Ing Variable Funds NCSR Certified annual shareholder report (management investment company)

OMB APPROVAL

OMB Number: 3235-0570

Expires: August 31, 2010

Estimated average burden hours per response: 18.9

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF
REGISTERED MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-2514

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 December 31, 2007

Item 1. Reports to Stockholders.

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

Funds

Annual Report

December 31, 2007

Classes 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 Portfolio

n ING VP Global Science and Technology 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

Portfolio Managers' Reports					4

Shareholder Expense Examples					19

Report of Independent Registered Public Accounting Firm					22

Statements of Assets and Liabilities					23

Statements of Operations					26

Statements of Changes in Net Assets					29

Financial Highlights					33

Notes to Financial Statements					46

Portfolios of Investments					62

Shareholder Meeting Information					120

Tax Information					126

Director/Trustee and Officer Information					127

Advisory Contract Approval Discussion					131

PROXY VOTING INFORMATION

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

QUARTERLY PORTFOLIO HOLDINGS

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

(THIS PAGE INTENTIONALLY LEFT BLANK)

PRESIDENT'S LETTER

Dear Shareholder,

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

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

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

Sincerely,

Shaun Mathews
President
ING Funds
January 28, 2008

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

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

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2007

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

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

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

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

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

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

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

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

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

MARKET PERSPECTIVE: YEAR ENDED DECEMBER 31, 2007

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

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

⁽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.

ING VP BALANCED PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING VP Balanced Portfolio (the "Portfolio") 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, based on the judgment of the Portfolio's management, of which of those sectors or mix thereof offers the best investment prospects. The Portfolio is managed by Omar Aguilar, Ph.D., Paul Zemsky, and James B. Kauffmann, Portfolio Managers, of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 5.57% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), the Lehman Brothers^® Aggregate Bond Index⁽²⁾ ("LBAB Index") and the Composite Index⁽³⁾ (60% S&P 500^® Index/40% LBAB Index), which returned 5.49%, 6.97% and 6.22%, respectively, for the same period.

Portfolio Specifics: Asset allocation results contributed positively to performance of the Portfolio during 2007, mainly due to our neutralizing our equity position as equity markets deteriorated.

The performance of the domestic equity portion of the Portfolio was in line with its benchmark, the S&P 500^® Index. Stock selection in the smaller-cap stocks was the largest detractor from performance during the year. Selection in the largest-cap stocks added value, particularly in the consumer discretionary and industrials sectors. Selection effect in information technology and the smaller-capitalization Industrial stocks acted as a major drag.

2007 was a difficult year for quantitatively managed equity strategies, as many underperformed. During the summer, a majority of our quantitative factors related to value, quality and momentum significantly underperformed. A systematic unwinding of highly leveraged positions by quantitative hedge funds, which focused on the same valuation factors, affected many of our holdings during August. A recalibration of factor weights during the second half of the year enabled us to recapture some of the losses, as our model was adjusted to a more growth-oriented market.

The fixed-income portion of the Portfolio underperformed its benchmark, the LBAB Index. The Portfolio's average credit quality was lower than that of the benchmark and detracted from results, as did the allocation to floating-rate notes and bonds issued by financial entities. While the Portfolios' overweight in mortgage-backed securities was not great, the sector experienced such losses that it hurt performance. An underweighting in corporate bonds for later periods of the year benefited performance. The Portfolio's generally long duration (higher interest-rate risk) stance helped performance for most but not all of the period.

The overall duration of the Portfolio was adjusted as investors fled from riskier bonds to purchase U.S. Treasuries or other sovereign debt. The Portfolio was underweight longer-dated Treasuries at various times, and so benefited form the relative underperformance of longer-dated Treasuries versus shorter as markets began to anticipate aggressive Federal Reserve Board (the "Fed") easing and the increasing risks for inflation. We also added Treasury inflation-protected securities positions as a counterweight to a re-inflationary Fed policy.

Current Strategy and Outlook: Economic growth in the United States slowed in the fourth quarter and we believe is likely to remain so into the first half of 2008. In our opinion, this is mainly due to tighter credit conditions, higher energy costs and continued weakness in housing. We do not anticipate any of these negative catalysts turning around in the first half of the year. If the U.S. economy avoids slipping into recession, we believe it may represent a buying opportunity in equities, but we do not see any catalyst at the moment to induce us to add to our stock holdings. We remain neutral in equities, with an overweight to large-cap, which we view as in better position than small- or mid-cap stocks to weather a period of slow growth or aftershocks from the credit crisis.

Allocations between equities and fixed-income are dependent on our quantitative asset allocation model not on a qualitative evaluation of the bond versus the equity markets.

Portfolio holdings and characteristics are subject to change and may not be representative of current holdings and characteristics. The outlook for this Portfolio may differ from that presented for other ING Funds. Performance for the different classes of shares will vary based on differences in fees associated with each class.

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

U.S. Treasury Note, 3.125%, due 11/30/09	6.2	%
ExxonMobil Corp.	2.8	%
Chevron Corp.	1.5	%
U.S. Treasury Note, 3.375%, due 11/30/12	1.4	%
Federal Home Loan Mortgage Corporation,
6.000%, due 02/01/34	1.4	%
Intel Corp.	1.3	%
ConocoPhillips	1.3	%
Goldman Sachs Group, Inc.	1.1	%
Microsoft Corp.	1.0	%
PepsiCo, Inc.	1.0	%

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

Portfolio holdings are subject to change daily.

ING VP BALANCED PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			10 Year			Since Inception of Class ADV December 29, 2006			Since Inception of Class S May 29, 2003
Class ADV		4.78	%		—			—			4.75	%		—
Class I		5.57	%		9.50	%		5.97	%		—			—
Class S		5.31	%		—			—			—			8.37	%
S&P 500^® Index⁽¹⁾		5.49	%		12.83	%		5.91	%		5.49	%⁽⁴⁾		11.65	%⁽⁵⁾
LBAB Index⁽²⁾		6.97	%		4.42	%		5.97	%		6.97	%⁽⁴⁾		3.91	%⁽⁵⁾
Composite Index⁽³⁾		6.22	%		9.51	%		6.26	%		6.22	%⁽⁴⁾		8.60	%⁽⁵⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Balanced Portfolio against the indices indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

The performance shown may include the effect of fee waivers and/or expense reimbursements by the Investment Adviser and/or other service providers, which have the effect of increasing total return. Had all fees and expenses been considered, the total returns would have been lower.

The performance update illustrates performance for a variable investment option available through a variable annuity contract. The performance shown indicates past performance and is not a projection or prediction of future results. Actual investment returns and principal value will fluctuate so that shares and/or units, at redemption, may be worth more or less than their original cost. Please call (800) 992-0180 to get performance through the most recent month end.

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

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 of the largest companies in the U.S.

⁽²⁾ The LBAB Index is an unmanaged index composed of securities from the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index.

⁽³⁾ The Composite Index consists of 60% of return of (securities included in) the S&P 500^® Index and 40% of the return of (securities included in) the LBAB Index.

⁽⁴⁾ Since inception performance for the indices is shown from January 1, 2007.

⁽⁵⁾ Since inception performance for the indices is shown from June 1, 2003.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP GROWTH AND INCOME PORTFOLIO

PORTFOLIO MANAGERS' REPORT

VP Growth and Income Portfolio (the "Portfolio") seeks to maximize total return through investments in a diversified portfolio of common stocks and securities convertible into common stock. It is anticipated that capital appreciation and investment income will both be major factors in acheiving total return. The Portfolio is managed by Christopher F. Corapi*, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 7.40% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^® Index"), which returned 5.49% for the same period.

Portfolio Specifics: The Portfolio outperformed its benchmark as a result of solid stock selection and sector allocation decisions. In particular, our stock picks within financials, industrials and health care contributed the most to performance. Underweighting the financials and consumer discretionary sectors throughout most of the year also aided relative returns. Stock selection in the consumer discretionary and energy sectors detracted from performance.

In the financial sector, Deutsche Boerse (sold), the European stock exchange and trading system provider, had a positive impact during the period. This stock was among the capital markets-oriented stocks whose earnings streams were viewed as more insulated from direct effects of the credit crisis. Precision Castparts Corp. and BE Aerospace, Inc. were two industrial names that have benefited from strength in the aerospace market. We believe this cycle could extend even further once the legacy carriers in the United States and Europe re-enter the market, and the next generation narrow body plane is introduced. In health care, our position in Covance, Inc. continues to benefit from the trend for pharmaceutical and biotech companies to outsource more early stage drug development and toxicology testing to contract research organizations.

Our investment in Omnicare, a geriatric pharmaceutical services company, was hurt during the quarter by rumors that the Department of Justice would launch an investigation into their business practices. We sold the position in December, as we believed that an investigation would overshadow management's turnaround efforts. Within consumer discretionary, Liz Claiborne, Inc. declined due to concerns over a continued housing crisis. We believe that lower guidance from the company going forward leaves room for a potential earnings surprise. The company has several strategic options, such as brand divestitures, that could enhance shareholder value. The biggest detractor from performance this year was bond guarantor MBIA, which declined due to exposure to collateralized debt obligations ("CDOs") and where fears of write downs prompted the company to seek additional outside capital and to shore up loss reserves.

Current Strategy and Outlook: Currently, the Portfolio is positioned in companies that we believe have strong or improving competitive positions, robust end markets or superior capital allocation opportunities. We believe each stock possesses an attractive valuation and a clear catalyst to improve it. Top holdings include Microsoft Corp., Google, Inc. and Johnson & Johnson ("JNJ"). We believe Microsoft Corp. will benefit from an upcoming product cycle in its main business. We believe that this is a major product cycle for Microsoft Corp. and while many are skeptical about the features, we believe that the new operating system and the Office application will be strong. Google, Inc. should be well positioned due to a secular trend toward online advertising, international expansion and growth opportunities in video and display advertising. We find JNJ attr active as a defensive play, given its diverse sources of revenue in terms of product mix and geographic breadth.

* Effective December 31, 2007, Scott Lewis is no longer a Portfolio Manager to the Portfolio.

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

ExxonMobil Corp.	4.6	%
Microsoft Corp.	4.1	%
Johnson & Johnson	3.3	%
Google, Inc. - Class A	3.1	%
Intel Corp.	2.6	%
Altria Group, Inc.	2.5	%
Procter & Gamble Co.	2.4	%
Abbott Laboratories	2.2	%
Merck & Co., Inc.	2.1	%
General Electric Co.	1.9	%

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

Portfolio holdings are subject to change daily.

ING VP GROWTH AND INCOME PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			10 Year			Since Inception of Class ADV December 20, 2006			Since Inception of Class S June 11, 2003
Class ADV		6.66	%		—			—			6.22	%		—
Class I		7.40	%		12.62	%		2.87	%		—			—
Class S		7.13	%		—			—			—			10.72	%
S&P 500^® Index⁽¹⁾		5.49	%		12.83	%		5.91	%		5.49	%⁽²⁾		11.65	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Growth and Income Portfolio against the index indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The S&P 500^® Index is an unmanaged index that measures the performance of securities of approximately 500 of the largest companies in the U.S.

⁽²⁾ Since inception performance for the index is shown from January 1, 2007.

⁽³⁾ Since inception performance for the index is shown from June 1, 2003.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING VP Growth Portfolio (the "Portfolio") seeks growth of capital through investment in a diversified portfolio consisting primarily of common stock and securities convertible into common stocks believed to offer growth potential. The Portfolio is managed by Richard Welsh, CFA, Portfolio Manager and Jeff Bianchi, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 17.86% compared to the Russell 1000^® Growth Index⁽¹⁾, which returned 11.81% for the same period.

Portfolio Specifics: Although real growth for fourth quarter 2007 is expected to weaken to about 1%, the nine-month average was in line with long-term gross domestic product ("GDP") potential at 3.1%. S&P 500^® Index operating earnings surprised to the upside during this period as well. The market was further supported by attractive valuations, particularly relative to other asset categories. Bursting of the housing and credit market bubbles raised the level of both investment uncertainty and risk aversion. From a style perspective, however, growth stock performance relative to value improved dramatically, particularly during the second half. For the year, growth outperformed value by 12% in the Russell 1000^® Index, thereby recouping practically all of 2006's relative underperformance. Growth stocks typically outperform in a period of high inflation and slowing economic and earnings growth.

The energy and materials sectors were the strongest performers with each rising 39%. Energy was spurred by the backdrop of a 43% increase in crude oil prices and 19% gain in natural gas. Equipment & services stocks led the advance in the sector. The materials sector benefited from a major contribution from the chemicals industry. The utilities sector also had a strong return of 27%.

The consumer discretionary sector had a negative return of 10.5% led by automobiles and leisure equipment & products. Consumer discretionary stocks started discounting deceleration in consumer spending as a consequence of tighter credit standards, lower confidence and energy prices. The telecommunication services sector fell 7% in large measure due to weakness in the diversified services segment. The financials sector declined less than 1% with particular weakness in the thrifts & mortgage finance industry.

The Portfolio's outperformance was due primarily to stock selection, with seven of ten sectors positive for the year. These sectors included health care, industrials, consumer discretionary, energy, materials, information technology and financials.

Agricultural company, Monsanto Co. made the strongest contribution to returns. Business trends improved throughout the year as evidenced by higher corn seed prices, increased corn acreage and market share gains reflecting superior technology. Market share outside the United States is expected to grow 2% annually through 2010. Shares of Gilead Science performed well as the company's HIV drug franchise continued to gain market share aided by its new triple combination drug, Atripla. Research In Motion Ltd. benefited from accelerated adoption of its BlackBerry phones. Mosaic Co. was another notable contributor.

Ambac Financial Group and American Express detracted equivalent amounts from returns. Ambac Financial Group's share weakness reflected investor nervousness that Ambac Financial Group would have to pay claims on instruments insured. Shares of American Express reflected signs that the sub-prime mortgage contagion was affecting the consumer credit area. Pactiv Corp. also detracted from relative returns as input prices continued to exceed expectations, and competition remained keen in the company's consumer products division. Other notable detractors were ITT Educational Services, Inc., Microsoft Corp. and Oracle Systems.

Current Strategy and Outlook: We expect the equity market to continue to feel the impact of housing and financial dislocations, thereby pressuring corporate profits. We anticipate increased volatility during the near-term as we attempt to quantify the damage associated with credit dislocations, real-estate losses and declining confidence. The Portfolio has been positioned more conservatively in anticipation of this backdrop.

From an investment perspective, sharply declining equity markets historically present opportunities. As unwelcome as market volatility and uncertainty are, we believe volatility can result in opportunistic stock purchases. We continuously seek companies that exhibit strong relative business momentum and market recognition at appropriate valuation levels.

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

Oil & Gas	9.9	%
Healthcare - Services	8.9	%
Chemicals	7.7	%
Software	7.1	%
Aerospace/Defense	6.7	%
Semiconductors	6.3	%
Telecommunications	5.9	%
Beverages	5.4	%
Internet	5.4	%
Biotechnology	5.3	%
Computers	4.9	%
Miscellaneous Manufacturing	4.4	%
Industries between 2.6% - 4.3%⁽¹⁾	12.1	%
Industries less than 2.6%⁽²⁾	10.1	%
Other Assets and Liabilities - Net*	(0.1	)%
Net Assets	100.0	%

* Includes short-term investments related to ING Institutional Prime Money Market Fund and repurchase agreement.

⁽¹⁾ Includes four industries, which each represents 2.6% - 4.3% of net assets.

⁽²⁾ Includes nine industries, which each represents less than 2.6% of net assets.

Portfolio holdings are subject to change daily.

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

Humana, Inc.	3.9	%
Apple, Inc.	3.6	%
Intel Corp.	3.5	%
Aetna, Inc.	3.5	%
Amazon.com, Inc.	3.5	%
Lockheed Martin Corp.	3.4	%
Express Scripts, Inc.	3.3	%
Potash Corp. of Saskatchewan	3.0	%
CA, Inc.	3.0	%
Chevron Corp.	2.9	%

Portfolio holdings are subject to change daily.

ING VP GROWTH PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			10 Year			Since Inception of Class ADV December 29, 2006			Since Inception of Class S November 1, 2001
Class ADV		17.21	%		—			—			17.11	%		—
Class I		17.86	%		13.08	%		4.60	%		—			—
Class S		17.54	%		12.79	%		—			—			5.11	%
Russell 1000^® Growth Index⁽¹⁾		11.81	%		12.11	%		3.83	%		11.81	%⁽²⁾		5.57	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Growth Portfolio against the index indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The Russell 1000^® Growth Index measures the performance of the 1,000 largest companies in the Russell 3000 Index with higher price-to-book ratios and higher forecasted growth. The Russell 3000 Index is an unmanaged index that measures the performance of 3,000 U.S. companies based on total market capitalization.

⁽²⁾ Since inception performance for the index is shown from January 1, 2007.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP SMALL COMPANY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING VP Small Company Portfolio (the "Portfolio") seeks growth of capital primarily through investment in a diversified portfolio of common stocks of companies with smaller market capitalizations. The Portfolio is managed by Joseph Basset, CFA, and Steve Salopek, Portfolio Managers of ING Investment Management Co. — the Sub Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 5.90% compared to the Russell 2000^® Index⁽¹⁾, which returned (1.57)% for the same period.

Portfolio Specifics: Small-cap stocks, as measured by the Russell 2000^® Index, lagged behind large- and mid-cap stocks for 2007. The Russell 2000^® Index finished down 1.57% versus a rise of 5.77% for the Russell 1000^® Index and a rise of 5.60% for the Russell Mid Cap Index. Small-cap stocks were hurt by concerns about the housing market and the credit crunch. Despite the federal rate cuts, the market faced considerable headwinds. Issues surrounding the credit markets heightened in July and August and then again in November, and concerns about credit availability affected financial firms and began to spread into the consumer discretionary sector, including retailers and retail real estate investment trust ("REITS"). However, 2007 proved to be positive for small-caps in that growth beat value for the first time since 2003 and active managers outperformed their benchmarks, due to size and quality biases in the market.

Stock selection within financials, energy, industrials and health care, coupled with our slight underweight in consumer discretionary, were the main performance drivers over the period. Stock selection in consumer discretionary and consumer staples detracted most from performance.

Ansys, Inc. BioMarin Pharmaceuticals Inc. and energy company Denbury Resources, Inc. contributed significantly to performance over the period. Ansys, Inc. develops engineering simulation software products. Throughout 2007, the company delivered revenue growth that was often ahead of Wall Street expectations, and expanded margins to near peak levels. The company's better than expected results and positive earnings revisions helped propel the stock higher during the year. BioMarin Pharmaceuticals develops and commercializes therapeutic enzyme products. The company received FDA approval in late 2007 for a drug called Kuvan for the treatment of Phenylketonuria, an inherited metabolic disorder. The company also announced pricing for the drug, which was at the higher end of investors' expectations.

Steven Madden Ltd. (sold) and Entercom Communications Corp. were two of the largest detractors from performance over the period. Steve Madden Ltd. designs and sells footwear brands for men, women and children. The stock's performance was negatively impacted by concerns surrounding earnings expectations and that the company's products were out of favor with the consumer. We no longer hold a position in this company. Entercom Communications Corp., which acquires and operates radio broadcast properties, underperformed in 2007 due to a slowdown in advertising spending. Also, the company's earnings were under pressure throughout the year, as the firm increased their expense and investment for future growth opportunities while revenues fell below expectations. We continue to hold this stock in the Portfolio, as we believe that the company's investments will pay off over the next year or two.

Current Strategy and Outlook: We continue to focus on companies that we believe have strong balance sheets and cash-flow generation capabilities. We believe we are defensively positioned within the financials sector, and have exposure to banks, diversified financials, and insurance. We are underweight real estate investment trusts, as we think that the real estate market is overextended. Within health care, the Portfolio continues to be positioned to gain from the strong demands and needs for behavioral health providers, health care equipment suppliers with niche franchises and disease management providers. We are underweight biotech stocks due to risk and valuation considerations, and we have no exposure to Medicaid managed care providers due to the deteriorating reimbursement environment. Our technology exposure is in software and services, hardware and e quipment and semiconductors.

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

iShares Russell 2000 Index Fund	2.0	%
Portland General Electric Co.	1.1	%
Waste Connections, Inc.	1.1	%
Carrizo Oil & Gas, Inc.	1.1	%
UAP Holding Corp.	1.0	%
Magellan Health Services, Inc.	1.0	%
Westfield Financial, Inc.	1.0	%
Human Genome Sciences, Inc.	1.0	%
Vectren Corp.	1.0	%
Alaska Communications Systems Group, Inc.	1.0	%

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

Portfolio holdings are subject to change daily.

ING VP SMALL COMPANY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			10 Year			Since Inception of Class S November 1, 2001
Class I		5.90	%		16.48	%		9.22	%		—
Class S		5.68	%		16.22	%		—			9.99	%
Russell 2000^® Index⁽¹⁾		(1.57	)%		16.25	%		7.08	%		11.26	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Small Company Portfolio against the index indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000 Index. The Russell 3000 Index is an unmanaged index that measures the performance of 3,000 U.S. companies based on total market capitalization.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP VALUE OPPORTUNITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING VP Value Opportunity Portfolio (the "Portfolio") seeks growth of capital primarily through investment in a diversified portfolio of common stocks. The Portfolio is managed by Omar Aguilar, Ph.D. and Vincent Costa*, Portfolio Managers of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 3.01% compared to the Russell 1000^® Value Index⁽¹⁾ and the Russell 1000^® Index⁽²⁾, which returned (0.17)% and 5.77%, respectively, for the same period.

Portfolio Specifics: Relative to the Russell 1000^® Value Index, the Portfolio benefited from favorable stock selection in consumer staples. Stock selection among consumer discretionary companies also helped relative performance. Stock selection and an underweight in financials also helped results.

Within consumer staples, two tobacco companies, Carolina Group and Altria Group, Inc., were top performers as tobacco litigation began easing. Strong international growth also enhanced Altria Group, Inc. (sold), Molson Coors Brewing Company, a consumer discretionary, was a turnaround story. Cost cutting, improving market share, and a strong brand boosted the stock price. The Portfolio's underweight in Time Warner, Inc. helped performance as the cable business slowed. Medco Health Solutions, Inc. and Mirant Corp. also contributed significantly.

Our underweight in energy detracted value during the period as higher oil prices aided energy stocks such as Chevron Corp. Growth in emerging countries outpaced the industry's ability to meet natural resources demand. Plains Exploration & Production Co. and Newfield Exploration Co. were two energy holdings that declined over the period. Two financial stocks were important detractors: E*Trade Financial Corp. and Bear Stearns.

Current Strategy and Outlook: Currently, the Portfolio is positioned in companies that we believe have strong or improving competitive positions, robust end markets and/or superior capital allocation opportunities. Furthermore, each stock possesses an attractive valuation and a clear catalyst to improve it.

* Effective November 12, 2007, Omar Aguilar, Ph.D. and Vincent Costa replaced Scott Lewis and Michael Leskinen as portfolio managers to the Portfolio.

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

Oil & Gas	16.2	%
Insurance	16.0	%
Telecommunications	9.8	%
Aerospace/Defense	8.0	%
Healthcare - Services	5.3	%
Banks	4.9	%
Diversified Financial Services	4.7	%
Miscellaneous Manufacturing	4.5	%
Regional Malls	3.3	%
Agriculture	2.9	%
Electric	2.8	%
Chemicals	2.6	%
Industries between 1.7% - 2.5%⁽¹⁾	10.3	%
Industries less than 1.7%⁽²⁾	8.8	%
Other Assets and Liabilities - Net*	(0.1	)%
Net Assets	100.0	%

* Includes short-term investments related to ING Institutional Prime Money Market Fund and securities lending collateral.

⁽¹⁾ Includes five industries, which each represents 1.7% - 2.5% of net assets.

⁽²⁾ Includes nine industries, which each represents less than 1.7% of net assets.

Portfolio holdings are subject to change daily.

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

ExxonMobil Corp.	6.0	%
General Dynamics Corp.	4.2	%
Telefonica SA ADR	4.2	%
AT&T, Inc.	4.1	%
United Technologies Corp.	3.8	%
ConocoPhillips	3.4	%
Taubman Centers, Inc.	3.2	%
Loews Corp.	2.9	%
Chevron Corp.	2.9	%
Axis Capital Holdings Ltd.	2.5	%

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

Portfolio holdings are subject to change daily.

ING VP VALUE OPPORTUNITY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			10 Year			Since Inception of Class ADV December 29, 2006			Since Inception of Class S July 16, 2001
Class ADV		2.33	%		—			—			2.31	%		—
Class I		3.01	%		11.91	%		6.59	%		—			—
Class S		2.77	%		11.62	%		—			—			2.44	%
Russell 1000^® Value Index⁽¹⁾		(0.17	)%		14.63	%		7.68	%		(0.17	)%⁽³⁾		7.62	%⁽⁴⁾
Russell 1000^® Index⁽²⁾		5.77	%		13.43	%		6.20	%		5.77	%⁽³⁾		5.44	%⁽⁴⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Value Opportunity Portfolio against the indices indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in the indices. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The Russell 1000^® Value Index is an unmanaged index that measures the performance of those Russell 1000 companies with lower price-to-book ratios and lower forecasted growth values, which more closely tracks the types of securities in which the Portfolio invests than the S&P 500^® Composite Stock Price Index.

⁽²⁾ The Russell 1000^® Index is a comprehensive large-cap index measuring the performance of the largest 1,000 U.S. incorporated companies.

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

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

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP INTERMEDIATE BOND PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING VP Intermediate Bond Portfolio (the "Portfolio") seeks to maximize total return consistent with reasonable risk. It is anticipated that capital appreciation and investment income will both be major factors in achieving total return. The Portfolio is managed by James B. Kauffmann, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 5.95% compared to the Lehman Brothers^® Aggregate Bond Index⁽¹⁾ ("LBAB"), which returned 6.97% for the same period.

Portfolio Specifics: The dramatic sell-off in risk-based fixed-income assets following the summer of 2007 was the primary driver of performance for bond portfolio managers and sectors of the bond market. While the firestorm started with sub-prime mortgages, the unprecedented risk aversion spread quickly and resulted in massive losses at many mortgage companies, banks and brokerage firms. Sovereign wealth funds became major players in the re-capitalization of U.S. financial institutions. In general, markets made little distinction between the ultimate creditworthiness of individual bonds in the rush for perceived safety. Central banks around the globe were forced to inject liquidity as the inter-bank lending markets came to a near standstill.

The use of credit default swaps and related derivative indices enabled the Portfolio to mitigate some of the negative effects of the market disruption. Generally, the Portfolio's underweighting in corporate bonds for later periods of the year benefited performance. On the other hand, the Portfolio's allocation to floating-rate notes and bonds issued by financial entities acted as a drag. While our over weight in mortgage-backed securities ("MBS") was not great, the sector experienced such losses that it hurt our performance. The Portfolio's average credit quality was lower than benchmark and also detracted from results.

The Portfolio's generally long duration (higher interest-rate risk) stance helped performance for most but not all of the period. The overall duration of the Portfolio was adjusted as investors fled from riskier bonds to purchase U.S. Treasuries ("UST") or other sovereign debt. The Portfolio was underweight longer-dated Treasuries at various times, and so benefited from the relative underperformance of longer-dated UST versus shorter as markets began to anticipate aggressive Federal Reserve Board (the "Fed") easing and the increasing risks of inflation. We also added Treasury inflation-protected securities ("TIPS") positions as a counterweight to a re-inflationary Fed policy.

Current Outlook and Strategy: Our negative outlook for the U.S. economy remains intact. The pessimistic events in the U.S. residential real estate, amongst its credit enablers, and the systemic illiquidity these events have spawned will not soon abate. Extraordinary interventions by central banks across the world may have to continue into 2008. We believe that the troubles in the bond market will soon impact the real economy as lenders retreat and consumers become concerned about a softening labor market and the shrinking value of their homes.

We do not find solace in the global de-coupling theme advocated by others; and we are skeptical that the rest of the world can be untouched by a significant downturn in the U.S. economy. We maintain our long-term negative outlook for financials, construction and other industries afflicted by the residential real estate market; yet, unique tactical trades may arise near term. Our outlook for the U.S. dollar remains negative although it may be nearing a temporary oversold condition. Unease in the credit marketplace should persist, and we are comfortable with our current credit shorts or underweights. The heavy new issue calendar for corporate bonds may pressure spreads wider on existing paper, as new deals may come at discounts to outstanding paper, but opportunities may soon emerge.

The MBS team believes that their market has not yet priced in the risk of a slowing in prepayments as homeowners are less able to refinance or must stay in their homes longer. The commercial mortgage-backed securities ("CMBS") market could witness a rough patch in the near-term as it was not immune to the over-confident lending practices that have hobbled residential MBS.

The interest rates strategy team has positioned the Portfolio slightly long in duration with exposures to TIPS and the front end of the curve. Changing market perceptions of central bank actions may change quickly as could our duration postures.

We continue to hold some special situation high-yield bonds, despite our negative outlook for the sector as large new issues have yet to be digested. We will wait for more generalized price weakness or more compelling relative value before entering emerging market debt in a large way.

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

U.S. Treasury Obligations	28.9	%
Collateralized Mortgage Obligations	27.5	%
Corporate Bonds/Notes	24.0	%
U.S. Government Agency Obligations	18.5	%
Asset-Backed Securities	2.4	%
Preferred Stock	0.9	%
Municipal Bonds	0.5	%
Other Assets and Liabilities - Net*	(2.7	)%
Net Assets	100.0	%

* Includes short-term investments related to ING Institutional Prime Money Market Fund, repurchase agreement and securities lending collateral.

Portfolio holdings are subject to change daily.

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

Collateralized Mortgage Obligations	27.5	%
U.S. Treasury Notes	24.3	%
Federal Home Loan Mortgage Corporation	11.5	%
Diversified Financial Services	6.8	%
Federal National Mortgage Corporation	6.6	%
Banks	6.2	%
Treasury Inflation Indexed Protected Securities	2.3	%
U.S. Treasury Bonds	2.3	%
Electric	1.6	%
Retail	1.4	%

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

Portfolio holdings are subject to change daily.

ING VP INTERMEDIATE BOND PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			10 Year			Since Inception of Class ADV December 20, 2006			Since Inception of Class S May 3, 2002
Class ADV		5.60	%		—			—			5.12	%		—
Class I		5.95	%		4.86	%		5.80	%		—			—
Class S		5.70	%		4.60	%		—			—			5.38	%
LBAB Index⁽¹⁾		6.97	%		4.42	%		5.97	%		6.97	%⁽²⁾		5.32	%⁽³⁾

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Intermediate Bond Portfolio against the index indicated. An index has has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

Portfolio holdings are subject to change daily.

⁽¹⁾ The LBAB Index is an unmanaged index composed of securities from the Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities Index and the Asset-Backed Securities Index.

⁽²⁾ Since inception performance for the the index is shown from January 1, 2007.

⁽³⁾ Since inception performance for the index is shown from May 1, 2002.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser and ING Investment Management Co., the former investment adviser, began serving as sub-adviser to the Portfolio.

ING VP MONEY MARKET PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING VP Money Market Portfolio (the "Portfolio") seeks to provide high current return, consistent with preservation of capital and liquidity, through investment in high-quality money market instruments. The Portfolio is managed by David S. Yealy, Portfolio Manager of ING Investment Management Co. — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 5.13% compared to the iMoneyNet First Tier Retail Index⁽¹⁾, which returned 4.57% for the same period.

Portfolio Specifics: 2007 was a challenging year for short-term fixed- income investors and in particular money market funds. Money market rates traded in a very narrow range for the first half of the year and into July as the Federal Open Markets Committees ("FOMC") kept the federal funds rate at 5.25%. There were limited opportunities for the Portfolio to differentiate itself from its competitors during this period.

In early August the sub-prime, hedge fund and collateralized debt obligations ("CDO") problems widened to affect most mortgage related markets, money market securities and interbank lending. Commercial paper rates and London Interbank Offered Rate ("LIBOR") skyrocketed as there was a flight to quality due to liquidity and counterparty concerns. The Federal Reserve Board (the "Fed") and other central banks were forced to take drastic measures to increase liquidity and market confidence. The Fed flooded the banking system with excess liquidity and cut the discount rate 0.50% in August. This was followed by an additional 0.50% cut in the discount rate and similar cut in the federal funds rate in September. Short-term liquidity and market confidence improved slowly following the moves by the central banks.

This improvement was only temporary forcing the Fed to cut rates another 0.25% on October 31. Liquidity concerns returned in December as the markets worried about financing over year-end and a deteriorating economic outlook. The Fed cut rates another 0.25%. The federal funds rate ended the year at 4.25%, a full percent below where it started the year. The central banks also added significant cash reserves over year-end to replace the financing normally provided by the large global banks.

The Portfolio used various strategies during the year as the market conditions changed. During the early stable period, the Portfolio took advantage of the trading range, increasing its weighted average maturity ("WAM") by buying longer-term fixed securities as rates moved to the higher end of the trading range. Our strategy of overweighting floating rate assets whose yields were tied to LIBOR worked well during the market dislocation and high LIBOR rates experienced during the later part of the year. We selectively bought asset-backed commercial paper of issuers that we determined to be well structured with excess credit enhancement and liquidity provided by highly rated strong financial institutions. We avoided issuers that had large exposure to sub-prime and CDO assets, including structured investment vehicles ("SIVs") which have been in the negative spotlight recently. This strategy allowed the Portfolio to outperform the majority of its peers during the second half of the year and for the year overall. That strategy remains in place.

Current Strategy and Outlook: We expect liquidity and money market securities to remain under stress in 2008 and require additional actions by the U.S. Treasury, the FOMC and other central banks. These will be determined by continued market stress on certain assets classes, interbank market liquidity and the state of the U.S and global economy. The market is expecting the Fed to ease at least 0.25% at its January 30 meeting, with additional cuts over the course of 2008. We see a risk that the effects of the deteriorating housing market and a slowing in the job market could spill over into the full economy. This is not now fully priced into the market. Our current strategy is to continue to take advantage of the high LIBOR rates by buying additional floating rate securities of highly rated issuers and selectively adding duration by buying longer-term fixed r ate securities.

(1) The iMoneyNet First Tier Retail Index is an unmanaged index that includes the most broadly based money market funds. This index is intended to be the comparative index for the Portfolio.

Investment Type Allocation as of December 31, 2007 (as a percent of net assets)
Corporate Bonds/Notes	53.5	%
Commercial Paper	41.3	%
Repurchase Agreement	4.3	%
Certificates Of Deposit	1.0	%
Securities Lending Collateral	0.0	%
Other Assets and Liabilities - Net	(0.1	)%
Net Assets	100.0	%

Portfolio holdings are subject to change daily.

ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

ING VP Global Science and Technology Portfolio (the "Portfolio") seeks long-term capital appreciation. The Portfolio is managed by Thomas P. Callan, CFA, Managing Director and Senior Portfolio Manager, Erin Xie, PhD, Managing Director and Portfolio Manager and Jean M. Rosenbaum, CFA, Managing Director and Portfolio Manager of BlackRock Advisors, LLC — the Sub-Adviser.

Performance: For the year ended December 31, 2007, the Portfolio's Class I shares provided a total return of 19.00% compared to the Standard & Poor's 500^® Composite Stock Price Index⁽¹⁾ ("S&P 500^®Index") and the NYSE Arca Tech 100 Index^SM(2),which returned 5.49% and 7.77%, respectively, for the same period.

Portfolio Specifics: Over the past year, global equity markets experienced gains, however increased volatility and meaningful market corrections made the period a much different one than in recent years. The Federal Reserve Board cut the federal funds target rate by 50 basis points (0.50%) on September 18, followed by an additional 25 basis points (0.25%) of easing on October 31 and December 11. These were the first rate cuts since July 2003. As financials and consumer discretionary stocks declined due to housing and credit related problems, technology shares faired relatively well amidst uncertain economic conditions.

Both stock selection and sector allocation decisions contributed positively to relative outperformance during the period. The most significant contributor was stock selection, which was positive across all economic sectors. In particular, selection gains were strongest in the information technology group. Allocation benefits were more moderate. The Portfolio's exposure to telecommunication services — a sector that is absent from the benchmark — produced the most favorable results.

Within information technology, selection gains were most pronounced in internet software & services, with Google, Inc. among the strongest contributors, and broadly across semiconductor equipment and software as performance within these groups were well above benchmark results. Stock selection within biotechnology benefited results over the year, as individual company performance varied significantly. Strong picks among wireless telecommunication services names also contributed to performance as several positions appreciated significantly, including Bharti Airtel Ltd. and China Mobile Ltd.

Conversely, hindering the Portfolio's relative return was an underweight to the strong-performing aerospace & defense and computer hardware sub-industry groups. Additionally, weaker stock selection within electronic manufacturing services and data processing & outsourced services partially offset otherwise strong performance across the information technology sector. The greatest drags on relative results from an individual stock perspective came from an underweight to Apple, Inc. and no exposure to Medimmune, Inc., both of which experienced significant price appreciation over the period.

Current Strategy and Outlook: While concerns grow about the U.S. economy and the extent of credit-related issues across the financial system, global growth expectations, in our opinion, remain relatively strong. However, forecasts are mixed across regions and we believe the risks are to the downside. We have been steadily building balance in the portfolio by adding more defensive positions and reducing our cyclical exposure. While valuations remain reasonable and world growth relatively robust, we are growing more wary of downside risks and believe caution is warranted. At year-end, the Portfolio was invested in information technology, health care, industrials, telecommunication services, and the remainder distributed among consumer discretionary, consumer staples, and materials sectors. Within information technology, the Portfolio's primary overweights ver sus the NYSE Arca Tech 100 Index^SM were in home entertainment software and internet software & services; significant underweights were in computer hardware, application software, and data processing & outsourced services. Inside the health care portion of the Portfolio, the Portfolio held an above-benchmark allocation to healthcare equipment and pharmaceuticals and a below-benchmark weighting in biotechnology and life science tools & services. Further, we maintained the Portfolio's allocation to telecommunication services, as strong global growth and rising revenue-per-user remain catalysts.

Top Ten Holdings* as of December 31, 2007 (as a percent of net assets)
Apple, Inc.	4.6	%
Google, Inc. - Class A	3.2	%
Intel Corp.	2.1	%
DST Systems, Inc.	2.1	%
Research In Motion Ltd.	1.9	%
Cisco Systems, Inc.	1.9	%
Microsoft Corp.	1.9	%
Hewlett-Packard Co.	1.8	%
Waters Corp.	1.6	%
Lockheed Martin Corp.	1.6	%

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

Portfolio holdings are subject to change daily.

ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO

PORTFOLIO MANAGERS' REPORT

Average Annual Total Returns for the Periods Ended December 31, 2007
	1 Year			5 Year			Since Inception of Class I May 1, 2000			Since Inception of Class S November 1, 2001
Class I		19.00	%		15.42	%		(7.61	)%		—
Class S*		18.86	%		15.23	%		—			1.95	%
S&P 500^® Index⁽¹⁾		5.49	%		12.83	%		1.84	%		7.33	%
NYSE Arca Tech 100 Index^SM⁽²⁾		7.77	%		15.89	%		(1.57	)%		7.97	%

Based on a $10,000 initial investment, the graph and table above illustrate the total return of ING VP Global Science and Technology Portfolio against the indices indicated. An index has no cash in its portfolio, imposes no sales charges and incurs no operating expenses. An investor cannot invest directly in an index. The Portfolio's performance is shown without the imposition of any expenses or charges which are, or may be, imposed under your annuity contract. Total returns would have been lower if such expenses or charges were included.

The performance graph and table do not reflect the deduction of taxes that a shareholder will pay on portfolio distributions or the redemption of portfolio shares.

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

Portfolio holdings are subject to change daily.

* On December 16, 2003, all outstanding shares of Class S were fully redeemed. On July 20, 2005, Class S recommenced operations. The returns for Class S include the performance for Class I, adjusted to reflect the higher expenses of Class S, for the period December 17, 2003 to July 19, 2005.

⁽¹⁾ The S&P 500^® Index is an unmanaged index that measures the performance of the securities of approximately 500 of the largest companies in the U.S.

⁽²⁾ The NYSE Arca Tech 100 Index^SM is a multi-industry technology index measuring the performance of companies using technology innovation across a broad spectrum of industries. It is comprised of 100 listed and over-the-counter stocks from 14 different subsectors including computer hardware, software, semiconductors, telecommunications, data storage and processing, electronics and biotechnology.

Effective March 1, 2002, ING Investments, LLC began serving as investment adviser. Formerly, ING Investment Management Co. served as the investment adviser. Prior to January 1, 2004, the Portfolio was sub-advised by a different sub-adviser.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

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

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from July 1, 2007 to December 31, 2007. The Portfolios' expenses are shown without the imposition of any charges which are, or may be, imposed under your annuity contract. Expenses would have been higher if such charges were included.

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, 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 July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,003.50		1.25	%	$	6.31
Class I		1,000.00		1,007.70		0.60			3.04
Class S		1,000.00		1,006.30		0.85			4.30
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,018.90		1.25	%	$	6.36
Class I		1,000.00		1,022.18		0.60			3.06
Class S		1,000.00		1,020.92		0.85			4.33

* Expenses are equal to each Portfolio's respective annualized expense ratios multiplied by the average account value over the period, multiplied by 184/365 to reflect the most recent fiscal half-year.

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING VP Growth and Income Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Portfolio Return
Class ADV	$	1,000.00	$	994.70		1.09	%	$	5.48
Class I		1,000.00		998.00		0.59			2.97
Class S		1,000.00		996.90		0.84			4.23
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.71		1.09	%	$	5.55
Class I		1,000.00		1,022.23		0.59			3.01
Class S		1,000.00		1,020.97		0.84			4.28
ING VP Growth Portfolio
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,089.20		1.20	%	$	6.32
Class I		1,000.00		1,093.40		0.70			3.69
Class S		1,000.00		1,091.60		0.95			5.01
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.16		1.20	%	$	6.11
Class I		1,000.00		1,021.68		0.70			3.57
Class S		1,000.00		1,020.42		0.95			4.84
ING VP Small Company Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	957.40		0.84	%	$	4.14
Class S		1,000.00		956.10		1.09			5.37
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,020.97		0.84	%	$	4.28
Class S		1,000.00		1,019.71		1.09			5.55
ING VP Value Opportunity Portfolio
Actual Portfolio Return
Class ADV	$	1,000.00	$	954.20		1.19	%	$	5.86
Class I		1,000.00		956.50		0.69			3.40
Class S		1,000.00		955.60		0.94			4.63
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,019.21		1.19	%	$	6.06
Class I		1,000.00		1,021.73		0.69			3.52
Class S		1,000.00		1,020.47		0.94			4.79

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

ING VP Intermediate Bond Portfolio	Beginning Account Value July 1, 2007		Ending Account Value December 31, 2007		Annualized Expense Ratio			Expenses Paid During the Period Ended December 31, 2007*
Actual Portfolio Return
Class ADV	$	1,000.00	$	1,046.30		0.99	%	$	5.11
Class I		1,000.00		1,047.30		0.49			2.53
Class S		1,000.00		1,046.40		0.74			3.82
Hypothetical (5% return before expenses)
Class ADV	$	1,000.00	$	1,020.21		0.99	%	$	5.04
Class I		1,000.00		1,022.74		0.49			2.50
Class S		1,000.00		1,021.48		0.74			3.77
ING VP Money Market Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,025.70		0.33	%	$	1.68
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,023.54		0.33	%	$	1.68
ING VP Global Science and Technology Portfolio
Actual Portfolio Return
Class I	$	1,000.00	$	1,075.00		1.08	%	$	5.65
Class S		1,000.00		1,075.40		1.33			6.96
Hypothetical (5% return before expenses)
Class I	$	1,000.00	$	1,019.76		1.08	%	$	5.50
Class S		1,000.00		1,018.50		1.33			6.77

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Shareholders and Board of Directors/Trustees

ING VP Balanced Portfolio, Inc., ING Variable Funds, ING Variable Portfolios, Inc., ING VP Intermediate Bond Portfolio, and ING VP Money Market Portfolio

We have audited the accompanying statements of assets and liabilities, including the portfolios of investments, of ING VP Balanced Portfolio, ING VP Growth and Income Portfolio, a series of ING Variable Funds, ING VP Growth Portfolio, ING VP Small Company Portfolio, ING VP Value Opportunity Portfolio, and ING VP Global Science and Technology Portfolio, each a series of ING Variable Portfolios, Inc., ING VP Intermediate Bond Portfolio, and ING VP Money Market Portfolio, as of December 31, 2007, and the related statements of operations for the year then ended, the statements of changes in net assets for each of the years in the two-year period then ended, and the financial highlights for each of the years or periods in the five-year period then ended. These financial statements and financial highlights are the responsibility of management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2007, by correspondence with the custodian and brokers, or by other appropriate auditing procedures when replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of the aforementioned portfolios as of December 31, 2007, the results of their operations, the changes in their net assets, and the financial highlights for the periods specified in the first paragraph above, in conformity with U.S. generally accepted accounting principles.

Boston, Massachusetts
February 29, 2008

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	ING VP Balanced Portfolio		ING VP Growth and Income Portfolio			ING VP Growth Portfolio
ASSETS:
Investments in securities at value+*	$	1,053,819,059	$	2,737,567,597		$	159,706,311
Short-term investments in affiliates at amortized cost		29,000,000		59,925,000			525,000
Short-term investments at amortized cost		196,902,493		342,423,398			321,000
Cash		42,252		4,459,343			1,290
Cash collateral for futures		1,358,291		990,000			—
Foreign currencies at value**		117,309		19,311			—
Receivables:
Investment securities sold		38,001,916		137,481,638			4,594,561
Fund shares sold		43,216		14,770			4,101
Dividends and interest		3,428,208		4,129,451			93,812
Variation margin		245,787		—			—
Unrealized appreciation on forward foreign currency contracts		240,554		—			—
Upfront payments made on swap agreements		1,456,235		—			—
Unrealized appreciation on swap agreements		2,301,547		—			—
Prepaid expenses		598		1,586			—
Total assets		1,326,957,465		3,287,012,094			165,246,075
LIABILITIES:
Payable for investment securities purchased		71,877,594		123,298,521			4,359,436
Payable for fund shares redeemed		1,210,522		2,530,264			1,155,766
Payable for futures variation margin		159,834		114,125			—
Payable upon receipt of securities loaned		194,627,493		336,741,398			—
Unrealized depreciation on forward foreign currency contracts		27,691		—			—
Upfront payments received on swap agreements		568,679		—			—
Unrealized depreciation on swap agreements		1,008,784		—			—
Payable to affiliates		502,300		1,359,980			95,010
Payable for directors fees		34,088		69,210			4,203
Other accrued expenses and liabilities		159,908		403,598			36,235
Total liabilities		270,176,893		464,517,096			5,650,650
NET ASSETS	$	1,056,780,572	$	2,822,494,998		$	159,595,425
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	932,901,009	$	4,333,962,550		$	292,078,274
Undistributed net investment income		29,652,010		—			790,454
Accumulated net realized gain (loss) on investments, foreign currency related transactions, futures, swaps, and written options		76,465,912		(1,827,931,288	)		(139,449,071	)
Net unrealized appreciation on investments, foreign currency related transactions, futures, and swaps		17,761,641		316,463,736			6,175,768
NET ASSETS	$	1,056,780,572	$	2,822,494,998		$	159,595,425
+ Including securities loaned at value	$	189,920,382	$	326,408,493		$	—
* Cost of investments in securities	$	1,037,188,649	$	2,420,852,039		$	153,530,543
** Cost of foreign currencies	$	117,369	$	19,427		$	—
Class ADV:
Net assets	$	1,006	$	1,210,898		$	1,386,445
Shares authorized		500,000,000		unlimited			100,000,000
Par value	$	0.001	$	1.00		$	0.001
Shares outstanding		70		49,198			111,250
Net asset value and redemption price per share	$	14.34	$	24.61		$	12.46
Class I:
Net assets	$	1,046,498,170	$	2,796,115,289		$	137,104,296
Shares authorized		500,000,000		unlimited			100,000,000
Par value	$	0.001	$	1.00		$	0.001
Shares outstanding		72,424,967		112,925,801			10,943,202
Net asset value and redemption price per share	$	14.45	$	24.76		$	12.53
Class S:
Net assets	$	10,281,396	$	25,168,811		$	21,104,684
Shares authorized		500,000,000		unlimited			100,000,000
Par value	$	0.001	$	1.00		$	0.001
Shares outstanding		715,902		1,021,794			1,703,078
Net asset value and redemption price per share	$	14.36	$	24.63		$	12.39

See Accompanying Notes to Financial Statements
23

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	ING VP Small Company Portfolio		ING VP Value Opportunity Portfolio		ING VP Intermediate Bond Portfolio
ASSETS:
Investments in securities at value+*	$	588,961,687	$	167,417,483	$	3,436,872,286
Short-term investments in affiliates at amortized cost		17,300,000		60,000		58,316,000
Short-term investments at amortized cost		178,547,837		38,345,940		879,357,480
Cash		2,905		736		7,942,580
Cash collateral for futures		—		—		11,970,138
Receivables:
Investment securities sold		4,530,597		—		210,604,445
Fund shares sold		532,204		33,484		3,723,375
Dividends and interest		1,333,624		187,908		19,641,709
Variation margin		—		—		1,890,019
Unrealized appreciation on forward currency contracts		—		—		1,911,125
Upfront payments made on swap agreements		—		—		10,566,319
Unrealized appreciation on swap agreements		—		—		16,327,858
Prepaid expenses		265		—		1,105
Total assets		791,209,119		206,045,551		4,659,124,439
LIABILITIES:
Payable for investment securities purchased		6,092,395		—		418,150,264
Payable for fund shares redeemed		884,211		222,278		7,021,867
Payable for futures variation margin		—		—		876,521
Payable upon receipt of securities loaned		177,336,837		38,345,940		872,460,480
Unrealized depreciation on forward foreign currency contracts		—		—		210,783
Upfront payments received on swap agreements		—		—		4,265,267
Unrealized depreciation on swap agreements		—		—		7,327,101
Payable to affiliates		417,504		99,531		1,505,233
Payable to custodian due to foreign currency overdraft**		—		—		322,938
Payable for directors fees		9,221		5,997		10,028
Other accrued expenses and liabilities		87,497		47,034		303,744
Total liabilities		184,827,665		38,720,780		1,312,454,226
NET ASSETS	$	606,381,454	$	167,324,771	$	3,346,670,213
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	515,472,179	$	137,510,755	$	3,327,078,932
Undistributed net investment income		5,914,678		2,600,516		22,702,254
Accumulated net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		73,024,318		19,956,641		43,184,649
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		11,970,279		7,256,859		(46,295,622	)
NET ASSETS	$	606,381,454	$	167,324,771	$	3,346,670,213
+ Including securities loaned at value	$	170,136,305	$	37,164,280	$	857,043,519
* Cost of investments in securities	$	576,991,408	$	160,160,624	$	3,492,575,090
** Cost of foreign currency overdraft	$	—	$	—	$	319,220
Class ADV:
Net assets		n/a	$	1,032	$	1,003
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	$	15.82	$	13.23
Class I:
Net assets	$	603,491,642	$	143,438,134	$	2,267,007,698
Shares authorized		100,000,000		100,000,000		unlimited
Par value	$	0.001	$	0.001	$	1.00
Shares outstanding		30,848,271		8,934,210		171,429,839
Net asset value and redemption price per share	$	19.56	$	16.05	$	13.22
Class S:
Net assets	$	2,889,812	$	23,885,605	$	1,079,661,512
Shares authorized		100,000,000		100,000,000		unlimited
Par value	$	0.001	$	0.001	$	1.00
Shares outstanding		149,054		1,499,291		82,192,637
Net asset value and redemption price per share	$	19.39	$	15.93	$	13.14

See Accompanying Notes to Financial Statements
24

STATEMENTS OF ASSETS AND LIABILITIES AS OF DECEMBER 31, 2007

	ING VP Money Market Portfolio			ING VP Global Science and Technology Portfolio
ASSETS:
Investments in securities at value+*	$	—		$	93,543,381
Short-term investments at amortized cost		1,713,502,244			23,008,604
Cash		51,772			1,094,685
Foreign currencies at value**		—			2,142,384
Receivables:
Investment securities sold		—			6,585
Fund shares sold		331			930,493
Dividends and interest		5,736,737			34,920
Unrealized appreciation on forward currency contracts		—			191,744
Prepaid expenses		640			—
Total assets		1,719,291,724			120,952,796
LIABILITIES:
Payable for fund shares redeemed		6,566,021			16,236
Payable upon receipt of securities loaned		1,010,974			21,410,626
Unrealized depreciation on forward foreign currency contracts		—			318,696
Payable to affiliates		442,315			84,233
Payable for directors fees		11,217			2,511
Other accrued expenses and liabilities		121,910			37,443
Total liabilities		8,152,437			21,869,745
NET ASSETS	$	1,711,139,287		$	99,083,051
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	1,637,792,151		$	116,638,510
Undistributed net investment income		77,924,640			131,809
Accumulated net realized loss on investments and foreign currency related transactions		(4,577,504	)		(32,464,964	)
Net unrealized appreciation on investments and foreign currency related transactions		—			14,777,696
NET ASSETS	$	1,711,139,287		$	99,083,051
+ Including securities loaned at value	$	981,245		$	20,640,654
* Cost of investments in securities	$	—		$	78,627,641
** Cost of foreign currencies	$	—		$	2,153,644
Class I:
Net assets	$	1,711,139,287		$	97,942,613
Shares authorized		unlimited			100,000,000
Par value	$	1.00		$	0.001
Shares outstanding		126,672,176			17,957,743
Net asset value and redemption price per share	$	13.51		$	5.45
Class S:
Net assets		n/a		$	1,140,438
Shares authorized		n/a			100,000,000
Par value		n/a		$	0.001
Shares outstanding		n/a			210,356
Net asset value and redemption price per share		n/a		$	5.42

See Accompanying Notes to Financial Statements
25

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	ING VP Balanced Portfolio			ING VP Growth and Income Portfolio			ING VP Growth Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	12,674,154		$	52,134,785		$	2,110,608
Interest⁽¹⁾		23,939,338			4,789,727			128,019
Securities lending income		427,231			342,155			25,982
Total investment income		37,040,723			57,266,667			2,264,609
EXPENSES:
Investment management fees		5,655,120			14,949,836			1,198,635
Distribution and service fees:
Class ADV		8			1,242			10,552
Class S		26,113			20,756			56,082
Transfer agent fees		365			8,328			183
Administrative service fees		622,044			1,644,432			109,871
Shareholder reporting expense		67,165			158,930			12,424
Registration fees		1,039			2,492			—
Professional fees		108,543			256,555			26,440
Custody and accounting expense		154,170			285,123			29,663
Directors fees		94,556			213,500			14,772
Miscellaneous expense		73,368			227,811			14,874
Interest expense		—			5,994			2,389
Total expenses		6,802,491			17,774,999			1,475,885
Net waived and reimbursed fees		(37,365	)		(58,290	)		(1,291	)
Brokerage commission recapture		—			—			(1,615	)
Net expenses		6,765,126			17,716,709			1,472,979
Net investment income		30,275,597			39,549,958			791,630
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, SWAPS, AND WRITTEN OPTIONS:
Net realized gain (loss) on:
Investments		85,334,030			309,355,005			44,248,409
Foreign currency related transactions		(218,544	)		(57,187	)		—
Futures, swaps, and written options		2,297,732			3,093,129			—
Net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		87,413,218			312,390,947			44,248,409
Net change in unrealized appreciation or depreciation on:
Investments		(56,499,937	)		(132,191,243	)		(12,856,157	)
Foreign currency related transactions		212,773			8,729			—
Futures and swaps		1,373,433			(593,144	)		—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		(54,913,731	)		(132,775,658	)		(12,856,157	)
Net realized and unrealized gain on investments, foreign currency related transactions, futures, swaps, and written options		32,499,487			179,615,289			31,392,252
Increase in net assets resulting from operations	$	62,775,084		$	219,165,247		$	32,183,882
* Foreign taxes withheld	$	3,555		$	266,542		$	36,052
⁽¹⁾ Affiliated income	$	2,437,808		$	3,794,834		$	85,291

See Accompanying Notes to Financial Statements
26

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	ING VP Small Company Portfolio			ING VP Value Opportunity Portfolio			ING VP Intermediate Bond Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	9,910,724		$	3,834,991		$	2,146,183
Interest⁽¹⁾		1,144,094			165,931			162,149,884
Securities lending income		453,722			30,187			2,508,460
Total investment income		11,508,540			4,031,109			166,804,527
EXPENSES:
Investment management fees		4,305,767			1,135,795			11,762,996
Distribution and service fees:
Class ADV		—			8			4
Class S		6,209			67,360			2,163,586
Transfer agent fees		365			531			9,412
Administrative service fees		315,747			104,111			1,617,360
Shareholder reporting expense		29,592			7,768			189,584
Registration fees		415			—			11,325
Professional fees		46,265			18,143			236,615
Custody and accounting expense		63,875			23,047			309,360
Directors fees		33,692			12,222			141,020
Miscellaneous expense		40,519			13,855			127,604
Interest expense		597			—			6,222
Total expenses		4,843,043			1,382,840			16,575,088
Net waived and reimbursed fees		(15,361	)		(1,756	)		(92,157	)
Net expenses		4,827,682			1,381,084			16,482,931
Net investment income		6,680,858			2,650,025			150,321,596
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, SWAPS, AND WRITTEN OPTIONS:
Net realized gain (loss) on:
Investments		72,668,573			25,779,697			49,687,632
Foreign currency related transactions		10,983			(29,673	)		(1,445,936	)
Futures, swaps, and written options		—			—			11,585,613
Net realized gain on investments, foreign currency related transactions, futures, swaps, and written options		72,679,556			25,750,024			59,827,309
Net change in unrealized appreciation or depreciation on:
Investments		(50,313,212	)		(22,057,799	)		(50,388,290	)
Foreign currency related transactions		—			—			1,696,322
Futures and swaps		—			—			9,056,386
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		(50,313,212	)		(22,057,799	)		(39,635,582	)
Net realized and unrealized gain on investments, foreign currency related transactions, futures, swaps, and written options		22,366,344			3,692,225			20,191,727
Increase in net assets resulting from operations	$	29,047,202		$	6,342,250		$	170,513,323
* Foreign taxes withheld	$	—		$	29,156		$	938
⁽¹⁾ Affiliated income	$	1,004,059		$	115,556		$	6,040,550

See Accompanying Notes to Financial Statements
27

STATEMENTS OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2007

	ING VP Money Market Portfolio		ING VP Global Science and Technology Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*	$	—	$	611,976
Interest		83,104,329		82,168
Securities lending income		1,469		36,588
Total investment income		83,105,798		730,732
EXPENSES:
Investment management fees		3,875,870		826,795
Distribution and service fees:
Class S		—		1,772
Transfer agent fees		345		291
Administrative service fees		852,665		47,866
Shareholder reporting expense		54,860		7,365
Registration fees		880		—
Professional fees		111,020		21,826
Custody and accounting expense		138,000		24,541
Directors fees		75,167		5,156
Miscellaneous expense		62,735		8,864
Interest expense		—		560
Total expenses		5,171,542		945,036
Net investment income (loss)		77,934,256		(214,304	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS AND FOREIGN CURRENCY RELATED TRANSACTIONS:
Net realized gain (loss) on:
Investments (net of Indian capital gains tax withheld)**		43,078		10,127,289
Foreign currency related transactions		—		(311,913	)
Net realized gain on investments and foreign currency related transactions		43,078		9,815,376

Net change in unrealized appreciation or depreciation on:

Investments		—		5,039,274
Foreign currency related transactions		—		(98,831	)
Net change in unrealized appreciation or depreciation on investments		—		4,940,443
Net realized and unrealized gain on investments and foreign currency related transactions		43,078		14,755,819
Increase in net assets resulting from operations	$	77,977,334	$	14,541,515
* Foreign taxes withheld	$	—	$	42,841
** Foreign tax on sale of Indian investments	$	—	$	23,584

See Accompanying Notes to Financial Statements
28

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Balanced Portfolio						ING VP Growth and Income Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	30,275,597		$	30,129,554		$	39,549,958		$	35,726,032
Net realized gain on investments, foreign currency related transactions, futures, and swaps		87,413,218			64,973,809			312,390,947			284,669,891
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		(54,913,731	)		20,635,045			(132,775,658	)		89,779,583
Increase in net assets resulting from operations		62,775,084			115,738,408			219,165,247			410,175,506
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(27	)		—			(15,923	)		(12	)
Class I		(30,215,749	)		(28,870,646	)		(39,306,243	)		(35,978,959	)
Class S		(258,983	)		(70,509	)		(348,348	)		(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	)		(39,670,514	)		(36,025,178	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		10,060,036			68,843,823			8,193,101			26,744,895
Proceeds from shares issued in merger (Note 15)		—			21,745,814			74,681,070			—
Dividends reinvested		75,594,221			28,941,155			39,643,089			35,997,107
		85,654,257			119,530,792			122,517,260			62,742,002
Cost of shares redeemed		(210,666,560	)		(251,212,849	)		(582,395,681	)		(482,469,282	)
Net decrease in net assets resulting from capital share transactions		(125,012,303	)		(131,682,057	)		(459,878,421	)		(419,727,280	)
Net decrease in net assets		(137,831,507	)		(44,884,804	)		(280,383,688	)		(45,576,952	)
NET ASSETS:
Beginning of year		1,194,612,079			1,239,496,883			3,102,878,686			3,148,455,638
End of year	$	1,056,780,572		$	1,194,612,079		$	2,822,494,998		$	3,102,878,686
Undistributed net investment income at end of year	$	29,652,010		$	30,641,694		$	—		$	161,526

See Accompanying Notes to Financial Statements
29

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Growth Portfolio						ING VP Small Company Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	791,630		$	365,241		$	6,680,858		$	1,129,645
Net realized gain on investments and foreign currency related transactions		44,248,409			13,075,352			72,679,556			76,291,234
Net change in unrealized depreciation on investments		(12,856,157	)		(9,629,888	)		(50,313,212	)		(665,601	)
Increase in net assets resulting from operations		32,183,882			3,810,705			29,047,202			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		14,782,965			51,217,584			167,605,751			161,701,457
Proceeds from shares issued in merger (Note 15)		36,851,627			—			—			—
Dividends reinvested		364,068			113,349			77,678,418			72,469,447
		51,998,660			51,330,933			245,284,169			234,170,904
Cost of shares redeemed		(110,992,399	)		(43,840,954	)		(104,878,944	)		(186,317,390	)
Net increase (decrease) in net assets resulting from capital share transactions		(58,993,739	)		7,489,979			140,405,225			47,853,514
Net increase (decrease) in net assets		(27,173,925	)		11,187,335			91,774,009			52,139,345
NET ASSETS:
Beginning of year		186,769,350			175,582,015			514,607,445			462,468,100
End of year	$	159,595,425		$	186,769,350		$	606,381,454		$	514,607,445
Undistributed net investment income at end of year	$	790,454		$	362,892		$	5,914,678		$	970,883

See Accompanying Notes to Financial Statements
30

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Value Opportunity Portfolio						ING VP Intermediate Bond Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income	$	2,650,025		$	3,129,904		$	150,321,596		$	101,202,907
Net realized gain (loss) on investments, foreign currency related transactions, futures, and swaps		25,750,024			17,917,306			59,827,309			(13,025,987	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		(22,057,799	)		9,299,578			(39,635,582	)		(973,051	)
Increase in net assets resulting from operations		6,342,250			30,346,788			170,513,323			87,203,869
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(17	)		—			(34	)		(40	)
Class I		(2,729,403	)		(2,514,028	)		(83,987,331	)		(75,863,165	)
Class S		(385,996	)		(411,247	)		(38,555,643	)		(23,433,812	)
Total distributions		(3,115,416	)		(2,925,275	)		(122,543,008	)		(99,297,017	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		1,549,317			2,493,673			1,136,671,743			1,313,238,729
Proceeds from shares issued in merger (Note 15)		—			—			—			2,862,609
Dividends reinvested		3,115,398			2,925,275			122,517,553			99,270,730
		4,664,715			5,418,948			1,259,189,296			1,415,372,068
Cost of shares redeemed		(41,972,831	)		(40,387,407	)		(490,715,350	)		(638,397,059	)
Net increase (decrease) in net assets resulting from capital share transactions		(37,308,116	)		(34,968,459	)		768,473,946			776,975,009
Net increase (decrease) in net assets		(34,081,282	)		(7,546,946	)		816,444,261			764,881,861
NET ASSETS:
Beginning of year		201,406,053			208,952,999			2,530,225,952			1,765,344,091
End of year	$	167,324,771		$	201,406,053		$	3,346,670,213		$	2,530,225,952
Undistributed net investment income at end of year	$	2,600,516		$	3,112,822		$	22,702,254		$	914,743

See Accompanying Notes to Financial Statements
31

STATEMENTS OF CHANGES IN NET ASSETS

	ING VP Money Market Portfolio						ING VP Global Science and Technology Portfolio
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
FROM OPERATIONS:
Net investment income (loss)	$	77,934,256		$	57,136,163		$	(214,304	)	$	(248,859	)
Net realized gain on investments and foreign currency related transactions		43,078			75,645			9,815,376			11,202,478
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		—			—			4,940,443			(5,191,876	)
Increase in net assets resulting from operations		77,977,334			57,211,808			14,541,515			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		503,402,892			428,969,203			17,784,780			13,780,858
Dividends reinvested		57,130,928			31,895,864			—			—
		560,533,820			460,865,067			17,784,780			13,780,858
Cost of shares redeemed		(226,091,022	)		(203,348,846	)		(15,393,467	)		(21,993,235	)
Net increase (decrease) in net assets resulting from capital share transactions		334,442,798			257,516,221			2,391,313			(8,212,377	)
Net increase (decrease) in net assets		355,289,204			282,832,165			16,932,828			(2,450,634	)
NET ASSETS:
Beginning of year		1,355,850,083			1,073,017,918			82,150,223			84,600,857
End of year	$	1,711,139,287		$	1,355,850,083		$	99,083,051		$	82,150,223
Undistributed net investment income at end of year	$	77,924,640		$	57,121,312		$	131,809		$	21,353

See Accompanying Notes to Financial Statements
32

ING VP BALANCED PORTFOLIO

FINANCIAL HIGHLIGHTS

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

		Class ADV
		Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		14.65			14.65
Income (loss) from investment operations:
Net investment income (loss)	$		0.29			(0.00	)**
Net realized and unrealized gain on investments	$		0.37			—
Total from investment operations	$		0.66			(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	$		14.34			14.65
Total Return⁽²⁾	%		4.78			—
Ratios and Supplemental Data:
Net assets, end of period (millions)	$		0	***		0	***
Ratios to average net assets:
Expenses⁽³⁾	%		1.10	^†		1.10	^†
Net investment income (loss)⁽³⁾	%		2.05	^†		(1.10	)^†
Portfolio turnover rate	%		257			236

		Class I
		Year Ended December 31,
		2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$		14.65			13.64			13.40			12.50		10.73
Income from investment operations:
Net investment income	$		0.39	*		0.34	*		0.29	*		0.29		0.25
Net realized and unrealized gain on investments	$		0.38			1.00			0.27			0.87		1.76
Total from investment operations	$		0.77			1.34			0.56			1.16		2.01
Less distributions from:
Net investment income	$		0.39			0.33			0.32			0.26		0.24
Net realized gains on investments	$		0.58			—			—			—		—
Total distributions	$		0.97			0.33			0.32			0.26		0.24
Net asset value, end of year	$		14.45			14.65			13.64			13.40		12.50
Total Return⁽²⁾	%		5.57			9.99			4.24			9.42		18.87
Ratios and Supplemental Data:
Net assets, end of year (millions)	$		1,046			1,184			1,236			1,358		1,375
Ratios to average net assets:
Expenses	%		0.60	^†		0.60	^†		0.60			0.59		0.60
Net investment income	%		2.68	^†		2.44	^†		2.30			2.15		2.04
Portfolio turnover rate	%		257			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.
**  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 0.005% impact on the expense ratio.

See Accompanying Notes to Financial Statements
33

ING VP BALANCED PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

		Class S
		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 year	$		14.57			13.58			13.35		12.49		11.53
Income from investment operations:
Net investment income	$		0.35	*		0.32	*		0.27		0.22		0.34
Net realized and unrealized gain on investments	$		0.38			0.97			0.25		0.89		0.85
Total from investment operations	$		0.73			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 year	$		14.36			14.57			13.58		13.35		12.49
Total Return⁽²⁾	%		5.31			9.62			3.99		9.06		10.51
Ratios and Supplemental Data:
Net assets, end of year (millions)	$		10			11			3		3		1
Ratios to average net assets:
Expenses⁽³⁾	%		0.85	^†		0.85	^†		0.85		0.84		0.83
Net investment income⁽³⁾	%		2.43	^†		2.29	^†		2.06		1.98		3.06
Portfolio turnover rate	%		257			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 0.005% impact on the expense ratio.

See Accompanying Notes to Financial Statements
34

ING VP GROWTH AND INCOME PORTFOLIO

FINANCIAL HIGHLIGHTS

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

		Class ADV
		Year Ended December 31, 2007			December 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		23.38			23.70
Income (loss) from investment operations:
Net investment income	$		0.72	*		0.01	*
Net realized and unrealized gain (loss) on investments	$		0.84			(0.06	)
Total from investment operations	$		1.56			(0.05	)
Less distributions from:
Net investment income	$		0.33			0.27
Total distributions	$		0.33			0.27
Net asset value, end of period	$		24.61			23.38
Total Return⁽²⁾	%		6.66			(0.23	)
Ratios and Supplemental Data:
Net assets, end of period (millions)	$		1			0	**
Ratios to average net assets:
Expenses⁽³⁾	%		1.09	^†		1.09	^†
Net investment income⁽³⁾	%		2.95	^†		1.08	^†
Portfolio turnover rate	%		146			103

		Class I
		Year Ended Necember 31,
		2007			2006			2005		2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$		23.38			20.71			19.35		18.28		14.50
Income from investment operations:
Net investment income	$		0.33	*		0.25	*		0.23		0.28		0.16
Net realized and unrealized gain on investments	$		1.40			2.69			1.35		1.24		3.62
Total from investment operations	$		1.73			2.94			1.58		1.52		3.78
Less distributions from:
Net investment income	$		0.35			0.27			0.22		0.45		—
Total distributions	$		0.35			0.27			0.22		0.45		—
Net asset value, end of year	$		24.76			23.38			20.71		19.35		18.28
Total Return⁽²⁾	%		7.40			14.20			8.13		8.39		26.07
Ratios and Supplemental Data:
Net assets, end of year (millions)	$		2,796			3,098			3,146		3,531		3,795
Ratios to average net assets:
Expenses	%		0.59	^†		0.59	^†		0.59		0.58		0.60
Net investment income	%		1.32	^†		1.15	^†		1.03		1.41		0.95
Portfolio turnover rate	%		146			103			80		139		150

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

** Amount is less than $500,000.

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

See Accompanying Notes to Financial Statements
35

ING VP GROWTH AND INCOME PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

		Class S
		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	$		0.37	*		0.20	*		0.14		0.21		0.04
Net realized and unrealized gain on investments	$		1.29			2.64			1.41		1.26		1.90
Total from investment operations	$		1.66			2.84			1.55		1.47		1.94
Less distributions from:
Net investment income	$		0.33			0.23			0.20		0.39		—
Total distributions	$		0.33			0.23			0.20		0.39		—
Net asset value, end of period	$		24.63			23.30			20.69		19.34		18.26
Total Return⁽²⁾	%		7.13			13.72			7.98		8.10		11.89
Ratios and Supplemental Data:
Net assets, end of period (millions)	$		25			5			2		2		2
Ratios to average net assets:
Expenses⁽³⁾	%		0.84	^†		0.84	^†		0.84		0.83		0.84
Net investment income⁽³⁾	%		1.50	^†		0.94	^†		0.78		1.18		0.57
Portfolio turnover rate	%		146			103			80		139		150

⁽¹⁾ Commencement of operations.

⁽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 0.005% impact on the expense ratio.

See Accompanying Notes to Financial Statements
36

ING VP GROWTH PORTFOLIO

FINANCIAL HIGHLIGHTS

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

		Class ADV
		Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		10.65			10.65
Income (loss) from investment operations:
Net investment loss	$		(0.02	)*		(0.00	)**
Net realized and unrealized gain on investments	$		1.85			—
Total from investment operations	$		1.83			(0.00	)**
Less distributions from:
Net investment income	$		0.02			—
Total distributions	$		0.02			—
Net asset value, end of period	$		12.46			10.65
Total Return⁽²⁾	%		17.21			—
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		1,386			1
Ratios to average net assets:
Gross expenses prior to expense waiver and brokerage commission recapture⁽³⁾	%		1.20			1.19
Net expenses after expense waiver and prior to brokerage commission recapture⁽³⁾	%		1.20	^†		1.19
Net expenses after expense waiver and brokerage commission recapture⁽³⁾	%		1.20	^†		1.19
Net investment loss after expense waiver and brokerage commission recapture⁽³⁾	%		(0.18	)^†		(1.19	)
Portfolio turnover rate	%		279			188

		Class I
		Year Ended December 31,
		2007			2006		2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$		10.65			10.38		9.56			8.93		6.85
Income from investment operations:
Net investment income	$		0.05	*		0.02		0.02			0.06		0.01
Net realized and unrealized gain on investments	$		1.85			0.26		0.87			0.58		2.07
Total from investment operations	$		1.90			0.28		0.89			0.64		2.08
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 year	$		12.53			10.65		10.38			9.56		8.93
Total Return⁽²⁾	%		17.86			2.65		9.38	^††		7.19		30.36
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		137,104			186,495		175,297			193,280		224,330
Ratios to average net assets:
Gross expenses prior to expense waiver and brokerage commission recapture	%		0.70			0.69		0.69			0.69		0.71
Net expenses after expense waiver and prior to brokerage commission recapture	%		0.70	^†		0.69		0.69			0.69		0.71
Net expenses after expense waiver and brokerage commission recapture	%		0.70	^†		0.69		0.69			0.69		0.71
Net investment income after expense waiver and brokerage commission recapture	%		0.42	^†		0.19		0.08			0.61		0.13
Portfolio turnover rate	%		279			188		119			123		162

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

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

^† Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has more than 0.005% 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's guidelines. There was no impact on total return.

See Accompanying Notes to Financial Statements
37

ING VP GROWTH PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

		Class S
		Year Ended December 31,
		2007			2006				2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$		10.56			10.31		��		9.50			8.88		6.83
Income (loss) from investment operations:
Net investment income (loss)	$		0.00	*		(0.01	)			(0.00	)*		0.04		0.00	*
Net realized and unrealized gain on investments	$		1.85			0.26				0.85			0.58		2.05
Total from investment operations	$		1.85			0.25				0.85			0.62		2.05
Less distributions from:
Net investment income	$		0.02			—				0.04			—		—
Total distributions	$		0.02			—				0.04			—		—
Net asset value, end of year	$		12.39			10.56				10.31			9.50		8.88
Total Return⁽¹⁾	%		17.54			2.42				9.05	^††		6.98		30.01
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		21,105			273				285			356		292
Ratios to average net assets:
Gross expenses prior to expense waiver and brokerage commission recapture	%		0.95			0.94				0.94			0.94		0.96
Net expenses after expense waiver and prior to brokerage commission recapture	%		0.95	^†		0.94				0.94			0.94		0.96
Net expenses after expense waiver and brokerage commission recapture	%		0.95	^†		0.94				0.94			0.94		0.96
Net investment income (loss) after expense waiver and brokerage commission recapture	%		0.23	^†		(0.06	)			(0.17	)		0.44		(0.10	)
Portfolio turnover rate	%		279			188				119			123		162

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

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

^† Impact of waiving the advisory fee for the ING Institutional Prime Money Market Fund holding has more than 0.005% 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's guidelines. There was no impact on total return.

See Accompanying Notes to Financial Statements
38

ING VP SMALL COMPANY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

		Class I
		Year Ended December 31,
		2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$		21.70			21.65			19.94			17.48			12.75
Income from investment operations:
Net investment income	$		0.24	*		0.05			0.10			0.04			0.06
Net realized and unrealized gain on investments	$		0.99			3.46			1.92			2.47			4.71
Total from investment operations	$		1.23			3.51			2.02			2.51			4.77
Less distributions from:
Net investment income	$		0.04			0.09			0.03			0.05			0.04
Net realized gains on investments	$		3.33			3.37			0.28			—			—
Total distributions	$		3.37			3.46			0.31			0.05			0.04
Net asset value, end of year	$		19.56			21.70			21.65			19.94			17.48
Total Return⁽¹⁾	%		5.90			16.79			10.27	^††		14.39			37.47
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		603,492			512,446			393,700			461,014			464,228
Ratios to average net assets:
Expenses	%		0.84	^†		0.85	^†		0.85			0.84			0.85
Net investment income	%		1.16	^†		0.26	^†		0.43			0.21			0.47
Portfolio turnover rate	%		106			83			72			93			178
		Class S
		Year Ended December 31,
		2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$		21.54			21.59			19.90			17.49			12.72
Income (loss) from investment operations:
Net investment income (loss)	$		0.18	*		(0.05	)*		0.06			0.03	*		0.01
Net realized and unrealized gain on investments	$		1.00			3.41			1.92			2.43			4.79
Total from investment operations	$		1.18			3.36			1.98			2.46			4.80
Less distribution from:
Net investment income	$		—			0.04			0.01			0.05			0.03
Net realized gains on investments	$		3.33			3.37			0.28			—			—
Total distribution	$		3.33			3.41			0.29			0.05			0.03
Net asset value, end of year	$		19.39			21.54			21.59			19.90			17.49
Total Return⁽¹⁾	%		5.68			16.07			10.05	^††		14.09			37.76
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		2,890			2,162			68,768			72,225			840
Ratios to average net assets:
Expenses	%		1.09	^†		1.10	^†		1.10			1.09			1.10
Net investment income (loss)	%		0.90	^†		(0.24	)^†		0.26			0.19			0.22
Portfolio turnover rate	%		106			83			72			93			178

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

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

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

^†† 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
39

ING VP VALUE OPPORTUNITY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

		Class ADV
		Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		15.72			15.72
Income (loss) from investment operations:
Net investment income (loss)	$		0.16			(0.00	)**
Net realized and unrealized gain on investments	$		0.20			—
Total from investment operations	$		0.36			(0.00	)**
Less distributions from:
Net investment income	$		0.26			—
Total distributions	$		0.26			—
Net asset value, end of period	$		15.82			15.72
Total Return⁽²⁾	%		2.33			—
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⁾	%		0.99	^†		(1.19	)
Portfolio turnover rate	%		197			83

		Class I
		Year Ended December 31,
		2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$		15.84			13.84			13.19			12.08		9.77
Income from investment operations:
Net investment income	$		0.23	*		0.23	*		0.19	*		0.24		0.10
Net realized and unrealized gain on investments	$		0.24			1.98			0.71			0.98		2.29
Total from investment operations	$		0.47			2.21			0.90			1.22		2.39
Less distributions from:
Net investment income	$		0.26			0.21			0.25			0.11		0.08
Total distributions	$		0.26			0.21			0.25			0.11		0.08
Net asset value, end of year	$		16.05			15.84			13.84			13.19		12.08
Total Return⁽²⁾	%		3.01			16.10			6.95			10.15		24.59
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		143,438			173,014			178,828			219,889		257,448
Ratios to average net assets:
Expenses	%		0.69	^†		0.69			0.70			0.69		0.70
Net investment income	%		1.44	^†		1.58			1.47			1.61		0.91
Portfolio turnover rate	%		197			83			94			16		251

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

** Amount is more than $(0.005).

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

See Accompanying Notes to Financial Statements
40

ING VP VALUE OPPORTUNITY PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

		Class S
		Year Ended December 31,
		2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$		15.72			13.77			13.12			12.03		9.75
Income from investment operations:
Net investment income	$		0.19	*		0.19	*		0.16	*		0.13		0.04
Net realized and unrealized gain on investments	$		0.24			1.96			0.71			1.05		2.31
Total from investment operations	$		0.43			2.15			0.87			1.18		2.35
Less distributions from:
Net investment income	$		0.22			0.20			0.22			0.09		0.07
Total distributions	$		0.22			0.20			0.22			0.09		0.07
Net asset value, end of year	$		15.93			15.72			13.77			13.12		12.03
Total Return⁽¹⁾	%		2.77			15.77			6.76			9.88		24.21
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		23,886			28,391			30,125			3,505		2,277
Ratios to average net assets:
Expenses	%		0.94	^†		0.94			0.95			0.94		0.95
Net investment income	%		1.19	^†		1.32			1.18			1.36		0.64
Portfolio turnover rate	%		197			83			94			16		251

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

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

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

See Accompanying Notes to Financial Statements
41

ING VP INTERMEDIATE BOND PORTFOLIO

FINANCIAL HIGHLIGHTS

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

		Class ADV
		Year Ended December 31, 2007			December 20, 2006⁽¹⁾ to December 31, 2006
Per Share Operating Performance:
Net asset value, beginning of period	$		12.96			13.53
Income (loss) from investment operations:
Net investment income	$		0.63	*		0.02
Net realized and unrealized gain (loss) on investments	$		0.09			(0.06	)
Total from investment operations	$		0.72			(0.04	)
Less distributions from:
Net investment income	$		0.45			0.53
Total distributions	$		0.45			0.53
Net asset value, end of period	$		13.23			12.96
Total Return⁽²⁾	%		5.60	^††		(0.30	)
Ratios and Supplemental Data:
Net assets, end of period (millions)	$		0	**		0	**
Ratios to average net assets:
Expenses⁽³⁾	%		0.99	^†		0.99	^†
Net investment income⁽³⁾	%		4.77	^†		6.82	^†
Portfolio turnover rate	%		438			390

		Class I
		Year Ended December 31,
		2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$		12.96			12.97			13.14			14.15		13.53
Income (loss) from investment operations:
Net investment income	$		0.69	*		0.65	*		0.54			0.53		0.56
Net realized and unrealized gain (loss) on investments	$		0.08			(0.12	)		(0.13	)		0.13		0.29
Total from investment operations	$		0.77			0.53			0.41			0.66		0.85
Less distributions from:
Net investment income	$		0.51			0.54			0.51			1.11		0.11
Net realized gains on investments	$		—			—			0.07			0.56		0.12
Total distributions	$		0.51			0.54			0.58			1.67		0.23
Net asset value, end of year	$		13.22			12.96			12.97			13.14		14.15
Total Return⁽²⁾	%		5.95	^††		4.06			3.14			4.88		6.30
Ratios and Supplemental Data:
Net assets, end of year (millions)	$		2,267			1,909			1,148			1,093		1,126
Ratios to average net assets:
Expenses	%		0.49	^†		0.49	^†		0.49			0.48		0.50
Net investment income	%		5.19	^†		4.97	^†		4.14			3.79		3.77
Portfolio turnover rate	%		438			390			589			407		521

⁽¹⁾ Commencement of operations.

⁽³⁾ Annualized for periods less than one year.

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

** Amount is less than $500,000.

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

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

See Accompanying Notes to Financial Statements
42

ING VP INTERMEDIATE BOND PORTFOLIO (CONTINUED)

FINANCIAL HIGHLIGHTS

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

		Class S
		Year Ended December 31,
		2007			2006			2005			2004		2003
Per Share Operating Performance:
Net asset value, beginning of year	$		12.89			12.91			13.09			14.13		13.53
Income (loss) from investment operations:
Net investment income	$		0.65	*		0.61	*		0.41			0.40		0.49
Net realized and unrealized gain (loss) on investments	$		0.08			(0.12	)		(0.03	)		0.22		0.32
Total from investment operations	$		0.73			0.49			0.38			0.62		0.81
Less distributions from:
Net investment income	$		0.48			0.51			0.49			1.10		0.09
Net realized gains on investments	$		—			—			0.07			0.56		0.12
Total distributions	$		0.48			0.51			0.56			1.66		0.21
Net asset value, end of year	$		13.14			12.89			12.91			13.09		14.13
Total Return⁽¹⁾	%		5.70	^††		3.77			2.94			4.58		6.04
Ratios and Supplemental Data:
Net assets, end of year (millions)	$		1,080			621			617			301		71
Ratios to average net assets:
Expenses	%		0.74	^†		0.74	^†		0.74			0.73		0.75
Net investment income	%		4.92	^†		4.69	^†		3.94			3.52		3.52
Portfolio turnover rate	%		438			390			589			407		521

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

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

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

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

See Accompanying Notes to Financial Statements
43

ING VP MONEY MARKET PORTFOLIO

FINANCIAL HIGHLIGHTS

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

		Class I
		Year Ended December 31,
		2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$		13.40			13.17			12.94			12.94			13.03
Income (loss) from investment operations:
Net investment income	$		0.66	*		0.63	*		0.39			0.15			0.08
Net realized and unrealized gain (loss) on investments	$		(0.00	)**		0.00	**		(0.01	)		(0.01	)		0.03
Total from investment operations	$		0.66			0.63			0.38			0.14			0.11
Less distributions from:
Net investment income	$		0.55			0.40			0.15			0.14			0.20
Total distributions	$		0.55			0.40			0.15			0.14			0.20
Net asset value, end of year	$		13.51			13.40			13.17			12.94			12.94
Total Return⁽¹⁾	%		5.13			4.88			2.98			1.06			0.92
Ratios and Supplemental Data:
Net assets, end of year (millions)	$		1,711			1,356			1,073			1,101			1,238
Ratios to average net assets:
Expenses	%		0.33			0.34			0.35			0.34			0.35
Net investment income	%		5.03			4.79			2.93			1.11			0.91

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

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

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

See Accompanying Notes to Financial Statements
44

ING VP GLOBAL SCIENCE AND TECHNOLOGY PORTFOLIO

FINANCIAL HIGHLIGHTS

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

		Class I
		Year Ended December 31,
		2007			2006			2005			2004			2003
Per Share Operating Performance:
Net asset value, beginning of year	$		4.58			4.27			3.82			3.87			2.66
Income (loss) from investment operations:
Net investment loss	$		(0.01	)		(0.01	)		(0.02	)		(0.03	)		(0.02	)
Net realized and unrealized gain (loss) on investments (net of Indian tax)	$		0.88			0.32			0.47			(0.02	)		1.23
Total from investment operations	$		0.87			0.31			0.45			(0.05	)		1.21
Net asset value, end of year	$		5.45			4.58			4.27			3.82			3.87
Total Return⁽¹⁾	%		19.00			7.26			11.78			(1.29	)		45.49
Ratios and Supplemental Data:
Net assets, end of year (000's)	$		97,943			81,599			84,523			86,291			97,742
Ratios to average net assets:
Gross expenses prior to expense reimbursement/recoupment	%		1.08			1.08			1.06			1.05			1.10
Net expenses after expense reimbursement/recoupment⁽²⁾	%		1.08			1.08			1.06			1.05			1.11
Net investment loss after expense reimbursement/recoupment⁽²⁾	%		(0.24	)		(0.29	)		(0.48	)		(0.67	)		(0.88	)
Portfolio turnover rate	%		84			129			118			163			15

		Class S
		Year Ended December 31,						July 20, 2005⁽⁴⁾ to December 31,			January 1, 2003 to December 16,			Year Ended December 31,			November 1, 2001⁽⁵⁾ to December 31,
		2007			2006			2005			2003⁽⁴⁾			2002			2001
Per Share Operating Performance:
Net asset value, beginning of period	$		4.56			4.27			3.90			2.65			4.53			3.92
Income (loss) from investment operations:
Net investment loss	$		(0.02	)		(0.02	)		(0.01	)		(0.07	)		(0.04	)		—
Net realized and unrealized gain on investments (net of Indian tax)	$		0.88			0.31			0.38			1.09			(1.84	)		0.61
Total from investment operations	$		0.86			0.29			0.37			1.02			(1.88	)		0.61
Net asset value, end of period	$		5.42			4.56			4.27			3.67			2.65			4.53
Total Return⁽¹⁾	%		18.86			6.79			9.49			38.49			(41.50	)		15.56
Ratios and Supplemental Data:
Net assets, end of period (000's)	$		1,140			551			78			—			7			12
Ratios to average net assets:
Gross expenses prior to expense reimbursement⁽³⁾	%		1.33			1.33			1.31			1.35			1.36			1.36
Net expenses after expense reimbursement⁽²⁾⁽³⁾	%		1.33			1.33			1.31			1.36			1.37			1.36
Net investment loss after expense reimbursement⁽²⁾⁽³⁾	%		(0.50	)		(0.51	)		(0.73	)		(1.13	)		(1.14	)		(0.74	)
Portfolio turnover rate	%		84			129			118			15			61			129

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

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

⁽³⁾ Annualized for periods less than one year.

⁽⁴⁾ Class S was fully redeemed on December 16, 2003 and recommenced operations on July 20, 2005.

⁽⁵⁾ Commencement of operations.

See Accompanying Notes to Financial Statements
45

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007

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, ING Strategic Allocation Portfolios, Inc. 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 ("1940 Act").

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 four 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"), and ING VP Global Science and Technology Portfolio ("Global Science and Technology"). 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 M oney 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 based on the judgment of the Portfolio's management, of which of those sectors or mix thereof offers the best investment prospects;

• 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;

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

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

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. Common expenses of the Portfolios (including custodial asset-based fees, legal and audit fees, printing and mailing expenses, transfer agency out-of-pocket expenses, and fees and expenses of the independent trustees) are allocated to each Portfolio in proportion to its relative daily net assets. Expenses directly attributable to a particular portfolio (including advisory, admi nistration, custodial transaction-based, registration, other professional, distribution and/or service fees, certain taxes, and offering costs) are charged directly to that Portfolio. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution, and shareholder servicing fees.

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.

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

NOTE 1 — ORGANIZATION (continued)

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 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 a 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 held by a Portfolio closes but before the time that a Portfolio's NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time a Portfolio determines its NAV. In such a case, a Portfolio will use the fair value of such securities as determined under a Portfolio's valuation procedures. Events after the close of trading on a foreign market that could require a Portfolio to fair value some or all of its foreign securities include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis in the determination of a security's fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

as of the time a Portfolio calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, or that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that a Portfolio could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, a Portfolio is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes a Portfolio to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time 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 from date of acquisition are valued at amortized cost which approximates market value.

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

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

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

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

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

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities 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. A Portfolio either enters into these transactions on a spot basis at the spot rate prevailing in the foreign currency exchange market or uses forward foreign currency contracts to purchase or sell foreign currencies. When the contract is fulfilled or closed, gains or

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

losses are realized. Until then, the gain or loss is included in unrealized appreciation or depreciation. Risks may arise upon entering into forward contracts from the potential inability of counterparties to meet the terms of their forward contracts and from 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 regulated investment companies and to distribute substantially all of their net investment income and any net realized capital gains to their shareholders. Therefore, no federal income tax provision is required. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expire.

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 a Portfolio in the event a Portfolio is delayed or prevented from exercising its right to dispose of the collateral. A Portfolio bears the risk of loss with respect to the investment of collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing i n a Portfolio.

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

J. Illiquid and Restricted Securities. The Portfolios may not invest more than 15% (10% for Money Market) 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 pur suant 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. When-Issued and 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 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, 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 repu rchased 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. Certain Portfolios may purchase put and call options and may write (sell) put options and covered call options. The Portfolios may engage in option transactions as a hedge against adverse movements in the value of portfolio holdings or to increase market exposure. Option contracts are valued daily and unrealized gains or losses are recorded based upon the last sales price on the principal exchange on which the options are traded. An amount equal to the premium received by the Portfolios upon the writing of a put or call option is included in the Statements of Assets and Liabilities as a liability which is subsequ ently marked-to-market until it is exercised or closed, or it expires. The Portfolios will realize a gain or loss upon the expiration or closing of the option contract. When an option is exercised, the proceeds on sales of the underlying security for a written call option, the purchase cost of the security for a written put option, or the cost of the security for a purchased put or call option is adjusted by the amount of premium received or paid. Realized and unrealized gains or losses on option contracts are reflected in the accompanying financial statements. The risk in writing a covered call option is that the Portfolios give up the opportunity for profit if the market price of the security increases and the option is exercised. The risk in writing a put option is that the Portfolios may incur a loss if the market price of the security decreases and the option is exercised. The risk in buying an option is that the Portfolios pay a premium whether or not the option is exercised. Risks may also arise from an illiquid secondary market or from the inability of counterparties to meet the terms of the contract.

N. Credit Default Swaps. Certain Portfolios may enter into credit default swap contracts for investment purposes. Certain Portfolios may also purchase credit default swap contracts in order to hedge against risk of default of debt securities held in their portfolio.

As the seller in a credit default swap contract, a Portfolio would be required to pay the par (or other agreed-upon) value of a referenced debt obligation to the counterparty in the event of a

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

default by a third party, such as a U.S. or foreign corporate issuer, on the debt obligation. In return, a Portfolio would receive from the counterparty a periodic stream of payments over the term of the contract provided that no event of default has occurred. If no default occurs, a Portfolio would keep the stream of payments and would have no payment obligations. As the seller, a Portfolio would be subject to investment exposure on the notional amount of the swap.

When a Portfolio purchases a credit default swap, the Portfolio would function as the counterparty referenced in the preceding paragraph. This would involve the risk that the investment may expire worthless and would only generate income in the event of an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial instability). It would also involve credit risk — that the seller may fail to satisfy its payment obligations to the Portfolios in the event of a default.

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

P. Reverse Repurchase Agreements. A reverse repurchase agreement involves the sale of a security, with an agreement to repurchase the same or a substantially similar security at an agreed upon price and date. Reverse repurchase agreements are considered borrowings and the difference between the sale and repurchase prices represents interest expense at an agreed upon rate. Whether such a transaction produces a gain for a Portfolio depends upon whether the income and gains on the securities purchased with the proceeds received from the sale of the security exceeds the interest expense incurred by the Portfolio. Reverse repurchase agreements, as a leveraging technique, may increase a Portfolio's yield; however, suc h transactions also increase a Portfolio's risk to capital and may result in a shareholder's loss of principal.

Q. 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 year ended December 31, 2007, the cost of purchases and the proceeds from the sales of securities, excluding short-term securities and U.S. government securities, were as follows:

	Purchases		Sales
Balanced	$	1,222,746,003	$	1,429,182,511
Growth and Income		4,249,822,095		4,714,348,629
Growth		545,719,331		637,774,383
Small Company		648,983,675		585,484,476
Value Opportunity		367,115,028		402,811,725
Intermediate Bond		1,489,908,026		1,291,646,728
Global Science and Technology		70,735,784		72,671,539

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

	Purchases		Sales
Balanced	$	1,605,154,207	$	1,526,490,009
Intermediate Bond		12,637,034,101		12,097,926,605

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	%

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

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES (continued)

The Investment Adviser entered into 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.

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. For the year ended December 31, 2007, the Investment Adviser for Balanced, Growth and Income, Growth, Small Company, Value Opportunity and Intermediate Bond waived $37,365, $58,290, $1,291, $15,361, $1,756 and $92,157, 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.

NOTE 5 — DISTRIBUTION AND SERVICE FEES

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 December 31, 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 Shareholder Service and Distribution Fees		Total
Balanced	$	450,278	$	49,832	$	2,190	$	502,300
Growth and Income		1,219,640		134,290		6,050		1,359,980
Growth		82,172		7,536		5,302		95,010
Small Company		388,328		28,568		608		417,504
Value Opportunity		86,471		7,930		5,130		99,531
Intermediate Bond		1,121,977		155,070		228,186		1,505,233
Money Market		362,555		79,760		—		442,315
Global Science and Technology		79,397		4,597		239		84,233

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 December 31, 2007, the following ING Portfolios or indirect, wholly owned subsidiaries of ING Groep owned more than 5% of the following Portfolios:

ING Life Insurance and Annuity Company — Balanced (91.95%); Growth and Income (93.28%); Growth (86.57%); Small Company (55.12%); Value Opportunity (82.71%); Intermediate Bond (33.93%); Money Market (98.44%); and Global Science and Technology (96.58%)

ING LifeStyle Aggressive Growth Portfolio — Small Company (8.95%)

ING LifeStyle Growth Portfolio — Small Company (19.91%)

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

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

ING LifeSyle Moderate Growth Portfolio — Intermediate Bond (9.20%)

ING USA Annuity and Life Insurance Company — Value Opportunity (13.77%) and Intermediate Bond (32.17%)

Reliastar Life Insurance Company — Growth (12.16%)

For the year ended December 31, 2007, Global Science and Technology placed a portion of its portfolio transactions with a brokerage firm which is an affiliate of the Investment Adviser. The commissions paid to the affiliated firm, ING Baring LLC, was $230.

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 expense, taxes, brokerage and extraordinary expenses (and acquired fund fees and 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	%

The Investment Adviser may at a later date recoup from a Portfolio management fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such recoupment, the Portfolio's expense ratio does not exceed the percentage described above. Waived and reimbursed fees 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.

As of December 31, 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 year ended December 31, 2007:

	Days Utilized		Approximate Average Daily Balance		Approximate Weighted Average Interest Rate
Growth and Income		2	$	20,365,000		5.37	%
Growth		9		1,867,778		5.19
Small Company		1		3,840,000		5.67
Intermediate Bond		2		19,600,000		5.79
Global Science and Technology		4		890,000		5.74

NOTE 9 — OPTIONS WRITTEN

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

	Number of Contracts			Premium
Balance at 12/31/06		—		$	—
Options Written		540			106,650
Options Terminated in Closing Purchase Transactions		(540	)		(106,650	)
Balance at 12/31/07		—		$	—

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

	Number of Contracts			Premium
Balance at 12/31/06		150,000		$	178,500
Options Written		1,254,600			3,798,079
Options Terminated in Closing Purchase Transactions		(920,600	)		(3,046,529	)
Options Expirations		(484,000	)		(930,050	)
Balance at 12/31/07		—		$	—

Transactions in written options for Intermediate Bond for the year ended December 31, 2007 were as follows:

	Number of Contracts			Premium
Balance at 12/31/06		—		$	—
Options Written		3,908			771,830
Options Terminated in Closing Purchase Transactions		(3,908	)		(771,830	)
Balance at 12/31/07		—		$	—

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

NOTE 10 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Class ADV					Class I						Class S
	Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Balanced (Number of Shares)
Shares sold		2			68		601,762			4,878,404			98,592			102,380
Shares issued in merger		—			—		—			974,709			—			599,724
Dividends reinvested		—			—		5,397,784			2,095,112			48,696			5,132
Shares redeemed		—			—		(14,407,746	)		(17,759,754	)		(164,770	)		(207,251	)
Net increase (decrease) in shares outstanding		2			68		(8,408,200	)		(9,811,529	)		(17,482	)		499,985
Balanced ($)
Shares sold	$	28		$	1,000	$	8,646,382		$	67,433,818		$	1,413,626		$	1,409,005
Proceeds from shares issued in merger		—			—		—			13,476,644			—			8,269,170
Dividends reinvested		—			—		74,921,236			28,870,646			672,985			70,509
Shares redeemed		—			—		(208,308,305	)		(248,353,965	)		(2,358,255	)		(2,858,884	)
Net increase (decrease)	$	28		$	1,000	$	(124,740,687	)	$	(138,572,857	)	$	(271,644	)	$	6,889,800
	Class ADV					Class I						Class S
	Year Ended December 31, 2007			December 20, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Growth and Income (Number of Shares)
Shares sold		4,938			43		203,330			1,044,630			126,276			112,415
Shares issued in merger		114,031			—		2,058,554			—			852,618			—
Dividends reinvested		642			—		1,574,933			1,528,513			14,041			1,970
Shares redeemed		(70,456	)		—		(23,418,770	)		(21,948,383	)		(175,331	)		(27,677	)
Net increase (decrease) in shares outstanding		49,155			43		(19,581,953	)		(19,375,240	)		817,604			86,708
Growth and Income ($)
Shares sold	$	122,979		$	1,000	$	4,950,308		$	24,293,092		$	3,119,814		$	2,450,803
Proceeds from shares issued in merger		2,802,427			—		50,909,777			—			20,968,866			—
Dividends reinvested		15,909			—		39,278,832			35,950,900			348,348			46,207
Shares redeemed		(1,754,815	)		—		(576,312,116	)		(481,867,035	)		(4,328,750	)		(602,247	)
Net increase (decrease)	$	1,186,500		$	1,000	$	(481,173,199	)	$	(421,623,043	)	$	20,108,278		$	1,894,763
	Class ADV					Class I						Class S
	Year Ended December 31, 2007			December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Growth (Number of Shares)
Shares sold		83,613			94		978,074			4,813,793			225,599			5,711
Shares issued in merger		260,860			—		294,101			—			2,834,516			—
Dividends reinvested		493			—		29,544			10,584			3,866			—
Shares redeemed		(233,810	)		—		(7,868,207	)		(4,206,698	)		(1,386,799	)		(7,478	)
Net increase (decrease) in shares outstanding		111,156			94		(6,566,488	)		617,679			1,677,182			(1,767	)
Growth ($)
Shares sold	$	977,275		$	1,000	$	11,185,278		$	51,157,509		$	2,620,412		$	59,075
Proceeds from shares issued in merger		2,856,192			—		3,220,605			—			30,774,830			—
Dividends reinvested		5,295			—		317,595			113,349			41,178			—
Shares redeemed		(2,637,192	)		—		(92,737,170	)		(43,763,130	)		(15,618,037	)		(77,824	)
Net increase (decrease)	$	1,201,570		$	1,000	$	(78,013,692	)	$	7,507,728		$	17,818,383		$	(18,749	)

⁽¹⁾Commencement of operations

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Small Company (Number of Shares)
Shares sold		8,292,290			6,746,441			50,908			822,424
Dividends reinvested		4,011,153			2,874,293			17,941			587,427
Shares redeemed		(5,072,403	)		(4,186,153	)		(20,147	)		(4,494,836	)
Net increase (decrease) in shares outstanding		7,231,040			5,434,581			48,702			(3,084,985	)
Small Company ($)
Shares sold	$	166,568,181		$	143,089,598		$	1,037,570		$	18,611,859
Dividends reinvested		77,335,029			60,192,208			343,389			12,277,239
Shares redeemed		(104,467,481	)		(90,027,948	)		(411,463	)		(96,289,442	)
Net increase (decrease)	$	139,435,729		$	113,253,858		$	969,496		$	(65,400,344	)

	Class ADV				Class I						Class S
	Year Ended December 31, 2007		December 29, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Value Opportunity (Number of Shares)
Shares sold		1		64		69,432			163,605			26,164			10,706
Dividends reinvested		—		—		171,661			176,547			24,430			29,063
Shares redeemed		—		—		(2,226,807	)		(2,338,568	)		(357,045	)		(421,907	)
Net increase (decrease) in shares outstanding		1		64		(1,985,714	)		(1,998,416	)		(306,451	)		(382,138	)
Value Opportunity ($)
Shares sold	$	16	$	1,000	$	1,122,023		$	2,340,296		$	427,278		$	152,377
Dividends reinvested		—		—		2,729,402			2,514,028			385,996			411,247
Shares redeemed		—		—		(36,232,111	)		(34,295,707	)		(5,740,720	)		(6,091,700	)
Net increase (decrease)	$	16	$	1,000	$	(32,380,686	)	$	(29,441,383	)	$	(4,927,446	)	$	(5,528,076	)
	Class ADV				Class I						Class S
	Year Ended December 31, 2007		December 20, 2006⁽¹⁾ to December 31, 2006		Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Intermediate Bond (Number of Shares)
Shares sold		1		75		49,001,222			68,647,762			36,862,315			31,962,510
Shares issued in merger		—		—		—			222,036			—			—
Dividends reinvested		—		—		6,365,573			5,842,808			2,943,179			1,815,268
Shares redeemed		—		—		(31,214,224	)		(15,931,235	)		(5,787,371	)		(33,432,290	)
Net increase in shares outstanding		1		75		24,152,571			58,781,371			34,018,123			345,488
Intermediate Bond ($)
Shares sold	$	13	$	1,000	$	650,399,991		$	896,296,588		$	486,271,739		$	416,941,141
Proceeds from shares issued in merger		—		—		—			2,862,609			—			—
Dividends reinvested		—		—		83,961,911			75,836,918			38,555,642			23,433,812
Shares redeemed		—		—		(414,573,638	)		(209,279,344	)		(76,141,712	)		(429,117,715	)
Net increase	$	13	$	1,000	$	319,788,264		$	765,716,771		$	448,685,669		$	11,257,238

	Class I
	Year Ended December 31, 2007			Year Ended December 31, 2006
Money Market (Number of Shares)
Shares sold		38,082,834			32,751,915
Dividends reinvested		4,428,411			2,488,618
Shares redeemed		(17,045,429	)		(15,506,729	)
Net increase in shares outstanding		25,465,816			19,733,804
Money Market ($)
Shares sold	$	503,402,892		$	428,969,203
Dividends reinvested		57,130,928			31,895,864
Shares redeemed		(226,091,022	)		(203,348,846	)
Net increase	$	334,442,798		$	257,516,221

⁽¹⁾Commencement of operations

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

NOTE 10 — CAPITAL SHARES (continued)

	Class I						Class S
	Year Ended December 31, 2007			Year Ended December 31, 2006			Year Ended December 31, 2007			Year Ended December 31, 2006
Global Science and Technology (Number of Shares)
Shares sold		3,234,547			2,971,865			115,132			127,341
Shares redeemed		(3,091,773	)		(4,955,941	)		(25,466	)		(25,008	)
Net increase (decrease) in shares outstanding		142,774			(1,984,076	)		89,666			102,333
Global Science and Technology ($)
Shares sold	$	17,170,211		$	13,210,390		$	614,569		$	570,468
Shares redeemed		(15,261,016	)		(21,885,263	)		(132,451	)		(107,972	)
Net increase (decrease)	$	1,909,195		$	(8,674,873	)	$	482,118		$	462,496

NOTE 11 — ILLIQUID SECURITIES

Pursuant to guidelines adopted by the Portfolios' Board, the following securities have been deemed to be illiquid. Each Portfolio currently limits investment in illiquid securities to 15% (10% for Money Market) of the Portfolio's net assets, at market value, at time of purchase.

	Security	Principal Amount/ Shares		Initial Acquisition Date	Cost		Value		Percent of Net Assets
Balanced	Alabama National Bancorp.		1,000	09/25/07	$	77,660	$	77,810		0.0	%
	Alpine III, 5.428%, due 08/16/14		218,000	08/16/04		218,079		218,702		0.0	%
	Alpine III, 5.828%, due 08/16/14		218,000	08/16/04		218,079		218,795		0.0	%
	Alpine III, 7.628%, due 08/16/14		328,000	08/16/04		330,840		330,476		0.0	%
	Alpine III, 10.878%, due 08/16/14		560,000	08/16/04		560,878		573,446		0.1	%
					$	1,405,536	$	1,419,229		0.1	%
Intermediate Bond	Alpine III, 5.428%, due 08/16/14		1,006,000	08/16/04	$	1,006,347	$	1,009,241		0.0	%
	Alpine III, 5.828%, due 08/16/14		1,006,000	08/16/04		1,006,347		1,009,667		0.0	%
	Alpine III, 7.628%, due 08/16/14		1,507,000	08/16/04		1,521,972		1,518,378		0.0	%
	Alpine III, 10.878%, due 08/16/14		2,576,000	08/16/04		2,604,854		2,637,850		0.1	%
					$	6,139,520	$	6,175,136		0.1	%
Money Market	Goldman Sachs Group LP, 5.268%, due 04/11/08		22,000,000	04/12/07	$	22,000,000	$	22,000,000		1.3	%
					$	22,000,000	$	22,000,000		1.3	%

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 Portfolio. At December 31, 2007, the Portfolios had securities on loan with the following market values:

	Value of Securities Loaned		Value of Collateral
Balanced	$	189,920,382	$	194,627,493
Growth and Income		326,408,493		336,741,398
Small Company		170,136,305		177,336,837
Value Opportunity		37,164,280		38,345,940
Intermediate Bond		857,043,519		872,460,480
Money Market		981,245		1,010,974
Global Science and Technology		20,640,654		21,410,626

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

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 and Global Science and Technology). 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.

The following permanent tax differences have been reclassified as of December 31, 2007:

	Paid-in Capital			Undistributed Net Investment Income			Accumulated Net Realized Gains/ (Losses) on Investments
Balanced	$	1,035		$	(790,522	)	$	789,487
Growth and Income		(16,217	)		(40,970	)		57,187
Growth		(1,954,766	)		—			1,954,766
Small Company		—			(801,087	)		801,087
Value Opportunity		—			(46,915	)		46,915
Intermediate Bond		—			(5,991,077	)		5,991,077
Global Science and Technology		(636,673	)		324,760			311,913

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

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

	Year Ended December 31, 2007				Year Ended December 31, 2006
	Ordinary Income		Long-Term Capital Gains		Ordinary Income		Long-Term Capital Gains
Balanced	$	42,494,750	$	33,099,538	$	28,941,155	$	—
Growth and Income		39,670,514		—		36,025,178		—
Growth		364,068		—		113,349		—
Small Company		10,265,009		67,413,409		6,394,186		66,075,261
Value Opportunity		3,115,416		—		2,925,275		—
Intermediate Bond		122,543,008		—		99,297,017		—
Money Market		57,130,928		—		31,895,864		—

NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2007 (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, 2007 were:

	Undistributed Ordinary Income		Undistributed Long-Term Capital Gains		Unrealized Appreciation/ (Depreciation)			Capital Loss Carryforwards			Expiration Dates
Balanced	$	60,972,577	$	50,744,407	$	13,310,749		$	(574,085	)		2008
									(574,085	)		2009
								$	(1,148,170	)*
Growth and Income		—		—		299,273,284			(1,077,057	)		2008
									(1,077,056	)		2009
									(1,745,504,149	)		2010
					��				(63,082,574	)		2011
								$	(1,810,740,836	)*
Growth		790,454		—		5,924,373			(71,685,369	)		2009
									(65,982,870	)		2010
									(1,529,437	)		2011
								$	(139,197,676	)*
Small Company		5,854,495		74,243,480		10,811,300			—			—
Value Opportunity		2,600,516		20,976,051		6,237,449			—			—
Intermediate Bond		80,001,470		—		(60,410,188	)		—			—
Money Market		77,924,640		—		—			(616,847	)		2008
									(3,715,968	)		2009
									(169	)		2011
									(244,520	)		2012
								$	(4,577,504	)
Global Science and Technology		—		—		14,832,352			(11,940,884	)		2009
									(15,534,432	)		2010
									(4,912,495	)		2011
								$	(32,387,811	)

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

The Portfolio's major tax jurisdictions are federal, Arizona and Massachusetts. The earliest tax year that remains subject to examination by these jurisdictions is 2003.

Under U.S. federal income tax law, as specified in the Internal Revenue Code (the "Code") and U.S. Treasury regulations, the Portfolios must meet various technical requirements relating to fund administration, portfolio investments, and "eligible investors" in the Portfolios. Complying with these requirements is a condition for beneficial tax treatment of certain insurance products that offer the Portfolios as investment options. The failure of the Portfolios to meet any of these complex requirements could result in an excise tax, administrative penalties imposed by the Internal Revenue Service, potential liability to insurers whose products include the Portfolios as investment options, and unanticipated costs associated with remedying a failure. It was disclosed in the Portfolio's Annual Report for the year ended December 31, 2006, that an affiliate of a Portfolio's investment adviser may have failed to limit the availability of Intermediat e Bond for investment to "eligible investors" under the Code. Management has determined that it is more likely than not the Portfolio would sustain their tax position relative to this matter.

NOTE 15 — REORGANIZATIONS

On November 10, 2007, Growth and Income, as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of ING Fundamental Research Portfolio, also listed below ("Acquired Portfolio"), in a tax-free reorganization in exchange for shares of the Acquiring Portfolio, pursuant to a plan of reorganization approved by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are

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

NOTE 15 — REORGANIZATIONS (continued)

presented in Note 10 — Capital Share Transactions. Net assets, acquired capital loss carryforwards and unrealized appreciation as of the reorganization date were as follows:

Acquiring Portfolio	Acquired Portfolio	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Capital Loss Carryforwards (000's)		Acquired Portfolio Unrealized Appreciation (000's)		Conversion Ratio
Growth and	ING Fundamental
Income	Research
	Portfolio
Class ADV	Class ADV	$	2,802	$	1	$	99	$	701		0.37
Class I	Class I		50,910		2,805,342		1,793		1,280		0.37
Class S	Class S		20,969		6,214		738		1,334		0.37
		$	74,681	$	2,811,557	$	2,630	$	3,315

The net assets of Growth and Income after the acquisition were approximately $2,886,238,230.

On January 3, 2007, 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 of reorganization approved by the Acquired Portfolio's shareholders. The number and value of shares issued by the Acquiring Portfolio are presented in Note 10 — Capital Share Transactions. Net assets, acquired capital loss carryforwards and unrealized appreciation as of the reorganization date were as follows:

Acquiring Portfolio	Acquired Portfolio	Total Net Assets of Acquired Portfolio (000's)		Total Net Assets of Acquiring Portfolio (000's)		Acquired Capital Loss Carryforwards (000's)		Acquired Portfolio Unrealized Appreciation (000's)		Conversion Ratio
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 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 of 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, acquired capital loss carryforwards 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 Carryforwards (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.

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

NOTE 16 — SUBSEQUENT EVENTS

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

Per Share
Amount

Payable Date

Record Date

Money Market

Class I

0.5797

February 4, 2008

January 30, 2008

NOTE 17 — OTHER ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board ("FASB") issued FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes." This standard defines the threshold for recognizing the benefits of tax-return positions in the financial statements as "more-likely-than-not" to be sustained upon challenge by the taxing authority and requires measurement of a tax position meeting the more-likely-than-not criterion, based on the largest benefit that is more than 50 percent likely to be realized. FIN 48 was effective for fiscal years beginning after December 15, 2006, with early application permitted if no interim financial statements have been issued. However, acknowledging the unique issues that FIN 48 presents for investment companies that calculate NAVs, the SEC indicated that they would not object if a fund implemented FIN 48 in its NAV calculation as late as its last NAV calculation in the first required financial s tatement reporting period for its fiscal year beginning after December 15, 2006. At adoption, companies must adjust their financial statements to reflect only those tax positions that are more likely-than-not to be sustained as of the adoption date. Management of the Portfolios has analyzed the tax positions of the Portfolios. Upon adoption of FIN 48, we identified no uncertain tax positions that have not met the more likely-than-not standard.

On September 15, 2006, the FASB issued Statement of Financial Accounting Standards No. 157 ("SFAS No. 157"), "Fair Value Measurements." The new accounting statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. SFAS No. 157 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). SFAS No. 157 also stipulates that, as a market-based measurement, fair value should be determined based on the assumptions that market participants would use in pricing the asset or liability, and establishes a fair value hierarchy that distinguishes between (a) market participant assumptions developed based on market data obt ained from sources independent of the reporting entity (observable inputs) and (b) the reporting entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. As of December 31, 2007, management of the Portfolios is currently assessing the impact in addition to expanded financial statement disclosures, if any, that will result from adopting SFAS No. 157.

NOTE 18 — INFORMATION REGARDING TRADIING OF ING'S U.S. MUTUAL FUNDS

The adviser and its affiliates ("ING") received informal and formal requests for information or subpoenas from the SEC, NASD, Attorney General for the State of New York ("NYAG") as well as certain other governmental agencies in connection with "late trading" activity and/or "market timing" activity in the Portfolios. ING agreed with the Portfolios to indemnify and hold harmless the Portfolios 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 U.S. Securities and Exchange Commission. In November, 2007, ING settled its indemnification commitments by making payments to the affected Portfolios. In connection with the settlement, ING paid $1,480 to Intermediate Bond.

NOTE 19 — LITIGATION

On December 12, 2003, Aeltus Investment Management, Inc. received a copy of a complaint (the "Complaint") filed in the United States Bankruptcy Court for the Southern District of New York in the matter of Enron Corp. v. Mass Mutual Life Insurance Co., et al. Among other defendants named in the Complaint are defendants ING VP Balanced Portfolio, and ING VP Bond Portfolio (the "Subject Portfolios"). As of August 6, 2004 the ING VP Bond Portfolio changed its name to the ING VP Intermediate Bond Portfolio. 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

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

NOTE 19 — LITIGATION (continued)

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 the Complaint does not specify the amount of each transfer in dispute, it appears that the sale of 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 amount 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 moved for leave to pursue an immediate appeal (the "Appeal") of the Bankruptcy Court's decision to the District Court.

The Subject Portfolios motion for leave to appeal the denial of defendants' motion to dismiss that has been pending for over 18 months. On January 25, 2008, the United States District Court of Southern New York denied the motion for leave to appeal the bankruptcy court's denial of our motion to dismiss. The court found there were questions of fact that still needed to be resolved. Expert depositions are expected to be taken through the second quarter of 2008. A motion for summary judgment is being prepared for trial. Settlements are being monitored as they are announced.

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 58.5%
			Advertising: 0.6%
	1,402	@	Getty Images, Inc.	$	40,658
	1,800	@,L	inVentiv Health, Inc.		55,728
	125,000		Omnicom Group		5,941,250
					6,037,636
			Aerospace/Defense: 2.8%
	4,230	@,L	BE Aerospace, Inc.		223,767
	4,400		Curtiss-Wright Corp.		220,880
	2,500	L	DRS Technologies, Inc.		135,675
	1,300	@,L	Esterline Technologies Corp.		67,275
	46,500		General Dynamics Corp.		4,138,035
	46,500	L	L-3 Communications Holdings, Inc.		4,926,210
	45,900	L	Lockheed Martin Corp.		4,831,434
	1,500	@,L	Moog, Inc.		68,715
	108,000		Northrop Grumman Corp.		8,493,120
	2,500	@,L	Teledyne Technologies, Inc.		133,325
	500	L	Triumph Group, Inc.		41,175
	86,910		United Technologies Corp.		6,652,091
					29,931,702
			Agriculture: 0.8%
	6,600	@	Alliance One International, Inc.		26,862
	76,405		Altria Group, Inc.		5,774,690
	1,000		Andersons, Inc.		44,800
	3,100	L	Universal Corp.		158,782
	39,400	L	UST, Inc.		2,159,120
					8,164,254
			Airlines: 0.0%
	2,600	@,L	Frontier Airlines Holdings, Inc.		13,676
	5,295		Skywest, Inc.		142,171
					155,847
			Apparel: 1.0%
	5,000	@,L	CROCS, Inc.		184,050
	861	@,L	Deckers Outdoor Corp.		133,507
	6,800	@,L	Iconix Brand Group, Inc.		133,688
	1,400	L	Kellwood Co.		23,296
	900	@,L	Maidenform Brands, Inc.		12,177
	141,800		Nike, Inc.		9,109,232
	2,800	@,L	Skechers USA, Inc.		54,628
	1,600	@,L	Volcom, Inc.		35,248
	6,600	@,L	Warnaco Group, Inc.		229,680
	5,600		Wolverine World Wide, Inc.		137,312
					10,052,818
			Auto Manufacturers: 0.1%
	11,000	L	Oshkosh Truck Corp.		519,860
	1,400		Wabash National Corp.		10,766
					530,626
			Auto Parts & Equipment: 0.1%
	6,800		BorgWarner, Inc.		329,188
	6,800	@,L	Lear Corp.		188,088
	1,400		Superior Industries International		25,438
					542,714

Shares				Value
			Banks: 1.9%
	1,000	I,L	Alabama National Bancorp.	$	77,810
	10,300	L	Associated Banc-Corp.		279,027
	1,913		Bank Mutual Corp.		20,220
	58,235		Bank of America Corp.		2,402,776
	51,300		BB&T Corp.		1,573,371
	7,700	L	Boston Private Financial Holdings, Inc.		208,516
	2,300	L	Cascade Bancorp.		32,016
	10,000	L	Cathay General Bancorp.		264,900
	2,900	L	Central Pacific Financial Corp.		53,534
	30,700	L	Colonial BancGroup, Inc.		415,678
	8,100		Commerce Bancorp., Inc.		308,934
	1,500		Community Bank System, Inc.		29,805
	3,700	L	Corus Bankshares, Inc.		39,479
	6,292	L	East-West Bancorp., Inc.		152,455
	3,800	@@,L	First Bancorp.		27,702
	800		First Indiana Corp.		25,600
	10,700	L	FirstMerit Corp.		214,107
	3,600	L	Fremont General Corp.		12,600
	10,100	L	Frontier Financial Corp.		187,557
	700	L	Glacier Bancorp., Inc.		13,118
	5,300	L	Hanmi Financial Corp.		45,686
	1,500		Independent Bank Corp.		14,250
	98,200	L	Marshall & Ilsley Corp.		2,600,336
	2,700		Nara Bancorp., Inc.		31,509
	2,300	L	Provident Bankshares Corp.		49,197
	107,300	L	Regions Financial Corp.		2,537,645
	1,800	@,L	Signature Bank		60,750
	10,300	L	South Financial Group, Inc.		160,989
	1,500	L	Sterling Bancshares, Inc.		16,740
	2,900	L	Susquehanna Bancshares, Inc.		53,476
	15,000	@	Synovus Financial Corp.		152,775
	1,200		TCF Financial Corp.		21,516
	9,100		UCBH Holdings, Inc.		128,856
	2,030		UMB Financial Corp.		77,871
	1,500	L	Umpqua Holdings Corp.		23,010
	1,100	L	United Bankshares, Inc.		30,822
	900	L	United Community Banks, Inc.		14,220
	18,250	L	Wachovia Corp.		694,048
	5,500	L	Webster Financial Corp.		175,835
	222,400	L	Wells Fargo & Co.		6,714,256
	600	L	Whitney Holding Corp.		15,690
	2,500		Wilshire Bancorp., Inc.		19,625
	800	L	Wintrust Financial Corp.		26,504
					20,004,811
			Beverages: 2.0%
	132,500		Anheuser-Busch Cos., Inc.		6,935,050
	71,500	@	Constellation Brands, Inc.		1,690,260
	1,800	@,L	Hansen Natural Corp.		79,722
	50,200		Pepsi Bottling Group, Inc.		1,980,892
	13,500		PepsiAmericas, Inc.		449,820
	135,600		PepsiCo, Inc.		10,292,040
					21,427,784
			Biotechnology: 0.3%
	1,500	@,L	Affymetrix, Inc.		34,710
	2,400	@,L	Arqule, Inc.		13,920

See Accompanying Notes to Financial Statements
62

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Biotechnology (continued)
	900	@,L	Charles River Laboratories International, Inc.	$	59,220
	4,500	@,L	CryoLife, Inc.		35,775
	2,800	@,L	Enzo Biochem, Inc.		35,672
	3,400	@,L	Invitrogen Corp.		317,594
	1,630	@,L	Lifecell Corp.		70,269
	2,700	@,L	Martek Biosciences Corp.		79,866
	18,700	@,L	Millennium Pharmaceuticals, Inc.		280,126
	19,900	@	Millipore Corp.		1,456,282
	7,300	@,L	PDL BioPharma, Inc.		127,896
	2,600	@,L	Regeneron Pharmaceuticals, Inc.		62,790
	4,600	@,L	Vertex Pharmaceuticals, Inc.		106,858
					2,680,978
			Building Materials: 0.0%
	4,700	L	Apogee Enterprises, Inc.		80,417
	1,700	@,L	Drew Industries, Inc.		46,580
	1,000		Gibraltar Industries, Inc.		15,420
	5,200		Lennox International, Inc.		215,384
	1,300	@,L	NCI Building Systems, Inc.		37,427
	800	L	Texas Industries, Inc.		56,080
	600	L	Universal Forest Products, Inc.		17,676
					468,984
			Chemicals: 1.2%
	3,300		Air Products & Chemicals, Inc.		325,479
	4,900		Airgas, Inc.		255,339
	700	L	Albemarle Corp.		28,875
	9,500	L	Cabot Corp.		316,730
	2,200	L	CF Industries Holdings, Inc.		242,132
	700	L	Cytec Industries, Inc.		43,106
	27,700		Ecolab, Inc.		1,418,517
	3,200	L	HB Fuller Co.		71,840
	4,700		Lubrizol Corp.		254,552
	3,150	L	Minerals Technologies, Inc.		210,893
	49,400		Monsanto Co.		5,517,486
	13,400	L	Olin Corp.		259,022
	2,200	@,L	OM Group, Inc.		126,588
	500	L	Penford Corp.		12,795
	3,221	@	PolyOne Corp.		21,194
	3,700		Praxair, Inc.		328,227
	1,025		Quaker Chemical Corp.		22,519
	3,100	L	Schulman A, Inc.		66,805
	648		Sensient Technologies Corp.		18,461
	50,000	L	Sigma-Aldrich Corp.		2,730,000
	4,800	@,L	Terra Industries, Inc.		229,248
	3,100	L	Tronox, Inc.		26,815
	911		Valspar Corp.		20,662
	1,600	@,L	Zep, Inc.		22,192
					12,569,477
			Coal: 0.0%
	2,200	L	Arch Coal, Inc.		98,846
	6,500	L	Massey Energy Co.		232,375
	1,500	@,L	Patriot Coal Corp.		62,610
					393,831

Shares				Value
			Commercial Services: 1.1%
	1,700	L	Aaron Rents, Inc.	$	32,708
	1,000		ABM Industries, Inc.		20,390
	1,300	L	Administaff, Inc.		36,764
	3,700	@,L	Alliance Data Systems Corp.		277,463
	1,041	@	AMN Healthcare Services, Inc.		17,874
	4,900	@	Apollo Group, Inc.-Class A		343,735
	2,300	L	Arbitron, Inc.		95,611
	1,100	@,L	Bankrate, Inc.		52,899
	2,000	L	Bowne & Co., Inc.		35,200
	1,600	@	Bright Horizons Family Solutions, Inc.		55,264
	3,400	@,L	Career Education Corp.		85,476
	1,400		CDI Corp.		33,964
	2,100	L	Chemed Corp.		117,348
	3,900	@,W,L	ChoicePoint, Inc.		142,038
	300	@,L	Consolidated Graphics, Inc.		14,346
	1,700	@,L	Corinthian Colleges, Inc.		26,180
	600	L	CPI Corp.		14,130
	1,100	L	Deluxe Corp.		36,179
	3,700	L	DeVry, Inc.		192,252
	4,300	@,L	Gartner, Inc.		75,508
	2,250	L	Healthcare Services Group		47,655
	700	L	Heidrick & Struggles International, Inc.		25,977
	2,000	@,L	ITT Educational Services, Inc.		170,540
	500	@,L	Kendle International, Inc.		24,460
	3,500	@,L	Live Nation, Inc.		50,820
	5,700		Manpower, Inc.		324,330
	3,000	L	MAXIMUS, Inc.		115,830
	26,100		McKesson Corp.		1,709,811
	1,500	@,L	Midas, Inc.		21,990
	6,500	@,L	MPS Group, Inc.		71,110
	1,400	@,L	Parexel International Corp.		67,620
	600	@,L	Pharmanet Development Group		23,526
	1,100	@,L	Pre-Paid Legal Services, Inc.		60,885
	8,700	L	Robert Half International, Inc.		235,248
	3,300	L	Rollins, Inc.		63,360
	81,800		RR Donnelley & Sons Co.		3,087,132
	2,610		Service Corp. International		36,825
	7,009	L	Sotheby's		267,043
	7,900	@,L	Spherion Corp.		57,512
	600		Strayer Education, Inc.		102,348
	3,300	@,L	TrueBlue, Inc.		47,784
	3,200	@	United Rentals, Inc.		58,752
	6,100	@,L	Valassis Communications, Inc.		71,309
	1,550	@	Volt Information Sciences, Inc.		28,303
	2,800		Watson Wyatt Worldwide, Inc.		129,948
	117,200		Western Union Co.		2,845,616
	1,960	@	Wright Express Corp.		69,560
					11,520,623
			Computers: 2.6%
	5,100	@	Affiliated Computer Services, Inc.		230,010
	600	@,L	Ansoft Corp.		15,510
	42,200	@	Apple, Inc.		8,358,976
	2,590	@,L	CACI International, Inc.		115,954
	5,900	@	Ciber, Inc.		36,049

See Accompanying Notes to Financial Statements
63

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Computers (continued)
	309,000	@	Dell, Inc.	$	7,573,590
	2,201		Diebold, Inc.		63,785
	5,900	@,L	DST Systems, Inc.		487,045
	76,800	@	EMC Corp.		1,423,104
	2,400		Factset Research Systems, Inc.		133,680
	135,500		Hewlett-Packard Co.		6,840,040
	1,000	@,L	Hutchinson Technology, Inc.		26,320
	6,350		International Business Machines Corp.		686,435
	12,300	L	Jack Henry & Associates, Inc.		299,382
	1,700	@,L	Manhattan Associates, Inc.		44,812
	1,600	@,L	Mercury Computer Systems, Inc.		25,776
	3,237	@,L	Micros Systems, Inc.		227,108
	5,400	@	NCR Corp.		135,540
	2,600	@,L	Radiant Systems, Inc.		44,798
	500	@,L	SI International, Inc.		13,735
	4,134	@,L	SRA International, Inc.		121,746
	1,978	@,L	Stratasys, Inc.		51,112
	2,600	@,L	SYKES Enterprises, Inc.		46,800
	1,400	@,L	Synaptics, Inc.		57,624
	9,700	@	Synopsys, Inc.		251,521
	12,800	@,L	Western Digital Corp.		386,688
					27,697,140
			Cosmetics/Personal Care: 0.5%
	8,900		Alberto-Culver Co.		218,406
	1,800	@,L	Chattem, Inc.		135,972
	17,000		Colgate-Palmolive Co.		1,325,320
	53,792		Procter & Gamble Co.		3,949,409
					5,629,107
			Distribution/Wholesale: 0.1%
	5,000	@,L	Brightpoint, Inc.		76,800
	7,112	L	Fastenal Co.		287,467
	4,000	@	Ingram Micro, Inc.		72,160
	7,252	@,L	LKQ Corp.		152,437
	400	L	Owens & Minor, Inc.		16,972
	1,800	@,L	Scansource, Inc.		58,230
	1,273	@	Tech Data Corp.		48,126
	1,100	@,L	United Stationers, Inc.		50,831
	900	L	Watsco, Inc.		33,084
					796,107
			Diversified Financial Services: 2.0%
	15,100	@,L	AmeriCredit Corp.		193,129
	15,100		Charles Schwab Corp.		385,805
	33,365		Citigroup, Inc.		982,266
	23,600	L	Countrywide Financial Corp.		210,984
	6,700	L	Eaton Vance Corp.		304,247
	32,200		Federated Investors, Inc.		1,325,352
	3,700		Financial Federal Corp.		82,473
	54,350	L	Goldman Sachs Group, Inc.		11,687,968
	3,500	L	IndyMac Bancorp., Inc.		20,825
	3,800	@,L	Investment Technology Group, Inc.		180,842
	5,600	L	Jefferies Group, Inc.		129,080
	30,900		JPMorgan Chase & Co.		1,348,785
	6,500	@,L	LaBranche & Co., Inc.		32,760
	16,400	L	Lehman Brothers Holdings, Inc.		1,073,216
	45,700		Morgan Stanley		2,427,127

Shares				Value
	4,200	L	OptionsXpress Holdings, Inc.	$	142,044
	1,000	@,L	Piper Jaffray Cos.		46,320
	700	@,L	Portfolio Recovery Associates, Inc.		27,769
	15,000		Raymond James Financial, Inc.		489,900
	16,700		SLM Corp.		336,338
	5,650	L	SWS Group, Inc.		71,586
	1,400	@,L	TradeStation Group, Inc.		19,894
	1,300		Waddell & Reed Financial, Inc.		46,917
	400	@,L	World Acceptance, Corp.		10,792
					21,576,419
			Electric: 2.3%
	8,400	L	Alliant Energy Corp.		341,796
	17,500	@	Aquila, Inc.		65,275
	600	L	Central Vermont Public Service Corp.		18,504
	8,700	L	Cleco Corp.		241,860
	44,500		Constellation Energy Group, Inc.		4,562,585
	92,800	L	Dominion Resources, Inc.		4,403,360
	2,500	@,L	El Paso Electric Co.		63,925
	7,300		Energy East Corp.		198,633
	60,600		Entergy Corp.		7,242,912
	1,500		MDU Resources Group, Inc.		41,415
	20,600		Northeast Utilities		644,986
	3,300	L	NSTAR		119,526
	2,800		OGE Energy Corp.		101,612
	57,200		Public Service Enterprise Group, Inc.		5,619,328
	5,300		Puget Energy, Inc.		145,379
	2,531	W,L	SCANA Corp.		106,682
	11,000		Sierra Pacific Resources		186,780
	500		Wisconsin Energy Corp.		24,355
					24,128,913
			Electrical Components & Equipment: 0.1%
	2,100	@,L	Advanced Energy Industries, Inc.		27,468
	5,100	W	Ametek, Inc.		238,884
	3,159		Belden Cdt, Inc.		140,576
	3,200	@,L	C&D Technologies, Inc.		21,152
	300	@,L	Energizer Holdings, Inc.		33,639
	2,700	@,L	Greatbatch, Inc.		53,973
	4,700		Hubbell, Inc.		242,520
	1,600	@	Littelfuse, Inc.		52,736
					810,948
			Electronics: 1.3%
	8,300	L	Amphenol Corp.		384,871
	900	L	Analogic Corp.		60,948
	67,700	L	Applera Corp.-Applied Biosystems Group		2,296,384
	4,700	@,L	Arrow Electronics, Inc.		184,616
	11,300	@	Avnet, Inc.		395,161
	4,400	@,L	Benchmark Electronics, Inc.		78,012
	3,400		Brady Corp.		119,306
	2,800	@,L	Checkpoint Systems, Inc.		72,744
	2,700	L	Cubic Corp.		105,840
	1,700	@,L	Cymer, Inc.		66,181
	1,387	@,L	Dionex Corp.		114,927

See Accompanying Notes to Financial Statements
64

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Electronics (continued)
	3,500	@,L	Electro Scientific Industries, Inc.	$	69,475
	2,500	@,L	Faro Technologies, Inc.		67,950
	2,000	@,L	FEI Co.		49,660
	7,600	@,L	Flir Systems, Inc.		237,880
	10,200		Gentex Corp.		181,254
	1,100	@,L	Itron, Inc.		105,567
	1,300		Keithley Instruments, Inc.		12,584
	2,000	@,L	LoJack Corp.		33,620
	4,600		Methode Electronics, Inc.		75,624
	7,900	L	National Instruments Corp.		263,307
	1,600		Park Electrochemical Corp.		45,184
	2,300	@,L	Planar Systems, Inc.		14,720
	2,100	@	Plexus Corp.		55,146
	600	@,L	Rogers Corp.		26,022
	4,000		Technitrol, Inc.		114,320
	81,800	@	Thermo Electron Corp.		4,718,224
	6,500	@,L	Thomas & Betts Corp.		318,760
	6,580	@,L	Trimble Navigation Ltd.		198,979
	3,100	@,L	TTM Technologies, Inc.		36,146
	2,800	@,L	Varian, Inc.		182,840
	7,300	@,L	Vishay Intertechnology, Inc.		83,293
	38,000	@	Waters Corp.		3,004,660
	1,600		Woodward Governor Co.		108,720
					13,882,925
			Energy-Alternate Sources: 0.0%
	7,600	@,L	Headwaters, Inc.		89,224
					89,224
			Engineering & Construction: 0.1%
	4,100	@	Dycom Industries, Inc.		109,265
	8,500	@	EMCOR Group, Inc.		200,855
	5,100		Granite Construction, Inc.		184,518
	8,721	@	KBR, Inc.		338,375
	4,900	@	Shaw Group, Inc.		296,156
	2,587	@	URS Corp.		140,552
					1,269,721
			Entertainment: 0.0%
	7,900	@,L	Macrovision Corp.		144,807
	1,000	@,L	Pinnacle Entertainment, Inc.		23,560
	1,100	@,L	Scientific Games Corp.		36,575
	2,700	@,L	Shuffle Master, Inc.		32,373
					237,315
			Environmental Control: 0.0%
	1,200	@,L	Tetra Tech, Inc.		25,800
	5,150	@,L	Waste Connections, Inc.		159,135
					184,935
			Food: 0.5%
	3,400		Corn Products International, Inc.		124,950
	5,300		Flowers Foods, Inc.		124,073
	81,417		General Mills, Inc.		4,640,769
	800	@,L	Great Atlantic & Pacific Tea Co.		25,064
	2,300	@,L	Hain Celestial Group, Inc.		73,600
	1,479		Hormel Foods Corp.		59,870
	839		JM Smucker Co.		43,234
	1,000	L	Nash Finch Co.		35,280

Shares				Value
	600	@	Performance Food Group Co.	$	16,122
	900	@	Ralcorp Holdings, Inc.		54,711
	8,200		Ruddick Corp.		284,294
	500	L	Sanderson Farms, Inc.		16,890
	4,600	@,L	Smithfield Foods, Inc.		133,032
	1,100	L	Spartan Stores, Inc.		25,135
	2,600	@,L	TreeHouse Foods, Inc.		59,774
	800	@,L	United Natural Foods, Inc.		25,376
					5,742,174
			Forest Products & Paper: 0.0%
	8,100	@,L	Buckeye Technologies, Inc.		101,250
	1,400	L	Neenah Paper, Inc.		40,810
	5,300	L	Rock-Tenn Co.		134,673
	800	L	Schweitzer-Mauduit International, Inc.		20,728
	2,900	L	Wausau Paper Corp.		26,071
					323,532
			Gas: 0.2%
	1,700		Atmos Energy Corp.		47,668
	8,930		Energen Corp.		573,574
	817		Laclede Group, Inc.		27,974
	1,979	L	New Jersey Resources Corp.		98,990
	4,500	L	Northwest Natural Gas Co.		218,970
	4,322	L	Piedmont Natural Gas Co.		113,064
	1,300	L	South Jersey Industries, Inc.		46,917
	4,900		Southern Union Co.		143,864
	1,529		Southwest Gas Corp.		45,346
	7,830		UGI Corp.		213,368
	10,450	L	Vectren Corp.		303,155
	11,200		WGL Holdings, Inc.		366,912
					2,199,802
			Hand/Machine Tools: 0.3%
	5,500		Baldor Electric Co.		185,130
	19,500		Black & Decker Corp.		1,358,175
	1,928		Kennametal, Inc.		72,994
	900		Lincoln Electric Holdings, Inc.		64,062
	1,454		Regal-Beloit Corp.		65,357
	23,100		Snap-On, Inc.		1,114,344
					2,860,062
			Healthcare-Products: 0.6%
	2,900	@,L	American Medical Systems Holdings, Inc.		41,934
	1,400	@,L	Arthrocare Corp.		67,270
	1,700	L	Cooper Cos., Inc.		64,600
	2,200	@,L	Cyberonics		28,952
	17,544		Densply International, Inc.		789,831
	4,500	@,L	Edwards Lifesciences Corp.		206,955
	3,500	@,L	Gen-Probe, Inc.		220,255
	1,700	@,L	Haemonetics Corp.		107,134
	5,636	@,L	Henry Schein, Inc.		346,050
	3,052	@,L	Hologic, Inc.		209,489
	1,200	@,L	ICU Medical, Inc.		43,212
	2,672	@	Idexx Laboratories, Inc.		156,659
	3,400	@,L	Immucor, Inc.		115,566
	1,800	@,L	Intuitive Surgical, Inc.		584,100
	1,000		Invacare Corp.		25,200
	39,300		Johnson & Johnson		2,621,310

See Accompanying Notes to Financial Statements
65

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Healthcare-Products (continued)
	3,190	@,L	Kinetic Concepts, Inc.	$	170,856
	2,400	L	LCA-Vision, Inc.		47,928
	900	L	Mentor Corp.		35,190
	1,700	L	Meridian Bioscience, Inc.		51,136
	1,850	@	Merit Medical Systems, Inc.		25,715
	2,200	@	Osteotech, Inc.		17,204
	900	@,L	Palomar Medical Technologies, Inc.		13,788
	4,700	@,L	PSS World Medical, Inc.		91,979
	3,457	@	Respironics, Inc.		226,364
	858		Steris Corp.		25,021
	300	@,L	SurModics, Inc.		16,281
	1,100	@,L	Symmetry Medical, Inc.		19,173
	2,000	@	Techne Corp.		132,100
	1,500	@,L	Ventana Medical Systems		130,845
					6,632,097
			Healthcare-Services: 2.0%
	82,800		Aetna, Inc.		4,780,044
	1,100	@,L	Amedisys, Inc.		53,372
	4,000	@,L	AMERIGROUP Corp.		145,800
	2,900	@,L	Amsurg Corp.		78,474
	5,400	@,L	Apria Healthcare Group, Inc.		116,478
	3,200	@,L	Centene Corp.		87,808
	3,200	@,W	Covance, Inc.		277,184
	54,450	@	Coventry Health Care, Inc.		3,226,163
	1,600	@,L	Gentiva Health Services, Inc.		30,464
	7,900	@	Health Net, Inc.		381,570
	2,200	@,L	Healthways, Inc.		128,568
	62,200	@	Humana, Inc.		4,684,282
	2,700	@	LifePoint Hospitals, Inc.		80,298
	4,200	@,L	Lincare Holdings, Inc.		147,672
	1,000	@,L	Matria Healthcare, Inc.		23,770
	1,500	@,L	Medcath Corp.		36,840
	1,800	@,L	Molina Healthcare, Inc.		69,660
	3,000	@,L	Pediatrix Medical Group, Inc.		204,450
	800	@,L	RehabCare Group, Inc.		18,048
	3,200	@	Sierra Health Services, Inc.		134,272
	2,000	@,L	Sunrise Senior Living, Inc.		61,360
	73,800		UnitedHealth Group, Inc.		4,295,160
	900	@,L	WellCare Health Plans, Inc.		38,169
	23,140	@	WellPoint, Inc.		2,030,072
					21,129,978
			Home Builders: 0.1%
	9,000	@,L	Champion Enterprises, Inc.		84,780
	4,500	@,L	Hovnanian Enterprises, Inc.		32,265
	3,500		M/I Homes, Inc.		36,750
	5,200	L	MDC Holdings, Inc.		193,076
	300	@,L	NVR, Inc.		157,200
	1,000	L	Skyline Corp.		29,350
	7,877	L	Thor Industries, Inc.		299,405
	2,700	@,L	Toll Brothers, Inc.		54,162
	1,500	L	Winnebago Industries		31,530
					918,518
			Home Furnishings: 0.0%
	2,500	L	Ethan Allen Interiors, Inc.		71,250
	900	@,L	Universal Electronics, Inc.		30,096
					101,346

Shares				Value
			Household Products/Wares: 0.2%
	12,700		American Greetings Corp.	$	257,810
	2,500	L	Blyth, Inc.		54,850
	3,200	@,L	Central Garden and Pet Co.		17,152
	4,000	@,L	Fossil, Inc.		167,920
	17,200		Kimberly-Clark Corp.		1,192,648
	5,500	@,L	Spectrum Brands, Inc.		29,315
	4,620	L	Tupperware Corp.		152,599
	400		WD-40 Co.		15,188
					1,887,482
			Housewares: 0.0%
	2,400	L	Toro Co.		130,656
					130,656
			Insurance: 5.2%
	121,200	@@	ACE Ltd.		7,487,736
	66,800		Allstate Corp.		3,488,964
	12,075	L	American Financial Group, Inc.		348,726
	176,200		American International Group, Inc.		10,272,460
	10,800	L	Brown & Brown, Inc.		253,800
	147,300		Chubb Corp.		8,039,634
	2,100	L	Commerce Group, Inc.		75,558
	4,000		Delphi Financial Group		141,120
	7,300	@@	Everest Re Group Ltd.		732,920
	1,800		First American Corp.		61,416
	4,300	L	Hanover Insurance Group, Inc.		196,940
	31,727		Hartford Financial Services Group, Inc.		2,766,277
	13,100		HCC Insurance Holdings, Inc.		375,708
	300	L	Hilb Rogal & Hobbs Co.		12,171
	400		Infinity Property & Casualty Corp.		14,452
	1,370	L	Landamerica Financial Group, Inc.		45,827
	900	L	Mercury General Corp.		44,829
	69,150		Metlife, Inc.		4,261,023
	740	@	Navigators Group, Inc.		48,100
	5,190	@	Philadelphia Consolidated Holding Co.		204,227
	2,300	L	Presidential Life Corp.		40,273
	4,400	@,L	ProAssurance Corp.		241,648
	2,100		Protective Life Corp.		86,142
	45,436		Prudential Financial, Inc.		4,227,365
	3,500	L	Radian Group, Inc.		40,880
	3,500		RLI Corp.		198,765
	2,200	L	Safety Insurance Group, Inc.		80,564
	6,060	L	Selective Insurance Group		139,319
	3,300		Stancorp Financial Group, Inc.		166,254
	900	L	Tower Group, Inc.		30,060
	175,400		Travelers Cos., Inc.		9,436,520
	3,700	L	United Fire & Casualty Co.		107,633
	4,500	L	Unitrin, Inc.		215,955
	12,750		WR Berkley Corp.		380,078
	2,800	L	Zenith National Insurance Corp.		125,244
					54,388,588

See Accompanying Notes to Financial Statements
66

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Internet: 0.9%
	23,800	@,L	Amazon.com, Inc.	$	2,204,832
	2,300	@,L	Blue Coat Systems, Inc.		75,601
	1,700	@,L	Blue Nile, Inc.		115,702
	5,131	@,L	Cybersource Corp.		91,178
	1,660	@,L	DealerTrack Holdings, Inc.		55,560
	8,700	@,L	Expedia, Inc.		275,094
	5,900	@	Google, Inc.-Class A		4,079,732
	2,200	@	Infospace, Inc.		41,360
	4,000	@,L	j2 Global Communications, Inc.		84,680
	1,490	@,L	Knot, Inc.		23,751
	8,675	@	McAfee, Inc.		325,313
	5,200	@	Napster, Inc.		10,244
	2,700	@,L	NetFlix, Inc.		71,874
	2,100	@	PC-Tel, Inc.		14,406
	4,190	@,L	Perficient, Inc.		65,951
	3,900	@,L	Secure Computing Corp.		37,440
	1,300	@,L	Stamps.com, Inc.		15,834
	74,700	@,L	Symantec Corp.		1,205,658
	4,400	L	United Online, Inc.		52,008
	1,400	@	Valueclick, Inc.		30,660
	3,600	@,L	Websense, Inc.		61,128
					8,938,006
			Iron/Steel: 0.2%
	1,880	L	Cleveland-Cliffs, Inc.		189,504
	1,300	@	Material Sciences Corp.		9,659
	3,900		Reliance Steel & Aluminum Co.		211,380
	2,800		Steel Dynamics, Inc.		166,796
	12,300	L	United States Steel Corp.		1,487,193
					2,064,532
			Leisure Time: 0.1%
	11,500	L	Callaway Golf Co.		200,445
	2,700	@,L	Life Time Fitness, Inc.		134,136
	3,750	L	Polaris Industries, Inc.		179,138
	2,600	@,L	WMS Industries, Inc.		95,264
					608,983
			Lodging: 0.1%
	8,200	L	Harrah's Entertainment, Inc.		727,750
	600	@,L	Monarch Casino & Resort, Inc.		14,448
					742,198
			Machinery-Construction & Mining: 0.2%
	1,100	@,L	Astec Industries, Inc.		40,909
	18,400		Caterpillar, Inc.		1,335,104
	7,400		Joy Global, Inc.		487,068
					1,863,081
			Machinery-Diversified: 0.7%
	6,580	@,L	AGCO Corp.		447,308
	3,400	L	Applied Industrial Technologies, Inc.		98,668
	1,700	L	Briggs & Stratton Corp.		38,522
	800		Cascade Corp.		37,168
	2,800	L	Cognex Corp.		56,420
	39,000		Cummins, Inc.		4,967,430
	4,800		Deere & Co.		446,976
	1,600		Flowserve Corp.		153,920
	4,000	@,L	Gardner Denver, Inc.		132,000

Shares				Value
	800		Graco, Inc.	$	29,808
	4,400		IDEX Corp.		158,972
	1,000	@,L	Intevac, Inc.		14,540
	700	L	Lindsay Manufacturing Co.		49,483
	2,300	L	Nordson Corp.		133,308
	1,000		Robbins & Myers, Inc.		75,630
	2,200	L	Wabtec Corp.		75,768
	3,600	@,L	Zebra Technologies Corp.		124,920
					7,040,841
			Media: 1.1%
	24,000		Clear Channel Communications, Inc.		828,480
	4,500		John Wiley & Sons, Inc.		192,780
	3,900	@,L	Scholastic Corp.		136,071
	65,400	@	Viacom-Class B		2,872,368
	238,400		Walt Disney Co.		7,695,552
					11,725,251
			Metal Fabricate/Hardware: 0.1%
	1,500	L	AM Castle & Co.		40,785
	1,100	L	Kaydon Corp.		59,994
	400		Lawson Products		15,168
	4,000		Mueller Industries, Inc.		115,960
	2,436		Quanex Corp.		126,428
	900		Valmont Industries, Inc.		80,208
	6,700	L	Worthington Industries		119,796
					558,339
			Mining: 0.8%
	1,600	L	Amcol International Corp.		57,648
	1,300	@,L	Brush Engineered Materials, Inc.		48,126
	1,000	@,L	Century Aluminum Co.		53,940
	84,500		Freeport-McMoRan Copper & Gold, Inc.		8,656,180
	600	@,L	RTI International Metals, Inc.		41,358
					8,857,252
			Miscellaneous Manufacturing: 3.1%
	3,200	L	Acuity Brands, Inc.		144,000
	1,300	L	AO Smith Corp.		45,565
	4,144		Aptargroup, Inc.		169,531
	2,200	L	Barnes Group, Inc.		73,458
	3,400		Carlisle Cos., Inc.		125,902
	1,900	@,L	Ceradyne, Inc.		89,167
	2,900		Clarcor, Inc.		110,113
	7,100		Crane Co.		304,590
	81,200		Danaher Corp.		7,124,488
	76,600		Dover Corp.		3,530,494
	44,700		Eaton Corp.		4,333,665
	1,700	@,L	EnPro Industries, Inc.		52,105
	275,515		General Electric Co.		10,213,341
	1,000		Harsco Corp.		64,070
	10,600		Honeywell International, Inc.		652,642
	5,300		Illinois Tool Works, Inc.		283,762
	1,800	@	Lydall, Inc.		18,936
	900	L	Matthews International Corp.-Class A		42,183
	1,500		Myers Industries, Inc.		21,705
	48,400	L	Parker Hannifin Corp.		3,645,004
	6,500	L	Pentair, Inc.		226,265

See Accompanying Notes to Financial Statements
67

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Miscellaneous Manufacturing (continued)
	3,800		Roper Industries, Inc.	$	237,652
	1,500		SPX Corp.		154,275
	5,200	@,L	Sturm Ruger & Co., Inc.		43,056
	3,667		Teleflex, Inc.		231,058
	23,700	@@	Tyco International Ltd.		939,705
					32,876,732
			Office Furnishings: 0.0%
	6,002	L	Herman Miller, Inc.		194,405
	6,600	L	HNI, Corp.		231,396
	2,500	L	Interface, Inc.		40,800
					466,601
			Oil & Gas: 7.0%
	3,100	@,L	Atwood Oceanics, Inc.		310,744
	660	@,L	Bill Barrett Corp.		27,634
	3,000	L	Cabot Oil & Gas Corp.		121,110
	174,786		Chevron Corp.		16,312,777
	2,267		Cimarex Energy Co.		96,416
	154,900		ConocoPhillips		13,677,670
	12,000	@	Denbury Resources, Inc.		357,000
	3,800		Devon Energy Corp.		337,858
	5,100	L	ENSCO International, Inc.		304,062
	314,340	S	ExxonMobil Corp.		29,450,515
	3,900	@	Forest Oil Corp.		198,276
	9,800		Frontier Oil Corp.		397,684
	4,400		Helmerich & Payne, Inc.		176,308
	5,100		Hess Corp.		514,386
	67,800		Marathon Oil Corp.		4,126,308
	800	@,L	Newfield Exploration Co.		42,160
	59,500	L	Occidental Petroleum Corp.		4,580,905
	5,900		Patterson-UTI Energy, Inc.		115,168
	300	L	Penn Virginia Corp.		13,089
	500	L	Pioneer Natural Resources Co.		24,420
	5,793	@,L	Plains Exploration & Production Co.		312,822
	7,200	@,L	Pride International, Inc.		244,080
	900	@,L	Quicksilver Resources, Inc.		53,631
	6,300	@	Southwestern Energy Co.		351,036
	4,300	L	St. Mary Land & Exploration Co.		166,023
	3,000	@,L	Stone Energy Corp.		140,730
	1,273	@,L	Swift Energy Co.		56,050
	10,703	@,L	Transocean, Inc.		1,532,134
	1,866	@	Unit Corp.		86,303
					74,127,299
			Oil & Gas Services: 0.4%
	19,000	@,L	Cameron International Corp.		914,470
	1,600	@,L	Dril-Quip, Inc.		89,056
	2,620	@,L	Exterran Holdings, Inc.		214,316
	7,614	@	FMC Technologies, Inc.		431,714
	5,800	@,L	Grant Prideco, Inc.		321,958
	6,500	@,L	Helix Energy Solutions Group, Inc.		269,750
	1,850	@,L	Hornbeck Offshore Services, Inc.		83,158
	4,000	@,L	ION Geophysical Corp.		63,120
	1,400	L	Lufkin Industries, Inc.		80,206
	1,700	@,L	Matrix Service Co.		37,094
	970	@,L	NATCO Group, Inc.		52,526

Shares				Value
	15,100	@	National Oilwell Varco, Inc.	$	1,109,246
	3,459	@	Oceaneering International, Inc.		232,964
	1,300	@,L	SEACOR Holdings, Inc.		120,562
	2,300	@,L	Superior Energy Services		79,166
	700	@,L	Superior Well Services, Inc.		14,854
	1,400	@,L	W-H Energy Services, Inc.		78,694
					4,192,854
			Packaging & Containers: 0.0%
	2,300	L	Chesapeake Corp.		11,937
	2,100		Packaging Corp. of America		59,220
	11,000		Sonoco Products Co.		359,480
					430,637
			Pharmaceuticals: 2.5%
	1,600	@,L	Alpharma, Inc.		32,240
	900	@,L	Bradley Pharmaceuticals, Inc.		17,730
	103,300		Bristol-Myers Squibb Co.		2,739,516
	1,100	@,L	Cephalon, Inc.		78,936
	156,500		Eli Lilly & Co.		8,355,535
	7,800	@,L	Endo Pharmaceuticals Holdings, Inc.		208,026
	31,200	@	Gilead Sciences, Inc.		1,435,512
	1,700	@,L	HealthExtras, Inc.		44,336
	5,300	@	Medco Health Solutions, Inc.		537,420
	5,000		Medicis Pharmaceutical Corp.		129,850
	175,300		Merck & Co., Inc.		10,186,683
	4,100	@	MGI Pharma, Inc.		166,173
	3,900	@,L	NBTY, Inc.		106,860
	11,300	L	Perrigo Co.		395,613
	1,000	@,L	PetMed Express, Inc.		12,100
	62,200		Pfizer, Inc.		1,413,806
	2,730	@,L	Salix Pharmaceuticals Ltd.		21,512
	2,200	@,L	Sciele Pharma, Inc.		44,990
	10,300	@,L	Sepracor, Inc.		270,375
	4,600	@	Theragenics Corp.		16,468
	900	@,L	USANA Health Sciences, Inc.		33,372
	4,700	@,L	VCA Antech, Inc.		207,881
	4,500	@,L	Viropharma, Inc.		35,730
					26,490,664
			Pipelines: 0.1%
	800		Equitable Resources, Inc.		42,624
	7,218		National Fuel Gas Co.		336,936
	9,700		Oneok, Inc.		434,269
					813,829
			Real Estate: 0.0%
	1,690	L	Jones Lang LaSalle, Inc.		120,260
					120,260
			Retail: 3.0%
	31,700	L	Abercrombie & Fitch Co.		2,535,049
	7,950	@,L	Aeropostale, Inc.		210,675
	5,455		American Eagle Outfitters		113,300
	3,100	@	AnnTaylor Stores Corp.		79,236
	12,000	@	Autozone, Inc.		1,438,920
	3,100	L	Barnes & Noble, Inc.		106,795
	17,600		Best Buy Co., Inc.		926,640
	3,600	L	Big 5 Sporting Goods Corp.		51,912

See Accompanying Notes to Financial Statements
68

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares					Value
				Retail (continued)
	40,900		@,L	Big Lots, Inc.	$	653,991
	3,100		@,L	BJ's Wholesale Club, Inc.		104,873
	2,625			Brown Shoe Co., Inc.		39,821
	1,380		@,L	Buffalo Wild Wings, Inc.		32,044
	1,389		@	Cabela's, Inc.		20,932
	1,000		@,L	California Pizza Kitchen, Inc.		15,570
	5,900		L	Casey's General Stores, Inc.		174,699
	1,900		L	Cash America International, Inc.		61,370
	2,400			Cato Corp.		37,584
	700			CBRL Group, Inc.		22,673
	2,200		@,L	CEC Entertainment, Inc.		57,112
	1,600		@,L	Chipotle Mexican Grill, Inc.		235,312
	4,600			Christopher & Banks Corp.		52,670
	142,000		@	Coach, Inc.		4,342,360
	1,928		@	Collective Brands, Inc.		33,528
	2,700		@	Copart, Inc.		114,885
	60,900			Costco Wholesale Corp.		4,248,384
	47,400			CVS Caremark Corp.		1,884,150
	4,000		@,L	Dick's Sporting Goods, Inc.		111,040
	9,100		@	Dollar Tree Stores, Inc.		235,872
	2,700		@,L	Dress Barn, Inc.		33,777
	5,000			Foot Locker, Inc.		68,300
	1,300		@,L	Genesco, Inc.		49,140
	4,750			Guess ?, Inc.		179,978
	2,000		@	Gymboree Corp.		60,920
	7,400		@	Hanesbrands, Inc.		201,058
	1,800		@,L	Hibbett Sporting Goods, Inc.		35,964
	4,000	��	@,L	HOT Topic, Inc.		23,280
	1,200		L	IHOP Corp.		43,896
	4,200		@,L	Jack in the Box, Inc.		108,234
	1,900		@,L	Jo-Ann Stores, Inc.		24,852
	3,000		@,L	JOS A Bank Clothiers, Inc.		85,350
	1,300		L	Longs Drug Stores Corp.		61,100
	98,900			McDonald's Corp.		5,826,199
	5,100			Men's Wearhouse, Inc.		137,598
	500		L	Movado Group, Inc.		12,645
	7,900			MSC Industrial Direct Co.		319,713
	1,100		@,L	O'Reilly Automotive, Inc.		35,673
	2,080		@,L	Panera Bread Co.		74,506
	800		@,L	Papa John's International, Inc.		18,160
	827		@	PF Chang's China Bistro, Inc.		18,889
	4,300			Phillips-Van Heusen		158,498
	17,000		L	Polo Ralph Lauren Corp.		1,050,430
	7,600		@,L	Quiksilver, Inc.		65,208
	36,900		L	RadioShack Corp.		622,134
	1,500		@,L	Red Robin Gourmet Burgers, Inc.		47,985
	5,100		L	Ross Stores, Inc.		130,407
	2,200		@,L	School Specialty, Inc.		76,010
	3,207		@,L	Select Comfort Corp.		22,481
	971			Sonic Automotive, Inc.		18,921
	5,960		@,L	Sonic Corp.		130,524
	1,610			Stage Stores, Inc.		24,126
	3,100		@,L	Texas Roadhouse, Inc.		34,286
	84,100		L	TJX Cos., Inc.		2,416,193
	1,500		@,L	Tractor Supply Co.		53,910
	2,710		@,L	Tween Brands, Inc.		71,761
	9,200		@,L	Urban Outfitters, Inc.		250,792
	14,100			Wal-Mart Stores, Inc.		670,173

Shares				Value
	33,400		Wendy's International, Inc.	$	863,056
	500		World Fuel Services Corp.		14,515
	1,950	@,L	Zumiez, Inc.		47,502
					32,129,541
			Savings & Loans: 0.3%
	1,600	L	Anchor Bancorp. Wisconsin, Inc.		37,632
	8,800	L	Astoria Financial Corp.		204,776
	7,800		BankAtlantic Bancorp., Inc.		31,980
	8,798	L	Bankunited Financial Corp.		60,706
	2,600	L	Dime Community Bancshares		33,202
	6,700	L	First Niagara Financial Group, Inc.		80,668
	3,900	@,L	FirstFed Financial Corp.		139,698
	1,300	L	Flagstar Bancorp., Inc.		9,061
	202,500	L	Hudson City Bancorp., Inc.		3,041,550
					3,639,273
			Semiconductors: 2.4%
	1,700	@,L	Actel Corp.		23,222
	3,600	@,L	AMIS Holdings, Inc.		36,072
	1,100	@,L	ATMI, Inc.		35,475
	1,200	@,L	Cabot Microelectronics Corp.		43,092
	1,300	L	Cohu, Inc.		19,890
	2,500	@	Cypress Semiconductor Corp.		90,075
	2,400	@,L	Diodes, Inc.		72,168
	8,600	@	Fairchild Semiconductor International, Inc.		124,098
	5,392	@	Integrated Device Technology, Inc.		60,984
	533,400		Intel Corp.		14,220,433
	3,400	@,L	International Rectifier Corp.		115,498
	8,900	L	Intersil Corp.		217,872
	8,300	@,L	Kulicke & Soffa Industries, Inc.		56,938
	7,400	@,L	Lam Research Corp.		319,902
	1,300	@,L	Microsemi Corp.		28,782
	1,200	@,L	MKS Instruments, Inc.		22,968
	136,700	@,L	Nvidia Corp.		4,650,534
	5,400	@,L	Pericom Semiconductor Corp.		100,980
	8,200	@,L	Semtech Corp.		127,264
	14,800	@,L	Skyworks Solutions, Inc.		125,800
	2,300	@,L	Standard Microsystems Corp.		89,861
	500	@,L	Supertex, Inc.		15,645
	120,200	L	Texas Instruments, Inc.		4,014,680
	5,505	@	Varian Semiconductor Equipment Associates, Inc.		203,685
					24,815,918
			Software: 2.3%
	12,900	@	Activision, Inc.		383,130
	600	@,L	Advent Software, Inc.		32,460
	2,400	@,L	Allscripts Healthcare Solutions, Inc.		46,608
	5,000	@,L	Ansys, Inc.		207,300
	29,100	@	Autodesk, Inc.		1,448,016
	1,128	@	Avid Technology, Inc.		31,968

See Accompanying Notes to Financial Statements
69

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Software (continued)
	66,100	@,L	BMC Software, Inc.	$	2,355,804
	10,200		Broadridge Financial Solutions ADR		228,786
	143,100	L	CA, Inc.		3,570,345
	3,700	@	Captaris, Inc.		15,984
	2,800	@,L	Cerner Corp.		157,920
	2,000	@,L	Concur Technologies, Inc.		72,420
	2,200	@,L	CSG Systems International		32,384
	4,329		Dun & Bradstreet Corp.		383,679
	1,200		Global Payments, Inc.		55,824
	5,500	@,L	Informatica Corp.		99,110
	800	@	JDA Software Group, Inc.		16,368
	1,300	@,L	Mantech International Corp.		56,966
	4,100	@,L	Metavante Technologies, inc.		95,612
	292,975	L	Microsoft Corp.		10,429,910
	64,600	@,L	Novell, Inc.		443,802
	2,230	@,L	Omnicell, Inc.		60,054
	139,800	@	Oracle Corp.		3,156,684
	4,190	@,L	Phase Forward, Inc.		91,133
	2,900	@	Progress Software Corp.		97,672
	1,610	@,L	Smith Micro Software, Inc.		13,637
	1,400	@,L	SPSS, Inc.		50,274
	9,500	@,L	Sybase, Inc.		247,855
	600	@,L	THQ, Inc.		16,914
					23,898,619
			Telecommunications: 3.0%
	16,400	@	3Com Corp.		74,128
	5,000	@	Adaptec, Inc.		16,900
	5,300	@,L	ADC Telecommunications, Inc.		82,415
	2,400	@,L	Anixter International, Inc.		149,448
	5,312	@,L	Arris Group, Inc.		53,017
	229,937		AT&T, Inc.		9,556,182
	38,700		CenturyTel, Inc.		1,604,502
	28,600	@,L	Cincinnati Bell, Inc.		135,850
	105,360	@	Cisco Systems, Inc.		2,852,095
	3,824	@,L	CommScope, Inc.		188,177
	1,800	@,L	Comtech Telecommunications		97,218
	61,500		Corning, Inc.		1,475,385
	6,920	@	Foundry Networks, Inc.		121,238
	6,000	@,L	Harmonic, Inc.		62,880
	8,183		Harris Corp.		512,910
	77,900	@,L	JDS Uniphase Corp.		1,036,070
	23,500	@,L	Juniper Networks, Inc.		780,200
	2,699	@,L	Netgear, Inc.		96,273
	4,500	@,L	Network Equipment Technologies, Inc.		37,890
	8,900	@,L	NeuStar, Inc.		255,252
	4,400	@,L	Novatel Wireless, Inc.		71,280
	3,500	L	Plantronics, Inc.		91,000
	189,300		Qualcomm, Inc.		7,448,955
	37,500	@	RF Micro Devices, Inc.		214,125
	25,200	L	Sprint Nextel Corp.		330,876
	4,600	@	Symmetricom, Inc.		21,666
	7,075	L	Telephone & Data Systems, Inc.		442,895
	1,900	@	Tollgrade Communications, Inc.		15,238

Shares				Value
	88,400		Verizon Communications, Inc.	$	3,862,196
	1,700	@,L	Viasat, Inc.		58,531
					31,744,792
			Textiles: 0.0%
	3,900		G&K Services, Inc.		146,328
	3,200	@,L	Mohawk Industries, Inc.		238,080
	1,500		Unifirst Corp.		57,000
					441,408
			Toys/Games/Hobbies: 0.0%
	1,800	@,L	Jakks Pacific, Inc.		42,498
	500	@,L	RC2 Corp.		14,035
					56,533
			Transportation: 0.2%
	921		Arkansas Best Corp.		20,207
	1,300	@,L	Bristow Group, Inc.		73,645
	5,000		Con-way, Inc.		207,700
	8,300		CSX Corp.		365,034
	2,800	@,L	HUB Group, Inc.		74,424
	3,480	@,L	Kansas City Southern		119,468
	3,700	@,L	Kirby Corp.		171,976
	1,200		Landstar System, Inc.		50,580
	800	@,L	Old Dominion Freight Line		18,488
	6,700	L	Tidewater, Inc.		367,562
	4,800		Union Pacific Corp.		602,976
	1,500	@,L	YRC Worldwide, Inc.		25,635
					2,097,695
			Water: 0.0%
	1,900	L	American States Water Co.		71,592
					71,592
Total Common Stock (Cost $594,498,179)					617,911,804
REAL ESTATE INVESTMENT TRUSTS: 0.2%
			Apartments: 0.0%
	1,540	L	Camden Property Trust		74,151
	580	L	Essex Property Trust, Inc.		56,544
	2,200		Mid-America Apartment Communities, Inc.		94,050
					224,745
			Diversified: 0.0%
	2,600		Colonial Properties Trust		58,838
	800		Entertainment Properties Trust		37,600
					96,438
			Forest Products & Paper: 0.0%
	2,882	L	Potlatch Corp.		128,076
					128,076
			Health Care: 0.0%
	3,100		LTC Properties, Inc.		77,655
	2,800	L	Medical Properties Trust, Inc.		28,532
	2,000	L	Senior Housing Properties Trust		45,360
					151,547

See Accompanying Notes to Financial Statements
70

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Hotels: 0.0%
	5,370		DiamondRock Hospitality Co.	$	80,443
	5,600	L	Hospitality Properties Trust		180,432
					260,875
			Office Property: 0.0%
	1,440		Alexandria Real Estate Equities, Inc.		146,405
	3,660		BioMed Realty Trust, Inc.		84,802
	1,000		Kilroy Realty Corp.		54,960
					286,167
			Regional Malls: 0.1%
	4,100	L	Macerich Co.		291,346
					291,346
			Shopping Centers: 0.0%
	2,600		Federal Realty Investment Trust		213,590
					213,590
			Single Tenant: 0.0%
	2,200	L	National Retail Properties, Inc.		51,436
	4,600		Realty Income Corp.		124,292
					175,728
			Storage: 0.0%
	3,600		Extra Space Storage, Inc.		51,444
					51,444
			Warehouse/Industrial: 0.1%
	11,000		AMB Property Corp.		633,160
	400	L	EastGroup Properties, Inc.		16,740
					649,900
Total Real Estate Investment Trusts (Cost $2,667,872)					2,529,856
PREFERRED STOCK: 0.5%
			Banks: 0.1%
	35,875	@@,P	Santander Finance, 5.661%, due 03/05/17		678,038
					678,038
			Diversified Financial Services: 0.1%
	24,000	P	Deutsche Bank Capital Trust II, 6.550%, due 05/23/17		518,640
	46,500	P,L	Merrill Lynch & Co., Inc., 5.482%, due 05/21/12		813,750
					1,332,390
			Insurance: 0.3%
	48,903	@@,P	Aegon NV, 6.375%, due 06/15/15		965,834
	19,271	@@,P	Aegon NV-Series 1, 5.866%, due 12/15/10		342,060
	51,650	P	Metlife, Inc., 6.500%, due 09/15/10		1,128,036
					2,435,930

Shares				Value
			Sovereign: 0.0%
	9,000	P,L	Fannie Mae, 5.580%, due 09/30/12	$	204,750
					204,750
Total Preferred Stock (Cost $5,861,131)					4,651,108
Principal Amount				Value
CORPORATE BONDS/NOTES: 10.5%
			Aerospace/Defense: 0.1%
$	1,352,000	C,S	United Technologies Corp., 5.375%, due 12/15/17		1,366,407
					1,366,407
			Airlines: 0.2%
	1,752,000	C,S	Delta Airlines, Inc., 7.570%, due 11/18/10		1,771,492
	756,000	S	United AirLines, Inc., 6.932%, due 09/01/11		899,640
					2,671,132
			Auto Manufacturers: 0.1%
	959,748	S	Ford Motor Co., 8.597%, due 11/29/13		890,493
					890,493
			Banks: 2.6%
	1,040,000	@@,C,S	Australia & New Zealand Banking Group Ltd., 4.963%, due 12/31/49		840,202
	1,639,000	C,S	BAC Capital Trust XIV, 5.630%, due 12/31/49		1,455,776
	172,552	@@,#,S	Banco Itau SA, 5.720%, due 09/20/08		170,826
	786,000	@@,#,C,S	Banco Mercantil del Norte SA, 6.135%, due 10/13/16		781,205
	985,000	S	Bank of America Corp., 5.750%, due 12/01/17		989,107
	400,000	@@,C,S	Bank of Ireland, 5.188%, due 12/29/49		326,000
	210,000	@@,C,S	Bank of Scotland, 5.125%, due 12/31/49		165,160
	77,000	C,S	BankAmerica Capital II, 8.000%, due 12/15/26		80,832
	490,000	@@,C,S	Barclays Bank PLC, 5.563%, due 12/31/49		389,550
	434,000	@@,#,C,S	Barclays Bank PLC, 5.926%, due 12/15/16		404,512
	1,235,000	@@,#,S	Barclays Bank PLC, 6.050%, due 12/04/17		1,246,712
	110,000	@@,C,S	Barclays O/S Inv, 5.063%, due 05/19/08		68,200
	710,000	@@,C,S	BNP Paribas, 5.238%, due 09/29/49		598,339
	1,267,000	@@,#,C,S	Chuo Mitsui Trust & Banking Co., Ltd., 5.506%, due 04/15/49		1,166,694
	377,000	@@,#,C,S	Danske Bank A/S, 5.914%, due 12/29/49		357,174
	220,000	@@,C,S	Den Norske Bank ASA, 5.375%, due 11/29/49		177,100

See Accompanying Notes to Financial Statements
71

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Banks (continued)
$	723,000	#,C,S	Dresdner Funding Trust I, 8.151%, due 06/30/31	$	739,349
	1,000	C	Fleet Capital Trust II, 7.920%, due 12/11/26		1,039
	416,000	@@,#,C,S	HBOS PLC, 5.375%, due 11/29/49		379,695
	860,000	@@,C,S	Hongkong & Shanghai Banking Corp., Ltd., 5.250%, due 07/29/49		636,400
	1,150,000	@@,C,S	HSBC Bank PLC, 4.913%, due 06/29/49		902,750
	1,140,000	@@,C,S	HSBC Bank PLC, 5.000%, due 06/29/49		894,900
	620,000	@@,C,S,L	Lloyds TSB Bank PLC, 5.125%, due 06/29/49		501,084
	770,000	@@,C,S	Lloyds TSB Bank PLC, 5.313%, due 11/29/49		612,150
	1,030,000	@@,C,S	Lloyds TSB Bank PLC, 5.523%, due 08/29/49		829,150
	382,000	@@,#,C,S	Lloyds TSB Group PLC, 6.267%, due 11/13/49		347,116
	805,000	@@,C,S	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		813,605
	60,000	@@,C,S	National Westminster Bank PLC, 5.563%, due 08/29/49		46,243
	130,000	@@,C,S	National Westminster Bank PLC, 6.250%, due 11/29/49		100,588
	640,000	#,C,S	Rabobank Capital Funding II, 5.260%, due 12/29/49		597,024
	612,000	#,C,S	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		548,689
	538,000	C,S	RBS Capital Trust I, 5.512%, due 09/30/49		495,261
	962,000	@@,#,C,S	Resona Bank Ltd., 5.850%, due 09/29/49		895,755
	1,580,000	@@,C,S	Royal Bank of Scotland Group PLC, 4.938%, due 12/29/49		1,177,100
	370,000	@@,C,S	Societe Generale, 4.981%, due 11/29/49		304,558
	1,400,000	@@,C,S	Standard Chartered PLC, 4.974%, due 07/29/49		980,000
	1,800,000	@@,C,S,L	Standard Chartered PLC, 5.125%, due 11/29/49		1,314,000
	230,000	@@,C,S,L	Standard Chartered PLC, 5.588%, due 01/29/49		163,300
	200,000	@@,#,C,S	Standard Chartered PLC, 6.409%, due 12/31/49		181,441
	100,000	@@,#,C,S	Standard Chartered PLC, 7.014%, due 07/30/49		94,968
	898,000	@@,C,S	Sumitomo Mitsui Banking Corp., 8.150%, due 08/01/49		916,517
	379,000	C,S	SunTrust Preferred Capital I, 5.853%, due 12/31/49		334,751
	421,000	C,S	USB Capital IX, 6.189%, due 03/29/49		381,283

Principal Amount				Value
$	541,000	S	Wachovia Bank NA, 6.600%, due 01/15/38	$	545,493
	807,000	C,S	Wachovia Capital Trust III, 5.800%, due 12/31/49		721,602
	1,338,000	L	Wells Fargo & Co., 5.625%, due 12/11/17		1,341,344
	450,000	@@,C,S	Westpac Banking Corp., 5.306%, due 09/30/49		367,995
	372,000	@@,#,C,S	Westpac Capital Trust IV, 5.256%, due 12/29/49		327,493
					27,710,032
			Beverages: 0.1%
BRL	1,039,000	@@,#,S	Ambev International Finance Co., Ltd., 9.500%, due 07/24/17		496,152
$	376,000	C,S	Anheuser-Busch Cos., Inc., 5.500%, due 01/15/18		384,587
	537,000	S	PepsiCo, Inc., 4.650%, due 02/15/13		541,217
					1,421,956
			Chemicals: 0.2%
	260,000	S,Z	Stauffer Chemical, 4.480%, due 04/15/10		235,188
	450,000	S,Z	Stauffer Chemical, 5.500%, due 04/15/18		259,515
	570,000	S,Z	Stauffer Chemical, 6.750%, due 04/15/17		348,361
	1,051,000	S	Union Carbide Corp., 7.750%, due 10/01/96		1,105,404
					1,948,468
			Diversified Financial Services: 3.1%
	2,095,000	@@,#,C,S	Aiful Corp., 4.450%, due 02/16/10		1,981,516
	218,000	@@,#,C,S,I	Alpine III, 5.428%, due 08/16/14		218,702
	218,000	@@,#,S,I	Alpine III, 5.828%, due 08/16/14		218,795
	328,000	@@,#,S,I	Alpine III, 7.628%, due 08/16/14		330,476
	560,000	@@,#,S,I	Alpine III, 10.878%, due 08/16/14		573,446
	500,000	S	American General Finance Corp., 6.900%, due 12/15/17		501,392
	2,520,000	#,S	Astoria Depositor Corp., 8.144%, due 05/01/21		2,608,200
	963,000	#,C,S	Biomet, Inc., 11.625%, due 10/15/17		953,370
	653,000	S	Caterpillar Financial Services Corp., 4.850%, due 12/07/12		654,837
	809,000	S	Citigroup, Inc., 6.125%, due 11/21/17		832,535
	1,265,000	C,S	Citigroup, Inc., 8.300%, due 12/21/57		1,324,650
	1,131,000	#,C,S	Corestates Capital Trust I, 8.000%, due 12/15/26		1,170,955
	762,000	@@,S	Eksportfinans A/S, 5.125%, due 10/26/11		790,506

See Accompanying Notes to Financial Statements
72

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Diversified Financial Services (continued)
$	420,000	@@,C,S	Financiere CSFB NV, 4.806%, due 03/29/49	$	333,900
	492,000	S	Ford Motor Credit Co., 7.993%, due 01/13/12		413,608
	1,180,000	S	Ford Motor Credit Co., 8.000%, due 12/15/16		1,003,812
	1,007,000	S	Ford Motor Credit Co., 9.693%, due 04/15/12		990,551
	760,000	C,S	Fund American Cos., Inc., 5.875%, due 05/15/13		762,506
	816,000	C,S	Goldman Sachs Group, Inc., 5.793%, due 12/31/49		727,187
	386,000	C,S	Goldman Sachs Group, Inc., 6.750%, due 10/01/37		379,389
	562,000	#,C,S	HVB Funding Trust III, 9.000%, due 10/22/31		636,093
	972,000	S	John Deere Capital Corp., 4.950%, due 12/17/12		974,394
	1,199,000	S	JPMorgan Chase & Co., 6.000%, due 01/15/18		1,220,914
	1,412,000	#,C,S	Mangrove Bay Pass- Through Trust, 6.102%, due 07/15/33		1,271,715
	1,131,000	@@,#,S	Mantis Reef Ltd., 4.799%, due 11/03/09		1,147,678
	804,000	@@, C	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		762,723
	485,000	@@, C	Paribas, 5.063%, due 12/31/49		405,296
	192,778	@@,#,C,S	Petroleum Export Ltd., 4.623%, due 06/15/10		189,852
	1,007,053	@@,#,C,S	PF Export Receivables Master Trust, 6.436%, due 06/01/15		1,015,462
	1,438,022	#,C,S	Piper Jaffray Equipment Trust Securities, 6.000%, due 09/10/11		1,366,121
	1,256,307	#,C,S	Piper Jaffray Equipment Trust Securities, 6.750%, due 04/01/11		1,218,618
	92,770	#,S	Power Receivable Finance, LLC, 6.290%, due 01/01/12		96,937
	128,000	C, L	Residential Capital Corp., 8.375%, due 06/30/15		78,080
	829,000	C,S	Residential Capital, LLC, 8.000%, due 04/17/13		513,980
	1,341,000	C,S	Southern Star Central Corp., 6.750%, due 03/01/16		1,290,713
	1,122,000	@@,#,S	TNK-BP Finance SA, 7.500%, due 07/18/16		1,089,743
	5,212,395	#, S,Z	Toll Road Investors Partnership II LP, 1 15.740%, due 02/15/45		752,196
	430,000	#,C,S	Twin Reefs Pass- Through Trust, 6.243%, due 12/10/49		280,390
	848,000	@@,C,S	UFJ Finance Aruba AEC, 8.750%, due 12/31/49		859,578
	446,000	#,C,S	Wachovia Capital Trust V, 7.965%, due 06/01/27		464,848
					32,405,664

Principal Amount				Value
			Electric: 0.7%
$	1,721,000	C,S	Commonwealth Edison Co., 6.950%, due 07/15/18	$	1,748,966
	224,000	@@,L	Empresa Nacional de Electricidad SA, 8.625%, due 08/01/15		258,782
	460,000	@@,#,C,S	Intergen NV, 9.000%, due 06/30/17		486,450
	534,366	#,C,S	Juniper Generation, LLC, 6.790%, due 12/31/14		555,826
	1,040,000	C,S	Nevada Power Co., 5.950%, due 03/15/16		1,036,198
	417,000	C,S	Nevada Power Co., 6.750%, due 07/01/37		433,135
	1,214,000	C,S	NorthWestern Corp., 5.875%, due 11/01/14		1,198,216
	1,113,000	C,S	Sierra Pacific Power Co., 6.250%, due 04/15/12		1,147,816
	319,000	#,S	White Pine Hydro Portfolio, LLC, 6.960%, due 07/10/37		330,990
	479,000	#,S	White Pine Hydro Portfolio, LLC, 7.260%, due 07/20/15		497,270
					7,693,649
			Energy-Alternate Sources: 0.2%
	600,000	S	Greater Ohio Ethanol, LLC, 8.864%, due 12/31/13		579,000
	700,000	S	Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		640,063
	467,000	#,S	White Pine Hydro, LLC, 6.310%, due 07/10/17		489,829
					1,708,892
			Food: 0.1%
	782,000	S	Kraft Foods, Inc., 6.125%, due 02/01/18		789,449
	480,000	S	Kraft Foods, Inc., 6.875%, due 02/01/38		499,946
					1,289,395
			Gas: 0.3%
	993,000	@@,#,C,S	Nakilat, Inc., 6.067%, due 12/31/33		908,878
	203,000	#,C,S	Nakilat, Inc., 6.267%, due 12/31/33		185,136
	2,447,000	C, L	Southern Union Co., 7.200%, due 11/01/66		2,419,055
					3,513,069
			Healthcare-Products: 0.1%
	703,000	C,S	Baxter International, Inc., 6.250%, due 12/01/37		723,783
					723,783
			Insurance: 0.4%
	1,355,000	@@,C,S	Aegon NV, 5.399%, due 12/31/49		976,786
	1,045,000	S	American International Group, Inc., 5.850%, due 01/16/18		1,053,824
	729,000	#,C,S	Metlife Capital Trust IV, 7.875%, due 12/15/37		744,916

See Accompanying Notes to Financial Statements
73

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Insurance (continued)
$	368,000	#,C,S	North Front Pass- Through Trust, 5.810%, due 12/15/24	$	352,602
	491,000	S	Prudential Financial, Inc., 6.000%, due 12/01/17		489,879
	533,000	S	Prudential Financial, Inc., 6.625%, due 12/01/37		539,231
					4,157,238
			Media: 0.1%
	445,000	C,S	Dex Media West, LLC, 9.875%, due 08/15/13		463,913
	494,000	#,C,S	News America, Inc., 6.650%, due 11/15/37		511,228
					975,141
			Miscellaneous Manufacturing: 0.1%
	1,073,000	S	General Electric Co., 5.250%, due 12/06/17		1,072,762
					1,072,762
			Multi-National: 0.1%
	669,000	@@,S	Corp. Andina de Fomento CAF, 5.125%, due 05/05/15		647,350
					647,350
			Oil & Gas: 0.5%
	459,000	@@,#,S	Empresa Nacional de Petroleo ENAP, 4.875%, due 03/15/14		445,029
	331,000	@@,#,S	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12		353,299
	1,003,000	@@,#,S	Pemex Project Funding Master Trust, 6.291%, due 06/15/10		1,019,550
	878,000	@@,C,L	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		929,832
	930,000	@@,#,C,S	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		904,681
	922,000	@@,C,S	Transocean, Inc., 6.000%, due 03/15/18		921,276
	797,000	@@,C,S	Transocean, Inc., 6.800%, due 03/15/38		815,850
					5,389,517
			Pipelines: 0.3%
	645,000	#,C,S	NGPL PipeCo, LLC, 7.119%, due 12/15/17		662,523
	544,000	#,C,S	NGPL PipeCo, LLC, 7.768%, due 12/15/37		570,863
	345,000	C,L	Northwest Pipeline Corp., 7.000%, due 06/15/16		369,150
	536,000	C,S	Panhandle Eastern Pipe Line, 6.200%, due 11/01/17		529,784
	316,000	@@,C,S	Trans-Canada Pipelines, 6.200%, due 10/15/37		314,813
	460,000	C,S	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		474,375
					2,921,508

Principal Amount				Value
			Real Estate: 0.1%
$	366,000	C,S	Istar Financial, Inc., 5.150%, due 03/01/12	$	316,588
	111,000	C,L	Istar Financial, Inc., 5.500%, due 06/15/12		96,536
	297,000	C,S	Istar Financial, Inc., 5.850%, due 03/15/17		244,528
	162,000	C,S	Liberty Property LP, 6.375%, due 08/15/12		169,202
	532,000	C,S	Liberty Property LP, 7.750%, due 04/15/09		546,723
					1,373,577
			Regional Malls: 0.2%
	134,000	C,S	Rouse Co., 7.200%, due 09/15/12		128,266
	2,190,000	#,C,S	Rouse Co. LP/TRC Co.-Issuer, Inc., 6.750%, due 05/01/13		2,045,333
					2,173,599
			Retail: 0.6%
	414,000	C,S	Darden Restaurants, Inc., 5.625%, due 10/15/12		421,240
	641,000	@@,#,C,S	Marks & Spencer PLC, 7.125%, due 12/01/37		611,500
	311,000	C,S	McDonald's Corp., 5.800%, due 10/15/17		322,603
	353,000	C,S	Nordstrom, Inc., 6.250%, due 01/15/18		362,052
	485,000	C,S	Nordstrom, Inc., 7.000%, due 01/15/38		501,354
	120,000	C,S	Rite Aid Corp., 9.375%, due 12/15/15		100,200
	711,000	C,S	Rite Aid Corp., 9.500%, due 06/15/17		591,908
	1,352,000	C,S	Target Corp., 6.500%, due 10/15/37		1,363,372
	273,000	S	Wal-Mart Stores, Inc., 5.250%, due 09/01/35		242,986
	1,267,000	S	Wal-Mart Stores, Inc., 6.500%, due 08/15/37		1,338,672
					5,855,887
			Savings & Loans: 0.0%
	100,000	#,C,S	Washington Mutual IV, 9.750%, due 10/29/49		80,117
	300,000	#,C,S	Washington Mutual Preferred Funding Delaware, 6.534%, due 03/15/11		185,670
					265,787
			Telecommunications: 0.2%
	1,263,000	S	Bellsouth Telecommunications, Inc., 7.000%, due 12/01/95		1,321,827
	69,000	C,S	Embarq Corp., 7.995%, due 06/01/36		72,925
	597,000	@@,C,S	Rogers Wireless, Inc., 7.250%, due 12/15/12		647,759
					2,042,511

See Accompanying Notes to Financial Statements
74

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Water: 0.1%
$	441,000	#,C,S	American Water Capital Corp., 6.085%, due 10/15/17	$	440,317
	441,000	#,C,S	American Water Capital Corp., 6.593%, due 10/15/37		432,946
					873,263
Total Corporate Bonds/Notes (Cost $114,826,676)					111,091,080
U.S. GOVERNMENT AGENCY OBLIGATIONS: 9.3%
			Federal Home Loan Bank: 0.1%
	1,220,000	S	5.000%, due 10/13/11		1,272,719
					1,272,719
			Federal Home Loan Mortgage Corporation: 6.5%
	172,180	C,S	4.500%, due 12/15/16		172,325
	2,087,000	C,S	4.500%, due 02/15/20		2,002,339
	2,862,000	S,Z	4.940%, due 03/15/31		922,065
	1,444,000	C,S	5.000%, due 12/11/12		1,450,697
	2,095,253	C,S	5.000%, due 08/15/16		2,106,856
	1,456,000	C,S	5.000%, due 12/15/17		1,461,867
	955,000	C,S	5.000%, due 05/15/20		952,159
	1,846,935	C,S	5.000%, due 08/15/21		1,854,605
	2,435,000	C,S	5.000%, due 04/15/23		2,373,416
	902,000	C,S	5.000%, due 09/15/31		862,790
	343,000	C,S	5.000%, due 02/15/32		333,083
	1,949,000	C,S	5.000%, due 03/15/32		1,893,937
	341,000	C,S	5.000%, due 04/15/32		336,661
	8,000,000	W	5.000%, due 02/15/35		7,801,248
	331,206	S	5.001%, due 04/01/35		325,303
	2,173,000	C,S	5.250%, due 03/15/12		2,185,679
	3,339,503	C,S	5.378%, due 05/15/33		3,309,812
	4,531,619	C,S	5.500%, due 08/15/20		4,426,480
	574,000	C,S	5.500%, due 12/15/20		573,032
	367,000	C,S	5.500%, due 09/15/32		363,016
	344,000	C,S	5.500%, due 10/15/32		341,599
	306,000	C,S	5.500%, due 11/15/32		300,900
	367,000	C,S	5.500%, due 07/15/33		364,876
	461,332	S	5.500%, due 06/01/36		455,910
	7,127,000	W	5.500%, due 02/12/37		7,108,071
	6,970,111	C,S	6.000%, due 01/15/29		7,131,779
	14,208,000	W	6.000%, due 02/01/34		14,405,576
	275,253	S	6.500%, due 11/01/28		285,360
	56,358	S	6.500%, due 12/01/31		58,289
	2,336,000		6.500%, due 02/01/34		2,399,144
					68,558,874
			Federal National Mortgage Corporation: 2.4%
	2,103,000	L	4.750%, due 11/19/12		2,178,685
	27,242	C,S	4.750%, due 12/25/42		27,169
	1,099,000	W	5.000%, due 02/15/20		1,099,515
	1,163,711	S	5.000%, due 02/25/29		1,167,353
	5,464,022	S	5.000%, due 08/01/37		5,251,256
	1,136,000	C,S	5.400%, due 03/26/12		1,140,208
	1,867,000	S	5.500%, due 05/25/30		1,858,562
	488,084	S	5.500%, due 07/01/36		482,806
	74,884	S	6.000%, due 06/01/16		76,763
	365,874	S	6.000%, due 07/01/16		375,054
	111,846	S	6.000%, due 08/01/16		114,652

Principal Amount				Value
$	887		6.000%, due 10/01/16	$	909
	97,739	S	6.000%, due 10/01/16		100,192
	434,157	S	6.000%, due 03/01/17		445,132
	176,083	S	6.000%, due 04/01/17		180,533
	263,511	S	6.000%, due 06/01/17		270,172
	52,552	S	6.000%, due 09/01/17		53,881
	73,208	S	6.000%, due 10/01/17		75,059
	251,648	S	6.000%, due 11/01/17		257,962
	278,356	S	6.000%, due 12/01/17		285,392
	246,696	S	6.000%, due 12/01/18		252,565
	3,667,471	S	6.000%, due 07/25/29		3,764,158
	1,961,669	S	6.000%, due 04/25/31		2,024,073
	2,054,000		6.500%, due 02/12/37		2,109,522
	36,504	S	7.000%, due 06/01/29		38,507
	805		7.000%, due 08/01/29		850
	5,082	S	7.000%, due 10/01/29		5,361
	83,243	S	7.000%, due 01/01/30		87,821
	1,158,760	S	7.000%, due 06/01/31		1,222,403
	12,056	S	7.000%, due 10/01/31		12,709
	25,725	S	7.000%, due 01/01/32		27,119
	6,989	S	7.000%, due 04/01/32		7,360
	14,253	S	7.000%, due 05/01/32		15,010
	37,966	S	7.000%, due 07/01/32		39,982
	11,129	S	7.500%, due 11/01/29		11,900
	70,252	S	7.500%, due 10/01/30		75,008
	109,263	S	7.500%, due 11/01/30		116,660
	596,473	C,S	7.500%, due 01/25/48		623,989
					25,876,252
Government National Mortgage Association: 0.3%
	23,694	S	6.125%, due 12/20/29		23,964
	91,820	S	6.375%, due 04/20/28		92,847
	134,277	S	6.500%, due 10/15/31		139,237
	418,508	S	7.000%, due 09/15/24		444,440
	703,298	S	7.000%, due 10/15/24		746,870
	120,473	S	7.000%, due 11/15/24		127,928
	1,098,487	S	7.500%, due 12/15/23		1,171,095
					2,746,381
Total U.S. Government Agency Obligations (Cost $97,932,527)					98,454,226
U.S. TREASURY OBLIGATIONS: 10.0%
			U.S. Treasury Bonds: 1.0%
	5,165,000	L	4.250%, due 11/15/17		5,256,601
	4,610,000	L	4.750%, due 02/15/37		4,826,098
					10,082,699
			U.S. Treasury Notes: 8.0%
	65,568,000	L	3.125%, due 11/30/09		65,660,254
	14,756,000	L	3.375%, due 11/30/12		14,711,053
	4,094,000	L	4.500%, due 05/15/10		4,231,853
					84,603,160
			Treasury Inflation Indexed Protected Securities: 1.0%
	2,014,753	L	2.375%, due 04/15/11		2,100,696
	1,957,117	S	2.375%, due 01/15/17		2,065,829
	1,958,596	L	2.375%, due 01/15/25		2,056,833
	4,112,472	L	3.875%, due 01/15/09		4,235,205
					10,458,563
Total U.S. Treasury Obligations (Cost $104,648,827)					105,144,422

See Accompanying Notes to Financial Statements
75

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
ASSET-BACKED SECURITIES: 1.0%
			Automobile Asset-Backed Securities: 0.0%
$	53,233	C,S	AmeriCredit Automobile Receivables Trust, 4.220%, due 07/06/09	$	53,162
					53,162
			Credit Card Asset-Backed Securities: 0.1%
	12,000	C,S	Bank One Issuance Trust, 4.540%, due 09/15/10		11,999
	553,000	C,S	Citibank Credit Card Issuance Trust, 5.650%, due 09/20/19		561,986
					573,985
			Home Equity Asset-Backed Securities: 0.3%
	2,707,000	C,S	GSAA Trust, 5.242%, due 06/25/34		2,706,857
	428,000	#,C,S	Irwin Home Equity, 5.960%, due 08/25/37		376,506
	153,045	C,S	Merrill Lynch Mortgage Investors, Inc., 5.225%, due 07/25/34		148,697
	356	C	Renaissance Home Equity Loan Trust, 4.456%, due 05/25/35		354
	428,000	C,S	Residential Funding Mortgage Securities II, Inc., 5.890%, due 05/25/37		417,980
					3,650,394
			Other Asset-Backed Securities: 0.6%
	118,113	C,S	Amortizing Residential Collateral Trust, 5.365%, due 05/25/32		105,563
	2,274	C,S	Chase Funding Mortgage Loan, 4.045%, due 05/25/33		2,213
	125,362	C,S	Chase Funding Mortgage Loan, 5.165%, due 07/25/33		124,275
	283	C	Countrywide Asset-Backed Certificates, 4.493%, due 02/25/36		282
	104,000	C,S	Countrywide Asset-Backed Certificates, 5.689%, due 10/25/46		97,139
	987,000	C,S	Credit-Based Asset Servicing and Securitization, LLC, 4.831%, due 08/25/35		968,194
	1,583,000	C,S	Credit-Based Asset Servicing and Securitization, LLC, 5.501%, due 12/25/36		1,564,313
	459,000	#,C,S	Credit-Based Asset Servicing and Securitization, LLC, 5.746%, due 12/25/37		452,904
	241,000	#,C,S	Credit-Based Asset Servicing and Securitization, LLC, 6.020%, due 12/25/37		230,193

Principal Amount					Value
$	748,000		C,S	Equity One, Inc., 5.050%, due 09/25/33	$	727,427
	121,931		C,S	Fannie Mae, 5.005%, due 04/25/35		121,959
	927,000		#,C,S	Hudson Mezzanine Funding, 5.982%, due 06/12/42		23,175
	719,000		C,S	Merrill Lynch Mortgage Investors, Inc., 5.609%, due 03/25/37		713,775
	2,249		C,S	Popular Mortgage Pass-Through Trust, 4.000%, due 12/25/34		2,220
	1,580		C,S	Popular Mortgage Pass-Through Trust, 4.596%, due 11/25/35		1,574
	796,000		C,S	Renaissance Home Equity Loan Trust, 5.608%, due 05/25/36		789,323
	39,221		C,S	Residential Asset Mortgage Products, Inc., 5.485%, due 06/25/33		38,882
	482,300		C,S	Structured Asset Securities Corp., 4.910%, due 06/25/33		482,503
	249,466		C,S	Structured Asset Securities Corp., 6.000%, due 03/25/34		249,133
						6,695,047
Total Asset-Backed Securities (Cost $12,007,803)						10,972,588
COLLATERALIZED MORTGAGE OBLIGATIONS: 9.5%
	810,268		C,S	American Home Mortgage Assets, 5.708%, due 11/25/46		761,620
	1,069,128		#,S	Astoria Depositor Corp., 7.902%, due 05/01/21		1,111,893
	162,787		C,S	Banc of America Alternative Loan Trust, 6.493%, due 04/25/37		162,760
	19,900,941		C,S,^	Banc of America Commercial Mortgage, Inc., 0.292%, due 01/15/49		412,274
	100,000		C,S	Banc of America Commercial Mortgage, Inc., 4.161%, due 12/10/42		99,287
	60,000		C,S	Banc of America Commercial Mortgage, Inc., 4.429%, due 11/10/39		59,369
	10,000		C,S	Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42		9,928
	8,323		C,S	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		8,349
	10,000		C,S	Banc of America Commercial Mortgage, Inc., 4.877%, due 11/10/42		9,978
	10,000	��	C,S	Banc of America Commercial Mortgage, Inc., 4.891%, due 07/10/45		9,880

See Accompanying Notes to Financial Statements
76

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	516,000	C,S	Banc of America Commercial Mortgage, Inc., 5.463%, due 09/10/47	$	474,436
	160,000	C,S	Banc of America Commercial Mortgage, Inc., 6.186%, due 06/11/35		167,906
	1,579,940	C,S	Banc of America Funding Corp., 5.260%, due 09/20/35		1,529,966
	3,056,993	C,S	Banc of America Funding Corp., 5.653%, due 06/20/37		2,978,995
	2,338,636	C,S	Banc of America Funding Corp., 5.750%, due 09/20/34		2,297,839
	796,444	C,S	Banc of America Funding Corp., 5.843%, due 05/20/36		786,152
	551,761	C,S	Banc of America Funding Corp., 7.000%, due 10/25/37		560,390
	976,069	C,S	Banc of America Mortgage Securities, Inc., 5.177%, due 09/25/35		953,390
	772,854	C,S	Banc of America Mortgage Securities, Inc., 5.250%, due 11/25/19		769,741
	807,327	C,S	Banc of America Mortgage Securities, Inc., 5.500%, due 11/25/33		780,625
	1,554,631	C,S	Banc of America Mortgage Securities, Inc., 5.500%, due 06/25/35		1,556,806
	242,134	C,S	Bear Stearns Alternative-A Trust, 5.185%, due 07/25/34		241,665
	26,000	C,S	Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46		25,759
	392,000	S	Bear Stearns Commercial Mortgage Securities, 5.660%, due 09/11/41		366,598
	1,000	C	Capco America Securitization Corp., 6.460%, due 10/15/30		1,009
	1,924,676	C,S	Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31		1,991,409
	2,262,038	C,S	Chase Mortgage Finance Corp., 5.409%, due 12/25/35		2,264,259
	1,300,183	C,S	Chase Mortgage Finance Corp., 5.500%, due 11/25/35		1,300,924
	780,351	C,S	Chaseflex Trust, 6.500%, due 02/25/37		784,496
	663,849	C,S	Citigroup Mortgage Loan Trust, Inc., 5.612%, due 04/25/37		656,958
	172,303	C,S	Citigroup Mortgage Loan Trust, Inc., 5.940%, due 06/25/36		170,804

Principal Amount					Value
$	2,439,574	C,S		Citigroup Mortgage Loan Trust, Inc., 6.000%, due 11/25/35	$	2,442,183
	935,116	C,S		Citigroup Mortgage Securities, Inc., 5.500%, due 02/25/22		945,496
	444,000	C,S		Commercial Mortgage Pass-Through Certificates, 4.221%, due 03/10/39		439,578
	15,000	C,S		Commercial Mortgage Pass-Through Certificates, 3.600%, due 03/10/39		14,817
	88,418	C,S		Countrywide Alternative Loan Trust, 5.165%, due 02/25/35		87,114
	24,763	C,S	��	Countrywide Alternative Loan Trust, 5.407%, due 10/25/35		24,747
	1,914,275	C,S		Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		1,847,169
	665,253	C,S		Countrywide Alternative Loan Trust, 5.668%, due 11/25/46		599,127
	90,912	C,S		Countrywide Alternative Loan Trust, 6.000%, due 05/25/36		90,634
	564,708	C,S		Countrywide Home Loan Mortgage Pass-Through Trust, 5.250%, due 10/25/35		530,429
	585,651	C,S		Credit Suisse First Boston Mortgage Securities Corp., 3.727%, due 03/15/35		570,656
	394,741	C,S		Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		386,554
	10,000	C,S		Credit Suisse First Boston Mortgage Securities Corp., 4.801%, due 03/15/36		9,956
	8,000	C,S		Credit Suisse First Boston Mortgage Securities Corp., 7.560%, due 04/15/62		8,560
	1,236,760	C,S		Credit Suisse Mortgage Capital Certificates, 7.000%, due 08/25/36		1,249,473
	36,715	C,S		DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		36,903
	108,900	C,S		DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32		111,973
	949,341	C,S		First Horizon Alternative Mortgage Securities, 5.500%, due 08/25/35		927,687
	571,162	C,S		First Horizon Asset Securities, Inc., 5.390%, due 10/25/35		569,887
	770,640	C,S		First Horizon Asset Securities, Inc., 5.500%, due 12/25/35		770,219
	1,500,000	C,S		First Union National Bank Commercial Mortgage, 6.663%, due 01/12/43		1,579,549

See Accompanying Notes to Financial Statements
77

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	19,612,903	C,S,^	GE Capital Commercial Mortgage Corp., 0.507%, due 06/10/48	$	299,921
	578,191	C,S	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39		572,483
	1,000	C	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39		1,004
	249,971	C,S	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		253,628
	1,461,393	C,S	GMAC Mortgage Corp. Loan Trust, 4.583%, due 10/19/33		1,426,089
	1,738,697	C,S	GMAC Mortgage Corp. Loan Trust, 5.259%, due 03/18/35		1,684,243
	169,064	C,S	GMAC Mortgage Corp. Loan Trust, 5.461%, due 11/19/35		165,950
	15,686,014	#,C,S,^	Greenwich Capital Commercial Funding Corp., 0.323%, due 03/10/39		336,020
	870,000	C,S	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		872,062
	474,000	C,S	Greenwich Capital Commercial Funding Corp., 5.534%, due 03/10/39		430,581
	240,000	C,S	Greenwich Capital Commercial Funding Corp., 5.554%, due 03/10/39		215,401
	192,000	C,S	Greenwich Capital Commercial Funding Corp., 5.613%, due 03/10/39		162,953
	684,000	C,S	GS Mortgage Securities Corp. II, 5.627%, due 04/10/38		620,275
	927,205	#,C,S	GSMPS 2005-RP1 1AF, 5.215%, due 01/25/35		916,571
	813,796	#,C,S	GSMPS Mortgage Loan Trust, 5.189%, due 04/25/36		806,382
	428,185	C,S	GSR Mortgage Loan Trust, 5.500%, due 07/25/35		422,247
	251,676	C,S	Harborview Mortgage Loan Trust, 5.315%, due 01/19/35		243,078
	345,269	C,S	Homebanc Mortgage Trust, 5.295%, due 08/25/29		345,068
	247,424	C,S	JPMorgan Alternative Loan Trust, 5.507%, due 01/25/36		245,057
	57,561,960	C,S,^	JPMorgan Chase Commercial Mortgage Securities Corp., 0.046%, due 01/12/43		75,222
	15,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.223%, due 01/15/42		14,892

Principal Amount				Value
$	1,000,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.262%, due 08/12/40	$	993,401
	14,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.865%, due 03/15/46		13,807
	468,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.298%, due 05/15/47		468,943
	152,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.455%, due 05/15/47		142,938
	304,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.495%, due 05/15/47		279,054
	141,856	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.833%, due 04/15/45		143,698
	877,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.861%, due 04/15/45		898,561
	4,075,901	C,S,^	LB-UBS Commercial Mortgage Trust, 0.485%, due 02/15/40		127,466
	528,000	C,S	LB-UBS Commercial Mortgage Trust, 4.201%, due 12/15/29		524,753
	1,000	C	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29		998
	626,089	C,S	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		624,564
	231,000	C,S	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		215,889
	250,000	C,S	LB-UBS Commercial Mortgage Trust, 4.885%, due 09/15/30		249,626
	10,000	C,S	LB-UBS Commercial Mortgage Trust, 4.998%, due 04/15/30		9,925
	340,000	C,S	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		340,803
	620,000	C,S	LB-UBS Commercial Mortgage Trust, 5.287%, due 04/15/40		586,393
	329,000	C,S	LB-UBS Commercial Mortgage Trust, 5.516%, due 11/15/38		291,782
	246,000	C,S	LB-UBS Commercial Mortgage Trust, 5.533%, due 02/15/40		220,841

See Accompanying Notes to Financial Statements
78

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	491,000	C,S	LB-UBS Commercial Mortgage Trust, 5.563%, due 02/15/40	$	432,975
	2,212,000	C,S	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		2,327,218
	3,171,069	C,S	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		3,343,983
	522,000	C,S	MASTR Alternative Loans Trust, 6.250%, due 07/25/36		525,306
	53,826	C,S	MASTR Alternative Loans Trust, 6.500%, due 05/25/33		53,693
	319,796	C,S	MASTR Alternative Loans Trust, 8.500%, due 05/25/33		321,151
	13,019,292	#,C,S,^	Merrill Lynch Mortgage Trust, 0.177%, due 11/12/35		71,872
	3,114,101	C,S,^	Merrill Lynch/ Countrywide Commercial Mortgage Trust, 0.545%, due 08/12/48		116,856
	237,000	C,S	Merrill Lynch/ Countrywide Commercial Mortgage Trust, 5.479%, due 08/12/48		211,433
	264,000	C,S	Merrill Lynch/ Countrywide Commercial Mortgage Trust, 5.509%, due 08/12/48		231,310
	121,967	C,S	MLCC Mortgage Investors, Inc., 5.185%, due 01/25/29		121,385
	160,000	C,S	Morgan Stanley Capital I, 5.007%, due 01/14/42		158,937
	129,346	C,S	MortgageIT Trust, 5.235%, due 11/25/35		120,303
	788,000	C,S	New York Mortgage Trust, Inc., 5.649%, due 05/25/36		795,327
	447,492	C,S	Prime Mortgage Trust, 5.365%, due 02/25/35		440,726
	107,489	C,S	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36		105,542
	600,000	C,S	Prudential Securities Secured Financing Corp., 6.649%, due 07/15/08		600,679
	1,043,918	C,S	RAAC Series, 5.250%, due 09/25/34		1,029,020
	139,544	C,S	Sequoia Mortgage Trust, 5.219%, due 01/20/35		135,988
	3,885	C,S	Structured Adjustable Rate Mortgage Loan Trust, 5.175%, due 07/25/35		3,644
	238,930	C,S	Structured Asset Mortgage Investments, Inc., 5.205%, due 04/19/35		237,749
	189,000	#,C,S	Wachovia Bank Commercial Mortgage Trust, 5.210%, due 10/15/44		173,065

Principal Amount				Value
$	1,601,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.210%, due 10/15/44	$	1,494,019
	70,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.244%, due 07/15/42		70,302
	758,000	C,S	Washington Mutual Mortgage Pass-Through Certificates, 3.795%, due 06/25/34		745,452
	280,637	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.000%, due 12/25/18		277,686
	372,083	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.175%, due 01/25/45		352,337
	61,493	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.233%, due 06/25/44		60,605
	1,303,258	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.496%, due 01/25/37		1,291,832
	546,035	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.598%, due 07/25/47		504,187
	2,576,519	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.683%, due 06/25/37		2,573,205
	1,000,642	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.700%, due 06/25/37		988,093
	1,019,520	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.708%, due 09/25/46		895,540
	639,930	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.750%, due 02/25/36		636,771
	69,968	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.758%, due 05/25/46		61,572
	290,300	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.758%, due 06/25/46		270,022
	221,839	C,S	Washington Mutual Mortgage Pass-through Certificates, 5.819%, due 06/25/37		217,933
	2,119,452	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.877%, due 07/25/37		2,071,271

See Accompanying Notes to Financial Statements
79

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	1,719,653	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.880%, due 07/25/37	$	1,717,243
	1,260,098	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.914%, due 07/25/37		1,255,353
	1,563,989	C,S	Washington Mutual Mortgage Pass-Through Certificates, 6.000%, due 06/25/34		1,579,582
	1,081,960	C,S	Washington Mutual Mortgage Pass-Through Certificates, 6.000%, due 07/25/36		1,079,537
	1,445,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 3.500%, due 06/25/35		1,434,718
	2,225,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.500%, due 08/25/18		2,148,991
	617,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.790%, due 07/25/34		607,774
	628,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.818%, due 07/25/34		610,899
	730,304	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.892%, due 08/25/34		716,792
	1,727,919	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.110%, due 03/25/36		1,683,168
	2,415,113	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.387%, due 08/25/35		2,369,341
	1,108,009	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 12/25/35		1,085,817
	1,648,565	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 01/25/36		1,615,548
	2,001,344	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.650%, due 12/25/36		1,968,172
	1,520,254	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.940%, due 11/25/36		1,537,189
	2,274,251	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.950%, due 10/25/36		2,300,149

Principal
Amount

Value

243,712

C,S

Wells Fargo
Mortgage-Backed
Securities Trust, 6.000%,
due 06/25/36

245,872

Total Collateralized
Mortgage Obligations
(Cost $102,305,482)

100,815,879

MUNICIPAL BONDS: 0.2%

California: 0.1%

836,000

C,S

City of San Diego,
7.125%, due 06/01/32

764,698

764,698

Michigan: 0.1%

1,595,000

Michigan Tobacco
Settlement Finance
Authority,
7.309%, due 06/01/34

1,483,398

1,483,398

Total Municipal Bonds
(Cost $2,440,152)

2,248,096

Total Long-Term Investments
(Cost $1,037,188,649)

1,053,819,059

Value

SHORT-TERM INVESTMENTS: 21.4%

Money Market: 2.8%

29,000,000

**,S

ING Institutional Prime
Money Market Fund

29,000,000

Total Money Market
(Cost $29,000,000)

29,000,000

Principal
Amount

Value

Repurchase Agreement: 0.2%

2,275,000

Goldman Sachs Repurchase
Agreement dated 12/31/07,
4.150%, due 01/02/08,
$2,275,525 to be received
upon repurchase
(Collateralized by $2,120,000
Federal Home Loan Mortgage
Corporation, 5.750%, Market
Value plus accrued interest
$2,320,645, due 01/15/12)

2,275,000

Total Repurchase Agreement
(Cost $2,275,000)

2,275,000

Securities Lending Collateral^cc: 18.4%

194,627,493

Bank of New York
Mellon Corp. Institutional
Cash Reserves

194,627,493

Total Securities Lending
Collateral
(Cost $194,627,493)

194,627,493

Total Short-Term Investments
(Cost $225,902,493)

225,902,493

See Accompanying Notes to Financial Statements
80

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

			Value
Total Investments in Securities (Cost $1,263,091,142)*	121.1	%	$	1,279,721,552
Other Assets and Liabilities - Net	(21.1	)		(222,940,980	)
Net Assets	100.0	%	$	1,056,780,572

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

MASTR Mortgage Asset Securitization Transaction, Inc.

# Securities with purchases pursuant to Rule 144A or section 4(2), under the Securities Act of 1933 and may not be resold subject to that rule except to qualified institutional buyers. Unless otherwise noted, these securities have been determined to be liquid under the guidelines established by the Funds' Board of Directors/Trustees.

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

I Illiquid security

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

** Investment in affiliate

^ Interest Only (IO) Security

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

BRL Brazilian Real

* Cost for federal income tax purposes is $1,266,059,411.
Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	50,950,699
Gross Unrealized Depreciation		(37,288,558	)
Net Unrealized Appreciation	$	13,662,141

At December 31, 2007 the following forward foreign currency contracts were outstanding for ING VP Balanced Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For	Value		Unrealized Appreciation/ (Depreciation)
Euro			USD
EUR 2,880,356	Buy	1/14/08	4,218,463		4,212,352	$	(6,110	)
Euro EUR 2,866,132	Buy	1/14/08	4,196,743		4,191,551		(5,191	)
						$	(11,301	)
Brazil Real BRL 960,500	Sell	1/31/08	526,128		536,965	$	(10,838	)
Euro EUR 2,880,356	Sell	1/14/08	4,206,800		4,212,352		(5,552	)
Euro EUR 2,866,132	Sell	1/14/08	4,206,800		4,191,551		15,249
British Pound Sterling GBP 4,075,100	Sell	2/14/08	8,326,978		8,101,672		225,305
						$	224,164

ING VP Balanced Portfolio Open Futures Contracts on December 31, 2007:

Contract Description	Number of Contracts		Notional Market Value			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
90-Day Eurodollar		250	$	59,853,125		03/17/08	$	294,502
90-Day Eurodollar		420		101,335,500		09/15/08		395,749
90-Day Sterling		75		17,723,221		09/17/08		16,144
90-Day Sterling		75		17,754,947		12/17/08		27,911
Australia 10-Year Bond		66		5,661,281		03/17/08		(16,944	)
Canada 10-Year Bond		53		6,171,295		03/19/08		(41,296	)
Euro-Bund		34		5,622,674		03/06/08		(120,790	)
Euro-Schatz		93		14,053,270		03/06/08		(67,235	)
Long Gilt		27		5,924,457		03/27/08		(23,801	)
Russell Mini		1		77,220		03/20/08		1,618
S&P 500		3		1,107,900		03/19/08		(9,368	)
S&P Mid 400 E-Mini		13		1,124,240		03/20/08		(2,945	)
U.S. Treasury 2-Year Note		103		21,655,750		03/31/08		111,773
U.S. Treasury 5-Year Note		177		19,519,781		03/31/08		14,768
							$	580,086
Short Contracts
90-Day Eurodollar		420	$	(101,167,500	)	09/14/09	$	(456,643	)
90-Day Sterling		75		(17,758,679	)	09/16/09		(40,971	)
90-Day Sterling		75		(17,747,482	)	12/16/09		(35,311	)
Fed Fund 30-Day		53		(21,216,051	)	03/31/08		(79,124	)
Fed Fund 30-Day		55		(22,034,992	)	04/30/08		(96,619	)
Fed Fund 30-Day		43		(17,255,130	)	05/30/08		(126,780	)
U.S. Treasury 10-Year Note		38		(4,308,844	)	03/19/08		(54,720	)
U.S. Treasury Long Bond		26		(3,025,750	)	03/19/08		(64,253	)
							$	(954,421	)

ING VP Balanced Portfolio Interest Rate Swap Agreements Outstanding on December 31, 2007:

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 4.04221% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Citibank N.A., New York	12/13/09	USD	21,865,000	$	64,316
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 4.80031% Counterparty: Citibank N.A., New York	12/13/17	USD	5,226,000		(51,721	)
				$	12,595

See Accompanying Notes to Financial Statements
81

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

ING VP Balanced Portfolio Credit Default Swap Agreements Outstanding on December 31, 2007:

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date		Notional Amount		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	Alcoa Inc. 5.375%, 01/15/13	Buy		(0.390	)%	09/20/12	USD		809,000	$	2,346
Citibank N.A., New York	Alcoa Inc. 5.375%, 01/15/13	Buy		(0.570	)%	12/20/17	USD		2,022,000		10,409
JPMorgan
Chase Bank N.A., New York	Alcoa Inc. 5.375%, 01/15/13	Buy		(0.430	)%	09/20/12	USD		438,000		518
Lehman Brothers Special Financing Inc.	Alcoa Inc. 5.375%, 01/15/13	Buy		(0.400	)%	09/20/12	USD		876,000		2,165
UBS AG	Australia and New Zealand Banking Group 4.450%, 02/05/15	Buy		(0.350	)%	09/20/17	USD		720,000		3,566
UBS AG	Australia and New Zealand Banking Group 4.450%, 02/05/15	Buy		(0.510	)%	09/20/17	USD		661,000		10,217
Citibank N.A., New York	Bank of Scotland 5.125%, 12/05/13	Buy		(0.320	)%	09/20/17	USD		928,000		45,095
Citibank N.A., New York	Bank of Scotland 5.125%, 12/05/13	Buy		(0.660	)%	09/20/17	USD		938,000		21,306
Citibank N.A., New York	Bank of Scotland 5.125%, 12/05/13	Buy		(0.650	)%	09/20/17	USD		436,000		10,235
UBS AG	Bank of Scotland 5.125%, 12/05/13	Buy		(0.410	)%	09/20/17	USD		720,000		30,055
Merrill Lynch International	Belo Corp. 7.750%, 06/01/27	Buy		(2.050	)%	12/20/17	USD		812,000		21,433
Citibank N.A., New York	Belo Corp. 8.000%, 11/01/08	Buy		(0.930	)%	09/20/12	USD		482,000		19,852
Citibank N.A., New York	Belo Corp. 8.000%, 11/01/08	Buy		(1.400	)%	09/20/14	USD		484,000		21,009
Citibank N.A., New York	BNP Paribas 5.250%, 12/17/12	Buy		(0.250	)%	09/20/17	USD		928,000		15,198
Citibank N.A., New York	BNP Paribas 5.250%, 12/17/12	Buy		(0.520	)%	09/20/17	USD		194,000		(921	)
Citibank N.A., New York	BNP Paribas 5.250%, 12/17/12	Buy		(0.520	)%	09/20/17	USD		436,000		(2,069	)
Citibank N.A., New York	CDX.EM.6 Index	Buy		(1.400	)%	12/20/11	USD		1,455,000		27,780
Citibank N.A., New York	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD		2,488,000		(39,614	)
Citibank N.A., New York	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD		2,500,000		(61,962	)
Citibank N.A., New York	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD		629,000		(2,043	)
UBS AG	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD		2,024,000		(47,206	)
UBS AG	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD		1,532,000		(10,324	)
UBS AG	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD		1,979,501		(42,204	)
UBS AG	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD		1,557,000		(5,099	)
UBS AG	CDX.NA.HY.8 Index	Buy		(2.750	)%	06/20/12	USD		1,917,000		(352	)
UBS AG	CDX.NA.HY.8 Index	Sell		2.750	%	06/20/12	USD		1,866,000		40,947
Lehman Brothers Special Financing Inc.	CDX.NA.HY.8 Index (15-25% Tranche)	Buy		(4.750	)%	06/20/12	USD		2,599,000		76,847
Citibank N.A., New York	CDX.NA.HY.9 Index	Buy		(3.750	)%	12/20/12	USD		3,271,000		112,989
UBS AG	CDX.NA.HY.9 Index	Buy		(3.750	)%	12/20/12	USD		2,757,000		34,112
Lehman Brothers Special Financing Inc.	CDX.NA.HY.9 Index (15-25% Tranche)	Sell		7.050	%	12/20/12	USD		1,299,000		(7,950	)
Lehman Brothers Special Financing Inc.	CDX.NA.HY.9 Index (15-25% Tranche)	Sell		6.500	%	12/20/12	USD		1,577,000		(45,039	)
Lehman Brothers Special Financing Inc.	CDX.NA.HY.9 Index (35-60% Tranche)	Sell		1.950	%	12/20/12	USD		1,577,000		(72,000	)
Lehman Brothers Special Financing Inc.	CDX.NA.HY.9 Index (35-60% Tranche)	Sell		2.600	%	12/20/12	USD		2,926,000		(50,096	)
Citibank N.A., New York	CDX.NA.IG.9 Index	Buy		(0.600	)%	12/20/12	USD		1,000,000		1,799
Lehman Brothers Special Financing Inc.	CDX.NA.IG.9 Index	Buy		(0.600	)%	12/20/12	USD		3,066,000		8,614
Goldman Sachs International	CDX.NA.IG.HVOL.9 Index	Buy		(1.400	)%	12/20/12	USD		8,585,000		33,014
Lehman Brothers Special Financing Inc.	CDX.NA.IG.HVOL.9 Index	Buy		(1.400	)%	12/20/12	USD		8,760,000		33,005
Lehman Brothers Special Financing Inc.	CDX.NA.IG.HVOL.9 Index	Buy		(1.400	)%	12/20/12	USD		8,760,000		33,645

See Accompanying Notes to Financial Statements
82

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date		Notional Amount		Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.730	)%	09/20/12	USD		1,134,000	$	(8,810	)
Citibank N.A., New York	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.720	)%	09/20/12	USD		194,000		(1,424	)
Merrill Lynch International	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.740	)%	09/20/12	USD		432,000		(3,541	)
Citibank N.A., New York	CMS Energy Corp. 6.875%, 12/15/15	Sell		0.820	%	03/20/12	USD		190,000		(2,627	)
Merrill Lynch International	CMS Energy Corp. 6.875%, 12/15/15	Sell		0.840	%	03/20/12	USD		1,020,000		(13,326	)
Citibank N.A., New York	Computer Sciences Corp. 5.000%, 02/15/13	Buy		(0.780	)%	09/20/17	USD		1,687,000		(22,909	)
Lehman Brothers Special Financing Inc.	Countrywide Home Loan 4.000%, 03/22/11	Sell		8.700	%	12/20/12	USD		83,000		(3,404	)
UBS AG	Countrywide Home Loan 4.000%, 03/22/11	Sell		9.000	%	12/20/12	USD		83,000		(2,749	)
Citibank N.A., New York	Darden Restaurants Inc. 7.125%, 02/01/16	Buy		(0.610	)%	12/20/12	USD		207,000		2,157
Morgan Stanley Capital Services Inc.	Domtar Corp. (Obligation not yet specified)	Buy		(2.650	)%	09/20/11	USD		543,500		(10,920	)
UBS AG	Domtar Corp. (Obligation not yet specified)	Sell		2.600	%	09/20/11	USD		542,000		9,985
Barclays Bank PLC	Federative Republic of Brazil 12.250%, 03/06/30	Sell		0.240	%	06/20/08	USD		2,799,000		(1,768	)
Barclays Bank PLC	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.725	)%	06/20/12	USD		979,000		8,085
Barclays Bank PLC	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(1.600	)%	08/20/12	USD		800,000		(21,438	)
Citibank N.A., New York	Federative Republic of Brazil 12.250%, 03/06/30	Sell		0.240	%	07/20/08	USD		1,970,000		(1,459	)
Citibank N.A., New York	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.740	)%	07/20/12	USD		492,000		4,004
Lehman Brothers Special Financing Inc.	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.800	)%	07/20/12	USD		884,000		5,162
UBS AG	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.780	)%	07/20/12	USD		2,037,500		13,565
UBS AG	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.860	)%	08/20/12	USD		568,000		2,156
UBS AG	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(1.150	)%	08/20/12	USD		1,376,000		(11,110	)
Citibank N.A., New York	First Data Corp. 4.700%, 08/01/13	Buy		(5.350	)%	12/20/12	USD		990,000		17,457
Citibank N.A., New York	First Data Corp. 4.700%, 08/01/13	Buy		(5.900	)%	12/20/17	USD		559,000		12,090
Lehman Brothers Special Financing Inc.	First Data Corp. 4.700%, 08/01/13	Buy		(5.450	)%	12/20/12	USD		812,000		11,242
Merrill Lynch International	First Data Corp. 4.700%, 08/01/13	Buy		(5.450	)%	12/20/12	USD		1,219,000		16,878
Citibank N.A., New York	Ford Motor Co. 6.500%, 08/01/18	Sell		6.100	%	12/20/12	USD		417,000		(24,019	)
Barclays Bank PLC	Gannett Co. 6.375%, 04/01/12	Buy		(0.780	)%	09/20/14	USD		765,000		8,040
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.690	)%	06/20/14	USD		1,101,000		15,852
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.860	)%	09/20/14	USD		499,000		2,972
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.770	)%	09/20/14	USD		484,000		5,362
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.810	)%	09/20/14	USD		484,000		4,260
Barclays Bank PLC	Georgia-Pacific Corp. 7.750%, 11/15/29	Sell		3.000	%	09/20/12	USD		406,000		(6,384	)
UBS AG	Georgia-Pacific Corp. 7.750%, 11/15/29	Sell		3.000	%	09/20/12	USD		152,000		(2,390	)

See Accompanying Notes to Financial Statements
83

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date		Notional Amount		Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(0.600	)%	12/20/12	USD		786,000	$	2,670
Citibank N.A., New York	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(0.960	)%	12/20/12	USD		1,165,000		(14,599	)
Citibank N.A., New York	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(0.640	)%	12/20/12	USD		349,000		568
Lehman Brothers Special Financing Inc.	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(1.030	)%	12/20/12	USD		803,000		(12,550	)
Morgan Stanley Capital Services Inc.	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(1.030	)%	12/20/12	USD		743,000		(11,612	)
Lehman Brothers Special Financing Inc.	Harrah's Operating Co., Inc. 5.625%, 06/01/15	Sell		0.600	%	03/20/08	USD		3,972,000		(17,141	)
UBS AG	HSBC Bank PLC 4.250%, 03/18/16	Buy		(0.400	)%	09/20/17	USD		720,000		14,434
UBS AG	LCDX.NA.8 Index	Buy		(1.200	)%	06/20/12	USD		3,775,921		(7,962	)
UBS AG	LCDX.NA.8 Index	Buy		(1.200	)%	06/20/12	USD		635,945		(6,278	)
UBS AG	LCDX.NA.8 Index	Sell		1.200	%	06/20/12	USD		7,551,843		(157,724	)
UBS AG	LCDX.NA.8 Index	Sell		1.200	%	06/20/12	USD		1,969,800		46,249
Citibank N.A., New York	Lehman Brothers Hldgs. 6.625%, 01/18/12	Buy		(1.100	)%	12/20/12	USD		349,000		1,768
Citibank N.A., New York	Lehman Brothers Hldgs. 6.625%, 01/18/12	Buy		(1.100	)%	12/20/12	USD		349,000		1,768
Barclays Bank PLC	Lloyds TSB Group PLC 5.875%, 07/08/14	Buy		(0.500	)%	12/20/17	USD		373,000		832
Citibank N.A., New York	Louisiana-Pacific Corp. 8.875%, 08/15/10	Buy		(2.000	)%	12/20/12	USD		461,000		11,459
Citibank N.A., New York	Louisiana-Pacific Corp. 8.875%, 08/15/10	Buy		(2.100	)%	12/20/12	USD		829,000		17,135
Morgan Stanley Capital Services Inc.	Louisiana-Pacific Corp. 8.875%, 08/15/10	Buy		(2.230	)%	12/20/12	USD		743,000		11,315
UBS AG	Louisiana-Pacific Corp. 8.875%, 08/15/10	Buy		(2.000	)%	12/20/12	USD		485,000		12,055
Lehman Brothers Special Financing Inc.	Macquarie Bank Ltd. FRN, 09/18/15	Buy		(1.200	)%	12/20/12	USD		2,836,000		(8,145	)
Lehman Brothers Special Financing Inc.	Macquarie Bank Ltd. FRN, 09/18/15	Sell		1.300	%	12/20/17	USD		1,689,000		(2,940	)
Barclays Bank PLC	Merrill Lynch & Co. 5.000%, 01/15/15	Buy		(0.860	)%	09/20/12	USD		1,746,000		32,193
UBS AG	Merrill Lynch & Co. 5.000%, 01/15/15	Buy		(0.830	)%	09/20/12	USD		191,000		3,758
Barclays Bank PLC	Morgan Stanley 6.600%, 04/01/12	Buy		(1.040	)%	12/20/12	USD		745,000		1,097
Citibank N.A., New York	Morgan Stanley 6.600%, 04/01/12	Buy		(1.080	)%	12/20/12	USD		1,165,000		(316	)
Citibank N.A., New York	Norbord Inc. 7.250%, 07/01/12	Sell		2.200	%	06/20/12	USD		193,000		(14,321	)
Citibank N.A., New York	Norbord Inc. 7.250%, 07/01/12	Buy		(2.450	)%	12/20/17	USD		1,108,000		99,993
Credit Suisse International	Norbord Inc. 7.250%, 07/01/12	Buy		(1.450	)%	06/20/14	USD		1,448,000		183,252
UBS AG	Norbord Inc. 7.250%, 07/01/12	Buy		(1.500	)%	06/20/12	USD		193,000		19,199
UBS AG	Norbord Inc. 7.250%, 07/01/12	Buy		(2.400	)%	12/20/17	USD		440,000		41,049
Lehman Brothers Special Financing Inc.	Radian Group Inc. 5.375%, 06/15/15	Sell		3.900	%	09/20/14	USD		1,887,900		(130,993	)
UBS AG	Radian Group Inc. 5.375%, 06/15/15	Buy		(0.850	)%	09/20/14	USD		1,887,900		374,157
Lehman Brothers Special Financing Inc.	Residential Capital LLC 6.500%, 04/17/13	Sell		5.000	%	12/20/12	USD		302,000		4,851
Citibank N.A., New York	Royal Bank of Scotland PLC 6.000%, 05/10/13	Buy		(0.290	)%	09/20/17	USD		928,000		35,422
UBS AG	Royal Bank of Scotland PLC 6.000%, 05/10/13	Buy		(0.400	)%	09/20/17	USD		720,000		21,401
Citibank N.A., New York	Simon Property Group LP 6.350%, 08/28/12	Buy		(0.380	)%	09/20/12	USD		200,000		6,462

See Accompanying Notes to Financial Statements
84

PORTFOLIO OF INVESTMENTS
ING VP BALANCED PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date		Notional Amount		Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York	Societe Generale 6.625%, 04/27/15	Buy		(0.510	)%	09/20/17	USD		194,000	$	(707	)
Citibank N.A., New York	Societe Generale 6.625%, 04/27/15	Buy		(0.510	)%	09/20/17	USD		436,000		(1,588	)
UBS AG	Societe Generale 6.625%, 04/27/15	Buy		(0.380	)%	09/20/17	USD		720,000		4,693
Barclays Bank PLC	Standard Chartered Bank 3.625%, 02/03/17	Buy		(0.750	)%	12/20/17	USD		373,000		220
Citibank N.A., New York	Standard Chartered Bank 3.625%, 02/03/17	Buy		(0.670	)%	09/20/17	USD		194,000		1,285
UBS AG	Standard Chartered Bank 3.625%, 02/03/17	Buy		(0.420	)%	09/20/17	USD		720,000		18,622
Goldman Sachs International	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.040	)%	03/20/14	USD		414,000		1,689
JPMorgan Chase Bank N.A., New York	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.890	)%	03/20/14	USD		905,000		10,907
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		6,074
Morgan Stanley Capital Services Inc.	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.900	)%	03/20/14	USD		793,000		9,136
Morgan Stanley Capital Services Inc.	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.600	)%	09/20/17	USD		811,000		(19,051	)
UBS AG	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.900	)%	03/20/14	USD		847,000		9,758
UBS AG	Toll Bros Finance Corp. 6.875%, 11/15/12	Buy		(1.000	)%	06/20/12	USD		1,756,000		110,498
Citibank N.A., New York	United Mexican States 7.500%, 04/08/33	Sell		0.160	%	07/20/08	USD		2,986,000		(310	)
Citibank N.A., New York	United Mexican States 7.500%, 04/08/33	Buy		(0.355	)%	07/20/12	USD		373,000		4,519
UBS AG	United Mexican States 7.500%, 04/08/33	Buy		(0.620	)%	08/20/12	USD		1,453,000		2,227
Bear Stearns Credit Products Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.280	)%	03/20/14	USD		2,475,000		9,549
Bear Stearns Credit Products Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.380	)%	03/20/17	USD		990,000		4,120
Merrill Lynch International	Washington Mutual, Inc. 5.250%, 09/15/17	Buy		(3.150	)%	12/20/12	USD		1,752,000		64,557
UBS AG	Westpac Banking Corp. 5.875%, 04/29/18	Buy		(0.350	)%	09/20/17	USD		720,000		19,535
UBS AG	Westpac Banking Corp. 5.875%, 04/29/18	Buy		(0.510	)%	09/20/17	USD		661,000		9,864
Citibank N.A., New York	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.580	)%	03/20/14	USD		157,000		3,797
JPMorgan Chase Bank N.A., New York	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.640	)%	03/20/14	USD		974,000		20,438
Lehman Brothers Special Financing Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.570	)%	03/20/14	USD		905,000		22,367
Morgan Stanley Capital Services Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.600	)%	03/20/14	USD		1,644,000		38,002
Morgan Stanley Capital Services Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.880	)%	03/20/17	USD		909,000		18,255
Barclays Bank PLC	Weyerhaeuser Co. 7.125%, 07/15/23	Sell		0.780	%	09/20/12	USD		874,000		(4,897	)
Lehman Brothers Special Financing Inc.	Weyerhaeuser Co. 7.125%, 07/15/23	Sell		0.780	%	09/20/12	USD		740,000		(4,146	)
Lehman Brothers Special Financing Inc.	Weyerhaeuser Co. 7.125%, 07/15/23	Sell		0.770	%	09/20/12	USD	��	1,840,000		(11,090	)
UBS AG	Weyerhaeuser Co. 7.125%, 07/15/23	Sell		0.790	%	09/20/12	USD		606,000		(3,138	)
Citibank N.A., New York	Williams Partners LP 7.500%, 06/15/11	Sell		1.030	%	03/20/12	USD		1,036,947		12,467
UBS AG	XL Capital Assurance Inc. (no specified obligation)	Buy		(6.400	)%	12/20/12	USD		247,000		(2,398	)
UBS AG	XL Capital Ltd. 5.250%, 09/15/14	Buy		(0.610	)%	09/20/16	USD		1,025,000		45,381
UBS AG	XL Capital Ltd. 5.250%, 09/15/14	Buy		(0.610	)%	09/20/16	USD		2,050,000		90,761
										$	1,280,168

See Accompanying Notes to Financial Statements
85

PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 97.0%
			Aerospace/Defense: 1.1%
	324,300	@,L	BE Aerospace, Inc.	$	17,155,470
	177,450		United Technologies Corp.		13,582,023
					30,737,493
			Agriculture: 2.5%
	940,438		Altria Group, Inc.		71,078,304
					71,078,304
			Apparel: 0.3%
	156,250		Nike, Inc.		10,037,500
					10,037,500
			Banks: 4.6%
	780,755		Bank of America Corp.		32,213,951
	174,465		Bank of New York Mellon Corp.		8,506,913
	227,850	L	Cullen/Frost Bankers, Inc.		11,542,881
	345,400		PNC Financial Services Group, Inc.		22,675,510
	348,300		State Street Corp.		28,281,960
	799,700		US Bancorp.		25,382,478
					128,603,693
			Beverages: 1.7%
	119,200		Anheuser-Busch Cos., Inc.		6,238,928
	329,200		Coca-Cola Co.		20,203,004
	276,150		PepsiCo, Inc.		20,959,785
					47,401,717
			Chemicals: 1.0%
	282,000		Air Products & Chemicals, Inc.		27,813,660
					27,813,660
			Computers: 2.6%
	171,200	@	Apple, Inc.		33,911,296
	1,054,200	@,L	Dell, Inc.		25,838,442
	591,950	L	Seagate Technology, Inc.		15,094,725
	2,600		Seagate Technology, Inc.-Escrow		—
					74,844,463
			Cosmetics/Personal Care: 2.4%
	906,692		Procter & Gamble Co.		66,569,327
					66,569,327
			Diversified Financial Services: 6.7%
	151,400	L	Bear Stearns Cos., Inc.		13,361,050
	1,055,476	L	Citigroup, Inc.		31,073,213
	1,377,250		Invesco Ltd.		43,218,105
	998,950		JPMorgan Chase & Co.		43,604,168
	309,800	@@,L	Lazard Ltd.		12,602,664
	581,000	L	Lehman Brothers Holdings, Inc.		38,020,640
	347,600	@,L	TD Ameritrade Holding Corp.		6,972,856
					188,852,696
			Electric: 3.3%
	321,500		Exelon Corp.		26,247,260
	824,150	@,L	NRG Energy, Inc.		35,718,661
	398,100	L	NSTAR		14,419,182
	406,500		PG&E Corp.		17,516,085
					93,901,188

Shares				Value
			Environmental Control: 1.4%
	1,206,550		Waste Management, Inc.	$	39,417,989
					39,417,989
			Food: 1.2%
	1,039,083		Kraft Foods, Inc.		33,905,278
					33,905,278
			Healthcare-Products: 4.7%
	1,383,260		Johnson & Johnson		92,263,442
	986,600	@	St. Jude Medical, Inc.		40,095,424
					132,358,866
			Healthcare-Services: 1.1%
	345,647	@,W,L	Covance, Inc.		29,939,943
					29,939,943
			Holding Companies-Diversified: 0.9%
	723,100	@,@@	GEA Group AG		24,774,666
					24,774,666
			Home Furnishings: 0.3%
	316,350	L	Tempur-Pedic International, Inc.		8,215,610
					8,215,610
			Household Products/Wares: 0.5%
	207,350		Kimberly-Clark Corp.		14,377,649
					14,377,649
			Insurance: 4.7%
	355,300		American International Group, Inc.		20,713,990
	432,800	L	Assurant, Inc.		28,954,320
	1,108,450	L	MBIA, Inc.		20,650,424
	375,700	L	Principal Financial Group, Inc.		25,863,188
	472,000		Protective Life Corp.		19,361,440
	333,100		Travelers Cos., Inc.		17,920,780
					133,464,142
			Internet: 3.1%
	127,000	@	Google, Inc.-Class A		87,817,960
					87,817,960
			Investment Companies: 0.4%
	692,262		KKR Private Equity Investors LP		12,571,478
					12,571,478
			Media: 2.4%
	1,957,750		News Corp.-Class A		40,114,298
	562,900		Time Warner, Inc.		9,293,479
	540,100	L	Walt Disney Co.		17,434,428
					66,842,205
			Metal Fabricate/Hardware: 1.4%
	291,300		Precision Castparts Corp.		40,403,310
					40,403,310
			Mining: 2.0%
	739,900		Alcoa, Inc.		27,043,345
	290,400		Freeport-McMoRan Copper & Gold, Inc.		29,748,576
					56,791,921

See Accompanying Notes to Financial Statements
86

PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Miscellaneous Manufacturing: 4.7%
	834,850	L	Cooper Industries Ltd.	$	44,146,868
	1,479,231		General Electric Co.		54,835,093
	545,996		Roper Industries, Inc.		34,146,590
					133,128,551
			Oil & Gas: 9.4%
	285,100		Apache Corp.		30,659,654
	1,382,715		ExxonMobil Corp.		129,546,568
	194,580	@@	Royal Dutch Shell PLC ADR		16,381,541
	507,700		Sunoco, Inc.		36,777,788
	245,750		Tesoro Petroleum Corp.		11,722,275
	762,688		XTO Energy, Inc.		39,171,656
					264,259,482
			Oil & Gas Services: 2.1%
	1,065,300		BJ Services Co.		25,844,178
	653,827		Halliburton Co.		24,786,582
	102,300		Schlumberger Ltd.		10,063,251
					60,694,011
			Pharmaceuticals: 6.3%
	1,110,150		Abbott Laboratories		62,334,923
	166,598	@	Gilead Sciences, Inc.		7,665,174
	554,300	@,L	Hospira, Inc.		23,635,352
	997,400		Merck & Co., Inc.		57,958,914
	580,950	@@,L	Teva Pharmaceutical Industries Ltd. ADR		27,002,556
					178,596,919
			Retail: 4.7%
	871,900	@,L	Aeropostale, Inc.		23,105,350
	599,200		CVS Caremark Corp.		23,818,200
	633,550	L	Home Depot, Inc.		17,067,837
	321,700	@,L	Kohl's Corp.		14,733,860
	845,100	L	Liz Claiborne, Inc.		17,197,785
	171,350		McDonald's Corp.		10,094,229
	470,150		TJX Cos., Inc.		13,507,410
	252,200		Wal-Mart Stores, Inc.		11,987,066
					131,511,737
			Savings & Loans: 0.5%
	736,550	L	People's United Financial, Inc.		13,110,590
					13,110,590
			Semiconductors: 5.0%
	2,784,350		Intel Corp.		74,230,766
	1,062,050		Maxim Integrated Products		28,123,084
	3,966,998	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		39,511,300
					141,865,150
			Software: 5.9%
	493,350	@,L	Adobe Systems, Inc.		21,080,846
	3,237,011	L	Microsoft Corp.		115,237,592
	1,284,550	@	Oracle Corp.		29,005,139
					165,323,577
			Telecommunications: 7.0%
	1,216,350		AT&T, Inc.		50,551,506
	1,990,450	@	Cisco Systems, Inc.		53,881,482
	1,069,050		Qualcomm, Inc.		42,067,118

Value

2,210,700

@,L

Qwest Communications
International, Inc.

15,497,007

806,600

Verizon
Communications, Inc.

35,240,354

197,237,467

Toys/Games/Hobbies: 1.1%

53,000

Nintendo Co., Ltd.

31,119,055

31,119,055

Total Common Stock
(Cost $2,420,852,039)

2,737,567,597

Principal
Amount

Value

RIGHTS: 0.0%

Electric: 0.0%

20,000,000

Mirant Corp.-Escrow,
due 06/15/21

—

10,000,000

Southern Energy Escrow,
due 07/15/09

—

Total Rights
(Cost $—)

—

Total Long-Term Investments
(Cost $2,420,852,039)

2,737,567,597

Value

SHORT-TERM INVESTMENTS: 14.2%

Mutual Fund: 2.1%

59,925,000

**,S

ING Institutional Prime
Money Market Fund

59,925,000

Total Mutual Fund
(Cost $59,925,000)

59,925,000

Principal Amount			Value
		Repurchase Agreement: 0.2%
$	5,682,000	Deutsche Bank Repurchase Agreement dated 12/31/07, 4.250%, due 01/02/08, $5,683,342 to be received upon repurchase (Collateralized by $5,804,000 Federal Home Loan Bank, Discount Note, Market Value $5,796,455, due 01/11/08)		5,682,000
Total Repurchase Agreement (Cost $5,682,000)				5,682,000

See Accompanying Notes to Financial Statements
87

PORTFOLIO OF INVESTMENTS
ING VP GROWTH AND INCOME PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount			Value
		Securities Lending Collateral^cc: 11.9%
$	336,741,398	Bank of New York Mellon Corp. Institutional Cash Reserves	$	336,741,398
Total Securities Lending Collateral (Cost $336,741,398)				336,741,398
Total Short-Term Investments (Cost $402,348,398)				402,348,398

Total Investments in Securities (Cost $2,823,200,437)*	111.2	%	$	3,139,915,995
Other Assets and Liabilities - Net	(11.2	)		(317,420,997	)
Net Assets	100.0	%	$	2,822,494,998

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

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

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

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

** Investment in affiliate

* Cost for federal income tax purposes is $2,840,254,096
Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	392,250,994
Gross Unrealized Depreciation		(92,589,095	)
Net Unrealized Appreciation	$	299,661,899

ING VP Growth and Income Portfolio Open Futures Contracts on December 31, 2007:

Contract Description	Number of Contracts		Notional Market Value		Expiration Date	Unrealized Depreciation
Long Contracts
S&P 500		55	$	20,311,500	03/19/08	$	(272,929	)
						$	(272,929	)

See Accompanying Notes to Financial Statements
88

PORTFOLIO OF INVESTMENTS
ING VP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 98.2%
			Aerospace/Defense: 6.7%
	11,000		Goodrich Corp.	$	776,710
	21,200		L-3 Communications Holdings, Inc.		2,245,928
	52,200		Lockheed Martin Corp.		5,494,572
	28,600		Northrop Grumman Corp.		2,249,104
					10,766,314
			Apparel: 2.6%
	64,000		Nike, Inc.		4,111,360
					4,111,360
			Banks: 0.5%
	5,400	@@	Uniao de Bancos Brasileiros SA GDR		754,056
					754,056
			Beverages: 5.4%
	60,600		Anheuser-Busch Cos., Inc.		3,171,804
	79,300		Pepsi Bottling Group, Inc.		3,129,178
	31,200		PepsiCo, Inc.		2,368,080
					8,669,062
			Biotechnology: 5.3%
	43,800	@	Invitrogen Corp.		4,091,358
	290,800	@	Millennium Pharmaceuticals, Inc.		4,356,184
					8,447,542
			Chemicals: 7.7%
	21,800		CF Industries Holdings, Inc.		2,399,308
	16,800	@	Mosaic Co.		1,584,912
	33,700	@@	Potash Corp. of Saskatchewan		4,851,452
	62,300		Sigma-Aldrich Corp.		3,401,580
					12,237,252
			Commercial Services: 0.8%
	14,200	@	ITT Educational Services, Inc.		1,210,834
					1,210,834
			Computers: 4.9%
	29,100	@	Apple, Inc.		5,764,128
	84,200		Seagate Technology, Inc.		2,147,100
					7,911,228
			Diversified Financial Services: 2.6%
	39,600		Federated Investors, Inc.		1,629,936
	11,700		Goldman Sachs Group, Inc.		2,516,085
					4,146,021
			Electric: 0.6%
	10,100		Constellation Energy Group, Inc.		1,035,553
					1,035,553
			Electronics: 2.6%
	47,600		Applera Corp. - Applied Biosystems Group		1,614,592
	205,700	@,@@	Flextronics International Ltd.		2,480,742
					4,095,334
			Food: 1.7%
	18,000		General Mills, Inc.		1,026,000
	45,500	@@	Unilever NV ADR		1,658,930
					2,684,930

Shares				Value
			Healthcare-Services: 8.9%
	96,500		Aetna, Inc.	$	5,570,945
	38,700	@	Coventry Health Care, Inc.		2,292,975
	83,400	@	Humana, Inc.		6,280,854
					14,144,774
			Household Products/Wares: 1.5%
	18,400	@	Fossil, Inc.		772,432
	22,900		Kimberly-Clark Corp.		1,587,886
					2,360,318
			Insurance: 1.7%
	22,400	@@	Axis Capital Holdings Ltd.		872,928
	6,800	@@	Everest Re Group Ltd.		682,720
	6,800	@@	RenaissanceRe Holdings Ltd.		409,632
	15,000		Travelers Cos., Inc.		807,000
					2,772,280
			Internet: 5.4%
	60,000	@	Amazon.com, Inc.		5,558,400
	96,100	@	Expedia, Inc.		3,038,682
					8,597,082
			Miscellaneous Manufacturing: 4.4%
	16,700		Eaton Corp.		1,619,065
	51,100		Parker Hannifin Corp.		3,848,341
	10,400	@@	Siemens AG ADR		1,636,544
					7,103,950
			Oil & Gas: 9.9%
	50,000		Chevron Corp.		4,666,500
	6,800	@@	Encana Corp.		462,128
	45,500		ExxonMobil Corp.		4,262,895
	69,100	@@	Petro-Canada		3,705,142
	19,900	@@	Royal Dutch Shell PLC ADR		1,675,580
	7,065	@	Transocean, Inc.		1,011,355
					15,783,600
			Pharmaceuticals: 4.3%
	72,400	@	Express Scripts, Inc.		5,285,200
	38,700	@@	Herbalife Ltd.		1,558,836
					6,844,036
			Retail: 0.9%
	12,600	@	Autozone, Inc.		1,510,866
					1,510,866
			Savings & Loans: 0.5%
	55,600		Hudson City Bancorp., Inc.		835,112
					835,112
			Semiconductors: 6.3%
	211,700		Intel Corp.		5,643,922
	128,200	@	Nvidia Corp.		4,361,364
					10,005,286
			Software: 7.1%
	87,100	@	BMC Software, Inc.		3,104,244
	191,600		CA, Inc.		4,780,420
	96,900		Microsoft Corp.		3,449,640
					11,334,304

See Accompanying Notes to Financial Statements
89

PORTFOLIO OF INVESTMENTS
ING VP GROWTH PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Value

Telecommunications: 5.9%

9,000

China Mobile Ltd. ADR

781,830

74,100

Harris Corp.

4,644,588

81,700

Nokia OYJ ADR

3,136,463

29,000

Turkcell Iletisim Hizmet AS ADR

799,530

9,362,411

Total Common Stock
(Cost $150,452,736)

156,723,505

EXCHANGE-TRADED FUNDS: 1.9%

Exchange-Traded Funds: 1.9%

26,000

Financial Select Sector SPDR Fund

752,180

36,700

iShares Russell 1000 Growth

2,230,626

Total Exchange-Traded Funds
(Cost $3,077,807)

2,982,806

Total Long-Term Investments
(Cost $153,530,543)

159,706,311

SHORT-TERM INVESTMENTS: 0.5%

Mutual Fund: 0.3%

525,000

ING Institutional Prime Money
Market Fund

525,000

Total Mutual Fund
(Cost $525,000)

525,000

Principal Amount			Value
REPURCHASE AGREEMENT: 0.2%
$	321,000	Morgan Stanley Repurchase Agreement dated 12/31/07, 4.250%, due 01/02/08, $321,076 to be received upon repurchase (Collateralized by $330,000 Federal Home Loan Bank, Discount Note, Market Value $329,373, due 01/16/08)		321,000
Total Repurchase Agreement (Cost $321,000)				321,000
Total Short-Term Investments (Cost $846,000)				846,000

Total Investments in Securities (Cost $154,376,543)*	100.6	%	$	160,552,311
Other Assets and Liabilities - Net	(0.6	)		(956,886	)
Net Assets	100.0	%	$	159,595,425

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

GDR Global Depositary Receipt

** Investment in affiliate

* Cost for federal income tax purposes is $154,627,938

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	8,221,594
Gross Unrealized Depreciation		(2,297,221	)
Net Unrealized Appreciation	$	5,924,373

See Accompanying Notes to Financial Statements
90

PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 91.8%
			Advertising: 0.3%
	60,200	@	inVentiv Health, Inc.	$	1,863,792
					1,863,792
			Aerospace/Defense: 2.4%
	92,800	L	DRS Technologies, Inc.		5,036,256
	123,700	@,L	Moog, Inc.		5,666,697
	69,300	@	Teledyne Technologies, Inc.		3,695,769
					14,398,722
			Apparel: 0.9%
	134,522	@,@@,L	Gildan Activewear, Inc.		5,536,926
					5,536,926
			Auto Parts & Equipment: 0.3%
	143,400	L	ArvinMeritor, Inc.		1,682,082
					1,682,082
			Banks: 5.5%
	525,114	L	Bank Mutual Corp.		5,550,455
	143,050	L	Boston Private Financial Holdings, Inc.		3,873,794
	112,825		Chittenden Corp.		4,018,827
	244,950		FirstMerit Corp.		4,901,450
	152,869	L	Prosperity Bancshares, Inc.		4,492,820
	131,100	@	Signature Bank		4,424,625
	73,702	L	UMB Financial Corp.		2,827,209
	126,200	L	Whitney Holding Corp.		3,300,130
					33,389,310
			Biotechnology: 1.0%
	580,800	@,L	Human Genome Sciences, Inc.		6,063,552
					6,063,552
			Chemicals: 3.5%
	107,300		Albemarle Corp.		4,426,125
	65,800		Cytec Industries, Inc.		4,051,964
	144,800		Hercules, Inc.		2,801,880
	78,000	@,L	Terra Industries, Inc.		3,725,280
	163,500	L	UAP Holding Corp.		6,311,100
					21,316,349
			Commercial Services: 3.2%
	32,900	@,L	Advisory Board Co.		2,111,851
	87,000	L	Arbitron, Inc.		3,616,590
	48,200	@,L	Exponent, Inc.		1,303,328
	79,200	@,L	FTI Consulting, Inc.		4,881,888
	195,000	@,L	Geo Group, Inc.		5,460,000
	125,200	@,L	TrueBlue, Inc.		1,812,896
					19,186,553
			Computers: 3.3%
	96,100	@,L	CACI International, Inc.		4,302,397
	254,000	@	Electronics for Imaging		5,709,920
	108,200	@,@@,L	Logitech International		3,964,448
	311,000	@,L	Mentor Graphics Corp.		3,352,580
	34,700	@,L	Micros Systems, Inc.		2,434,552
					19,763,897
			Distribution/Wholesale: 1.2%
	245,560	@,L	Brightpoint, Inc.		3,771,802
	80,713	L	Owens & Minor, Inc.		3,424,653
					7,196,455

Shares				Value
			Diversified Financial Services: 3.4%
	38,475	@,L	GFI Group, Inc.	$	3,682,827
	54,500	L	Greenhill & Co., Inc.		3,623,160
	104,550	@	Investment Technology Group, Inc.		4,975,535
	86,712	@,L	Piper Jaffray Cos.		4,016,500
	122,803		Waddell & Reed Financial, Inc.		4,431,960
					20,729,982
			Electric: 2.0%
	81,600	L	Idacorp, Inc.		2,873,952
	41,000	L	ITC Holdings Corp.		2,313,220
	245,000		Portland General Electric Co.		6,806,098
					11,993,270
			Electrical Components & Equipment: 1.7%
	156,600	@,L	Advanced Energy Industries, Inc.		2,048,328
	87,700	W	Ametek, Inc.		4,107,868
	209,000	@,L	Greatbatch, Inc.		4,177,910
					10,334,106
			Electronics: 2.7%
	212,600	@,L	Benchmark Electronics, Inc.		3,769,398
	95,500	@,L	Cymer, Inc.		3,717,815
	213,200	@	NU Horizons Electronics Corp.		1,481,740
	61,000	@	Thomas & Betts Corp.		2,991,440
	69,500	@	Varian, Inc.		4,538,350
					16,498,743
			Environmental Control: 1.1%
	219,900	@,L	Waste Connections, Inc.		6,794,910
					6,794,910
			Food: 1.5%
	149,800		Corn Products International, Inc.		5,505,150
	119,800	L	Pilgrim's Pride Corp.		3,468,210
					8,973,360
			Forest Products & Paper: 0.3%
	78,500	@@,L	AbitibiBowater, Inc.		1,617,885
					1,617,885
			Gas: 2.6%
	84,400	L	New Jersey Resources Corp.		4,221,688
	207,100		Vectren Corp.		6,007,971
	162,600		WGL Holdings, Inc.		5,326,776
					15,556,435
			Hand/Machine Tools: 0.6%
	85,000		Regal-Beloit Corp.		3,820,750
					3,820,750
			Healthcare-Products: 2.3%
	183,300	@,L	Accuray, Inc.		2,789,826
	82,900	L	Cooper Cos., Inc.		3,150,200
	12,987	@,L	Luminex Corp.		210,909
	176,400	@,L	Micrus Endovascular Corp.		3,471,552
	144,000	@,L	Spectranetics Corp.		2,207,520
	153,510	@,L	Volcano Corp.		1,920,410
					13,750,417

See Accompanying Notes to Financial Statements
91

PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			Healthcare-Services: 3.3%
	51,400	@,L	Healthways, Inc.	$	3,003,816
	134,600	@	Magellan Health Services, Inc.		6,276,398
	154,700	@,L	Psychiatric Solutions, Inc.		5,027,750
	116,200		Universal Health Services, Inc.		5,949,440
					20,257,404
			Household Products/Wares: 0.3%
	72,909	@,L	Jarden Corp.		1,721,381
					1,721,381
			Housewares: 0.9%
	101,300	L	Toro Co.		5,514,772
					5,514,772
			Insurance: 4.1%
	142,504	@@,L	Aspen Insurance Holdings Ltd.		4,109,815
	126,700	@@,L	Assured Guaranty Ltd.		3,362,618
	200,440	@	First Mercury Financial Corp.		4,890,736
	114,650	@@,L	Platinum Underwriters Holdings Ltd.		4,076,954
	67,050	@,L	ProAssurance Corp.		3,682,386
	201,675		Selective Insurance Group		4,636,508
					24,759,017
			Internet: 2.2%
	161,400	@,L	Cogent Communications Group, Inc.		3,826,794
	309,900	@,L	Trizetto Group		5,382,963
	245,800	@,L	Websense, Inc.		4,173,684
					13,383,441
			Leisure Time: 0.7%
	88,500	@, L	Life Time Fitness, Inc.		4,396,680
					4,396,680
			Machinery-Diversified: 2.6%
	106,200	@	Gardner Denver, Inc.		3,504,600
	85,500		Nordson Corp.		4,955,580
	48,400	L	Tennant Co.		2,143,636
	151,700		Wabtec Corp.		5,224,548
					15,828,364
			Media: 0.9%
	239,600	L	Entercom Communications Corp.		3,280,124
	259,500	L	GateHouse Media, Inc.		2,278,410
					5,558,534
			Metal Fabricate/Hardware: 0.7%
	135,200		Commercial Metals Co.		3,981,640
					3,981,640
			Miscellaneous Manufacturing: 0.9%
	164,400		Barnes Group, Inc.		5,489,316
					5,489,316
			Oil & Gas: 3.3%
	119,300	@,L	Carrizo Oil & Gas, Inc.		6,531,675
	54,600	@	Denbury Resources, Inc.		1,624,350
	298,600	@,L	EXCO Resources, Inc.		4,622,328
	220,600	@,L	Parallel Petroleum Corp.		3,889,178
	66,300	@	Unit Corp.		3,066,375
					19,733,906

Shares				Value
			Oil & Gas Services: 1.8%
	113,400	@,L	Cal Dive International, Inc.	$	1,501,416
	21,500	@,L	Core Laboratories NV		2,681,480
	151,796	@,L	Global Industries Ltd.		3,251,470
	224,900	@,L	Tetra Technologies, Inc.		3,501,693
					10,936,059
			Packaging & Containers: 1.6%
	159,700	@	Crown Holdings, Inc.		4,096,305
	106,000	L	Silgan Holdings, Inc.		5,505,640
					9,601,945
			Pharmaceuticals: 4.1%
	312,700	@,L	Akorn, Inc.		2,295,218
	144,400	@,L	BioMarin Pharmaceuticals, Inc.		5,111,760
	144,100	@,L	Cubist Pharmaceuticals, Inc.		2,955,491
	265,100	@,L	MannKind Corp.		2,110,196
	315,700	@,L	Salix Pharmaceuticals Ltd.		2,487,716
	203,800	@,L	Sciele Pharma, Inc.		4,167,710
	31,400	@,L	United Therapeutics Corp.		3,066,210
	79,400	@,L	USANA Health Sciences, Inc.		2,944,152
					25,138,453
			Retail: 7.2%
	198,100		Casey's General Stores, Inc.		5,865,741
	90,400	@	Gymboree Corp.		2,753,584
	199,300	@	Jack in the Box, Inc.		5,135,961
	167,681	@,L	JOS A Bank Clothiers, Inc.		4,770,524
	111,800		Longs Drug Stores Corp.		5,254,600
	109,800	@,L	Pantry, Inc.		2,869,074
	181,300	@	Papa John's International, Inc.		4,115,510
	96,500		Phillips-Van Heusen		3,556,990
	169,700	L	Regis Corp.		4,744,812
	311,350	L	Stage Stores, Inc.		4,607,980
					43,674,776
			Savings & Loans: 2.5%
	365,072	L	First Niagara Financial Group, Inc.		4,395,467
	424,168	L	NewAlliance Bancshares, Inc.		4,886,415
	633,900		Westfield Financial, Inc.		6,148,830
					15,430,712
			Semiconductors: 5.9%
	211,600	@,L	DSP Group, Inc.		2,581,520
	202,400	@	Emulex Corp.		3,303,168
	569,800	@,L	Entegris, Inc.		4,917,374
	146,300	@	Fairchild Semiconductor International, Inc.		2,111,109
	166,400	@,L	Formfactor, Inc.		5,507,840
	216,500		Micrel, Inc.		1,829,425
	552,000	@,L	ON Semiconductor Corp.		4,901,760
	419,000	@	QLogic Corp.		5,949,800
	180,100	@,@@	Verigy Ltd.		4,893,317
					35,995,313
			Software: 3.1%
	141,200	@	Ansys, Inc.		5,854,152
	308,600	@,L	Epicor Software Corp.		3,635,308
	100,500	@,L	SPSS, Inc.		3,608,955
	200,850	@,L	THQ, Inc.		5,661,962
					18,760,377

See Accompanying Notes to Financial Statements
92

PORTFOLIO OF INVESTMENTS
ING VP SMALL COMPANY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Value

Telecommunications: 4.1%

397,100

Alaska Communications Systems
Group, Inc.

5,956,500

71,800

@,L

Anixter International, Inc.

4,470,986

80,300

@,L

CommScope, Inc.

3,951,563

71,000

Otelco, Inc.

986,900

279,328

@,L

RCN Corp.

4,354,724

149,500

@,L

SBA Communications Corp.

5,059,080

24,779,753

Transportation: 1.8%

108,000

General Maritime Corp.

2,640,600

145,300

Heartland Express, Inc.

2,060,354

171,100

Horizon Lines, Inc.

3,189,304

116,800

@,L

HUB Group, Inc.

3,104,544

10,994,802

Total Common Stock
(Cost $542,020,776)

556,404,141

REAL ESTATE INVESTMENT TRUSTS: 3.4%

Diversified: 1.5%

140,900

Digital Realty Trust, Inc.

5,406,333

271,600

Lexington Corporate
Properties Trust

3,949,064

9,355,397

Health Care: 0.8%

151,200

Nationwide Health
Properties, Inc.

4,743,144

4,743,144

Mortgage: 0.5%

154,445

Annaly Capital Management, Inc.

2,807,810

2,807,810

Office Property: 0.6%

164,900

BioMed Realty Trust, Inc.

3,820,733

3,820,733

Total Real Estate
Investment Trusts
(Cost $22,419,583)

20,727,084

EXCHANGE-TRADED FUNDS: 1.9%

Exchange-Traded Funds: 1.9%

155,828

iShares Russell 2000 Index Fund

11,830,462

Total Exchange-Traded Funds
(Cost $12,551,049)

11,830,462

Total Long-Term Investments
(Cost $576,991,408)

588,961,687

SHORT-TERM INVESTMENTS: 32.3%

Mutual Fund: 2.9%

17,300,000

ING Institutional Prime Money
Market Fund

17,300,000

Total Mutual Fund
(Cost $17,300,000)

17,300,000

Principal Amount			Value
REPURCHASE AGREEMENT: 0.2%
$	1,211,000	Morgan Stanley Repurchase Agreement dated 12/31/07, 4.250%, due 01/02/08, $1,211,286 to be received upon repurchase (Collateralized by $1,240,000 Federal Home Loan Bank, Discount Note, Market Value $1,237,644, due 01/16/08)	$	1,211,000
Total Repurchase Agreement (Cost $1,211,000)				1,211,000
		Securities Lending Collateral^cc: 29.2%
	177,336,837	Bank of New York Mellon Corp. Institutional Cash Reserves		177,336,837
Total Securities Lending Collateral (Cost $177,336,837)				177,336,837
Total Short-Term Investments (Cost $195,847,837)				195,847,837

Total Investments in Securities (Cost $772,839,245)*	129.4	%	$	784,809,524
Other Assets and Liabilities - Net	(29.4	)		(178,428,070	)
Net Assets	100.0	%	$	606,381,454

@ Non-income producing security

@@ Foreign Issuer

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

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

** Investment in affiliate

* Cost for federal income tax purposes is $773,998,224

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	54,501,128
Gross Unrealized Depreciation		(43,689,828	)
Net Unrealized Appreciation	$	10,811,300

See Accompanying Notes to Financial Statements
93

PORTFOLIO OF INVESTMENTS
ING VP VALUE OPPORTUNITY PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 95.6%
			Advertising: 1.0%
	35,100		Omnicom Group	$	1,668,303
					1,668,303
			Aerospace/Defense: 8.0%
	79,900		General Dynamics Corp.		7,110,301
	82,900		United Technologies Corp.		6,345,166
					13,455,467
			Agriculture: 2.9%
	57,300	L	Loews Corp.		4,887,690
					4,887,690
			Banks: 4.9%
	54,000	@@,L	Banco Bilbao Vizcaya Argentaria SA ADR		1,309,500
	81,000	@@,L	Banco Santander Central Hispano SA ADR		1,744,740
	30,200	@@	Lloyds TSB Group PLC - Spon ADR		1,137,030
	8,600	@@	Uniao de Bancos Brasileiros SA GDR		1,200,904
	75,100	L	Wachovia Corp.		2,856,053
					8,248,227
			Chemicals: 2.6%
	30,000		Dow Chemical Co.		1,182,600
	54,300	L	Sherwin-Williams Co.		3,151,572
					4,334,172
			Commercial Services: 1.0%
	25,900		McKesson Corp.		1,696,709
					1,696,709
			Computers: 1.9%
	121,500		Seagate Technology, Inc.		3,098,250
					3,098,250
			Diversified Financial Services: 4.7%
	24,600	L	Janus Capital Group, Inc.		808,110
	93,400		JPMorgan Chase & Co.		4,076,910
	16,900		Legg Mason, Inc.		1,236,235
	27,300	L	Lehman Brothers Holdings, Inc.		1,786,512
					7,907,767
			Electric: 2.8%
	59,300		Alliant Energy Corp.		2,412,917
	88,000	@@	Cia Energetica de Minas Gerais ADR		1,624,480
	8,100		FirstEnergy Corp.		585,954
					4,623,351
			Food: 2.3%
	143,900	L	Kroger Co.		3,843,569
					3,843,569
			Gas: 1.7%
	44,300		Energen Corp.		2,845,389
					2,845,389
			Healthcare-Services: 5.3%
	29,700		Aetna, Inc.		1,714,581
	99,900	@,L	AMERIGROUP Corp.		3,641,355
	49,200	@,L	Lincare Holdings, Inc.		1,729,872
	19,600	@	WellPoint, Inc.		1,719,508
					8,805,316

Shares				Value
			Household Products/Wares: 1.0%
	24,200		Kimberly-Clark Corp.	$	1,678,028
					1,678,028
			Insurance: 16.0%
	62,100	@@	ACE Ltd.		3,836,538
	28,800	L	American Financial Group, Inc.		831,744
	49,400		American International Group, Inc.		2,880,020
	101,000	@@,L	Aspen Insurance Holdings Ltd.		2,912,840
	108,800	@@	Axis Capital Holdings Ltd.		4,239,936
	61,600		Chubb Corp.		3,362,128
	55,800		HCC Insurance Holdings, Inc.		1,600,344
	42,700	@@	RenaissanceRe Holdings Ltd.		2,572,248
	10,800		Safeco Corp.		601,344
	74,000		Travelers Cos., Inc.		3,981,200
					26,818,342
			Internet: 1.4%
	50,700	@,L	Expedia, Inc.		1,603,134
	49,800	@	Symantec Corp.		803,772
					2,406,906
			Iron/Steel: 2.5%
	25,400		Nucor Corp.		1,504,188
	22,500	L	United States Steel Corp.		2,720,475
					4,224,663
			Media: 0.7%
	69,400		Time Warner, Inc.		1,145,794
					1,145,794
			Miscellaneous Manufacturing: 4.5%
	59,400		General Electric Co.		2,201,958
	59,400		Honeywell International, Inc.		3,657,258
	22,600		Parker Hannifin Corp.		1,702,006
					7,561,222
			Oil & Gas: 16.2%
	52,000		Chevron Corp.		4,853,160
	63,700		ConocoPhillips		5,624,710
	18,400	@@	ENI S.p.A. ADR		1,332,712
	106,800		ExxonMobil Corp.		10,006,092
	30,500		Frontier Oil Corp.		1,237,690
	65,900		Marathon Oil Corp.		4,010,674
					27,065,038
			Pharmaceuticals: 1.1%
	23,200		AmerisourceBergen Corp.		1,040,984
	47,100	@@,L	Dr. Reddy's Laboratories Ltd. ADR		855,336
					1,896,320
			Retail: 1.9%
	21,900		Advance Auto Parts, Inc.		831,981
	24,300	L	TJX Cos., Inc.		698,139
	35,200		Wal-Mart Stores, Inc.		1,673,056
					3,203,176
			Software: 1.4%
	63,500		Microsoft Corp.		2,260,600
					2,260,600

See Accompanying Notes to Financial Statements
94

PORTFOLIO OF INVESTMENTS
ING VP VALUE OPPORTUNITY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Value

Telecommunications: 9.8%

165,300

AT&T, Inc.

6,869,868

52,100

@@,L

Partner Communications ADR

1,150,368

71,600

@@,L

Telefonica SA ADR

6,987,444

35,400

@@,L

Telefonos de Mexico SA de CV
ADR

1,304,136

16,311,816

Total Common Stock
(Cost $151,783,307)

159,986,115

REAL ESTATE INVESTMENT TRUSTS: 4.0%

Hotels: 0.7%

36,500

Hospitality Properties Trust

1,176,030

1,176,030

Regional Malls: 3.3%

110,200

Taubman Centers, Inc.

5,420,738

5,420,738

Total Real Estate
Investment Trusts
(Cost $7,536,962)

6,596,768

EXCHANGE-TRADED FUNDS: 0.5%

Exchange-Traded Funds: 0.5%

10,400

iShares Russell 1000 Value
Index Fund

834,600

Total Exchange-Traded Funds
(Cost $840,355)

834,600

Total Long-Term Investments
(Cost $160,160,624)

167,417,483

SHORT-TERM INVESTMENTS: 22.9%

Mutual Fund: 0.0%

60,000

ING Institutional Prime Money
Market Fund

60,000

Total Mutual Fund
(Cost $60,000)

60,000

Principal Amount			Value
		Securities Lending Collateral^cc: 22.9%
$	38,345,940	Bank of New York Mellon Corp. Institutional Cash Reserves		38,345,940
Total Securities Lending Collateral (Cost $38,345,940)				38,345,940
Total Short-Term Investments (Cost $38,405,940)				38,405,940

Total Investments in Securities (Cost $198,566,564)*	123.0	%	$	205,823,423
Other Assets and Liabilities - Net	(23.0	)		(38,498,652	)
Net Assets	100.0	%	$	167,324,771

@ Non-income producing security

@@ Foreign Issuer

ADR American Depositary Receipt

GDR Global Depositary Receipt

cc Securities purchased with cash collateral for securities loaned.

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

** Investment in affiliate

* Cost for federal income tax purposes is $199,585,974

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	9,161,345
Gross Unrealized Depreciation		(2,923,896	)
Net Unrealized Appreciation	$	6,237,449

See Accompanying Notes to Financial Statements
95

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007

Principal Amount				Value
CORPORATE BONDS/NOTES: 24.0%
			Aerospace/Defense: 0.3%
$	10,800,000	C,S	United Technologies Corp., 5.375%, due 12/15/17	$	10,915,086
					10,915,086
			Airlines: 0.6%
	13,910,000	C,S	Delta Airlines, Inc., 7.570%, due 11/18/10		14,064,756
	3,733,000	S	United AirLines, Inc., 6.932%, due 09/01/11		4,442,270
					18,507,026
			Auto Manufacturers: 0.2%
	6,237,863	S	Ford Motor Co., 8.597%, due 11/29/13		5,787,745
					5,787,745
			Banks: 6.2%
	7,320,000	@@,C,S	Australia & New Zealand Banking Group Ltd., 4.963%, due 12/31/49		5,913,733
	12,895,000	C,S	BAC Capital Trust XIV, 5.630%, due 12/31/49		11,453,468
	675,807	@@,#,S	Banco Itau SA, 5.720%, due 09/20/08		669,049
	6,020,000	@@,#,C,S	Banco Mercantil del Norte SA, 6.135%, due 10/13/16		5,983,278
	7,940,000	S	Bank of America Corp., 5.750%, due 12/01/17		7,973,110
	2,800,000	@@,C,S	Bank of Ireland, 5.188%, due 12/29/49		2,282,000
	1,110,000	@@,C,S,L	Bank of Scotland, 5.125%, due 12/31/49		872,989
	379,000	C,S	BankAmerica Capital II, 8.000%, due 12/15/26		397,861
	3,600,000	@@,C	Barclays Bank PLC, 5.563%, due 12/31/49		2,862,000
	3,395,000	@@,#,C,S	Barclays Bank PLC, 5.926%, due 12/15/16		3,164,330
	9,927,000	@@,#,S	Barclays Bank PLC, 6.050%, due 12/04/17		10,021,138
	840,000	@@,C,S	Barclays O/S Inv, 5.063%, due 05/19/08		520,800
	635,000	@@,C	Barclays O/S Inv, 5.063%, due 11/01/49		393,700
	4,870,000	@@,C,S,L	BNP Paribas, 5.238%, due 09/29/49		4,104,100
	9,751,000	@@,#,C,S	Chuo Mitsui Trust & Banking Co., Ltd., 5.506%, due 04/15/49		8,979,033
	2,568,000	@@,#,C,S	Danske Bank A/S, 5.914%, due 12/29/49		2,432,954
	2,230,000	@@,C,S	Den Norske Bank ASA, 5.375%, due 11/29/49		1,795,150
	6,186,000	#,C,S	Dresdner Funding Trust I, 8.151%, due 06/30/31		6,325,884
	2,000	C,S	Fleet Capital Trust II, 7.920%, due 12/11/26		2,078
	2,966,000	@@,#,C,S	HBOS PLC, 5.375%, due 11/29/49		2,707,154
	8,370,000	@@,C,S	Hongkong & Shanghai Banking Corp., Ltd., 5.250%, due 07/29/49		6,193,800

Principal Amount				Value
$	9,590,000	@@,C,S	HSBC Bank PLC, 4.913%, due 06/29/49	$	7,528,150
	5,300,000	@@,C,S	HSBC Bank PLC, 5.000%, due 06/29/49		4,160,500
	6,810,000	@@,C,L	Lloyds TSB Bank PLC, 5.125%, due 06/29/49		5,503,842
	5,490,000	@@,C,S	Lloyds TSB Bank PLC, 5.313%, due 11/29/49		4,364,550
	5,490,000	@@, C	Lloyds TSB Bank PLC, 5.523%, due 08/29/49		4,419,450
	2,819,000	@@,#,C,S	Lloyds TSB Group PLC, 6.267%, due 11/13/49		2,561,569
	6,355,000	@@,C,S,L	Mizuho Financial Group Cayman Ltd., 8.375%, due 12/31/49		6,422,935
	1,140,000	@@,C,L	National Westminster Bank PLC, 5.563%, due 08/29/49		878,611
	710,000	@@,C,S,L	National Westminster Bank PLC, 6.250%, due 11/29/49		549,363
	4,649,000	#,C,S	Rabobank Capital Funding II, 5.260%, due 12/29/49		4,336,820
	4,530,000	#,C,S	Rabobank Capital Funding Trust, 5.254%, due 12/31/49		4,061,372
	4,285,000	C,S	RBS Capital Trust I, 5.512%, due 09/30/49		3,944,600
	6,747,000	@@,#,C,S	Resona Bank Ltd., 5.850%, due 09/29/49		6,282,388
	11,010,000	@@,C,S,L	Royal Bank of Scotland Group PLC, 4.938%, due 12/29/49		8,202,450
	2,570,000	@@,C,S	Societe Generale, 4.981%, due 11/29/49		2,115,447
	7,140,000	@@,C,S	Standard Chartered PLC, 4.974%, due 07/29/49		4,998,000
	3,240,000	@@,C,S,L	Standard Chartered PLC, 5.088%, due 12/29/49		2,332,800
	11,480,000	@@,C,L	Standard Chartered PLC, 5.125%, due 11/29/49		8,380,400
	1,150,000	@@,C,L	Standard Chartered PLC, 5.588%, due 01/29/49		816,500
	1,700,000	@@,#,C,S	Standard Chartered PLC, 6.409%, due 12/31/49		1,542,252
	1,500,000	@@,#,C,S	Standard Chartered PLC, 7.014%, due 07/30/49		1,424,519
	6,705,000	@@,C,S	Sumitomo Mitsui Banking Corp., 8.150%, due 08/01/49		6,843,257
	2,989,000	C,S	SunTrust Preferred Capital I, 5.853%, due 12/31/49		2,640,031
	3,312,000	C,S	USB Capital IX, 6.189%, due 03/29/49		2,999,549
	4,260,000	S	Wachovia Bank NA, 6.600%, due 01/15/38		4,295,379
	6,365,000	C,S	Wachovia Capital Trust III, 5.800%, due 12/31/49		5,691,443
	10,756,000	S	Wells Fargo & Co., 5.625%, due 12/11/17		10,782,879
	3,150,000	@@,C,S	Westpac Banking Corp., 5.306%, due 09/30/49		2,575,963
	2,498,000	@@,#,C,S	Westpac Capital Trust IV, 5.256%, due 12/29/49		2,199,132
					207,901,760

See Accompanying Notes to Financial Statements
96

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Beverages: 0.3%
BRL	7,664,000	@@,#,S	Ambev International Finance Co., Ltd., 9.500%, due 07/24/17	$	3,659,775
$	2,974,000	C,S	Anheuser-Busch Cos., Inc., 5.500%, due 01/15/18		3,041,920
	4,208,000	S	PepsiCo, Inc., 4.650%, due 02/15/13		4,241,041
					10,942,736
			Chemicals: 0.4%
	1,410,000	S,Z	Stauffer Chemical, 4.480%, due 04/15/10		1,275,444
	2,420,000	S,Z	Stauffer Chemical, 5.500%, due 04/15/18		1,395,614
	2,970,000	S,Z	Stauffer Chemical, 6.750%, due 04/15/17		1,815,145
	7,254,000	S	Union Carbide Corp., 7.750%, due 10/01/96		7,629,496
					12,115,699
			Diversified Financial Services: 6.8%
	16,520,000	@@,#,C,S	Aiful Corp., 4.450%, due 02/16/10		15,625,128
	1,006,000	@@,#,C,S,I	Alpine III, 5.428%, due 08/16/14		1,009,241
	1,006,000	@@,#,S,I	Alpine III, 5.828%, due 08/16/14		1,009,667
	1,507,000	@@,#,S,I	Alpine III, 7.628%, due 08/16/14		1,518,378
	2,576,000	@@,#,S,I	Alpine III, 10.878%, due 08/16/14		2,637,850
	4,500,000	S	American General Finance Corp., 6.900%, due 12/15/17		4,512,524
	17,659,000	#,S	Astoria Depositor Corp., 8.144%, due 05/01/21		18,277,065
	7,051,000	#,C,S	Biomet, Inc., 11.625%, due 10/15/17		6,980,490
	5,159,000	S	Caterpillar Financial Services Corp., 4.850%, due 12/07/12		5,173,512
	6,280,000	L	Citigroup, Inc., 6.125%, due 11/21/17		6,462,691
	10,138,000	C,S	Citigroup, Inc., 8.300%, due 12/21/57		10,616,047
	4,546,000	#,C,S	Corestates Capital Trust I, 8.000%, due 12/15/26		4,706,597
	6,814,000	@@,S	Eksportfinans A/S, 5.125%, due 10/26/11		7,068,912
	2,890,000	@@,C,S	Financiere CSFB NV, 4.806%, due 03/29/49		2,297,550
	3,669,000	S	Ford Motor Credit Co., 7.993%, due 01/13/12		3,084,404
	8,272,000	S	Ford Motor Credit Co., 8.000%, due 12/15/16		7,036,891
	7,223,000	S	Ford Motor Credit Co., 9.693%, due 04/15/12		7,105,012
	5,794,000	C,S	Fund American Cos., Inc., 5.875%, due 05/15/13		5,813,109
	5,944,000	C,S	Goldman Sachs Group, Inc., 5.793%, due 12/31/49		5,297,061
	3,118,000	C,S	Goldman Sachs Group, Inc., 6.750%, due 10/01/37		3,064,601

Principal Amount				Value
$	4,369,000	#,C,S	HVB Funding Trust III, 9.000%, due 10/22/31	$	4,945,000
	7,754,000	S	John Deere Capital Corp., 4.950%, due 12/17/12		7,773,098
	9,636,000	S	JPMorgan Chase & Co., 6.000%, due 01/15/18		9,812,113
	6,391,000	C,S	Lehman Brothers Holdings Capital Trust VIII, 5.911%, due 05/29/49		5,120,552
	8,668,000	#,C,S	Mangrove Bay Pass-Through Trust, 6.102%, due 07/15/33		7,806,817
	6,907,000	@@,#,S	Mantis Reef Ltd., 4.799%, due 11/03/09		7,008,851
	5,605,000	@@,C,S	MUFG Capital Finance 1 Ltd., 6.346%, due 12/31/49		5,317,245
	2,560,000	@@,C	Paribas, 5.063%, due 12/31/49		2,139,292
	1,075,556	@@,#,C,S	Petroleum Export Ltd., 4.623%, due 06/15/10		1,059,230
	4,933,590	@@,#,C,S	PF Export Receivables Master Trust, 6.436%, due 06/01/15		4,974,786
	9,196,202	#,C,S	Piper Jaffray Equipment Trust Securities, 6.000%, due 09/10/11		8,736,391
	7,471,675	#,C,S	Piper Jaffray Equipment Trust Securities, 6.750%, due 04/01/11		7,247,525
	819,259	#,S	Power Receivable Finance, LLC, 6.290%, due 01/01/12		856,061
	975,000	C,L	Residential Capital Corp., 8.375%, due 06/30/15		594,750
	6,029,000	C,S	Residential Capital, LLC, 8.000%, due 04/17/13		3,737,980
	8,607,000	C,S	Southern Star Central Corp., 6.750%, due 03/01/16		8,284,238
	9,082,000	@@,#,S	TNK-BP Finance SA, 7.500%, due 07/18/16		8,820,893
	32,846,336	#,S,Z	Toll Road Investors Partnership II LP, 15.740%, due 02/15/45		4,740,022
	2,981,000	#,C,S	Twin Reefs Pass-Through Trust, 6.243%, due 12/10/49		1,943,821
	6,653,000	@@,C,S	UFJ Finance Aruba AEC, 8.750%, due 12/31/49		6,743,833
	2,105,000	#,C,S	Wachovia Capital Trust V, 7.965%, due 06/01/27		2,193,955
					229,153,183
			Electric: 1.6%
	12,447,000	C,S	Commonwealth Edison Co., 6.950%, due 07/15/18		12,649,264
	1,542,000	@@,S	Empresa Nacional de Electricidad SA, 8.625%, due 08/01/15		1,781,439
	3,719,000	@@,#,C,S	Intergen NV, 9.000%, due 06/30/17		3,932,843
	1,271,371	#,C,S	Juniper Generation, LLC, 6.790%, due 12/31/14		1,322,429

See Accompanying Notes to Financial Statements
97

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Electric (continued)
$	5,310,000	C,S	Nevada Power Co., 5.950%, due 03/15/16	$	5,290,587
	3,310,000	C,S	Nevada Power Co., 6.750%, due 07/01/37		3,438,077
	8,873,000	C,S	NorthWestern Corp., 5.875%, due 11/01/14		8,757,633
	8,677,000	C,S	Sierra Pacific Power Co., 6.250%, due 04/15/12		8,948,425
	2,455,000	#,S	White Pine Hydro Portfolio, LLC, 6.960%, due 07/10/37		2,547,276
	3,936,000	#,S	White Pine Hydro Portfolio, LLC, 7.260%, due 07/20/15		4,086,127
					52,754,100
			Energy-Alternate Sources: 0.4%
	4,000,000	S	Greater Ohio Ethanol, LLC, 8.864%, due 12/31/13		3,860,000
	4,900,000	S	Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		4,480,438
	3,837,000	#,S	White Pine Hydro, LLC, 6.310%, due 07/10/17		4,024,568
					12,365,006
			Food: 0.3%
	6,228,000	S	Kraft Foods, Inc., 6.125%, due 02/01/18		6,287,322
	3,862,000	S	Kraft Foods, Inc., 6.875%, due 02/01/38		4,022,485
					10,309,807
			Gas: 0.7%
	7,368,000	@@,#,C,S	Nakilat, Inc., 6.067%, due 12/31/33		6,743,820
	1,494,000	#,C,S	Nakilat, Inc., 6.267%, due 12/31/33		1,362,531
	16,171,000	C,S	Southern Union Co., 7.200%, due 11/01/66		15,986,327
					24,092,678
			Healthcare-Products: 0.2%
	5,570,000	C,S	Baxter International, Inc., 6.250%, due 12/01/37		5,734,666
					5,734,666
			Insurance: 0.9%
	9,566,000	@@,C,S	Aegon NV, 5.399%, due 12/31/49		6,895,890
	8,298,000	S	American International Group, Inc., 5.850%, due 01/16/18		8,368,068
	5,776,000	#,C,S	Metlife Capital Trust IV, 7.875%, due 12/15/37		5,902,102
	1,741,000	#,C,S	North Front Pass-Through Trust, 5.810%, due 12/15/24		1,668,153
	3,951,000	S	Prudential Financial, Inc., 6.000%, due 12/01/17		3,941,980
	4,284,000	S	Prudential Financial, Inc., 6.625%, due 12/01/37		4,334,080
					31,110,273

Principal Amount				Value
			Media: 0.2%
$	3,351,000	C,S	Dex Media West, LLC, 9.875%, due 08/15/13	$	3,493,418
	3,970,000	#,C,S	News America, Inc., 6.650%, due 11/15/37		4,108,450
					7,601,868
			Miscellaneous Manufacturing: 0.3%
	8,628,000	S	General Electric Co., 5.250%, due 12/06/17		8,626,085
					8,626,085
			Multi-National: 0.1%
	4,459,000	@@,S	Corp. Andina de Fomento CAF, 5.125%, due 05/05/15		4,314,702
					4,314,702
			Oil & Gas: 1.0%
	2,475,000	@@,#,S	Empresa Nacional de Petroleo ENAP, 4.875%, due 03/15/14		2,399,668
	1,588,000	@@,#,S	Empresa Nacional de Petroleo ENAP, 6.750%, due 11/15/12		1,694,980
	4,608,000	@@,#,S	Pemex Project Funding Master Trust, 6.291%, due 06/15/10		4,684,032
	4,129,000	@@,C,L	Pemex Project Funding Master Trust, 6.625%, due 06/15/35		4,372,751
	4,908,000	@@,#,C,S	Ras Laffan Liquefied Natural Gas Co., Ltd. II, 5.298%, due 09/30/20		4,774,380
	7,416,000	@@,C,S	Transocean, Inc., 6.000%, due 03/15/18		7,410,178
	6,406,000	@@,C,S	Transocean, Inc., 6.800%, due 03/15/38		6,557,508
					31,893,497
			Pipelines: 0.6%
	5,144,000	#,C,S	NGPL PipeCo, LLC, 7.119%, due 12/15/17		5,283,752
	4,342,000	#,C,S	NGPL PipeCo, LLC, 7.768%, due 12/15/37		4,556,408
	1,893,000	C,L	Northwest Pipeline Corp., 7.000%, due 06/15/16		2,025,510
	4,064,000	C,S	Panhandle Eastern Pipe Line, 6.200%, due 11/01/17		4,016,870
	2,316,000	@@,C,S	Trans - Canada Pipelines, 6.200%, due 10/15/37		2,307,303
	2,894,000	C,S	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		2,984,438
					21,174,281
			Real Estate: 0.3%
	2,828,000	C,S	Istar Financial, Inc., 5.150%, due 03/01/12		2,446,206
	1,272,000	C,S	Istar Financial, Inc., 5.500%, due 06/15/12		1,106,256

See Accompanying Notes to Financial Statements
98

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Real Estate (continued)
$	3,398,000	C,S	Istar Financial, Inc., 5.850%, due 03/15/17	$	2,797,665
	1,027,000	C,S	Liberty Property LP, 6.375%, due 08/15/12		1,072,659
	3,533,000	C,S	Liberty Property LP, 7.750%, due 04/15/09		3,630,776
					11,053,562
			Regional Malls: 0.4%
	975,000	C,S	Rouse Co., 7.200%, due 09/15/12		933,281
	14,834,000	#,C,S	Rouse Co. LP/TRC Co.-Issuer, Inc., 6.750%, due 05/01/13		13,854,096
					14,787,377
			Retail: 1.4%
	3,322,000	C,S	Darden Restaurants, Inc., 5.625%, due 10/15/12		3,380,095
	5,027,000	@@,#,C,S	Marks & Spencer PLC, 7.125%, due 12/01/37		4,795,650
	2,481,000	C,S	McDonald's Corp., 5.800%, due 10/15/17		2,573,561
	2,770,000	C,S	Nordstrom, Inc., 6.250%, due 01/15/18		2,841,028
	3,865,000	C,S	Nordstrom, Inc., 7.000%, due 01/15/38		3,995,324
	935,000	C,S	Rite Aid Corp., 9.375%, due 12/15/15		780,725
	5,599,000	C,S	Rite Aid Corp., 9.500%, due 06/15/17		4,661,168
	10,778,000	C,S	Target Corp., 6.500%, due 10/15/37		10,868,654
	2,008,000	S	Wal-Mart Stores, Inc., 5.250%, due 09/01/35		1,787,234
	10,041,000	S	Wal-Mart Stores, Inc., 6.500%, due 08/15/37		10,608,999
					46,292,438
			Savings & Loans: 0.1%
	200,000	#,C,S	Washington Mutual IV, 9.750%, due 10/29/49		160,234
	3,000,000	#,C,S	Washington Mutual Preferred Funding Delaware, 6.534%, due 03/15/11		1,856,703
					2,016,937
			Telecommunications: 0.5%
	9,173,000	S	Bellsouth Telecommunications, Inc., 7.000%, due 12/01/95		9,600,251
	562,000	C,S	Embarq Corp., 7.995%, due 06/01/36		593,969
	4,648,000	@@,C,S	Rogers Wireless, Inc., 7.250%, due 12/15/12		5,043,187
					15,237,407
			Water: 0.2%
	3,313,000	#,C,S	American Water Capital Corp., 6.085%, due 10/15/17		3,307,868

Principal Amount				Value
$	3,313,000	#,C,S	American Water Capital Corp., 6.593%, due 10/15/37	$	3,252,498
					6,560,366
Total Corporate Bonds/ Notes (Cost $829,124,839)					801,248,285
U.S. GOVERNMENT AGENCY OBLIGATIONS: 18.5%
			Federal Home Loan Bank: 0.3%
	9,620,000	S	5.000%, due 10/13/11		10,035,699
					10,035,699
			Federal Home Loan Mortgage Corporation: 11.5%
	2,138,896	C,S	4.500%, due 12/15/16		2,140,701
	7,696,000	C,S	4.500%, due 02/15/20		7,383,806
	20,656,000	S,Z	4.940%, due 03/15/31		6,654,847
	11,456,000	C,S	5.000%, due 12/11/12		11,509,133
	8,379,350	C,S	5.000%, due 08/15/16		8,425,754
	9,490,000	C,S	5.000%, due 12/15/17		9,528,241
	1,675,000	C,S	5.000%, due 05/15/20		1,670,017
	5,982,636	C,S	5.000%, due 08/15/21		6,007,482
	7,892,000	C,S	5.000%, due 04/15/23		7,692,403
	6,144,721	C,S	5.000%, due 09/15/31		5,877,609
	2,333,000	C,S	5.000%, due 02/15/32		2,265,544
	13,805,220	C,S	5.000%, due 03/15/32		13,415,199
	6,270,000	C,S	5.000%, due 04/15/32		6,190,211
	7,628,000	C,S	5.000%, due 08/15/32		7,505,825
	11,091,000	C,S	5.000%, due 12/15/32		10,912,664
	5,779,361	C,S	5.000%, due 02/15/35		5,739,608
	1,203,050	S	5.001%, due 04/01/35		1,181,610
	15,675,000	C,S	5.250%, due 03/15/12		15,766,464
	18,852,941	C,S	5.378%, due 05/15/33		18,685,322
	21,493,023	C,S	5.500%, due 08/15/20		20,994,359
	3,905,000	C,S	5.500%, due 12/15/20		3,898,417
	12,728,922	C,S	5.500%, due 11/15/22		12,870,051
	11,485,000	C,S	5.500%, due 09/15/32		11,452,045
	2,342,000	C,S	5.500%, due 10/15/32		2,325,656
	2,082,000	C,S	5.500%, due 11/15/32		2,047,301
	1,100,000	C,S	5.500%, due 04/15/33		1,097,445
	2,511,000	C,S	5.500%, due 06/15/33		2,489,748
	6,856,000	C,S	5.500%, due 07/15/33		6,816,317
	2,369,718	S	5.500%, due 06/01/36		2,341,869
	32,725,000	W	5.500%, due 02/12/37		32,638,082
	4,603,468	C,S	5.678%, due 04/15/32		4,645,051
	15,944,598	C,S	6.000%, due 01/15/29		16,312,442
	58,204,000	W	6.000%, due 02/01/34		59,013,385
	15,753,600	S	6.000%, due 02/01/36		16,024,453
	37,559,000		6.500%, due 02/01/34		38,574,257
	1,317,741	S	7.000%, due 09/01/26		1,370,461
	490,002	S	7.500%, due 11/01/28		524,813
					383,988,592
			Federal National Mortgage Corporation: 6.6%
	4,131,000	W	4.500%, due 02/15/19		4,066,453
	16,039,000	L	4.750%, due 11/19/12		16,616,228
	72,794	C,S	4.750%, due 12/25/42		72,601
	1,216,240	S	4.926%, due 04/01/35		1,214,086
	37,975,000	W	5.000%, due 02/15/20		37,992,810
	5,539,219	S	5.000%, due 02/25/29		5,556,555
	4,489,391	S	5.000%, due 01/01/36		4,314,577
	38,849,000	W	5.000%, due 02/13/36		37,883,835

See Accompanying Notes to Financial Statements
99

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Federal National Mortgage Corporation (continued)
$	3,386,843	S	5.000%, due 04/01/36	$	3,254,962
	4,680,040	S	5.000%, due 05/01/37		4,497,802
	30,000,329	S	5.000%, due 08/01/37		28,832,134
	1,369,943	S	5.037%, due 07/01/35		1,350,696
	2,517,197	S	5.115%, due 07/25/36		2,509,187
	1,007,468	S	5.224%, due 08/01/35		1,001,172
	7,859,000	C,S	5.400%, due 03/26/12		7,888,110
	19,403	S	5.500%, due 11/01/16		19,705
	94,769	S	5.500%, due 12/01/16		96,248
	15,537	S	5.500%, due 04/01/17		15,774
	35,534	S	5.500%, due 02/01/18		36,077
	12,420	S	5.500%, due 06/01/18		12,607
	58,662	S	5.500%, due 10/01/18		59,558
	3,646,000	S	5.500%, due 05/25/30		3,629,522
	10,445,290	S	5.500%, due 01/25/36		10,292,114
	2,525,185	S	5.500%, due 07/01/36		2,497,876
	13,012,406	S	5.500%, due 12/25/36		12,748,790
	10,333,683	S	5.500%, due 02/25/37		10,393,411
	124,917	S	6.000%, due 06/01/16		128,052
	15,841	S	6.000%, due 08/01/16		16,238
	241,919	S	6.000%, due 10/01/16		247,990
	279,670	S	6.000%, due 01/01/17		286,719
	124,852	S	6.000%, due 02/01/17		128,009
	596,386	S	6.000%, due 04/01/17		611,461
	395,614	S	6.000%, due 05/01/17		405,615
	167,822	S	6.000%, due 06/01/17		172,064
	294,371	S	6.000%, due 07/01/17		301,812
	503,891	S	6.000%, due 08/01/17		516,567
	1,533,322	S	6.000%, due 09/01/17		1,572,081
	6,810	S	6.000%, due 10/01/17		6,982
	363,400	S	6.000%, due 11/01/17		372,519
	8,261	S	6.000%, due 02/01/18		8,470
	347,822	S	6.000%, due 04/01/18		356,051
	84,283	S	6.000%, due 09/01/18		86,288
	124,427	S	6.000%, due 11/01/18		127,387
	149,830	S	6.000%, due 12/01/18		153,589
	8,360,584	S	6.000%, due 07/25/29		8,580,996
	4,418,842	S	6.000%, due 04/25/31		4,559,412
	207,947	S	6.500%, due 01/01/32		215,067
	130,274	S	6.500%, due 09/01/32		134,699
	394,318	S	6.500%, due 10/01/32		407,711
	14,019	S	7.000%, due 08/01/25		14,784
	4,240	S	7.000%, due 11/01/25		4,472
	53,805	S	7.000%, due 12/01/25		56,743
	89,252	S	7.000%, due 02/01/26		94,125
	187,746	S	7.000%, due 03/01/26		198,011
	79,718	S	7.000%, due 01/01/30		84,103
	2,563,484	S	7.000%, due 06/01/31		2,704,278
	11,129	S	7.500%, due 11/01/29		11,900
	56,652	S	7.500%, due 10/01/30		60,487
	104,276	S	7.500%, due 11/01/30		111,335
	1,463,663	C,S	7.500%, due 01/25/48		1,531,184
	235,666	S	10.000%, due 02/25/19		266,389
					221,386,480
			Government National Mortgage Association: 0.1%
	66,588	S	6.125%, due 12/20/29		67,347
	97,979	S	6.375%, due 04/20/28		99,075
	2,357,133	S	6.500%, due 10/15/31		2,444,209
	402,694	S	7.000%, due 04/15/26		427,826

Principal Amount				Value
$	160,363	S	7.000%, due 05/15/32	$	170,044
	26,796	S	7.500%, due 04/15/22		28,571
	6,154	S	7.500%, due 05/15/22		6,561
	6,431	S	7.500%, due 06/15/22		6,856
	1,368		7.500%, due 08/15/22		1,459
	5,443	S	7.500%, due 06/15/24		5,811
	6,154	S	7.500%, due 01/15/26		6,574
	2,024	S	7.500%, due 07/15/26		2,162
	29,074	S	7.500%, due 03/15/29		31,037
	40,551	S	7.500%, due 04/15/29		43,288
	83,360	S	7.500%, due 08/15/29		88,988
	9,757	S	7.500%, due 09/15/29		10,416
	21,081	S	7.500%, due 10/15/29		22,504
	37,839	S	7.500%, due 12/15/29		40,397
	7,410	S	7.500%, due 01/15/30		7,907
	61,346	S	7.500%, due 02/15/30		65,462
	675		7.500%, due 02/15/30		720
	43,339	S	7.500%, due 05/15/30		46,247
	22,224	S	7.500%, due 06/15/30		23,715
	15,950	S	7.500%, due 07/15/30		17,020
	475		7.500%, due 08/15/30		507
	41,909	S	7.500%, due 08/15/30		44,721
	136		7.500%, due 08/15/30		145
	11,003	S	7.500%, due 10/15/30		11,742
	2,936		7.500%, due 11/15/30		3,123
	1,708		7.500%, due 01/15/31		1,821
	1,465	S	7.500%, due 02/15/31		1,563
	652		7.500%, due 02/15/31		695
	21,043	S	7.500%, due 02/15/31		22,448
	559		7.500%, due 02/15/31		596
	17,587	S	7.500%, due 03/15/31		18,761
	12,433	S	7.500%, due 04/15/31		13,263
	1,590	S	7.500%, due 09/15/31		1,696
	374,317	S	7.500%, due 12/15/31		399,414
	56,648	S	7.500%, due 01/15/32		60,453
	66,430	S	7.500%, due 03/15/32		70,865
	981		7.500%, due 04/15/32		1,045
	36,454	S	7.500%, due 05/15/32		38,847
	973		7.500%, due 06/15/32		1,036
	91,403	S	7.500%, due 06/15/32		97,402
					4,454,339
Total U.S. Government Agency Obligations (Cost $614,417,220)					619,865,110
U.S. TREASURY OBLIGATIONS: 28.9%
			U.S. Treasury Bonds: 2.3%
	37,337,000	L	4.250%, due 11/15/17		37,999,172
	36,643,000	L	4.750%, due 02/15/37		38,360,677
					76,359,849
			U.S. Treasury Notes: 24.3%
	550,485,000	S,L	3.125%, due 11/30/09		551,259,532
	3,390,000	S	3.250%, due 12/31/09		3,402,716
	260,554,000	L	3.375%, due 11/30/12		259,760,353
					814,422,601
			Treasury Inflation Indexed Protected Securities: 2.3%
	14,560,116	L	2.375%, due 04/15/11		15,181,207
	14,549,391	L	2.375%, due 01/15/17		15,357,566

See Accompanying Notes to Financial Statements
100

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Treasury Inflation Indexed Protected Securities (continued)
$	15,353,972	L	2.375%, due 01/15/25	$	16,124,082
	30,230,746	L	3.875%, due 01/15/09		31,132,952
					77,795,807
Total U.S. Treasury Obligations (Cost $966,325,512)					968,578,257
ASSET-BACKED SECURITIES: 2.4%
			Automobile Asset-Backed Securities: 0.0%
	246,276	C,S	AmeriCredit Automobile Receivables Trust, 4.220%, due 07/06/09		245,947
					245,947
			Credit Card Asset-Backed Securities: 0.1%
	6,000	C,S	Bank One Issuance Trust, 4.540%, due 09/15/10		6,000
	4,167,000	C,S	Citibank Credit Card Issuance Trust, 5.650%, due 09/20/19		4,234,714
					4,240,714
			Home Equity Asset-Backed Securities: 1.0%
	10,593,000	C,S	GSAA Trust, 5.242%, due 06/25/34		10,592,440
	3,328,000	#,C,S	Irwin Home Equity, 5.960%, due 08/25/37		2,927,602
	350,262	C,S	Merrill Lynch Mortgage Investors, Inc., 5.225%, due 07/25/34		340,310
	9,285,000	C,S	Morgan Stanley Mortgage Loan Trust, 5.858%, due 01/25/47		8,835,104
	396,309	C,S	Renaissance Home Equity Loan Trust, 4.456%, due 05/25/35		394,452
	729,195	C,S	Renaissance Home Equity Loan Trust, 4.723%, due 11/25/35		726,600
	3,393,000	C,S	Residential Funding Mortgage Securities II, Inc., 5.890%, due 05/25/37		3,313,562
	4,000,000	C,S	Specialty Underwriting & Residential Finance, 5.065%, due 12/25/36		3,686,924
	1,305,472	C,S	Wells Fargo Home Equity Trust, 3.970%, due 05/25/34		1,226,953
	500,000	C,S	Wells Fargo Home Equity Trust, 4.430%, due 05/25/34		469,062
					32,513,009

Principal Amount				Value
			Other Asset-Backed Securities: 1.3%
$	287,416	C,S	Amortizing Residential Collateral Trust, 5.365%, due 05/25/32	$	256,878
	855,203	C,S	Bear Stearns Asset-Backed Securities, Inc., 5.265%, due 07/25/36		740,632
	1,819	C,S	Chase Funding Mortgage Loan, 4.045%, due 05/25/33		1,770
	725,661	C,S	Chase Funding Mortgage Loan, 5.165%, due 07/25/33		719,371
	163,313	C,S	Countrywide Asset-Backed Certificates, 4.493%, due 02/25/36		162,800
	6,668,000	C,S	Credit-Based Asset Servicing and Securitization, LLC, 4.831%, due 08/25/35		6,540,950
	4,266,000	C,S	Credit-Based Asset Servicing and Securitization, LLC, 5.501%, due 12/25/36		4,215,640
	3,360,000	#,C,S	Credit-Based Asset Servicing and Securitization, LLC, 5.746%, due 12/25/37		3,315,376
	2,876,000	#,C,S	Credit-Based Asset Servicing and Securitization, LLC, 6.020%, due 12/25/37		2,747,029
	3,375,000	C,S	Equity One, Inc., 5.050%, due 09/25/33		3,282,176
	589,438	C,S	Fannie Mae, 5.005%, due 04/25/35		589,573
	2,382,223	C,S	First Horizon Asset Back Trust, 4.995%, due 09/25/29		2,144,643
	6,265,000	#,C,S	Hudson Mezzanine Funding, 5.982%, due 06/12/42		156,625
	3,173,208	C,S	Lehman XS Trust, 5.145%, due 08/25/35		3,083,945
	466,463	C,S	Long Beach Mortgage Loan Trust, 5.195%, due 01/25/46		426,873
	1,194,086	C,S	Merrill Lynch Mortgage Investors, Inc., 5.045%, due 09/25/36		944,543
	5,845,000	C,S	Merrill Lynch Mortgage Investors, Inc., 5.065%, due 01/25/37		5,519,419
	2,065,000	C,S	Merrill Lynch Mortgage Investors, Inc., 5.609%, due 03/25/37		2,049,993
	843	C	Popular Mortgage Pass-Through Trust, 4.000%, due 12/25/34		833
	893,477	C,S	Popular Mortgage Pass-Through Trust, 4.596%, due 11/25/35		890,624
	1,380,000	C,S	Renaissance Home Equity Loan Trust, 5.608%, due 05/25/36		1,368,424
	89,791	C,S	Residential Asset Mortgage Products, Inc., 5.485%, due 06/25/33		89,014

See Accompanying Notes to Financial Statements
101

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
			Other Asset-Backed Securities (continued)
$	3,269,876	C,S	Structured Asset Securities Corp., 4.910%, due 06/25/33	$	3,271,251
	645,357	C,S	Structured Asset Securities Corp., 6.000%, due 03/25/34		644,496
					43,162,878
Total Asset-Backed Securities (Cost $88,872,928)					80,162,548
COLLATERALIZED MORTGAGE OBLIGATIONS: 27.5%
	794,355	C,S	American Home Mortgage Assets, 5.578%, due 02/25/47		690,208
	9,823,639	C,S	American Home Mortgage Assets, 5.708%, due 11/25/46		9,233,828
	4,664,285	C,S	American Home Mortgage Assets, 5.788%, due 09/25/46		4,105,564
	5,047,215	C,S	American Home Mortgage Investment Trust, 5.155%, due 11/25/45		4,801,682
	7,273,818	#,S	Astoria Depositor Corp., 7.902%, due 05/01/21		7,564,770
	10,558,935	C,S	Banc of America Alternative Loan Trust, 6.280%, due 11/25/21		10,967,694
	8,146,524	C,S	Banc of America Alternative Loan Trust, 6.493%, due 04/25/37		8,145,209
	138,174,273	C,S,^	Banc of America Commercial Mortgage, Inc., 0.292%, due 01/15/49		2,862,460
	781,000	C,S	Banc of America Commercial Mortgage, Inc., 4.161%, due 12/10/42		775,432
	385,000	C,S	Banc of America Commercial Mortgage, Inc., 4.429%, due 11/10/39		380,951
	3,941,000	C,S	Banc of America Commercial Mortgage, Inc., 4.502%, due 07/10/42		3,912,769
	7,612,000	C,S	Banc of America Commercial Mortgage, Inc., 4.611%, due 07/10/43		7,561,424
	2,735,000	C,S	Banc of America Commercial Mortgage, Inc., 4.764%, due 07/10/45		2,718,457
	3,928,213	C,S	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		3,940,915
	4,150,000	C,S	Banc of America Commercial Mortgage, Inc., 4.891%, due 07/10/45		4,100,391
	3,295,000	C,S	Banc of America Commercial Mortgage, Inc., 5.463%, due 09/10/47		3,029,585
	970,000	C,S	Banc of America Commercial Mortgage, Inc., 6.186%, due 06/11/35		1,017,933

Principal Amount				Value
$	6,434,386	C,S	Banc of America Funding Corp., 5.159%, due 05/20/47	$	6,112,708
	7,714,491	C,S	Banc of America Funding Corp., 5.159%, due 06/20/47		6,761,831
	11,248,072	C,S	Banc of America Funding Corp., 5.260%, due 09/20/35		10,892,290
	19,354,261	C,S	Banc of America Funding Corp., 5.653%, due 06/20/37		18,860,449
	5,352,878	C,S	Banc of America Funding Corp., 5.750%, due 09/20/34		5,259,498
	5,264,299	C,S	Banc of America Funding Corp., 5.843%, due 05/20/36		5,196,271
	4,198,903	C,S	Banc of America Funding Corp., 7.000%, due 10/25/37		4,264,569
	5,617,114	C,S	Banc of America Mortgage Securities, Inc., 5.177%, due 09/25/35		5,486,601
	1,950,262	C,S	Banc of America Mortgage Securities, Inc., 5.250%, due 11/25/19		1,942,407
	2,106,942	C,S	Banc of America Mortgage Securities, Inc., 5.500%, due 11/25/33		2,037,254
	4,000,182	C,S	Banc of America Mortgage Securities, Inc., 5.500%, due 06/25/35		4,005,780
	1,402,002	C,S	Bear Stearns Alternative-A Trust, 5.185%, due 07/25/34		1,399,285
	405,000	C,S	Bear Stearns Commercial Mortgage Securities, 4.030%, due 02/13/46		401,245
	1,206,000	C,S	Bear Stearns Commercial Mortgage Securities, 4.565%, due 07/11/42		1,200,169
	5,802,000	S	Bear Stearns Commercial Mortgage Securities, 5.660%, due 09/11/41		5,426,017
	3,221,000	C,S	Bear Stearns Commercial Mortgage Securities, 7.780%, due 02/15/32		3,379,632
	677,661	C,S	Capco America Securitization Corp., 6.260%, due 10/15/30		681,029
	279,000	C,S	Capco America Securitization Corp., 6.460%, due 10/15/30		281,581
	5,762,422	C,S	Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31		5,962,219
	11,049,900	C,S	Chase Mortgage Finance Corp., 5.409%, due 12/25/35		11,060,753
	6,910,841	C,S	Chase Mortgage Finance Corp., 5.500%, due 11/25/35		6,914,779

See Accompanying Notes to Financial Statements
102

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	9,471,939	C,S	Chaseflex Trust, 6.500%, due 02/25/37	$	9,522,251
	4,070,442	C,S	Citigroup Mortgage Loan Trust, Inc., 5.612%, due 04/25/37		4,028,189
	6,122,450	C,S	Citigroup Mortgage Loan Trust, Inc., 5.940%, due 06/25/36		6,069,170
	11,459,517	C,S	Citigroup Mortgage Loan Trust, Inc., 6.000%, due 11/25/35		11,471,773
	23,671,843	C,S	Citigroup Mortgage Loan Trust, Inc., 6.059%, due 08/25/36		23,956,748
	2,413,703	C,S	Citigroup Mortgage Securities, Inc., 5.500%, due 02/25/22		2,440,497
	819,000	C,S	Commercial Mortgage Pass-Through Certificates, 3.600%, due 03/10/39		808,989
	2,524,821	C,S	Countrywide Alternative Loan Trust, 5.105%, due 11/25/46		2,336,734
	344,213	C,S	Countrywide Alternative Loan Trust, 5.165%, due 02/25/35		339,136
	12,146,831	C,S	Countrywide Alternative Loan Trust, 5.407%, due 10/25/35		12,138,654
	1,707,182	C,S	Countrywide Alternative Loan Trust, 5.500%, due 02/25/25		1,647,335
	4,515,996	C,S	Countrywide Alternative Loan Trust, 5.565%, due 09/25/36		4,512,048
	7,694,451	C,S	Countrywide Alternative Loan Trust, 5.668%, due 11/25/46		6,929,622
	1,491,575	C,S	Countrywide Alternative Loan Trust, 6.000%, due 05/25/36		1,487,015
	600,506	C,S	Countrywide Home Loan Mortgage Pass-Through Trust, 5.000%, due 02/25/18		584,623
	4,056,483	C,S	Countrywide Home Loan Mortgage Pass-Through Trust, 5.250%, due 10/25/35		3,810,248
	20,388,073	C,S	Countrywide Home Loan Mortgage Pass-Through Trust, 5.750%, due 07/25/37		20,473,214
	1,624,916	C,S	Credit Suisse First Boston Mortgage Securities Corp., 3.727%, due 03/15/35		1,583,312
	1,063,383	C,S	Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		1,041,330
	2,328,000	C,S	Credit Suisse First Boston Mortgage Securities Corp., 4.801%, due 03/15/36		2,317,692
	1,506,361	C,S	Credit Suisse First Boston Mortgage Securities Corp., 5.000%, due 08/25/20		1,461,646

Principal Amount				Value
$	4,000	C,S	Credit Suisse First Boston Mortgage Securities Corp., 7.560%, due 04/15/62	$	4,280
	3,731,924	C,S	Credit Suisse Mortgage Capital Certificates, 7.000%, due 08/25/36		3,770,285
	19,701	C,S	DLJ Commercial Mortgage Corp., 6.240%, due 11/12/31		19,802
	59,658	C,S	DLJ Commercial Mortgage Corp., 7.300%, due 06/10/32		61,342
	11,784,906	C,S	First Horizon Alternative Mortgage Securities, 5.500%, due 08/25/35		11,516,094
	4,095,766	C,S	First Horizon Asset Securities, Inc., 5.500%, due 12/25/35		4,093,531
	3,400,000	C,S	First Union National Bank Commercial Mortgage, 6.663%, due 01/12/43		3,580,312
	136,168,971	C,S,^	GE Capital Commercial Mortgage Corp., 0.507%, due 06/10/48		2,082,296
	1,336,793	C,S	GE Capital Commercial Mortgage Corp., 3.752%, due 07/10/39		1,323,596
	793,000	C,S	GE Capital Commercial Mortgage Corp., 4.371%, due 01/10/38		789,083
	301,000	C,S	GE Capital Commercial Mortgage Corp., 4.865%, due 07/10/39		302,217
	987,999	C,S	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		1,002,451
	3,291,986	C,S	GMAC Mortgage Corp. Loan Trust, 4.583%, due 10/19/33		3,212,459
	8,224,632	C,S	GMAC Mortgage Corp. Loan Trust, 5.259%, due 03/18/35		7,967,043
	4,804,444	C,S	GMAC Mortgage Corp. Loan Trust, 5.461%, due 11/19/35		4,715,956
	109,281,769	#,C,S,^	Greenwich Capital Commercial Funding Corp., 0.323%, due 03/10/39		2,340,990
	6,606,000	C,S	Greenwich Capital Commercial Funding Corp., 5.117%, due 04/10/37		6,621,656
	3,280,000	C,S	Greenwich Capital Commercial Funding Corp., 5.534%, due 03/10/39		2,979,549
	1,660,000	C,S	Greenwich Capital Commercial Funding Corp., 5.554%, due 03/10/39		1,489,859
	1,325,000	C,S	Greenwich Capital Commercial Funding Corp., 5.613%, due 03/10/39		1,124,547
	4,390,000	C,S	GS Mortgage Securities Corp. II, 5.627%, due 04/10/38		3,981,004

See Accompanying Notes to Financial Statements
103

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	1,209,858	#,C,S	GSMPS 2005-RP1 1AF, 5.215%, due 01/25/35	$	1,195,984
	2,955,499	C,S	GSR Mortgage Loan Trust, 5.500%, due 07/25/35		2,914,511
	1,153,843	C,S	Harborview Mortgage Loan Trust, 5.315%, due 01/19/35		1,114,426
	774,749	C,S	Homebanc Mortgage Trust, 5.295%, due 08/25/29		774,299
	15,000,000	C,S	JPMorgan Alternative Loan Trust, 5.035%, due 08/25/36		14,746,554
	1,129,141	C,S	JPMorgan Alternative Loan Trust, 5.507%, due 01/25/36		1,118,339
	369,168,553	C,S,^	JPMorgan Chase Commercial Mortgage Securities Corp., 0.046%, due 01/12/43		482,429
	659,488	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.200%, due 07/12/35		653,722
	3,890,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.223%, due 01/15/42		3,861,936
	4,771,456	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.275%, due 01/12/37		4,731,488
	1,402,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.865%, due 03/15/46		1,382,641
	978,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.455%, due 05/15/47		919,690
	1,951,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.495%, due 05/15/47		1,790,899
	638,350	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.833%, due 04/15/45		646,643
	4,589,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.857%, due 10/12/35		4,756,780
	4,005,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.861%, due 04/15/45		4,103,463
	26,939,708	C,S	JPMorgan Mortgage Trust, 5.405%, due 11/25/35		26,377,620
	28,084,493	C,S,^	LB-UBS Commercial Mortgage Trust, 0.485%, due 02/15/40		878,292
	1,794,000	C,S	LB-UBS Commercial Mortgage Trust, 3.992%, due 10/15/29		1,776,613

Principal Amount				Value
$	6,291,000	C,S	LB-UBS Commercial Mortgage Trust, 4.201%, due 12/15/29	$	6,252,315
	499,000	C,S	LB-UBS Commercial Mortgage Trust, 4.310%, due 02/15/30		492,625
	1,707,000	C,S	LB-UBS Commercial Mortgage Trust, 4.510%, due 12/15/29		1,694,251
	2,276,000	C,S	LB-UBS Commercial Mortgage Trust, 4.567%, due 06/15/29		2,270,497
	2,531,788	C,S	LB-UBS Commercial Mortgage Trust, 4.821%, due 04/15/30		2,525,622
	1,066,000	C,S	LB-UBS Commercial Mortgage Trust, 4.836%, due 02/15/40		996,266
	2,050,000	C,S	LB-UBS Commercial Mortgage Trust, 4.885%, due 09/15/30		2,046,932
	2,416,000	C,S	LB-UBS Commercial Mortgage Trust, 4.998%, due 04/15/30		2,397,992
	3,322,000	C,S	LB-UBS Commercial Mortgage Trust, 5.103%, due 11/15/30		3,329,843
	4,256,000	C,S	LB-UBS Commercial Mortgage Trust, 5.287%, due 04/15/40		4,025,302
	6,517,000	C,S	LB-UBS Commercial Mortgage Trust, 5.403%, due 02/15/40		6,552,980
	2,358,000	C,S	LB-UBS Commercial Mortgage Trust, 5.516%, due 11/15/38		2,091,254
	1,693,000	C,S	LB-UBS Commercial Mortgage Trust, 5.533%, due 02/15/40		1,519,852
	3,386,000	C,S	LB-UBS Commercial Mortgage Trust, 5.563%, due 02/15/40		2,985,852
	15,233,000	C,S	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		16,026,449
	11,516,549	C,S	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		12,144,530
	3,752,000	C,S	MASTR Alternative Loans Trust, 6.250%, due 07/25/36		3,775,762
	158,560	C,S	MASTR Alternative Loans Trust, 6.500%, due 05/25/33		158,167
	812,996	C,S	MASTR Alternative Loans Trust, 8.500%, due 05/25/33		816,440
	83,495,729	#,C,S,^	Merrill Lynch Mortgage Trust, 0.177%, due 11/12/35		460,930
	104,882,132	S,^	Merrill Lynch Mortgage Trust, 0.212%, due 10/12/41		1,972,602

See Accompanying Notes to Financial Statements
104

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	2,725,000	C,S	Merrill Lynch Mortgage Trust, 4.892%, due 02/12/42	$	2,736,173
	19,360,891	C,S,^	Merrill Lynch/Countrywide Commercial Mortgage Trust, 0.545%, due 08/12/48		726,512
	1,445,000	C,S	Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.479%, due 08/12/48		1,289,115
	1,617,000	C,S	Merrill Lynch/Countrywide Commercial Mortgage Trust, 5.509%, due 08/12/48		1,416,776
	1,138,249	C,S	MLCC Mortgage Investors, Inc., 5.095%, due 04/25/29		1,118,200
	498,109	C,S	MLCC Mortgage Investors, Inc., 5.185%, due 01/25/29		495,732
	8,245,000	C,S	Morgan Stanley Capital I, 5.007%, due 01/14/42		8,190,216
	1,319,370	C,S	Morgan Stanley Dean Witter Capital I, 4.180%, due 03/12/35		1,296,604
	72,414	C,S	MortgageIT Trust, 5.235%, due 11/25/35		67,351
	3,764,000	C,S	New York Mortgage Trust, Inc., 5.649%, due 05/25/36		3,798,999
	1,804,000	C,S	Nomura Asset Securities Corp., 6.690%, due 03/15/30		1,920,334
	2,117,716	C,S	Prime Mortgage Trust, 5.365%, due 02/25/35		2,085,699
	2,344,282	C,S	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36		2,301,819
	14,283,854	C,S	RAAC Series, 5.250%, due 09/25/34		14,080,006
	1,661,824	C,S	Residential Accredit Loans, Inc., 5.095%, due 05/25/46		1,528,638
	13,998,680	C,S	Residential Accredit Loans, Inc., 5.500%, due 05/25/34		12,609,272
	1,315,905	C,S	Residential Funding Mortgage Security I, 5.315%, due 05/25/33		1,305,362
	8,105,338	C,S	Residential Funding Mortgage Security I, 6.000%, due 06/25/36		8,163,569
	739,497	C,S	Sequoia Mortgage Trust, 5.219%, due 01/20/35		720,652
	884,541	C,S	Structured Adjustable Rate Mortgage Loan Trust, 5.175%, due 07/25/35		829,649
	1,162,742	C,S	Structured Adjustable Rate Mortgage Loan Trust, 5.922%, due 05/25/36		1,153,769
	1,488,883	C,S	Structured Asset Mortgage Investments, Inc., 5.205%, due 04/19/35		1,481,522

Principal Amount				Value
$	6,176,819	C,S	Structured Asset Mortgage Investments, Inc., 7.148%, due 12/27/35	$	6,266,748
	1,410,324	C,S	Structured Asset Securities Corp., 5.500%, due 07/25/33		1,401,261
	2,212,541	C,S	Thornburg Mortgage Securities Trust, 5.215%, due 12/25/33		2,198,750
	2,065,142	C,S	Thornburg Mortgage Securities Trust, 5.235%, due 09/25/44		2,029,718
	1,336,000	#,C,S	Wachovia Bank Commercial Mortgage Trust, 5.210%, due 10/15/44		1,223,361
	11,328,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.210%, due 10/15/44		10,571,046
	610,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.244%, due 07/15/42		612,634
	4,782,000	C,S	Washington Mutual Mortgage Pass-Through Certificates, 3.795%, due 06/25/34		4,702,839
	3,979,815	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.000%, due 12/25/18		3,937,963
	7,926,316	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.079%, due 09/25/46		6,884,092
	1,005,561	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.175%, due 01/25/45		952,198
	981,704	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.233%, due 06/25/44		967,536
	1,809,825	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.265%, due 08/25/45		1,757,782
	1,291,969	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.465%, due 07/25/36		1,280,838
	7,773,835	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.488%, due 03/25/47		7,136,596
	8,813,658	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.496%, due 01/25/37		8,736,390
	9,246,327	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.548%, due 04/25/47		8,435,799

See Accompanying Notes to Financial Statements
105

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	13,407,174	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.558%, due 04/25/47	$	12,341,243
	17,845,290	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.558%, due 05/25/47		16,462,942
	5,855,145	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.598%, due 07/25/47		5,406,405
	5,907,072	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.628%, due 11/25/46		5,486,007
	15,215,875	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.683%, due 06/25/37		15,196,304
	19,863,029	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.700%, due 06/25/37		19,613,933
	8,673,661	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.748%, due 09/25/46		8,056,907
	12,810,530	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.750%, due 02/25/36		12,747,278
	6,786,932	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.758%, due 05/25/46		5,972,500
	870,192	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.758%, due 06/25/46		809,408
	2,761,000	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.822%, due 10/25/36		2,790,724
	10,845,794	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.877%, due 07/25/37		10,599,242
	13,254,048	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.880%, due 07/25/37		13,235,477
	1,617,591	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.883%, due 10/25/46		1,582,206
	9,708,742	C,S	Washington Mutual Mortgage Pass-Through Certificates, 5.914%, due 07/25/37		9,672,190

Principal Amount				Value
$	3,548,529	C,S	Washington Mutual Mortgage Pass-Through Certificates, 6.000%, due 06/25/34	$	3,583,910
	7,011,463	C,S	Washington Mutual Mortgage Pass-Through Certificates, 6.000%, due 07/25/36		6,995,758
	4,750,372	C,S	Wells Fargo Alternative Loan Trust, 6.000%, due 06/25/37		4,699,616
	2,431,979	C,S	Wells Fargo Alternative Loan Trust, 6.250%, due 11/25/37		2,390,734
	6,671,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 3.500%, due 06/25/35		6,623,531
	5,950,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.500%, due 08/25/18		5,746,740
	4,195,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.790%, due 07/25/34		4,132,274
	4,243,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.818%, due 07/25/34		4,127,458
	4,215,843	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.892%, due 08/25/34		4,137,846
	6,391,066	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.000%, due 12/25/33		6,200,589
	9,977,426	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.110%, due 03/25/36		9,719,027
	9,673,070	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.387%, due 08/25/35		9,489,745
	5,582,110	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 12/25/35		5,470,308
	6,321,663	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.500%, due 01/25/36		6,195,052
	19,880,331	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.650%, due 12/25/36		19,550,826
	8,231,862	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.940%, due 11/25/36		8,323,557

See Accompanying Notes to Financial Statements
106

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal
Amount

Value

COLLATERALIZED MORTGAGE OBLIGATIONS (continued)

9,465,121

C,S

Wells Fargo
Mortgage-Backed
Securities Trust,
5.950%, due 10/25/36

9,572,903

10,412,828

C,S

Wells Fargo
Mortgage-Backed
Securities Trust,
6.000%, due 06/25/36

10,505,137

Total Collateralized
Mortgage Obligations
(Cost $936,946,619)

919,886,306

MUNICIPAL BONDS: 0.5%

California: 0.2%

6,482,000

C,S

City of San Diego,
7.125%, due 06/01/32

5,929,150

5,929,150

Michigan: 0.3%

11,680,000

Michigan Tobacco
Settlement Finance
Authority, 7.309%,
due 06/01/34

10,862,750

10,862,750

Total Municipal Bonds
(Cost $18,265,815)

16,791,900

Value

PREFERRED STOCK: 0.9%

Banks: 0.1%

248,050

@@,P,S

Santander Finance,
5.661%, due 03/05/17

4,688,145

4,688,145

Diversified Financial Services: 0.3%

182,000

P,S

Deutsche Bank
Capital Trust II,
6.550%, due 05/23/17

3,933,020

302,625

P, L

Merrill Lynch & Co., Inc.,
5.482%, due 05/21/12

5,295,938

9,228,958

Insurance: 0.4%

324,192

@@,P,S

Aegon NV,
6.375%, due 06/15/15

6,402,792

126,500

@@,P,S

Aegon NV - Series 1,
5.866%, due 12/15/10

2,245,375

285,147

P,S

Metlife, Inc.,
6.500%, due 09/15/10

6,227,610

14,875,777

Sovereign: 0.1%

68,000

P,S

Fannie Mae,
5.580%, due 09/30/12

1,547,000

1,547,000

Total Preferred Stock
(Cost $38,622,157)

30,339,880

Total Long-Term Investments
(Cost $3,492,575,090)

3,436,872,286

Value

SHORT-TERM INVESTMENTS: 28.0%

Mutual Fund: 1.7%

58,316,000

**,S

ING Institutional Prime
Money Market Fund

58,316,000

Total Mutual Fund
(Cost $58,316,000)

58,316,000

Principal
Amount

Value

Repurchase Agreement: 0.2%

6,897,000

Goldman Sachs Repurchase
Agreement dated
12/31/07, 4.150%,
due 01/02/08, $6,898,590
to be received upon
repurchase (Collateralized
by $6,427,000 Federal
Home Loan Mortgage
Corporation, 5.750%,
Market Va lue plus
accrued interest
$7,035,276, due 01/15/12)

6,897,000

Total Repurchase Agreement
(Cost $6,897,000)

6,897,000

Securities Lending Collateral^cc: 26.1%

872,460,480

Bank of New York
Mellon Corp. Institutional
Cash Reserves

872,460,480

Total Securities Lending
Collateral
(Cost $872,460,480)

872,460,480

Total Short-Term Investments
(Cost $937,673,480)

937,673,480

Total Investments in Securities (Cost $4,430,248,570)*	130.7	%	$	4,374,545,766
Other Assets and Liabilities - Net	(30.7	)		(1,027,875,553	)
Net Assets	100.0	%	$	3,346,670,213

@@ Foreign Issuer

MASTR Mortgage Asset Securitization Transaction, Inc.

C Bond may be called prior to maturity date.

P Preferred Stock may be called prior to convertible date.

cc Securities purchased with cash collateral for securities loaned.

W When-issued or delayed delivery security

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

I Illiquid security

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

** Investment in affiliate

^ Interest Only (IO) Security

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

BRL Brazilian Real

See Accompanying Notes to Financial Statements
107

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

* Cost for federal income tax purposes is $4,433,119,083

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	17,461,973
Gross Unrealized Depreciation		(76,035,290	)
Net Unrealized Depreciation	$	(58,573,317	)

At December 31, 2007 the following forward foreign currency contracts were outstanding for ING VP Intermediate Bond Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
				USD
Euro EUR 22,361,292	Buy	1/14/08		32,749,521		32,702,086	$	(47,435	)
Euro EUR 22,250,869	Buy	1/14/08		32,580,902		32,540,599		(40,303	)
							$	(87,738	)
Brazil Real BRL 7,085,400	Sell	1/31/08		3,881,135		3,961,074	$	(79,939	)
Euro EUR 22,361,292	Sell	1/14/08		32,658,980		32,702,086		(43,106	)
Euro EUR 22,250,869	Sell	1/14/08		32,658,980		32,540,599		118,381
British Pound Sterling GBP 32,425,300	Sell	2/14/08		66,257,210		64,464,467		1,792,744
							$	1,788,080

ING VP Intermediate Bond Portfolio Open Futures Contracts on December 31, 2007:

Contract Description	Number of Contracts		Notional Market Value			Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
90-Day Eurodollar		1,859	$	445,067,838		03/17/08	$	2,173,246
90-Day Eurodollar		3,313		799,344,075		09/15/08		2,977,385
90-Day Sterling		569		134,460,173		09/17/08		128,261
90-Day Sterling		569		134,700,862		12/17/08		211,575
Australia 10-Year Bond		519		44,518,259		03/17/08		(131,900	)
Canada 10-Year Bond		413		48,089,528		03/19/08		(321,241	)
Euro-Bund		262		43,327,661		03/06/08		(930,641	)
Euro-Schatz		721		108,950,619		03/06/08		(521,246	)
Long Gilt		211		46,298,531		03/27/08		(186,012	)
U.S. Treasury 2-Year Note		1,648		346,492,000		03/31/08		1,282,505
U.S. Treasury 5-Year Note		508		56,022,875		03/31/08		238,832
							$	4,920,764
Short Contracts
90-Day Eurodollar		3,313	$	(798,018,875	)	09/14/09	$	(3,423,787	)
90-Day Sterling		569		(134,729,178	)	09/16/09		(316,590	)
90-Day Sterling		569		(134,644,229	)	12/16/09		(267,736	)
Fed Fund 30-Day		403		(161,322,051	)	03/31/08		(573,660	)
Fed Fund 30-Day		403		(161,456,395	)	04/30/08		(715,189	)
Fed Fund 30-Day		310		(124,397,451	)	05/30/08		(914,001	)
							$	(6,210,963	)

ING VP Intermediate Bond Portfolio Interest Rate Swap Agreements Outstanding on December 31, 2007:

	Termination Date	Notional Principal Amount		Unrealized Appreciation/ (Depreciation)
Receive a fixed rate equal to 4.04221% and pay a floating rate based on 3-month USD-LIBOR Counterparty: Citibank N.A., New York	12/13/09	USD	173,948,000	$	511,664
Receive a floating rate based on 3-month USD-LIBOR and pay a fixed rate equal to 4.80031% Counterparty: Citibank N.A., New York	12/13/17	USD	41,434,000		(410,063	)
				$	101,601

See Accompanying Notes to Financial Statements
108

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

ING VP Intermediate Bond Portfolio Credit Default Swap Agreements Outstanding on December 31, 2007:

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Barclays Bank PLC	Alcoa Inc. 5.375%, 01/15/13	Buy		(0.390	)%	09/20/12	USD	5,827,000	$	16,901
Citibank N.A., New York	Alcoa Inc. 5.375%, 01/15/13	Buy		(0.570	)%	12/20/17	USD	14,942,000		76,919
JPMorgan Chase Bank N.A., New York	Alcoa Inc. 5.375%, 01/15/13	Buy		(0.430	)%	09/20/12	USD	3,153,000		3,729
Lehman Brothers Special Financing Inc.	Alcoa Inc. 5.375%, 01/15/13	Buy		(0.400	)%	09/20/12	USD	6,305,000		15,580
UBS AG	Australia and New Zealand Banking Group 4.450%, 02/05/15	Buy		(0.350	)%	09/20/17	USD	5,233,000		25,918
UBS AG	Australia and New Zealand Banking Group 4.450%, 02/05/15	Buy		(0.510	)%	09/20/17	USD	5,067,000		78,320
Citibank N.A., New York	Bank of Scotland 5.125%, 12/05/13	Buy		(0.320	)%	09/20/17	USD	6,645,000		322,905
Citibank N.A., New York	Bank of Scotland 5.125%, 12/05/13	Buy		(0.660	)%	09/20/17	USD	6,826,000		155,048
Citibank N.A., New York	Bank of Scotland 5.125%, 12/05/13	Buy		(0.650	)%	09/20/17	USD	3,151,000		73,971
UBS AG	Bank of Scotland 5.125%, 12/05/13	Buy		(0.410	)%	09/20/17	USD	5,233,000		218,442
Merrill Lynch International	Belo Corp. 7.750%, 06/01/27	Buy		(2.050	)%	12/20/17	USD	6,001,000		158,401
Citibank N.A., New York	Belo Corp. 8.000%, 11/01/08	Buy		(0.930	)%	09/20/12	USD	3,505,000		144,356
Citibank N.A., New York	Belo Corp. 8.000%, 11/01/08	Buy		(1.400	)%	09/20/14	USD	3,501,000		151,967
Citibank N.A., New York	BNP Paribas 5.250%, 12/17/12	Buy		(0.250	)%	09/20/17	USD	6,645,000		108,823
Citibank N.A., New York	BNP Paribas 5.250%, 12/17/12	Buy		(0.520	)%	09/20/17	USD	1,410,000		(6,691	)
Citibank N.A., New York	BNP Paribas 5.250%, 12/17/12	Buy		(0.520	)%	09/20/17	USD	3,151,000		(14,953	)
Citibank N.A., New York	CDX.EM.6 Index	Buy		(1.400	)%	12/20/11	USD	9,301,000		177,583
Citibank N.A., New York	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD	17,909,000		(285,152	)
Citibank N.A., New York	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD	17,993,000		(445,949	)
Citibank N.A., New York	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD	4,550,000		(14,778	)
UBS AG	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD	14,567,000		(339,748	)
UBS AG	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD	11,229,000		(75,675	)
UBS AG	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD	14,271,138		(304,265	)
UBS AG	CDX.EM.7 Index	Buy		(1.250	)%	06/20/12	USD	11,636,000		(38,107	)
UBS AG	CDX.NA.HY.8 Index	Buy		(2.750	)%	06/20/12	USD	14,015,000		(2,572	)
UBS AG	CDX.NA.HY.8 Index	Sell		2.750	%	06/20/12	USD	13,822,000		303,304
Lehman Brothers Special Financing Inc.	CDX.NA.HY.8 Index (15-25% Tranche)	Buy		(4.750	)%	06/20/12	USD	19,199,000		567,676
Citibank N.A., New York	CDX.NA.HY.9 Index	Buy		(3.750	)%	12/20/12	USD	23,547,000		813,376
UBS AG	CDX.NA.HY.9 Index	Buy		(3.750	)%	12/20/12	USD	21,957,000		271,669
Lehman Brothers Special Financing Inc.	CDX.NA.HY.9 Index (15-25% Tranche)	Sell		7.050	%	12/20/12	USD	9,600,000		(58,752	)
Lehman Brothers Special Financing Inc.	CDX.NA.HY.9 Index (15-25% Tranche)	Sell		6.500	%	12/20/12	USD	11,348,000		(324,099	)
Lehman Brothers Special Financing Inc.	CDX.NA.HY.9 Index (35-60% Tranche)	Sell		1.950	%	12/20/12	USD	11,348,000		(518,104	)
Lehman Brothers Special Financing Inc.	CDX.NA.HY.9 Index (35-60% Tranche)	Sell		2.600	%	12/20/12	USD	22,617,000		(387,226	)
Citibank N.A., New York	CDX.NA.IG.9 Index	Buy		(0.600	)%	12/20/12	USD	7,200,000		12,953
Lehman Brothers Special Financing Inc.	CDX.NA.IG.9 Index	Buy		(0.600	)%	12/20/12	USD	22,065,000		61,990
Goldman Sachs International	CDX.NA.IG.HVOL.9 Index	Buy		(1.400	)%	12/20/12	USD	61,786,000		237,599
Lehman Brothers Special Financing Inc.	CDX.NA.IG.HVOL.9 Index	Buy		(1.400	)%	12/20/12	USD	63,044,000		237,530
Lehman Brothers Special Financing Inc.	CDX.NA.IG.HVOL.9 Index	Buy		(1.400	)%	12/20/12	USD	63,044,000		242,132

See Accompanying Notes to Financial Statements
109

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount			Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.730	)%	09/20/12	USD	8,176,000		$	(63,518	)
Citibank N.A., New York	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.720	)%	09/20/12	USD	1,083,000			(7,950	)
Merrill Lynch International	Centurytel Inc. 7.875%, 08/15/12	Buy		(0.740	)%	09/20/12	USD	3,114,000			(25,527	)
Citibank N.A., New York	CMS Energy Corp. 6.875%, 12/15/15	Sell		0.820	%	03/20/12	USD	1,040,000	��		(14,380	)
Merrill Lynch International	CMS Energy Corp. 6.875%, 12/15/15	Sell		0.840	%	03/20/12	USD	5,710,000			(74,597	)
Citibank N.A., New York	Computer Sciences Corp. 5.000%, 02/15/13	Buy		(0.780	)%	09/20/17	USD	12,736,000			(172,955	)
Lehman Brothers Special Financing Inc.	Countrywide Home Loan 4.000%, 03/22/11	Sell		8.700	%	12/20/12	USD	649,000			(26,618	)
UBS AG	Countrywide Home Loan 4.000%, 03/22/11	Sell		9.000	%	12/20/12	USD	649,000			(21,496	)
Citibank N.A., New York	Darden Restaurants Inc. 7.125%,02/01/16	Buy		(0.610	)%	12/20/12	USD	1,660,000			17,300
Morgan Stanley Capital Services Inc.	Domtar Corp. (Obligation not yet specified)	Buy		(2.650	)%	09/20/11	USD	2,758,500			(55,423	)
UBS AG	Domtar Corp. (Obligation not yet specified)	Sell		2.600	%	09/20/11	USD	2,761,000			50,865
Barclays Bank PLC	Federative Republic of Brazil 12.250%, 03/06/30	Sell		0.240	%	06/20/08	USD	21,978,000			(13,884	)
Barclays Bank PLC	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.725	)%	06/20/12	USD	7,693,000			63,529
Barclays Bank PLC	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(1.600	)%	08/20/12	USD	5,850,000			(156,766	)
Citibank N.A., New York	Federative Republic of Brazil 12.250%, 03/06/30	Sell		0.240	%	07/20/08	USD	14,080,000			(10,431	)
Citibank N.A., New York	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.740	)%	07/20/12	USD	3,522,000			28,664
Lehman Brothers Special Financing Inc.	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.800	)%	07/20/12	USD	6,292,000			36,738
UBS AG	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.780	)%	07/20/12	USD	14,517,500			96,654
UBS AG	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(0.860	)%	08/20/12	USD	4,079,000			15,482
UBS AG	Federative Republic of Brazil 12.250%, 03/06/30	Buy		(1.150	)%	08/20/12	USD	10,111,000			(81,638	)
Citibank N.A., New York	First Data Corp. 4.700%, 08/01/13	Buy		(5.350	)%	12/20/12	USD	7,311,000			128,916
Citibank N.A., New York	First Data Corp. 4.700%, 08/01/13	Buy		(5.900	)%	12/20/17	USD	4,133,000			89,388
Lehman Brothers Special Financing Inc.	First Data Corp. 4.700%, 08/01/13	Buy		(5.450	)%	12/20/12	USD	6,002,000			83,100
Merrill Lynch International	First Data Corp. 4.700%, 08/01/13	Buy		(5.450	)%	12/20/12	USD	9,001,000			124,622
Citibank N.A., New York	Ford Motor Co. 6.500%, 08/01/18	Sell		6.100	%	12/20/12	USD	3,159,000			(181,959	)
Barclays Bank PLC	Gannett Co. 6.375%, 04/01/12	Buy		(0.780	)%	09/20/14	USD	5,612,000			58,982
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.690	)%	06/20/14	USD	8,772,000			126,296
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.860	)%	09/20/14	USD	2,745,000			16,350
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.770	)%	09/20/14	USD	3,501,000			38,788
Citibank N.A., New York	Gannett Co. 6.375%, 04/01/12	Buy		(0.810	)%	09/20/14	USD	3,503,000			30,834
Barclays Bank PLC	Georgia-Pacific Corp. 7.750%, 11/15/29	Sell		3.000	%	09/20/12	USD	2,907,000			(45,708	)
UBS AG	Georgia-Pacific Corp. 7.750%, 11/15/29	Sell		3.000	%	09/20/12	USD	1,179,000			(18,538	)

See Accompanying Notes to Financial Statements
110

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(0.600	)%	12/20/12	USD	6,020,000	$	20,447
Citibank N.A., New York	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(0.960	)%	12/20/12	USD	8,950,000		(112,156	)
Citibank N.A., New York	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(0.640	)%	12/20/12	USD	2,664,000		4,334
Lehman Brothers Special Financing Inc.	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(1.030	)%	12/20/12	USD	6,593,000		(103,038	)
Morgan Stanley Capital Services Inc.	Goldman Sachs Group Inc. 6.600%, 01/15/12	Buy		(1.030	)%	12/20/12	USD	5,742,000		(89,738	)
Lehman Brothers Special Financing Inc.	Harrah's Operating Co., Inc. 5.625%, 06/01/15	Sell		0.600	%	03/20/08	USD	28,308,000		(122,161	)
UBS AG	HSBC Bank PLC 4.250%, 03/18/16	Buy		(0.400	)%	09/20/17	USD	5,233,000		104,904
UBS AG	LCDX.NA.8 Index	Buy		(1.200	)%	06/20/12	USD	27,067,035		(57,076	)
UBS AG	LCDX.NA.8 Index	Buy		(1.200	)%	06/20/12	USD	4,558,658		(44,998	)
UBS AG	LCDX.NA.8 Index	Sell		1.200	%	06/20/12	USD	54,134,069		(1,130,613	)
UBS AG	LCDX.NA.8 Index	Sell		1.200	%	06/20/12	USD	14,327,600		336,398
Citibank N.A., New York	Lehman Brothers Hldgs. 6.625%, 01/18/12	Buy		(1.100	)%	12/20/12	USD	2,664,000		13,498
Citibank N.A., New York	Lehman Brothers Hldgs. 6.625%, 01/18/12	Buy		(1.100	)%	12/20/12	USD	2,676,000		13,558
Barclays Bank PLC	Lloyds TSB Group PLC 5.875%, 07/08/14	Buy		(0.500	)%	12/20/17	USD	2,859,000		6,377
Citibank N.A., New York	Louisiana-Pacific Corp. 8.875%, 08/15/10	Buy		(2.000	)%	12/20/12	USD	3,317,000		82,447
Citibank N.A., New York	Louisiana-Pacific Corp. 8.875%, 08/15/10	Buy		(2.100	)%	12/20/12	USD	5,970,000		123,399
Morgan Stanley Capital Services Inc.	Louisiana-Pacific Corp. 8.875%, 08/15/10	Buy		(2.230	)%	12/20/12	USD	5,742,000		87,441
UBS AG	Louisiana-Pacific Corp. 8.875%, 08/15/10	Buy		(2.000	)%	12/20/12	USD	3,489,000		86,722
Lehman Brothers Special Financing Inc.	Macquarie Bank Ltd. FRN, 09/18/15	Buy		(1.200	)%	12/20/12	USD	22,001,000		(63,184	)
Lehman Brothers Special Financing Inc.	Macquarie Bank Ltd. FRN, 09/18/15	Sell		1.300	%	12/20/17	USD	13,104,000		(22,810	)
Barclays Bank PLC	Merrill Lynch & Co. 5.000%, 01/15/15	Buy		(0.860	)%	09/20/12	USD	12,627,000		232,821
UBS AG	Merrill Lynch & Co. 5.000%, 01/15/15	Buy		(0.830	)%	09/20/12	USD	1,392,000		27,386
Barclays Bank PLC	Morgan Stanley 6.600%, 04/01/12	Buy		(1.040	)%	12/20/12	USD	5,724,000		8,429
Citibank N.A., New York	Morgan Stanley 6.600%, 04/01/12	Buy		(1.080	)%	12/20/12	USD	8,950,000		(2,426	)
Citibank N.A., New York	Norbord Inc. 7.250%, 07/01/12	Sell		2.200	%	06/20/12	USD	1,495,500		(110,967	)
Citibank N.A., New York	Norbord Inc. 7.250%, 07/01/12	Buy		(2.450	)%	12/20/17	USD	8,363,000		754,732
Credit Suisse International	Norbord Inc. 7.250%, 07/01/12	Buy		(1.450	)%	06/20/14	USD	9,317,000		1,179,117
UBS AG	Norbord Inc. 7.250%, 07/01/12	Buy		(1.500	)%	06/20/12	USD	1,495,500		148,769
UBS AG	Norbord Inc. 7.250%, 07/01/12	Buy		(2.400	)%	12/20/17	USD	3,325,000		310,199
Lehman Brothers Special Financing Inc.	Radian Group Inc. 5.375%, 06/15/15	Sell		3.900	%	09/20/14	USD	13,533,900		(939,058	)
UBS AG	Radian Group Inc. 5.375%, 06/15/15	Buy		(0.850	)%	09/20/14	USD	13,533,900		2,682,244
Lehman Brothers Special Financing Inc.	Residential Capital LLC 6.500%, 04/17/13	Sell		5.000	%	12/20/12	USD	2,715,000		43,608
Citibank N.A., New York	Royal Bank of Scotland PLC 6.000%, 05/10/13	Buy		(0.290	)%	09/20/17	USD	6,645,000		253,639

See Accompanying Notes to Financial Statements
111

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
UBS AG	Royal Bank of Scotland PLC 6.000%, 05/10/13	Buy		(0.400	)%	09/20/17	USD	5,233,000	$	155,544
Citibank N.A., New York	Simon Property Group LP 6.350%, 08/28/12	Buy		(0.380	)%	09/20/12	USD	1,445,000		46,690
Citibank N.A., New York	Societe Generale 6.625%, 04/27/15	Buy		(0.510	)%	09/20/17	USD	1,410,000		(5,136	)
Citibank N.A., New York	Societe Generale 6.625%, 04/27/15	Buy		(0.510	)%	09/20/17	USD	3,151,000		(11,477	)
UBS AG	Societe Generale 6.625%, 04/27/15	Buy		(0.380	)%	09/20/17	USD	5,233,000		34,111
Barclays Bank PLC	Standard Chartered Bank 3.625%, 02/03/17	Buy		(0.750	)%	12/20/17	USD	2,859,000		1,689
Citibank N.A., New York	Standard Chartered Bank 3.625%, 02/03/17	Buy		(0.670	)%	09/20/17	USD	1,410,000		9,340
UBS AG	Standard Chartered Bank 3.625%, 02/03/17	Buy		(0.420	)%	09/20/17	USD	5,233,000		135,343
Goldman Sachs International	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.040	)%	03/20/14	USD	2,105,000		8,590
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		74,940
JPMorgan Chase Bank N.A., New York	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.020	)%	03/20/14	USD	6,015,000		30,938
Morgan Stanley Capital Services Inc.	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.900	)%	03/20/14	USD	5,447,000		62,753
Morgan Stanley Capital Services Inc.	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(1.600	)%	09/20/17	USD	5,813,000		(136,554	)
UBS AG	Temple-Inland Inc. 7.875%, 05/01/12	Buy		(0.900	)%	03/20/14	USD	5,820,000		67,050
UBS AG	Toll Bros Finance Corp. 6.875%, 11/15/12	Buy		(1.000	)%	06/20/12	USD	13,620,000		857,050
Citibank N.A., New York	United Mexican States 7.500%, 04/08/33	Sell		0.160	%	07/20/08	USD	21,337,000		(2,212	)
Citibank N.A., New York	United Mexican States 7.500%, 04/08/33	Buy		(0.355	)%	07/20/12	USD	2,668,000		32,326
UBS AG	United Mexican States 7.500%, 04/08/33	Buy		(0.620	)%	08/20/12	USD	10,673,000		16,356
Bear Stearns Credit Products Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.280	)%	03/20/14	USD	15,391,000		59,383
Bear Stearns Credit Products Inc.	UST Inc. 6.625%, 07/15/12	Buy		(0.380	)%	03/20/17	USD	6,156,000		25,619
Merrill Lynch International	Washington Mutual, Inc. 5.250%, 09/15/17	Buy		(3.150	)%	12/20/12	USD	12,608,000		464,571
UBS AG	Westpac Banking Corp. 5.875%, 04/29/18	Buy		(0.350	)%	09/20/17	USD	5,233,000		141,978
UBS AG	Westpac Banking Corp. 5.875%, 04/29/18	Buy		(0.510	)%	09/20/17	USD	5,067,000		75,612
Morgan Stanley Capital Services Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.880	)%	03/20/17	USD	5,814,000		116,760
Citibank N.A., New York	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.580	)%	03/20/14	USD	1,083,000		26,189
JPMorgan Chase Bank N.A., New York	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.640	)%	03/20/14	USD	6,191,000		129,908
Lehman Brothers Special Financing Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.570	)%	03/20/14	USD	6,218,000		153,678
Morgan Stanley Capital Services Inc.	Weyerhaeuser Co. 6.750%, 03/15/12	Buy		(0.600	)%	03/20/14	USD	11,701,000		270,477
Barclays Bank PLC	Weyerhaeuser Co. 7.125%, 07/15/23	Sell		0.780	%	09/20/12	USD	5,906,000		(33,088	)
Lehman Brothers Special Financing Inc.	Weyerhaeuser Co. 7.125%, 07/15/23	Sell		0.780	%	09/20/12	USD	4,980,000		(27,900	)
Lehman Brothers Special Financing Inc.	Weyerhaeuser Co. 7.125%, 07/15/23	Sell		0.770	%	09/20/12	USD	12,455,000		(75,067	)
UBS AG	Weyerhaeuser Co. 7.125%, 07/15/23	Sell		0.790	%	09/20/12	USD	4,096,000		(21,209	)

See Accompanying Notes to Financial Statements
112

PORTFOLIO OF INVESTMENTS
ING VP INTERMEDIATE BOND PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/Receive Fixed Rate			Termination Date	Notional Amount		Unrealized Appreciation/ (Depreciation)
Citibank N.A., New York	Williams Partners LP 7.500%, 06/15/11	Sell		1.030	%	03/20/12	USD	7,035,351	$	84,584
UBS AG	XL Capital Assurance Inc. (no specified obligation)	Buy		(6.400	)%	12/20/12	USD	1,927,000		(18,710	)
UBS AG	XL Capital Ltd. 5.250%, 09/15/14	Buy		(0.610	)%	09/20/16	USD	5,501,000		243,548
UBS AG	XL Capital Ltd. 5.250%, 09/15/14	Buy		(0.610	)%	09/20/16	USD	11,002,000		487,097
									$	8,899,156

See Accompanying Notes to Financial Statements
113

PORTFOLIO OF INVESTMENTS
ING VP MONEY MARKET PORTFOLIO AS OF DECEMBER 31, 2007

Principal Amount				Value
CERTIFICATES OF DEPOSIT: 1.0%
$	6,800,000		Canadian Imperial Bank of Commerce, 5.000%, due 04/18/08	$	6,794,517
	10,000,000		HBOS Treasury Services, 4.500%, due 01/14/08		10,002,432
Total Certificates of Deposit (Cost $16,796,949)					16,796,949
COMMERCIAL PAPER: 41.3%
	8,000,000	#	ASB Finance Ltd., 5.100%, due 01/25/08		7,972,800
	41,500,000	#	Barton Capital, LLC, 4.800%, due 01/11/08		41,329,503
	17,500,000		BNP Paribas Finance, Inc., 4.850%, due 03/28/08		17,294,885
	64,000,000		Cafco, LLC, 5.900%, due 01/25/08		63,647,032
	22,000,000		Caisse Nationale des Caisses d'Epargne et de Prevoyance, 4.740%, due 02/29/08		21,829,097
	19,960,000		Cargill Global Fund PLC, 5.000%, due 02/28/08		19,799,211
	28,000,000		Ciesco LP, 5.800%, due 01/24/08		27,895,440
	70,000,000		Concord Minutemen Capital Co., LLC, 5.130%, due 04/11/08		68,958,062
	64,000,000		Crown Point Capital Co., 6.000%, due 03/14/08		63,119,333
	29,000,000		Jupiter Securities Co., LLC, 5.250%, due 01/22/08		28,911,567
	70,000,000	#	Old Line Funding, LLC, 6.050%, due 01/15/08		69,794,339
	47,650,000	#	Park Avenue, 4.990%, due 02/19/08		47,326,971
	53,000,000		Thunder Bay Funding, LLC, 5.140%, due 01/10/08		52,773,610
	51,500,000	#	Tulip Funding Corp., 4.860%, due 02/06/08		51,259,043
	37,000,000	#	Variable Funding Capital, 4.850%, due 01/10/08		36,807,964
	1,500,000		Westpac Banking Corp., 4.650%, due 03/20/08		1,484,694
	44,000,000		Windmill Funding Corp., 5.050%, due 01/04/08		43,908,217
	43,250,000	#	Yorktown Capital, LLC, 4.950%, due 01/25/08		43,074,751
Total Commercial Paper (Cost $707,186,519)					707,186,519
CORPORATE BONDS/NOTES: 53.5%
	3,500,000	@@	Alliance & Leicester PLC, 5.318%, due 01/14/08		3,500,089
	10,940,000		Allstate Financial Global Funding, 5.402%, due 01/25/08		10,929,188
	3,500,000	#	Allstate Financial Global Funding, 5.476%, due 06/20/08		3,453,259
	5,750,000		Allstate Life Global Funding Trusts, 4.895%, due 08/27/08		5,750,352

Principal Amount				Value
$	14,000,000		American Express Bank FSB, 5.038%, due 10/16/08	$	13,977,438
	11,000,000		American Express Credit, 4.949%, due 08/20/08		11,000,122
	4,250,000		American Express Credit Corp., 5.394%, due 05/16/08		4,213,820
	34,200,000	#	American General Finance Corp., 5.088%, due 09/12/08		34,203,431
	16,000,000		American General Finance Corp., 5.329%, due 01/18/08		16,001,029
	4,000,000	#	American Honda Finance Corp., 4.630%, due 02/04/08		4,000,311
	10,000,000	#	American Honda Finance Corp., 5.360%, due 03/11/08		9,978,407
	5,100,000	#	American International Group, Inc., 4.884%, due 06/23/08		5,097,303
	2,900,000	@@,#	ANZ National International Ltd., 5.302%, due 05/16/08		2,889,249
	7,100,000	@@,#	Banco Santander Totta SA, 5.038%, due 08/15/08		7,100,199
	9,500,000	#	Bank of New York, 4.925%, due 05/27/08		9,500,000
	7,800,000	@@,#	Bank of Scotland PLC, 4.701%, due 08/29/08		7,800,000
	5,500,000		Bank One Corp., 5.384%, due 08/01/08		5,518,744
	3,000,000		Bank One Corp., 5.412%, due 06/30/08		2,960,269
	19,400,000		Bear Stearns Cos., Inc., 4.550%, due 07/02/08		19,139,219
	12,300,000		Bear Stearns Cos., Inc., 4.640%, due 08/05/08		12,300,000
	12,750,000		Bear Stearns Cos., Inc., 4.915%, due 08/28/08		12,750,000
	4,300,000		Bear Stearns Cos., Inc., 5.128%, due 01/15/08		4,300,195
	4,000,000		Bear Stearns Cos., Inc., 5.161%, due 04/29/08		4,002,158
	6,850,000		Bear Stearns Cos., Inc., 5.465%, due 01/31/08		6,841,923
	13,200,000		Canadian Imperial Bank of Commerce, 4.360%, due 02/14/08		13,200,561
	6,000,000		Canadian Imperial Bank of Commerce, 4.896%, due 08/22/08		6,000,759
	12,000,000		Citigroup Funding, Inc., 4.360%, due 03/14/08		12,000,991
	10,000,000		Citigroup Funding, Inc., 4.360%, due 10/03/08		9,982,507
	2,865,000	L	Credit Suisse First Boston USA, Inc., 5.234%, due 06/02/08		2,866,513
	20,000,000		Credit Suisse First Boston USA, Inc., 5.276%, due 12/09/08		19,992,010

See Accompanying Notes to Financial Statements
114

PORTFOLIO OF INVESTMENTS
ING VP MONEY MARKET PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal Amount				Value
CORPORATE BONDS/NOTES (continued)
$	4,000,000		Credit Suisse First Boston USA, Inc., 5.456%, due 06/01/08	$	4,016,641
	20,500,000		Credit Suisse Group, 4.320%, due 03/14/08		20,499,812
	5,865,000		Credit Suisse Holdings USA, Inc., 5.558%, due 03/27/08		5,874,569
	13,000,000	@@,#	Danske Bank A/S, 4.919%, due 08/19/08		12,999,370
	35,000,000		Deutsche Bank AG, 4.941%, due 06/19/08		35,004,139
	9,000,000	@@	Deutsche Bank AG, 5.243%, due 01/09/09		8,974,418
	4,000,000		General Electric Capital Corp., 4.420%, due 01/27/09		3,972,400
	3,600,000		General Electric Capital Corp., 5.171%, due 03/04/08		3,600,062
	22,000,000	I	Goldman Sachs Group LP, 5.268%, due 04/11/08		22,000,000
	7,000,000		Goldman Sachs Group, Inc., 4.924%, due 12/23/08		6,950,765
	19,550,000	#	Goldman Sachs Group, Inc., 5.098%, due 09/12/08		19,552,297
	5,750,000		Goldman Sachs Group, Inc., 5.111%, due 07/29/08		5,729,815
	27,000,000	@@,#	HBOS Treasury Services PLC, 4.954%, due 06/24/08		27,000,000
	5,000,000	L	HSBC Finance Corp., 5.036%, due 05/09/08		4,997,751
	28,500,000		HSBC Finance Corp., 5.312%, due 06/17/08		28,640,588
	3,000,000		HSBC Finance Corp., 5.316%, due 01/15/08		2,999,235
	6,420,000		HSBC Finance Corp., 5.368%, due 03/11/08		6,405,139
	2,850,000		Lehman Brothers Holdings, Inc., 4.733%, due 04/02/08		2,849,492
	5,700,000		Lehman Brothers Holdings, Inc., 5.448%, due 08/07/08		5,636,028
	16,339,000		Lehman Brothers Holdings, Inc., 5.819%, due 02/01/08		16,358,547
	1,000,000		Marshall & Ilsley Bank, 5.030%, due 02/08/08		998,301
	6,000,000	#	MBIA Global Funding, LLC, 4.315%, due 03/14/08		6,000,000
	19,000,000	#	MBIA Global Funding, LLC, 4.370%, due 02/15/08		19,000,892
	6,925,000	#	MBIA Global Funding, LLC, 5.308%, due 01/11/08		6,925,169
	4,500,000		MBNA Corp., 5.308%, due 05/05/08		4,506,766
	42,000,000		Merrill Lynch & Co., Inc., 4.980%, due 08/22/08		41,974,381
	2,000,000		Merrill Lynch & Co., Inc., 5.091%, due 06/16/08		1,999,703
	7,000,000		Merrill Lynch & Co., Inc., 5.323%, due 04/21/08		6,966,179
	10,000,000		Morgan Stanley, 4.650%, due 09/03/08		10,005,506

Principal Amount				Value
$	8,000,000		Morgan Stanley, 4.725%, due 09/03/08	$	8,003,085
	11,500,000		Morgan Stanley, 5.114%, due 04/25/08		11,500,460
	17,000,000		Morgan Stanley, 5.201%, due 03/07/08		17,002,368
	9,900,000		Morgan Stanley, 5.270%, due 05/14/08		9,912,749
	4,450,000	C	Morgan Stanley, 5.449%, due 04/01/08		4,430,444
	10,040,000		PNC Funding Corp., 5.353%, due 03/10/08		10,018,689
	25,500,000		Royal Bank of Canada, 3.744%, due 01/22/08		25,499,185
	11,500,000		Royal Bank of Canada, 4.305%, due 04/02/08		11,499,624
	14,000,000	@@,#	Royal Bank of Scotland Group PLC, 4.942%, due 08/20/08		14,002,192
	12,000,000	@@,#	Santander US Debt SA, 4.970%, due 09/19/08		11,986,440
	35,500,000	@@,#	Santander US Debt SA Unipersonal, 4.875%, due 02/06/08		35,500,984
	2,900,000	@@,#	Santander US Debt SA Unipersonal, 5.240%, due 10/21/08		2,896,077
	3,000,000		SunTrust Bank, 4.729%, due 10/15/08		2,983,271
	3,000,000		SunTrust Bank, 5.101%, due 06/01/08		3,013,902
	15,000,000		SunTrust Bank, 5.133%, due 06/12/08		14,998,102
	2,800,000		Toyota Motor Credit Corp., 3.714%, due 03/17/08		2,799,533
	4,200,000		Toyota Motor Credit Corp., 3.714%, due 03/24/08		4,199,222
	32,500,000		Toyota Motor Credit Corp., 4.340%, due 06/16/08		32,503,488
	8,500,000		Wachovia Bank NA, 4.320%, due 10/03/08		8,458,557
	4,600,000		Wachovia Corp., 4.905%, due 10/28/08		4,593,331
	34,300,000		Washington Mutual Bank, 5.239%, due 04/18/08		34,287,532
	14,000,000	#	Wells Fargo & Co., 5.108%, due 09/12/08		14,004,556
	7,800,000		Westpac Banking Corp., 5.201%, due 07/11/08		7,800,000
Total Corporate Bonds/Notes (Cost $915,581,802)					915,581,802

See Accompanying Notes to Financial Statements
115

PORTFOLIO OF INVESTMENTS
ING VP MONEY MARKET PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Principal
Amount

Value

REPURCHASE AGREEMENT: 4.3%

72,926,000

Deutsche Bank Repurchase
Agreement dated 12/31/07,
4.250%, due 01/02/08,
$69,058,000 to be received
upon repurchase
(Collateralized by
$72,943,219 v arious
U.S. Government Agency
Obligations, 5.250%-5.375%,
Market Value plus accrued
interest $74,384,642,
due 08/01/12-09/09/16)

72,926,000

Total Repurchase Agreement
(Cost $72,926,000)

72,926,000

Securities Lending Collateral^cc: 0.0%

1,010,974

Bank of New York
Mellon Corp. Institutional
Cash Reserves

1,010,974

Total Securities Lending
Collateral
(Cost $1,010,974)

1,010,974

Total Investments in Securities (Cost $1,713,502,244)*	100.1	%	$	1,713,502,244
Other Assets and Liabilities - Net	(0.1	)		(2,362,957	)
Net Assets	100.0	%	$	1,711,139,287

@@ Foreign Issuer

C Bond may be called prior to maturity date.

cc Securities purchased with cash collateral for securities loaned.

I Illiquid security

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

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

See Accompanying Notes to Financial Statements
116

ING VP GLOBAL SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO AS OF DECEMBER 31, 2007

Shares				Value
COMMON STOCK: 94.4%
			Argentina: 0.3%
	3,900	@,L	Mercadolibre, Inc.	$	288,132
					288,132
			Canada: 3.2%
	22,100	@,L	Cognos, Inc.		1,272,297
	16,500	@,L	Research In Motion Ltd.		1,871,100
					3,143,397
			China: 1.2%
	1,500	@	Baidu.com ADR		585,585
	13,500	@,L	Sina Corp.		598,185
					1,183,770
			Finland: 0.7%
	18,700		Nokia OYJ ADR		717,893
					717,893
			France: 1.9%
	2,200		Alstom		472,545
	11,900	@,X	Business Objects SA ADR		724,710
	19	@	NicOx SA		304
	6,900	@	UbiSoft Entertainment		700,474
					1,898,033
			Germany: 1.5%
	23,100	@	Infineon Technologies AG ADR		268,884
	11,600	L	SAP AG ADR		592,180
	3,900	L	Siemens AG		617,603
					1,478,667
			Hong Kong: 1.4%
	67,300		ASM Pacific Technology		489,188
	54,700	L	China Mobile Ltd.		952,573
					1,441,761
			India: 0.9%
	34,900	@	Bharti Airtel Ltd.		872,938
					872,938
			Indonesia: 0.7%
	655,200		Telekomunikasi Indonesia Tbk PT		693,621
					693,621
			Japan: 3.6%
	7,000		Disco Corp.		387,416
	32,700		Konica Minolta Holdings, Inc.		573,264
	32,100		Kurita Water Industries Ltd.		968,195
	4,300	L	Nihon Dempa Kogyo Co., Ltd.		208,400
	1,800		Nintendo Co., Ltd.		1,056,874
	22,000		Sumitomo Metal Mining Co., Ltd.		371,943
					3,566,092
			Mexico: 0.6%
	9,000		America Movil SA de CV ADR		552,510
					552,510
			South Korea: 1.3%
	3,900	@	NHN Corp.		929,981
	700		Samsung Electronics Co., Ltd.		411,948
					1,341,929

Shares				Value
			Switzerland: 0.7%
	3,100		Roche Holding AG	$	535,884
	1,500		Roche Holding Ltd. ADR		129,576
					665,460
			Taiwan: 2.3%
	144,500		Asustek Computer, Inc.		429,973
	29,119		AV TECH Corp.		184,015
	18,900		High Tech Computer Corp.		346,105
	499,800		Inventec Co., Ltd.		287,235
	20,300		MediaTek, Inc.		260,202
	52,259		Taiwan Semiconductor Manufacturing Co., Ltd. ADR		520,500
	288,831		Vanguard International Semiconductor Corp.		214,751
					2,242,781
			United Kingdom: 0.6%
	52,900	@	Blinkx PLC		28,916
	88,200		Meggitt PLC		583,711
					612,627
			United States: 73.5%
	21,400		Abbott Laboratories		1,201,610
	34,000	@	Adobe Systems, Inc.		1,452,820
	25,300	@	Agilent Technologies, Inc.		929,522
	4,000	@,L	Alexion Pharmaceuticals, Inc.		300,120
	8,700	@	American Tower Corp.		370,620
	18,000		Amphenol Corp.		834,660
	23,000	@	Apple, Inc.		4,555,840
	18,700	L	Applera Corp. - Applied Biosystems Group		634,304
	23,500	@,L	Applera Corp. - Celera Genomics Group		372,945
	25,500	L	Applied Materials, Inc.		452,880
	17,800		AT&T, Inc.		739,768
	16,300	@,L	Atheros Communications, Inc.		497,802
	16,900	@	Autodesk, Inc.		840,944
	15,200		Becton Dickinson & Co.		1,270,416
	7,700	@,L	BioForm Medical, Inc.		52,591
	22,800	@,L	BioMarin Pharmaceuticals, Inc.		807,120
	13,700	@	BMC Software, Inc.		488,268
	19,200	@	Broadcom Corp.		501,888
	11,500	@,L	Cavium Networks, Inc.		264,730
	2,500	@,L	Cephalon, Inc.		179,400
	9,000	@,L	Charles River Laboratories International, Inc.		592,200
	8,200	@,L	Ciena Corp.		279,702
	68,400	@	Cisco Systems, Inc.		1,851,588
	25,900	@	Citrix Systems, Inc.		984,459
	13,900	@,L	Computer Sciences Corp.		687,633
	38,500		Corning, Inc.		923,615
	6,200	@,W	Covance, Inc.		537,044
	10,600		CVS Caremark Corp.		421,350
	15,800	@,L	Cyberonics		207,928
	28,200	@	Dell, Inc.		691,182
	25,400	@,L	DST Systems, Inc.		2,096,770
	31,000	@	eBay, Inc.		1,028,890
	21,400	@,L	Electronic Arts, Inc.		1,249,974
	56,000	@	EMC Corp.		1,037,680
	35,300	@,L	Foundry Networks, Inc.		618,456
	19,400	@	Gilead Sciences, Inc.		892,594
	14,000		Goodrich Corp.		988,540
	4,600	@	Google, Inc. - Class A		3,180,808
	15,200		Harris Corp.		952,736

See Accompanying Notes to Financial Statements
117

ING VP GLOBAL SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

Shares				Value
			United Kingdom (continued)
	19,300	@,L	Harris Stratex Networks, Inc.	$	322,310
	35,300		Hewlett-Packard Co.		1,781,944
	8,000	@	ImClone Systems, Inc.		344,000
	9,100	@,L	Integra LifeSciences Holdings Corp.		381,563
	78,800		Intel Corp.		2,100,811
	9,000	L	International Business Machines Corp.		972,900
	15,100		Intersil Corp.		369,648
	4,400		Johnson & Johnson		293,480
	35,900	@,L	Juniper Networks, Inc.		1,191,880
	13,600		KLA-Tencor Corp.		654,976
	49	@,L	Kosan Biosciences, Inc.		176
	38,900	@,L	Kulicke & Soffa Industries, Inc.		266,854
	9,400	@	Lam Research Corp.		406,362
	14,900	@,L	Liberty Global, Inc.		583,931
	14,600		Lockheed Martin Corp.		1,536,796
	19,200		Maxim Integrated Products		508,416
	25,100	@	McAfee, Inc.		941,250
	8,900	@	MedAssets, Inc.		213,066
	10,200	@	MEMC Electronic Materials, Inc.		902,598
	18,100		Merck & Co., Inc.		1,051,791
	51,900		Microsoft Corp.		1,847,640
	5,200	@,L	Millipore Corp.		380,536
	25,400		Motorola, Inc.		407,416
	4,000	@,L	Myriad Genetics, Inc.		185,680
	21,000		National Semiconductor Corp.		475,440
	1,100	@,L	Netezza Corp.		15,180
	8,900	@,L	Netlogic Microsystems, Inc.		286,580
	16,500	@	Nvidia Corp.		561,330
	14,400	@,L	Onyx Pharmaceuticals, Inc.		800,928
	58,100	@	Oracle Corp.		1,311,898
	10,900	L	Owens & Minor, Inc.		462,487
	6,500	@,L	Pharmion Corp.		408,590
	6,700	@,L	Priceline.com, Inc.		769,562
	12,200	@	Progress Software Corp.		410,896
	16,500		Qualcomm, Inc.		649,275
	11,000		Raytheon Co.		667,700
	12,600	@,L	Salesforce.com, Inc.		789,894
	21,900		Seagate Technology, Inc.		558,450
	13,000	@	SenoRx, Inc.		110,500
	14,700	@	St. Jude Medical, Inc.		597,408
	13,000		Stryker Corp.		971,360
	20,900	@,L	Sun Microsystems, Inc.		378,917
	25,500	@,L	Sybase, Inc.		665,295
	26,300	@,L	Syniverse Holdings, Inc.		409,754
	14,900	@	Synopsys, Inc.		386,357
	19,400		Texas Instruments, Inc.		647,960
	8,600		Textron, Inc.		613,180
	5,900	@,L	United Therapeutics Corp.		576,135
	14,700	@,L	Varian Medical Systems, Inc.		766,752
	7,500	@	Varian, Inc.		489,750
	27,500	@,L	VeriSign, Inc.		1,034,275
	13,600		Verizon Communications, Inc.		594,184
	6,700	@,L	VMware, Inc.		569,433
	20,562	@	Waters Corp.		1,625,837
	26,700	@	Yahoo!, Inc.		621,042
					72,843,770
Total Common Stock (Cost $78,627,641)					93,543,381

Principal
Amount

Value

SHORT-TERM INVESTMENTS: 23.2%

U.S. Government Agency
Obligations: 1.6%

1,600,000

Federal Home Loan Bank,
3.250%, due 01/14/08

1,597,978

Total U.S. Government Agency
Obligations
(Cost $1,597,978)

1,597,978

Securities Lending Collateral^cc: 21.6%

21,410,626

Bank of New York Mellon Corp.
Institutional Cash Reserves

21,410,626

Total Securities Lending Collateral
(Cost $21,410,626)

21,410,626

Total Short-Term Investments
(Cost $23,008,604)

23,008,604

Total Investments in Securities (Cost $101,636,245)*	117.6	%	$	116,551,985
Other Assets and Liabilities - Net	(17.6	)		(17,468,934	)
Net Assets	100.0	%	$	99,083,051

@ 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 December 31, 2007.

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

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

* Cost for federal income tax purposes is $101,713,398

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	17,656,639
Gross Unrealized Depreciation		(2,818,052	)
Net Unrealized Appreciation	$	14,838,587
Industry	Percentage of Net Assets
Aerospace/Defense		3.8	%
Biotechnology		2.2
Computers		15.8
Distribution/Wholesale		0.5
Electronics		5.4
Environmental Control		1.0
Hand/Machine Tools		0.4
Healthcare-Products		4.3
Healthcare-Services		0.5
Internet		10.1
Machinery-Diversified		0.5
Media		0.6
Mining		0.4
Miscellaneous Manufacturing		1.8
Pharmaceuticals		7.0
Retail		0.4
Semiconductors		10.7
Software		14.2
Telecommunications		13.7
Toys/Games/Hobbies		1.1
Short-Term Investments		23.2
Other Assets and Liabilities - Net		(17.6	)
Net Assets		100.0	%

See Accompanying Notes to Financial Statements
118

ING VP GLOBAL SCIENCE AND PORTFOLIO OF INVESTMENTS
TECHNOLOGY PORTFOLIO AS OF DECEMBER 31, 2007 (CONTINUED)

At December 31, 2007 the following forward foreign currency contracts were outstanding for ING VP Global Science and Technology Portfolio:

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Australia Dollars AUD 409,000	Buy	1/23/08		366,140		358,649	$	(7,491	)
Australia Dollars AUD 391,000	Buy	1/23/08		335,996		342,865		6,868
Switzerland Francs CHF 780,000	Buy	1/23/08		663,098		690,025		26,928
Switzerland Francs CHF 165,000	Buy	1/23/08		143,931		145,967		2,036
Switzerland Francs CHF 35,000	Buy	1/23/08		30,902		30,963		61
EURO EUR 46,000	Buy	1/23/08		67,391		67,284		(107	)
EURO EUR 382,000	Buy	1/23/08		560,771		558,748		(2,023	)
British Pound Sterling GBP 240,000	Buy	1/23/08		484,448		477,417		(7,030	)
British Pound Sterling GBP 554,000	Buy	1/23/08		1,105,523		1,102,038		(3,485	)
Japanese Yen JPY 66,230,000	Buy	1/15/08		574,026		593,868		19,842
Japanese Yen JPY 60,000,000	Buy	1/23/08		548,256		538,497		(9,758	)
Japanese Yen JPY 1,317,000	Buy	1/23/08		11,713		11,820		107
Japanese Yen JPY 21,800,000	Buy	1/23/08		193,114		195,654		2,540
Korea (South) Won KRW 2,394,675,000	Buy	1/30/08		2,565,265		2,564,578		(687	)
Norway Krone NOK 818,000	Buy	1/23/08		146,206		150,551		4,345
Singapore Dollars SGD 557,000	Buy	1/23/08		382,203		387,645		5,442
							$	37,588
Australia Dollars AUD 800,000	Sell	1/23/08		700,440		701,514		(1,074	)
Switzerland Francs CHF 780,000	Sell	1/23/08		663,098		690,025		(26,927	)
Switzerland Francs CHF 780,000	Sell	1/23/08		664,785		690,025		(25,240	)
EURO EUR 1,244,500	Sell	1/23/08		1,763,457		1,820,320		(56,864	)
British Pound Sterling GBP 1,064,000	Sell	1/23/08		2,165,978		2,116,550		49,429
Hong Kong Dollars HKD 10,733,000	Sell	1/23/08		1,383,049		1,377,785		5,264
Japanese Yen JPY 373,725,751	Sell	1/23/08		3,213,988		3,354,173		(140,185	)

Currency	Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Japanese Yen JPY 70,000,000	Sell	1/23/08		603,805		628,247	$	(24,442	)
Japanese Yen JPY 86,000,000	Sell	1/23/08		784,883		771,846		13,036
Korea (South) Won KRW 2,394,675,000	Sell	1/30/08		2,620,425		2,564,578		55,846
Singapore Dollars SGD 557,000	Sell	1/23/08		383,444		387,645		(4,202	)
Taiwan New Dollars TWD 90,000,000	Sell	1/30/08		2,780,911		2,790,092		(9,181	)
							$	(164,540	)

See Accompanying Notes to Financial Statements
119

SHAREHOLDER MEETING INFORMATION (UNAUDITED)

A special meeting of shareholders of ING Variable Portfolios, Inc. was held February 1, 2007, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

A brief description of each matter voted upon as well as the results are outlined below:

Matters:

1 To approve a new sub-advisory agreement for the Portfolio between ING Investments, LLC ("ING Investments"), the Portfolio's investment adviser, and BlackRock Advisors, LLC ("BA LLC"), under which BA LLC will serve as sub-adviser to the Portfolio, with no change in the investment adviser, the portfolio management team or the overall management fee paid by the Portfolio to ING Investments.

2 To approve a "Manager-of Managers" arrangement for the Portfolio to permit ING Investments, in its capacity as the Portfolio's investment adviser, subject to prior approval by the Portfolio's Board of Directors/Trustees, to enter into and materially amend agreements with unaffiliated sub-advisers without obtaining approval of the Portfolio's shareholders.

Results:

	Proposal*		Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total shares voted
ING VP Global Science and Technology Portfolio		1		10,312,248		344,995		1,698,537		—		12,355,780
ING VP Global Science and Technology Portfolio		2		9,088,860		1,516,492		1,750,428		—		12,355,780

* All proposals passed at this meeting.

A special meeting of shareholders of ING VP Balanced Portfolio, Inc. was held November 15, 2007, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.

A brief description of each matter voted upon as well as the results are outlined below:

Matters:

1 To elect a Board of Directors/Trustees.

2 To ratify the selection of KPMG LLP as the registered independent public accounting firm for the Portfolio for the fiscal year beginning January 1, 2008.

3 To approve the following series of proposals to standardize the investment restrictions of the Portfolio:

3A to modify the fundamental investment restriction on concentration.

3B to modify the fundamental investment restriction on diversification.

3C to modify the fundamental investment restriction on borrowing.

3D to modify the fundamental investment restriction on lending.

3E to modify the fundamental investment restriction on underwriting.

3F to modify the fundamental investment restriction on real estate.

3G to modify the fundamental investment restriction on senior securities.

3H to modify the fundamental investment restriction on commodities.

4 To reclassify the investment objective of each Portfolio as non-fundamental.

5 To approve a proposal to implement a "manager-of-managers" arrangement for each of the Portfolios which will permit ING Investments, LLC ("ING Investments" or the "Adviser"), in its capacity as the investment adviser of a Portfolio, subject to prior approval by the Board of the Portfolio, to enter into and materially amend agreements with unaffiliated sub-advisers without obtaining the approval of the Portfolio's shareholders.

Results:

	Proposal*			Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total shares voted
Albert E. DePrince, Jr.		1			55,236,272		1,464,301		—		—		56,700,573
Maria T. Fighetti		1			55,287,562		1,413,011		—		—		56,700,573
Sidney Koch		1			55,196,051		1,504,522		—		—		56,700,573
Corine T. Norgaard		1			55,234,871		1,465,702		—		—		56,700,573
Joseph E. Obermeyer		1			55,284,998		1,415,575		—		—		56,700,573
Edward T. O'Dell		1			55,286,310		1,414,263		—		—		56,700,573
Russell Jones		1			55,286,300		1,414,273		—		—		56,700,573
Shaun Mathews		1			55,283,120		1,417,453		—		—		56,700,573
Fredric (Rick) A. Nelson III		1			55,272,550		1,428,023		—		—		56,700,573
ING VP Balanced Portfolio, Inc.		2			52,980,357		490,607		3,229,609		—		56,700,573
ING VP Balanced Portfolio		3	A		51,413,726		1,254,340		4,032,507		—		56,700,573
ING VP Balanced Portfolio		3	B		51,389,624		1,428,030		3,882,919		—		56,700,573
ING VP Balanced Portfolio		3	C		51,534,614		1,510,318		3,655,641		—		56,700,573
ING VP Balanced Portfolio		3	D		51,443,872		1,390,622		3,866,079		—		56,700,573

120

SHAREHOLDER MEETING INFORMATION (UNAUDITED) (CONTINUED)

	Proposal*			Shares voted for		Shares voted against or withheld		Shares abstained		Broker non-vote		Total shares voted
ING VP Balanced Portfolio		3	E		51,154,255		1,381,190		4,165,128		—		56,700,573
ING VP Balanced Portfolio		3	F		51,066,468		1,523,977		4,110,128		—		56,700,573
ING VP Balanced Portfolio		3	G		51,164,753		1,603,351		3,932,469		—		56,700,573
ING VP Balanced Portfolio		3	H		51,531,424		1,426,442		3,742,707		—		56,700,573
ING VP Balanced Portfolio		4			51,764,460		1,726,369		3,209,744		—		56,700,573
ING VP Balanced Portfolio		5			51,109,476		2,078,253		3,512,844		—		56,700,573

* All proposals passed at this meeting.

A special meeting of shareholders of ING VP Money Market Portfolio was held November 15, 2007, at the offices of ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258.