Voya Intermediate Bond Fund Class I NCSRS Certified semi-annual shareholder report (management investment company)

Voya Intermediate Bond Fund Class I (IICIX) N-CSRSCertified semi-annual shareholder report (management investment company)

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-08895

ING Funds Trust
(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:	March 31

Date of reporting period:		April 1, 2005 to September 30, 2005

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):

Semi-Annual Report

September 30, 2005

Classes A, B, C, M, O and R

Fixed Income Funds

• ING GNMA Income Fund

• ING High Yield Bond Fund

• ING Intermediate Bond Fund

• ING National Tax-Exempt Bond Fund

Money Market Funds

• ING Classic Money Market Fund

• ING Institutional Prime Money Market Fund

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

TABLE OF CONTENTS

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PRESIDENT’S LETTER

JAMES M. HENNESSY	Dear Shareholder,

	We are in the midst of an exciting time here at ING Funds. We began the year by introducing the ING
	Global Equity Dividend and Premium Opportunity Fund that gave investors an opportunity to invest in
	global companies with a history of attractive dividend yields.

	When the Fund’s initial offering period closed, it proved to be one of the five largest unleveraged
	closed-end funds in history.

	The success of the Fund offering illustrates what ING Funds is really all about: fresh thinking in
	financial services. The Fund’s offering success also confirmed something else that we have long
	believed; namely, that investors are excited about opportunities beyond our shores.

As globalization grows, investment opportunities grow as well. In 1970, only about one-third of equity market capitalization was located abroad; by 2004, that number had jumped to 50 percent¹. It is often said that the world is becoming ever more complicated. This is undoubtedly true in the world of investments where the range of asset classes and investment techniques has never been wider. To take advantage of the opportunities that are now available, it is essential to seek investment partners who have the required breadth and depth of experience — on a global basis.

Our goal at ING Funds is to deliver innovative investment products that help you, the investor, to achieve your financial dreams. We have also long been committed to uncovering opportunities worldwide.

We will continue to bring you opportunities — wherever they occur. With access to more than 700 ING investment management professionals who are located around the world and who, in our consideration, deliver exceptional insight into markets in Europe, the Americas and the Asia-Pacific region, we believe we are in a unique position to help you take advantage of the opportunities that the world has to offer.

On behalf of everyone here at ING Funds, I thank you for your continued support and loyalty. We look forward to serving you in the future.

Sincerely,



James M. Hennessy President ING Funds October 27, 2005

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

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

¹ Morgan Stanley Capital International

MARKET PERSPECTIVE: SIX MONTHS ENDED SEPTEMBER 30, 2005

In the six months through September 30, 2005, major markets recovered after first quarter losses. Global equities rose 7.4%, according to the Morgan Stanley Capital International (“MSCI”) World Index⁽¹⁾ (which is calculated in dollars and includes net reinvested dividends). Nearly half of the gain came in July, the best month since 2003. As for currencies, the dollar extended first quarter strength, based on faster U.S. growth and rising short-term interest rates. The euro was further buffeted by the defeat of a proposal for a European constitution, followed by an acrimonious stalemate on a European budget. For the six months, the U.S. currency rose 7.8% against the euro, 7.2% against the pound and 5.9% against the oil price sensitive yen.

Trends in investment grade U.S. fixed income securities had been dominated since the middle of 2004 by the flattening of the U.S. Treasury yield curve as ten-year yields fell even as the Federal Open Market Committee (“FOMC”) raised short-term interest rates seven times to the end of March 2005. In the next five months, apart from approximately five weeks in July 2005 and early August 2005 when the economic data was more upbeat, fears of slowing activity and increasing inflation in the face of repeated record oil prices continued to mount. Inflation would only be controlled by continual “measured” increases in short-term interest rates. The curve-flattening trend was accordingly sustained by three more increases in May, June and August. August ended with second quarter GDP growth being revised downward and a final new record oil price of almost $70 as Hurricane Katrina’s devastation became known. The spread between ten-year and 13-week U.S. Treasury yields had shrunk to 59 basis points, the narrowest since March of 2001. The rebound was swift in early September. However, in Katrina’s aftermath gasoline prices soared: deflationary on demand, inflationary on costs. President Bush lunched with Chairman Greenspan and many hoped that the FOMC might then relent. This caused short-term interest rates to drift down and longer-term rates to rise. But by mid-September, factory prices were reported to have risen by the most in decades. The FOMC duly struck for the 11th time by raising short term interest rates. Katrina was only a near-term setback: the FOMC was still not done. Short rates snapped back, joining longer rates now on the way up. For the half-year the yield on the ten-year U.S. Treasury Note fell by 17 basis points to 4.33%, while the yield on 13-week U.S. Treasury Bills rose 75 basis points to 3.47%. The return on the broader Lehman Brothers Aggregate Bond Index⁽²⁾ was 2.31%, with not much difference between the Treasury and Corporate components on average. High yield bonds did rather well as investors chased yield. The Lehman Brothers High Yield Bond Index⁽³⁾ returned 3.71%.

The U.S. equities market in the form of the Standard & Poor’s 500 Index (“S&P 500 Index”)⁽⁴⁾, gained 5.0% (including dividends) in the half-year through September. The period started with stocks on the downswing after reaching a 2005 high point on March 7. Economists keenly watched the swirling crosscurrents in the fixed income markets described above. Falling bond yields generally make stocks relatively more attractive. Falling mortgage interest rates have encouraged refinancing on a massive scale and the funds raised have tended not to stay long in the wallets of American consumers, keeping expansion strong. But inexorably rising short-term rates tend to dampen demand and profit margins. Still, stocks benefited from July’s positive reports, especially robust second quarter company earnings figures. On August 3, 2005, the S&P 500 Index reached its highest level in four years, but then fell back. It was not a sell-off, more the drift down of a market that was not particularly cheap or expensive, just one whose best days were probably behind it. Little headway was made in September after Hurricane Katrina followed by Rita. High prices at the pump were already here. An expensive winter for heating fuel appeared to be certain. Evidence of sharply rising factory prices started to be found in local Federal Reserve and purchasing managers’ reports. By month end, with consumer confidence slumping, some commentators could be heard grumbling about stagflation.

Internationally, Japan equities soared 15.0%, based on the MSCI Japan Index⁽⁵⁾ calculated in dollars plus net dividends. The market did little until August, but thereafter a new sense of optimism took hold, based on an encouraging improvement in domestic demand. However mostly was due to the chance of a new reformist beginning under Prime Minister Koizumi, who won a landslide election victory in support of his proposal to privatize Japan Post, the savings vehicle of choice among the Japanese public and, improbably, the world’s largest financial institution.

European ex UK markets added 7.4% in the half-year according to the MSCI Europe ex UK Index⁽⁶⁾ including net dividends. Such bullish performance belied bearish economic conditions. High unemployment and restrictive employment practices continued to depress

MARKET PERSPECTIVE: SIX MONTHS ENDED SEPTEMBER 30, 2005

domestic demand while political deadlock in Germany disappointed reformers. But this served only to depress the euro. Stock markets cheered the weaker currency, while corporate profits held up and merger and acquisition activity revived, allowing stocks to advance in the face of record low bond yields.

The UK market gained 5.7% calculated in dollars, based on the MSCI UK Index⁽⁷⁾ including net dividends. The period was dominated by the effect of five interest rate increases to restrain over-stretched consumers and soaring property prices. By the period end, house prices were falling, manufacturing was in decline, retail sales were at multi-year lows and second quarter GDP growth was the slowest since 1993. Nonetheless, company earnings held up and despite terrorist attacks, investors supported an inexpensive market that paid over 3% in dividends as they waited for better times.

⁽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 Lehman Brothers Aggregate Bond Index is a widely recognized, unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽³⁾ The Lehman Brothers High Yield Bond Index is an unmanaged index that measures the performance of fixed-income securities generally representative of corporate bonds rated below investment-grade.

⁽⁴⁾ The Standard & Poor’s 500 Index is an unmanaged index that measures the performance of securities of approximately 500 large-capitalization companies whose securities are traded on major U.S. stock markets.

⁽⁵⁾ The MSCI Japan Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.

⁽⁶⁾ The MSCI 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.

⁽⁷⁾ 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 Funds’ performance is subject to change since the period’s end and may be lower or higher than the performance data shown. Please call (800) 992-0180 or log on to www.ingfunds.com to obtain performance data current to the most recent month end.

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

ING GNMA INCOME FUND

PORTFOLIO MANAGERS’ REPORT

Investment Types

as of September 30, 2005

(as a percent of total investments)

Portfolio holdings are subject to change daily.

The ING GNMA Income Fund (the “Fund”) seeks to generate a high level of current income, consistent with liquidity and safety of principal, through investment primarily in Government National Mortgage Association (“GNMA”) mortgage-backed securities (also known as GNMA Certificates) that are guaranteed as to the timely payment of principal and interest by the U.S. Government. The Fund is managed by Denis P. Jamison, CFA ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended September 30, 2005, the Fund’s Class A shares, excluding sales charges, provided a total return of 1.68% compared to 2.12% return for the Lehman Brothers Mortgage-Backed Securities Index (“Lehman MBS Index”)⁽⁵⁾.

Portfolio Specifics: The Federal Reserve’s on-going policy of gradually raising short term interest rates has negatively impacted the value of bonds with maturities of five years and less. For example, since March 31, the five-year segment of the U.S. Treasury market has returned just 1.5% compared with a gain of 5.1% for long-term government bonds. Call-protected mortgages on multi-family properties account for about 25% of the Fund’s assets and these securities tend to be valued in line with three- to five-year U.S. Treasury notes rather than single-family mortgages. Accordingly, the softness in this sector of the yield curve hampered the Fund’s return and we do not expect a quick turnaround. The Federal Reserve shows no signs of changing monetary policy near term. Short-term interest rates are expected to continue to rise and the yield curve will flatten. Despite this near term problem, our multi-family loans are the source of the Fund’s relatively high income return because they have an average coupon of 7.3% and a relatively low cost basis. We are not inclined to reduce this holding and are attempting to mitigate the problem by opportunistically increasing and decreasing our holdings of 30-year U.S. Treasury bonds and adding some extra capital gains.

Our single family mortgage investments are defensive. The average coupon for this 66% slice of the portfolio is still 5.72% compared with 5.85% six months ago and 5.36% for the Lehman Mortgage-Backed Securities Index. The higher coupon mortgages tend to be less sensitive to interest rate changes and provide shareholders with a higher income return. Of course, these bonds tend to pay down more quickly and related losses are higher. For the six months ended September 30, prepayment losses amounted to 34 basis points more than that of the benchmark index.

Current Strategy and Outlook: The key factor determining the relative performance of the Fund is the return on three-five year U.S. Treasury securities compared with that of mortgages. In turn, this relates to the changes in the shape of the yield curve and overall market volatility. A flat yield curve and low volatility — the current condition — weigh against strong performance by the Fund. Unfortunately, we view this as the likely investment environment for the remainder of the year. However, we face considerable uncertainty in 2006. Economic expansion is closely tied to the health of the housing market and this sector is facing ever stronger headwinds as interest rates increase. Also, a change in leadership of the Federal Reserve could have an adverse impact on market volatility. We think there will be opportunities to increase the interest rate sensitivity of the Fund through the purchases of both U.S. Treasury bonds and lower coupon mortgages, which could lead to better absolute returns.

PORTFOLIO MANAGERS’ REPORT

ING GNMA INCOME FUND

Average Annual Total Returns for the Periods Ended September 30, 2005

							Since Inception		Since Inception		Since Inception
							of Class B		of Class C		of Class M
	1 Year		5 Year		10 Year		October 6, 2000		October 13, 2000		February 23, 2001

Including Sales Charge:
Class A(1)	(2.81	)%	4.72	%	5.73	%	—		—		—
Class B(2)	(3.58	)%	—		—		4.67	%	—		—
Class C(3)	0.29	%	—		—		—		4.94	%	—
Class M(4)	(1.78	)%	—		—		—				3.73	%

Excluding Sales Charge:
Class A	2.03	%	5.74	%	6.25	%	—		—		—
Class B	1.27	%	—		—		5.00	%	—		—
Class C	1.26	%	—		—		—		4.94	%	—
Class M	1.52	%	—		—		—		—		4.47	%
Lehman Brothers Mortgage-Backed Securities Index(5)	3.29	%	6.12	%	6.46	%	6.12	%(6)	6.12	%(6)	5.32	%(7)

Based on a $10,000 initial investment, the table above illustrates the total return of ING GNMA Income Fund against the index indicated. The index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The performance table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Manager 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.

Performance data represents past performance and is no assurance of future results. Investment return and principal value of an investment in the Fund will fluctuate. Shares, when sold, may be worth more or less than their original cost. The Fund’s performance may be lower or higher than the performance data shown. Please log on to www.ingfunds.com or call (800) 992-0180 to get performance through the most recent month end.

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

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

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 4.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 2%, respectively, for the 1 year and since inception returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ Reflects deduction of the maximum Class M sales charge of 3.25%.

⁽⁵⁾ The Lehman Brothers Mortgage-Backed Securities Index is an unmanaged index composed of fixed income security mortgage pools sponsored by GNMA, FNMA and FHLMC, including GNMA Graduated Payment Mortgages.

⁽⁶⁾ Since inception performance for index is shown from October 1, 2000.

⁽⁷⁾ Since inception performance for index is shown from March 1, 2001.

ING HIGH YIELD BOND FUND

PORTFOLIO MANAGERS’ REPORT

Investment Types

as of September 30, 2005

(as a percent of total investments)

Portfolio holdings are subject to change daily.

The ING High Yield Bond Fund (the “Fund”) seeks to provide investors with a high level of current income and total return by investing at least 80% of its assets in high yield (high risk) bonds, that are unrated or rated below investment grade. The Fund is managed by a team of investment professionals led by Greg Jacobs, CFA and Kurt Kringelis, CFA, CPA, ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended September 30, 2005, the Fund’s Class A shares, excluding sales charges, provided a total return of 2.81% compared to 3.71% for the Lehman Brothers High Yield Bond Index⁽⁴⁾.

Portfolio Specifics: During the last six months, the portfolio continued to be overweight the middle tier, B-rated part of the universe, and underweight BB-rated securities and CCC-rated securities. During the period, higher quality outperformed lower quality, as BB-rated issues outperformed CCC-rated issues on average by 1.1%. This credit quality positioning had a neutral impact on performance, as the advantage of being underweight with lower quality issuers was offset by the disadvantage of being underweight BB-rated securities.

From a sector standpoint, the Fund benefited from being underweight the two worst performing sectors, automotives and airlines. Both sectors continued to exhibit fundamental declines, with autos experiencing downgrades (Ford and General Motors) and airlines experiencing defaults (Delta and Northwest). As a result, both groups underperformed the benchmark by nearly 5%. The Fund’s overweight positions in consumer-related areas, over the semi-annual period was neutral. All earlier gains were lost as the consumer-related issuers underperformed post Hurricane Katrina, as investors inferred that rising energy costs may finally curtail consumer spending.

Another factor that negatively affected relative performance was related to the benchmark. On June 1, 2005, Ford and General Motors became part of the Lehman Brothers High Yield Index, accounting for approximately 13% of the Index. On August 1, 2005, the Fund changed the official benchmark to the Lehman Brothers High Yield Index 2% Issuer Constrained benchmark. During this period, the Lehman Brothers High Yield Index outperformed the 2% constrained index by 0.34%.

Top Ten Industries
as of September 30, 2005
(as a percent of net assets)

Telecommunications	10.9	%
Media	10.7	%
Electric	8.9	%
Retail	5.7	%
Oil and Gas	5.2	%
Diversified Financial Services	5.1	%
Food	4.9	%
Lodging	4.5	%
Chemicals	3.7	%
Healthcare-Services	3.6	%

Portfolio holdings are subject to change daily.

Current Strategy and Outlook: We continue to believe that from a fundamental standpoint, the economy remains healthy. However, the impact of Hurricanes Katrina and Rita on energy prices and other related raw materials have yet to be fully understood and could lead to compressed margins for issuers in cyclical sectors and/or higher inflation in the U.S. Either scenario would have a negative impact on the market, although the order of magnitude is a bit uncertain. In the near term, higher energy costs are also likely to squeeze consumers and potentially weigh on their confidence, as they adapt to paying more for goods in general and in particular for fuel for their automobiles and to heat their homes this coming winter. Our current expectations are for GDP growth to moderate before picking up again as the hurricane rebuilding efforts add stimulus to the economy. Despite expectations for slower but relatively healthy near term GDP growth, we believe that consumer confidence will be an important factor in contributing to the sustainability of the economic expansion.

While we expect relatively healthy GDP growth near term, certain cyclical and consumer oriented issuers could be at risk for earnings disappointments. We remain less confident that the trend of improving issuer credit quality will continue and expect to see some moderation in the pace of improvement as the increased focus on shareholder friendly activity and financial transactions keeps the level of event risk in the marketplace elevated. To protect our downside risk, we have reallocated some exposure away from certain cyclical and consumer dependent issuers to other sectors but have made an effort to maintain yield given the possibility that any softness in the economy and market may prove to be temporary.

PORTFOLIO MANAGERS’ REPORT

ING HIGH YIELD BOND FUND

Average Annual Total Returns for the Periods Ended September 30, 2005

					Since Inception
	1 Year		5 Year		December 15, 1998

Including Sales Charge:
Class A(1)	(0.80	)%	4.92	%	5.11	%
Class B(2)	(1.53	)%	4.90	%	5.09	%
Class C(3)	2.40	%	5.19	%	5.10	%

Excluding Sales Charge:
Class A	4.15	%	5.95	%	5.86	%
Class B	3.37	%	5.20	%	5.09	%
Class C	3.38	%	5.19	%	5.10	%
Lehman Brothers High Yield Bond Index(4)	6.71	%	7.54	%	5.75	%(6)
Lehman Brothers High Yield Bond Index — 2% Issuer Constrained(5)	6.58	%	7.80	%	5.93	%(6)

Based on a $10,000 initial investment, the table above illustrates the total return of ING High Yield Bond Fund against the Index indicated. The index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The performance table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

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

The views expressed in this report reflect those of the portfolio 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.

Fund holdings are subject to change daily.

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 4.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 2%, respectively, for the 1 year and 5 year returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ The Lehman Brothers High Yield Bond Index is an unmanaged index that measures the performance of fixed-income securities that are similar, but not identical, to those in the Fund’s portfolio.

⁽⁵⁾ This index is the 2% Issuer Cap component of the Lehman Brothers High Yield Bond Index.

⁽⁶⁾ Since inception performance for index is shown from December 1, 1998.

ING INTERMEDIATE BOND FUND

PORTFOLIO MANAGERS’ REPORT

Investment Types

as of September 30, 2005

(as a percent of total investments)

Portfolio holdings are subject to change daily.

The ING Intermediate Bond Fund (the “Fund”) seeks to provide investors with a high level of current income, consistent with the preservation of capital and liquidity by investing at least 80% of its assets in investment grade debt securities. The Fund is managed by James B. Kauffmann, ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended September 30, 2005, the Fund’s Class A shares, excluding sales charges, provided a total return of 2.37% compared to 2.31% for the Lehman Brothers Aggregate Bond Index⁽⁴⁾.

Portfolio Specifics: The Fund matched its benchmark during April largely due to our short duration posture in a rally. We maintained our underweight to credit on a contribution-to-duration and market-weight basis, which was beneficial in a market largely characterized by widening spreads; however, our overweight in commercial mortgage-backed securities was a drag on performance. We maintained a reduced mortgage allocation of 30% versus approximately 35% with a significant emphasis on adjustable rate mortgages and collateralized mortgage obligations over traditional pass-through securities.

The Fund underperformed its benchmark during May due again to our short duration posture in a rally. This duration call was partially offset by overweighting maturities that performed better than others. We initiated positions in auto industry bonds following the rapid price declines early in the month. Furthermore, we continued an underweight to credit. This was also a hindrance as the credit sensitive sectors recouped some of their losses in the final week of the month.

Our short duration posture in June was not beneficial. Term structure exposure was generally flat to the benchmark with a slight bias against the front-end of the yield curve; however, the curve flattened significantly. We continued to add automakers in June, but our positioning may have lagged the market. While we closed the month underweight the sector, the mortgage-backed securities portion of the portfolio was designed to benefit from a curve flattening, which did not occur as we had expected. Credit markets became more risk embracing during July and produced positive excess returns thus rewarding holders — such as ourselves of riskier or less liquid instruments. We actively traded our auto sector during the month with exposures ranging from around 1.00% to 0% to 0.50%, and trust preferred securities (TRUPs) continue to play a significant role in the credit allocation. (TRUPs are trust preferred securities and are a unique form of preferred stock. The Fund has focused on TRUPs that pay floating rate interest. Floating rate securities tend to fare well in environments of increasing short-term interest rates which has been the case this year as the Federal Reserve has raised the Federal Funds rate repeatedly. Generally, TRUPs are subordinate to other debt issued by companies.)

The Fund slightly outperformed the index in August after we quickly withdrew our short duration posture in response to uncertainty about the impact of Hurricane Katrina. Although total returns were positive across the board, the month witnessed negative excess returns in every sector save agencies, asset-backed securities, and commercial mortgage-backed securities. Our modest exposure to high yield was not beneficial this month. The credit-sensitive markets were generally softer following the further downgrades of Ford and GM.

Awareness of inflation risks began to dominate in September. The Fund slightly underperformed the index during the month as we reinstated the short duration posture that we had in place before the storms with an overweight in 30-year maturities. Corporate bonds underperformed by 0.09% with the drag particularly acute in long-dated industrials and utilities. While our underweight in longer-dated corporates helped performance somewhat, exposures to commercial mortgage-backed securities did not.

Top Ten Industries
as of September 30, 2005
(as a percent of net assets)

U.S. Treasury Obligations	27.7	%
Federal National Mortgage Association	23.1	%
Whole Loan Collateralized Mortgage Obligations	12.8	%
Federal Home Loan Mortgage Corporation	7.3	%
Diversified Financial Sevices	5.7	%
Asset-Backed Securities	5.4	%
Commercial Mortgage-Backed Securities	5.4	%
Banks	5.1	%
Electric	2.6	%
Oil and Gas	1.6	%

Portfolio holdings are subject to change daily.

Current Strategy and Outlook: We have positioned the Fund for the potentiality that sentiment will reverse and higher risk premiums will be required by the market. Indeed, we are keenly aware that preserving capital and receiving adequate compensation for risk are essential elements of successful bond management. Specifically, the ING credit team continues to avoid companies with depressed stock prices and under-utilized assets on the books. Moreover, the contribution to duration of the corporate bond portion of the portfolio is less than the index. Our mortgage team has constructed a portfolio designed to offset an increase in volatility and a change in prepayments. Finally, our portfolio duration is shorter than the index with an overweight in the longest maturity bucket in anticipation of continued tightening by the Federal Reserve.

PORTFOLIO MANAGERS’ REPORT

ING INTERMEDIATE BOND FUND

Average Annual Total Returns for the Periods Ended September 30, 2005

					Since Inception		Since Inception		Since Inception
					of Class A, B and C		of Class O		of Class R
	1 Year		5 Year		December 15, 1998		August 13, 2004		March 16, 2004

Including Sales Charge:
Class A(1)	(1.72	)%	7.22	%	6.14	%	—		—
Class B(2)	(2.56	)%	7.13	%	6.08	%	—		—
Class C(3)	1.42	%	7.46	%	6.11	%	—		—
Class O	3.25	%	—		—		3.59	%	—
Class R	3.03	%	—		—		—		2.33	%

Excluding Sales Charge:
Class A	3.18	%	8.27	%	6.91	%	—		—
Class B	2.41	%	7.43	%	6.08	%	—		—
Class C	2.41	%	7.46	%	6.11	%	—		—
Class O	3.25	%	—		—		3.59	%	—
Class R	3.03	%	—		—		—		2.33	%
Lehman Brothers Aggregate Bond Index(4)	2.80	%	6.62	%	5.78	%(5)	2.83	%(6)	2.31	%(7)

Based on a $10,000 initial investment, the table above illustrates the total return of ING Intermediate Bond Fund against the Index indicated. The index is unmanaged and has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The performance table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

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

Fund holdings are subject to change daily.

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 4.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 2%, respectively, for the 1 year and 5 year returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ The Lehman Brothers Aggregate Bond Index is a widely recognized, unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁵⁾ Since inception performance for index is shown from December 1, 1998.

⁽⁶⁾ Since inception performance for index is shown from September 1, 2004.

⁽⁷⁾ Since inception performance for index is shown from April 1, 2004.

ING NATIONAL TAX-EXEMPT BOND FUND

PORTFOLIO MANAGERS’ REPORT

Investment Types

as of September 30, 2005

(as a percent of total investments)

Portfolio holdings are subject to change daily.

The ING National-Tax Exempt Bond Fund (the “Fund”) seeks to provide investors with a high level of current income that is exempt from federal income taxes, consistent with preservation of capital. The Fund is managed by Robert Schonbrunn, Managing Director and Portfolio Manager, Karen Cronk, Portfolio Manager, Richard Killbride, Portfolio Manager, ING Investment Management Co. — the Sub-Adviser.

Performance: For the six months ended September 30, 2005, the Fund’s Class A shares, excluding sales charges, returned 2.20% compared to 2.80% for the Lehman Brothers Municipal Bond Index⁽⁴⁾ and 2.31% for the Lehman Brothers Aggregate Bond Index⁽⁵⁾.

Portfolio Specifics: Over the past six months, interest rates on municipal bonds, as measured by AAA-rated general obligations, maturing in less than four years rose, while rates on bonds maturing in longer than four years actually declined. This condition, known as a flattening of the yield curve, was an important factor affecting performance during this period. Shorter term bond interest rates rose in response to the Federal Reserve’s program of raising the Federal Funds rate, while longer term interest rates declined as inflation remained lower than anticipated. The best performing bonds in the past six months were the longest maturities and the worst were the shortest maturities. We positioned the Fund in a “barbell” structure with overweight positions in the two extreme parts of the yield curve — short and long maturity bonds — to be in a defensive posture while the yield curve flattened. This move was beneficial to the Fund overall, but the shorter term portion of the “barbell” was a drag on performance. In addition, many of the bonds held in the Fund have call options of 10 years or less. The higher coupon bonds that the Fund owns in the portfolio were often priced to the call date instead of to the actual maturity date, which tended to reduce the positive impact of the longer term bonds as interest rates declined.

The Fund is rated AA in quality and currently holds over 45% in AAA-rated bonds which is comparable to the Lehman Municipal Bond Index. An overweight in hospital/medical and BBB-rated bonds during this period added to our returns as lower quality out performed higher quality issues. The Fund is structured with a higher coupon and yield than the benchmark. The Fund began the period with a lower sensitivity to interest rate change known as duration, which hurt performance. In the past six months, the Fund has increased its duration by shifting assets toward longer maturity bonds, which had a positive affect on returns.

Current Strategy and Outlook: Our outlook is for the yield curve to continue to flatten as short-term interest rates rise more than longer-term interest rates. We believe that the Federal Reserve will continue to raise the Federal Funds rate and that the economy will slow but not fall into a recession. It is our opinion that inflation will remain near current levels based upon the impact of globalization, productivity and the low absolute level of interest rates. In this environment the Fund, given its high yield and “barbell” structure, should be well positioned. We continue to look for additional opportunities to increase yield, as this becomes the most important component of investment return when interest rate movement slows.

PORTFOLIO MANAGERS’ REPORT

ING NATIONAL TAX-EXEMPT BOND FUND

	Average Annual Total Returns for the Periods Ended September 30, 2005

						Since Inception
		1 Year		5 Year		November 8, 1999

Including Sales Charge:
Class A⁽¹⁾		(2.22	)%	4.41	%	4.59	%
Class B⁽²⁾		(3.04	)%	4.33	%	4.52	%
Class C⁽³⁾		0.92	%	4.65	%	4.68	%

Excluding Sales Charge:
Class A		2.66	%	5.43	%	5.46	%
Class B		1.90	%	4.66	%	4.66	%
Class C		1.91	%	4.65	%	4.68	%
Lehman Brothers Municipal Bond Index⁽⁴⁾		4.05	%	6.34	%	6.60	%⁽⁶⁾
Lehman Brothers Aggregate Bond Index⁽⁵⁾		2.80	%	6.62	%	6.72	%⁽⁶⁾

Based on a $10,000 initial investment, the table above illustrates the total return of ING National Tax-Exempt Bond Fund against the Indices indicated. An index is unmanaged and has no cash in its portfolio, imposes no sales charge and incurs no operating expenses. An investor cannot invest directly in an index. The Fund’s performance is shown both with and without the imposition of sales charges.

The performance table does not reflect the deduction of taxes that a shareholder will pay (if any) on Fund distributions or the redemption of Fund shares.

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

Fund holdings are subject to change daily.

⁽¹⁾ Reflects deduction of the maximum Class A sales charge of 4.75%.

⁽²⁾ Reflects deduction of the Class B deferred sales charge of 5% and 1%, respectively, for the 1 year and since inception returns.

⁽³⁾ Reflects deduction of the Class C deferred sales charge of 1% for the 1 year return.

⁽⁴⁾ The Lehman Brothers Municipal Bond Index is an unmanaged index of approximately 1,100 investment grade tax-exempt bonds classified into four sectors: general obligation, revenue, insured and pre-refunded.

⁽⁵⁾ The Lehman Brothers Aggregate Bond Index is a widely recognized, unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽⁶⁾ Since inception performance for index is shown from November 1, 1999.

ING CLASSIC MONEY MARKET FUND

PORTFOLIO MANAGERS’ REPORT

Investment Types

as of September 30, 2005

(as a percent of total investments)

Portfolio holdings are subject to change daily.

The ING Classic Money Market Fund (the “Fund”) seeks to provide a high level of current income, consistent with preservation of capital and liquidity and the maintenance of a stable $1.00 net asset value per share. The Fund is managed by David S. Yealy, ING Investment Management Co. — the Sub-Adviser.

Portfolio Specifics: The Federal Open Market Committee (“FOMC”) continued its measured pace of increasing short-term interest rates, raising the Federal Funds rate from 3.25% as of June 30 to 3.75% as of September 30th, despite concerns about the short-term economic growth impact and spike in energy costs related to Hurricane Katrina. The FOMC has raised rates eleven times and a total of 2.75% since the end of June last year. Chairman Greenspan and other FOMC members do not appear to be done raising rates any time soon. In various speeches following Hurricane Katrina and the September 20th FOMC meeting, the FOMC participants focused on the potential for inflation to pick up in 2006 due to higher energy costs and rebuilding efforts following Hurricane Katrina.

Rates for short-term money market securities rose approximately 50 basis points in response to the increases in the Federal Funds rate and in anticipation of more increases in 2005 and 2006. The Fund benefited from the large amount of interest sensitive floating rate securities owned throughout the quarter. In addition to our emphasis on floating rate securities, we continued to focus new purchases on very short maturity securities that typically matured prior to the next FOMC meeting, which also performed well during the rising rate environment. We maintained a short weighted average maturity similar to or shorter than the iMoneyNet First Tier Average.

Current Strategy and Outlook: The short-term market consensus as of the end of September is for the Federal Funds rate to be 4% at year-end. We believe that the FOMC will keep raising the Federal Funds rate at least 25 basis points at each of the meetings in the fourth quarter, taking the rate to 4.25% or higher with additional increases in 2006. We will continue to maintain a high exposure to floating rate notes and make selective purchases in the three-month and under maturity sector where yield levels fully price in 25 basis point increases at each of the Federal Reserve meetings in between. We intend to keep our weighted average maturity relatively short until the markets start to price in a more aggressive Federal Reserve policy than is currently reflected in the market.

ING INSTITUTIONAL PRIME MONEY MARKET FUND

PORTFOLIO MANAGERS’ REPORT

Investment Types

as of September 30, 2005

(as a percent of total investments)

Portfolio holdings are subject to change daily.

The ING Institutional Money Market Fund (the “Fund”) seeks to provide a high level of current income, consistent with preservation of capital and liquidity and the maintenance of a stable $1.00 net asset value per share. The Fund is managed by David S. Yealy, ING Investment Management Co. — the Sub-Adviser.

Portfolio Specifics: The Federal Open Market Committee (“FOMC”) continued its measured pace of increasing short-term interest rates in order to remove some additional monetary accommodation. The FOMC raised the Federal Funds rate 25 basis points at the two third quarter FOMC Meetings taking the rate from 3.25% at June 30th to 3.75% as of September 30th, despite the concerns about the short-term economic growth impact and spike in energy costs related to Hurricane Katrina. The FOMC has raised rates a total of eleven times and 2.75% since they started increasing the Federal Funds rate at the end of June last year. Chairman Greenspan and the other FOMC members do not appear to be done raising rates any time soon. In various speeches following Hurricane Katrina and the September 20th FOMC meeting, the FOMC participants focused on the potential for inflation to pickup in 2006 due to higher energy costs and the rebuilding efforts

Rates for short-term money market securities increased during the quarter approximately 50 basis points in response to the increases in the Federal Funds rate and in anticipation of more increases in 2005 and 2006. The Fund benefited from starting up in a rising rate environment and from the large amount of interest sensitive floating rate securities purchased during the quarter. In addition to our emphasis on floating rate securities, we focused initial purchases on very short maturity securities that typically matured prior to the next one or two FOMC meetings which also performed well during this rising rate environment. We maintained a short weighted average maturity (WAM) similar to or shorter than the iMoneyNet First Tier Average WAM.

SHAREHOLDER EXPENSE EXAMPLES (Unaudited)

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution [and/or service] (12b–1) fees; and other Fund 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 April 1, 2005 to September 30, 2005.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

The second section of the table shown, “Hypothetical 5% Return,” provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’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 funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other 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 sales charges (loads), redemption fees, or exchange fees. Therefore, the hypothetical lines of the table are useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.

	Beginning	Ending			Expenses Paid
	Account	Account	Annualized		During the
	Value	Value	Expense		Six Months Ended
ING GNMA Income Fund	April 1, 2005	September 30, 2005	Ratio		September 30, 2005*

Actual Fund Return
Class A	$1,000.00	$1,016.80	1.01	%	$5.11
Class B	1,000.00	1,013.10	1.76		8.88
Class C	1,000.00	1,013.00	1.76		8.88
Class M	1,000.00	1,014.20	1.50		7.57
Hypothetical (5% return before expenses)
Class A	$1,000.00	$1,020.00	1.01	%	$5.11
Class B	1,000.00	1,016.24	1.76		8.90
Class C	1,000.00	1,016.24	1.76		8.90
Class M	1,000.00	1,017.55	1.50		7.59

* Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

SHAREHOLDER EXPENSE EXAMPLES (Unaudited) (CONTINUED)

	Beginning	Ending			Expenses Paid
	Account	Account	Annualized		During the
	Value	Value	Expense		Six Months Ended
ING High Yield Bond Fund	April 1, 2005	September 30, 2005	Ratio		September 30, 2005*
Actual Fund Return
Class A	$1,000.00	$1,028.10	1.21	%	$6.15
Class B	1,000.00	1,025.40	1.96		9.95
Class C	1,000.00	1,024.20	1.96		9.95
Hypothetical (5% return before expenses)
Class A	$1,000.00	$1,018.50	1.31	%	$6.63
Class B	1,000.00	1,015.74	1.86		9.40
Class C	1,000.00	1,015.24	1.96		9.90

ING Intermediate Bond Fund
Actual Fund Return
Class A	$1,000.00	$1,023.70	1.00	%	$5.07
Class B	1,000.00	1,019.90	1.75		8.86
Class C	1,000.00	1,019.90	1.75		8.86
Class O	1,000.00	1,024.20	1.00		5.07
Class R	1,000.00	1,022.20	1.25		6.34
Hypothetical (5% return before expenses)
Class A	$1,000.00	$1,020.05	1.00	%	$5.06
Class B	1,000.00	1,016.29	1.75		8.85
Class C	1,000.00	1,016.29	1.75		8.85
Class O	1,000.00	1,020.05	1.00		5.06
Class R	1,000.00	1,018.80	1.25		6.33

ING National Tax-Exempt Bond Fund
Actual Fund Return
Class A	$1,000.00	$1,022.00	1.10	%	$5.58
Class B	1,000.00	1,017.20	1.85		9.36
Class C	1,000.00	1,018.10	1.85		9.36
Hypothetical (5% return before expenses)
Class A	$1,000.00	$1,019.55	1.10	%	$5.57
Class B	1,000.00	1,015.79	1.85		9.35
Class C	1,000.00	1,015.79	1.85		9.35

* Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

SHAREHOLDER EXPENSE EXAMPLES (Unaudited) (CONTINUED)

	Beginning	Ending			Expenses Paid
	Account	Account	Annualized		During the
	Value	Value	Expense		Six Months Ended
ING Classic Money Market Fund	April 1, 2005	September 30, 2005	Ratio		September 30, 2005*
Actual Fund Return
Class A	$1,000.00	$1,012.60	0.77	%	$3.88
Class B	1,000.00	1,009.70	1.32		6.65
Class C	1,000.00	1,009.80	1.32		6.65
Hypothetical (5% return before expenses)
Class A	$1,000.00	$1,021.21	0.77	%	$3.90
Class B	1,000.00	1,018.45	1.32		6.68
Class C	1,000.00	1,018.45	1.32		6.68

ING Institutional Prime Money Market Fund (a)
Actual Fund Return	$1,000.00	$1,005.90	0.17	%	$0.30
Hypothetical (5% return before expenses)	$1,000.00	$1,024.22	0.17	%	$0.86

* Expenses are equal to each Fund’s respective annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year (except for ING Institutional Prime Money Market Fund’s “Actual Fund Return” information which reflects the 64 day period ended September 30, 2005 due to its inception date of July 28, 2005.

(a) Fund commenced operations July 28, 2005.

STATEMENTS OF ASSETS AND LIABILITIES as of September 30, 2005 (UNAUDITED)

		ING				ING					ING
		GNMA Income				High Yield Bond					Intermediate Bond
		Fund				Fund					Fund
ASSETS:
Investments in securities at value*+			$	611,970,497			$	221,959,050				$	916,344,134
Short-term investments at amortized cost			34,684,685				—					—
Repurchase agreement			—				5,438,000					82,978,000
Cash			1,007,825				290,959					56,256
Cash collateral for futures			—				—					261,282
Cash collateral for securities loaned			—				—					189,517,473
Foreign currencies at value**			—				—					8,957
Receivables:
Investment securities sold			—				4,269,544					12,173,384
Fund shares sold			173,520				120,961					1,573,888
Dividends and interest			3,080,644				4,711,833					5,626,506
Variation margin receivable			—				—					19,238
Prepaid expenses			68,738				26,333					94,890
Unrealized appreciation on swap agreements			—				—					149,829
Reimbursement due from manager			—				163					—
Total assets			650,985,909				236,816,843					1,208,803,837

LIABILITIES:
Payable for investment securities purchased			—				7,504,536					149,918,457
Payable for fund shares redeemed			442,558				563,707					3,737,920
Payable for futures variation margin			—				—					60,750
Income distribution payable			—				574,470					533,372
Payable upon receipt of securities loaned			—				—					189,517,473
Payable to affiliates			537,645				267,507					665,780
Payable for trustee fees			19,781				8,066					7,836
Other accrued expenses and liabilities			361,831				242,100					563,405
Total liabilities			1,361,815				9,160,386					345,004,993
NET ASSETS			$	649,624,094			$		227,656,457			$	863,798,844

NET ASSETS WERE COMPRISED OF:
Paid-in capital			$	662,079,607			$		667,806,521			$	866,313,807
Undistributed net investment income (accumulated net investment loss)			725,397				(352,648			)		(558,490		)
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures and swaps			(18,951,005		)		(422,612,064			)		6,398,900
Net unrealized appreciation or depreciation on investments foreign currency related transactions, futures and swaps			5,770,095				(17,185,352			)		(8,355,373		)
NET ASSETS			$	649,624,094			$		227,656,457			$	863,798,844


+	Including securities loaned at value		$	—			$		—			$	185,179,131
*	Cost of investments in securities		$	606,215,034			$		239,144,402			$	924,611,548
**	Cost of foreign currencies		$	—			$		—			$	9,217

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES as of September 30, 2005 (UNAUDITED) (CONTINUED)

	ING			ING			ING
	GNMA Income		High Yield Bond			Intermediate Bond
	Fund			Fund			Fund
Class A:
Net assets	$	508,424,239		$	105,472,999		$		534,202,800
Shares authorized	unlimited			unlimited			unlimited
Par value	$	0.001		$	0.001		$			0.001
Shares outstanding	60,143,323			12,091,430			51,503,815
Net asset value and redemption price per share	$	8.45		$	8.72		$			10.37
Maximum offering price per share (4.75%)⁽¹⁾	$	8.87		$	9.15		$			10.89

Class B:
Net assets	$	90,397,461		$	101,079,537		$			64,641,606
Shares authorized	unlimited			unlimited			unlimited
Par value	$	0.001		$	0.001		$			0.001
Shares outstanding	10,745,208			11,591,544			6,244,547
Net asset value and redemption price per share⁽²⁾	$	8.41		$	8.72		$			10.35
Maximum offering price per share	$	8.41		$	8.72		$			10.35

Class C:
Net assets	$	39,067,482		$	21,103,921		$			73,880,602
Shares authorized	unlimited			unlimited			unlimited
Par value	$	0.001		$	0.001		$			0.001
Shares outstanding	4,637,363			2,418,967			7,131,907
Net asset value and redemption price per share⁽²⁾	$	8.42		$	8.72		$			10.36
Maximum offering price per share	$	8.42		$	8.72		$			10.36

Class I:
Net assets	$	11,459,484		N/A			$	149,921,722
Shares authorized	unlimited			N/A			unlimited
Par value	$	0.001		N/A			$			0.001
Shares outstanding	1,354,237			N/A			14,450,352
Net asset value and redemption price per share	$	8.46		N/A			$			10.37
Maximum offering price per share	$	8.46		N/A			$			10.37

Class M:
Net assets	$	194,179		N/A			N/A
Shares authorized	unlimited			N/A			N/A
Par value	$	0.001		N/A			N/A
Shares outstanding	22,930			N/A			N/A
Net asset value and redemption price per share	$	8.47		N/A			N/A
Maximum offering price per share (3.25%)⁽³⁾	$	8.75		N/A			N/A

Class O:
Net assets	N/A			N/A			$			40,497,262
Shares authorized	N/A			N/A			unlimited
Par value	N/A			N/A			$			0.001
Shares outstanding	N/A			N/A			3,902,909
Net asset value and redemption price per share	N/A			N/A			$			10.38
Maximum offering price per share	N/A			N/A			$			10.38

Class Q:
Net assets	$	81,249		N/A			N/A
Shares authorized	unlimited			N/A			N/A
Par value	$	0.001		N/A			N/A
Shares outstanding	9,593			N/A			N/A
Net asset value and redemption price per share	$	8.47		N/A			N/A
Maximum offering price per share	$	8.47		N/A			N/A

Class R:
Net assets	N/A			N/A			$			654,852
Shares authorized	N/A			N/A			unlimited
Par value	N/A			N/A			$			0.001
Shares outstanding	N/A			N/A			63,042
Net asset value and redemption price per share	N/A			N/A			$			10.39
Maximum offering price per share	N/A			N/A			$			10.39

(1) Maximum offering price is computed at 100/95.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

(2) Redemption price per share may be reduced for any applicable contingent deferred sales charges.

(3) Maximum offering price is computed at 100/96.75 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES as of September 30, 2005 (UNAUDITED)

	ING			ING
	National Tax-			Classic Money
	Exempt Bond			Market
	Fund			Fund
ASSETS:
Investments in securities at value*	$	27,990,152		$	—
Short-term investments at amortized cost	—			573,455,101
Repurchase agreement	—			10,706,000
Cash	301,154			56,391
Receivables:
Investment securities sold	—			5,691,934
Fund shares sold	10,201			12,332,338
Dividends and interest	386,779			1,618,229
Prepaid expenses	27,661			185,851
Reimbursement due from manager	1,111			—
Total assets	28,717,058			604,045,844

LIABILITIES:
Payable for fund shares redeemed	178			513,225
Income distribution payable	80,702			18,614
Payable to affiliates	27,222			514,572
Payable for trustee fees	994			12,718
Other accrued expenses and liabilities	13,454			178,965
Total liabilities	122,550			1,238,094
NET ASSETS	$	28,594,508		$	602,807,750

NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	27,355,798		$	603,001,729
Accumulated net investment loss	(1,160		)	(5		)
Accumulated net realized gain (loss) on investments	286,747			(193,974		)
Net unrealized appreciation or depreciation on investments	953,123			—
NET ASSETS	$	28,594,508		$	602,807,750

* Cost of investments in securities

27,037,029

—

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES as of September 30, 2005 (UNAUDITED) (CONTINUED)

	ING		ING
	National Tax-		Classic Money
	Exempt Bond		Market
	Fund		Fund
Class A:
Net assets	$	23,501,279	$	566,598,470
Shares authorized	unlimited		unlimited
Par value	$	0.001	$	0.001
Shares outstanding	2,228,504		566,761,681
Net asset value and redemption price per share	$	10.55	$	1.00
Maximum offering price per share (4.75%)⁽¹⁾	$	11.08	$	1.00

Class B:
Net assets	$	3,195,466	$	31,159,293
Shares authorized	unlimited		unlimited
Par value	$	0.001	$	0.001
Shares outstanding	303,169		31,182,906
Net asset value and redemption price per share⁽²⁾	$	10.54	$	1.00
Maximum offering price per share	$	10.54	$	1.00

Class C:
Net assets	$	1,897,763	$	5,049,987
Shares authorized	unlimited		unlimited
Par value	$	0.001	$	0.001
Shares outstanding	179,919		5,057,726
Net asset value and redemption price per share⁽²⁾	$	10.55	$	1.00
Maximum offering price per share	$	10.55	$	1.00

(1) Maximum offering price is computed at 100/95.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

(2) Redemption price per share may be reduced for any applicable contingent deferred sales charges.

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES as of September 30, 2005 (UNAUDITED)

	ING
	Institutional Prime
	Money Market
	Fund
ASSETS:
Short-term investments at amortized cost		$	71,289,043
Repurchase agreement		14,366,000
Cash		26
Receivables:
Investment securities sold		3,022,266
Dividends and interest		461,126
Prepaid expenses		83,347
Offering expense		17,260
Total assets		89,239,068

LIABILITIES:
Income distribution payable		159,852
Payable to affiliates		5,716
Payable for trustee fees		686
Other accrued expenses and liabilities		109,805
Total liabilities		276,059
NET ASSETS (equivalent to $1.00 per share on 88,961,245 shares outstanding)		$	88,963,009

NET ASSETS WERE COMPRISED OF:
Paid-in capital — shares of beneficial interest at $0.001 par value (unlimited shares authorized)		$	88,961,245
Accumulated net realized gain on investments		1,764
NET ASSETS		$	88,963,009

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONS for the year ended September 30, 2005 (UNAUDITED)

	ING					ING				ING
	GNMA Income					High Yield Bond				Intermediate Bond
	Fund					Fund				Fund
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*		$		—			$	348,245			$	213,499
Interest		19,549,552					8,718,666				16,122,693
Securities lending income		—					42,685				367,412
Total investment income		19,549,552					9,109,596				16,703,604
EXPENSES:
Investment management fees		1,675,044					802,054				1,775,769
Distribution and service fees
Class A		648,251					195,717				875,505
Class B		478,059					559,276				326,995
Class C		204,256					116,207				367,476
Class M		736					—				—
Class Q		117					—				—
Class O		—					—				47,983
Class R		—					—				988
Transfer agent fees
Class A		191,088					80,974				235,063
Class B		35,166					81,095				30,695
Class C		15,031					16,855				34,494
Class M		68					—				—
Class I		976					—				9,166
Class Q		9					—				—
Class O		—					—				18,263
Class R		—					—				185
Administrative service fees		333,233					123,467				366,758
Shareholder reporting expense		101,110					39,345				103,429
Registration fees		43,494					36,991				56,156
Professional fees		39,635					16,309				23,800
Custody and accounting fees		42,960					17,875				50,835
Trustee fees		17,020					3,631				13,160
Insurance expense		8,628					4,326				7,324
Miscellaneous expense		13,065					9,048				7,660
Total expenses		3,847,946					2,103,170				4,351,704
Net waived and reimbursed fees		—					(108,336		)		(250,133		)
Net expenses		3,847,946					1,994,834				4,101,571
Net investment income		15,701,606					7,114,762				12,602,033

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES AND SWAPS:
Net realized gain (loss) on:
Investments		954,637					611,789				3,619,745
Foreign currency related transactions		—					64,787				(12,415		)
Futures and swaps		—					—				1,328,925
Net realized gain on investments, foreign currency related transactions, futures and swaps		954,637					676,576				4,936,255
Net change in unrealized appreciation or depreciation on:
Investments		(5,764,626			)		(987,549		)		(3,043,040		)
Foreign currency related transactions		—					(90,038		)		(325		)
Futures and swaps		—					—				419,791
Net change in unrealized depreciation on investments, foreign currency related transactions, futures and swaps		(5,764,626			)		(1,077,587		)		(2,623,574		)
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, futures and swaps		(4,809,989			)		(401,011		)		2,312,681
Increase in net assets resulting from operations		$	10,891,617				$	6,713,751			$	14,914,714

*Foreign taxes

—

60,885

650

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONS for the year ended September 30, 2005 (UNAUDITED) (CONTINUED)

	ING National Tax- Exempt Bond Fund				ING Classic Money Market Fund				ING Institutional Prime Money Market Fund
INVESTMENT INCOME:
Interest		$	646,948			$	9,410,456			$	504,567
Total investment income		646,948				9,410,456				504,567

EXPENSES:
Investment management fees		71,740				717,984				10,969
Distribution and service fees
Class A		41,401				2,026,347				—
Class B		15,900				145,880				—
Class C		9,290				24,260				—
Transfer agent fees
Class A		355				22,404				1,714
Class B		48				1,212				—
Class C		28				201				—
Administrative service fees		14,348				—				—
Shareholder reporting expense		3,370				65,466				2,742
Registration fees		22,895				20,257				4,120
Professional fees		2,722				41,707				1,372
Custody and accounting expense		458				33,003				1,714
Trustee fees		549				8,967				686
Offering expense		—				—				17,260
Insurance expense		342				6,303				—
Miscellaneous expense		826				7,709				3
Total expenses		184,272				3,121,700				40,580
Net waived and reimbursed fees		(7,488		)		(816,369		)		(17,260		)
Net expenses		176,784				2,305,331				23,320
Net investment income		470,164				7,105,125				481,247

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on:
Investments		320,295				(18,235		)		1,764
Net change in unrealized appreciation or depreciation on:
Investments		(203,647		)		—				—
Net realized and unrealized gain on investments		116,648				(18,235		)		1,764
Increase in net assets resulting from operations		$	586,812			$	7,086,890			$	483,011

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING GNMA Income Fund						ING High Yield Bond Fund
	Six Months Ended September 30, 2005			Year Ended March 31, 2005			Six Months Ended September 30, 2005			Year Ended March 31, 2005
FROM OPERATIONS:
Net investment income	$	15,701,606		$	29,646,257		$	7,114,762		$	9,567,361
Net realized gain (loss) on investments and foreign currency related transactions	954,637			(3,721,907		)	676,576			7,939,355
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions	(5,764,626		)	(23,036,826		)	(1,077,587		)	(13,173,321		)
Net increase in net assets resulting from operations	10,891,617			2,887,524			6,713,751			4,333,395

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A	(12,922,349		)	(28,659,206		)	(3,483,458		)	(4,775,952		)
Class B	(2,043,598		)	(5,047,902		)	(3,060,193		)	(3,805,317		)
Class C	(869,799		)	(2,367,634		)	(635,898		)	(986,091		)
Class M	(4,390		)	(524,100		)	—			—
Class I	(291,738		)	(10,826		)	—			—
Class Q	(2,353		)	(5,596		)	—			—
Total distributions	(16,134,227		)	(36,615,264		)	(7,179,549		)	(9,567,360		)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares	50,651,702			123,893,040			18,736,101			33,936,220
Net proceeds from shares issued in merger	—			—			—			236,998,843
Dividends reinvested	13,436,990			30,021,590			3,320,431			4,092,948
	64,088,692			153,914,630			22,056,532			275,028,011
Cost of shares redeemed	(83,977,781		)	(242,803,052		)	(56,549,355		)	(80,721,751		)
Net increase (decrease) in net assets resulting from capital share transactions	(19,889,089		)	(88,888,422		)	(34,492,823		)	194,306,260
Net increase (decrease) in net assets	(25,131,699		)	(122,616,162		)	(34,958,621		)	189,072,295

NET ASSETS:
Beginning of period	674,755,793			797,371,955			262,615,078			73,542,783
End of period	$	649,624,094		$	674,755,793		$	227,656,457		$	262,615,078
Undistributed net investment income (accumulated net investment loss) at end of period	$	725,397		$	1,158,018		$	(352,648	)	$	(287,861	)

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

	ING Intermediate Bond Fund						ING National Tax-Exempt Bond Fund
	Six Months Ended September 30, 2005			Year Ended March 31, 2005				Six Months Ended September 30, 2005			Year Ended March 31, 2005

FROM OPERATIONS:
Net investment income	$	12,602,033		$	16,300,103			$	470,164		$	861,357
Net realized gain (loss) on investments, foreign currency related transactions, futures and swaps	4,936,255			5,855,019				320,295			(15,754		)
Net change in unrealized depreciation on investments, foreign currency related transactions, futures and swaps	(2,623,574		)	(13,268,848		)		(203,647		)	(518,507		)
Net increase in net assets resulting from operations	14,914,714			8,886,274				586,812			327,096

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A	(9,327,216		)	(12,001,725		)		(403,182		)	(753,523		)
Class B	(970,906		)	(1,597,263		)		(42,274		)	(68,656		)
Class C	(1,092,244		)	(1,698,192		)		(24,708		)	(39,179		)
Class I	(1,133,079		)	(1,112,409		)		—			—
Class O	(697,730		)	(614,124		)		—			—
Class R	(6,825		)	(7,162		)		—			—
Net realized gains:
Class A	—			(5,402,910		)		—			(150,444		)
Class B	—			(1,055,176		)		—			(18,251		)
Class C	—			(1,104,030		)		—			(11,072		)
Class I	—			(338,522		)		—			—
Class O	—			(114,108		)		—			—
Class R	—			(3,136		)		—			—
Total distributions	(13,228,000		)	(25,048,757		)		(470,164		)	(1,041,125		)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares	247,131,643			277,518,838				1,036,618			2,535,080
Net proceeds from shares issued in merger	—			137,658,413				—			—
Dividends reinvested	10,404,750			18,700,295				60,896			137,637
	257,536,393			433,877,546				1,097,514			2,672,717
Cost of shares redeemed	(69,819,791		)	(165,583,293		)		(762,835		)	(1,645,347		)
Net increase in net assets resulting from capital share transactions	187,716,602			268,294,253				334,679			1,027,370
Net increase in net assets	189,403,316			252,131,770				451,327			313,341

NET ASSETS:
Beginning of period	674,395,528			422,263,758				28,143,181			27,829,840
End of period	$	863,798,844		$	674,395,528			$	28,594,508		$	28,143,181
Undistributed net investment income (accumulated net investment loss) at end of period	$	(558,490	)	$	67,477			$	(1,160	)	$	(1,160	)

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

	ING Classic Money Market Fund								ING Institutional Prime Money Market Fund
	Six Months Ended September 30, 2005			Year Ended March 31, 2005				July 28, 2005(1) to September 30, 2005

FROM OPERATIONS:
Net investment income	$	7,105,125			$	4,816,932				$	481,247
Net realized gain (loss) on investments	(18,235		)		(119,185		)			1,764
Net increase in net assets resulting from operations	7,086,890				4,697,747					483,011

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A	(6,770,363		)		(4,742,850		)			(481,247			)
Class B	(286,689		)		(68,615		)			—
Class C	(48,074		)		(5,471		)			—
Total distributions	(7,105,126		)		(4,816,936		)			(481,247			)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares	225,354,400				406,931,463					102,300,001
Net proceeds from shares issued in merger	—				73,425,807					—
Dividends reinvested	6,945,202				4,652,539					161,244
	232,299,602				485,009,809					102,461,245
Cost of shares redeemed	(210,437,281		)		(304,285,630		)			(13,500,000			)
Net increase in net assets resulting from capital share transactions	21,862,321				180,724,179					88,961,245
Net increase in net assets	21,844,085				180,604,990					88,963,009

NET ASSETS:
Beginning of period	580,963,665				400,358,675					—
End of period	$	602,807,750			$	580,963,665				$		88,963,009
Accumulated net investment loss at end of period	$	(5	)		$	(4	)			$		—

(1) Commencement of operations

See Accompanying Notes to Financial Statements

ING GNMA INCOME FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

		Class A
		Six Months Ended September 30,		Year Ended March 31,						Three Months Ended March 31,	Year Ended December 31,
		2005		2005		2004	2003	2002		2001(1)	2000(2)
Per Share Operating Performance:
Net asset value, beginning of period	$	8.52		8.91		9.00	8.53	8.63		8.41	8.08
Income (loss) from investment operations:
Net investment income	$	0.21		0.37		0.32	0.42	0.46		0.12	0.54
Net realized and unrealized gain (loss) on investments	$	(0.07	)	(0.31	)	0.02	0.49	(0.09	)	0.22	0.27
Total from investment operations	$	0.14		0.06		0.34	0.91	0.37		0.34	0.81
Less distributions from:
Net investment income	$	0.21		0.45		0.43	0.44	0.47		0.12	0.48
Total distributions	$	0.21		0.45		0.43	0.44	0.47		0.12	0.48
Net asset value, end of period	$	8.45		8.52		8.91	9.00	8.53		8.63	8.41
Total Return(3)	%	1.68		0.74		3.88	10.82	4.38		4.09	10.36

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	508,424		521,688		592,066	666,433	535,903		449,460	368,615
Ratios to average net assets:
Expenses(4)	%	1.01		0.98		1.04	1.13	1.22		1.16	1.06
Net investment income(4)	%	4.86		4.27		3.57	4.78	5.32		5.75	6.54
Portfolio turnover rate	%	29		40		128	75	76		33	65

		Class B
		Six Months Ended September 30,		Year Ended March 31,							Three Months Ended March 31,	October 6, 2000(5) to December 31,
		2005		2005		2004		2003	2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	8.48		8.87		8.96		8.50	8.61		8.40	8.20
Income (loss) from investment operations:
Net investment income	$	0.17		0.29		0.25		0.35	0.39		0.13	0.09
Net realized and unrealized gain (loss) on investments	$	(0.06	)	(0.29	)	0.02	��	0.48	(0.09	)	0.19	0.18
Total from investment operations	$	0.11		—		0.27		0.83	0.30		0.32	0.27
Less distributions from:
Net investment income	$	0.18		0.39		0.36		0.37	0.41		0.11	0.07
Total distributions	$	0.18		0.39		0.36		0.37	0.41		0.11	0.07
Net asset value, end of period	$	8.41		8.48		8.87		8.96	8.50		8.61	8.40
Total Return(3)	%	1.31		(0.02	)	3.12		9.95	3.53		3.70	3.32

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	90,397		99,130		130,339		150,549	79,302		47,406	866
Ratios to average net assets:
Expenses(4)	%	1.76		1.73		1.79		1.88	1.98		1.90	1.81
Net investment income(4)	%	4.11		3.52		2.84		3.98	4.55		4.88	5.79
Portfolio turnover rate	%	29		40		128		75	76		33	65

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Effective July 26, 2000, ING Investments, LLC became the Investment Manager of the Fund.
⁽³⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽⁴⁾	Annualized for periods less than one year.
⁽⁵⁾	Commencement of operations.

See Accompanying Notes to Financial Statements.

ING GNMA INCOME FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

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

		Class C
		Six Months Ended September 30,		Year Ended March 31,						Three Months Ended March 31,	October 13, 2000(2) to December 31,
		2005		2005		2004	2003	2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	8.49		8.88		8.97	8.51	8.61		8.40	8.24
Income (loss) from investment operations:
Net investment income	$	0.18		0.29		0.25	0.36	0.40		0.11	0.09
Net realized and unrealized gain (loss)
on investments	$	(0.07	)	(0.29	)	0.02	0.47	(0.09	)	0.21	0.14
Total from investment operations	$	0.11		—		0.27	0.83	0.31		0.32	0.23
Less distributions from:
Net investment income	$	0.18		0.39		0.36	0.37	0.41		0.11	0.07
Total distributions	$	0.18		0.39		0.36	0.37	0.41		0.11	0.07
Net asset value, end of period	$	8.42		8.49		8.88	8.97	8.51		8.61	8.40
Total Return⁽³⁾	%	1.30		(0.03	)	3.11	9.95	3.65		3.69	2.82

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	39,067		43,094		65,762	87,970	37,193		13,744	1,833
Ratios to average net assets:
Expenses⁽⁴⁾	%	1.76		1.73		1.79	1.88	1.99		1.93	1.81
Net investment income⁽⁴⁾	%	4.11		3.51		2.92	3.97	4.52		4.87	5.79
Portfolio turnover rate	%	29		40		128	75	76		33	65

		Class M
		Six Months Ended September 30,		Year Ended March 31,							February 23, 2001(2) to March 31,
		2005		2005		2004		2003	2002		2001
Per Share Operating Performance:
Net asset value, beginning of period	$	8.54		8.92		9.01		8.54	8.63		8.51
Income (loss) from investment operations:
Net investment income	$	0.19		0.33	*	0.31		0.37	0.41		0.04
Net realized and unrealized gain (loss)
on investments	$	(0.07	)	(0.30	)	(0.02	)	0.49	(0.07	)	0.08
Total from investment operations	$	0.12		0.03		0.29		0.86	0.34		0.12
Less distributions from:
Net investment income	$	0.19		0.41		0.38		0.39	0.43		—
Total distributions	$	0.19		0.41		0.38		0.39	0.43		—
Net asset value, end of period	$	8.47		8.54		8.92		9.01	8.54		8.63
Total Return⁽³⁾	%	1.42		0.33		3.30		10.29	4.03		1.41

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	194		201		312		1,111	495		247
Ratios to average net assets:
Expenses⁽⁴⁾	%	1.51		1.48		1.54		1.62	1.73		1.61
Net investment income⁽⁴⁾	%	4.36		3.76		3.23		4.19	4.81		4.88
Portfolio turnover rate	%	29		40		128		75	76		33

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Commencement of operations.
⁽³⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽⁴⁾	Annualized for periods less than one year.
*	Per share numbers have been calculated using the average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements.

ING HIGH YIELD BOND FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

		Class A
		Six Months Ended September 30,		Year Ended March 31,							Five Months Ended March 31,	Year Ended October 31,
		2005		2005		2004	2003		2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	8.75		8.88		8.29	8.74		9.36		9.24	9.96
Income (loss) from investment operations:
Net investment income	$	0.27		0.54		0.59	0.61		0.78		0.39	0.85
Net realized and unrealized gain (loss) on investments	$	(0.03	)	(0.13	)	0.60	(0.45	)	(0.62	)	0.12	(0.65	)
Total from investment operations	$	0.24		0.41		1.19	0.16		0.16		0.51	0.20
Less distributions from:
Net investment income	$	0.27		0.54		0.60	0.61		0.78		0.39	0.86
Net realized gain on investments	$	—		—		—	—		—		—	0.06
Total distributions	$	0.27		0.54		0.60	0.61		0.78		0.39	0.92
Net asset value, end of period	$	8.72		8.75		8.88	8.29		8.74		9.36	9.24
Total Return⁽²⁾	%	2.81		4.73		14.70	2.24		1.94		5.61	1.89

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	105,473		110,683		44,009	43,375		38,525		33,459	33,220
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	1.21		1.22		1.29	1.30		1.30		1.09	1.04
Gross expenses prior to expense reimbursement/recoupment⁽³⁾	%	1.35		1.33		1.33	1.43		1.79		1.63	2.16
Net investment income after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	6.18		6.12		6.81	7.48		8.67		10.24	8.75
Portfolio turnover rate	%	54		119		105	122		344		253	481

		Class B
		Six Months Ended September 30,		Year Ended March 31,							Five Months Ended March 31,	Year Ended October 31,
		2005		2005		2004	2003		2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	8.74		8.88		8.28	8.74		9.36		9.23	9.96
Income (loss) from investment operations:
Net investment income	$	0.24		0.48		0.53	0.55		0.72		0.36	0.78
Net realized and unrealized gain (loss) on investments	$	(0.02	)	(0.15	)	0.60	(0.46	)	(0.62	)	0.14	(0.66	)
Total from investment operations	$	0.22		0.33		1.13	0.09		0.10		0.50	0.12
Less distributions from:
Net investment income	$	0.24		0.47		0.53	0.55		0.72		0.37	0.79
Net realized gain on investments	$	—		—		—	—		—		—	0.06
Total distributions	$	0.24		0.47		0.53	0.55		0.72		0.37	0.85
Net asset value, end of period	$	8.72		8.74		8.88	8.28		8.74		9.36	9.23
Total Return⁽²⁾	%	2.54		3.83		14.01	1.37		1.29		5.43	1.02

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	101,080		125,603		18,753	11,584		6,673		5,025	3,702
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	1.96		1.97		2.04	2.05		2.05		1.84	1.79
Gross expenses prior to expense reimbursement/recoupment⁽³⁾	%	2.00		1.98		1.98	2.07		2.44		2.28	2.41
Net investment income after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	5.42		5.39		6.04	6.73		7.85		9.49	7.99
Portfolio turnover rate	%	54		119		105	122		344		253	481

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽³⁾	Annualized for periods less than one year.
⁽⁴⁾	The Investment Manager has agreed to limit expenses (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.

See Accompanying Notes to Financial Statements.

ING HIGH YIELD BOND FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

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

		Class C
		Six Months Ended September 30,		Year Ended March 31,							Five Months Ended March 31,	Year Ended October 31,
		2005		2005		2004	2003		2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	8.75		8.88		8.28	8.74		9.36		9.23	9.96
Income (loss) from investment operations:
Net investment income	$	0.24		0.48		0.53	0.56		0.71		0.37	0.78
Net realized and unrealized gain (loss) on investments	$	(0.03	)	(0.13	)	0.60	(0.46	)	(0.61	)	0.12	(0.66	)
Total from investment operations	$	0.21		0.35		1.13	0.10		0.10		0.49	0.12
Less distributions from:
Net investment income	$	0.24		0.48		0.53	0.56		0.72		0.36	0.79
Net realized gain on investments	$	—		—		—	—		—		—	0.06
Total distributions	$	0.24		0.48		0.53	0.56		0.72		0.36	0.85
Net asset value, end of period	$	8.72		8.75		8.88	8.28		8.74		9.36	9.23
Total Return⁽²⁾	%	2.42		3.96		14.03	1.43		1.21		5.39	1.02

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	21,104		26,330		10,780	5,281		1,633		1,314	1,578
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	1.96		1.97		2.04	2.04		2.05		1.84	1.79
Gross expenses prior to expense reimbursement/recoupment⁽³⁾	%	2.00		1.98		1.98	2.06		2.44		2.29	2.40
Net investment income after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	5.42		5.37		6.04	6.72		7.92		9.42	7.98
Portfolio turnover rate	%	54		119		105	122		344		253	481

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽³⁾	Annualized for periods less than one year.
⁽⁴⁾	The Investment Manager has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.

See Accompanying Notes to Financial Statements.

ING INTERMEDIATE BOND FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

		Class A
		Six Months Ended September 30,	Year Ended March 31,						Five Months Ended March 31,	Year Ended October 31,
		2005	2005		2004	2003	2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	10.32	10.67		10.51	9.91	10.18		9.52	9.40
Income (loss) from investment operations:
Net investment income	$	0.19	0.32		0.31	0.35	0.51		0.28	0.61
Net realized and unrealized gain (loss)
on investments	$	0.05	(0.17	)	0.32	0.77	0.42		0.66	0.12
Total from investment operations	$	0.24	0.15		0.63	1.12	0.93		0.94	0.73
Less distributions from:
Net investment income	$	0.19	0.33		0.33	0.37	0.53		0.28	0.61
Net realized gain on investments	$	—	0.17		0.14	0.15	0.67		—	—
Total distributions	$	0.19	0.50		0.47	0.52	1.20		0.28	0.61
Net asset value, end of period	$	10.37	10.32		10.67	10.51	9.91		10.18	9.52
Total Return⁽²⁾	%	2.37	1.52		6.16	11.48	9.27		10.01	8.11

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	534,203	459,850		268,086	146,649	41,503		33,597	29,893
Ratios to average net assets:
Net expenses after expense
reimbursement⁽³⁾⁽⁴⁾	%	1.00	1.00		1.10	1.14	1.15		1.13	1.00
Gross expenses prior to expense
reimbursement⁽³⁾	%	1.10	1.14		1.18	1.24	1.36		1.53	2.08
Net investment income after expense
reimbursement⁽³⁾⁽⁴⁾	%	3.55	3.08		2.91	3.21	4.93		6.94	6.48
Portfolio turnover rate	%	304	417		475	639	1,216	*	838	733

		Class B
		Six Months Ended September 30,	Year Ended March 31,						Five Months Ended March 31,	Year Ended October 31,
		2005	2005		2004	2003	2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	10.30	10.65		10.50	9.90	10.18		9.52	9.40
Income (loss) from investment operations:
Net investment income	$	0.15	0.24		0.23	0.28	0.44		0.26	0.53
Net realized and unrealized gain (loss)
on investments	$	0.06	(0.17	)	0.31	0.76	0.40		0.66	0.13
Total from investment operations	$	0.21	0.07		0.54	1.04	0.84		0.92	0.66
Less distributions from:
Net investment income	$	0.16	0.25		0.25	0.29	0.45		0.26	0.54
Net realized gain on investments	$	—	0.17		0.14	0.15	0.67		—	—
Total distributions	$	0.16	0.42		0.39	0.44	1.12		0.26	0.54
Net asset value, end of period	$	10.35	10.30		10.65	10.50	9.90		10.18	9.52
Total Return⁽²⁾	%	1.99	0.75		5.28	10.64	8.37		9.74	7.30

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	64,642	64,779		67,402	61,544	11,216		2,807	1,523
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment⁽³⁾⁽⁴⁾	%	1.75	1.75		1.85	1.89	1.90		1.88	1.74
Gross expenses prior to expense
reimbursement/recoupment⁽³⁾	%	1.75	1.79		1.83	1.89	2.01		2.18	2.33
Net investment income after expense
reimbursement/recoupment⁽³⁾⁽⁴⁾	%	2.79	2.31		2.16	2.39	4.09		6.20	5.71
Portfolio turnover rate	%	304	417		475	639	1,216	*	838	733

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽³⁾	Annualized for periods less than one year.
⁽⁴⁾	The Investment Manager has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.
*	Portfolio turnover was greater than expected during this period due to active trading undertaken in response to market conditions that existed at that time.

See Accompanying Notes to Financial Statements.

ING INTERMEDIATE BOND FUND (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

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

		Class C
		Six Months Ended September 30,	Year Ended March 31,						Five Months Ended March 31,	Year Ended October 31,
		2005	2005		2004	2003	2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	10.31	10.65		10.50	9.90	10.19		9.52	9.40
Income (loss) from investment operations:
Net investment income	$	0.15	0.24		0.23	0.28	0.44		0.26	0.54
Net realized and unrealized gain (loss)
on investments	$	0.06	(0.16	)	0.31	0.76	0.39		0.67	0.12
Total from investment operations	$	0.21	0.08		0.54	1.04	0.83		0.93	0.66
Less distributions from:
Net investment income	$	0.16	0.25		0.25	0.29	0.45		0.26	0.54
Net realized gain on investments	$	—	0.17		0.14	0.15	0.67		—	—
Total distributions	$	0.16	0.42		0.39	0.44	1.12		0.26	0.54
Net asset value, end of period	$	10.36	10.31		10.65	10.50	9.90		10.19	9.52
Total Return⁽³⁾	%	1.99	0.86		5.28	10.68	8.24		9.86	7.32

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	73,881	71,648		71,228	52,979	6,382		4,470	5,248
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment⁽⁴⁾⁽⁵⁾	%	1.75	1.75		1.85	1.90	1.90		1.85	1.73
Gross expenses prior to expense
reimbursement/recoupment⁽⁴⁾	%	1.75	1.79		1.83	1.90	2.01		2.18	2.32
Net investment income after expense
reimbursement/recoupment⁽⁴⁾⁽⁵⁾	%	2.80	2.31		2.16	2.36	4.20		6.37	5.74
Portfolio turnover rate	%	304	417		475	639	1,216	*	838	733

		Class O			Class R
		Six Months Ended September 30, 2005	August 13, 2004(2) to March 31, 2005		Six Months Ended September 30, 2005	Year Ended March 31, 2005		March 16, 2004(2) to March 31, 2004
Per Share Operating Performance:
Net asset value, beginning of period	$	10.32	10.41		10.34	10.67		10.71
Income (loss) from investment operations:
Net investment income	$	0.18	0.21		0.18	0.33		0.01
Net realized and unrealized loss on investments	$	0.06	(0.04	)	0.06	(0.16	)	(0.05	)
Total from investment operations	$	0.24	0.17		0.24	0.17		(0.04	)
Less distributions from:
Net investment income	$	0.18	0.22		0.19	0.33		—
Net realized gain on investments	$	—	0.04		—	0.17		—
Total distributions	$	0.18	0.26		0.19	0.50		—
Net asset value, end of period	$	10.38	10.32		10.39	10.34		10.67
Total Return⁽³⁾	%	2.42	1.61		2.22	1.64		(0.37	)

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	40,497	33,997		655	313		1
Ratios to average net assets:
Net expenses after expense reimbursement⁽⁴⁾⁽⁵⁾	%	1.00	0.96		1.25	1.17		1.25
Gross expenses prior to expense reimbursement⁽⁴⁾	%	1.00	1.00		1.25	1.21		1.25
Net investment income after expense reimbursement⁽⁴⁾⁽⁵⁾	%	3.55	3.19		3.34	2.96		3.20
Portfolio turnover rate	%	304	417		304	417		475

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Commencement of operations.
⁽³⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽⁴⁾	Annualized for periods less than one year.
⁽⁵⁾	The Investment Manager has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.
*	Portfolio turnover was greater than expected during this period due to active trading undertaken in response to market conditions that existed at that time

See Accompanying Notes to Financial Statements.

ING NATIONAL TAX-EXEMPT BOND FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

		Class A
		Six Months Ended September 30,	Year Ended March 31,						Five Months Ended March 31,	November 8, 1999(2) to October 31,
		2005	2005		2004	2003	2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	10.50	10.78		10.87	10.32	10.50		10.11	10.00
Income (loss) from investment operations:
Net investment income	$	0.18	0.34		0.35	0.39	0.41		0.19	0.48
Net realized and unrealized gain (loss)
on investments	$	0.05	(0.21	)	0.12	0.67	(0.18	)	0.39	0.11
Total from investment operations	$	0.23	0.13		0.47	1.06	0.23		0.58	0.59
Less distributions from:
Net investment income	$	0.18	0.34		0.35	0.39	0.41		0.19	0.48
Net realized gain on investments	$	—	0.07		0.21	0.12	—		—	—
Total distributions	$	0.18	0.41		0.56	0.51	0.41		0.19	0.48
Net asset value, end of period	$	10.55	10.50		10.78	10.87	10.32		10.50	10.11
Total Return⁽³⁾	%	2.20	1.19		4.41	10.44	2.25		5.79	6.09

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	23,501	23,296		24,082	23,647	22,868		22,074	21,592
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment⁽⁴⁾⁽⁵⁾	%	1.10	1.10		1.15	1.15	1.10		1.06	0.95
Gross expenses prior to expense
reimbursement/recoupment⁽⁴⁾	%	1.17	1.13		1.27	1.28	1.52		1.50	2.12
Net investment income after expense
reimbursement/recoupment⁽⁴⁾⁽⁵⁾	%	3.41	3.19		3.23	3.64	3.97		4.45	4.92
Portfolio turnover rate	%	26	22		31	22	27		7	50

		Class B
		Six Months Ended September 30,	Year Ended March 31,						Five Months Ended March 31,	November 8, 1999(2) to October 31,
		2005	2005		2004	2003	2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	10.50	10.77		10.86	10.31	10.48		10.09	10.00
Income (loss) from investment operations:
Net investment income	$	0.14	0.26		0.27	0.31	0.34		0.17	0.38
Net realized and unrealized gain (loss)
on investments	$	0.04	(0.20	)	0.12	0.67	(0.17	)	0.39	0.11
Total from investment operations	$	0.18	0.06		0.39	0.98	0.17		0.56	0.49
Less distributions from:
Net investment income	$	0.14	0.26		0.27	0.31	0.34		0.17	0.40
Net realized gain on investments	$	—	0.07		0.21	0.12	—		—	—
Total distributions	$	0.14	0.33		0.48	0.43	0.34		0.17	0.40
Net asset value, end of period	$	10.54	10.50		10.77	10.86	10.31		10.48	10.09
Total Return⁽³⁾	%	1.72	0.54		3.63	9.65	1.59		5.54	5.02

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	3,195	3,041		2,643	2,792	1,265		588	311
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽⁴⁾⁽⁵⁾	%	1.85	1.85		1.90	1.90	1.84		1.83	1.67
Gross expenses prior to expense reimbursement/recoupment⁽⁴⁾	%	1.82	1.78		1.92	1.94	2.16		2.17	2.32
Net investment income after expense reimbursement/recoupment⁽⁴⁾⁽⁵⁾	%	2.66	2.44		2.48	2.86	3.22		3.69	3.93
Portfolio turnover rate	%	26	22		31	22	27		7	50

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Commencement of operations.
⁽³⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽⁴⁾	Annualized for periods less than one year.
⁽⁵⁾	The Investment Manager has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.

See Accompanying Notes to Financial Statements.

ING NATIONAL TAX-EXEMPT BOND FUND (UNAUDITED) (CONTINUED)

FINANCIAL
HIGHLIGHTS

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

		Class C
		Six Months Ended September 30,	Year Ended March 31,						Five Months Ended March 31,	November 8, 1999(2) to October 31,
		2005	2005		2004	2003	2002		2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	10.50	10.78		10.87	10.33	10.49		10.11	10.00
Income (loss) from investment operations:
Net investment income	$	0.14	0.26		0.27	0.31	0.34		0.16	0.39
Net realized and unrealized gain (loss)
on investments	$	0.05	(0.21	)	0.12	0.66	(0.16	)	0.38	0.12
Total from investment operations	$	0.19	0.05		0.39	0.97	0.18		0.54	0.51
Less distributions from:
Net investment income	$	0.14	0.26		0.27	0.31	0.34		0.16	0.40
Net realized gains on investments	$	—	0.07		0.21	0.12	—		—	—
Total distributions	$	0.14	0.33		0.48	0.43	0.34		0.16	0.40
Net asset value, end of period	$	10.55	10.50		10.78	10.87	10.33		10.49	10.11
Total Return⁽³⁾	%	1.81	0.49		3.63	9.56	1.69		5.34	5.29

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	1,898	1,806		1,104	1,065	271		440	439
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment⁽⁴⁾⁽⁵⁾	%	1.85	1.85		1.90	1.90	1.83		1.81	1.68
Gross expenses prior to expense
reimbursement/recoupment⁽⁴⁾	%	1.82	1.78		1.92	1.94	2.18		2.16	2.33
Net investment income after expense
reimbursement/recoupment⁽⁴⁾⁽⁵⁾	%	2.66	2.44		2.49	2.84	3.21		3.70	4.00
Portfolio turnover rate	%	26	22		31	22	27		7	50

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Commencement of operations.
⁽³⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽⁴⁾	Annualized for periods less than one year.
⁽⁵⁾	The Investment Manager has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.

See Accompanying Notes to Financial Statements.

ING CLASSIC MONEY MARKET FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

		Class A
		Six Months						Five Months	Year
		Ended						Ended	Ended
		September 30,	Year Ended March 31,					March 31,	October 31,
		2005	2005	2004		2003	2002	2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	1.00	1.00	1.00		1.00	1.00	1.00	1.00
Income from investment operations:
Net investment income	$	0.01	0.01	0.00	*	0.01	0.03	0.02	0.06
Total from investment operations	$	0.01	0.01	0.00	*	0.01	0.03	0.02	0.06
Less distributions from:
Net investment income	$	0.01	0.01	0.00	*	0.01	0.03	0.02	0.06
Total distributions	$	0.01	0.01	0.00	*	0.01	0.03	0.02	0.06
Net asset value, end of period	$	1.00	1.00	1.00		1.00	1.00	1.00	1.00
Total Return⁽²⁾	%	1.26	1.02	0.44		1.06	2.83	2.36	5.70

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	566,598	550,091	398,997		458,964	549,999	515,651	440,651
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	0.77	0.77	0.77		0.77	0.77	0.77	0.74
Gross expenses prior to expense reimbursement⁽³⁾	%	1.07	1.08	1.16		1.27	1.27	1.30	1.42
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	2.51	1.06	0.44		1.06	2.75	5.61	5.59

		Class B
		Six Months							Five Months	Year
		Ended							Ended	Ended
		September 30,	Year Ended March 31,						March 31,	October 31,
		2005	2005	2004		2003		2002	2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	1.00	1.00	1.00		1.00		1.00	1.00	1.00
Income from investment operations:
Net investment income	$	0.01	0.01	0.00	*	0.00	*	0.02	0.02	0.05
Total from investment operations	$	0.01	0.01	0.00	*	0.00	*	0.02	0.02	0.05
Less distributions from:
Net investment income	$	0.01	0.01	0.00	*	0.00	*	0.02	0.02	0.05
Total distributions	$	0.01	0.01	0.00	*	0.00	*	0.02	0.02	0.05
Net asset value, end of period	$	1.00	1.00	1.00		1.00		1.00	1.00	1.00
Total Return⁽²⁾	%	0.97	0.57	0.15		0.43		2.21	2.11	5.03

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	31,159	26,941	816		1,156		1,987	2,714	2,706
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.32	1.33	1.07		1.40		1.37	1.41	1.38
Gross expenses prior to expense reimbursement⁽³⁾	%	1.32	1.33	1.41		1.52		1.53	1.55	1.67
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	1.97	0.94	0.15		0.46		2.27	5.10	4.93

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽³⁾	Annualized for periods less than one year.
⁽⁴⁾	The Investment Manager has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.
*	Amount is less than $0.01 per share.

See Accompanying Notes to Financial Statements.

ING CLASSIC MONEY MARKET FUND (UNAUDITED) (CONTINUED)

FINANCIAL
HIGHLIGHTS

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

		Class C
		Six Months							Five Months	Year
		Ended							Ended	Ended
		September 30,	Year Ended March 31,						March 31,	October 31,
		2005	2005	2004		2003		2002	2001(1)	2000
Per Share Operating Performance:
Net asset value, beginning of period	$	1.00	1.00	1.00		1.00		1.00	1.00	1.00
Income from investment operations:
Net investment income	$	0.01	0.01	0.00	*	0.00	*	0.02	0.02	0.05
Total from investment operations	$	0.01	0.01	0.00	*	0.00	*	0.02	0.02	0.05
Less distributions from:
Net investment income	$	0.01	0.01	0.00	*	0.00	*	0.02	0.02	0.05
Total distributions	$	0.01	0.01	0.00	*	0.00	*	0.02	0.02	0.05
Net asset value, end of period	$	1.00	1.00	1.00		1.00		1.00	1.00	1.00
Total Return⁽²⁾	%	0.98	0.58	0.14		0.42		2.20	2.08	5.03

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	5,050	3,932	546		524		590	2,583	2,035
Ratios to average net assets:
Net expenses after expense reimbursement⁽³⁾⁽⁴⁾	%	1.32	1.33	1.07		1.40		1.38	1.40	1.39
Gross expenses prior to expense reimbursement⁽³⁾	%	1.32	1.33	1.41		1.52		1.53	1.55	1.67
Net investment income after expense reimbursement⁽³⁾⁽⁴⁾	%	1.98	0.78	0.15		0.42		2.44	5.00	5.03

⁽¹⁾	The Fund changed its fiscal year end to March 31.
⁽²⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽³⁾	Annualized for periods less than one year.
⁽⁴⁾	The Investment Manager has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.
*	Amount is less than $0.01 per share.

See Accompanying Notes to Financial Statements.

ING INSTITUTIONAL PRIME MONEY MARKET FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

		July 29, 2005⁽¹⁾to September 30, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	1.00
Income from investment operations:
Net investment income	$	0.01
Total from investment operations	$	0.01
Less distributions from:
Net investment income	$	0.01
Total distributions	$	0.01
Net asset value, end of period	$	1.00
Total Return⁽²⁾	%	0.59

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	88,963
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	0.17
Gross expenses prior to expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	0.30
Net investment income after expense reimbursement⁽³⁾	%	3.51

⁽¹⁾	Commencement of operations.
⁽²⁾	Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value and excluding the deduction of sales charges. Total return for less than one year is not annualized.
⁽³⁾	Annualized for periods less than one year.
⁽⁴⁾	The Investment Manager has agreed to limit expenses, (excluding interest taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.

See Accompanying Notes to Financial Statements.

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED)

NOTE 1 — ORGANIZATION

Organization. ING Funds Trust (“Trust”) is a Delaware business trust registered as an open-end management investment company. The Trust was organized on August 6, 1998 and was established under a Trust Instrument dated June 30, 1998. It consists of six separately managed series: ING GNMA Income Fund (“GNMA Income”), ING High Yield Bond Fund (“High Yield Bond”), ING Intermediate Bond Fund (“Intermediate Bond”), ING National Tax-Exempt Bond Fund (“National Tax-Exempt Bond”), ING Classic Money Market Fund (“Money Market”) and ING Institutional Prime Money Market Fund (“Institutional Money Market”). (Each a “Fund” and collectively, the “Funds”.)

The investment objective of each Fund is described in each Fund’s prospectus.

Each Fund, except Institutional Money Market, offers at least three of the following classes of shares: Class A, Class B, Class C, Class I, Class M, Class O, Class Q and Class R. The separate classes of shares differ principally in the applicable sales charges (if any), transfer agent fees, distribution fees and shareholder servicing fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Fund and earn income and realized gains/losses from the portfolio pro rata based on the average daily net assets of each class, without distinction between share classes. Differences in per share dividend rates generally result from the differences in separate class expenses, including distribution, and shareholder servicing fees. Class B shares, along with their pro rata reinvested dividend shares, automatically convert to Class A shares approximately eight years after purchase.

ING Investments, LLC (“ING Investments”), serves as the Investment Manager to the Funds. ING Investments has engaged ING Investment Management Co. (“ING IM”), to serve as the Sub-Adviser to the Funds. ING Funds Distributor, LLC (the “Distributor”) is the principal underwriter of the Funds. The Distributor, ING Investments and INGIM are indirect, wholly-owned subsidiaries of ING Groep N.V. (“ING Groep”). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and institutional investors.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

The following significant accounting policies are consistently followed by the Funds in the preparation of their financial statements, and such policies are in conformity with accounting principles generally accepted in the United States of America 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 will be 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 Funds’ valuation procedures. U.S. Government obligations are valued by using market quotations or independent pricing services that use prices provided by marketmakers or estimates of market values obtained from yield data relating to instruments or securities with similar characteristics.

Securities and assets for which market quotations are not readily available (which may include certain restricted securities which are subject to limitations as to their sale) are valued at their fair values as determined in good faith by or under the supervision of the Funds’ Board of Directors/Trustees (“Board”), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that a Fund calculates its net asset value (“NAV”) may also be valued at their fair values as determined in good faith by or under the supervision of a Fund’s Board, in accordance with methods that are specifically authorized by the Board. If an event occurs after the time at which the market for foreign securities held by the Fund closes but before the time that the Fund’s NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time the Fund determines its NAV. In such a case, the Fund will use the fair value of such securities as determined under the Fund’s valuation procedures. Events after the close of trading on a foreign market that could require the Fund 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

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

of analysis in the determination of a security’s fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time a Fund 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 the Fund could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, the Fund is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes the Fund to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time the Fund determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Fund’s NAV. Investments in securities maturing in 60 days or less from the date of acquisition are valued at amortized cost, which, when combined with accrued interest, approximates market value.

The Money Market Funds use the amortized cost method to value their portfolios securities. The amortized cost method involves valuing a security at its cost and amortizing any discount or premium over the period until maturity.

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 funds. Premium amortization and discount accretion are determined by the effective yield method.

C. Foreign Currency Translation. The books and records of the Funds 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 Funds 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 that 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 values. Upon disposition, realized gains or losses on such securities are recorded net of foreign withholding tax.

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

D. Foreign Currency Transactions and Futures Contracts. High Yield Bond, Intermediate Bond

NOTES TO FINANCIAL STATEMENTS AS OF sEPTEMBER 30, 2005 (uNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

and National Tax-Exempt Bond may enter into foreign currency exchange transactions to convert to and from different foreign currencies and to and from the U.S. dollar in connection with the planned purchases or sales of securities. The Funds either enter into these transactions on a spot basis at the spot rate prevailing in the foreign currency exchange market or use forward foreign currency contracts to purchase or sell foreign currencies. When the contract is fulfilled or closed, gains or losses are realized. Until then, the gain or loss is included in unrealized appreciation or depreciation. Risks may arise upon entering into forward contracts from the potential inability of counterparties to meet the terms of their forward contracts and from the potential inability of counterparties to meet the terms of their forward contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar.

High Yield Bond and Intermediate Bond 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 Fund 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 Fund agrees to receive from or pay to the broker an amount equal to the daily fluctuations in the value of the contract. Such receipts or payments are known as variation margins and are recorded as unrealized gains or losses by the Fund. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

E. Distributions to Shareholders. The Funds record distributions to their shareholders on the ex-dividend date. All Funds, with the exception of GNMA Income, declare dividends daily and pay dividends monthly. GNMA Income declares and pays dividends monthly. The Funds 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 accounting principles generally accepted in the United States of America for investment companies.

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

G. Use of Estimates. Management of the Funds has made certain estimates and assumptions relating to the reporting of assets, liabilities, income, and expenses to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America for investment companies. Actual results could differ from these estimates.

H. Repurchase Agreements. Each Fund 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 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 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 Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral, and it might incur disposition costs in liquidating the collateral.

I. Securities Lending. Each Fund (except GNMA Income) 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

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

collateralize the loans with cash or U.S. Government securities. Generally, in the event of counterparty default, the Fund has the right to use collateral to offset losses incurred. There would be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Fund.

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

K. Delayed Delivery Transaction. The Funds 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 Funds’ 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 Funds are required to hold liquid assets as collateral with the Funds’ custodian sufficient to cover the purchase price.

L. Mortgage Dollar Roll Transactions. Each Fund (except National Tax-Exempt Bond) 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 Fund 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 Funds account for dollar roll transactions as purchases and sales.

M. Options Contracts. High Yield Bond and Intermediate Bond may purchase put and call options and may write (sell) put options and covered call options. The Funds may engage in option transactions as a hedge against adverse movements in the value of portfolio holdings or to increase market exposure. Option contracts are valued daily and unrealized gains or losses are recorded based upon the last sales price on the principal exchange on which the options are traded. The Funds 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 call option is that the Funds 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 Funds 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 Funds pay a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract.

N. Construction Loan Securities. GNMA Income may purchase construction loan securities, which are issued to finance building costs. The funds are disbursed as needed or in accordance with a

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

prearranged plan. The securities provide for the timely payment to the registered holder of interest at the specified rate plus scheduled installments of principal. Upon completion of the construction phase, the construction loan securities are terminated and project loan securities are issued. It is the Fund’s policy to record these GNMA certificates on trade date, and to segregate assets to cover its commitments on trade date as well.

NOTE 3 — INVESTMENT TRANSACTIONS

For the six months ended September 30, 2005, the cost of purchases and proceeds from the sales of securities, excluding short-term securities, were as follows:

	Purchases	Sales
High Yield Bond	$121,053,187	$152,330,541
Intermediate Bond	208,018,939	155,715,930

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

	Purchases	Sales
GNMA Income	$ 163,489,377	$ 181,522,778
Intermediate Bond	1,853,145,460	1,739,667,862
National Tax-Exempt Bond	7,460,846	7,009,088

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES

All Funds in this report have an Investment Management Agreement with ING Investments, LLC (the “Investment Manager”). The Investment Management Agreement compensates the Investment Manager with a fee, computed daily and payable monthly, based on the average daily net assets of each Fund, at the following annual rates:

For GNMA Income — 0.60% of the first $150 million, 0.50% of the next $250 million, 0.45% of the next $400 million and 0.40% in excess of $800 million; for High Yield Bond — 0.65% of the first $250 million, 0.60% of the next $250 million and 0.55% in excess of $500 million; for Intermediate Bond — 0.50% of the first $500 million, 0.45% of the next $500 million, 0.425% of the next $1 billion and 0.40% in excess of $2 billion; for National Tax-Exempt Bond — 0.50% on the first $100 million and 0.40% in excess of $100 million; for Money Market — 0.25%; and for Institutional Money Market — 0.08%.

The Investment Manager has entered into a Sub-Advisory Agreement with ING IM. Subject to such policies as the Board or the Investment Manager may determine, ING IM manages the Funds’ assets in accordance with the Funds’ investment objectives, policies, and limitations.

ING Funds Services, LLC (“IFS”), an indirect, wholly-owned subsidiary of ING Groep, acts as administrator and provides certain administrative and shareholder services necessary for Fund operations and is responsible for the supervision of other service providers. For its services, IFS is entitled to receive from each Fund, with the exception of Money Market and Institutional Money Market, a fee at an annual rate of 0.10% of its average daily net assets.

NOTE 5 — DISTRIBUTION AND SERVICE FEES

Each share class of the Funds (except as noted below) has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act (the “12b-1 Plans”), whereby the Distributor is reimbursed or compensated (depending on the class of shares) by the Funds for expenses incurred in the distribution of each Fund’s shares (“Distribution Fees”). Pursuant to the 12b-1 Plans, the Distributor is entitled to payment each month for expenses incurred in the distribution and promotion of each Fund’s shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or shareholder servicing fees (“Service Fees”) paid to securities dealers who have executed a distribution agreement with the Distributor. Under the 12b-1 Plans, each class of shares of the Fund pays the Distributor a Distribution and/or Service Fee based on average daily net assets at the following annual rates:

	Class A		Class B		Class C		Class M		Class O		Class Q		Class R
GNMA Income	0.25	%	1.00	%	1.00	%	0.75	%	N/A		0.25	%	N/A
High Yield Bond	0.35	%	1.00	%	1.00	%	N/A		N/A		N/A		N/A
Intermediate Bond	0.35	%	1.00	%	1.00	%	N/A		0.25	%	N/A		0.50	%
National Tax-Exempt Bond	0.35	%	1.00	%	1.00	%	N/A		N/A		N/A		N/A
Money Market	0.75	%	1.00	%	1.00	%	N/A		N/A		N/A		N/A
Institutional Money Market	N/A		N/A		N/A		N/A		N/A		N/A		N/A

During the six months ended September 30, 2005, the Distributor waived 0.10% of the Class A Distribution Fee for High Yield Bond, Intermediate Bond and National Tax-Exempt Bond.

During the six months ended September 30, 2005, the Distributor voluntarily waived Distribution and Service Fees of 0.30% for Class A of Money Market.

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 5 — DISTRIBUTION AND SERVICE FEES (continued)

certain redemptions for Class A, Class B, and Class C shares. For the six months ended September 30, 2005, the Distributor retained the following amounts in sales charges:

Class A

Class B

Class C

Class M

Shares

Initial Sales Charges

GNMA Income

$12,889

N/A

—

High Yield Bond

2,360

N/A

—

Intermediate Bond

15,503

N/A

—

National Tax-Exempt

399

N/A

—

Contingent Deferred Sales Charge

GNMA Income

15,710

N/A

4,280

N/A

High Yield Bond

5,407

N/A

977

N/A

Intermediate Bond

3,062

N/A

4,231

N/A

Money Market

1,040

N/A

1,898

N/A

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At September 30, 2005, the Funds had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

			Accrued
	Accrued		Shareholder
	Investment	Accrued	Services and	Accrued
	Management	Administrative	Distribution	Reimbursement
	Fees	Fees	Fees	Expense	Total
GNMA Income	$270,847	$53,795	$213,003	$ —	$537,645
High Yield Bond	123,859	19,055	124,593	—	267,507
Intermediate Bond	321,331	66,840	232,368	45,241	665,780
National Tax-Exempt Bond	11,791	2,358	13,073	—	27,222
Money Market	154,968	—	359,602	—	514,572
Institutional Money Market	5,716	—	—	—	5,716

At September 30, 2005, ING Life Insurance and Annuity Co., an indirect, wholly-owned subsidiary of ING Groep, held 9.84%, 21.02% and 73.57% of the shares outstanding of GNMA Income, Intermediate Bond and National Tax-Exempt Bond, respectively. Also at September 30, 2005, ING National Trust, an indirect, wholly-owned subsidiary of ING Groep, owned 14.63% of Intermediate Bond.

Each Fund has adopted a Retirement Policy covering all independent trustees of the Fund who will have served as an independent trustee for at least five years at the time of retirement. Benefits under this plan are based on an annual rate as defined in the plan agreement.

NOTE 7 — OTHER ACCRUED EXPENSES AND LIABILITIES

At September 30, 2005, Institutional Money Market had $100,000 of accrued offering expense included in Other accrued expenses and liabilities on the Statements of Assets and Liabilities that exceeded 5% of total liabilities.

NOTE 8 — EXPENSE LIMITATIONS

Pursuant to written Expense Limitation Agreements, the Investment Manager has agreed to limit expenses, excluding interest, taxes, brokerage and extraordinary expenses to the following annual expenses to average daily net assets ratios:

	Class A		Class B		Class C		Class I		Class M		Class O		Class Q		Class R
GNMA Income	1.29	%	2.04	%	2.04	%	1.04	%	1.79	%	N/A		1.29	%	N/A
High Yield Bond	1.20	%	1.95	%	1.95	%	N/A		N/A		N/A		N/A		N/A
Intermediate Bond	1.00	%	1.75	%	1.75	%	0.75	%	N/A		1.00	%	N/A		1.25	%
National Tax-Exempt Bond	1.10	%	1.85	%	1.85	%	N/A		N/A		N/A		N/A		N/A
Money Market	0.77	%	1.41	%	1.41	%	N/A		N/A		N/A		N/A		N/A

The Investment Manager has agreed to limit expenses, excluding interest, taxes, brokerage, and extraordinary expenses to 0.17% of Institutional Money Market’s average daily net assets.

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

As of September 30, 2005, the amounts of waived and reimbursed fees that are subject to possible recoupment by the Investment Manager, and the related expiration dates are as follows:

	September 30,
	2006	2007	2008	Total
High Yield Bond	—	—	$ 52,417	$ 52,417
Intermediate Bond	—	$31,024	220,012	251,036
National Tax-Exempt Bond	$ 11,944	—	—	11,944
Money Market	215,345	—	—	215,345

The Expense Limitation Agreements are contractual and shall renew automatically for one-year terms unless ING Investments 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 STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 9 — LINE OF CREDIT

All of the Funds included in this report with the exception of GNMA Income, in addition to certain other funds managed by the Investment Manager, have entered into an unsecured committed revolving line of credit agreement (the “Credit Agreement”) with The Bank of New York for an aggregate amount of $125,000,000. The proceeds may be used only to: (1) temporarily finance the purchase and sale of securities; (2) finance the redemption of shares of an investor in the Funds; and (3) enable the Funds to meet other emergency expenses as defined in the Credit Agreement. The Funds to which the line of credit is available pay a commitment fee equal to 0.09% per annum on the daily unused portion of the committed line amount payable quarterly in arrears.

During the six months ended September 30, 2005, High Yield Bond utilized the line of credit for 1 day with an approximate average daily balance of $1,510,000 and an approximate weighted average interest rate of 3.26%.

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Class A Shares						Class B Shares						Class C Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30,			March 31,			September 30,			March 31,			September 30,			March 31,
	2005			2005			2005			2005			2005			2005
GNMA Income (Number of Shares)
Shares sold	4,818,092			11,936,769			482,389			1,139,243			479,386			794,628
Dividends reinvested	1,329,511			2,880,147			153,320			372,746			59,658			160,143
Shares redeemed	(7,223,658		)	(20,045,296		)	(1,578,661		)	(4,519,492		)	(976,221		)	(3,286,313		)
Net decrease in shares outstanding	(1,076,055		)	(5,228,380		)	(942,952		)	(3,007,503		)	(437,177		)	(2,331,542		)

GNMA Income ($)
Shares sold	$	41,087,595		$	103,248,084		$	4,097,824		$	9,812,626		$	4,076,494		$	6,841,947
Dividends reinvested	11,331,660			24,892,865			1,301,442			3,211,230			506,973			1,380,904
Shares redeemed	(61,586,592		)	(173,168,149		)	(13,396,712		)	(38,876,603		)	(8,294,429		)	(28,306,311		)
Net decrease	$	(9,167,337	)	$	(45,027,200	)	$	(7,997,446	)	$	(25,852,747	)	$	(3,710,962	)	$	(20,083,460	)

	Class I Shares						Class M Shares						Class Q Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30,			March 31,			September 30,			March 31,			September 30,			March 31,
	2005			2005			2005			2005			2005			2005
GNMA Income (Number of Shares)
Shares sold	162,710			460,536			—			12			—			—
Dividends reinvested	34,211			60,608			347			858			260			583
Shares redeemed	(78,324		)	(267,754		)	(925		)	(12,295		)	(2,752		)	(3,468		)
Net increase (decrease) in shares outstanding	118,597			253,390			(578		)	(11,425		)	(2,492		)	(2,885		)

GNMA Income ($)
Shares sold	$	1,389,789		$	3,990,291		$	—		$	92		$	—		$	—
Dividends reinvested	291,738			524,103			2,959			7,441			2,218			5,047
Shares redeemed	(668,628		)	(2,315,639		)	(7,918		)	(106,523		)	(23,502		)	(29,827		)
Net increase (decrease)	$	1,012,899		$	2,198,755		$	(4,959	)	$	(98,990	)	$	(21,284	)	$	(24,780	)

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A Shares						Class B Shares						Class C Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30,			March 31,			September 30,			March 31,			September 30,			March 31,
	2005			2005			2005			2005			2005			2005
High Yield Bond (Number of Shares)
Shares sold	1,896,581			2,590,514			203,417			770,877			44,358			442,032
Shares issued in merger	—			9,802,063			—			14,680,633			—			2,015,478
Dividends reinvested	183,260			213,375			162,776			191,276			32,791			53,461
Shares redeemed	(2,642,989		)	(4,907,225		)	(3,139,528		)	(3,390,430		)	(668,042		)	(715,334		)
Net increase (decrease) in shares outstanding	(563,148		)	7,698,727			(2,773,335		)	12,252,356			(590,893		)	1,795,637

High Yield Bond ($)
Shares sold	$	16,561,166		$	23,138,944		$	1,784,065		$	6,867,884		$	390,870		$	3,929,392
Shares issued in merger	—			87,682,572			—			131,283,737			—			18,032,534
Dividends reinvested	1,607,240			1,906,830			1,425,832			1,710,350			287,359			475,768
Shares redeemed	(23,259,931		)	(43,896,845		)	(27,472,509		)	(30,458,250		)	(5,816,915		)	(6,366,656		)
Net increase (decrease)	$	(5,091,525	)	$	68,831,501		$	(24,262,612	)	$	109,403,721		$	(5,138,686	)	$	16,071,038

	Class A Shares						Class B Shares						Class C Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30,			March 31,			September 30,			March 31,			September 30,			March 31,
	2005			2005			2005			2005			2005			2005
Intermediate Bond (Number of Shares)
Shares sold	9,991,043			20,020,281			636,312			1,242,856			1,008,585			2,376,896
Shares issued in merger	—			7,782,918			—			281,573			—			178,918
Dividends reinvested	712,960			1,290,740			60,427			162,414			56,669			145,287
Shares redeemed	(3,743,014		)	(9,777,963		)	(739,111		)	(1,730,794		)	(881,953		)	(2,438,209		)
Net increase (decrease) in shares outstanding	6,960,989			19,315,976			(42,372		)	(43,951		)	183,301			262,892

Intermediate Bond ($)
Shares sold	$	104,358,286		$	208,496,288		$	6,634,123		$	12,918,869		$	10,522,941		$	24,752,573
Shares issued in merger	—			81,024,830			—			2,925,680			—			1,860,336
Dividends reinvested	7,456,956			13,432,920			630,700			1,686,232			591,956			1,509,860
Shares redeemed	(37,067,179		)	(101,648,431		)	(7,704,331		)	(17,962,624		)	(9,191,484		)	(25,320,455		)
Net increase (decrease)	$	74,748,063		$	201,305,607		$	(439,508	)	$	(431,843	)	$	1,923,413		$	2,802,314

	Class I Shares						Class O Shares						Class R Shares
	Period			Year			Period			August 13,			Period			Year
	Ended			Ended			Ended			2004⁽¹⁾ to			Ended			Ended
	September 30,			March 31,			September 30,			March 31,			September 30,			March 31,
	2005			2005			2005			2005			2005			2005
Intermediate Bond (Number of Shares)
Shares sold	10,631,022			1,105,426			1,335,605			1,847,824			46,178			51,163
Shares issued at merger	—			2,462,195			—			2,517,767			—			—
Dividends reinvested	103,805			134,583			61,142			64,256			130			—
Shares redeemed	(527,681		)	(822,774		)	(786,869		)	(1,136,816		)	(13,536		)	(20,940		)
Net increase in shares outstanding	10,207,146			2,879,430			609,878			3,293,031			32,772			30,223

Intermediate Bond ($)
Shares sold	$	111,196,051		$	11,537,314		$	13,937,872		$	19,277,116		$	482,370		$	536,678
Shares issued at merger	—			25,636,140			—			26,211,427			—			—
Dividends reinvested	1,084,245			1,401,462			639,535			669,961			1,358			—
Shares redeemed	(5,502,424		)	(8,577,165		)	(8,190,296		)	(11,856,189		)	(164,077		)	(218,569		)
Net increase	$	106,777,872		$	29,997,751		$	6,387,111		$	34,302,315		$	319,651		$	318,109

(1) Commencenment of operations.

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class A Shares						Class B Shares						Class C Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30,			March 31,			September 30,			March 31,			September 30,			March 31,
	2005			2005			2005			2005			2005			2005
National Tax-Exempt Bond (Number of Shares)
Shares sold	40,786			41,636			35,907			102,559			20,936			95,788
Dividends reinvested	2,678			6,613			2,074			4,182			979			2,212
Shares redeemed	(33,294		)	(64,637		)	(24,534		)	(62,425		)	(13,988		)	(28,473		)
Net increase (decrease) in shares outstanding	10,170			(16,388		)	13,447			44,316			7,927			69,527

National Tax-Exempt Bond ($)
Shares sold	$	433,543		$	441,706		$	380,329		$	1,083,239		$	222,746		$	1,010,135
Dividends reinvested	28,461			69,992			22,028			44,217			10,407			23,428
Shares redeemed	(354,884		)	(684,691		)	(260,225		)	(659,861		)	(147,726		)	(300,795		)
Net increase (decrease)	$	107,120		$	(172,993	)	$	142,132		$	467,595		$	85,427		$	732,768

	Class A Shares						Class B Shares						Class C Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30,			March 31,			September 30,			March 31,			September 30,			March 31,
	2005			2005			2005			2005			2005			2005
Money Market (Number of Shares)
Shares sold	190,027,081			370,502,330			31,122,370			36,332,099			4,204,931			97,034
Shares issued at merger	—			53,558,965			—			16,217,548			—			3,649,294
Dividends reinvested	6,660,083			4,586,322			248,762			61,152			36,357			5,136
Shares redeemed	(180,160,533		)	(277,466,617		)	(27,153,476		)	(26,461,630		)	(3,123,272		)	(357,383		)
Net increase in shares outstanding	16,526,631			151,181,000			4,217,656			26,149,169			1,118,016			3,394,081

Money Market ($)
Shares sold	$	190,027,084		$	370,502,330		$	31,122,385		$	36,332,099		$	4,204,931		$	97,034
Shares issued at merger	—			53,558,965			—			16,217,548			—			3,649,294
Dividends reinvested	6,660,083			4,586,251			248,762			61,152			36,357			5,136
Shares redeemed	(180,160,533		)	(277,466,617		)	(27,153,476		)	(26,461,630		)	(3,123,272		)	(357,383		)
Net increase	$	16,526,634		$	151,180,929		$	4,217,671		$	26,149,169		$	1,118,016		$	3,394,081

	Class A Shares
	July 28, 2005⁽¹⁾
	to
	September 30,
	2005
Institutional Prime Money Market
(Number of Shares)
Shares sold	102,300,001
Dividends reinvested	161,244
Shares redeemed	(13,500,000		)
Net increase (decrease) in shares outstanding	88,961,245

Institutional Prime Money Market ($)
Shares sold	$	102,300,001
Dividends reinvested	161,244
Shares redeemed	(13,500,000		)
Net increase	$	88,961,245

(1) Commencement of Operations

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 11 — CREDIT RISK AND DEFAULTED SECURITIES

Although each Fund has a diversified portfolio, High Yield Bond Fund invests substantially in lower rated and comparable quality unrated high yield securities. Investments in high yield securities are accompanied by a greater degree of credit risk and such lower rated securities tend to be more sensitive to economic conditions than higher rated securities. The risk of loss due to default by the issuer may be significantly greater for the holders of high yielding securities, because such securities are generally unsecured and are often subordinated to other creditors of the issuer.

High Yield Bond held the following defaulted securities at September 30, 2005.

Security	Market Value
Adelphia Business Solutions		$	6
ICG Services, Inc.		4
International Utility Structures, Inc.		2
Source Media, Inc.		1
WinStar Communications, Inc.		625
		$	638

For financial reporting purposes, it is each Fund’s accounting practice to discontinue the accrual of income and to provide an estimate for probable losses due to unpaid interest income on defaulted bonds for the current reporting period.

NOTE 12 — 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 accounting principles generally accepted in the United States of America for investment companies. These book/tax differences may be either temporary or permanent. Permanent differences are reclassified within the capital accounts based on their federal tax-basis treatment; temporary differences are not reclassified. Key differences include the treatment of short-term capital gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as distributions of paid-in capital.

Dividends paid by the Fund 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:

	Six Months Ended September 30, 2005			Year Ended March 31, 2005
						Tax-
		Ordinary		Ordinary		Exempt		Long-Term
		Income		Income		Income		Capital Gains
GNMA Income		$	16,134,227	$	36,615,264	$	—	$	—
High Yield Bond		7,179,549		9,567,361		—		—
Intermediate Bond		13,228,000		23,745,777		—		1,302,980
National Tax-Exempt Bond		470,164		4,862		857,915		178,348
Money Market		7,105,126		4,816,936		—		—
Institutional Money Market		481,247		—		—		—

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 March 31, 2005 were:

									Post
	Undistributed		Undistributed		Undistributed		Unrealized		October			Capital
	Ordinary		Tax-Exempt		Long Term		Appreciation/		Losses			Loss			Expiration
	Income		Income		Capital Gains		Depreciation		Deferred			Carryforwards			Dates
GNMA Income	$	1,158,018	$	—	$	—	$	11,533,310	$	(3,539,500	)	$	(4,473,153	)	2006
												(1,688,098		)	2007
												(2,870,184		)	2008
												(527,639		)	2010
												(1,009,937		)	2012
												(5,795,720		)	2013
												$	(16,364,731	)

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 12 — FEDERAL INCOME TAXES (continued)

										Post
	Undistributed		Undistributed		Undistributed		Unrealized			October			Capital
	Ordinary		Tax-Exempt		Long Term		Appreciation/			Losses			Loss			Expiration
	Income		Income		Capital Gains		Depreciation			Deferred			Carryforwards			Dates
High Yield Bond	$	709,520	$	—	$	—	$	(16,440,933	)	$	—		$	(47,276,599	)	2006
													(27,206,911		)	2007
													(78,500,574		)	2008
													(115,139,658		)	2009
													(79,792,137		)	2010
													(69,190,309		)	2011
													(6,099,584		)	2012
													$	(423,205,772	)
Intermediate Bond	1,515,969		—		993,569		(6,326,086		)	—			$	—
National Tax-
Exempt Bond	—		69,152		—		1,156,770			(33,547		)	$	—
Money Market	35,366		—		—		—			(56,132		)	$	(1,443	)	2010
													(36,198		)	2011
													(18,913		)	2012
													(63,053		)	2013
													$	(119,607	)

NOTE 13 — REORGANIZATIONS

On August 16, 2004, October 23, 2004 and March 13, 2005, ING Intermediate Bond Fund, ING High Yield Bond Fund and ING Money Market Fund, respectively, as listed below (“Acquiring Fund”), acquired the assets and certain liabilities of the ING Bond Fund, ING High Yield Opportunity Fund, ING Money Market Fund and ING Lexington Money Market Trust, respectively, also listed below (“Acquired Fund”), in a tax-free reorganization in exchange for shares of the Acquiring Fund, pursuant to a plan of reorganization approved by the Acquired Fund’s shareholders. The number and value of shares issued by the Acquiring Funds are presented in Note 9 — Capital Shares. Net assets and unrealized appreciation as of the reorganization dates were as follows:

								Acquired Fund
								Unrealized
Acquiring	Acquired	Total Net Assets of			Total Net Assets of			Appreciation/				Conversion
Fund	Fund	Acquired Fund (000)			Acquiring Fund (000)			Depreciation (000)				Ratio

ING Intermediate Bond Fund	ING Bond Fund		$	137,658		$	448,460		$	1,584		1.01
ING High Yield Bond Fund	ING High Yield Opportunities Fund		236,999			73,458			(6,510		)	0.81
ING Classic Money Market Fund	ING Money Market Fund		33,880			488,618			—			1.00
ING Classic Money Market Fund	ING Lexington Money Market Trust		39,474			488,618			—			1.00

The net assets of the ING Intermediate Bond Fund, ING High Yield Bond Fund and ING Classic Money Market Fund after the acquisition were approximately $586,118,000, $310,457,000 and $561,972,000, respectively.

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 13 — ILLIQUID SECURITIES

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

		Principal	Initial					Percent
		Amount/	Acquisition					of Net
Fund	Security	Shares	Date	Cost		Value		Assets
High Yield Bond	Adelphia Business Solutions	61,806	7/20/00	$	—	$	6	0.0	%
	Comforce Corp.	92,950	12/23/98	—		930		0.0
	Dayton Superior Corp.	3,100	8/10/00	—		31		0.0
	GT Group Telecom, Inc.	500	3/19/03	—		—		0.0
	ICG Communications, Inc.	6,600	8/3/95	—		1		0.0
	ICG Services, Inc., 0.000%, due 02/15/08	3,600,000	3/6/00	3,349,509		4		0.0
	International Utility Structures, Inc., 0.000%, due 02/01/08	2,456,000	8/1/01	1,154,358		2		0.0
	International Wireless Communications Holdings, Inc.	483,445	8/9/96	8,404,221		31,424		0.0
	Jordan Telecommunications	2,350	1/31/00	—		56,964		0.0
	North Atlantic Trading Co.	17,906	3/26/04	210,182		18		0.0
	O’ Sullivan Industries, Inc.	373	3/19/03	—		—		0.0
	O’ Sullivan Industries, Inc.	1,000	3/19/03	—		—		0.0
	Russell-Stanley Holdings, Inc.	100,000	11/28/00	346,704		10		0.0
	Source Media, Inc., 0.000%, due 11/01/49	623,056	7/25/03	—		1		0.0
	WinStar Communications, Inc., 0.000%, due 04/15/10	6,250,000	1/12/01	4,337,809		625		0.0
				$	17,802,783	$	90,016	0.0	%

Intermediate Bond	Alpine III, 4.330%, due 08/16/14	434,000	8/16/04	$	434,000	$	435,201	0.1	%
	Alpine III, 4.740%, due 08/16/14	434,000	8/16/04	434,000		435,046		0.0
	Alpine III, 6.540%, due 08/16/14	739,000	8/16/04	747,529		742,229		0.1
	Alpine III, 9.790%, due 08/16/14	1,241,000	8/16/04	1,257,156		1,277,019		0.1
	Nordea Kredit Realkreditaktieselskab, 6.000%, due 07/01/29	102	7/1/29	17		17		0.0
				$	2,872,702	$	2,889,512	0.3	%

NOTE 14 — SECURITIES LENDING

Under an agreement with The Bank of New York (“BNY”), the Funds (except GNMA Income) can lend their securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. Government securities. The collateral must be in an amount equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the “Agreement”). The securities purchased with cash collateral received are reflected in the Portfolio of Investments. Generally, in the event of counterparty default, the Funds 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 Funds in the event the Funds are delayed or prevented from exercising their right to dispose of the collateral. The Funds bear the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Fund. At September 30, 2005, the following Fund had securities on loan with the following market value:

	Value of
	Securities	Value of
Portfolio	Loaned	Collateral
Intermediate Bond	$185,179,131	$189,517,473

NOTE 15 — SUBSEQUENT EVENTS

Subsequent to September 30, 2005, the following Funds declared dividends from net investment income,

	Per Share
	Amount	Payable Date	Record Date

GNMA Income
Class A	$ 0.0360	October 5, 2005	September 30, 2005
Class B	0.0307	October 5, 2005	September 30, 2005
Class C	0.0308	October 5, 2005	September 30, 2005
Class I	0.0382	October 5, 2005	September 30, 2005
Class M	0.0326	October 5, 2005	September 30, 2005
Class Q	0.0364	October 5, 2005	September 30, 2005
Class A	0.0360	November 3, 2005	October 31, 2005
Class B	0.0307	November 3, 2005	October 31, 2005
Class C	0.0305	November 3, 2005	October 31, 2005
Class I	0.0383	November 3, 2005	October 31, 2005
Class M	0.0325	November 3, 2005	October 31, 2005
Class Q	0.0365	November 3, 2005	October 31, 2005

High Yield Bond
Class A	$ 0.0469	November 1, 2005	Daily
Class B	0.0414	November 1, 2005	Daily
Class C	0.0414	November 1, 2005	Daily

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 15 — SUBSEQUENT EVENTS (continued)

	Per Share
	Amount	Payable Date	Record Date

Intermediate Bond
Class A	$0.0358	November 1, 2005	Daily
Class B	0.0292	November 1, 2005	Daily
Class C	0.0292	November 1, 2005	Daily
Class I	0.0381	November 1, 2005	Daily
Class R	0.0334	November 1, 2005	Daily
Class O	0.0351	November 1, 2005	Daily

National Tax-Exempt Bond
Class A	$0.0316	November 1, 2005	Daily
Class B	0.0249	November 1, 2005	Daily
Class C	0.0249	November 1, 2005	Daily

Money Market
Class A	$0.0026	November 1, 2005	Daily
Class B	0.0021	November 1, 2005	Daily
Class C	0.0021	November 1, 2005	Daily

Institutional Money Market
	$0.0032	November 1, 2005	Daily

NOTE 16 — INFORMATION REGARDING TRADING OF ING’s U.S. MUTUAL FUNDS

ING Investments 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. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

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

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

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

In September 2005, ING Funds Distributor, LLC (“IFD”), the distributor of certain ING Funds, settled an administrative proceeding with the NASD regarding three arrangements, dating from 1995, 1996 and 1998, under which the administrator to the then-Pilgrim Funds, which subsequently became part of the ING Funds, entered into formal and informal arrangements that permitted frequent trading. Under the terms of the Letter of Acceptance, Waiver and Consent (“AWC”) with the NASD, under which IFD neither admitted nor denied the allegations or findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING Funds for losses attributable to excessive trading described in the AWC; and (iv) agreement to make certification to NASD regarding the review and establishment of certain procedures.

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

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

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 16 — INFORMATION REGARDING TRADING OF ING’s U.S. MUTUAL FUNDS (continued)

with a broker-dealer that engaged in frequent trading. Employees of ING affiliates were terminated and/or disciplined in connection with these matters.

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

For additional information regarding these matters, you may consult the Form 8-K and Form 8-K/A for each of four life insurance companies, ING USA Annuity and Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance Company of America, and ReliaStar Life Insurance Company of New York, each filed with the Securities and Exchange Commission (the “SEC”) on October 29, 2004 and September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the SEC’s Web site at http://www.sec.gov. Despite the extensive internal review conducted through independent special counsel and a national accounting firm, there can be no assurance that the instances of inappropriate trading reported to the Board are the only instances of such trading respecting the ING Funds.

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

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

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

• The ING Funds, upon a recommendation from ING, updated their respective Codes of Ethics applicable to investment professionals with ING entities and certain other fund personnel, requiring such personnel to pre-clear any purchases or sales of ING Funds that are not systematic in nature (i.e., dividend reinvestment), and imposing minimum holding periods for shares of ING Funds.

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

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

As has been widely reported in the media, the New York Attorney General’s office (“NYAG”) is conducting broad investigations regarding insurance quoting and brokerage practices. ING U.S. has been subpoenaed in this regard, and is cooperating fully with these NYAG requests for information.

ING U.S. believes that its practices are consistent with our business principles and our commitment to our customers.

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.

		PORTFOLIO OF INVESTMENTS
ING GNMA INCOME FUND		as of September 30, 2005 (Unaudited)

Principal
Amount							Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 90.8%

			Federal Government Loan
			Mortgage Corporation: 0.2%
$	123,938		7.000%, due 11/01/14				$	129,479
742,523			7.500%, due 01/01/30-12/01/14				785,025
100,261			8.000%, due 01/01/30				107,013
							1,021,517

			Federal National Mortgage
			Association: 0.2%
121,769			6.500%, due 06/01/14				126,075
156,268			7.000%, due 03/01/15				163,408
211,782			7.500%, due 05/01/28				224,524
579,429			8.500%, due 08/01/11-09/01/15				616,098
							1,130,105

			Government National
			Mortgage Association: 90.4%
8,371,680			3.750%, due 05/20/34				8,210,853
69,819,957			5.000%, due 04/15/29-09/15/35				69,098,887
158,718,393			5.500%, due 04/20/29-05/15/35				160,328,891
534,120			5.650%, due 07/15/29				539,249
128,795,046			6.000%, due 07/15/28-04/20/35				131,839,246
653,183			6.250%, due 04/15/26-04/15/28				676,631
130,933			6.340%, due 02/15/29				130,378
1,547,529			6.400%, due 10/15/33				1,580,237
1,144,315			6.470%, due 09/15/33				1,170,043
20,663,513			6.500%, due 02/15/22-12/20/34				21,527,136
5,285,024			6.625%, due 01/15/34-01/15/40				5,454,662
1,684,154			6.650%, due 10/15/14-06/15/30				1,797,058
3,480,743			6.670%, due 01/15/40				3,622,433
6,132,080			6.687%, due 07/15/40				6,493,184
253,379			6.700%, due 12/15/14				257,044
8,372,372			6.750%, due 06/15/13-01/15/41				8,826,430
2,816,815			6.810%, due 07/15/39				2,974,912
3,997,647			6.820%, due 05/15/27-04/15/34				4,193,089
9,706,590			6.840%, due 10/15/36				10,580,133
1,783,061			6.870%, due 03/15/39				1,890,660
3,233,748			6.875%, due 02/15/40				3,426,742
2,134,600			6.900%, due 01/15/32				2,336,364
36,601,073			7.000%, due 07/15/22-06/15/34				38,555,685
8,862,747			7.010%, due 02/15/37				9,633,531
5,503,097			7.100%, due 11/15/39				5,918,647
8,858,612			7.125%, due 09/15/39				9,356,316
3,299,908			7.150%, due 07/15/36				3,571,828
1,610,742			7.250%, due 10/15/27-09/15/31				1,736,247
2,917,026			7.300%, due 08/15/36				3,141,652
3,479,660			7.500%, due 12/15/19-09/15/32				3,656,969
4,934,935			7.600%, due 08/15/31				5,350,119
9,349,695			7.625%, due 07/15/38				9,876,486
65,136			7.650%, due 12/15/12				66,994
383,336			7.700%, due 08/15/13				395,136
3,249,882			7.750%, due 06/15/14-12/15/35				3,421,411
1,002,206			7.800%, due 05/15/19-01/15/42				1,106,744
9,715,069			7.875%, due 09/15/29-04/15/38				10,101,101
8,086,219			8.000%, due 12/15/14-01/15/38				8,438,351
96,015			8.050%, due 07/15/19-04/15/31				103,986
1,133,488			8.100%, due 06/15/12-07/15/12				1,156,207
4,942,319			8.125%, due 05/15/38				5,164,534
3,720,901			8.150%, due 12/15/11-09/15/15				3,803,806
4,473,093			8.200%, due 10/15/11-05/15/13				4,546,376
2,020,958			8.250%, due 10/15/24-03/15/41				2,135,901
6,770,805			8.500%, due 10/15/31				7,084,255
$	43,919		8.750%, due 06/15/27				$	45,863
1,981,154			9.000%, due 11/15/27-12/15/34				2,083,948
							587,406,355

			Total U.S. Government
			Agency Obligations
			(Cost $583,448,854)				589,557,977

U.S. TREASURY OBLIGATIONS: 3.4%

			U.S. Treasury Bonds: 3.4%
20,000,000			5.375%, due 02/15/31				22,412,520
							22,412,520
			Total U.S. Treasury Obligations
			(Cost $22,766,180)				22,412,520
			Total Long-Term Investments
			(Cost $606,215,034)				611,970,497

SHORT-TERM INVESTMENTS: 5.3%

		U.S. Treasury Bills: 5.3%
35,000,000		3.370%, due 01/05/06					34,684,685
		Total Short-Term Investments
		(Cost $34,670,053)					34,684,685
		Total Investments in
		Securities (Cost
		$640,885,087)*		99.5		%	$	646,655,182
		Other Assets and
		Liabilities-Net			0.5		2,968,912
		Net Assets			100.0	%	$	649,624,094

Government National Mortgage Association (“GNMA”) manages a program of Mortgage-backed securities in order to attract funds for secondary mortgages and provide liquidity for existing mortgage securities. GNMA is a quasi-government agency.

Federal Home Loan Mortgage Corporation (“FHLMC”) purchase mortgages from a mortgage originator and holds them as investments in its portfolio, or securitizes them. FHLMC is a private organization.

* Cost for federal income tax purposes is $640,914,663. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	11,668,583
Gross Unrealized Depreciation	(5,928,064		)
Net Unrealized Appreciation	$	5,740,519

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING HIGH YIELD BOND FUND		as of September 30, 2005 (Unaudited)

Principal
Amount				Value
CORPORATE BONDS/NOTES: 97.4%

			Advertising: 0.2%
$	555,000	#	Vertis, Inc., 13.500%,
			due 12/07/09	$	474,525
				474,525

			Aerospace/Defense: 1.3%
1,045,000			DRS Technologies, Inc.,
			6.875%, due 11/01/13	1,013,650
515,000			L-3 Communications Corp.,
			6.125%, due 07/15/13	515,000
435,000			L-3 Communications Corp.,
			7.625%, due 06/15/12	458,925
825,000			Sequa Corp., 8.875%,
			due 04/01/08	862,125
50,000			Sequa Corp., 9.000%,
			due 08/01/09	53,250
				2,902,950

			Apparel: 1.6%
750,000			Levi Strauss & Co., 8.254%,
			due 04/01/12	751,875
1,530,000			Phillips-Van Heusen, 8.125%,
			due 05/01/13	1,614,150
1,365,000			Russell Corp., 9.250%,
			due 05/01/10	1,385,475
				3,751,500

			Auto Manufacturers: 0.4%
1,155,000			Ford Motor Co., 7.450%,
			due 07/16/31	906,675
				906,675

			Auto Parts and Equipment: 0.9%
975,000			Accuride Corp., 8.500%,
			due 02/01/15	960,375
310,000		#	Commercial Vehicle Group, Inc.,
			8.000%, due 07/01/13	313,100
30,000			Dura Operating Corp., 8.625%,
			due 04/15/12	26,850
695,000			Visteon Corp., 8.250%,
			due 08/01/10	663,725
				1,964,050

			Building Materials: 1.1%
1,905,000		@@	Ainsworth Lumber Co., Ltd.,
			6.750%, due 03/15/14	1,733,550
900,000			Ply Gem Industries Inc.,
			9.000%, due 02/15/12	760,500
				2,494,050

			Chemicals: 3.7%
220,000			Equistar Funding Corp.,
			10.625%, due 05/01/11	240,900
1,215,000			IMC Global, Inc., 10.875%,
			due 06/01/08	1,379,025
2,890,000			Lyondell Chemical Co.,
			9.625%, due 05/01/07	3,048,950
1,290,000			Nalco Co., 7.750%,
			due 11/15/11	1,325,475
720,000			PolyOne Corp., 8.875%,
			due 05/01/12	686,700
$	915,000	#	Rockwood Specialties
			Group, Inc., 7.500%,
			due 11/15/14	$	892,125
851,000			Rockwood Specialties
			Group, Inc., 10.625%,
			due 05/15/11	931,845
				8,505,020

			Commercial Services: 1.6%
900,000			Cenveo Corp., 7.875%,
			due 12/01/13	873,000
290,000			Cenveo Corp., 9.625%,
			due 03/15/12	312,475
1,650,000			Corrections Corp. of America,
			7.500%, due 05/01/11	1,709,813
430,000			United Rentals North America,
			Inc., 6.500%, due 02/15/12	417,100
290,000			United Rentals North America,
			Inc., 7.000%, due 02/15/14	270,425
				3,582,813

			Computers: 0.7%
1,110,000		#	Sungard Data Systems, Inc.,
			9.125%, due 08/15/13	1,155,787
465,000		#	Sungard Data Systems, Inc.,
			10.250%, due 08/15/15	473,138
				1,628,925

			Distribution/Wholesale: 0.4%
870,000			Aviall, Inc., 7.625%,
			due 07/01/11	900,450
				900,450

			Diversified Financial Services: 5.1%
235,000			Alamosa Delaware, Inc.,
			8.500%, due 01/31/12	252,038
800,000		#	Astoria Depositor Corp.,
			8.144%, due 05/01/21	795,420
620,000			Ford Motor Credit Co.,
			4.950%, due 01/15/08	590,326
385,000			Ford Motor Credit Co.,
			6.625%, due 06/16/08	376,518
500,000			General Motors Acceptance
			Corp., 5.125%, due 05/09/08	465,722
620,000			General Motors Acceptance
			Corp., 6.125%, due 02/01/07	616,549
465,000			General Motors Acceptance
			Corp., 6.750%, due 12/01/14	405,136
1,000,000			General Motors Acceptance
			Corp., 6.875%, due 09/15/11	910,686
140,000			General Motors Acceptance
			Corp., 8.000%, due 11/01/31	122,549
1,505,000			Global Cash Finance Corp.,
			8.750%, due 03/15/12	1,625,400
920,000		#	Rainbow National Services,
			LLC, 8.750%, due 09/01/12	985,550
930,000			Universal City Development
			Partners, 11.750%,
			due 04/01/10	1,055,550
375,000			Universal City Florida Holding
			Co. I/II, 8.443%, due 05/01/10	390,938
1,180,000		W	Vanguard Health Holding
			Co. II, LLC, 9.000%,
			due 10/01/14	1,262,600

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING HIGH YIELD BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Diversified Financial Services
			(continued)
$	1,825,000	W	Visant Corp., 7.625%,
			due 10/01/12	$	1,852,374
				11,707,356

			Electric: 8.9%
875,000		#	AES Corp., 8.750%,
			due 05/15/13	962,500
1,475,000			AES Corp., 8.875%,
			due 02/15/11	1,607,750
1,065,000		#	Allegheny Energy Supply,
			8.250%, due 04/15/12	1,203,450
2,050,000			Aquila, Inc., 7.625%,
			due 11/15/09	2,152,500
2,690,000			CMS Energy Corp., 7.500%,
			due 01/15/09	2,831,225
1,272,448			Homer City Funding, LLC,
			8.734%, due 10/01/26	1,520,575
860,000		#	Inergy LP/Inergy Finance
			Corp., 6.875%, due 12/15/14	825,600
3,325,000			Midwest Generation, LLC,
			8.300%, due 07/02/09	3,501,640
1,665,000			Nevada Power Co., 5.875%,
			due 01/15/15	1,649,442
1,509,000			Nevada Power Co., 10.875%,
			due 10/15/09	1,674,990
665,000			TECO Energy, Inc., 7.500%,
			due 06/15/10	718,200
670,000		#	Texas Genco Financing Corp.,
			6.875%, due 12/15/14	685,075
990,000			TXU Corp., 5.550%, due 11/15/14	944,784
				20,277,731

			Electronics: 0.8%
625,000		@@	Celestica, Inc., 7.625%,
			due 07/01/13	626,563
1,085,000		@@	Flextronics Intl. Ltd., 6.500%,
			due 05/15/13	1,112,125
				1,738,688

			Entertainment: 3.4%
870,000			AMC Entertainment, Inc.,
			8.625%, due 08/15/12	878,700
2,635,000		W	American Casino &
			Entertainment Properties,
			LLC, 7.850%, due 02/01/12	2,730,518
630,000			Cinemark USA, Inc., 9.000%,
			due 02/01/13	653,625
815,000			Loews Cineplex Entertainment
			Corp., 9.000%, due 08/01/14	796,663
1,245,000			Pinnacle Entertainment, Inc.,
			8.250%, due 03/15/12	1,251,225
1,495,000			Warner Music Group, 7.375%,
			due 04/15/14	1,506,213
				7,816,944

			Environmental Control: 1.3%
930,000		#	Allied Waste North America,
			7.250%, due 03/15/15	920,700
2,030,000			Allied Waste North America,
			8.500%, due 12/01/08	2,126,425
				3,047,125

			Food: 4.9%
$	1,450,000		Delhaize America, Inc.,
			8.125%, due 04/15/11	$	1,578,777
1,485,000			Dole Food Co., 8.625%,
			due 05/01/09	1,559,250
1,645,000			Land O’ Lakes, Inc., 9.000%,
			due 12/15/10	1,821,838
1,200,000			Roundy’s, Inc., 8.875%,
			due 06/15/12	1,332,000
1,295,000			Smithfield Foods, Inc.,
			7.750%, due 05/15/13	1,366,225
1,000,000			Stater Brothers Holdings,
			8.125%, due 06/15/12	992,500
1,495,000			Swift & Co., 10.125%,
			due 10/01/09	1,616,469
745,000			Swift & Co., 12.500%,
			due 01/01/10	815,775
				11,082,834

			Forest Products and Paper: 2.4%
1,390,000			Appleton Papers, Inc., 8.125%,
			due 06/15/11	1,369,150
1,075,000			Georgia-Pacific Corp., 7.750%,
			due 11/15/29	1,158,313
1,890,000			Georgia-Pacific Corp., 8.875%,
			due 02/01/10	2,116,800
285,000			Georgia-Pacific Corp., 9.375%,
			due 02/01/13	319,200
605,000		@@	Norske Skog Canada Ltd.,
			7.375%, due 03/01/14	577,775
				5,541,238

			Gas: 0.3%
615,000		#	Colorado Interstate Gas Co.,
			5.950%, due 03/15/15	599,586
				599,586

			Healthcare-Products: 0.8%
735,000			Medical Device Manufacturing,
			Inc., 10.000%, due 07/15/12	801,150
1,075,000			VWR Intl., Inc., 8.000%,
			due 04/15/14	1,052,156
				1,853,306

			Healthcare-Services: 3.6%
1,805,000			Alliance Imaging, Inc., 7.250%,
			due 12/15/12	1,660,599
805,000			Community Health Systems,
			Inc., 6.500%, due 12/15/12	811,038
1,380,000			Genesis HealthCare Corp.,
			8.000%, due 10/15/13	1,493,850
1,220,000			HCA, Inc., 6.375%, due 01/15/15	1,213,108
540,000			HCA, Inc., 7.500%, due 11/06/33	541,454
1,030,000			HCA, Inc., 7.875%, due 02/01/11	1,109,134
580,000		#	Psychiatric Solutions, Inc.,
			7.750%, due 07/15/15	601,750
755,000			Tenet Healthcare Corp.,
			9.875%, due 07/01/14	792,750
				8,223,683

			Holding Companies-Diversified: 1.0%
675,000			Atlantic Broadband Finance
			LLC, 9.375%, due 01/15/14	641,250

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING HIGH YIELD BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Holding Companies-Diversified
			(continued)
$	1,575,000	@@,#	Nell AF SARL, 8.375%,
			due 08/15/15	$	1,547,438
				2,188,688

			Home Builders: 3.1%
715,000			DR Horton, Inc., 6.875%,
			due 05/01/13	752,706
675,000			DR Horton, Inc., 7.875%,
			due 08/15/11	740,449
995,000			KB Home, 6.375%,
			due 08/15/11	1,002,329
1,150,000		#	Stanley-Martin Communities
			LLC, 9.750%, due 08/15/15	1,129,875
1,585,000			Technical Olympic USA, Inc.,
			9.000%, due 07/01/10	1,648,400
540,000			Technical Olympic USA, Inc.,
			10.375%, due 07/01/12	571,050
1,155,000			WCI Communities, Inc.,
			10.625%, due 02/15/11	1,232,963
				7,077,772

			Home Furnishings: 0.5%
990,000		W	Norcraft Finance Corp.,
			9.000%, due 11/01/11	1,029,600
				1,029,600

			Household Products/Wares: 1.1%
925,000			American Achievement Corp.,
			8.250%, due 04/01/12	938,875
1,200,000			Playtex Products, Inc., 8.000%,
			due 03/01/11	1,263,000
535,000			Visant Holding Corp., 3.980%,
			due 12/01/13	387,875
				2,589,750

			Iron/Steel: 0.8%
380,000			AK Steel Corp., 7.875%,
			due 02/15/09	370,500
745,000			California Steel Industries,
			Inc., 6.125%, due 03/15/14	704,025
690,000		#	Chaparral Steel Co., 10.000%,
			due 07/15/13	731,400
				1,805,925

			Leisure Time: 1.1%
1,105,000		@@,#	NCL Corp., 11.625%,
			due 07/15/14	1,171,300
375,000		@@	Royal Caribbean Cruises Ltd.,
			7.500%, due 10/15/27	401,250
765,000		@@	Royal Caribbean Cruises Ltd.,
			8.000%, due 05/15/10	831,938
				2,404,488

			Lodging: 4.5%
1,880,000			Aztar Corp., 7.875%,
			due 06/15/14	1,974,000
745,000			Mandalay Resort Group,
			7.625%, due 07/15/13	778,525
1,520,000			MGM Mirage, 5.875%,
			due 02/27/14	1,451,600
2,300,000			MGM Mirage, 8.500%,
			due 09/15/10	2,512,750
$	615,000		Starwood Hotels & Resorts
			Worldwide, Inc., 7.875%,
			due 05/01/12	$	673,425
1,125,000			Station Casinos, Inc., 6.500%,
			due 02/01/14	1,130,625
1,685,000		W	Wynn Las Vegas Capital Corp.,
			6.625%, due 12/01/14	1,619,706
				10,140,631

			Machinery-Construction and Mining: 0.5%
1,155,000			Terex Corp., 7.375%,
			due 01/15/14	1,172,325
				1,172,325

			Media: 10.7%
950,000			American Media Operation,
			Inc., 10.250%, due 05/01/09	928,625
490,000			Block Communications, Inc.,
			9.250%, due 04/15/09	521,850
790,000			Cablevision Systems Corp.,
			8.000%, due 04/15/12	770,250
915,000		@@	CanWest Media, Inc., 7.625%,
			due 04/15/13	1,000,781
655,183		@@,W	CanWest Media, Inc., 8.000%,
			due 09/15/12	698,589
440,000		@@	CanWest Media, Inc., 10.625%,
			due 05/15/11	480,700
1,240,000			CBD Media, Inc., 8.625%,
			due 06/01/11	1,286,500
1,340,000		#	CCH I LLC, 11.000%,
			due 10/01/15	1,313,199
825,000			Charter Communications
			Holdings II Capital Corp.,
			10.250%, due 09/15/10	849,750
1,655,000		#	Charter Communications
			Operating Capital Corp.,
			8.000%, due 04/30/12	1,675,687
1,509,000			Dex Media Finance Co.,
			9.875%, due 08/15/13	1,673,103
745,000			Dex Media, Inc., 8.000%,
			due 11/15/13	769,213
735,000			Echostar DBS Corp., 6.375%,
			due 10/01/11	732,244
760,000			Echostar DBS Corp., 6.625%,
			due 10/01/14	756,200
1,150,000			Emmis Communications Corp.,
			9.745%, due 06/15/12	1,164,375
790,000			Houghton Mifflin Co., 8.250%,
			due 02/01/11	819,625
640,000			Houghton Mifflin Co., 9.875%,
			due 02/01/13	681,600
540,000		+	Insight Communications Co.,
			Inc., .000%, due 02/15/11	553,500
1,210,000			LIN Television Corp., 6.500%,
			due 05/15/13	1,152,525
790,000		#	Mediacom Broadband LLC,
			8.500%, due 10/15/15	766,300
385,000		+	Nexstar Finance Holdings, Inc.,
			3.960%, due 04/01/13	286,825
585,000			Paxson Communications
			Corp., 10.750%, due 07/15/08	577,688
880,000			Primedia, Inc., 8.875%,
			due 05/15/11	926,200

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING HIGH YIELD BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Media (continued)
$	505,000	@@	Quebecor Media, Inc.,
			11.125%, due 07/15/11	554,238
880,000		@@	Shaw Communications, Inc.,
			7.200%, due 12/15/11	933,900
623,056		##,**,X,l	Source Media, Inc., 0.000%,
			due 11/01/49	1
1,285,000		@@	Videotron Ltee, 6.875%,
			due 01/15/14	1,325,155
1,203,000			Young Broadcasting, Inc.,
			10.000%, due 03/01/11	1,142,850
				24,341,473

			Metal Fabricate/Hardware: 0.0%
2,456,000		@@, I, **, X	International Utility
			Structures, Inc., .000%,
			due 02/01/08	2
				2

			Oil and Gas: 5.2%
1,220,000			Chesapeake Energy Corp.,
			6.250%, due 01/15/18	1,201,700
1,800,000			Chesapeake Energy Corp.,
			6.375%, due 06/15/15	1,818,000
970,000			Chesapeake Energy Corp.,
			7.500%, due 09/15/13	1,037,900
1,525,000			Energy Partners Ltd.,
			8.750%, due 08/01/10	1,601,250
1,145,000			Newfield Exploration Co.,
			6.625%, due 09/01/14	1,196,525
1,445,000			Parker Drilling Co., 8.620%,
			due 09/01/10	1,495,575
1,410,000			Swift Energy Co., 7.625%,
			due 07/15/11	1,459,350
755,000			Swift Energy Co., 9.375%,
			due 05/01/12	819,175
1,065,000		@@	Western Oil Sands, Inc.,
			8.375%, due 05/01/12	1,228,744
				11,858,219

			Oil and Gas Services: 1.2%
1,770,000			Hanover Compressor Co.,
			9.000%, due 06/01/14	1,975,763
750,000			Hanover Equipment Trust,
			8.750%, due 09/01/11	800,625
				2,776,388

			Packaging and Containers: 1.8%
2,390,000		@@	Crown European Holdings SA,
			10.875%, due 03/01/13	2,784,350
645,000			Graham Packaging Co., Inc.,
			8.500%, due 10/15/12	645,000
665,000			Owens-Brockway, 8.250%,
			due 05/15/13	694,925
				4,124,275

			Pharmaceuticals: 0.0%
5,000		#	NBTY, Inc., 7.125%,
			due 10/01/15	4,925
				4,925

			Pipelines: 3.5%
1,120,000			El Paso Corp., 6.950%,
			due 12/15/07	1,141,000
$	390,000		El Paso Corp., 7.875%,
			due 06/15/12	405,600
1,425,000			El Paso Natural Gas Co.,
			7.625%, due 08/01/10	1,488,803
1,330,000			Southern Natural Gas Co.,
			8.000%, due 03/01/32	1,475,146
1,460,000			Transcontinental Gas Pipe LN,
			7.250%, due 12/01/26	1,596,875
1,585,000			Transcontinental Gas Pipe LN,
			8.875%, due 07/15/12	1,856,431
				7,963,855

			Real Estate Investment Trusts: 2.0%
1,160,000			Felcor Lodging LP, 7.780%,
			due 06/01/11	1,215,100
2,070,000			Host Marriott LP, 7.125%,
			due 11/01/13	2,124,337
1,070,000			Meristar Hospitality Corp.,
			9.000%, due 01/15/08	1,119,488
				4,458,925

			Retail: 5.7%
1,180,000			Denny’s Corp., 10.000%,
			due 10/01/12	1,185,900
830,000			Domino’s, Inc., 8.250%,
			due 07/01/11	875,650
515,000			General Nutrition Centers,
			Inc., 8.500%, due 12/01/10	441,613
695,000			General Nutrition Centers,
			Inc., 8.625%, due 01/15/11	670,675
430,000		#	GSC Holdings Corp., 7.875%,
			due 10/01/11	432,688
650,000		#	GSC Holdings Corp., 8.000%,
			due 10/01/12	650,000
1,495,000			JC Penney Co., Inc., 9.000%,
			due 08/01/12	1,767,838
2,180,000		@@	Jean Coutu Group, Inc.,
			8.500%, due 08/01/14	2,179,999
1,430,000		#	Neiman-Marcus Group, Inc.,
			9.000%, due 10/15/15	1,440,725
1,440,000		#	School Specialty, Inc.,
			10.000%, due 10/01/13	1,450,800
725,000		#	The Restaurant Co., 10.000%,
			due 10/01/13	699,625
1,475,000			Toys R US, Inc., 7.375%,
			due 10/15/18	1,187,375
				12,982,888

			Semiconductors: 0.4%
365,000			Freescale Semiconductor,
			Inc., 6.875%, due 07/15/11	385,075
615,000		@@,#	STATS ChipPAC Ltd., 7.500%,
			due 07/19/10	624,225
				1,009,300

			Telecommunications: 10.9%
515,000			ACC Escrow Corp., 10.000%,
			due 08/01/11	563,925
855,000			American Tower Corp., 7.125%,
			due 10/15/12	902,025
1,145,000			American Towers, Inc., 7.250%,
			due 12/01/11	1,222,287
725,000			Centennial Communications
			Corp., 10.125%, due 06/15/13	819,250

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING HIGH YIELD BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Telecommunications (continued)
$	340,000		Cincinnati Bell, Inc., 7.000%,
			due 02/15/15	$	329,800
85,000			Cincinnati Bell, Inc., 7.250%,
			due 07/15/13	90,738
610,000			Citizens Communications Co.,
			9.250%, due 05/15/11	672,525
440,000			Dobson Cellular Systems,
			9.875%, due 11/01/12	484,000
735,000		#	Dobson Communications Corp.,
			8.100%, due 10/15/12	728,569
840,000		#	Hawaiian Telcom
			Communications, Inc.,
			12.500%, due 05/01/15	852,600
3,600,000		+,I,**,X	ICG Services, Inc., .000%,
			due 02/15/08	4
531,000		@@	Inmarsat Finance PLC, 7.625%,
			due 06/30/12	549,585
2,579,000			Insight Capital, Inc., 10.500%,
			due 11/01/10	2,720,844
645,000		@@	Intelsat Bermuda Ltd., 8.250%,
			due 01/15/13	652,256
2,035,000		@@	Intelsat Bermuda Ltd., 8.625%,
			due 01/15/15	2,085,874
130,000			IWO Holdings, Inc., 7.349%,
			due 01/15/12	135,850
345,000			Lucent Technologies, Inc.,
			6.450%, due 03/15/29	303,600
420,000			MCI, Inc., 8.735%, due 05/01/14	469,350
2,015,000			Qwest Capital Funding, Inc.,
			6.375%, due 07/15/08	1,979,737
520,000		S	Qwest Capital Funding, Inc.,
			7.750%, due 08/15/06	527,800
255,000			Qwest Corp., 6.875%,
			due 09/15/33	222,488
465,000		#	Qwest Corp., 7.120%,
			due 06/15/13	485,925
325,000			Qwest Corp., 7.875%,
			due 09/01/11	340,438
115,000			Qwest Corp., 8.875%,
			due 03/15/12	126,213
959,000			Qwest Services Corp.,
			13.500%, due 12/15/10	1,102,849
820,000		@@,W	Rogers Wireless
			Communications, Inc.,
			7.250%, due 12/15/12	871,250
290,000		@@,W	Rogers Wireless
			Communications, Inc.,
			7.500%, due 03/15/15	313,925
340,000		@@,W	Rogers Wireless
			Communications, Inc.,
			8.000%, due 12/15/12	360,825
770,000			Rural Cellular Corp., 8.250%,
			due 03/15/12	812,350
430,000			Rural Cellular Corp., 9.750%,
			due 01/15/10	436,450
885,000			Rural Cellular Corp., 9.875%,
			due 02/01/10	933,675
370,000		W	SBA Communications Corp.,
			1.480%, due 12/15/11	337,625
485,000			SBA Communications Corp.,
			8.500%, due 12/01/12	529,863
435,000			Triton PCS, Inc., 8.500%,
			due 06/01/13	416,513
$	435,000		UbiquiTel Operating Co.,
			9.875%, due 03/01/11	$	485,025
340,000			US Unwired, Inc., 10.000%,
			due 06/15/12	392,700
475,000			Valor Telecommunications
			Enterprises LLC, 7.750%,
			due 02/15/15	463,125
6,250,000		I,X,**	WinStar Communications, Inc.,
			0.000%, due 04/15/10	625
				24,722,483
			Total Corporate Bonds/Notes
			(Cost $230,122,311)	221,651,361

Shares				Value
COMMON STOCK: 0.0%

			Diversified Financial Services: 0.0%
17,906		@,##,X,l	North Atlantic Trading Co.	18
				18

			Packaging and Containers: 0.0%
100,000		@,I,#,X	Russell-Stanley Holdings, Inc.	10
				10

			Telecommunications: 0.0%
61,806		@,I,X	Adelphia Business Solutions	6
132		@,@@	Completel Europe NV	6,528
483,445		@,I,X	International Wireless
			Communications Holdings, Inc.	31,424
2,350		@,I,X	Jordan Telecommunications	56,964
15		@	Mpower Holding Corp.	21
				94,943
			Total Common Stock
			(Cost $8,965,003)	94,971

PREFERRED STOCK: 0.0%

			Media: 0.0%
110		@,X	Paxson Communications Corp.	7,494
			Total Preferred Stock
			(Cost $9,685)	7,494

WARRANTS: 0.1%

580		@	American Tower Corp.	204,262
92,950		@,I,X	Comforce Corp.	930
3,100		@,#,I	Dayton Superior Corp.	31
500		@,@@,#, I, X	GT Group Telecom, Inc.	—
6,600		@,#,I,X	ICG Communications, Inc.	1
1,000		@,@@,l,**,X	O Sullivan Industries, Inc.	—
			Total Warrants
			(Cost $47,403)	205,224
			Total Long-Term Investments
			(Cost $239,144,402)	221,959,050

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING HIGH YIELD BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount						Value
SHORT-TERM INVESTMENTS: 2.4%

			Repurchase Agreement: 2.4%
$	5,438,000	S	Morgan Stanley Repurchase
			Agreement dated 09/30/05,
			3.750%, due 10/03/05, $5,439,699
			to be received upon repurchase
			(Collateralized by $5,525,000
			Federal Home Loan Mortgage
			Corporation, 3.800%, Market
			Value plus Accrued interest
			$5,547,579, due 12/27/06)			$	5,438,000
			Total Short-Term Investments
			(Cost $5,438,000)			5,438,000
			Total Investments In
			Securities (Cost
			$ 244,582,402)*	99.9	%	$	227,397,050
			Other Assets and
			Liabilities-Net	0.1		259,407
			Net Assets	100.0	%	$	227,656,457

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

@ Non-income producing security

@@ Foreign issuer

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

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

I Illiquid securities

## Illiquid and restricted securities

C Bond may be called prior to maturity date.

W When-issued or delayed delivery security.

** Defaulted 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 $244,704,054. Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	2,971,629
Gross Unrealized Depreciation	(20,278,633		)
Net Unrealized Depreciation	$	(17,307,004	)

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited)

Principal
Amount				Value
CORPORATE BONDS/NOTES: 20.9%

			Agriculture: 0.1%
$	705,000	#,C,S	R.J. Reynolds Tobacco
			Holdings, Inc., 6.500%,
			due 07/15/10	$	706,763
				706,763

			Auto Manufacturers: 0.3%
1,225,000			Ford Motor Co., 6.625%,
			due 10/01/28	891,188
4,764,000			General Motors Corp.,
			4.470%, due 03/15/36	1,238,640
434,000		S	General Motors Corp.,
			7.400%, due 09/01/25	313,565
				2,443,393

			Banks: 5.1%
2,170,000		@@,C,L	Australia & New Zealand
			Banking Group Ltd.,
			3.556%, due 10/29/49	1,847,037
1,104,000		@@,#	Banco Santander
			Chile/Pre-merger with
			Banco Santiago SA,
			4.148%, due 12/09/09	1,100,376
1,718,000		@@	Banco Santander Santiago
			Chile SA, 7.375%,
			due 07/18/12	1,935,662
1,180,000		@@,C	Bank of Ireland, 4.170%,
			due 12/29/49	1,012,184
1,270,000		@@,C	Bank of Nova Scotia, 4.250%,
			due 08/31/85	1,072,495
540,000		@@,C	Bank of Scotland, 3.750%,
			due 11/30/49	467,100
1,757,000		C	BankAmerica Capital II,
			8.000%, due 12/15/26	1,882,986
1,090,000		@@,C	Barclays Bank PLC, 6.278%,
			due 12/15/49	1,073,933
1,727,000		@@,#,C	Chuo Mitsui Trust &
			Banking Co Ltd.,
			5.506%, due 04/15/49	1,665,324
984,000		@@,#,C	Danske Bank A/S, 5.914%,
			due 12/29/49	1,037,106
1,240,000		@@,C	Den Norske Bank ASA,
			4.186%, due 08/29/49	1,044,700
1,631,000		#,C,S	Dresdner Funding Trust I,
			8.151%, due 06/30/31	1,997,389
1,117,000		@@,#	First Citizens St Lucia Ltd.,
			5.460%, due 02/01/12	1,112,178
2,561,000		@@,#,C	HBOS PLC, 5.375%,
			due 11/29/49	2,582,925
3,110,000		@@,C	HSBC Bank PLC, 3.787%, due
			06/29/49	2,666,824
1,700,000		@@,C	Lloyds TSB Bank PLC, 4.160%,
			due 08/29/49	1,462,826
1,614,000		#,C	M&T Bank Corp., 3.850%,
			due 04/01/13	1,579,937
1,159,000		C	Mellon Capital I, 7.720%,
			due 12/01/26	1,238,405
1,190,000		@@,C	National Australia Bank Ltd.,
			3.514%, due 10/29/49	1,073,585
641,000		C	NB Capital Trust, 7.830%,
			due 12/15/26	685,936
600,000		C	NB Capital Trust IV, 8.250%,
			due 04/15/27	648,891
$	1,447,000		PNC Funding Corp., 4.500%,
			due 03/10/10	$	1,431,232
2,273,000		#,C	Rabobank Capital Funding II,
			5.260%, due 12/29/49	2,283,131
3,660,000		@@,C	Royal Bank of Scotland
			Group PLC, 3.813%,
			due 12/29/49	3,147,852
1,210,000		@@,C	Societe Generale,
			3.625%, due 11/29/49	1,077,860
2,920,000		@@,C,L	Standard Chartered PLC,
			3.750%, due 11/29/49	2,365,200
1,170,000		@@,C	Standard Chartered PLC,
			4.187%, due 07/29/49	944,775
1,191,000		@@,C	Sumitomo Mitsui Banking
			Corp, 8.150%, due 08/01/49	1,257,102
2,036,000			Wachovia Corp., 5.500%,
			due 08/01/35	1,993,466
1,200,000		@@,C	Westpac Banking Corp.,
			4.333%, due 09/30/49	1,023,998
				44,712,415

			Beverages: 0.3%
1,979,000		@@,C	Cia Brasileira de Bebidas,
			8.750%, due 09/15/13	2,359,958
				2,359,958
			Chemicals: 0.6%
397,000		@@,#	Sociedad Quimica y Minera
			de Chile SA, 7.700%,
			due 09/15/06	401,363
490,000		S	Stauffer Chemical, 5.480%,
			due 04/15/10	391,216
1,080,000			Stauffer Chemical, 7.50%,
			due 04/15/17	575,165
3,224,000			Union Carbide Corp., 7.750%,
			due 10/01/96	3,406,533
				4,774,277

			Diversified Financial Services: 5.7%
434,000		@@,#,I	Alpine III, 4.330%,
			due 08/16/14	435,201
434,000		@@,#,I	Alpine III, 4.740%,
			due 08/16/14	435,046
739,000		@@,#,I	Alpine III, 6.540%,
			due 08/16/14	742,229
1,241,000		@@,#,I	Alpine III, 9.790%,
			due 08/16/14	1,277,019
430,161		@@,#,C	Arcel Finance Ltd., 5.984%,
			due 02/01/09	437,346
880,000		@@,#	Arcel Finance Ltd., 6.361%,
			due 05/01/12	870,675
974,673		@@,#,C	Arcel Finance Ltd., 7.048%,
			due 09/01/11	1,027,747
480,000		#,C,S	Army Hawaii Family Housing
			Trust Certificates, 5.524%,
			due 06/15/50	494,378
350,000		#,C,S	Army Hawaii Family Housing
			Trust Certificates, 5.624%,
			due 06/15/50	360,908
2,378,761		#	Astoria Depositor Corp.,
			7.902%, due 05/01/21	2,370,138
3,885,000		#,S	Astoria Depositor Corp.,
			8.144%, due 05/01/21	3,862,758

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Diversified Financial Services (continued)
$	254,000	@@,#	Bosphorus Financial Services
			Ltd., 5.590%, due 02/15/12	$	246,798
1,944,439		@@,#	Brazilian Merchant Voucher
			Receivables Ltd., 5.911%,
			due 06/15/11	1,954,161
2,360,000		@@,#,C	BTM Curacao Holdings NV,
			4.760%, due 07/21/15	2,316,552
1,153,000		C	Citigroup Capital II, 7.750%,
			due 12/01/36	1,223,255
2,340,000		#,C	Corestates Capital Trust I,
			8.000%, due 12/15/26	2,502,265
570,000		@@,C	Financiere CSFB NV, 4.187%,
			due 03/29/49	496,536
1,519,000		L	Goldman Sachs Group, Inc.,
			4.070%, due 03/02/10	1,521,392
1,711,000		#,C,S	HVB Funding Trust III,
			9.000%, due 10/22/31	2,289,145
705,000			International Lease Finance
			Corp, 5.000%, due 04/15/10	708,214
1,366,000		C	JPM Capital Trust I, 7.540%,
			due 01/15/27	1,454,063
1,513,000		C	JPM Capital Trust II, 7.950%,
			due 02/01/27	1,626,903
2,157,000		#,C	Mangrove Bay Pass-Through
			Trust, 6.102%, due 07/15/33	2,164,215
1,633,000		@@,#	Mantis Reef Ltd., 4.799%,
			due 11/03/09	1,609,207
102		@@,I	Nordea Kredit
			Realkreditaktieselskab,
			6.000%, due 07/01/29	17
1,320,000		@@,C	Paribas, 4.045%, due 12/31/49	1,133,359
933,000		@@,#,C,S	Petroleum Export
			Ltd/Cayman SPV, 4.623%,
			due 06/15/10	928,688
1,223,000		@@,#,C,S	Petroleum Export
			Ltd/Cayman SPV, 5.265%,
			due 06/15/11	1,219,489
3,099,026		@@,#,C	PF Export Receivables Master
			Trust, 6.436%, due 06/01/15	3,118,132
2,233,000		#,C	Residential Capital Corp.,
			6.375%, due 06/30/10	2,264,494
800,000,000		@@	Takefuji Corp., 1.000%,
			due 03/01/34	3,721,899
9,400,000		#	Toll Road Investors
			Partnership II LP, 18.14%,
			due 02/15/45	1,139,618
1,200,000		#,C	Twin Reefs Pass-Through
			Trust, 4.728%, due 12/10/49	1,197,528
1,313,000		@@,C,L	UFJ Finance Aruba AEC,
			8.750%, due 12/31/49	1,439,954
1,085,000		#,C,S	Wachovia Capital Trust V,
			7.965%, due 06/01/27	1,173,369
				49,762,698

			Electric: 2.6%
2,314,466		C	CE Generation LLC, 7.416%,
			due 12/15/18	2,473,430
2,328,000		C	Consumers Energy Co.,
			4.250%, due 04/15/08	2,295,981
203,000		@@,L	Empresa Nacional de
			Electricidad SA/Chile,
			8.500%, due 04/01/09	223,552
$	1,248,000	@@	Empresa Nacional de
			Electricidad SA/Chile, 8.625%,
			due 08/01/15	$	1,460,143
1,825,000		C,S	Entergy Gulf States, Inc.,
			5.120%, due 08/01/10	1,797,776
1,582,000		C	Enterprise Capital Trust II,
			5.240%, due 06/30/28	1,569,532
1,578,000		C,L	FirstEnergy Corp., 6.450%,
			due 11/15/11	1,682,323
2,720,000		C,L	FirstEnergy Corp., 7.375%,
			due 11/15/31	3,200,244
878,719		#,C	Juniper Generation, LLC,
			6.790%, due 12/31/14	861,463
1,345,000		@@,+	Korea Electric Power Corp.,
			0.000%, due 04/01/96	807,000
1,263,000		C	NorthWestern Corp., 5.875%,
			due 11/01/14	1,282,244
1,073,000		#,C	Pinnacle West Energy Corp.,
			4.004%, due 04/01/07	1,073,000
1,175,000		C	Potomac Edison Co., 5.000%,
			due 11/01/06	1,177,357
883,000		#	Power Contract Financing,
			LLC, 6.256%, due 02/01/10	902,372
356,274			PPL Montana, LLC, 8.903%,
			due 07/02/20	413,611
466,000		C	Sierra Pacific Power Co.,
			6.250%, due 04/15/12	476,485
609,456		#	Tenaska Virginia Partners LP,
			6.119%, due 03/30/24	632,337
				22,328,850

			Food: 0.4%
467,000		C	Delhaize America, Inc.,
			8.050%, due 04/15/27	492,998
692,000		C,L	Delhaize America, Inc.,
			8.125%, due 04/15/11	753,458
2,451,000		C	Tyson Foods, Inc., 7.250%,
			due 10/01/06	2,514,584
				3,761,040
			Gas: 0.2%
1,343,000		#,C	Williams Gas Pipelines
			Central, Inc., 7.375%,
			due 11/15/06	1,387,306
				1,387,306
			Home Builders: 0.0%
54,000		C	Technical Olympic USA, Inc.,
			9.000%, due 07/01/10	56,160
				56,160
			Insurance: 0.8%
2,191,000			AON Corp., 8.205%,
			due 01/01/27	2,519,280
817,000		#,C	North Front Pass-Through
			Trust, 5.810%, due 12/15/24	823,109
1,124,000			Prudential Financial, Inc.,
			4.104%, due 11/15/06	1,116,534
2,417,000		#,C	Zurich Capital Trust I, 8.376%,
			due 06/01/37	2,590,016
				7,048,939

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Media: 0.2%
$	1,210,000	C	COX Communications, Inc.,
			6.850%, due 01/15/18	$	1,302,134
				1,302,134

			Multi-National: 0.1%
1,178,000		@@,S	Corp Andina de Fomento,
			5.125%, due 05/05/15	1,161,914
				1,161,914

			Oil and Gas: 1.6%
1,211,000		C	Amerada Hess Corp., 6.650%,
			due 08/15/11	1,310,067
1,192,000		@@,#	Empresa Nacional de Petroleo,
			4.875%, due 03/15/14	1,144,661
831,000		@@,#	Empresa Nacional de Petroleo
			ENAP, 6.750%, due 11/15/12	899,105
1,345,000		@@,+,C	Husky Oil Co., 8.900%,
			due 08/15/28	1,464,492
2,402,000		@@,#	Pemex Project Funding Master
			Trust, 5.170%, due 06/15/10	2,505,286
1,135,000		@@,#,C	Pemex Project Funding Master
			Trust, 5.750%, due 12/15/15	1,125,069
3,132,000		@@,#,C	Ras Laffan Liquefied Natural
			Gas Co Ltd II, 5.298%,
			due 09/30/20	3,133,764
1,432,000		@@,#,S	Tengizchevroil Finance Co.
			SARL, 6.124%, due 11/15/14	1,471,380
941,000		C	Valero Energy Corp., 7.500%,
			due 04/15/32	1,139,412
				14,193,236

			Pharmaceuticals: 0.1%
251,000		#,C	AmerisourceBergen Corp,
			5.625%, due 09/15/12	248,490
502,000		#,C	AmerisourceBergen Corp,
			5.875%, due 09/15/15	498,235
				746,725

			Pipelines: 0.1%
478,000		C	KN Capital Trust III, 7.630%,
			due 04/15/28	541,784
20,000			Transcontinental Gas Pipe LN,
			8.875%, due 07/15/12	23,425
				565,209

			Real Estate: 0.1%
1,650,000		C	EOP Operating LP, 7.750%,
			due 11/15/07	1,747,609
				1,747,609

			Real Estate Investment Trusts: 0.7%
310,000		C	Liberty Property LP, 6.375%,
			due 08/15/12	328,777
1,577,000		C	Liberty Property LP, 7.750%,
			due 04/15/09	1,718,201
1,390,000		C	Simon Property Group LP,
			4.875%, due 03/18/10	1,387,618
2,179,000		C	Simon Property Group LP,
			6.375%, due 11/15/07	2,244,893
				5,679,489

			Retail: 0.2%
$	1,861,000	C	May Department Stores Co.,
			3.950%, due 07/15/071	$	1,835,642
				1,835,642

			Savings and Loans: 0.2%
1,238,000		C	Great Western Financial,
			8.206%, due 02/01/27	1,333,612
				1,333,612

			Telecommunications: 1.4%
1,152,000		C	AT&T Corp., 9.750%,
			due 11/15/31	1,464,480
1,047,000		C	AT&T Wireless Services, Inc.,
			8.750%, due 03/01/31	1,417,505
1,527,000		C	BellSouth Corp., 4.200%,
			due 09/15/09	1,498,742
1,046,000		C,L	BellSouth Corp., 6.000%,
			due 11/15/34	1,053,984
1,107,000		@@,C	British Telecommunications
			PLC, 8.875%, due 12/15/30	1,506,063
975,000		@@,+,S	Deutsche Telekom
			International Finance BV,
			8.500%, due 06/15/10	1,106,477
497,000		C	New Cingular Wireless
			Services, Inc., 8.125%,
			due 05/01/12	583,579
1,019,000		C,L	SBC Communications, Inc.,
			6.150%, due 09/15/34	1,046,360
818,000		+	Sprint Capital Corp., 4.780%,
			due 08/17/06	819,438
1,183,000		@@,C,L	Telefonos de Mexico SA de CV,
			4.750%, due 01/27/10	1,174,786
				11,671,414

			Transportation: 0.1%
1,208,000		@@,#	MISC Capital Ltd., 5.000%,
			due 07/01/09	1,214,284
				1,214,284

			Total Corporate Bonds/notes
			(Cost $182,279,043)	180,793,067

U.S. GOVERNMENT AGENCY OBLIGATIONS: 31.3%

			Federal Home Loan Bank: 0.8%
7,490,000		L	3.250%, due 12/17/07	7,313,266
				7,313,266

			Federal Home Loan Mortgage
			Corporation: 7.3%
12,885,000		C	2.700%, due 03/16/07	12,582,307
799,129			3.766%, due 05/25/31	799,535
252,662			3.791%, due 01/25/32	252,880
3,512,000			3.875%, due 06/15/08	3,467,261
617,369			3.921%, due 02/15/32	620,100
3,650,000			4.000%, due 08/17/07	3,629,560
1,912,228		C	4.500%, due 12/15/16	1,898,222
779,796		C	4.500%, due 06/15/17	773,196
3,422,000		C	4.500%, due 02/15/20	3,261,421
869,000		C	5.000%, due 05/15/20	864,794
4,270,603		C	5.000%, due 08/15/21	4,263,602
3,513,000		C	5.000%, due 04/15/23	3,472,280
715,325			5.038%, due 04/01/35	708,801
2,453,313			5.216%, due 06/01/35	2,437,389

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Federal Home Loan Mortgage
			Corporation (continued)
$	2,000,000		5.500%, due 10/15/18	$	2,029,376
2,323,924		C	5.500%, due 11/15/18	2,356,353
7,814,000			5.500%, due 10/15/35	7,816,438
2,346,000			5.875%, due 03/21/11	2,474,263
9,114,005		C	6.000%, due 01/15/29	9,337,413
11,684			7.500%, due 11/01/28	12,416
				63,057,607

			Federal National Mortgage
			Association: 23.1%
120,229		C	3.841%, due 11/25/32	120,239
7,583,000			3.875%, due 07/15/08	7,469,172
1,884,457		C	3.970%, due 04/25/35	1,887,186
601,688			4.091%, due 10/25/33	604,674
556,719			4.190%, due 04/18/28	560,182
598,651		C	4.191%, due 01/25/32	598,726
2,213,000		L	4.250%, due 09/15/07	2,207,872
116,960			4.280%, due 12/25/29	117,321
903,936			4.500%, due 09/25/16	897,248
2,675,186			4.500%, due 10/25/17	2,652,858
68,000			4.500%, due 10/15/18	66,598
105,000			4.500%, due 10/15/35	100,111
3,250,339			4.643%, due 08/01/35	3,231,192
2,187,000		C	4.750%, due 12/25/42	2,186,711
2,351,771			4.823%, due 08/01/35	2,337,219
7,000,000			5.000%, due 10/15/33	6,853,434
48,079,000			5.000%, due 11/15/34	47,027,272
3,565,000			5.150%, due 09/01/35	3,570,348
3,340,000			5.250%, due 08/01/12	3,436,202
1,472,795			5.325%, due 07/01/35	1,465,492
5,469,980			5.500%, due 10/15/18	5,550,323
2,412,804			5.500%, due 11/01/32	2,414,849
31,872,000			5.500%, due 10/15/33	31,862,056
13,115,351			5.500%, due 11/01/33	13,126,013
81,571			6.000%, due 08/01/16	83,947
7,098			6.000%, due 12/01/16	7,304
251,640			6.000%, due 03/01/17	258,970
2,156,513			6.000%, due 09/01/17	2,219,299
162,282			6.000%, due 11/01/17	167,010
333,000			6.000%, due 10/15/20	342,470
4,977,915			6.000%, due 07/25/29	5,125,414
2,432,277			6.000%, due 04/25/31	2,508,823
1,174,644			6.000%, due 08/01/33	1,194,906
24,827,000			6.000%, due 10/15/34	25,245,956
59,220			6.500%, due 07/01/29	61,166
240,935			6.500%, due 08/01/29	248,849
671,650			6.500%, due 04/01/30	693,713
2,949			6.500%, due 06/01/31	3,042
663,995			6.500%, due 07/01/31	686,198
17,336			6.500%, due 09/01/31	17,878
10,158,000			6.500%, due 10/01/31	10,456,391
308,445			6.500%, due 11/01/31	318,074
166,721			6.500%, due 04/01/32	171,835
78,980			6.500%, due 07/01/32	81,402
218,995			6.500%, due 08/01/32	225,713
208,047			6.500%, due 11/01/32	214,429
215,881			6.500%, due 01/01/33	222,504
176,638			6.500%, due 02/01/33	181,862
810,844			6.500%, due 12/01/33	834,825
3,015,000			6.625%, due 11/15/10	3,300,403
142,658			7.000%, due 01/01/30	149,375
7,401			7.000%, due 03/01/30	7,752
369,113			7.000%, due 06/01/31	387,070
$	1,412,360		7.000%, due 08/01/35	$	1,478,741
1,837			7.500%, due 09/01/30	1,945
28,640			7.500%, due 10/01/30	30,324
9,332			7.500%, due 11/01/30	9,880
110,744			7.500%, due 02/01/32	117,327
571,055		C	7.500%, due 12/25/41	602,287
1,137,161		C	7.500%, due 01/25/48	1,191,362
				199,191,744

			Government National Mortgage
			Association: 0.1%
14,933			4.375%, due 04/20/28	15,046
1,364			6.500%, due 03/15/31	1,420
27,173			6.500%, due 08/15/31	28,290
62,605			6.500%, due 10/15/31	65,178
32,118			6.500%, due 11/15/31	33,437
28,154			6.500%, due 07/15/32	29,303
185,868			6.500%, due 09/15/32	193,449
76,624			7.000%, due 04/15/26	80,829
38,963			7.000%, due 05/15/32	40,987
106,345			7.500%, due 12/15/22	113,726
6,147			7.500%, due 10/15/26	6,545
41,655			7.500%, due 07/15/29	44,266
132			7.500%, due 11/15/30	140
44,918			7.500%, due 12/15/30	47,717
49,534			7.500%, due 12/15/31	52,619
87,201			7.500%, due 05/15/32	92,617
				845,569

			Total U.S. Government
			Agency Obligations
			(Cost $272,709,316)	270,408,186

U.S. TREASURY OBLIGATIONS: 27.7%

			U.S. Treasury Bonds: 11.6%
71,800,000			4.250%, due 08/15/15	71,373,724
19,561,000		S,L	5.375%, due 02/15/31	21,920,565
3,152,000		C,S,L	10.375%, due 11/15/12	3,544,771
2,668,000		C,S,L	13.250%, due 05/15/14	3,473,194
				100,312,254

			U.S. Treasury Inflation
			Indexed Bonds: 0.8%
6,720,000		S	2.000%, due 01/15/14	7,256,648
				7,256,648

			U.S. Treasury Notes: 14.9%
7,500,000		S	1.625%, due 02/28/06	7,434,675
38,748,000		L	3.875%, due 09/15/10	38,212,193
51,440,000		S,L	4.000%, due 08/31/07	51,281,307
22,176,000		S,L	4.125%, due 08/15/08	22,150,032
8,695,000			4.125%, due 08/15/10	8,658,664
				127,736,871

			U.S. Treasury STRIP: 0.4%
5,963,000			4.570%, due 05/15/16	3,710,041
				3,710,041

			Total U.S. Treasury
			Obligations
			(Cost $241,582,837)	239,015,814

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
ASSET-BACKED SECURITIES: 5.4%
			Automobile Asset-Backed
			Securities: 1.3%
$	1,554,056	C	Capital Auto Receivables Asset
			Trust, 2.750%,
			due 04/16/07	$	1,544,599
200,000		C	Capital One Auto Finance
			Trust, 3.180%, due 09/15/10	196,612
2,412,000		C	Carmax Auto Owner Trust,
			4.210%, due 01/15/10	2,397,121
204,000		C	Daimler Chrysler Auto Trust,
			3.490%, due 12/08/08	201,653
623,000		C	Honda Auto Receivables
			Owner Trust, 2.790%,
			due 03/16/09	609,621
917,000		C	Honda Auto Receivables
			Owner Trust, 3.820%,
			due 05/21/10	900,013
858,272		C	Household Automotive Trust,
			2.310%, due 04/17/08	853,077
1,250,000		C	Nissan Auto Receivables
			Owner Trust, 2.050%,
			due 03/16/09	1,218,523
1,370,000		C	Nissan Auto Receivables
			Owner Trust, 2.610%,
			due 07/15/08	1,350,932
1,965,000		C	Nissan Auto Receivables
			Owner Trust, 4.190%,
			due 07/15/09	1,954,132
200,000		C	USAA Auto Owner Trust,
			2.040%, due 02/16/10	196,489
				11,422,772

			Credit Card Asset-Backed
			Securities: 1.0%
560,000		C	Bank One Issuance Trust,
			4.540%, due 09/15/10	557,099
530,000		C	Capital One Master Trust,
			4.900%, due 03/15/10	533,551
800,000		C	Citibank Credit Card Issuance
			Trust, 3.100%, due 03/10/10	773,913
2,285,000		C	Citibank Credit Card Issuance
			Trust, 5.650%, due 06/16/08	2,305,202
44,000		C	Citibank Credit Card Issuance
			Trust, 6.875%, due 11/16/09	46,119
2,429,000		C	Citibank Credit Card Master
			Trust I, 5.875%, due 03/10/11	2,528,153
193,000		C	Discover Card Master Trust I,
			5.150%, due 10/15/09	194,965
1,020,000		C	Fleet Credit Card Master
			Trust II, 2.400%,
			due 07/15/08	1,015,319
589,000		C	MBNA Master Credit Card
			Trust USA, 5.900%,
			due 08/15/11	614,659
				8,568,980

			Home Equity Asset-Backed
			Securities: 1.7%
487,751		C	Argent Securities, Inc.,
			3.961%, due 03/25/34	488,442
452,979		C	Asset Backed Funding
			Certificates, 3.921%,
			due 11/25/33	454,166
$	495,308	C	Bayview Financial Acquisition
			Trust, 4.337%,
			due 09/28/43	$	496,660
259,933		C	Centex Home Equity, 3.921%,
			due 01/25/34	260,215
78,000		C	Centex Home Equity, 4.140%,
			due 03/25/28	76,961
1,216,566		C	GMAC Mortgage Corp Loan
			Trust, 3.871%, due 12/25/20	1,217,411
4,851,000		C	GSAA Trust, 5.242%,
			due 05/25/35	4,851,865
199,827		C	Merrill Lynch Mortgage
			Investors, Inc., 4.001%,
			due 07/25/34	200,685
1,270,492		C	New Century Home Equity
			Loan Trust, 4.080%,
			due 04/25/34	1,271,474
44,493		C	New Century Home Equity
			Loan Trust, 4.086%,
			due 06/20/31	44,525
222,133		C	New Century Home Equity
			Loan Trust, 4.390%,
			due 07/25/30	222,315
638,000		C	Renaissance Home Equity
			Loan Trust, 4.456%,
			due 05/25/35	630,612
820,000		C	Renaissance Home Equity
			Loan Trust, 4.723%,
			due 10/25/35	820,000
254,328		C	Residential Asset Securities
			Corp., 3.871%, due 09/25/31	254,519
343,650		C	Residential Asset Securities
			Corp., 3.941%, due 06/25/32	344,493
90,000		C	Residential Funding Mortgage
			Securities II, 4.160%,
			due 11/25/17	88,649
1,993,678		C	Saxon Asset Securities Trust,
			3.960%, due 06/25/33	1,988,738
984,000		C	Wells Fargo Home Equity
			Trust, 3.970%, due 09/25/24	966,044
				14,677,774

			Other Asset-Backed Securities: 1.4%
259,068		C	Ameriquest Mortgage
			Securities, Inc., 3.941%,
			due 02/25/34	259,364
93,348		C	Amortizing Residential
			Collateral Trust, 4.330%,
			due 05/25/32	93,430
15,919		C	Chase Funding Mortgage
			Loan Asset-Backed
			Certificates, 2.734%,
			due 09/25/24	15,815
15,000		C	Chase Funding Mortgage
			Loan Asset-Backed
			Certificates, 4.045%,
			due 05/25/33	14,827
949,942		C	Chase Funding Mortgage
			Loan Asset-Backed
			Certificates, 4.130%,
			due 07/25/33	952,196
951,000		C	Countrywide Asset-Backed
			Certificates, 4.493%,
			due 12/31/49	943,601

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Other Asset-Backed Securities (continued)
$	3,708,925	+,C	Lehman XS Trust, 3.921%,
			due 01/01/49	$	3,708,926
524,000		C	Popular ABS Mortgage
			Pass-Through Trust, 3.735%,
			due 12/25/34	516,898
524,000		C	Popular ABS Mortgage
			Pass-Through Trust, 4.000%,
			due 12/25/34	514,646
698,000		C	Popular ABS Mortgage
			Pass-Through Trust, 4.596%,
			due 11/25/35	694,510
64,532		C	Residential Asset Mortgage
			Products, Inc., 2.140%,
			due 02/25/30	64,368
69,530		C	Residential Asset Mortgage
			Products, Inc., 3.951%,
			due 06/25/33	69,671
1,000,000		C	Residential Asset Mortgage
			Products Inc, 4.100%,
			due 07/25/35	1,001,142
3,300,000		C	Structured Asset Securities
			Corp., 6.000%,
			due 03/25/34	3,313,761
				12,163,155
			Total Asset-backed Securities
			(Cost $47,262,219)	46,832,681

COLLATERALIZED MORTGAGE OBLIGATIONS: 18.5%

			Commercial Mortgage-Backed
			Securities: 5.4%
1,609,000		C	Banc of America Commercial
			Mortgage, Inc., 4.502%,
			Due 07/10/42	1,576,173
5,336,000		C	Banc of America Commercial
			Mortgage, Inc., 4.611%,
			Due 07/10/43	5,289,266
1,114,000		C	Banc of America Commercial
			Mortgage, Inc., 4.764%,
			Due 07/10/45	1,108,207
1,524,000		C	Bear Stearns Commercial
			Mortgage Securities, 3.880%,
			Due 08/13/39	1,474,271
321,000		C	Bear Stearns Commercial
			Mortgage Securities, 4.030%,
			Due 02/13/46	311,619
1,527,000		C	Bear Stearns Commercial
			Mortgage Securities, 4.170%,
			Due 01/12/41	1,499,799
672,000		C,L	Capco America Securitization
			Corp., 6.260%, due 10/15/30	700,156
456,000		C	Capco America Securitization
			Corp., 6.460%, due 10/15/30	479,695
1,950,000		C	Chase Manhattan Bank-First
			Union National Bank,
			7.439%, due 08/15/31	2,117,822
1,093,000		C	COMM, 3.600%, due 03/10/39	1,054,911
984,750		C	CS First Boston Mortgage
			Securities Corp., 3.727%,
			Due 03/15/35	953,322
1,000,000		C	DLJ Commercial Mortgage
			Corp., 6.460%, due 03/10/32	1,050,391
$	688,000	C	DLJ Commercial Mortgage
			Corp., 7.300%,
			due 06/10/32	$	743,998
2,637,535		C	GE Capital Commercial
			Mortgage Corp., 3.752%,
			due 07/10/39	2,585,821
698,000		C	GE Capital Commercial
			Mortgage Corp., 4.371%,
			due 01/10/38	684,446
483,000		C	GE Capital Commercial
			Mortgage Corp., 4.865%,
			due 07/10/39	481,430
1,700,000		C	JP Morgan Chase Commercial
			Mortgage Securities Corp.,
			4.223%, due 01/15/42	1,664,964
1,670,947		C	JP Morgan Chase Commercial
			Mortgage Securities Corp.,
			4.275%, due 01/12/37	1,639,988
4,263,000		C	JP Morgan Chase Commercial
			Mortgage Securities Corp.,
			5.857%, due 10/12/35	4,467,570
2,838,956		C	JP Morgan Chase Commercial
			Mortgage Securities Corp.,
			6.244%, due 04/15/35	2,922,422
866,000		C	LB-UBS Commercial Mortgage
			Trust, 3.992%, due 10/15/29	839,820
225,000		C	LB-UBS Commercial Mortgage
			Trust, 4.310%, due 02/15/30	220,432
255,000		C	LB-UBS Commercial Mortgage
			Trust, 4.510%, due 12/15/29	249,996
289,000		C	LB-UBS Commercial Mortgage
			Trust, 4.567%, due 06/15/29	287,598
2,961,000		C	LB-UBS Commercial Mortgage
			Trust, 6.226%, due 03/15/26	3,104,048
1,703,000		C	LB-UBS Commercial Mortgage
			Trust, 7.370%, due 08/15/26	1,873,401
400,000		C	Morgan Stanley Capital I,
			7.020%, due 03/15/32	427,471
2,584,880		C	Mortgage Capital Funding,
			Inc., 6.663%, due 03/18/30	2,678,763
3,777,193		C	Prudential Commercial
			Mortgage Trust, 3.669%,
			due 02/11/36	3,648,788
400,000		C	Salomon Brothers Mortgage
			Securities VII, 7.520%,
			due 12/18/09	437,103
				46,573,691

			Whole Loan Collateral PAC: 0.2%
108,868		C	Countrywide Alternative
			Loan Trust, 4.230%,
			due 02/25/33	108,989
912,116		C	MASTR Alternative Loans
			Trust, 8.500%, due 05/25/33	936,749
731,383		C	Residential Funding Mtg
			Sec I, 4.041%,
			due 11/25/17	732,932
				1,778,670
			Whole Loan Collateralized
			Mortgage Obligations: 12.8%
539,565		C	ABN Amro Mortgage Corp.,
			4.141%, due 03/25/18	540,129

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Whole Loan Collateralized
			Mortgage Obligations (continued)
$	6,509,517	C	Banc of America Funding
			Corp., 5.352%,
			due 12/31/49	$	6,473,064
3,444,422		C	Banc of America Funding
			Corp., 5.750%,
			due 09/20/34	3,451,700
1,292,178		C	Bank of America Mortgage
			Securities, 5.250%,
			due 11/25/19	1,292,376
2,389,643		C	Banc of America Mortgage
			Securities, 5.500%,
			due 12/01/49	2,398,916
1,882,900		C	Bear Stearns Alt-A Trust,
			3.961%, due 07/25/34	1,885,686
359,119		C	Citicorp Mortgage Securities,
			Inc., 4.091%, due 03/25/33	359,578
3,227,032		C	Citigroup Mortgage Loan
			Trust, Inc., 3.580%,
			due 12/25/34	3,229,117
1,551,711		C	Countrywide Alternative
			Loan Trust, 3.941%,
			due 02/25/35	1,554,807
1,176,018		C	Countrywide Alternative
			Loan Trust, 4.191%,
			due 04/25/33	1,178,701
484,340		C	Countrywide Alternative
			Loan Trust, 4.330%,
			due 07/25/35	485,756
8,141,382		C	Countrywide Alternative
			Loan Trust, 5.415%,
			due 10/25/35	8,128,660
3,916,193		C	Countrywide Alternative
			Loan Trust, 5.500%,
			due 02/25/25	3,932,209
741,754		C	Countrywide Home Loan
			Mortgage Pass Through
			Trust,4.330%, due 04/25/18	743,734
1,936,595		C	Countrywide Home Loan
			Mortgage Pass Through
			Trust, 5.000%, due 11/25/18	1,921,490
4,275,402			Fannie Mae, 3.896%,
			due 02/17/29	343,644
595,461		C	First Horizon Asset Securities,
			Inc., 5.478%, due 10/25/35	596,578
1,360,267		C	Freddie Mac, 4.418%,
			due 04/15/32	1,370,106
1,277,960		C	Ginnie Mae, 4.478%,
			due 06/16/31	90,875
4,539,908		C	GMAC Mortgage Corp. Loan
			Trust, 5.264%, due 03/18/35	4,505,859
967,697		#,C	GSMPS Mortgage Loan Trust,
			3.991%, due 01/25/35	971,469
805,735		C	GSR Mortgage Loan Trust,
			4.141%, due 06/25/35	808,080
488,538		C	GSR Mortgage Loan Trust,
			4.500%, due 08/25/19	483,953
2,266,602		C	Harborview Mortgage Loan
			Trust, 4.139%, due 01/19/35	2,267,310
1,384,907		C	Homebanc Mortgage Trust,
			4.071%, due 08/25/29	1,391,441
$	4,676,171	C	Mastr Adjustable Rate
			Mortgages Trust, 5.365%,
			due 06/30/19	$	4,658,635
3,342,211		C	MASTR Alternative Loans
			Trust, 5.500%, due 01/25/20	3,376,584
496,787		C	MASTR Alternative Loans
			Trust, 6.500%, due 05/25/33	503,066
2,348,033		C	MLCC Mortgage Investors,
			Inc., 3.961%, due 10/25/28	2,349,450
3,871,874		C	MLCC Mortgage Investors,
			Inc., 4.060%, due 04/25/29	3,876,211
1,392,899		C	MLCC Mortgage Investors,
			Inc., 4.150%, due 01/25/29	1,394,663
1,059,251		C	QFA Royalties LLC, 7.300%,
			due 02/20/25	1,056,272
4,602,086		C	Residential Accredit Loans,
			Inc., 4.041%, due 04/25/35	4,604,991
7,732,735		C	Residential Accredit Loans,
			Inc., 4.141%, due 08/25/35	7,756,211
474,000		C	Residential Accredit Loans,
			Inc., 5.750%, due 04/25/35	476,221
1,541,793		C	Sequoia Mortgage Trust,
			4.066%, due 01/20/35	1,544,381
481,534		C,L	Sequoia Mortgage Trust,
			4.110%, due 11/20/33	482,055
1,810,250		C	Structured Adjustable Rate
			Mortgage Loan Trust,
			4.140%, due 07/25/35	1,807,775
4,621,588		C	Structured Asset Mortgage
			Investments, Inc., 4.029%,
			due 04/19/35	4,612,200
1,295,850		C	Thornburg Mortgage
			Securities Trust, 3.991%,
			due 12/25/33	1,298,840
4,643,450		C	Thornburg Mortgage
			Securities Trust, 4.011%,
			due 09/25/34	4,655,608
2,973,692		C	Washington Mutual, 4.041%,
			due 08/25/45	2,972,763
2,251,715		C	Washington Mutual, 6.000%,
			due 06/25/34	2,274,232
1,114,995		C	Washington Mutual MSC
			Mortgage Pass-Through
			CTFS, 4.141%, due 01/25/18	1,117,865
252,519		C	Washington Mutual MSC
			Mortgage Pass-Through
			CTFS, 4.241%, due 03/25/33	252,876
2,062,955		C	Washington Mutual, Inc.,
			3.795%, due 06/25/44	2,065,548
1,694,146		C	Washington Mutual, Inc.,
			3.951%, due 01/25/45	1,696,366
3,018,567		C	Washington Mutual, Inc.,
			4.080%, due 01/25/45	3,020,221
506,942		C	Wells Fargo Mortgage Backed
			Securities Trust, 4.141%,
			due 02/25/34	507,257
2,160,000		C	Wells Fargo Mortgage Backed
			Securities Trust, 4.500%,
			due 08/25/18	2,083,132
				110,848,661

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Principal
Amount				Value
			Whole Loan Collateralized
			Support CMO: 0.1%
$	967,054	C	Bank of America Mortgage
			Securities, 5.500%,
			due 11/25/33	$	963,432
				963,432

			Total Collateralized
			Mortgage Obligations
			(Cost $161,970,420)	160,164,454

OTHER BONDS: 0.3%

			Sovereign: 0.3%
1,105,000		@@,S,L	Mexico Government Intl.
			Bond, 6.625%, due 03/03/15	1,203,345
840,678		@@	Uruguay Government Intl.
			Bond, 10.500%, due 10/20/06	1,259,737
			Total Other Bonds
			(Cost $2,072,653)	2,463,082

MUNICIPAL BONDS: 0.3%

			Municipal: 0.3%
605,000			City of New York, NY, 5.000%,
			due 11/01/08	635,704
605,000			City of New York, NY, 5.000%,
			due 11/01/11	651,500
605,000		C	City of New York, NY, 5.000%,
			due 11/01/15	654,943
285,000		C	City of New York, NY, 5.000%,
			due 04/01/35	294,570
			Total Municipal Bonds
			(Cost $2,259,682)	2,236,717

Shares			Value

PREFERRED STOCK: 1.7%

		Banks: 0.6%
448	#,C	DG Funding Trust	4,796,400
			4,796,400

		Diversified Financial
		Services: 0.1%
40,975	C	National Rural Utilities
		Cooperative Finance Corp.	1,000,610
			1,000,610

		Electric: 0.1%
22,950		TECO Energy, Inc.	581,460
			581,460

		Insurance: 0.7%
125,557	@@,C	Aegon NV	3,200,448
126,650	C	Metlife, Inc.	3,210,577
			6,411,025

		Telecommunications: 0.2%
1,250	@@,#	Centaur Funding Corp.	1,633,594
			1,633,594
		Total Preferred Stock
		(Cost $14,473,876)	14,423,089

WARRANTS: 0.0%
20	@	American Tower Corp.	$	7,044
		Total Warrants
		(Cost $1,502)	7,044
		Total Long-Term Investments
		(Cost $924,611,548)	916,344,134

Principal
Amount					Value

SHORT-TERM INVESTMENTS: 31.5%
		Repurchase Agreement: 9.6%
$	82,978,000	Goldman Sachs Repurchase
		Agreement dated 09/30/05, 3.790%,
		due 10/03/05, $83,004,207 to be
		received upon repurchase
		(Collateralized by $151,702,488
		various U.S. Agency Obligations,
		6.500%-11.250%, Market Value
		plus accrued interest $85,467,688,
		due 08/15/06-11/15/26)			82,978,000
		Total Repurchase Agreement
		(Cost $82,978,000)			82,978,000

		Securities Lending Collateral^CC: 21.9%
189,517,473		The Bank of New York Institutional
		Cash Reserves Fund			189,517,473
		Total Securities Lending Collateral
		(Cost $189,517,473)			189,517,473
		Total Short-Term Investments
		(Cost $272,495,473)			272,495,473
		Total Investments In
		Securities (Cost
		$1,197,107,021)*	137.6	%	$	1,188,839,607
		Other Assets and
		Liabilities—Net	(37.6	)	(325,040,763)
		Net Assets	100.0	%	$	863,798,844

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

@ Non-income producing security

@@ Foreign issuer

STRIP Separate Trading of Registered Interest and Principal of Securities

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

C Bond may be called prior to maturity date.

cc Securities purchased with cash collateral for securities loaned.

S Segregated securities for certain derivatives, when-issued or delayed delivery securities and forward currency exchange contracts.

I Illiquid security

L Loaned security, a portion or all of the security is on loan at September 30, 2005.

* Cost for federal income tax purposes is $1,008,412,520. Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	880,086
Gross Unrealized Depreciation	(9,970,472		)
Net Unrealized Depreciation	$	(9,090,386	)

See Accompanying Notes to Financial Statements

		PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND		as of September 30, 2005 (Unaudited) (continued)

Information concerning open futures at September 30, 2005 is shown below:

Long Contracts	No. of Contracts	Notional Market Value		Expiration Date	Unrealized Gain/(Loss)
U.S. Long Bond	162	$	18,533,813	12/20/05	$	(237,482	)

Short Contracts
U.S. 2 Year
Treasury Note	90	$	18,530,156	01/05/06	$	19,238

Information concerning the Interest Rate Swap Agreements outstanding for the Intermediate Bond Fund at September 30, 2005, is shown below:

			Notional	Unrealized
	Termination		Principal	Appreciation
	Date		Amount	(Depreciation)

Received a fixed rate equal to 1.000%
and pay a floating rate based on 3-month LIBOR.
Counterparty: UBS AG	03/01/34	JPY	500,000,000	$	56,099

Received a floating rate equal to 3-month LIBOR + 2.510%
and pay a floating rate based on 3-month LIBOR + 1.700%.
Counterparty: UBS AG	03/01/34	JPY	291,945,000	31,275

Received a fixed rate equal to 1.000%
and pay a floating ratebased on 6-month LIBOR.
Counterparty: UBS AG	03/01/34	JPY	300,000,000	62,455
				$	149,829

See Accompanying Notes to Financial Statements

ING NATIONAL	PORTFOLIO OF INVESTMENTS
TAX-EXEMPT BOND FUND	as of September 30, 2005 (Unaudited)

Principal
Amount			Rating(1)	Value
MUNICIPAL BONDS: 97.9%
		California: 10.9%
$	330,000	California State Department of Veterans Affairs, 4.700%, due 12/01/09	AA2/AA+	$	340,976
1,000,000		Pleasant Valley School District- Ventura County, Reference Series A, 5.850%, due 08/01/31	AAA/AAA	1,218,190
500,000		San Marcos Public Facilities Authority, 5.000%, due 08/01/21	Aaa/AAA	526,275
1,000,000		State of California, 5.000%, due 01/01/08	AAA/AAA	1,042,650
				3,128,091

		Colorado: 5.6%
500,000		Colorado Health Facilities Authority, 5.350%, due 08/01/15	A3/AAA	524,350
1,000,000		Interlocken Metropolitan District Colorado Reference, Series A, 5.750%, due 12/15/19	NR/AA	1,081,420
				1,605,770

		Connecticut: 1.9%
520,000		Connecticut State Development Authority, 5.000%, due 10/15/23	Aaa/AAA	550,820
				550,820

		Florida: 9.2%
250,000		City of Tallahassee, 6.375%, due 12/01/30	A3/NR	269,298
500,000		Florida State Board of Education, 5.750%, due 06/01/22	Aa1/AA+	551,345
750,000		Gulf Breeze, 5.050%, due 12/01/20	AAA/AAA	805,238
1,000,000		Orlando & Orange County Expressway Authority, 2.760%, due 07/01/32	Aaa/AAA	999,999
				2,625,880

		Illinois: 8.5%
25,000		Chicago Illinois Tax Increment Redevelopment Project, Series A, 5.000%, due 11/15/10	NR/A	26,376
1,250,000		De Kalb-Ogle Etc. Counties Community College District No 523, FSA Insured, 5.750%, due 02/01/11	Aaa/NR	1,367,912
1,000,000		State of Illinois, 5.000%, due 04/01/17	Aa3/AA	1,046,650
				2,440,938

		Massachusetts: 4.6%
1,000,000		Massachusetts Development Finance Agency Revenue, Boston University, Series P, 6.000%, due 05/15/59	A3/BBB+	1,198,470
$	115,000	Massachusetts Health & Educational Facilities Authority, 6.500%, due 07/01/21	BAA2/BBB	$	125,833
				1,324,303

		Nevada: 7.5%
1,000,000		County of Clark, 5.000%, due 06/01/32	AAA/AAA	1,033,070
1,100,000		Washoe County Nevada Gas & Water Facilities, 6.300%, due 12/01/14	Aaa/AAA	1,122,396
				2,155,466

		New Mexico: 5.6%
1,000,000		Clovis Public Financing Authority, 5.000%, due 08/01/26	AAA/NR	1,053,560
500,000		New Mexico Finance Authority, 5.000%, due 04/01/16	AAA/AAA	538,165
				1,591,725

		New York: 15.4%
835,000		Albany Industrial Development Agency, 7.750%, due 01/01/10	NR/NR	921,055
1,000,000		City of New York, 5.000%, due 08/01/24	A1/A+	1,045,400
500,000		Metropolitan Transportation Authority, 5.000%, due 11/15/22	Aaa/AAA	528,995
1,000,000		New York State Dormitory Authority Revenue, Series C, 5.500%, due 07/01/15	Aaa/AAA	1,101,690
5,000		Tobacco Settlement Financing Authority, 5.000%, due 06/01/10	NR/AA-	5,008
775,000		Westchester County Industrial Development Agency, 4.750%, due 07/01/20	NR/A	783,696
				4,385,844

		North Carolina: 3.8%
710,000		City of Raleigh, 5.000%, due 02/01/24	Aa2/AA+	749,242
295,000		New Hanover County, 5.750%, due 11/01/12	Aa2/AA	331,592
				1,080,834

		Ohio: 0.2%
55,000		Lakota Local School District, School Improvement, 7.000%, due 12/01/10	AAA/AAA	64,481
				64,481

		Oklahoma: 7.9%
1,000,000		Oklahoma Industries Authority, 6.000%, due 08/15/19	NR/AAA	1,101,745

See Accompanying Notes to Financial Statements

ING NATIONAL	PORTFOLIO OF INVESTMENTS
TAX-EXEMPT BOND FUND	as of September 30, 2005 (Unaudited) (Continued)

Principal
Amount			Rating(1)		Value
$	1,000,000	Payne County Oklahoma Economic Development Authority, Student Housing Revenue, Collegiate Housing Foundation, Series A, 6.375%, due 06/01/30	Baa3/NR		$	1,145,630
					2,247,375

		Pennsylvania: 7.4%
1,000,000		Lebanon County Health Facilities Authority, 6.000%, due 11/15/35	BAA1/BBB+		1,075,380
1,000,000		Philadelphia Pennsylvania Hospitals & Higher Education Facilities Authority Revenue, Jefferson Health System, 5.000%, due 05/15/18	A1/AA+		1,031,620
					2,107,000

		Rhode Island: 0.5%
35,000		Dunns Corner Fire District, 7.950%, due 06/01/06	NR/NR		36,083
35,000		Dunns Corner Fire District, 8.000%, due 06/01/07	NR/NR		37,588
35,000		Dunns Corner Fire District, 8.050%, due 06/01/08	NR/NR		38,995
35,000		Dunns Corner Fire District, 8.100%, due 06/01/09	NR/NR		40,333
					152,999

		Tennessee: 0.9%
240,000		Knox County Health Educational & Housing Facilities Board, 5.750%, due 04/01/19	BAA1/NA		250,606
					250,606

		Texas: 8.0%
1,000,000		Harris County Health Facilities Development Authority Revenue, Series B, 5.750%, due 07/01/27	Aa3/AAA		1,194,600
1,000,000		Laredo Independent School District, 5.500%, due 08/01/20	Aaa/AAA		1,083,420
					2,278,020
		Total Municipal Bonds (Cost $27,037,029)			27,990,152

		Total Investments In Securities (Cost $27,037,029)*	97.9	%	$	27,990,152
		Other Assets and Liabilities-Net	2.1		604,356
		Net Assets	100.0	%	$	28,594,508

* Cost for federal income tax purposes is the same as for financial statement purposes. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	1,046,150
Gross Unrealized Depreciation	(93,027		)
Net Unrealized Appreciation	$	953,123

(1) Credit ratings are provided by Moody’s Investor’s Service, Inc. and Standards and Poor’s Rating Group (Unaudited)

See Accompanying Notes to Financial Statements

ING CLASSIC
MONEY MARKET FUND⁽¹⁾

PORTFOLIO OF INVESTMENTS
as of September 30, 2005 (Unaudited)

Principal
Amount				Value
CERTIFICATE OF DEPOSIT: 4.3%
$	26,000,000		Washington Mutual Bank,
			3.854%, due 05/31/06	$	26,100,380
			Total Certificate of Deposit
			(Cost $26,100,380)	26,100,380

COLLATERALIZED MORTGAGE OBLIGATIONS: 4.4%
5,800,000		@@,#	Cheyne 2004-1A,
			3.250%, due 11/10/05	5,800,000
5,400,000		@@,#,I	Newcastle CDO I Ltd.,
			3.860%, due 09/24/38	5,400,000
5,400,000		@@,#,I	Newcastle CDO III Corp.,
			3.976%, due 09/26/05	5,400,000
5,600,000		@@,#	Putnam Structured Product
			CDO, 3.788%, due 10/15/38	5,600,000
4,050,000		@@,#	Whitehawk CDO Funding
			Ltd., 3.890%, due 09/15/06	4,050,000
			Total Collateralized
			Mortgage Obligations
			(Cost $26,250,000)	26,250,000

COMMERCIAL PAPER: 42.7%
4,075,000		@@	Alliance & Leicester PLC,
			3.740%, due 12/07/05	4,046,408
1,300,000		@@	Alliance & Leicester PLC,
			3.910%, due 01/26/06	1,283,565
1,000,000			American Express Bank FSB,
			3.789%, due 10/17/05	1,000,001
11,600,000			American Express Bank FSB,
			3.906%, due 03/16/06	11,600,000
2,950,000			American Express Bank FSB,
			3.941%, due 06/13/06	2,950,404
5,000,000			American Express Credit
			Corp., 3.820%,
			due 10/14/05	5,000,181
4,100,000		@@,#	ASB Bank, 3.460%,
			due 10/18/05	4,092,914
13,900,000		@@,#	ASB Bank, 3.600%,
			due 11/01/05	13,855,713
3,513,000			Barton Capital LLC, 3.700%,
			due 11/01/05	3,501,474
14,000,000			Bear Sterns Cos., Inc., 2.610%,
			due 10/03/05	13,996,959
10,000,000			Concord Minutemen, 3.030%,
			due 10/05/05	9,995,789
6,000,000			Concord Minutemen, 3.690%,
			due 10/25/05	5,984,680
7,000,000		#	Crown Point Capital Co., LLC,
			3.630%, due 11/07/05	6,973,309
491,000		#	Crown Point Capital Co., LLC,
			3.920%, due 12/15/05	486,970
1,400,000		@@	Danske, 3.630%, due 10/17/05	1,397,604
600,000		@@	Danske, 3.740%, due 11/04/05	597,824
15,000,000			Greenwich Capital Corp.,
			3.710%, due 10/11/05	15,000,000
4,000,000			IXIX CP Corp., 3.500%,
			due 10/21/05	3,991,861
12,000,000			Master Funding LLC, 3.030%,
			due 10/05/05	11,994,947
7,000,000			Master Funding LLC, 3.340%,
			due 10/12/05	6,992,204
9,000,000		#	Master Funding LLC, 3.700%,
			due 10/31/05	8,971,425
$	5,500,000		Monument Gardens Funding
			LLC, 3.230%, due 10/11/05	$	5,494,576
20,500,000			Monument Gardens Funding
			LLC, 3.700%, due 11/18/05	20,397,227
3,720,000		#	Park Avenue Receivables Corp.,
			3.600%, due 10/18/05	3,713,325
3,836,000			Rabobank USA Financial Corp.,
			2.590%, due 10/03/05	3,835,173
8,000,000		@@,#	Saint Germain Holdings,
			3.500%, due 10/12/05	7,990,687
5,000,000		@@,#	Saint Germain Holdings,
			3.660%, due 10/24/05	4,987,829
10,169,000		@@,#	Saint Germain Holdings,
			3.680%, due 10/26/05	10,142,037
3,650,000		@@,#	Saint Germain Holdings,
			3.680%, due 10/27/05	3,639,956
25,000,000		#	Three Pillars Funding Corp.,
			2.590%, due 10/03/05	24,994,597
1,250,000			Three Pillars Funding Corp.,
			3.060%, due 10/07/05	1,249,256
3,164,000		#	Thunder Bay Funding, Inc.,
			3.300%, due 10/07/05	3,161,970
20,000,000			Tulip Funding Corp., 3.620%,
			due 10/20/05	19,959,889
7,500,000			Tulip Funding Corp., 3.690%,
			due 10/28/05	7,478,513
1,700,000		@@	UBS Finance, 3.850%,
			due 11/23/05	1,690,239
2,800,000		@@	Westpac Capital Corp.,
			3.570%, due 10/26/05	2,792,806
2,300,000		@@	Westpactrust, 3.630%,
			due 10/17/05	2,296,064
			Total Commercial Paper
			(Cost $257,538,376)	257,538,376

CORPORATE BONDS/NOTES: 37.1%
2,400,000		@@	Alliance & Leicester PLC,
			3.813%, due 10/27/05	2,400,275
3,419,000			American Express Co., 6.875%,
			due 11/01/05	3,427,457
4,600,000		#	American General Finance
			Corp., 3.768%, due 10/13/06	4,600,000
1,750,000			American General Finance
			Corp., 5.875%, due 07/14/06	1,774,899
9,500,000		#	American Honda Finance,
			3.700%, due 09/18/06	9,500,000
3,000,000		#	American Honda Finance,
			3.800%, due 10/03/05	3,000,024
2,130,000			American Intl. Group, Inc.,
			2.850%, due 12/01/05	2,126,307
13,250,000			BNP Paribas, 3.742%,
			due 06/21/06	13,246,793
3,990,000			Bank One Corp., 3.900%,
			due 08/11/06	3,994,492
—			Bank One Corp., 6.500%,
			due 02/01/06	692
7,500,000			Barclays Bank PLC, 3.754%,
			due 06/21/06	7,498,868
3,000,000			Barclays Bank PLC, 3.771%,
			due 10/31/05	2,999,910
5,725,000			Bear Stearns Cos, Inc., 3.848%,
			due 09/28/06	5,725,000
5,800,000			Bear Stearns Cos, Inc., 3.930%,
			due 10/05/06	5,800,000

See Accompanying Notes to Financial Statements

ING CLASSIC
MONEY MARKET FUND⁽¹⁾

PORTFOLIO OF INVESTMENTS
as of September 30, 2005 (Unaudited) (Continued)

Principal
Amount						Value
$	4,958,000		Citigroup, Inc., 6.750%,
			due 12/01/05			$	4,987,485
2,000,000			General Electric Capital Corp.,
			3.950%, due 05/12/06			2,002,230
8,400,000			General Electric Capital Corp.,
			4.040%, due 11/09/06			8,401,150
2,940,000			Goldman Sachs Group, Inc.,
			3.900%, due 08/01/06			2,941,255
5,300,000		#	Goldman Sachs Group LP,
			3.966%, due 10/13/06			5,300,000
10,500,000		I	Goldman Sachs Group, Inc.,
			4.001%, due 2/13/06			10,500,000
4,800,000			HBOS Treasury Services PLC,
			3.460%, due 10/18/05			4,791,704
4,200,000		@@,#	HBOS Treasury Services PLC,
			3.880%, due 09/01/06			4,200,000
10,000,000		@@	HBOS Treasury Services PLC,
			3.900%, due 01/11/06			10,000,243
7,600,000		@@,#	HBOS Treasury Services PLC,
			4.011%, due 10/24/06			7,600,000
4,584,000			HSBC Finance Corp., 6.500%,
			due 01/24/06			4,619,186
2,300,000			Lehman Brothers Holdings, Inc.,
			6.625%, due 02/05/06			2,320,347
11,500,000		#,I	Money Market Trust Series A,
			4.045%, due 8/30/2005			11,500,000
8,000,000			Morgan Stanley, 3.820%,
			due 11/1/05			7,973,684
8,500,000			Morgan Stanley, 3.900%,
			due 10/03/05			8,498,158
10,150,000			Morgan Stanley, 4.250%,
			due 03/27/06			10,163,484
6,500,000			Societe Generale, 3.771%,
			due 03/30/06			6,498,989
3,500,000			Suntrust Bank, 4.090%,
			due 10/03/05			3,500,000
3,750,000		#	The Bank of New York Co., Inc.,
			3.870%, due 10/27/06			3,750,000
2,410,000			UnitedHealth Group, Inc.,
			7.500%, due 11/15/05			2,420,548
10,000,000			Verizon Global Funding Corp.,
			3.980%, due 10/13/06			10,000,000
16,448,000			Verizon Global Funding Corp.,
			6.750%, due 12/01/05			16,542,760
1,000,000			Washington Mutual Bank,
			4.000%, due 07/25/06			1,002,713
4,500,000			Wells Fargo & Co., 3.910%,
			due 11/02/06			4,500,010
3,300,000			Westpac Banking Corp.,
			3.844%, due 10/11/06			3,300,000
			Total Corporate Bonds/Notes
			(Cost $223,408,663)			223,408,663

U.S. GOVERNMENT AGENCY OBLIGATIONS: 6.6%
			Federal Home Loan Bank: 5.4%
11,550,000			2.500%, due 12/15/05			11,536,935
15,600,000			3.764%, due 06/14/06			15,598,332
5,700,000			3.814%, due 07/21/06			5,700,000
						32,835,267
			Federal National Mortgage
			Association: 1.2%
$	3,500,000		3.749%, due 10/07/05			$	3,500,062
3,800,000			6.000%, due 12/15/05			3,822,353
						7,322,415
			Total U.S. Government
			Agency Obligations
			(Cost $40,157,682)			40,157,682

REPURCHASE AGREEMENT: 1.8%
			Repurchase Agreement: 1.8%
10,706,000			Golodman Sachs Repurchase
			Agreement dated 09/30/05, 3.790%
			due 10/03/05, $10,709,381 to be
			received upon repurchase
			(Collateralized by $13,518,000
			various U.S. Treasury obligations,
			3.500%-6.500%, Market Value plus
			accrued interest $11,027,470,
			due 11/15/06-11/15/26)			10,706,000
			Total Repurchase Agreement
			(Cost $10,706,000)			10,706,000
			Total Investments in
			Securities (Cost
			$584,161,101)	96.9	%	$	584,161,101
			Other Assets and
			Liabilities-Net	3.1		18,646,649
			Net Assets	100	%	$	602,807,750

(1) All securities with a maturity date greater than 13 months have either a variable rate, demand feature, prerefunded, optional or mandatory put resulting in an effective maturity of one year or less. Rate shown reflects current rate.

@@ Foreign Issuer

I Illiquid Securities

* Cost for federal income tax purposes is the same as for financial statement purposes.

See Accompanying Notes to Financial Statements

ING INSTITUTIONAL PRIME
MONEY MARKET FUND⁽¹⁾

PORTFOLIO OF INVESTMENTS
AS OF SEPTEMBER 30, 2005 (UNAUDITED)

Principal
Amount				Value
CERTIFICATE OF DEPOSIT: 2.8%
$	1,000,000		Washington Mutual Bank FA,
			3.670%, due 05/31/06	$	1,000,043
1,500,000			Wells Fargo Bank, 3.770%,
			due 07/24/06	1,499,708
			Total Certificate of Deposit
			(Cost $2,499,751)	2,499,751

COMMERCIAL PAPER: 37.9%
1,200,000			ANZ Delaware, Inc., 3.640%,
			due 10/18/05	1,197,818
2,500,000			ANZ National Bank, 3.480%,
			due 10/21/05	2,494,931
1,500,000		@@,#	ASB Bank Ltd., 3.600%,
			due 10/18/05	1,497,308
1,000,000		@@,#	ASB Bank Ltd., 3.600%,
			due 11/01/05	996,814
280,000		@@,#	ASB Bank Ltd., 3.770%,
			due 11/10/05	278,802
1,000,000		@@	Alliance & Leicester PLC,
			3.910%, due 01/26/06	987,358
2,000,000		@@	Barclays Bank PLC, 2.400%,
			due 10/03/05	1,999,600
2,500,000			Cafco LLC, 2.590%,
			due 10/03/05	2,499,461
300,000			CBA Finance, 3.660%,
			due 10/25/05	299,240
600,000		@@	Danske, 3.320%, due 10/11/05	599,392
2,200,000		@@	Danske, 3.620%, due 11/07/05	2,191,634
400,000		@@	Danske, 3.630%, due 10/17/05	399,316
330,000		@@	Danske, 3.700%, due 10/24/05	329,188
1,600,000		@@	Dexia Delaware LLC, 3.830%,
			due 11/21/05	1,591,205
250,000			Edison Asset Securities,
			3.670%, due 11/14/05	248,859
2,500,000			Galaxy Funding, Inc., 2.580%,
			due 10/03/05	2,499,463
650,000			Galaxy Funding, Inc., 3.610%,
			due 10/20/05	648,700
200,000			General Electric Capital Corp.,
			3.490%, due 10/12/05	199,768
2,100,000			HBOS Treasury Services PLC,
			3.000%, due 10/06/05	2,098,951
200,000			HBOS Treasury Services PLC,
			3.080%, due 10/05/05	199,914
700,000			HBOS Treasury Services PLC,
			3.540%, due 10/25/05	698,283
1,000,000			Morgan Stanley Group, Inc.,
			4.250%, due 03/27/06	1,001,344
344,000			Societe Generale, 3.170%,
			due 10/06/05	343,818
2,300,000			UBS Finance, 3.720%,
			due 11/30/05	2,285,587
950,000			UBS Finance, 3.850%,
			due 11/28/05	944,046
2,000,000			Westpactrust, 2.470%,
			due 10/03/05	1,999,589
1,200,000			Westpactrust, 3.430%,
			due 10/17/05	1,198,061
1,500,000			Windmill Funding Corp.,
			2.570%, due 10/03/05	1,499,678
$	481,000		Yorktown Capital LLC, 3.170%,
			due 10/06/05	$	480,746
			Total Commercial Paper
			(Cost $33,708,874)	33,708,874

CORPORATE BONDS/NOTES: 39.4%
1,250,000		#	Allstate Financial Global
			Funding, 6.150%,
			due 02/01/06	1,258,402
2,500,000			American Express Co., 6.875%,
			due 11/01/05	2,506,287
1,000,000		#	American Honda Finance Corp.,
			3.700%, due 09/18/06	1,000,000
2,000,000		#	American Honda Finance Corp.,
			3.800%, due 10/03/05	2,000,016
1,000,000			American International Group,
			Inc., 2.850%, due 12/01/05	998,266
—			Bank One Corp., 6.500%,
			due 02/01/06	367
500,000			Bear Stearns Cos., Inc., 4.000%,
			due 09/15/06	500,984
3,500,000			BNP Paribas, 3.742%,
			due 06/21/06	3,499,153
500,000		#	Cargill, Inc., 6.250%,
			due 05/01/06	505,759
400,000			Citigroup Global Markets
			Holdings, Inc., 3.884%,
			due 12/12/05	399,985
1,500,000		#	Goldman Sachs Group LP,
			3.868%, due 10/13/06	1,501,358
990,000			Goldman Sachs Group, Inc.,
			3.972%, due 08/18/06	991,256
1,000,000			HSBC Finance Corp., 6.500%,
			due 01/24/06	1,007,676
1,500,000			HSBC Finance Corp., 3.974%,
			due 06/22/06	1,500,471
2,000,000			Lehman Brothers Holdings, Inc.,
			4.140%, due 02/13/06	2,003,103
1,500,000			M&I Marshall & Ilsley Bank,
			5.209%, due 12/15/05	1,503,602
1,000,000			Merrill Lynch & Co., Inc.,
			3.778%, due 07/25/06	1,000,882
1,160,000			Merrill Lynch & Co., Inc.,
			4.020%, due 01/13/06	1,161,390
600,000			Merrill Lynch & Co., Inc.,
			4.220%, due 05/22/06	601,336
500,000			Merrill Lynch & Co., Inc.,
			4.101%, due 05/26/06	500,685
2,000,000		#	Money Market Trust Series A,
			3.843%, due 10/10/06	2,001,298
500,000			Suntrust Bank, 3.529%,
			due 10/03/05	499,997
3,521,000			Verizon Global Funding Corp.,
			6.750%, due 12/01/05	3,536,673
3,015,000			Wal-Mart Stores, Inc., 5.875%,
			due 10/15/05	3,017,216
1,580,000			Washington Mutual Bank FA,
			4.000%, due 07/25/06	1,584,256
			Total Corporate Bonds/Notes
			(Cost $35,080,418)	35,080,418

See Accompanying Notes to Financial Statements

ING INSTITUTIONAL PRIME
Money Market Fund⁽¹⁾

PORTFOLIO OF INVESTMENTS
as of September 30, 2005 (Unaudited) (Continued)

Principal
Amount					Value
REPURCHASE AGREEMENT: 16.2%
$	14,366,000	Deutsche Bank Repurchase
		Agreement dated 09/30/05, 3.700%,
		due 10/03/05, $14,370,430 to be
		received upon repurchase
		(Collateralized by $14,518,000
		Federal Home Loan Mortgage
		Corporation, 3.750%, Market Value
		plus accrued Interest $14,654,143,
		due 04/15/07)			$	14,366,000
		Total Repurchase Agreement
		(Cost $14,366,000)			14,366,000
		Total Investments In
		Securities (Cost $85,655,043)*	96.3	%	$	85,655,043
		Other Assets and Liabilities-Net	3.7		3,307,966
		Net Assets	100.0	%	$	88,963,009

(1) All Securities with a maturity date greater than 13 months have either a variable rate, demand feature, prerefunded, optional or mandatory put resulting in an effective maturity of one year or less. Rate shown reflects current rate.

@@ Foreign issuer

* Cost for federal income tax purposes is the same as for financial statement purposes.

See Accompanying Notes to Financial Statements

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

Under Section 15(c) of the Investment Company Act of 1940 (the “1940 Act”), after an initial period, the Funds’ existing investment advisory and sub-advisory contracts remain in effect only if the Board of Trustees (the “Board”) of ING Funds Trust, including a majority of the Trustees who have no direct or indirect interest in the advisory and sub-advisory contracts, and who are not “interest persons” of the Funds, as such term is defined under the 1940 Act (the “Independent Trustees”), annually review and renew them.

In this regard, at a meeting held on August 31, 2004 the Board, including a majority of the Independent Trustees, considered whether to renew the investment advisory contracts (the “Advisory Contracts”) between ING Investments, LLC (the “Adviser”) and the Funds and the sub-advisory contracts (“Sub-Advisory Contracts”) with ING Investment Management Co., the sub-adviser to the Funds (the “Sub-Adviser”), for the period September 1, 2004 through August 31, 2005. Subsequently, at its meeting held on July 21, 2005, the Board considered whether to renew the terms of the Advisory and Sub-Advisory Contracts for an “interim” period commencing on September 1, 2005 and ending on November 30, 2005. The interim approval was necessary to align the Funds’ annual renewal periods with those of other Funds in the ING Funds complex.

At the August 31, 2004 meeting, the Board voted to renew the Advisory Contracts and Sub-Advisory Contracts for the Funds for the year ended August 31, 2005. At its July 21, 2005 meeting, the Board voted to renew these Contracts for the interim period ending November 30, 2005. In reaching these decisions, the Board took into account a number of factors its members believed, in light of the legal advice furnished to the Board by Kirkpatrick & Lockhart Nicholson Graham LLP (“K&LNG”), legal counsel to the Independent Trustees, and their own business judgment, to be relevant.

In connection with their deliberations on August 31, 2004 relating to the renewal of each Fund’s current Advisory Contract and Sub-Advisory Contract, the Board, including the Independent Trustees, considered information that had been provided by the Adviser and the Sub-Adviser throughout the year at regular Board Meetings, as well as information furnished in advance of the August 31, 2004 Board meeting, which was held to specifically consider such renewals for purposes of annual renewal. This information included the following items: (1) FACT sheets for each Fund that provide information about the performance and expenses of the Fund and its respective peer group, as well as information about the Fund’s investment portfolio, objective and strategies; (2) the 15(c) Methodology Guide that describes how the FACT sheets were prepared, including how benchmarks and peer groups were selected and how profitability was determined; (3) responses to questions from K&LNG, legal counsel to the Independent Trustees; (4) copies of each form of Advisory and Sub-Advisory Contract; (5) copies of the Form ADV for the Adviser and Sub-Adviser; (6) financial statements for the Adviser and Sub-Adviser; and (7) other information relevant to their evaluations.

In connection with their deliberations on July 21, 2005 relating to each Fund’s current Advisory Contract and Sub-Advisory Contract, the Board, including the Independent Trustees, considered information that had been provided by the Adviser and the Sub-Adviser throughout the year at regular Board and Committee Meetings, beginning in August 2004 in anticipation of the August contract renewal and continuing at periodic meetings thereafter. Such information included, among other things, a detailed analysis of Fund performance, including attribution analysis, provided at all regular Board meetings.

The Board also considered information furnished in advance of the July 21, 2005 Board meeting, which was held to, among other things, specifically consider Advisory and Sub-Advisory Contract renewals for the interim period ending November 30, 2005. This information included the following items: (1) updated performance information through May 31, 2005 with respect to the Funds; (2) responses to questions from K&LNG, legal counsel to the Independent Trustees; (3) copies of each form of Advisory and Sub-Advisory Contract; (4) representations that there were no material changes in the management fees and expense ratios borne by the Funds since the August approval; and (5) other information relevant to their evaluations. In determining that this information was sufficient to support the interim renewal, the Board took into consideration that it would meet again, at an in-person meeting to be held in November 2005, to consider whether to approve the Advisory and Sub-Advisory Contracts for the Funds for a 12-month period beginning on December 1, 2005 and ending November 30, 2006. The interim and subsequent November renewals would place the Funds on a December 1 renewal cycle, and result in all of the mutual funds in the ING mutual funds complex under the purview of the Board being placed on the same annual renewal cycle on a going-forward basis.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

The Board was also provided, in August 2004 and July 2005, with narrative summaries addressing key factors the Board customarily considers in evaluating the renewal of Advisory and Sub-Advisory Contracts, including an analysis for each Fund of how performance and fees compare to its selected peer group and/or designated benchmarks.

In arriving at its conclusions with respect to the advisory arrangements with the Adviser, the Board was mindful of the “manager-of-managers” platform of the ING Funds. The Board also noted the resources that the Adviser has committed to the Board and the Board’s International Equity and Fixed Income Investment Review Committee (the “Investment Review Committee”) to assist the Board and Investment Review Committee members with their assessment of the investment performance of the Funds. This includes the appointment of a Chief Investment Risk Officer and his staff, who report directly to the Board, and who have developed attribution analyses and other metrics used by the Investment Review Committee to analyze the key factors underlying investment performance for the Funds. The Board also noted the techniques used by the Adviser to monitor the performance of the Sub-Adviser, and took note of the pro-active approach that the Adviser, working in cooperation with the Investment Review Committee, has taken to advocate or recommend, when it believed appropriate, changes intended to assist performance of the Funds. In considering whether to renew the Sub-Advisory Contracts, the Board took into account any applicable steps that the Sub-Adviser had taken to improve the Funds’ performance, including enhancements to the Sub-Adviser’s fixed-income portfolio management teams and management’s views as to improvements in the Sub-Adviser’s risk strategies for the Funds.

Fund-by-Fund Analysis

The following paragraphs outline certain of the specific factors that the Board considered, and the conclusions reached, at its August 2004 and July 2005 meetings in relation to renewing each Fund’s current Advisory Contract and its Sub-Advisory Contract for the year ending August 31, 2005 and the interim period ending November 30, 2005, respectively.

ING GNMA Income Fund

In its renewal deliberations for ING GNMA Income Fund in August 2004, the Board considered that: (1) the management fee for the Fund is above the median and the average management fees of the funds in its Selected Peer Group, but within one standard deviation of the average; (2) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its Selected Peer Group, but within one standard deviation of the average; and (3) the Fund underperformed its benchmark index for the most recent quarter and one-, three, and five-year periods and its Selected Peer Group median for the most recent quarter and one-year period, but it outperformed its benchmark index for the two-year period and its Selected Peer Group median for the two-, three-, and five-year periods.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) although the Fund has underperformed relative to its peers in certain periods, it is reasonable to permit the Sub-Adviser the opportunity to demonstrate the more favorable longer-term performance anticipated by management; 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. The Board also noted that there would be further opportunity for review of more recent performance and other relevant factors in the course of deliberations for the next annual renewal in November 2005.

Based on these conclusions and other factors, the Board voted to renew the Advisory and Sub-Advisory Contracts for the Fund for year ended August 31, 2005 and the interim period ending November 30, 2005. During this renewal process, different Board members

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

may have given different weight to different individual factors and related conclusions.

ING High Yield Bond Fund

In its renewal deliberations for ING High Yield Bond Fund in August 2004, the Board considered that: (1) the management fee for the Fund is above the median and the average management fees of the funds in its Selected Peer Group, but within one standard deviation of the average; (2) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its Selected Peer Group, but within one standard deviation of the average; (3) the Fund underperformed its benchmark index for the periods reviewed by the Board; (4) the Sub-Adviser’s focus on higher quality high yield securities adversely affected the Fund’s performance relative to its peers; and (5) the Fund was to merge with ING High Yield Opportunity Fund, which would result in reductions in the Fund’s annualized expense limitation.

In analyzing this performance data, the Board noted that the Fund’s performance vis-à-vis the benchmark index, the Lipper Category Median, and the Morningstar Category Average for more recent periods (one- and three-months and year-to-date ended May 31, 2005) had not been as significant as prior periods, indicating that the Fund’s relative performance was improving. The Board also took into account the Sub-Adviser’s efforts to develop refined processes for capitalizing on opportunities in the full spectrum of the high yield bond universe. Finally, the Board considered that the Fund’s expense limit had been reduced in conjunction with the merger of ING High Yield Opportunity Fund with and into the Fund, which can be expected to contribute to improved performance.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the portfolio managers had been consistent in their investment approach focusing on higher quality securities and had undertaken steps to refine their investment process, and it is reasonable to permit the Sub-Adviser to continue to manage the Fund in order to demonstrate the more favorable longer-term performance anticipated by management; 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. The Board also noted that there would be further opportunity for review of more recent performance and other relevant factors in the course of deliberations for the next annual renewal in November 2005.

ING Intermediate Bond Fund

In its renewal deliberations for ING Intermediate Bond Fund in August 2004, the Board considered that: (1) the management fee for the Fund is above the median and the average management fees of the funds in its Selected Peer Group, but within one standard deviation of the average; (2) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its Selected Peer Group, but within one standard deviation of the average; and (3) the Fund outperformed its benchmark index and Selected Peer Group median for all periods reviewed by the Board in August 2004.

In considering whether to approve the Fund’s interim period renewal, the Board further considered that: (1) the Fund outperformed its benchmark for the year-to-date, one-, three- and five-year periods ended May 31, 2005, but underperformed for the one- and three-month periods ended May 31, 2005; and (2) the Fund outperformed its Lipper Category Median and its Morningstar Category Average for all periods considered.

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

by the Board; (3) the Fund’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 Fund for year ended August 31, 2005 and the interim period ending November 30, 2005. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

ING National Tax-Exempt Bond Fund

In its renewal deliberations for ING National Tax-Exempt Bond Fund in August 2004, the Board considered that: (1) the management fee for the Fund is above the median and average management fees of the funds in its Selected Peer Group, but within one standard deviation of the average; (2) the expense ratio for the Fund is above the median and average expense ratios of the funds in its Selected Peer Group, but within one standard deviation of the average; and (3) the Fund underperformed the benchmark indices for all periods presented, except the quarter ended June 30, 2004, but the Fund outperformed its Selected Peer Group median for the most recent quarter, two-, and three-year periods.

The Board also considered that, in response to input from the Board, in 2004 management lowered the expense limit for the Fund, thus bringing it slightly above that of its Selected Peer Group average. Additionally, the management fee was modified to include breakpoints, permitting the Fund and its shareholders to benefit from economies of scale as assets grow.

In considering whether to approve the Fund’s interim period renewal, the Board further considered that: (1) the Fund underperformed its benchmark index for the periods reviewed by the Board in July; and (2) the Fund underperformed its Lipper Category Median and its Morningstar Category Average for most periods ended May 31, 2005, except that it outperformed both these comparative measures for the five-year periods, and slightly outperformed the Lipper Category Median for the year-to-date and three year period. In analyzing this performance data, the Board took into account that the Fund’s performance gap vis-à-vis its benchmark lessened for the one- and three-month and year-to-date periods, as compared to the one-, three- and five-year periods, ended May 31, 2005. The Board also considered that the expense cap for the Fund had been lowered in January 2005 and a breakpoint was added to the advisory and sub-advisory fees of the Fund in January 2005 in response to the Board’s directive after the August contract renewal, which can be expected to result in lower fees for the Fund at higher asset levels.

After its deliberation, the Board reached the following conclusions, (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) while the Fund had underperformed relative to its peers in certain periods, it is reasonable to permit the Sub-Adviser to continue to manage the Fund to afford it the opportunity to demonstrate the more favorable longer-term performance anticipated by management; 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. The Board also noted that there would be further opportunity for review of more recent performance and other relevant factors in the course of deliberations for the next annual renewal in November 2005.

ING Classic Money Market Fund

In its renewal deliberations for ING Classic Money Market Fund, in August 2004 the Board considered that: (1) the management fee for the Fund is below the median and the average management fees of the funds in its comparable universe of funds (“Selected Peer Group”); (2) the expense ratio for the Fund is above the median and the average expense ratios of the funds in its Selected Peer Group, but within one standard deviation of the average; and (3) the Fund has consistently outperformed its Selected Peer Group median and outperformed its benchmark index in all periods reviewed by the Board, except the quarter ended June 30, 2004.

In considering whether to approve the Fund’s interim period renewal, in July 2005 the Board further considered that, based on performance data for the period ended May 31, 2005, the Fund

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

underperformed its benchmark for all periods considered, but outperformed or met its Lipper Category Median for all such periods. In analyzing this performance data, the Board took into account the addition of a new portfolio manager to the Sub-Adviser’s portfolio management team, and its continuing efforts to maintain portfolio management expertise and credit risk assessment capabilities. The Board also considered that, in February 2005, ING Money Market Fund and ING Lexington Money Market Trust were merged, at the expense of the Adviser, with and into ING Classic Money Market Fund, increasing the size of assets under management, which can be expected to benefit the Fund.

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Sub-Adviser had committed resources to build and maintain its investment management capabilities, and it is reasonable to permit the Sub-Adviser to continue to manage the Fund to demonstrate the favorable longer-term performance anticipated by management; 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. The Board also noted that there would be further opportunity for review of more recent performance and other relevant factors in the course of deliberations for the next annual renewal in November 2005.

ING Funds Distributor, LLC offers the funds listed below. Before investing in a fund, shareholders should carefully review the fund’s prospectus. Investors may obtain a copy of a prospectus of any ING Fund by calling (800) 992-0180.

Domestic Equity and Income Funds

ING Balanced Fund
ING Convertible Fund
ING Equity and Bond Fund
ING Equity Income Fund
ING Real Estate Fund

Domestic Equity Growth Funds

ING Disciplined LargeCap Fund
ING Growth Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING SmallCap Opportunities Fund
ING Small Company Fund

Domestic Equity Index Funds

ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund

Domestic Equity Value Funds

ING Financial Services Fund
ING LargeCap Value Fund
ING MagnaCap Fund
ING MidCap Value Fund
ING MidCap Value Choice Fund
ING SmallCap Value Fund
ING SmallCap Value Choice Fund
ING Value Opportunity Fund

Fixed Income Funds

ING GNMA Income Fund
ING Government Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING National Tax-Exempt Bond Fund

Global Equity Funds

ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Global Science and Technology Fund
ING Global Value Choice Fund

International Equity Funds

ING Emerging Countries Fund
ING Foreign Fund
ING International Fund
ING International Growth Fund
ING International SmallCap Fund
ING International Value Fund
ING International Value Choice Fund
ING Precious Metals Fund
ING Russia Fund

Loan Participation Fund

ING Senior Income Fund

Money Market Funds*

ING Aeltus Money Market Fund
ING Classic Money Market Fund
ING Institutional Prime Money Market Fund

Strategic Allocation Funds

ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund

* An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

PROXY VOTING INFORMATION

A description of the policies and procedures that the Registrant uses 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 Registrant’s website at www.ingfunds.com and (3) on the Securities and Exchange Commission’s (“SEC”) website at www.sec.gov.

Information regarding how the Registrant voted proxies related to portfolio securities during the most recent 12-month period ended June 30 is available without charge on the Registrant’s website at www.ingfunds.com and on the SEC’s website at www.sec.gov.

QUARTERLY PORTFOLIO HOLDINGS

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

Investment Manager

ING Investments, LLC

7337 E. Doubletree Ranch Road

Scottsdale, Arizona 85258

Administrator

ING Funds Services, LLC

7337 E. Doubletree Ranch Road

Scottsdale, Arizona 85258

Distributor

ING Funds Distributor, LLC

7337 E. Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-334-3444

Transfer Agent

DST Systems, Inc.

330 West 9th Street

Kansas City, Missouri 64105

Custodian

The Bank of New York

100 Colonial Center Parkway, Suite 300

Lake Mary, Florida 32746

Legal Counsel

Dechert

1775 I Street, N.W

Washington, D.C. 20006

For more complete information, or to obtain a prospectus on any ING fund, please call your Investment Professional or ING Funds Distributor, LLC at (800) 992-0180 or log on to www.ingfunds.com. The prospectus should be read carefully before investing. Consider the fund’s investment objectives, risks, charges and expenses carefully before investing. The prospectus contains this information and other information about the fund.

PRSAR-UFIABCMOR

(0905-112705)

Semi-Annual Report

September 30, 2005

Classes I and Q

Fixed Income Funds

• ING GNMA Income Fund

• ING Intermediate Bond Fund

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PRESIDENT’S LETTER

James M. Hennessy	Dear Shareholder,
	We are in the midst of an exciting time here at ING Funds. We began the year by introducing the ING Global Equity Dividend and Premium Opportunity Fund that gave investors an opportunity to invest in global companies with a history of attractive dividend yields. When the Fund’s initial offering period closed, it proved to be one of the five largest unleveraged closed-end funds in history. The success of the Fund offering illustrates what ING Funds is really all about: fresh thinking in financial services. The Fund’s offering success also confirmed something else that we have long believed; namely, that investors are excited about opportunities beyond our shores. As globalization grows, investment opportunities grow as well. In 1970, only about one-third of equity market capitalization was located abroad; by 2004, that number had jumped to 50 percent¹. It is often said that the world is becoming ever more complicated. This is undoubtedly true in the world of investments
where the range of asset classes and investment techniques has never been wider. To take advantage of the opportunities that are now available, it is essential to seek investment partners who have the required breadth and depth of experience — on a global basis.

Our goal at ING Funds is to deliver innovative investment products that help you, the investor, to achieve your financial dreams. We have also long been committed to uncovering opportunities worldwide.

We will continue to bring you opportunities — wherever they occur. With access to more than 700 ING investment management professionals who are located around the world and who, in our consideration, deliver exceptional insight into markets in Europe, the Americas and the Asia-Pacific region, we believe we are in a unique position to help you take advantage of the opportunities that the world has to offer.

On behalf of everyone here at ING Funds, I thank you for your continued support and loyalty. We look forward to serving you in the future.

Sincerely,



James M. Hennessy President ING Funds October 27, 2005

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

¹ Morgan Stanley Capital International

MARKET PERSPECTIVE: SIX MONTHS ENDED SEPTEMBER 30, 2005

⁽⁵⁾ The MSCI Japan Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in Japan.

⁽⁶⁾ The MSCI 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.

⁽⁷⁾ 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 the Chief Investment Risk Officer only through the end of the period, and is subject to change based on market and other conditions.

ING GNMA INCOME FUND

PORTFOLIO MANAGERS’ REPORT

Investment Types
as of September 30, 2005

(as a percent of total investments)

Portfolio holdings are subject to change daily.

Performance: For the six months ended September 30, 2005, the Fund’s Class I shares, excluding sales charges, provided a total return of 1.84% compared to 2.12% return for the Lehman Brothers Mortgage-Backed Securities Index (“Lehman MBSIndex”)⁽⁵⁾.

PORTFOLIO MANAGERS’ REPORT

ING GNMA INCOME FUND


Average Annual Total Returns for the Periods Ended September 30, 2005

		Since Inception		Since Inception
		of Class I		of Class Q
	1 Year	January 7, 2002		February 26, 2001
Class I	2.34%	4.84	%	—
Class Q	2.14%	—		5.02	%
Lehman Brothers Mortgage-Backed Securities Index⁽¹⁾	3.29%	4.91	%⁽²⁾	5.32	%⁽³⁾

Based on a $10,000 initial investment, the table above illustrates the total return of ING GNMA Income Fund 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 table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

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

⁽¹⁾	The Lehman Brothers Mortgage-Backed Securities Index is an unmanaged index composed of fixed income security mortgage pools sponsored by GNMA, FNMA and FHLMC, including GNMA Graduated Payment Mortgages.

⁽²⁾	Since inception performance for index is shown from January 1, 2002.

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

ING INTERMEDIATE BOND FUND

PORTFOLIO MANAGERS’ REPORT

Investment Types
as of September 30, 2005

(as a percent of total investments)

Portfolio holdings are subject to change daily.

Performance: For the six months ended September 30, 2005, the Fund’s Class I shares, excluding sales charges, provided a total return of 2.53% compared to 2.31% for the Lehman Brothers Aggregate Bond Index⁽⁴⁾.

Our short duration posture in June was not beneficial. Term structure exposure was generally flat to the benchmark with a slight bias against the front-end of the yield curve; however, the curve flattened significantly. We continued to add automakers in June, but our positioning may have lagged the market. While we closed the month underweight the sector, the mortgage-backed securities portion of the portfolio was designed to benefit from a curve flattening, which did not occur as we had expected. Credit markets became more risk embracing during July and produced positive excess returns thus rewarding holders — such as ourselves — of riskier or less liquid instruments. We actively traded our auto sector during the month with exposures ranging from around 1.00% to 0% to 0.50%, and trust preferred securities (TRUPs) continue to play a significant role in the credit allocation. (TRUPs are trust preferred securities and are a unique form of preferred stock. The Fund has focused on TRUPs that pay floating rate interest. Floating rate securities tend to fare well in environments of increasing short-term interest rates which has been the case this year as the Federal Reserve has raised the Federal Funds rate repeatedly. Generally, TRUPs are subordinate to other debt issued by companies.)

Awareness of inflation risks began to dominate in September. The Fund slightly underperformed the index during the month as we reinstated the short duration posture that we had in place before the storms with an overweight in 30-year maturities. Corporate bonds underperformed by 0.09% with the drag particularly acute in long-dated industrials and utilities. While our underweight in longer- dated corporates helped performance somewhat, exposures to commercial mortgage-backed securities did not.

Top Ten Industries

as of September 30, 2005

(as a percent of net assets)

U.S. Treasury Obligations	27.7	%
Federal National Mortgage Association	23.1	%
Whole Loan Collateralized Mortgage Obligations	12.8	%
Federal Home Loan Mortgage Corporation	7.3	%
Diversified Financial Sevices	5.7	%
Asset-Backed Securities	5.4	%
Commercial Mortgage-Backed Securities	5.4	%
Banks	5.1	%
Electric	2.6	%
Oil and Gas	1.6	%

Portfolio holdings are subject to change daily.

PORTFOLIO MANAGERS’ REPORT

ING INTERMEDIATE BOND FUND


Average Annual Total Returns for the Periods Ended September 30, 2005

		Since Inception
		of Class I
	1 Year	January 8, 2002

Class I	3.50%	6.16	%
Lehman Brothers Aggregate Bond Index⁽¹⁾	2.80%	5.43	%⁽²⁾

Based on a $1,000,000 initial investment, the table above illustrates the total return of ING Intermediate Bond Fund 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 table does not reflect the deduction of taxes that a shareholder will pay on Fund distributions or the redemption of Fund shares.

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

Fund holdings are subject to change daily.

⁽¹⁾ The Lehman Brothers Aggregate Bond Index is a widely recognized, unmanaged index of publicly issued investment grade U.S. Government, mortgage-backed, asset-backed and corporate debt securities.

⁽²⁾ Since inception performance for index is shown from January 1, 2002.

SHAREHOLDER EXPENSE EXAMPLES (Unaudited)

As a shareholder of a Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution [and/or service] (12b-1) fees; and other Fund 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 April 1, 2005 to September 30, 2005.

Actual Expenses

Hypothetical Example for Comparison Purposes


	Beginning	Ending			Expenses Paid
	Account	Account	Annualized		During the
	Value	Value	Expense		Six Months Ended
ING GNMA Income Fund	April 1, 2005	September 30, 2005	Ratio		September 30, 2005*

Actual Fund Return

Class I	$1,000.00	$1,018.40	0.70	%	$3.54

Class Q	1,000.00	1,018.00	0.95		4.81

Hypothetical (5% return before expenses)

Class I	$1,000.00	$1,021.56	0.70	%	$3.55

Class Q	1,000.00	1,020.31	0.95		4.81

ING Intermediate Bond Fund

Actual Fund Return

Class I	$1,000.00	$1,025.30	0.69	%	$3.50

Hypothetical (5% return before expenses)

Class I	$1,000.00	$1,021.61	0.69	%	$3.50

* Expenses are equal to the Fund’s annualized expense ratios multiplied by the average account value over the period, multiplied by 183/365 to reflect the most recent fiscal half-year.

STATEMENTS OF ASSETS AND LIABILITIES as of September 30, 2005 (UNAUDITED)

	ING				ING
	GNMA Income Fund				Intermediate Bond Fund
ASSETS:
Investments in securities at value*+		$	611,970,497			$	916,344,134
Short-term investments at amortized cost		34,684,685				—
Repurchase agreement		—				82,978,000
Cash		1,007,825				56,256
Cash collateral for futures		—				261,282
Cash collateral for securities loaned		—				189,517,473
Foreign currencies at value**		—				8,957
Receivables:
Investment securities sold		—				12,173,384
Fund shares sold		173,520				1,573,888
Dividends and interest		3,080,644				5,626,506
Variation margin receivable		—				19,238
Prepaid expenses		68,738				94,890
Unrealized appreciation on swap agreements		—				149,829
Total assets		650,985,909				1,208,803,837

LIABILITIES:
Payable for investment securities purchased		—				149,918,457
Payable for fund shares redeemed		442,558				3,737,920
Payable for futures variation margin		—				60,750
Income distribution payable		—				533,372
Payable upon receipt of securities loaned		—				189,517,473
Payable to affiliates		537,645				665,780
Payable for trustee fees		19,781				7,836
Other accrued expenses and liabilities		361,831				563,405
Total liabilities		1,361,815				345,004,993
NET ASSETS		$	649,624,094			$	863,798,844

NET ASSETS WERE COMPRISED OF:
Paid-in capital		$	662,079,607			$	866,313,807
Undistributed net investment income (accumulated net investment loss)		725,397				(558,490		)
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures and swaps		(18,951,005		)		6,398,900
Net unrealized appreciation or depreciation on investments foreign currency related transactions, futures and swaps		5,770,095				(8,355,373		)
NET ASSETS		$	649,624,094			$	863,798,844

+	Including securities loaned at value	$	—	$	185,179,131
	Cost of investments in securities	$	606,215,034	$	924,611,548
**	Cost of foreign currencies	$	—	$	9,217

See Accompanying Notes to Financial Statements

STATEMENTS OF ASSETS AND LIABILITIES as of September 30, 2005 (UNAUDITED) (CONTINUED)

	ING			ING
	GNMA Income Fund			Intermediate Bond Fund
Class A:
Net assets		$	508,424,239		$	534,202,800
Shares authorized		unlimited			unlimited
Par value		$	0.001		$	0.001
Shares outstanding		60,143,323			51,503,815
Net asset value and redemption price per share		$	8.45		$	10.37
Maximum offering price per share (4.75%)⁽¹⁾		$	8.87		$	10.89

Class B:
Net assets		$	90,397,461		$	64,641,606
Shares authorized		unlimited			unlimited
Par value		$	0.001		$	0.001
Shares outstanding		10,745,208			6,244,547
Net asset value and redemption price per share⁽²⁾		$	8.41		$	10.35
Maximum offering price per share		$	8.41		$	10.35

Class C:
Net assets		$	39,067,482		$	73,880,602
Shares authorized		unlimited			unlimited
Par value		$	0.001		$	0.001
Shares outstanding		4,637,363			7,131,907
Net asset value and redemption price per share⁽²⁾		$	8.42		$	10.36
Maximum offering price per share		$	8.42		$	10.36

Class I:
Net assets		$	11,459,484		$	149,921,722
Shares authorized		unlimited			unlimited
Par value		$	0.001		$	0.001
Shares outstanding		1,354,237			14,450,352
Net asset value and redemption price per share		$	8.46		$	10.37
Maximum offering price per share		$	8.46		$	10.37

Class M:
Net assets		$	194,179		N/A
Shares authorized		unlimited			N/A
Par value		$	0.001		N/A
Shares outstanding		22,930			N/A
Net asset value and redemption price per share		$	8.47		N/A
Maximum offering price per share (3.25%)⁽³⁾		$	8.75		N/A

Class O:
Net assets		N/A			$	40,497,262
Shares authorized		N/A			unlimited
Par value		N/A			$	0.001
Shares outstanding		N/A			3,902,909
Net asset value and redemption price per share		N/A			$	10.38
Maximum offering price per share		N/A			$	10.38

Class Q:
Net assets		$	81,249		N/A
Shares authorized		unlimited			N/A
Par value		$	0.001		N/A
Shares outstanding		9,593			N/A
Net asset value and redemption price per share		$	8.47		N/A
Maximum offering price per share		$	8.47		N/A

Class R:
Net assets		N/A			$	654,852
Shares authorized		N/A			unlimited
Par value		N/A			$	0.001
Shares outstanding		N/A			63,042
Net asset value and redemption price per share		N/A			$	10.39
Maximum offering price per share		N/A			$	10.39

(1)	Maximum offering price is computed at 100/95.25 of net asset value. On purchases of $50,000 or more, the offering price is reduced.
(2)	Redemption price per share may be reduced for any applicable contingent deferred sales charges.
(3)	Maximum offering price is computed at 100/96.75 of net asset value. On purchases of $50,000 or more, the offering price is reduced.

See Accompanying Notes to Financial Statements

STATEMENTS OF OPERATIONS for the year ended September 30, 2005 (UNAUDITED)

	ING				ING
	GNMA Income Fund				Intermediate Bond Fund
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*		$	—			$	213,499
Interest		19,549,552				16,122,693
Securities lending income		—				367,412
Total investment income		19,549,552				16,703,604

EXPENSES:
Investment management fees		1,675,044				1,775,769
Distribution and service fees
Class A		648,251				875,505
Class B		478,059				326,995
Class C		204,256				367,476
Class M		736				—
Class Q		117				—
Class O		—				47,983
Class R		—				988
Transfer agent fees
Class A		191,088				235,063
Class B		35,166				30,695
Class C		15,031				34,494
Class M		68				—
Class I		976				9,166
Class Q		9				—
Class O		—				18,263
Class R		—				185
Administrative service fees		333,233				366,758
Shareholder reporting expense		101,110				103,429
Registration fees		43,494				56,156
Professional fees		39,635				23,800
Custody and accounting fees		42,960				50,835
Trustee fees		17,020				13,160
Insurance expense		8,628				7,324
Miscellaneous expense		13,065				7,660
Total expenses		3,847,946				4,351,704
Net waived and reimbursed fees		—				(250,133		)
Net expenses		3,847,946				4,101,571
Net investment income		15,701,606				12,602,033

REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES AND SWAPS:
Net realized gain (loss) on:
Investments		954,637				3,619,745
Foreign currency related transactions		—				(12,415		)
Futures and swaps		—				1,328,925
Net realized gain on investments, foreign currency related transactions, futures and swaps		954,637				4,936,255
Net change in unrealized appreciation or depreciation on:
Investments		(5,764,626		)		(3,043,040		)
Foreign currency related transactions		—				(325		)
Futures and swaps		—				419,791
Net change in unrealized depreciation on investments, foreign currency related transactions, futures and swaps		(5,764,626		)		(2,623,574		)
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, futures and swaps		(4,809,989		)		2,312,681
Increase in net assets resulting from operations		$	10,891,617			$	14,914,714


*Foreign taxes		$	—			$	650

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING GNMA Income Fund
	Six Months			Year
	Ended			Ended
	September 30, 2005			March 31, 2005
FROM OPERATIONS:
Net investment income	$	15,701,606		$	29,646,257
Net realized gain (loss) on investments and foreign currency related transactions	954,637			(3,721,907		)
Net change in unrealized depreciation on investments and foreign currency related transactions	(5,764,626		)	(23,036,826		)
Net increase in net assets resulting from operations	10,891,617			2,887,524

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A	(12,922,349		)	(28,659,206		)
Class B	(2,043,598		)	(5,047,902		)
Class C	(869,799		)	(2,367,634		)
Class M	(4,390		)	(524,100		)
Class I	(291,738		)	(10,826		)
Class Q	(2,353		)	(5,596		)
Total distributions	(16,134,227		)	(36,615,264		)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares	50,651,702			123,893,040
Dividends reinvested	13,436,990			30,021,590
	64,088,692			153,914,630
Cost of shares redeemed	(83,977,781		)	(242,803,052		)
Net decrease in net assets resulting from capital share transactions	(19,889,089		)	(88,888,422		)
Net decrease in net assets	(25,131,699		)	(122,616,162		)

NET ASSETS:
Beginning of period	674,755,793			797,371,955
End of period	$	649,624,094		$	674,755,793
Undistributed net investment income at end of period	$	725,397		$	1,158,018

See Accompanying Notes to Financial Statements

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED) (CONTINUED)

	ING Intermediate Bond Fund
	Six Months			Year
	Ended			Ended
	September 30, 2005			March 31, 2005
FROM OPERATIONS:
Net investment income	$	12,602,033		$	16,300,103
Net realized gain on investments, foreign currency related transactions, futures and swaps	4,936,255			5,855,019
Net change in unrealized depreciation on investments, foreign currency related transactions, futures and swaps	(2,623,574		)	(13,268,848		)
Net increase in net assets resulting from operations	14,914,714			8,886,274

FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A	(9,327,216		)	(12,001,725		)
Class B	(970,906		)	(1,597,263		)
Class C	(1,092,244		)	(1,698,192		)
Class I	(1,133,079		)	(1,112,409		)
Class O	(697,730		)	(614,124		)
Class R	(6,825		)	(7,162		)
Net realized gains:
Class A	—			(5,402,910		)
Class B	—			(1,055,176		)
Class C	—			(1,104,030		)
Class I	—			(338,522		)
Class O	—			(114,108		)
Class R	—			(3,136		)
Total distributions	(13,228,000		)	(25,048,757		)

FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares	247,131,643			277,518,838
Net proceeds from shares issued in merger	—			137,658,413
Dividends reinvested	10,404,750			18,700,295
	257,536,393			433,877,546
Cost of shares redeemed	(69,819,791		)	(165,583,293		)
Net increase in net assets resulting from capital share transactions	187,716,602			268,294,253
Net increase in net assets	189,403,316			252,131,770

NET ASSETS:
Beginning of period	674,395,528			422,263,758
End of period	$	863,798,844		$	674,395,528
Undistributed net investment income (accumulated net investment loss) at end of period	$	(558,490	)	$	67,477

See Accompanying Notes to Financial Statements

ING GNMA INCOME FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

						Class I
		Six Months Ended						January 7, 2002⁽¹⁾ to
		September 30,		Year Ended March 31,				March 31,
		2005		2005		2004	2003	2002

Per Share Operating Performance:
Net asset value, beginning of period	$	8.53		8.92		9.01	8.54	8.61
Income (loss) from investment operations:
Net investment income	$	0.22		0.41		0.35	0.44	0.10
Net realized and unrealized gain (loss) on investments	$	(0.06	)	(0.32	)	0.01	0.50	(0.10	)
Total from investment operations	$	0.16		0.09		0.36	0.94	0.00
Less distributions from:
Net investment income	$	0.23		0.48		0.45	0.47	0.07
Total distributions	$	0.23		0.48		0.45	0.47	0.07
Net asset value, end of period	$	8.46		8.53		8.92	9.01	8.54
Total Return⁽²⁾	%	1.84		1.05		4.21	11.18	0.04

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	11,459		10,539		8,760	6,946	1,615
Ratios to average net assets:
Expenses⁽³⁾	%	0.70		0.68		0.71	0.78	0.88
Net investment income⁽³⁾	%	5.16		4.59		3.94	5.00	5.83
Portfolio turnover rate	%	29		40		128	75	76

		Class Q
		Six Months Ended								February 26, 2001⁽¹⁾ to
		September 30,		Year Ended March 31,						March 31,
		2005		2005		2004	2003	2002		2001

Per Share Operating Performance:
Net asset value, beginning of period	$	8.53		8.92		9.01	8.54	8.63		8.51
Income (loss) from investment operations:
Net investment income	$	0.21		0.39		0.32	0.44	0.39		0.04
Net realized and unrealized gain (loss) on investments	$	(0.06	)	(0.33	)	0.02	0.47	(0.01	)	0.08
Total from investment operations	$	0.15		0.06		0.34	0.91	0.38		0.12
Less distributions from:
Net investment income	$	0.21		0.45		0.43	0.44	0.47		—
Total distributions	$	0.21		0.45		0.43	0.44	0.47		—
Net asset value, end of period	$	8.47		8.53		8.92	9.01	8.54		8.63
Total Return⁽²⁾	%	1.80		0.76		3.94	10.90	4.50		1.41

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	81		103		134	183	204		476
Ratios to average net assets:
Expenses⁽³⁾	%	0.95		0.93		0.96	1.04	1.12		1.14
Net investment income⁽³⁾	%	4.93		4.32		3.62	4.89	5.35		5.42
Portfolio turnover rate	%	29		40		128	75	76		33

⁽¹⁾		Commencement of operations.
⁽²⁾		Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value. Total return for less than one year is not annualized.
⁽³⁾		Annualized for periods less than one year.

See Accompanying Notes to Financial Statements.

ING INTERMEDIATE BOND FUND (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

		Class I
		Six Months Ended					January 8, 2002⁽¹⁾ to
		September 30,	Year Ended March 31,				March 31,
		2005	2005		2004	2003	2002

Per Share Operating Performance:
Net asset value, beginning of period	$	10.32	10.67		10.51	9.91	9.99
Income (loss) from investment operations:
Net investment income	$	0.21	0.36	**	0.35	0.39	0.11
Net realized and unrealized gain (loss) on investments	$	0.05	(0.17	)	0.33	0.76	(0.07	)
Total from investment operations	$	0.26	0.19		0.68	1.15	0.04
Less distributions from:
Net investment income	$	0.21	0.37		0.38	0.40	0.12
Net realized gain on investments	$	—	0.17		0.14	0.15	—
Total distributions	$	0.21	0.54		0.52	0.55	0.12
Net asset value, end of period	$	10.37	10.32		10.67	10.51	9.91
Total Return⁽²⁾	%	2.53	1.85		6.60	11.88	0.36

Ratios and Supplemental Data:
Net assets, end of period (000’s)	$	150,425	43,808		14,548	15,046	9,800
Ratios to average net assets:
Net expenses after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	0.69	0.68		0.71	0.73	0.82
Gross expenses prior to expense reimbursement/recoupment⁽³⁾	%	0.69	0.72		0.68	0.73	0.90
Net investment income after expense reimbursement/recoupment⁽³⁾⁽⁴⁾	%	3.90	3.43		3.30	3.70	0.05
Portfolio turnover rate	%	304	417		475	639	1,216	*

⁽¹⁾		Commencement of operations.
⁽²⁾		Total return is calculated assuming reinvestment of all dividends and capital gain distributions at net asset value. Total return for less than one year is not annualized.
⁽³⁾		Annualized for periods less than one year.
⁽⁴⁾		The Investment Manager has agreed to limit expenses, (excluding interest, taxes, brokerage and extraordinary expenses) subject to possible recoupment by ING Investments, LLC within three years.
*		Portfolio turnover was greater than expected during this period due to active trading undertaken in response to market conditions that existed at that time.
**		Per share data calculated using the average number of shares outstanding throughout the period.

See Accompanying Notes to Financial Statements.

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED)

NOTE 1 — ORGANIZATION

The investment objective of each Fund is described in each Fund’s prospectus.

Each Fund offers at least three of the following classes of shares: Class A, Class B, Class C, Class I, Class M, Class O, Class Q and Class R. The separate classes of shares differ principally in the applicable sales charges (if any), transfer agent fees, distribution fees and shareholder servicing fees. Shareholders of each class also bear certain expenses that pertain to that particular class. All shareholders bear the common expenses of the Fund and earn income and realized gains/losses from the portfolio pro rata based on the average daily net assets of each class, without distinction between share classes. Differences in per share dividend rates generally result from the differences in separate class expenses, including distribution, and shareholder servicing fees. Class B shares, along with their pro rata reinvested dividend shares, automatically convert to Class A shares approximately eight years after purchase.

ING Investments, LLC (“ING Investments”), serves as the Investment Manager to the Funds. ING Investments has engaged INGInvestment Management Co. (“ING IM”), to serve as the Sub-Adviser to the Funds. ING Funds Distributor, LLC (the “Distributor”) is the principal underwriter of the Funds. The Distributor, ING Investments and ING IM are indirect, wholly-owned subsidiaries of ING Groep N.V. (“ING Groep”). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and institutional investors.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

quantitative models to help determine fair value as of the time a Fund 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 the Fund could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, the Fund is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes the Fund to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time the Fund determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in the Fund’s NAV. Investments in securities maturing in 60 days or less from the date of acquisition are valued at amortized cost, which, when combined with accrued interest, approximates market value.

C. Foreign Currency Translation. The books and records of the Funds 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.

D. Foreign Currency Transactions and Futures Contracts. Intermediate Bond may enter into foreign currency exchange transactions to convert to and from different foreign currencies and to and from the U.S. dollar in connection with the planned purchases or sales of securities. The Funds either enter into these transactions on a spot basis at the spot rate prevailing in the foreign currency exchange market or use forward foreign currency contracts to purchase or sell foreign currencies. When the contract is fulfilled or closed, gains or

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

losses are realized. Until then, the gain or loss is included in unrealized appreciation or depreciation. Risks may arise upon entering into forward contracts from the potential inability of counterparties to meet the terms of their forward contracts and from the potential inability of counterparties to meet the terms of their forward contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar.

Intermediate Bond 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 Fund 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 Fund agrees to receive from or pay to the broker an amount equal to the daily fluctuations in the value of the contract. Such receipts or payments are known as variation margins and are recorded as unrealized gains or losses by the Fund. When the contract is closed, the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value at the time it was closed.

E. Distributions to Shareholders. The Funds record distributions to their shareholders on the ex-dividend date. Intermediate Bond declares dividends daily and pays dividends monthly. GNMA Income declares and pays dividends monthly. The Funds 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 accounting principles generally accepted in the United States of America for investment companies.

I. Securities Lending. Intermediate Bond 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 Fund has the right to use collateral to offset losses incurred. There would be potential loss to the Fund in the event the Fund is delayed or prevented from exercising its right to dispose of the collateral. The Fund bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Fund.

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

J. Illiquid and Restricted Securities. GNMA Income may not invest in illiquid securities. Illiquid securities are not readily marketable. Disposing of illiquid investments may involve time-consuming negotiation and legal expenses, and it may be difficult or impossible for the Funds to sell them promptly at an acceptable price. Restricted securities are those sold under Rule 144A of the Securities Act of 1933 (“1933 Act”) or are securities offered pursuant to Section 4(2) of the 1933 Act, and are subject to legal or contractual restrictions on resale and may not be publicly sold without registration under the 1933 Act. Certain restricted securities may be considered liquid pursuant to procedures adopted by the Board or may be deemed illiquid because they may not be readily marketable. Illiquid and restricted securities are valued using market quotations when readily available. In the absence of market quotations, the securities are valued based upon their fair value determined under procedures approved by the Board.

L. Mortgage Dollar Roll Transactions. Each Fund 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 Fund 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 Funds account for dollar roll transactions as purchases and sales.

M. Options Contracts. Intermediate Bond may purchase put and call options and may write (sell) put options and covered call options. The Funds may engage in option transactions as a hedge against adverse movements in the value of portfolio holdings or to increase market exposure. Option contracts are valued daily and unrealized gains or losses are recorded based upon the last sales price on the principal exchange on which the options are traded. The Funds 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 call option is that the Funds 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 Funds 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 Funds pay a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract.

N. Construction Loan Securities. GNMA Income may purchase construction loan securities, which are issued to finance building costs. The funds are disbursed as needed or in accordance with a prearranged plan. The securities provide for the timely payment to the registered holder of interest at the specified rate plus scheduled installments of principal. Upon completion of the construction phase, the construction loan securities are terminated and project loan securities are issued. It is the Fund’s policy to record these GNMA certificates on trade date, and to segregate assets to cover its commitments on trade date as well.

NOTE 3 — INVESTMENT TRANSACTIONS

For the six months ended September 30, 2005, the cost of purchases and proceeds from the sales of securities, excluding short-term securities, were as follows:

		Purchases		Sales
Intermediate Bond		208,018,939		155,715,930

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 3 — INVESTMENT TRANSACTIONS (continued)

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

	Purchases		Sales
GNMA Income	$	163,489,377	$	181,522,778
Intermediate Bond	1,853,145,460		1,739,667,862

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES

For GNMA Income — 0.60% of the first $150 million, 0.50% of the next $250 million, 0.45% of the next $400 million and 0.40% in excess of $800 million; for Intermediate Bond — 0.50% of the first $500 million, 0.45% of the next $500 million, 0.425% of the next $1 billion and 0.40% in excess of $2 billion.

ING Funds Services, LLC (“IFS”), an indirect, wholly-owned subsidiary of ING Groep, acts as administrator and provides certain administrative and shareholder services necessary for Fund operations and is responsible for the supervision of other service providers. For its services, IFS is entitled to receive from each Fund a fee at an annual rate of 0.10% of its average daily net assets.

NOTE 5 — DISTRIBUTION AND SERVICE FEES

	Class A		Class B		Class C		Class M		Class O		Class Q		Class R
GNMA Income	0.25	%	1.00	%	1.00	%	0.75	%	N/A		0.25	%	N/A
Intermediate
Bond	0.35	%	1.00	%	1.00	%	N/A		0.25	%	N/A		0.50	%

During the six months ended September 30, 2005, the Distributor waived 0.10% of the Class A Distribution Fee for Intermediate Bond.

The Distributor also receives the proceeds of initial sales charge paid by shareholders upon the purchase of Class A and Class M shares, and the contingent deferred sales charge paid by shareholders upon certain redemptions for Class A, Class B, and Class C shares. For the six months ended September 30, 2005, the Distributor retained the following amounts in sales charges:

Class A
Shares

Class B
Shares

Class C
Shares

Class M
Shares

Initial Sales Charges

GNMA Income

$12,889

N/A

—

Intermediate Bond

15,503

N/A

—

Contingent Deferred Sales Charge

GNMA Income

15,710

N/A

4,280

N/A

Intermediate Bond

3,062

N/A

4,231

N/A

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES

At September 30, 2005, the Funds had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

			Accrued
	Accrued		Shareholder
	Investment	Accrued	Services and	Accrued
	Management Fees	Administrative Fees	Distribution Fees	Reimbursement Expense	Total
GNMA Income	$270,847	$53,795	$213,003	$ —	$537,645
Intermediate
Bond	321,331	66,840	232,368	45,241	665,780

At September 30, 2005, ING Life Insurance and Annuity Co., an indirect, wholly-owned subsidiary of ING Groep, held 9.84% and 21.02% of the shares outstanding of GNMA Income and Intermediate Bond, respectively. Also at September 30, 2005, ING National Trust, an indirect, wholly-owned subsidiary of ING Groep, owned 14.63% of Intermediate Bond.

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 7 — EXPENSE LIMITATIONS

	Class A		Class B		Class C		Class I		Class M		Class O		Class Q		Class R
GNMA
Income	1.29	%	2.04	%	2.04	%	1.04	%	1.79	%	N/A		1.29	%	N/A
Intermediate
Bond	1.00	%	1.75	%	1.75	%	0.75	%	N/A		1.00	%	N/A		1.25	%

As of September 30, 2005, the amounts of waived and reimbursed fees that are subject to possible recoupment by the Investment Manager, and the related expiration dates are as follows:

	September 30,
	2006	2007	2008	Total
Intermediate Bond	—	$31,024	$220,012	$251,036

NOTE 8 — LINE OF CREDIT

Intermediate Bond, in addition to certain other funds managed by the Investment Manager, have entered into an unsecured committed revolving line of credit agreement (the “Credit Agreement”) with The Bank of New York for an aggregate amount of $125,000,000. The proceeds may be used only to: (1) temporarily finance the purchase and sale of securities; (2) finance the redemption of shares of an investor in the Funds; and (3) enable the Funds to meet other emergency expenses as defined in the Credit Agreement. The Funds to which the line of credit is available pay a commitment fee equal to 0.09% per annum on the daily unused portion of the committed line amount payable quarterly in arrears.

During the six months ended September 30, 2005, Intermediate Bond did not utilize the line of credit.

NOTE 9 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Class A Shares						Class B Shares						Class C Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30, 2005			March 31, 2005			September 30, 2005			March 31, 2005			September 30, 2005			March 31, 2005
GNMA Income (Number of Shares)
Shares sold	4,818,092			11,936,769			482,389			1,139,243			479,386			794,628
Dividends reinvested	1,329,511			2,880,147			153,320			372,746			59,658			160,143
Shares redeemed	(7,223,658		)	(20,045,296		)	(1,578,661		)	(4,519,492		)	(976,221		)	(3,286,313		)
Net decrease in shares outstanding	(1,076,055		)	(5,228,380		)	(942,952		)	(3,007,503		)	(437,177		)	(2,331,542		)

GNMA Income ($)
Shares sold	$	41,087,595		$	103,248,084		$	4,097,824		$	9,812,626		$	4,076,494		$	6,841,947
Dividends reinvested	11,331,660			24,892,865			1,301,442			3,211,230			506,973			1,380,904
Shares redeemed	(61,586,592		)	(173,168,149		)	(13,396,712		)	(38,876,603		)	(8,294,429		)	(28,306,311		)
Net decrease	$	(9,167,337	)	$	(45,027,200	)	$	(7,997,446	)	$	(25,852,747	)	$	(3,710,962	)	$	(20,083,460	)

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 9 — CAPITAL SHARES (continued)

	Class I Shares						Class M Shares						Class Q Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30, 2005			March 31, 2005			September 30, 2005			March 31, 2005			September 30, 2005			March 31, 2005
GNMA Income (Number of Shares)
Shares sold	162,710			460,536			—			12			—			—
Dividends reinvested	34,211			60,608			347			858			260			583
Shares redeemed	(78,324		)	(267,754		)	(925		)	(12,295		)	(2,752		)	(3,468		)
Net increase (decrease) in shares outstanding	118,597			253,390			(578		)	(11,425		)	(2,492		)	(2,885		)

GNMA Income ($)
Shares sold	$	1,389,789		$	3,990,291		$	—		$	92		$	—		$	—
Dividends reinvested	291,738			524,103			2,959			7,441			2,218			5,047
Shares redeemed	(668,628		)	(2,315,639		)	(7,918		)	(106,523		)	(23,502		)	(29,827		)
Net increase (decrease)	$	1,012,899		$	2,198,755		$	(4,959	)	$	(98,990	)	$	(21,284	)	$	(24,780	)

	Class A Shares						Class B Shares						Class C Shares
	Period			Year			Period			Year			Period			Year
	Ended			Ended			Ended			Ended			Ended			Ended
	September 30, 2005			March 31, 2005			September 30, 2005			March 31, 2005			September 30, 2005			March 31, 2005
Intermediate Bond (Number of Shares)
Shares sold	9,991,043			20,020,281			636,312			1,242,856			1,008,585			2,376,896
Shares issued in merger	—			7,782,918			—			281,573			—			178,918
Dividends reinvested	712,960			1,290,740			60,427			162,414			56,669			145,287
Shares redeemed	(3,743,014		)	(9,777,963		)	(739,111		)	(1,730,794		)	(881,953		)	(2,438,209		)
Net increase (decrease) in shares outstanding	6,960,989			19,315,976			(42,372		)	(43,951		)	183,301			262,892

Intermediate Bond ($)
Shares sold	$	104,358,286		$	208,496,288		$	6,634,123		$	12,918,869		$	10,522,941		$	24,752,573
Shares issued in merger	—			81,024,830			—			2,925,680			—			1,860,336
Dividends reinvested	7,456,956			13,432,920			630,700			1,686,232			591,956			1,509,860
Shares redeemed	(37,067,179		)	(101,648,431		)	(7,704,331		)	(17,962,624		)	(9,191,484		)	(25,320,455		)
Net increase (decrease)	$	74,748,063		$	201,305,607		$	(439,508	)	$	(431,843	)	$	1,923,413		$	2,802,314

	Class I Shares						Class O Shares						Class R Shares
	Period			Year			Period			August 13,			Period			Year
	Ended			Ended			Ended			2004(1) to			Ended			Ended
	September 30, 2005			March 31, 2005			September 30, 2005			March 31, 2005			September 30, 2005			March 31, 2005
Intermediate Bond (Number of Shares)
Shares sold	10,631,022			1,105,426			1,335,605			1,847,824			46,178			51,163
Shares issued at merger	—			2,462,195			—			2,517,767			—			—
Dividends reinvested	103,805			134,583			61,142			64,256			130			—
Shares redeemed	(527,681		)	(822,774		)	(786,869		)	(1,136,816		)	(13,536		)	(20,940		)
Net increase in shares outstanding	10,207,146			2,879,430			609,878			3,293,031			32,772			30,223

Intermediate Bond ($)
Shares sold	$	111,196,051		$	11,537,314		$	13,937,872		$	19,277,116		$	482,370		$	536,678
Shares issued at merger	—			25,636,140			—			26,211,427			—			—
Dividends reinvested	1,084,245			1,401,462			639,535			669,961			1,358			—
Shares redeemed	(5,502,424		)	(8,577,165		)	(8,190,296		)	(11,856,189		)	(164,077		)	(218,569		)
Net increase	$	106,777,872		$	29,997,751		$	6,387,111		$	34,302,315		$	319,651		$	318,109

(1) Commencenment of operations.

NOTE 10 — FEDERAL INCOME TAXES

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 10 — FEDERAL INCOME TAXES (continued)

gains, foreign currency transactions, and wash sale deferrals. Distributions in excess of net investment income and/or net realized capital gains for tax purposes are reported as distributions of paid-in capital.

Dividends paid by the Fund 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:

	Six Months Ended September 30, 2005		Year Ended March 31, 2005
				Tax-
		Ordinary Income	Ordinary Income	Exempt Income	Long-Term Capital Gains
GNMA Income		$ 16,134,227	$ 36,615,264	$ —	$ —
Intermediate Bond		13,228,000	23,745,777	—	1,302,980

										Post
	Undistributed		Undistributed		Undistributed		Unrealized			October			Capital
	Ordinary Income		Tax-Exempt Income		Long Term Capital Gains		Appreciation/ Depreciation			Losses Deferred			Loss Carryforwards			Expiration Dates
GNMA Income	$	1,158,018	$	—	$	—	$	11,533,310		$	(3,539,500	)	$	(4,473,153	)	2006
													(1,688,098		)	2007
													(2,870,184		)	2008
													(527,639		)	2010
													(1,009,937		)	2012
													(5,795,720		)	2013
													$	(16,364,731	)
Intermediate Bond	1,515,969		—		993,569		(6,326,086		)	—			$	—

NOTE 11 — REORGANIZATIONS

On August 16, 2004, October 23, 2004 and March 13, 2005, ING Intermediate Bond Fund, as listed below (“Acquiring Fund”), acquired the assets and certain liabilities of the ING Bond Fund, also listed below (“Acquired Fund”), in a tax-free reorganization in exchange for shares of the Acquiring Fund, pursuant to a plan of reorganization approved by the Acquired Fund’s shareholders. The number and value of shares issued by the Acquiring Funds are presented in Note 9 — Capital Shares. Net assets and unrealized appreciation as of the reorganization dates were as follows:

				Acquired Fund
				Unrealized
Acquiring Fund	Acquired Fund	Total Net Assets of Acquired Fund (000)	Total Net Assets of Acquiring Fund (000)	Appreciation/ Depreciation (000)	Conversion Ratio
ING Intermediate
Bond Fund	ING Bond Fund	$137,658	$448,460	$ 1,584	1.01

The net assets of the ING Intermediate Bond Fund after the acquisition were approximately $586,118,000.

NOTE 12 — ILLIQUID SECURITIES

		Principal	Initial					Percent
		Amount/	Acquisition					of Net
Fund	Security	Shares	Date	Cost		Value		Assets
Intermediate
Bond	Alpine III, 4.330, due 08/16/14	434,000	8/16/04	$	434,000	$	435,201		0.1	%
	Alpine III, 4.740%, due 08/16/14	434,000	8/16/04	434,000		435,046			0.0
	Alpine III, 6.540%, due 08/16/14	739,000	8/16/04	747,529		742,229			0.1
	Alpine III, 9.790%, due 08/16/14	1,241,000	8/16/04	1,257,156		1,277,019			0.1
	Nordea Kredit Realkreditaktieselskab, 6.000%, due 07/01/29	102	7/1/29	17		17			0.0
				$	2,872,702	$	2,889,512		0.3	%

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 13 — SECURITIES LENDING

Under an agreement with The Bank of New York (“BNY”), Intermediate Bond can lend their securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. Government securities. The collateral must be in an amount equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the “Agreement”). The securities purchased with cash collateral received are reflected in the Portfolio of Investments. Generally, in the event of counterparty default, the Funds 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 Funds in the event the Funds are delayed or prevented from exercising their right to dispose of the collateral. The Funds bear the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Fund. At September 30, 2005, the following Fund had securities on loan with the following market value:

NOTE 14 — SUBSEQUENT EVENTS

Subsequent to September 30, 2005, the following Funds declared dividends from net investment income,

	Per Share
	Amount	Payable Date		Record Date
GNMA Income
Class A	$0.0360		October 5, 2005		September 30, 2005
Class B	0.0307		October 5, 2005		September 30, 2005
Class C	0.0308		October 5, 2005		September 30, 2005
Class I	0.0382		October 5, 2005		September 30, 2005
Class M	0.0326		October 5, 2005		September 30, 2005
Class Q	0.0364		October 5, 2005		September 30, 2005
Class A	0.0360		November 3, 2005		October 31, 2005
Class B	0.0307		November 3, 2005		October 31, 2005
Class C	0.0305		November 3, 2005		October 31, 2005
Class I	0.0383		November 3, 2005		October 31, 2005
Class M	0.0325		November 3, 2005		October 31, 2005
Class Q	0.0365		November 3, 2005		October 31, 2005

Intermediate Bond
Class A	$0.0358		November 1, 2005		Daily
Class B	0.0292		November 1, 2005		Daily
Class C	0.0292		November 1, 2005		Daily
Class I	0.0381		November 1, 2005		Daily
Class R	0.0334		November 1, 2005		Daily
Class O	0.0351		November 1, 2005		Daily

NOTE 15 — INFORMATION REGARDING TRADING OF ING’s U.S. MUTUAL FUNDS

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

In September 2005, ING Funds Distributor, LLC (“IFD”), the distributor of certain ING Funds, settled an

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 15 — INFORMATION REGARDING TRADING OF ING’s U.S. MUTUAL FUNDS (continued)

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

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

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

• ING instituted excessive trading policies for all customers in its variable insurance and retirement products and for shareholders of the ING Funds

NOTES TO FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

NOTE 15 — INFORMATION REGARDING TRADING OF ING’s U.S. MUTUAL FUNDS (continued)

sold to the public through financial intermediaries. ING does not make exceptions to these policies.

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

ING U.S. believes that its practices are consistent with our business principles and our commitment to our customers.

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

PORTFOLIO OF INVESTMENTS
ING GNMA INCOME FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED)

Principal
Amount						Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 90.8%
			Federal Government Loan Mortgage Corporation: 0.2%
$	123,938		7.000%, due 11/01/14			$	129,479
742,523			7.500%, due 01/01/30-12/01/14			785,025
100,261			8.000%, due 01/01/30			107,013
						1,021,517
			Federal National Mortgage Association: 0.2%
121,769			6.500%, due 06/01/14			126,075
156,268			7.000%, due 03/01/15			163,408
211,782			7.500%, due 05/01/28			224,524
579,429			8.500%, due 08/01/11-09/01/15			616,098
						1,130,105
			Government National Mortgage Association: 90.4%
8,371,680			3.750%, due 05/20/34			8,210,853
69,819,957			5.000%, due 04/15/29-09/15/35			69,098,887
158,718,393			5.500%, due 04/20/29-05/15/35			160,328,891
534,120			5.650%, due 07/15/29			539,249
128,795,046			6.000%, due 07/15/28-04/20/35			131,839,246
653,183			6.250%, due 04/15/26-04/15/28			676,631
130,933			6.340%, due 02/15/29			130,378
1,547,529			6.400%, due 10/15/33			1,580,237
1,144,315			6.470%, due 09/15/33			1,170,043
20,663,513			6.500%, due 02/15/22-12/20/34			21,527,136
5,285,024			6.625%, due 01/15/34-01/15/40			5,454,662
1,684,154			6.650%, due 10/15/14-06/15/30			1,797,058
3,480,743			6.670%, due 01/15/40			3,622,433
6,132,080			6.687%, due 07/15/40			6,493,184
253,379			6.700%, due 12/15/14			257,044
8,372,372			6.750%, due 06/15/13-01/15/41			8,826,430
2,816,815			6.810%, due 07/15/39			2,974,912
3,997,647			6.820%, due 05/15/27-04/15/34			4,193,089
9,706,590			6.840%, due 10/15/36			10,580,133
1,783,061			6.870%, due 03/15/39			1,890,660
3,233,748			6.875%, due 02/15/40			3,426,742
2,134,600			6.900%, due 01/15/32			2,336,364
36,601,073			7.000%, due 07/15/22-06/15/34			38,555,685
8,862,747			7.010%, due 02/15/37			9,633,531
5,503,097			7.100%, due 11/15/39			5,918,647
8,858,612			7.125%, due 09/15/39			9,356,316
3,299,908			7.150%, due 07/15/36			3,571,828
1,610,742			7.250%, due 10/15/27-09/15/31			1,736,247
2,917,026			7.300%, due 08/15/36			3,141,652
3,479,660			7.500%, due 12/15/19-09/15/32			3,656,969
4,934,935			7.600%, due 08/15/31			5,350,119
9,349,695			7.625%, due 07/15/38			9,876,486
65,136			7.650%, due 12/15/12			66,994
383,336			7.700%, due 08/15/13			395,136
3,249,882			7.750%, due 06/15/14-12/15/35			3,421,411
1,002,206			7.800%, due 05/15/19-01/15/42			1,106,744
9,715,069			7.875%, due 09/15/29-04/15/38			10,101,101
8,086,219			8.000%, due 12/15/14-01/15/38			8,438,351
96,015			8.050%, due 07/15/19-04/15/31			103,986
1,133,488			8.100%, due 06/15/12-07/15/12			1,156,207
4,942,319			8.125%, due 05/15/38			5,164,534
3,720,901			8.150%, due 12/15/11-09/15/15			3,803,806
4,473,093			8.200%, due 10/15/11-05/15/13			4,546,376
2,020,958			8.250%, due 10/15/24-03/15/41			2,135,901
6,770,805			8.500%, due 10/15/31			7,084,255
$	43,919		8.750%, due 06/15/27			$	45,863
1,981,154			9.000%, due 11/15/27-12/15/34			2,083,948
						587,406,355
			Total U.S. Government Agency Obligations (Cost $583,448,854)			589,557,977
U.S. TREASURY OBLIGATIONS: 3.4%
			U.S. Treasury Bonds: 3.4%
20,000,000			5.375%, due 02/15/31			22,412,520
						22,412,520
			Total U.S. Treasury Obligations (Cost $22,766,180)			22,412,520
			Total Long-Term Investments (Cost $606,215,034)			611,970,497
SHORT-TERM INVESTMENTS: 5.3%
		U.S. Treasury Bills: 5.3%
35,000,000		3.370%, due 01/05/06				34,684,685
		Total Short-Term Investments
		(Cost $34,670,053)				34,684,685

		Total Investments in Securities (Cost $640,885,087)*		99.5	%	$	646,655,182
		Other Assets and Liabilities-Net		0.5		2,968,912
		Net Assets		100.0	%	$	649,624,094

* Cost for federal income tax purposes is $640,914,663. Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	11,668,583
Gross Unrealized Depreciation		(5,928,064	)
Net Unrealized Appreciation	$	5,740,519

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED)

Principal
Amount				Value
CORPORATE BONDS/NOTES: 20.9%
			Agriculture: 0.1%
$	705,000	#,C,S	R.J. Reynolds Tobacco Holdings, Inc., 6.500%, due 07/15/10	$	706,763
				706,763
			Auto Manufacturers: 0.3%
1,225,000			Ford Motor Co., 6.625%, due 10/01/28	891,188
4,764,000			General Motors Corp., . 4.470%, due 03/15/36	1,238,640
434,000		S	General Motors Corp., 7.400%, due 09/01/25	313,565
				2,443,393
			Banks: 5.1%
2,170,000		@@,C,L	Australia & New Zealand Banking Group Ltd., 3.556%, due 10/29/49	1,847,037
1,104,000		@@,#	Banco Santander Chile/Pre-merger with Banco Santiago SA, 4.148%, due 12/09/09	1,100,376
1,718,000		@@	Banco Santander Santiago Chile SA, 7.375%, due 07/18/12	1,935,662
1,180,000		@@,C	Bank of Ireland, 4.170%, due 12/29/49	1,012,184
1,270,000		@@,C	Bank of Nova Scotia, 4.250%, due 08/31/85	1,072,495
540,000		@@,C	Bank of Scotland, 3.750%, due 11/30/49	467,100
1,757,000		C	BankAmerica Capital II, 8.000%, due 12/15/26	1,882,986
1,090,000		@@,C	Barclays Bank PLC, 6.278%, due 12/15/49	1,073,933
1,727,000		@@,#,C	Chuo Mitsui Trust & Banking Co Ltd., 5.506%, due 04/15/49	1,665,324
984,000		@@,#,C	Danske Bank A/S, 5.914%, due 12/29/49	1,037,106
1,240,000		@@,C	Den Norske Bank ASA, 4.186%, due 08/29/49	1,044,700
1,631,000		#,C,S	Dresdner Funding Trust I, 8.151%, due 06/30/31	1,997,389
1,117,000		@@,#	First Citizens St Lucia Ltd., 5.460%, due 02/01/12	1,112,178
2,561,000		@@,#,C	HBOS PLC, 5.375%, due 11/29/49	2,582,925
3,110,000		@@,C	HSBC Bank PLC, 3.787%, due 06/29/49	2,666,824
1,700,000		@@,C	Lloyds TSB Bank PLC, 4.160%, due 08/29/49	1,462,826
1,614,000		#,C	M&T Bank Corp., 3.850%, due 04/01/13	1,579,937
1,159,000		C	Mellon Capital I, 7.720%, due 12/01/26	1,238,405
1,190,000		@@,C	National Australia Bank Ltd., 3.514%, due 10/29/49	1,073,585
641,000		C	NB Capital Trust, 7.830%, due 12/15/26	685,936
600,000		C	NB Capital Trust IV, 8.250%, due 04/15/27	648,891
$	1,447,000		PNC Funding Corp., 4.500%, due 03/10/10	$	1,431,232
2,273,000		#,C	Rabobank Capital Funding II, 5.260%, due 12/29/49	2,283,131
3,660,000		@@,C	Royal Bank of Scotland Group PLC, 3.813%, due 12/29/49	3,147,852
1,210,000		@@,C	Societe Generale, 3.625%, due 11/29/49	1,077,860
2,920,000		@@,C,L	Standard Chartered PLC, 3.750%, due 11/29/49	2,365,200
1,170,000		@@,C	Standard Chartered PLC, 4.187%, due 07/29/49	944,775
1,191,000		@@,C	Sumitomo Mitsui Banking Corp, 8.150%, due 08/01/49	1,257,102
2,036,000			Wachovia Corp., 5.500%, due 08/01/35	1,993,466
1,200,000		@@,C	Westpac Banking Corp., 4.333%, due 09/30/49	1,023,998
				44,712,415
			Beverages: 0.3%
1,979,000		@@,C	Cia Brasileira de Bebidas, 8.750%, due 09/15/13	2,359,958
				2,359,958
			Chemicals: 0.6%
397,000		@@,#	Sociedad Quimica y Minera de Chile SA, 7.700%, due 09/15/06	401,363
490,000		S	Stauffer Chemical, 5.480%, due 04/15/10	391,216
1,080,000			Stauffer Chemical, 7.50%, due 04/15/17	575,165
3,224,000			Union Carbide Corp., 7.750%, due 10/01/96	3,406,533
				4,774,277
			Diversified Financial Services: 5.7%
434,000		@@,#,I	Alpine III, 4.330%, due 08/16/14	435,201
434,000		@@,#,I	Alpine III, 4.740%, due 08/16/14	435,046
739,000		@@,#,I	Alpine III, 6.540%, due 08/16/14	742,229
1,241,000		@@,#,I	Alpine III, 9.790%, due 08/16/14	1,277,019
430,161		@@,#,C	Arcel Finance Ltd., 5.984%, due 02/01/09	437,346
880,000		@@,#	Arcel Finance Ltd., 6.361%, due 05/01/12	870,675
974,673		@@,#,C	Arcel Finance Ltd., 7.048%, due 09/01/11	1,027,747
480,000		#,C,S	Army Hawaii Family Housing Trust Certificates, 5.524%, due 06/15/50	494,378
350,000		#,C,S	Army Hawaii Family Housing Trust Certificates, 5.624%, due 06/15/50	360,908
2,378,761		#	Astoria Depositor Corp., 7.902%, due 05/01/21	2,370,138
3,885,000		#,S	Astoria Depositor Corp., 8.144%, due 05/01/21	3,862,758

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

Principal
Amount				Value
			Diversified Financial Services (continued)
$	254,000	@@,#	Bosphorus Financial Services Ltd., 5.590%, due 02/15/12	$	246,798
1,944,439		@@,#	Brazilian Merchant Voucher Receivables Ltd., 5.911%, due 06/15/11	1,954,161
2,360,000		@@,#,C	BTM Curacao Holdings NV, 4.760%, due 07/21/15	2,316,552
1,153,000		C	Citigroup Capital II, 7.750%, due 12/01/36	1,223,255
2,340,000		#,C	Corestates Capital Trust I, 8.000%, due 12/15/26	2,502,265
570,000		@@,C	Financiere CSFB NV, 4.187%, due 03/29/49	496,536
1,519,000		L	Goldman Sachs Group, Inc., 4.070%, due 03/02/10	1,521,392
1,711,000		#,C,S	HVB Funding Trust III, 9.000%, due 10/22/31	2,289,145
705,000			International Lease Finance Corp, 5.000%, due 04/15/10	708,214
1,366,000		C	JPM Capital Trust I, 7.540%, due 01/15/27	1,454,063
1,513,000		C	JPM Capital Trust II, 7.950%, due 02/01/27	1,626,903
2,157,000		#,C	Mangrove Bay Pass-Through Trust, 6.102%, due 07/15/33	2,164,215
1,633,000		@@,#	Mantis Reef Ltd., 4.799%, due 11/03/09	1,609,207
102		@@,I	Nordea Kredit Realkreditaktieselskab, 6.000%, due 07/01/29	17
1,320,000		@@,C	Paribas, 4.045%, due 12/31/49	1,133,359
933,000		@@,#,C,S	Petroleum Export Ltd/Cayman SPV, 4.623%, due 06/15/10	928,688
1,223,000		@@,#,C,S	Petroleum Export Ltd/Cayman SPV, 5.265%, due 06/15/11	1,219,489
3,099,026		@@,#,C	PF Export Receivables Master Trust, 6.436%, due 06/01/15	3,118,132
2,233,000		#,C	Residential Capital Corp., 6.375%, due 06/30/10	2,264,494
800,000,000		@@	Takefuji Corp., 1.000%, due 03/01/34	3,721,899
9,400,000		#	Toll Road Investors Partnership II LP, 18.14%, due 02/15/45	1,139,618
1,200,000		#,C	Twin Reefs Pass-Through Trust, 4.728%, due 12/10/49	1,197,528
1,313,000		@@,C,L	UFJ Finance Aruba AEC, 8.750%, due 12/31/49	1,439,954
1,085,000		#,C,S	Wachovia Capital Trust V, 7.965%, due 06/01/27	1,173,369
				49,762,698
			Electric: 2.6%
2,314,466		C	CE Generation LLC, 7.416%, due 12/15/18	2,473,430
2,328,000		C	Consumers Energy Co., 4.250%, due 04/15/08	2,295,981
203,000		@@,L	Empresa Nacional de Electricidad SA/Chile, 8.500%, due 04/01/09	223,552
$	1,248,000	@@	Empresa Nacional de Electricidad SA/Chile, 8.625%, due 08/01/15	$	1,460,143
1,825,000		C,S	Entergy Gulf States, Inc., 5.120%, due 08/01/10	1,797,776
1,582,000		C	Enterprise Capital Trust II, 5.240%, due 06/30/28	1,569,532
1,578,000		C,L	FirstEnergy Corp., 6.450%, due 11/15/11	1,682,323
2,720,000		C,L	FirstEnergy Corp., 7.375%, due 11/15/31	3,200,244
878,719		#,C	Juniper Generation, LLC, 6.790%, due 12/31/14	861,463
1,345,000		@@,+	Korea Electric Power Corp., 0.000%, due 04/01/96	807,000
1,263,000		C	NorthWestern Corp., 5.875%, due 11/01/14	1,282,244
1,073,000		#,C	Pinnacle West Energy Corp., 4.004%, due 04/01/07	1,073,000
1,175,000		C	Potomac Edison Co., 5.000%, due 11/01/06	1,177,357
883,000		#	Power Contract Financing, LLC, 6.256%, due 02/01/10	902,372
356,274			PPL Montana, LLC, 8.903%, due 07/02/20	413,611
466,000		C	Sierra Pacific Power Co., 6.250%, due 04/15/12	476,485
609,456		#	Tenaska Virginia Partners LP, 6.119%, due 03/30/24	632,337
				22,328,850
			Food: 0.4%
467,000		C	Delhaize America, Inc., 8.050%, due 04/15/27	492,998
692,000		C,L	Delhaize America, Inc., 8.125%, due 04/15/11	753,458
2,451,000		C	Tyson Foods, Inc., 7.250%, due 10/01/06	2,514,584
				3,761,040
			Gas: 0.2%
1,343,000		#,C	Williams Gas Pipelines Central, Inc., 7.375%, due 11/15/06	1,387,306
				1,387,306
			Home Builders: 0.0%
54,000		C	Technical Olympic USA, Inc., 9.000%, due 07/01/10	56,160
				56,160
			Insurance: 0.8%
2,191,000			AON Corp., 8.205%, due 01/01/27	2,519,280
817,000		#,C	North Front Pass-Through Trust, 5.810%, due 12/15/24	823,109
1,124,000			Prudential Financial, Inc., 4.104%, due 11/15/06	1,116,534
2,417,000		#,C	Zurich Capital Trust I, 8.376%, due 06/01/37	2,590,016
				7,048,939

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

Principal
Amount				Value
			Media: 0.2%
$	1,210,000	C	COX Communications, Inc., 6.850%, due 01/15/18	$	1,302,134
				1,302,134
			Multi-National: 0.1%
1,178,000		@@,S	Corp Andina de Fomento, 5.125%, due 05/05/15	1,161,914
				1,161,914
			Oil and Gas: 1.6%
1,211,000		C	Amerada Hess Corp., 6.650%, due 08/15/11	1,310,067
1,192,000		@@,#	Empresa Nacional de Petroleo, 4.875%, due 03/15/14	1,144,661
831,000		@@,#	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12	899,105
1,345,000		@@,+,C	Husky Oil Co., 8.900%, due 08/15/28	1,464,492
2,402,000		@@,#	Pemex Project Funding Master Trust, 5.170%, due 06/15/10	2,505,286
1,135,000		@@,#,C	Pemex Project Funding Master Trust, 5.750%, due 12/15/15	1,125,069
3,132,000		@@,#,C	Ras Laffan Liquefied Natural Gas Co Ltd II, 5.298%, due 09/30/20	3,133,764
1,432,000		@@,#,S	Tengizchevroil Finance Co. SARL, 6.124%, due 11/15/14	1,471,380
941,000		C	Valero Energy Corp., 7.500%, due 04/15/32	1,139,412
				14,193,236
			Pharmaceuticals: 0.1%
251,000		#,C	AmerisourceBergen Corp, 5.625%, due 09/15/12	248,490
502,000		#,C	AmerisourceBergen Corp, 5.875%, due 09/15/15	498,235
				746,725
			Pipelines: 0.1%
478,000		C	KN Capital Trust III, 7.630%, due 04/15/28	541,784
20,000			Transcontinental Gas Pipe LN, 8.875%, due 07/15/12	23,425
				565,209
			Real Estate: 0.1%
1,650,000		C	EOP Operating LP, 7.750%, due 11/15/07	1,747,609
				1,747,609
			Real Estate Investment Trusts: 0.7%
310,000		C	Liberty Property LP, 6.375%, due 08/15/12	328,777
1,577,000		C	Liberty Property LP, 7.750%, due 04/15/09	1,718,201
1,390,000		C	Simon Property Group LP, 4.875%, due 03/18/10	1,387,618
2,179,000		C	Simon Property Group LP, 6.375%, due 11/15/07	2,244,893
				5,679,489
			Retail: 0.2%
$	1,861,000	C	May Department Stores Co., 3.950%, due 07/15/07	$	1,835,642
				1,835,642
			Savings and Loans: 0.2%
1,238,000		C	Great Western Financial, 8.206%, due 02/01/27	1,333,612
				1,333,612
			Telecommunications: 1.4%
1,152,000		C	AT&T Corp., 9.750%, due 11/15/31	1,464,480
1,047,000		C	AT&T Wireless Services, Inc., 8.750%, due 03/01/31	1,417,505
1,527,000		C	BellSouth Corp., 4.200%, due 09/15/09	1,498,742
1,046,000		C,L	BellSouth Corp., 6.000%, due 11/15/34	1,053,984
1,107,000		@@,C	British Telecommunications PLC, 8.875%, due 12/15/30	1,506,063
975,000		@@,+,S	Deutsche Telekom International Finance BV, 8.500%, due 06/15/10	1,106,477
497,000		C	New Cingular Wireless Services, Inc., 8.125%, due 05/01/12	583,579
1,019,000		C,L	SBC Communications, Inc., 6.150%, due 09/15/34	1,046,360
818,000		+	Sprint Capital Corp., 4.780%, due 08/17/06	819,438
1,183,000		@@,C,L	Telefonos de Mexico SA de CV, 4.750%, due 01/27/10	1,174,786
				11,671,414
			Transportation: 0.1%
1,208,000		@@,#	MISC Capital Ltd., 5.000%, due 07/01/09	1,214,284
				1,214,284
			Total Corporate Bonds/notes (Cost $182,279,043)	180,793,067
U.S. GOVERNMENT AGENCY OBLIGATIONS: 31.3%
			Federal Home Loan Bank: 0.8%
7,490,000		L	3.250%, due 12/17/07	7,313,266
				7,313,266
			Federal Home Loan Mortgage Corporation: 7.3%
12,885,000		C	2.700%, due 03/16/07	12,582,307
799,129			3.766%, due 05/25/31	799,535
252,662			3.791%, due 01/25/32	252,880
3,512,000			3.875%, due 06/15/08	3,467,261
617,369			3.921%, due 02/15/32	620,100
3,650,000			4.000%, due 08/17/07	3,629,560
1,912,228		C	4.500%, due 12/15/16	1,898,222
779,796		C	4.500%, due 06/15/17	773,196
3,422,000		C	4.500%, due 02/15/20	3,261,421
869,000		C	5.000%, due 05/15/20	864,794
4,270,603		C	5.000%, due 08/15/21	4,263,602
3,513,000		C	5.000%, due 04/15/23	3,472,280
715,325			5.038%, due 04/01/35	708,801
2,453,313			5.216%, due 06/01/35	2,437,389

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

Principal
Amount				Value
			Federal Home Loan Mortgage Corporation (continued)
$	2,000,000		5.500%, due 10/15/18	$	2,029,376
2,323,924		C	5.500%, due 11/15/18	2,356,353
7,814,000			5.500%, due 10/15/35	7,816,438
2,346,000			5.875%, due 03/21/11	2,474,263
9,114,005		C	6.000%, due 01/15/29	9,337,413
11,684			7.500%, due 11/01/28	12,416
				63,057,607
			Federal National Mortgage Association: 23.1%
120,229		C	3.841%, due 11/25/32	120,239
7,583,000			3.875%, due 07/15/08	7,469,172
1,884,457		C	3.970%, due 04/25/35	1,887,186
601,688			4.091%, due 10/25/33	604,674
556,719			4.190%, due 04/18/28	560,182
598,651		C	4.191%, due 01/25/32	598,726
2,213,000		L	4.250%, due 09/15/07	2,207,872
116,960			4.280%, due 12/25/29	117,321
903,936			4.500%, due 09/25/16	897,248
2,675,186			4.500%, due 10/25/17	2,652,858
68,000			4.500%, due 10/15/18	66,598
105,000			4.500%, due 10/15/35	100,111
3,250,339			4.643%, due 08/01/35	3,231,192
2,187,000		C	4.750%, due 12/25/42	2,186,711
2,351,771			4.823%, due 08/01/35	2,337,219
7,000,000			5.000%, due 10/15/33	6,853,434
48,079,000			5.000%, due 11/15/34	47,027,272
3,565,000			5.150%, due 09/01/35	3,570,348
3,340,000			5.250%, due 08/01/12	3,436,202
1,472,795			5.325%, due 07/01/35	1,465,492
5,469,980			5.500%, due 10/15/18	5,550,323
2,412,804			5.500%, due 11/01/32	2,414,849
31,872,000			5.500%, due 10/15/33	31,862,056
13,115,351			5.500%, due 11/01/33	13,126,013
81,571			6.000%, due 08/01/16	83,947
7,098			6.000%, due 12/01/16	7,304
251,640			6.000%, due 03/01/17	258,970
2,156,513			6.000%, due 09/01/17	2,219,299
162,282			6.000%, due 11/01/17	167,010
333,000			6.000%, due 10/15/20	342,470
4,977,915			6.000%, due 07/25/29	5,125,414
2,432,277			6.000%, due 04/25/31	2,508,823
1,174,644			6.000%, due 08/01/33	1,194,906
24,827,000			6.000%, due 10/15/34	25,245,956
59,220			6.500%, due 07/01/29	61,166
240,935			6.500%, due 08/01/29	248,849
671,650			6.500%, due 04/01/30	693,713
2,949			6.500%, due 06/01/31	3,042
663,995			6.500%, due 07/01/31	686,198
17,336			6.500%, due 09/01/31	17,878
10,158,000			6.500%, due 10/01/31	10,456,391
308,445			6.500%, due 11/01/31	318,074
166,721			6.500%, due 04/01/32	171,835
78,980			6.500%, due 07/01/32	81,402
218,995			6.500%, due 08/01/32	225,713
208,047			6.500%, due 11/01/32	214,429
215,881			6.500%, due 01/01/33	222,504
176,638			6.500%, due 02/01/33	181,862
810,844			6.500%, due 12/01/33	834,825
3,015,000			6.625%, due 11/15/10	3,300,403
142,658			7.000%, due 01/01/30	149,375
7,401			7.000%, due 03/01/30	7,752
369,113			7.000%, due 06/01/31	387,070
$	1,412,360		7.000%, due 08/01/35	$	1,478,741
1,837			7.500%, due 09/01/30	1,945
28,640			7.500%, due 10/01/30	30,324
9,332			7.500%, due 11/01/30	9,880
110,744			7.500%, due 02/01/32	117,327
571,055		C	7.500%, due 12/25/41	602,287
1,137,161		C	7.500%, due 01/25/48	1,191,362
				199,191,744
			Government National Mortgage Association: 0.1%
14,933			4.375%, due 04/20/28	15,046
1,364			6.500%, due 03/15/31	1,420
27,173			6.500%, due 08/15/31	28,290
62,605			6.500%, due 10/15/31	65,178
32,118			6.500%, due 11/15/31	33,437
28,154			6.500%, due 07/15/32	29,303
185,868			6.500%, due 09/15/32	193,449
76,624			7.000%, due 04/15/26	80,829
38,963			7.000%, due 05/15/32	40,987
106,345			7.500%, due 12/15/22	113,726
6,147			7.500%, due 10/15/26	6,545
41,655			7.500%, due 07/15/29	44,266
132			7.500%, due 11/15/30	140
44,918			7.500%, due 12/15/30	47,717
49,534			7.500%, due 12/15/31	52,619
87,201			7.500%, due 05/15/32	92,617
				845,569
			Total U.S. Government Agency Obligations (Cost $272,709,316)	270,408,186
U.S. TREASURY OBLIGATIONS: 27.7%
			U.S. Treasury Bonds: 11.6%
71,800,000			4.250%, due 08/15/15	71,373,724
19,561,000		S,L	5.375%, due 02/15/31	21,920,565
3,152,000		C,S,L	10.375%, due 11/15/12	3,544,771
2,668,000		C,S,L	13.250%, due 05/15/14	3,473,194
				100,312,254
			U.S. Treasury Inflation Indexed Bonds: 0.8%
6,720,000		S	2.000%, due 01/15/14	7,256,648
				7,256,648
			U.S. Treasury Notes: 14.9%
7,500,000		S	1.625%, due 02/28/06	7,434,675
38,748,000		L	3.875%, due 09/15/10	38,212,193
51,440,000		S,L	4.000%, due 08/31/07	51,281,307
22,176,000		S,L	4.125%, due 08/15/08	22,150,032
8,695,000			4.125%, due 08/15/10	8,658,664
				127,736,871
			U.S. Treasury STRIP: 0.4%
5,963,000			4.570%, due 05/15/16	3,710,041
				3,710,041
			Total U.S. Treasury Obligations (Cost $241,582,837)	239,015,814

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

Principal
Amount				Value
ASSET-BACKED SECURITIES: 5.4%
			Automobile Asset-Backed Securities: 1.3%
$	1,554,056	C	Capital Auto Receivables Asset Trust, 2.750%, due 04/16/07	$	1,544,599
200,000		C	Capital One Auto Finance Trust, 3.180%, due 09/15/10	196,612
2,412,000		C	Carmax Auto Owner Trust, 4.210%, due 01/15/10	2,397,121
204,000		C	Daimler Chrysler Auto Trust, 3.490%, due 12/08/08	201,653
623,000		C	Honda Auto Receivables Owner Trust, 2.790%, due 03/16/09	609,621
917,000		C	Honda Auto Receivables Owner Trust, 3.820%, due 05/21/10	900,013
858,272		C	Household Automotive Trust, 2.310%, due 04/17/08	853,077
1,250,000		C	Nissan Auto Receivables Owner Trust, 2.050%, due 03/16/09	1,218,523
1,370,000		C	Nissan Auto Receivables Owner Trust, 2.610%, due 07/15/08	1,350,932
1,965,000		C	Nissan Auto Receivables Owner Trust, 4.190%, due 07/15/09	1,954,132
200,000		C	USAA Auto Owner Trust, 2.040%, due 02/16/10	196,489
				11,422,772
			Credit Card Asset-Backed Securities: 1.0%
560,000		C	Bank One Issuance Trust, 4.540%, due 09/15/10	557,099
530,000		C	Capital One Master Trust, 4.900%, due 03/15/10	533,551
800,000		C	Citibank Credit Card Issuance Trust, 3.100%, due 03/10/10	773,913
2,285,000		C	Citibank Credit Card Issuance Trust, 5.650%, due 06/16/08	2,305,202
44,000		C	Citibank Credit Card Issuance Trust, 6.875%, due 11/16/09	46,119
2,429,000		C	Citibank Credit Card Master Trust I, 5.875%, due 03/10/11	2,528,153
193,000		C	Discover Card Master Trust I, 5.150%, due 10/15/09	194,965
1,020,000		C	Fleet Credit Card Master Trust II, 2.400%, due 07/15/08	1,015,319
589,000		C	MBNA Master Credit Card Trust USA, 5.900%, due 08/15/11	614,659
				8,568,980
			Home Equity Asset-Backed Securities: 1.7%
487,751		C	Argent Securities, Inc., 3.961%, due 03/25/34	488,442
452,979		C	Asset Backed Funding Certificates, 3.921%, due 11/25/33	454,166
$	495,308	C	Bayview Financial Acquisition Trust, 4.337%, due 09/28/43	$	496,660
259,933		C	Centex Home Equity, 3.921%, due 01/25/34	260,215
78,000		C	Centex Home Equity, 4.140%, due 03/25/28	76,961
1,216,566		C	GMAC Mortgage Corp Loan Trust, 3.871%, due 12/25/20	1,217,411
4,851,000		C	GSAA Trust, 5.242%, due 05/25/35	4,851,865
199,827		C	Merrill Lynch Mortgage Investors, Inc., 4.001%, due 07/25/34	200,685
1,270,492		C	New Century Home Equity Loan Trust, 4.080%, due 04/25/34	1,271,474
44,493		C	New Century Home Equity Loan Trust, 4.086%, due 06/20/31	44,525
222,133		C	New Century Home Equity Loan Trust, 4.390%, due 07/25/30	222,315
638,000		C	Renaissance Home Equity Loan Trust, 4.456%, due 05/25/35	630,612
820,000		C	Renaissance Home Equity Loan Trust, 4.723%, due 10/25/35	820,000
254,328		C	Residential Asset Securities Corp., 3.871%, due 09/25/31	254,519
343,650		C	Residential Asset Securities Corp., 3.941%, due 06/25/32	344,493
90,000		C	Residential Funding Mortgage Securities II, 4.160%, due 11/25/17	88,649
1,993,678		C	Saxon Asset Securities Trust, 3.960%, due 06/25/33	1,988,738
984,000		C	Wells Fargo Home Equity Trust, 3.970%, due 09/25/24	966,044
				14,677,774
			Other Asset-Backed Securities: 1.4%
259,068		C	Ameriquest Mortgage Securities, Inc., 3.941%, due 02/25/34	259,364
93,348		C	Amortizing Residential Collateral Trust, 4.330%, due 05/25/32	93,430
15,919		C	Chase Funding Mortgage Loan Asset-Backed Certificates, 2.734%, due 09/25/24	15,815
15,000		C	Chase Funding Mortgage Loan Asset-Backed Certificates, 4.045%, due 05/25/33	14,827
949,942		C	Chase Funding Mortgage Loan Asset-Backed Certificates, 4.130%, due 07/25/33	952,196
951,000		C	Countrywide Asset-Backed Certificates, 4.493%, due 12/31/49	943,601

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

Principal
Amount				Value
			Other Asset-Backed Securities (continued)
$	3,708,925	+,C	Lehman XS Trust, 3.921%, due 01/01/49	$	3,708,926
524,000		C	Popular ABS Mortgage Pass-Through Trust, 3.735%, due 12/25/34	516,898
524,000		C	Popular ABS Mortgage Pass-Through Trust, 4.000%, due 12/25/34	514,646
698,000		C	Popular ABS Mortgage Pass-Through Trust, 4.596%, due 11/25/35	694,510
64,532		C	Residential Asset Mortgage Products, Inc., 2.140%, due 02/25/30	64,368
69,530		C	Residential Asset Mortgage Products, Inc., 3.951%, due 06/25/33	69,671
1,000,000		C	Residential Asset Mortgage Products Inc, 4.100%, due 07/25/35	1,001,142
3,300,000		C	Structured Asset Securities Corp., 6.000%, due 03/25/34	3,313,761
				12,163,155
			Total Asset-backed Securities (Cost $47,262,219)	46,832,681
COLLATERALIZED MORTGAGE OBLIGATIONS: 18.5%
			Commercial Mortgage-Backed Securities: 5.4%
1,609,000		C	Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42	1,576,173
5,336,000		C	Banc of America Commercial Mortgage, Inc., 4.611%, due 07/10/43	5,289,266
1,114,000		C	Banc of America Commercial Mortgage, Inc., 4.764%, due 07/10/45	1,108,207
1,524,000		C	Bear Stearns Commercial Mortgage Securities, 3.880%, due 08/13/39	1,474,271
321,000		C	Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46	311,619
1,527,000		C	Bear Stearns Commercial Mortgage Securities, 4.170%, due 01/12/41	1,499,799
672,000		C,L	Capco America Securitization Corp., 6.260%, due 10/15/30	700,156
456,000		C	Capco America Securitization Corp., 6.460%, due 10/15/30	479,695
1,950,000		C	Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31	2,117,822
1,093,000		C	COMM, 3.600%, due 03/10/39	1,054,911
984,750		C	CS First Boston Mortgage Securities Corp., 3.727%, due 03/15/35	953,322
1,000,000		C	DLJ Commercial Mortgage Corp., 6.460%, due 03/10/32	1,050,391
$	688,000	C	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32	$	743,998
2,637,535		C	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39	2,585,821
698,000		C	GE Capital Commercial Mortgage Corp., 4.371%, due 01/10/38	684,446
483,000		C	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39	481,430
1,700,000		C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.223%, due 01/15/42	1,664,964
1,670,947		C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.275%, due 01/12/37	1,639,988
4,263,000		C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.857%, due 10/12/35	4,467,570
2,838,956		C	JP Morgan Chase Commercial Mortgage Securities Corp., 6.244%, due 04/15/35	2,922,422
866,000		C	LB-UBS Commercial Mortgage Trust, 3.992%, due 10/15/29	839,820
225,000		C	LB-UBS Commercial Mortgage Trust, 4.310%, due 02/15/30	220,432
255,000		C	LB-UBS Commercial Mortgage Trust, 4.510%, due 12/15/29	249,996
289,000		C	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29	287,598
2,961,000		C	LB-UBS Commercial Mortgage Trust, 6.226%, due 03/15/26	3,104,048
1,703,000		C	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26	1,873,401
400,000		C	Morgan Stanley Capital I, 7.020%, due 03/15/32	427,471
2,584,880		C	Mortgage Capital Funding, Inc., 6.663%, due 03/18/30	2,678,763
3,777,193		C	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36	3,648,788
400,000		C	Salomon Brothers Mortgage Securities VII, 7.520%, due 12/18/09	437,103
				46,573,691
			Whole Loan Collateral PAC: 0.2%
108,868		C	Countrywide Alternative Loan Trust, 4.230%, due 02/25/33	108,989
912,116		C	MASTR Alternative Loans Trust, 8.500%, due 05/25/33	936,749
731,383		C	Residential Funding Mtg Sec I, 4.041%, due 11/25/17	732,932
				1,778,670
			Whole Loan Collateralized Mortgage Obligations: 12.8%
539,565		C	ABN Amro Mortgage Corp., 4.141%, due 03/25/18	540,129

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

Principal
Amount				Value
			Whole Loan Collateralized Mortgage Obligations (continued)
$	6,509,517	C	Banc of America Funding Corp., 5.352%, due 12/31/49	$	6,473,064
3,444,422		C	Banc of America Funding Corp., 5.750%, due 09/20/34	3,451,700
1,292,178		C	Bank of America Mortgage Securities, 5.250%, due 11/25/19	1,292,376
2,389,643		C	Banc of America Mortgage Securities, 5.500%, due 12/01/49	2,398,916
1,882,900		C	Bear Stearns Alt-A Trust, 3.961%, due 07/25/34	1,885,686
359,119		C	Citicorp Mortgage Securities, Inc., 4.091%, due 03/25/33	359,578
3,227,032		C	Citigroup Mortgage Loan Trust, Inc., 3.580%, due 12/25/34	3,229,117
1,551,711		C	Countrywide Alternative Loan Trust, 3.941%, due 02/25/35	1,554,807
1,176,018		C	Countrywide Alternative Loan Trust, 4.191%, due 04/25/33	1,178,701
484,340		C	Countrywide Alternative Loan Trust, 4.330%, due 07/25/35	485,756
8,141,382		C	Countrywide Alternative Loan Trust, 5.415%, due 10/25/35	8,128,660
3,916,193		C	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25	3,932,209
741,754		C	Countrywide Home Loan Mortgage Pass Through Trust,4.330%, due 04/25/18	743,734
1,936,595		C	Countrywide Home Loan Mortgage Pass Through Trust, 5.000%, due 11/25/18	1,921,490
4,275,402			Fannie Mae, 3.896%, due 02/17/29	343,644
595,461		C	First Horizon Asset Securities, Inc., 5.478%, due 10/25/35	596,578
1,360,267		C	Freddie Mac, 4.418%, due 04/15/32	1,370,106
1,277,960		C	Ginnie Mae, 4.478%, due 06/16/31	90,875
4,539,908		C	GMAC Mortgage Corp. Loan Trust, 5.264%, due 03/18/35	4,505,859
967,697		#,C	GSMPS Mortgage Loan Trust, 3.991%, due 01/25/35	971,469
805,735		C	GSR Mortgage Loan Trust, 4.141%, due 06/25/35	808,080
488,538		C	GSR Mortgage Loan Trust, 4.500%, due 08/25/19	483,953
2,266,602		C	Harborview Mortgage Loan Trust, 4.139%, due 01/19/35	2,267,310
1,384,907		C	Homebanc Mortgage Trust, 4.071%, due 08/25/29	1,391,441
$	4,676,171	C	Mastr Adjustable Rate Mortgages Trust, 5.365%, due 06/30/19	$	4,658,635
3,342,211		C	MASTR Alternative Loans Trust, 5.500%, due 01/25/20	3,376,584
496,787		C	MASTR Alternative Loans Trust, 6.500%, due 05/25/33	503,066
2,348,033		C	MLCC Mortgage Investors, Inc., 3.961%, due 10/25/28	2,349,450
3,871,874		C	MLCC Mortgage Investors, Inc., 4.060%, due 04/25/29	3,876,211
1,392,899		C	MLCC Mortgage Investors, Inc., 4.150%, due 01/25/29	1,394,663
1,059,251		C	QFA Royalties LLC, 7.300%, due 02/20/25	1,056,272
4,602,086		C	Residential Accredit Loans, Inc., 4.041%, due 04/25/35	4,604,991
7,732,735		C	Residential Accredit Loans, Inc., 4.141%, due 08/25/35	7,756,211
474,000		C	Residential Accredit Loans, Inc., 5.750%, due 04/25/35	476,221
1,541,793		C	Sequoia Mortgage Trust, 4.066%, due 01/20/35	1,544,381
481,534		C,L	Sequoia Mortgage Trust, 4.110%, due 11/20/33	482,055
1,810,250		C	Structured Adjustable Rate Mortgage Loan Trust, 4.140%, due 07/25/35	1,807,775
4,621,588		C	Structured Asset Mortgage Investments, Inc., 4.029%, due 04/19/35	4,612,200
1,295,850		C	Thornburg Mortgage Securities Trust, 3.991%, due 12/25/33	1,298,840
4,643,450		C	Thornburg Mortgage Securities Trust, 4.011%, due 09/25/34	4,655,608
2,973,692		C	Washington Mutual, 4.041%, due 08/25/45	2,972,763
2,251,715		C	Washington Mutual, 6.000%, due 06/25/34	2,274,232
1,114,995		C	Washington Mutual MSC Mortgage Pass-Through CTFS, 4.141%, due 01/25/18	1,117,865
252,519		C	Washington Mutual MSC Mortgage Pass-Through CTFS, 4.241%, due 03/25/33	252,876
2,062,955		C	Washington Mutual, Inc., 3.795%, due 06/25/44	2,065,548
1,694,146		C	Washington Mutual, Inc., 3.951%, due 01/25/45	1,696,366
3,018,567		C	Washington Mutual, Inc., 4.080%, due 01/25/45	3,020,221
506,942		C	Wells Fargo Mortgage Backed Securities Trust, 4.141%, due 02/25/34	507,257
2,160,000		C	Wells Fargo Mortgage Backed Securities Trust, 4.500%, due 08/25/18	2,083,132
				110,848,661

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

Principal
Amount				Value
			Whole Loan Collateralized Support CMO: 0.1%
$	967,054	C	Bank of America Mortgage Securities, 5.500%, due 11/25/33	$	963,432
				963,432
			Total Collateralized Mortgage Obligations (Cost $161,970,420)	160,164,454
OTHER BONDS: 0.3%
			Sovereign: 0.3%
1,105,000		@@,S,L	Mexico Government Intl. Bond, 6.625%, due 03/03/15	1,203,345
840,678		@@	Uruguay Government Intl. Bond, 10.500%, due 10/20/06	1,259,737
			Total Other Bonds (Cost $2,072,653)	2,463,082
MUNICIPAL BONDS: 0.3%
			Municipal: 0.3%
605,000			City of New York, NY, 5.000%, due 11/01/08	635,704
605,000			City of New York, NY, 5.000%, due 11/01/11	651,500
605,000		C	City of New York, NY, 5.000%, due 11/01/15	654,943
285,000		C	City of New York, NY, 5.000%, due 04/01/35	294,570
			Total Municipal Bonds (Cost $2,259,682)	2,236,717

Shares			Value

PREFERRED STOCK: 1.7%
		Banks: 0.6%
448	#,C	DG Funding Trust	4,796,400
			4,796,400
		Diversified Financial Services: 0.1%
40,975	C	National Rural Utilities Cooperative Finance Corp.	1,000,610
			1,000,610
		Electric: 0.1%
22,950		TECO Energy, Inc.	581,460
			581,460
		Insurance: 0.7%
125,557	@@,C	Aegon NV	3,200,448
126,650	C	Metlife, Inc.	3,210,577
			6,411,025
		Telecommunications: 0.2%
1,250	@@,#	Centaur Funding Corp.	1,633,594
			1,633,594
		Total Preferred Stock (Cost $14,473,876)	14,423,089
WARRANTS: 0.0%
20	@	American Tower Corp.	$	7,044
		Total Warrants (Cost $1,502)	7,044
		Total Long-Term Investments (Cost $924,611,548)	916,344,134

Principal
Amount					Value

SHORT-TERM INVESTMENTS: 31.5%
		Repurchase Agreement: 9.6%
$	82,978,000	Goldman Sachs Repurchase Agreement dated 09/30/05, 3.790%, due 10/03/05, $83,004,207 to be received upon repurchase (Collateralized by $151,702,488 various U.S. Agency Obligations, 6.500%-11.250%, Market Value plus accrued interest $85,467,688, due 08/15/06-11/15/26)			82,978,000
		Total Repurchase Agreement (Cost $82,978,000)			82,978,000
		Securities Lending Collateral^CC: 21.9%
189,517,473		The Bank of New York Institutional Cash Reserves Fund			189,517,473
		Total Securities Lending Collateral (Cost $189,517,473)			189,517,473
		Total Short-Term Investments (Cost $272,495,473)			272,495,473
		Total Investments In Securities (Cost $1,197,107,021)*	137.6	%	$	1,188,839,607
		Other Assets and Liabilities—Net	(37.6	)	(325,040,763		)
		Net Assets	100.0	%	$	863,798,844

	Certain foreign securities may have been fair valued in accordance with procedures approved by the Board of Directors/Trustees.
@	Non-income producing security
@@	Foreign issuer
STRIP	Separate Trading of Registered Interest and Principal of Securities
+	Step-up basis bonds. Interest rates shown reflect current coupon rates.
#	Securities with purchases pursuant to Rule 144A, under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. These securities have been determined to be liquid under the guidelines established by the Funds’ Board of Directors/Trustees.
C	Bond may be called prior to maturity date.
cc	Securities purchased with cash collateral for securities loaned.
S	Segregated securities for certain derivatives, when-issued or delayed delivery securities and forward currency exchange contracts.
I	Illiquid security
L	Loaned security, a portion or all of the security is on loan at September 30, 2005.
*	Cost for federal income tax purposes is $1,008,412,520. Net unrealized depreciation consists of:
		Gross Unrealized Appreciation	$	880,086
		Gross Unrealized Depreciation		(9,970,472	)
		Net Unrealized Depreciation	$	(9,090,386	)

See Accompanying Notes to Financial Statements

	PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND FUND	AS OF SEPTEMBER 30, 2005 (UNAUDITED) (CONTINUED)

Information concerning open futures at September 30, 2005 is shown below:

No. of

Notional

Expiration

Unrealized

Contracts

Market Value

Date

Gain/(Loss)

Long Contracts

U.S. Long Bond

162

18,533,813

12/20/05

$ (237,482

)

Short Contracts

U.S. 2 Year

Treasury Note

18,530,156

01/05/06

$ 19,238

Information concerning the Interest Rate Swap Agreements outstanding for the Intermediate Bond Fund at September 30, 2005, is shown below:

	Termination		Notional Principal	Unrealized Appreciation
	Date		Amount	(Depreciation)
Received a fixed rate equal to 1.000% and pay a floating rate based on 3-month LIBOR. Counterparty: UBS AG	03/01/34	JPY	500,000,000		$	56,099

Received a floating rate equal to 3-month LIBOR + 2.510% and pay a floating rate based on 3-month LIBOR + 1.700%. Counterparty: UBS AG	03/01/34	JPY	291,945,000		31,275

Received a fixed rate equal to 1.000% and pay a floating ratebased on 6-month LIBOR. Counterparty: UBS AG	03/01/34	JPY	300,000,000		62,455
					$	149,829

See Accompanying Notes to Financial Statements

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED)

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

under the purview of the Board being placed on the same annual renewal cycle on a going-forward basis.

Fund-by-Fund Analysis

ING GNMA Income Fund

ADVISORY CONTRACT APPROVAL DISCUSSION (UNAUDITED) (CONTINUED)

ING Intermediate Bond Fund

After its deliberation, the Board reached the following conclusions: (1) the Fund’s management fee rate is reasonable in the context of all factors considered by the Board; (2) the Fund’s expense ratio is reasonable in the context of all factors considered by the Board; (3) the Fund’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 Fund for year ended August 31, 2005 and the interim period ending November 30, 2005. During this renewal process, different Board members may have given different weight to different individual factors and related conclusions.

(THIS PAGE INTENTIONALLY LEFT BLANK)

Domestic Equity and Income Funds

ING Balanced Fund
ING Convertible Fund
ING Equity and Bond Fund
ING Equity Income Fund
ING Real Estate Fund

Domestic Equity Growth Funds

ING Disciplined LargeCap Fund
ING Growth Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING SmallCap Opportunities Fund
ING Small Company Fund

Domestic Equity Index Funds

ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund

Domestic Equity Value Funds

Fixed Income Funds

ING GNMA Income Fund
ING Government Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING National Tax-Exempt Bond Fund

Global Equity Funds

ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Global Science and Technology Fund
ING Global Value Choice Fund

International Equity Funds

Loan Participation Fund

ING Senior Income Fund

Money Market Funds*

ING Aeltus Money Market Fund
ING Classic Money Market Fund
ING Institutional Prime Money Market Fund

Strategic Allocation Funds

ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund

PROXY VOTING INFORMATION

QUARTERLY PORTFOLIO HOLDINGS

Investment Manager

ING Investments, LLC

7337 E. Doubletree Ranch Road

Scottsdale, Arizona 85258

Administrator

ING Funds Services, LLC

7337 E. Doubletree Ranch Road

Scottsdale, Arizona 85258

Distributor

ING Funds Distributor, LLC

7337 E. Doubletree Ranch Road

Scottsdale, Arizona 85258

1-800-334-3444

Transfer Agent

DST Systems, Inc.

330 West 9th Street

Kansas City, Missouri 64105

Custodian

The Bank of New York

100 Colonial Center Parkway, Suite 300

Lake Mary, Florida 32746

Legal Counsel

Dechert

1775 I Street, N.W

Washington, D.C. 20006

PRSAR-UFIABCMOR

(0905-112705)

ITEM 2. CODE OF ETHICS.

Not required for semi-annual filing.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not required for semi-annual filing.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not required for semi-annual filing.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not required for semi-annual filing.

ITEM 6. SCHEDULE OF INVESTMENTS.

Schedule is included as part of the report to shareholders filed under Item 1 of

this Form.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Board has a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Committee currently consists of all Independent Trustees of the Board (6 individuals). The Nominating Committee operates pursuant to a Charter approved by the Board. The primary purpose of the Nominating Committee is to consider and present to the Board the candidates it proposes for nomination to fill vacancies on the Board. In evaluating candidates, the Nominating Committee may consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination.

The Nominating Committee is willing to consider nominations received from shareholders and shall assess shareholder nominees in the same manner as it reviews its own nominees. A shareholder nominee for director should be submitted in writing to the Fund’s Secretary. Any such shareholder nomination should include at a minimum the following information as to each individual proposed for nomination as trustee: such individual’s written consent to be named in the proxy statement as a nominee (if nominated) and to serve as a trustee (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of trustees, or is otherwise required, in each case under applicable federal securities laws, rules and regulations.

The Secretary shall submit all nominations received in a timely manner to the Nominating Committee. To be timely, any such submission must be delivered to the Fund’s Secretary not earlier than the 90^th day prior to such meeting and not later than the close of business on the later of the 60^th day prior to such meeting or the 10^th day following the day on which public announcement of the date of the meeting is first made, by either disclosure in a press release or in a document publicly filed by the Fund with the Securities and Exchange Commission.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based on our evaluation conducted within 90 days of the filing date, hereof, the design and operation of the registrant’s disclosure controls and procedures are effective to ensure that material information relating to the registrant is made known to the certifying officers by others within the appropriate entities, particularly during the period in which Forms N-CSR are being prepared, and the registrant’s disclosure controls and procedures allow timely preparation and review of the information for the registrant’s Form N-CSR and the officer certifications of such Form N-CSR.

(b) There were no significant changes in the registrant’s internal controls that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) The Code of Ethics is not required for the semi-annual filing.

(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.

(a)(3) Not required for semi-annual filing.

(b) The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT

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 Funds Trust

By	/s/	James M. Hennessy
		James M. Hennessy
		President and Chief Executive Officer


Date:	December 6, 2005

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/	James M. Hennessy
		James M. Hennessy
		President and Chief Executive Officer

Date:	December 6, 2005


By	/s/	Todd Modic
		Todd Modic
		Senior Vice President and Chief Financial Officer


Date:	December 6, 2005

Value of

Securities

Value of

Portfolio

Loaned

Collateral

Intermediate Bond

$185,179,131

$189,517,473