registered Public Accounting Firm		16

Statements of Assets and Liabilities		17

Statements of Operations		19

Statements of Changes in Net Assets		21

Financial Highlights		25

Notes to Financial Statements		29

Portfolios of Investments		38

Tax Information		45

Director and Officer Information		47

Advisory Contract Approval Discussion		51



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Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs. Just go to www.ingfunds.com, click on the E-Delivery icon from the home page, follow the directions and complete the quick 5 Steps to Enroll. You will be notified by e-mail when these communications become available on the internet. Documents that are not available on the internet will continue to be sent by mail.

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

LOGO

Dear Shareholders,

We are in the midst of one of the most challenging periods ever faced by investors, and we at ING Funds are aware of the anxiety that you may be feeling at this time.

investment strategy of all. We ask that investors not lose sight of their commitment to the long-term.

We thank you for your support and confidence and we look forward to continuing to do business with you in the future.

Sincerely,

LOGO

Shaun Mathews

President & Chief Executive Officer

ING Funds

January 23, 2009

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. Consider the fund’s investment objectives, risks, and charges and expenses carefully before investing. The prospectus contains this information and other information about the fund.

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, 2008

In our semi-annual report, we described a failed second quarter rally that fizzled when investors realized that borderline recessionary conditions and a credit crunch had not gone away. By year-end, governments were committing previously unimaginable sums of taxpayer money to prevent systemic collapse. Global equities in the form of the MSCI World^® Index⁽¹⁾ measured in local currencies, including net reinvested dividends (“MSCI” for regions discussed below) plunged 29.70% in the six months ended December 31, 2008 (down 38.70% for the entire fiscal year). (The MSCI World^® Index plunged 40.71% for the entire fiscal year, measured in U.S. dollars.) In currencies, the dollar at first drifted near record lows against the euro. But the tide turned in mid-July and for the six months ended December 31, 2008, the dollar strengthened by 12.10% (4.50% for the entire fiscal year). The dollar also soared 37.80% against the pound for the six months ended December 31, 2008 (37.90% for the entire fiscal year). But the yen advanced as carry trades (essentially short yen positions) were unwound and the dollar fell 14.90% for the six months ended December 31, 2008 (down 19.60% for the entire fiscal year).

Even more dramatic was the price of oil which marched to an all-time high of around $147 per barrel in mid-July, only to lose more than two thirds of that price by December 31, 2008.

The economic statistics remained bleak. By the end of October, the Standard & Poor’s (“S&P”)/Case-Shiller National U.S. Home Price Index⁽²⁾ of house prices had fallen a record 18% over the year. New home sales were at 1991 levels. Some 45% of existing home sales were distressed.

Payrolls declined in every month of 2008, as the number of people claiming unemployment reached 4.1 million, a 26-year high. Gross domestic product (“GDP”) fell at an annualized rate of 0.50% in the third quarter, and the National Bureau of Economic Research announced that the recession had actually started in December 2007.

The Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) were taken into “conservatorship.” Merrill Lynch was acquired by the

Bank of America with a wink from the authorities. AIG received an $85 billion loan from a reluctant government, which also took a 79.90% equity stake in AIG. But Lehman Brothers having sought capital, then a buyer, found neither and was left to file for Chapter 11 bankruptcy protection.

Policy response was huge but at least initially muddled. A Troubled Asset Relief Plan (“TARP”) would set up a $700 billion fund to buy illiquid mortgage securities from financial institutions. But on November 12, 2008 with half of the money already used to recapitalize banks, Treasury Secretary Paulson announced that the rest of the funds would not be used to buy illiquid mortgage securities after all. This merely renewed the pressure on the holders of such securities like Citigroup, which within two weeks received guarantees from the government against losses and another $20 billion in capital.

Other programs were of more practical use, like support for the commercial paper market and a guarantee facility for money market funds. Arguably the most effective measure was the announced intention to buy vast quantities of agency mortgage-backed securities and debentures. This had the effect of driving down rates on the 30-year mortgage towards 5.00%, a record low. In the meantime, the newly-elected president promised a stimulus package worth approximately $1 trillion. And by year end, the Federal Open Market Committee (“FOMC”) reduced interest rates to a range of between 0% and 0.25%.

2008 ended with much gloom and bad news still to come, but the platform for recovery was perhaps taking shape.

In U.S. fixed-income markets, yields on the 90-day Treasury Bills briefly turned negative in December 2008, while the yield on the ten-year Treasury Note fell below 2.50%, something we had not seen in 50 years. The Barclays Capital U.S. Aggregate Bond Index⁽³⁾, formerly known as the Lehman Brothers U.S. Aggregate Bond Index, of investment grade bonds returned 4.10% for the six months ended December 31, 2008, (5.20% for the entire fiscal year). By contrast, high yield bonds, represented by the Barclays Capital High Yield Bond — 2% Issuer Constrained

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2008

Composite Index⁽⁴⁾, formerly known as the Lehman Brothers High Yield Bond — 2% Issuer Constrained Composite Index, behaved more like a stock index and returned (25.10)% for the six months ended December 31, 2008 (down 25.90% for the entire fiscal year).

U.S. equities, represented by the S&P 500^® Composite Stock Price (“S&P 500^®”) Index⁽⁵⁾, including dividends, returned (28.50)% for the six months ended December 31, 2008, (down 37.00% for the entire fiscal year), increasingly unimpressed by sharply falling oil prices. Profits for S&P 500^® Index companies suffered their fifth straight quarter of decline, led again by the financials sector, although taxpayer money was also potentially committed to save the big three auto makers from bankruptcy. On November 20, 2008, the S&P 500^® Index plumbed a level not seen since April 1997, before a December recovery.

In international markets, plainly entering recession, the MSCI Japan^® Index⁽⁶⁾ slumped 35.90% for the six months ended December 31, 2008, (down 42.60% for the entire fiscal year). The strengthening yen hit exports in an export-dependent economy even as global demand slowed for other reasons. The MSCI Europe ex UK^® Index⁽⁷⁾ sagged 29.40% for the six months ended December 31, 2008 (down 43.20% for the entire fiscal year), beset by sharply falling economic activity and a European Central Bank in denial that inflation was falling fast. Finally, rates were reduced by an unprecedented 175 basis points (or 1.75%) in two months near the end of the year while governments, one after the other, proposed large stimulus packages. In the UK, the MSCI UK^® Index⁽⁸⁾ fell 19.40% for the six months ended December 31, 2008 (down 28.50% for the entire fiscal year). The UK had allowed a bigger housing bubble than the United States and deeper personal indebtedness in an economy more dependent on the financial sector. Rates were reduced to 1951 levels as venerable banks ceased to exist as independent entities.

⁽¹⁾ The MSCI World^® Index 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.

⁽³⁾ The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁴⁾ The Barclays Capital High Yield Bond — 2% Issuer Constrained Composite Index is an unmanaged index that measures the performance of non-investment grade fixed-income securities.

⁽⁵⁾ 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.

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

⁽⁷⁾ The MSCI Europe ex UK^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.

⁽⁸⁾ 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

The ING Solution Portfolios consist of ING Solution Growth Portfolio, ING Solution Growth and Income 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 “Portfolios” or the “Solution Portfolios”). Each Portfolio seeks to achieve its investment objective by investing in a combination of other ING Funds (“Underlying Funds”) according to target allocations determined by Directed Services LLC (“DSL” or “Investment Adviser”), under the guidance of an Investment Committee⁽¹⁾. 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.

Portfolio Specifics: 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. Each Portfolio’s approximate target investment allocations (expressed as a percentage of its net assets) among the asset classes in which the Portfolios invest are set out on page 6. As these are target allocations, the actual allocations of the Portfolios’ assets may deviate from the percentages shown.

Assets will be allocated among the Underlying Funds and markets based on judgments made by DSL. The performance of the Portfolios reflects the performance of the Underlying Funds in which each Portfolio invests and the weightings of each Portfolio’s assets in each Underlying Fund.

There is a risk that the Portfolios may allocate assets to an Underlying Fund or market that underperforms other asset classes. The Portfolios may be underweighted in assets or a market that is experiencing significant returns (or relative out performance) or overweighted in assets or a market with significant declines (or relative under performance).

The Investment Committee allocates each Portfolio’s assets among the Underlying Funds based on advice from the Consultant.

With respect to each Portfolio, we made a few tactical moves over the course of the year, including reducing, then eliminating, overweight positions in large cap blend and international stocks. We also moved from an overweight position in core bonds to an underweight, and are currently overweight high yield bonds. In addition, we increased our holdings in mid-cap, small-cap and real estate stocks to arrive at neutral positions.

For the one-year period ending December 31, 2008, in terms of underlying asset classes, mid-cap, large-cap value, domestic and global real estate, high-yield and short-term bond and emerging markets were among the most positive contributors to performance relative to their respective peer groups. Individual contributors to relative performance included ING BlackRock Large Cap Value Portfolio, ING Legg Mason Partners Aggressive Growth Portfolio, ING Van Kampen Real Estate Portfolio, ING Global Real Estate Portfolio, ING Limited Maturity Bond Portfolio, ING Julius Baer Foreign Portfolio and ING JPMorgan Emerging Markets Equity Portfolio. ING BlackRock Large Cap Value Portfolio’s relative results were driven primarily by positive stock selection within and a favorable underweighting of the troubled financials sector. ING Legg Mason Partners Aggressive Growth Portfolio benefited from a significant overweight allocation to and positive stock selection within the healthcare sector. However, the Portfolio underperformed its index as a result of poor security selection in financials and information technology. Positive stock selection in office real estate investment trusts (“REITs”), an overweight in residential REITs and positive stock selection coupled with an underweight in retail REITs was beneficial to ING Van Kampen Real Estate Portfolio. ING Global Real Estate Portfolio’s success for the period came mainly from positive stock selection across all major regions and an overweight allocation to the U.S. For ING Limited Maturity Bond Portfolio, an above-index duration stance and favorable yield curve positioning were the key drivers behind its solid relative results. However, an overweight in financials and poor security selection translated to its underperformance relative to its benchmark. ING Julius Baer Foreign Portfolio’s positive stock selection and overweight allocation to the materials sector was helpful to relative performance. However, the Portfolio underperformed its index as a result of poor security selection across the remaining sectors and a regional underweight to Japan. ING JPMorgan Emerging Markets Equity Portfolio benefited from positive stock selection in energy and technology, along with an overweight allocation to consumer staples.

Among the largest asset class detractors for the year relative to their respective peer groups were large-cap blend, foreign large growth and intermediate bond. In terms of individual underlying funds, detractors to relative performance included ING Davis New York Venture Portfolio, ING UBS U.S. Large Cap Equity Portfolio, ING Legg Mason Value Portfolio, ING Marsico International Opportunities Portfolio, and ING VP Intermediate Bond Portfolio. ING Davis New York Venture Portfolio’s underperformance was due mainly to stock selection in consumer staples coupled with a large and unfavorable overweight allocation to financials. Stock selection in consumer discretionary and an unfavorable underweight allocation to consumer staples combined to hurt ING UBS U.S. Large Cap Equity Portfolio’s results. ING Legg Mason Value Portfolio, a highly concentrated portfolio (fewer than 50 holdings), held large positions in several controversial names that dramatically underperformed the broad market; it was eliminated from the Portfolios during the period. ING Marsico International Opportunities Portfolio’s broadly unfavorable stock selection across multiple sectors and regions accounted for the bulk of its underperformance during the period. ING VP Intermediate Bond Portfolio’s underperformance was due primarily to an overweight allocation to non-agency mortgages plus an overweight and poor security selection among financials.

On an absolute basis, the Portfolios’ short term bond allocation contributed a positive return, while all other asset classes detracted from the Portfolios’ performance.

Current Strategy and Outlook: The year 2008 turned out to be a painful one for investors. Negative absolute returns in all equity classes were the result of a year underscored by a litany of issues: an escalating financial crisis, global recession fears, geopolitics, collapses of storied financial firms, unparalleled levels of market volatility, threat of deflation and a credit crunch that dried up liquidity in the bond markets. The housing market continues to remain weakened, industrial production has slowed and unemployment has risen. Intervention from the Federal Reserve Board and the U.S. Department of the Treasury appears to have slowed down the pace of negative news, but has not, as yet, halted it. Looking forward, we believe the recession will continue for the next two quarters, with growth resuming in the second half of 2009. We believe headline inflation will decline, and perhaps turn negative, but we don’t believe we are in the midst of a deflationary spiral. Finally, we believe a large fiscal stimulus program will be enacted by Congress early in 2009.

⁽¹⁾

The members of the Investment Committee are: William A. Evans, Michael J. Roland, and Paul Zemsky.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for these Portfolios 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 SOLUTION PORTFOLIOS



Average Annual Total Returns for the Period Ended December 31, 2008
	1 Year
ING Solution Growth and Income Portfolio, Class S	(23.63	)%
Dow Jones Moderate Portfolio Index⁽³⁾	(24.75	)%
ING Solution Growth Portfolio, Class S	(31.81	)%
Dow Jones Moderately Aggressive Portfolio Index⁽¹⁾	(33.17	)%
ING Solution Income Portfolio, Class S	(16.66	)%
Dow Jones Target Today Index— Global Series⁽⁴⁾	(3.06	)%
ING Solution Income Composite Index⁽²⁾	(10.68	)%
ING Solution 2015 Portfolio, Class S	(26.86	)%
Dow Jones Target 2015 Index — Global Series⁽⁴⁾	(16.65	)%
ING Solution 2015 Composite Index⁽²⁾	(22.51	)%
ING Solution 2025 Portfolio, Class S	(33.87	)%
Dow Jones Target 2025 Index — Global Series⁽⁴⁾	(27.61	)%
ING Solution 2025 Composite Index⁽²⁾	(30.52	)%
ING Solution 2035 Portfolio, Class S	(37.01	)%
Dow Jones Target 2035 Index — Global Series⁽⁴⁾	(35.15	)%
ING Solution 2035 Composite Index⁽²⁾	(33.01	)%
ING Solution 2045 Portfolio, Class S	(39.86	)%
Dow Jones Target 2045 Index — Global Series⁽⁴⁾	(37.03	)%
ING Solution 2045 Composite Index⁽²⁾	(38.45	)%

⁽¹⁾

The Dow Jones Moderately Aggressive Portfolio Index consists of 80% equities and 20% fixed income and is one of the Dow Jones Relative Risk Indexes which measure the performance of conservative, moderate and aggressive portfolios based on incremental levels of potential risk.

⁽²⁾

The ING Solution Income Composite Index, ING Solution 2015 Composite Index, ING Solution 2025 Composite Index, ING Solution 2035 Composite Index and ING Solution 2045 Composite Index are each comprised of the asset class indices that correspond to the particular asset classes in which each Portfolio invests and their benchmark weightings.

⁽³⁾

The Dow Jones Moderate Portfolio Index consists of 57% equities and 43% fixed income and is one of the Dow Jones Relative Risk Indexes which measure the performance of conservative, moderate and aggressive portfolios based on incremental levels of potential risk.

⁽⁴⁾

The Dow Jones Target Today Index — Global Series, Dow Jones Target 2015 Index — Global Series, Dow Jones Target 2025 Index — Global Series, Dow Jones Target 2035 Index — Global Series and Dow Jones Target 2045 Index – Global Series are each comprised of a set of equity, bond and cash sub-indices.


ING SOLUTION PORTFOLIOS		PORTFOLIO MANAGERS’ REPORT

Asset Allocation

as of December 31, 2008

(as a percentage of net assets)


Affiliated Underlying 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 Baron Small Cap Growth Portfolio - Class I	%	—		—		—		—		1.5		2.0		2.5
ING BlackRock Inflation Protected Bond Portfolio - Class I	%	3.2		—		5.2		5.3		—		—		—
ING BlackRock Large Cap Value Portfolio - Class I	%	3.1		4.4		—		3.2		4.3		5.4		5.4
ING Columbia Small Cap Value II Portfolio - Class I	%	—		—		—		—		1.5		2.0		2.4
ING Davis New York Venture Portfolio - Class I	%	4.8		6.7		3.8		5.3		5.4		4.9		4.9
ING Global Real Estate Portfolio - Class I	%	—		5.8		—		4.6		4.7		4.7		4.7
ING JPMorgan Emerging Markets Equity Portfolio - Class I	%	—		1.0		—		—		2.1		4.1		5.2
ING Julius Baer Foreign Portfolio - Class I	%	4.1		6.3		3.0		3.1		6.2		6.2		9.3
ING Legg Mason Partners Aggressive Growth Portfolio - Class I	%	3.0		4.2		—		3.1		5.1		5.2		6.2
ING Limited Maturity Bond Portfolio - Class I	%	12.3		6.4		19.5		6.2		5.2		—		—
ING Marsico Growth Portfolio - Class I	%	2.8		3.8		—		2.9		4.8		5.8		5.8
ING Marsico International Opportunities Portfolio - Class I	%	2.5		2.7		1.8		1.9		3.3		4.7		5.7
ING Oppenheimer Strategic Income Portfolio - Class I	%	—		—		6.1		8.3		4.2		—		—
ING PIMCO Core Bond Portfolio - Class I	%	13.8		9.6		17.8		6.7		2.0		2.1		0.1
ING PIMCO High Yield Portfolio - Class I	%	4.0		3.4		3.3		3.1		3.4		3.5		—
ING Pioneer Mid Cap Value Portfolio - Class I	%	1.0		1.6		—		1.5		2.6		3.6		4.7
ING Real Estate Fund - Class I	%	3.8		—		3.6		—		—		—		—
ING T. Rowe Price Equity Income Portfolio - Class I	%	2.9		4.0		2.9		3.0		6.0		6.0		7.0
ING T. Rowe Price Growth Equity Portfolio - Class I	%	2.9		3.8		1.9		2.9		3.9		4.9		4.9
ING UBS U.S. Large Cap Equity Portfolio - Class I	%	3.8		5.7		3.3		4.8		4.8		3.9		3.9
ING Van Kampen Comstock Portfolio - Class I	%	2.9		3.9		—		2.9		4.0		5.0		5.0
ING Van Kampen Real Estate Portfolio - Class I	%	3.8		4.0		4.5		5.5		4.6		3.7		1.9
ING VP Growth and Income Portfolio - Class I	%	3.8		4.9		3.3		4.4		4.4		3.9		4.0
ING VP Intermediate Bond Portfolio - Class I	%	16.1		10.4		19.0		14.9		8.0		6.9		1.9
ING VP International Value Portfolio - Class I	%	2.5		3.0		1.0		2.0		3.5		5.0		6.0
ING VP MidCap Opportunities Portfolio - Class I	%	1.0		1.5		—		1.5		2.5		3.5		4.5
ING VP Small Company Portfolio - Class I	%	1.9		2.9		—		2.9		2.0		3.0		4.0
Other assets and liabilities - Net	%	(0.0	)*	(0.0	)*	(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)%

Target Allocations

as of December 31, 2008

(as a percentage of net assets)


Target Allocations⁽¹⁾		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
U.S. Large Cap Stocks - Core	%	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
Domestic Real Estate Investment Trusts (“REITs”)	%	8.0	7.0	9.0	8.0	7.0	6.0	4.0
Core Fixed-Income	%	30.0	19.0	39.0	25.0	12.0	12.0	2.0
High Yield Bond	%	3.0	3.0	6.0	7.0	5.0	3.0	3.0
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 holdings are subject to change daily.


PORTFOLIO MANAGERS’ REPORT		ING SOLUTION GROWTHAND INCOME PORTFOLIO

LOGO



Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year		Since Inception of Classes ADV, I and S July 2, 2007
Class ADV	(23.88	)%	(16.62	)%
Class I	(23.32	)%	(15.98	)%
Class S	(23.63	)%	(16.32	)%
Dow Jones Moderate Portfolio Index⁽¹⁾	(24.75	)%	(16.07	)%⁽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 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.

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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

LOGO



Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year		Since Inception of Classes ADV, I and S July 2, 2007
Class ADV	(32.00	)%	(23.39	)%
Class I	(31.57	)%	(23.10	)%
Class S	(31.81	)%	(23.39	)%
Dow Jones Moderately Aggressive Portfolio Index⁽¹⁾	(33.17	)%	(23.32	)%⁽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.

shown. Please log on to www.ingfunds.com or call (800) 262-3862 to get performance through the most recent month end.

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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, 2008
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	(16.93	)%	(0.93	)%	—
Class I	(16.49	)%	(0.41	)%	—
Class S	(16.66	)%	(0.65	)%	—
Class T	(17.14	)%	—		(2.05	)%
Dow Jones Target Today Index — Global Series⁽¹⁾	(3.06	)%	3.43	%⁽³⁾	3.15	%⁽⁴⁾
Composite Index⁽²⁾	(10.68	)%	8.05	%⁽³⁾	4.08	%⁽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.

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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% Barclays Capital Aggregate Bond Index/3% Barclays Capital High Yield Index/20% Barclays Capital 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

LOGO



Average Annual Total Returns for the Periods Ended December 31, 2008
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	(27.05	)%	(2.83	)%	—
Class I	(26.71	)%	(2.31	)%	—
Class S	(26.86	)%	(2.56	)%	—
Class T	(27.17	)%	—		(4.65	)%
Dow Jones Target 2015 Index — Global Series⁽¹⁾	(16.65	)%	1.62	%⁽³⁾	0.18	%⁽⁴⁾
Composite Index⁽²⁾	(22.51	)%	(0.87	)%⁽³⁾	(6.14	)%⁽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.

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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% Barclays Capital U.S. Aggregate Bond Index/4% Barclays Capital High Yield Index/8% Barclays Capital 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, 2008
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	(34.05	)%	(4.52	)%	—
Class I	(33.72	)%	(3.98	)%	—
Class S	(33.87	)%	(4.24	)%	—
Class T	(34.18	)%	—		(6.84	)%
Dow Jones Target 2025 Index — Global Series⁽¹⁾	(27.61	)%	0.14	%⁽³⁾	(2.13	)%⁽⁴⁾
Composite Index⁽²⁾	(30.52	)%	(5.58	)%⁽³⁾	(11.81	)%⁽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.

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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% Barclays Capital U.S. Aggregate Bond Index/2% Barclays Capital High Yield Index/8% Barclays Capital 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, 2008
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	(37.18	)%	(4.92	)%	—
Class I	(36.85	)%	(4.40	)%	—
Class S	(37.01	)%	(4.66	)%	—
Class T	(37.30	)%	—		(7.47	)%
Dow Jones Target 2035 Index — Global Series⁽¹⁾	(35.15	)%	(1.51	)%⁽³⁾	(4.29	)%⁽⁴⁾
Composite Index⁽²⁾	(33.01	)%	(5.77	)%⁽³⁾	(12.74	)%⁽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.

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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% Barclays Capital U.S. Aggregate Bond 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, 2008
	1 Year		Since Inception of Classes ADV, I and S April 29, 2005		Since Inception of Class T August 31, 2005
Class ADV	(40.02	)%	(5.31	)%	—
Class I	(39.70	)%	(4.82	)%	—
Class S	(39.86	)%	(5.08	)%	—
Class T	(40.12	)%	—		(8.23	)%
Dow Jones Target 2045 Index — Global Series⁽¹⁾	(37.03	)%	(2.13	)%⁽³⁾	(4.99	)%⁽⁴⁾
Composite Index⁽²⁾	(38.45	)%	(10.17	)%⁽³⁾	(17.46	)%⁽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.

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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% Barclays Capital U.S. Aggregate Bond 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 EXAMPLE (UNAUDITED)

As a shareholder of a Portfolio, you incur two types of costs: (1) transaction costs, including redemption 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 (except as noted) and held for the entire period from July 1, 2008 to December 31, 2008. 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.


	Actual Portfolio Return								Hypothetical (5% return before expenses)
	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2008**		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2008**
ING Solution Growth and Income Portfolio
Class ADV	$	1,000.00	$	809.80	0.62	%	$	2.82	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		812.10	0.12			0.55		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		810.70	0.37			1.68		1,000.00		1,023.28	0.37			1.88
ING Solution Growth Portfolio
Class ADV	$	1,000.00	$	746.20	0.62	%	$	2.72	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		748.10	0.12			0.53		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		747.40	0.37			1.62		1,000.00		1,023.28	0.37			1.88
ING Solution Income Portfolio
Class ADV	$	1,000.00	$	856.70	0.62	%	$	2.89	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		858.60	0.12			0.56		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		857.70	0.37			1.73		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		855.20	0.82			3.82		1,000.00		1,021.01	0.82			4.17

Expense ratios do not include expenses of Underlying Funds.

Expenses are equal to each Portfolio’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 184/366 to reflect the most recent fiscal half-year.

SHAREHOLDER EXPENSE EXAMPLE (UNAUDITED) (CONTINUED)


	Actual Portfolio Return								Hypothetical (5% return before expenses)
	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2008**		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2008**
ING Solution 2015 Portfolio
Class ADV	$	1,000.00	$	780.40	0.62	%	$	2.77	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		782.60	0.12			0.54		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		781.40	0.37			1.66		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		780.40	0.82			3.67		1,000.00		1,021.01	0.82			4.17
ING Solution 2025 Portfolio
Class ADV	$	1,000.00	$	728.30	0.62	%	$	2.69	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		730.10	0.12			0.52		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		729.60	0.37			1.61		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		728.00	0.82			3.56		1,000.00		1,021.01	0.82			4.17
ING Solution 2035 Portfolio
Class ADV	$	1,000.00	$	704.00	0.62	%	$	2.66	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		705.90	0.12			0.51		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		704.70	0.37			1.59		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		703.30	0.82			3.51		1,000.00		1,021.01	0.82			4.17
ING Solution 2045 Portfolio
Class ADV	$	1,000.00	$	678.30	0.62	%	$	2.62	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		680.20	0.12			0.51		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		679.50	0.37			1.56		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		677.90	0.82			3.46		1,000.00		1,021.01	0.82			4.17

Expense ratios do not include expenses of 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, 2008, 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 four-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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2008, 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, 2008, 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 27, 2009

STATEMENTS OF ASSETS AND LIABILITIESASOF DECEMBER 31, 2008


	ING Solution Growth and Income Portfolio			ING Solution Growth Portfolio			ING Solution Income Portfolio			ING Solution 2015 Portfolio
ASSETS:
Investments in affiliated underlying funds*	$	627,034		$	174,929		$	187,530,117		$	552,268,882
Receivables:
Investments in affiliated underlying funds sold		—			55,295			—			493,249
Fund shares sold		11			—			264,073			290,492
Dividends and interest		487			76			129,590			152,463

Total assets		627,532			230,300			187,923,780			553,205,086

LIABILITIES:
Payable for investments in affiliated underlying funds purchased		498			77			295,412			152,585
Payable for fund shares redeemed		—			55,295			98,295			783,741
Payable to affiliates		185			79			70,265			203,778

Total liabilities		683			55,451			463,972			1,140,104

NET ASSETS	$	626,849		$	174,849		$	187,459,808		$	552,064,982

NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	660,336		$	235,759		$	225,625,657		$	740,392,543
Undistributed net investment income		9,419			3,008			10,359,604			23,876,149
Accumulated net realized loss on investments		(27,795	)		(55,838	)		(6,393,458	)		(8,148,150	)
Net unrealized depreciation on investments		(15,111	)		(8,080	)		(42,131,995	)		(204,055,560	)

NET ASSETS	$	626,849		$	174,849		$	187,459,808		$	552,064,982


* Cost of investments in affiliated underlying funds	$	642,145		$	183,009		$	229,662,112		$	756,324,442

Class ADV:
Net assets	$	768		$	674		$	85,343,358		$	231,718,915
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		101			101			9,207,014			26,837,623
Net asset value and redemption price per share	$	7.61		$	6.67		$	9.27		$	8.63
Class I:
Net assets	$	776		$	681		$	24,417,040		$	51,793,406
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		101			101			2,588,856			5,897,673
Net asset value and redemption price per share	$	7.69		$	6.74		$	9.43		$	8.78
Class S:
Net assets	$	625,305		$	173,494		$	77,076,343		$	265,937,281
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		81,823			25,880			8,229,755			30,499,826
Net asset value and redemption price per share	$	7.64		$	6.70		$	9.37		$	8.72
Class T:
Net assets		n/a			n/a		$	623,067		$	2,615,380
Shares authorized		n/a			n/a			100,000,000			100,000,000
Par value		n/a			n/a		$	0.001		$	0.001
Shares outstanding		n/a			n/a			66,682			300,727
Net asset value and redemption price per share		n/a			n/a		$	9.34		$	8.70

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIESASOF DECEMBER 31, 2008


	ING Solution 2025 Portfolio			ING Solution 2035 Portfolio			ING Solution 2045 Portfolio
ASSETS:
Investments in affiliated underlying funds*		740,593,283			575,313,133			327,657,917
Receivables:
Investments in affiliated underlying funds sold		306,683			—			—
Fund shares sold		597,116			753,676			668,841
Dividends and interest		223,824			174,481			—

Total assets		741,720,906			576,241,290			328,326,758

LIABILITIES:
Payable for investments in affiliated underlying funds purchased		223,983			543,844			503,901
Payable for fund shares redeemed		903,799			384,403			164,940
Payable to affiliates		273,000			212,181			137,033

Total liabilities		1,400,782			1,140,428			805,874

NET ASSETS	$	740,320,124		$	575,100,862		$	327,520,884

NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,083,216,193		$	870,877,855		$	508,890,515
Undistributed net investment income		28,078,922			19,844,522			10,134,862
Accumulated net realized gain (loss) on investments		(12,106,248	)		(10,491,939	)		(1,709,578	)
Net unrealized depreciation on investments		(358,868,743	)		(305,129,576	)		(189,794,915	)

NET ASSETS	$	740,320,124		$	575,100,862		$	327,520,884


* Cost of investments in affiliated underlying funds	$	1,099,462,026		$	880,442,709		$	517,452,832

Class ADV:
Net assets	$	321,459,649		$	252,225,876		$	136,525,908
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		39,860,451			31,760,160			17,338,354
Net asset value and redemption price per share	$	8.06		$	7.94		$	7.87
Class I:
Net assets	$	72,518,171		$	50,607,206		$	33,161,267
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		8,830,496			6,265,742			4,143,407
Net asset value and redemption price per share	$	8.21		$	8.08		$	8.00
Class S:
Net assets	$	341,919,401		$	269,288,295		$	156,122,190
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		41,957,586			33,572,247			19,655,910
Net asset value and redemption price per share	$	8.15		$	8.02		$	7.94
Class T:
Net assets	$	4,422,903		$	2,979,485		$	1,711,519
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		546,087			373,422			217,136
Net asset value and redemption price per share	$	8.10		$	7.98		$	7.88

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONSFORTHE YEAR ENDED DECEMBER 31, 2008


	ING Solution Growth and Income Portfolio			ING Solution Growth Portfolio			ING Solution Income Portfolio			ING Solution 2015 Portfolio
INVESTMENT INCOME:
Dividends from affiliated underlying funds	$	8,576		$	2,920		$	8,831,494		$	19,695,465

Total investment income		8,576			2,920			8,831,494			19,695,465

EXPENSES:
Investment management fees		135			84			214,339			621,728
Distribution and service fees:
Class ADV		8			6			502,604			1,297,978
Class S		330			206			223,182			758,940
Class T		—			—			8,562			22,258
Administrative service fees		27			16			42,865			124,338

Total expenses		500			312			991,552			2,825,242
Net waived and reimbursed fees		—			—			(571	)		(1,484	)

Net expenses		500			312			990,981			2,823,758

Net investment income		8,076			2,608			7,840,513			16,871,707

REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED UNDERLYING FUNDS:
Realized gain distributions from affiliated underlying funds		1,589			957			7,890,972			24,386,095
Net realized loss on sale of affiliated underlying funds		(28,033	)		(56,392	)		(11,343,501	)		(24,996,524	)

Net realized loss on affiliated underlying funds		(26,444	)		(55,435	)		(3,452,529	)		(610,429	)
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(15,068	)		(7,994	)		(43,404,206	)		(208,674,736	)

Net realized and unrealized loss on affiliated underlying funds		(41,512	)		(63,429	)		(46,856,735	)		(209,285,165	)

Decrease in net assets resulting from operations	$	(33,436	)	$	(60,821	)	$	(39,016,222	)	$	(192,413,458	)

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONSFORTHE YEAR ENDED DECEMBER 31, 2008


	ING Solution 2025 Portfolio			ING Solution 2035 Portfolio			ING Solution 2045 Portfolio
INVESTMENT INCOME:
Dividends from affiliated underlying funds	$	21,287,623		$	13,386,805		$	6,516,099

Total investment income		21,287,623			13,386,805			6,516,099

EXPENSES:
Investment management fees		864,475			675,054			376,514
Distribution and service fees:
Class ADV		1,847,072			1,454,752			771,597
Class S		1,021,080			811,805			461,954
Class T		50,365			45,906			19,863
Administrative service fees		172,882			135,001			75,297

Total expenses		3,955,874			3,122,518			1,705,225
Net waived and reimbursed fees		(3,358	)		(3,060	)		(1,324	)

Net expenses		3,952,516			3,119,458			1,703,901

Net investment income		17,335,107			10,267,347			4,812,198

REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED UNDERLYING FUNDS:
Realized gain distributions from affiliated underlying funds		42,269,147			37,271,495			22,340,594
Net realized loss on sale of affiliated underlying funds		(42,666,486	)		(37,668,210	)		(18,328,247	)

Net realized gain (loss) on affiliated underlying funds		(397,339	)		(396,715	)		4,012,347
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(367,056,165	)		(314,538,327	)		(195,754,299	)

Net realized and unrealized loss on affiliated underlying funds		(367,453,504	)		(314,935,042	)		(191,741,952	)

Decrease in net assets resulting from operations	$	(350,118,397	)	$	(304,667,695	)	$	(186,929,754	)

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Solution Growth and Income Portfolio						ING Solution Growth Portfolio
	Year Ended December 31, 2008			July 2, 2007⁽¹⁾ to December 31, 2007			Year Ended December 31, 2008			July 2, 2007⁽¹⁾ to December 31, 2007
FROM OPERATIONS:
Net investment income	$	8,076		$	40		$	2,608		$	26
Net realized gain (loss) on affiliated underlying funds		(26,444	)		10			(55,435	)		10
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(15,068	)		(43	)		(7,994	)		(86	)

Increase (decrease) in net assets resulting from operations		(33,436	)		7			(60,821	)		(50	)

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class I		(1	)		—			—			—
Class S		(49	)		—			(32	)		—
Net realized gains — Class S		(11	)		—			(10	)		—

Total distributions		(61	)		—			(42	)		—

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		908,118			3,030			443,431			3,030
Reinvestment of distributions		61			—			42			—

		908,179			3,030			443,473			3,030
Cost of shares redeemed		(250,870	)		—			(210,741	)		—

Net increase in net assets resulting from capital share transactions		657,309			3,030			232,732			3,030

Net increase in net assets		623,812			3,037			171,869			2,980

NET ASSETS:
Beginning of period		3,037			—			2,980			—

End of period	$	626,849		$	3,037		$	174,849		$	2,980

Undistributed net investment income at end of period	$	9,419		$	45		$	3,008		$	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, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	7,840,513		$	3,722,203		$	16,871,707		$	8,669,638
Net realized gain (loss) on affiliated underlying funds		(3,452,529	)		3,403,134			(610,429	)		14,733,940
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(43,404,206	)		(782,798	)		(208,674,736	)		(7,974,407	)

Increase (decrease) in net assets resulting from operations		(39,016,222	)		6,342,539			(192,413,458	)		15,429,171

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(1,740,408	)		(374,184	)		(4,216,315	)		(929,591	)
Class I		(511,129	)		(67,894	)		(1,060,101	)		(173,501	)
Class S		(1,560,007	)		(451,344	)		(5,059,477	)		(1,359,222	)
Class T		(7,710	)		—			(20,554	)		—
Net realized gains:
Class ADV		(1,719,778	)		(52,417	)		(5,716,660	)		(272,277	)
Class I		(438,658	)		(9,059	)		(1,216,587	)		(46,931	)
Class S		(1,493,209	)		(65,686	)		(6,515,523	)		(407,766	)
Class T		(18,829	)		(1,873	)		(58,737	)		(7,683	)

Total distributions		(7,489,728	)		(1,022,457	)		(23,863,954	)		(3,196,971	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		95,980,424			144,337,737			237,250,383			335,555,784
Reinvestment of distributions		7,489,728			1,022,457			23,863,954			3,196,971

		103,470,152			145,360,194			261,114,337			338,752,755
Cost of shares redeemed		(71,727,881	)		(28,865,911	)		(76,927,400	)		(48,897,153	)

Net increase in net assets resulting from capital share transactions		31,742,271			116,494,283			184,186,937			289,855,602

Net increase (decrease) in net assets		(14,763,679	)		121,814,365			(32,090,475	)		302,087,802

NET ASSETS:
Beginning of year		202,223,487			80,409,122			584,155,457			282,067,655

End of year	$	187,459,808		$	202,223,487		$	552,064,982		$	584,155,457

Undistributed net investment income at end of year	$	10,359,604		$	3,814,234		$	23,876,149		$	10,350,134

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Solution 2025 Portfolio						ING Solution 2035 Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007			Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	17,335,107		$	7,723,982		$	10,267,347		$	4,786,912
Net realized gain (loss) on affiliated underlying funds		(397,339	)		28,126,529			(396,715	)		25,906,738
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(367,056,165	)		(14,894,305	)		(314,538,327	)		(10,954,687	)

Increase (decrease) in net assets resulting from operations		(350,118,397	)		20,956,206			(304,667,695	)		19,738,963

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(4,704,284	)		(1,055,258	)		(3,688,612	)		(859,961	)
Class I		(1,282,849	)		(166,637	)		(862,011	)		(138,756	)
Class S		(5,330,309	)		(1,523,586	)		(4,205,618	)		(1,303,842	)
Class T		(41,555	)		—			(25,445	)		—
Net realized gains:
Class ADV		(10,936,486	)		(794,407	)		(9,751,030	)		(533,769	)
Class I		(2,404,367	)		(113,925	)		(1,835,332	)		(78,913	)
Class S		(11,737,332	)		(1,203,303	)		(10,543,787	)		(838,184	)
Class T		(198,139	)		(31,400	)		(193,565	)		(28,825	)

Total distributions		(36,635,321	)		(4,888,516	)		(31,105,400	)		(3,782,250	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		318,542,475			473,518,467			258,929,778			372,578,074
Reinvestment of distributions		36,635,321			4,888,516			31,105,400			3,782,250

		355,177,796			478,406,983			290,035,178			376,360,324
Cost of shares redeemed		(87,720,238	)		(44,151,502	)		(58,556,632	)		(34,277,635	)

Net increase in net assets resulting from capital share transactions		267,457,558			434,255,481			231,478,546			342,082,689

Net increase (decrease) in net assets		(119,296,160	)		450,323,171			(104,294,549	)		358,039,402

NET ASSETS:
Beginning of year		859,616,284			409,293,113			679,395,411			321,356,009

End of year	$	740,320,124		$	859,616,284		$	575,100,862		$	679,395,411

Undistributed net investment income at end of year	$	28,078,922		$	11,353,908		$	19,844,522		$	8,776,610

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Solution 2045 Portfolio
	Year Ended December 31, 2008			Year Ended December 31, 2007
FROM OPERATIONS:
Net investment income	$	4,812,198		$	1,353,864
Net realized gain (loss) on affiliated underlying funds		4,012,347			14,994,399
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(195,754,299	)		(5,337,828	)

Increase (decrease) in net assets resulting from operations		(186,929,754	)		11,010,435

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(1,619,346	)		(242,428	)
Class I		(479,356	)		(56,679	)
Class S		(1,977,748	)		(396,764	)
Class T		(10,175	)		—
Net realized gains:
Class ADV		(5,281,873	)		(240,224	)
Class I		(1,216,567	)		(48,646	)
Class S		(6,006,370	)		(410,575	)
Class T		(89,034	)		(9,245	)

Total distributions		(16,680,469	)		(1,404,561	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		168,391,531			222,131,104
Reinvestment of distributions		16,680,469			1,404,561

		185,072,000			223,535,665
Cost of shares redeemed		(33,964,504	)		(18,197,614	)

Net increase in net assets resulting from capital share transactions		151,107,496			205,338,051

Net increase (decrease) in net assets		(52,502,727	)		214,943,925

NET ASSETS:
Beginning of year		380,023,611			165,079,686

End of year	$	327,520,884		$	380,023,611

Undistributed net investment income at end of year	$	10,134,862		$	4,082,363

See Accompanying Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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


		Income (loss) from investment operations						Less distributions									Ratios to average net assets				Supplemental data

	Net asset value, beginning of year or period	Net investment income (loss)		Net realized and unrealized gain (loss)		Total from investment operations		From net investment income		From net realized gains		From return of capital	Total distributions	Net asset value, end of year or period	Total Return(1)		Expenses before reductions/ additions(2)(3)(4)	Expenses net of fee waivers and/or recoupments, if any(2)(3)(4)	Expenses net of all reductions/ additions(2)(3)(4)	Net investment income (loss)(2)(3)(4)	Net assets, end of year or period	Portfolio turnover rate

Year or period ended	($)	($)		($)		($)		($)		($)		($)	($)	($)	(%)		(%)	(%)	(%)	(%)	($000's)	(%)
ING Solution Growth and Income Portfolio
Class ADV
12-31-08	10.00	0.16		(2.55	)	(2.39	)	—		0.00	*	—	—	7.61	(23.88	)	0.62	0.62	0.62	1.78	1	212
07-02-07⁽⁵⁾ – 12-31-07	10.00	0.13		(0.13	)	—		—		—		—	—	10.00	0.00	*	0.62	0.62	0.62	2.55	1	7
Class I
12-31-08	10.04	0.21	^·	(2.55	)	(2.34	)	0.01		0.00	*	—	0.01	7.69	(23.32	)	0.12	0.12	0.12	2.26	1	212
07-02-07⁽⁵⁾ – 12-31-07	10.00	0.15		(0.11	)	0.04		—		—		—	—	10.04	0.40		0.12	0.12	0.12	3.04	1	7
Class S
12-31-08	10.02	0.46	^·	(2.82	)	(2.36	)	0.02		0.00	*	—	0.02	7.64	(23.63	)	0.37	0.37	0.37	6.07	625	212
07-02-07⁽⁵⁾ – 12-31-07	10.00	0.14		(0.12	)	0.02		—		—		—	—	10.02	0.20		0.37	0.37	0.37	2.79	1	7

ING Solution Growth Portfolio
Class ADV
12-31-08	9.81	0.14	^·	(3.28	)	(3.14	)	—		0.00	*	—	—	6.67	(32.00	)	0.62	0.62	0.62	1.59	1	283
07-02-07⁽⁵⁾ – 12-31-07	10.00	0.08		(0.27	)	(0.19	)	—		—		—	—	9.81	(1.90	)	0.62	0.62	0.62	1.58	1	8
Class I
12-31-08	9.85	0.19	^·	(3.30	)	(3.11	)	—		0.00	*	—	—	6.74	(31.57	)	0.12	0.12	0.12	2.19	1	283
07-02-07⁽⁵⁾ – 12-31-07	10.00	0.11		(0.26	)	(0.15	)	—		—		—	—	9.85	(1.50	)	0.12	0.12	0.12	2.28	1	8
Class S
12-31-08	9.83	0.22	^·	(3.35	)	(3.13	)	0.00	*	0.00	*	—	—	6.70	(31.81	)	0.37	0.37	0.37	3.14	173	283
07-02-07⁽⁵⁾ – 12-31-07	10.00	0.09		(0.26	)	(0.17	)	—		—		—	—	9.83	(1.70	)	0.37	0.37	0.37	1.83	1	8

ING Solution Income Portfolio
Class ADV
12-31-08	11.54	0.37	^·	(2.27	)	(1.90	)	0.19		0.18		—	0.37	9.27	(16.93	)	0.62	0.62	0.62	3.46	85,343	84
12-31-07	11.08	0.32	^·	0.22		0.54		0.07		0.01		—	0.08	11.54	4.91		0.62	0.62	0.62	2.80	93,760	35
12-31-06	10.36	0.57	^·	0.17		0.74		0.02		0.00	*	—	0.02	11.08	7.21		0.62	0.62	0.62	5.29	20,477	32
04-29-05⁽⁵⁾ – 12-31-05	10.02	0.54	^·	(0.20	)	0.34		—		—		—	—	10.36	3.39		0.62	0.62	0.62	7.93	188	21
Class I
12-31-08	11.70	0.48	^·	(2.35	)	(1.87	)	0.22		0.18		—	0.40	9.43	(16.49	)	0.12	0.12	0.12	4.41	24,417	84
12-31-07	11.18	0.37	^·	0.24		0.61		0.08		0.01		—	0.09	11.70	5.44		0.12	0.12	0.12	3.20	18,104	35
12-31-06	10.41	0.42	^·	0.37		0.79		0.02		0.00	*	—	0.02	11.18	7.66		0.12	0.12	0.12	3.89	3,053	32
04-29-05⁽⁵⁾ – 12-31-05	10.02	0.29		0.10		0.39		—		—		—	—	10.41	3.89		0.12	0.12	0.12	4.27	1	21
Class S
12-31-08	11.63	0.40	^·	(2.29	)	(1.89	)	0.19		0.18		—	0.37	9.37	(16.66	)	0.37	0.37	0.37	3.70	77,076	84
12-31-07	11.13	0.30	^·	0.28		0.58		0.07		0.01		—	0.08	11.63	5.23		0.37	0.37	0.37	2.61	88,723	35
12-31-06	10.39	0.36	^·	0.40		0.76		0.02		0.00	*	—	0.02	11.13	7.37		0.37	0.37	0.37	3.28	54,634	32
04-29-05⁽⁵⁾ – 12-31-05	10.02	0.36	^·	0.01		0.37		—		—		—	—	10.39	3.69		0.37	0.37	0.37	5.22	507	21

See Accompanying Notes to Financial Statements

FINANCIAL HIGHLIGHTS (CONTINUED)

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


		Income (loss) from investment operations						Less distributions								Ratios to average net assets				Supplemental data

	Net asset value, beginning of year or period	Net investment income (loss)		Net realized and unrealized gain (loss)		Total from investment operations		From net investment income	From net realized gains		From return of capital	Total distributions	Net asset value, end of year or period	Total Return (1)		Expenses before reductions/ additions(2)(4)	Expenses net of fee waivers and/or recoupments, if any (2)(3)(4)	Expenses net of all reductions/additions(2)(3)(4)	Net investment income (loss)(2)(3)(4)	Net assets, end of year or period	Portfolio turnover rate

Year or period ended	($)	($)		($)		($)		($)	($)		($)	($)	($)	(%)		(%)	(%)	(%)	(%)	($000's)	(%)

ING Solution Income Portfolio (Continued)
Class T
12-31-08	11.54	0.31	^·	(2.25	)	(1.94	)	0.08	0.18		—	0.26	9.34	(17.14	)	0.87	0.82	0.82	2.89	623	84
12-31-07	11.03	0.20		0.32		0.52		—	0.01		—	0.01	11.54	4.72		0.87	0.82	0.82	1.75	1,636	35
12-31-06	10.34	0.10	^·	0.61		0.71		0.02	0.00	*	—	0.02	11.03	6.93		0.87	0.82	0.82	0.94	2,245	32
08-31-05⁽⁵⁾– 12-31-05	10.28	0.12		(0.06	)	0.06		—	—		—	—	10.34	0.58		0.87	0.82	0.82	6.36	103	21

ING Solution 2015 Portfolio
Class ADV
12-31-08	12.26	0.28	^·	(3.51	)	(3.23	)	0.17	0.23		—	0.40	8.63	(27.05	)	0.62	0.62	0.62	2.56	231,719	59
12-31-07	11.84	0.24	^·	0.27		0.51		0.07	0.02		—	0.09	12.26	4.30		0.62	0.62	0.62	1.99	237,369	39
12-31-06	10.74	0.40	^·	0.73		1.13		0.02	0.01		—	0.03	11.84	10.54		0.62	0.62	0.62	3.49	71,923	14
04-29-05⁽⁵⁾– 12-31-05	10.04	0.44	^·	0.26		0.70		—	—		—	—	10.74	6.97		0.62	0.62	0.62	6.29	1,032	49
Class I
12-31-08	12.44	0.34	^·	(3.57	)	(3.23	)	0.20	0.23		—	0.43	8.78	(26.71	)	0.12	0.12	0.12	3.10	51,793	59
12-31-07	11.95	0.30	^·	0.28		0.58		0.07	0.02		—	0.09	12.44	4.90		0.12	0.12	0.12	2.41	41,863	39
12-31-06	10.80	0.33	^·	0.85		1.18		0.02	0.01		—	0.03	11.95	10.96		0.12	0.12	0.12	2.85	14,384	14
04-29-05⁽⁵⁾– 12-31-05	10.04	0.11		0.65		0.76		—	—		—	—	10.80	7.57		0.12	0.12	0.12	1.51	1	49
Class S
12-31-08	12.36	0.30	^·	(3.53	)	(3.23	)	0.18	0.23		—	0.41	8.72	(26.86	)	0.37	0.37	0.37	2.78	265,937	59
12-31-07	11.90	0.24	^·	0.31		0.55		0.07	0.02		—	0.09	12.36	4.60		0.37	0.37	0.37	1.96	300,704	39
12-31-06	10.77	0.29	^·	0.87		1.16		0.02	0.01		—	0.03	11.90	10.78		0.37	0.37	0.37	2.52	191,100	14
04-29-05⁽⁵⁾– 12-31-05	10.04	0.27	^·	0.46		0.73		—	—		—	—	10.77	7.27		0.37	0.37	0.37	3.82	4,114	49
Class T
12-31-08	12.28	0.27		(3.54	)	(3.27	)	0.08	0.23		—	0.31	8.70	(27.17	)	0.87	0.82	0.82	2.27	2,615	59
12-31-07	11.81	0.17		0.32		0.49		—	0.02		—	0.02	12.28	4.15		0.87	0.82	0.82	1.38	4,220	39
12-31-06	10.74	0.04	^·	1.06		1.10		0.02	0.01		—	0.03	11.81	10.26		0.87	0.82	0.82	0.38	4,661	14
08-31-05⁽⁵⁾– 12-31-05	10.53	0.13		0.08		0.21		—	—		—	—	10.74	1.99		0.87	0.82	0.82	11.28	694	49

ING Solution 2025 Portfolio
Class ADV
12-31-08	12.71	0.20	^·	(4.41	)	(4.21	)	0.13	0.31		—	0.44	8.06	(34.05	)	0.62	0.62	0.62	1.87	321,460	62
12-31-07	12.28	0.15	^·	0.37		0.52		0.05	0.04		—	0.09	12.71	4.28		0.62	0.62	0.62	1.16	345,763	39
12-31-06	10.97	0.27	^·	1.08		1.35		0.02	0.02		—	0.04	12.28	12.37		0.62	0.62	0.62	2.29	100,091	23
04-29-05⁽⁵⁾ – 12-31-05	10.05	0.24	^·	0.68		0.92		—	—		—	—	10.97	9.15		0.62	0.62	0.62	3.37	944	47

See Accompanying Notes to Financial Statements

FINANCIAL HIGHLIGHTS (CONTINUED)

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


		Income (loss) from investment operations						Less distributions							Ratios to average net assets				Supplemental data

	Net asset value, beginning of year or period	Net investment income (loss)		Net realized and unrealized gain (loss)		Total from investment operations		From net investment income	From net realized gains	From return of capital	Total distributions	Net asset value, end of year or period	Total Return(1)		Expenses before reductions/additions(2)(4)	Expenses net of fee waivers and/or recoupments, if any(2)(3)(4)	Expenses net of all reductions/additions(2)(3)(4)	Net investment income (loss)(2)(3)(4)	Net assets, end of year or period	Portfolio turnover rate

Year or period ended	($)	($)		($)		($)		($)	($)	($)	($)	($)	(%)		(%)	(%)	(%)	(%)	($000's)	(%)

ING Solution 2025 Portfolio (Continued)
Class I
12-31-08	12.91	0.26	^·	(4.49	)	(4.23	)	0.16	0.31	—	0.47	8.21	(33.72	)	0.12	0.12	0.12	2.41	72,518	62
12-31-07	12.41	0.22	^·	0.38		0.60		0.06	0.04	—	0.10	12.91	4.84		0.12	0.12	0.12	1.74	59,212	39
12-31-06	11.03	0.22	^·	1.21		1.43		0.03	0.02	—	0.05	12.41	12.94		0.12	0.12	0.12	1.87	17,540	23
04-29-05⁽⁵⁾– 12-31-05	10.05	0.05	^·	0.93		0.98		—	—	—	—	11.03	9.75		0.12	0.12	0.12	0.79	36	47
Class S
12-31-08	12.82	0.22	^·	(4.44	)	(4.22	)	0.14	0.31	—	0.45	8.15	(33.87	)	0.37	0.37	0.37	2.06	341,919	62
12-31-07	12.34	0.15	^·	0.42		0.57		0.05	0.04	—	0.09	12.82	4.64		0.37	0.37	0.37	1.18	446,724	39
12-31-06	11.00	0.19	^·	1.19		1.38		0.02	0.02	—	0.04	12.34	12.59		0.37	0.37	0.37	1.58	282,074	23
04-29-05⁽⁵⁾– 12-31-05	10.05	0.24	^·	0.71		0.95		—	—	—	—	11.00	9.45		0.37	0.37	0.37	3.38	15,503	47
Class T
12-31-08	12.72	0.16	^·	(4.41	)	(4.25	)	0.06	0.31	—	0.37	8.10	(34.18	)	0.87	0.82	0.82	1.45	4,423	62
12-31-07	12.25	0.07	^·	0.44		0.51		—	0.04	—	0.04	12.72	4.17		0.87	0.82	0.82	0.53	7,917	39
12-31-06	10.97	0.02	^·	1.31		1.33		0.03	0.02	—	0.05	12.25	12.09		0.87	0.82	0.82	0.19	9,588	23
08-31-05⁽⁵⁾– 12-31-05	10.68	0.08		0.21		0.29		—	—	—	—	10.97	2.72		0.87	0.82	0.82	6.79	971	47

ING Solution 2035 Portfolio
Class ADV
12-31-08	13.19	0.15	^·	(4.91	)	(4.76	)	0.14	0.35	—	0.49	7.94	(37.18	)	0.62	0.62	0.62	1.38	252,226	62
12-31-07	12.65	0.12	^·	0.51		0.63		0.05	0.04	—	0.09	13.19	5.03		0.62	0.62	0.62	0.88	279,171	32
12-31-06	11.13	0.31	^·	1.23		1.54		0.01	0.01	—	0.02	12.65	13.91		0.62	0.62	0.62	2.60	73,683	15
04-29-05⁽⁵⁾– 12-31-05	10.07	0.34	^·	0.72		1.06		—	—	—	—	11.13	10.53		0.62	0.62	0.62	4.59	542	33
Class I
12-31-08	13.38	0.21	^·	(4.99	)	(4.78	)	0.17	0.35	—	0.52	8.08	(36.85	)	0.12	0.12	0.12	1.96	50,607	62
12-31-07	12.76	0.19	^·	0.53		0.72		0.06	0.04	—	0.10	13.38	5.66		0.12	0.12	0.12	1.43	44,254	32
12-31-06	11.19	0.22	^·	1.37		1.59		0.01	0.01	—	0.02	12.76	14.29		0.12	0.12	0.12	1.84	16,647	15
04-29-05⁽⁵⁾– 12-31-05	10.07	0.98	^·	0.14		1.12		—	—	—	—	11.19	11.12		0.12	0.12	0.12	13.21	20	33
Class S
12-31-08	13.29	0.17	^·	(4.94	)	(4.77	)	0.15	0.35	—	0.50	8.02	(37.01	)	0.37	0.37	0.37	1.59	269,288	62
12-31-07	12.71	0.12	^·	0.55		0.67		0.05	0.04	—	0.09	13.29	5.30		0.37	0.37	0.37	0.93	347,197	32
12-31-06	11.16	0.22	^·	1.35		1.57		0.01	0.01	—	0.02	12.71	14.13		0.37	0.37	0.37	1.85	222,502	15
04-29-05⁽⁵⁾– 12-31-05	10.07	0.23	^·	0.86		1.09		—	—	—	—	11.16	10.82		0.37	0.37	0.37	3.16	4,656	33
Class T
12-31-08	13.18	0.09	^·	(4.89	)	(4.80	)	0.05	0.35	—	0.40	7.98	(37.30	)	0.87	0.82	0.82	0.78	2,979	62
12-31-07	12.60	0.05		0.57		0.62		—	0.04	—	0.04	13.18	4.89		0.87	0.82	0.82	0.38	8,774	32
12-31-06	11.12	0.02	^·	1.48		1.50		0.01	0.01	—	0.02	12.60	13.56		0.87	0.82	0.82	0.18	8,525	15
08-31-05⁽⁵⁾– 12-31-05	10.76	0.12		0.24		0.36		—	—	—	—	11.12	3.35		0.87	0.82	0.82	15.26	460	33

See Accompanying Notes to Financial Statements

FINANCIAL HIGHLIGHTS (CONTINUED)

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


		Income (loss) from investment operations						Less distributions								Ratios to average net assets					Supplemental data

	Net asset value, beginning of year or period	Net investment income (loss)		Net realized and unrealized gain (loss)		Total from investment operations		From net investment income		From net realized gains	From return of capital	Total distributions	Net asset value, end of year or period	Total Return(1)		Expenses before reductions/ additions(2)(4)	Expenses net of fee waivers and/or recoupments, if any (2)(3)(4)	Expenses net of all reductions/ additions(2)(3)(4)	Net investment income (loss)(2)(3)(4)		Net assets, end of year or period	Portfolio turnover rate

Year or period ended	($)	($)		($)		($)		($)		($)	($)	($)	($)	(%)		(%)	(%)	(%)	(%)		($000's)	(%)

ING Solution 2045 Portfolio
Class ADV
12-31-08	13.66	0.12	^·	(5.44	)	(5.32	)	0.11		0.36	—	0.47	7.87	(40.02	)	0.62	0.62	0.62	1.14		136,526	57
12-31-07	13.01	0.05		0.66		0.71		0.03		0.03	—	0.06	13.66	5.51		0.62	0.62	0.62	0.33		148,649	39
12-31-06	11.35	0.15	^·	1.53		1.68		0.00	*	0.02	—	0.02	13.01	14.82		0.62	0.62	0.62	1.22		36,741	20
04-29-05⁽⁵⁾– 12-31-05	10.08	0.19	^·	1.08		1.27		—		—	—	—	11.35	12.6		0.62	0.62	0.62	2.54		334	106
Class I
12-31-08	13.84	0.19	^·	(5.53	)	(5.34	)	0.14		0.36	—	0.50	8.00	(39.70	)	0.12	0.12	0.12	1.71		33,161	57
12-31-07	13.13	0.12		0.66		0.78		0.04		0.03	—	0.07	13.84	5.96		0.12	0.12	0.12	0.84		28,381	39
12-31-06	11.40	0.12	^·	1.64		1.76		0.01		0.02	—	0.03	13.13	15.38		0.12	0.12	0.12	0.98		10,442	20
04-29-05⁽⁵⁾– 12-31-05	10.08	0.08	^·	1.24		1.32		—		—	—	—	11.40	13.10		0.12	0.12	0.12	1.12		2	106
Class S
12-31-08	13.75	0.15	^·	(5.48	)	(5.33	)	0.12		0.36	—	0.48	7.94	(39.86	)	0.37	0.37	0.37	1.32		156,122	57
12-31-07	13.06	0.07		0.68		0.75		0.03		0.03	—	0.06	13.75	5.79		0.37	0.37	0.37	0.54		199,688	39
12-31-06	11.37	0.11	^·	1.60		1.71		0.00	*	0.02	—	0.02	13.06	15.06		0.37	0.37	0.37	0.90		114,650	20
04-29-05⁽⁵⁾– 12-31-05	10.08	0.08	^·	1.21		1.29		—		—	—	—	11.37	12.80		0.37	0.37	0.37	1.11		783	106
Class T
12-31-08	13.62	0.10		(5.44	)	(5.34	)	0.04		0.36	—	0.40	7.88	(40.12	)	0.87	0.82	0.82	0.73		1,712	57
12-31-07	12.97	0.01		0.67		0.68		—		0.03	—	0.03	13.62	5.27		0.87	0.82	0.82	0.06		3,306	39
12-31-06	11.34	(0.04	)^·	1.69		1.65		0.00	*	0.02	—	0.02	12.97	14.57		0.87	0.82	0.82	(0.29	)	3,247	20
08-31-05⁽⁵⁾– 12-31-05	10.91	0.33	^·	0.10		0.43		—		—	—	—	11.34	3.94		0.87	0.82	0.82	9.02		183	106

⁽¹⁾

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

⁽²⁾

Annualized for periods less than one year.

⁽³⁾

Expense ratios reflect operating expenses of a Portfolio. Expenses before reductions do not reflect amounts reimbursed by the Investment Adviser and/or Distributor or reductions from brokerage commission recapture arrangements or other expense offset arrangements and do not represent the amount paid by a Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor but prior to reductions from brokerage commission recapture arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by a Portfolio. Net investment income (loss) is net of all such additions or reductions.

⁽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.

⁽⁵⁾

Commencement of operations.

•

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

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008

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. The Fund currently consists of thirty-six active separate investment series. 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 average 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 service fees, if applicable.

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.

Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Portfolios is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1”, inputs other than quoted prices for an asset that are observable are classified as “Level 2” and unobservable inputs, including the investment adviser’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

“Level 3”. The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table summarizing the Portfolios’ investments under these levels of classification is included following each portfolios Portfolio of Investments.

Effective for fiscal years and interim periods ending after November 15, 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 133-1 and FASB Interpretation Number (“FIN”) 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161.” The amendments to FAS 133 require enhanced disclosure regarding credit derivatives sold, including (1) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment/performance risk of the credit derivative, (2) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (3) the fair value of the credit derivative, and (4) the nature of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. All changes to accounting policies have been made in accordance with the FSP and incorporated for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

Security Transactions and Revenue Recognition. Security transactions are accounted for on trade date. Dividend income received from the affiliated funds is recognized on the ex-dividend date and is recorded as income distributions in the Statement of Operations. Capital gain distributions received from the affiliated funds are recognized on ex-dividend date and are recorded on the Statement of Operations as such. Costs used in determining realized gains and losses on the sales of investment securities are on the basis of specific identification.

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.

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. Management has considered the sustainability of the Portfolios’ tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.

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

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 N.V. (“ING Groep”).

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.

ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 125,000 people, ING Groep comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand.

environment. ING Groep will issue non-voting core Tier-1 securities for a total consideration of EUR 10 billion to the Dutch State. The transaction boosts ING Bank’s core Tier-1 ratio, strengthens the insurance balance sheet and reduces ING Groep’s Debt/Equity ratio.

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 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, 2008, the cost of purchases and the proceeds from sales of the Underlying Funds were as follows:


	Non U.S. Government
	Purchases		Sales
Solution Growth and Income	$	986,402	$	320,893
Solution Growth		476,435		241,055
Solution Income		219,852,754		180,356,596
Solution 2015		542,021,873		365,212,795
Solution 2025		792,131,619		542,615,038
Solution 2035		630,999,246		418,801,550
Solution 2045		358,025,992		218,037,479

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 each Portfolio’s average daily net assets attributable to its Class ADV and Class T shares, respectively. The Distributor has contractually agreed to waive a portion of this fee equal to 0.05% of each Portfolio’s average daily net assets attributable to the distribution fee paid by 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, 2010.

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 5 — DISTRIBUTION AND SERVICE FEES

(continued)

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 Class ADV, S and T shares.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At December 31, 2008, the Portfolios had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 3 and 5):


Portfolio	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Total
Solution Growth and Income	$	50	$	10	$	125	$	185
Solution Growth		21		4		54		79
Solution Income		15,484		3,097		51,684		70,265
Solution 2015		44,926		8,985		149,867		203,778
Solution 2025		59,747		11,949		201,304		273,000
Solution 2035		46,113		9,222		156,846		212,181
Solution 2045		26,093		5,218		105,722		137,033

The Fund has adopted a Retirement Policy (“Policy”) covering all independent directors of the Fund who will have served as 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, 2008, 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 (100.00%); Solution Growth (99.99%); Solution Income (76.59%); Solution 2015 (83.49%); Solution 2025 (83.39%); Solution 2035 (84.53%); Solution 2045 (84.89%).

ING National Trust — Solution Income (19.07%); Solution 2015 (14.30%); Solution 2025 (15.11%); Solution 2035 (13.99%); Solution 2045 (15.54%).

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more

controlled companies, of more than 25% of the voting securities of a company. The 1940 Act defines affiliates as companies that are under common control. Therefore, because the Portfolios have a common owner that owns over 25% of the outstanding securities of the Portfolios, they may be deemed to be affiliates of each other. Investment activities of these shareholders could have a material impact on the Portfolios.

NOTE 7 — EXPENSE LIMITATIONS

The Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage commissions 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 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, 2008, 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.

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 8 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:


	Shares sold	Reinvestment of distributions	Shares redeemed		Net increase (decrease) in shares outstanding		Shares sold	Reinvestment of distributions	Shares redeemed		Net increase (decrease) in shares outstanding
Year or period ended	#	#	#		#		($)	($)	($)		($)
Solution Growth and Income
Class ADV
12-31-08	—	—	—		—		—	—	—		—
07-02-07⁽¹⁾-12-31-07	101	—	—		101		1,010	—	—		1,010
Class I
12-31-08	—	—	—		—		—	—	—		—
07-02-07⁽¹⁾-12-31-07	101	—	—		101		1,010	—	—		1,010
Class S
12-31-08	111,501	6	(29,785	)	81,722		908,118	61	(250,870	)	657,309
07-02-07⁽¹⁾-12-31-07	101	—	—		101		1,010	—	—		1,010
Solution Growth
Class ADV
12-31-08	—	—	—		—		—	—	—		—
07-02-07⁽¹⁾-12-31-07	101	—	—		101		1,010	—	—		1,010
Class I
12-31-08	—	—	—		—		—	—	—		—
07-02-07⁽¹⁾-12-31-07	101	—	—		101		1,010	—	—		1,010
Class S
12-31-08	56,092	5	(30,318	)	25,779		443,431	42	(210,741	)	232,732
07-02-07⁽¹⁾-12-31-07	101	—	—		101		1,010	—	—		1,010
Solution Income
Class ADV
12-31-08	3,888,994	320,091	(3,128,924	)	1,080,161		43,381,977	3,460,185	(33,485,644	)	13,356,518
12-31-07	7,237,328	38,021	(997,394	)	6,277,955		82,362,845	426,601	(11,282,023	)	71,507,423
Class I
12-31-08	1,731,967	86,502	(776,572	)	1,041,897		19,377,206	949,787	(8,573,157	)	11,753,836
12-31-07	1,652,599	6,774	(385,358	)	1,274,015		18,979,355	76,953	(4,437,475	)	14,618,833
Class S
12-31-08	3,005,910	279,858	(2,684,616	)	601,152		32,898,988	3,053,216	(28,540,704	)	7,411,500
12-31-07	3,667,575	45,755	(991,697	)	2,721,633		41,982,136	517,030	(11,422,695	)	31,076,471
Class T
12-31-08	30,609	2,435	(108,173	)	(75,129	)	322,253	26,540	(1,128,376	)	(779,583	)
12-31-07	89,716	167	(151,644	)	(61,761	)	1,013,401	1,873	(1,723,718	)	(708,444	)
Solution 2015
Class ADV
12-31-08	8,755,491	898,099	(2,171,246	)	7,482,344		98,275,207	9,932,975	(22,574,676	)	85,633,506
12-31-07	14,429,321	99,989	(1,250,862	)	13,278,448		176,412,557	1,201,868	(15,207,346	)	162,407,079
Class I
12-31-08	3,153,770	202,733	(824,746	)	2,531,757		35,715,362	2,276,688	(8,804,485	)	29,187,565
12-31-07	2,938,413	18,113	(794,396	)	2,162,130		36,140,606	220,432	(9,783,725	)	26,577,313

⁽¹⁾

Commencement of operations.

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 8 — CAPITAL SHARES (continued)


	Shares sold	Reinvestment of distributions	Shares redeemed		Net increase (decrease) in shares outstanding		Shares sold	Reinvestment of distributions	Shares redeemed		Net increase (decrease) in shares outstanding
Year or period ended	#	#	#		#		($)	($)	($)		($)
Class S
12-31-08	9,223,269	1,037,186	(4,089,611	)	6,170,844		102,302,525	11,575,000	(43,888,500	)	69,989,025
12-31-07	9,824,043	146,032	(1,704,508	)	8,265,567		120,665,807	1,766,988	(20,959,510	)	101,473,285
Class T
12-31-08	96,137	7,111	(146,245	)	(42,997	)	957,289	79,291	(1,659,739	)	(623,159	)
12-31-07	191,986	638	(243,672	)	(51,048	)	2,336,814	7,683	(2,946,572	)	(602,075	)
Solution 2025
Class ADV
12-31-08	13,708,461	1,418,021	(2,459,941	)	12,666,541		152,139,308	15,640,771	(25,619,511	)	142,160,568
12-31-07	19,838,440	147,855	(946,702	)	19,039,593		252,696,867	1,849,665	(11,865,610	)	242,680,922
Class I
12-31-08	4,664,361	328,922	(749,395	)	4,243,888		53,362,188	3,687,216	(7,620,429	)	49,428,975
12-31-07	3,738,402	22,144	(587,751	)	3,172,795		47,618,442	280,562	(7,598,424	)	40,300,580
Class S
12-31-08	10,216,883	1,532,104	(4,639,016	)	7,109,971		111,161,431	17,067,641	(51,682,451	)	76,546,621
12-31-07	13,305,242	216,420	(1,529,397	)	11,992,265		170,138,444	2,726,889	(19,564,309	)	153,301,024
Class T
12-31-08	169,734	21,613	(267,859	)	(76,512	)	1,879,548	239,693	(2,797,847	)	(678,606	)
12-31-07	242,058	2,508	(404,703	)	(160,137	)	3,064,714	31,400	(5,123,159	)	(2,027,045	)
Solution 2035
Class ADV
12-31-08	10,661,928	1,198,898	(1,265,300	)	10,595,526		118,690,126	13,439,644	(13,883,983	)	118,245,787
12-31-07	15,692,755	107,790	(462,668	)	15,337,877		206,813,701	1,393,730	(6,028,697	)	202,178,734
Class I
12-31-08	3,182,802	237,025	(462,514	)	2,957,313		35,874,930	2,697,342	(4,938,312	)	33,633,960
12-31-07	2,408,122	16,629	(420,452	)	2,004,299		31,958,692	217,669	(5,614,492	)	26,561,869
Class S
12-31-08	9,342,105	1,304,103	(3,193,106	)	7,453,102		102,809,865	14,749,404	(34,859,454	)	82,699,815
12-31-07	9,849,051	164,518	(1,400,827	)	8,612,742		130,046,033	2,142,026	(18,697,541	)	113,490,518
Class T
12-31-08	141,981	19,433	(453,852	)	(292,438	)	1,554,857	219,010	(4,874,883	)	(3,101,016	)
12-31-07	286,776	2,229	(299,614	)	(10,609	)	3,759,648	28,825	(3,936,905	)	(148,432	)
Solution 2045
Class ADV
12-31-08	6,628,857	600,628	(776,045	)	6,453,440		74,285,813	6,901,222	(8,847,567	)	72,339,468
12-31-07	8,364,192	36,073	(338,761	)	8,061,504		113,782,181	482,652	(4,627,426	)	109,637,407
Class I
12-31-08	2,436,920	145,573	(489,632	)	2,092,861		27,921,973	1,695,922	(5,273,872	)	24,344,023
12-31-07	1,535,768	7,785	(288,482	)	1,255,071		21,114,561	105,325	(4,002,764	)	17,217,122
Class S
12-31-08	5,944,067	689,475	(1,505,648	)	5,127,894		65,129,898	7,984,117	(18,413,690	)	54,700,325
12-31-07	6,251,430	60,025	(559,627	)	5,751,828		85,467,661	807,339	(7,686,957	)	78,588,043
Class T
12-31-08	94,016	8,619	(128,282	)	(25,647	)	1,053,847	99,208	(1,429,375	)	(276,320	)
12-31-07	131,307	692	(139,533	)	(7,534	)	1,766,701	9,245	(1,880,467	)	(104,521	)

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 9 — FEDERAL INCOME TAXES

The following permanent tax differences have been reclassified as of December 31, 2008:


	Undistributed Net Investment Income		Accumulated Net Realized Gains / (Losses)
Solution Growth and Income	$	1,348	$	(1,348	)
Solution Growth		401		(401	)
Solution Income		2,524,111		(2,524,111	)
Solution 2015		7,010,755		(7,010,755	)
Solution 2025		10,748,904		(10,748,904	)
Solution 2035		9,582,251		(9,582,251	)
Solution 2045		5,326,926		(5,326,926	)

The tax composition of dividends and distributions to shareholders was as follows:


	Year Ended December 31, 2008				Year Ended December 31, 2007
	Ordinary Income		Long-Term Capital Gains		Ordinary Income		Long-Term Capital Gains
Solution Growth and Income	$	50	$	11	$	—	$	—
Solution Growth		32		10		—		—
Solution Income		5,970,724		1,519,004		984,130		38,327
Solution 2015		15,884,638		7,979,316		2,966,927		230,044
Solution 2025		20,437,171		16,198,150		4,115,530		772,986
Solution 2035		18,164,573		12,940,827		3,317,791		464,459
Solution 2045		9,031,469		7,649,000		1,174,833		229,728

The tax-basis components of distributable earnings as of December 31, 2008 were:


	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Unrealized Appreciation/ (Depreciation)			Post-October Capital Loss Deferred
Solution Growth and Income	$	10,531	$	192	$	(44,206	)	$	(5	)
Solution Growth		3,008		458		(32,551	)		(31,825	)
Solution Income		10,359,604		756,847		(49,016,985	)		(265,315	)
Solution 2015		23,876,149		5,687,304		(217,891,014	)		—
Solution 2025		28,078,922		729,104		(371,235,594	)		(468,501	)
Solution 2035		19,844,522		666,138		(315,762,592	)		(525,060	)
Solution 2045		10,134,862		3,712,226		(195,216,200	)		(519	)

The Portfolios’ major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2005.

NOTE 10 — OTHER ACCOUNTING PRONOUNCEMENTS

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (“SFAS No. 161”), “Disclosure about Derivative Instruments and Hedging Activities.” This new accounting statement requires enhanced disclosures about an entity’s derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under SFAS No. 133, and (c) how derivatives affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of December 31, 2008, management of the Portfolios is currently assessing the impact of the expanded financial statement disclosures that will result from adopting SFAS No. 161.

NOTE 11 — CONCENTRATION OF INVESTMENT RISK

The Portfolios are also affected by other kinds of risks, depending on the types of securities held or strategies used by an Underlying Fund.

Investment by Funds-of-Funds. Each of the Underlying Funds’ shares may be purchased by other investment companies. In some cases, an Underlying Fund may experience large inflows or redemptions due to allocations or rebalancing. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on portfolio management. The Investment Adviser will monitor transactions by each Underlying Fund and will attempt to minimize any adverse effects on the Underlying Funds and the Portfolios as a result of these transactions. So long as an Underlying Fund accepts investments by other investment companies, it will not purchase securities of other investment companies, except to the extent permitted by the 1940 Act or under the terms of an exemptive order granted by the SEC.

Asset Allocation. Although asset allocation seeks to optimize returns given various levels of risk tolerance, you still may lose money and experience volatility. Market and asset class performance may differ in the future from the historical performance and the

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

assumptions used to form the asset allocations for the Portfolios. Furthermore, the Investment Adviser’s allocation of a Portfolio’s assets may not anticipate market trends successfully. Assets will be allocated among Underlying Funds and markets based on judgments made by the Investment Adviser. There is a risk that the Portfolios may allocate assets to an asset class or market that underperforms other Underlying Funds. For example, a Portfolio may be underweighted in assets or a market that is experiencing significant returns or overweighted in assets or a market with significant declines.

Foreign Securities. Investments in foreign securities may entail risks not present in domestic investments. Since securities in which an 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.

extensive internal review of trading in ING insurance, retirement, and mutual fund products. ING’s internal review related to mutual fund trading has been 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 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

NOTE 11 — CONCENTRATION OF INVESTMENT RISK (continued)

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 12 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

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 the indemnification commitments made by ING Funds related to mutual fund trading have been settled and restitution amounts prepared by an independent consultant have been paid to the affected ING Funds.

•

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 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 GROWTHAND

INCOME PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
2,117		ING BlackRock Inflation Protected Bond Portfolio - Class I			$	19,857
2,245		ING BlackRock Large Cap Value Portfolio - Class I				19,309
2,427		ING Davis New York Venture Portfolio - Class I				29,896
2,725		ING Julius Baer Foreign Portfolio - Class I				25,611
639	@	ING Legg Mason Partners Aggressive Growth Portfolio - Class I				18,766
7,506		ING Limited Maturity Bond Portfolio - Class I				77,157
1,573		ING Marsico Growth Portfolio - Class I				17,869
2,013		ING Marsico International Opportunities Portfolio - Class I				15,499
7,534		ING PIMCO Core Bond Portfolio - Class I				86,411
3,602		ING PIMCO High Yield Portfolio - Class I				25,286
840		ING Pioneer Mid Cap Value Portfolio - Class I				6,376
2,567		ING Real Estate Fund - Class I				23,774
2,170		ING T. Rowe Price Equity Income Portfolio - Class I				18,340
554		ING T. Rowe Price Growth Equity Portfolio - Class I				18,117
3,860		ING UBS U.S. Large Cap Equity Portfolio - Class I				23,934
2,547		ING Van Kampen Comstock Portfolio - Class I				18,138
1,682		ING Van Kampen Real Estate Portfolio - Class I				23,787
1,599		ING VP Growth and Income Portfolio - Class I				24,162
9,104		ING VP Intermediate Bond Portfolio - Class I				100,867
2,285		ING VP International Value Portfolio - Class I				15,469
956	@	ING VP MidCap Opportunities Portfolio - Class I				6,117
1,051		ING VP Small Company Portfolio - Class I				12,292

		Total Investments in Affiliated Investment Companies (Cost $ 642,145)*	100.0	%	$	627,034
		Other Assets and Liabilities - Net	(0.0	)		(185	)

		Net Assets	100.0	%	$	626,849

@	Non-income producing security

*	Cost for federal income tax purposes is $671,240.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	6,415
Gross Unrealized Depreciation		(50,621	)

Net Unrealized Depreciation	$	(44,206	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	627,034	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	627,034	$	—

“Fair value” for purposes of SFAS 157 is different from “fair value” as used in the 1940 Act. The former generally implies market value, and can include market quotations as a source of value, and the latter refers to determinations of actual value in absence of available market quotations.

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING SOLUTION GROWTH PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
897		ING BlackRock Large Cap Value Portfolio - Class I			$	7,711
954		ING Davis New York Venture Portfolio - Class I				11,754
1,430		ING Global Real Estate Portfolio - Class I				10,180
153		ING JPMorgan Emerging Markets Equity Portfolio - Class I				1,843
1,175		ING Julius Baer Foreign Portfolio - Class I				11,042
248	@	ING Legg Mason Partners Aggressive Growth Portfolio - Class I				7,279
1,083		ING Limited Maturity Bond Portfolio - Class I				11,134
578		ING Marsico Growth Portfolio - Class I				6,566
623		ING Marsico International Opportunities Portfolio - Class I				4,796
1,460		ING PIMCO Core Bond Portfolio - Class I				16,751
847		ING PIMCO High Yield Portfolio - Class I				5,949
364		ING Pioneer Mid Cap Value Portfolio - Class I				2,763
827		ING T. Rowe Price Equity Income Portfolio - Class I				6,986
204		ING T. Rowe Price Growth Equity Portfolio - Class I				6,676
1,604		ING UBS U.S. Large Cap Equity Portfolio - Class I				9,945
968		ING Van Kampen Comstock Portfolio - Class I				6,895
500		ING Van Kampen Real Estate Portfolio - Class I				7,069
564		ING VP Growth and Income Portfolio - Class I				8,527
1,641		ING VP Intermediate Bond Portfolio - Class I				18,180
768		ING VP International Value Portfolio - Class I				5,198
404	@	ING VP MidCap Opportunities Portfolio - Class I				2,584
436		ING VP Small Company Portfolio - Class I				5,101

		Total Investments in Affiliated Investment Companies (Cost $ 183,009)*	100.0	%	$	174,929
		Other Assets and Liabilities - Net	(0.0	)		(80	)

		Net Assets	100.0	%	$	174,849

@	Non-income producing security

*	Cost for federal income tax purposes is $207,480.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	1,070
Gross Unrealized Depreciation		(33,621	)

Net Unrealized Depreciation	$	(32,551	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	174,929	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	174,929	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING SOLUTION INCOME PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares				Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
1,041,019	ING BlackRock Inflation Protected Bond Portfolio - Class I			$	9,764,761
578,234	ING Davis New York Venture Portfolio - Class I				7,123,843
601,738	ING Julius Baer Foreign Portfolio - Class I				5,656,341
3,549,572	ING Limited Maturity Bond Portfolio - Class I				36,489,603
443,771	ING Marsico International Opportunities Portfolio - Class I				3,417,040
1,285,641	ING Oppenheimer Strategic Income Portfolio - Class I				11,519,341
2,909,664	ING PIMCO Core Bond Portfolio - Class I				33,373,844
875,437	ING PIMCO High Yield Portfolio - Class I				6,145,567
721,917	ING Real Estate Fund - Class I				6,684,947
647,312	ING T. Rowe Price Equity Income Portfolio - Class I				5,469,784
108,570	ING T. Rowe Price Growth Equity Portfolio - Class I				3,548,057
997,423	ING UBS U.S. Large Cap Equity Portfolio - Class I				6,184,023
592,305	ING Van Kampen Real Estate Portfolio - Class I				8,375,196
416,595	ING VP Growth and Income Portfolio - Class I				6,294,753
3,219,896	ING VP Intermediate Bond Portfolio - Class I				35,676,449
266,849	ING VP International Value Portfolio - Class I				1,806,568

	Total Investments in Affiliated Investment Companies (Cost $ 229,662,112)*	100.0	%	$	187,530,117
	Other Assets and Liabilities - Net	(0.0	)		(70,309	)

	Net Assets	100.0	%	$	187,459,808

*	Cost for federal income tax purposes is $236,547,102.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	597
Gross Unrealized Depreciation		(49,017,582	)

Net Unrealized Depreciation	$	(49,016,985	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	187,530,117	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	187,530,117	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING SOLUTION 2015 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
3,112,159		ING BlackRock Inflation Protected Bond Portfolio - Class I			$	29,192,047
2,039,903		ING BlackRock Large Cap Value Portfolio - Class I				17,543,169
2,382,903		ING Davis New York Venture Portfolio - Class I				29,357,369
3,563,303		ING Global Real Estate Portfolio - Class I				25,370,720
1,801,571		ING Julius Baer Foreign Portfolio - Class I				16,934,772
574,305	@	ING Legg Mason Partners Aggressive Growth Portfolio - Class I				16,867,342
3,350,011		ING Limited Maturity Bond Portfolio - Class I				34,438,113
1,390,321		ING Marsico Growth Portfolio - Class I				15,794,046
1,334,413		ING Marsico International Opportunities Portfolio - Class I				10,274,979
5,141,058		ING Oppenheimer Strategic Income Portfolio - Class I				46,063,878
3,238,122		ING PIMCO Core Bond Portfolio - Class I				37,141,263
2,471,613		ING PIMCO High Yield Portfolio - Class I				17,350,721
1,123,783		ING Pioneer Mid Cap Value Portfolio - Class I				8,529,512
1,938,968		ING T. Rowe Price Equity Income Portfolio - Class I				16,384,282
488,335		ING T. Rowe Price Growth Equity Portfolio - Class I				15,958,790
4,273,448		ING UBS U.S. Large Cap Equity Portfolio - Class I				26,495,375
2,286,045		ING Van Kampen Comstock Portfolio - Class I				16,276,637
2,141,785		ING Van Kampen Real Estate Portfolio - Class I				30,284,834
1,605,092		ING VP Growth and Income Portfolio - Class I				24,252,934
7,446,054		ING VP Intermediate Bond Portfolio - Class I				82,502,284
1,599,791		ING VP International Value Portfolio - Class I				10,830,583
1,275,569	@	ING VP MidCap Opportunities Portfolio - Class I				8,163,642
1,389,880		ING VP Small Company Portfolio - Class I				16,261,590

		Total Investments in Affiliated Investment Companies (Cost $ 756,324,442)*	100.0	%	$	552,268,882
		Other Assets and Liabilities - Net	(0.0	)		(203,900	)

		Net Assets	100.0	%	$	552,064,982

@	Non-income producing security

*	Cost for federal income tax purposes is $770,159,896.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	108,443
Gross Unrealized Depreciation		(217,999,457	)

Net Unrealized Depreciation	$	(217,891,014	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	552,268,882	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	552,268,882	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING SOLUTION 2025 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
967,860		ING Baron Small Cap Growth Portfolio - Class I			$	10,907,786
3,681,888		ING BlackRock Large Cap Value Portfolio - Class I				31,664,237
1,583,907		ING Columbia Small Cap Value II Portfolio - Class I				10,865,602
3,228,215		ING Davis New York Venture Portfolio - Class I				39,771,607
4,836,114		ING Global Real Estate Portfolio - Class I				34,433,134
1,264,251		ING JPMorgan Emerging Markets Equity Portfolio - Class I				15,221,583
4,880,085		ING Julius Baer Foreign Portfolio - Class I				45,872,802
1,296,274	@	ING Legg Mason Partners Aggressive Growth Portfolio - Class I				38,071,571
3,776,879		ING Limited Maturity Bond Portfolio - Class I				38,826,315
3,139,677		ING Marsico Growth Portfolio - Class I				35,666,726
3,168,801		ING Marsico International Opportunities Portfolio - Class I				24,399,764
3,487,147		ING Oppenheimer Strategic Income Portfolio - Class I				31,244,835
1,317,015		ING PIMCO Core Bond Portfolio - Class I				15,106,161
3,633,256		ING PIMCO High Yield Portfolio - Class I				25,505,458
2,536,804		ING Pioneer Mid Cap Value Portfolio - Class I				19,254,344
5,252,772		ING T. Rowe Price Equity Income Portfolio - Class I				44,385,922
882,291		ING T. Rowe Price Growth Equity Portfolio - Class I				28,833,278
5,791,422		ING UBS U.S. Large Cap Equity Portfolio - Class I				35,906,819
4,129,330		ING Van Kampen Comstock Portfolio - Class I				29,400,828
2,424,642		ING Van Kampen Real Estate Portfolio - Class I				34,284,436
2,174,306		ING VP Growth and Income Portfolio - Class I				32,853,767
5,352,477		ING VP Intermediate Bond Portfolio - Class I				59,305,450
3,793,828		ING VP International Value Portfolio - Class I				25,684,215
2,880,203	@	ING VP MidCap Opportunities Portfolio - Class I				18,433,296
1,255,842		ING VP Small Company Portfolio - Class I				14,693,347

		Total Investments in Affiliated Investment Companies (Cost $ 1,099,462,026)*	100.0	%	$	740,593,283
		Other Assets and Liabilities - Net	(0.0	)		(273,159	)

		Net Assets	100.0	%	$	740,320,124

@	Non-income producing security

*	Cost for federal income tax purposes is $1,111,828,877.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	518,380
Gross Unrealized Depreciation		(371,753,974	)

Net Unrealized Depreciation	$	(371,235,594	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	740,593,283	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	740,593,283	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING SOLUTION 2035 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
1,006,887		ING Baron Small Cap Growth Portfolio - Class I			$	11,347,620
3,587,174		ING BlackRock Large Cap Value Portfolio - Class I				30,849,692
1,648,100		ING Columbia Small Cap Value II Portfolio - Class I				11,305,969
2,288,963		ING Davis New York Venture Portfolio - Class I				28,200,030
3,776,242		ING Global Real Estate Portfolio - Class I				26,886,843
1,971,848		ING JPMorgan Emerging Markets Equity Portfolio - Class I				23,741,055
3,804,511		ING Julius Baer Foreign Portfolio - Class I				35,762,405
1,010,639	@	ING Legg Mason Partners Aggressive Growth Portfolio - Class I				29,682,473
2,938,458		ING Marsico Growth Portfolio - Class I				33,380,886
3,533,669		ING Marsico International Opportunities Portfolio - Class I				27,209,248
1,047,805		ING PIMCO Core Bond Portfolio - Class I				12,018,327
2,839,374		ING PIMCO High Yield Portfolio - Class I				19,932,405
2,769,304		ING Pioneer Mid Cap Value Portfolio - Class I				21,019,017
4,096,453		ING T. Rowe Price Equity Income Portfolio - Class I				34,615,031
860,252		ING T. Rowe Price Growth Equity Portfolio - Class I				28,113,028
3,614,388		ING UBS U.S. Large Cap Equity Portfolio - Class I				22,409,205
4,025,680		ING Van Kampen Comstock Portfolio - Class I				28,662,840
1,515,587		ING Van Kampen Real Estate Portfolio - Class I				21,430,405
1,507,301		ING VP Growth and Income Portfolio - Class I				22,775,316
3,612,888		ING VP Intermediate Bond Portfolio - Class I				40,030,799
4,227,067		ING VP International Value Portfolio - Class I				28,617,241
3,145,023	@	ING VP MidCap Opportunities Portfolio - Class I				20,128,145
1,469,671		ING VP Small Company Portfolio - Class I				17,195,153

		Total Investments in Affiliated Investment Companies (Cost $ 880,442,709)*	100.0	%	$	575,313,133
		Other Assets and Liabilities - Net	(0.0	)		(212,271	)

		Net Assets	100.0	%	$	575,100,862

@	Non-income producing security

*	Cost for federal income tax purposes is $891,075,725.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	419,041
Gross Unrealized Depreciation		(316,181,633	)

Net Unrealized Depreciation	$	(315,762,592	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	575,313,133	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	575,313,133	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING SOLUTION 2045 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares					Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
718,213		ING Baron Small Cap Growth Portfolio - Class I			$	8,094,260
2,044,669		ING BlackRock Large Cap Value Portfolio - Class I				17,584,152
1,175,991		ING Columbia Small Cap Value II Portfolio - Class I				8,067,300
1,305,845		ING Davis New York Venture Portfolio - Class I				16,088,010
2,157,438		ING Global Real Estate Portfolio - Class I				15,360,955
1,406,260		ING JPMorgan Emerging Markets Equity Portfolio - Class I				16,931,373
3,255,081		ING Julius Baer Foreign Portfolio - Class I				30,597,757
691,594	@	ING Legg Mason Partners Aggressive Growth Portfolio - Class I				20,312,112
1,676,815		ING Marsico Growth Portfolio - Class I				19,048,620
2,423,203		ING Marsico International Opportunities Portfolio - Class I				18,658,667
43,385		ING PIMCO Core Bond Portfolio - Class I				497,626
2,030,681		ING Pioneer Mid Cap Value Portfolio - Class I				15,412,872
2,726,049		ING T. Rowe Price Equity Income Portfolio - Class I				23,035,112
490,920		ING T. Rowe Price Growth Equity Portfolio - Class I				16,043,251
2,062,725		ING UBS U.S. Large Cap Equity Portfolio - Class I				12,788,894
2,296,373		ING Van Kampen Comstock Portfolio - Class I				16,350,177
433,137		ING Van Kampen Real Estate Portfolio - Class I				6,124,553
859,918		ING VP Growth and Income Portfolio - Class I				12,993,356
561,553		ING VP Intermediate Bond Portfolio - Class I				6,222,012
2,894,585		ING VP International Value Portfolio - Class I				19,596,342
2,307,044	@	ING VP MidCap Opportunities Portfolio - Class I				14,765,080
1,118,413		ING VP Small Company Portfolio - Class I				13,085,436

		Total Investments in Affiliated Investment Companies (Cost $ 517,452,832)*	100.0	%	$	327,657,917
		Other Assets and Liabilities - Net	(0.0	)		(137,033	)

		Net Assets	100.0	%	$	327,520,884

@	Non-income producing security

*	Cost for federal income tax purposes is $522,874,117.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	17,508
Gross Unrealized Depreciation		(195,233,708	)

Net Unrealized Depreciation	$	(195,216,200	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	327,657,917	$	—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	327,657,917	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

TAX INFORMATION (UNAUDITED)

Dividends paid during the year ended December 31, 2008 were as follows:


Fund Name	Type	Per Share Amount

ING Solution Growth and Income Portfolio
Class ADV	NII	$	—
Class I	NII	$	0.0082
Class S	NII	$	0.0125
All Classes	LTCG	$	0.0029

ING Solution Growth Portfolio
Class ADV	NII	$	—
Class I	NII	$	—
Class S	NII	$	0.0031
All Classes	LTCG	$	0.0010

ING Solution Income Portfolio
Class ADV	NII	$	0.1856
Class I	NII	$	0.2137
Class S	NII	$	0.1916
Class T	NII	$	0.0751
All Classes	STCG	$	0.1075
All Classes	LTCG	$	0.0759

ING Solution 2015 Portfolio
Class ADV	NII	$	0.1703
Class I	NII	$	0.2012
Class S	NII	$	0.1793
Class T	NII	$	0.0808
All Classes	STCG	$	0.0945
All Classes	LTCG	$	0.1364

ING Solution 2025 Portfolio
Class ADV	NII	$	0.1327
Class I	NII	$	0.1646
Class S	NII	$	0.1401
Class T	NII	$	0.0647
All Classes	STCG	$	0.1108
All Classes	LTCG	$	0.1977

ING Solution 2035 Portfolio
Class ADV	NII	$	0.1341
Class I	NII	$	0.1665
Class S	NII	$	0.1414
Class T	NII	$	0.0466
All Classes	STCG	$	0.1490
All Classes	LTCG	$	0.2055

TAX INFORMATION (UNAUDITED) (CONTINUED)


Fund Name	Type	Per Share Amount

ING Solution 2045 Portfolio
Class ADV	NII	$	0.1108
Class I	NII	$	0.1424
Class S	NII	$	0.1190
Class T	NII	$	0.0413
All Classes	STCG	$	0.1419
All Classes	LTCG	$	0.2195

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, 2008, the following percentages qualify for the dividends received deduction (DRD) available to corporate shareholders:



ING Solution Growth and Income Portfolio	9.91	%

ING Solution Growth Portfolio	17.11	%

ING Solution Income Portfolio	4.41	%

ING Solution 2015 Portfolio	9.60	%

ING Solution 2025 Portfolio	14.28	%

ING Solution 2035 Portfolio	14.12	%

ING Solution 2045 Portfolio	16.83	%

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 the Fund	Term of Office and Length of Time Served⁽¹⁾	Principal Occupation(s) during the Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee⁽²⁾	Other Directorships/ Trusteeships held by Director
Independent Directors:

Colleen D. Baldwin 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 48	Director	November 2007 -Present	President, National Charity League/Canaan Parish Board (June 2008 - Present) and Consultant (January 2005 - Present). Formerly, Chief Operating Officer, Ivy Asset Management Group (April 2002 - October 2004)	161	None.

John V. Boyer⁽⁴⁾ 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 55	Director	November 1997 - Present	President, Bechtler Arts Foundation (March 2008 - Present). Formerly, Consultant (July 2007 - February 2008); President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - July 2007); and Executive Director, The Mark Twain House & Museum (September 1989 - November 2005).	161	None.

Patricia W. Chadwick 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 60	Director	January 2006 - Present	Consultant and President of self - owned company, Ravengate Partners LLC (January 2000 - Present).	161	Wisconsin Energy Corporation (June 2006 - Present).

Peter S. Drotch 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 66	Director	November 2007 - Present	Retired partner, PricewaterhouseCoopers, LLP.	161	First Marblehead Corporation (September 2003 - Present).

J. Michael Earley 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 63	Director	January 2005 - Present	Retired. Formerly, President and Chief Executive Officer, Bankers Trust Company, N.A., Des Moines (June 1992 - December 2008).	161	Bankers Trust Company, N.A. (June 1992 - Present) and 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).	161	Assured Guaranty Ltd. (April 2004 - Present) and Odyssey Re Holdings Corporation (November 2006 - Present).

Sheryl K. Pressler 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58	Director	January 2006 - Present	Consultant (May 2001 - Present).	161	Global Alternative Asset Management, Inc. (October 2007 - Present) and Stillwater Mining Company (May 2002 - Present).

Roger B. Vincent 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 63	Director	January 2005 - Present	President, Springwell Corporation (March 1989 - Present).	161	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 the Fund	Term of Office and Length of Time Served⁽¹⁾	Principal Occupation(s) during the Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee⁽²⁾	Other Directorships/ Trusteeships held by Director
Directors who are “Interested Persons”:

Robert W. Crispin⁽⁵⁾ 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 62	Director	November 2007 - Present	Retired. Chairman and Chief Investment Officer, ING Investment Management Co. (June 2001 - December 2007).	161	ING Canada Inc. (December 2004 - Present) and ING Bank, fsb (June 2001 - Present).

Shaun P. Mathews⁽³⁾⁽⁵⁾ 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	Director	November 2007 - Present	President and Chief Executive Officer, ING Investments, LLC⁽⁵⁾(November 2006 - Present). Formerly, President, ING Mutual Funds and Investment Products (November 2004 - November 2006); Chief Marketing Officer, ING USFS (April 2002 - October 2004); and Head of Rollover/Payout (October 2001 - December 2003).	200	ING Services Holding Company, Inc. (May 2000 - Present); Southland Life Insurance Company (June 2002 - Present); and ING Capital Corporation, LLC, ING Funds Distributor, LLC⁽⁶⁾, ING Funds Services, LLC⁽⁷⁾, ING Investments, LLC⁽⁵⁾ and ING Pilgrim Funding, Inc. (December 2006 - Present).

⁽¹⁾

Directors serve until their successors are duly elected and qualified. The tenure of each Director is subject to the Board’s retirement policy, which states that each Independent Director shall retire from service as a Trustee at the conclusion of the first regularly scheduled meeting of the Board that is held after (a) the Director reaches the age of 70, if that Director qualifies for a retirement benefit as discussed in the board’s retirement policy; or (b) the Director reaches the age of 72 or has served as a Director for 15 years, whichever comes first, if that Director does not qualify for the retirement benefit. 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⁾

For the purposes of this table (except for Mr. Mathews), ”Fund Complex” means the following investment companies: ING Asia Pacific High Dividend Equity Income Fund, ING Equity Trust; ING Funds Trust; ING Global Equity Dividend and Premium Opportunity Fund; ING Global Advantage and Premium Opportunity Fund; ING International High Dividend Equity Income Fund; ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Prime Rate Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING Separate Portfolios Trust; ING Variable Insurance Trust; ING Variable Products Trust; and ING Partners, Inc.

⁽³⁾

For Mr. Mathews, the Fund Complex also includes the following investment companies: ING Series Fund, Inc.; ING Strategic Allocation Portfolios, Inc.; ING Variable Funds; ING Variable Portfolios, Inc.; ING VP Balanced Portfolio, Inc.; ING VP Intermediate Bond Portfolio; and ING VP Money Market Portfolio.

⁽⁴⁾

Mr. Boyer held a seat on the Board of Directors of The Mark Twian House & Museum from September 1989 to November 2005. ING Groep N.V. makes non-material, charitable contributions to The Mark Twain House & Museum.

⁽⁵⁾

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, N.V., the parent corporation of the Manager, ING Investment Manager.

⁽⁶⁾

ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the successor 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.

⁽⁷⁾

ING Funds Distributor, LLC is the successor 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.

⁽⁸⁾

ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the successor 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 5 Years
Officers:

Shaun P. Mathews⁽⁵⁾ 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	President and Chief Executive Officer	November 2006 - Present	President and Chief Executive Officer, ING Investments, LLC (November 2006 - Present). Formerly, President, ING Mutual Funds and Investment Products (November 2004 - November 2006); Chief Marketing Officer, 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: 50	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, Executive Vice President, 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: 58	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).

Joseph M. O’Donnell 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 54	Executive Vice President and Chief Compliance Officer	March 2006 - Present January 2005 - Present	Chief Compliance Officer of the ING Funds (November 2004 - Present) and Executive Vice President of the ING Funds (March 2006 - Present). Formerly, Chief Compliance Officer of ING Investments, LLC⁽²⁾ (March 2006 - July 2008); Investment Advisor Chief Compliance Officer, Directed Services LLC⁽⁶⁾ (March 2006 - July 2008) ING Life Insurance and Annuity Company (March 2006 - December 2006); and 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: 41	Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary	March 2005 - Present	Senior Vice President, ING Funds Services, LLC⁽³⁾ (March 2005 - Present). Formerly, Vice President, ING Funds Services, LLC⁽³⁾ (September 2002 - March 2005).

Kimberly A. Anderson 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 44	Senior Vice President	January 2005 - Present	Senior Vice President, ING Investments, LLC⁽²⁾ (October 2003 - Present).

Robert Terris 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 38	Senior Vice President	May 2006 - Present	Senior Vice President, Head of Division Operations, ING Funds Services, LLC⁽³⁾ (May 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC⁽³⁾ (October 2001 - March 2006).

Ernest J. C’DeBaca 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 39	Senior Vice President	May 2006 - Present	Chief Compliance Officer, ING Investments, LLC⁽²⁾ (July 2008 - Present); Investment Advisor Chief Compliance Officer, Directed Services LLC⁽⁶⁾ (July 2008 - Present); Head of Retail Compliance, ING Funds Distributor, LLC⁽⁴⁾and ING Funds Services, LLC⁽³⁾, (July 2008 - Present); and Senior Vice President, ING Investments, LLC⁽²⁾ (December 2006 - Present), ING Funds Services, LLC⁽³⁾ (April 2006 - Present), ING Funds Distributor, LLC⁽⁴⁾ (July 2008 - Present), and Directed Services LLC⁽⁶⁾ (July 2008 - 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).

Robyn L. Ichilov 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 41	Vice President and Treasurer	January 2005 - Present	Vice President and Treasurer, ING Funds Services, LLC⁽³⁾ (November 1995 - 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⁾ (August 1995 - Present); Vice President, ING Investments, LLC⁽²⁾ and ING Funds Services, LLC⁽³⁾ (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).

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 5 Years

William Evans 10 State House Square Hartford, Connecticut 06103 Age: 36	Vice President	September 2007 - Present	Vice President, Head of Mutual Fund Advisory Group (April 2007 - Present). Formerly, Vice President, U.S. Mutual Funds and Investment Products (May 2005 - April 2007) and 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: 50	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).

Denise Lewis 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 45	Vice President	January 2007 - Present	Vice President, ING Funds Services, LLC (December 2006 - Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 - December 2006).

Kimberly K. Springer 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 51	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) and Manager, Registration Statements, ING Funds Services, LLC⁽³⁾ (May 2003 - August 2004).

Susan P. Kinens 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 32	Assistant Vice President	January 2005 - Present	Assistant Vice President, ING Funds Services, LLC⁽³⁾ (December 2002 - Present).

Craig Wheeler 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 39	Assistant Vice President	May 2008 - Present	Assistant Vice President - Director of Tax, ING Funds Services (March 2008 - Present). Formerly, Tax Manager, ING Funds Services (March 2005 - March 2008); Tax Senior, ING Funds Services (January 2004 - March 2005); and Tax Senior, KPMG LLP (August 2002 - December 2003).

Huey P. Falgout, Jr. 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 45	Secretary	August 2003 - Present	Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present).

Theresa K. Kelety 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 45	Assistant Secretary	August 2003 - Present	Senior Counsel, ING Americas, U.S. Legal Services (April 2008 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (April 2003 - April 2008).

Kathleen Nichols 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 33	Assistant Secretary	May 2008 - Present	Counsel, ING Americas, U.S. Legal Services (February 2008 - Present). Formerly, Associate, Ropes & Gray LLP (September 2005 - February 2008)

⁽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 successor 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, as amended (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 14, 2008, the Board, including a majority of the Independent Directors, considered whether to renew the investment advisory contract (the “Advisory Contract”) between Directed Services LLC (the “Adviser”) and the Company, on behalf of the Portfolios.

At its November 14, 2008 meeting, the Board voted to renew the Advisory Contract 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 Directors also took into account various factors that they believed, in light of the legal advice furnished to them by K&L Gates LLP (“K&L Gates”), their independent legal counsel, and their own business judgment, to be relevant. Further, while the advisory contracts for all the funds in the ING Funds complex were considered at the same Board meeting, the Directors considered each Portfolio’s advisory relationship 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

Contract for the one-year period ending November 30, 2009. 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 arrangement.

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 ING Funds’ 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 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

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Directors 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 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 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 arrangements (including the Portfolios’ Advisory Contract). 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 addition, in 2007 and 2008, 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 (��Selected Peer Group”) to be used by the Portfolios 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 Investment Review Committees, including the I/B/F IRC, reviews benchmarks used to assess the performance of the funds in the ING Funds complex. The Investment Review Committees may apply a heightened level of scrutiny in cases where performance has lagged an ING Fund’s relevant benchmark and/or Selected Peer Group.

The Board employed its process for reviewing contracts when considering the renewal of the Portfolios’ Advisory Contract that would be effective through November 30, 2009. 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

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 14, 2008 Board meeting included, among other information, the following items for each Portfolio: (1) FACT sheets that provided information regarding the performance and expenses of the Portfolio and other similarly managed funds in its Selected Peer Group, as well as information regarding the Portfolio’s investment portfolio, objective and strategies; (2) reports providing risk and attribution analyses of each Portfolio; (3) the 15(c) Methodology Guide, which describes how the FACT sheets were prepared, including the manner in which each Portfolio’s benchmark and Selected Peer Group was selected and how profitability was determined; (4) responses from the Adviser to a series of questions posed by K&L Gates on behalf of the Directors; (5) copies of the form of Advisory Contract; (6) copies of the Form ADV for the Adviser; (7) financial statements for the Adviser; (8) a draft of a narrative summary addressing key factors the Board customarily considers in evaluating the renewals of the ING Funds’ (including the Portfolios’) advisory contracts, including a written analysis for the Portfolio of how performance, fees and expenses compare to its Selected Peer Group and/or designated benchmark; (9) independent analyses of Portfolio performance by the Company’s Chief Investment Risk Officer; (10) information regarding net asset flows into and out of each Portfolio; and (11) other information relevant to the Board’s evaluations.

Class I shares of the Portfolios were used for purposes of certain comparisons between the Portfolios and their Selected Peer Groups. Class I shares generally were selected so that a Portfolio’s share class with the longest performance history was compared to the analogous class of shares for each fund in its Selected Peer Group. The mutual funds included in each Portfolio’s Selected Peer Group were selected based upon criteria designed to mirror the Portfolio share class being compared to the Selected Peer Group.

In arriving at its conclusions with respect to the Advisory Contract, the Board was mindful of the “manager-of-managers” platform of the ING Funds 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

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

resources that the Adviser has committed to the Board and 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 Board’s Investment Review Committees to analyze the key factors underlying investment performance for the funds in the ING Funds complex.

The Board also noted 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.

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 such 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.

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 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 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 the Portfolios’ 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 the advisory relationship, 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, Selected Peer Group and primary benchmark. The FACT sheet performance data was as of June 30, 2008. In addition, the Board also considered at its November 14, 2008 meeting certain additional data regarding performance and Portfolio asset levels as of October 31, 2008. The Board’s findings specific to each Portfolio’s performance is discussed below.

Economies of Scale

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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.

Information Regarding Services to Other Clients

The Board requested and 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. When fee rates offered to other clients differed materially from those charged to a Portfolio, 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 other institutional clients of the Adviser (including other investment companies) may differ materially due to, among other reasons: differences in services; different regulatory requirements associated with registered investment companies, such as the Portfolios, as compared to non-registered investment company clients; market differences in fee rates that existed when a Portfolio first was organized; differences in the original sponsors of Portfolios that now are managed by the Adviser; investment capacity constraints that existed when certain contracts were first agreed upon or that might exist at present; and different pricing structures that are necessary to be competitive in different marketing channels.

Fee Rates and Profitability

and expense limitations applicable to the fees payable by the Portfolios.

The Board considered the fee structure of the Portfolios as it relates 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 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. 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.

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. In making its determinations, the Board based its conclusions on the reasonableness of the advisory fees of the Adviser primarily on the factors described for the Portfolios below.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Portfolio-by- Portfolio Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its November 14, 2008 meeting in relation to renewing the Portfolios’ current Advisory Contract for the year ending November 30, 2009. These specific factors are in addition to those considerations discussed above. In each case, each 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. The Portfolios’ management fees and expense ratios were compared to the fees and expense ratios of the funds in its Selected Peer Groups.

ING Solution Growth and Income Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Solution Growth and Income Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2008: (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 fifth (lowest) quintile of its Morningstar category for all periods presented.

In analyzing this performance data, the Board took into account the Portfolio launched in July 2007 and, therefore, had a limited operating history for the purpose of analyzing its performance.

In considering the fees payable under the Advisory Contract 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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (including a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group. 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 July 2007 and it is reasonable to permit the Portfolio to establish a longer operating history for the purposes of evaluating performance. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING Solution Growth Portfolio

In considering whether to approve the renewal of the Advisory Contract for ING Solution Growth Portfolio, the Board considered that, based on performance data for the periods ended June 30, 2008: (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 the year-to-date period, and the fifth (lowest) quintile for the most recent calendar quarter.

In analyzing this performance data, the Board took into account the Portfolio launched in July 2007, and therefore, had a limited operating history for the purpose of analyzing its performance.

In considering the fees payable under the Advisory Contract 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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (including a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group. 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

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

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 July 2007 and it is reasonable to permit the Portfolio to establish a longer operating history for the purposes of evaluating performance. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2009. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

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, 2008: (1) the Portfolio outperformed its Morningstar category median for all periods presented with the exception of the most recent calendar quarter, during which it underperformed; (2) the Portfolio underperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the first (highest) quintile of its Morningstar category for the year-to-date and one-year periods, the third quintile for the three-year period, and the fifth (lowest) quintile for the most recent calendar quarter.

In analyzing this performance data, the Board took into account: (1) Management’s discussion of peer group construction and its analysis regarding adjustments to the Portfolio’s asset allocation; (2) the recent removal of a poorly performing fund from the underlying funds in which the Portfolio invests; and (3) the negative effect of sector allocations in the underlying funds.

In considering the fees payable under the Advisory Contract 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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of the Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (including a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group. 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 Adviser recently removed a poorly performing fund from the underlying funds in which the Portfolio invests, and it is reasonable to provide time to evaluate the effect of this change. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2009. 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, 2008: (1) the Portfolio outperformed its Morningstar category median for the year-to-date and one-year periods, but underperformed for the most recent calendar quarter and three-year periods; (2) the Portfolio underperformed its primary benchmark for all periods presented; and (3) the Portfolio is ranked in the second quintile of its Morningstar category for the year-to-date and one-year periods, the fourth quintile for the three-year period, and the fifth (lowest) quintile for the most recent calendar quarter.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group. 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 Adviser recently removed a poorly performing fund from the underlying funds in which the Portfolio invests, and it is reasonable to provide time to evaluate the effect of this change. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2009. 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, 2008: (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 the year-to-date, one-year, and three-year periods, and the fifth (lowest) quintile for the most recent calendar quarter.

including that: (a) the management fee (including a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group. 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 Adviser recently removed a poorly performing fund from the underlying funds in which the Portfolio invests, and it is reasonable to provide time to evaluate the effect of this change. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2009. 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, 2008: (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 the year-to-date, one-year, and three-year periods, and the fifth (lowest) quintile for the most recent calendar quarter.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (including a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the funds in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the funds in its Selected Peer Group. 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 Adviser recently removed a poorly performing fund from the underlying funds in which the Portfolio invests, and it is reasonable to provide time to evaluate the effect of this change. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2009. 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, 2008: (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 three-year period, 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 considering the fees payable under the Advisory Contract 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; (2) the pricing structure (including the expense ratio to be borne by shareholders) of ING Solution 2045 Portfolio, as compared to its Selected Peer Group, including that: (a) the management fee (including a 0.02% administration fee) for the Portfolio is below the median and the average management fees of the portfolios in its Selected Peer Group; and (b) the expense ratio for the Portfolio is below the median and the average expense ratios of the portfolios in its Selected Peer Group. 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 Adviser recently removed a poorly performing fund from the underlying funds in which the Portfolio invests, and it is reasonable to provide time to evaluate the effect of this change. Based on these conclusions and other factors, the Board voted to renew the Advisory Contract for the Portfolio for the year ending November 30, 2009. During this renewal process, 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

One Wall Street

New York, New York 10286

Legal Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006


		VPAR-USOL		(1208-021709)

LOGO

Annual Report

December 31, 2008

Adviser Class (“ADV”), Initial Class (“I”),

Service Class (“S”) and Class T

ING Partners, Inc.

n	ING Index Solution Income Portfolio

n	ING Index Solution 2015 Portfolio

n	ING Index Solution 2025 Portfolio

n	ING Index Solution 2035 Portfolio

n	ING Index Solution 2045 Portfolio


		E-Delivery Sign-up – details inside

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.

MUTUAL FUNDS

LOGO

TABLE OF CONTENTS


President’s Letter		1

Market Perspective		2

Portfolio Managers’ Report		4

Shareholder Expense Examples		11

Report of Independent Registered Public Accounting Firm		13

Statements of Assets and Liabilities		14

Statements of Operations		16

Statements of Changes in Net Assets		18

Financial Highlights		21

Notes to Financial Statements		23

Portfolios of Investments		31

Director and Officer Information		36



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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

PRESIDENT’S LETTER

LOGO

Dear Shareholders,

We are in the midst of one of the most challenging periods ever faced by investors, and we at ING Funds are aware of the anxiety that you may be feeling at this time.

investment strategy of all. We ask that investors not lose sight of their commitment to the long-term.

We thank you for your support and confidence and we look forward to continuing to do business with you in the future.

Sincerely,

LOGO

Shaun Mathews

President & Chief Executive Officer

ING Funds

January 23, 2009

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

MARKET PERSPECTIVE FOR THEYEARENDED DECEMBER 31, 2008

In our semi-annual report, we described a failed second quarter rally that fizzled when investors realized that borderline recessionary conditions and a credit crunch had not gone away. By year-end, governments were committing previously unimaginable sums of taxpayer money to prevent systemic collapse. Global equities in the form of the MSCI World^® Index⁽¹⁾ measured in local currencies, including net reinvested dividends (“MSCI” for regions discussed below) plunged 29.70% in the six months ended December 31, 2008 (down 38.70% for the entire fiscal year). (The MSCI World^® Index plunged 40.71% for the entire fiscal year, measured in U.S. dollars.) In currencies, the dollar at first drifted near record lows against the euro. But the tide turned in mid-July and for the six months ended December 31, 2008, the dollar strengthened by 12.10% (4.50% for the entire fiscal year). The dollar also soared 37.80% against the pound for the six months ended December 31, 2008 (37.90% for the entire fiscal year). But the yen advanced as carry trades (essentially short yen positions) were unwound and the dollar fell 14.90% for the six months ended December 31, 2008 (down 19.60% for the entire fiscal year).

Even more dramatic was the price of oil which marched to an all-time high of around $147 per barrel in mid-July, only to lose more than two thirds of that price by December 31, 2008.

Other programs were of more practical use, like support for the commercial paper market and a guarantee facility for money market funds. Arguably the most effective measure was the announced intention to buy vast quantities of agency mortgage-backed securities and debentures. This had the effect of driving down rates on the 30-year mortgage towards 5.00%, a record low. In the meantime, the newly-elected president promised a stimulus package worth approximately $1 trillion. And by year end, the Federal Open Market Committee (“FOMC”) reduced interest rates to a range of between 0% and 0.25%.

2008 ended with much gloom and bad news still to come, but the platform for recovery was perhaps taking shape.

MARKET PERSPECTIVE FORTHEYEARENDED DECEMBER 31, 2008

U.S. equities, represented by the S&P 500^® Composite Stock Price (“S&P 500^®”) Index⁽⁵⁾, including dividends, returned (28.50)% for the six months ended December 31, 2008, (down 37.00% for the entire fiscal year), increasingly unimpressed by sharply falling oil prices. Profits for S&P 500^® Index companies suffered their fifth straight quarter of decline, led again by the financials sector, although taxpayer money was also potentially committed to save the big three auto makers from bankruptcy. On November 20, 2008, the S&P 500^® Index plumbed a level not seen since April 1997, before a December recovery.

⁽³⁾ The Barclays Capital U.S. Aggregate Bond Index is an unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁴⁾ The Barclays Capital High Yield Bond — 2% Issuer Constrained Composite Index is an unmanaged index that measures the performance of non-investment grade fixed-income securities.

⁽⁵⁾ 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.

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

⁽⁷⁾ The MSCI Europe ex UK^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Europe, excluding the UK.

⁽⁸⁾ 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 INDEX SOLUTION PORTFOLIOS		PORTFOLIO MANAGERS’ REPORT

The ING Index Solution Portfolios consist of ING Index Solution Income Portfolio, ING Index Solution 2015 Portfolio, ING Index Solution 2025 Portfolio, ING Index Solution 2035 Portfolio, and ING Index Solution 2045 Portfolio (each a “Portfolio” or collectively, the “Portfolios” or the “Index Solution Portfolios”). Each Portfolio seeks to achieve its investment objective by investing in a combination of other ING Funds (“Underlying Funds”) according to target allocations determined by Directed Services LLC (“DSL” or “Investment Adviser”), under the guidance of an Investment Committee⁽¹⁾. 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.

Portfolio Specifics: 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. Each Portfolio’s approximate target investment allocations (expressed as a percentage of its net assets) among the asset classes in which the Portfolios invest are set out on page 5. As these are target allocations, the actual allocations of the Portfolios’ assets may deviate from the percentages shown.

The Investment Committee allocates each Portfolio’s assets among the Underlying Funds based on advice from the Consultant.

Since the Portfolios’ inception in March 2008, all equity asset classes experienced negative returns. Fixed income was the best performing asset class, while international equities and REITs were the worst performing asset classes. On a relative basis, domestic equities outperformed international equities. Within international, developed non-U.S. stocks outperformed emerging markets stocks. Within domestic equity, small cap stocks outperformed large cap stocks and large cap stocks outperformed mid cap stocks. Within fixed income, Treasury inflation-protected securities (“TIPS”) underperformed other investment grade bonds and high yield bonds lagged all investment grade bonds significantly from the period of the Portfolios’ inception through December 31, 2008.

The Portfolios are comprised of the following five underlying funds:

ING Russell Large Cap Index Portfolio

ING Russell Mid Cap Index Portfolio

ING Russell Small Cap Index Portfolio

ING International Index Portfolio

ING Lehman Brothers U.S. Aggregate Bond Index Portfolio

Several small tactical moves were made during the year. An overweight position within international equities, along with an underweight position within small cap and mid cap domestic equities, was implemented at the beginning of the second quarter and unwound at the end of that quarter. An overweight to domestic large cap equities and a corresponding underweight to fixed income was implemented at the beginning of the second quarter and unwound at the end of the third quarter. The year closed with the Portfolios neutral with respect to their target strategic weightings within each asset class.

Current Strategy and Outlook: The year 2008 turned out to be a painful one for investors. Negative absolute returns in all equity classes were the result of a year underscored by a litany of issues: an escalating financial crisis, global recession fears, geopolitics, collapses of storied financial firms, unparalleled levels of market volatility, threat of deflation and a credit crunch that dried up liquidity in the bond markets. The housing market continues to remain weakened, industrial production has slowed and unemployment has risen. Intervention from the Federal Reserve Board and the U.S. Department of the Treasury appears to have slowed down the pace of negative news, but has not, as yet, halted it. Looking forward, we believe the recession will continue for the next two quarters, with growth resuming in the second half of 2009. Net exports should continue to contribute to growth, but not as much as in the past few years. Housing should be less of a drag on the economy in 2009. With two-thirds of its loans related to real estate, we believe the banking sector is unlikely to recover fully until house prices stop falling. We believe headline inflation will decline, and perhaps turn negative, but we don’t believe we are in the midst of a deflationary spiral. Finally, we believe a large fiscal stimulus program will be enacted by Congress early in 2009. Without further clarity in the vastly fluctuating markets, we intend to remain neutral until such time we have additional information.

⁽¹⁾ The members of the Investment Committee are: William A. Evans, Michael J. Roland, and Paul Zemsky.


PORTFOLIO MANAGERS’ REPORT		ING INDEX SOLUTION PORTFOLIOS


Cumulative Total Returns for the Period Ended December 31, 2008
	Since Inception March 10, 2008
ING Index Solution Income Portfolio, Class S	(7.40	)%
Dow Jones Target Today Index – Global Series⁽¹⁾⁽²⁾	(3.60	)%
ING Index Solution Income Composite Index⁽²⁾⁽³⁾	(8.16	)%
ING Index Solution 2015 Portfolio, Class S	(15.50	)%
Dow Jones Target 2015 Index – Global Series⁽¹⁾⁽²⁾	(14.92	)%
ING Index Solution 2015 Composite Index⁽²⁾⁽³⁾	(17.15	)%
ING Index Solution 2025 Portfolio, Class S	(22.00	)%
Dow Jones Target 2025 Index – Global Series⁽¹⁾⁽²⁾	(23.94	)%
ING Index Solution 2025 Composite Index⁽²⁾⁽³⁾	(24.06	)%
ING Index Solution 2035 Portfolio, Class S	(25.30	)%
Dow Jones Target 2035 Index – Global Series⁽¹⁾⁽²⁾	(30.47	)%
ING Index Solution 2035 Composite Index⁽²⁾⁽³⁾	(27.69	)%
ING Index Solution 2045 Portfolio, Class S	(28.70	)%
Dow Jones Target 2045 Index – Global Series⁽¹⁾⁽²⁾	(32.16	)%
ING Index Solution 2045 Composite Index⁽²⁾⁽³⁾	(31.45	)%

⁽¹⁾ The Dow Jones Target Today Index – Global Series, Dow Jones Target 2015 Index – Global Series, Dow Jones Target 2025 Index – Global Series, Dow Jones Target 2035 Index – Global Series and Dow Jones Target 2045 Index – Global Series are each comprised of a set of equity, bond and cash sub-indices.

⁽²⁾ Index returns are for the period beginning March 1, 2008.

⁽³⁾ The ING Index Solution Income Composite Index, ING Index Solution 2015 Composite Index, ING Index Solution 2025 Composite Index, ING Index Solution 2035 Composite Index and ING Index Solution 2045 Composite Index are each comprised of the asset class indices that correspond to the particular asset classes in which each Portfolio invests and their benchmark weightings.

Asset Allocation

as of December 31, 2008

(as a percentage of net assets)


Underlying Affiliated Funds		ING Index Solution Income Portfolio		ING Index Solution 2015 Portfolio		ING Index Solution 2025 Portfolio		ING Index Solution 2035 Portfolio		ING Index Solution 2045 Portfolio
ING Russell Large Cap Index Portfolio – Class I	%	24.3		35.9		45.6		43.3		37.1
ING Russell Mid Cap Index Portfolio – Class I	%	—		3.1		5.2		8.2		11.3
ING Russell Small Cap Index Portfolio – Class I	%	—		4.3		6.3		9.4		13.5
ING International Index Portfolio – Class I	%	6.3		12.4		18.4		24.5		33.3
ING Lehman Brothers U.S. Aggregate Bond Index Portfolio – Class I	%	69.4		44.3		24.5		14.6		4.8
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

* Amount is more than (0.05)%

Target Allocations

as of December 31, 2008

(as a percentage of net assets)


		ING Index Solution Income Portfolio	ING Index Solution 2015 Portfolio	ING Index Solution 2025 Portfolio	ING Index Solution 2035 Portfolio	ING Index Solution 2045 Portfolio
U.S. Large-Cap Stocks	%	24	36	46	44	38
U.S. Mid-Cap Stocks	%	—	3	5	8	11
U.S. Small-Cap Stocks	%	—	4	6	9	13
Non-U.S./International Stocks	%	6	12	18	24	33
Intermediate-Term Bonds	%	70	45	25	15	5

	%	100.0	100.0	100.0	100.0	100.0


ING INDEX SOLUTION INCOME PORTFOLIO		PORTFOLIO MANAGERS’ REPORT


��
	Cumulative Total Returns for the Period Ended December 31, 2008
		Since Inception of Classes ADV, I, S and T March 10, 2008
	Class ADV	(7.60	)%
	Class I	(7.10	)%
	Class S	(7.40	)%
	Class T	(7.70	)%
	Dow Jones Target Today Index — Global Series⁽¹⁾	(3.60	)%⁽³⁾
	Composite Index⁽²⁾	(8.16	)%⁽³⁾

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

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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 24% Russell Top 200 Index/6% MSCI EAFE^® Index/70% Barclays Capital U.S. Aggregate Bond Index.

⁽³⁾

Since inception performance for the indices is shown as of March 1, 2008.


PORTFOLIO MANAGERS’ REPORT		ING INDEX SOLUTION 2015 PORTFOLIO

LOGO



Cumulative Total Returns for the Period Ended December 31, 2008
	Since Inception of Classes ADV, I, S and T March 10, 2008
Class ADV	(15.70)%
Class I	(15.40	)%
Class S	(15.50	)%
Class T	(15.90	)%
Dow Jones Target 2015 Index — Global Series⁽¹⁾	(14.92	)%⁽³⁾
Composite Index⁽²⁾	(17.15	)%⁽³⁾

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

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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 36% Russell Top 200 Index/3% Russell Midcap Index/4% Russell 2000 Index/12% MSCI EAFE Index/45% Barclays Capital U.S. Aggregate Bond Index.

⁽³⁾

Since inception performance for the indices is shown from March 1, 2008.


ING INDEX SOLUTION 2025 PORTFOLIO		PORTFOLIO MANAGERS’ REPORT

LOGO



Cumulative Total Returns for the Period Ended December 31, 2008
	Since Inception of Classes ADV, I, S and T March 10, 2008
Class ADV	(22.10	)%
Class I	(21.80	)%
Class S	(22.00	)%
Class T	(22.20	)%
Dow Jones Target 2025 Index — Global Series⁽¹⁾	(23.94	)%⁽³⁾
Composite Index⁽²⁾	(24.06	)%⁽³⁾

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

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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 46% Russell Top 200 Index/5% Russell Midcap Index/6% Russell 2000 Index/18% MSCI EAFE Index/25% Barclays Capital U.S. Aggregate Bond Index.

⁽³⁾

Since inception performance for the indices is shown from March 1, 2008.


PORTFOLIO MANAGERS’ REPORT		ING INDEX SOLUTION 2035 PORTFOLIO

LOGO



Cumulative Total Returns for the Period Ended December 31, 2008
	Since Inception of Classes ADV, I, S and T March 10, 2008
Class ADV	(25.50	)%
Class I	(25.20	)%
Class S	(25.30	)%
Class T	(25.60	)%
Dow Jones Target 2035 Index — Global Series⁽¹⁾	(30.47	)%⁽³⁾
Composite Index⁽²⁾	(27.69	)%⁽³⁾

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

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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 44% Russell Top 200 Index/8% Russell Midcap Index/9% Russell 2000 Index/24% MSCI EAFE Index/15% Barclays Capital U.S. Aggregate Bond Index.

⁽³⁾

Since inception performance for the indices is shown from March 1, 2008.


ING INDEX SOLUTION 2045 PORTFOLIO		PORTFOLIO MANAGERS’ REPORT

LOGO



Cumulative Total Returns for the Period Ended December 31, 2008
	Since Inception of Classes ADV, I, S and T March 10, 2008
Class ADV	(28.90	)%
Class I	(28.60	)%
Class S	(28.70	)%
Class T	(29.00	)%
Dow Jones Target 2045 Index — Global Series⁽¹⁾	(32.16	)%⁽³⁾
Composite Index⁽²⁾	(31.45	)%⁽³⁾

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

It is important to note that the Portfolio has a limited operating history. Performance over a longer period of time may be more meaningful than short-term performance.

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 38% Russell Top 200 Index/11% Russell Midcap Index/13% Russell 2000 Index/33% MSCI EAFE Index/5% Barclays Capital U.S. Aggregate Bond Index.

⁽³⁾

Since inception performance for the indices is shown from March 1, 2008.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

Actual Expenses

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 mutual funds. In addition, if these transactional costs were included, your costs would have been higher.


	Actual Portfolio Return								Hypothetical (5% return before expenses)
	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2008**		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2008**
ING Index Solution Income Portfolio
Class ADV	$	1,000.00	$	929.60	0.62	%	$	3.01	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		932.70	0.12			0.58		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		929.70	0.37			1.79		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		928.60	0.82			3.98		1,000.00		1,021.01	0.82			4.17
ING Index Solution 2015 Portfolio
Class ADV	$	1,000.00	$	843.00	0.62	%	$	2.87	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		844.30	0.12			0.56		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		844.20	0.37			1.72		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		841.80	0.82			3.80		1,000.00		1,021.01	0.82			4.17

Expense ratios do not include expense of the Underlying Funds.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)


	Actual Portfolio Return								Hypothetical (5% return before expenses)
	Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2008**		Beginning Account Value July 1, 2008		Ending Account Value December 31, 2008		Annualized Expense Ratio*		Expenses Paid During the Period Ended December 31, 2008**
ING Index Solution 2025 Portfolio
Class ADV	$	1,000.00	$	776.70	0.62	%	$	2.77	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		778.10	0.12			0.54		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		776.90	0.37			1.65		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		776.40	0.82			3.66		1,000.00		1,021.01	0.82			4.17
ING Index Solution 2035 Portfolio
Class ADV	$	1,000.00	$	739.80	0.62	%	$	2.71	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		741.30	0.12			0.53		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		741.10	0.37			1.62		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		738.80	0.82			3.58		1,000.00		1,021.01	0.82			4.17
ING Index Solution 2045 Portfolio
Class ADV	$	1,000.00	$	702.60	0.62	%	$	2.65	$	1,000.00	$	1,022.02	0.62	%	$	3.15
Class I		1,000.00		704.10	0.12			0.51		1,000.00		1,024.53	0.12			0.61
Class S		1,000.00		703.80	0.37			1.58		1,000.00		1,023.28	0.37			1.88
Class T		1,000.00		701.60	0.82			3.51		1,000.00		1,021.01	0.82			4.17

Expense ratios do not include expense 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 Index Solution Income Portfolio, ING Index Solution 2015 Portfolio, ING Index Solution 2025 Portfolio, ING Index Solution 2035 Portfolio, and ING Index Solution 2045 Portfolio, each a series of ING Partners, Inc., as of December 31, 2008, and the related statements of operations, statements of changes in net assets, and the financial highlights for the period from March 10, 2008 (commencement of operations) through December 31, 2008. 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 audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2008, 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, 2008, and the results of their operations, the changes in their net assets, and the financial highlights for the period specified in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

LOGO

Boston, Massachusetts

February 27, 2009

STATEMENTS OF ASSETS AND LIABILITIESASOF DECEMBER 31, 2008


	ING Index Solution Income Portfolio			ING Index Solution 2015 Portfolio			ING Index Solution 2025 Portfolio
ASSETS:
Investments in affiliated underlying funds*	$	4,155,517		$	13,015,769		$	17,123,366
Fund shares sold receivable		135,076			366,354			2,584,606

Total assets		4,290,593			13,382,123			19,707,972

LIABILITIES:
Payable for investments in affiliated underlying funds purchased		134,815			366,354			2,583,901
Payable for fund shares redeemed		261			—			705
Payable to affiliates		1,725			5,248			6,144

Total liabilities		136,801			371,602			2,590,750

NET ASSETS	$	4,153,792		$	13,010,521		$	17,117,222

NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	4,169,190		$	13,750,893		$	18,387,397
Undistributed net investment income		42,603			140,253			162,477
Accumulated net realized loss on investments		(49,827	)		(276,234	)		(102,052	)
Net unrealized depreciation on investments		(8,174	)		(604,391	)		(1,330,600	)

NET ASSETS	$	4,153,792		$	13,010,521		$	17,117,222


* Cost of investments in affiliated underlying funds	$	4,163,691		$	13,620,160		$	18,453,966

Class ADV:
Net assets	$	2,542,580		$	8,876,569		$	12,557,096
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		275,068			1,053,048			1,612,595
Net asset value and redemption price per share	$	9.24		$	8.43		$	7.79
Class I:
Net assets	$	2,795		$	182,711		$	2,353
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		301			21,599			301
Net asset value and redemption price per share	$	9.29		$	8.46		$	7.82
Class S:
Net assets	$	1,605,640		$	3,948,711		$	4,555,435
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		173,332			467,545			583,874
Net asset value and redemption price per share	$	9.26		$	8.45		$	7.80
Class T:
Net assets	$	2,777		$	2,530		$	2,338
Shares authorized		100,000,000			100,000,000			100,000,000
Par value	$	0.001		$	0.001		$	0.001
Shares outstanding		301			301			301
Net asset value and redemption price per share	$	9.23		$	8.41		$	7.78

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIESASOF DECEMBER 31, 2008


	ING Index Solution 2035 Portfolio			ING Index Solution 2045 Portfolio
ASSETS:
Investments in affiliated underlying funds*	$	13,354,028		$	4,960,158
Fund shares sold receivable		1,372,275			474,602

Total assets		14,726,303			5,434,760

LIABILITIES:
Payable for investments in affiliated underlying funds purchased		1,372,275			474,602
Payable to affiliates		4,866			1,776

Total liabilities		1,377,141			476,378

NET ASSETS	$	13,349,162		$	4,958,382

NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	14,286,445		$	5,774,437
Undistributed net investment income		139,823			53,447
Accumulated net realized loss on investments		(107,683	)		(58,943	)
Net unrealized depreciation on investments		(969,423	)		(810,559	)

NET ASSETS	$	13,349,162		$	4,958,382


* Cost of investments in affiliated underlying funds	$	14,323,451		$	5,770,717

Class ADV:
Net assets	$	9,139,239		$	3,069,359
Shares authorized		100,000,000			100,000,000
Par value	$	0.001		$	0.001
Shares outstanding		1,226,693			431,806
Net asset value and redemption price per share	$	7.45		$	7.11
Class I:
Net assets	$	169,538		$	115,290
Shares authorized		100,000,000			100,000,000
Par value	$	0.001		$	0.001
Shares outstanding		22,673			16,150
Net asset value and redemption price per share	$	7.48		$	7.14
Class S:
Net assets	$	4,038,147		$	1,771,597
Shares authorized		100,000,000			100,000,000
Par value	$	0.001		$	0.001
Shares outstanding		540,882			248,464
Net asset value and redemption price per share	$	7.47		$	7.13
Class T:
Net assets	$	2,238		$	2,136
Shares authorized		100,000,000			100,000,000
Par value	$	0.001		$	0.001
Shares outstanding		301			301
Net asset value and redemption price per share	$	7.44		$	7.10

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONS


	ING Index Solution Income Portfolio			ING Index Solution 2015 Portfolio			ING Index Solution 2025 Portfolio
	March 10, 2008⁽¹⁾ to December 31, 2008			March 10, 2008⁽¹⁾ to December 31, 2008			March 10, 2008⁽¹⁾ to December 31, 2008
INVESTMENT INCOME:
Dividends from affiliated underlying funds	$	43,172		$	147,391		$	175,420

Total investment income		43,172			147,391			175,420

EXPENSES:
Investment management fees		949			3,134			3,417
Distribution and service fees:
Class ADV		3,422			9,933			12,309
Class S		652			2,695			2,377
Class T		19			18			18
Administrative service fees		190			627			684

Total expenses		5,232			16,407			18,805
Net waived and reimbursed fees		(1	)		(1	)		(1	)

Net expenses		5,231			16,406			18,804

Net investment income		37,941			130,985			156,616

REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED UNDERLYING FUNDS:
Realized gain distributions from affiliated underlying funds		4,651			9,246			5,837
Net realized loss on sale of affiliated underlying funds		(49,827	)		(276,234	)		(102,052	)

Net realized loss on affiliated underlying funds		(45,176	)		(266,988	)		(96,215	)
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(8,174	)		(604,391	)		(1,330,600	)

Net realized and unrealized loss on affiliated underlying funds		(53,350	)		(871,379	)		(1,426,815	)

Decrease in net assets resulting from operations	$	(15,409	)	$	(740,394	)	$	(1,270,199	)


⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONS


	ING Index Solution 2035 Portfolio			ING Index Solution 2045 Portfolio
	March 10, 2008⁽¹⁾ to December 31, 2008			March 10, 2008⁽¹⁾ to December 31, 2008
INVESTMENT INCOME:
Dividends from affiliated underlying funds	$	150,137		$	59,833

Total investment income		150,137			59,833

EXPENSES:
Investment management fees		2,491			1,321
Distribution and service fees:
Class ADV		8,224			3,955
Class S		1,968			1,205
Class T		17			17
Administrative service fees		498			264

Total expenses		13,198			6,762
Net waived and reimbursed fees		(1	)		(1	)

Net expenses		13,197			6,761

Net investment income		136,940			53,072

REALIZED AND UNREALIZED GAIN (LOSS) ON AFFILIATED UNDERLYING FUNDS:
Realized gain distributions from affiliated underlying funds		2,871			356
Net realized loss on sale of affiliated underlying funds		(107,683	)		(58,943	)

Net realized loss on affiliated underlying funds		(104,812	)		(58,587	)
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(969,423	)		(810,559	)

Net realized and unrealized loss on affiliated underlying funds		(1,074,235	)		(869,146	)

Decrease in net assets resulting from operations	$	(937,295	)	$	(816,074	)


⁽¹⁾ Commencement of operations

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Index Solution Income Portfolio			ING Index Solution 2015 Portfolio
	March 10, 2008⁽¹⁾ to December 31, 2008			March 10, 2008⁽¹⁾ to December 31, 2008
FROM OPERATIONS:
Net investment income	$	37,941		$	130,985
Net realized loss on affiliated underlying funds		(45,176	)		(266,988	)
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(8,174	)		(604,391	)

Decrease in net assets resulting from operations		(15,409	)		(740,394	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		4,738,152			15,310,678
Cost of shares redeemed		(568,951	)		(1,559,763	)

Net increase in net assets resulting from capital share transactions		4,169,201			13,750,915

Net increase in net assets		4,153,792			13,010,521

NET ASSETS:
Beginning of period		—			—

End of period	$	4,153,792		$	13,010,521

Undistributed net investment income at end of period	$	42,603		$	140,253

⁽¹⁾

Commencement of operations

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Index Solution 2025 Portfolio			ING Index Solution 2035 Portfolio
	March 10, 2008⁽¹⁾ to December 31, 2008			March 10, 2008⁽¹⁾ to December 31, 2008
FROM OPERATIONS:
Net investment income	$	156,616		$	136,940
Net realized loss on affiliated underlying funds		(96,215	)		(104,812	)
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(1,330,600	)		(969,423	)

Decrease in net assets resulting from operations		(1,270,199	)		(937,295	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		18,842,076			14,986,309
Cost of shares redeemed		(454,655	)		(699,852	)

Net increase in net assets resulting from capital share transactions		18,387,421			14,286,457

Net increase in net assets		17,117,222			13,349,162

NET ASSETS:
Beginning of period		—			—

End of period	$	17,117,222		$	13,349,162

Undistributed net investment income at end of period	$	162,477		$	139,823

⁽¹⁾

Commencement of operations

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS


	ING Index Solution 2045 Portfolio
	March 10, 2008⁽¹⁾ to December 31, 2008
FROM OPERATIONS:
Net investment income	$	53,072
Net realized loss on affiliated underlying funds		(58,587	)
Net change in unrealized appreciation or depreciation on affiliated underlying funds		(810,559	)

Decrease in net assets resulting from operations		(816,074	)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		5,875,012
Cost of shares redeemed		(100,556	)

Net increase in net assets resulting from capital share transactions		5,774,456

Net increase in net assets		4,958,382

NET ASSETS:
Beginning of period		—

End of period	$	4,958,382

Undistributed net investment income at end of period	$	53,447

⁽¹⁾

Commencement of operations

See Accompanying Notes to Financial Statements

FINANCIAL HIGHLIGHTS

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


		Income (loss) from investment operations						Less distributions							Ratios to average net assets				Supplemental data

	Net asset value, beginning of year or period	Net investment income (loss)		Net realized and unrealized gain (loss)		Total from investment operations		From net investment income	From net realized gains	From return of capital	Total distributions	Net asset value, end of year or period	Total Return (1)		Expenses before reductions/additions(2)(3)(4)	Expenses net of fee waivers and/or recoupments, if any (2)(3)(4)	Expenses net of all reductions/additions(2)(3)(4)	Investment income (loss) net of all reductions/additions(2)(3)(4)	Net assets, end of year or period	Portfolio turnover rate

Year or period ended	($)	($)		($)		($)		($)	($)	($)	($)	($)	(%)		(%)	(%)	(%)	(%)	($000's)	(%)
ING Index Solution Income Portfolio
Class ADV
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.26	^·	(1.02	)	(0.76	)	—	—	—	—	9.24	(7.60	)	0.62	0.62	0.62	3.48	2,543	50

Class I
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.17		(0.88	)	(0.71	)	—	—	—	—	9.29	(7.10	)	0.12	0.12	0.12	2.16	3	50

Class S
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.39	^·	(1.13	)	(0.74	)	—	—	—	—	9.26	(7.40	)	0.37	0.37	0.37	5.38	1,606	50

Class T
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.11		(0.88	)	(0.77	)	—	—	—	—	9.23	(7.70	)	0.87	0.82	0.82	1.47	3	50

ING Index Solution 2015 Portfolio
Class ADV
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.30	^·	(1.87	)	(1.57	)	—	—	—	—	8.43	(15.70	)	0.62	0.62	0.62	4.34	8,877	39

Class I
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.26	^·	(1.80	)	(1.54	)	—	—	—	—	8.46	(15.40	)	0.12	0.12	0.12	3.72	183	39

Class S
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.27	^·	(1.82	)	(1.55	)	—	—	—	—	8.45	(15.50	)	0.37	0.37	0.37	3.92	3,949	39

Class T
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.09		(1.68	)	(1.59	)	—	—	—	—	8.41	(15.90	)	0.87	0.82	0.82	1.12	3	39

ING Index Solution 2025 Portfolio
Class ADV
03-10-08⁽⁵⁾- 12-31-08	10.00	0.28	^·	(2.49	)	(2.21	)	—	—	—	—	7.79	(22.10	)	0.62	0.62	0.62	4.29	12,557	17
Class I
03-10-08⁽⁵⁾ - 12-31-08	10.00	0.11		(2.29	)	(2.18	)	—	—	—	—	7.82	(21.80	)	0.12	0.12	0.12	1.50	2	17
Class S
03-10-08⁽⁵⁾ - 12-31-08	10.00	0.35	^·	(2.55	)	(2.20	)	—	—	—	—	7.80	(22.00	)	0.37	0.37	0.37	5.36	4,555	17
Class T
03-10-08⁽⁵⁾ - 12-31-08	10.00	0.06		(2.28	)	(2.22	)	—	—	—	—	7.78	(22.20	)	0.87	0.82	0.82	0.80	2	17

See Accompanying Notes to Financial Statements

FINANCIAL HIGHLIGHTS (CONTINUED)

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


		Income (loss) from investment operations						Less distributions							Ratios to average net assets				Supplemental data

	Asset value, beginning of year or period	Net investment income (loss)		Net realized and unrealized gain (loss)		Total from investment operations		From net investment income	From net realized gains	From return of capital	Total distributions	Net asset value, end of year or period	Total Return (1)		Expenses before reductions/additions(2)(3)(4)	Expenses net of fee waivers and/or recoupments, if any(2)(3)(4)	Expenses net of all reductions/additions(2)(3)(4)	Investment income (loss) net of all reductions/additions(2)(3)(4)	Net assets, end of year or period	Portfolio turnover rate

Year or period ended	($)	($)		($)		($)		($)	($)	($)	($)	($)	(%)		(%)	(%)	(%)	(%)	($000's)	(%)
ING Index Solution 2035 Portfolio
Class ADV
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.33	^·	(2.88	)	(2.55	)	—	—	—	—	7.45	(25.50	)	0.62	0.62	0.62	5.29	9,139	19
Class I
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.24	^·	(2.76	)	(2.52	)	—	—	—	—	7.48	(25.20	)	0.12	0.12	0.12	3.87	170	19
Class S
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.37	^·	(2.90	)	(2.53	)	—	—	—	—	7.47	(25.30	)	0.37	0.37	0.37	6.06	4,038	19
Class T
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.05		(2.61	)	(2.56	)	—	—	—	—	7.44	(25.60	)	0.87	0.82	0.82	0.64	2	19

ING Index Solution 2045 Portfolio
Class ADV
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.24	^·	(3.13	)	(2.89	)	—	—	—	—	7.11	(28.90	)	0.62	0.62	0.62	3.81	3,069	12
Class I
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.20	^·	(3.06	)	(2.86	)	—	—	—	—	7.14	(28.60	)	0.12	0.12	0.12	3.32	115	12
Class S
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.28	^·	(3.15	)	(2.87	)	—	—	—	—	7.13	(28.70	)	0.37	0.37	0.37	4.44	1,772	12
Class T
03-10-2008⁽⁵⁾ - 12-31-08	10.00	0.03		(2.93	)	(2.90	)	—	—	—	—	7.10	(29.00	)	0.87	0.82	0.82	0.47	2	12

⁽¹⁾

⁽²⁾

Annualized for periods less than one year.

⁽³⁾

Expense ratios reflect operating expenses of a Portfolio. Expenses before reductions do not reflect amounts reimbursed by the Investment Adviser and/or Distributor or reductions from brokerage Commission Recapture arrangements or other expense offset arrangements and do not represent the amount paid by a Portfolio during periods when reimbursements or reductions occur. Expenses net of fee waivers reflect expenses after reimbursement by the Investment Adviser and/or Distributor but prior to reductions from brokerage Commission Recapture arrangements or other expense offset arrangements. Expenses net of all reductions represent the net expenses paid by a Portfolio. Net investment income (loss) is net of all such additions or reductions.

⁽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.

⁽⁵⁾

Commencement of operations.

^·

Calculated using average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008

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. The Fund currently consists of thirty-six Portfolios. The five Portfolios included in this report are: ING Index Solution Income Portfolio (“Index Solution Income”), ING Index Solution 2015 Portfolio (“Index Solution 2015”), ING Index Solution 2025 Portfolio (“Index Solution 2025”), ING Index Solution 2035 Portfolio (“Index Solution 2035”) and ING Index Solution 2045 Portfolio (“Index Solution 2045”) (each, a “Portfolio” and collectively, the “Portfolios”). With the exception of Index 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: Index Solution Income — seeks to provide a combination of total return and stability of principal consistent with an asset allocation targeted to retirement; for each of Index 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 Index Solution 2015, 2025, 2035 and 2045 Portfolios reach their respective Target Date, they may be combined with the Index 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”).

The Portfolios offer the following four classes: Adviser Class (“Class ADV”), Initial Class (“Class I”), Service Class (“Class S”) and Class T. The classes differ principally in applicable distribution and shareholder service fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Portfolios and earn

income and realized gains/losses from the Portfolio pro rata based on the average daily net assets of each class, without discrimination between share classes. 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 service fees, if applicable.

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.

Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards No. 157, “Fair Value Measurements”, establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Portfolios is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as “Level 1”, inputs other than quoted prices for an asset that are observable are classified as “Level 2” and unobservable inputs, including the investment-adviser’s judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as “Level 3”. The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. A table

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

summarizing the Portfolios’ investments under these levels of classification is included following each portfolios Portfolio of Investments.

Effective for fiscal years and interim periods ending after November 15, 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 133-1 and FASB Interpretation Number (“FIN”) 45-4, “Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161.” The amendments to FAS 133 require enhanced disclosure regarding credit derivatives sold, including (1) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment/performance risk of the credit derivative, (2) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (3) the fair value of the credit derivative, and (4) the nature of any recourse provisions and assets held either as collateral or by third parties. The amendments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. All changes to accounting policies will be made in accordance with the FSP and will be incorporated for the relevant period as part of the Notes to Financial Statements and Portfolio of Investments, if applicable.

Security Transactions and Revenue Recognition. Security transactions are accounted for on trade date. Dividend income received from the affiliated funds is recognized on the ex-dividend date and is recorded as income distributions in the Statement of Operations. Capital gain distributions received from the affiliated funds are recognized on ex-dividend date and are recorded on the Statement of Operations as such. Costs used in determining realized gains and losses on the sales of investment securities are on the basis of specific identification.

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.

G.	Indemnifications. In the normal course of business, the Fund may enter into contracts that provide

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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 each have 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% based on the average daily net assets of each Portfolio. Both the Investment Adviser and the Consultant are indirect, wholly-owned subsidiaries of ING Groep N.Y. (“ING Groep”).

On October 19, 2008, ING Groep announced that it reached an agreement with the Dutch government to strengthen its capital position, creating a strong buffer to navigate the current market and economic environment. ING Groep will issue non-voting core Tier-1 securities for a total consideration of EUR 10 billion to the Dutch State. The transaction boosts ING Bank’s core Tier-1 ratio, strengthens the insurance balance sheet and reduces ING Groep’s Debt/Equity ratio.

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 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 period ended December 31, 2008, the cost of purchases and the proceeds from sales of the Underlying Funds were as follows:


	Non U.S. Government
	Purchases		Sales
Index Solution Income	$	4,849,054	$	640,187
Index Solution 2015		15,603,924		1,716,777
Index Solution 2025		19,374,856		824,675
Index Solution 2035		15,112,930		684,667
Index Solution 2045		6,053,116		223,812

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 a portion of its fee equal to 0.05% of each Portfolio’s average daily net assets attributable to the distribution fee paid by 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, 2010.

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

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 Class ADV, S and T shares.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At December 31, 2008, the Portfolios had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Note 5):


Fund	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Shareholder Service and Distribution Fees		Total
Index Solution Income	$	333	$	67	$	1,325	$	1,725
Index Solution 2015		985		197		4,066		5,248
Index Solution 2025		1,130		226		4,788		6,144
Index Solution 2035		926		185		3,755		4,866
Index Solution 2045		350		70		1,356		1,776

At December 31, 2008, the following indirect, wholly-owned subsidiaries of ING Groep owned more than 5% of the following Series:

ING Life Insurance and Annuity Company — Index Solution Income (94.11%); Index Solution 2015 (98.10%); Index Solution 2025 (98.80%); Index Solution 2035 (97.28%); Index Solution 2045 (94.08%).

Therefore, because the Portfolios have a common owner that owns over 25% of the outstanding securities of the Portfolios, they may be deemed to be affiliates of each other. Investment activities of these shareholders could have a material impact on the Portfolios.

NOTE 7 — EXPENSE LIMITATIONS

The Investment Adviser has agreed to limit expenses, excluding interest, taxes, brokerage commissions and extraordinary expenses to the levels listed below:


Portfolio⁽¹⁾	Class ADV		Class I		Class S		Class T
Index Solution Income	0.62	%	0.12	%	0.37	%	0.82	%
Index Solution 2015	0.62	%	0.12	%	0.37	%	0.82	%
Index Solution 2025	0.62	%	0.12	%	0.37	%	0.82	%
Index Solution 2035	0.62	%	0.12	%	0.37	%	0.82	%
Index 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.

As of December 31, 2008, the Portfolios did not have any waived or reimbursed fees subject to recoupment.

NOTE 5 — DISTRIBUTION AND SERVICE FEES (continued)

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 8 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:


	Shares sold	Shares redeemed		Net increase (decrease) in shares outstanding	Shares sold	Shares redeemed		Net increase (decrease) in shares outstanding
Year or period ended	#	#		#	($)	($)		($)
Index Solution Income
Class ADV
03-10-08⁽¹⁾ - 12-31-08	317,801	(42,733	)	275,068	2,996,269	(394,339	)	2,601,930
Class I
03-10-08⁽¹⁾ - 12-31-08	301	—		301	3,019	—		3,019
Class S
03-10-08⁽¹⁾ - 12-31-08	192,409	(19,077	)	173,332	1,735,854	(174,612	)	1,561,242
Class T
03-10-08⁽¹⁾ - 12-31-08	301	—		301	3,010	—		3,010
Index Solution 2015
Class ADV
03-10-08⁽¹⁾ - 12-31-08	1,220,679	(167,631	)	1,053,048	10,765,736	(1,394,872	)	9,370,864
Class I
03-10-08⁽¹⁾ - 12-31-08	27,994	(6,395	)	21,599	274,028	(52,095	)	221,933
Class S
03-10-08⁽¹⁾ - 12-31-08	479,828	(12,283	)	467,545	4,267,904	(112,796	)	4,155,108
Class T
03-10-08⁽¹⁾ - 12-31-08	301	—		301	3,010	—		3,010
Index Solution 2025
Class ADV
03-10-08⁽¹⁾ - 12-31-08	1,641,480	(28,885	)	1,612,595	13,818,340	(245,278	)	13,573,062
Class I
03-10-08⁽¹⁾ - 12-31-08	301	—		301	3,010	—		3,010
Class S
03-10-08⁽¹⁾ - 12-31-08	609,599	(25,725	)	583,874	5,017,716	(209,377	)	4,808,339
Class T
03-10-08⁽¹⁾ - 12-31-08	301	—		301	3,010	—		3,010
Index Solution 2035
Class ADV
03-10-08⁽¹⁾ - 12-31-08	1,269,760	(43,067	)	1,226,693	10,149,394	(353,813	)	9,795,581
Class I
03-10-08⁽¹⁾ - 12-31-08	24,099	(1,426	)	22,673	231,351	(12,576	)	218,775
Class S
03-10-08⁽¹⁾ - 12-31-08	579,998	(39,116	)	540,882	4,602,554	(333,463	)	4,269,091
Class T
03-10-08⁽¹⁾ - 12-31-08	301	—		301	3,010	—		3,010
Index Solution 2045
Class ADV
03-10-08⁽¹⁾ - 12-31-08	441,434	(9,628	)	431,806	3,665,156	(72,455	)	3,592,701
Class I
03-10-08⁽¹⁾ - 12-31-08	18,916	(2,766	)	16,150	184,918	(19,173	)	165,745
Class S
03-10-08⁽¹⁾ - 12-31-08	249,731	(1,267	)	248,464	2,021,928	(8,928	)	2,013,000
Class T
03-10-08⁽¹⁾ - 12-31-08	301	—		301	3,010	—		3,010

⁽¹⁾

Commencement of operations

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 9 — FEDERAL INCOME TAXES

The following permanent tax differences have been reclassified as of December 31, 2008:


	Paid-in Capital			Undistributed Net Investment Income		Accumulated Net Realized Gains/ (Losses)
Index Solution Income	$	(11	)	$	4,662	$	(4,651	)
Index Solution 2015		(22	)		9,268		(9,246	)
Index Solution 2025		(24	)		5,861		(5,837	)
Index Solution 2035		(12	)		2,883		(2,871	)
Index Solution 2045		(19	)		375		(356	)

No dividends or distributions were made during the period ended December 31, 2008.

The tax-basis components of distributable earnings as of December 31, 2008 were:


	Undistributed Ordinary Income		Unrealized Appreciation/ (Depreciation)
Index Solution Income	$	46,922	$	(62,320	)
Index Solution 2015		143,728		(884,100	)
Index Solution 2025		163,846		(1,434,021	)
Index Solution 2035		140,603		(1,077,886	)
Index Solution 2045		53,759		(869,814	)

The Portfolios’ major tax jurisdictions are federal and Arizona. The earliest tax year that remains subject to examination by these jurisdictions is 2008.

NOTE 10 — OTHER ACCOUNTING PRONOUNCEMENTS

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 (“SFAS No. 161”), “Disclosure about Derivative Instruments and Hedging Activities.” This new accounting

statement requires enhanced disclosures about an entity’s derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under SFAS No. 133, and (c) how derivatives affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments. SFAS No. 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. As of December 31, 2008, management of the Portfolios is currently assessing the impact of the expanded financial statement disclosures that will result from adopting SFAS No. 161.

NOTE 11 — CONCENTRATION OF INVESTMENT RISK

The Portfolios are also affected by other kinds of risks, depending on the types of securities held or strategies used by an Underlying Fund.

Investment by Funds-of-Funds. Each of the Underlying Funds’ shares may be purchased by other investment companies. In some cases, an Underlying Fund may experience large inflows or redemptions due to allocations or rebalancing. While it is impossible to predict the overall impact of these transactions over time, there could be adverse effects on portfolio management. The Investment Adviser will monitor transactions by each Underlying Fund and will attempt to minimize any adverse effects on the Underlying Funds and the Portfolios as a result of these transactions. So long as an Underlying Fund accepts investments by other investment companies, it will not purchase securities of other investment companies, except to the extent permitted by the 1940 Act or under the terms of an exemptive order granted by the SEC.

Asset Allocation. Although asset allocation seeks to optimize returns given various levels of risk tolerance, you still may lose money and experience volatility. Market and asset class performance may differ in the future from the historical performance and the assumptions used to form the asset allocations for the Portfolios. Furthermore, the Investment Adviser’s allocation of a Portfolio’s assets may not anticipate market trends successfully. Assets will be allocated among Underlying Funds and markets based on judgments made by the Investment Adviser. There is a risk that the Portfolios may allocate assets to an asset class or market that underperforms other Underlying Funds. For example, a Portfolio may be underweighted

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 11 — CONCENTRATION OF INVESTMENT RISK (continued)

in assets or a market that is experiencing significant returns or overweighted in assets or a market with significant declines.

Foreign Securities: Investments in foreign securities may entail risks not present in domestic investments. Since securities in which an 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

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. ING’s internal review related to mutual fund trading has been 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.

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 the indemnification commitments made by ING Funds related to mutual fund trading have been settled and restitution amounts prepared by an independent consultant have been paid to the affected ING Funds.

NOTES TO FINANCIAL STATEMENTSASOF DECEMBER 31, 2008 (CONTINUED)

NOTE 12 — INFORMATION REGARDING TRADING OF ING’S U.S. MUTUAL FUNDS (continued)

•

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

Other Regulatory Matters

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.

ING INDEX SOLUTION INCOME PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares				Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
40,878	ING International Index Portfolio - Class I			$	262,030
285,084	ING Lehman Brothers U.S. Aggregate Bond Index Portfolio - Class I				2,885,051
139,866	ING Russell Large Cap Index Portfolio - Class I				1,008,436

	Total Investments in Affiliated Investment Companies (Cost $4,163,691)*	100.0	%	$	4,155,517
	Other Assets and Liabilities - Net	(0.0	)		(1,725	)

	Net Assets	100.0	%	$	4,153,792

*	Cost for federal income tax purposes is $4,217,837.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	29,079
Gross Unrealized Depreciation		(91,399	)

Net Unrealized Depreciation	$	(62,320	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	4,155,517		—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	4,155,517	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING INDEX SOLUTION 2015 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares				Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
251,899	ING International Index Portfolio - Class I			$	1,614,676
569,659	ING Lehman Brothers U.S. Aggregate Bond Index Portfolio - Class I				5,764,952
648,011	ING Russell Large Cap Index Portfolio - Class I				4,672,156
61,629	ING Russell Mid Cap Index Portfolio - Class I				408,602
71,662	ING Russell Small Cap Index Portfolio - Class I				555,383

	Total Investments in Affiliated Investment Companies (Cost $13,620,160)*	100.0	%	$	13,015,769
	Other Assets and Liabilities - Net	(0.0	)		(5,248	)

	Net Assets	100.0	%	$	13,010,521

*	Cost for federal income tax purposes is $13,899,869.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	140,921
Gross Unrealized Depreciation		(1,025,021	)

Net Unrealized Depreciation	$	(884,100	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	13,015,769		—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	13,015,769	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING INDEX SOLUTION 2025 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares				Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
492,544	ING International Index Portfolio - Class I			$	3,157,205
413,581	ING Lehman Brothers U.S. Aggregate Bond Index Portfolio - Class I				4,185,435
1,083,700	ING Russell Large Cap Index Portfolio - Class I				7,813,475
133,586	ING Russell Mid Cap Index Portfolio - Class I				885,676
139,558	ING Russell Small Cap Index Portfolio - Class I				1,081,575

	Total Investments in Affiliated Investment Companies (Cost $18,453,966)*	100.0	%	$	17,123,366
	Other Assets and Liabilities - Net	(0.0	)		(6,144	)

	Net Assets	100.0	%	$	17,117,222

*	Cost for federal income tax purposes is $18,557,387.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	95,181
Gross Unrealized Depreciation		(1,529,202	)

Net Unrealized Depreciation	$	(1,434,021	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	17,123,366		—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	17,123,366	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING INDEX SOLUTION 2035 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares				Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
509,111	ING International Index Portfolio - Class I			$	3,263,401
191,998	ING Lehman Brothers U.S. Aggregate Bond Index Portfolio - Class I				1,943,016
802,561	ING Russell Large Cap Index Portfolio - Class I				5,786,464
165,936	ING Russell Mid Cap Index Portfolio - Class I				1,100,155
162,709	ING Russell Small Cap Index Portfolio - Class I				1,260,992

	Total Investments in Affiliated Investment Companies (Cost $14,323,451)*	100.0	%	$	13,354,028
	Other Assets and Liabilities - Net	(0.0	)		(4,866	)

	Net Assets	100.0	%	$	13,349,162

*	Cost for federal income tax purposes is $14,431,914.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	50,752
Gross Unrealized Depreciation		(1,128,638	)

Net Unrealized Depreciation	$	(1,077,886	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	13,354,028		—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	13,354,028	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

ING INDEX SOLUTION 2045 PORTFOLIO

PORTFOLIO OF INVESTMENTS

ASOF DECEMBER 31, 2008


Shares				Value
AFFILIATED INVESTMENT COMPANIES: 100.0%
257,850	ING International Index Portfolio - Class I			$	1,652,816
23,611	ING Lehman Brothers U.S. Aggregate Bond Index Portfolio - Class I				238,941
255,235	ING Russell Large Cap Index Portfolio - Class I				1,840,241
84,087	ING Russell Mid Cap Index Portfolio - Class I				557,494
86,538	ING Russell Small Cap Index Portfolio - Class I				670,666

	Total Investments in Affiliated Investment Companies (Cost $5,770,717) *	100.0	%	$	4,960,158
	Other Assets and Liabilities - Net	(0.0	)		(1,776	)

	Net Assets	100.0	%	$	4,958,382

*	Cost for federal income tax purposes is $5,829,972.


Net unrealized depreciation consists of:
Gross Unrealized Appreciation	$	5,613
Gross Unrealized Depreciation		(875,427	)

Net Unrealized Depreciation	$	(869,814	)

The following table summarizes the inputs used as of December 31, 2008 in determining the Portfolio’s investments at fair value for purposes of SFAS 157:


	Investments in Securities		Other Financial Instruments*
Level 1 — Quoted Prices	$	4,960,158		—
Level 2 — Other Significant Observable Inputs		—		—
Level 3 — Significant Unobservable Inputs		—		—

Total	$	4,960,158	$	—

*	Other financial instruments may include forward foreign currency contracts, futures, swaps, and written options. Forward foreign currency contracts and futures are reported at their unrealized gain/loss at year end. Swaps and written options are reported at their market value at year end.

See Accompanying Notes to Financial Statements

DIRECTOR AND OFFICER INFORMATION (UNAUDITED)


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 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee⁽²⁾	Other Directorships/ Trusteeships held by Director
Independent Directors:

Colleen D. Baldwin 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 48	Director	November 2007 -Present	President, National Charity League/Canaan Parish Board (June 2008 - Present) and Consultant (January 2005 - Present). Formerly, Chief Operating Officer, Ivy Asset Management Group (April 2002 - October 2004)	161	None

John V. Boyer⁽⁴⁾ 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 55	Director	November 1997 - Present	President, Bechtler Arts Foundation (March 2008 - Present). Formerly, Consultant (July 2007 - February 2008); President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 - July 2007); and Executive Director, The Mark Twain House & Museum (September 1989 - November 2005).	161	None

Patricia W. Chadwick 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 60	Director	January 2006 - Present	Consultant and President of self-owned company, Ravengate Partners LLC (January 2000 - Present).	161	Wisconsin Energy Corporation (June 2006 - Present).

Peter S. Drotch 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 66	Director	November 2007 - Present	Retired partner, PricewaterhouseCoopers, LLP.	161	First Marblehead Corporation (September 2003 - Present).

J. Michael Earley 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 63	Director	January 2005 - Present	Retired. Formerly, President and Chief Executive Officer, Bankers Trust Company, N.A., Des Moines (June 1992 - December 2008).	161	Bankers Trust Company, N.A. (June 1992 - Present) and 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).	161	Assured Guaranty Ltd. (April 2004 - Present) and Odyssey Re Holdings Corporation (November 2006 - Present).

Sheryl K. Pressler 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 58	Director	January 2006 - Present	Consultant (May 2001 - Present).	161	Global Alternative Asset Management, Inc. (October 2007 - Present) and Stillwater Mining Company (May 2002 - Present).

Roger B. Vincent 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 63	Director	January 2005 - Present	President, Springwell Corporation (March 1989 - Present).	161	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 the Fund	Term of Office and Length of Time Served⁽¹⁾	Principal Occupation(s) during the Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee⁽²⁾	Other Directorships/ Trusteeships held by Director
Directors who are “Interested Persons”:

Robert W. Crispin⁽⁵⁾ 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 62	Director	November 2007 - Present	Retired. Chairman and Chief Investment Officer, ING Investment Management Co. (June 2001 - December 2007).	161	ING Canada Inc. (December 2004 - Present) and ING Bank, fsb (June 2001 - Present).

Shaun P. Mathews⁽³⁾⁽⁵⁾ 7337 E. Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	Director	November 2007 - Present	President and Chief Executive Officer, ING Investments, LLC⁽⁵⁾(November 2006 - Present). Formerly, President, ING Mutual Funds and Investment Products (November 2004 - November 2006); Chief Marketing Officer, ING USFS (April 2002 - October 2004); and Head of Rollover/Payout (October 2001 - December 2003).	200	ING Services Holding Company, Inc. (May 2000 - Present); Southland Life Insurance Company (June 2002 - Present); and ING Capital Corporation, LLC, ING Funds Distributor, LLC⁽⁶⁾, ING Funds Services, LLC⁽⁷⁾, ING Investments, LLC⁽⁵⁾ and ING Pilgrim Funding, Inc. (December 2006 - Present).

⁽¹⁾

⁽²⁾

For the purposes of this table (except for Mr. Mathews), “Fund Complex” means the following investment companies: ING Asia Pacific High Dividend Equity Income Fund, ING Equity Trust; ING Funds Trust; ING Global Equity Dividend and Premium Opportunity Fund; ING Global Advantage and Premium Opportunity Fund; ING International High Dividend Equity Income Fund; ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Prime Rate Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING Separate Portfolios Trust; ING Variable Insurance Trust; ING Variable Products Trust; and ING Partners, Inc.

⁽³⁾

⁽⁴⁾

⁽⁵⁾

⁽⁶⁾

⁽⁷⁾

⁽⁸⁾

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 5 Years
Officers:

Shaun P. Mathews⁽⁵⁾ 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 53	President and Chief Executive Officer	November 2006 - Present	President and Chief Executive Officer, ING Investments, LLC (November 2006 - Present). Formerly, President, ING Mutual Funds and Investment Products (November 2004 - November 2006); Chief Marketing Officer, 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: 50	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, Executive Vice President, 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: 58	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).

Joseph M. O’Donnell 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 54	Executive Vice President and Chief Compliance Officer	March 2006 - Present January 2005 - Present	Chief Compliance Officer of the ING Funds (November 2004 - Present) and Executive Vice President of the ING Funds (March 2006 - Present). Formerly, Chief Compliance Officer of ING Investments, LLC⁽²⁾ (March 2006 - July 2008); Investment Advisor Chief Compliance Officer, Directed Services LLC⁽⁶⁾ (March 2006 - July 2008) ING Life Insurance and Annuity Company (March 2006 - December 2006); and 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: 41	Senior Vice President, Chief/Principal Financial Officer and Assistant Secretary	March 2005 - Present	Senior Vice President, ING Funds Services, LLC⁽³⁾ (March 2005 - Present). Formerly, Vice President, ING Funds Services, LLC⁽³⁾ (September 2002 - March 2005).

Kimberly A. Anderson 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 44	Senior Vice President	January 2005 - Present	Senior Vice President, ING Investments, LLC⁽²⁾ (October 2003 - Present).

Robert Terris 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 38	Senior Vice President	May 2006 - Present	Senior Vice President, Head of Division Operations, ING Funds Services, LLC⁽³⁾ (May 2006 - Present). Formerly, Vice President of Administration, ING Funds Services, LLC⁽³⁾ (October 2001 - March 2006).

Ernest J. C’DeBaca 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 39	Senior Vice President	May 2006 - Present	Chief Compliance Officer, ING Investments, LLC⁽²⁾ (July 2008 - Present); Investment Advisor Chief Compliance Officer, Directed Services LLC⁽⁶⁾ (July 2008 - Present); Head of Retail Compliance, ING Funds Distributor, LLC⁽⁴⁾and ING Funds Services, LLC⁽³⁾, (July 2008 - Present); and Senior Vice President, ING Investments, LLC⁽²⁾ (December 2006 - Present), ING Funds Services, LLC⁽³⁾ (April 2006 - Present), ING Funds Distributor, LLC⁽⁴⁾ (July 2008 - Present), and Directed Services LLC⁽⁶⁾ (July 2008 - 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).

Robyn L. Ichilov 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 41	Vice President and Treasurer	January 2005 - Present	Vice President and Treasurer, ING Funds Services, LLC⁽³⁾ (November 1995 - 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⁾ (August 1995 - Present); Vice President, ING Investments, LLC⁽²⁾ and ING Funds Services, LLC⁽³⁾ (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).

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 5 Years

William Evans 10 State House Square Hartford, Connecticut 06103 Age: 36	Vice President	September 2007 - Present	Vice President, Head of Mutual Fund Advisory Group (April 2007 - Present). Formerly, Vice President, U.S. Mutual Funds and Investment Products (May 2005 - April 2007) and 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: 50	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).

Denise Lewis 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 45	Vice President	January 2007 - Present	Vice President, ING Funds Services, LLC (December 2006 - Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 - December 2006).

Kimberly K. Springer 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 51	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) and Manager, Registration Statements, ING Funds Services, LLC⁽³⁾ (May 2003 - August 2004).

Susan P. Kinens 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 32	Assistant Vice President	January 2005 - Present	Assistant Vice President, ING Funds Services, LLC⁽³⁾ (December 2002 - Present).

Craig Wheeler 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 39	Assistant Vice President	May 2008 - Present	Assistant Vice President - Director of Tax, ING Funds Services (March 2008 - Present). Formerly, Tax Manager, ING Funds Services (March 2005 - March 2008); Tax Senior, ING Funds Services (January 2004 - March 2005); and Tax Senior, KPMG LLP (August 2002 - December 2003).

Huey P. Falgout, Jr. 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 45	Secretary	August 2003 - Present	Chief Counsel, ING Americas, U.S. Legal Services (September 2003 - Present).

Theresa K. Kelety 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 45	Assistant Secretary	August 2003 - Present	Senior Counsel, ING Americas, U.S. Legal Services (April 2008 - Present). Formerly, Counsel, ING Americas, U.S. Legal Services (April 2003 - April 2008).

Kathleen Nichols 7337 East Doubletree Ranch Rd. Scottsdale, Arizona 85258 Age: 33	Assistant Secretary	May 2008 - Present	Counsel, ING Americas, U.S. Legal Services (February 2008 - Present). Formerly, Associate, Ropes & Gray LLP (September 2005 - February 2008)

⁽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 successor in interest to Directed Services, Inc.

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

One Wall Street

New York, New York 10286

Legal Counsel

Dechert LLP

1775 I Street, N.W.

Washington, D.C. 20006


						VPAR-UISOL		(1208-022709)

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 J. Michael Earley and Peter Drotch are audit committee financial experts, as defined in Item 3 of Form N-CSR. Mr. Earley and Mr. Drotch are “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 $646,000 for year ended December 31, 2008 and $653,000 for year ended December 31, 2007.

(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 $81,700 for year ended December 31, 2008 and $74,700 for year ended December 31, 2007.

(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 $194,451 in the year ended December 31, 2008 and $176,537 in the year ended December 31, 2007. 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 were $42,500 in the year ended December 31, 2008 and $0 in the year ended December 31, 2007.

(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.

Last Approved: November 29, 2007

Appendix A
Pre-Approved Audit Services for the Pre-Approval Period January 1, 2008 through December 31, 2008

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, 2008 through December 31, 2008

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, 2008 through December 31, 2008

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, 2008 through December 31, 2008

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, 2008

· 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 INTERNATIONAL HIGH DIVIDEND EQUITY INCOME 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 SEPARATE PORTFOLIOS TRUST

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS 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 $1,826,535 for year ended December 31, 2008 and $391,637 for year ended December 31, 2007.

(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 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th 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 6, 2009

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 6, 2009

By	/s/ Todd Modic
	Todd Modic
	Senior Vice President and Chief Financial Officer

Date: March 6, 2009

Voya PARTNERS N-CSRCertified annual shareholder report (management investment company)

Item 4. Principal Accountant Fees and Services.

EXHIBIT A

SIGNATURES