Ing Variable Funds N-CSRS Certified 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			811-2514
ING Variable Funds
(Exact name of registrant as specified in charter)
7337 E. Doubletree Ranch Rd., Scottsdale, AZ					85258
(Address of principal executive offices)					(Zip code)
CT Corporation System, 101 Federal Street, Boston, MA 02110
(Name and address of agent for service)
Registrant’s telephone number, including area code:				1-800-992-0180
Date of fiscal year end:	December 31
Date of reporting period:		January 1, 2007 to June 30, 2007

ITEM 1.   REPORTS TO STOCKHOLDERS.

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

Funds

Semi-Annual Report

June 30, 2007

Classes ADV, I and S

ING Variable Product Funds

Domestic Equity and Income Portfolios

n  ING VP Balanced Portfolio

n  ING VP Growth and Income Portfolio

Fixed Income Portfolios

n  ING VP Intermediate Bond Portfolio

n  ING VP Money Market Portfolio

Domestic Equity Growth Portfolios

n  ING VP Growth Portfolio

n  ING VP Small Company Portfolio

Global and International Equity Portfolios

n  ING VP Global Science and Technology Portfolio

n  ING VP International Equity Portfolio

Domestic Equity Value Portfolio

n  ING VP Value Opportunity Portfolio

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

TABLE OF CONTENTS

President's Letter	1
Market Perspective	2
Shareholder Expense Examples	4
Statements of Assets and Liabilities	7
Statements of Operations	10
Statements of Changes in Net Assets	13
Financial Highlights	18
Notes to Financial Statements	33
Portfolios of Investments	51

PROXY VOTING INFORMATION

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

QUARTERLY PORTFOLIO HOLDINGS

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

(THIS PAGE INTENTIONALLY LEFT BLANK)

PRESIDENT'S LETTER

Dear Shareholder,

So far, it has been a volatile year in the markets. In February, we saw an unprecedented, single-day freefall in Chinese stocks that sent tremors throughout global markets. Closer to home, we witnessed a downturn in the U.S. sub-prime mortgage industry that continues to impact fixed income investments as well as real estate and equity markets worldwide.

When friends and colleagues in the industry voice concerns about the market's recent volatility, I remind them that such ongoing events are fairly normal and that they underscore the importance of a well-diversified investment strategy. Studies have shown that an investment strategy allocated across a diverse group of asset classes and investment sectors can help provide an investor with solid footing for the long-term despite the short-term commotions.

We at ING Funds remain committed to providing our clients with a diverse and comprehensive line-up of innovative investment products — all designed to offer solutions to your investment needs. Whatever your investing goals, we look forward to continuing to serve you.

Shaun Mathews
President
ING Funds
August 10, 2007

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

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

1

MARKET PERSPECTIVE: SIX MONTHS ENDED JUNE 30, 2007

Investors will remember early 2007 for the well-anticipated shocks and corrections that finally struck. But global equities markets soon recovered their poise and provided good gains through May 2007 before some nervousness returned in June 2007. For the six months ended June 30, 2007, the Morgan Stanley Capital International World Index^SM(1) ("MSCI World Index") measured in local currencies, including net reinvested dividends ("MSCI" for regions discussed below) added 8.2%. In currencies, the dollar's early strides were retraced on the (perceived) certainty that European interest rates were on the way up, while those in the U.S. were not. The euro made a new closing high and the pound reached the best level in 25 years against the dollar. The yen however buckled under the "carry trade", in which speculators borrow in yen at low interest and buy higher yielding securities in other currencies. For the six months ended June 30, 2007, the dollar fell 2.5% against the euro and the pound, but gained 3.5% on the yen.

U.S. markets entered 2007 against a backdrop of a stable federal funds rate since June 2007. A slowing economy dragged by a slumping housing market seemed to be on the rebound in December 2006. The early reports in 2007 sustained this view, with unexpectedly strong employment, retail sales and confidence readings, as well as robust increases in housing starts and pending home sales. The first estimate of fourth quarter gross domestic product ("GDP") growth was an impressive 3.5%.

But from February 2007, it soon became apparent that the improvement in housing figures only reflected the mild weather of early winter. New starts, sales and prices were now falling. GDP growth was sharply revised down to 2.5%. To make matters worse, the country's largest sub-prime mortgage lenders were reporting major losses.

February 2007 was an unsettling month in other ways. The China stock market had practically doubled in 2006 and the long expected pull back eventually came on February 27th when the index fell 9%. The effect on sentiment was to shake relative risk strategies generally.

The housing gloom continued into the second quarter. Foreclosures in May 2007 were 90% higher than one year earlier. Existing housing prices fell in the first quarter year over year for the first time since 1991. The sub-prime dragon reared its head again in June 2007 when the investment bank, Bear Stearns, had to rescue two of its hedge funds in distress over holdings in mortgage bonds. The effect on GDP was clear. Growth in the latest quarter was finalized at just 0.69% annualized, the lowest since 2003.

Yet the feeling persisted that while the sub-prime debacle was serious, the chance of it tripping the economy into recession was remote. Unemployment remained light at 4.5%. The consumer was still spending, although as June ended high gasoline prices were weighing on consumer confidence. And the chances of a rate cut had all but vanished as the Federal Open Market Committee ("FOMC") in leaving the federal funds rate at 5.25%, made it clear that "...a sustained moderation in inflation pressures has yet to be convincingly demonstrated."

In U.S. fixed income markets the yield curve became steeper, with the yield on the ten-year Treasury Note making a five-year high before slipping to 5.03%, up 32 basis points (0.32%) for the six months ended June 30, 2007, while that on the three-month Bill fell 22 basis points (0.22%) to 4.67%. This surely reflected the confidence-shaking events of February 2007, as well as the FOMC's somewhat curious removal of its tightening bias on March 21, 2007, while still citing inflation as the predominant concern. For the six months ended June 30, 2007, the Lehman Brothers^® Aggregate Bond Index⁽²⁾ ("LBAB") of investment grade bonds r eturned just 98 basis points (0.98%).

U.S. equities, represented by the Standard & Poor's 500^® Composite Stock Price Index⁽³⁾ ("S&P 500^® Index") including dividends, rose 7.0%, finally breaching its March 2000 record. Investors might have been depressed in anticipation of the first quarter in fifteen with less than double-digit year-over-year percentage profits growth for companies that make up the S&P 500^® Index. But the earnings growth rate of 8.6% that emerged was much better than had been feared. Sentiment was also boosted by takeover activity, much of it from private equity firms able to draw from an apparently bottomless well of liquidity. By early June 2007 however, nerves were getting frayed as 10-year bond yields pushed through 5% and on the Bear Stearns' news, unlikely to be an isolated case. Led by financials and the interest sensitive utilities sectors, the S&P 500^® Index gave back 1.7% in June.

Internationally, the MSCI Japan^® Index⁽⁴⁾ rose 6.6% for the six month ended June 30, 2007, amid the usual contradictory mix of economic statistics. GDP growth held up well after the fastest quarterly expansion in three years. Unemployment remained at a nine-year low. But consumer prices and wages started falling

2

MARKET PERSPECTIVE: SIX MONTHS ENDED JUNE 30, 2007

again, forcing the Bank of Japan, which raised interest rates in February 2007 to a still wafer-thin 0.5%, to leave them there, keeping the carry trade in business. The MSCI Europe ex UK^® Index⁽⁵⁾ surged 11.2% on the basis of high consumer and business confidence, the lowest Eurozone unemployment since records began, the fastest GDP growth in years and continuing merger and acquisition activity. But June 2007 saw sentiment tail off somewhat as the ascending euro threatened exports and the European Central Bank raised rates for the eighth time since late 2005. In the UK, a housing boom and robust service sector had raised year over year GDP growth to 3.0% amid buoyant retail sales, confident consumers and record profits for non-financial companies. The MSCI UK^® Index⁽⁶⁾ advanced 8.1% for the six months ended June 30, 2007, although again slipping in June as home price inflation and retail sales cooled after the Bank of England raised rates to 5.5%, a six-year high.

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

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

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

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

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

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

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

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

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

3

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

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

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2007 to June 30, 2007. The Portfolios' expenses are shown without the imposition of any charges which are, or may be, imposed under your annuity contract. Expenses would have been higher if such charges were included.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

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

ING VP Balanced Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2007*
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,044.10		1.10	%	$	5.58
Class I		1,000.00		1,047.60		0.60			3.05
Class S		1,000.00		1,046.50		0.85			4.31
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.34		1.10	%	$	5.51
Class I		1,000.00		1,021.82		0.60			3.01
Class S		1,000.00		1,020.58		0.85			4.26

*  Expenses are equal to each Portfolio's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half-year.

4

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING VP Growth and Income Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2007*
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,072.30		1.09	%	$	5.60
Class I		1,000.00		1,076.10		0.59			3.04
Class S		1,000.00		1,074.70		0.84			4.32
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.39		1.09	%	$	5.46
Class I		1,000.00		1,021.87		0.59			2.96
Class S		1,000.00		1,020.63		0.84			4.21
ING VP Growth Portfolio
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,076.10		1.21	%	$	6.23
Class I		1,000.00		1,078.00		0.71			3.66
Class S		1,000.00		1,076.70		0.96			4.94
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,018.79		1.21	%	$	6.06
Class I		1,000.00		1,021.27		0.71			3.56
Class S		1,000.00		1,020.03		0.96			4.81
ING VP Small Company Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,106.10		0.85	%	$	4.44
Class S		1,000.00		1,105.30		1.10			5.74
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.58		0.85	%	$	4.26
Class S		1,000.00		1,019.34		1.10			5.51
ING VP Value Opportunity Portfolio
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,072.40		1.19	%	$	6.11
Class I		1,000.00		1,077.00		0.69			3.55
Class S		1,000.00		1,075.40		0.94			4.84
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,018.89		1.19	%	$	5.96
Class I		1,000.00		1,021.37		0.69			3.46
Class S		1,000.00		1,020.13		0.94			4.71

*  Expenses are equal to each Portfolio's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half-year.

5

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING VP Intermediate Bond Portfolio	Beginning Account Value January 1, 2007		Ending Account Value June 30, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2007*
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,009.30		0.99	%	$	4.93
Class I		1,000.00		1,011.60		0.49			2.44
Class S		1,000.00		1,010.10		0.74			3.69
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.89		0.99	%	$	4.96
Class I		1,000.00		1,022.36		0.49			2.46
Class S		1,000.00		1,021.12		0.74			3.71
ING VP Money Market Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,025.30		0.33	%	$	1.66
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,023.16		0.33	%	$	1.66
ING VP Global Science and Technology Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,107.00		1.09	%	$	5.69
Class S		1,000.00		1,105.30		1.34			6.99
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,019.39		1.09	%	$	5.46
Class S		1,000.00		1,018.15		1.34			6.71
ING VP International Equity Portfolio
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,077.50		1.47	%	$	7.57
Class I		1,000.00		1,081.10		0.97			5.01
Class S		1,000.00		1,078.70		1.22			6.29
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,017.50		1.47	%	$	7.35
Class I		1,000.00		1,019.98		0.97			4.86
Class S		1,000.00		1,018.74		1.22			6.11

*  Expenses are equal to each Portfolio's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 181/365 to reflect the most recent fiscal half-year.

6

STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 2007 (UNAUDITED)

	ING VP Balanced Portfolio		ING VP Growth and Income Portfolio			ING VP Growth Portfolio
ASSETS:
Investments in securities at value+*	$	1,102,328,593	$	2,956,407,452		$	203,762,246
Short-term investments**		4,054,911		—			—
Short-term investments in affiliates at amortized cost		63,000,000		60,000,000			1,000,000
Short-term investments at amortized cost		131,223,000		381,544,000			27,398,000
Cash		1,595,833		4,457,203			195
Cash collateral for futures		719,908		770,000			—
Foreign currencies at value***		11,465		—			—
Receivables:
Investment securities sold		34,218,851		132,922,376			6,635,232
Fund shares sold		4,460		92,600			3,075
Dividends and interest		3,704,608		3,824,492			274,409
Variation margin		212,951		—			—
Upfront payments made on swap agreements		320,901		—			—
Unrealized appreciation on swap agreements		725,205		—			—
Prepaid expenses		16,352		39,726			2,420
Total assets		1,342,137,038		3,540,057,849			239,075,577
LIABILITIES:
Payable for investment securities purchased		73,605,358		126,312,550			7,115,096
Payable for fund shares redeemed		2,139,414		2,122,277			122,165
Payable for futures variation margin		33,541		24,750			—
Payable upon receipt of securities loaned		128,255,000		371,430,000			26,886,000
Upfront payments received on swap agreements		1,247,315		—			—
Unrealized depreciation on swap agreements		354,369		—			—
Payable to affiliates		524,358		1,399,424			117,130
Payable for directors fees		25,941		49,895			3,790
Other accrued expenses and liabilities		145,748		331,887			32,856
Options written (premium received $1,138,880)		—		407,710			—
Total liabilities		206,331,044		502,078,493			34,277,037
NET ASSETS	$	1,135,805,994	$	3,037,979,356		$	204,798,540
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,019,725,611	$	4,506,452,842		$	346,355,244
Undistributed net investment income		15,381,644		18,234,336			186,597
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		54,133,439		(1,910,186,396	)		(158,359,213	)
Net unrealized appreciation on investments, foreign currency related transactions, futures, swaps, and written options		46,565,300		423,478,574			16,615,912
NET ASSETS	$	1,135,805,994	$	3,037,979,356		$	204,798,540
+ Including securities loaned at value	$	125,335,137	$	359,972,838		$	26,041,888
* Cost of investments in securities	$	1,055,828,101	$	2,533,734,921		$	187,146,334
** Cost of short-term investments	$	4,146,404	$	—		$	—
*** Cost of foreign currencies	$	90,902	$	—		$	—
Class ADV:
Net assets	$	1,002	$	1,093		$	3,067,993
Shares authorized		500,000,000		unlimited			100,000,000
Par value	$	0.001	$	1.00		$	0.001
Shares outstanding		70		44			268,266
Net asset value and redemption price per share	$	14.29	$	25.07		$	11.44
Class I:
Net assets	$	1,125,331,734	$	3,032,316,115		$	178,710,477
Shares authorized		500,000,000		unlimited			100,000,000
Par value	$	0.001	$	1.00		$	0.001
Shares outstanding		78,454,255		120,535,811			15,588,625
Net asset value and redemption price per share	$	14.34	$	25.16		$	11.46
Class S:
Net assets	$	10,473,258	$	5,662,148		$	23,020,070
Shares authorized		500,000,000		unlimited			100,000,000
Par value	$	0.001	$	1.00		$	0.001
Shares outstanding		733,793		226,122			2,027,559
Net asset value and redemption price per share	$	14.27	$	25.04		$	11.35

See Accompanying Notes to Financial Statements
7

STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 2007 (UNAUDITED)

	ING VP Small Company Portfolio		ING VP Value Opportunity Portfolio		ING VP Intermediate Bond Portfolio
ASSETS:
Investments in securities at value+*	$	570,128,330	$	192,716,435	$	2,920,529,191
Short-term investments**		—		—		25,870,980
Short-term investments in affiliates at amortized cost		22,000,000		3,500,000		205,600,000
Short-term investments at amortized cost		133,604,000		26,736,000		436,671,000
Cash		527,711		5,115		1,653,094
Cash collateral for futures		—		—		2,746,327
Foreign currencies at value***		—		—		214,278
Receivables:
Investment securities sold		8,842,308		2,165,847		258,291,483
Fund shares sold		123,625		9,849		2,541,234
Dividends and interest		776,035		306,126		20,740,840
Variation margin		—		—		1,138,279
Upfront payments made on swap agreements		—		—		2,292,096
Unrealized appreciation on swap agreements		—		—		4,881,119
Prepaid expenses		6,495		2,498		29,218
Total assets		736,008,504		225,441,870		3,883,199,139
LIABILITIES:
Payable for investment securities purchased		12,748,948		2,675,586		578,595,459
Payable for fund shares redeemed		906,711		24,862		678,822
Payable upon receipt of securities loaned		131,970,000		26,136,000		426,736,000
Unrealized depreciation on forward currency contracts		—		—		602,543
Upfront payments received on swap agreements		—		—		8,751,582
Unrealized depreciation on swap agreements		—		—		2,259,366
Payable to affiliates		392,429		113,380		1,228,534
Payable for directors fees		9,102		4,846		20,296
Other accrued expenses and liabilities		75,482		45,358		152,949
Total liabilities		146,102,672		29,000,032		1,019,025,551
NET ASSETS	$	589,905,832	$	196,441,838	$	2,864,173,588
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	473,714,453	$	158,313,848	$	2,864,806,143
Undistributed net investment income		4,192,644		1,489,336		73,230,835
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, and swaps		43,136,887		8,887,387		(47,305,536	)
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		68,861,848		27,751,267		(26,557,854	)
NET ASSETS	$	589,905,832	$	196,441,838	$	2,864,173,588
+ Including securities loaned at value	$	128,080,747	$	25,336,619	$	420,280,624
* Cost of investments in securities	$	501,266,482	$	164,965,168	$	2,948,695,746
** Cost of short-term investments	$	—	$	—	$	26,442,491
*** Cost of foreign currencies	$	—	$	—	$	216,587
Class ADV:
Net assets		n/a	$	1,082	$	991
Shares authorized		n/a		100,000,000		unlimited
Par value		n/a	$	0.001	$	1.00
Shares outstanding		n/a		65		76
Net asset value and redemption price per share		n/a	$	16.58	$	13.08
Class I:
Net assets	$	587,432,750	$	168,525,962	$	2,014,261,126
Shares authorized		100,000,000		100,000,000		unlimited
Par value	$	0.001	$	0.001	$	1.00
Shares outstanding		28,753,156		10,040,509		153,653,246
Net asset value and redemption price per share	$	20.43	$	16.78	$	13.11
Class S:
Net assets	$	2,473,082	$	27,914,794	$	849,911,471
Shares authorized		100,000,000		100,000,000		unlimited
Par value	$	0.001	$	0.001	$	1.00
Shares outstanding		121,994		1,673,902		65,300,260
Net asset value and redemption price per share	$	20.28	$	16.67	$	13.02

See Accompanying Notes to Financial Statements
8

STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 2007 (UNAUDITED)

	ING VP Money Market Portfolio			ING VP Global Science and Technology Portfolio			ING VP International Equity Portfolio
ASSETS:
Investments in securities at value+*	$	—		$	80,630,877		$	83,942,579
Short-term investments in affiliates at amortized cost		—			—			100,000
Short-term investments at amortized cost		1,562,755,723			20,063,000			6,529,000
Cash		10,029,502			817,525			13,374
Foreign currencies at value**		—			305,950			48,515
Receivables:
Investment securities sold		—			667,575			—
Fund shares sold		2,680,704			5,613			4,148
Dividends and interest		5,300,374			55,604			252,781
Unrealized appreciation on forward foreign currency contracts		—			408,541			—
Prepaid expenses		23,818			1,036			911
Total assets		1,580,790,121			102,955,721			90,891,308
LIABILITIES:
Payable for investment securities purchased		24,988,444			896,905			204,465
Payable for fund shares redeemed		1,161			—			133,922
Payable upon receipt of securities loaned		402,000			20,063,000			6,233,000
Unrealized depreciation on forward foreign currency contracts		—			431,661			—
Payable to affiliates		383,000			67,665			62,969
Payable for directors fees		17,894			2,122			2,908
Other accrued expenses and liabilities		219,019			30,260			34,059
Total liabilities		26,011,518			21,491,613			6,671,323
NET ASSETS	$	1,554,778,603		$	81,464,108		$	84,219,985
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,523,310,926		$	105,960,480		$	74,889,733
Undistributed net investment income
(accumulated net investment loss)		36,070,843			(119,130	)		1,030,495
Accumulated net realized loss on investments and foreign currency related transactions		(4,603,166	)		(36,733,124	)		(5,496,149	)
Net unrealized appreciation on investments and foreign currency related transactions		—			12,355,882			13,795,906
NET ASSETS	$	1,554,778,603		$	81,464,108		$	84,219,985
+ Including securities loaned at value	$	393,162		$	19,480,688		$	5,994,316
* Cost of investments in securities	$	—		$	68,252,077		$	70,149,873
** Cost of foreign currencies	$	—		$	306,428		$	47,369
Class ADV:
Net assets		n/a			n/a		$	1,081
Shares authorized		n/a			n/a			100,000,000
Par value		n/a			n/a		$	0.001
Shares outstanding		n/a			n/a			84
Net asset value and redemption price per share		n/a			n/a		$	12.89
Class I:
Net assets	$	1,554,778,603		$	80,875,840		$	82,837,867
Shares authorized		unlimited			100,000,000			100,000,000
Par value	$	1.00		$	0.001		$	0.001
Shares outstanding		118,045,048			15,956,022			6,362,797
Net asset value and redemption price per share	$	13.17		$	5.07		$	13.02
Class S:
Net assets		n/a		$	588,268		$	1,381,037
Shares authorized		n/a			100,000,000			100,000,000
Par value		n/a		$	0.001		$	0.001
Shares outstanding		n/a			116,626			106,778
Net asset value and redemption price per share		n/a		$	5.04		$	12.93

See Accompanying Notes to Financial Statements
9

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED)

	ING VP Balanced Portfolio			ING VP Growth and Income Portfolio			ING VP Growth Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	6,382,623		$	24,539,558		$	881,988
Interest(1)		12,250,915			2,450,353			60,890
Securities lending income		63,459			83,117			4,242
Total investment income		18,696,997			27,073,028			947,120
EXPENSES:
Investment management fees		2,892,729			7,583,555			615,025
Distribution and service fees:
Class ADV		4			4			6,826
Class S		13,065			6,234			27,638
Transfer agent fees		181			4,706			91
Administrative service fees		318,191			834,166			56,375
Shareholder reporting expense		40,580			61,240			5,108
Registration fees		586			1,282			—
Professional fees		67,688			149,644			18,055
Custody and accounting expense		79,380			155,208			14,188
Directors fees		52,236			108,600			8,148
Miscellaneous expense		36,504			122,018			9,378
Interest expense		—			3,123			552
Total expenses		3,501,144			9,029,780			761,384
Net waived and reimbursed fees		(18,856	)		(29,562	)		(422	)
Brokerage commission recapture		—			—			(1,615	)
Net expenses		3,482,288			9,000,218			759,347
Net investment income		15,214,709			18,072,810			187,773
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, SWAPS, AND WRITTEN OPTIONS:
Net realized gain (loss) on:
Investments		66,053,601			224,541,155			16,989,832
Foreign currency related transactions		(185,813	)		(68,863	)		—
Futures, swaps, and written options		2,444			2,904,918			—
Net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		65,870,232			227,377,210			16,989,832
Net change in unrealized appreciation or depreciation on:
Investments		(26,721,348	)		(22,919,641	)		(2,416,013	)
Foreign currency related transactions		(79,493	)		1,549			—
Futures, swaps, and written options		690,769			471,901			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		(26,110,072	)		(22,446,191	)		(2,416,013	)
Net realized and unrealized gain on investments, foreign currency related transactions, futures, swaps, and written options		39,760,160			204,931,019			14,573,819
Increase in net assets resulting from operations	$	54,974,869		$	223,003,829		$	14,761,592
* Foreign taxes withheld	$	1,549		$	260,637		$	32,396
(1) Affiliated income	$	1,229,180		$	1,904,115		$	27,873

See Accompanying Notes to Financial Statements
10

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED)

	ING VP Small Company Portfolio			ING VP Value Opportunity Portfolio			ING VP Intermediate Bond Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	5,875,794		$	2,134,571		$	950,894
Interest(1)		517,627			65,570			78,492,660
Securities lending income		47,147			4,286			519,776
Total investment income		6,440,568			2,204,427			79,963,330
EXPENSES:
Investment management fees		2,027,367			590,708			5,491,101
Distribution and service fees:
Class ADV		—			4			2
Class S		2,823			35,012			942,884
Transfer agent fees		181			272			6,335
Administrative service fees		148,669			54,146			755,002
Shareholder reporting expense		14,080			6,165			65,067
Registration fees		214			—			10,568
Professional fees		27,105			5,796			150,985
Custody and accounting expense		31,675			8,480			133,375
Directors fees		15,660			5,230			63,410
Miscellaneous expense		21,270			7,085			77,966
Interest expense		597			—			665
Total expenses		2,289,641			712,898			7,697,360
Net waived and reimbursed fees		(6,810	)		(401	)		(50,122	)
Net expenses		2,282,831			712,497			7,647,238
Net investment income		4,157,737			1,491,930			72,316,092
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, AND SWAPS:
Net realized gain (loss) on:
Investments		43,582,229			14,726,803			(13,401,527	)
Foreign currency related transactions		10,983			882			(1,132,467	)
Futures and swaps		—			—			(10,137,805	)
Net realized gain (loss) on investments, foreign currency related transactions, futures, and swaps		43,593,212			14,727,685			(24,671,799	)
Net change in unrealized appreciation or depreciation on:
Investments		6,578,357			(1,563,391	)		(23,423,552	)
Foreign currency related transactions		—			—			(605,300	)
Futures and swaps		—			—			4,131,038
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		6,578,357			(1,563,391	)		(19,897,814	)
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, futures, and swaps		50,171,569			13,164,294			(44,569,613	)
Increase in net assets resulting from operations	$	54,329,306		$	14,656,224		$	27,746,479
* Foreign taxes withheld	$	—		$	25,198		$	(6,033	)
(1) Affiliated income	$	444,005		$	26,903		$	3,308,858

See Accompanying Notes to Financial Statements
11

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 (UNAUDITED)

	ING VP Money Market Portfolio		ING VP Global Science and Technology Portfolio			ING VP International Equity Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	—	$	281,252		$	1,356,710
Interest(1)		38,462,127		7,633			34,597
Securities lending income		887		12,425			37,789
Total investment income		38,463,014		301,310			1,429,096
EXPENSES:
Investment management fees		1,789,068		383,665			346,945
Distribution and service fees:
Class ADV		—		—			4
Class S		—		701			1,265
Transfer agent fees		181		162			181
Administrative service fees		393,583		22,211			22,449
Shareholder reporting expense		23,650		2,010			181
Registration fees		427		—			—
Professional fees		46,440		13,710			4,726
Custody and accounting expense		63,550		11,312			13,301
Directors fees		34,687		2,212			2,876
Miscellaneous expense		30,969		5,250			3,488
Interest expense		—		560			158
Total expenses		2,382,555		441,793			395,574
Net waived and reimbursed fees		—		—			(187	)
Net expenses		2,382,555		441,793			395,387
Net investment income (loss)		36,080,459		(140,483	)		1,033,709
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain on:
Investments		17,416		5,811,948			5,310,893
Foreign currency related transactions		—		47,181			13,561
Net realized gain on investments and foreign currency related transactions		17,416		5,859,129			5,324,454
Net change in unrealized appreciation or depreciation on:
Investments		—		2,502,334			54,476
Foreign currency related transactions		—		16,295			(2,548	)
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		—		2,518,629			51,928
Net realized and unrealized gain on investments and foreign currency related transactions		17,416		8,377,758			5,376,382
Increase in net assets resulting from operations	$	36,097,875	$	8,237,275		$	6,410,091
* Foreign taxes withheld	$	—	$	20,589		$	147,451
(1) Affiliated income	$	—	$	—		$	12,295

See Accompanying Notes to Financial Statements
12

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING VP Balanced Portfolio						ING VP Growth and Income Portfolio
	Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	15,214,709		$	30,129,554		$	18,072,810		$	35,726,032
Net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		65,870,232			64,973,809			227,377,210			284,669,891
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, swaps, and written options		(26,110,072	)		20,635,045			(22,446,191	)		89,779,583
Net increase in net assets resulting from operations		54,974,869			115,738,408			223,003,829			410,175,506
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(27	)		—			—			(12	)
Class I		(30,215,749	)		(28,870,646	)		—			(35,978,959	)
Class S		(258,983	)		(70,509	)		—			(46,207	)
Net realized gains:
Class ADV		(40	)		—			—			—
Class I		(44,705,487	)		—			—			—
Class S		(414,002	)		—			—			—
Total distributions		(75,594,288	)		(28,941,155	)		—			(36,025,178	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		2,707,349			68,843,823			3,975,350			26,744,895
Proceeds issued in merger (Note 15)		—			21,745,814			—			—
Dividends reinvested		75,594,221			28,941,155			—			35,997,107
		78,301,570			119,530,792			3,975,350			62,742,002
Cost of shares redeemed		(116,488,236	)		(251,212,849	)		(291,878,509	)		(482,469,282	)
Net decrease in net assets resulting from capital share transactions		(38,186,666	)		(131,682,057	)		(287,903,159	)		(419,727,280	)
Net decrease in net assets		(58,806,085	)		(44,884,804	)		(64,899,330	)		(45,576,952	)
NET ASSETS:
Beginning of period		1,194,612,079			1,239,496,883			3,102,878,686			3,148,455,638
End of period	$	1,135,805,994		$	1,194,612,079		$	3,037,979,356		$	3,102,878,686
Undistributed net investment income at end of period	$	15,381,644		$	30,641,694		$	18,234,336		$	161,526

See Accompanying Notes to Financial Statements
13

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING VP Growth Portfolio						ING VP Small Company Portfolio
	Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	187,773		$	365,241		$	4,157,737		$	1,129,645
Net realized gain on investments and foreign currency related transactions		16,989,832			13,075,352			43,593,212			76,291,234
Net change in unrealized appreciation or depreciation on investments		(2,416,013	)		(9,629,888	)		6,578,357			(665,601	)
Net increase in net assets resulting from operations		14,761,592			3,810,705			54,329,306			76,755,278
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(5,297	)		—			—			—
Class I		(317,593	)		(113,349	)		(935,976	)		(1,544,649	)
Class S		(41,178	)		—			—			(154,077	)
Net realized gains:
Class I		—			—			(76,399,058	)		(58,647,564	)
Class S		—			—			(343,384	)		(12,123,157	)
Total distributions		(364,068	)		(113,349	)		(77,678,418	)		(72,469,447	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		7,237,084			51,217,584			74,863,462			161,701,457
Proceeds issued in merger (Note 15)		36,851,627			—			—			—
Dividends reinvested		364,068			113,349			77,678,418			72,469,447
		44,452,779			51,330,933			152,541,880			234,170,904
Cost of shares redeemed		(40,821,113	)		(43,840,954	)		(53,894,381	)		(186,317,390	)
Net increase in net assets resulting from capital share transactions		3,631,666			7,489,979			98,647,499			47,853,514
Net increase in net assets		18,029,190			11,187,335			75,298,387			52,139,345
NET ASSETS:
Beginning of period		186,769,350			175,582,015			514,607,445			462,468,100
End of period	$	204,798,540		$	186,769,350		$	589,905,832		$	514,607,445
Undistributed net investment income at end of period	$	186,597		$	362,892		$	4,192,644		$	970,883

See Accompanying Notes to Financial Statements
14

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING VP Value Opportunity Portfolio						ING VP Intermediate Bond Portfolio
	Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	1,491,930		$	3,129,904		$	72,316,092		$	101,202,907
Net realized gain (loss) on investments, foreign currency related transactions, futures, and swaps		14,727,685			17,917,306			(24,671,799	)		(13,025,987	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		(1,563,391	)		9,299,578			(19,897,814	)		(973,051	)
Net increase in net assets resulting from operations		14,656,224			30,346,788			27,746,479			87,203,869
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(17	)		—			—			(40	)
Class I		(2,729,403	)		(2,514,028	)		—			(75,863,165	)
Class S		(385,996	)		(411,247	)		—			(23,433,812	)
Total distributions		(3,115,416	)		(2,925,275	)		—			(99,297,017	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		1,012,477			2,493,673			592,157,349			1,313,238,729
Proceeds issued in merger (Note 15)		—			—			—			2,862,609
Dividends reinvested		3,115,398			2,925,275			—			99,270,730
		4,127,875			5,418,948			592,157,349			1,415,372,068
Cost of shares redeemed		(20,632,898	)		(40,387,407	)		(285,956,192	)		(638,397,059	)
Net increase (decrease) in net assets resulting from capital share transactions		(16,505,023	)		(34,968,459	)		306,201,157			776,975,009
Net increase (decrease) in net assets		(4,964,215	)		(7,546,946	)		333,947,636			764,881,861
NET ASSETS:
Beginning of period		201,406,053			208,952,999			2,530,225,952			1,765,344,091
End of period	$	196,441,838		$	201,406,053		$	2,864,173,588		$	2,530,225,952
Undistributed net investment income at end of period	$	1,489,336		$	3,112,822		$	73,230,835		$	914,743

See Accompanying Notes to Financial Statements
15

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING VP Money Market Portfolio						ING VP Global Science and Technology Portfolio
	Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income (loss)	$	36,080,459		$	57,136,163		$	(140,483	)	$	(248,859	)
Net realized gain on investments and foreign currency related transactions		17,416			75,645			5,859,129			11,202,478
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		—			—			2,518,629			(5,191,876	)
Net increase in net assets resulting from operations		36,097,875			57,211,808			8,237,275			5,761,743
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		(57,130,928	)		(31,895,864	)		—			—
Total distributions		(57,130,928	)		(31,895,864	)		—			—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		248,605,603			428,969,203			1,886,002			13,780,858
Dividends reinvested		57,130,928			31,895,864			—			—
		305,736,531			460,865,067			1,886,002			13,780,858
Cost of shares redeemed		(85,774,958	)		(203,348,846	)		(10,809,392	)		(21,993,235	)
Net increase (decrease) in net assets resulting from capital share transactions		219,961,573			257,516,221			(8,923,390	)		(8,212,377	)
Net increase (decrease) in net assets		198,928,520			282,832,165			(686,115	)		(2,450,634	)
NET ASSETS:
Beginning of period		1,355,850,083			1,073,017,918			82,150,223			84,600,857
End of period	$	1,554,778,603		$	1,355,850,083		$	81,464,108		$	82,150,223
Undistributed net investment income (accumulated net investment loss) at end of period	$	36,070,843		$	57,121,312		$	(119,130	)	$	21,353

See Accompanying Notes to Financial Statements
16

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING VP International Equity Portfolio
	Six Months Ended June 30, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	1,033,709		$	1,625,567
Net realized gain on investments and foreign currency related transactions		5,324,454			8,900,673
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		51,928			4,333,147
Net increase in net assets resulting from operations		6,410,091			14,859,387
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(21	)		—
Class I		(1,612,956	)		(1,095,926	)
Class S		(18,053	)		(7,085	)
Total distributions		(1,631,030	)		(1,103,011	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		7,379,982			17,382,229
Dividends reinvested		1,631,009			1,103,011
		9,010,991			18,485,240
Cost of shares redeemed		(9,019,204	)		(14,608,817	)
Net increase (decrease) in net assets resulting from capital share transactions		(8,213	)		3,876,423
Net increase in net assets		4,770,848			17,632,799
NET ASSETS:
Beginning of period		79,449,137			61,816,338
End of period	$	84,219,985		$	79,449,137
Undistributed net investment income at end of period	$	1,030,495		$	1,627,816

See Accompanying Notes to Financial Statements
17

ING VP BALANCED PORTFOLIO (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Six Months Ended June 30, 2007			December 29, 2006(1) to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	14.65			14.65
Income (loss) from investment operations:
Net investment income (loss)	$	0.15			(0.00	)**
Net realized and unrealized gain on investments	$	0.46			—
Total from investment operations	$	0.61			(0.00	)**
Less distributions from:
Net investment income	$	0.39			—
Net realized gains on investments	$	0.58			—
Total distributions	$	0.97			—
Net asset value, end of period	$	14.29			14.65
Total Return(2)	%	4.41			—
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	0	***		0	***
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	1.10			1.10
Net expenses after expense waiver(3)	%	1.10	†		1.10	†
Net investment income (loss) after expense waiver(3)	%	2.04	†		(1.10	)†
Portfolio turnover rate	%	110			236

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	14.65			13.64			13.40			12.50		10.73		12.09
Income (loss) from investment operations:
Net investment income	$	0.19	*		0.34	*		0.29	*		0.29		0.25		0.25
Net realized and unrealized gain (loss) on investments	$	0.47			1.00			0.27			0.87		1.76		(1.49	)
Total from investment operations	$	0.66			1.34			0.56			1.16		2.01		(1.24	)
Less distributions from:
Net investment income	$	0.39			0.33			0.32			0.26		0.24		0.12
Net realized gains on investments	$	0.58			—			—			—		—		—
Total distributions	$	0.97			0.33			0.32			0.26		0.24		0.12
Net asset value, end of period	$	14.34			14.65			13.64			13.40		12.50		10.73
Total Return(2)	%	4.76			9.99			4.24			9.42		18.87		(10.31	)
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	1,125			1,184			1,236			1,358		1,375		1,223
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	0.60			0.60			0.60			0.59		0.60		0.60
Net expenses after expense waiver(3)	%	0.60	†		0.60	†		0.60			0.59		0.60		0.60
Net investment income after expense waiver(3)	%	2.63	†		2.44	†		2.30			2.15		2.04		2.00
Portfolio turnover rate	%	110			236			308			272		333		345

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

See Accompanying Notes to Financial Statements
18

ING VP BALANCED PORTFOLIO (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class S
	Six Months Ended June 30,			Year Ended December 31,							May 29, 2003(1) to December 31,
	2007			2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$	14.57			13.58			13.35		12.49		11.53
Income from investment operations:
Net investment income	$	0.18			0.32	*		0.27		0.22		0.34
Net realized and unrealized gain on investments	$	0.46			0.97			0.25		0.89		0.85
Total from investment operations	$	0.64			1.29			0.52		1.11		1.19
Less distributions from:
Net investment income	$	0.36			0.30			0.29		0.25		0.23
Net realized gains on investments	$	0.58			—			—		—		—
Total distributions	$	0.94			0.30			0.29		0.25		0.23
Net asset value, end of period	$	14.27			14.57			13.58		13.35		12.49
Total Return(2)	%	4.65			9.62			3.99		9.06		10.51
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	10			11			3		3		1
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	0.85			0.85			0.85		0.84		0.83
Net expenses after expense waiver(3)	%	0.85	†		0.85	†		0.85		0.84		0.83
Net investment income after expense waiver(3)	%	2.38	†		2.29	†		2.06		1.98		3.06
Portfolio turnover rate	%	110			236			308		272		333

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

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

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

See Accompanying Notes to Financial Statements
19

ING VP GROWTH AND INCOME PORTFOLIO (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Six Months Ended June 30, 2007			December 20, 2006(1) to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	23.38			23.70
Income (loss) from investment operations:
Net investment income	$	0.08			0.01	**
Net realized and unrealized gain (loss) on investments	$	1.61			(0.06	)
Total from investment operations	$	1.69			(0.05	)
Less distributions from:
Net investment income	$	—			0.27
Total distributions	$	—			0.27
Net asset value, end of period	$	25.07			23.38
Total Return(2)	%	7.23			(0.23	)
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	0	*		0	*
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	1.09			1.09
Net expenses after expense waiver(3)	%	1.09	†		1.09	†
Net investment income after expense waiver(3)	%	0.69	†		1.08	†
Portfolio turnover rate	%	76			103

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	23.38			20.71			19.35		18.28		14.50		19.54
Income (loss) from investment operations:
Net investment income	$	0.15			0.25	**		0.23		0.28		0.16		0.16
Net realized and unrealized gain (loss) on investments	$	1.63			2.69			1.35		1.24		3.62		(5.04	)
Total from investment operations	$	1.78			2.94			1.58		1.52		3.78		(4.88	)
Less distributions from:
Net investment income	$	—			0.27			0.22		0.45		—		0.16
Total distributions	$	—			0.27			0.22		0.45		—		0.16
Net asset value, end of period	$	25.16			23.38			20.71		19.35		18.28		14.50
Total Return(2)	%	7.61			14.20			8.13		8.39		26.07		(24.99	)
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	3,032			3,098			3,146		3,531		3,795		3,525
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	0.59			0.59			0.59		0.58		0.60		0.59
Net expenses after expense waiver(3)	%	0.59	†		0.59	†		0.59		0.58		0.60		0.59
Net investment income after expense waiver(3)	%	1.19	†		1.15	†		1.03		1.41		0.95		0.83
Portfolio turnover rate	%	76			103			80		139		150		246

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

*  Amount is less than $500,000.

**  Calculated using average shares outstanding throughout the period.

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

See Accompanying Notes to Financial Statements
20

ING VP GROWTH AND INCOME PORTFOLIO (UNAUDITED) (CONTINUED)

FINANCIAL
HIGHLIGHTS

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

	Class S
	Six Months Ended June 30,			Year Ended December 31,							June 11, 2003(1) to December 31,
	2007			2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of period	$	23.30			20.69			19.34		18.26		16.32
Income from investment operations:
Net investment income	$	0.10			0.20	*		0.14		0.21		0.04
Net realized and unrealized gain on investments	$	1.64			2.64			1.41		1.26		1.90
Total from investment operations	$	1.74			2.84			1.55		1.47		1.94
Less distributions from:
Net investment income	$	—			0.23			0.20		0.39		—
Total distributions	$	—			0.23			0.20		0.39		—
Net asset value, end of period	$	25.04			23.30			20.69		19.34		18.26
Total Return(2)	%	7.47			13.72			7.98		8.10		11.89
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	6			5			2		2		2
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	0.84			0.84			0.84		0.83		0.84
Net expenses after expense waiver(3)	%	0.84	†		0.84	†		0.84		0.83		0.84
Net investment income after expense waiver(3)	%	0.93	†		0.94	†		0.78		1.18		0.57
Portfolio turnover rate	%	76			103			80		139		150

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

*  Calculated using average shares outstanding throughout the period.

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

See Accompanying Notes to Financial Statements
21

ING VP GROWTH PORTFOLIO (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Six Months Ended June 30, 2007			December 29, 2006(1) to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	10.65			10.65
Income (loss) from investment operations:
Net investment loss	$	(0.01	)**		(0.00	)*
Net realized and unrealized gain on investments	$	0.82			—
Total from investment operations	$	0.81			(0.00	)*
Less distributions from:
Net investment income	$	0.02			—
Total distributions	$	0.02			—
Net asset value, end of period	$	11.44			10.65
Total Return(2)	%	7.61			—
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	3,068			1
Ratios to average net assets:
Gross expenses prior to expense waiver and brokerage commission recapture(3)	%	1.21			1.19
Net expenses after expense waiver and prior to brokerage commission recapture(3)	%	1.21	††		1.19
Net expenses after expense waiver and brokerage commission recapture(3)	%	1.21	††		1.19
Net investment loss after expense waiver and brokerage commission recapture(3)	%	(0.27	)††		(1.19	)
Portfolio turnover rate	%	118			188

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006		2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	10.65			10.38		9.56			8.93		6.85		9.64
Income (loss) from investment operations:
Net investment income (loss)	$	0.01			0.02		0.02			0.06		0.01		(0.01	)
Net realized and unrealized gain (loss) on investments	$	0.82			0.26		0.87			0.58		2.07		(2.78	)
Total from investment operations	$	0.83			0.28		0.89			0.64		2.08		(2.79	)
Less distributions from:
Net investment income	$	0.02			0.01		0.07			0.01		—		—
Total distributions	$	0.02			0.01		0.07			0.01		—		—
Net asset value, end of period	$	11.46			10.65		10.38			9.56		8.93		6.85
Total Return(2)	%	7.80			2.65		9.38	†		7.19		30.36		(28.94	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	178,710			186,495		175,297			193,280		224,330		181,029
Ratios to average net assets:
Gross expenses prior to expense waiver and brokerage commission recapture(3)	%	0.71			0.69		0.69			0.69		0.71		0.72
Net expenses after expense waiver and prior to brokerage commission recapture(3)	%	0.71	††		0.69		0.69			0.69		0.71		0.72
Net expenses after expense waiver and brokerage commission recapture(3)	%	0.71	††		0.69		0.69			0.69		0.71		0.72
Net investment income (loss) after expense waiver and brokerage commission recapture(3)	%	0.22	††		0.19		0.08			0.61		0.13		(0.06	)
Portfolio turnover rate	%	118			188		119			123		162		241

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

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

**  Calculated using average shares outstanding throughout the period.

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

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

See Accompanying Notes to Financial Statements
22

ING VP GROWTH PORTFOLIO (UNAUDITED) (CONTINUED)

FINANCIAL HIGHLIGHTS

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

	Class S
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$	10.56			10.31			9.50			8.88		6.83			9.63
Income (loss) from investment operations:
Net investment income (loss)	$	(0.00	)*		(0.01	)		(0.00	)*		0.04		0.00	*		(0.01	)
Net realized and unrealized gain (loss) on investments	$	0.81			0.26			0.85			0.58		2.05			(2.79	)
Total from investment operations	$	0.81			0.25			0.85			0.62		2.05			(2.80	)
Less distributions from:
Net investment income	$	0.02			—			0.04			—		—			—
Total distributions	$	0.02			—			0.04			—		—			—
Net asset value, end of period	$	11.35			10.56			10.31			9.50		8.88			6.83
Total Return(2)	%	7.67			2.42			9.05	†		6.98		30.01			(29.08	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	23,020			273			285			356		292			53
Ratios to average net assets:
Gross expenses prior to expense waiver and brokerage commission recapture(3)	%	0.96			0.94			0.94			0.94		0.96			0.97
Net expenses after expense waiver and prior to brokerage commission recapture(3)	%	0.96	††		0.94			0.94			0.94		0.96			0.97
Net expenses after expense waiver and brokerage commission recapture(3)	%	0.96	††		0.94			0.94			0.94		0.96			0.97
Net investment income (loss) after expense waiver and brokerage commission recapture(3)	%	(0.03	)††		(0.06	)		(0.17	)		0.44		(0.10	)		(0.31	)
Portfolio turnover rate	%	118			188			119			123		162			241

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

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

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

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

See Accompanying Notes to Financial Statements
23

ING VP SMALL COMPANY PORTFOLIO (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	21.70			21.65			19.94			17.48			12.75		16.68
Income (loss) from investment operations:
Net investment income	$	0.16	*		0.05			0.10			0.04			0.06		0.05
Net realized and unrealized gain (loss) on investments	$	1.94			3.46			1.92			2.47			4.71		(3.91	)
Total from investment operations	$	2.10			3.51			2.02			2.51			4.77		(3.86	)
Less distributions from:
Net investment income	$	0.04			0.09			0.03			0.05			0.04		0.07
Net realized gains on investments	$	3.33			3.37			0.28			—			—		—
Total distributions	$	3.37			3.46			0.31			0.05			0.04		0.07
Net asset value, end of period	$	20.43			21.70			21.65			19.94			17.48		12.75
Total Return(1)	%	10.61			16.79			10.27	††		14.39			37.47		(23.23	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	587,433			512,446			393,700			461,014			464,228		288,890
Ratios to average net assets:
Gross expenses prior to expense waiver(2)	%	0.85			0.85			0.85			0.84			0.85		0.87
Net expenses after expense waiver(2)	%	0.85	†		0.85	†		0.85			0.84			0.85		0.87
Net investment income after expense waiver(2)	%	1.54	†		0.26	†		0.43			0.21			0.47		0.39
Portfolio turnover rate	%	47			83			72			93			178		371
	Class S
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	21.54			21.59			19.90			17.49			12.72		16.68
Income (loss) from investment operations:
Net investment income (loss)	$	0.13	*		(0.05	)*		0.06			0.03	*		0.01		(0.04	)
Net realized and unrealized gain (loss) on investments	$	1.94			3.41			1.92			2.43			4.79		(3.86	)
Total from investment operations	$	2.07			3.36			1.98			2.46			4.80		(3.90	)
Less distribution from:
Net investment income	$	—			0.04			0.01			0.05			0.03		0.06
Net realized gains on investments	$	3.33			3.37			0.28			—			—		—
Total distribution	$	3.33			3.41			0.29			0.05			0.03		0.06
Net asset value, end of period	$	20.28			21.54			21.59			19.90			17.49		12.72
Total Return(1)	%	10.53			16.07			10.05	††		14.09			37.76		(23.45	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	2,473			2,162			68,768			72,225			840		184
Ratios to average net assets:
Gross expenses prior to expense waiver(2)	%	1.10			1.10			1.10			1.09			1.10		1.12
Net expenses after expense waiver(2)	%	1.10	†		1.10	†		1.10			1.09			1.10		1.12
Net investment income (loss) after expense waiver(2)	%	1.25	†		(0.24	)†		0.26			0.19			0.22		0.14
Portfolio turnover rate	%	47			83			72			93			178		371

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

⁽²⁾  Annualized for periods less than one year.

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

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

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

See Accompanying Notes to Financial Statements
24

ING VP VALUE OPPORTUNITY PORTFOLIO (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Six Months Ended June 30, 2007			December 29, 2006(1) to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	15.72			15.72
Income (loss) from investment operations:
Net investment income (loss)	$	0.06			(0.00	)**
Net realized and unrealized gain on investments	$	1.06			—
Total from investment operations	$	1.12			(0.00	)**
Less distributions from					:
Net investment income	$	0.26			—
Total distributions	$	0.26			—
Net asset value, end of period	$	16.58			15.72
Total Return(2)	%	7.24			—
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			1
Ratios to average net assets:
Expenses(3)	%	1.19	†		1.19
Net investment income (loss)(3)	%	0.71	†		(1.19	)
Portfolio turnover rate	%	54			83

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	15.84			13.84			13.19			12.08		9.77		13.25
Income (loss) from investment operations:
Net investment income	$	0.13	*		0.23	*		0.19	*		0.24		0.10		0.04
Net realized and unrealized gain (loss) on investments	$	1.07			1.98			0.71			0.98		2.29		(3.47	)
Total from investment operations	$	1.20			2.21			0.90			1.22		2.39		(3.43	)
Less distributions from:
Net investment income	$	0.26			0.21			0.25			0.11		0.08		0.05
Total distributions	$	0.26			0.21			0.25			0.11		0.08		0.05
Net asset value, end of period	$	16.78			15.84			13.84			13.19		12.08		9.77
Total Return(2)	%	7.70			16.10			6.95			10.15		24.59		(25.96	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	168,526			173,014			178,828			219,889		257,448		211,470
Ratios to average net assets:
Expenses(3)	%	0.69	†		0.69			0.70			0.69		0.70		0.72
Net investment income(3)	%	1.55	†		1.58			1.47			1.61		0.91		0.51
Portfolio turnover rate	%	54			83			94			16		251		304

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

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

**  Amount is more than $(0.005).

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

See Accompanying Notes to Financial Statements
25

ING VP VALUE OPPORTUNITY PORTFOLIO (UNAUDITED) (CONTINUED)

FINANCIAL
HIGHLIGHTS

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

	Class S
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	15.72			13.77			13.12			12.03		9.75		13.24
Income (loss) from investment operations:
Net investment income	$	0.10	*		0.19	*		0.16	*		0.13		0.04		0.01
Net realized and unrealized gain (loss) on investments	$	1.07			1.96			0.71			1.05		2.31		(3.46	)
Total from investment operations	$	1.17			2.15			0.87			1.18		2.35		(3.45	)
Less distributions from:
Net investment income	$	0.22			0.20			0.22			0.09		0.07		0.04
Total distributions	$	0.22			0.20			0.22			0.09		0.07		0.04
Net asset value, end of period	$	16.67			15.72			13.77			13.12		12.03		9.75
Total Return(1)	%	7.60			15.77			6.76			9.88		24.21		(26.12	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	27,915			28,391			30,125			3,505		2,277		1,092
Ratios to average net assets:
Expenses(2)	%	0.94	†		0.94			0.95			0.94		0.95		0.97
Net investment income(2)	%	1.30	†		1.32			1.18			1.36		0.64		0.26
Portfolio turnover rate	%	54			83			94			16		251		304

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

⁽²⁾  Annualized for periods less than one year.

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

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

See Accompanying Notes to Financial Statements
26

ING VP INTERMEDIATE BOND PORTFOLIO (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Six Months Ended June 30, 2007			December 20, 2006(1) to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	12.96			13.53
Income (loss) from investment operations:
Net investment income	$	0.31			0.02
Net realized and unrealized loss on investments	$	(0.19	)		(0.06	)
Total from investment operations	$	0.12			(0.04	)
Less distributions from:
Net investment income	$	—			0.53
Total distributions	$	—			0.53
Net asset value, end of period	$	13.08			12.96
Total Return(2)	%	0.93			(0.30	)
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	0	**		0	**
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	0.99			0.99
Net expenses after expense waiver(3)	%	0.99	†		0.99	†
Net investment income after expense waiver(3)	%	4.86	†		6.82	†
Portfolio turnover rate	%	197			390

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	12.96			12.97			13.14			14.15		13.53		12.95
Income (loss) from investment operations:
Net investment income	$	0.35			0.65	*		0.54			0.53		0.56		0.45
Net realized and unrealized gain (loss) on investments	$	(0.20	)		(0.12	)		(0.13	)		0.13		0.29		0.63
Total from investment operations	$	0.15			0.53			0.41			0.66		0.85		1.08
Less distributions from:
Net investment income	$	—			0.54			0.51			1.11		0.11		0.43
Net realized gains on investments	$	—			—			0.07			0.56		0.12		0.07
Total distributions	$	—			0.54			0.58			1.67		0.23		0.50
Net asset value, end of period	$	13.11			12.96			12.97			13.14		14.15		13.53
Total Return(2)	%	1.16			4.06			3.14			4.88		6.30		8.33
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	2,014			1,909			1,148			1,093		1,126		1,206
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	0.49			0.49			0.49			0.48		0.50		0.49
Net expenses after expense waiver(3)	%	0.49	†		0.49	†		0.49			0.48		0.50		0.49
Net investment income after expense waiver(3)	%	5.34	†		4.97	†		4.14			3.79		3.77		3.50
Portfolio turnover rate	%	197			390			589			407		521		565

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

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

**  Amount is less than $500,000.

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

See Accompanying Notes to Financial Statements
27

ING VP INTERMEDIATE BOND PORTFOLIO (UNAUDITED) (CONTINUED)

FINANCIAL
HIGHLIGHTS

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

	Class S
	Six Months Ended June 30,			Year Ended December 31,										May 3, 2002(1) to December 31,
	2007			2006			2005			2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	12.89			12.91			13.09			14.13		13.53		13.05
Income (loss) from investment operations:
Net investment income	$	0.33	*		0.61	*		0.41			0.40		0.49		0.16
Net realized and unrealized gain (loss) on investments	$	(0.20	)		(0.12	)		(0.03	)		0.22		0.32		0.81
Total from investment operations	$	0.13			0.49			0.38			0.62		0.81		0.97
Less distributions from:
Net investment income	$	—			0.51			0.49			1.10		0.09		0.42
Net realized gains on investments	$	—			—			0.07			0.56		0.12		0.07
Total distributions	$	—			0.51			0.56			1.66		0.21		0.49
Net asset value, end of period	$	13.02			12.89			12.91			13.09		14.13		13.53
Total Return(2)	%	1.01			3.77			2.94			4.58		6.04		7.45
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	850			621			617			301		71		50
Ratios to average net assets:
Gross expenses prior to expense waiver(3)	%	0.74			0.74			0.74			0.73		0.75		0.74
Net expenses after expense waiver(3)	%	0.74	†		0.74	†		0.74			0.73		0.75		0.74
Net investment income after expense waiver(3)	%	5.09	†		4.69	†		3.94			3.52		3.52		3.25
Portfolio turnover rate	%	197			390			589			407		521		565

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

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

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

See Accompanying Notes to Financial Statements
28

ING VP MONEY MARKET PORTFOLIO (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004			2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	13.40			13.17			12.94			12.94			13.03		13.33
Income (loss) from investment operations:
Net investment income	$	0.33	*		0.63	*		0.39			0.15			0.08		0.21
Net realized and unrealized gain (loss) on investments	$	(0.01	)		0.00	**		(0.01	)		(0.01	)		0.03		—
Total from investment operations	$	0.32			0.63			0.38			0.14			0.11		0.21
Less distributions from:
Net investment income	$	0.55			0.40			0.15			0.14			0.20		0.51
Total distributions	$	0.55			0.40			0.15			0.14			0.20		0.51
Net asset value, end of period	$	13.17			13.40			13.17			12.94			12.94		13.03
Total Return(1)	%	2.53			4.88			2.98			1.06			0.92		1.66
Ratios and Supplemental Data:
Net assets, end of period (millions)	$	1,555			1,356			1,073			1,101			1,238		1,552
Ratios to average net assets:
Expenses(2)	%	0.33			0.34			0.35			0.34			0.35		0.34
Net investment income(2)	%	5.04			4.79			2.93			1.11			0.91		1.63

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

⁽²⁾  Annualized for periods less than one year.

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

**  Amount is less than $0.005.

See Accompanying Notes to Financial Statements
29

ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO (UNAUDITED)

FINANCIAL
HIGHLIGHTS

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

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005			2004			2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$	4.58			4.27			3.82			3.87			2.66			4.53
Income (loss) from investment operations:
Net investment loss	$	(0.01	)		(0.01	)		(0.02	)		(0.03	)		(0.02	)		(0.03	)
Net realized and unrealized gain (loss) on investments	$	0.50			0.32			0.47			(0.02	)		1.23			(1.84	)
Total from investment operations	$	0.49			0.31			0.45			(0.05	)		1.21			(1.87	)
Net asset value, end of period	$	5.07			4.58			4.27			3.82			3.87			2.66
Total Return(1)	%	10.70			7.26			11.78			(1.29	)		45.49			(41.28	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	80,876			81,599			84,523			86,291			97,742			45,559
Ratios to average net assets:		��
Gross expenses prior to expense reimbursement/recoupment(2)	%	1.09			1.08			1.06			1.05			1.10			1.12
Net expenses after expense reimbursement/recoupment(2)(3)	%	1.09			1.08			1.06			1.05			1.11			1.11
Net investment loss after expense reimbursement/recoupment(2)(3)	%	(0.35	)		(0.29	)		(0.48	)		(0.67	)		(0.88	)		(0.89	)
Portfolio turnover rate	%	42			129			118			163			15			61

	Class S
	Six Months Ended June 30, 2007			Year Ended December 31, 2006			July 20, 2005(4) to December 31, 2005
Per Share Operating Performance:
Net asset value, beginning of period	$	4.56			4.27			3.90
Income (loss) from investment operations:
Net investment loss	$	(0.01	)		(0.02	)		(0.01	)
Net realized and unrealized gain on investments	$	0.49			0.31			0.38
Total from investment operations	$	0.48			0.29			0.37
Net asset value, end of period	$	5.04			4.56			4.27
Total Return(1)	%	10.53			6.79			9.49
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	588			551			78
Ratios to average net assets:
Gross expenses prior to expense reimbursement(2)	%	1.34			1.33			1.31
Net expenses after expense reimbursement(2)(3)	%	1.34			1.33			1.31
Net investment loss after expense reimbursement(2)(3)	%	(0.59	)		(0.51	)		(0.73	)
Portfolio turnover rate	%	42			129			118

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

⁽²⁾  Annualized for periods less than one year.

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

⁽⁴⁾  Commencement of operations.

See Accompanying Notes to Financial Statements
30

ING VP INTERNATIONAL EQUITY PORTFOLIO (UNAUDITED)

FINANCIAL HIGHLIGHTS

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

	Class ADV
	Six Months Ended June 30, 2007			December 29, 2006(1) to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$	12.21			12.21
Income (loss) from investment operations:
Net investment income (loss)	$	0.13			(0.00	)*
Net realized and unrealized gain on investments	$	0.80			—
Total from investment operations	$	0.93			(0.00	)*
Less distributions from:
Net investment income	$	0.25			—
Total distributions	$	0.25			—
Net asset value, end of period	$	12.89			12.21
Total Return(2)	%	7.75			—
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1			1
Ratios to average net assets:
Gross expenses prior to expense
reimbursement/recoupment(3)	%	1.47			1.49
Net expenses after expense reimbursement/recoupment(3)(4)	%	1.47	†		1.49
Net investment income (loss) after expense reimbursement/recoupment(3)(4)	%	2.15	†		(1.49	)
Portfolio turnover rate	%	37			79

	Class I
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006		2005		2004		2003		2002
Per Share Operating Performance:
Net asset value, beginning of period	$	12.29			10.11		8.74		7.55		5.78		7.90
Income (loss) from investment operations:
Net investment income	$	0.16			0.24		0.14		0.07		0.06		0.03
Net realized and unrealized gain (loss) on investments	$	0.82			2.11		1.32		1.21		1.78		(2.13	)
Total from investment operations	$	0.98			2.35		1.46		1.28		1.84		(2.10	)
Less distributions from:
Net investment income	$	0.25			0.17		0.09		0.09		0.07		0.02
Total distributions	$	0.25			0.17		0.09		0.09		0.07		0.02
Net asset value, end of period	$	13.02			12.29		10.11		8.74		7.55		5.78
Total Return(2)	%	8.11			23.48		16.87		17.17		32.05		(26.68	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	82,838			78,573		61,464		52,505		40,537		28,917
Ratios to average net assets:
Gross expenses prior to expense reimbursement/recoupment(3)	%	0.97			0.99		1.00		0.95		1.38		1.46
Net expenses after expense reimbursement/recoupment(3)(4)	%	0.97	†		0.99		1.14		1.15		1.15		1.15
Net investment income after expense reimbursement/recoupment(3)(4)	%	2.53	†		2.27		1.51		1.00		1.04		0.40
Portfolio turnover rate	%	37			79		97		137		85		266

⁽¹⁾  Commencement of operations.

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

⁽³⁾  Annualized for periods less than one year.

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

*  Amount is more than $(0.005).

^†  Impact of waiving the advisory fee the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.

See Accompanying Notes to Financial Statements
31

ING VP INTERNATIONAL EQUITY PORTFOLIO (UNAUDITED) (CONTINUED)

FINANCIAL
HIGHLIGHTS

	Class S
	Six Months Ended June 30,			Year Ended December 31,
	2007			2006			2005		2004		2003			2002
Per Share Operating Performance:
Net asset value, beginning of period	$	12.21			10.05			8.70		7.53		5.78			7.90
Income (loss) from investment operations:
Net investment income (loss)	$	0.15	*		0.19	*		0.09		0.05		(0.01	)		0.01
Net realized and unrealized gain (loss) on investments	$	0.80			2.13			1.33		1.21		1.82			(2.13	)
Total from investment operations	$	0.95			2.32			1.42		1.26		1.81			(2.12	)
Less distributions from:
Net investment income	$	0.23			0.16			0.07		0.09		0.06			—
Total distributions	$	0.23			0.16			0.07		0.09		0.06			—
Net asset value, end of period	$	12.93			12.21			10.05		8.70		7.53			5.78
Total Return(1)	%	7.87			23.24			16.53		16.87		31.62			(26.84	)
Ratios and Supplemental Data:
Net assets, end of period (000's)	$	1,381			875			353		265		197			8
Ratios to average net assets:
Gross expenses prior to expense reimbursement/recoupment(2)	%	1.22			1.24			1.25		1.20		1.63			1.71
Net expenses after expense reimbursement/recoupment(2)(3)	%	1.22	†		1.24			1.39		1.40		1.40			1.40
Net investment income after expense reimbursement/recoupment(2)(3)	%	2.40	†		1.70			1.16		0.68		0.79			0.15
Portfolio turnover rate	%	37			79			97		137		85			266

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

⁽²⁾  Annualized for periods less than one year.

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

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

^†  Impact of waiving the advisory fee the ING Institutional Prime Money Market Fund holding has less than 0.01% impact on the expense ratio.

See Accompanying Notes to Financial Statements
32

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED)

NOTE 1 — ORGANIZATION

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

ING Investments, LLC ("ING Investments'' or the "Investment Adviser"), an Arizona limited liability company, serves as the investment adviser to the Portfolios. ING Investments has engaged ING Investment Management Co. ("ING IM''), a Connecticut corporation, to serve as the Sub-Adviser to each Portfolio, with the

33

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 1 — ORGANIZATION (continued)

exception of Global Science and Technology. ING Funds Distributor, LLC ("IFD" or the "Distributor") is the principal underwriter of the Portfolios. ING Investments, ING IM and the Distributor are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is one of the largest financial services organizations in the world, and offers an array of banking, insurance and asset management services to both individuals and institutional investors.

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES`

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

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

Securities and assets for which market quotations are not readily available (which may include certain restricted securities, which are subject to limitations as to their sale) are valued at their fair values as determined in good faith by or under the supervision of the Portfolios' Board of Directors/Trustees ("Board"), in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that a Portfolio calculates its net asset value ("NAV") may also be valued at their fair values as determined in good faith by or under the supervision of a Portfolio's Board, in accordance with methods that are specifically authorized by the Board. The value of a foreign security traded on an exchange outside the United States is generally based on its price on the principal foreign exch ange where it trades as of the time a Portfolio determines its NAV or if the foreign exchange closes prior to the time the Portfolio determines its NAV, the most recent closing price of the foreign security on its principal exchange. Trading in certain non-U.S. securities may not take place on all days on which the New York Stock Exchange ("NYSE") is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of the Portfolio's NAV may not take place contemporaneously with the determination of the prices of securities held by a Portfolio in foreign securities markets. Further, the value of a Portfolio's assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Portfolio. In calculating a Portfolio's NAV, foreign securities denominated in foreign currency are converted to U.S. dollar equivalents. If an event occurs after the time at which the market for foreign securities hel d by a Portfolio closes but before the time that a Portfolio's NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time a Portfolio determines its NAV. In such a case, a Portfolio will use the fair value of such securities as determined under a Portfolio's valuation procedures. Events after the close of trading on a foreign market that could require the Portfolio to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a security's fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time a Portfolio calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent

34

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

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

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

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

35

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

contracts from the potential inability of counterparties to meet the terms of their forward contracts and from unanticipated movements in the value of foreign currencies relative to the U.S. dollar.

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

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

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

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

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

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

J.  Illiquid and Restricted Securities. The Portfolios may not invest more than 15% (10% for Money Market)

36

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

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

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

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

O.  Reverse Repurchase Agreements. A reverse repurchase agreement involves the sale of a

37

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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

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

NOTE 3 — INVESTMENT TRANSACTIONS

For the six months ended June 30, 2007, the cost of purchases and the proceeds from the sales of securities, excluding short-term securities, were as follows:

	Purchases		Sales
Balanced	$	638,559,045	$	794,091,162
Growth and Income		2,261,025,642		2,465,896,954
Growth		238,652,781		238,463,701
Small Company		266,234,432		249,198,905
Value Opportunity		105,739,389		125,260,977
Intermediate Bond		972,296,802		855,918,016
Global Science and Technology		33,804,457		41,800,302
International Equity		29,991,163		30,402,005

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

	Purchases		Sales
Balanced	$	608,876,873	$	546,107,994
Intermediate Bond		5,020,843,514		4,893,455,227

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES

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

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

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

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

Effective November 1, 2006, certain ING Portfolios sub-advised by ING IM are permitted to invest end-of-day cash balances into ING Institutional Prime Money Market Fund. Investment management fees paid by the Portfolios will be reduced by an amount equal to management fees paid indirectly to the ING Institutional Prime Money Market Fund with respect to assets invested by the Portfolios. As of June 30, 2007, Balanced, Growth and Income, Growth, Small Company, Value Opportunity, Intermediate Bond and International Equity waived $18,856, $29,562, $422, $6,810, $401, $50,122 and $187, respectively. These fees are not subject to recoupment.

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

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

38

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 5 — DISTRIBUTION AND SERVICE FEES

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

Class S shares of the Portfolios have adopted Distribution Plans pursuant to Rule 12b-1 under the 1940 Act (the "12b-1 Plans"), whereby the Distributor is compensated by the Portfolios for expenses incurred in the distribution of each Portfolio's shares ("Distribution Fees"). Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month to compensate for expenses incurred in the distribution and promotion of each Portfolio's shares, including expenses incurred in printing prospectuses and reports used for sales purposes, expenses incurred in preparing and printing sales literature and other such distribution related expenses, including any distribution or shareholder servicing fees ("Service Fees") paid to securities dealers who have executed a distribution agreement with the Distributor. Under the 12b-1 Plans, Class S shares of the Portfolios pay the Distributor a fee calculated at an annual rate of 0.25% of average daily net assets.

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES

At June 30, 2007, the Portfolios had the following amounts recorded in payable to affiliates on the accompanying Statements of Assets and Liabilities (see Notes 4 and 5):

	Accrued Investment Management Fees		Accrued Administrative Fees		Accrued Sharholder Service and Distribution Fees		Total
Balanced	$	470,184	$	52,012	$	2,162	$	524,358
Growth and Income		1,259,390		138,925		1,109		1,399,424
Growth		101,741		9,338		6,051		117,130
Small Company		365,042		26,882		505		392,429
Value Opportunity		98,496		9,041		5,843		113,380
Intermediate Bond		926,244		128,874		173,416		1,228,534
Money Market		313,936		69,064		—		383,000
Global Science and Technology		63,849		3,696		120		67,665
International Equity		58,899		3,811		259		62,969

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

At June 30, 2007, the following indirect, wholly owned subsidiaries of ING Groep owned more than 5% of the following Portfolios:

ING Life Insurance and Annuity Company — Balanced (92.01%); Growth and Income (95.76%); Growth (67.05%); Small Company (66.36%); Value Opportunity (82.78%); Intermediate Bond (37.76%); Money Market (98.14%); Global Science and Technology (97.07%); International Equity (98.33%).

ING USA Annuity and Life Insurance Company — Value Opportunity (13.71%); Intermediate Bond (29.61%).

ING LifeStyle Aggressive Growth Portfolio — Small Company (9.09%).

ING LifeStyle Growth Portfolio — Small Company (15.85%); Intermediate Bond (17.33%).

ING LifeStyle Moderate Growth Portfolio — Intermediate Bond (9.19%).

ING LifeStyle Moderate Portfolio — Intermediate Bond (4.71%).

ING National Trust — Growth (20.98%).

NOTE 7 — EXPENSE LIMITATIONS

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

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

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

39

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 7 — EXPENSE LIMITATIONS (continued)

As of June 30, 2007, the Portfolios have no reimbursed fees that are subject to possible recoupment by the Investment Adviser.

The Expense Limitation Agreements are contractual and shall renew automatically for one-year terms unless ING Investments provides written notice of the termination of an Expense Limitation Agreement within 90 days of the end of the then current term.

NOTE 8 — BORROWINGS

The Portfolios, in addition to certain other funds managed by the Investment Adviser, have entered into an unsecured committed revolving line of credit agreement (the "Credit Agreement ") with a syndicate of banks led by Citibank, N.A. for an aggregate amount of $100,000,000. The proceeds may be used only to: (1) temporarily finance the purchase and sale of securities; (2) finance the redemption of shares of an investor in the portfolios; and (3) enable the portfolios to meet other emergency expenses as defined in the Credit Agreement. The portfolios to which the line of credit is available pay a commitment fee equal to 0.09% per annum on the daily unused portion of the committed line amount. Each of the Portfolios will pay its pro rata share of both the agent and commitment fee. Generally, borrowings under the Credit Agreement accrue interest at the federal funds rate plus a specified margin. Repayments generally must be made within 30 days after the date of a revolving credit advance. The following Portfolios utilized the line of credit during the six months ended June 30, 2007:

	Days Utilized		Approximate Average Daily Balance		Approximate Weighted Average Interest Rate
Growth and Income		1	$	19,860,000		5.74	%
Growth		5		702,000		5.74
Small Company		1		3,840,000		5.67
Intermediate Bond		1		4,230,000		5.74
Global Science and Technology		4		890,000		5.74
International Equity		1		1,000,000		5.75

During the six months ended June 30, 2007, Balanced did not enter into any reverse repurchase agreements.

NOTE 9 — OPTIONS WRITTEN

Transactions in written options for Growth & Income for the six months ended June 30, 2007 were as follows:

	Number of Contracts			Premium
Balance at 12/31/06		150,000		$	178,500
Options Written		614,000			1,693,987
Options Terminated in Closing Purchase Transactions		(190,000	)		(555,107	)
Options Expirations		(150,000	)		(178,500	)
Balance at 06/30/07		424,000		$	1,138,880

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Class ADV				Class I						Class S
	Six Months Ended June 30, 2007		December 29, 2006(1) to December 31, 2006		Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
Balanced (Number of Shares)
Shares sold		2		68		141,531			4,878,404			44,498			102,380
Shares issued in merger		—		—		—			974,709			—			599,724
Dividends reinvested		—		—		5,397,784			2,095,112			48,696			5,132
Shares redeemed		—		—		(7,918,227	)		(17,759,754	)		(92,785	)		(207,251	)
Net increase (decrease) in shares outstanding		2		68		(2,378,912	)		(9,811,529	)		409			499,985
Balanced ($)
Shares sold	$	28	$	1,000	$	2,063,664		$	67,433,818		$	643,657		$	1,409,005
Proceeds issued in merger		—		—		—			13,476,644			—			8,269,170
Dividends reinvested		—		—		74,921,236			28,870,646			672,985			70,509
Shares redeemed		—		—		(115,150,362	)		(248,353,965	)		(1,337,874	)		(2,858,884	)
Net increase (decrease)	$	28	$	1,000	$	(38,165,462	)	$	(138,572,857	)	$	(21,232	)	$	6,889,800

⁽¹⁾  Commencement of Operations

40

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class ADV					Class I						Class S
	Six Months Ended June 30, 2007			December 20, 2006(1) to December 31, 2006		Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
Growth and Income (Number of Shares)
Shares sold		1			43		127,308			1,044,630			38,392			112,415
Dividends reinvested		—			—		—			1,528,513			—			1,970
Shares redeemed		—			—		(12,099,251	)		(21,948,383	)		(16,460	)		(27,677	)
Net increase (decrease) in shares outstanding		1			43		(11,971,943	)		(19,375,240	)		21,932			86,708
Growth and Income ($)
Shares sold	$	10		$	1,000	$	3,041,424		$	24,293,092		$	933,916		$	2,450,803
Dividends reinvested		—			—		—			35,950,900			—			46,207
Shares redeemed		—			—		(291,490,405	)		(481,867,035	)		(388,104	)		(602,247	)
Net increase (decrease)	$	10		$	1,000	$	(288,448,981	)	$	(421,623,043	)	$	545,812		$	1,894,763
	Class ADV					Class I						Class S
	Six Months Ended June 30, 2007			December 29, 2006(1) to December 31, 2006		Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
Growth (Number of Shares)
Shares sold		34,935			94		543,469			4,813,793			83,775			5,711
Shares issued in merger		260,859			—		294,101			—			2,834,516			—
Dividends reinvested		493			—		29,544			10,584			3,866			—
Shares redeemed		(28,115	)		—		(2,788,179	)		(4,206,698	)		(920,494	)		(7,478	)
Net increase (decrease) in shares outstanding		268,172			94		(1,921,065	)		617,679			2,001,663			(1,767	)
Growth ($)
Shares sold	$	379,204		$	1,000	$	5,942,624		$	51,157,509		$	915,256		$	59,075
Proceeds issued in merger		2,856,192			—		3,220,605			—			30,774,830			—
Dividends reinvested		5,295			—		317,595			113,349			41,178			—
Shares redeemed		(313,034	)		—		(30,546,037	)		(43,763,130	)		(9,962,042	)		(77,824	)
Net increase (decrease)	$	2,927,657		$	1,000	$	(21,065,213	)	$	7,507,728		$	21,769,222		$	(18,749	)

	Class I						Class S
	Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
Small Company (Number of Shares)
Shares sold		3,656,271			6,746,441			18,672			822,424
Dividends reinvested		4,011,153			2,874,293			17,941			587,427
Shares redeemed		(2,531,499	)		(4,186,153	)		(14,971	)		(4,494,836	)
Net increase (decrease) in shares outstanding		5,135,925			5,434,581			21,642			(3,084,985	)
Small Company ($)
Shares sold	$	74,466,906		$	143,089,598		$	396,556		$	18,611,859
Dividends reinvested		77,335,035			60,192,208			343,383			12,277,239
Shares redeemed		(53,585,089	)		(90,027,948	)		(309,292	)		(96,289,442	)
Net increase (decrease)	$	98,216,852		$	113,253,858		$	430,647		$	(65,400,344	)

⁽¹⁾  Commencement of Operations

41

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class ADV				Class I						Class S
	Six Months Ended June 30, 2007		December 29, 2006(1) to December 31, 2006		Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
Value Opportunity (Number of Shares)
Shares sold		1		64		48,700			163,605			14,325			10,706
Dividends reinvested		—		—		171,661			176,547			24,430			29,063
Shares redeemed		—		—		(1,099,776	)		(2,338,568	)		(170,595	)		(421,907	)
Net increase (decrease) in shares outstanding		1		64		(879,415	)		(1,998,416	)		(131,840	)		(382,138	)
Value Opportunity ($)
Shares sold	$	10	$	1,000	$	780,109		$	2,340,296		$	232,358		$	152,377
Dividends reinvested		—		—		2,729,402			2,514,028			385,996			411,247
Shares redeemed		—		—		(17,872,459	)		(34,295,707	)		(2,760,439	)		(6,091,700	)
Net increase (decrease)	$	10	$	1,000	$	(14,362,948	)	$	(29,441,383	)	$	(2,142,085	)	$	(5,528,076	)
	Class ADV				Class I						Class S
	Six Months Ended June 30, 2007		December 20, 2006(1) to December 31, 2006		Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
Intermediate Bond (Number of Shares)
Shares sold		1		75		25,353,716			68,647,762			19,909,494			31,962,510
Shares issued in merger		—		—		—			222,036			—			—
Dividends reinvested		—		—		—			5,842,808			—			1,815,268
Shares redeemed		—		—		(18,977,738	)		(15,931,235	)		(2,783,748	)		(33,432,290	)
Net increase in shares outstanding		1		75		6,375,978			58,781,371			17,125,746			345,488
Intermediate Bond ($)
Shares sold	$	10	$	1,000	$	332,396,693		$	896,296,588		$	259,760,646		$	416,941,141
Proceeds issued in merger		—		—		—			2,862,609			—			—
Dividends reinvested		—		—		—			75,836,918			—			23,433,812
Shares redeemed		—		—		(249,698,344	)		(209,279,344	)		(36,257,848	)		(429,117,715	)
Net increase	$	10	$	1,000	$	82,698,349		$	765,716,771		$	223,502,798		$	11,257,238

	Class I
	Six Months Ended June 30, 2007			Year Ended December 31, 2006
Money Market (Number of Shares)
Shares sold		18,956,584			32,751,915
Dividends reinvested		4,428,411			2,488,618
Shares redeemed		(6,546,307	)		(15,506,729	)
Net increase in shares outstanding		16,838,688			19,733,804
Money Market ($)
Shares sold	$	248,605,603		$	428,969,203
Dividends reinvested		57,130,928			31,895,864
Shares redeemed		(85,774,958	)		(203,348,846	)
Net increase	$	219,961,573		$	257,516,221

	Class I						Class S
	Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
Global Science and Technology (Number of Shares)
Shares sold		393,709			2,971,865			4,814			127,341
Shares redeemed		(2,252,656	)		(4,955,941	)		(8,878	)		(25,008	)
Net increase (decrease) in shares outstanding		(1,858,947	)		(1,984,076	)		(4,064	)		102,333
Global Science and Technology ($)
Shares sold	$	1,863,071		$	13,210,390		$	22,931		$	570,468
Shares redeemed		(10,767,812	)		(21,885,263	)		(41,580	)		(107,972	)
Net increase (decrease)	$	(8,904,741	)	$	(8,674,873	)	$	(18,649	)	$	462,496

⁽¹⁾  Commencement of Operations

42

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 10 — CAPITAL SHARES (continued)

	Class ADV				Class I						Class S
	Six Months Ended June 30, 2007		December 29, 2006(1) to December 31, 2006		Six Months Ended June 30, 2007			Year Ended December 31, 2006			Six Months Ended June 30, 2007			Year Ended December 31, 2006
International Equity (Number of Shares)
Shares sold		2		82		541,153			1,515,345			50,226			54,667
Dividends reinvested		—		—		130,498			100,359			1,469			652
Shares redeemed		—		—		(700,895	)		(1,305,211	)		(16,623	)		(18,699	)
Net increase (decrease) in shares outstanding		2		82		(29,244	)		310,493			35,072			36,620
International Equity ($)
Shares sold	$	20	$	1,000	$	6,754,672		$	16,604,593		$	625,290		$	776,636
Dividends reinvested		—		—		1,612,956			1,095,926			18,053			7,085
Shares redeemed		—		—		(8,815,547	)		(14,409,328	)		(203,657	)		(199,489	)
Net increase (decrease)	$	20	$	1,000	$	(447,909	)	$	3,291,191		$	439,686		$	584,232

⁽¹⁾  Commencement of Operations

NOTE 11 — ILLIQUID SECURITIES

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

Portfolio	Security	Principal Amount		Initial Acquision Date	Cost		Value		Percent of Net Assets
Balanced	Alpine lll, 5.910%, due 08/16/14	$	218,000	8/16/04	$	218,085	$	218,637		0.0	%
	Alpine lll, 6.310%, due 08/16/14		218,000	8/16/04		218,085		218,720		0.0	%
	Alpine lll, 5.110%, due 08/16/14		328,000	8/16/04		331,056		330,137		0.0	%
	Alpine lll, 11.360%, due 08/16/14		560,000	8/16/04		560,945		573,782		0.1	%
	FNMA, 5.460%, due 04/25/35		4,203	4/30/06		4,247		4,253		0.0	%
					$	1,332,418	$	1,345,529		0.1	%
Small Company	Dayton Superior Corp.	$	236,700	12/29/06	$	2,780,534	$	3,195,450		0.5	%
					$	2,780,534	$	3,195,450		0.5	%
Intermediate Bond	Alpine lll, 5.910%, due 08/16/14	$	1,006,000	8/16/04	$	1,006,374	$	1,008,939		0.0	%
	Alpine lll, 6.310%, due 08/16/14		1,006,000	8/16/04		1,006,374		1,009,322		0.0	%
	Alpine lll, 8.110%, due 08/16/14		1,507,000	8/16/04		1,523,111		1,516,818		0.1	%
	Alpine lll, 11.360%, due 08/16/14		2,576,000	8/16/04		2,607,048		2,639,395		0.1	%
	FNMA, 5.46% due 04/25/35		841	4/30/06		851		851		0.0	%
					$	6,143,758	$	6,175,325		0.2	%
Money Market	Goldman Sachs Group Inc, 5.350%, due 04/11/08	$	22,000,000	4/12/07	$	22,000,000	$	22,000,000		1.4	%
					$	22,000,000	$	22,000,000		1.4	%

NOTE 12 — SECURITIES LENDING

Under an agreement with The Bank of New York Mellon Corporation ("BNY"), the Portfolios can lend their securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. Government securities. The collateral must be in an amount equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities loaned. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the "Agreement"). The securities purchased with cash collateral received are reflected in the Portfolio of Investments. Generally, in the event of counterparty default, the Portfolios have the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrower's failure to return a loaned security, however there would be a potential loss to the Portfolios in the event the Portfolios are delayed or prevented from exercising their right to dispose of the collateral. The Portfolios bear the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a

43

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 12 — SECURITIES LENDING (continued)

Portfolio. At June 30, 2007, the Portfolios had securities on loan with the following market values:

	Value of Securities Loaned		Value of Collateral
Balanced	$	125,335,137	$	128,255,000
Growth and Income		359,972,838		371,430,000
Growth		26,041,888		26,886,000
Small Company		128,080,747		131,970,000
Value Opportunity		25,336,619		26,136,000
Intermediate Bond		420,280,624		426,736,000
Money Market		393,162		402,000
Global Science and Technology		19,480,688		20,063,000
International Equity		5,994,316		6,233,000

NOTE 13 — CONCENTRATION OF INVESTMENT RISKS

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

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

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

NOTE 14 — FEDERAL INCOME TAXES AND OTHER TAX MATTERS

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

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

The tax composition of dividends and distributions to shareholders was as follows:

	Six Months Ended June 30, 2007				Year Ended December 31, 2006
	Ordinary Income		Long-Term Capital Gains		Ordinary Income		Long-Term Capital Gains
Balanced	$	42,494,750	$	33,099,538	$	28,941,155	$	—
Growth and Income		—		—		36,025,178		—
Growth		364,068		—		113,349		—
Small Company		10,266,371		67,412,047		6,394,186		66,075,261
Value Opportunity		3,115,416		—		2,925,275		—
Intermediate Bond		—		—		99,297,017		—
Money Market		57,130,928		—		31,895,864		—
International Equity		1,631,030		—		1,103,011		—

44

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

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

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

	Undistributed Ordinary Income		Undistributed Long Term Capital Gains		Unrealized Appreciation/ Depreciation			Post-October Capital Losses Deferred			Post-October Currency Losses Deferred			Capital Loss Carryforwards			Expiration Dates
Balanced	$	42,481,592	$	33,095,937	$	62,843,492		$	—		$	—		$	(1,148,170	)		2008
															(574,085	)		2009
														$	(1,722,255	)
Growth and Income		161,526		—		434,102,939			—			—			(2,062,659,206	)		2010
															(63,082,574	)		2011
														$	(2,125,741,780	)
Growth		362,892		—		13,625,486			—			—			(112,000,851	)		2009
															(63,207,672	)		2010
														$	(175,208,523	)
Small Company		10,259,128		67,410,628		61,870,735			—			—			—			—
Value Opportunity		3,112,822		—		28,930,128			—			—			(5,455,768	)		2010
Intermediate Bond		—		—		(6,180,870	)		(1,765,163	)		(23,346	)		(47,445	)		2008
															(14,250	)		2009
															(41,990	)		2013
															(20,305,969	)		2014
														$	(20,409,654	)
Money Market		57,121,313		—		(119	)		—			—			(659,806	)		2008
															(3,715,968	)		2009
															(169	)		2011
															(244,520	)		2012
														$	(4,620,463	)
Global Science and Technology		—		—		9,656,972			—			—			(21,943,692	)		2009
															(15,534,432	)		2010
															(4,912,495	)		2011
														$	(42,390,619	)
International Equity		1,627,816		—		13,658,216			—			—			(1,513,230	)		2009
															(9,221,611	)		2010
														$	(10,734,841	)

Under U.S. federal income tax law, as specified in the Internal Revenue Code (the "Code") and U.S. Treasury regulations, the Portfolios must meet various technical requirements relating to fund administration, portfolio investments, and "eligible investors" in the Portfolios. Complying with these requirements is a condition for beneficial tax treatment of certain insurance products that offer the Portfolios as investment options. The failure of the Portfolios to meet any of these complex requirements could result in an excise tax, administrative penalties imposed by the Internal Revenue Service, potential liability to insurers whose products include the Portfolios as investment options, and unanticipated costs associated with remedying a failure. It was disclosed in the Portfolio's Annual Report for the year ended December 31, 2006, that an affiliate of a Portfolio's investment adviser may have failed to limit the availability of Intermediat e Bond for investment to "eligible investors" under the Code. Subsequent to the issuance of the Portfolio's Annual Report, Management determined that it was more likely than not that there had been no adverse tax or other financial consequences to the Portfolio.

NOTE 15 — REORGANIZATIONS

On January 3, 2007, VP Growth, as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of ING Goldman Sachs Capital Growth Portfolio, also listed below ("Acquired Portfolio"), in a tax-free reorganization in exchange for shares of the Acquiring Portfolio, pursuant to a plan or reorganization approved

45

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 15 — REORGANIZATIONS (continued)

by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are presented in Note 10 — Capital Share Transactions. Net assets and unrealized appreciation as of the reorganization date were as follows:

Acquiring Portfolio	Acquired Portfolio	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Capital Loss Carryforward (000's)		Acquired Portfolio Unrealized Appreciation (000's)		Conversion Ratio
VP Growth	ING Goldman Sachs
	Capital Growth
	Portfolio
Class ADV	Class ADV	$	2,856	$	1	$	740	$	1,689		1.14
Class I	Class I		3,221		189,159		834		254		1.15
Class S	Class S		30,775		281		7,973		3,322		1.15
		$	36,852	$	189,441	$	9,547	$	5,265

The net assets of VP Growth after the acquisition were approximately $226,292,711.

On April 29, 2006, Balanced and Intermediate Bond as listed below (each "Acquiring Portfolio" and collectively, "Acquiring Portfolios"), acquired the assets and certain liabilities of the ING VP Convertible Portfolio, The Asset Allocation Portfolio and The Bond Portfolio, also listed below (each "Acquired Portfolio"and collectively, "Acquired Portfolios"), in a tax-free reorganization in exchange for shares of the Acquiring Portfolios, pursuant to a plan or reorganization approved by the Acquired Portfolios' shareholders. The number and value of shares issued by the Acquiring Portfolios are presented in Note 10 — Capital Share Transactions. Net assets and unrealized appreciation/depreciation as of the reorganization date were as follows:

Acquiring Portfolio	Acquired Portfolio	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Capital Loss Carryforward (000's)		Acquired Portfolio Unrealized Appreciation (000's)			Conversion Ratio
Balanced	ING VP
	Convertible Portfolio	$	8,269	$	1,224,744	$	—	$	231			0.81
Balanced	The Asset
	Allocation Portfolio		13,477		1,224,744		3,540		632			0.72
Intermediate Bond	The Bond Portfolio		2,863		1,890,564		104		(60	)		0.74

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

NOTE 16 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained upon challenge by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 is effective for fiscal years beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. However, acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the U.S. Securities and Exchange Commission (the "SEC") has indicated that they would not objec t if a fund implements FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial statement reporting period for its fiscal year beginning after December 15, 2006. For calendar year-end funds, this would be no later than their June 29, 2007 NAV and the effects of FIN 48 would be reflected in the funds' semi-annual financial statements contained in their Form N-CSR filing. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management of the Portfolios has analyzed the tax positions of the Portfolios. To date, this analysis reflects no uncertain tax positions that have not met the more likely-than-not standard.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("SFAS No. 157"), "Fair Value Measurements." The new accounting

46

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of June 30, 2007, management of the Portfolios is currently assessing the impact, if any, that will result from adopting SFAS No. 157.

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

In 2004, ING Investments reported to the Boards of Directors/Trustees (the "Boards") of the ING Funds that, like many U.S. financial services companies, ING Investments and certain of its U.S. affiliates have received informal and formal requests for information since September 2003 from various governmental and self-regulatory agencies in connection with investigations related to mutual funds and variable insurance products. ING Investments has advised the Boards that it and its affiliates have cooperated fully with each request.

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

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

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

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

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

•  Aeltus Investment Management, Inc. (a predecessor entity to ING IM Co.) identified two investment professionals who engaged in extensive frequent trading in certain ING Funds.

47

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

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

One was subsequently terminated for cause and incurred substantial financial penalties in connection with this conduct and the second has been disciplined.

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

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

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

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

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

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

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

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

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

Other Regulatory Matters

The New York Attorney General (the "NYAG") and other federal and state regulators are also conducting broad inquiries and investigations involving the insurance industry. These initiatives currently focus on, among other things, compensation and other sales incentives; potential conflicts of interest; potential anti-competitive activity; reinsurance; marketing practices (including suitability); specific product types (including group annuities and indexed annuities); fund selection for investment products and brokerage sales; and disclosure. It is likely that the scope of these industry investigations will further broaden before

48

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

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

they conclude. ING has received formal and informal requests in connection with such investigations, and is cooperating fully with each request. In connection with one such investigation, affiliates of ING Investments were named in a petition for relief and cease and desist order filed by the New Hampshire Bureau of Securities Regulation (the "NH Bureau") concerning their administration of the New Hampshire state employees deferred compensation plan.

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

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

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

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

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

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

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

NOTE 18 — LITIGATION

On December 12, 2003, ING IM received a copy of a complaint (the "Complaint") filed in the United States Bankruptcy Court for the Southern District of New York styled Enron Corp. v. Mass Mutual Life Insurance Co., et al. Among other defendants named in the Complaint are defendants Balanced, and Intermediate Bond (the "Subject Portfolios"). The Complaint alleges that Enron Corp. ("Enron") transferred to the defendants, including the Subject Portfolios, over $1 billion in the aggregate for the purpose of prepaying certain commercial paper issued by Enron (the "Notes") and held by the defendants prior to the filing by Enron for bankruptcy protection under Chapter 11 of Title 11 of the Bankruptcy Code (the "Bankruptcy Code"). The Complaint seeks to recover from the defendants, including the Subject Portfolios, these transfers under the alternative but interrelated bankruptcy theories of preferential transfer and fraudulent conveyance. Although t he Complaint does not specify the amount of each transfer in dispute, it appears that the sale by ING VP Balanced Portfolio, Inc. of $23,181,757 of the Notes on or about October 29, 2001 and the sale by ING VP Bond Portfolio, Inc. of $24,963,125 of the Notes on or about October 29, 2001 are in dispute. The Complaint seeks to require the Subject Portfolios to repay to Enron the full amounts of these transfers, in which event the Subject Portfolios would be granted unsecured claims against the Enron bankruptcy estate in the amounts of the repayments. If Enron proves up the elements of preferential transfer and/or fraudulent conveyance, these are strict liability theories of recovery.

The Subject Portfolios are part of a defense group of similarly-situated defendants. Along with those and other defendants, the Subject Portfolios moved to dismiss all counts of the Complaint, contending, among other things, that section 546(e) of the Bankruptcy Code provides a complete defense.

The Bankruptcy Court denied the motion on July 1, 2005. Accordingly, the Subject Portfolios filed an answer to the Complaint on July 29, 2005. The Subject Portfolios have moved for leave to pursue an

49

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

NOTE 18 — LITIGATION (continued)

immediate appeal (the "Appeal") of the Bankruptcy Court's decision to the District Court.

On April 4, 2006, the Securities and Exchange Commission filed a memorandum in support of the Subject Portfolio's motion for leave with the district court. In addition, the U.S. Attorney's office, on behalf of the United States of America and the Department of Treasury as well as the Governor of the Federal Reserve Board has each filed statements of interest in support of the Appeal.

The Bankruptcy Court has refused to stay discovery while the motion for leave to appeal is pending, so deposition and document discovery is continuing.

Since last update provided to the Board, Enron has settled with Lehman Brothers and their downstream investors for approximately 29.3% of their claim. The total cash that will be paid to Enron by this block of defendants is approximately $138 million and comprises approximately 42% of the total claims made in the litigation. Additionally, last year JPMorganChase settled with Enron on a global basis, including this lawsuit, for approximately $1 billion. Other smaller defendants have settled with Enron for varying amounts.

The Subject Portfolios motion for leave to appeal the denial of defendants' motion to dismiss that has been pending for over 18 months. A decision could come at any time. If the court grants our motion for leave, the settlement position improves The court is being informed of the settlements as they are reached and it is possible the courts is delaying a ruling on the motion for leave to appeal simply to keep the pressure on the parties to settle. The motion is quite strong and has been supported by amicus briefs as noted above. The message being sent to the court should be that the issue of settlement payments being a complete defense to a preference action is of extreme importance to the financial markets.

50

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED)

Shares				Value
COMMON STOCK: 61.8%
			Advertising: 0.7%
	1,800		Catalina Marketing Corp.	$	56,700
	1,800	@,L	inVentiv Health, Inc.		65,898
	137,200	L	Omnicom Group		7,260,624
					7,383,222
			Aerospace/Defense: 3.1%
	1,700	@,L	Armor Holdings, Inc.		147,679
	17,450		Boeing Co.		1,677,992
	2,300		Curtiss-Wright Corp.		107,203
	2,500		DRS Technologies, Inc.		143,175
	15,300		General Dynamics Corp.		1,196,766
	108,400		Lockheed Martin Corp.		10,203,692
	183,140		Raytheon Co.		9,869,415
	171,110		United Technologies Corp.		12,136,832
					35,482,754
			Agriculture: 1.0%
	19,300	@	Alliance One International, Inc.		193,965
	98,605		Altria Group, Inc.		6,916,155
	2,600		Universal Corp.		158,392
	65,900	L	UST, Inc.		3,539,489
					10,808,001
			Airlines: 0.0%
	3,900	@	Airtran Holdings, Inc.		42,588
	3,400	@,L	Alaska Air Group, Inc.		94,724
	12,395		Skywest, Inc.		295,373
					432,685

Shares				Value
			Apparel: 0.8%
	111,700	@	Coach, Inc.	$	5,293,463
	2,500	@,L	CROCS, Inc.		107,575
	1,200	@,L	Deckers Outdoor Corp.		121,080
	6,500	@	Gymboree Corp.		256,165
	9,800	@,L	Hanesbrands, Inc.		264,894
	4,400	@,L	Iconix Brand Group, Inc.		97,768
	7,100	L	Kellwood Co.		199,652
	3,200		K-Swiss, Inc.		90,656
	600		Oxford Industries, Inc.		26,604
	4,400		Phillips-Van Heusen		266,508
	24,400		Polo Ralph Lauren Corp.		2,393,884
	1,300	@	Skechers USA, Inc.		37,960
	2,000		Stride Rite Corp.		40,520
	1,600	@	Timberland Co.		40,304
	7,900		Wolverine World Wide, Inc.		218,909
					9,455,942
			Auto Manufacturers: 0.4%
	198,800	L	Ford Motor Co.		1,872,696
	3,100		Oshkosh Truck Corp.		195,052
	28,000		Paccar, Inc.		2,437,120
					4,504,868
			Auto Parts & Equipment: 0.0%
	9,500	L	ArvinMeritor, Inc.		210,900
	3,600	@	Lear Corp.		128,196
	3,300	L	Standard Motor Products, Inc.		49,599
					388,695
			Banks: 3.8%
	20,400	L	Associated Banc-Corp.		667,080
	318,335		Bank of America Corp.		15,563,385
	2,100		Bank of Hawaii Corp.		108,444
	35,100	@	Bank of New York Co., Inc.		1,454,544
	800	L	Cathay General Bancorp.		26,832
	1,000		Central Pacific Financial Corp.		33,010
	26,400	L	Colonial BancGroup, Inc.		659,208
	37,000		Comerica, Inc.		2,200,390
	800		Community Bank System, Inc.		16,016
	6,600		Compass Bancshares, Inc.		455,268
	5,300	L	Corus Bankshares, Inc.		91,478
	6,892	L	East-West Bancorp., Inc.		267,961
	11,700	@@,L	First Bancorp.		128,583
	4,100	L	First Financial Bancorp.		61,459
	800		First Indiana Corp.		17,696
	3,900		First Midwest Bancorp., Inc.		138,489
	1,800		First Republic Bank		96,588
	12,200		FirstMerit Corp.		255,346
	4,500	L	Fremont General Corp.		48,420
	4,500		Frontier Financial Corp.		101,385
	2,400		Greater Bay Bancorp.		66,816
	7,900		Hanmi Financial Corp.		134,774
	96,600		Huntington Bancshares, Inc.		2,196,684
	5,000		Independent Bank Corp.		86,050
	2,200		Irwin Financial Corp.		32,934
	1,200		Nara Bancorp., Inc.		19,116
	5,600	L	Provident Bankshares Corp.		183,568
	115,200		Regions Financial Corp.		3,813,120
	2,900		Susquehanna Bancshares, Inc.		64,873
	7,500		UCBH Holdings, Inc.		137,025

See Accompanying Notes to Financial Statements
51

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Banks (continued)
	7,200	L	United Bankshares, Inc.	$	228,960
	83,450		Wachovia Corp.		4,276,813
	7,000		Webster Financial Corp.		298,690
	238,800	L	Wells Fargo & Co.		8,398,596
	8,000		Whitney Holding Corp.		240,800
	2,500		Wilshire Bancorp., Inc.		30,450
					42,600,851
			Beverages: 0.1%
	1,700	@	Hansen Natural Corp.		73,066
	39,500		Pepsi Bottling Group, Inc.		1,330,360
	11,400		PepsiAmericas, Inc.		279,984
					1,683,410
			Biotechnology: 0.1%
	2,400	@	Arqule, Inc.		16,920
	7,400	@	Biogen Idec, Inc.		395,900
	1,340	@	Digene Corp.		80,467
	1,100	@,L	Enzo Biochem, Inc.		16,445
	1,100	@,L	Integra LifeSciences Holdings Corp.		54,362
	2,500	@,L	Invitrogen Corp.		184,375
	34,300	@,L	Millennium Pharmaceuticals, Inc.		362,551
	3,300	@,L	PDL BioPharma, Inc.		76,890
	4,300	@,L	Regeneron Pharmaceuticals, Inc.		77,056
	1,400	@	Savient Pharmaceuticals, Inc.		17,388
	3,500	@	Vertex Pharmaceuticals, Inc.		99,960
					1,382,314
			Building Materials: 0.4%
	600	@	Drew Industries, Inc.		19,884
	2,300		Florida Rock Industries, Inc.		155,250
	1,500		Gibraltar Industries, Inc.		33,225
	7,500		Lennox International, Inc.		256,725
	300		Martin Marietta Materials, Inc.		48,606
	121,200		Masco Corp.		3,450,564
	3,700	L	Universal Forest Products, Inc.		156,362
					4,120,616
			Chemicals: 0.7%
	3,700		Albemarle Corp.		142,561
	500		Arch Chemicals, Inc.		17,570
	22,800		Ashland, Inc.		1,458,060
	8,600	L	Cabot Corp.		410,048
	7,100		Chemtura Corp.		78,881
	1,800		Ferro Corp.		44,874
	4,500		HB Fuller Co.		134,505
	9,400		Lubrizol Corp.		606,770
	15,187	L	Lyondell Chemical Co.		563,741
	25,300		Monsanto Co.		1,708,762
	17,100	L	Olin Corp.		359,100
	1,100	@	OM Group, Inc.		58,212
	900		Penford Corp.		24,561
	23,400	@,L	PolyOne Corp.		168,246
	7,500		PPG Industries, Inc.		570,825
	800		Quaker Chemical Corp.		18,880
	2,100		Sensient Technologies Corp.		53,319
	34,900		Sigma-Aldrich Corp.		1,489,183
	5,000		Tronox, Inc.		70,250
	3,000		Valspar Corp.		85,230
					8,063,578

Shares				Value
			Coal: 0.0%
	4,900		Massey Energy Co.	$	130,585
					130,585
			Commercial Services: 0.9%
	11,600		ABM Industries, Inc.		299,396
	2,100		Administaff, Inc.		70,329
	3,000	@	Alliance Data Systems Corp.		231,840
	3,600	L	Arbitron, Inc.		185,508
	4,200		Bowne & Co., Inc.		81,942
	1,400	@	Bright Horizons Family Solutions, Inc.		54,474
	4,400	@,L	Career Education Corp.		148,588
	900		Chemed Corp.		59,661
	4,000	@,W	ChoicePoint, Inc.		169,800
	2,600	@,L	Coinstar, Inc.		81,848
	300	@	Consolidated Graphics, Inc.		20,784
	63,700	@	Convergys Corp.		1,544,088
	2,300	L	Corporate Executive Board Co.		149,293
	1,000		CPI Corp.		69,500
	7,500	L	DeVry, Inc.		255,150
	2,200	@,L	Heidrick & Struggles International, Inc.		112,728
	2,100	@	ITT Educational Services, Inc.		246,498
	3,900		Kelly Services, Inc.		107,094
	500	@	Kendle International, Inc.		18,385
	11,200	@	Korn/Ferry International		294,112
	8,200	@,L	Labor Ready, Inc.		189,502
	2,400	@	Laureate Education, Inc.		147,984
	1,600	@	Live Nation, Inc.		35,808
	7,400		Manpower, Inc.		682,576
	1,700	L	MAXIMUS, Inc.		73,746
	55,000		McKesson Corp.		3,280,200
	1,500	@,L	Midas, Inc.		34,005
	23,800	@	MPS Group, Inc.		318,206
	2,300	@,L	Pre-Paid Legal Services, Inc.		147,913
	4,300	@,L	Quanta Services, Inc.		131,881
	2,200		Rollins, Inc.		50,094
	5,000	L	Sotheby's		230,100
	8,700	@	Spherion Corp.		81,693
	600	L	Strayer Education, Inc.		79,026
	700	@	Universal Technical Institute, Inc.		17,773
	510	@	Vertrue, Inc.		24,878
	5,300	W	Viad Corp.		223,501
	3,550	@	Volt Information Sciences, Inc.		65,462
	3,500		Watson Wyatt Worldwide, Inc.		176,680
					10,192,046
			Computers: 5.0%
	5,100	@	Affiliated Computer Services, Inc.		289,272
	3,700	L	Agilysys, Inc.		83,250
	37,900	@	Apple, Inc.		4,625,316
	5,700	@	BISYS Group, Inc.		67,431
	4,590	@,L	CACI International, Inc.		224,222
	9,500	@	Cadence Design Systems, Inc.		208,620
	6,700	@	Ceridian Corp.		234,500
	9,700	@,L	Ciber, Inc.		79,346
	16,100	@	Computer Sciences Corp.		952,315

See Accompanying Notes to Financial Statements
52

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Computers (continued)
	265,800	@	Dell, Inc.	$	7,588,590
	1,500	@,L	DST Systems, Inc.		118,815
	77,400		Electronic Data Systems Corp.		2,146,302
	348,100	@	EMC Corp.		6,300,610
	300		Factset Research Systems, Inc.		20,505
	260,300		Hewlett-Packard Co.		11,614,586
	5,900		Imation Corp.		217,474
	147,950		International Business Machines Corp.		15,571,738
	1,900		Jack Henry & Associates, Inc.		48,925
	42,900	@	Lexmark International, Inc.		2,115,399
	2,000	@	Manhattan Associates, Inc.		55,820
	1,600	@,L	Mercury Computer Systems, Inc.		19,520
	3,337	@,L	Micros Systems, Inc.		181,533
	58,500	@,L	Network Appliance, Inc.		1,708,200
	1,600	@,L	Palm, Inc.		25,616
	1,000	@,L	Radisys Corp.		12,400
	26,000	@,L	Sandisk Corp.		1,272,440
	9,700	@,L	SRA International, Inc.		245,022
	3,500	@	SYKES Enterprises, Inc.		66,465
	16,800	@	Synopsys, Inc.		444,024
	14,400	@,L	Western Digital Corp.		278,640
					56,816,896
			Cosmetics/Personal Care: 1.2%
	9,000		Alberto-Culver Co.		213,480
	600	@,L	Chattem, Inc.		38,028
	16,200	L	Estee Lauder Cos., Inc.		737,262
	215,392		Procter & Gamble Co.		13,179,836
					14,168,606
			Distribution/Wholesale: 0.0%
	6,100	L	Building Materials Holding Corp.		86,559
	2,700		CDW Corp.		229,419
	2,400	@	Ingram Micro, Inc.		52,104
					368,082
			Diversified Financial Services: 4.4%
	3,500		AG Edwards, Inc.		295,925
	18,800		American Express Co.		1,150,184
	5,200	@,L	AmeriCredit Corp.		138,060
	285,465		Citigroup, Inc.		14,641,500
	3,500		Financial Federal Corp.		104,370
	45,450		Goldman Sachs Group, Inc.		9,851,288
	3,500	L	IndyMac Bancorp., Inc.		102,095
	2,300	@,L	Investment Technology Group, Inc.		99,659
	6,100		Jefferies Group, Inc.		164,578
	235,800		JP Morgan Chase & Co.		11,424,510
	2,600	@,L	LaBranche & Co., Inc.		19,188
	16,400		Lehman Brothers Holdings, Inc.		1,222,128
	37,410		Merrill Lynch & Co., Inc.		3,126,728
	77,200		Morgan Stanley		6,475,536
	1,200	@	Piper Jaffray Cos.		66,876
	12,500		Raymond James Financial, Inc.		386,250
	16,700		SLM Corp.		961,586
	1,450		SWS Group, Inc.		31,349

Shares				Value
	1,400	@	TradeStation Group, Inc.	$	16,310
	400	@	World Acceptance, Corp.		17,092
					50,295,212
			Electric: 2.1%
	2,200		Allete, Inc.		103,510
	17,700	@	Aquila, Inc.		72,393
	600	L	Central Vermont Public Service Corp.		22,608
	81,400		Edison International		4,568,168
	6,900	@	El Paso Electric Co.		169,464
	7,400		Energy East Corp.		193,066
	81,400		Entergy Corp.		8,738,290
	25,400		MDU Resources Group, Inc.		712,216
	17,000		Northeast Utilities		482,120
	6,800		NSTAR		220,660
	10,000		OGE Energy Corp.		366,500
	12,500		Pepco Holdings, Inc.		352,500
	64,500		Public Service Enterprise Group, Inc.		5,661,810
	5,500		Puget Energy, Inc.		132,990
	2,200	@	Sierra Pacific Resources		38,632
	21,700		TXU Corp.		1,460,410
	8,400		Westar Energy, Inc.		203,952
					23,499,289
			Electrical Components & Equipment: 0.1%
	2,100	@	Advanced Energy Industries, Inc.		47,586
	6,800	W	Ametek, Inc.		269,824
	2,100		Belden Cdt, Inc.		116,235
	600	@	Energizer Holdings, Inc.		59,760
	1,800	@	Greatbatch, Inc.		58,320
	2,100	@,L	Littelfuse, Inc.		70,917
	3,300	@	Magnetek, Inc.		16,995
	1,300		Vicor Corp.		17,199
					656,836
			Electronics: 0.4%
	8,400		Amphenol Corp.		299,460
	1,100		Analogic Corp.		80,861
	5,000	@,L	Avnet, Inc.		198,200
	500		Bel Fuse, Inc.		17,015
	3,600	@	Benchmark Electronics, Inc.		81,432
	3,400	@	Checkpoint Systems, Inc.		85,850
	8,190	@,L	Coherent, Inc.		249,877
	4,300		CTS Corp.		54,438
	3,500		Cubic Corp.		105,630
	1,700	@,L	Cymer, Inc.		68,340
	1,100	@	Dionex Corp.		78,089
	3,600	@	FEI Co.		116,856
	700	@,L	Flir Systems, Inc.		32,375
	13,500		Gentex Corp.		265,815
	700	@,L	Itron, Inc.		54,558
	1,300		Keithley Instruments, Inc.		16,315
	3,900	@	Kemet Corp.		27,495
	7,000		Methode Electronics, Inc.		109,550
	2,500		National Instruments Corp.		81,425
	3,700	@	Photon Dynamics, Inc.		40,330
	2,300	@	Planar Systems, Inc.		17,227
	900	@	Plexus Corp.		20,691
	600		Technitrol, Inc.		17,202
	38,100		Tektronix, Inc.		1,285,494
	10,400	@	Thomas & Betts Corp.		603,200

See Accompanying Notes to Financial Statements
53

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Electronics (continued)
	5,880	@	Trimble Navigation Ltd.	$	189,336
	5,000	@,L	Varian, Inc.		274,150
	16,700	@	Vishay Intertechnology, Inc.		264,194
	1,600		Woodward Governor Co.		85,872
	3,000		X-Rite, Inc.		44,310
					4,865,587
			Energy-Alternate Sources: 0.0%
	5,100	@,L	Headwaters, Inc.		88,077
					88,077
			Engineering & Construction: 0.2%
	3,300	@	Dycom Industries, Inc.		98,934
	5,200	@	EMCOR Group, Inc.		379,080
	7,900		Granite Construction, Inc.		507,022
	11,700	@,L	Jacobs Engineering Group, Inc.		672,867
	12,700	@	KBR, Inc.		333,121
	2,700	@,L	Shaw Group, Inc.		124,983
	3,000	@	URS Corp.		145,650
					2,261,657
			Entertainment: 0.0%
	500		International Speedway Corp.		26,355
	4,100	@,L	Macrovision Corp.		123,246
	2,100	@	Pinnacle Entertainment, Inc.		59,115
					208,716
			Environmental Control: 0.1%
	5,950	@,L	Waste Connections, Inc.		179,928
	10,900		Waste Management, Inc.		425,645
					605,573
			Food: 0.9%
	5,990		Corn Products International, Inc.		272,246
	16,900	@	Dean Foods Co.		538,603
	3,400		Flowers Foods, Inc.		113,424
	141,617		General Mills, Inc.		8,273,265
	2,900	@	Hain Celestial Group, Inc.		78,706
	3,579		Hormel Foods Corp.		133,676
	800		J&J Snack Foods Corp.		30,192
	1,600	L	Nash Finch Co.		79,200
	400	@	Ralcorp Holdings, Inc.		21,380
	4,100	L	Ruddick Corp.		123,492
	1,800	L	Sanderson Farms, Inc.		81,036
	11,600	@	Smithfield Foods, Inc.		357,164
	600	L	Spartan Stores, Inc.		19,746
	2,600	@	TreeHouse Foods, Inc.		69,186
					10,191,316
			Forest Products & Paper: 0.1%
	5,300	L	Bowater, Inc.		132,235
	4,500	@	Buckeye Technologies, Inc.		69,615
	1,800		Neenah Paper, Inc.		74,268
	6,900		Rock-Tenn Co.		218,868
	500		Schweitzer-Mauduit International, Inc.		15,500
	4,900		Wausau Paper Corp.		65,660
					576,146
			Gas: 0.2%
	3,700		AGL Resources, Inc.		149,776
	800		Atmos Energy Corp.		24,048

Shares				Value
	700		Cascade Natural Gas Corp.	$	18,487
	8,446		Energen Corp.		464,023
	9,000		KeySpan Corp.		377,820
	3,700		Northwest Natural Gas Co.		170,903
	4,800		Southern Union Co.		156,432
	6,100		Southwest Gas Corp.		206,241
	15,130		UGI Corp.		412,746
	9,800		WGL Holdings, Inc.		319,872
					2,300,348
			Hand/Machine Tools: 0.2%
	26,600		Black & Decker Corp.		2,349,046
	7,700		Snap-On, Inc.		388,927
					2,737,973
			Healthcare-Products: 1.2%
	6,100	@,L	Advanced Medical Optics, Inc.		212,768
	1,200	@	Arthrocare Corp.		52,692
	22,800		Baxter International, Inc.		1,284,552
	2,700	@,L	Biolase Technology, Inc.		16,389
	12,500		Biomet, Inc.		571,500
	5,200	@	Cytyc Corp.		224,172
	400		Datascope Corp.		15,312
	14,444		Densply International, Inc.		552,627
	8,700	@,L	Edwards Lifesciences Corp.		429,258
	3,700	@	Gen-Probe, Inc.		223,554
	4,000	@	Haemonetics Corp.		210,440
	4,100	@,L	Henry Schein, Inc.		219,063
	3,334	@,L	Hologic, Inc.		184,404
	1,000	@	ICU Medical, Inc.		42,940
	1,586	@,L	Idexx Laboratories, Inc.		150,083
	2,400	@,L	Immucor, Inc.		67,128
	1,000	@,L	Intuitive Surgical, Inc.		138,770
	124,000		Johnson & Johnson		7,640,880
	1,200	L	LCA-Vision, Inc.		56,712
	3,200	L	Mentor Corp.		130,176
	3,100	@	Osteotech, Inc.		22,320
	2,000	@,L	Palomar Medical Technologies, Inc.		69,420
	1,500	@	Possis Medical, Inc.		16,320
	4,800	@,L	PSS World Medical, Inc.		87,456
	3,657	@	Respironics, Inc.		155,752
	2,800	@,L	SurModics, Inc.		140,000
	4,900	@,L	Techne Corp.		280,329
					13,195,017
			Healthcare-Services: 1.4%
	16,200		Aetna, Inc.		800,280
	8,000	@	AMERIGROUP Corp.		190,400
	2,300	@,L	Amsurg Corp.		55,522
	5,600	@,L	Centene Corp.		119,952
	33,650	@	Coventry Health Care, Inc.		1,939,923
	1,100	@	Genesis HealthCare Corp.		75,262
	3,200	@	Gentiva Health Services, Inc.		64,192
	8,300	@	Health Net, Inc.		438,240
	2,200	@,L	Healthways, Inc.		104,214
	37,400	@	Humana, Inc.		2,278,034
	9,000	@	Lincare Holdings, Inc.		358,650
	5,400	@	Pediatrix Medical Group, Inc.		297,810
	3,200	@,L	Sierra Health Services, Inc.		133,056
	1,300	@	Sunrise Senior Living, Inc.		51,987
	4,200	@	Triad Hospitals, Inc.		225,792
	125,800		UnitedHealth Group, Inc.		6,433,412
	3,100	@	WellCare Health Plans, Inc.		280,581
	24,440	@	WellPoint, Inc.		1,951,045
					15,798,352

See Accompanying Notes to Financial Statements
54

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Holding Companies-Diversified: 0.0%
	8,600	L	Leucadia National Corp.	$	303,150
					303,150
			Home Builders: 0.2%
	3,700	@,L	Champion Enterprises, Inc.		36,371
	35,800	L	KB Home		1,409,446
	7,600	L	MDC Holdings, Inc.		367,536
	300	@,L	NVR, Inc.		203,925
	8,177		Thor Industries, Inc.		369,110
	3,000	L	Winnebago Industries		88,560
					2,474,948
			Home Furnishings: 0.0%
	1,800	@	Audiovox Corp.		23,346
	3,200		Ethan Allen Interiors, Inc.		109,600
	3,200		Harman International Industries, Inc.		373,760
					506,706
			Household Products/Wares: 0.2%
	11,000		American Greetings Corp.		311,630
	5,800		Blyth, Inc.		154,164
	1,400	@,L	Central Garden and Pet Co.		16,422
	25,800		Kimberly-Clark Corp.		1,725,762
	5,000	@,L	Playtex Products, Inc.		74,050
	5,000	L	Tupperware Corp.		143,700
	1,000		WD-40 Co.		32,870
					2,458,598
			Housewares: 0.0%
	300		National Presto Industries, Inc.		18,702
	1,600		Toro Co.		94,224
					112,926
			Insurance: 4.6%
	55,700	@@	ACE Ltd.		3,482,364
	80,400		Allstate Corp.		4,945,404
	14,075		American Financial Group, Inc.		480,661
	102,900		American International Group, Inc.		7,206,087
	8,800		Arthur J Gallagher & Co.		245,344
	5,100		Brown & Brown, Inc.		128,214
	66,300		Chubb Corp.		3,589,482
	2,200		Commerce Group, Inc.		76,384
	8,400		Delphi Financial Group		351,288
	7,400	@@	Everest Re Group Ltd.		803,936
	141,800		Genworth Financial, Inc.		4,877,920
	5,000		Hanover Insurance Group, Inc.		243,950
	44,527	L	Hartford Financial Services Group, Inc.		4,386,355
	19,200		HCC Insurance Holdings, Inc.		641,472
	800		Hilb Rogal & Hobbs Co.		34,288
	2,600		Horace Mann Educators Corp.		55,224
	1,100		Infinity Property & Casualty Corp.		55,803
	2,370	L	Landamerica Financial Group, Inc.		228,681
	2,800		Mercury General Corp.		154,308
	93,550	L	Metlife, Inc.		6,032,104
	2,900		Ohio Casualty Corp.		125,599

Shares				Value
	10,606		Old Republic International Corp.	$	225,484
	7,290	@,L	Philadelphia Consolidated Holding Co.		304,722
	4,200		PMI Group, Inc.		187,614
	3,200	L	Presidential Life Corp.		62,912
	4,800	@,L	ProAssurance Corp.		267,216
	5,300		Protective Life Corp.		253,393
	61,036		Prudential Financial, Inc.		5,934,530
	3,700	L	Radian Group, Inc.		199,800
	4,500		RLI Corp.		251,775
	2,700		Safety Insurance Group, Inc.		111,780
	12,260	L	Selective Insurance Group		329,549
	3,300		Stancorp Financial Group, Inc.		173,184
	83,000		Travelers Cos., Inc.		4,440,500
	1,200		United Fire & Casualty Co.		42,456
	4,600		Unitrin, Inc.		226,228
	21,850		WR Berkley Corp.		710,999
	3,400		Zenith National Insurance Corp.		160,106
					52,027,116
			Internet: 0.9%
	26,000	@,L	Amazon.com, Inc.		1,778,660
	1,500	@	Authorize.Net Holdings, Inc.		26,835
	500	@	Blue Coat Systems, Inc.		24,760
	3,000	@,L	Blue Nile, Inc.		181,200
	1,800	@,L	Digital River, Inc.		81,450
	1,700	@,L	F5 Networks, Inc.		137,020
	800	@	Google, Inc.		418,704
	49,100	@,L	IAC/InterActiveCorp.		1,699,351
	4,000	@	Infospace, Inc.		92,840
	1,900	@,L	j2 Global Communications, Inc.		66,310
	12,475	@	McAfee, Inc.		439,120
	5,300	@	Napster, Inc.		18,020
	2,700	@,L	NetFlix, Inc.		52,353
	2,100	@	PC-Tel, Inc.		18,375
	4,800	@,L	Secure Computing Corp.		36,432
	3,400	@,L	Stamps.com, Inc.		46,852
	136,600	@	Symantec Corp.		2,759,320
	4,500	L	United Online, Inc.		74,205
	4,800	@	Valueclick, Inc.		141,408
	50,200	@,L	VeriSign, Inc.		1,592,846
	3,000	@	Websense, Inc.		63,750
					9,749,811
			Iron/Steel: 0.7%
	1,260		Carpenter Technology Corp.		164,191
	2,100		Chaparral Steel Co.		150,927
	3,100	L	Cleveland-Cliffs, Inc.		240,777
	1,300	@	Material Sciences Corp.		15,327
	88,300		Nucor Corp.		5,178,795
	1,300		Reliance Steel & Aluminum Co.		73,138
	800		Ryerson, Inc.		30,120
	800		Steel Dynamics, Inc.		33,528
	17,700	L	United States Steel Corp.		1,924,875
					7,811,678
			Leisure Time: 0.1%
	14,100		Harley-Davidson, Inc.		840,501
	2,700	@	K2, Inc.		41,013
	5,050	L	Polaris Industries, Inc.		273,508
					1,155,022

See Accompanying Notes to Financial Statements
55

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Lodging: 0.1%
	9,800		Harrah's Entertainment, Inc.	$	835,548
	600	@,L	Monarch Casino Resort, Inc.		16,110
					851,658
			Machinery-Construction & Mining: 0.2%
	19,400		Caterpillar, Inc.		1,519,020
	7,800	L	Joy Global, Inc.		454,974
					1,973,994
			Machinery - Diversified: 0.4%
	5,600	@,L	AGCO Corp.		243,096
	5,500		Applied Industrial Technologies, Inc.		162,250
	800		Cascade Corp.		62,752
	37,200		Cummins, Inc.		3,765,012
	2,100	@	Gardner Denver, Inc.		89,355
	2,283		IDEX Corp.		87,987
	1,000	@,L	Intevac, Inc.		21,260
	3,500		Manitowoc Co., Inc.		281,330
	5,800		Nordson Corp.		290,928
	800		Robbins & Myers, Inc.		42,504
					5,046,474
			Media: 2.0%
	5,300		Belo Corp.		109,127
	24,000		Clear Channel Communications, Inc.		907,680
	137,600		McGraw-Hill Cos., Inc.		9,367,808
	2,300	@,W	Radio One, Inc.		16,238
	369,700		Walt Disney Co.		12,621,558
	300		Washington Post		232,827
					23,255,238
			Metal Fabricate/Hardware: 0.1%
	1,500	L	AM Castle & Co.		53,865
	9,300		Commercial Metals Co.		314,061
	400		Lawson Products		15,480
	2,300		Mueller Industries, Inc.		79,212
	3,236		Quanex Corp.		157,593
					620,211
			Mining: 0.1%
	39,700		Alcoa, Inc.		1,609,041
	1,300	@	Century Aluminum Co.		71,019
					1,680,060
			Miscellaneous Manufacturing: 2.2%
	4,800		3M Co.		416,592
	6,500		Acuity Brands, Inc.		391,820
	1,000	L	AO Smith Corp.		39,890
	444		Aptargroup, Inc.		15,789
	1,600	@,L	Ceradyne, Inc.		118,336
	12,200		Cooper Industries Ltd.		696,498
	10,000		Crane Co.		454,500
	25,000	L	Eastman Kodak Co.		695,750
	34,300		Eaton Corp.		3,189,900
	4,600	@	EnPro Industries, Inc.		196,834
	220,815		General Electric Co.		8,452,798
	16,500		ITT Corp.		1,126,620
	1,800	@	Lydall, Inc.		26,298
	1,500		Myers Industries, Inc.		33,165
	46,800		Parker Hannifin Corp.		4,582,188
	7,500	L	Pentair, Inc.		289,275
	2,100		Roper Industries, Inc.		119,910

Shares				Value
	1,400		Standex International Corp.	$	39,816
	4,600	@,L	Sturm Ruger & Co., Inc.		71,392
	7,467		Teleflex, Inc.		610,651
	7,800		Tredegar Corp.		166,140
	94,800		Tyco International Ltd.		3,203,292
					24,937,454
			Office Furnishings: 0.0%
	7,802		Herman Miller, Inc.		246,543
	3,800		HNI, Corp.		155,800
	2,000		Interface, Inc.		37,720
					440,063
			Office/Business Equipment: 0.0%
	17,000	@	Xerox Corp.		314,160
					314,160
			Oil & Gas: 6.9%
	2,800	@,L	Atwood Oceanics, Inc.		192,136
	5,400	L	Cabot Oil & Gas Corp.		199,152
	205,886		Chevron Corp.		17,343,837
	15,500	L	Cimarex Energy Co.		610,855
	74,200		ConocoPhillips		5,824,700
	358,140		ExxonMobil Corp.		30,040,783
	2,700	@	Forest Oil Corp.		114,102
	6,700		Frontier Oil Corp.		293,259
	17,900		Helmerich & Payne, Inc.		634,018
	196,400		Marathon Oil Corp.		11,776,144
	2,400	@	Newfield Exploration Co.		109,320
	15,400		Noble Energy, Inc.		960,806
	52,300		Occidental Petroleum Corp.		3,027,124
	1,800	@,L	Petroleum Development Corp.		85,464
	5,800	L	Pogo Producing Co.		294,582
	13,000	@	Pride International, Inc.		486,980
	1,700	@	Southwestern Energy Co.		75,650
	3,700		St. Mary Land & Exploration Co.		135,494
	1,600	@	Swift Energy Co.		68,416
	2,900	@	Unit Corp.		182,439
	76,500		Valero Energy Corp.		5,650,290
					78,105,551
			Oil & Gas Services: 0.5%
	1,200	@,L	Cameron International Corp.		85,764
	1,600	@,L	Dril-Quip, Inc.		71,920
	7,400	@,L	Grant Prideco, Inc.		398,342
	105,520		Halliburton Co.		3,640,440
	4,900	@,L	Hanover Compressor Co.		116,865
	5,100	@,L	Helix Energy Solutions Group, Inc.		203,541
	2,150	@	Hornbeck Offshore Services, Inc.		83,334
	2,100		Lufkin Industries, Inc.		135,555
	500	@	Oceaneering International, Inc.		26,320
	3,800	@	SEACOR Holdings, Inc.		354,768
	2,600	@	W-H Energy Services, Inc.		160,966
					5,277,815
			Packaging & Containers: 0.2%
	54,500	@	Pactiv Corp.		1,738,005
	13,900		Sonoco Products Co.		595,059
					2,333,064

See Accompanying Notes to Financial Statements
56

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Pharmaceuticals: 3.1%
	1,000		Alpharma, Inc.	$	26,010
	64,700		AmerisourceBergen Corp.		3,200,709
	1,400	@,L	Bradley Pharmaceuticals, Inc.		30,394
	38,000		Bristol-Myers Squibb Co.		1,199,280
	4,100	@,L	Cephalon, Inc.		329,599
	7,400	@	Endo Pharmaceuticals Holdings, Inc.		253,302
	97,200	@	Forest Laboratories, Inc.		4,437,180
	1,700	@,L	HealthExtras, Inc.		50,286
	99,800	@,L	King Pharmaceuticals, Inc.		2,041,908
	6,400		Medicis Pharmaceutical Corp.		195,456
	63,200		Merck & Co., Inc.		3,147,360
	2,800	@,L	MGI Pharma, Inc.		62,636
	85,600		Mylan Laboratories		1,557,064
	5,300	@	NBTY, Inc.		228,960
	6,400	@,L	Noven Pharmaceuticals, Inc.		150,080
	1,100		Omnicare, Inc.		39,666
	398,190		Pfizer, Inc.		10,181,718
	200,200		Schering-Plough Corp.		6,094,088
	2,500	@,L	Sciele Pharma, Inc.		58,900
	6,200	@,L	Sepracor, Inc.		254,324
	4,700	@	Theragenics Corp.		19,599
	2,400	@,L	USANA Health Sciences, Inc.		107,376
	3,900	@,L	VCA Antech, Inc.		146,991
	5,400	@	Viropharma, Inc.		74,520
	24,200	@	Watson Pharmaceuticals, Inc.		787,226
					34,674,632
			Pipelines: 0.1%
	14,600		Oneok, Inc.		735,986
					735,986
			Real Estate Investment Trusts: 0.2%
	11,140		Archstone-Smith Trust		658,485
	400		EastGroup Properties, Inc.		17,528
	1,280		Essex Property Trust, Inc.		148,864
	15,800	L	Hospitality Properties Trust		655,542
	9,700		Liberty Property Trust		426,121
	3,500		LTC Properties, Inc.		79,625
	900		PS Business Parks, Inc.		57,033
					2,043,198
			Retail: 2.7%
	2,200	@	99 Cents Only Stores		28,842
	11,600	@,L	Aeropostale, Inc.		483,488
	18,455		American Eagle Outfitters		473,555
	2,200	@	AnnTaylor Stores Corp.		77,924
	12,700	@	Autozone, Inc.		1,735,074
	800		Barnes & Noble, Inc.		30,776
	1,300		Big 5 Sporting Goods Corp.		33,150
	51,100	@,L	Big Lots, Inc.		1,503,362
	2,625		Brown Shoe Co., Inc.		63,840
	1,300	L	Casey's General Stores, Inc.		35,438
	2,300		Cash America International, Inc.		91,195
	2,900		Cato Corp.		63,626
	700		CBRL Group, Inc.		29,736
	4,600	@,L	CEC Entertainment, Inc.		161,920
	1,200	@	Charlotte Russe Holding, Inc.		32,244
	78,100		Costco Wholesale Corp.		4,570,412
	500	@,L	Dick's Sporting Goods, Inc.		29,085
	15,900		Dollar General Corp.		348,528
	8,100	@	Dollar Tree Stores, Inc.		352,755
	8,100	@,L	Dress Barn, Inc.		166,212
	62,200		Family Dollar Stores, Inc.		2,134,704

Shares				Value
	9,500	@	GameStop Corp.	$	371,450
	1,300	@,L	Genesco, Inc.		68,003
	1,660	@	Guitar Center, Inc.		99,285
	1,800	@	Hibbett Sporting Goods, Inc.		49,284
	6,700	@	HOT Topic, Inc.		72,829
	1,300	L	IHOP Corp.		70,759
	2,400	@	Insight Enterprises, Inc.		54,168
	3,400	@	Jack in the Box, Inc.		241,196
	59,800		JC Penney Co., Inc.		4,328,324
	3,200	@,L	Jo-Ann Stores, Inc.		90,976
	3,600	@,L	JOS A Bank Clothiers, Inc.		149,292
	11,600	@	Kohl's Corp.		823,948
	31,200		Macy's, Inc.		1,241,136
	88,200		McDonald's Corp.		4,477,032
	3,500		Men's Wearhouse, Inc.		178,745
	1,250		Movado Group, Inc.		42,175
	30,400	L	Nordstrom, Inc.		1,554,048
	680	@,L	Panera Bread Co.		31,321
	1,400	@	Papa John's International, Inc.		40,264
	8,375	@	Payless Shoesource, Inc.		264,231
	4,700		Pep Boys-Manny, Moe & Jack		94,752
	4,300		Petsmart, Inc.		139,535
	2,500	@,L	PF Chang's China Bistro, Inc.		88,000
	32,300	L	RadioShack Corp.		1,070,422
	2,700	@,L	Rare Hospitality International, Inc.		72,279
	6,400	L	Regis Corp.		244,800
	19,100		Ross Stores, Inc.		588,280
	1,300	@,L	School Specialty, Inc.		46,072
	9,107	@,L	Select Comfort Corp.		147,716
	8,660	@,L	Sonic Corp.		191,559
	2,400	@	Texas Roadhouse, Inc.		30,696
	29,400		TJX Cos., Inc.		808,500
	300	@,L	Tractor Supply Co.		15,615
	10,700		Triarc Cos.		167,990
	1,910	@,L	Tween Brands, Inc.		85,186
	400		World Fuel Services Corp.		16,824
					30,502,558
			Savings & Loans: 0.5%
	8,498		Bankunited Financial Corp.		170,555
	6,800		First Niagara Financial Group, Inc.		89,080
	4,600	@,L	FirstFed Financial Corp.		260,958
	1,600		MAF Bancorp., Inc.		86,816
	2,800		Washington Federal, Inc.		68,068
	113,400	L	Washington Mutual, Inc.		4,835,376
					5,510,853
			Semiconductors: 0.7%
	7,200	@,L	Actel Corp.		100,152
	3,700	@	AMIS Holdings, Inc.		46,324
	31,500	@,L	Atmel Corp.		175,140
	12,000	@	Brooks Automation, Inc.		217,800
	1,200		Cohu, Inc.		26,700
	4,600	@,L	DSP Group, Inc.		94,162
	4,400	@	Exar Corp.		58,960
	12,800	@	Integrated Device Technology, Inc.		195,456
	3,400	@,L	International Rectifier Corp.		126,684
	35,000	L	KLA-Tencor Corp.		1,923,250
	12,200	@,L	Kulicke & Soffa Industries, Inc.		127,734
	8,300	@	Lam Research Corp.		426,620
	2,800		Micrel, Inc.		35,616

See Accompanying Notes to Financial Statements
57

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Semiconductors (continued)
	4,010	L	Microchip Technology, Inc.	$	148,530
	600	@,L	MKS Instruments, Inc.		16,620
	25,000		National Semiconductor Corp.		706,750
	58,500	@,L	Novellus Systems, Inc.		1,659,645
	4,200	@	Pericom Semiconductor Corp.		46,872
	4,100	@	Photronics, Inc.		61,008
	13,900	@,L	Semtech Corp.		240,887
	21,600	@,L	Skyworks Solutions, Inc.		158,760
	1,300	@,L	Standard Microsystems Corp.		44,642
	71,700	@,L	Teradyne, Inc.		1,260,486
	1,205	@,L	Varian Semiconductor Equipment Associates, Inc.		48,272
					7,947,070
			Software: 1.6%
	3,300		Acxiom Corp.		87,285
	800	@,L	Advent Software, Inc.		26,040
	700	@,L	Allscripts Healthcare Solutions, Inc.		17,836
	1,800	@,L	Ansys, Inc.		47,700
	53,300	@	Autodesk, Inc.		2,509,364
	83,800	@	BMC Software, Inc.		2,539,140
	6,400		BroADRidge Financial Solutions ADR		122,368
	168,800	L	CA, Inc.		4,360,104
	6,900	@	Captaris, Inc.		35,328
	2,800	@,L	Cerner Corp.		155,316
	14,400	@,L	Citrix Systems, Inc.		484,848
	9,900	@	CSG Systems International		262,449
	2,200	@	Digi International, Inc.		32,428
	529		Dun & Bradstreet Corp.		54,476
	2,200		Fair Isaac Corp.		88,264
	33,400		First Data Corp.		1,091,178
	5,600	@,L	Informatica Corp.		82,712
	1,200	L	Inter-Tel, Inc.		28,716
	58,100	@,L	Intuit, Inc.		1,747,648
	1,800	@	JDA Software Group, Inc.		35,334
	3,000	@	Mantech International Corp.		92,490
	95,975		Microsoft Corp.		2,828,383
	67,500	@	Novell, Inc.		525,825
	6,200	@,L	Progress Software Corp.		197,098
	1,800	@	SPSS, Inc.		79,452
	19,500	@	Sybase, Inc.		465,855
	4,600	@	Wind River Systems, Inc.		50,600
					18,048,237
			Telecommunications: 3.3%
	44,100	@	3Com Corp.		182,133
	21,500	@	Adaptec, Inc.		81,915
	4,100	@,L	Aeroflex, Inc.		58,097
	16,900		Alltel Corp.		1,141,595
	13,600	@	Andrew Corp.		196,384
	8,700	@	Arris Group, Inc.		153,033
	246,937		AT&T, Inc.		10,247,886
	21,800	@	Avaya, Inc.		367,112
	1,000		Black Box Corp.		41,380
	9,400	@	C-COR, Inc.		132,164
	40,800		CenturyTel, Inc.		2,001,240
	42,100	@	Cincinnati Bell, Inc.		243,338
	443,960	@	Cisco Systems, Inc.		12,364,286
	2,600	@,L	CommScope, Inc.		151,710
	1,800	@	Comtech Telecommunications		83,556

Shares				Value
	1,200		CT Communications, Inc.	$	36,612
	6,800	@,L	Ditech Networks, Inc.		55,692
	1,400	@	General Communication, Inc.		17,934
	2,300	@	Harmonic, Inc.		20,401
	10,283	L	Harris Corp.		560,938
	111,950		Motorola, Inc.		1,981,515
	2,500	@	Network Equipment Technologies, Inc.		23,850
	1,400	@	Novatel Wireless, Inc.		36,428
	2,100	@,L	Polycom, Inc.		70,560
	21,400		Qualcomm, Inc.		928,546
	61,200	@,L	Qwest Communications International, Inc.		593,640
	30,000	@	RF Micro Devices, Inc.		187,200
	58,600		Sprint Nextel Corp.		1,213,606
	6,100	@,L	Symmetricom, Inc.		51,240
	10,275		Telephone & Data Systems, Inc.		642,907
	1,900	@	Tollgrade Communications, Inc.		20,045
	14,800	@,L	Utstarcom, Inc.		83,028
	97,400		Verizon Communications, Inc.		4,009,958
	500	@	Viasat, Inc.		16,050
					37,995,979
			Textiles: 0.1%
	800		Angelica Corp.		16,864
	900		G&K Services, Inc.		35,559
	6,500	@,L	Mohawk Industries, Inc.		655,135
	600		Unifirst Corp.		26,430
					733,988
			Toys/Games/Hobbies: 0.4%
	2,000	@,L	Jakks Pacific, Inc.		56,280
	161,300		Mattel, Inc.		4,079,277
					4,135,557
			Transportation: 0.2%
	9,000		Con-way, Inc.		452,160
	1,900	@	EGL, Inc.		88,312
	4,400	L	Expeditors International Washington, Inc.		181,720
	6,100	L	Heartland Express, Inc.		99,430
	6,500	@,L	HUB Group, Inc.		228,540
	1,300	@,L	Kansas City Southern		48,802
	4,500		Landstar System, Inc.		217,125
	4,200	@,L	Old Dominion Freight Line		126,630
	5,805	L	Overseas Shipholding Group		472,527
	9,300	L	Tidewater, Inc.		659,184
	3,600	@,L	YRC Worldwide, Inc.		132,480
					2,706,910
			Total Common Stock (Cost $650,566,234)		701,733,915
PREFERRED STOCK: 0.5%
			Banks: 0.1%
	35,875	@@,#,P	Santander Finance Preferred SA Unipersonal		859,881
					859,881
			Diversified Financial Services: 0.1%
	24,000	P	Deutsche Bank Capital Trust II		589,200

See Accompanying Notes to Financial Statements
58

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Diversified Financial Services (continued)
	46,500	P,L	Merrill Lynch & Co., Inc.	$	1,181,100
					1,770,300
			Insurance: 0.3%
	48,903	@@,P	Aegon NV		1,191,277
	19,271	@@,P	Aegon NV-Series 1		489,098
	51,650	P	Metlife, Inc.		1,321,724
					3,002,099
			Total Preferred Stock (Cost $5,667,670)		5,632,280
Principal Amount				Value
CORPORATE BONDS/NOTES: 8.1%
			Airlines: 0.2%
$	1,752,000	C	Delta Airlines, Inc., 7.570%, due 11/18/10		1,819,163
	756,000	Z	United AirLines, Inc., 6.932%, due 09/01/11		877,433
					2,696,596
			Auto Manufacturers: 0.1%
	235,000	Z	Ford Motor Co., Discount Note, due 11/29/13		236,235
	732,000		Ford Motor Co., 8.360%, due 11/29/13		735,847
					972,082
			Banks: 2.1%
	1,040,000	@@,C	Australia & New Zealand Banking Group Ltd., 5.494%, due 12/31/49		905,591
	330,724	@@,#	Banco Itau SA, 5.621%, due 09/20/08		330,724
	1,081,000	@@,#,C	Banco Mercantil del Norte SA, 6.135%, due 10/13/16		1,084,878
	400,000	@@,C	Bank of Ireland, 5.625%, due 12/29/49		348,368
	430,000	@@,C	Bank of Nova Scotia, 5.500%, due 08/21/85		355,931
	210,000	@@	Bank of Scotland, 5.563%, due 11/30/49		181,368
	77,000	C	BankAmerica Capital II, 8.000%, due 12/15/26		80,056
	240,000	@@,C	Barclays Bank PLC, 5.563%, due 12/31/49		209,997
	710,000	@@,C	BNP Paribas, 5.402%, due 09/29/49		609,086
	1,267,000	@@,#,C	Chuo Mitsui Trust & Banking Co., Ltd., 5.506%, due 04/15/49		1,197,766
	377,000	@@,#,C	Danske Bank A/S, 5.914%, due 12/29/49		373,849
	500,000	@@,C	Den Norske Bank ASA, 5.500%, due 08/29/49		427,500
	80,000	@@,C	Den Norske Bank ASA, 5.625%, due 11/29/49		69,260
	723,000	#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		835,086
	1,000	C	Fleet Capital Trust II, 7.920%, due 12/11/26		1,039

Principal Amount				Value
$	1,290,000	@@,#,C	HBOS PLC, 5.375%, due 11/29/49	$	1,250,788
	270,000	@@,C	Hongkong & Shanghai Banking Corp., Ltd., 5.500%, due 07/29/49		229,751
	1,120,000	@@,C	HSBC Bank PLC, 5.538%, due 06/29/49		960,400
	1,140,000	@@,C	HSBC Bank PLC, 5.625%, due 06/29/49		987,240
	1,030,000	@@,C	Lloyds TSB Bank PLC, 5.478%, due 08/29/49		889,424
	100,000	@@,C	Lloyds TSB Bank PLC, 5.563%, due 11/29/49		87,032
	390,000	@@,C	Lloyds TSB Bank PLC, 5.625%, due 06/29/49		343,233
	805,000	@@,C	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		840,847
	370,000	@@,C	National Australia Bank Ltd., 5.525%, due 12/31/49		321,255
	130,000	@@,C	National Westminster Bank PLC, 5.500%, due 11/29/49		112,044
	60,000	@@,C	National Westminster Bank PLC, 5.625%, due 08/29/49		51,871
	640,000	#,C	Rabobank Capital Funding II, 5.260%, due 12/29/49		614,586
	612,000	#,C	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		574,052
	538,000	C	RBS Capital Trust I, 5.512%, due 09/30/49		517,835
	962,000	@@,#,C	Resona Bank Ltd., 5.850%, due 09/29/49		921,336
	1,540,000	@@,C	Royal Bank of Scotland Group PLC, 5.563%, due 12/29/49		1,321,837
	370,000	@@,C	Societe Generale, 5.469%, due 11/29/49		319,887
	1,400,000	@@,C	Standard Chartered PLC, 5.563%, due 07/29/49		1,165,850
	230,000	@@,C,L	Standard Chartered PLC, 5.588%, due 01/29/49		191,331
	1,800,000	@@,C,L	Standard Chartered PLC, 5.625%, due 11/29/49		1,516,500
	898,000	@@,C	Sumitomo Mitsui Banking Corp., 8.150%, due 08/01/49		922,101
	712,000	C	Wachovia Capital Trust III, 5.800%, due 12/31/49		709,480
	450,000	@@,C	Westpac Banking Corp., 5.494%, due 09/30/49		385,248
	372,000	#,C	Westpac Capital Trust IV, 5.256%, due 12/29/49		345,813
	1,232,000	@@,#,C	Woori Bank, 6.125%, due 05/03/16		1,238,951
					23,829,191
			Chemicals: 0.2%
	260,000	Z	Stauffer Chemical, 5.830%, due 04/15/10		221,980
	450,000	Z	Stauffer Chemical, 6.220%, due 04/15/18		234,522
	570,000	Z	Stauffer Chemical, 8.100%, due 04/15/17		315,877
	1,051,000		Union Carbide Corp., 7.750%, due 10/01/96		1,072,155
					1,844,534

See Accompanying Notes to Financial Statements
59

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Diversified Financial Services: 2.4%
$	2,095,000	@@,#,C,L	Aiful Corp., 4.450%, due 02/16/10	$	2,024,342
	218,000	@@,#,I	Alpine III, 5.910%, due 08/16/14		218,637
	218,000	@@,#,I	Alpine III, 6.310%, due 08/16/14		218,720
	328,000	@@,#,I	Alpine III, 8.110%, due 08/16/14		330,137
	560,000	@@,#,I	Alpine III, 11.360%, due 08/16/14		573,782
	2,520,000	#	Astoria Depositor Corp., 8.144%, due 05/01/21		2,723,175
	1,131,000	#,C	Corestates Capital Trust I, 8.000%, due 12/15/26		1,171,437
	762,000	@@	Eksportfinans A/S, 5.125%, due 10/26/11		757,007
	420,000	@@,C	Financiere CSFB NV, 5.500%, due 03/29/49		361,200
	1,180,000		Ford Motor Credit Co., 8.000%, due 12/15/16		1,132,088
	492,000		Ford Motor Credit Co., 8.105%, due 01/13/12		491,213
	1,007,000		Ford Motor Credit Co., 9.806%, due 04/15/12		1,080,247
	825,000	C	Fund American Cos., Inc., 5.875%, due 05/15/13		812,260
	1,227,000		General Motors Acceptance Corp., 7.250%, due 03/02/11		1,223,945
	562,000	#,C	HVB Funding Trust III, 9.000%, due 10/22/31		700,663
	1,412,000	#,C	Mangrove Bay Pass-Through Trust, 6.102%, due 07/15/33		1,370,275
	1,131,000	@@,#	Mantis Reef Ltd., 4.799%, due 11/03/09		1,109,760
	804,000	@@,C	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		791,331
	485,000	@@,C	Paribas, 5.500%, due 12/31/49		423,515
	231,333	@@,#,C	Petroleum Export Ltd., 4.623%, due 06/15/10		228,511
	388,141	@@,#,C	Petroleum Export Ltd., 5.265%, due 06/15/11		377,223
	1,074,188	@@,#,C	PF Export Receivables Master Trust, 6.436%, due 06/01/15		1,111,113
	1,448,295	#,C	Piper Jaffray Equipment Trust Securities, 6.000%, due 09/10/11		1,412,088
	1,290,442	#,C	Piper Jaffray Equipment Trust Securities, 6.750%, due 04/01/11		1,280,764
	102,264	#	Power Receivable Finance, LLC, 6.290%, due 01/01/12		103,434
	1,341,000	C	Southern Star Central Corp., 6.750%, due 03/01/16		1,327,590
	1,122,000	@@,#	TNK-BP Finance SA, 7.500%, due 07/18/16		1,159,587
	5,212,395	#,Z	Toll Road Investors Partnership II LP, 17.680%, due 02/15/45		672,686
	430,000	#,C	Twin Reefs Pass-Through Trust, 6.320%, due 12/10/49		431,382

Principal Amount				Value
$	848,000	@@,C	UFJ Finance Aruba AEC, 8.750%, due 12/31/49	$	882,085
	446,000	#,C	Wachovia Capital Trust V, 7.965%, due 06/01/27		464,366
					26,964,563
			Electric: 0.6%
	1,721,000	C	Commonwealth Edison Co., 6.950%, due 07/15/18		1,706,607
	224,000	@@,L	Empresa Nacional de Electricidad SA, 8.625%, due 08/01/15		257,921
	584,766	#,C	Juniper Generation, LLC, 6.790%, due 12/31/14		577,079
	1,040,000	C	Nevada Power Co., 5.950%, due 03/15/16		1,022,019
	417,000	C	Nevada Power Co., 6.750%, due 07/01/37		417,550
	1,214,000	C	NorthWestern Corp., 5.875%, due 11/01/14		1,179,828
	171,000	C	Reliant Energy, Inc., 7.625%, due 06/15/14		167,580
	85,000	C,L	Reliant Energy, Inc., 7.875%, due 06/15/17		83,088
	1,113,000	C	Sierra Pacific Power Co., 6.250%, due 04/15/12		1,127,555
					6,539,227
			Energy-Alternate Sources: 0.2%
	600,000		Greater Ohio Ethanol, LLC, 8.864%, due 12/31/13		594,750
	700,000		Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		679,000
	319,000	#	White Pine Hydro Portfolio, LLC, 6.960%, due 07/10/37		310,809
	479,000	#	White Pine Hydro Portfolio, LLC, 7.260%, due 07/20/15		471,663
	467,000	#	White Pine Hydro, LLC, 6.310%, due 07/10/17		458,265
					2,514,487
			Food: 0.3%
	3,460,000	C	HJ Heinz Finance Co., 6.625%, due 07/15/11		3,563,022
					3,563,022
			Gas: 0.3%
	993,000	@@,#,C	Nakilat, Inc., 6.067%, due 12/31/33		933,455
	528,000	@@,#,C,L	Nakilat, Inc., 6.267%, due 12/31/33		503,034
	2,447,000	C,L	Southern Union Co., 7.200%, due 11/01/66		2,462,465
					3,898,954
			Insurance: 0.2%
	1,355,000	@@,C	Aegon NV, 5.362%, due 12/31/49		1,189,521
	368,000	#,C	North Front Pass-Through Trust, 5.810%, due 12/15/24		356,128
	838,000	@@,C	XL Capital, Ltd., 6.500%, due 12/15/49		788,424
					2,334,073

See Accompanying Notes to Financial Statements
60

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Media: 0.2%
$	1,492,000	#,C	Charter Communications Operating, LLC, 8.375%, due 04/30/14	$	1,525,570
	233,000	C	Dex Media West, LLC, 9.875%, due 08/15/13		250,475
					1,776,045
			Multi-National: 0.0%
	669,000	@@	Corp. Andina de Fomento CAF, 5.125%, due 05/05/15		636,392
					636,392
			Oil & Gas: 0.3%
	459,000	@@,#	Empresa Nacional de Petroleo ENAP, 4.875%, due 03/15/14		430,592
	331,000	@@,#	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12		345,204
	878,000	C	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		892,268
	1,003,000	#	Pemex Project Funding Master Trust, 6.660%, due 06/15/10		1,031,586
	261,000	@@,C	Petroleos de Venezuela SA, 5.375%, due 04/12/27		172,260
	930,000	@@,#,C	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		871,018
					3,742,928
			Pipelines: 0.1%
	345,000	C	Northwest Pipeline Corp., 7.000%, due 06/15/16		361,388
	460,000	C	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		463,450
					824,838
			Real Estate Investment Trusts: 0.3%
	366,000	C	Istar Financial, Inc., 5.150%, due 03/01/12		352,559
	111,000	C	Istar Financial, Inc., 5.500%, due 06/15/12		109,190
	297,000	C	Istar Financial, Inc., 5.850%, due 03/15/17		285,402
	162,000	C	Liberty Property LP, 6.375%, due 08/15/12		166,754
	532,000	C	Liberty Property LP, 7.750%, due 04/15/09		552,350
	134,000	C	Rouse Co., 7.200%, due 09/15/12		138,198
	2,190,000	#,C	Rouse Co. LP/TRC Co.-Issuer, Inc., 6.750%, due 05/01/13		2,199,005
					3,803,458
			Retail: 0.1%
	120,000	#,C,L	Rite Aid Corp., 9.375%, due 12/15/15		115,800
	711,000	#,C	Rite Aid Corp., 9.500%, due 06/15/17		686,115
					801,915

Principal Amount				Value
			Telecommunications: 0.5%
$	1,263,000		Bellsouth Telecommunications, Inc., 7.000%, due 12/01/95	$	1,252,527
	1,140,000	C	Qwest Corp., 7.875%, due 09/01/11		1,194,150
	597,000	@@,C	Rogers Wireless, Inc., 7.250%, due 12/15/12		631,055
	667,000	C	Sprint Capital Corp., 6.875%, due 11/15/28		636,619
	614,000	C	Sprint Nextel Corp., 6.000%, due 12/01/16		583,498
	1,058,000	@@,C	TELUS Corp., 8.000%, due 06/01/11		1,132,320
					5,430,169
			Total Corporate Bonds/Notes (Cost $93,122,841)		92,172,474
U.S. GOVERNMENT AGENCY OBLIGATIONS: 9.9%
			Federal Home Loan Mortgage Corporation: 5.6%
	167,997	C	4.500%, due 12/15/16		164,672
	2,072,000	C,S	4.500%, due 02/15/20		1,888,676
	2,175,290	C,S	5.000%, due 08/15/16		2,119,023
	1,441,000	C	5.000%, due 12/15/17		1,404,159
	948,000	C	5.000%, due 05/15/20		902,082
	2,034,198	C,S	5.000%, due 08/15/21		2,002,591
	2,410,000	C,S	5.000%, due 04/15/23		2,258,262
	897,000	C	5.000%, due 09/15/31		850,263
	341,000	C	5.000%, due 02/15/32		320,319
	1,937,000	C	5.000%, due 03/15/32		1,810,601
	330,000	C	5.000%, due 04/15/32		314,996
	14,542,000		5.000%, due 08/15/33		13,621,764
	355,556		5.018%, due 04/01/35		345,028
	1,934,000	C	5.250%, due 03/15/12		1,917,708
	2,862,000	Z	5.460%, due 03/15/31		798,567
	4,408,974	C,S	5.500%, due 08/15/20		4,136,434
	571,000	C	5.500%, due 12/15/20		554,912
	365,000	C	5.500%, due 09/15/32		351,726
	342,000	C	5.500%, due 10/15/32		332,220
	304,000	C	5.500%, due 11/15/32		293,107
	362,000	C	5.500%, due 07/15/33		352,143
	487,580		5.500%, due 06/01/36		467,590
	7,446,733	C,S	6.000%, due 01/15/29		7,424,724
	12,588,000		6.000%, due 07/15/34		12,471,951
	2,375,000	W	6.000%, due 08/15/34		2,350,880
	3,809,642	C,S	6.470%, due 02/15/37		3,696,724
	313,221		6.500%, due 11/01/28		320,031
	61,280		6.500%, due 12/01/31		62,532
					63,533,685
			Federal National Mortgage Corporation: 4.0%
	4,756,000	Z	Discount Note, due 04/01/49		4,398,558
	723,996		4.592%, due 08/01/35		706,810
	395,137	C	4.750%, due 12/25/42		393,601
	1,942,051	S	4.817%, due 08/01/35		1,896,936
	885,000	L	4.875%, due 05/18/12		870,150
	1,288,000	W	5.000%, due 07/18/21		1,244,731
	1,246,686		5.000%, due 02/25/29		1,218,670
	2,490,000	W	5.000%, due 08/15/34		2,332,430
	1,532,495		5.000%, due 12/01/36		1,440,087
	1,000,000		5.000%, due 07/01/37		937,192

See Accompanying Notes to Financial Statements
61

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Federal National Mortgage Corporation (continued)
$	1,870,000	L	5.250%, due 08/01/12	$	1,855,988
	1,136,000	C	5.400%, due 03/26/12		1,131,653
	1,853,000	S	5.500%, due 05/25/30		1,775,934
	1,375,430		5.500%, due 11/01/32		1,333,149
	7,270,654	S	5.500%, due 11/01/33		7,046,379
	937,000	W	5.500%, due 08/13/34		903,180
	515,721		5.500%, due 07/01/36		494,577
	1,538,000	C	5.550%, due 03/29/10		1,537,479
	85,247		6.000%, due 06/01/16		85,768
	410,016		6.000%, due 07/01/16		412,525
	143,722		6.000%, due 08/01/16		144,601
	108,224		6.000%, due 10/01/16		108,886
	466,476		6.000%, due 03/01/17		469,300
	195,599		6.000%, due 04/01/17		196,784
	279,390		6.000%, due 06/01/17		281,082
	59,663		6.000%, due 09/01/17		60,024
	76,232		6.000%, due 10/01/17		76,694
	282,283		6.000%, due 11/01/17		284,011
	302,580		6.000%, due 12/01/17		304,412
	266,969		6.000%, due 12/01/18		268,462
	2,731,287	S	6.000%, due 07/25/29		2,734,631
	1,160,394		6.000%, due 07/25/29		1,162,073
	2,105,940	S	6.000%, due 04/25/31		2,117,677
	2,275,641	S	6.500%, due 04/01/30		2,322,810
	840,000	L	6.625%, due 11/15/30		949,600
	95,072		7.000%, due 06/01/29		98,601
	815		7.000%, due 08/01/29		845
	5,527		7.000%, due 10/01/29		5,732
	83,987		7.000%, due 01/01/30		87,116
	58,619		7.000%, due 01/01/31		60,813
	1,224,487		7.000%, due 06/01/31		1,269,849
	12,142		7.000%, due 10/01/31		12,588
	54,324		7.000%, due 01/01/32		56,320
	7,475		7.000%, due 04/01/32		7,745
	16,458		7.000%, due 05/01/32		17,053
	40,932		7.000%, due 07/01/32		42,412
	4,203	I	7.125%, due 07/01/27		4,253
	12,588		7.500%, due 11/01/29		13,171
	88,853		7.500%, due 10/01/30		92,830
	110,382		7.500%, due 11/01/30		115,324
	652,511	C	7.500%, due 01/25/48		672,906
					46,054,402
			Government National Mortgage Association: 0.3%
	116,301		5.375%, due 04/20/28		117,738
	28,356		6.125%, due 12/20/29		28,576
	146,949		6.500%, due 10/15/31		150,047
	461,282		7.000%, due 09/15/24		480,849
	770,918		7.000%, due 10/15/24		803,622
	131,146		7.000%, due 11/15/24		136,697
	1,198,907		7.500%, due 12/15/23		1,254,187
					2,971,716
			Total U.S. Government Agency Obligations (Cost $114,432,308)		112,559,803
U.S. TREASURY OBLIGATIONS: 5.7%
			U.S. Treasury Bonds: 0.8%
	6,728,000	L	4.500%, due 05/15/17		6,452,576
	4,523,000	L	4.500%, due 02/15/36		2,470,973
					8,923,549

Principal Amount				Value
			U.S. Treasury Notes: 3.1%
$	8,724,000	L	4.500%, due 05/15/10	$	8,635,399
	17,664,000	L	4.750%, due 05/31/12		17,531,538
	9,085,000	L	4.875%, due 05/31/09		9,085,009
					35,251,946
			Treasury Inflation Indexed Protected Securities: 1.9%
	3,677,907	L	2.375%, due 04/15/11		3,638,833
	4,821,130	L	2.375%, due 01/15/17		4,708,513
	7,415,630	L	2.375%, due 01/15/25		7,132,916
	5,497,341	L	3.875%, due 01/15/09		5,586,679
					21,066,941
			Total U.S. Treasury Obligations (Cost $65,344,548)		65,242,436
ASSET-BACKED SECURITIES: 1.2%
			Automobile Asset-Backed Securities: 0.0%
	148,834	C	AmeriCredit Automobile Receivables Trust, 4.220%, due 07/06/09		148,366
					148,366
			Credit Card Asset-Backed Securities: 0.0%
	12,000	C	Bank One Issuance Trust, 4.540%, due 09/15/10		11,940
					11,940
			Home Equity Asset-Backed Securities: 0.4%
	350,000	C	Citigroup Mortgage Loan Trust, Inc., 5.590%, due 12/25/36		349,407
	150,000	C	Citigroup Mortgage Loan Trust, Inc., 5.620%, due 12/25/36		149,589
	2,707,000	C,S	GSAA Trust, 5.242%, due 06/25/34		2,679,712
	850,000	C	GSAA Trust, 6.040%, due 07/25/36		849,580
	428,000	#,C	Irwin Home Equity, 5.960%, due 08/25/37		428,226
	153,044	C	Merrill Lynch Mortgage Investors, Inc., 5.680%, due 07/25/34		153,608
	737	C	Renaissance Home Equity Loan Trust, 4.456%, due 05/25/35		733
	428,000	C	Residential Funding Mortgage Securities II, Inc., 5.890%, due 05/25/37		427,399
					5,038,254
			Other Asset-Backed Securities: 0.8%
	136,491	C	Amortizing Residential Collateral Trust, 5.820%, due 05/25/32		136,512
	48,327	C	Caterpillar Financial Asset Trust, 5.590%, due 02/25/09		48,377
	2,956	C	Chase Funding Mortgage Loan, 4.045%, due 05/25/33		2,905

See Accompanying Notes to Financial Statements
62

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Other Asset-Backed Securities (continued)
$	144,872	C	Chase Funding Mortgage Loan, 5.620%, due 07/25/33	$	145,156
	3,316	C	Countrywide Asset-Backed Certificates, 4.493%, due 02/25/36		3,302
	761,000	C,S	Countrywide Asset-Backed Certificates, 5.683%, due 10/25/46		759,180
	104,000	C	Countrywide Asset-Backed Certificates, 5.689%, due 10/25/46		103,298
	987,000	C	Credit-Based Asset Servicing and Securitization, LLC, 4.831%, due 08/25/35		969,598
	1,583,000	C	Credit-Based Asset Servicing and Securitization, LLC, 5.501%, due 12/25/36		1,577,189
	459,000	#,C	Credit-Based Asset Servicing and Securitization, LLC, 5.746%, due 12/25/37		454,267
	241,000	#,C	Credit-Based Asset Servicing and Securitization, LLC, 6.020%, due 12/25/37		236,594
	748,000	C	Equity One, Inc., 5.050%, due 09/25/33		737,852
	163,878	C	Fannie Mae Grantor Trust, 5.460%, due 04/25/35		164,207
	927,000	@@,#,C,S	Hudson Mezzanine Funding, 6.110%, due 06/12/42		515,412
	719,000	C	Merrill Lynch Mortgage Investors, Inc., 5.609%, due 03/25/37		716,661
	4,410	C	Popular Mortgage Pass-Through Trust, 4.000%, due 12/25/34		4,389
	3,000	C	Popular Mortgage Pass-Through Trust, 4.596%, due 11/25/35		2,984
	796,000	C	Renaissance Home Equity Loan Trust, 5.608%, due 05/25/36		793,823
	56,855	C	Residential Asset Mortgage Products, Inc., 5.630%, due 06/25/33		56,911
	534,957	C,S	Structured Asset Securities Corp., 4.910%, due 06/25/33		524,134
	587,945	C	Structured Asset Securities Corp., 6.000%, due 03/25/34		586,988
					8,539,739
			Total Asset-Backed Securities (Cost $14,219,086)		13,738,299
COLLATERALIZED MORTGAGE OBLIGATIONS: 9.4%
	1,130,566	#	Astoria Depositor Corp., 7.902%, due 05/01/21		1,176,495
	173,803	C	Banc of America Alternative Loan Trust, 6.505%, due 04/25/37		174,670

Principal Amount				Value
$	19,918,178	C,^	Banc of America Commercial Mortgage, Inc., 0.465%, due 01/15/49	$	468,723
	100,000	C	Banc of America Commercial Mortgage, Inc., 4.161%, due 12/10/42		97,352
	60,000	C	Banc of America Commercial Mortgage, Inc., 4.429%, due 11/10/39		57,405
	10,000	C	Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42		9,615
	8,690	C	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		8,562
	10,000	C	Banc of America Commercial Mortgage, Inc., 4.877%, due 11/10/42		9,873
	10,000	C	Banc of America Commercial Mortgage, Inc., 4.891%, due 07/10/45		9,681
	516,000	C	Banc of America Commercial Mortgage, Inc., 5.463%, due 09/10/47		493,535
	160,000	C	Banc of America Commercial Mortgage, Inc., 6.186%, due 06/11/35		163,454
	1,689,892	C,S	Banc of America Funding Corp., 5.259%, due 09/20/35		1,635,565
	3,171,117	C,S	Banc of America Funding Corp., 5.655%, due 06/20/37		3,122,916
	2,496,540	C,S	Banc of America Funding Corp., 5.750%, due 09/20/34		2,474,261
	834,932	C	Banc of America Funding Corp., 5.851%, due 05/20/36		826,726
	1,176,000	C	Banc of America Mortgage Securities, Inc., 4.144%, due 07/25/34		1,148,405
	985,920	C	Banc of America Mortgage Securities, Inc., 5.181%, due 09/25/35		958,549
	804,198	C	Banc of America Mortgage Securities, Inc., 5.250%, due 11/25/19		797,500
	826,937	C	Banc of America Mortgage Securities, Inc., 5.500%, due 11/25/33		791,914
	1,678,413	C,S	Banc of America Mortgage Securities, Inc., 5.500%, due 06/25/35		1,666,021
	156,454	C	Bank of America Alternative Loan Trust, 6.500%, due 04/25/36		157,065
	2,278,185	C,S	Bank of America Alternative Loan Trust, 6.500%, due 05/25/46		2,296,546
	253,052	C	Bear Stearns Alternative-A Trust, 5.640%, due 07/25/34		252,737
	7,000	C	Bear Stearns Commercial Mortgage Securities, 3.880%, due 08/13/39		6,892

See Accompanying Notes to Financial Statements
63

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	26,000	C	Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46	$	25,138
	944,266	C	Bear Stearns Commercial Mortgage Securities, 4.170%, due 01/12/41		927,818
	392,000		Bear Stearns Commercial Mortgage Securities, 5.660%, due 09/11/41		381,124
	1,000	C	Capco America Securitization Corp., 6.460%, due 10/15/30		1,012
	2,005,396	C,S	Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31		2,071,365
	2,375,099	C,S	Chase Mortgage Finance Corp., 5.414%, due 12/25/35		2,311,268
	1,421,666	C	Chase Mortgage Finance Corp., 5.500%, due 11/25/35		1,406,572
	814,460	C	Chaseflex Trust, 6.500%, due 02/25/37		818,631
	179,584	C	Citigroup Mortgage Loan Trust, Inc., 5.940%, due 06/25/36		178,933
	2,602,046	C, S	Citigroup Mortgage Loan Trust, Inc., 6.000%, due 11/25/35		2,582,535
	1,028,834	C	Citigroup Mortgage Securities, Inc., 5.500%, due 02/25/22		1,021,906
	15,000	C	Commercial Mortgage Pass -Through Certificates, 3.600%, due 03/10/39		14,623
	25,526	C	Countrywide Alternative Loan Trust, 5.419%, due 10/25/35		24,796
	2,039,317	C,S	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		2,014,279
	124,715	C	Countrywide Alternative Loan Trust, 5.620%, due 02/25/35		124,846
	713,455	C	Countrywide Alternative Loan Trust, 5.909%, due 11/25/46		713,384
	98,641	C	Countrywide Alternative Loan Trust, 6.000%, due 05/25/36		99,143
	572,638	C	Countrywide Home Loan Mortgage Pass-Through Trust, 5.250%, due 10/25/35		540,369
	1,079,605	C,S	Credit Suisse First Boston Mortgage Securities Corp., 3.727%, due 03/15/35		1,045,305
	409,118	C	Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		390,020
	32,000	C	Credit Suisse First Boston Mortgage Securities Corp., 3.861%, due 03/15/36		31,508

Principal Amount				Value
$	10,000	C	Credit Suisse First Boston Mortgage Securities Corp., 4.801%, due 03/15/36	$	9,581
	8,000	C	Credit Suisse First Boston Mortgage Securities Corp., 7.781%, due 04/15/62		8,482
	1,321,683	C	Credit Suisse Mortgage Capital Certificates, 7.000%, due 08/25/36		1,346,619
	39,678	C	DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		39,939
	112,336	C	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32		115,501
	984,389	C	First Horizon Alternative Mortgage Securities, 5.500%, due 08/25/35		969,707
	599,227	C	First Horizon Asset Securities, Inc., 5.390%, due 10/25/35		594,179
	844,338	C	First Horizon Asset Securities, Inc., 5.500%, due 12/25/35		835,586
	1,500,000	C	First Union National Bank Commercial Mortgage, 6.663%, due 01/12/43		1,550,765
	20,340,487	C,^	GE Capital Commercial Mortgage Corp., 0.680%, due 06/10/48		362,651
	739,044	C	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39		726,465
	1,000	C	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39		973
	266,248	C	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		266,659
	1,552,257	C	GMAC Mortgage Corp. Loan Trust, 4.597%, due 10/19/33		1,506,686
	1,764,193	C,S	GMAC Mortgage Corp. Loan Trust, 5.259%, due 03/18/35		1,707,477
	15,704,220	#,C,^	Greenwich Capital Commercial Funding Corp., 0.512%, due 03/10/39		382,544
	870,000	C	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		860,883
	474,000	C	Greenwich Capital Commercial Funding Corp., 5.534%, due 03/10/39		455,107
	240,000	C	Greenwich Capital Commercial Funding Corp., 5.554%, due 03/10/39		230,284
	192,000	C	Greenwich Capital Commercial Funding Corp., 5.613%, due 03/10/39		183,327
	684,000	C	GS Mortgage Securities Corp. II, 5.814%, due 04/10/38		663,368
	1,011,166	#,C,S	GSMPS 2005-RP1 1AF, 5.670%, due 01/25/35		1,015,995

See Accompanying Notes to Financial Statements
64

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	879,412	#,C	GSMPS Mortgage Loan Trust, 5.720%, due 04/25/36	$	878,577
	443,769	C	GSR Mortgage Loan Trust, 5.500%, due 07/25/35		435,957
	319,856	C	Harborview Mortgage Loan Trust, 5.670%, due 01/19/35		321,025
	401,060	C	Homebanc Mortgage Trust, 5.750%, due 08/25/29		401,310
	267,933		JP Morgan Alternative Loan Trust, 5.510%, due 01/25/36		266,695
	60,658,961	C,^	JP Morgan Chase Commercial Mortgage Securities Corp., 0.090%, due 01/12/43		132,485
	15,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.223%, due 01/15/42		14,571
	1,000,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.262%, due 08/12/40		984,182
	152,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.455%, due 05/15/47		147,582
	304,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.495%, due 05/15/47		293,736
	156,267	C	JP Morgan Chase Commercial Mortgage Securities Corp., 6.024%, due 04/15/45		157,573
	877,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 6.052%, due 04/15/45		887,312
	4,080,241	C,^	LB-UBS Commercial Mortgage Trust, 0.675%, due 02/15/40		143,031
	528,000	C	LB-UBS Commercial Mortgage Trust, 4.201%, due 12/15/29		513,962
	1,000	C	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29		987
	635,566	C	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		626,363
	231,000	C	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		215,634
	250,000	C	LB-UBS Commercial Mortgage Trust, 4.885%, due 09/15/30		246,523
	10,000	C	LB-UBS Commercial Mortgage Trust, 4.998%, due 04/15/30		9,738
	340,000	C	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		336,250

Principal Amount				Value
$	620,000	C	LB-UBS Commercial Mortgage Trust, 5.395%, due 04/15/40	$	593,476
	329,000	C	LB-UBS Commercial Mortgage Trust, 5.516%, due 11/15/38		314,102
	246,000	C	LB-UBS Commercial Mortgage Trust, 5.533%, due 02/15/40		235,944
	491,000	C	LB-UBS Commercial Mortgage Trust, 5.563%, due 02/15/40		469,635
	2,212,000	C,S	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		2,271,530
	3,341,773	C,S	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		3,490,995
	522,000	C	MASTR Alternative Loans Trust, 6.250%, due 07/25/36		519,329
	161,323	C	MASTR Alternative Loans Trust, 6.500%, due 05/25/33		161,809
	389,336	C	MASTR Alternative Loans Trust, 8.500%, due 05/25/33		393,021
	14,393,560	#,C,^	Merrill Lynch Mortgage Trust, 0.358%, due 11/12/35		99,116
	3,119,700	C,^	Merrill Lynch/Countrywide Commercial Mortgage Trust, 0.735%, due 08/12/48		130,965
	237,000	C	Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.479%, due 08/12/48		226,040
	264,000	C	Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.509%, due 08/12/48		251,093
	153,488	C	MLCC Mortgage Investors, Inc., 5.640%, due 01/25/29		153,631
	160,000	C	Morgan Stanley Capital I, 5.007%, due 01/14/42		156,005
	1,129,000	C	Mortgage Capital Funding, Inc., 6.663%, due 03/18/30		1,131,869
	136,177	C	MortgageIT Trust, 5.690%, due 11/25/35		136,889
	788,000	C	New York Mortgage Trust, Inc., 5.654%, due 05/25/36		786,009
	500,919	C	Prime Mortgage Trust, 5.820%, due 02/25/35		502,545
	126,563	C	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36		121,876
	600,000	C	Prudential Securities Secured Financing Corp., 6.649%, due 07/15/08		605,121
	1,115,997	C	RAAC Series, 5.250%, due 09/25/34		1,091,259

See Accompanying Notes to Financial Statements
65

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	171,523	C	Sequoia Mortgage Trust, 5.590%, due 01/20/35	$	171,790
	4,530	C	Structured Adjustable Rate Mortgage Loan Trust, 5.630%, due 07/25/35		4,543
	278,842	C	Structured Asset Mortgage Investments, Inc., 5.560%, due 04/19/35		279,538
	70,000	C	Wachovia Bank Commercial Mortgage Trust, 5.285%, due 07/15/42		69,469
	189,000	#,C	Wachovia Bank Commercial Mortgage Trust, 5.368%, due 10/15/44		177,716
	1,601,000	C	Wachovia Bank Commercial Mortgage Trust, 5.368%, due 10/15/44		1,516,194
	1,362,516	C	Washington Mutual Mortgage Pass-Through Certificates, 5.501%, due 01/25/37		1,347,089
	1,031,295	C	Washington Mutual Mortgage Pass-Through Certificates, 5.709%, due 06/25/37		1,022,703
	1,825,000	C	Washington Mutual Mortgage Pass-Through Certificates, 5.901%, due 07/25/37		1,825,000
	1,304,000	C	Washington Mutual Mortgage Pass-Through Certificates, 5.925%, due 07/25/37		1,304,000
	301,447	C	Washington Mutual Mortgage Pass-Through Certificates, 5.000%, due 12/25/18		294,616
	478,987	C	Washington Mutual Mortgage Pass-Through Certificates, 5.630%, due 01/25/45		480,052
	689,131	C	Washington Mutual Mortgage Pass-Through Certificates, 5.750%, due 02/25/36		686,771
	77,530	C	Washington Mutual Mortgage Pass-Through Certificates, 5.795%, due 06/25/44		77,738
	1,149,414	C	Washington Mutual Mortgage Pass-Through Certificates, 5.949%, due 09/25/46		1,148,201
	75,415	C	Washington Mutual Mortgage Pass-Through Certificates, 5.999%, due 05/25/46		75,442
	764,061	C	Washington Mutual Mortgage Pass-Through Certificates, 5.999%, due 06/25/46		765,523

Principal Amount				Value
$	1,686,885	C	Washington Mutual Mortgage Pass-Through Certificates, 6.000%, due 06/25/34	$	1,658,155
	1,161,974	C	Washington Mutual Mortgage Pass-Through Certificates, 6.000%, due 07/25/36		1,160,675
	758,000	C	Washington Mutual, Inc., 3.799%, due 06/25/34		734,540
	1,445,000	C	Wells Fargo Mortgage-Backed Securities Trust, 3.500%, due 06/25/35		1,412,586
	3,165,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.110%, due 06/25/35		3,101,587
	2,225,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.500%, due 08/25/18		2,101,574
	1,245,000	C	Wells Fargo Mortgage-Backed Securities Trust, 4.795%, due 07/25/34		1,209,376
	760,123	C	Wells Fargo Mortgage-Backed Securities Trust, 4.894%, due 08/25/34		740,912
	1,771,435	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.111%, due 03/25/36		1,732,476
	2,531,417	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.386%, due 08/25/35		2,470,809
	1,140,022	C	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 12/25/35		1,091,037
	1,675,620	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 01/25/36		1,598,909
	2,126,955	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.668%, due 12/25/36		2,101,710
	1,581,534	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.950%, due 11/25/36		1,570,163
	2,387,156	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.957%, due 10/25/36		2,369,992
	257,169	C	Wells Fargo Mortgage-Backed Securities Trust, 6.000%, due 06/25/36		256,193
			Total Collateralized Mortgage Obligations (Cost $108,152,858)		106,774,646

See Accompanying Notes to Financial Statements
66

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
MUNICIPAL BONDS: 0.2%
			California: 0.1%
$	836,000	C	City of San Diego, 7.125%, due 06/01/32	$	849,117
					849,117
			Michigan: 0.1%
	1,275,000		Michigan Tobacco Settlement Finance Authority, 7.309%, due 06/01/34		1,301,597
					1,301,597
			Total Municipal Bonds (Cost $2,129,693)		2,150,714
OTHER BONDS: 0.2%
			Foreign Government Bonds: 0.2%
ARS	4,422,200	@@,X	Argentina Bonos, 2.000%, due 09/30/14		1,596,488
MXN	7,710,000	@@	Mexican Bonos, 8.000%, due 12/17/15		727,538
			Total Other Bonds (Cost $2,192,863)		2,324,026
			Total Long-Term Investments (Cost $1,055,828,101)		1,102,328,593
SHORT-TERM INVESTMENTS: 17.5%
			Mutual Fund: 5.5%
$	63,000,000	**	ING Institutional Prime Money Market Fund		63,000,000
			Total Mutual Fund (Cost $63,000,000)		63,000,000
			Foreign Government Securities: 0.4%
JPY	370,000,000	@@,Z	Japan Financing Bills, 0.600%, due 09/03/07		3,001,894
JPY	130,000,000	@@,Z	Japan Government Treasury Bill, 0.690%, due 11/20/07		1,053,017
			Total Foreign Government Securities (Cost $4,146,404)		4,054,911
			Repurchase Agreement: 0.3%
$	2,968,000		Goldman Sachs Repurchase Agreement dated 06/29/07, 5.300%, due 07/02/07, $2,969,311 to be received upon repurchase (Collateralized by $2,999,000 Federal Home Loan Mortgage Corporation, 5.000%, Market Value plus accrued interest $3,027,537, due 02/01/13)		2,968,000
			Total Repurchase Agreement (Cost $2,968,000)		2,968,000

Principal Amount			Value
		Securities Lending Collateralcc: 11.3%
$	128,255,000	The Bank of New York Institutional Cash Reserves Fund	$	128,255,000
		Total Securities Lending Collateral (Cost $128,255,000)		128,255,000
		Total Short-Term Investments (Cost $198,369,404)		198,277,911

Total Investments in Securities (Cost $1,254,197,505)*	114.5	%	$	1,300,606,504
Other Assets and Liabilities - Net	(14.5	)		(164,800,510	)
Net Assets	100.0	%	$	1,135,805,994

@  Non-income producing security

@@  Foreign Issuer

ADR  American Depositary Receipt

MASTR  Mortgage Asset Securitization Transaction, Inc.

#  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. Unless otherwise footnoted, these securities have been determined to be liquid under the guidelines established by the Funds' Board of Directors/Trustees.

C  Bond may be called prior to maturity date.

P  Preferred Stock may be called prior to convertible date.

cc  Securities purchased with cash collateral for securities loaned.

W  When-issued or delayed delivery security

S  All or a portion of 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 June 30, 2007.

**  Investment in affiliate

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

^  Interest Only (IO) Security

Z  Indicates Zero Coupon Bond; rate shown reflects effective yield on the date of purchase

ARS  Argentine Peso

JPY  Japanese Yen

MXN  Mexican Peso

*  Cost for federal income tax purposes is $1,257,375,960.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	60,720,973
Gross Unrealized Depreciation		(17,490,429	)
Net Unrealized Appreciation	$	43,230,544

See Accompanying Notes to Financial Statements
67

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

ING VP Balanced Portfolio Credit Default Swap Agreements Outstanding on June 30, 2007:

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
UBS AG	Bear Stearns Co. Inc. 5.300%, 10/30/15	Sell		0.240	%	03/20/12	USD	2,815,000	$	(24,222	)
Citibank, N.A., New York	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.730	)%	09/20/12	USD	1,134,000		(11,919	)
Citibank, N.A., New York	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.720	)%	09/20/12	USD	194,000		(1,951	)
Merrill Lynch International	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.740	)%	09/20/12	USD	432,000		(4,581	)
Citibank N.A., New York	Citizens Communications 6.250%, 01/15/13	Sell		1.070	%	06/20/12	USD	920,000		(12,543	)
Citibank N.A., New York	CMS Energy Corp. 6.875%, 12/15/15	Sell		0.820	%	03/20/12	USD	190,000		194
Merrill Lynch International	CMS Energy Corp. 6.875%, 12/15/15	Sell		0.840	%	03/20/12	USD	1,020,000		3,760
Morgan Stanley Capital Services Inc.	Domtar Inc. 7.875%, 10/15/11	Buy		(2.650	)%	09/20/11	USD	543,500		(23,834	)
UBS AG	Domtar Inc. 7.875%, 10/15/11	Sell		2.600	%	09/20/11	USD	542,000		26,464
Citibank N.A., New York	Dow Jones CDX.EM.6 Index 5-Year	Buy		(1.400	)%	12/20/11	USD	1,455,000		(679	)
Lehman Brothers Special  Financing Inc.	Dow Jones CDX.NA.HY.7 Index 5-Year	Buy		(3.250	)%	12/20/11	USD	2,426,000		43,139
UBS AG	Dow Jones CDX.NA.HY.7 Index 5-Year	Buy		(3.250	)%	12/20/11	USD	1,502,000		32,679
Citibank N.A., New York	Dow Jones CDX.NA.HY.8 Index 7-Year (0-10% Tranche)	Sell		0.048	%	06/20/14	USD	1,306,000		12,023
Barclays Bank PLC	Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	1,494,000		45,111
Barclays Bank PLC	Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	1,881,000		(35,386	)
Citibank N.A., New York	Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	2,566,000		63,794
UBS AG	Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	1,633,000		771
UBS AG	Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	734,000		861
Citibank N.A., New York	Dow Jones CDX.NA.IG.6 Index 10-Year (7-10% Tranche)	Sell		1.003	%	06/20/16	USD	2,952,000		(102,064	)
Citibank, N.A., New York	Dow Jones CDX.NA.IG.7 Index 10-Year (30-100% Tranche)	Buy		(0.048	)%	12/20/16	USD	6,215,000		10,139
Lehman Brothers Special  Financing Inc.	Dow Jones CDX.NA.IG.7 Index 10-Year (30-100% Tranche)	Buy		(0.048	)%	12/20/16	USD	17,275,000		29,032
Lehman Brothers Special  Financing Inc.	Dow Jones CDX.NA.IG.HVOL.8 Index 5-Year	Buy		(0.750	)%	06/20/12	USD	13,063,000		48,769
UBS AG	Dow Jones CDX.NA.IG.HVOL.8 Index 5-Year	Buy		(0.750	)%	06/20/12	USD	6,404,000		47,150
UBS AG	Dow Jones CDX.NA.IG.HVOL.8 Index 5-Year	Buy		(0.750	)%	06/20/12	USD	3,988,000		13,860
Barclays Bank PLC	Dow Jones CDX.NA.XO.8 Index 5-Year	Buy		(1.400	)%	06/20/12	USD	4,082,000		4,724
Lehman Brothers Special  Financing Inc.	Dow Jones CDX.NA.XO.8 Index 5-Year	Buy		(1.400	)%	06/20/12	USD	3,999,000		45,788
Lehman Brothers Special  Financing Inc.	Exelon Corp. 6.750%, 05/01/11	Buy		(0.640	)%	06/20/12	USD	952,000		(8,799	)
Barclays Bank PLC	Federative Republic of Brazil 12.25%, 03/06/30	Sell		0.240	%	06/20/08	USD	2,799,000		663
Barclays Bank PLC	Federative Republic of Brazil 12.25%, 03/06/30	Buy		(0.725	)%	06/20/12	USD	979,000		862
Lehman Brothers Special Federative Republic of Brazil Financing Inc.	12.25%, 03/06/30	Buy		(0.800	)%	07/20/12	USD	884,000		(2,710	)
UBS AG	Federative Republic of Brazil 12.25%, 03/06/30	Buy		(0.780	)%	07/20/12	USD	4,075,000		-

See Accompanying Notes to Financial Statements
68

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.690	)%	06/20/14	USD	1,101,000	$	282
Morgan Stanley Capital Services Inc.	H.J. Heinz Co. 6.000%, 03/15/08	Buy		(0.350	)%	09/20/11	USD	3,075,000		(4,341	)
Morgan Stanley Capital Services Inc.	H.J. Heinz Co. 6.000%, 03/15/08	Buy		(0.410	)%	09/20/11	USD	3,587,500		(13,264	)
Barclays Bank PLC	Kinder Morgan Inc. 6.500%, 09/01/12	Sell		1.700	%	09/20/11	USD	217,000		7,762
UBS AG	Lehman Brothers Holdings 6.625%, 01/18/12	Sell		0.240	%	03/20/12	USD	2,815,000		(12,638	)
JPMorgan Chase Bank, N.A.,  New York	Macy's Inc. 6.625%, 04/01/11	Buy		(0.980	)%	09/20/12	USD	800,000		(9,794	)
UBS AG	Macy's Inc. 6.625%, 04/01/11	Buy		(0.980	)%	09/20/12	USD	1,600,000		(18,836	)
UBS AG	Morgan Stanley 6.600%, 04/01/12	Sell		0.260	%	03/20/12	USD	4,283,000		(12,127	)
Bear Stearns Credit Products Inc.	Norbord Inc. 7.250%, 07/01/12	Buy		(1.600	)%	06/20/12	USD	929,000		(8,268	)
Credit Suisse International	Norbord Inc. 7.250%, 07/01/12	Buy		(1.450	)%	06/20/14	USD	1,448,000		28,447
JPMorgan Chase Bank, N.A.,  New York	Norbord Inc. 7.250%, 07/01/12	Buy		(1.380	)%	06/20/14	USD	678,000		18,693
JPMorgan Chase Bank, N.A.,   New York	Norbord Inc. 7.250%, 07/01/12	Buy		(2.000	)%	06/20/14	USD	811,000		(5,052	)
Morgan Stanley Capital Services Inc.	Norbord Inc. 7.250%, 07/01/12	Buy		(1.380	)%	06/20/14	USD	1,328,000		34,490
UBS AG	Norbord Inc. 7.250%, 07/01/12	Buy		(1.500	)%	06/20/12	USD	386,000		(2,097	)
UBS AG	Norbord Inc. 7.250%, 07/01/12	Buy		(1.360	)%	06/20/14	USD	545,000		12,015
UBS AG	Russian Federation 5.000% Step, 03/31/30	Sell		0.240	%	08/20/07	USD	2,104,000		2,436
UBS AG	Russian Federation 5.000% Step, 03/31/30	Sell		0.310	%	08/20/07	USD	4,485,000		7,874
Goldman Sachs International	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.040	)%	03/20/14	USD	414,000		2,244
JPMorgan Chase Bank N.A.,   New York	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.890	)%	03/20/14	USD	905,000		13,295
JPMorgan Chase Bank, N.A.,   New York	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.020	)%	03/20/14	USD	1,181,000		8,964
Morgan Stanley Capital Services Inc.	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.900	)%	03/20/14	USD	793,000		8,738
UBS AG	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.900	)%	03/20/14	USD	847,000		8,544
UBS AG	Toll Bros Finance Corp. 6.875%, 11/15/12	Buy		(1.000	)%	06/20/12	USD	1,756,000		12,207
Merrill Lynch International	Transocean Inc. 7.375%, 04/15/18	Buy		(0.330	)%	09/20/12	USD	1,125,000		(4,032	)
UBS AG	Transocean Inc. 7.375%, 04/15/18	Buy		(0.340	)%	09/20/12	USD	970,000		(3,896	)
Merrill Lynch International	TXU Energy Co. 7.000%, 03/15/13	Buy		(1.200	)%	03/20/12	USD	1,463,000		55,948
UBS AG	TXU Energy Co. 7.000%, 03/15/13	Buy		(1.230	)%	03/20/12	USD	279,000		12,672
Barclays Bank PLC	UST Inc. 6.625%, 07/15/12	Buy		(0.300	)%	03/20/14	USD	909,000		(2,603	)
Bear Stearns Credit Products Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.280	)%	03/20/14	USD	2,475,000		8,444
Bear Stearns Credit Products Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.380	)%	03/20/17	USD	1,980,000		11,215
Morgan Stanley Capital Services Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.420	)%	03/20/17	USD	909,000		346
UBS AG	UST Inc. 6.625%, 07/15/12	Buy		(0.280	)%	03/20/14	USD	131,000		137
UBS AG	UST Inc. 6.625%, 07/15/12	Buy		(0.380	)%	03/20/17	USD	160,000		339
Citibank N.A., New York	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.580	)%	03/20/14	USD	157,000		1,185
JPMorgan Chase Bank, N.A.,  New York	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.640	)%	03/20/14	USD	974,000		2,641
Lehman Brothers Special  Financing Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.570	)%	03/20/14	USD	905,000		5,168
Morgan Stanley Capital Services Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.600	)%	03/20/14	USD	1,644,000		8,124

See Accompanying Notes to Financial Statements
69

  PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.880	)%	03/20/17	USD	909,000	$	6,763
Citibank N.A., New York	Williams Partners LP 7.500%, 06/15/11	Sell		1.030	%	03/20/12	USD	1,036,947		16,448
UBS AG	XL Capital Ltd. 5.250%, 09/15/14	Buy		(0.610	)%	09/20/16	USD	1,025,000		(9,577	)
UBS AG	XL Capital Ltd. 5.250%, 09/15/14	Buy		(0.610	)%	09/20/16	USD	2,050,000		(19,155	)
									$	370,836

ING VP Balanced Portfolio Open Futures Contracts on June 30, 2007:

Contract Description	Number of Contracts		Notional Market Value ($)			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
Russell 2000		1		421,050		09/20/07	$	5,497
Russell Mini		7		589,470		09/21/07		83
S&P 400 E-Mini		7		632,940		09/21/07		(1,953	)
S&P 500		19		7,198,150		09/20/07		(103,118	)
U.S. Treasury 2-Year Note		20		4,075,625		09/28/07		7,450
U.S. Treasury 5-Year Note		96		9,991,500		09/28/07		(35,161	)
U.S. Treasury Long Bond		227		24,459,250		09/19/07		12,568
							$	(114,634	)
Short Contracts
U.S. Treasury 10-Year Note		50		(5,285,157	)	09/19/07	$	(20,438	)
							$	(20,438	)

See Accompanying Notes to Financial Statements
70

  PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED)

Shares				Value
COMMON STOCK: 97.3%
			Aerospace/Defense: 1.9%
	953,550	@,L	BE Aerospace, Inc.	$	39,381,615
	204,000		Boeing Co.		19,616,640
					58,998,255
			Agriculture: 1.9%
	808,250		Altria Group, Inc.		56,690,655
					56,690,655
			Apparel: 1.4%
	1,135,800	L	Liz Claiborne, Inc.		42,365,340
					42,365,340
			Auto Parts & Equipment: 0.5%
	465,500	@,L	Goodyear Tire & Rubber Co.		16,180,780
					16,180,780
			Banks: 3.2%
	238,900		Bank of America Corp.		11,679,821
	251,500	@	Bank of New York Co., Inc.		10,422,160
	1,045,018		People's United Financial, Inc.		18,528,169
	250,400	L	PNC Financial Services Group, Inc.		17,923,632
	377,700		State Street Corp.		25,834,680
	371,900	L	Wells Fargo & Co.		13,079,723
					97,468,185

Shares				Value
			Beverages: 0.9%
	725,250	@@	Fomento Economico Mexicano SA de CV ADR	$	28,516,830
					28,516,830
			Biotechnology: 0.6%
	281,900	@,L	Genzyme Corp.		18,154,360
					18,154,360
			Commercial Services: 1.1%
	1,110,600	@,L	Quanta Services, Inc.		34,062,102
					34,062,102
			Computers: 2.5%
	1,226,200	@	Dell, Inc.		35,008,010
	471,000		Hewlett-Packard Co.		21,016,020
	901,100	@@,L	Seagate Technology, Inc.		19,616,947
					75,640,977
			Cosmetics/ Personal Care: 2.0%
	971,596		Procter & Gamble Co.		59,451,959
					59,451,959
			Diversified Financial Services: 7.7%
	89,100		Bear Stearns Cos., Inc.		12,474,000
	173,400	@	Blackstone Group LP		5,075,418
	1,189,100		Citigroup, Inc.		60,988,939
	1,378,067	@,L	E*Trade Financial Corp.		30,441,500
	1,758,800	@@	Invesco PLC		22,662,264
	811,200		JP Morgan Chase & Co.		39,302,640
	558,900		Merrill Lynch & Co., Inc.		46,712,862
	783,000	@,L	TD Ameritrade Holding Corp.		15,660,000
					233,317,623
			Electric: 3.1%
	661,900	L	Centerpoint Energy, Inc.		11,517,060
	120,000	L	DTE Energy Co.		5,786,400
	350,550	L	Exelon Corp.		25,449,930
	509,746	@	Mirant Corp.		21,740,667
	722,550	@,L	NRG Energy, Inc.		30,036,404
					94,530,461
			Electrical Components & Equipment: 1.1%
	444,050	@,L	General Cable Corp.		33,636,788
					33,636,788
			Engineering & Construction: 1.1%
	324,236	@	Foster Wheeler Ltd.		34,690,010
					34,690,010
			Entertainment: 1.4%
	762,300	L	International Game Technology		30,263,310
	101,147	@,L	Penn National Gaming, Inc.		6,077,923
	209,200	L	Regal Entertainment Group		4,587,756
					40,928,989
			Environmental Control: 0.8%
	630,550		Waste Management, Inc.		24,622,978
					24,622,978

See Accompanying Notes to Financial Statements
71

  PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Food: 1.5%
	1,276,175		Kraft Foods, Inc.	$	44,985,169
					44,985,169
			Healthcare-Products: 3.4%
	950,500		Johnson & Johnson		58,569,810
	1,052,100	@,L	St. Jude Medical, Inc.		43,651,629
					102,221,439
			Healthcare-Services: 1.2%
	527,747	@,L	Covance, Inc.		36,182,334
					36,182,334
			Insurance: 5.6%
	916,100		American International Group, Inc.		64,154,483
	231,150	L	MBIA, Inc.		14,382,153
	384,000		Principal Financial Group		22,383,360
	441,950		Protective Life Corp.		21,129,630
	565,000	@@	Willis Group Holdings Ltd.		24,893,900
	746,300		WR Berkley Corp.		24,284,602
					171,228,128
			Internet: 1.8%
	102,500	@	Google, Inc.		53,646,450
					53,646,450
			Investment Companies: 1.4%
	1,948,724	@@	KKR Private Equity Investors LP		43,846,290
					43,846,290
			Iron/Steel: 1.3%
	373,250	L	Allegheny Technologies, Inc.		39,146,460
					39,146,460
			Lodging: 0.7%
	275,200	@,L	MGM Mirage		22,698,496
					22,698,496
			Media: 1.9%
	1,972,550		News Corp., Inc.-Class A		41,837,786
	395,000	@,L	Time Warner Cable, Inc.		15,472,150
					57,309,936
			Metal Fabricate/ Hardware: 1.8%
	437,900	L	Precision Castparts Corp.		53,143,544
					53,143,544
			Mining: 1.8%
	200,600	@@	Alcan, Inc.		16,308,780
	418,200		Alcoa, Inc.		16,949,646
	250,600		Freeport-McMoRan Copper & Gold, Inc.		20,754,692
					54,013,118
			Miscellaneous Manufacturing: 5.6%
	863,400		Cooper Industries Ltd.		49,291,506
	427,750		Danaher Corp.		32,295,125
	1,428,376		General Electric Co.		54,678,233
	584,900		Roper Industries, Inc.		33,397,790
					169,662,654

Shares				Value
			Oil & Gas: 8.6%
	481,250		ConocoPhillips	$	37,778,125
	1,383,600		ExxonMobil Corp.		116,056,368
	635,100	@,L	Plains Exploration & Production Co.		30,364,131
	324,550	@	Southwestern Energy Co.		14,442,475
	475,900	@	Todco		22,467,239
	363,250		Valero Energy Corp.		26,829,645
	224,500		XTO Energy, Inc.		13,492,450
					261,430,433
			Oil & Gas Services: 1.9%
	669,154	L	Schlumberger Ltd.		56,837,941
					56,837,941
			Pharmaceuticals: 5.8%
	832,250		Abbott Laboratories		44,566,988
	216,198	@,L	Gilead Sciences, Inc.		8,381,996
	236,202	@	Medco Health Solutions, Inc.		18,421,394
	798,700		Merck & Co., Inc.		39,775,260
	871,000	L	Omnicare, Inc.		31,408,260
	599,300		Wyeth		34,363,862
					176,917,760
			Retail: 6.1%
	940,800		Best Buy Co., Inc.		43,907,136
	374,800	@,L	Childrens Place Retail Stores, Inc.		19,354,672
	1,162,400	L	CVS Corp.		42,369,480
	743,450		Home Depot, Inc.		29,254,758
	622,300		Macy's, Inc.		24,755,094
	542,300		Wal-Mart Stores, Inc.		26,090,053
					185,731,193
			Semiconductors: 3.9%
	3,126,800		Intel Corp.		74,292,763
	355,750		Maxim Integrated Products		11,885,608
	2,850,680	@@,L	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		31,728,068
					117,906,439
			Software: 4.2%
	966,100	@,L	Activision, Inc.		18,037,087
	293,350	@	Adobe Systems, Inc.		11,778,003
	143,100	@,L	Electronic Arts, Inc.		6,771,492
	528,450	@@	Infosys Technologies Ltd. ADR		26,623,311
	1,202,282		Microsoft Corp.		35,431,251
	1,493,400	@	Oracle Corp.		29,434,914
					128,076,058
			Telecommunications: 7.6%
	1,278,150	@	Arris Group, Inc.		22,482,659
	643,050	@	Ciena Corp.		23,233,397
	2,294,000	@	Cisco Systems, Inc.		63,887,900
	151,100	@,L	CommScope, Inc.		8,816,685
	1,888,650	@@,L	Deutsche Telekom AG ADR		34,770,047
	990,400		Qualcomm, Inc.		42,973,456
	874,500		Verizon Communications, Inc.		36,003,164
					232,167,308
			Total Common Stock (Cost $2,533,635,171)		2,956,407,442

See Accompanying Notes to Financial Statements
72

  PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

# of Contracts				Value
PURCHASED OPTIONS: 0.0%
	95,000		Call Option-OTC Allegheny Technologies Inc. Strike @ $125.00- Exp 07/20/07	$	10
			Total Purchased Options (Cost $99,750)		10
Principal Amount				Value
CONVERTIBLE BONDS: 0.0%
			Electric: 0.0%
$	20,000,000	L,Z	Mirant Corp.-Escrow (In Default), Discount Note, due 06/15/21		—
			Total Convertible Bonds (Cost $ — )		—
CORPORATE BONDS/NOTES: 0.0%
			Electric: 0.0%
	10,000,000	Z	Southern Energy Escrow, Discount Note, due 07/15/09		—
			Total Corporate Bonds/Notes (Cost $ — )		—
			Total Long-Term Investments (Cost $2,533,734,921)		2,956,407,452
SHORT-TERM INVESTMENTS: 14.5%
Shares				Value
			Mutual Fund: 2.0%
	60,000,000	**,S	ING Institutional Prime Money Market Fund		60,000,000
			Total Mutual Fund (Cost $60,000,000)		60,000,000
Principal Amount				Value
			Repurchase Agreement: 0.3%
$	10,114,000		Goldman Sachs Repurchase Agreement dated 06/29/07, 5.300%, due 07/02/07, $10,118,467 to be received upon repurchase (Collateralized by $10,244,000 various U.S. Government Agency Obligations, 4.000%-4.000%, Market Value plus accrued interest $10,316,288, d		10,114,000
			Total Repurchase Agreement (Cost $10,114,000)		10,114,000

Principal Amount			Value
		Securities Lending Collateralcc: 12.2%
$	371,430,000	The Bank of New York Institutional Cash Reserves Fund	$	371,430,000
		Total Securities Lending Collateral (Cost $371,430,000)		371,430,000
		Total Short-Term Investments (Cost $441,544,000)		441,544,000

Total Investments in Securities (Cost $2,975,278,921)*	111.8	%	$	3,397,951,452
Other Assets and Liabilities - Net	(11.8	)		(359,972,096	)
Net Assets	100.0	%	$	3,037,979,356

@  Non-income producing security

@@  Foreign Issuer

ADR  American Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

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

L  Loaned security, a portion or all of the security is on loan at June 30, 2007.

**  Investment in affiliate

Z  Indicates Zero Coupon Bond; rate shown reflects effective yield on the date of purchase

*  Cost for federal income tax purposes is $2,982,394,479.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	445,989,183
Gross Unrealized Depreciation		(30,432,209	)
Net Unrealized Appreciation $4		15,556,973

See Accompanying Notes to Financial Statements
73

  PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

ING VP Growth and Income Portfolio Open Futures Contracts on June 30, 2007

Contract Description	Number of Contracts		Notional Market Value ($)		Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
S&P 500		55		20,836,750	09/20/07	$	60,946
						$	60,946

ING VP Growth and Income Portfolio Written Options Outstanding on June 30, 2007:

Description/Name of Issuer	Strike Price ($)		Expiration Date	# of Contracts			Premium Received			Value
Call Option OTC - Mirant Corp.		49.000	09/21/07		(165,000	)	$	(245,850	)	$	(132,000	)
Call Option OTC - Allegheny Technologies Inc.		125.000	07/20/07		(95,000	)		(367,650	)		(10	)
Call Option OTC - Allegheny Technologies Inc.		130.000	10/19/07		(95,000	)		(351,500	)		(186,000	)
Call Option OTC - Precision Castparts Corp.		125.000	07/20/07		(69,000	)		(173,880	)		(89,700	)
							$	(1,138,880	)	$	(407,710	)

See Accompanying Notes to Financial Statements
74

  PORTFOLIO OF INVESTMENTS
ING VP GROWTH PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED)

Shares				Value
COMMON STOCK: 99.5%
			Agriculture: 2.4%
$	70,600		Altria Group, Inc.	$	4,951,884
					4,951,884
			Apparel: 2.7%
	75,800	@	Coach, Inc.		3,592,162
	41,100		Guess ?, Inc.		1,974,444
					5,566,606
			Banks: 1.3%
	64,000	@	Bank of New York Co., Inc.		2,652,160
					2,652,160
			Chemicals: 3.0%
	90,740		Monsanto Co.		6,128,580
					6,128,580
			Coal: 1.7%
	73,500	L	Peabody Energy Corp.		3,555,930
					3,555,930
			Commercial Services: 3.7%
	90,700	@@	Accenture Ltd.		3,890,123
	25,700		McKesson Corp.		1,532,748
	69,300	@,L	Quanta Services, Inc.		2,125,431
					7,548,302
			Computers: 6.9%
	37,700	@	Apple, Inc.		4,600,908
	119,900		Hewlett-Packard Co.		5,349,938
	71,800	@	Network Appliance, Inc.		2,096,560

Shares				Value
	9,900	@,@@	Research In Motion Ltd.	$	1,979,901
					14,027,307
			Cosmetics/Personal Care: 1.7%
	91,600		Avon Products, Inc.		3,366,300
					3,366,300
			Diversified Financial Services: 9.6%
	105,280		American Express Co.		6,441,030
	41,700	@,L	Blackstone Group LP		1,220,559
	159,410		Charles Schwab Corp.		3,271,093
	22,600		Goldman Sachs Group, Inc.		4,898,550
	46,600		Morgan Stanley		3,908,808
					19,740,040
			Electric: 1.4%
	134,700	@	AES Corp.		2,947,236
					2,947,236
			Engineering & Construction: 1.9%
	46,800	@	McDermott International, Inc.		3,890,016
					3,890,016
			Food: 1.0%
	39,000	L	Kellogg Co.		2,019,810
					2,019,810
			Healthcare-Products: 5.0%
	63,400		Baxter International, Inc.		3,571,956
	63,500	@,L	St. Jude Medical, Inc.		2,634,615
	46,460	@	Zimmer Holdings, Inc.		3,943,989
					10,150,560
			Household Products/Wares: 1.4%
	46,500		Clorox Co.		2,887,650
					2,887,650
			Insurance: 2.5%
	30,300		AMBAC Financial Group, Inc.		2,641,857
	43,200		Principal Financial Group		2,518,128
					5,159,985
			Internet: 4.0%
	10,160	@	Google, Inc.		5,317,541
	91,500	@,L	VeriSign, Inc.		2,903,295
					8,220,836
			Media: 5.1%
	189,550	@,L	Comcast Corp.-Class A		5,330,146
	109,400	L	News Corp., Inc.-Class B		2,509,636
	72,800		Walt Disney Co.		2,485,392
					10,325,174
			Metal Fabricate/Hardware: 1.6%
	26,300		Precision Castparts Corp.		3,191,768
					3,191,768
			Mining: 2.1%
	52,100		Freeport-McMoRan Copper & Gold, Inc.		4,314,922
					4,314,922
			Miscellaneous Manufacturing: 6.8%
	59,900		Cooper Industries Ltd.		3,419,691

See Accompanying Notes to Financial Statements
75

  PORTFOLIO OF INVESTMENTS
ING VP GROWTH PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Miscellaneous Manufacturing (continued)
	94,794		Danaher Corp.	$	7,156,947
	59,500		Roper Industries, Inc.		3,397,450
					13,974,088
			Oil & Gas: 1.6%
	39,600		ExxonMobil Corp.		3,321,648
					3,321,648
			Oil & Gas Services: 2.2%
	26,000	@	Cameron International Corp.		1,858,220
	25,100	@	National Oilwell Varco, Inc.		2,616,424
					4,474,644
			Packaging & Containers: 1.1%
	71,800	@	Pactiv Corp.		2,289,702
					2,289,702
			Pharmaceuticals: 8.5%
	118,200		Abbott Laboratories		6,329,610
	68,838	@	Express Scripts, Inc.		3,442,588
	64,200	@	Gilead Sciences, Inc.		2,489,034
	61,500		Merck & Co., Inc.		3,062,700
	51,900	@@	Teva Pharmaceutical Industries Ltd. ADR		2,140,875
					17,464,807
			Retail: 5.3%
	98,500	@	GameStop Corp.		3,851,350
	50,400		McDonald's Corp.		2,558,304
	55,800	L	Nordstrom, Inc.		2,852,496
	74,900	@,L	Saks, Inc.		1,599,115
					10,861,265
			Semiconductors: 4.7%
	130,300	L	Altera Corp.		2,883,539
	68,400	@,L	Nvidia Corp.		2,825,604
	359,404	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		4,000,167
					9,709,310
			Software: 3.2%
	131,300	@,L	Activision, Inc.		2,451,371
	137,010		Microsoft Corp.		4,037,685
					6,489,056
			Telecommunications: 7.1%
	280,100	@	Cisco Systems, Inc.		7,800,785
	32,700	@,L	NII Holdings, Inc.		2,640,198
	94,300		Qualcomm, Inc.		4,091,677
					14,532,660
			Total Common Stock (Cost $187,146,334)		203,762,246
SHORT-TERM INVESTMENTS: 13.9%
			Mutual Fund: 0.5%
	1,000,000	**	ING Institutional Prime Money Market Fund		1,000,000
			Total Mutual Fund (Cost $1,000,000)		1,000,000

Principal Amount			Value
		Repurchase Agreement: 0.3%
$	512,000	Morgan Stanley Repurchase Agreement dated 06/29/07, 5.300%, due 07/02/07, $512,226 to be received upon repurchase (Collateralized by $1,100,000 Resolution Funding Corporation, Discount Note, Market Value $524,271, due 01/15/21)	$	512,000
		Total Repurchase Agreement (Cost $512,000)		512,000
		Securities Lending Collateralcc: 13.1%
	26,886,000	The Bank of New York Institutional Cash Reserves Fund		26,886,000
		Total Securities Lending Collateral (Cost $26,886,000)		26,886,000
		Total Short-Term Investments (Cost $28,398,000)		28,398,000

Total Investments in Securities (Cost $215,544,334)*	113.4	%	$	232,160,246
Other Assets and Liabilities - Net	(13.4	)		(27,361,706	)
Net Assets	100.0	%	$	204,798,540

@  Non-income producing security

@@  Foreign Issuer

ADR  American Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

L  Loaned security, a portion or all of the security is on loan at June 30, 2007.

**  Investment in affiliate

*  Cost for federal income tax purposes is $215,859,903.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	18,340,030
Gross Unrealized Depreciation		(2,039,687	)
Net Unrealized Appreciation	$	16,300,343

See Accompanying Notes to Financial Statements
76

  PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED)

Shares				Value
COMMON STOCK: 95.6%
			Aerospace/Defense: 2.6%
	80,800		DRS Technologies, Inc.	$	4,627,416
	108,500	@	Moog, Inc.		4,785,935
	128,700	@	Teledyne Technologies, Inc.		5,913,765
					15,327,116
			Apparel: 2.3%
	102,800	@,@@,L	Gildan Activewear, Inc.		3,525,012
	93,300	L	Phillips-Van Heusen		5,651,181
	141,800	@	Steven Madden Ltd.		4,645,368
					13,821,561
			Banks: 5.5%
	573,000	L	Bank Mutual Corp.		6,606,690
	64,603	L	Citizens Banking Corp.		1,182,235
	151,700	L	FirstMerit Corp.		3,175,081
	143,000		Provident Bankshares Corp.		4,687,540
	148,000	@,L	Signature Bank		5,046,800
	374,000	@,L	Superior Bancorp.		3,826,020
	115,210	L	UMB Financial Corp.		4,247,793
	129,600		Whitney Holding Corp.		3,900,960
					32,673,119
			Biotechnology: 1.1%
	69,900	@,L	Alexion Pharmaceuticals, Inc.		3,149,694
	363,900	@,L	Human Genome Sciences, Inc.		3,245,988
					6,395,682
			Building Materials: 0.9%
	236,700	@,I	Dayton Superior Corp.		3,195,450
	106,300		Gibraltar Industries, Inc.		2,354,545
					5,549,995

Shares				Value
			Chemicals: 3.3%
	108,800		Albemarle Corp.	$	4,192,064
	55,200		Cytec Industries, Inc.		3,520,104
	135,000	@,L	Terra Industries, Inc.		3,431,700
	270,500		UAP Holding Corp.		8,152,870
					19,296,738
			Commercial Services: 2.7%
	35,000	@,L	Advisory Board Co.		1,944,600
	87,100		Arbitron, Inc.		4,488,263
	90,700	@,L	Exponent, Inc.		2,028,959
	162,900	@,L	Geo Group, Inc.		4,740,390
	127,710	@	Live Nation, Inc.		2,858,150
					16,060,362
			Computers: 4.2%
	58,200	@,L	CACI International, Inc.		2,843,070
	114,700	@,L	Electronics for Imaging		3,236,834
	222,800	@,L	Komag, Inc.		7,105,092
	80,900	@,@@,L	Logitech International		2,134,951
	102,600	@	Mentor Graphics Corp.		1,351,242
	80,100	@,L	Micros Systems, Inc.		4,357,440
	320,200	@	Radisys Corp.		3,970,480
					24,999,109
			Distribution/Wholesale: 1.6%
	341,360	@,L	Brightpoint, Inc.		4,707,354
	130,200	L	Owens & Minor, Inc.		4,549,188
					9,256,542
			Diversified Financial Services: 1.6%
	103,950	@	Investment Technology Group, Inc.		4,504,154
	187,200		Waddell & Reed Financial, Inc.		4,869,072
					9,373,226
			Electric: 2.2%
	83,100	L	Idacorp, Inc.		2,662,524
	120,800		ITC Holdings Corp.		4,908,104
	185,500		Portland General Electric Co.		5,090,120
					12,660,748
			Electrical Components & Equipment: 0.6%
	81,200		Ametek, Inc.		3,222,016
					3,222,016
			Electronics: 3.7%
	179,600	@	Benchmark Electronics, Inc.		4,062,552
	97,600	@,L	Cymer, Inc.		3,923,520
	222,200	@,L	Kemet Corp.		1,566,510
	61,200	@	Thomas & Betts Corp.		3,549,600
	122,787	@	Trimble Navigation Ltd.		3,953,741
	86,800	@	Varian, Inc.		4,759,244
					21,815,167
			Engineering & Construction: 0.7%
	52,300	@,L	Washington Group International, Inc.		4,184,523
					4,184,523
			Entertainment: 1.0%
	191,700	@,L	Macrovision Corp.		5,762,502
					5,762,502

See Accompanying Notes to Financial Statements
77

  PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Environmental Control: 0.7%
	138,200	@	Waste Connections, Inc.	$	4,179,168
					4,179,168
			Food: 0.6%
	82,500		Corn Products International, Inc.		3,749,625
					3,749,625
			Gas: 2.3%
	100,759	L	New Jersey Resources Corp.		5,140,724
	160,700		Vectren Corp.		4,327,651
	126,500		WGL Holdings, Inc.		4,128,960
					13,597,335
			Healthcare-Products: 2.6%
	99,900		Cooper Cos., Inc.		5,326,668
	115,500	@,L	DJO, Inc.		4,766,685
	107,100	@,L	Kyphon, Inc.		5,156,865
					15,250,218
			Healthcare-Services: 2.6%
	82,726	@,L	Amedisys, Inc.		3,005,436
	5,063	@	LHC Group, Inc.		132,651
	96,100	@,L	Magellan Health Services, Inc.		4,465,767
	53,900	@	Pediatrix Medical Group, Inc.		2,972,585
	134,700	@,L	Psychiatric Solutions, Inc.		4,884,222
					15,460,661
			Housewares: 1.4%
	143,000	L	Toro Co.		8,421,270
					8,421,270
			Insurance: 7.6%
	150,300	L	American Equity Investment Life Holding Co.		1,815,624
	206,586	@@	Aspen Insurance Holdings Ltd.		5,798,869
	293,140	@,L	First Mercury Financial Corp.		6,147,146
	145,800		Ohio Casualty Corp.		6,314,598
	42,800		PMI Group, Inc.		1,911,876
	79,600	@,L	ProAssurance Corp.		4,431,332
	458,933	@,@@,L	RAM Holdings Ltd.		7,228,192
	121,364		Safety Insurance Group, Inc.		5,024,470
	143,600	@@	Security Capital Assurance Ltd.		4,432,932
	46,900	@,L	Triad Guaranty, Inc.		1,872,717
					44,977,756
			Leisure Time: 1.4%
	174,500	@	K2, Inc.		2,650,655
	103,500	@,L	Life Time Fitness, Inc.		5,509,305
					8,159,960
			Machinery-Diversified: 2.2%
	148,667	@,L	Intermec, Inc.		3,762,762
	65,300		Nordson Corp.		3,275,448
	46,200		Tennant Co.		1,686,300
	118,800		Wabtec Corp.		4,339,764
					13,064,274
			Media: 1.3%
	167,900		Entercom Communications Corp.		4,179,031
	201,200	L	GateHouse Media, Inc.		3,732,260
					7,911,291
			Metal Fabricate/Hardware: 0.6%
	110,700		Commercial Metals Co.		3,738,339
					3,738,339

Shares				Value
			Miscellaneous Manufacturing: 0.8%
	141,600	L	Barnes Group, Inc.	$	4,485,888
					4,485,888
			Oil & Gas: 3.0%
	114,700	@,L	Carrizo Oil & Gas, Inc.		4,756,609
	143,600	@,L	Denbury Resources, Inc.		5,385,000
	238,800	@,L	EXCO Resources, Inc.		4,164,672
	158,100	@,L	Parallel Petroleum Corp.		3,462,390
					17,768,671
			Oil & Gas Services: 3.2%
	55,400	@,@@,L	Core Laboratories NV		5,633,626
	43,300	@	FMC Technologies, Inc.		3,430,226
	216,700	@	Global Industries Ltd.		5,811,894
	102,800	@,@@	North American Energy Partners, Inc.		2,082,728
	58,400	@,L	Tetra Technologies, Inc.		1,646,880
					18,605,354
			Packaging & Containers: 1.2%
	182,800	@	Crown Holdings, Inc.		4,564,516
	41,600		Silgan Holdings, Inc.		2,299,648
					6,864,164
			Pharmaceuticals: 1.9%
	19,700	@,L	Alkermes, Inc.		287,620
	172,100	@,L	BioMarin Pharmaceuticals, Inc.		3,087,474
	91,100	@,L	Cubist Pharmaceuticals, Inc.		1,795,581
	36,732	@	HealthExtras, Inc.		1,086,533
	85,700	@,L	Sciele Pharma, Inc.		2,019,092
	59,400	@,L	USANA Health Sciences, Inc.		2,657,556
					10,933,856
			Real Estate: 0.8%
	41,075		Jones Lang LaSalle, Inc.		4,662,013
					4,662,013
			Real Estate Investment Trusts: 4.3%
	489,900		American Financial Realty Trust		5,055,768
	398,900		Ashford Hospitality Trust, Inc.		4,691,064
	167,500		BioMed Realty Trust, Inc.		4,207,600
	184,700		Lexington Corporate Properties Trust		3,841,760
	101,100	L	Nationwide Health Properties, Inc.		2,749,920
	286,400		U-Store-It Trust		4,694,096
					25,240,208
			Retail: 6.1%
	188,900		Casey's General Stores, Inc.		5,149,414
	76,700	@,L	JOS A Bank Clothiers, Inc.		3,180,749
	49,900		Longs Drug Stores Corp.		2,620,748
	82,000	@,L	Pantry, Inc.		3,780,200
	145,000	@	Papa John's International, Inc.		4,170,200
	92,100		Regis Corp.		3,522,825
	198,800	@,L	Ruth's Chris Steak House		3,377,612
	254,250		Stage Stores, Inc.		5,329,080
	113,900	@,L	Tween Brands, Inc.		5,079,940
					36,210,768
			Savings & Loans: 2.7%
	291,500		First Niagara Financial Group, Inc.		3,818,650

See Accompanying Notes to Financial Statements
78

  PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Savings & Loans (continued)
	472,600	L	NewAlliance Bancshares, Inc.	$	6,956,672
	510,000		Westfield Financial, Inc.		5,084,700
					15,860,022
			Semiconductors: 3.8%
	150,000	@,L	Axcelis Technologies, Inc.		973,500
	144,600	@	DSP Group, Inc.		2,959,962
	472,700	@,L	Entegris, Inc.		5,615,676
	97,000	@,L	Fairchild Semiconductor International, Inc.		1,874,040
	114,400	@,L	Formfactor, Inc.		4,381,520
	122,000		Micrel, Inc.		1,551,840
	99,700	@,L	Microsemi Corp.		2,387,815
	227,900	@,L	ON Semiconductor Corp.		2,443,088
					22,187,441
			Software: 3.0%
	308,300	@	Ansys, Inc.		8,169,950
	232,100	@,L	Informatica Corp.		3,428,117
	138,550	@	THQ, Inc.		4,228,546
	46,900	@,L	Verifone Holdings, Inc.		1,653,225
					17,479,838
			Storage/Warehousing: 0.7%
	148,400	@,L	Mobile Mini, Inc.		4,333,280
					4,333,280
			Telecommunications: 3.8%
	323,200		Alaska Communications Systems Group, Inc.		5,119,488
	174,100	@,L	Foundry Networks, Inc.		2,900,506
	172,600	@,L	NeuStar, Inc.		5,000,222
	71,000		Otelco, Inc.		1,391,600
	34,800	@,L	Polycom, Inc.		1,169,280
	203,400	@,L	RCN Corp.		3,821,886
	90,000	@,L	SBA Communications Corp.		3,023,100
					22,426,082
			Textiles: 0.2%
	34,500		G&K Services, Inc.		1,363,095
					1,363,095
			Transportation: 1.7%
	103,800	@,L	American Commercial Lines, Inc.		2,703,990
	115,900	@	HUB Group, Inc.		4,075,044
	61,000	@	Kirby Corp.		2,341,790
	47,700		Pacer International, Inc.		1,121,904
					10,242,728
			Trucking & Leasing: 1.1%
	241,400	@@	Genesis Lease Ltd. ADR		6,614,360
					6,614,360
			Total Common Stock (Cost $495,668,949 )		564,186,071
EXCHANGE-TRADED FUNDS: 1.0%
			Exchange-Traded Funds: 1.0%
	71,628	L	iShares Russell 2000 Index Fund		5,942,259
			Total Exchange-Traded Funds (Cost $5,597,533)		5,942,259
			Total Long-Term Investments (Cost $501,266,482)		570,128,330

Shares				Value
SHORT-TERM INVESTMENTS: 26.4%
			Mutual Fund: 3.7%
	22,000,000	**	ING Institutional Prime Money Market Fund	$	22,000,000
			Total Mutual Fund (Cost $22,000,000)		22,000,000

Principal Amount			Value
		Repurchase Agreement: 0.3%
$	1,634,000	Morgan Stanley Repurchase Agreement dated 06/29/07, 5.300%, due 07/02/07, $1,634,722 to be received upon repurchase (Collateralized by $3,500,000 Resolution Funding Corporation, Discount Note, Market Value $1,668,135, due 01/15/21)		1,634,000
		Total Repurchase Agreement (Cost $1,634,000)		1,634,000
		Securities Lending Collateralcc: 22.4%
	131,970,000	The Bank of New York Institutional Cash Reserves Fund		131,970,000
				131,970,000
		Total Securities Lending Collateral (Cost $131,970,000)		131,970,000
		Total Short-Term Investments (Cost $155,604,000)		155,604,000

Total Investments in Securities (Cost $656,870,482)*	123.0	%	$	725,732,330
Other Assets and Liabilities - Net	(23.0	)		(135,826,498	)
Net Assets	100.0	%	$	589,905,832

@  Non-income producing security

@@  Foreign Issuer

ADR  American Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

I  Illiquid security

L  Loaned security, a portion or all of the security is on loan at June 30, 2007.

**  Investment in affiliate

*  Cost for federal income tax purposes is $657,631,044.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	79,740,107
Gross Unrealized Depreciation		(11,638,821	)
Net Unrealized Appreciation	$	68,101,286

See Accompanying Notes to Financial Statements
79

  PORTFOLIO OF INVESTMENTS
ING VP VALUE OPPORTUNITY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED)

Shares				Value
COMMON STOCK: 98.1%
			Aerospace/Defense: 0.8%
	23,400		United Technologies Corp.	$	1,659,762
					1,659,762
			Agriculture: 3.5%
	50,900		Altria Group, Inc.		3,570,126
	42,700		Loews Corp.		3,299,429
					6,869,555
			Airlines: 1.4%
	58,800	@,L	AMR Corp.		1,549,380
	28,600	@,L	UAL Corp.		1,160,874
					2,710,254
			Apparel: 1.8%
	95,900	L	Liz Claiborne, Inc.		3,577,070
					3,577,070
			Auto Manufacturers: 0.7%
	37,500	L	General Motors Corp.		1,417,500
					1,417,500
			Auto Parts & Equipment: 2.0%
	112,300	@,L	Goodyear Tire & Rubber Co.		3,903,548
					3,903,548
			Banks: 7.1%
	93,600		Bank of America Corp.		4,576,104
	72,400	@	Bank of New York Co., Inc.		3,000,256
	27,100		Commerce Bancorp., Inc.		1,002,429
	70,900		People's United Financial, Inc.		1,257,057

Shares				Value
	114,000		Wells Fargo & Co.	$	4,009,380
					13,845,226
			Beverages: 3.3%
	42,400		Coca-Cola Co.		2,217,944
	55,500	@@	Fomento Economico Mexicano SA de CV ADR		2,182,260
	22,145		Molson Coors Brewing Co.		2,047,527
					6,447,731
			Chemicals: 1.5%
	17,200		Air Products & Chemicals, Inc.		1,382,364
	52,263	L	HB Fuller Co.		1,562,141
					2,944,505
			Coal: 1.0%
	39,300		Peabody Energy Corp.		1,901,334
					1,901,334
			Computers: 1.8%
	54,400		Hewlett-Packard Co.		2,427,328
	214,500	@	Sun Microsystems, Inc.		1,128,270
					3,555,598
			Cosmetics/Personal Care: 2.2%
	71,800		Procter & Gamble Co.		4,393,442
					4,393,442
			Diversified Financial Services: 17.0%
	14,600	@,L	Affiliated Managers Group, Inc.		1,879,896
	18,900		Bear Stearns Cos., Inc.		2,646,000
	39,900	@,L	Blackstone Group LP		1,167,873
	110,400		Citigroup, Inc.		5,662,416
	27,500	L	Countrywide Financial Corp.		999,625
	149,663	@,L	E*Trade Financial Corp.		3,306,056
	36,300		Freddie Mac		2,203,410
	118,600	@@	Invesco PLC		1,528,170
	115,300		JP Morgan Chase & Co.		5,586,285
	56,100		Merrill Lynch & Co., Inc.		4,688,838
	31,500		Morgan Stanley		2,642,220
	33,000		Raymond James Financial, Inc.		1,019,700
					33,330,489
			Electric: 3.6%
	70,200	@	Mirant Corp.		2,994,030
	31,200	@	NRG Energy, Inc.		1,296,984
	30,500		PG&E Corp.		1,381,650
	43,000	L	Southern Co.		1,474,470
					7,147,134
			Electrical Components & Equipment: 0.8%
	21,200	@,L	General Cable Corp.		1,605,900
					1,605,900
			Engineering & Construction: 1.7%
	89,700	@	Infrasource Services, Inc.		3,327,870
					3,327,870
			Entertainment: 1.0%
	87,100	L	Regal Entertainment Group		1,910,103
					1,910,103

See Accompanying Notes to Financial Statements
80

  PORTFOLIO OF INVESTMENTS
ING VP VALUE OPPORTUNITY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Food: 1.0%
$	54,967		Kraft Foods, Inc.	$	1,937,587
					1,937,587
			Gas: 1.0%
	33,800		Sempra Energy		2,001,974
					2,001,974
			Healthcare-Products: 1.0%
	31,800		Johnson & Johnson		1,959,516
					1,959,516
			Home Builders: 0.2%
	11,417	L	KB Home		449,487
					449,487
			Insurance: 6.7%
	62,200		American International Group, Inc.		4,355,866
	44,200	L	MGIC Investment Corp.		2,513,212
	32,700		Principal Financial Group		1,906,083
	41,925		Stancorp Financial Group, Inc.		2,200,224
	67,884		WR Berkley Corp.		2,208,945
					13,184,330
			Investment Companies: 0.6%
	80,970		Blackrock Kelso Capital Corp.		1,194,308
					1,194,308
			Iron/Steel: 1.2%
	22,500		Allegheny Technologies, Inc.		2,359,800
					2,359,800
			Lodging: 1.1%
	24,900	@	MGM Mirage		2,053,752
					2,053,752
			Media: 2.1%
	90,900	@,L	Comcast Corp.-Class A		2,556,108
	69,700		News Corp., Inc.-Class A		1,478,337
					4,034,445
			Mining: 1.2%
	16,500	@@	Alcan, Inc.		1,341,450
	13,000		Freeport-McMoRan Copper & Gold, Inc.		1,076,660
					2,418,110
			Miscellaneous Manufacturing: 3.0%
	40,900		Cooper Industries Ltd.		2,334,981
	39,800		Dover Corp.		2,035,770
	41,800		General Electric Co.		1,600,104
					5,970,855
			Oil & Gas: 11.1%
	53,700		ConocoPhillips		4,215,450
	113,100		ExxonMobil Corp.		9,486,828
	44,200		Occidental Petroleum Corp.		2,558,296
	74,300	@	Plains Exploration & Production Co.		3,552,283
	27,400		Valero Energy Corp.		2,023,764
					21,836,621

Shares				Value
			Pharmaceuticals: 2.7%
	29,600		Merck & Co., Inc.	$	1,474,080
	43,300		Omnicare, Inc.		1,561,398
	40,800		Wyeth		2,339,472
					5,374,950
			Real Estate Investment Trusts: 1.8%
	42,900		Liberty Property Trust		1,884,597
	55,700		Sunstone Hotel Investors, Inc.		1,581,323
					3,465,920
			Retail: 1.9%
	25,700		Macy's, Inc.		1,022,346
	53,600		McDonald's Corp.		2,720,736
					3,743,082
			Savings & Loans: 0.9%
	144,600	L	Hudson City Bancorp., Inc.		1,767,012
					1,767,012
			Semiconductors: 1.6%
	276,575	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		3,078,280
					3,078,280
			Software: 2.3%
	95,400		First Data Corp.		3,116,718
	50,000		Microsoft Corp.		1,473,500
					4,590,218
			Telecommunications: 5.0%
	122,400		AT&T, Inc.		5,079,599
	183,000	@,L	Qwest Communications International, Inc.		1,775,100
	111,500	@	Tellabs, Inc.		1,199,740
	41,400		Verizon Communications, Inc.		1,704,438
					9,758,877
			Transportation: 0.5%
	8,600		Union Pacific Corp.		990,290
					990,290
			Total Common Stock (Cost $164,965,168)		192,716,435
SHORT-TERM INVESTMENTS: 15.4%
			Mutual Fund: 1.8%
	3,500,000	**,S	ING Institutional Prime Money Market Fund		3,500,000
			Total Mutual Fund (Cost $3,500,000)		3,500,000

See Accompanying Notes to Financial Statements
81

  PORTFOLIO OF INVESTMENTS
ING VP VALUE OPPORTUNITY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount			Value
		Repurchase Agreement: 0.3%
$	600,000	Morgan Stanley Repurchase Agreement dated 06/29/07, 5.300%, due 07/02/07, $600,265 to be received upon repurchase (Collateralized by $1,285,000 Resolution Funding Corporation, Discount Note, Market Value $612,444, due 01/15/21)	$	600,000
		Total Repurchase Agreement (Cost $600,000)		600,000
		Securities Lending Collateralcc: 13.3%
	26,136,000	The Bank of New York Institutional Cash Reserves Fund		26,136,000
		Total Securities Lending Collateral (Cost $26,136,000)		26,136,000
		Total Short-Term Investments (Cost $30,236,000)		30,236,000

Total Investments in Securities (Cost $195,201,168)*	113.5	%	$	222,952,435
Other Assets and Liabilities-Net	(13.5	)		(26,510,597	)
Net Assets	100.0	%	$	196,441,838

@  Non-income producing security

@@  Foreign Issuer

ADR  American Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

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

L  Loaned security, a portion or all of the security is on loan at June 30, 2007.

**  Investment in affiliate

*  Cost for federal income tax purposes is $195,415,176.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	29,880,670
Gross Unrealized Depreciation		(2,343,411	)
Net Unrealized Appreciation	$	27,537,259

See Accompanying Notes to Financial Statements
82

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED)

Industry Allocation
as of June 30, 2007

(as a percent of net assets)

Collateralized Mortgage Obligations	34.6	%
Federal National Mortgage Corporation	16.0	%
Federal Home Loan Mortgage Corporation	10.1	%
Diversified Financial Services	6.9	%
Banks	5.8	%
Treasury Inflation Indexed Protected Securities	5.4	%
U.S. Treasury Notes	4.2	%
U.S. Treasury Bonds	2.8	%
Other Asset-Backed Securities	1.9	%
Home Equity Asset-Backed Securities	1.8	%
Electric	1.5	%
Telecommunications	1.4	%
Industries between 0.7% - 1.0%(1)	5.5	%
Industries less than 0.7%(2)	4.1	%
Other Assets and Liabilities - Net*	(2.0	)%
Net Assets	100.0	%

*  Includes short-term investments related to repurchase agreement, securities lending
collateral and foreign government security.

⁽¹⁾  Includes seven industries, which each represents 0.7% - 1.0% of net assets.

⁽²⁾  Includes fourteen industries, which each represents less than 0.7% of net assets.

Portfolio holdings are subject to change daily.

Principal Amount				Value
CORPORATE BONDS/NOTES: 22.6%
			Airlines: 0.7%
$	13,910,000	C	Delta Airlines, Inc., 7.570%, due 11/18/10	$	14,443,240
	3,733,000	Z	United Airlines, Inc., 6.932%, due 09/01/11		4,332,613
					18,775,853
			Auto Manufacturers: 0.2%
	1,590,000	Z	Ford Motor Co., Discount Note, due 11/29/13		1,598,357
	4,695,000		Ford Motor Co., 8.360%, due 11/29/13		4,719,677
					6,318,034
			Banks: 5.8%
	7,320,000	@@,C	Australia & New Zealand Banking Group Ltd., 5.494%, due 12/31/49		6,373,971
	1,295,297	@@,#	Banco Itau SA, 5.621%, due 09/20/08		1,295,297
	8,327,000	@@,#,C	Banco Mercantil del NorteSA, 6.135%, due 10/13/16		8,356,869
	2,800,000	@@,C	Bank of Ireland, 5.625%, due 12/29/49		2,438,573
	3,010,000	@@,C	Bank of Nova Scotia, 5.500%, due 08/21/85		2,491,518
	1,110,000	@@,L	Bank of Scotland, 5.563%, due 11/30/49		958,659
	379,000	C	BankAmerica Capital II, 8.000%, due 12/15/26		394,043

Principal Amount				Value
$	1,790,000	@@,C	Barclays Bank PLC, 5.563%, due 12/31/49	$	1,566,230
	4,870,000	@@,C	BNP Paribas, 5.402%, due 09/29/49		4,177,812
	9,751,000	@@,#,C	Chuo Mitsui Trust & Banking Co., Ltd., 5.506%, due 04/15/49		9,218,166
	2,568,000	@@,#,C	Danske Bank A/S, 5.914%, due 12/29/49		2,546,534
	3,080,000	@@,C,L	Den Norske Bank ASA, 5.500%, due 08/29/49		2,633,400
	510,000	@@,C	Den Norske Bank ASA, 5.625%, due 11/29/49		441,534
	6,186,000	#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		7,145,009
	2,000	C	Fleet Capital Trust II, 7.920%, due 12/11/26		2,078
	9,574,000	@@,#,C	HBOS PLC, 5.375%, due 11/29/49		9,282,979
	3,970,000	@@,C,L	Hongkong & Shanghai Banking Corp., Ltd., 5.500%, due 07/29/49		3,378,184
	6,650,000	@@,C	HSBC Bank PLC, 5.538%, due 06/29/49		5,702,375
	5,300,000	@@,C,L	HSBC Bank PLC, 5.625%, due 06/29/49		4,589,801
	5,490,000	@@,C	Lloyds TSB Bank PLC, 5.478%, due 08/29/49		4,740,714
	510,000	@@,C	Lloyds TSB Bank PLC, 5.563%, due 11/29/49		443,865
	3,330,000	@@,C	Lloyds TSB Bank PLC, 5.625%, due 06/29/49		2,930,680
	6,355,000	@@,C,L	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		6,637,995
	2,660,000	@@,C	National Australia Bank Ltd.,5.525%, due 12/31/49		2,309,564
	710,000	@@,C,L	National Westminster Bank PLC, 5.500%, due 11/29/49		611,931
	1,140,000	@@,C	National Westminster BankPLC, 5.625%, due 08/29/49		985,553
	4,649,000	#,C	Rabobank Capital Funding II,5.260%, due 12/29/49		4,464,388
	4,530,000	#,C	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		4,249,113
	4,285,000	C	RBS Capital Trust I, 5.512%, due 09/30/49		4,124,390
	6,747,000	@@,#,C	Resona Bank Ltd., 5.850%, due 09/29/49		6,461,804
	9,870,000	@@,C,L	Royal Bank of Scotland Group PLC, 5.563%, due 12/29/49		8,471,776
	2,570,000	@@,C	Societe Generale, 5.469%, due 11/29/49		2,221,919
	7,140,000	@@,C	Standard Chartered PLC, 5.563%, due 07/29/49		5,945,835
	1,150,000	@@,C,L	Standard Chartered PLC, 5.588%, due 01/29/49		956,656

See Accompanying Notes to Financial Statements
83

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Banks (continued)
$	3,040,000	@@,C	Standard Chartered PLC, 5.588%, due 12/29/49	$	2,532,321
	11,400,000	@@,C,L	Standard Chartered PLC, 5.625%, due 11/29/49		9,604,500
	6,705,000	@@,C	Sumitomo Mitsui BankingCorp., 8.150%, due 08/01/49		6,884,949
	5,333,000	C,L	Wachovia Capital Trust III, 5.800%, due 12/31/49		5,314,121
	3,150,000	@@,C	Westpac Banking Corp., 5.494%, due 09/30/49		2,696,737
	2,498,000	#,C	Westpac Capital Trust IV, 5.256%, due 12/29/49		2,322,153
	9,411,000	@@,#,C	Woori Bank, 6.125%, due 05/03/16		9,464,097
					167,368,093
			Chemicals: 0.4%
	1,410,000	Z	Stauffer Chemical, 5.830%,due 04/15/10		1,203,816
	2,420,000	Z	Stauffer Chemical, 6.220%,due 04/15/18		1,261,207
	2,970,000	Z	Stauffer Chemical, 8.100%,due 04/15/17		1,645,885
	7,254,000	L	Union Carbide Corp., 7.750%, due 10/01/96		7,400,009
					11,510,917
			Diversified Financial Services: 6.9%
	16,520,000	@@,#,C,L	Aiful Corp., 4.450%, due 02/16/10		15,962,830
	1,006,000	@@,#,I	Alpine III, 5.910%, due 08/16/14		1,008,939
	1,006,000	@@,#,I	Alpine III, 6.310%, due 08/16/14		1,009,322
	1,507,000	@@,#,I	Alpine III, 8.110%, due 08/16/14		1,516,818
	2,576,000	@@,#,I	Alpine III, 11.360%, due 08/16/14		2,639,395
	17,659,000	#	Astoria Depositor Corp., 8.144%, due 05/01/21		19,082,757
	4,546,000	#,C	Corestates Capital Trust I, 8.000%, due 12/15/26		4,708,533
	6,814,000	@@	Eksportfinans A/S, 5.125%, due 10/26/11		6,769,355
	2,890,000	@@,C	Financiere CSFB NV, 5.500%, due 03/29/49		2,485,400
	8,272,000		Ford Motor Credit Co., 8.000%, due 12/15/16		7,936,132
	3,669,000		Ford Motor Credit Co., 8.105%, due 01/13/12		3,663,130
	7,223,000	L	Ford Motor Credit Co., 9.806%, due 04/15/12		7,748,387
	5,852,000	C	Fund American Cos., Inc., 5.875%, due 05/15/13		5,761,628
	9,145,000		General Motors Acceptance Corp., 7.250%,due 03/02/11		9,122,229
	10,619,000	C	Goldman Sachs Capital II, 5.793%, due 12/31/49		10,374,444
	4,369,000	#,C	HVB Funding Trust III, 9.000%, due 10/22/31		5,446,972

Principal Amount				Value
$	2,978,000	C,L	Lehman Brothers Capital Trust VII, 5.857%, due 11/29/49	$	2,920,182
	6,391,000	C	Lehman Brothers Holdings Capital Trust VIII,6.190%, due 05/29/49		6,396,829
	8,668,000	#,C	Mangrove Bay Pass- Through Trust, 6.102%, due 07/15/33		8,411,861
	6,907,000	@@,#	Mantis Reef Ltd., 4.799%, due 11/03/09		6,777,287
	5,605,000	@@,C,L	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		5,516,682
	2,560,000	@@,C	Paribas, 5.500%, due 12/31/49		2,235,461
	1,290,667	@@,#,C	Petroleum Export Ltd., 4.623%, due 06/15/10		1,274,922
	2,740,210	@@,#,C	Petroleum Export Ltd., 5.265%, due 06/15/11		2,663,128
	5,262,487	@@,#,C	PF Export Receivables Master Trust, 6.436%, due 06/01/15		5,443,385
	9,261,902	#,C	Piper Jaffray Equipment Trust Securities, 6.000%,due 09/10/11		9,030,354
	7,674,691	#,C	Piper Jaffray Equipment Trust Securities, 6.750%,due 04/01/11		7,617,131
	903,102	#	Power Receivable Finance, LLC, 6.290%, due 01/01/12		913,436
	8,607,000	C	Southern Star Central Corp.,6.750%, due 03/01/16		8,520,930
	9,082,000	@@,#	TNK-BP Finance SA, 7.500%, due 07/18/16		9,386,247
	32,846,336	#,Z	Toll Road Investors Partnership II LP, 17.680%, due 02/15/45		4,238,984
	2,981,000	#,C	Twin Reefs Pass- Through Trust, 6.320%, due 12/10/49		2,990,584
	6,653,000	@@,C	UFJ Finance Aruba AEC, 8.750%, due 12/31/49		6,920,411
	2,105,000	#,C	Wachovia Capital Trust V, 7.965%, due 06/01/27		2,191,682
					198,685,767
			Electric: 1.5%
	12,447,000	C	Commonwealth Edison Co.,6.950%, due 07/15/18		12,342,906
	1,542,000	@@	Empresa Nacional de Electricidad SA, 8.625%,due 08/01/15		1,775,511
	1,536,171	#,C	Juniper Generation, LLC, 6.790%, due 12/31/14		1,515,977
	5,310,000	C	Nevada Power Co., 5.950%, due 03/15/16		5,218,195
	3,310,000	C	Nevada Power Co., 6.750%, due 07/01/37		3,314,366

See Accompanying Notes to Financial Statements
84

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Electric (continued)
$	8,873,000	C	NorthWestern Corp., 5.875%, due 11/01/14	$	8,623,243
	1,325,000	C,L	Reliant Energy, Inc., 7.625%, due 06/15/14		1,298,500
	661,000	C,L	Reliant Energy, Inc., 7.875%, due 06/15/17		646,128
	8,677,000	C	Sierra Pacific Power Co., 6.250%, due 04/15/12		8,790,469
					43,525,295
			Energy-Alternate Sources: 0.7%
	4,000,000		Greater Ohio Ethanol, LLC,8.864%, due 12/31/13		3,965,000
	4,900,000		Greater Ohio Ethanol, LLC,12.630%, due 12/31/13		4,753,000
	2,455,000	#	White Pine Hydro Portfolio,LLC, 6.960%, due 07/10/37		2,391,965
	3,936,000	#	White Pine Hydro Portfolio,LLC, 7.260%, due 07/20/15		3,875,708
	3,837,000	#	White Pine Hydro, LLC, 6.310%, due 07/10/17		3,765,233
					18,750,906
			Food: 0.8%
	23,045,000	C	HJ Heinz Finance Co., 6.625%, due 07/15/11		23,731,165
					23,731,165
			Gas: 0.9%
	7,368,000	@@,#,C	Nakilat, Inc., 6.067%, due 12/31/33		6,926,178
	4,147,000	@@,#,C,L	Nakilat, Inc., 6.267%, due 12/31/33		3,950,909
	16,171,000	C	Southern Union Co., 7.200%, due 11/01/66		16,273,201
					27,150,288
			Insurance: 0.6%
	9,566,000	@@,C	Aegon NV, 5.362%, due 12/31/49		8,397,752
	1,741,000	#,C	North Front Pass- Through Trust, 5.810%, due 12/15/24		1,684,832
	6,528,000	@@,C	XL Capital, Ltd., 6.500%, due 12/15/49		6,141,804
					16,224,388
			Media: 0.4%
	10,074,000	#,C	Charter Communications Operating, LLC, 8.375%, due 04/30/14		10,300,665
	1,862,000	C	Dex Media West, LLC, 9.875%, due 08/15/13		2,001,650
					12,302,315
			Multi-National: 0.2%
	4,459,000	@@	Corp. Andina de Fomento CAF, 5.125%, due 05/05/15		4,241,659
					4,241,659

Principal Amount				Value
			Oil & Gas: 0.7%
$	2,475,000	@@,#	Empresa Nacional de Petroleo ENAP, 4.875%, due 03/15/14	$	2,321,820
	1,588,000	@@,#	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12		1,656,143
	4,129,000	C	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		4,196,096
	4,608,000	#	Pemex Project Funding Master Trust, 6.660%, due 06/15/10		4,739,328
	2,096,000	@@,C	Petroleos de Venezuela SA, 5.375%, due 04/12/27		1,383,360
	4,908,000	@@,#,C	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		4,596,725
					18,893,472
			Pipelines: 0.2%
	1,893,000	C,L	Northwest Pipeline Corp., 7.000%, due 06/15/16		1,982,918
	2,894,000	C	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		2,915,705
					4,898,623
			Real Estate Investment Trusts: 1.0%
	2,828,000	C	Istar Financial, Inc., 5.150%, due 03/01/12		2,724,142
	1,272,000	C	Istar Financial, Inc., 5.500%, due 06/15/12		1,251,260
	3,398,000	C	Istar Financial, Inc., 5.850%, due 03/15/17		3,265,308
	1,027,000	C	Liberty Property LP, 6.375%, due 08/15/12		1,057,135
	3,533,000	C	Liberty Property LP, 7.750%, due 04/15/09		3,668,144
	975,000	C	Rouse Co., 7.200%, due 09/15/12		1,005,546
	14,834,000	#,C	Rouse Co. LP/TRC Co.-Issuer, Inc., 6.750%,due 05/01/13		14,894,997
					27,866,532
			Retail: 0.2%
	935,000	#,C,L	Rite Aid Corp., 9.375%, due 12/15/15		902,275
	5,599,000	#,C,L	Rite Aid Corp., 9.500%, due 06/15/17		5,403,035
					6,305,310
			Telecommunications: 1.4%
	9,173,000		Bellsouth Telecommunications, Inc., 7.000%, due 12/01/95		9,096,937
	9,137,000	C	Qwest Corp., 7.875%, due 09/01/11		9,571,008
	4,648,000	@@,C	Rogers Wireless, Inc., 7.250%, due 12/15/12		4,913,141
	5,040,000	C	Sprint Capital Corp., 6.875%, due 11/15/28		4,810,438

See Accompanying Notes to Financial Statements
85

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Telecommunications (continued)
$	4,178,000	C	Sprint Nextel Corp., 6.000%, due 12/01/16	$	3,970,445
	7,166,000	@@,C	TELUS Corp., 8.000%, due 06/01/11		7,669,383
					40,031,352
			Total Corporate Bonds/ Notes (Cost $654,470,433)		646,579,969
U.S. GOVERNMENT AGENCY OBLIGATIONS:26.3%
			Federal Home Loan Mortgage Corporation: 10.1%
	2,212,728	C	4.500%, due 12/15/16		2,168,935
	7,583,000	C,S	4.500%, due 02/15/20		6,912,079
	8,637,743	C,S	5.000%, due 08/15/16		8,414,316
	9,369,000	C,S	5.000%, due 12/15/17		9,129,468
	1,621,000	C	5.000%, due 05/15/20		1,542,484
	6,491,840	C,S	5.000%, due 08/15/21		6,390,969
	7,694,000	C,S	5.000%, due 04/15/23		7,209,570
	6,104,721	C	5.000%, due 09/15/31		5,786,643
	2,317,000	C	5.000%, due 02/15/32		2,176,476
	13,713,220	C,S	5.000%, due 03/15/32		12,818,362
	6,181,000	C	5.000%, due 04/15/32		5,899,976
	7,576,000	C,S	5.000%, due 08/15/32		7,192,071
	11,016,000	C,S	5.000%, due 12/15/32		10,455,973
	6,246,708	C	5.000%, due 02/15/35		5,999,202
	1,291,498		5.018%, due 04/01/35		1,253,257
	15,107,000	C	5.250%, due 03/15/12		14,979,739
	20,255,000	Z	5.460%, due 03/15/31		5,651,631
	20,911,332	C,S	5.500%, due 08/15/20		19,618,700
	3,877,000	C	5.500%, due 12/15/20		3,767,765
	12,728,922	C,S	5.500%, due 11/15/22		12,419,086
	11,420,000	C,S	5.500%, due 09/15/32		11,057,335
	2,326,000	C,S	5.500%, due 10/15/32		2,259,484
	2,068,000	C	5.500%, due 11/15/32		1,993,898
	1,100,000	C	5.500%, due 04/15/33		1,064,050
	2,511,000	C	5.500%, due 06/15/33		2,428,887
	6,815,000	C,S	5.500%, due 07/15/33		6,629,438
	2,504,547	S	5.500%, due 06/01/36		2,401,866
	17,333,000		5.500%, due 08/14/36		16,691,375
	10,354,307	C	6.000%, due 01/15/29		10,284,431
	6,680,686	C,S	6.000%, due 01/15/29		6,698,286
	15,069,000	W	6.000%, due 08/15/34		14,915,959
	14,586,000		6.000%, due 09/15/34		14,419,632
	16,795,431	S	6.000%, due 02/01/36		16,726,865
	28,320,000		6.500%, due 07/15/34		28,616,482
	1,528,242		7.000%, due 09/01/26		1,575,127
	510,329		7.500%, due 11/01/28		534,186
					288,084,003
			Federal National Mortgage Corporation: 16.0%
	36,495,642	Z	Discount Note, due 04/01/49		33,752,776
	9,080,000	W	4.500%, due 07/25/18		8,617,483
	3,028,792		4.592%, due 08/01/35		2,956,896
	1,055,869	C	4.750%, due 12/25/42		1,051,765
	4,331,746		4.817%, due 08/01/35		4,231,118
	6,906,000	L	4.875%, due 05/18/12		6,790,117
	1,216,812		4.951%, due 04/01/35		1,202,774
	43,536,000	W	5.000%, due 07/18/21		42,073,452
	5,871,740		5.000%, due 02/25/29		5,739,790
	55,012,000	W	5.000%, due 08/15/34		51,530,786

Principal Amount				Value
$	11,126,386	S	5.000%, due 12/01/36	$	10,455,477
	16,883,000	W	5.000%, due 07/01/37		15,819,894
	9,466,145		5.000%, due 07/01/37		8,871,591
	1,504,109		5.065%, due 07/01/35		1,464,788
	6,131,056		5.156%, due 09/01/35		6,043,159
	1,073,707		5.225%, due 08/01/35		1,049,385
	13,276,000	L	5.250%, due 08/01/12		13,176,523
	7,859,000	C	5.400%, due 03/26/12		7,828,924
	20,345		5.500%, due 11/01/16		20,127
	104,482		5.500%, due 12/01/16		103,360
	18,248		5.500%, due 04/01/17		18,047
	38,536		5.500%, due 02/01/18		38,112
	12,878		5.500%, due 06/01/18		12,734
	61,635		5.500%, due 10/01/18		60,957
	3,538,000		5.500%, due 05/25/30		3,390,854
	3,892,445		5.500%, due 11/01/32		3,772,791
	10,367,913		5.500%, due 11/01/33		10,047,010
	13,135,894	S	5.500%, due 11/01/33		12,732,097
	27,250,000	W	5.500%, due 08/13/34		26,266,439
	11,048,022	S	5.500%, due 01/25/36		10,592,426
	2,668,166	S	5.500%, due 07/01/36		2,558,777
	13,979,609	S	5.500%, due 12/25/36		13,493,395
	10,485,641		5.500%, due 02/25/37		10,222,377
	11,335,000	C	5.550%, due 03/29/10		11,331,157
	2,678,793		5.570%, due 07/25/36		2,682,982
	141,094		6.000%, due 06/01/16		141,957
	17,591		6.000%, due 08/01/16		17,699
	272,584		6.000%, due 10/01/16		274,253
	314,360		6.000%, due 01/01/17		316,271
	131,678		6.000%, due 02/01/17		132,475
	663,527		6.000%, due 04/01/17		667,544
	432,244		6.000%, due 05/01/17		434,860
	174,995		6.000%, due 06/01/17		176,054
	328,397		6.000%, due 07/01/17		330,385
	552,135		6.000%, due 08/01/17		555,491
	1,718,007		6.000%, due 09/01/17		1,728,407
	7,132		6.000%, due 10/01/17		7,175
	404,420		6.000%, due 11/01/17		406,895
	9,636		6.000%, due 02/01/18		9,695
	388,361		6.000%, due 04/01/18		390,254
	106,667		6.000%, due 09/01/18		107,263
	128,633		6.000%, due 11/01/18		129,352
	166,722		6.000%, due 12/01/18		167,742
	6,224,794	S	6.000%, due 07/25/29		6,232,415
	2,646,912		6.000%, due 07/25/29		2,650,742
	4,743,828		6.000%, due 04/25/31		4,770,267
	33,392,000	W	6.000%, due 07/01/37		33,032,001
	2,422,635		6.500%, due 08/01/29		2,472,851
	213,969		6.500%, due 01/01/32		218,163
	142,873		6.500%, due 09/01/32		145,426
	412,197		6.500%, due 10/01/32		419,562
	60,763,000		6.500%, due 09/15/33		61,228,202
	451,000	W	6.500%, due 08/15/34		454,876
	5,742,000		6.625%, due 11/15/30		6,491,193
	16,188		7.000%, due 08/01/25		16,776
	8,274		7.000%, due 10/01/25		8,575
	4,294		7.000%, due 11/01/25		4,450
	54,735		7.000%, due 12/01/25		56,720
	94,917		7.000%, due 02/01/26		98,360
	202,538		7.000%, due 03/01/26		209,918
	129,920		7.000%, due 01/01/30		134,760
	2,708,890		7.000%, due 06/01/31		2,809,242
	117,000	W	7.000%, due 07/15/33		120,144

See Accompanying Notes to Financial Statements
86

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Federal National Mortgage Corporation (continued)
$	841	I	7.125%, due 07/01/27	$	851
	12,588		7.500%, due 11/01/29		13,171
	79,406		7.500%, due 10/01/30		82,961
	105,435		7.500%, due 11/01/30		110,154
	1,601,172	C	7.500%, due 01/25/48		1,651,218
	252,214		10.000%, due 02/25/19		277,125
					459,704,235
			Government National Mortgage Association: 0.2%
	124,102		5.375%, due 04/20/28		125,635
	79,688		6.125%, due 12/20/29		80,308
	2,579,585		6.500%, due 10/15/31		2,633,969
	421,303		7.000%, due 04/15/26		439,540
	179,496		7.000%, due 05/15/32		187,116
	27,470		7.500%, due 04/15/22		28,740
	6,265		7.500%, due 05/15/22		6,555
	6,566		7.500%, due 06/15/22		6,870
	1,393		7.500%, due 08/15/22		1,457
	6,627		7.500%, due 06/15/24		6,941
	8,230		7.500%, due 01/15/26		8,628
	2,058		7.500%, due 07/15/26		2,158
	29,338		7.500%, due 03/15/29		30,743
	41,202		7.500%, due 04/15/29		43,176
	109,333		7.500%, due 08/15/29		114,571
	9,846		7.500%, due 09/15/29		10,317
	21,291		7.500%, due 10/15/29		22,311
	42,247		7.500%, due 12/15/29		44,274
	7,471		7.500%, due 01/15/30		7,826
	68,409		7.500%, due 02/15/30		71,663
	43,680		7.500%, due 05/15/30		45,758
	22,634		7.500%, due 06/15/30		23,711
	26,093		7.500%, due 07/15/30		27,334
	43,030		7.500%, due 08/15/30		45,078
	21,324		7.500%, due 10/15/30		22,338
	3,206		7.500%, due 11/15/30		3,354
	1,776		7.500%, due 01/15/31		1,860
	24,493		7.500%, due 02/15/31		25,654
	17,749		7.500%, due 03/15/31		18,590
	12,547		7.500%, due 04/15/31		13,141
	1,606		7.500%, due 09/15/31		1,682
	419,133		7.500%, due 12/15/31		439,060
	63,479		7.500%, due 01/15/32		66,503
	73,132		7.500%, due 03/15/32		76,590
	1,214		7.500%, due 04/15/32		1,270
	45,144		7.500%, due 05/15/32		47,233
	93,133		7.500%, due 06/15/32		97,443
	34,364		7.500%, due 07/15/32		35,955
	48,516		7.500%, due 08/15/32		50,761
					4,916,113
			Total U.S. Government Agency Obligations (Cost $760,325,214)		752,704,351
U.S. TREASURY OBLIGATIONS:12.4%
			U.S. Treasury Bonds: 2.8%
	40,928,000	L	4.500%, due 05/15/17		39,252,530
	34,171,000	L	4.500%, due 02/15/36		30,951,477
	10,000,000		4.875%, due 06/30/09		10,000,000
					80,204,007

Principal Amount				Value
			U.S. Treasury Notes: 4.2%
$	32,189,000	L	4.500%, due 05/15/10	$	31,862,089
	53,647,000	L	4.750%, due 05/31/12		53,244,701
	33,269,000	L	4.875%, due 05/31/09		33,269,033
					118,375,823
			Treasury Inflation Indexed Protected Securities: 5.4%
	28,905,724	L	2.375%, due 04/15/11		28,598,630
	33,992,858	L	2.375%, due 01/15/17		33,198,819
	51,955,460	L	2.375%, due 01/15/25		49,974,710
	42,904,972	L	3.875%, due 01/15/09		43,602,221
					155,374,380
			Total U.S. Treasury Obligations (Cost $355,330,815)		353,954,210
ASSET-BACKED SECURITIES: 3.7%
			Automobile Asset-Backed Securities: 0.0%
	688,560	C	AmeriCredit Automobile Receivables Trust, 4.220%, due 07/06/09		686,396
					686,396
			Credit Card Asset-Backed Securities: 0.0%
	6,000	C	Bank One Issuance Trust, 4.540%, due 09/15/10		5,970
					5,970
			Home Equity Asset-Backed Securities: 1.8%
	2,353,000	C,S	Citigroup Mortgage Loan Trust, Inc., 5.590%, due 12/25/36		2,349,013
	1,000,000	C	Citigroup Mortgage LoanTrust, Inc., 5.620%, due 12/25/36		997,259
	10,593,000	C,S	GSAA Trust, 5.242%, due 06/25/34		10,486,217
	2,021,000	C	GSAA Trust, 5.882%, due 09/25/36		2,022,709
	9,441,000	C,S	GSAA Trust, 6.040%, due 07/25/36		9,436,340
	3,328,000	#,C	Irwin Home Equity, 5.960%, due 08/25/37		3,329,754
	350,262	C	Merrill Lynch Mortgage Investors, Inc., 5.680%, due 07/25/34		351,551
	9,285,000	C,S	Morgan Stanley Mortgage Loan Trust, 5.858%,due 01/25/47		9,179,208
	821,221	C	Renaissance Home Equity Loan Trust, 4.456%, due 05/25/35		816,724
	2,507,884	C	Renaissance Home Equity Loan Trust, 4.723%, due 11/25/35		2,496,751
	3,393,000	C	Residential Funding Mortgage Securities II, Inc., 5.890%, due 05/25/37		3,388,236

See Accompanying Notes to Financial Statements
87

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Home Equity Asset-Backed Securities (continued)
$	4,000,000	C	Specialty Underwriting & Residential Finance, 5.520%, due 12/25/36	$	4,004,701
	1,627,363	C	Wells Fargo Home Equity Trust, 3.970%, due 05/25/34		1,581,413
	500,000	C	Wells Fargo Home Equity Trust, 4.430%, due 05/25/34		478,439
					50,918,315
			Other Asset-Backed Securities: 1.9%
	332,136	C	Amortizing Residential Collateral Trust, 5.820%, due 05/25/32		332,188
	895,570	C	Bear Stearns Asset- Backed Securities, Inc., 5.720%, due 07/25/36		897,498
	609,287	C	Caterpillar Financial Asset Trust, 5.590%, due 02/25/09		609,918
	2,365	C	Chase Funding Mortgage Loan, 4.045%, due 05/25/33		2,324
	838,597	C	Chase Funding Mortgage Loan, 5.620%, due 07/25/33		840,238
	1,916,749	C,S	Countrywide Asset- Backed Certificates, 4.493%,due 02/25/36		1,908,793
	6,668,000	C,S	Credit-Based Asset Servicing and Securitization, LLC, 4.831%, due 08/25/35		6,550,433
	4,266,000	C	Credit-Based Asset Servicing and Securitization, LLC, 5.501%, due 12/25/36		4,250,339
	3,360,000	#,C	Credit-Based Asset Servicing and Securitization, LLC, 5.746%, due 12/25/37		3,325,352
	2,876,000	#,C	Credit-Based Asset Servicing and Securitization, LLC, 6.020%, due 12/25/37		2,823,424
	3,375,000	C	Equity One, Inc., 5.050%, due 09/25/33		3,329,211
	792,219	C	Fannie Mae Grantor Trust, 5.460%, due 04/25/35		793,809
	2,581,000	C,Z	First Horizon Asset Back Trust, Discount Note, due 09/25/29		2,581,000
	6,265,000	@@,#,C	Hudson Mezzanine Funding, 6.110%, due 06/12/42		3,483,340
	3,976,888	C	Lehman XS Trust, 5.600%, due 08/25/35		3,986,959
	540,774	C	Long Beach Mortgage Loan Trust, 5.650%, due 01/25/36		542,274

Principal Amount				Value
$	1,951,817	C	Merrill Lynch Mortgage Investors, Inc., 5.500%, due 09/25/36	$	1,953,455
	5,845,000	C	Merrill Lynch Mortgage Investors, Inc., 5.520%, due 01/25/37		5,848,623
	2,065,000	C	Merrill Lynch Mortgage Investors, Inc., 5.609%, due 03/25/37		2,058,281
	1,654	C	Popular Mortgage Pass-Through Trust, 4.000%, due 12/25/34		1,646
	1,697,000	C	Popular Mortgage Pass-Through Trust, 4.596%, due 11/25/35		1,688,002
	1,380,000	C	Renaissance Home Equity Loan Trust, 5.608%, due 05/25/36		1,376,225
	130,160	C	Residential Asset Mortgage Products,Inc., 5.630%, due 06/25/33		130,289
	3,626,875	C	Structured Asset Securities Corp., 4.910%, due 06/25/33		3,553,499
	1,520,989	C	Structured Asset Securities Corp., 6.000%, due 03/25/34		1,518,511
					54,385,631
			Total Asset-Backed Securities (Cost $109,179,142)		105,996,312
COLLATERALIZED MORTGAGE OBLIGATIONS: 34.6%
	843,317	C	American Home Mortgage Assets, 5.819%, due 02/25/47		841,473
	5,062,874	C	American Home Mortgage Assets, 6.029%, due 09/25/46		5,069,202
	5,808,344	C	American Home Mortgage Investment Trust,5.610%, due 11/25/45		5,824,190
	7,691,810	#	Astoria Depositor Corp., 7.902%, due 05/01/21		8,004,290
	11,331,402	C,S	Banc of America Alternative Loan Trust, 6.290%, due 11/25/21		11,353,001
	8,697,834	C,S	Banc of America Alternative Loan Trust, 6.505%, due 04/25/37		8,741,199
	138,293,916	C,^	Banc of America Commercial Mortgage, Inc., 0.465%, due 01/15/49		3,254,388
	781,000	C	Banc of America Commercial Mortgage, Inc., 4.161%, due 12/10/42		760,322

See Accompanying Notes to Financial Statements
88

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	385,000	C	Banc of America Commercial Mortgage, Inc., 4.429%, due 11/10/39	$	368,350
	3,941,000	C	Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42		3,789,428
	7,612,000	C,S	Banc of America Commercial Mortgage, Inc., 4.611%, due 07/10/43		7,466,079
	2,735,000	C	Banc of America Commercial Mortgage, Inc., 4.764%, due 07/10/45		2,681,376
	4,101,590	C	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		4,041,473
	4,150,000	C	Banc of America Commercial Mortgage, Inc., 4.891%, due 07/10/45		4,017,701
	3,295,000	C	Banc of America Commercial Mortgage, Inc., 5.463%, due 09/10/47		3,151,544
	970,000	C	Banc of America CommercialMortgage, Inc., 6.186%, due 06/11/35		990,940
	12,030,857	C,S	Banc of America Funding Corp., 5.259%, due 09/20/35		11,644,085
	6,927,094	C,S	Banc of America Funding Corp., 5.530%, due 05/20/47		6,940,371
	8,141,072	C	Banc of America Funding Corp., 5.530%, due 06/20/47		8,141,072
	20,076,799	C,S	Banc of America Funding Corp., 5.655%, due 06/20/37		19,771,632
	5,627,075	C	Banc of America Funding Corp., 5.750%, due 09/20/34		5,576,859
	5,518,695	C	Banc of America Funding Corp., 5.851%, due 05/20/36		5,464,456
	5,430,000	C	Banc of America Mortgage Securities, Inc., 4.144%, due 07/25/34		5,302,582
	5,673,803	C	Banc of America Mortgage Securities, Inc., 5.181%, due 09/25/35		5,516,291
	2,029,358	C	Banc of America Mortgage Securities, Inc., 5.250%, due 11/25/19		2,012,454

Principal Amount				Value
$	2,158,120	C	Banc of America Mortgage Securities, Inc., 5.500%, due 11/25/33	$	2,066,716
	4,318,683	C	Banc of America Mortgage Securities, Inc., 5.500%, due 06/25/35		4,286,798
	2,962,418	C	Bank of America Alternative Loan Trust, 6.500%, due 04/25/36		2,973,989
	10,248,410	C	Bank of America Alternative Loan Trust, 6.500%, due 05/25/46		10,331,007
	1,465,222	C	Bear Stearns Alternative- A Trust, 5.640%, due 07/25/34		1,463,395
	3,083,000	C	Bear Stearns Commercial Mortgage Securities, 3.880%, due 08/13/39		3,035,470
	405,000	C	Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46		391,565
	2,236,593	C	Bear Stearns Commercial Mortgage Securities, 4.170%, due 01/12/41		2,197,636
	1,206,000	C	Bear Stearns Commercial Mortgage Securities, 4.565%, due 07/11/42		1,161,977
	5,915,379	C	Bear Stearns Commercial Mortgage Securities, 5.415%, due 04/12/38		5,908,753
	5,802,000		Bear Stearns Commercial Mortgage Securities, 5.660%, due 09/11/41		5,641,021
	3,221,000	C	Bear Stearns Commercial Mortgage Securities, 7.780%, due 02/15/32		3,367,845
	753,255	C	Capco America Securitization Corp., 6.260%, due 10/15/30		758,618
	279,000	C	Capco America Securitization Corp., 6.460%, due 10/15/30		282,362
	6,004,096	C,S	Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31		6,201,607
	11,602,196	C,S	Chase Mortgage Finance Corp., 5.414%, due 12/25/35		11,290,387
	7,556,558	C,S	Chase Mortgage Finance Corp., 5.500%, due 11/25/35		7,476,331
	9,885,952	C	Chaseflex Trust, 6.500%, due 02/25/37		9,936,584
	6,381,149	C,S	Citigroup Mortgage Loan Trust, Inc., 5.940%, due 06/25/36		6,358,016
	12,222,706	C,S	Citigroup Mortgage Loan Trust, Inc., 6.000%, due 11/25/35		12,131,056

See Accompanying Notes to Financial Statements
89

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	25,321,790	C,S	Citigroup Mortgage Loan Trust, Inc., 6.075%, due 08/25/36	$	25,147,829
	2,655,606	C	Citigroup Mortgage Securities, Inc., 5.500%, due 02/25/22		2,637,725
	819,000	C	Commercial Mortgage Pass-Through Certificates, 3.600%, due 03/10/39		798,397
	12,521,127	C,S	Countrywide Alternative Loan Trust, 5.419%, due 10/25/35		12,162,960
	1,818,697	C	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		1,796,367
	2,946,255	C	Countrywide Alternative Loan Trust, 5.560%, due 11/25/46		2,957,639
	485,520	C	Countrywide Alternative Loan Trust, 5.620%, due 02/25/35		486,029
	8,251,970	C,S	Countrywide Alternative Loan Trust, 5.909%, due 11/25/46		8,251,145
	1,618,379	C	Countrywide Alternative Loan Trust, 6.000%, due 05/25/36		1,626,617
	6,984,267	C,S	Countrywide Alternative Loan Trust, 6.020%, due 09/25/36		6,994,225
	4,113,447	C	Countrywide Home Loan Mortgage Pass- Through Trust, 5.250%, due 10/25/35		3,881,653
	20,869,230	C,S	Countrywide Home Loan Mortgage Pass- Through Trust, 5.750%, due 07/25/37		20,758,372
	2,995,414	C	Credit Suisse First Boston Mortgage Securities Corp., 3.727%, due 03/15/35		2,900,246
	1,102,113	C	Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		1,050,667
	17,000	C	Credit Suisse First Boston Mortgage Securities Corp., 3.861%, due 03/15/36		16,738
	2,328,000	C,S,L	Credit Suisse First Boston Mortgage Securities Corp., 4.801%, due 03/15/36		2,230,349
	1,601,065	C	Credit Suisse First Boston Mortgage Securities Corp., 5.000%, due 08/25/20		1,567,291
	4,000	C	Credit Suisse First Boston Mortgage Securities Corp., 7.781%, due 04/15/62		4,241

Principal Amount				Value
$	3,988,179	C	Credit Suisse Mortgage Capital Certificates, 7.000%, due 08/25/36	$	4,063,424
	21,291	C	DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		21,431
	61,541	C	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32		63,275
	12,384,729	C,S	First Horizon Alternative Mortgage Securities, 5.500%, due 08/25/35		12,200,010
	4,487,456	C	First Horizon Asset Securities, Inc., 5.500%, due 12/25/35		4,440,937
	3,400,000	C	First Union National Bank Commercial Mortgage, 6.663%, due 01/12/43		3,515,067
	5,046,678	C	Freddie Mac, 5.970%, due 04/15/32		5,115,218
	141,220,464	C,S,^	GE Capital Commercial Mortgage Corp., 0.680%, due 06/10/48		2,517,820
	1,708,691	C	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39		1,679,607
	793,000	C	GE Capital Commercial Mortgage Corp., 4.371%, due 01/10/38		770,966
	301,000	C	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39		292,952
	1,052,334	C	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		1,053,955
	3,496,670	C	GMAC Mortgage Corp. Loan Trust, 4.597%, due 10/19/33		3,394,014
	8,345,231	C,S	GMAC Mortgage Corp. Loan Trust, 5.259%, due 03/18/35		8,076,946
	109,408,599	#,C,^	Greenwich Capital Commercial Funding Corp., 0.512%, due 03/10/39		2,665,117
	6,606,000	C,S	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		6,536,770
	3,280,000	C	Greenwich Capital Commercial Funding Corp., 5.534%, due 03/10/39		3,149,266
	1,660,000	C	Greenwich Capital Commercial Funding Corp., 5.554%, due 03/10/39		1,592,795
	1,325,000	C	Greenwich Capital Commercial Funding Corp., 5.613%, due 03/10/39		1,265,150
	4,390,000	C	GS Mortgage Securities Corp. II, 5.814%, due 04/10/38		4,257,578

See Accompanying Notes to Financial Statements
90

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	1,319,414	#,C	GSMPS 2005-RP1 1AF, 5.670%, due 01/25/35	$	1,325,716
	3,063,065	C	GSR Mortgage Loan Trust, 5.500%, due 07/25/35		3,009,143
	1,466,426	C	Harborview Mortgage Loan Trust, 5.670%, due 01/19/35		1,471,787
	899,939	C	Homebanc Mortgage Trust, 5.750%, due 08/25/29		900,500
	15,000,000	C,S	JP Morgan Alternative Loan Trust, 5.490%, due 08/25/36		15,037,554
	1,222,735		JP Morgan Alternative Loan Trust, 5.510%, due 01/25/36		1,217,086
	389,030,899	C,^	JP Morgan Chase Commercial Mortgage Securities Corp., 0.090%, due 01/12/43		849,682
	840,272	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.200%, due 07/12/35		818,653
	3,890,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.223%, due 01/15/42		3,778,827
	5,742,255	C	JP Morgan Chase Commercial Mortgage Securities Corp., 4.275%, due 01/12/37		5,591,320
	978,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.455%, due 05/15/47		949,576
	1,951,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.495%, due 05/15/47		1,885,128
	4,589,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 5.857%, due 10/12/35		4,625,643
	703,200	C	JP Morgan Chase Commercial Mortgage Securities Corp., 6.024%, due 04/15/45		709,079
	4,005,000	C	JP Morgan Chase Commercial Mortgage Securities Corp., 6.052%, due 04/15/45		4,052,093
	27,998,569	C,S	JP Morgan Mortgage Trust, 5.406%, due 11/25/35		27,540,554
	28,121,093	C,^	LB-UBS Commercial Mortgage Trust, 0.675%, due 02/15/40		985,774
	1,794,000	C	LB-UBS Commercial Mortgage Trust, 3.992%, due 10/15/29		1,739,962

Principal Amount				Value
$	6,291,000	C,S	LB-UBS Commercial Mortgage Trust, 4.201%, due 12/15/29	$	6,123,737
	499,000	C	LB-UBS Commercial Mortgage Trust, 4.310%, due 02/15/30		485,415
	1,707,000	C	LB-UBS Commercial Mortgage Trust, 4.510%, due 12/15/29		1,636,622
	2,276,000	C	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29		2,246,374
	2,570,112	C	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		2,532,894
	1,066,000	C	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		995,089
	2,050,000	C	LB-UBS Commercial Mortgage Trust, 4.885%, due 09/15/30		2,021,488
	2,416,000	C,S	LB-UBS Commercial Mortgage Trust, 4.998%, due 04/15/30		2,352,587
	3,322,000	C	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		3,285,356
	4,256,000	C	LB-UBS Commercial Mortgage Trust, 5.395%, due 04/15/40		4,073,925
	6,517,000	C,S	LB-UBS Commercial Mortgage Trust, 5.403%, due 02/15/40		6,375,897
	2,358,000	C,S	LB-UBS Commercial Mortgage Trust, 5.516%, due 11/15/38		2,251,223
	1,693,000	C	LB-UBS Commercial Mortgage Trust, 5.533%, due 02/15/40		1,623,797
	3,386,000	C	LB-UBS Commercial Mortgage Trust, 5.563%, due 02/15/40		3,238,667
	5,220,000	C	LB-UBS Commercial Mortgage Trust, 6.226%, due 03/15/26		5,283,528
	15,233,000	C,S	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		15,642,952
	12,136,502	C,S	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		12,678,440
	3,752,000	C	MASTR Alternative Loans Trust, 6.250%, due 07/25/36		3,732,801
	475,222	C	MASTR Alternative Loans Trust, 6.500%, due 05/25/33		476,655
	989,782	C	MASTR Alternative Loans Trust, 8.500%, due 05/25/33		999,151
	105,669,437	^	Merrill Lynch Mortgage Trust, 0.157%, due 10/12/41		2,152,719

See Accompanying Notes to Financial Statements
91

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	92,309,229	#,C,^	Merrill Lynch Mortgage Trust, 0.358%, due 11/12/35	$	635,651
	2,725,000	C	Merrill Lynch Mortgage Trust, 4.892%, due 02/12/42		2,648,618
	19,400,283	C,^	Merrill Lynch/Countrywide Commercial Mortgage Trust, 0.735%, due 08/12/48		814,426
	1,445,000	C	Merrill Lynch/ Countrywide Commercial Mortgage Trust, 5.479%, due 08/12/48		1,378,175
	1,617,000	C	Merrill Lynch/ Countrywide Commercial Mortgage Trust, 5.509%, due 08/12/48		1,537,945
	1,422,930	C	MLCC Mortgage Investors, Inc., 5.550%, due 04/25/29		1,424,277
	626,842	C	MLCC Mortgage Investors, Inc., 5.640%, due 01/25/29		627,426
	8,245,000	C,S	Morgan Stanley Capital I, 5.007%, due 01/14/42		8,039,132
	1,370,263	C	Morgan Stanley Dean Witter Capital I, 4.180%, due 03/12/35		1,305,979
	3,324,968	C	Mortgage Capital Funding, Inc., 6.663%, due 03/18/30		3,333,418
	76,238	C	MortgageIT Trust, 5.690%, due 11/25/35		76,637
	3,764,000	C	New York Mortgage Trust, Inc., 5.654%, due 05/25/36		3,754,491
	1,804,000	C	Nomura Asset Securities Corp., 6.690%, due 03/15/30		1,875,591
	2,370,556	C	Prime Mortgage Trust, 5.820%, due 02/25/35		2,378,252
	2,760,289	C	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36		2,658,050
	15,270,101	C,S	RAAC Series, 5.250%, due 09/25/34		14,931,614
	13,619,849	C,S	Residential Accredit Loans, Inc., 5.500%, due 05/25/34		12,761,874
	1,740,876	C	Residential Accredit Loans, Inc., 5.550%, due 05/25/46		1,743,654
	4,565,994	C	Residential Accredit Loans, Inc., 5.829%, due 09/25/46		4,571,523
	1,384,738	C	Residential Funding Mortgage Security I, 5.770%, due 05/25/33		1,392,479

Principal Amount				Value
$	9,336,663	C,S	Residential Funding Mortgage Security I, 6.000%, due 06/25/36	$	9,345,702
	908,967	C	Sequoia Mortgage Trust, 5.590%, due 01/20/35		910,380
	1,031,534	C	Structured Adjustable Rate Mortgage Loan Trust, 5.630%, due 07/25/35		1,034,499
	1,220,923	C	Structured Adjustable Rate Mortgage Loan Trust, 5.941%, due 05/25/36		1,212,535
	1,737,592	C	Structured Asset Mortgage Investments, Inc., 5.560%, due 04/19/35		1,741,934
	7,916,124	C,S	Structured Asset Mortgage Investments, Inc., 7.653%, due 12/27/35		8,044,070
	1,543,134	C	Structured Asset Securities Corp., 5.500%, due 07/25/33		1,480,204
	2,395,510	C	Thornburg Mortgage Securities Trust, 5.670%, due 12/25/33		2,398,540
	2,650,349	C	Thornburg Mortgage Securities Trust, 5.690%, due 09/25/34		2,654,172
	610,000	C	Wachovia Bank Commercial Mortgage Trust, 5.285%, due 07/15/42		605,374
	1,336,000	#,C	Wachovia Bank Commercial Mortgage Trust, 5.368%, due 10/15/44		1,256,238
	11,328,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.368%, due 10/15/44		10,727,946
	1,808,959	C	Washington Mutual Alternative Mortgage Pass-Through Certificates, 5.772%, due 02/25/47		1,808,251
	9,214,412	C	Washington Mutual Mortgage Pass- Through Certificates, 5.501%, due 01/25/37		9,110,082
	20,471,498	C,S	Washington Mutual Mortgage Pass- Through Certificates, 5.709%, due 06/25/37		20,300,946
	17,746,438	C,S	Washington Mutual Mortgage Pass- Through Certificates, 5.792%, due 05/25/47		17,745,053
	4,929,566	C	Washington Mutual Mortgage Pass- Through Certificates, 5.799%, due 05/25/47		4,929,182

See Accompanying Notes to Financial Statements
92

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	1,895,000	C	Washington Mutual Mortgage Pass- Through Certificates, 5.839%, due 07/25/47	$	1,895,000
	14,066,000	C,S	Washington Mutual Mortgage Pass- Through Certificates, 5.901%, due 07/25/37		14,066,000
	10,047,000	C	Washington Mutual Mortgage Pass- Through Certificates, 5.925%, due 07/25/37		10,047,000
	10,578,759	C	Washington Mutual Mortgage Pass- Through Certificates, 5.989%, due 09/25/46		10,590,745
	4,274,930	C	Washington Mutual Mortgage Pass- Through Certificates, 5.000%, due 12/25/18		4,178,054
	9,222,346	C,S	Washington Mutual Mortgage Pass- Through Certificates, 5.610%, due 09/25/46		9,232,608
	1,294,471	C	Washington Mutual Mortgage Pass- Through Certificates, 5.630%, due 01/25/45		1,297,350
	2,163,574	C,S	Washington Mutual Mortgage Pass- Through Certificates, 5.720%, due 08/25/45		2,171,867
	1,830,603	C	Washington Mutual Mortgage Pass- Through Certificates, 5.724%, due 10/25/46		1,837,669
	13,795,463	C,S	Washington Mutual Mortgage Pass- Through Certificates, 5.750%, due 02/25/36		13,748,209
	1,237,727	C	Washington Mutual Mortgage Pass- Through Certificates, 5.795%, due 06/25/44		1,241,044
	2,761,000	C	Washington Mutual Mortgage Pass- Through Certificates, 5.826%, due 10/25/36		2,761,177
	861,799	C	Washington Mutual Mortgage Pass- Through Certificates, 5.869%, due 11/25/46		860,991
	1,459,152	C	Washington Mutual Mortgage Pass- Through Certificates, 5.920%, due 07/25/36		1,457,681
	5,601,691	C	Washington Mutual Mortgage Pass- Through Certificates, 5.989%, due 11/25/46		5,604,100

Principal Amount				Value
$	7,315,287	C,S	Washington Mutual Mortgage Pass- Through Certificates, 5.999%, due 05/25/46	$	7,317,862
	2,292,182	C	Washington Mutual Mortgage Pass- Through Certificates, 5.999%, due 06/25/46		2,296,569
	3,827,367	C	Washington Mutual Mortgage Pass- Through Certificates, 6.000%, due 06/25/34		3,762,184
	7,529,975	C,S	Washington Mutual Mortgage Pass- Through Certificates, 6.000%, due 07/25/36		7,521,561
	1,593,952	C	Washington Mutual Mortgage Pass- Through Certificates, 6.019%, due 07/25/46		1,596,816
	4,782,000	C	Washington Mutual, Inc., 3.799%, due 06/25/34		4,633,998
	8,274,855	C,S	Washington Mutual, Inc., 5.729%, due 03/25/47		8,260,954
	9,921,092	C	Washington Mutual, Inc., 5.789%, due 04/25/47		9,904,425
	14,385,583	C,S	Washington Mutual, Inc., 5.799%, due 04/25/47		14,381,095
	6,671,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 3.500%, due 06/25/35		6,521,356
	20,208,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.110%, due 06/25/35		19,803,117
	5,950,000	C	Wells Fargo Mortgage-Backed Securities Trust, 4.500%, due 08/25/18		5,619,940
	4,195,000	C	Wells Fargo Mortgage-Backed Securities Trust, 4.795%, due 07/25/34		4,092,215
	4,243,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.795%, due 07/25/34		4,104,451
	4,387,984	C	Wells Fargo Mortgage-Backed Securities Trust, 4.894%, due 08/25/34		4,277,083
	6,547,450	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.000%, due 12/25/33		6,092,199
	10,228,697	C	Wells Fargo Mortgage-Backed Securities Trust, 5.111%, due 03/25/36		10,003,741

See Accompanying Notes to Financial Statements
93

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	10,138,897	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.386%, due 08/25/35	$	9,896,145
	5,743,390	C	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 12/25/35		5,496,605
	6,309,270	C	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 01/25/36		6,020,425
	21,128,088	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.668%, due 12/25/36		20,877,319
	8,563,680	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.950%, due 11/25/36		8,502,107
	9,935,015	C	Wells Fargo Mortgage-Backed Securities Trust, 5.957%, due 10/25/36		9,863,582
	10,987,789	C,S	Wells Fargo Mortgage-Backed Securities Trust, 6.000%, due 06/25/36		10,946,117
					992,599,754
			Total Collateralized Mortgage Obligations (Cost $1,001,276,730)		992,599,754
MUNICIPAL BONDS: 0.6%
			California: 0.2%
	6,482,000	C	City of San Diego, 7.125%, due 06/01/32		6,583,703
					6,583,703
			Michigan: 0.4%
	10,060,000		Michigan Tobacco Settlement Finance Authority, 7.309%, due 06/01/34		10,269,852
					10,269,852
			Total Municipal Bonds (Cost $16,694,591 )		16,853,555
OTHER BONDS: 0.5%
			Foreign Government Bonds: 0.5%
ARS	27,615,300	@@,X	Argentina Bonos, 2.000%, due 09/30/14		9,969,585
MXN	56,870,000	@@	Mexican Bonos, 8.000%, due 12/17/15		5,366,420
			Total Other Bonds (Cost $14,496,664 )		15,336,005

Shares				Value
PREFERRED STOCK: 1.3%
			Banks:0.2%
	248,050	@@,#,P	Santander Finance Preferred SA Unipersonal	$	5,945,461
					5,945,461
			Diversified Financial Services: 0.4%
	182,000	P	Deutsche Bank Capital Trust II		4,468,100
	302,625	P,L	Merrill Lynch & Co., Inc.		7,686,675
					12,154,775
			Insurance: 0.7%
	324,192	@@,P	Aegon NV		7,897,317
	126,500	@@,P	Aegon NV-Series 1	$	3,210,570
	285,147	P	Metlife, Inc.		7,296,912
					18,404,799
			Total Preferred Stock (Cost $36,922,157 )		36,505,035
			Total Long-Term Investments (Cost $2,948,695,746)		2,920,529,191
SHORT-TERM INVESTMENTS:23.3%
			Mutual Fund: 7.2%
	205,600,000	**	ING Institutional Prime Money Market Fund		205,600,000
			Total Mutual Fund (Cost $205,600,000)		205,600,000
Principal Amount				Value
			Foreign Government Securities: 0.9%
JPY	2,410,000,000	@@,Z	Japan Financing Bills, 0.600%, due 09/03/07		19,552,875
JPY	780,000,000	@@,Z	Japan Government Treasury Bill, 0.690%, due 11/20/07		6,318,105
			Total Foreign Government Securities (Cost $26,442,491)		25,870,980

See Accompanying Notes to Financial Statements
94

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount			Value
		Repurchase Agreement: 0.3%
$	9,935,000	Goldman Sachs Repurchase Agreement dated 06/29/07, 5.300%, due 07/02/07, $9,939,388 to be received upon repurchase (Collateralized by $10,041,000 various U.S. Government Agency Obligations, 4.000%- 5.000 %, Market Value plus accrued interest $10,134,323, du	$	9,935,000
		Total Repurchase Agreement (Cost $9,935,000)		9,935,000
		Securities Lending Collateralcc: 14.9%
	426,736,000	The Bank of New York Institutional Cash Reserves Fund		426,736,000
		Total Securities Lending Collateral (Cost $426,736,000)		426,736,000
		Total Short-Term Investments (Cost $668,713,491)		668,141,980

Total Investments in Securities (Cost $3,617,409,237)*	125.3	%	$	3,588,671,171
Other Assets and Liabilities - Net	(25.3	)		(724,497,583	)
Net Assets	100.0	%	$	2,864,173,588

@@  Foreign Issuer

MASTR  Mortgage Asset Securitization Transaction, Inc.

#  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. Unless otherwise footnoted, these securities have been determined to be liquid under the guidelines established by the Funds' Board of Directors/Trustees.

C  Bond may be called prior to maturity date.

P  Preferred Stock may be called prior to convertible date.

cc  Securities purchased with cash collateral for securities loaned.

W  When-issued or delayed delivery security

S  All or a portion of 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 June 30, 2007.

**  Investment in affiliate

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

^  Interest Only (IO) Security

Z  Indicates Zero Coupon Bond; rate shown reflects effective yield on the date of purchase

ARS  Argentine Peso

JPY  Japanese Yen

MXN  Mexican Peso

*  Cost for federal income tax purposes is $3,623,006,363. Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	2,727,153
Gross Unrealized Depreciation		(37,062,345	)
Net Unrealized Depreciation	$	(34,335,192	)

ING VP Intermediate Bond Portfolio Open Futures Contracts on June 30, 2007

Contract Description	Number of Contracts		Notional Market Value ($)		Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
U.S. Treasury 2-Year Note		904		184,218,259	09/28/07	$	(298,876	)
U.S. Treasury 5-Year Note		496		51,622,752	09/28/07		(330,613	)
U.S. Treasury Long Bond		1,051		113,245,250	09/19/07		792,946
						$	163,457

At June 30, 2007 the following forward currency contracts were outstanding for the ING VP Intermediate Bond Portfolio:

Currency		Buy/Sell	Settlement Date	In Exchange For		Value		Depreciation
				USD
Switzerland Francs
CHF	17,379,095	Buy	7/6/07	$	14,236,000	$	14,234,322	$	(1,678	)
Malaysia Ringgits
MYR	145,206,010	Buy	7/6/07		42,672,508		42,071,643		(600,865	)
								$	(602,543	)

See Accompanying Notes to Financial Statements
95

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

ING VP Intermediate Bond Portfolio Credit Default Swap Agreements Outstanding on June 30, 2007:

Counterparty	Reference Entity/Obligation		Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York		Bear Stearns Co. Inc. 5.300%, 10/30/15	Sell		0.240	%	03/20/12	USD	7,856,000	$	(77,268	)
UBS AG		Bear Stearns Co. Inc. 5.300%, 10/30/15	Sell		0.240	%	03/20/12	USD	11,239,000		(96,709	)
Citibank, N.A., New York		Centurytel Inc. 7.875%, 08/15/12	Buy		(0.720	)%	09/20/12	USD	1,083,000		(10,894	)
Citibank, N.A., New York		Centurytel Inc. 7.875%, 08/15/12	Buy		(0.730	)%	09/20/12	USD	8,176,000		(85,936	)
Merrill Lynch International		Centurytel Inc. 7.875%, 08/15/12	Buy		(0.740	)%	09/20/12	USD	3,114,000		(33,020	)
Citibank N.A., New York		Citizens Communications 6.250%, 01/15/13	Sell		1.070	%	06/20/12	USD	7,150,000		(97,480	)
Citibank N.A., New York		CMS Energy Corp. 6.875%, 12/15/15	Sell		0.820	%	03/20/12	USD	1,040,000		1,064
Merrill Lynch International		CMS Energy Corp. 6.875%, 12/15/15	Sell		0.840	%	03/20/12	USD	5,710,000		21,049
Morgan Stanley Capital Services Inc.		Domtar Inc. 7.875%, 10/15/11	Buy		(2.650	)%	09/20/11	USD	2,758,500		(120,966	)
UBS AG		Domtar Inc. 7.875%, 10/15/11	Sell		2.600	%	09/20/11	USD	2,761,000		134,810
Citibank N.A., New York		Dow Jones CDX.EM.6 Index 5-Year	Buy		(1.400	)%	12/20/11	USD	9,301,000		(4,341	)
Lehman Brothers Special Financing,   Inc.		Dow Jones CDX.NA.HY.7 Index 5-Year	Buy		(3.250	)%	12/20/11	USD	15,442,000		274,591
UBS AG		Dow Jones CDX.NA.HY.7 Index 5-Year	Buy		(3.250	)%	12/20/11	USD	9,333,500		203,068
Citibank N.A., New York		Dow Jones CDX.NA.HY.8 Index 7-Year (0-10% Tranche)	Sell		0.048%		06/20/14		USD9,292,000		85,545
Barclays Bank PLC		Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	11,886,000		358,891
Barclays Bank PLC		Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	14,792,000		(278,275	)
Citibank N.A., New York		Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	18,140,000		408,402
UBS AG		Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	5,226,000		6,133
UBS AG		Dow Jones CDX.NA.HY.8 Index 5-Year	Buy		(2.750	)%	06/20/12	USD	11,615,000		5,485
Citibank N.A., New York Dow Jones CDX.NA.IG.6 Index		10-Year (7-10% Tranche)	Sell		1.003	%	06/20/16	USD	16,142,880		(558,130	)
Citibank, N.A., New York		Dow Jones CDX.NA.IG.7 Index 10-Year (30-100% Tranche)	Buy		(0.048)%		12/20/16		USD44,807,000		73,098
Lehman Brothers Special Financing Inc.		Dow Jones CDX.NA.IG.7 Index 10-Year (30-100% Tranche)	Buy		(0.048)%		12/20/16		USD124,553,000		209,321
Lehman Brothers Special Financing Inc.		Dow Jones CDX.NA.IG.HVOL.8 Index 5-Year	Buy		(0.750	)%	06/20/12	USD	92,348,000		344,771
UBS AG		Dow Jones CDX.NA.IG.HVOL.8 Index 5-Year	Buy		(0.750	)%	06/20/12	USD	28,236,000		98,135
UBS AG		Dow Jones CDX.NA.IG.HVOL.8 Index 5-Year	Buy		(0.750	)%	06/20/12	USD	50,294,000		370,293
Barclays Bank PLC		Dow Jones CDX.NA.XO.8 Index 5-Year	Buy		(1.400	)%	06/20/12	USD	29,029,000		33,597
Lehman Brothers Special Financing Inc.		Dow Jones CDX.NA.XO.8 Index 5-Year	Buy		(1.400	)%	06/20/12	USD	28,271,000		347,023
Lehman Brothers Special Financing Inc.		Exelon Corp. 6.750%, 05/01/11	Buy		(0.640	)%	06/20/12	USD	6,229,000		(57,574	)
Barclays Bank PLC		Federative Republic of Brazil 12.25%, 03/06/30	Sell		0.240	%	06/20/08	USD	21,978,000		5,202
Barclays Bank PLC		Federative Republic of Brazil 12.25%, 03/06/30	Buy		(0.725	)%	06/20/12	USD	7,693,000		6,777
Lehman Brothers Special Financing Inc.		Federative Republic of Brazil 12.25%, 03/06/30	Buy		(0.800	)%	07/20/12	USD	6,292,000		(19,286	)
UBS AG		Federative Republic of Brazil 12.25%, 03/06/30	Buy		(0.780	)%	07/20/12	USD	29,035,000		-
Citibank N.A., New York		Gannett Co. 6.375%, 04/01/12	Buy		(0.690	)%	06/20/14	USD	8,772,000		2,246
Morgan Stanley Capital Services Inc.		H.J. Heinz Co. 6.000%, 03/15/08	Buy		(0.350	)%	09/20/11	USD	16,503,000		(23,298	)
Morgan Stanley Capital Services Inc.		H.J. Heinz Co. 6.000%, 03/15/08	Buy		(0.410	)%	09/20/11	USD	19,253,500		(71,183	)
Barclays Bank PLC		Kinder Morgan Inc. 6.500%, 09/01/12	Sell		1.700	%	09/20/11	USD	1,104,000		39,487

See Accompanying Notes to Financial Statements
96

  PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York	Lehman Brothers Holdings Inc. 6.625%, 01/18/12	Sell		0.240	%	03/20/12	USD	7,856,000	$	(38,509	)
UBS AG	Lehman Brothers Holdings Inc. 6.625%, 01/18/12	Sell		0.240	%	03/20/12	USD	11,239,000		(50,457	)
JPMorgan Chase Bank N.A.,   New York	Macy's Inc. 6.625%, 04/01/11	Buy		(0.980	)%	09/20/12	USD	6,400,000		(78,348	)
UBS AG	Macy's Inc. 6.625%, 04/01/11	Buy		(0.980	)%	09/20/12	USD	12,730,000		(149,861	)
UBS AG	Morgan Stanley 6.600%, 04/01/12	Sell		0.260	%	03/20/12	USD	29,060,000		(82,283	)
Credit Suisse International	Norbord Inc. 7.25%, 07/01/12	Buy		(1.450	)%	06/20/14	USD	9,317,000		183,039
UBS AG	Norbord Inc. 7.25%, 07/01/12	Buy		(1.360	)%	06/20/14	USD	3,490,000		76,942
Bear Stearns Credit Products Inc.	Norbord Inc. 7.250%, 07/01/12	Buy		(1.600	)%	06/20/12	USD	6,303,000		(56,099	)
JPMorgan Chase Bank N.A.,   New York	Norbord Inc. 7.250%, 07/01/12	Buy		(1.380	)%	06/20/14	USD	4,344,000		119,766
JPMorgan Chase Bank N.A., New York	Norbord Inc. 7.250%, 07/01/12	Buy		(2.000	)%	06/20/14	USD	6,390,000		(39,805	)
Morgan Stanley Capital Services Inc.	Norbord Inc. 7.250%, 07/01/12	Buy		(1.380	)%	06/20/14	USD	8,507,000		220,937
UBS AG	Norbord Inc. 7.250%, 07/01/12	Buy		(1.500	)%	06/20/12	USD	2,991,000		(16,248	)
UBS AG	Russian Federation 5.000% Step, 03/31/30	Sell		0.240	%	08/20/07	USD	14,485,000		16,768
UBS AG	Russian Federation 5.000% Step, 03/31/30	Sell		0.310	%	08/20/07	USD	21,897,000		38,443
Morgan Stanley Capital Services Inc.	Temple Inland Inc. 7.875%, 05/01/12	Buy		(0.900	)%	03/20/14	USD	5,447,000		60,019
Goldman Sachs International	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.040	)%	03/20/14	USD	2,105,000		11,408
JPMorgan Chase Bank N.A.,   New York	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.890	)%	03/20/14	USD	6,218,000		91,349
JPMorgan Chase Bank N.A.	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.020	)%	03/20/14	USD	6,015,000		45,655
UBS AG	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.900	)%	03/20/14	USD	5,820,000		58,706
UBS AG	Toll Bros Finance Corp. 6.875%, 11/15/12	Buy		(1.000	)%	06/20/12	USD	13,620,000		94,684
Merrill Lynch International	Transocean Inc. 7.375%, 04/15/18	Buy		(0.330	)%	09/20/12	USD	5,801,000		(20,792	)
UBS AG	Transocean Inc. 7.375%, 04/15/18	Buy		(0.340	)%	09/20/12	USD	5,415,000		(21,752	)
Merrill Lynch International	TXU Energy Co. 7.000%, 03/15/13	Buy		(1.200	)%	03/20/12	USD	9,247,000		353,620
UBS AG	TXU Energy Co. 7.000%, 03/15/13	Buy		(1.230	)%	03/20/12	USD	1,766,000		80,213
Barclays Bank PLC	UST Inc. 6.625%, 07/15/12	Buy		(0.300	)%	03/20/14	USD	5,814,000		(16,651	)
Bear Stearns Credit Products Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.280	)%	03/20/14	USD	15,391,000		52,512
Bear Stearns Credit Products Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.380	)%	03/20/17	USD	12,313,000		69,742
Morgan Stanley Capital Services Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.420	)%	03/20/17	USD	5,814,000		2,210
UBS AG	UST Inc. 6.625%, 07/15/12	Buy		(0.280	)%	03/20/14	USD	817,000		853
UBS AG	UST Inc. 6.625%, 07/15/12	Buy		(0.380	)%	03/20/17	USD	1,000,000		2,117
Morgan Stanley Capital Services Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.880	)%	03/20/17	USD	5,814,000		43,260
Citibank N.A., New York	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.580	)%	03/20/14	USD	1,083,000		8,171
JPMorgan Chase Bank N.A.,   New York	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.640	)%	03/20/14	USD	6,191,000		16,789
Lehman Brothers Special Financing Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.570	)%	03/20/14	USD	6,218,000		35,505
Morgan Stanley Capital Services Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.600	)%	03/20/14	USD	11,701,000		57,825
Citibank N.A., New York	Williams Partners LP 7.500%, 06/15/11	Sell		1.030	%	03/20/12	USD	7,035,351		111,597
UBS AG	XL Capital Ltd. 5.250%, 09/15/14	Buy		(0.610	)%	09/20/16	USD	5,501,000		(51,400	)
UBS AG	XL Capital Ltd. 5.250%, 09/15/14	Buy		(0.610	)%	09/20/16	USD	11,002,000		(102,800	)
									$	2,621,753

See Accompanying Notes to Financial Statements
97

  PORTFOLIO OF INVESTMENTS
ING VP MONEY MARKET PORTFOLIO⁽¹⁾  AS OF JUNE 30, 2007 (UNAUDITED)

Investment Type Allocation
as of June 30, 2007

(as a percent of net assets)

Corporate Bonds/Notes	54.3	%
Commercial Paper	39.1	%
Repurchase Agreement	4.2	%
Certificates of Deposit	1.3	%
U.S. Government Agency Obligation	0.9	%
Collateralized Mortgage Obligations	0.7	%
Other Assets and Liabilities - Net	(0.5	)%
Net Assets	100.0	%

* Other Assets and Liabilities includes securities lending collateral

Portfolio holdings are subject to change daily.

Principal Amount				Value
CERTIFICATES OF DEPOSIT: 1.3%
$	21,600,000		Mizuho Corporate Bank, 5.310%, due 07/17/07	$	21,600,000
			Total Certificates of Deposit (Cost $21,600,000)		21,600,000
COLLATERALIZED MORTGAGE OBLIGATIONS: 0.7%
	10,750,000	@@,#,C	Cheyne High Grade CDO Ltd., 5.370%, due 11/13/07		10,750,000
			Total Collateralized Mortgage Obligations (Cost $10,750,000)		10,750,000
COMMERCIAL PAPER: 39.1%
	54,000,000	@@,#	ASB Finance Ltd., 5.100%, due 01/25/08		53,015,725
	6,400,000		Bank of America Corp., 5.260%, due 09/25/07		6,319,580
	8,000,000		Cafco, LLC, 5.280%, due 07/17/07		7,981,227
	17,000,000	@@	Cargill Global Funding PLC, 5.280%, due 08/23/07		16,857,336
	73,570,000	#	Concord Minutemen Capital Co., LLC, 5.260%, due 07/27/07		73,413,638
	69,500,000	#	Crown Point Capital Corp., 5.305%, due 07/09/07		69,328,962
	70,529,000	@@,#	Duke Funding High Grade I Ltd., 5.290%, due 07/06/07		70,403,493
	11,500,000		Jupiter Securitization Corp., 5.350%, due 07/12/07		11,481,201
	70,500,000		Monument Gardens Funding, LLC, 5.320%, due 07/25/07		70,206,920
	23,100,000	#	Old Line Funding, LLC, 5.300%, due 07/25/07		23,045,785
	15,000,000		Park Avenue Receivables Corp., 5.300%, due 07/16/07		14,966,875
	75,917,000	#	St. Germain Holdings Ltd., 5.290%, due 07/11/07		75,765,691
	70,500,000		Tulip Funding Corp., 5.335%, due 07/31/07		70,306,946

Principal Amount				Value
$	10,000,000		UBS Finance, 5.350%, due 07/18/07	$	9,974,736
	34,900,000		Westpac Securities New Zealand, 5.255%, due 07/27/07		34,834,983
			Total Commercial Paper (Cost $607,903,098)		607,903,098
CORPORATE BONDS/NOTES: 54.3%
	3,500,000	@@	Alliance & Leicester PLC, 5.435%, due 01/14/08		3,501,356
	5,750,000		Allstate Life Global Funding II, 5.320%, due 08/27/08		5,750,529
	2,400,000	L	Allstate Life Global Funding II, 5.337%, due 07/30/07		2,396,555
	10,940,000		Allstate Life Global Funding II, 5.402%, due 01/25/08		10,846,296
	3,500,000	#	Allstate Life Global Funding II, 5.476%, due 06/20/08		3,402,964
	3,400,000		American Express Bank FSB, 5.290%, due 08/10/07		3,399,959
	6,500,000		American Express Bank FSB, 5.400%, due 11/21/07		6,502,519
	11,000,000		American Express Centurion, 5.320%, due 08/20/08		11,000,211
	4,250,000		American Express Centurion, 5.394%, due 05/16/08		4,164,872
	4,500,000		American Express Centurion, 5.400%, due 11/16/07		4,501,667
	5,000,000		American Express Centurion, 5.410%, due 09/14/07		5,001,113
	18,290,000		American General Finance Corp., 5.292%, due 11/15/07		18,236,687
	34,200,000	#,C	American General Finance Corp., 5.370%, due 08/15/08		34,205,676
	16,000,000		American General Finance Corp., 5.480%, due 01/18/08		16,012,161
	10,000,000	#	American Honda Finance Corp., 5.360%, due 03/11/08		9,921,650
	4,000,000	#	American Honda Finance Corp., 5.380%, due 02/04/08		4,001,994
	1,600,000	#	American International Group, 5.360%, due 06/23/08		1,600,314
	2,900,000	@@,#	ANZ National Bank, 5.302%, due 05/16/08		2,874,704
	7,100,000	@@,#	Banco Santander Totta, 5.330%, due 08/15/08		7,100,335
	7,500,000		Bank of America N.A., 5.315%, due 12/04/07		7,499,705
	9,500,000	#	Bank of New York, Inc., 5.380%, due 05/27/08		9,500,000
	3,150,000		Bear Stearns Cos., Inc., 4.550%, due 07/02/08		3,071,334
	1,500,000		Bear Stearns Cos., Inc., 5.332%, due 08/15/07		1,504,429
	13,000,000		Bear Stearns Cos., Inc., 5.370%, due 08/01/07		13,000,408

See Accompanying Notes to Financial Statements
98

  PORTFOLIO OF INVESTMENTS
ING VP MONEY MARKET PORTFOLIO⁽¹⁾  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount				Value
CORPORATE BONDS/NOTES (continued)
$	12,750,000		Bear Stearns Cos., Inc., 5.380%, due 08/28/08	$	12,750,000
	12,300,000		Bear Stearns Cos., Inc., 5.400%, due 08/04/08		12,300,000
	4,300,000		Bear Stearns Cos., Inc., 5.420%, due 01/15/08		4,302,753
	6,850,000		Bear Stearns Cos., Inc., 5.465%, due 01/31/08		6,792,386
	4,000,000		Bear Stearns Cos., Inc., 5.510%, due 04/29/08		4,005,494
	5,000,000		Bear Stearns Cos., Inc., 5.618%, due 12/15/07		5,024,600
	6,000,000		Canadian Imperial Bank of Commerce, 5.320%, due 08/22/08		6,001,306
	13,200,000		Canadian Imperial Bank of Commerce, 5.360%, due 02/14/08		13,202,908
	12,000,000		Citigroup Funding, Inc., 5.360%, due 03/14/08		12,003,490
	15,000,000		Credit Suisse, 5.320%, due 03/14/08		15,000,000
	4,000,000		Credit Suisse, 5.456%, due 06/01/08		4,036,786
	2,865,000		Credit Suisse, 5.470%, due 06/02/08		2,868,332
	13,000,000	@@,#	Danske Bank A/S, 5.290%, due 08/20/08		12,998,892
	35,000,000		Deutsche Bank, 5.360%, due 06/19/08		35,008,619
	16,000,000		General Electric Capital Corp., 5.445%, due 07/09/07		16,000,000
	22,000,000	I	Goldman Sachs Group Inc., 5.350%, due 04/11/08		22,000,000
	19,550,000	#	Goldman Sachs Group Inc., 5.370%, due 08/15/08		19,553,834
	7,800,000	@@,#	HBOS Treasury Services PLC, 5.300%, due 07/31/08		7,800,000
	27,000,000	@@,#	HBOS Treasury Services PLC, 5.430%, due 06/24/08		27,000,488
	13,500,000		HSBC Finance Corp., 5.312%, due 06/17/08		13,629,455
	3,000,000		HSBC Finance Corp., 5.316%, due 01/15/08		2,989,182
	6,420,000		HSBC Finance Corp., 5.368%, due 03/11/08		6,366,076
	3,000,000		JP Morgan Chase, 5.412%, due 06/30/08		2,919,880
	1,100,000		JP Morgan Chase, 5.424%, due 09/01/07		1,097,628
	13,639,000		Lehman Brothers Holdings, Inc., 5.819%, due 02/01/08		13,756,865
	1,000,000		Marshall & Ilsley Bank, 5.030%, due 02/08/08		990,073
	6,000,000	#	MBIA Global Funding LLC, 5.315%, due 03/14/08		6,000,000
	28,000,000	#	MBIA Global Funding LLC, 5.350%, due 11/28/07		28,002,789
	10,000,000	#	MBIA Global Funding LLC, 5.370%, due 02/15/08		10,002,450
	6,925,000	#	MBIA Global Funding LLC, 5.390%, due 01/11/08		6,928,276

Principal Amount				Value
$	4,500,000		MBNA Corp., 5.786%, due 05/05/08	$	4,516,726
	7,000,000		Merrill Lynch & Co., Inc., 5.323%, due 04/21/08		6,910,115
	5,000,000		Merrill Lynch & Co., Inc., 5.360%, due 08/22/07		5,000,504
	6,200,000		Merrill Lynch & Co., Inc., 5.390%, due 08/24/07		6,200,589
	8,000,000		Morgan Stanley, 5.360%, due 08/01/08		8,005,120
	9,000,000		Morgan Stanley, 5.390%, due 04/25/08		9,003,548
	10,000,000		Morgan Stanley, 5.400%, due 08/04/08		10,009,264
	17,000,000		Morgan Stanley, 5.410%, due 03/07/08		17,008,968
	7,450,000	C	Morgan Stanley, 5.449%, due 04/01/08		7,351,059
	14,000,000		Morgan Stanley, 5.480%, due 07/27/07		14,001,529
	4,200,000		Morgan Stanley, 5.760%, due 05/14/08		4,213,936
	14,000,000		Natixis SA, 5.310%, due 12/05/07		13,998,822
	10,040,000		PNC Funding Corp., 5.353%, due 03/10/08		9,961,858
	11,500,000		Royal Bank of Canada, 5.305%, due 04/02/08		11,498,871
	25,500,000		Royal Bank of Canada, 5.316%, due 01/22/08		25,492,080
	2,590,000	@@,#	Royal Bank of Scotland, 5.335%, due 11/30/07		2,570,840
	35,500,000	@@,#	Santander US Debt SA, 5.366%, due 02/06/08		35,506,018
	4,600,000	@@,#	Santander US Debt SA, 5.370%, due 09/21/07		4,600,359
	3,500,000		Suntrust Bank, 5.290%, due 11/19/07		3,500,000
	2,800,000		Toyota Motor Credit Corp., 5.286%, due 03/17/08		2,798,401
	4,200,000		Toyota Motor Credit Corp., 5.286%, due 03/24/08		4,197,498
	32,500,000		Toyota Motor Credit Corp., 5.340%, due 06/16/08		32,507,331
	14,500,000	C	UBS AG, 5.437%, due 11/28/07		14,497,169
	8,500,000		US Bank, 5.390%, due 10/01/07		8,501,257
	4,500,000		Washington Mutual Bank, 5.340%, due 09/17/07		4,499,929
	27,300,000		Washington Mutual Bank, 5.390%, due 04/18/08		27,304,915
	23,800,000		Washington Mutual Bank, 5.400%, due 11/16/07		23,803,803
	7,800,000		Westpac Banking Corp., 5.420%, due 07/11/08		7,800,000
			Total Corporate Bonds/Notes (Cost $845,590,509)		845,590,509
U.S. GOVERNMENT AGENCY OBLIGATION: 0.9%
	13,000,000		Federal Home Loan Bank, 4.000%, due 06/13/08		12,853,116
			Total U.S. Government Agency Obligation (Cost $12,853,116)		12,853,116

See Accompanying Notes to Financial Statements
99

  PORTFOLIO OF INVESTMENTS
ING VP MONEY MARKET PORTFOLIO⁽¹⁾  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Principal Amount			Value
REPURCHASE AGREEMENT: 4.2%
$	63,657,000	Goldman Sachs Repurchase Agreement dated 06/29/07, 5.300%, due 07/02/07 $63,685,115 to be received upon repurchase (Collateralized by $52,915,000 U.S. Treasury Bond, 7.250%, Market Value plus accrued interest $64,930,251, due 08/15/22).	$	63,657,000
		Total Repurchase Agreement (Cost $63,657,000)		63,657,000
SECURITIES LENDING COLLATERALCC: 0.0%
	402,000	The Bank of New York Institutional Cash Reserves Fund		402,000
		Total Securities Lending Collateral (Cost $402,000)		402,000

Total Investments in Securities (Cost $1,562,755,723)*	100.5	%	$	1,562,755,723
Other Assets and Liabilities - Net	(0.5	)		(7,977,120	)
Net Assets	100.0	%	$	1,554,778,603

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

@@  Foreign Issuer

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

cc  Securities purchased with cash collateral for securities loaned.

C  Bond may be called prior to maturity date.

I  Illiquid security

L  Loaned security, a portion or all of the security is on loan at June 30, 2007.

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

See Accompanying Notes to Financial Statements
100

ING VP GLOBAL SCIENCE AND  PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED)

Shares				Value
COMMON STOCK: 99.0%
			Australia: 0.5%
	46,000		Computershare Ltd.	$	438,921
					438,921
			Bermuda: 0.6%
	10,700		Accenture Ltd.		458,923
					458,923
			Brazil: 0.6%
	30,200	@,L	NET Servicos de Comunicacao SA ADR		499,206
					499,206
			Canada: 0.5%
	9,800	@	Cognos, Inc.		388,766
					388,766
			Cayman Islands: 0.6%
	21,900	L	Seagate Technology, Inc.		476,763
					476,763
			China: 0.0%
	1,400	@	China Communications Services Corp., Ltd.		1,034
					1,034
			France: 3.7%
	4,400	@,L	Alstom		733,712
	14,000	@	Business Objects SA ADR		543,760
	5,615		Capgemini SA		410,505

Shares					Value
	3,400		L	Neopost SA	$	497,485
	5,819		@	NicOx SA		141,582
	4,600			Schneider Electric SA		644,498
						2,971,542
		��		Germany: 2.5%
	13,200		@,L	Infineon Technologies AG ADR		218,196
	13,500		L	SAP AG ADR		689,445
	3,900			Siemens AG		558,487
	6,200			Software AG		601,773
						2,067,901
				Hong Kong: 1.9%
	76,900		L	ASM Pacific Technology		557,055
	92,400			China Mobile Ltd.		994,134
						1,551,189
				India: 1.3%
	51,000		@	Bharti Airtel Ltd.		1,048,276
						1,048,276
				Japan: 3.6%
	7,000			Disco Corp.		404,628
	32,100			Kurita Water Industries Ltd.		1,007,814
	1,200			Nintendo Co., Ltd.		437,812
	56,300			Shimadzu Corp.		591,878
	22,000			Sumitomo Metal Mining Co., Ltd.		476,932
						2,919,064
				Mexico: 0.7%
	9,000		L	America Movil SA de CV ADR		557,370
						557,370
				Singapore: 0.6%
	678,400		@,L	United Test and Assembly Center Ltd.		514,636
						514,636
				South Korea: 1.5%
	4,500		@	NHN Corp.		819,107
	700			Samsung Electronics Co., Ltd.		427,947
						1,247,054
				Switzerland: 1.5%
	3,100			Roche Holding AG		549,278
	7,500			Roche Holding AG ADR		665,185
						1,214,463
				Taiwan: 4.1%
	74,433			HON HAI Precision Industry Co., Ltd.		642,917
	476,000			Inventec Co., Ltd.		360,495
	32,000			MediaTek, Inc.		497,873
	125,000			Realtek Semiconductor Corp.		619,717
	276,000			Synnex Technology International Corp.		416,082
	52,259			Taiwan Semiconductor Manufacturing Co., Ltd. ADR		581,643
	225,000			Vanguard International Semiconductor Corp.		224,858
						3,343,585

See Accompanying Notes to Financial Statements
101

ING VP GLOBAL SCIENCE AND  PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			United Kingdom: 2.0%
	41,200	@	Autonomy Corp. PLC	$	590,978
	52,900	@	Blinkx PLC		46,210
	88,200		Meggitt PLC		541,958
	33,500		Rightmove PLC		420,066
					1,599,212
			United States: 72.8%
	7,800		Abbott Laboratories		417,690
	24,800	@,L	Adobe Systems, Inc.		995,720
	25,300	@	Agilent Technologies, Inc.		972,532
	10,800	@,L	Alexion Pharmaceuticals, Inc.		486,648
	21,100	L	Altera Corp.		466,943
	12,700	@	American Tower Corp.		533,400
	15,400		Amphenol Corp.		549,010
	15,800	L	Analog Devices, Inc.		594,712
	21,700	@	Apple, Inc.		2,648,268
	23,500	@	Applera Corp. - Celera Genomics Group		291,400
	29,000		Applied Materials, Inc.		576,230
	14,600		AT&T, Inc.		605,900
	24,500	@	Atheros Communications, Inc.		755,580
	16,900	@,L	Autodesk, Inc.		795,652
	9,100	@	Avnet, Inc.		360,724
	8,400		Becton Dickinson & Co.		625,800
	12,300	@	Biogen Idec, Inc.		658,050
	22,800	@,L	BioMarin Pharmaceuticals, Inc.		409,032
	14,600		Biomet, Inc.		667,512
	24,600	@	Broadcom Corp.		719,550
	24,900	@,L	Cadence Design Systems, Inc.		546,804
	6,200	@,L	Cavium Networks, Inc.		140,244
	2,500	@,L	Cephalon, Inc.		200,975
	9,000	@,L	Charles River Laboratories International, Inc.		464,580
	23,100	@	Chordiant Software, Inc.		361,746
	24,700	@,L	Ciena Corp.		892,411
	49,600	@	Cisco Systems, Inc.		1,381,360
	10,300	@	Computer Sciences Corp.		609,245
	3,000	@	COMSCORE, Inc.		69,450
	32,800	@	Corning, Inc.		838,040
	6,200	@,W	Covance, Inc.		425,072
	10,600		CVS Corp.		386,370
	15,800	@,L	Cyberonics		265,756
	24,100	@,L	DST Systems, Inc.		1,908,957
	18,900	@	eBay, Inc.		608,202
	10,300	@,L	Electronic Arts, Inc.		487,396
	39,300	@	EMC Corp.		711,330
	64,900	@	Finisar Corp.		245,322
	7,000	@	Fiserv, Inc.		397,600
	26,500	@,L	Foundry Networks, Inc.		441,490
	6,800	@	Genentech, Inc.		514,488
	19,400	@	Gilead Sciences, Inc.		752,138
	14,000		Goodrich Corp.		833,840
	3,200	@	Google, Inc.		1,674,816
	13,100	L	Harris Corp.		714,605
	21,700		Hewlett-Packard Co.		968,254
	10,500	@	ImClone Systems, Inc.		371,280
	14,600	@	Infinera Corp.		363,832
	9,100	@,L	Integra LifeSciences Holdings Corp.		449,722
	26,200	@	Integrated Device Technology, Inc.		400,074
	43,200		Intel Corp.		1,026,432
	16,200		International Business Machines Corp.		1,705,050
	15,100		Intersil Corp.		475,046
	4,400		Johnson & Johnson		271,128

Shares				Value
	24,800	@,L	Juniper Networks, Inc.	$	624,216
	18,600	L	KLA-Tencor Corp.		1,022,070
	19,949	@,L	Kosan Biosciences, Inc.		104,134
	38,900	@,L	Kulicke & Soffa Industries, Inc.		407,283
	4,300	@,L	Kyphon, Inc.		207,045
	9,400	@	Lam Research Corp.		483,160
	15,900	@,L	Liberty Global, Inc.		652,536
	10,700	@,L	Limelight Networks, Inc.		211,646
	12,600	L	Linear Technology Corp.		455,868
	9,700		Lockheed Martin Corp.		913,061
	23,900		Maxim Integrated Products		798,499
	11,800	@	McAfee, Inc.		415,360
	15,000		Medtronic, Inc.		777,900
	9,400	@	MEMC Electronic Materials, Inc.		574,528
	18,100		Merck & Co., Inc.		901,380
	21,500	@	MetroPCS Communications, Inc.		710,360
	32,200		Microsoft Corp.		948,934
	5,200	@,L	Millipore Corp.		390,468
	23,200		Motorola, Inc.		410,640
	22,100	@,L	Myriad Genetics, Inc.		821,899
	21,000		National Semiconductor Corp.		593,670
	8,900	@,L	Netlogic Microsystems, Inc.		283,376
	13,000	@,L	Network Appliance, Inc.		379,600
	14,700	@,L	Nvidia Corp.		607,257
	34,100	@	Oracle Corp.		672,111
	10,900	L	Owens & Minor, Inc.		380,846
	6,700	@,L	Priceline.com, Inc.		460,558
	25,400		Qualcomm, Inc.		1,102,106
	13,000	@	SenoRx, Inc.		133,380
	6,600	L	Stryker Corp.		416,394
	25,500	@	Sybase, Inc.		609,195
	14,900	@	Synopsys, Inc.		393,807
	25,700		Texas Instruments, Inc.		967,091
	4,300		Textron, Inc.		473,473
	22,800	@,L	Thoratec Corp.		419,292
	44,700	@	TIBCO Software, Inc.		404,535
	7,500	@	Varian, Inc.		411,225
	24,300	@	VeriSign, Inc.		771,039
	41		Windstream Corp.		605
	26,000	@	Wright Medical Group, Inc.		627,120
	14,900	L	Xilinx, Inc.		398,873
	18,600	@,L	Yahoo!, Inc.		504,618
	5,400	@	Zimmer Holdings, Inc.		458,406
					59,332,972
			Total Common Stock (Cost $68,252,077 )		80,630,877

Principal Amount			Value
SHORT-TERM INVESTMENTS: 24.6%
		Securities Lending Collateralcc: 24.6%
$	20,063,000	The Bank of New York Institutional Cash Reserves Fund		20,063,000
		Total Short-Term Investments (Cost $20,063,000)		20,063,000

Total Investments in Securities (Cost $88,315,077)*	123.6	%	$	100,693,877
Other Assets and Liabilities - Net	(23.6	)		(19,229,769	)
Net Assets	100.0	%	$	81,464,108

See Accompanying Notes to Financial Statements
102

ING VP GLOBAL SCIENCE AND  PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

@  Non-income producing security

ADR  American Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

W  When-issued or delayed delivery security

L  Loaned security, a portion or all of the security is on loan at June 30, 2007.

*  Cost for federal income tax purposes is $88,403,001.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	13,311,018
Gross Unrealized Depreciation		(1,020,142	)
Net Unrealized Appreciation	$	12,290,876
Industry	Percentage of Net Assets
Aerospace/Defense		2.8	%
Biotechnology		5.3
Commercial Services		0.6
Computers		14.5
Distribution/Wholesale		0.5
Electrical Components & Equipment		0.8
Electronics		4.1
Environmental Control		1.2
Hand/Machine Tools		0.5
Healthcare - Products		6.7
Healthcare - Services		0.5
Internet		8.0
Machinery - Diversified		0.9
Media		1.4
Mining		0.6
Miscellaneous Manufacturing		1.3
Office/Business Equipment		0.6
Pharmaceuticals		5.2
Retail		0.5
Semiconductors		18.0
Software		9.5
Telecommunications		15.0
Toys/Games/Hobbies		0.5
Short-Term Investments		24.6
Other Assets and Liabilities - Net		(23.6	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
103

ING VP GLOBAL SCIENCE AND   PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

At June 30, 2007 the following forward currency contracts were outstanding for the ING VP Global Science and Technology Portfolio:

Currency		Buy/Sell	Settlement Date	In Exchange For		USD Exchange		Value		Unrealized Appreciation/ (Deprec iation)
					USD
Canada Dollars
CAD	300,000	Buy	7/18/07		281,036	USD	-		281,751	$	715
EURO
EUR	133,000	Buy	7/18/07		180,084	USD	-		180,122		38
EURO
EUR	590,000	Buy	7/18/07		805,183	USD	-		799,038		(6,145	)
EURO
EUR	695,000	Buy	7/18/07		950,301	USD	-		941,240		(9,061	)
EURO
EUR	2,900,000	Buy	7/18/07		3,962,995	USD	-		3,927,475		(35,520	)
EURO
EUR	710,000	Buy	7/18/07		946,849	USD	-		961,554		14,705
British Pound Sterling
GBP	675,000	Buy	7/18/07		1,352,005	USD	-		1,355,166		3,161
Japanese Yen
JPY	66,230,000	Buy	7/23/07		562,592	USD	-		539,573		(23,019	)
Japanese Yen
JPY	113,145,000	Buy	7/18/07		955,524	USD	-		921,169		(34,354	)
Japanese Yen
JPY	199,720,000	Buy	7/18/07		1,684,562	USD	-		1,626,019		(58,543	)
Japanese Yen
JPY	16,525,000	Buy	7/18/07		139,178	USD	-		134,538		(4,640	)
Norway Krone
NOK	815,000	Buy	7/18/07		135,423	USD	-		138,256		2,833
										$	(149,830	)
Canada Dollars
CAD	5,000	Sell	7/18/07		4,354	USD	-		4,696		(342	)
Canada Dollars
CAD	155,000	Sell	7/18/07		137,823	USD	-		145,571		(7,748	)
Canada Dollars
CAD	155,000	Sell	7/18/07		137,824	USD	-		145,571		(7,747	)
Switzerland Francs
CHF	780,000	Sell	7/18/07		645,960	USD	-		639,455		6,505
EURO
EUR	1,000,000	Sell	7/18/07		678,725	GBP	1,362,645		1,354,302		8,343
EURO
EUR	1,400,000	Sell	7/18/07		958,482	GBP	1,924,300		1,896,023		28,277
EURO
EUR	1,005,000	Sell	7/18/07		159,611,386	JPY	1,299,475		1,361,073		(61,598	)
EURO
EUR	1,005,000	Sell	7/18/07		159,700,962	JPY	1,300,204		1,361,073		(60,869	)
EURO
EUR	1,675,500	Sell	7/18/07		2,258,532	USD	-		2,269,133		(10,601	)
EURO
EUR	695,000	Sell	7/18/07		949,301	USD	-		941,240		8,061
EURO
EUR	2,000,000	Sell	7/18/07		2,724,840	USD	-		2,708,604		16,236
British Pound Sterling
GBP	955,788	Sell	7/18/07		1,400,000	EUR	1,896,023		1,918,892		(22,869	)
British Pound Sterling
GBP	658,500	Sell	7/18/07		1,301,657	USD	-		1,322,040		(20,383	)
British Pound Sterling
GBP	675,000	Sell	7/18/07		1,352,255	USD	-		1,355,166		(2,911	)
British Pound Sterling
GBP	725,000	Sell	7/18/07		1,448,189	USD	-		1,455,549		(7,360	)
British Pound Sterling
GBP	205,000	Sell	7/18/07		404,592	USD	-		411,569		(6,977	)
British Pound Sterling
GBP	165,000	Sell	7/18/07		325,014	USD	-		331,263		(6,249	)
Hong Kong Dollars
HKD	9,410,000	Sell	7/18/07		1,207,696	USD	-		1,203,998		3,698
Hong Kong Dollars
HKD	1,400,000	Sell	7/18/07		179,375	USD	-		179,128		247
India Rupees
INR	33,085,000	Sell	7/19/07		794,739	USD	-		811,884		(17,145	)

See Accompanying Notes to Financial Statements
104

ING VP GLOBAL SCIENCE AND  PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Currency		Buy/Sell	Settlement Date	In Exchange For		USD Exchange		Value		Unrealized Appreciation/ (Depreciation)
					USD
Japanese Yen
JPY	80,719,099	Sell	7/18/07		505,000	EUR	683,922		657,174	$	26,748
Japanese Yen
JPY	379,030,500	Sell	7/18/07		3,217,350	USD	-		3,085,875		131,475
Japanese Yen
JPY	113,145,000	Sell	7/18/07		957,055	USD	-		921,169		35,886
Japanese Yen
JPY	199,720,000	Sell	7/18/07		1,685,486	USD	-		1,626,019		59,467
Japanese Yen
JPY	220,000,000	Sell	7/18/07		1,848,620	USD	-		1,791,129		57,491
Korea (South) Won
KRW	2,394,675,000	Sell	7/19/07		2,581,248	USD	-		2,594,197		(12,949	)
Singapore Dollars
SGD	557,000	Sell	7/18/07		369,094	USD	-		364,439		4,655
Taiwan New Dollars
TWD	90,000,000	Sell	7/19/07		2,727,066	USD	-		2,741,697		(14,631	)
										$	126,710

See Accompanying Notes to Financial Statements
105

  PORTFOLIO OF INVESTMENTS
ING VP INTERNATIONAL EQUITY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED)

Shares				Value
COMMON STOCK: 98.4%
			Australia: 4.1%
	52,599		BHP Billiton Ltd.	$	1,571,697
	66,989	@	Brambles Ltd.		690,616
	34,700		National Australia Bank Ltd.		1,205,916
					3,468,229
			Belgium: 3.6%
	32,882		Fortis		1,393,665
	6,800		KBC Groep NV		916,425
	8,731		Omega Pharma SA		755,827
					3,065,917
			Brazil: 1.7%
	6,000		Petroleo Brasileiro SA ADR		727,620
	6,300	L	Uniao de Bancos Brasileiros SA GDR		711,081
					1,438,701
			China: 0.8%
	633,000		China Yurun Food Group Ltd.		707,731
					707,731
			Egypt: 0.7%
	8,700	L	Orascom Telecom GDR		555,318
					555,318
			France: 10.1%
	76,709	L	Alcatel SA		1,072,979
	8,800		Bouygues SA		737,310

Shares				Value
	7,542		LVMH Moet Hennessy Louis Vuitton SA	$	867,819
	11,675	@	SeLoger.com		648,196
	6,395		Societe Generale		1,184,856
	20,200		Total SA		1,637,780
	14,838	L	Veolia Environnement		1,165,391
	28,397		Vivendi		1,221,574
					8,535,905
			Germany: 9.4%
	8,916		Deutsche Bank AG		1,290,392
	15,600		Fresenius Medical Care AG & Co. KGaA		717,020
	23,076		Heidelberger Druckmaschinen		1,113,168
	15,900		Henkel KGaA-Vorzug		837,863
	5,936		Hochtief AG		646,407
	11,600		RWE AG		1,230,530
	14,717		Siemens AG		2,107,499
					7,942,879
			Greece: 1.1%
	20,197		Coca-Cola Hellenic Bottling Co. SA		929,415
					929,415
			Hong Kong: 0.8%
	53,000		Cheung Kong Holdings Ltd.		694,490
					694,490
			Ireland: 2.3%
	51,600		Bank of Ireland-London Exchange		1,039,577
	36,510	@	Smurfit Kappa PLC		918,667
					1,958,244
			Italy: 4.5%
	35,400		ERG S.p.A.		961,045
	131,635		Intesa Sanpaolo S.p.A.		981,436
	25,808	L	Italcementi S.p.A.		796,807
	482,106		Telecom Italia S.p.A. RNC		1,068,465
					3,807,753
			Japan: 21.2%
	90,000		Bank of Yokohama Ltd.		630,340
	35,300		Don Quijote Co., Ltd.		706,216
	118		East Japan Railway Co.		909,215
	13,500	@,L	Elpida Memory, Inc.		592,821
	148,000		Fuji Heavy Industries Ltd.		707,844
	229,000	@	Haseko Corp.		677,198
	34,700		Hitachi Construction Machinery Co., Ltd.		1,205,684
	26,900		Hoya Corp.		892,357
	266		Kenedix, Inc.		495,077
	64,500		Konica Minolta Holdings, Inc.		950,640
	42,000		Matsushita Electric Industrial Co., Ltd.		832,321
	93		Mitsubishi UFJ Financial Group, Inc.		1,024,924
	29,000		Mitsui Fudosan Co., Ltd.		812,821
	81,700		Nissan Motor Co., Ltd.		874,672
	28,000		Seven & I Holdings Co., Ltd.		800,391
	5,000		SFCG Co., Ltd.		837,707
	35,900		Shinko Electric Industries		772,603
	131,000		Sumitomo Chemical Co., Ltd.		879,063
	43,000		Sumitomo Corp.		783,956
	196,000		Sumitomo Metal Industries Ltd.		1,152,316

See Accompanying Notes to Financial Statements
106

  PORTFOLIO OF INVESTMENTS
ING VP INTERNATIONAL EQUITY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Shares				Value
			Japan (continued)
	58,000		Sumitomo Trust & Banking Co., Ltd.	$	552,422
	23,900		Tokyo Electric Power Co., Inc.		768,789
					17,859,377
			Mexico: 0.8%
	16,200		Fomento Economico Mexicano SA de CV ADR		636,984
					636,984
			Netherlands: 6.2%
	30,946		Koninklijke Philips Electronics NV		1,311,397
	47,868		Royal Dutch Shell PLC-Class B		1,995,426
	48,400	@	Tele Atlas NV		1,035,480
	18,428		USG People NV		864,632
					5,206,935
			Norway: 1.3%
	42,150	@	Petroleum Geo-Services ASA		1,052,508
					1,052,508
			Russia: 0.8%
	6,728		Wimm-Bill-Dann Foods OJSC ADR		699,779
					699,779
			South Korea: 0.6%
	5,737		Kookmin Bank ADR		503,250
					503,250
			Spain: 3.2%
	60,840	L	Banco Bilbao Vizcaya Argentaria SA		1,487,836
	54,418	L	Telefonica SA		1,211,022
					2,698,858
			Sweden: 1.0%
	51,600		Atlas Copco AB-Class B		807,174
					807,174
			Switzerland: 6.0%
	5,173		Nestle SA		1,965,603
	10,100		Roche Holding AG		1,789,584
	4,222		Zurich Financial Services AG		1,305,149
					5,060,336
			Taiwan: 0.8%
	56,882	L	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		633,097
					633,097
			United Kingdom: 17.4%
	22,656		AstraZeneca PLC		1,214,155
	69,654		Barclays PLC		969,090
	76,726	@	British Airways PLC		641,726
	40,421		British American Tobacco PLC		1,378,577
	83,884		Croda International		1,065,516
	130,742		First Choice Holidays PLC		830,418
	65,800		GlaxoSmithKline PLC		1,714,090
	109,303		HSBC Holdings PLC		2,001,392
	103,525		International Power PLC		889,869
	402,497		Legal & General Group PLC		1,207,515
	27,880		Scottish & Southern Energy PLC		808,360
	80,708		Tate & Lyle PLC		915,896

Shares				Value
	310,887		Vodafone Group PLC	$	1,041,724
					14,678,328
			Total Common Stock (Cost $69,278,668 )		82,941,208
PREFERRED STOCK: 1.2%
			Germany: 1.2%
	25,501		ProSieben SAT.1 Media AG		1,001,371
			Total Preferred Stock (Cost $871,205 )		1,001,371
			Total Long-Term Investments (Cost $70,149,873)		83,942,579
SHORT-TERM INVESTMENTS: 7.9%
			Mutual Fund: 0.1%
	100,000	**	ING Institutional Prime Money Market Fund		100,000
			Total Mutual Fund (Cost $100,000)		100,000

Principal Amount			Value
		Repurchase Agreement: 0.4%
$	296,000	Goldman Sachs Repurchase Agreement dated 06/29/07, 5.300%, due 07/02/07, $296,131 to be received upon repurchase (Collateralized by $301,000 Federal National Mortgage Association, 5.600%, Market Value plus accrued interest $302,286, due 02/01/17)		296,000
		Total Repurchase Agreement (Cost $296,000)		296,000
		Securities Lending Collateralcc: 7.4%
$	6,233,000	The Bank of New York Institutional Cash Reserves Fund	$	6,233,000
		Total Securities Lending Collateral (Cost $6,233,000)		6,233,000
		Total Short-Term Investments (Cost $6,629,000)		6,629,000

Total Investments in Securities (Cost $76,778,873)*	107.5	%	$	90,571,579
Other Assets and Liabilities - Net	(7.5	)		(6,351,594	)
Net Assets	100.0	%	$	84,219,985

@  Non-income producing security

ADR  American Depositary Receipt

GDR  Global Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

L  Loaned security, a portion or all of the security is on loan at June 30, 2007.

**  Investment in affiliate

*  Cost for federal income tax purposes is $76,869,303.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	15,339,839
Gross Unrealized Depreciation		(1,637,563	)
Net Unrealized Appreciation	$	13,702,276

See Accompanying Notes to Financial Statements
107

  PORTFOLIO OF INVESTMENTS
ING VP INTERNATIONAL EQUITY PORTFOLIO  AS OF JUNE 30, 2007 (UNAUDITED) (CONTINUED)

Industry	Percentage of Net Assets
Agriculture		1.6	%
Airlines		0.8
Auto Manufacturers		1.9
Banks		18.9
Beverages		1.9
Building Materials		0.9
Chemicals		2.3
Commercial Services		1.8
Distribution/Wholesale		0.9
Diversified Financial Services		1.6
Electric		4.4
Electronics		2.6
Engineering & Construction		1.6
Food		5.1
Forest Products & Paper		1.1
Healthcare - Services		0.8
Holding Companies - Diversified		1.0
Home Builders		0.8
Home Furnishings		1.0
Household Products/Wares		1.0
Insurance		3.0
Internet		0.8
Iron/Steel		1.4
Leisure Time		1.0
Machinery - Construction & Mining		2.4
Machinery - Diversified		1.3
Media		2.6
Mining		1.9
Miscellaneous Manufacturing		3.6
Oil & Gas		6.3
Oil & Gas Services		1.2
Pharmaceuticals		6.5
Real Estate		1.8
Retail		1.8
Semiconductors		2.4
Software		1.2
Telecommunications		5.9
Transportation		1.1
Water		1.4
Short-Term Investments		7.9
Other Assets and Liabilities - Net		(7.5	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
108

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Investment Adviser

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

Administrator

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

Distributor

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

Transfer Agent

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

Custodian

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

Legal Counsel

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

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

VPSAR-ACAPAPADVIS (0630-082407)

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 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of the meeting is first made, by either disclosure in a press release or in a document publicly filed by the Fund with the Securities and Exchange Commission.

ITEM 11.CONTROLS AND PROCEDURES.

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

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

ITEM 12.EXHIBITS.

(a)(1)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 Variable Funds
By	/s/		Shaun P. Mathews
			Shaun P. Mathews
			President and Chief Executive Officer
Date:		September 5, 2007
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By	/s/		Shaun P. Mathews
			Shaun P. Mathews
			President and Chief Executive Officer
Date:		September 5, 2007
By	/s/		Todd Modic
			Todd Modic
			Senior Vice President and Chief Financial Officer
Date:		September 5, 2007