Ing Variable Funds N-CSRS Certified semi-annual shareholder report (management investment company)

	OMB APPROVAL
	OMB Number:		3235-0570
	Expires:	August 31, 2011
UNITED STATES	Estimated average burden hours per response. . . . . . . . . . . . . . . . .18.9
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, 2009 to June 30, 2009

ITEM 1.REPORTS TO STOCKHOLDERS.

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

Semi-Annual Report

June 30, 2009

Classes ADV, I, S and S2

ING Variable Product Funds

Domestic Equity and Income Portfolios

n ING Balanced Portfolio*

n ING Growth and Income Portfolio*

Domestic Equity Growth Portfolios

n ING Opportunistic LargeCap Growth Portfolio

n ING Small Company Portfolio*

Domestic Equity Value Portfolio

n ING Opportunistic LargeCap Portfolio (formerly, ING Opportunistic LargeCap Value Portfolio)

Fixed-Income Portfolios

n ING Intermediate Bond Portfolio*

n ING Money Market Portfolio*

Global Equity Portfolio

n ING BlackRock Science and Technology Opportunities Portfolio (formerly, ING BlackRock Global Science and Technology Portfolio)

*  Prior to May 1, 2009, the Portfolio's name contained the "VP" prefix.

E-Delivery Sign-up – details inside

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

MUTUAL FUNDS

TABLE OF CONTENTS

President's Letter	1
Market Perspective	2
Shareholder Expense Examples	4
Statements of Assets and Liabilities	6
Statements of Operations	10
Statements of Changes in Net Assets	12
Financial Highlights	16
Notes to Financial Statements	20
Portfolios of Investments	39

Go Paperless with E-Delivery!  

Sign up now for on-line prospectuses, fund reports, and proxy statements. In less than five minutes, you can help reduce paper mail and lower fund costs.

Just go to www.ingfunds.com, click on the E-Delivery icon from the home page, follow the directions and complete the quick 5 Steps to Enroll.

You will be notified by e-mail when these communications become available on the internet. Documents that are not available on the internet will continue to be sent by mail.

PROXY VOTING INFORMATION

A description of the policies and procedures that the Portfolios use to determine how to vote proxies related to portfolio securities is available: (1) without charge, upon request, by calling Shareholder Services toll-free at (800) 992-0180; (2) on the ING Funds' website at www.ingfunds.com; and (3) on the U.S. Securities and Exchange Commission's (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.

PRESIDENT'S LETTER

Dear Shareholder,

As we enter the third quarter of 2009, we look forward hopefully to the end of the recession, at least in the United States. While recent economic news can best be characterized as less bad (as opposed to good), there is a chance that recovery could begin sometime in the third quarter.

Could this be the hour before the dawn? The financial markets seem to have factored in expectations of recovery, as evidenced by recent gains. The stock market, as measured by the S&P 500^® Index⁽¹⁾, has advanced into the mid-900 range, a substantial climb from its mid-600s low in early March. The Dow Jones Industrial Average⁽²⁾ recently broke through 9,000 to reach its highest level since January of this year. As investors become less risk-averse, they are shifting back into stocks.

Should you be doing the same? The answer depends on several important factors unique to your situation: your long-term investment goals, your tolerance for risk and your current portfolio allocation. If you made any changes to your portfolio allocation over the past year or so — perhaps in an effort to avoid losses during a time of high uncertainty or to feel more comfortable with your investments — your portfolio now may be out of alignment with your long-term goals. On the other hand, your current portfolio may now be better suited to your tolerance for risk. You may still want to reallocate your portfolio, but you should first rethink your goals in the context of the volatility you are willing to bear. This is particularly important in that the market may continue to experience periods of volatility as economic conditions stabilize and recover.

As always, we encourage you to discuss these matters thoroughly with your financial advisor before making any changes to your portfolio. Thank you for your continued confidence in ING Funds. We look forward to serving your investment needs in the future.

Sincerely,

Shaun Mathews
President & Chief Executive Officer
ING Funds
June 30, 2009

The views expressed in the President's Letter reflect those of the President as of the date of the letter. Any such views are subject to change at any time based upon market or other conditions and ING Funds disclaim any responsibility to update such views. These views may not be relied on as investment advice and because investment decisions for an ING Fund are based on numerous factors, may not be relied on as an indication of investment intent on behalf of any ING Fund. Reference to specific company securities should not be construed as recommendations or investment advice. Consider the fund's investment objectives, risks, and charges and expenses carefully before investing. The prospectus contains this information and other information about the fund.

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

⁽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 United States.

⁽²⁾  The Dow Jones Industrial Average is a widely followed measurement of the stock market. The average is comprised of 30 stocks that represent leading companies in major industries.

1

MARKET PERSPECTIVE: SIX MONTHS ENDED JUNE 30, 2009

Many were hopeful as the year started that the newly elected U.S. president's promised $1 trillion stimulus package, a federal funds rate now reduced to 0%-0.25%, and record low mortgage rates would help to put a base under slumping economies and markets. But global equities in the form of the MSCI World^® Index,⁽¹⁾ measured in local currencies, including net reinvested dividends ("MSCI" for regions discussed below), soon resumed their slide and by March 9, 2009, the index had dropped nearly 22% for the year to date, to the previous cycle lows of late 2002. Abruptly however, markets recovered, surgi ng by 34%, to record a gain of 4.8% for the six-month period ended June 30, 2009. Markets generally wavered somewhat at the end of the period, as the World Bank raised its estimate for the drop in global gross domestic product ("GDP") for 2009. In currencies, the dollar was initially strong but then fell back, gaining 0.3% on the euro, 5.7% against the yen, but losing 12.4% against the pound.

While credit markets had improved since the dark days of late 2008, most banks had tightened lending standards despite large capital infusions under the Troubled Asset Relief Program ("TARP"). The problem remained the enormous volumes of distressed loans and toxic assets of indeterminate value on bank balance sheets. The Administration soon announced a Public-Private Investment Program to buy these assets up. The Federal Reserve would also expand its purchases of agency mortgage-backed securities and buy up to $300 billion in longer dated Treasuries to push mortgage interest rates lower. Another $750 billion beyond TARP would be made available. A $75 billion plan would cut mortgage payments for struggling homeowners. Much of this was set out in the president's first budget, which projected a $1.75 trillion deficit!

While policy initiatives helped on balance, the reasons for the collective resurgence of equities after March 9, 2009 are hard to pin down. Troubled Citigroup's claim on March 10 that the year 2009 had been profitable so far was one catalyst. More generally, the economic reports from which markets seemed to be taking heart were only improving weakly and erratically. Nonetheless they were soon being referred to as "green shoots".

In housing, the Standard & Poor's ("S&P")/Case-Shiller National U.S. Home Price Index⁽²⁾ of house prices in 20 cities sank a record 19% year-over-year in January. But from there the declines moderated to 18.1% in the most recent report. By the end of June 2009, sales of existing homes had risen for two months and the proportion of distressed sales was down to about one-third, from nearly half earlier in the year.

A flimsier (but welcome) green shoot emerged in the final employment report, where May payrolls fell by the smallest number in eight months, even as the rate increased to 9.4%, a 25-year record. The fall in the 2009 first quarter GDP was revised down to 5.5% annualized, having first been reported near the 2008 fourth quarter's decades high 6.3%.

Consumer demand was weak, evidenced by the largest annual drop in the consumer price index, 1.3%, since 1950. But the government's stimulus plan boosted incomes by 1.4% in May 2009, sending the savings rate to 6.9%, the most in 15 years. Still, retail sales were reported higher, the first increase in three months.

U.S. fixed income markets at first sight had an undistinguished first half. The Barclays Capital U.S. Aggregate Bond Index⁽³⁾ of investment grade bonds returned 1.90%. But within this figure improved risk appetite propelled the index of investment grade corporate bonds to an 8.32% gain amid surging new issuances. Conversely, the Treasury index lost 4.30%, weighed by concerns about massive government borrowing, and the excess yield on 10-year Treasuries over 2-year issues briefly reached a record 275 basis points ("bp"). The star performers however, were high yield bonds, represented by the Barclays Capital High Yield Bond-2 % Issuer Constrained Index⁽⁴⁾, which returned a remarkable 30.92%. By contrast, the yield on the 90-day Treasury Bills remained in the range of 6bp to 31bp throughout the period.

U.S. equities, represented by the S&P 500^® Index,⁽⁵⁾ including dividends, returned 3.2% in the first six months of 2009. As with stock markets generally, March 9, 2009, marked the low point for the index, closing at September 1996 levels. Profits for S&P 500^® Index companies would be certain to suffer their eighth straight quarter of decline, but from March 9, 2009, investors only had eyes for green shoots and from there the market returned 36.9%, led by the financials component which soared 93.1%. The index broke through its 200-day moving average on June 1, 2009, but then drifted back, finally returning the last of the month's gains on June 30, 2009, as a reading of consumer confidence disappointed.

In international markets, the MSCI Japan^® Index⁽⁶⁾ rose 9.2% for the six months through June 30, 2009. The slump in exports stabilized during the period and despite two consecutive quarterly falls in GDP of 3.8%,

2

MARKET PERSPECTIVE: SIX MONTHS ENDED JUNE 30, 2009

there were hopes that stimulus packages in China and in Japan itself would speed a recovery. The MSCI Europe ex UK^® Index⁽⁷⁾ added 3.8%. Despite a bigger than expected drop in GDP of 2.5% in the first quarter and the first annual decline in consumer prices for 48 years, confidence proved resilient. The European Central Bank cut rates to 1% and finally embarked on a program to lend unlimited amounts to banks for one year at this interest rate. The MSCI UK^® Index⁽⁸⁾ lost 1.3%. The Bank of England reduced rates three times, to 0.5%, the lowest since it w as founded in 1694, as the UK suffered the largest annual fall in GDP, 4.9%, since records began in 1948.

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

⁽²⁾  The S&P/Case-Shiller National U.S. Home Price Index tracks the value of single-family housing within the United States. The index is a composite of single-family home price indices for the nine U.S. Census divisions and is calculated quarterly.

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

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

⁽⁵⁾  The S&P 500^® Index is an unmanaged index tha.t measures the performance of securities of approximately 500 of the largest companies in the United States.

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

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

⁽⁸⁾  The MSCI UK^® Index is a free float-adjusted market capitalization index that is designed to measure developed market equity performance in the UK.

Parenthesis denote a negative number.

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

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

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

3

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED)

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

The Examples are based on an investment of $1,000 invested at the beginning of the period and held for the entire period from January 1, 2009 to June 30, 2009. 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 a Portfolio's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not a 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 a 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.

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING Balanced Portfolio	Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2009*		Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2009*
Class ADV	$	1,000.00	$	1,022.20		1.13	%	$	5.67	$	1,000.00	$	1,019.19		1.13	%	$	5.66
Class I		1,000.00		1,021.50		0.63			3.16		1,000.00		1,021.67		0.63			3.16
Class S		1,000.00		1,020.40		0.88			4.41		1,000.00		1,020.43		0.88			4.41
Class S2(1)		1,000.00		1,166.60		1.03			3.79		1,000.00		1,019.69		1.03			5.16
ING Growth and Income Portfolio
Class ADV	$	1,000.00	$	1,072.50		1.11	%	$	5.70	$	1,000.00	$	1,019.29		1.11	%	$	5.56
Class I		1,000.00		1,074.80		0.61			3.14		1,000.00		1,021.77		0.61			3.06
Class S		1,000.00		1,074.00		0.86			4.42		1,000.00		1,020.53		0.86			4.31
Class S2(1)		1,000.00		1,271.90		1.01			3.90		1,000.00		1,019.79		1.01			5.06
ING Opportunistic LargeCap Growth Portfolio
Class ADV	$	1,000.00	$	1,077.90		1.22	%	$	6.29	$	1,000.00	$	1,018.74		1.22	%	$	6.11
Class I		1,000.00		1,079.30		0.72			3.71		1,000.00		1,021.22		0.72			3.61
Class S		1,000.00		1,078.20		0.97			5.00		1,000.00		1,019.98		0.97			4.86

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

⁽¹⁾  Commencement of operations was February 27, 2009. Expenses paid for the Actual Portfolio Return reflect the 124 day period ended June 30, 2009.

4

SHAREHOLDER EXPENSE EXAMPLES (UNAUDITED) (CONTINUED)

	Actual Portfolio Return									Hypothetical (5% return before expenses)
ING Small Company Portfolio	Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2009*		Beginning Account Value January 1, 2009		Ending Account Value June 30, 2009		Annualized Expense Ratio			Expenses Paid During the Period Ended June 30, 2009*
Class ADV	$	1,000.00	$	1,027.00		1.36	%	$	6.84	$	1,000.00	$	1,018.05		1.36	%	$	6.80
Class I		1,000.00		1,029.40		0.86			4.33		1,000.00		1,020.53		0.86			4.31
Class S		1,000.00		1,028.90		1.11			5.58		1,000.00		1,019.29		1.11			5.56
Class S2(1)		1,000.00		1,283.10		1.26			4.89		1,000.00		1,018.55		1.26			6.31
ING Opportunistic LargeCap Portfolio
Class ADV	$	1,000.00	$	945.90		1.22	%	$	5.89	$	1,000.00	$	1,018.74		1.22	%	$	6.11
Class I		1,000.00		946.00		0.72			3.47		1,000.00		1,021.22		0.72			3.61
Class S		1,000.00		944.90		0.97			4.68		1,000.00		1,019.98		0.97			4.86
ING Intermediate Bond Portfolio
Class ADV	$	1,000.00	$	1,015.30		1.01	%	$	5.05	$	1,000.00	$	1,019.79		1.01	%	$	5.06
Class I		1,000.00		1,021.30		0.51			2.56		1,000.00		1,022.27		0.51			2.56
Class S		1,000.00		1,020.60		0.76			3.81		1,000.00		1,021.03		0.76			3.81
Class S2(1)		1,000.00		1,048.70		0.91			3.17		1,000.00		1,020.28		0.91			4.56
ING Money Market Portfolio
Class I	$	1,000.00	$	1,002.00		0.36	%	$	1.79	$	1,000.00	$	1,023.01		0.36	%	$	1.81
ING BlackRock Science and Technology Opportunities Portfolio
Class ADV	$	1,000.00	$	1,184.60		1.56	%	$	8.45	$	1,000.00	$	1,017.06		1.56	%	$	7.80
Class I		1,000.00		1,189.00		1.06			5.75		1,000.00		1,019.54		1.06			5.31
Class S		1,000.00		1,187.70		1.31			7.11		1,000.00		1,018.30		1.31			6.56
Class S2(1)		1,000.00		1,282.40		1.46			5.66		1,000.00		1,017.55		1.46			7.30

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

⁽¹⁾  Commencement of operations was February 27, 2009. Expenses paid for the Actual Portfolio Return reflect the 124 day period ended June 30, 2009.

5

STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 2009 (UNAUDITED)

	ING Balanced Portfolio			ING Growth and Income Portfolio			ING Opportunistic LargeCap Growth Portfolio			ING Small Company Portfolio
ASSETS:
Investments in securities at value+*	$	585,328,098		$	2,003,790,848		$	67,921,139		$	500,370,826
Short-term investments**		48,806,335			28,476,975			1,798,322			31,278,815
Short-term investments in affiliates***		17,914,000			35,788,000			188,000			2,651,000
Cash		29,980,470			692,981			361			346
Cash collateral for futures		3,195,034			—			—			—
Foreign currencies at value****		196,427			120,926			—			—
Receivables:
Investment securities sold		18,803,234			—			1,474,655			13,523,329
Investment securities sold on a delayed-delivery or when-issued basis		41,988,857			—			—			—
Fund shares sold		84,467			131,785			19,678			1,118,017
Dividends and interest		1,928,012			2,132,439			77,386			620,624
Upfront payments made on swap agreements		260,842			—			—			—
Unrealized appreciation on swap agreements		201,318			—			—			—
Prepaid expenses		11,395			37,386			1,319			8,237
Total assets		748,698,489			2,071,171,340			71,480,860			549,571,194
LIABILITIES:
Payable for investment securities purchased		19,273,729			5,018,095			1,033,039			9,003,728
Payable for investment securities purchased on a delayed-delivery or when-issued basis		90,646,811			—			—			—
Payable for fund shares redeemed		468,311			1,314,063			31,836			234,316
Payable upon receipt of securities loaned		49,131,766			28,561,378			1,833,148			31,619,673
Payable for terminated investment contracts (Note 12)		716,432			—			—			—
Upfront payments received on swap agreements		293,772			—			—			—
Unrealized depreciation on swap agreements		497,723			—			—			—
Payable to affiliates		269,781			991,676			39,009			355,914
Payable for directors fees		14,425			18,449			6,788			1,450
Other accrued expenses and liabilities		88,416			266,013			33,990			63,459
Total liabilities		161,401,166			36,169,674			2,977,810			41,278,540
NET ASSETS	$	587,297,323		$	2,035,001,666		$	68,503,050		$	508,292,654
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	854,937,511		$	4,634,494,770		$	258,144,637		$	675,074,215
Undistributed net investment income		4,475,309			14,914,555			204,542			1,637,284
Accumulated net realized loss on investments, foreign currency related transactions, futures, and swaps		(261,031,403	)		(2,717,496,663	)		(191,627,074	)		(161,911,042	)
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		(11,084,094	)		103,089,004			1,780,945			(6,507,803	)
NET ASSETS	$	587,297,323		$	2,035,001,666		$	68,503,050		$	508,292,654
+ Including securities loaned at value	$	48,022,737		$	27,102,777		$	1,757,806		$	30,577,132
* Cost of investments in securities	$	595,608,301		$	1,900,617,561		$	66,105,368		$	506,537,771
** Cost of short-term investments	$	49,131,766		$	28,561,378		$	1,833,148		$	31,619,673
*** Cost of short-term investments in affiliates	$	17,914,000		$	35,788,000		$	188,000		$	2,651,000
**** Cost of foreign currencies	$	164,779		$	119,755		$	—		$	—

See Accompanying Notes to Financial Statements
6

STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

	ING Balanced Portfolio		ING Growth and Income Portfolio		ING Opportunistic LargeCap Growth Portfolio		ING Small Company Portfolio
Class ADV:
Net assets	$	611	$	659,889	$	647,434	$	3,184
Shares authorized		500,000,000		unlimited		100,000,000		100,000,000
Par value	$	0.001	$	1.000	$	0.001	$	0.001
Shares outstanding		68		40,923		86,692		270
Net asset value and redemption price per share	$	8.95	$	16.13	$	7.47	$	11.81
Class I:
Net assets	$	580,828,964	$	1,749,938,410	$	60,245,466	$	455,089,322
Shares authorized		500,000,000		unlimited		100,000,000		100,000,000
Par value	$	0.001	$	1.000	$	0.001	$	0.001
Shares outstanding		65,007,808		107,783,192		8,074,693		38,048,137
Net asset value and redemption price per share	$	8.93	$	16.24	$	7.46	$	11.96
Class S:
Net assets	$	6,464,416	$	284,399,553	$	7,610,150	$	53,196,326
Shares authorized		500,000,000		unlimited		100,000,000		100,000,000
Par value	$	0.001	$	1.000	$	0.001	$	0.001
Shares outstanding		726,855		17,657,362		1,026,632		4,497,760
Net asset value and redemption price per share	$	8.89	$	16.11	$	7.41	$	11.83
Class S2:
Net assets	$	3,332	$	3,814		n/a	$	3,822
Shares authorized		500,000,000		unlimited		n/a		100,000,000
Par value	$	0.001	$	1.000		n/a	$	0.001
Shares outstanding		376		236		n/a		324
Net asset value and redemption price per share	$	8.85	$	16.14		n/a	$	11.81

See Accompanying Notes to Financial Statements
7

STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 2009 (UNAUDITED)

	ING Opportunistic LargeCap Portfolio			ING Intermediate Bond Portfolio			ING Money Market Portfolio			ING BlackRock Science and Technology Opportunities Portfolio
ASSETS:
Investments in securities at value+*	$	75,026,930		$	3,121,365,722		$	—		$	214,549,077
Short-term investments**		1,103,446			641,131,157			927,609			7,236,530
Short-term investments in affiliates***		634,000			76,799,000			—			—
Short-term investments at amortized cost		—			189,218,692			1,340,248,341			—
Repurchase agreement		—			—			161,412,000			—
Cash		191			4,754,319			2,219			4,686,072
Cash collateral for futures		—			31,258,668			—			—
Foreign currencies at value****		—			2,125,390			—			1,176,005
Receivables:
Investment securities sold		2,203,797			226,610,357			95,881,450			3,295,174
Investment securities sold on a delayed-delivery or when-issued basis		—			385,456,692			—			—
Fund shares sold		75,359			9,632,485			16,502			723
Dividends and interest		91,194			19,603,699			1,293,241			38,862
Unrealized appreciation on forward foreign currency contracts		—			—			—			2,975
Upfront payments made on swap agreements		—			3,487,455			—			—
Unrealized appreciation on swap agreements		—			2,481,358			—			—
Prepaid expenses		1,589			58,138			36,311			2,831
Reimbursement due from manager		—			—			—			8,391
Total assets		79,136,506			4,713,983,132			1,599,817,673			230,996,640
LIABILITIES:
Payable for investment securities purchased		1,824,499			245,578,998			—			4,788,492
Payable for investment securities purchased on a delayed-delivery or when-issued basis		—			1,086,283,616			—			—
Payable for fund shares redeemed		28			1,538,332			15,047,988			821,341
Payable upon receipt of securities loaned		1,148,804			533,761,298			1,077,010			7,315,890
Payable for terminated investment contracts (Note 12)		—			2,597,084			—			—
Unrealized depreciation on forward foreign currency contracts		—			—			—			70,251
Upfront payments received on swap agreements		—			3,902,356			—			—
Unrealized depreciation on swap agreements		—			6,401,442			—			—
Payable to affiliates		43,596			1,283,071			404,320			208,835
Payable for directors fees		4,294			1,760			—			874
Payable for borrowings against line of credit		—			2,430,000			—			—
Other accrued expenses and liabilities		25,375			144,590			17,417			44,265
Total liabilities		3,046,596			1,883,922,547			16,546,946			13,249,948
NET ASSETS	$	76,089,910		$	2,830,060,585		$	1,583,270,938		$	217,746,692
NET ASSETS WERE COMPRISED OF:
Paid-in capital	$	130,390,460		$	3,375,104,788		$	1,584,783,463		$	278,603,239
Undistributed net investment income		841,960			21,783,562			775			465,885
Accumulated net realized loss on investments, foreign currency related transactions, futures, and swaps		(55,615,531	)		(416,212,208	)		(1,363,899	)		(55,600,037	)
Net unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		473,021			(150,615,557	)		(149,401	)		(5,722,395	)
NET ASSETS	$	76,089,910		$	2,830,060,585		$	1,583,270,938		$	217,746,692
+ Including securities loaned at value	$	1,108,732		$	522,237,271		$	1,058,427		$	6,919,949
* Cost of investments in securities	$	74,508,551		$	3,264,711,291		$	—		$	220,134,510
** Cost of short-term investments	$	1,148,804		$	642,921,804		$	1,077,010		$	7,315,890
*** Cost of short-term investments in affiliates	$	634,000		$	76,799,000		$	—		$	—
**** Cost of foreign currencies	$	—		$	1,791,710		$	—		$	1,167,250

See Accompanying Notes to Financial Statements
8

STATEMENTS OF ASSETS AND LIABILITIES AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

	ING Opportunistic LargeCap Portfolio		ING Intermediate Bond Portfolio		ING Money Market Portfolio		ING BlackRock Science and Technology Opportunities Portfolio
Class A:
Net assets	$	498	$	839		n/a	$	3,515
Shares authorized		100,000,000		unlimited		n/a		100,000,000
Par value	$	0.001	$	1.000		n/a	$	0.001
Shares outstanding		64		74		n/a		912	��
Net asset value and redemption price per share	$	7.84	$	11.29		n/a	$	3.85
Class I:
Net assets	$	65,693,243	$	1,654,978,266	$	1,583,270,938	$	73,897,556
Shares authorized		100,000,000		unlimited		unlimited		100,000,000
Par value	$	0.001	$	1.000	$	1.000	$	0.001
Shares outstanding		8,322,637		146,999,294		1,579,677,662		18,952,388
Net asset value and redemption price per share	$	7.89	$	11.26	$	1.00	$	3.90
Class S:
Net assets	$	10,396,169	$	1,175,078,348		n/a	$	143,841,775
Shares authorized		100,000,000		unlimited		n/a		100,000,000
Par value	$	0.001	$	1.000		n/a	$	0.001
Shares outstanding		1,323,914		104,955,235		n/a		37,250,477
Net asset value and redemption price per share	$	7.85	$	11.20		n/a	$	3.86
Class S2:
Net assets		n/a	$	3,132		n/a	$	3,846
Shares authorized		n/a		unlimited		n/a		100,000,000
Par value		n/a	$	1.000		n/a	$	0.001
Shares outstanding		n/a		278		n/a		997
Net asset value and redemption price per share		n/a	$	11.26		n/a	$	3.86

See Accompanying Notes to Financial Statements
9

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED)

	ING Balanced Portfolio			ING Growth and Income Portfolio			ING Opportunistic LargeCap Growth Portfolio			ING Small Company Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*(1)	$	4,293,883		$	20,774,124		$	448,955		$	3,547,859
Interest		5,251,454			39,782			—			—
Securities lending income, net		120,702			50,893			—			60,058
Total investment income		9,666,039			20,864,799			448,955			3,607,917
EXPENSES:
Investment management fees		1,406,130			4,581,015			194,189			1,729,564
Distribution and service fees:
Class ADV		—			1,606			1,446			8
Class S		7,766			331,328			9,171			57,969
Class S2		4			6			—			6
Transfer agent fees		739			6,653			319			427
Administrative service fees		154,669			503,898			17,800			126,831
Shareholder reporting expense		21,085			79,378			2,055			11,540
Registration fees		293			795			—			183
Professional fees		56,120			116,886			4,858			32,960
Custody and accounting expense		70,680			123,482			1,073			38,285
Directors fees		33,690			96,873			4,237			21,480
Miscellaneous expense		44,479			126,023			7,038			27,133
Merger expense		—			—			1,414			—
Interest expense		—			1,083			—			—
Total expenses		1,795,655			5,969,026			243,600			2,046,386
Net waived and reimbursed fees		(7,539	)		(18,782	)		(212	)		(4,734	)
Net expenses		1,788,116			5,950,244			243,388			2,041,652
Net investment income		7,877,923			14,914,555			205,567			1,566,265
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, AND SWAPS
Net realized gain (loss) on:
Investments		(109,007,495	)		(170,570,339	)		(9,219,278	)		(87,746,890	)
Foreign currency related transactions		(359,853	)		(5,113	)		—			—
Futures		1,371,241			1,637,534			—			—
Swaps		2,844,583			—			—			—
Net realized loss on investments, foreign currency related transactions, futures, and swaps		(105,151,524	)		(168,937,918	)		(9,219,278	)		(87,746,890	)
Net change in unrealized appreciation or depreciation on:
Investments		112,574,076			295,611,061			13,978,982			109,508,803
Foreign currency related transactions		194,261			(16,514	)		—			—
Futures		247,401			(24,446	)		—			—
Swaps		(3,923,387	)		—			—			—
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		109,092,351			295,570,101			13,978,982			109,508,803
Net realized and unrealized gain on investments, foreign currency related transactions, futures, and swaps		3,940,827			126,632,183			4,759,704			21,761,913
Increase in net assets resulting from operations	$	11,818,750		$	141,546,738		$	4,965,271		$	23,328,178
* Foreign taxes withheld	$	1,105		$	371,899		$	—		$	1,466
(1) Dividends from affiliates	$	22,928		$	62,243		$	990		$	20,302

See Accompanying Notes to Financial Statements
10

STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2009 (UNAUDITED)

	ING Opportunistic LargeCap Portfolio			ING Intermediate Bond Portfolio			ING Money Market Portfolio		ING BlackRock Science and Technology Opportunities Portfolio
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld*(1)	$	1,122,174		$	1,104,800		$	—	$	874,191
Interest		—			63,199,070			6,565,191		7,111
Securities lending income, net		767			1,171,669			—		18,086
Total investment income		1,122,941			65,475,539			6,565,191		899,388
EXPENSES:
Investment management fees		221,549			5,567,861			2,128,000		810,156
Distribution and service fees:
Class ADV		—			4			—		8
Class S		12,722			1,422,065			—		135,734
Class S2		—			4			—		6
Transfer agent fees		380			6,353			1,181		480
Administrative service fees		20,308			765,556			468,151		46,902
Shareholder reporting expense		3,160			79,810			80,396		6,154
Registration fees		—			957			2,079		—
Professional fees		7,277			209,020			144,239		22,557
Custody and accounting expense		4,490			179,075			79,135		27,693
Directors fees		2,490			125,930			93,742		9,611
Miscellaneous expense		7,657			171,057			80,659		16,493
Interest expense		—			1,466			—		—
Total expenses		280,033			8,529,158			3,077,582		1,075,794
Net waived and reimbursed fees		(167	)		(42,973	)		—		(40,194	)
Net expenses		279,866			8,486,185			3,077,582		1,035,600
Net investment income (loss)		843,075			56,989,354			3,487,609		(136,212	)
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN CURRENCY RELATED TRANSACTIONS, FUTURES, AND SWAPS
Net realized gain (loss) on:
Investments		(24,649,629	)		(320,171,741	)		741,616		(18,328,430	)
Foreign currency related transactions		—			(6,156,406	)		—		(370,249	)
Futures		—			12,056,252			—		—
Swaps		—			31,113,695			—		—
Net realized gain (loss) on investments, foreign currency related transactions, futures, and swaps		(24,649,629	)		(283,158,200	)		741,616		(18,698,679	)
Net change in unrealized appreciation or depreciation on:
Investments		18,781,901			304,555,766			—		49,450,443
Foreign currency related transactions		—			2,639,063			—		539,610
Futures		—			12,940,053			—		—
Swaps		—			(41,527,907	)		—		—
Net change in unrealized appreciation or depreciation on investments foreign currency related transactions, futures, and swaps		18,781,901			278,606,975			—		49,990,053
Net realized and unrealized gain (loss) on investments, foreign currency related transactions, futures, amd swaps		(5,867,728	)		(4,551,225	)		741,616		31,291,374
Increase (decrease) in net assets resulting from operations	$	(5,024,653	)	$	52,438,129		$	4,229,225	$	31,155,162
* Foreign taxes withheld	$	2,654		$	—		$	—	$	28,275
(1) Dividends from affiliates	$	630		$	209,959		$	—	$	—

See Accompanying Notes to Financial Statements
11

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Balanced Portfolio						ING Growth and Income Portfolio
	Six Months Ended June 30, 2009			Year Ended December 31, 2008			Six Months Ended June 30, 2009			Year Ended December 31, 2008
FROM OPERATIONS:
Net investment income	$	7,877,923		$	25,162,629		$	14,914,555		$	39,466,367
Net realized loss on investments, foreign currency related transactions, futures, swaps, and payments by affiliates		(105,151,524	)		(151,906,752	)		(168,937,918	)		(673,802,804	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		109,092,351			(137,938,086	)		295,570,101			(515,276,248	)
Increase (decrease) in net assets resulting from operations		11,818,750			(264,682,209	)		141,546,738			(1,149,612,685	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(24	)		(24	)		—			(11,483	)
Class I		(27,220,392	)		(30,852,412	)		—			(33,754,627	)
Class S		(283,520	)		(281,504	)		—			(5,751,055	)
Class S2		(162	)		—			—			—
Net realized gains:
Class ADV		—			(81	)		—			—
Class I		—			(79,796,689	)		—			—
Class S		—			(795,569	)		—			—
Total distributions		(27,504,098	)		(111,726,279	)		—			(39,517,165	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		15,136,420			5,172,233			127,090,772			347,174,111
Proceeds from shares issued in merger (Note 14)		—			—			—			353,711,801
Reinvestment of distributions		27,503,912			111,726,174			—			39,492,686
		42,640,332			116,898,407			127,090,772			740,378,598
Cost of shares redeemed		(49,157,260	)		(187,770,892	)		(146,663,775	)		(460,715,815	)
Net increase (decrease) in net assets resulting from capital share transactions		(6,516,928	)		(70,872,485	)		(19,573,003	)		279,662,783
Net increase (decrease) in net assets		(22,202,276	)		(447,280,973	)		121,973,735			(909,467,067	)
NET ASSETS:
Beginning of period		609,499,599			1,056,780,572			1,913,027,931			2,822,494,998
End of period	$	587,297,323		$	609,499,599		$	2,035,001,666		$	1,913,027,931
Undistributed net investment income at end of period	$	4,475,309		$	24,101,484		$	14,914,555		$	—

See Accompanying Notes to Financial Statements
12

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Opportunistic LargeCap Growth Portfolio						ING Small Company Portfolio
	Six Months Ended June 30, 2009			Year Ended December 31, 2008			Six Months Ended June 30, 2009			Year Ended December 31, 2008
FROM OPERATIONS:
Net investment income	$	205,567		$	426,592		$	1,566,265		$	3,896,021
Net realized loss on investments		(9,219,278	)		(42,958,725	)		(87,746,890	)		(73,348,618	)
Net change in unrealized appreciation or depreciation on investments		13,978,982			(18,373,805	)		109,508,803			(127,986,885	)
Increase (decrease) in net assets resulting from operations		4,965,271			(60,905,938	)		23,328,178			(197,439,482	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		—			—			(21	)		—
Class I		(404,193	)		(749,873	)		(3,140,359	)		(5,835,407	)
Class S		(18,353	)		(45,652	)		(330,410	)		(24,190	)
Class S2		—			—			(26	)		—
Net realized gains:
Class I		—			—			—			(73,864,230	)
Class S		—			—			—			(384,889	)
Total distributions		(422,546	)		(795,525	)		(3,470,816	)		(80,108,716	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		2,572,736			5,106,219			76,638,436			213,494,928
Reinvestment of distributions		422,546			795,525			3,470,816			80,108,716
		2,995,282			5,901,744			80,109,252			293,603,644
Cost of shares redeemed		(6,070,728	)		(36,759,935	)		(57,068,076	)		(157,042,784	)
Net increase (decrease) in net assets resulting from capital share transactions		(3,075,446	)		(30,858,191	)		23,041,176			136,560,860
Net increase (decrease) in net assets		1,467,279			(92,559,654	)		42,898,538			(140,987,338	)
NET ASSETS:
Beginning of period		67,035,771			159,595,425			465,394,116			606,381,454
End of period	$	68,503,050		$	67,035,771		$	508,292,654		$	465,394,116
Undistributed net investment income at end of period	$	204,542		$	421,521		$	1,637,284		$	3,541,835

See Accompanying Notes to Financial Statements
13

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Opportunistic LargeCap Portfolio						ING Intermediate Bond Portfolio
	Six Months Ended June 30, 2009			Year Ended December 31, 2008			Six Months Ended June 30, 2009			Year Ended December 31, 2008
FROM OPERATIONS:
Net investment income	$	843,075		$	2,635,604		$	56,989,354		$	171,309,481
Net realized loss on investments, foreign currency related transactions, futures, swaps, and payments by affiliates		(24,649,629	)		(29,961,978	)		(283,158,200	)		(95,627,508	)
Net change in unrealized appreciation or depreciation on investments, foreign currency related transactions, futures, and swaps		18,781,901			(25,565,739	)		278,606,975			(382,926,910	)
Increase (decrease) in net assets resulting from operations		(5,024,653	)		(52,892,113	)		52,438,129			(307,244,937	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class ADV		(13	)		(11	)		—			(47	)
Class I		(2,288,544	)		(2,288,554	)		(7,992,679	)		(118,136,444	)
Class S		(323,400	)		(316,610	)		(2,661,647	)		(72,938,302	)
Class S2		—			—			(15	)		—
Net realized gains:
Class ADV		—			(140	)		—			(23	)
Class I		—			(17,966,905	)		—			(47,870,738	)
Class S		—			(3,013,623	)		—			(29,295,110	)
Total distributions		(2,611,957	)		(23,585,843	)		(10,654,341	)		(268,240,664	)
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		992,305			1,563,145			236,021,862			1,096,749,148
Proceeds from shares issued in merger (Note 14)		—			—			—			48,015,614
Reinvestment of distributions		2,611,944			23,585,688			10,652,225			268,200,908
		3,604,249			25,148,833			246,674,087			1,412,965,670
Cost of shares redeemed		(5,623,423	)		(30,249,954	)		(415,802,241	)		(1,226,745,331	)
Net increase (decrease) in net assets resulting from capital share transactions		(2,019,174	)		(5,101,121	)		(169,128,154	)		186,220,339
Net decrease in net assets		(9,655,784	)		(81,579,077	)		(127,344,366	)		(389,265,262	)
NET ASSETS:
Beginning of period		85,745,694			167,324,771			2,957,404,951			3,346,670,213
End of period	$	76,089,910		$	85,745,694		$	2,830,060,585		$	2,957,404,951
Undistributed net investment income (distributions in excess of net investment income) at end of period	$	841,960		$	2,610,842		$	21,783,562		$	(24,551,451	)

See Accompanying Notes to Financial Statements
14

STATEMENTS OF CHANGES IN NET ASSETS (UNAUDITED)

	ING Money Market Portfolio						ING BlackRock Science and Technology Opportunities Portfolio
	Six Months Ended June 30, 2009			Year Ended December 31, 2008			Six Months Ended June 30, 2009			Year Ended December 31, 2008
FROM OPERATIONS:
Net investment income (loss)	$	3,487,609		$	46,716,063		$	(136,212	)	$	48,982
Net realized gain (loss) on investments and foreign currency related transactions		741,616			2,471,989			(18,698,679	)		(17,342,801	)
Net change in unrealized appreciation or depreciation on investments and foreign currency related transactions		—			(149,401	)		49,990,053			(70,362,339	)
Increase (decrease) in net assets resulting from operations		4,229,225			49,038,651			31,155,162			(87,656,158	)
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income		(3,486,834	)		(124,653,168	)		—			—
Total distributions		(3,486,834	)		(124,653,168	)		—			—
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares		58,471,183			384,970,723			58,859,984			52,450,776
Proceeds from shares issued in merger (Note 14)		—			—			—			123,216,459
Reinvestment of distributions		3,486,834			124,653,168			—			—
		61,958,017			509,623,891			58,859,984			175,667,235
Cost of shares redeemed		(278,262,395	)		(346,315,736	)		(17,717,867	)		(41,644,715	)
Net increase (decrease) in net assets resulting from capital share transactions		(216,304,378	)		163,308,155			41,142,117			134,022,520
Net increase (decrease) in net assets		(215,561,987	)		87,693,638			72,297,279			46,366,362
NET ASSETS:
Beginning of period		1,798,832,925			1,711,139,287			145,449,413			99,083,051
End of period	$	1,583,270,938		$	1,798,832,925		$	217,746,692		$	145,449,413
Undistributed net investment income at end of period	$	775		$	—		$	465,885		$	602,097

See Accompanying Notes to Financial Statements
15

FINANCIAL HIGHLIGHTS (UNAUDITED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income		From net realized gains		From return of capital		Total distributions		Net asset value, end of year or period
Year or period ended	($)		($)			($)			($)			($)		($)		($)		($)		($)
ING Balanced Portfolio
Class ADV
06-30-09		9.11		0.09			0.10			0.19			0.35		—		—		0.35		8.95
12-31-08		14.34		0.29			(4.03	)		(3.74	)		0.34		1.15		—		1.49		9.11
12-31-07		14.65		0.29			0.37			0.66			0.39		0.58		—		0.97		14.34
12-29-06(4)-12-31-06		14.65		(0.00	)*		—			(0.00	)*		—		—		—		—		14.65
Class I
06-30-09		9.18		0.14			0.04			0.18			0.43		—		—		0.43		8.93
12-31-08		14.45		0.40			(4.07	)		(3.67	)		0.45		1.15		—		1.60		9.18
12-31-07		14.65		0.39	•		0.38			0.77			0.39		0.58		—		0.97		14.45
12-31-06		13.64		0.34	•		1.00			1.34			0.33		—		—		0.33		14.65
12-31-05		13.40		0.29	•		0.27			0.56			0.32		—		—		0.32		13.64
12-31-04		12.50		0.29			0.87			1.16			0.26		—		—		0.26		13.40
Class S
06-30-09		9.12		0.13			0.04			0.17			0.40		—		—		0.40		8.89
12-31-08		14.36		0.34			(4.02	)		(3.68	)		0.41		1.15		—		1.56		9.12
12-31-07		14.57		0.35	•		0.38			0.73			0.36		0.58		—		0.94		14.36
12-31-06		13.58		0.32	•		0.97			1.29			0.30		—		—		0.30		14.57
12-31-05		13.35		0.27			0.25			0.52			0.29		—		—		0.29		13.58
12-31-04		12.49		0.22			0.89			1.11			0.25		—		—		0.25		13.35
Class S2
02-27-09(4)-06-30-09		7.97		0.06	•		1.25			1.31			0.43		—		—		0.43		8.85
ING Growth and Income Portfolio
Class ADV
06-30-09		15.04		0.10			0.99			1.09			—		—		—		—		16.13
12-31-08		24.61		0.23	•		(9.58	)		(9.35	)		0.22		—		—		0.22		15.04
12-31-07		23.38		0.72	•		0.84			1.56			0.33		—		—		0.33		24.61
12-20-06(4)-12-31-06		23.70		0.01	•		(0.06	)		(0.05	)		0.27		—		—		0.27		23.38
Class I
06-30-09		15.11		0.12			1.01			1.13			—		—		—		—		16.24
12-31-08		24.76		0.36			(9.69	)		(9.33	)		0.32		—		—		0.32		15.11
12-31-07		23.38		0.33	•		1.40			1.73			0.35		—		—		0.35		24.76
12-31-06		20.71		0.25	•		2.69			2.94			0.27		—		—		0.27		23.38
12-31-05		19.35		0.23			1.35			1.58			0.22		—		—		0.22		20.71
12-31-04		18.28		0.28			1.24			1.52			0.45		—		—		0.45		19.35
Class S
06-30-09		15.00		0.11			1.00			1.11			—		—		—		—		16.11
12-31-08		24.63		0.25	•		(9.58	)		(9.33	)		0.30		—		—		0.30		15.00
12-31-07		23.30		0.37	•		1.29			1.66			0.33		—		—		0.33		24.63
12-31-06		20.69		0.20	•		2.64			2.84			0.23		—		—		0.23		23.30
12-31-05		19.34		0.14			1.41			1.55			0.20		—		—		0.20		20.69
12-31-04		18.26		0.21			1.26			1.47			0.39		—		—		0.39		19.34
Class S2
02-27-09(4)-06-30-09		12.69		0.04			3.41			3.45			—		—		—		—		16.14

				Ratios to average net assets											Supplemental data
	Total Return(1)			Expenses before reductions/additions(2)(3)		Expenses net of fee waivers and/or recoupments, if any(2)(3)			Expenses net of all reductions/additions(2)(3)			Net investment income (loss)(2)(3)			Net assets, end of year or period		Portfolio turnover rate
Year or period ended	(%)			(%)		(%)			(%)			(%)			($000's)		(%)
ING Balanced Portfolio
Class ADV
06-30-09		2.22			1.14		1.13	†		1.13	†		2.12	†		1		182
12-31-08		(28.62	)		1.12		1.12	†		1.12	†		2.44	†		1		294
12-31-07		4.78			1.10		1.10	†		1.10	†		2.05	†		1		257
12-29-06(4)-12-31-06		—			1.10		1.10	†		1.10	†		(1.10	)†		1		236
Class I
06-30-09		2.15			0.64		0.63	†		0.63	†		2.80	†		580,829		182
12-31-08		(28.10	)		0.62		0.62	†		0.62	†		2.97	†		602,815		294
12-31-07		5.57			0.60		0.60	†		0.60	†		2.68	†		1,046,498		257
12-31-06		9.99			0.60		0.60	†		0.60	†		2.44	†		1,183,928		236
12-31-05		4.24			0.60		0.60			0.60			2.30			1,236,327		308
12-31-04		9.42			0.59		0.59			0.59			2.15			1,357,854		272
Class S
06-30-09		2.04			0.89		0.88	†		0.88	†		2.61	†		6,464		182
12-31-08		(28.28	)		0.87		0.87	†		0.87	†		2.73	†		6,684		294
12-31-07		5.31			0.85		0.85	†		0.85	†		2.43	†		10,281		257
12-31-06		9.62			0.85		0.85	†		0.85	†		2.29	†		10,683		236
12-31-05		3.99			0.85		0.85			0.85			2.06			3,170		308
12-31-04		9.06			0.84		0.84			0.84			1.98			3,116		272
Class S2
02-27-09(4)-06-30-09		16.66			1.14		1.03	†		1.03	†		2.21	†		3		182
ING Growth and Income Portfolio
Class ADV
06-30-09		7.25			1.12		1.11	†		1.11	†		1.24	†		660		54
12-31-08		(37.94	)(a)		1.10		1.10	†		1.10	†		1.14	†		791		169
12-31-07		6.66			1.09		1.09	†		1.09	†		2.95	†		1,211		146
12-20-06(4)-12-31-06		(0.23	)		1.09		1.09	†		1.09	†		1.08	†		1		103
Class I
06-30-09		7.48			0.62		0.61	†		0.61	†		1.66	†		1,749,938		54
12-31-08		(37.63	)(a)		0.60		0.60	†		0.60	†		1.64	†		1,622,085		169
12-31-07		7.40			0.59		0.59	†		0.59	†		1.32	†		2,796,115		146
12-31-06		14.20			0.59		0.59	†		0.59	†		1.15	†		3,098,120		103
12-31-05		8.13			0.59		0.59			0.59			1.03			3,146,025		80
12-31-04		8.39			0.58		0.58			0.58			1.41			3,531,422		139
Class S
06-30-09		7.40			0.87		0.86	†		0.86	†		1.43	†		284,400		54
12-31-08		(37.82	)(a)		0.85		0.85	†		0.85	†		1.44	†		290,152		169
12-31-07		7.13			0.84		0.84	†		0.84	†		1.50	†		25,169		146
12-31-06		13.72			0.84		0.84	†		0.84	†		0.94	†		4,758		103
12-31-05		7.98			0.84		0.84			0.84			0.78			2,431		80
12-31-04		8.10			0.83		0.83			0.83			1.18			1,776		139
Class S2
02-27-09(4)-06-30-09		27.19			1.12		1.01	†		1.01	†		0.85	†		4		54

See Accompanying Notes to Financial Statements
16

FINANCIAL HIGHLIGHTS (UNAUDITED) (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income		From net realized gains		From return of capital		Total distributions		Net asset value, end of year or period
Year or period ended	($)		($)			($)			($)			($)		($)		($)		($)		($)
ING Opportunistic LargeCap Growth Portfolio
Class ADV
06-30-09		6.93		0.00	*		0.54			0.54			—		—		—		—		7.47
12-31-08		12.46		(0.01	)•		(5.52	)		(5.53	)		—		—		—		—		6.93
12-31-07		10.65		(0.02	)•		1.85			1.83			0.02		—		—		0.02		12.46
12-29-06(4)-12-31-06		10.65		(0.00	)*		—			(0.00	)*		—		—		—		—		10.65
Class I
06-30-09		6.96		0.03			0.52			0.55			0.05		—		—		0.05		7.46
12-31-08		12.53		0.05			(5.54	)		(5.49	)		0.08		—		—		0.08		6.96
12-31-07		10.65		0.05	•		1.85			1.90			0.02		—		—		0.02		12.53
12-31-06		10.38		0.02	•		0.26			0.28			0.01		—		—		0.01		10.65
12-31-05		9.56		0.02			0.87			0.89			0.07		—		—		0.07		10.38
12-31-04		8.93		0.06			0.58			0.64			0.01		—		—		0.01		9.56
Class S
06-30-09		6.89		0.01			0.53			0.54			0.02		—		—		0.02		7.41
12-31-08		12.39		0.02	•		(5.49	)		(5.47	)		0.03		—		—		0.03		6.89
12-31-07		10.56		0.00	*		1.85			1.85			0.02		—		—		0.02		12.39
12-31-06		10.31		(0.01	)		0.26			0.25			—		—		—		—		10.56
12-31-05		9.50		(0.00	)*		0.85			0.85			0.04		—		—		0.04		10.31
12-31-04		8.88		0.04			0.58			0.62			—		—		—		—		9.50
ING Small Company Portfolio
Class ADV
06-30-09		11.58		0.01			0.30			0.31			0.08		—		—		0.08		11.81
12-16-08(4)-12-31-08		11.13		0.00	*•		0.45			0.45			—		—		—		—		11.58
Class I
06-30-09		11.70		0.03			0.31			0.34			0.08		—		—		0.08		11.96
12-31-08		19.56		0.11	•		(5.52	)		(5.41	)		0.18		2.27		—		2.45		11.70
12-31-07		21.70		0.24	•		0.99			1.23			0.04		3.33		—		3.37		19.56
12-31-06		21.65		0.05			3.46			3.51			0.09		3.37		—		3.46		21.70
12-31-05		19.94		0.10			1.92			2.02			0.03		0.28		—		0.31		21.65
12-31-04		17.48		0.04			2.47			2.51			0.05		—		—		0.05		19.94
Class S
06-30-09		11.57		0.02	•		0.31			0.33			0.07		—		—		0.07		11.83
12-31-08		19.39		0.09	•		(5.50	)		(5.41	)		0.14		2.27		—		2.41		11.57
12-31-07		21.54		0.18	•		1.00			1.18			—		3.33		—		3.33		19.39
12-31-06		21.59		(0.05	)•		3.41			3.36			0.04		3.37		—		3.41		21.54
12-31-05		19.90		0.06			1.92			1.98			0.01		0.28		—		0.29		21.59
12-31-04		17.49		0.03	•		2.43			2.46			0.05		—		—		0.05		19.90
Class S2
02-27-09(4)-06-30-09		9.27		0.01	•		2.61			2.62			0.08		—		—		0.08		11.81

				Ratios to average net assets											Supplemental data
	Total Return(1)			Expenses before reductions/additions(2)(3)		Expenses net of fee waivers and/or recoupments, if any(2)(3)			Expenses net of all reductions/additions(2)(3)			Net investment income (loss)(2)(3)			Net assets, end of year or period		Portfolio turnover rate
Year or period ended	(%)			(%)		(%)			(%)			(%)			($000's)		(%)
ING Opportunistic LargeCap Growth Portfolio
Class ADV
06-30-09		7.79			1.22		1.22	†		1.22	†		0.15	†		647		77
12-31-08		(44.38	)		1.24		1.24	†		1.24	†		(0.08	)†		590		259
12-31-07		17.21			1.20		1.20	†		1.20	†		(0.18	)†		1,386		279
12-29-06(4)-12-31-06		—			1.19		1.19			1.19			(1.19	)		1		188
Class I
06-30-09		7.93			0.72		0.72	†		0.72	†		0.67	†		60,245		77
12-31-08		(44.06	)		0.74		0.74	†		0.74	†		0.43	†		59,412		259
12-31-07		17.86			0.70		0.70	†		0.70	†		0.42	†		137,104		279
12-31-06		2.65			0.69		0.69			0.69			0.19			186,495		188
12-31-05		9.38	(c)		0.69		0.69			0.69			0.08			175,297		119
12-31-04		7.19			0.69		0.69			0.69			0.61			193,280		123
Class S
06-30-09		7.82			0.97		0.97	†		0.97	†		0.42	†		7,610		77
12-31-08		(44.21	)		0.99		0.99	†		0.99	†		0.17	†		7,034		259
12-31-07		17.54			0.95		0.95	†		0.95	†		0.23	†		21,105		279
12-31-06		2.42			0.94		0.94			0.94			(0.06	)		273		188
12-31-05		9.05	(c)		0.94		0.94			0.94			(0.17	)		285		119
12-31-04		6.98			0.94		0.94			0.94			0.44			356		123
ING Small Company Portfolio
Class ADV
06-30-09		2.70			1.36		1.36	†		1.36	†		0.20	†		3		72
12-16-08(4)-12-31-08		4.04			1.35		1.35	†		1.35	†		0.65	†		3		145
Class I
06-30-09		2.94			0.86		0.86	†		0.86	†		0.70	†		455,089		72
12-31-08		(31.05	)		0.85		0.85	†		0.85	†		0.71	†		420,626		145
12-31-07		5.90			0.84		0.84	†		0.84	†		1.16	†		603,492		106
12-31-06		16.79			0.85		0.85	†		0.85	†		0.26	†		512,446		83
12-31-05		10.27	(c)		0.85		0.85			0.85			0.43			393,700		72
12-31-04		14.39			0.84		0.84			0.84			0.21			461,014		93
Class S
06-30-09		2.89			1.11		1.11	†		1.11	†		0.45	†		53,196		72
12-31-08		(31.28	)		1.10		1.10	†		1.10	†		0.71	†		44,764		145
12-31-07		5.68			1.09		1.09	†		1.09	†		0.90	†		2,890		106
12-31-06		16.07			1.10		1.10	†		1.10	†		(0.24	)†		2,162		83
12-31-05		10.05	(c)		1.10		1.10			1.10			0.26			68,768		72
12-31-04		14.09			1.09		1.09			1.09			0.19			72,225		93
Class S2
02-27-09(4)-06-30-09		28.31			1.36		1.26	†		1.26	†		0.37	†		4		72

See Accompanying Notes to Financial Statements
17

FINANCIAL HIGHLIGHTS (UNAUDITED) (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income			From net realized gains		From return of capital		Total distributions			Net asset value, end of year or period
Year or period ended	($)		($)			($)			($)			($)			($)		($)		($)			($)
ING Opportunistic LargeCap Portfolio
Class ADV
06-30-09		8.52		0.08			(0.55	)		(0.47	)		0.21			—		—		0.21			7.84
12-31-08		15.82		0.20			(5.19	)		(4.99	)		0.16			2.15		—		2.31			8.52
12-31-07		15.72		0.16			0.20			0.36			0.26			—		—		0.26			15.82
12-29-06(4)-12-31-06		15.72		(0.00	)*		—			(0.00	)*		—			—		—		—			15.72
Class I
06-30-09		8.65		0.10			(0.58	)		(0.48	)		0.28			—		—		0.28			7.89
12-31-08		16.05		0.29			(5.27	)		(4.98	)		0.27			2.15		—		2.42			8.65
12-31-07		15.84		0.23	•		0.24			0.47			0.26			—		—		0.26			16.05
12-31-06		13.84		0.23	•		1.98			2.21			0.21			—		—		0.21			15.84
12-31-05		13.19		0.19	•		0.71			0.90			0.25			—		—		0.25			13.84
12-31-04		12.08		0.24			0.98			1.22			0.11			—		—		0.11			13.19
Class S
06-30-09		8.58		0.10			(0.58	)		(0.48	)		0.25			—		—		0.25			7.85
12-31-08		15.93		0.26			(5.23	)		(4.97	)		0.23			2.15		—		2.38			8.58
12-31-07		15.72		0.19	•		0.24			0.43			0.22			—		—		0.22			15.93
12-31-06		13.77		0.19	•		1.96			2.15			0.20			—		—		0.20			15.72
12-31-05		13.12		0.16	•		0.71			0.87			0.22			—		—		0.22			13.77
12-31-04		12.03		0.13			1.05			1.18			0.09			—		—		0.09			13.12
ING Intermediate Bond Portfolio
Class ADV
06-30-09		11.12		0.22			(0.05	)		0.17			—			—		—		—			11.29
12-31-08		13.23		0.58			(1.77	)		(1.19	)		0.62			0.30		—		0.92			11.12
12-31-07		12.96		0.63			0.09			0.72			0.45			—		—		0.45			13.23
12-20-06(4)-12-31-06		13.53		0.02			(0.06	)		(0.04	)		0.53			—		—		0.53			12.96
Class I
06-30-09		11.08		0.22			0.01			0.23			0.05			—		—		0.05			11.26
12-31-08		13.22		0.64	•		(1.73	)		(1.09	)		0.75			0.30		—		1.05			11.08
12-31-07		12.96		0.69	•		0.08			0.77			0.51			—		—		0.51			13.22
12-31-06		12.97		0.65	•		(0.12	)		0.53			0.54			—		—		0.54			12.96
12-31-05		13.14		0.54			(0.13	)		0.41			0.51			0.07		—		0.58			12.97
12-31-04		14.15		0.53			0.13			0.66			1.11			0.56		—		1.67			13.14
Class S
06-30-09		11.00		0.21			0.02			0.23			0.03			—		—		0.03			11.20
12-31-08		13.14		0.60	•		(1.72	)		(1.12	)		0.72			0.30		—		1.02			11.00
12-31-07		12.89		0.65	•		0.08			0.73			0.48			—		—		0.48			13.14
12-31-06		12.91		0.61	•		(0.12	)		0.49			0.51			—		—		0.51			12.89
12-31-05		13.09		0.41			(0.03	)		0.38			0.49			0.07		—		0.56			12.91
12-31-04		14.13		0.40			0.22			0.62			1.10			0.56		—		1.66			13.09
Class S2
02-27-09(4)-06-30-09		10.79		0.14	•		0.38			0.52			0.05			—		—		0.05			11.26
ING Money Market Portfolio(d)
Class I
06-30-09		1.00		0.00	*		0.00	*		0.00	*		0.00	*		—		—		0.00	*		1.00
12-31-08		1.05		0.02			0.00			0.02			0.07			—		—		0.07			1.00
12-31-07		1.04		0.05			(0.00	)		0.05			0.04			—		—		0.04			1.05
12-31-06		1.02		0.05			0.00			0.05			0.03			—		—		0.03			1.04
12-31-05		1.00		0.03			(0.00	)		0.03			0.01			—		—		0.01			1.02
12-31-04		1.00		0.01			(0.00	)		0.01			0.01			—		—		0.01			1.00

				Ratios to average net assets											Supplemental data
	Total Return(1)			Expenses before reductions/additions(2)(3)		Expenses net of fee waivers and/or recoupments, if any(2)(3)			Expenses net of all reductions/additions(2)(3)			Net investment income (loss)(2)(3)			Net assets, end of year or period			Portfolio turnover rate
Year or period ended	(%)			(%)		(%)			(%)			(%)			($000's)			(%)
ING Opportunistic LargeCap Portfolio
Class ADV
06-30-09		(5.41	)		1.22		1.22	†		1.22	†		1.93	†		0	*		143
12-31-08		(36.01	)(a)		1.21		1.21	†		1.21	†		1.68	†		1			132
12-31-07		2.33			1.19		1.19	†		1.19	†		0.99	†		1			197
12-29-06(4)-12-31-06		—			1.19		1.19			1.19			(1.19	)		1			83
Class I
06-30-09		(5.40	)		0.72		0.72	†		0.72	†		2.32	†		65,693			143
12-31-08		(35.61	)(a)		0.71		0.71	†		0.71	†		2.16	†		73,764			132
12-31-07		3.01			0.69		0.69	†		0.69	†		1.44	†		143,438			197
12-31-06		16.10			0.69		0.69			0.69			1.58			173,014			83
12-31-05		6.95			0.70		0.70			0.70			1.47			178,828			94
12-31-04		10.15			0.69		0.69			0.69			1.61			219,889			16
Class S
06-30-09		(5.51	)		0.97		0.97	†		0.97	†		2.07	†		10,396			143
12-31-08		(35.80	)(a)		0.96		0.96	†		0.96	†		1.91	†		11,981			132
12-31-07		2.77			0.94		0.94	†		0.94	†		1.19	†		23,886			197
12-31-06		15.77			0.94		0.94			0.94			1.32			28,391			83
12-31-05		6.76			0.95		0.95			0.95			1.18			30,125			94
12-31-04		9.88			0.94		0.94			0.94			1.36			3,505			16
ING Intermediate Bond Portfolio
Class ADV
06-30-09		1.53			1.01		1.01	†		1.01	†		3.96	†		1			397
12-31-08		(9.16	)		1.01		1.00	†		1.00	†		4.58	†		1			666
12-31-07		5.60	(b)		0.99		0.99	†		0.99	†		4.77	†		1			438
12-20-06(4)-12-31-06		(0.30	)		0.99		0.99	†		0.99	†		6.82	†		1			390
Class I
06-30-09		2.13			0.51		0.51	†		0.51	†		4.20	†		1,654,978			397
12-31-08		(8.41	)		0.51		0.50	†		0.50	†		5.05	†		1,803,886			666
12-31-07		5.95	(b)		0.49		0.49	†		0.49	†		5.19	†		2,267,008			438
12-31-06		4.06			0.49		0.49	†		0.49	†		4.97	†		1,909,376			390
12-31-05		3.14			0.49		0.49			0.49			4.14			1,148,075			589
12-31-04		4.88			0.48		0.48			0.48			3.79			1,092,938			407
Class S
06-30-09		2.06			0.76		0.76	†		0.76	†		3.95	†		1,175,078			397
12-31-08		(8.73	)		0.76		0.75	†		0.75	†		4.82	†		1,153,518			666
12-31-07		5.70	(b)		0.74		0.74	†		0.74	†		4.92	†		1,079,662			438
12-31-06		3.77			0.74		0.74	†		0.74	†		4.69	†		620,849			390
12-31-05		2.94			0.74		0.74			0.74			3.94			617,269			589
12-31-04		4.58			0.73		0.73			0.73			3.52			301,346			407
Class S2
02-27-09(4)-06-30-09		4.87			1.01		0.91	†		0.91	†		3.75	†		3			397
ING Money Market Portfolio(d)
Class I
06-30-09		0.20			0.36		0.36			0.36			0.41			1,583,271			—
12-31-08		2.67			0.35		0.35			0.35			2.66			1,798,833			—
12-31-07		5.13			0.33		0.33			0.33			5.03			1,711,139			—
12-31-06		4.88			0.34		0.34			0.34			4.79			1,355,850			—
12-31-05		2.98			0.35		0.35			0.35			2.93			1,073,018			—
12-31-04		1.06			0.34		0.34			0.34			1.11			1,101,471			—

See Accompanying Notes to Financial Statements
18

FINANCIAL HIGHLIGHTS (UNAUDITED) (CONTINUED)

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

			Income (loss) from investment operations									Less distributions
	Net asset value, beginning of year or period		Net investment income (loss)			Net realized and unrealized gain (loss)			Total from investment operations			From net investment income		From net realized gains		From return of capital		Total distributions		Net asset value, end of year or period
Year or period ended	($)		($)			($)			($)			($)		($)		($)		($)		($)
ING BlackRock Science and Technology Opportunities Portfolio
Class ADV
06-30-09		3.25		(0.01	)		0.61			0.60			—		—		—		—		3.85
12-16-08(4)-12-31-08		3.29		(0.01	)		(0.03	)		(0.04	)		—		—		—		—		3.25
Class I
06-30-09		3.28		0.00	*		0.62			0.62			—		—		—		—		3.90
12-31-08		5.45		0.00	*		(2.17	)		(2.17	)		—		—		—		—		3.28
12-31-07		4.58		(0.01	)		0.88			0.87			—		—		—		—		5.45
12-31-06		4.27		(0.01	)		0.32			0.31			—		—		—		—		4.58
12-31-05		3.82		(0.02	)		0.47			0.45			—		—		—		—		4.27
12-31-04		3.87		(0.03	)		(0.02	)		(0.05	)		—		—		—		—		3.82
Class S
06-30-09		3.25		(0.01	)		0.62			0.61			—		—		—		—		3.86
12-31-08		5.42		(0.01	)		(2.16	)		(2.17	)		—		—		—		—		3.25
12-31-07		4.56		(0.02	)		0.88			0.86			—		—		—		—		5.42
12-31-06		4.27		(0.02	)		0.31			0.29			—		—		—		—		4.56
07-20-05(5)-12-31-05		3.90		(0.01	)		0.38			0.37			—		—		—		—		4.27
01-01-03-12-16-03(5)		2.65		(0.07	)		1.09			1.02			—		—		—		—		3.67
12-31-02		4.53		(0.04	)		(1.84	)		(1.88	)		—		—		—		—		2.65
Class S2
02-27-09(4)-06-30-09		3.01		0.00	*•		0.85			0.85			—		—		—		—		3.86

				Ratios to average net assets									Supplemental data
	Total Return(1)			Expenses before reductions/additions(2)(3)		Expenses net of fee waivers and/or recoupments, if any(2)(3)		Expenses net of all reductions/additions(2)(3)		Net investment income (loss)(2)(3)			Net assets, end of year or period		Portfolio turnover rate
Year or period ended	(%)			(%)		(%)		(%)		(%)			($000's)		(%)
ING BlackRock Science and Technology Opportunities Portfolio
Class ADV
06-30-09		18.46			1.60		1.56		1.56		(0.47	)		4		42
12-16-08(4)-12-31-08		(1.22	)		1.58		1.56		1.56		(2.08	)		3		137
Class I
06-30-09		18.90			1.10		1.06		1.06		0.01			73,898		42
12-31-08		(39.82	)		1.08		1.06		1.06		0.09			55,899		137
12-31-07		19.00			1.08		1.08		1.08		(0.24	)		97,943		84
12-31-06		7.26			1.08		1.08		1.08		(0.29	)		81,599		129
12-31-05		11.78			1.06		1.06		1.06		(0.48	)		84,523		118
12-31-04		(1.29	)		1.05		1.05		1.05		(0.67	)		86,291		163
Class S
06-30-09		18.77			1.35		1.31		1.31		(0.26	)		143,842		42
12-31-08		(40.04	)		1.33		1.31		1.31		(0.02	)		89,548		137
12-31-07		18.86			1.33		1.33		1.33		(0.50	)		1,140		84
12-31-06		6.79			1.33		1.33		1.33		(0.51	)		551		129
07-20-05(5)-12-31-05		9.49			1.31		1.31		1.31		(0.73	)		78		118
01-01-03-12-16-03(5)		38.49			1.35		1.35		1.36		(1.13	)		—		15
12-31-02		(41.50	)		1.36		1.36		1.37		(1.14	)		7		61
Class S2
02-27-09(4)-06-30-09		28.24			1.60		1.46		1.46		(0.36	)		4		42

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

⁽²⁾  Annualized for periods less than one year.

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

⁽⁴⁾  Commencement of operations.

⁽⁵⁾  Class S was fully redeemed on December 16, 2003 and recommenced operations on July 20, 2005.

^*  Amount is less than $0.005 or $500 or more than $(0.005).

^•  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 and net investment income or loss ratio (Note 4).

^(a)  There was no impact on total return by the affiliate payment in Note 15.

^(b)  There was no impact on total return by the affiliate payment.

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

^(d)  NAV and per share amounts have been restated to reflect the stock split that occurred on October 7, 2008. Effective October 7, 2008, the Portfolio converted to a stable share price of $1.00 per share. In connection with this change, the Portfolio utilized a stock split and distributed additional shares to its shareholders (adjustment factor: 12.926 shares to 1 share) such that each shareholder's proportionate interest and aggregate value of investment in the Portfolio remained the same.

See Accompanying Notes to Financial Statements
19

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED)

NOTE 1 — ORGANIZATION

Organization. The ING Variable Product Funds are comprised of ING Balanced Portfolio, Inc., ING Variable Funds, ING Variable Portfolios, Inc., ING Intermediate Bond Portfolio, and ING 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" or "Act").

ING Balanced Portfolio, Inc. is a company incorporated under the laws of Maryland on December 14, 1988 with one portfolio, ING Balanced Portfolio ("Balanced"). ING Variable Funds is a business trust formed under the laws of Massachusetts on January 25, 1984 with one portfolio, ING 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 nineteen separate active portfolios. The four portfolios that are in this report are: ING Opportunistic LargeCap Growth Portfolio ("Opportunistic LargeCap Growth"), ING Small Company Portfolio ("Small Company"), ING Opportunistic LargeCap Portfolio ("Opportunistic LargeCap"), formerly ING Opportunistic LargeCap Value Portfolio and ING BlackRock Science and Technology Opportunities Portfolio ("Science and Technology Opportunities"), formerly ING BlackRock Global Science and Technology Portfolio. ING Intermediat e Bond Portfolio is a business trust formed under the laws of Massachusetts on January 25, 1984 with one portfolio, ING Intermediate Bond Portfolio ("Intermediate Bond"). ING Money Market Portfolio is a business trust formed under the laws of Massachusetts on January 25, 1984 with one portfolio, ING Money Market Portfolio ("Money Market"). Prior to May 1, 2009, Balanced, Growth and Income, Small Company, Intermediate Bond and Money Market contained the "VP" prefix in their name. 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;

•  Opportunistic LargeCap 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;

•  Opportunistic LargeCap 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 investments while maintaining a stable share price of $1.00⁽¹⁾; and

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

⁽¹⁾  Effective October 7, 2008, Money Market seeks to maintain a stable share price of $1.00 per share. In connection with this change, the Portfolio utilized a stock split and distributed additional shares to its shareholders such that each shareholder's proportionate interest and aggregate value of investment in the Portfolio remained the same.

Each Portfolio offers Class I and Class S shares. Each Portfolio, except Money Market, offers Adviser ("ADV") Class shares. Each Portfolio, except, Opportunistic LargeCap Growth, Opportunistic LargeCap and Money Market, offers Service 2 Class (Class "S2") shares. The four 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 directors/trustees) are allocated to each Portfolio in proportion to its average net assets. Expenses directly attributable to a particular Portfolio (including advisory, administration, custodial transaction-based, registration, other professional, distribution and/or service fees, certain taxes, and offering costs) are charged directly to that Portfolio. Differences in per share dividend rates generally result from differences in separate class expenses, including distribution and shareholder service fees, if applicable.

20

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 1 — ORGANIZATION (continued)

Shares of the Portfolios may be offered to separate 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 each Portfolio's behalf.

ING Investments, LLC ("ING Investments'' or the "Investment Adviser"), an Arizona limited liability company, serves as the investment adviser to the Portfolios. ING Investments has engaged ING Investment Management Co. ("ING IM''), a Connecticut corporation, to serve as the sub-adviser to each Portfolio, with the exception of Science and Technology Opportunities. ING Funds Distributor, LLC ("IFD" or the "Distributor") is the principal underwriter of the Portfolios. ING Investments, ING IM and IFD are indirect, wholly-owned subsidiaries of ING Groep N.V. ("ING Groep"). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services.

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

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES`

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

A.  Security Valuation. Investments in equity securities traded on a national securities exchange are valued at the last reported sale price. Securities reported by NASDAQ are valued at the NASDAQ official closing prices. Securities traded on an exchange or NASDAQ for which there has been no sale and securities traded in the over-the-counter-market are valued at the mean between the last reported bid and ask prices. All investments quoted in foreign currencies are valued daily in U.S. dollars on the basis of the foreign currency exchange rates prevailing at that time. Debt securities acquired with more than 60 days to maturity are fair valued using matrix pricing methods determined by an independent pricing servi ce which takes into consideration such factors as yields, maturities, liquidity, ratings and traded prices in similar or identical securities. Securities for which valuations are not readily available from an independent pricing service may be valued by brokers which use prices provided by market makers or estimates of fair market value obtained from yield data relating to investments or securities with similar characteristics. 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. Investments in open-end mutual funds are valued at net asset value.

Securities and assets for which market quotations are not readily available (which may include certain restricted securities, which are subject to limitations as to their sale) are valued at their fair values, as defined in the 1940 Act, and 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 defined by the 1940 Act, and as determined in good faith by or under the supervision of the Board, in accordance with methods that are specifically authorized by the Board. The valuation techniques applied in any specific instance are likely to vary from case to case. With respect to a restricted security, for example, considerat ion is generally given to the cost of the investment, the market value of any unrestricted securities of the same class at the time of valuation, the potential expiration of restrictions on the security, the existence of any registration rights, the costs to the Portfolios related to registration of the security, as well as factors relevant to the issuer itself. Consideration may also be given to the price and extent of any public trading in similar securities of the issuer or comparable companies' securities. The value of a foreign security traded on an exchange outside the United States is generally based on its price on the principal

21

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

foreign exchange where it trades as of the time a Portfolio determines its NAV or if the foreign exchange closes prior to the time a 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 a 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 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 valu ations are determined in good faith to be more accurate. Unless an event is such that it causes a Portfolio to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time a Portfolio determines its NAV, events that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in a Portfolio's NAV. Investments in securities maturing in 60 days or less from date of acquisition are valued at amortized cost which approximates market value.

Money Market uses the amortized cost method to value its portfolio securities, which approximates market value. The amortized cost method involves valuing a security at its cost and amortizing any discount or premium over the period until maturity, regardless of the impact of fluctuating interest rates or the market value of the security.

Effective for fiscal years beginning after November 15, 2007, Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards No. 157, "Fair Value Measurements", establishes a hierarchy for measuring fair value of assets and liabilities. As required by the standard, each investment asset or liability of the Portfolios is assigned a level at measurement date based on the significance and source of the inputs to its valuation. Quoted prices in active markets for identical securities are classified as "Level 1", inputs other than quoted prices for an asset or liability that are observable are classified as "Level 2" and unobservable inputs, including the sub-adviser's judgment about the assumptions that a market participant would use in pricing an asset or liability are classified as "Level 3". The inputs used for valuing securities are not necessarily an indication of the risks associated with investing in those secur ities. A table summarizing each Portfolio's investments under these levels of classification is included following the Portfolios of Investments. For the six months ended June 30, 2009, there have been no significant changes to the fair valuation methodologies.

Effective for fiscal years and interim periods ending after November 15, 2008, the FASB issued

22

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

FASB Staff Position ("FSP") No. FAS 133-1 and FASB Interpretation Number ("FIN") 45-4, "Disclosures about Credit Derivatives and Certain Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No. 45; and Clarification of the Effective Date of FASB Statement No. 161." The amendments to FAS 133 require enhanced disclosure regarding credit derivatives sold, including (1) the nature and terms of the credit derivative, reasons for entering into the credit derivative, the events or circumstances that would require the seller to perform under the credit derivative, and the current status of the payment/performance risk of the credit derivative, (2) the maximum potential amount of future payments (undiscounted) the seller could be required to make under the credit derivative, (3) the fair value of the credit derivative, and (4) the nature of any recourse provisions and assets held either as collateral or by third parties. The ame ndments to FIN 45 require additional disclosures about the current status of the payment/performance risk of a guarantee. All changes to accounting policies have been made in accordance with the FSP and incorporated for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

On March 19, 2008, the FASB issued Statement of Financial Accounting Standards No. 161 ("SFAS No. 161"), "Disclosure about Derivative Instruments and Hedging Activities." This new accounting statement requires enhanced disclosures about an entity's derivative and hedging activities. Entities are required to provide enhanced disclosures about (a) how and why an entity invests in derivatives, (b) how derivatives are accounted for under SFAS No. 133, and (c) how derivatives affect an entity's financial position, financial performance, and cash flows. SFAS No. 161 also requires enhanced disclosures regarding credit-risk-related contingent features of derivative instruments. All changes to disclosures have been made in accordance with SFAS 161 and have been incorporated for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

On April 9, 2009, the FASB issued FASB Staff Position No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly ("FSP 157-4"). FSP 157-4 requires enhanced disclosures about the inputs and valuation technique(s) used to measure fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. In addition, the three-level hierarchy disclosure and the level three roll-forward disclosure are to be expanded for each major category of equity and debt securities. There was no change to the financial position of the Portfolios and the results of their operations due to the adoption of FSP 157-4 and all disclosures have been made for the current period as part of the Notes to Financial Statements and Portfolio of Investments.

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

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

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

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

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

23

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

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.  Risk Exposures and the use of Derivative Instruments. The Portfolios' investment objectives permit the Portfolios to enter into various types of derivatives contracts, including, but not limited to, futures contracts, forward foreign currency exchange contracts, credit default swaps, interest rate swaps, total return swaps, and purchased and written options. In doing so, a Portfolio will employ strategies in differing combinations to permit it to increase or decrease the level of risk, or change the level or types of exposure to market risk factors. This may allow a Portfolio to pursue its objectives more quickly, and efficiently than if it were to make direct purchases or sales of securities capable of affecting a similar response to market factors.

Market Risk Factors. In pursuit of its investment objectives, a Portfolio may seek to use derivatives to increase or decrease its exposure to the following market risk factors:

Credit Risk. Credit risk relates to the ability of the issuer to meet interest and principal payments, or both, as they come due. In general, lower-grade, higher-yield bonds are subject to credit risk to a greater extent than lower-yield, higher-quality bonds.

Equity Risk. Equity risk relates to the change in value of equity securities as they relate to increases or decreases in the general market.

Foreign Exchange Rate Risk. Foreign exchange rate risk relates to the change in U.S. dollar value of a security held that is denominated in a foreign currency. The U.S. dollar value of a foreign currency denominated security will decrease as the dollar appreciates against the currency, while the U.S. dollar value will increase as the dollar depreciates against the currency.

Interest Rate Risk. Interest rate risk refers to the fluctuations in value of fixed-income securities resulting from the inverse relationship between price and yield. For example, an increase in general interest rates will tend to reduce the market value of already issued fixed-income investments, and a decline in general interest rates will tend to increase their value. In addition, debt securities with longer maturities, which tend to have higher yields, are subject to potentially greater fluctuations in value from changes in interest rates than obligations with shorter maturities.

Risks of Investing in Derivatives. A Portfolio's use of derivatives can result in losses due to unanticipated changes in the market risk factors and the overall market. In instances where a Portfolio is using derivatives to decrease, or hedge, exposures to market risk factors for securities held by a Portfolio, there are also risks that those derivatives may not perform as expected resulting in losses for the combined or hedged positions.

The use of these strategies involves certain special risks, including a possible imperfect correlation, or even no correlation, between price movements of derivative instruments and price movements of related investments. While some strategies involving derivative instruments can reduce the risk of loss, they can also reduce the opportunity for gain or even result in losses by offsetting favorable price movements in related investments or otherwise, due to the possible inability of a Portfolio to purchase or sell a portfolio security at a time that otherwise would be favorable or the possible need to sell a portfolio security at a disadvantageous time because the Portfolio is required to maintain asset coverage or offsetting positions in connection with transactions in derivative instruments. Additional associated risks from investing in derivatives also exist and potentially could have significant effects on the valuation of the derivative and a Portfolio. Associated risks are not the risks that a Portfolio is attempting to increase or decrease exposure to, per their investment objectives, but are the additional risks from investing in derivatives. Examples of

24

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

these associated risks are liquidity risk, which is the risk that a Portfolio will not be able to sell the derivative in the open market in a timely manner, and counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to a Portfolio. Associated risks can be different for each type of derivative and are discussed by each derivative type in the following notes.

Counterparty Credit Risk. Certain derivative positions are subject to counterparty credit risk, which is the risk that the counterparty will not fulfill its obligation to a Portfolio. Each Portfolio's derivative counterparties are financial institutions who are subject to market conditions that may weaken their financial position. A Portfolio intends to enter into financial transactions with counterparties that they believe to be creditworthy at the time of the transaction. To reduce this risk, a Portfolio has entered into master netting arrangements, established within the Portfolios' International Swap and Derivatives Association, Inc. ("ISDA") Master Agreements. These agreements are with select counterparties and they govern transactions, including certain over-the counter derivative and foreign exchange contracts, entered into by a Portfolio and the counterpar ty. The ISDA Master Agreements maintain provisions for general obligations, representations, agreements, collateral, and events of default or termination. The occurrence of a specified event of termination may give a counterparty the right to terminate all of its contracts and affect settlement of all outstanding transactions under the applicable ISDA Master Agreement.

A Portfolio may also enter into collateral agreements with certain counterparties to further mitigate counterparty risk on swaps, OTC derivatives and forward foreign currency contracts. Subject to established minimum levels, collateral is generally determined based on the net aggregate unrealized gain or loss on contracts with a certain counterparty. Collateral pledged to a Portfolio is held in a segregated account by a third-party agent and can be in the form of cash or debt securities issued by the U.S. government or related agencies. At June 30, 2009, Intermediate Bond has pledged $1,130,000 in collateral to various counterparties. The collateral is being held by a third-party agent and is not reflected on the Statement of Assets and Liabilities.

E.  ForwardForeign 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 forward foreign currency contract, a Portfolio agrees to receive or deliver a fixed quantity of foreign currency for an agreed-upon price on an agreed future date. A Portfolio either enters into these transactions on a spot basis at the spot rate prevailing in th e 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 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.

For the six months ended June 30, 2009, Science and Technology Opportunities has entered into forward foreign currency contracts with the obligation to buy and sell specified foreign currencies in the future at a currently negotiated forward rate in order to increase or decrease exposure to foreign exchange rate risk. The Portfolio uses forward foreign currency contracts to enhance potential gain, hedge against anticipated currency exchange rates, gain exposure to foreign currencies and to maintain diversity and liquidity of the portfolio.

For the six months ended June 30, 2009, the total amount of all open forward foreign currency contracts as presented following the Portfolio of Investments is indicative of the volume of this derivative type.

Each Portfolio, with the exception of Money Market, may enter into futures contracts involving foreign currency, interest rates, securities and security indices. A futures contract is a commitment to buy or sell a specific amount of a financial instrument at a negotiated price on a stipulated future date. A Portfolio may buy and sell futures contracts. Futures contracts traded on a commodities or futures exchange will be valued at the final settlement price or official closing price on the principal exchange as reported by such principal exchange at its trading session ending at, or most recently prior to, the time when each Portfolio's assets are valued.

Upon entering into a futures contract, a Portfolio is required to deposit either cash or securities (initial margin) in an amount equal to a certain percentage of the contract value. Subsequent payments (variation margin) are made or received by a Portfolio each day. The variation margin

25

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

payments are equal to the daily changes in the contract value and are recorded as unrealized gains and losses. Open futures contracts are reported on a table following each Portfolio's Portfolio of Investments. Securities held in collateralized accounts to cover initial margin requirements on open futures contracts are footnoted in the Portfolio of Investments. Cash collateral held by the broker to cover initial margin requirements on open futures contracts are noted in the Statements of Assets and Liabilities. The net change in unrealized appreciation and depreciation is reported in the Statements of Operations. Realized gains (losses) are reported in the Statements of Operations at the closing or expiration of futures contracts.

Futures contracts are exposed to the market risk factor of the underlying financial instrument. During the six months ended June 30, 2009, Balanced, Growth and Income, and Intermediate Bond have purchased futures contracts on various equity indexes to increase exposure to equity risk. Balanced and Intermediate Bond also purchased futures contracts on various bonds and notes to increase exposure to interest rate risk. In addition, Balanced and Intermediate Bond sold futures contracts on various bonds and notes to decrease exposure to interest rate risk. Additional associated risks of entering into futures contracts include the possibility that there may be an illiquid market where a Portfolio is unable to liquidate the contract or enter into an offsetting position and, if used for hedging purposes, the risk that the price of the contract will correlate imperfectly with the prices of a Portfolio's securities. For the six months ended June 30, 2009, the total amount of all open futures contracts as presented following each Portfolio of Investments is indicative of the volume of this derivative type.

F.  Distributions to Shareholders. The Portfolios record distributions to their shareholders on the ex-dividend date. Balanced, Opportunistic LargeCap Growth, Small Company, Opportunistic LargeCap and Science and Technology Opportunities declare and pay dividends annually. Growth and Income and Intermediate Bond, declare and pay dividends semi-annually. Money Market declares dividends daily and pays dividends, if any, monthly. Each Portfolio distributes capital gains, if any, annually. The Portfolios may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code. The characteristics of income and gains to be distributed are determined in accordance with i ncome tax regulations, which may differ from U.S. generally accepted accounting principles for investment companies.

G.  Federal Income Taxes. It is the policy of the Portfolios to comply with subchapter M of the Internal Revenue Code and related excise tax provisions applicable to regulated investment companies and to distribute substantially all of their net investment income and any net realized capital gains to their shareholders. Therefore, no federal income tax provision is required. Management has considered the sustainability of each Portfolio's tax positions taken on federal income tax returns for all open tax years in making this determination. No capital gain distributions shall be made until any capital loss carryforwards have been fully utilized or expired.

H.  Use of Estimates. 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.

I.  Repurchase Agreements. Each Portfolio may invest in repurchase agreements only with government securities dealers recognized by the Board of Governors of the Federal Reserve System. Under such agreements, the seller of the security agrees to repurchase it at a mutually agreed upon time and price. The resale price is in excess of the purchase price and reflects an agreed upon interest rate for the period of time the agreement is outstanding. The period of the repurchase agreements is usually short, from overnight to one week, while the underlying securities generally have longer maturities. Each Portfolio will receive as collateral securities acceptable to it whose market value is equal to at least 100% of the carrying amount of the repurchase agreements, plus accrued interest, be ing invested by 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.

26

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

J.  Securities Lending. Each Portfolio has the option to temporarily loan up to 33¹/₃% 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 Por tfolio 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 in a Portfolio.

K.  Illiquid and Restricted Securities. Each Portfolio may not invest more than 15% (10% for Money Market) of its 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 pursu ant to guidelines approved by the Board or may be deemed to be illiquid because they may not be readily marketable. Illiquid and restricted securities are valued using market quotations when readily available. In the absence of market quotations, the securities are valued based upon their fair value, as defined by the Act, determined under procedures approved by the Board.

L.  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.

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

N.  Swap Agreements. Certain Portfolios may enter into swap agreements. A swap is an agreement between two parties pursuant to which each party agrees to make one or more payments to the other at specified future intervals based on the return of an asset (such as a stock, bond or currency) or non-asset reference (such as an interest rate or index). The swap agreement will specify the "notional" amount of the asset or non-asset reference to which the contract relates. Subsequent changes in market value, if any, are calculated based upon changes in the performance of the asset or non-asset reference multiplied by the notional value of the contract. A Portfolio may enter into credit default, interest rate, total return and currency swaps to manage its exposure to credit, currency and in terest rate risk. All outstanding swap agreements are reported following each Portfolio's Portfolio of Investments.

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

27

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

terms of the swap agreement and the prevailing market conditions. The upfront payments are included as a component in the realized gains or losses on each Portfolio's Statement of Operations upon termination or maturity of the swap. A Portfolio also records net periodic payments paid or received on the swap contract as a realized gain or loss on the Statements of Operations.

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

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

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

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

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

28

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES (continued)

or risk of default or other credit event occurring as defined under the terms of the agreement.

The maximum amount of future payments (undiscounted) that a Portfolio as seller of protection could be required to make under a credit default swap agreement would be an amount equal to the notional amount of the agreement. Notional amounts of all credit default swap agreements outstanding as of June 30, 2009, for which a Portfolio is seller of protection are disclosed in each Portfolio's Portfolio of Investments. These potential amounts would be partially offset by any recovery values of the respective referenced obligations, upfront payments received upon entering into the agreements, or net amounts received from the settlement of buy protection credit default swap agreements entered into by a Portfolio for the same referenced entity or entities.

For the six months ended June 30, 2009, both Balanced and Intermediate Bond have purchased credit protection through credit default swaps to decrease exposure to the credit risk of individual securities and to hedge against anticipated potential credit events.

For the six months ended June 30, 2009, both Balanced and Intermediate Bond have sold credit protection through credit default swaps to gain exposure to the credit risk of individual securities that are either unavailable or considered to be less attractive in the bond market.

Balanced and Intermediate Bond invest in derivatives only if the expected risks and rewards are consistent with their investment objectives, and overall risk profile as described in the accompanying Notes to Financial Statements. For the six months ended June 30, 2009, the total notional amount of all open swap positions as presented following each Portfolio of Investments is indicative of the volume of this derivative type.

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

NOTE 3 — INVESTMENT TRANSACTIONS

For the six months ended June 30, 2009, the cost of purchases and the proceeds from the sales of securities, excluding short-term and U.S. government securities, were as follows:

	Purchases		Sales
Balanced	$	329,576,212	$	397,852,039
Growth and Income		979,481,665		967,903,404
Opportunistic LargeCap Growth		50,133,465		53,238,350
Small Company		351,481,160		326,332,461
Opportunistic LargeCap		105,971,811		110,602,333
Intermediate Bond		975,024,878		1,201,001,539
Science and Technology Opportunities		115,472,734		68,217,960

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

	Purchases		Sales
Balanced	$	717,779,017	$	689,125,300
Intermediate Bond		11,712,045,051		11,485,479,031

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
Opportunistic LargeCap Growth	0.600	%
Small Company	0.750	%
Opportunistic LargeCap	0.600	%
Intermediate Bond	0.400	%
Money Market	0.250	%
Science and Technology Opportunities	0.950	%

The Investment Adviser entered into sub-advisory agreements with ING IM. ING IM acts as sub-adviser to all Portfolios except for Science and Technology Opportunities. 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 Science and Technology Opportunities pursuant to a Sub-Advisory Agreement, effective February 2, 2007, between the Investment Adviser and BlackRock.

ING Portfolios are permitted to invest end-of-day cash balances into ING Institutional Prime Money Market

29

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 4 — INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES (continued)

Fund. Investment management fees paid by the Portfolios will be reduced by an amount equal to the management fees paid indirectly to ING Institutional Prime Money Market Fund with respect to assets invested by the Portfolios. For the six months ended June 30, 2009, the Investment Adviser for Balanced, Growth and Income, Opportunistic LargeCap Growth, Small Company, Opportunistic LargeCap and Intermediate Bond waived $7,538, $18,781, $212, $4,733, $167, and $42,972 of such management fees, 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.

In placing equity security transactions, each sub-adviser is required to use its best efforts to choose a broker capable of providing brokerage services necessary to obtain the best execution for each transaction. Subject to this requirement, each sub-adviser may allocate equity security transactions through certain designated broker-dealers. Some of these broker-dealers participate in commission recapture programs that have been established for the benefit of the Portfolios. Under these programs, the participating broker-dealers will return to a Portfolio a portion of the brokerage commissions (in the form of a credit to a Portfolio) paid to the broker-dealers to pay certain expenses of a Portfolio. These commission recapture payments benefit the Portfolios and not the sub-adviser. Any amount credited to a Portfolio is recognized as brokerage commission recapture in the Statements of Operations.

NOTE 5 — DISTRIBUTION AND SERVICE FEES

ADV Class and Class S2 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 and Class S2 shares. The Distributor has contractually agreed to waive a portion of its fee equal to 0.10% of the average daily net assets attributable to the distribution fee paid by Class S2 of the Portfolios, so that the actual fee paid by a Portfolio is an annual rate of 0.15%. The expense waiver will continue through at least May 1, 2010.

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

NOTE 6 — OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES

At June 30, 2009, 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	$	241,730	$	26,717	$	1,334	$	269,781
Growth and Income		839,521		92,685		59,470		991,676
Opportunistic LargeCap Growth		34,036		3,124		1,849		39,009
Small Company		321,557		23,641		10,716		355,914
Opportunistic LargeCap		37,950		3,484		2,162		43,596
Intermediate Bond		919,044		126,878		237,149		1,283,071
Money Market		331,412		72,908		—		404,320
Science and Technology Opportunities		169,585		9,818		29,432		208,835

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

At June 30, 2009, 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 (91.40%); Growth and Income (9.40%); Opportunistic

30

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

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

LargeCap Growth (91.40%); Small Company (41.00%); Opportunistic LargeCap Value (83.80%); Intermediate Bond (32.50%); Money Market (98.10%); and Science and Technology Opportunities (33.10%)

ING LifeStyle Growth Portfolio — Small Company (16.10%)

ING LifeSyle Moderate Growth Portfolio — Intermediate Bond (7.30%)

ING LifeSyle Moderate Portfolio — Intermediate Bond (5.30%)

ING Solution 2025 Portfolio — Small Company (9.20%)

ING USA Annuity and Life Insurance Company — Growth and Income (84.80%); Small Company (10.00%); Opportunistic LargeCap (13.10%); Intermediate Bond (40.30%); and Science and Technology Opportunities (63.90%)

Reliastar Life Insurance Company — Opportunistic LargeCap Growth (6.60%)

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. The 1940 Act defines affiliates as companies that are under common control. Therefore, because the Portfolios have a common owner that owns over 25% of the outstanding securities of the Portfolios, they may be deemed to be affiliates of each other. Investment activities of these shareholders could have a material impact on the Portfolios.

NOTE 7 — EXPENSE LIMITATION AGREEMENTS

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 commissions and extraordinary expenses (and acquired fund fees and expenses) to the levels listed below:

	Class ADV			Class I			Class S			Class S2
Opportunistic LargeCap Growth		1.30	%		0.80	%		1.05	%	n/a
Small Company		1.45	%		0.95	%		1.20	%		1.35	%
Opportunistic LargeCap		1.30	%		0.80	%		1.05	%	n/a
Science and Technology Opportunities		1.55	%		1.05	%		1.30	%		1.45	%

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 June 30, 2009, the amount of waived and reimbursed fees that are subject to recoupment by the Investment Adviser, and the related expiration dates are as follows:

	June 30,
	2010		2011		2012		Total
Science and Technology Opportunities	$	—	$	—	$	72,286	$	72,286

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 — LINE OF CREDIT

The Portfolios, in addition to certain other portfolios managed by the Investment Adviser, have entered into an unsecured committed revolving line of credit agreement (the "Credit Agreement") with The Bank of New York Mellon for an aggregate amount of $100,000,000. The proceeds may be used to: (1) temporarily finance the purchase or sale of securities; and (2) finance the redemption of shares of an investor in the Portfolios to which the loan is made. The Portfolios to which the line of credit is available pay a commitment fee equal to 0.125% per annum on the daily unused portion of the committed line amount.

Generally, borrowings under the Credit Agreement accrue interest at the federal funds rate plus a specified margin. Repayments generally must be made within 60 days after the date of a revolving credit advance. The following Portfolios utilized the line of credit during the six months ended June 30, 2009:

	Days Utilized		Approximate Average Daily Balance		Approximate Weighted Average Interest Rate
Growth and Income		42	$	804,762		1.17	%
Intermediate Bond(1)		5		9,146,000		1.17

⁽¹⁾ At June 30, 2009, Intermediate Bond had an outstanding balance of $2,430,000.

31

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 9 — CAPITAL SHARES

Transactions in capital shares and dollars were as follows:

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease)
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
Balanced
Class ADV
06-30-09		—		—		—		(1	)		(1	)		—		—		—		(8	)		(8	)
12-31-08		—		—		—		(1	)		(1	)		—		—		—		(12	)		(12	)
Class I
06-30-09		1,836,674		—		3,161,486		(5,656,562	)		(658,402	)		14,958,327		—		27,220,392		(48,648,111	)		(6,469,392	)
12-31-08		354,934		—		9,121,937		(16,235,628	)		(6,758,757	)		3,692,548		—		110,649,102		(185,483,682	)		(71,142,032	)
Class S
06-30-09		20,550		—		33,083		(59,676	)		(6,043	)		175,093		—		283,520		(509,141	)		(50,528	)
12-31-08		125,814		—		89,235		(198,053	)		16,996			1,479,685		—		1,077,072		(2,287,198	)		269,559
Class S2
02-27-09(1) - 06-30-09		376		—		—		—			376			3,000		—		—		—			3,000
Growth and Income
Class ADV
06-30-09		4,745		—		—		(16,415	)		(11,670	)		69,936		—		—		(229,205	)		(159,269	)
12-31-08		40,306		—		792		(37,703	)		3,395			848,718		—		11,483		(780,408	)		79,793
Class I
06-30-09		8,642,028		—		—		(8,242,971	)		399,057			124,511,911		—		—		(120,375,996	)		4,135,915
12-31-08		11,913,505		—		2,316,631		(19,771,802	)		(5,541,666	)		251,520,863		—		33,730,148		(402,121,000	)		(116,869,989	)
Class S
06-30-09		167,637		—		—		(1,848,868	)		(1,681,231	)		2,505,925		—		—		(26,058,574	)		(23,552,649	)
12-31-08		4,145,988		16,787,613		397,722		(3,014,524	)		18,316,799			94,804,530		353,711,801		5,751,055		(57,814,407	)		396,452,979
Class S2
02-27-09(1) - 06-30-09		236		—		—		—			236			3,000		—		—		—			3,000
Opportunistic LargeCap Growth
Class ADV
06-30-09		14,542		—		—		(12,856	)		1,686			99,660		—		—		(85,962	)		13,698
12-31-08		41,857		—		—		(68,101	)		(26,244	)		449,026		—		—		(677,704	)		(228,678	)
Class I
06-30-09		116,912		—		57,009		(636,671	)		(462,750	)		815,827		—		404,193		(4,387,199	)		(3,167,179	)
12-31-08		252,635		—		69,368		(2,727,762	)		(2,405,759	)		2,567,062		—		749,873		(27,428,648	)		(24,111,713	)
Class S
06-30-09		238,763		—		2,607		(235,521	)		5,849			1,657,249		—		18,353		(1,597,567	)		78,035
12-31-08		221,013		—		4,259		(907,567	)		(682,295	)		2,090,131		—		45,652		(8,653,583	)		(6,517,800	)
Small Company
Class ADV
06-30-09		—		—		—		—			—			—		—		—		—			—
12-16-08(1) - 12-31-08		270		—		—		—			270			3,000		—		—		—			3,000
Class I
06-30-09		5,914,832		—		272,837		(4,090,869	)		2,096,800			59,677,602		—		3,140,406		(46,459,836	)		16,358,172
12-31-08		9,251,093		—		4,962,617		(9,110,644	)		5,103,066			147,087,480		—		79,699,637		(145,489,311	)		81,297,806
Class S
06-30-09		1,575,337		—		29,034		(973,954	)		630,417			16,957,834		—		330,410		(10,608,240	)		6,680,004
12-31-08		4,478,420		—		25,696		(785,827	)		3,718,289			66,404,448		—		409,079		(11,553,473	)		55,260,054
Class S2
02-27-09(1) - 06-30-09		324		—		—		—			324			3,000		—		—		—			3,000
Opportunistic LargeCap
Class ADV
06-30-09		—		—		—		—			—			—		—		—		—			—
12-31-08		—		—		—		(1	)		(1	)		—		—		—		(11	)		(11	)
Class I
06-30-09		97,480		—		302,318		(601,579	)		(201,781	)		761,801		—		2,288,544		(4,532,628	)		(1,482,283	)
12-31-08		136,501		—		1,629,562		(2,175,855	)		(409,792	)		1,384,980		—		20,255,455		(25,817,102	)		(4,176,667	)
Class S
06-30-09		29,797		—		42,891		(144,621	)		(71,933	)		230,504		—		323,400		(1,090,795	)		(536,891	)
12-31-08		14,810		—		269,654		(387,908	)		(103,444	)		178,165		—		3,330,233		(4,432,841	)		(924,443	)

⁽¹⁾ Commencement of operations.

32

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 9 — CAPITAL SHARES (continued)

	Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease) in shares outstanding			Shares sold		Proceeds from shares issued in merger		Reinvestment of distributions		Shares redeemed			Net increase (decrease)
Year or period ended	#		#		#		#			#			($)		($)		($)		($)			($)
Intermediate Bond
Class ADV
06-30-09		—		—		—		(1	)		(1	)		—		—		—		(11	)		(11	)
12-31-08		—		—		—		(1	)		(1	)		—		—		—		(12	)		(12	)
Class I
06-30-09		12,595,624		—		731,736		(29,111,497	)		(15,784,137	)		138,160,565		—		7,990,578		(316,574,353	)		(170,423,210	)
12-31-08		53,358,622		2,918,609		14,350,541		(79,274,180	)		(8,646,408	)		686,343,323		37,264,333		165,967,496		(993,285,707	)		(103,710,555	)
Class S
06-30-09		8,989,876		—		245,087		(9,099,439	)		135,524			97,858,297		—		2,661,647		(99,227,877	)		1,292,067
12-31-08		32,168,698		848,254		8,949,716		(19,339,594	)		22,627,074			410,405,825		10,751,281		102,233,412		(233,459,612	)		289,930,906
Class S2
02-27-09(1) - 06-30-09		278		—		—		—			278			3,000		—		—		—			3,000
Money Market
Class I
06-30-09		58,471,183		—		3,588,024		(278,262,395	)		(216,203,188	)		58,471,183		—		3,486,834		(278,262,395	)		(216,304,378	)
12-31-08		1,747,332,311		—		16,756,212		(94,879,849	)		1,669,208,674			384,970,723		—		124,653,168		(346,315,736	)		163,308,155
Science and Technology Opportunities
Class ADV
06-30-09		—		—		—		—			—			—		—		—		—			—
12-16-08(1) - 12-31-08		912		—		—		—			912			3,000		—		—		—			3,000
Class I
06-30-09		2,634,294		—		—		(720,976	)		1,913,318			9,265,952		—		—		(2,448,135	)		6,817,817
12-31-08		3,072,997		—		—		(3,991,670	)		(918,673	)		14,071,302		—		—		(18,237,345	)		(4,166,043	)
Class S
06-30-09		14,346,033		—		—		(4,622,865	)		9,723,168			49,591,029		—		—		(15,269,729	)		34,321,300
12-31-08		8,356,135		24,911,193		—		(5,950,375	)		27,316,953			38,376,474		123,216,459		—		(23,407,370	)		138,185,563
Class S2
02-27-09(1)-06-30-09		998		—		—		(1	)		997			3,003		—		—		(3	)		3,000

⁽¹⁾ Commencement of operations.

NOTE 10 — ILLIQUID SECURITIES

Pursuant to guidelines adopted by the 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 Acquision Date	Cost		Value		Percent of Net Assets
Balanced	Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		700,000	11/21/06	$	683,243	$	—		0.0	%
	Greater Ohio Ethanol, LLC, 6.301%, due 12/31/13		600,000	11/21/06		597,758		—		0.0	%
	PEA Lima, LLC, 0.000%, due 03/20/14		92,655	03/20/09		5,226		9		0.0	%
					$	1,286,227	$	9		0.0	%
Growth and Income	Seagate Technology, Inc. - Escrow		2,600	05/09/02	$	—	$	—		0.0	%
					$	—	$	—		0.0	%
Intermediate Bond	Greater Ohio Ethanol, LLC, 6.301%, due 12/31/13		4,000,000	11/21/06	$	3,985,331	$	—		0.0	%
	Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		4,900,000	11/21/06		4,850,115		—		0.0	%
	PEA Lima, LLC, 0.000%, due 03/20/14		617,699	03/20/09		34,843		62		0.0	%
					$	8,870,289	$	62		0.0	%

33

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 11 — SECURITIES LENDING

Under an agreement with The Bank of New York Mellon ("BNY"), the Portfolios can lend their securities to approved brokers, dealers and other financial institutions. Loans are collateralized by cash and U.S. government securities. The collateral is equal to at least 105% of the market value of non-U.S. securities loaned and 102% of the market value of U.S. securities. The market value of the loaned securities is determined at the close of business of the Portfolios at their last sale price or official closing price on the principal exchange or system on which they are traded and any additional collateral is delivered to the Portfolios on the next business day. The cash collateral received is invested in approved investments as defined in the Securities Lending Agreement with BNY (the "Agreement"). The Portfolios bear the risk of loss with respect to the investment of collateral. Currently, the cash collateral is invested in the Bank of New Yo rk Mellon Corp. Institutional Cash Reserves Fund ("BICR Fund"). BNY serves as investment manager, custodian and operational trustee of the BICR Fund. As of June 30, 2009, and throughout the period covered by this report, the BICR Fund held certain defaulted securities that had market values significantly below amortized cost. The Portfolios agreed to the terms of capital support extended by The Bank of New York Mellon Corporation ("BNYC"), an affiliated company of BNY, for the certain defaulted securities held by the BICR Fund. BNYC will support the value of these securities up to a certain amount and subject, in part, to the Portfolios' continued lending of securities. The recorded value of each Portfolio's investment in the BICR Fund includes the value of the underlying securities held by the BICR Fund and the estimated value of the support to be provided by BNYC. The investment in the BICR Fund is included in the Portfolio of Investments under Securities Lending Collateral and the unrealized loss on such investment is included in Net Unrealized Depreciation on the Statements of Assets and Liabilities.

Generally, in the event of counterparty default, the Portfolios have the right to use the collateral to offset losses incurred. The Agreement contains certain guarantees by BNY in the event of counterparty default and/or a borrower's failure to return a loaned security; however, there would be a potential loss to the Portfolios in the event the Portfolios are delayed or prevented from exercising their right to dispose of the collateral. Engaging in securities lending could have a leveraging effect, which may intensify the credit, market and other risks associated with investing in a Portfolio. At June 30, 2009, the following Portfolios had securities on loan with the following market values:

	Value of Securities Loaned		Cash Collateral Received*
Balanced	$	48,022,737	$	49,131,766
Growth and Income		27,102,777		28,561,378
Opportunistic LargeCap Growth		1,757,806		1,833,148
Small Company		30,577,132		31,619,673
Opportunistic LargeCap		1,108,732		1,148,804
Intermediate Bond		522,237,271		533,761,298
Money Market		1,058,427		1,077,010
Science and Technology Opportunities		6,919,949		7,315,890

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

NOTE 12 — CONCENTRATION OF INVESTMENT RISKS

Concentration (Science and Technology Opportunities). 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 Science and Technology Opportunities). 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.

Derivatives (All Portfolios except Opportunistic LargeCap and Money Market). Generally, derivatives can be characterized as financial instruments whose performance is derived, at least in part, from the performance of an underlying asset or assets. Some derivatives are sophisticated instruments that typically

34

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 12 — CONCENTRATION OF INVESTMENT RISKS (continued)

involve a small investment of cash relative to the magnitude of risks assumed. These may include swap agreements, options, forwards and futures. Derivative securities are subject to market risk which could be significant for those that have a leveraging effect. Derivatives are also subject to credit risks related to the counterparty's ability to perform and any deterioration in the counterparty's creditworthiness could adversely affect the instrument. In addition, derivatives and their underlying securities may experience periods of illiquidity which could cause a Portfolio to hold a security it might otherwise sell or could force the sale of a security at inopportune times or for prices that do not reflect current market value. A risk of using derivatives is that a Portfolio's adviser or sub-adviser might imperfectly judge the market's direction.

Corporate Debt Securities (Balanced and Intermediate Bond). Corporate debt securities are subject to the risk of the issuer's inability to meet principal and interest payment on the obligation and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the creditworthiness of the issue and general market liquidity. When interest rates decline, the value of the Portfolio's debt securities can be expected to rise, and when interest rates rise, the value of those securities can be expected to decline. Debt securities with longer maturities tend to be more sensitive to interest rate movements than those with shorter maturities.

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

NOTE 13 — FEDERAL INCOME TAXES

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

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

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

	Six Months Ended June 30, 2009		Year Ended December 31, 2008
	Ordinary Income		Ordinary Income		Long-Term Capital Gains
Balanced	$	27,504,098	$	60,981,872	$	50,744,407
Growth and Income		—		39,517,165		—
Opportunistic Large Cap Growth		422,546		795,525		—
Small Company		3,470,816		5,865,236		74,243,480
Opportunistic Large Cap		2,611,957		2,609,792		20,976,051
Intermediate Bond		10,654,341		268,240,664		—
Money Market		3,486,834		124,653,168		—

The tax-basis components of distributable earnings and the expiration dates of the capital loss carryforwards which may be used to offset future realized capital gains for federal income tax purposes as of December 31, 2008 were:

	Undistributed Ordinary Income		Unrealized Appreciation/ (Depreciation)			Post-October Capital Loss Deferred			Capital Loss Carryforwards			Expiration Dates
Balanced	$	27,501,921	$	(144,712,701	)	$	—		$	(574,085	)		2009
										(134,169,975	)		2016
									$	(134,744,060	)*
Growth and Income		—		(307,525,947	)		(121,332,257	)		(1,745,504,149	)		2009
										(63,082,574	)		2010
										(48,933,227	)		2015
										(454,661,688	)		2016
									$	(2,312,181,638	)*

35

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 13 — FEDERAL INCOME TAXES (continued)

	Undistributed Ordinary Income		Unrealized Appreciation/ (Depreciation)			Post-October Capital Loss Deferred			Capital Loss Carryforwards			Expiration Dates
Opportunistic Large Cap Growth	$	421,521	$	(13,379,890	)	$	—		$	(71,685,369	)		2009
										(65,982,870	)		2010
										(1,529,437	)		2011
										(42,028,267	)		2016
									$	(181,225,943	)*
Small Company		3,469,382		(137,432,190	)		—			(52,676,115	)		2016
Opportunistic Large Cap		2,610,842		(19,977,868	)		—			(29,296,914	)		2016
Intermediate Bond		10,648,573		(441,758,355	)		(155,718,209	)		—			—
Money Market		—		(149,401	)		—			(1,860,826	)		2009
										(169	)		2011
										(244,520	)		2012
									$	(2,105,515	)
Science and Technology Opportunities		—		(59,100,007	)		—			(6,713,564	)		2009
										(3,997,473	)		2010
										(3,997,473	)		2011
										(4,991,402	)		2015
										(13,211,790	)		2016
									$	(32,911,702	)*

* Utilization of these capital losses is subject to annual limitations under Section 382 of the Internal Revenue Code. Amounts and years of expiration may be adjusted to reflect future gain/loss activity to comply with the limitation rules.

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

As of June 30, 2009, no provisions for income tax would be required in the Portfolios' financial statements as a result of tax positions taken on federal income tax returns for open tax years. The Portfolios' federal and state income and federal excise tax returns for tax years for which the applicable statutes of limitations have not expired are subject to examination by the Internal Revenue Service and state department of revenue.

NOTE 14 — REORGANIZATIONS

On September 8, 2008, Growth and Income, as listed below ("Acquiring Portfolio"), acquired the assets and certain liabilities of ING Capital Guardian U.S. Equities 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 9 — Capital Shares. Net assets and unrealized 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
Growth and	ING Capital Guardian
Income	U.S. Equities Portfolio	$	353,712	$	2,384,341	$	(48,933	)	$	6,331		0.35

The net assets of Growth and Income after the acquisition were $2,738,052,537.

On April 28, 2008, Science and Technology Opportunities and Intermediate Bond, as listed below ("Acquiring Portfolios"), acquired the assets and certain liabilities of ING Global Technology Portfolio and ING Lord Abbett U.S. Government Securities Portfolio, also listed below ("Acquired Portfolios"), respectively, in a tax-free reorganization in exchange for shares of each Acquiring Portfolio, pursuant to a plan of reorganization approved by each Acquired

36

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 14 — REORGANIZATIONS (continued)

Portfolio's shareholders. The number and value of shares issued by each Acquiring Portfolio are presented in Note 9 — Capital Shares. Net assets and unrealized depreciation as of the reorganization date were as follows:

Acquiring Portfolios	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 Depreciation (000's)			Conversion Ratio
Science and	ING Global
Technology	Technology
Opportunities	Portfolio	$	123,216	$	87,851	$	(4,991	)	$	(128	)		1.30
Intermediate Bond	ING Lord Abbett U.S Government Securities Portfolio		48,016		3,557,999		—			—			0.77

The net assets of Science and Technology Opportunities and Intermediate Bond after the acquisitions were $211,067,879 and $3,606,015,157, respectively.

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

As discussed in earlier supplements that were previously filed with the SEC, 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 connection with investigations related to mutual funds and variable insurance products. In December 2008, ING settled its indemnification commitments by making payments to the affected Portfolios. In connection with the settlement, ING paid $2,198 to Growth and Income, and $22,573 to Opportunistic LargeCap.

NOTE 16 — LITIGATION

On December 12, 2003, Aeltus Investment Management, Inc. (now known as ING Investment Management Co.)( "IIM" ) 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 Inc. 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. As of May 1, 2009, the ING VP Intermediate Bond Portfolio and the ING VP Balanced Portfolio changed their names to ING Intermediate Bond Portfolio and ING Balanced Portfolio, respectively. The Complaint alleges that Enron Corp. ("Enron") transf erred to the defendants, including the Subject Portfolios, over $1 billion in the aggregate for the purpose of prepaying certain commercial paper issued by Enron (the "Notes") and held by the defendants prior to the filing by Enron for bankruptcy protection under Chapter 11 of Title 11 of the Bankruptcy Code (the "Bankruptcy Code").

The Complaint seeks to recover from the defendants including the Subject Portfolios, these transfers under the alternative but interrelated bankruptcy theories of preferential transfer and fraudulent conveyance. Although 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 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.

On April 4, 2006, the Securities and Exchange Commission filed a memorandum in support of the

37

NOTES TO FINANCIAL STATEMENTS AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

NOTE 16 — LITIGATION (continued)

Subject Portfolio's motion for leave with the U.S. District Court. In addition, the U.S. Attorney's office, on behalf of the United States of America and the Department of Treasury as well as the Federal Reserve Board has each filed statements of interest in support of the Appeal.

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 the Subject Portfolios' motion to dismiss. The court found there were questions of fact that still needed to be resolved.

On April 29, 2008, IIM and the Funds joined a plenary motion for summary judgment filed by Goldman Sachs. In addition, a separate brief was filed on behalf of IIM asserting the defenses unique to the investment advisor defendants; that they were merely conduits. On April 7, 2009, the court heard oral arguments on the motions for summary judgment. The SEC intervened in the action and argued in favor of the defendants on the grounds that a decision against ING Funds would have a negative impact on the financial markets.

On June 29, 2009, the court ruled on the motion for summary judgment and held that the pre-payments made were not protected from avoidance by section 546(e) of the Bankruptcy Code and denied the summary judgment to the Funds; however, the court did grant the summary judgment to dismiss IIM. As a result the Funds will be bearing the full cost of the continuing litigation. Management is discussing next steps with bankruptcy counsel and Fund counsel. Currently, the most promising approach appears to be an appeal or a trial in the district court.

NOTE 17 — SUBSEQUENT EVENTS

Dividends. Subsequent to June 30, 2009, the following Portfolios declared dividends of:

	Type	Per Share Amount		Payable Date	Record Date
Opportunistic LargeCap Growth
Class ADV	NII	$	0.0035	August 6, 2009	August 4, 2009
Class I	NII		0.0234	August 6, 2009	August 4, 2009
Class S	NII		0.0126	August 6, 2009	August 4, 2009
Money Market
Class I	NII		0.0002	8/3/09	Daily

NII — Net investment income

The Board approved a proposal to reorganize Opportunistic LargeCap Growth into Opportunistic LargeCap. Shareholder approval was obtained and the reorganization closed on August 7, 2009.

The Portfolios have evaluated events occurring after the balance sheet date (subsequent events) through August 26, 2009, the date the financial statements were available to be issued, to determine whether any subsequent events necessitated adjustment to or disclosure in the financial statements. Other than the above, no such subsequent events were identified.

38

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED)

Shares				Value
COMMON STOCK: 58.5%
			Advertising: 0.4%
	13,127		Harte-Hanks, Inc.	$	121,425
	146,370	@	Interpublic Group of Cos., Inc.		739,169
	2,905	@	inVentiv Health, Inc.		39,305
	36,439		Omnicom Group		1,150,744
					2,050,643
			Aerospace/Defense: 2.4%
	1,864	@	AAR Corp.		29,917
	1,056	@	Aerovironment, Inc.		32,588
	3,294	@	Alliant Techsystems, Inc.		271,294
	1,729	@	BE Aerospace, Inc.		24,828
	4,100		Cubic Corp.		146,739
	1,970		Curtiss-Wright Corp.		58,568
	1,290	@	Esterline Technologies Corp.		34,920
	22,467		General Dynamics Corp.		1,244,447
	18,974		Goodrich Corp.		948,131
	22,700		L-3 Communications Holdings, Inc.		1,574,926
	35,201		Lockheed Martin Corp.		2,838,961
	1,438	@	Moog, Inc.		37,115
	1,058		National Presto Industries, Inc.		80,514
	51,430		Northrop Grumman Corp.		2,349,322
	4,064	@	Orbital Sciences Corp.		61,651
	43,650		Raytheon Co.		1,939,370
	1,700	@	Teledyne Technologies, Inc.		55,675
	1,032		Triumph Group, Inc.		41,280
	49,156		United Technologies Corp.		2,554,146
					14,324,392

Shares				Value
			Agriculture: 1.2%
	11,050	@	Alliance One International, Inc.	$	41,990
	124,121		Altria Group, Inc.		2,034,343
	2,203		Andersons, Inc.		65,958
	39,850		Archer-Daniels-Midland Co.		1,066,785
	61,460		Philip Morris International, Inc.		2,680,885
	30,416		Reynolds American, Inc.		1,174,666
					7,064,627
			Airlines: 0.0%
	12,315		Skywest, Inc.		125,613
					125,613
			Apparel: 0.2%
	9,479	@	Carter's, Inc.		233,278
	6,756	@	CROCS, Inc.		22,970
	1,290	@	Deckers Outdoor Corp.		90,648
	7,202	@	Iconix Brand Group, Inc.		110,767
	346	@	Maidenform Brands, Inc.		3,969
	1,898		Oxford Industries, Inc.		22,112
	4,324		Polo Ralph Lauren Corp.		231,507
	124	@	Skechers USA, Inc.		1,211
	9,284	@	Timberland Co.		123,199
	2,700	@,L	True Religion Apparel, Inc.		60,210
	943	@,L	Under Armour, Inc.		21,104
	1,451	@,L	Volcom, Inc.		18,138
	2,800	@	Warnaco Group, Inc.		90,720
	1,937		Wolverine World Wide, Inc.		42,730
					1,072,563
			Auto Manufacturers: 0.1%
	55,600	@	Ford Motor Co.		337,492
	3,600		Oshkosh Truck Corp.		52,344
	3,860	L	Wabash National Corp.		2,702
					392,538
			Auto Parts & Equipment: 0.1%
	5,800		BorgWarner, Inc.		198,070
	4,609		Spartan Motors, Inc.		52,220
	7,354		Superior Industries International		103,691
					353,981
			Banks: 4.8%
	17,200		Associated Banc-Corp.		215,000
	12,381		Bancorpsouth, Inc.		254,182
	5,557		Bank Mutual Corp.		48,457
	272,303		Bank of America Corp.		3,594,400
	3,561		Bank of Hawaii Corp.		127,591
	33,544		Bank of New York Mellon Corp.		983,175
	4,000		Bank of the Ozarks, Inc.		86,520
	32,770		BB&T Corp.		720,285
	12,900	L	Cascade Bancorp.		18,189
	4,990		Central Pacific Financial Corp.		18,713
	197,600	S,L	Citigroup, Inc.		586,872
	75		Columbia Banking System, Inc.		767
	4,617		Commerce Bancshares, Inc.		146,959
	4,181		Community Bank System, Inc.		60,875
	2,900		Cullen/Frost Bankers, Inc.		133,748
	4,547	@@,L	First Bancorp. Puerto Rico		17,961
	4,842		First Financial Bancorp.		36,412
	4,150	S,L	First Financial Bankshares, Inc.		208,994
	18,221		First Midwest Bancorp., Inc.		133,196
	13,958		FirstMerit Corp.		237,007
	1,141	L	Frontier Financial Corp.		1,381

See Accompanying Notes to Financial Statements
39

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Banks (continued)
	6,850		Fulton Financial Corp.	$	35,689
	6,992		Glacier Bancorp., Inc.		103,272
	23,542		Goldman Sachs Group, Inc.		3,471,032
	4,037		Hancock Holding Co.		131,162
	327		Home Bancshares, Inc.		6,226
	6,079		Independent Bank Corp.		119,756
	14,400	L	International Bancshares Corp.		148,464
	131,357		JPMorgan Chase & Co.		4,480,587
	12,500	L	M&T Bank Corp.		636,625
	26,099		Morgan Stanley		744,082
	21,400		National Penn Bancshares, Inc.		98,654
	1,700		NBT Bancorp., Inc.		36,907
	21,410		Northern Trust Corp.		1,149,289
	10,839		Old National Bancorp.		106,439
	34,263		PNC Financial Services Group, Inc.		1,329,747
	7,100		Prosperity Bancshares, Inc.		211,793
	10,333		S&T Bancorp, Inc.		125,649
	885	@	Signature Bank		24,001
	2,523		Simmons First National Corp.		67,415
	17,836		State Street Corp.		841,859
	7,267		Sterling Bancorp.		60,679
	20,500		Sterling Bancshares, Inc.		129,765
	27,284		Susquehanna Bancshares, Inc.		133,419
	2,257		Tompkins Financial Corp.		108,223
	11,300		Trustco Bank Corp.		66,783
	9,500		Trustmark Corp.		183,540
	167		UCBH Holdings, Inc.		210
	5,660		UMB Financial Corp.		215,137
	1,207		Umpqua Holdings Corp.		9,366
	2,050	L	United Bankshares, Inc.		40,057
	50,178		US Bancorp.		899,190
	177,733		Wells Fargo & Co.		4,311,803
	3,550	L	Westamerica Bancorp.		176,116
	1,768	L	Wilmington Trust Corp.		24,151
	4,700		Wilshire Bancorp., Inc.		27,025
	1,148		Wintrust Financial Corp.		18,460
					27,903,256
			Beverages: 0.5%
	21,881		Coca-Cola Co.		1,050,069
	41,345		Coca-Cola Enterprises, Inc.		688,394
	2,675	@,L	Green Mountain Coffee Roasters, Inc.		158,146
	4,598	@	Hansen Natural Corp.		141,710
	1,100	@	Peet's Coffee & Tea, Inc.		27,720
	4,600		Pepsi Bottling Group, Inc.		155,664
	3,430		PepsiAmericas, Inc.		91,958
	15,510		PepsiCo, Inc.		852,430
					3,166,091
			Biotechnology: 0.6%
	29,045	@	Amgen, Inc.		1,537,642
	4,200	@	Arqule, Inc.		25,788
	18,255	@	Biogen Idec, Inc.		824,213
	1,050	@	Charles River Laboratories International, Inc.		35,438
	10,200	@	Cubist Pharmaceuticals, Inc.		186,966
	2,050	@	Enzo Biochem, Inc.		9,082
	5,417	@	Gilead Sciences, Inc.		253,732
	6,120	@	Martek Biosciences Corp.		129,438
	2,071	@	OSI Pharmaceuticals, Inc.		58,464
	5,896	@	Regeneron Pharmaceuticals, Inc.		105,656
	10,700	@	Vertex Pharmaceuticals, Inc.		381,348
					3,547,767

Shares				Value
			Building Materials: 0.1%
	7,550		Apogee Enterprises, Inc.	$	92,865
	4,550		Eagle Materials, Inc.		114,842
	8,516		Gibraltar Industries, Inc.		58,505
	838		Lennox International, Inc.		26,908
	18,544		Louisiana-Pacific Corp.		63,420
	1,250		Martin Marietta Materials, Inc.		98,600
	6,150	@,L	NCI Building Systems, Inc.		16,236
	170		Simpson Manufacturing Co., Inc.		3,675
	1,430	L	Texas Industries, Inc.		44,845
	3,200		Universal Forest Products, Inc.		105,888
					625,784
			Chemicals: 1.0%
	7,747		Airgas, Inc.		313,986
	1,450		Albemarle Corp.		37,077
	1,363		American Vanguard Corp.		15,402
	2,864		Arch Chemicals, Inc.		70,426
	5,337		Ashland, Inc.		149,703
	5,765		Balchem Corp.		141,358
	14,170		Cabot Corp.		178,259
	3,608		CF Industries Holdings, Inc.		267,497
	54,600		Dow Chemical Co.		881,244
	5,127		FMC Corp.		242,507
	4,340		HB Fuller Co.		81,462
	4,918		Lubrizol Corp.		232,671
	4,626		Minerals Technologies, Inc.		166,629
	7,664		Monsanto Co.		569,742
	1,760		NewMarket Corp.		118,501
	2,200		Olin Corp.		26,158
	4,820	@	OM Group, Inc.		139,876
	17,735	@	PolyOne Corp.		48,062
	25,090		PPG Industries, Inc.		1,101,451
	3,881		Quaker Chemical Corp.		51,578
	8,920		Schulman A, Inc.		134,781
	6,610		Sherwin-Williams Co.		355,288
	740		Stepan Co.		32,678
	10,300		Terra Industries, Inc.		249,466
	7,961		Valspar Corp.		179,361
	1,975		Zep, Inc.		23,799
					5,808,962
			Coal: 0.1%
	9,983		Arch Coal, Inc.		153,439
	4,960	@,L	Patriot Coal Corp.		31,645
	17,900		Peabody Energy Corp.		539,864
					724,948
			Commercial Services: 1.6%
	2,400	L	Aaron Rents, Inc.		71,568
	1,456		ABM Industries, Inc.		26,310
	5,100		Administaff, Inc.		118,677
	7,617	@,L	Alliance Data Systems Corp.		313,744
	1,600	@	American Public Education, Inc.		63,376
	3,900	@	AMN Healthcare Services, Inc.		24,882
	10,981	@	Apollo Group, Inc. - Class A		780,969
	1,912		Arbitron, Inc.		30,382
	19,500		Automatic Data Processing, Inc.		691,080
	2,900	@,L	Bankrate, Inc.		73,196
	3,100	@	Brink's Home Security Holdings, Inc.		87,761
	1,900	@,L	Capella Education Co.		113,905
	8,500	@	Career Education Corp.		211,565
	2,755		CDI Corp.		30,718
	3,650		Chemed Corp.		144,102

See Accompanying Notes to Financial Statements
40

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Commercial Services (continued)			��
	1,114	@	Coinstar, Inc.	$	29,744
	1,467	@	Consolidated Graphics, Inc.		25,555
	15,300	@	Corinthian Colleges, Inc.		259,029
	3,289	@	Corrections Corp. of America		55,880
	1,200	@	Corvel Corp.		27,324
	2,070		Deluxe Corp.		26,517
	5,050	@	Forrester Research, Inc.		123,978
	5,445	@	FTI Consulting, Inc.		276,170
	11,500	@	Gartner, Inc.		175,490
	5,450	@	Geo Group, Inc.		101,261
	10,300		Global Payments, Inc.		385,838
	1,600		Healthcare Services Group		28,608
	9,650		Heartland Payment Systems, Inc.		92,351
	10,000	@	Hewitt Associates, Inc.		297,800
	2,102		Hillenbrand, Inc.		34,977
	1,415	@	HMS Holdings Corp.		57,619
	1,950	@	ITT Educational Services, Inc.		196,287
	6,000		Kelly Services, Inc.		65,700
	6,333	@	Kendle International, Inc.		77,516
	6,450		Lender Processing Services, Inc.		179,117
	6,712	@	Live Nation, Inc.		32,620
	7,350		Manpower, Inc.		311,199
	9,300		Moody's Corp.		245,055
	17,900	@	MPS Group, Inc.		136,756
	4,796	@	Navigant Consulting, Inc.		61,964
	16,050	@	On Assignment, Inc.		62,756
	1,450	@	Parexel International Corp.		20,851
	11,733		Pharmaceutical Product Development, Inc.		272,440
	1,750	@,L	Pre-Paid Legal Services, Inc.		76,283
	11,000	@	Rent-A-Center, Inc.		196,130
	61,623		RR Donnelley & Sons Co.		716,059
	21,250	@	SAIC, Inc.		394,188
	18,300		Service Corp. International		100,284
	2,958	@	Spherion Corp.		12,187
	550	L	Strayer Education, Inc.		119,961
	3,700	@	TeleTech Holdings, Inc.		56,055
	4,400	@	Ticketmaster		28,248
	5,940	@	TrueBlue, Inc.		49,896
	3,000	@	Universal Technical Institute, Inc.		44,790
	5,240		Viad Corp.		90,233
	1,200		Watson Wyatt Worldwide, Inc.		45,036
	60,977		Western Union Co.		1,000,023
	5,756	@	Wright Express Corp.		146,605
					9,518,615
			Computers: 3.8%
	36,022	@	Apple, Inc.		5,130,613
	5,240	@	CACI International, Inc.		223,800
	22,650	@	Ciber, Inc.		70,215
	16,898	@	Computer Sciences Corp.		748,581
	47,499	@	Dell, Inc.		652,161
	9,100		Diebold, Inc.		239,876
	7,302	@	DST Systems, Inc.		269,809
	100,120	@	EMC Corp.		1,311,572
	128,245		Hewlett-Packard Co.		4,956,669
	2,663	@,L	Hutchinson Technology, Inc.		5,193
	10,600		Imation Corp.		80,666
	9,457	@	Insight Enterprises, Inc.		91,355
	61,551		International Business Machines Corp.		6,427,155
	3,900		Jack Henry & Associates, Inc.		80,925
	6,900	@	Manhattan Associates, Inc.		125,718

Shares				Value
	3,300	@	Mercury Computer Systems, Inc.	$	30,525
	11,584	@	Micros Systems, Inc.		293,307
	1,390		MTS Systems Corp.		28,704
	26,031	@	NCR Corp.		307,947
	6,350	@,L	Palm, Inc.		105,220
	9,070	@	Radisys Corp.		81,721
	5,550	@	SYKES Enterprises, Inc.		100,400
	3,750	@,L	Synaptics, Inc.		144,938
	9,388	@	Synopsys, Inc.		183,160
	15,395	@	Teradata Corp.		360,705
					22,050,935
			Cosmetics/Personal Care: 0.7%
	882		Alberto-Culver Co.		22,429
	1,050	@,L	Chattem, Inc.		71,505
	76,835		Procter & Gamble Co.		3,926,269
					4,020,203
			Distribution/Wholesale: 0.2%
	12,960	@	Brightpoint, Inc.		81,259
	3,200	@	Fossil, Inc.		77,056
	20,137	@	Ingram Micro, Inc.		352,398
	10,450	@	LKQ Corp.		171,903
	5,061	@	Scansource, Inc.		124,096
	6,842	@	School Specialty, Inc.		138,277
	8,232	@	Tech Data Corp.		269,269
	2,450	L	Watsco, Inc.		119,879
					1,334,137
			Diversified Financial Services: 1.0%
	940	@	Affiliated Managers Group, Inc.		54,699
	46,000		American Express Co.		1,069,040
	11,800	@,L	AmeriCredit Corp.		159,890
	84,650		Charles Schwab Corp.		1,484,761
	2,524		CME Group, Inc.		785,242
	2,170		Eaton Vance Corp.		58,048
	452		Financial Federal Corp.		9,289
	1,150	L	Greenhill & Co., Inc.		83,042
	4,300	@	IntercontinentalExchange, Inc.		491,232
	4,526	@	Investment Technology Group, Inc.		92,285
	16,150		Jefferies Group, Inc.		344,480
	499	@	LaBranche & Co., Inc.		2,146
	33,050	@	Nasdaq Stock Market, Inc.		704,296
	10,380		National Financial Partners Corp.		75,982
	7,720		OptionsXpress Holdings, Inc.		119,892
	1,380	@,L	Portfolio Recovery Associates, Inc.		53,447
	2,200	@	Stifel Financial Corp.		105,798
	3,230		SWS Group, Inc.		45,123
	852	@	TradeStation Group, Inc.		7,208
	3,498		Waddell & Reed Financial, Inc.		92,242
	5,347	@,L	World Acceptance, Corp.		106,459
					5,944,601
			Electric: 1.9%
	16,340	@	AES Corp.		189,707
	2,550		Alliant Energy Corp.		66,632
	1,600		Avista Corp.		28,496
	1,850		Central Vermont Public Service Corp.		33,485
	4,178		CH Energy Group, Inc.		195,113
	72,320		CMS Energy Corp.		873,626
	12,800		Dominion Resources, Inc.		427,776

See Accompanying Notes to Financial Statements
41

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Electric (continued)
	8,300		DPL, Inc.	$	192,311
	3,697		DTE Energy Co.		118,304
	53,700		Exelon Corp.		2,749,977
	9,900		FirstEnergy Corp.		383,625
	24,116		FPL Group, Inc.		1,371,236
	14,300		Hawaiian Electric Industries		272,558
	6,000		MDU Resources Group, Inc.		113,820
	11,800		NSTAR		378,898
	1,949		NV Energy, Inc.		21,030
	7,000		OGE Energy Corp.		198,240
	4,100		PNM Resources, Inc.		43,911
	27,900		PPL Corp.		919,584
	54,100		Public Service Enterprise Group, Inc.		1,765,283
	4,065		Unisource Energy Corp.		107,885
	25,000		Xcel Energy, Inc.		460,250
					10,911,747
			Electrical Components & Equipment: 0.1%
	5,250		Ametek, Inc.		181,545
	3,933		Belden CDT, Inc.		65,681
	4,700	@	Energizer Holdings, Inc.		245,528
	7,259		Hubbell, Inc.		232,724
					725,478
			Electronics: 0.8%
	1,000		American Science & Engineering, Inc.		69,120
	16,700		Amphenol Corp.		528,388
	12,600	@	Arrow Electronics, Inc.		267,624
	16,086	@	Avnet, Inc.		338,289
	350	@	Axsys Technologies, Inc.		18,774
	883		Badger Meter, Inc.		36,203
	1,503		Bel Fuse, Inc.		24,108
	15,360	@	Benchmark Electronics, Inc.		221,184
	9,600	S	Brady Corp.		241,152
	10,095	@	Checkpoint Systems, Inc.		158,391
	14,041		CTS Corp.		91,969
	127	@	Cymer, Inc.		3,776
	2,400		Daktronics, Inc.		18,480
	2,848	@	Dionex Corp.		173,813
	1,615	@	FEI Co.		36,984
	2,811	S	Gentex Corp.		32,608
	1,023	@	Itron, Inc.		56,337
	847	@	LoJack Corp.		3,549
	9,850		Methode Electronics, Inc.		69,147
	3,627	@,@@	Mettler Toledo International, Inc.		279,823
	8,500	@	Newport Corp.		49,215
	1,408		Park Electrochemical Corp.		30,314
	30,239		PerkinElmer, Inc.		526,159
	3,970	@	Plexus Corp.		81,226
	379	@	Rogers Corp.		7,667
	6,150	@	Thomas & Betts Corp.		177,489
	3,190	@	Trimble Navigation Ltd.		62,620
	8,979	@	TTM Technologies, Inc.		71,473
	5,708	@	Varian, Inc.		225,066
	23,800	@	Vishay Intertechnology, Inc.		161,602
	5,885	@	Waters Corp.		302,901
	5,950		Watts Water Technologies, Inc.		128,163
	7,900		Woodward Governor Co.		156,420
					4,650,034

Shares				Value
			Energy-Alternate Sources: 0.0%
	2,892	@	Headwaters, Inc.	$	9,717
					9,717
			Engineering & Construction: 0.7%
	6,500	@	Aecom Technology Corp.		208,000
	10,655	@	Dycom Industries, Inc.		117,951
	11,810	@	EMCOR Group, Inc.		237,617
	24,640		Fluor Corp.		1,263,786
	4,500		Granite Construction, Inc.		149,760
	2,326	@	Insituform Technologies, Inc.		39,472
	26,300	@	Jacobs Engineering Group, Inc.		1,106,967
	13,573		KBR, Inc.		250,286
	8,408	@	Shaw Group, Inc.		230,463
	1,100	@	Stanley, Inc.		36,168
	6,820	@	URS Corp.		337,726
					3,978,196
			Entertainment: 0.0%
	1,935	@	DreamWorks Animation SKG, Inc.		53,387
	6,056	@	Pinnacle Entertainment, Inc.		56,260
	8,500	@	Shuffle Master, Inc.		56,185
					165,832
			Environmental Control: 0.1%
	5,378	@	Calgon Carbon Corp.		74,700
	704	@	Clean Harbors, Inc.		38,009
	5,445	@	Darling International, Inc.		35,937
	3,280	@	Tetra Tech, Inc.		93,972
	9,583	@	Waste Connections, Inc.		248,296
					490,914
			Food: 1.1%
	1,369	L	Cal-Maine Foods, Inc.		34,170
	1,405		Corn Products International, Inc.		37,640
	11,500	@	Dean Foods Co.		220,685
	3,514		Diamond Foods, Inc.		98,041
	10,800		General Mills, Inc.		605,016
	127	@	Hain Celestial Group, Inc.		1,982
	4,000		J&J Snack Foods Corp.		143,600
	98,724		Kraft Foods, Inc.		2,501,666
	12,638		Kroger Co.		278,668
	2,785		Lancaster Colony Corp.		122,735
	789		Lance, Inc.		18,250
	1,890		Nash Finch Co.		51,143
	4,405	@	Ralcorp Holdings, Inc.		268,353
	4,852		Ruddick Corp.		113,682
	2,000		Sanderson Farms, Inc.		90,000
	79,490		Sara Lee Corp.		775,822
	4,700	@,L	Smithfield Foods, Inc.		65,659
	1,586		Spartan Stores, Inc.		19,682
	9,750		Supervalu, Inc.		126,263
	4,243	@	TreeHouse Foods, Inc.		122,071
	43,600		Tyson Foods, Inc.		549,796
	2,550	@	United Natural Foods, Inc.		66,938
					6,311,862
			Forest Products & Paper: 0.2%
	4,650	@	Buckeye Technologies, Inc.		20,879
	1,100	@	Clearwater Paper Corp.		27,819
	45,316		International Paper Co.		685,631
	20,500		MeadWestvaco Corp.		336,405
	3,900		Schweitzer-Mauduit International, Inc.		106,119
					1,176,853

See Accompanying Notes to Financial Statements
42

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Gas: 0.5%
	10,550		AGL Resources, Inc.	$	335,490
	13,102		Atmos Energy Corp.		328,074
	3,598		Energen Corp.		143,560
	151		Laclede Group, Inc.		5,003
	2,200		National Fuel Gas Co.		79,376
	7,021		New Jersey Resources Corp.		260,058
	950		Northwest Natural Gas Co.		42,104
	4,322		Piedmont Natural Gas Co.		104,203
	17,141		Sempra Energy		850,708
	2,100		South Jersey Industries, Inc.		73,269
	3,100		Southwest Gas Corp.		68,851
	13,997		UGI Corp.		356,784
	3,350		Vectren Corp.		78,491
	3,000		WGL Holdings, Inc.		96,060
					2,822,031
			Hand/Machine Tools: 0.0%
	1,175		Baldor Electric Co.		27,953
	1,053		Kennametal, Inc.		20,197
	2,550		Lincoln Electric Holdings, Inc.		91,902
	1,457		Regal-Beloit Corp.		57,872
					197,924
			Healthcare-Products: 1.5%
	663	@	Abaxism, Inc.		13,618
	12,204	@	Affymetrix, Inc.		72,370
	6,800	@	Align Technology, Inc.		72,080
	12,535	@	American Medical Systems Holdings, Inc.		198,053
	1,480		Beckman Coulter, Inc.		84,567
	6,377		Becton Dickinson & Co.		454,744
	47,600	@	Boston Scientific Corp.		482,664
	2,526		Cooper Cos., Inc.		62,468
	5,970	@	Cyberonics		99,281
	1,318	@	Edwards Lifesciences Corp.		89,664
	4,481	@	Gen-Probe, Inc.		192,593
	1,900	@	Haemonetics Corp.		108,300
	6,950	@	Henry Schein, Inc.		333,253
	8,433	S	Hill-Rom Holdings, Inc.		136,783
	20,598	@	Hologic, Inc.		293,110
	18,400	@	Hospira, Inc.		708,768
	1,038	@	ICU Medical, Inc.		42,714
	567	@	Idexx Laboratories, Inc.		26,195
	5,900		Invacare Corp.		104,135
	55,790		Johnson & Johnson		3,168,872
	5,190	@	Kensey Nash Corp.		136,030
	5,340	@	Kinetic Concepts, Inc.		145,515
	33,412		Medtronic, Inc.		1,165,745
	1,100		Meridian Bioscience, Inc.		24,838
	2,133	@	Merit Medical Systems, Inc.		34,768
	7,130	@	PSS World Medical, Inc.		131,976
	4,741	@	Resmed, Inc.		193,101
	10,750		Steris Corp.		280,360
	400		Techne Corp.		25,524
	2,900	@	Thoratec Corp.		77,662
	890		West Pharmaceutical Services, Inc.		31,017
					8,990,768
			Healthcare-Services: 1.3%
	24,857		Aetna, Inc.		622,668
	709	@	Air Methods Corp.		19,398
	2,430	@,L	Amedisys, Inc.		80,239

Shares				Value
	7,303	@	AMERIGROUP Corp.	$	196,086
	5,950	@	Amsurg Corp.		127,568
	5,800	@	Centene Corp.		115,884
	11,105		Cigna Corp.		267,519
	13,146	@	Community Health Systems, Inc.		331,937
	750	@	Covance, Inc.		36,900
	12,400	@,S	Coventry Health Care, Inc.		232,004
	1,000	@	Genoptix, Inc.		31,990
	4,242	@	Gentiva Health Services, Inc.		69,823
	32,738	@	Health Management Associates, Inc.		161,726
	12,300	@	Health Net, Inc.		191,265
	7,350	@	Healthspring, Inc.		79,821
	5,690	@	Healthways, Inc.		76,531
	8,544	@	Humana, Inc.		275,629
	900	@	IPC The Hospitalist Co., Inc.		24,021
	5,600	@	Kindred Healthcare, Inc.		69,272
	9,482	@	Laboratory Corp. of America Holdings		642,785
	2,450	@	LHC Group, Inc.		54,415
	9,300	@	LifePoint Hospitals, Inc.		244,125
	10,300	@	Lincare Holdings, Inc.		242,256
	6,100	@	Magellan Health Services, Inc.		200,202
	7,080	@	Mednax, Inc.		298,280
	3,687	@,L	Molina Healthcare, Inc.		88,193
	5,887	@	Odyssey HealthCare, Inc.		60,518
	7,700		Quest Diagnostics		434,511
	2,200	@	RehabCare Group, Inc.		52,646
	551	@	Res-Care, Inc.		7,879
	59,003		UnitedHealth Group, Inc.		1,473,895
	5,950		Universal Health Services, Inc.		290,658
	4,500	@	WellCare Health Plans, Inc.		83,205
	13,400	@	WellPoint, Inc.		681,926
					7,865,775
			Home Builders: 0.3%
	37,000		D.R. Horton, Inc.		346,320
	21,100		KB Home		288,648
	25,300		Lennar Corp.		245,157
	4,170		M/I Homes, Inc.		40,824
	5,350		MDC Holdings, Inc.		161,089
	4,550	@	Meritage Homes Corp.		85,813
	550	@	NVR, Inc.		276,315
	4,250		Ryland Group, Inc.		71,230
	16,917	@	Standard-Pacific Corp.		34,342
	6,371		Thor Industries, Inc.		117,035
	14,100	@	Toll Brothers, Inc.		239,277
					1,906,050
			Home Furnishings: 0.0%
	1,124	@	DTS, Inc.		30,427
	9,247		La-Z-Boy, Inc.		43,646
	3,500	@	Universal Electronics, Inc.		70,595
					144,668
			Household Products/Wares: 0.4%
	7,296		Avery Dennison Corp.		187,361
	8,747	@	Central Garden & Pet Co.		86,158
	5,280		Church & Dwight Co., Inc.		286,757
	3,200	@	Helen of Troy Ltd.		53,728
	25,234		Kimberly-Clark Corp.		1,323,019
	4,644		Tupperware Corp.		120,837
					2,057,860

See Accompanying Notes to Financial Statements
43

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Housewares: 0.0%
	4,657	L	Toro Co.	$	139,244
					139,244
			Insurance: 1.7%
	13,546		Aflac, Inc.		421,145
	13,675		American Financial Group, Inc.		295,107
	178		American Physicians Capital, Inc.		6,970
	4,752	@	Amerisafe, Inc.		73,941
	36,762		AON Corp.		1,392,177
	5,404		Arthur J. Gallagher & Co.		115,321
	1,106		Brown & Brown, Inc.		22,043
	54,273		Chubb Corp.		2,164,407
	8,651		Delphi Financial Group		168,089
	1,698		Employers Holdings, Inc.		23,008
	6,629	@@	Everest Re Group Ltd.		474,438
	18,561		Fidelity National Title Group, Inc.		251,130
	10,050		First American Corp.		260,396
	2,969		Hanover Insurance Group, Inc.		113,149
	7,023		HCC Insurance Holdings, Inc.		168,622
	14,700		Horace Mann Educators Corp.		146,559
	3,633		Infinity Property & Casualty Corp.		132,459
	9,000		Loews Corp.		246,600
	13,000		Marsh & McLennan Cos., Inc.		261,690
	2,100	@	Navigators Group, Inc.		93,303
	6,319		Old Republic International Corp.		62,242
	5,400	@	ProAssurance Corp.		249,534
	17,400	@	Progressive Corp.		262,914
	1,300		Protective Life Corp.		14,872
	5,143		Reinsurance Group of America, Inc.		179,542
	144		RLI Corp.		6,451
	1,762		Safety Insurance Group, Inc.		53,847
	4,214		Selective Insurance Group		53,813
	5,400		Stancorp Financial Group, Inc.		154,872
	1,422		Stewart Information Services Corp.		20,264
	10,910		Torchmark Corp.		404,106
	4,310		Tower Group, Inc.		106,802
	22,052		Travelers Cos., Inc.		905,014
	13,047		Unitrin, Inc.		156,825
	39,829		UnumProvident Corp.		631,688
	3,850		WR Berkley Corp.		82,660
	59	L	Zenith National Insurance Corp.		1,283
					10,177,283
			Internet: 1.6%
	14,532	@	Amazon.com, Inc.		1,215,747
	2,054	@	Avocent Corp.		28,674
	4,820	@	Blue Coat Systems, Inc.		79,723
	1,390	@,L	Blue Nile, Inc.		59,756
	1,152	@	comScore, Inc.		15,345
	5,070	@	Cybersource Corp.		77,571
	3,439	@	DealerTrack Holdings, Inc.		58,463
	2,533	@	Digital River, Inc.		91,999
	85,567	@	eBay, Inc.		1,465,763
	2,700	@	Equinix, Inc.		196,398
	6,668	@	eResearch Technology, Inc.		41,408
	5,250	@	F5 Networks, Inc.		181,598
	8,839	@	Google, Inc. - Class A		3,726,434
	8,208	@	j2 Global Communications, Inc.		185,172
	1,553	@	Knot, Inc.		12,238
	2,100	@,L	NetFlix, Inc.		86,814

Shares				Value
	4,040	L	Nutri/System, Inc.	$	58,580
	7,790	@	Perficient, Inc.		54,452
	3,450	@,L	Priceline.com, Inc.		384,848
	6,460	@	Stamps.com, Inc.		54,781
	68,070	@	Symantec Corp.		1,059,169
	17,251		United Online, Inc.		112,304
	12,500	@	Valueclick, Inc.		131,500
	4,842	@	Websense, Inc.		86,381
	2,953	@	Yahoo!, Inc.		46,244
					9,511,362
			Investment Companies: 0.0%
	2,265		Apollo Investment Corp.		13,590
					13,590
			Iron/Steel: 0.3%
	3,800		Allegheny Technologies, Inc.		132,734
	13,133		Cliffs Natural Resources, Inc.		321,365
	7,979		Nucor Corp.		354,507
	8,500		Reliance Steel & Aluminum Co.		326,315
	9,999		Steel Dynamics, Inc.		147,285
	18,230	L	United States Steel Corp.		651,540
					1,933,746
			Leisure Time: 0.0%
	145		Brunswick Corp.		626
	3,550	@	Interval Leisure Group, Inc.		33,086
	2,337	L	Polaris Industries, Inc.		75,064
					108,776
			Lodging: 0.0%
	1,698		Marcus Corp.		17,863
					17,863
			Machinery-Construction & Mining: 0.1%
	3,200		Bucyrus International, Inc.		91,392
	10,049		Joy Global, Inc.		358,950
	5,361	@	Terex Corp.		64,707
					515,049
			Machinery-Diversified: 0.4%
	3,917	@	AGCO Corp.		113,867
	2,079		Albany International Corp.		23,658
	7,500		Applied Industrial Technologies, Inc.		147,750
	2,000		Briggs & Stratton Corp.		26,680
	3,000		Cognex Corp.		42,390
	10,100		Flowserve Corp.		705,081
	8,750	@	Gardner Denver, Inc.		220,238
	1,450		Graco, Inc.		31,929
	9,581		IDEX Corp.		235,405
	5,624	@	Intermec, Inc.		72,550
	643	L	Lindsay Manufacturing Co.		21,283
	1,024		Nordson Corp.		39,588
	2,684		Robbins & Myers, Inc.		51,667
	4,300		Rockwell Automation, Inc.		138,116
	8,698		Roper Industries, Inc.		394,106
	6,042		Wabtec Corp.		194,371
					2,458,679
			Media: 1.0%
	170,432		Comcast Corp. - Class A		2,469,560
	26,850	@,L	DIRECTV Group, Inc.		663,464

See Accompanying Notes to Financial Statements
44

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Media (continued)
	1,100	L	Factset Research Systems, Inc.	$	54,857
	4,200		McGraw-Hill Cos., Inc.		126,462
	4,998	@	Time Warner Cable, Inc.		158,287
	65,916		Time Warner, Inc.		1,660,424
	39,000	@	Viacom - Class B		885,300
					6,018,354
			Metal Fabricate/Hardware: 0.3%
	550		Kaydon Corp.		17,908
	1,100		Lawson Products		15,631
	7,946		Mueller Industries, Inc.		165,277
	14,464		Precision Castparts Corp.		1,056,306
	95	@	RTI International Metals, Inc.		1,679
	6,000		Timken Co.		102,480
	1,200		Valmont Industries, Inc.		86,496
	9,884		Worthington Industries		126,416
					1,572,193
			Mining: 0.0%
	1,950		Amcol International Corp.		42,081
	1,689	@	Brush Engineered Materials, Inc.		28,291
	152	@	Century Aluminum Co.		947
					71,319
			Miscellaneous Manufacturing: 1.9%
	11,700		Actuant Corp.		142,740
	3,860	L	Acuity Brands, Inc.		108,273
	140		AO Smith Corp.		4,560
	765		Aptargroup, Inc.		25,834
	1,653	@	AZZ, Inc.		56,880
	6,067		Brink's Co.		176,125
	7,250		Carlisle Cos., Inc.		174,290
	5,260	@	Ceradyne, Inc.		92,892
	3,183		Clarcor, Inc.		92,912
	17,300		Cooper Industries Ltd.		537,165
	4,479		Crane Co.		99,926
	6,873		Donaldson Co., Inc.		238,081
	58,570		Dover Corp.		1,938,081
	3,100		Eaton Corp.		138,291
	6,000	@,S	EnPro Industries, Inc.		108,060
	3,155	@	ESCO Technologies, Inc.		141,344
	11,405		Federal Signal Corp.		87,248
	360,562		General Electric Co.		4,225,787
	5,536	@	Griffon Corp.		46,060
	8,284		Harsco Corp.		234,437
	17,000		Honeywell International, Inc.		533,800
	36,423		ITT Corp.		1,620,824
	3,150		John Bean Technologies Corp.		39,438
	2,342		Myers Industries, Inc.		19,485
	3,147		Pentair, Inc.		80,626
	2,098		SPX Corp.		102,739
	1,403		Standex International Corp.		16,275
	2,347	L	Sturm Ruger & Co., Inc.		29,197
	2,300		Teleflex, Inc.		103,109
	5,000		Tredegar Corp.		66,600
					11,281,079
			Office Furnishings: 0.1%
	10,202		Herman Miller, Inc.		156,499
	2,250		HNI, Corp.		40,635
	6,469		Interface, Inc.		40,108
					237,242

Shares				Value
			Office/Business Equipment: 0.3%
	64,400		Pitney Bowes, Inc.	$	1,412,292
	70,704		Xerox Corp.		458,162
					1,870,454
			Oil & Gas: 4.7%
	13,029		Anadarko Petroleum Corp.		591,386
	11,588		Apache Corp.		836,074
	8,562	@	Atwood Oceanics, Inc.		213,279
	4,900	@	Bill Barrett Corp.		134,554
	56,076		Chevron Corp.		3,715,035
	3,500		Cimarex Energy Co.		99,190
	3,935	@	Comstock Resources, Inc.		130,052
	14,527		ConocoPhillips		611,006
	9,700	L	Diamond Offshore Drilling		805,585
	8,600	@	Encore Acquisition Co.		265,310
	161,832		ExxonMobil Corp.		11,313,675
	4,850	@	Forest Oil Corp.		72,362
	18,612		Frontier Oil Corp.		244,003
	9,050		Helmerich & Payne, Inc.		279,374
	9,883		Hess Corp.		531,211
	4,655		Holly Corp.		83,697
	9,475		Marathon Oil Corp.		285,482
	25,124		Murphy Oil Corp.		1,364,736
	9,460	@	Newfield Exploration Co.		309,058
	33,414		Occidental Petroleum Corp.		2,198,975
	18,300		Patterson-UTI Energy, Inc.		235,338
	1,850		Penn Virginia Corp.		30,285
	758	@	Petroleum Development Corp.		11,893
	82	@	Petroquest Energy, Inc.		303
	1,995	@	Pioneer Drilling Co.		9,556
	5,746	@	Plains Exploration & Production Co.		157,211
	5,850	@	Pride International, Inc.		146,601
	11,550	@,L	Quicksilver Resources, Inc.		107,300
	14,960	@	Southwestern Energy Co.		581,196
	3,072		St. Mary Land & Exploration Co.		64,113
	9,298	@	Stone Energy Corp.		68,991
	48	@	Swift Energy Co.		799
	28,379	L	Tesoro Corp.		361,265
	37,100		XTO Energy, Inc.		1,414,994
					27,273,889
			Oil & Gas Services: 1.3%
	3,842	@	Basic Energy Services, Inc.		26,241
	43,072		BJ Services Co.		587,071
	65,920	@	Cameron International Corp.		1,865,536
	1,621	L	CARBO Ceramics, Inc.		55,438
	2,600	@	Dril-Quip, Inc.		99,060
	7,800	@	Exterran Holdings, Inc.		125,112
	1,980		Gulf Island Fabrication, Inc.		31,343
	4,467	@	Helix Energy Solutions Group, Inc.		48,556
	4,377	@	Hornbeck Offshore Services, Inc.		93,624
	2,489	@,L	ION Geophysical Corp.		6,397
	1,100		Lufkin Industries, Inc.		46,255
	5,700	@	Matrix Service Co.		65,436
	1,397	@	NATCO Group, Inc.		45,989
	60,619	@	National Oilwell Varco, Inc.		1,979,817
	2,921	@	Oceaneering International, Inc.		132,029
	5,825	@	Oil States International, Inc.		141,023
	33,768		Schlumberger Ltd.		1,827,186
	3,079	@	SEACOR Holdings, Inc.		231,664

See Accompanying Notes to Financial Statements
45

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Oil & Gas Services (continued)
	3,600	@	Superior Energy Services	$	62,172
	6,104	@	Tetra Technologies, Inc.		48,588
					7,518,537
			Packaging & Containers: 0.5%
	7,539		Ball Corp.		340,461
	31,524		Bemis Co.		794,405
	6,500		Packaging Corp. of America		105,300
	35,300	@	Pactiv Corp.		766,010
	6,030		Rock-Tenn Co.		230,105
	28,244		Sealed Air Corp.		521,102
	10,611		Sonoco Products Co.		254,133
	3,290		Temple-Inland, Inc.		43,165
					3,054,681
			Pharmaceuticals: 3.6%
	54,396		Abbott Laboratories		2,558,788
	29,738		AmerisourceBergen Corp.		527,552
	70,272		Bristol-Myers Squibb Co.		1,427,224
	3,950	@	Catalyst Health Solutions, Inc.		98,513
	72,596		Eli Lilly & Co.		2,514,725
	15,650	@	Endo Pharmaceuticals Holdings, Inc.		280,448
	14,960	@	Express Scripts, Inc.		1,028,500
	30,814	@	Forest Laboratories, Inc.		773,740
	27,600	@	King Pharmaceuticals, Inc.		265,788
	4,829	S	McKesson Corp.		212,476
	27,028	@	Medco Health Solutions, Inc.		1,232,747
	1,513		Medicis Pharmaceutical Corp.		24,692
	16,706		Merck & Co., Inc.		467,100
	10,450		Omnicare, Inc.		269,192
	3,650	@	Par Pharmaceutical Cos., Inc.		55,298
	3,450		Perrigo Co.		95,841
	325,370		Pfizer, Inc.		4,880,550
	6,300	@	PharMerica Corp.		123,669
	2,180	@	Salix Pharmaceuticals Ltd.		21,517
	53,860		Schering-Plough Corp.		1,352,963
	12,100	@	Sepracor, Inc.		209,572
	11,050	@,L	Valeant Pharmaceuticals International		284,206
	11,020	@	Viropharma, Inc.		65,349
	13,950	@	Watson Pharmaceuticals, Inc.		469,976
	46,259		Wyeth		2,099,696
					21,340,122
			Pipelines: 0.1%
	5,516		Oneok, Inc.		162,667
	16,400		Williams Cos., Inc.		256,004
					418,671
			Real Estate: 0.0%
	2,850	@,L	Forestar Real Estate Group, Inc.		33,858
					33,858
			Retail: 4.3%
	3,200	@	99 Cents Only Stores		43,456
	8,550		Advance Auto Parts, Inc.		354,740
	7,400	@	Aeropostale, Inc.		253,598
	3,200		American Eagle Outfitters		45,344
	26,800	@,L	Autonation, Inc.		464,980
	7,700	L	Barnes & Noble, Inc.		158,851
	1,474		Big 5 Sporting Goods Corp.		16,302
	4,800	@	BJ's Wholesale Club, Inc.		154,704

Shares				Value
	2,146		Bob Evans Farms, Inc.	$	61,676
	11,113	S	Brinker International, Inc.		189,254
	4,360		Buckle, Inc.		138,517
	1,800	@,L	Buffalo Wild Wings, Inc.		58,536
	6,450	@	Cabela's, Inc.		79,335
	6,200	@	California Pizza Kitchen, Inc.		82,398
	8,293	@,L	Carmax, Inc.		121,907
	3,500		Casey's General Stores, Inc.		89,915
	6,200		Cash America International, Inc.		145,018
	9,600		Cato Corp.		167,424
	3,000	@	CEC Entertainment, Inc.		88,440
	5,578	@	Charlotte Russe Holding, Inc.		71,845
	10,657	@	Cheesecake Factory		184,366
	15,600	@	Chico's FAS, Inc.		151,788
	4,791	@	Childrens Place Retail Stores, Inc.		126,626
	2,250	@,L	Chipotle Mexican Grill, Inc.		180,000
	344		Christopher & Banks Corp.		2,308
	11,600	@	Coldwater Creek, Inc.		70,296
	4,247	@	Collective Brands, Inc.		61,879
	1,992	@	Copart, Inc.		69,063
	2,389		Cracker Barrel Old Country Store		66,653
	53,490		CVS Caremark Corp.		1,704,726
	6,200	@	Dick's Sporting Goods, Inc.		106,640
	1,551	L	DineEquity, Inc.		48,376
	8,550	@	Dollar Tree, Inc.		359,955
	9,700	@,L	Dress Barn, Inc.		138,710
	18,810		Family Dollar Stores, Inc.		532,323
	6,050		Finish Line		44,891
	6,230	@	First Cash Financial Services, Inc.		109,150
	13,950		Foot Locker, Inc.		146,057
	10,105		Fred's, Inc.		127,323
	48,598		Gap, Inc.		797,007
	885	@	Genesco, Inc.		16,611
	2,300		Group 1 Automotive, Inc.		59,846
	3,653		Guess ?, Inc.		94,174
	5,050	@	Gymboree Corp.		179,174
	2,300		Haverty Furniture Cos., Inc.		21,045
	3,150	@,L	Hibbett Sporting Goods, Inc.		56,700
	84,764		Home Depot, Inc.		2,002,973
	6,300	@	HOT Topic, Inc.		46,053
	4,300	@	HSN, Inc.		45,451
	2,100	@	Jack in the Box, Inc.		47,145
	14,800		JC Penney Co., Inc.		424,908
	3,750	@	Jo-Ann Stores, Inc.		77,513
	2,568	@,L	JoS. A Bank Clothiers, Inc.		88,493
	19,400	@	Kohl's Corp.		829,350
	651	L	Landry's Restaurants, Inc.		5,599
	47,400	S	Limited Brands, Inc.		567,378
	46,700		Lowe's Cos., Inc.		906,447
	6,700	@	MarineMax, Inc.		23,048
	34,460		McDonald's Corp.		1,981,105
	4,352		Men's Wearhouse, Inc.		83,471
	5,818		MSC Industrial Direct Co.		206,423
	408		OfficeMax, Inc.		2,562
	3,200	@	Panera Bread Co.		159,552
	4,251	@	PetMed Express, Inc.		63,893
	14,760		Petsmart, Inc.		316,750
	4,010	@,L	PF Chang's China Bistro, Inc.		128,561
	5,419		Phillips-Van Heusen		155,471
	252	@,L	Red Robin Gourmet Burgers, Inc.		4,725
	9,332		Regis Corp.		162,470
	13,650		Ross Stores, Inc.		526,890
	3,608	@	Ruby Tuesday, Inc.		24,029
	8,100	@,L	Sears Holding Corp.		538,812

See Accompanying Notes to Financial Statements
46

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Retail (continued)
	9,992		Stage Stores, Inc.	$	110,911
	23,695		Staples, Inc.		477,928
	9,900	@	Starbucks Corp.		137,511
	6,929	@	Steak N Shake Co.		60,559
	6,812	@	Stein Mart, Inc.		60,354
	38,504		Target Corp.		1,519,753
	2,770	@	Texas Roadhouse, Inc.		30,221
	8,127		TJX Cos., Inc.		255,675
	5,900	@	Tractor Supply Co.		243,788
	1,025	@	Tuesday Morning Corp.		3,454
	1,953	@	Urban Outfitters, Inc.		40,759
	20,863		Walgreen Co.		613,372
	75,733		Wal-Mart Stores, Inc.		3,668,507
	10,200		Williams-Sonoma, Inc.		121,074
	4,360		World Fuel Services Corp.		179,763
	1,055	@,L	Zale Corp.		3,629
	462	@	Zumiez, Inc.		3,701
					25,191,958
			Savings & Loans: 0.5%
	384		Brookline Bancorp., Inc.		3,579
	52		Dime Community Bancshares		474
	14,120		First Niagara Financial Group, Inc.		161,250
	139,631		Hudson City Bancorp., Inc.		1,855,696
	36,550		New York Community Bancorp., Inc.		390,720
	20,100		NewAlliance Bancshares, Inc.		231,150
					2,642,869
			Semiconductors: 1.2%
	6,100	@	Broadcom Corp.		151,219
	133	@	Cabot Microelectronics Corp.		3,763
	3,300	@,L	Cree, Inc.		96,987
	21,797	@	Cypress Semiconductor Corp.		200,532
	2,570	@	Diodes, Inc.		40,195
	4,601	@	DSP Group, Inc.		31,103
	1,400	@	Hittite Microwave Corp.		48,650
	17,400	@	Integrated Device Technology, Inc.		105,096
	84,530		Intel Corp.		1,398,972
	6,223		Intersil Corp.		78,223
	6,200	@	Kopin Corp.		22,754
	1,576	@	Kulicke & Soffa Industries, Inc.		5,406
	4,200	@	Lam Research Corp.		109,200
	11,321	@	Microsemi Corp.		156,230
	6,950	@	MKS Instruments, Inc.		91,671
	3,600	@	Rudolph Technologies, Inc.		19,872
	9,174	@	Semtech Corp.		145,958
	2,500	@,S	Silicon Laboratories, Inc.		94,850
	18,100	@	Skyworks Solutions, Inc.		177,018
	900	@,L	Supertex, Inc.		22,599
	125,600		Texas Instruments, Inc.		2,675,280
	6,503	@	Triquint Semiconductor, Inc.		34,531
	3,600	@	Ultratech, Inc.		44,316
	7,435	@	Varian Semiconductor Equipment Associates, Inc.		178,366
	7,335	@	Veeco Instruments, Inc.		85,013
	34,708		Xilinx, Inc.		710,126
					6,727,930
			Software: 2.7%
	11,294		Acxiom Corp.		99,726
	1,049	@,L	Advent Software, Inc.		34,397

Shares				Value
	5,350	@	Ansys, Inc.	$	166,706
	1,410	@	Avid Technology, Inc.		18,908
	3,947		Blackbaud, Inc.		61,376
	16,300		Broadridge Financial Solutions ADR		270,254
	63,166		CA, Inc.		1,100,983
	2,850	@,L	Cerner Corp.		177,527
	4,685	@	Commvault Systems, Inc.		77,677
	59,300	@	Compuware Corp.		406,798
	3,903	@	Concur Technologies, Inc.		121,305
	7,147	@	CSG Systems International		94,626
	884	@	Digi International, Inc.		8,619
	709	@	Ebix, Inc.		22,206
	9,236	@	Eclipsys Corp.		164,216
	14,950	@	Epicor Software Corp.		79,235
	12,950		Fair Isaac Corp.		200,207
	39,996		Fidelity National Information Services, Inc.		798,320
	12,640	@	Fiserv, Inc.		577,648
	9,780	@	Informatica Corp.		168,118
	9,800	@	Intuit, Inc.		275,968
	4,400	@	JDA Software Group, Inc.		65,824
	7,000	@	Metavante Technologies, inc.		181,020
	250,332		Microsoft Corp.		5,950,353
	168,294	@	Oracle Corp.		3,604,857
	14,250	@	Parametric Technology Corp.		166,583
	6,780	@	Phase Forward, Inc.		102,446
	4,600	@	Progress Software Corp.		97,382
	852		Quality Systems, Inc.		48,530
	3,760	@	Smith Micro Software, Inc.		36,923
	2,700	@	SPSS, Inc.		90,099
	10,643	@	Sybase, Inc.		333,552
	4,900	@	SYNNEX Corp.		122,451
	8,870	@	Take-Two Interactive Software, Inc.		83,999
	3,200	@	Taleo Corp.		58,464
	2,381	@	Tyler Technologies, Inc.		37,191
	4,900	@	Wind River Systems, Inc.		56,154
					15,960,648
			Storage/Warehousing: 0.0%
	309	@	Mobile Mini, Inc.		4,533
					4,533
			Telecommunications: 3.3%
	44,050	@	3Com Corp.		207,476
	7,541	@	ADC Telecommunications, Inc.		60,026
	1,194		Adtran, Inc.		25,635
	1,960	@	Anixter International, Inc.		73,676
	2,100		Applied Signal Technology, Inc.		53,571
	15,618	@	Arris Group, Inc.		189,915
	193,957		AT&T, Inc.		4,817,892
	3,421		Black Box Corp.		114,501
	2,700	@	Cbeyond, Inc.		38,745
	16,400	@,S	Cincinnati Bell, Inc.		46,576
	272,461	@	Cisco Systems, Inc.		5,078,673
	11,563	@	CommScope, Inc.		303,644
	5,170	@	Comtech Telecommunications		164,820
	18,912		Corning, Inc.		303,727
	4,980		Embarq Corp.		209,459
	7,340		Fairpoint Communications, Inc.		4,404
	3,000	@	General Communication, Inc.		20,790
	15,000	@	Harmonic, Inc.		88,350
	9,487		Harris Corp.		269,051

See Accompanying Notes to Financial Statements
47

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Telecommunications (continued)
	3,000		Iowa Telecommunications Services, Inc.	$	37,530
	4,350	@	Netgear, Inc.		62,684
	9,600	@	NeuStar, Inc.		212,736
	2,400	@	Neutral Tandem, Inc.		70,848
	6,098	@	Novatel Wireless, Inc.		55,004
	11,016		Plantronics, Inc.		208,313
	4,400	@	Polycom, Inc.		89,188
	61,066		Qualcomm, Inc.		2,760,183
	32,600	L	Qwest Communications International, Inc.		135,290
	116,595	@	Sprint Nextel Corp.		560,822
	6,903	@	Symmetricom, Inc.		39,830
	5,611	@	Syniverse Holdings, Inc.		89,944
	4,200	@	Tekelec		70,686
	6,025		Telephone & Data Systems, Inc.		170,508
	93,725		Verizon Communications, Inc.		2,880,169
					19,514,666
			Textiles: 0.1%
	6,700		Cintas Corp.		153,028
	6,430		G&K Services, Inc.		135,995
	882	@	Mohawk Industries, Inc.		31,470
	1,866		Unifirst Corp.		69,359
					389,852
			Toys/Games/Hobbies: 0.0%
	348	@	Jakks Pacific, Inc.		4,465
	5,400	@	Marvel Entertainment, Inc.		192,186
					196,651
			Transportation: 0.8%
	1,153	@	Bristow Group, Inc.		34,163
	2,800		CH Robinson Worldwide, Inc.		146,020
	949		Con-way, Inc.		33,509
	34,200		CSX Corp.		1,184,346
	8,975		Heartland Express, Inc.		132,112
	6,271	@	HUB Group, Inc.		129,433
	2,607		JB Hunt Transport Services, Inc.		79,592
	1,512	@	Kansas City Southern		24,358
	4,091	@	Kirby Corp.		130,053
	1,600		Knight Transportation, Inc.		26,480
	4,222		Landstar System, Inc.		151,612
	3,000	@	Old Dominion Freight Line		100,710
	6,974		Tidewater, Inc.		298,975
	17,117		Union Pacific Corp.		891,111
	30,200		United Parcel Service, Inc. - Class B		1,509,698
					4,872,172
			Trucking & Leasing: 0.0%
	800		GATX Corp.		20,576
					20,576
			Water: 0.0%
	7,900		Aqua America, Inc.		141,410
					141,410
Total Common Stock (Cost $342,073,483)					343,664,621

Shares				Value
REAL ESTATE INVESTMENT TRUSTS: 1.4%
			Apartments: 0.3%
	4,300		BRE Properties, Inc.	$	102,168
	7,125		Camden Property Trust		196,650
	28,366		Equity Residential		630,576
	2,160		Home Properties, Inc.		73,656
	3,600		Mid-America Apartment Communities, Inc.		132,156
	1,800		Post Properties, Inc.		24,192
	25,000		UDR, Inc.		258,250
					1,417,648
			Diversified: 0.1%
	7,855		Colonial Properties Trust		58,127
	13,235		Cousins Properties, Inc.		112,498
	9,402		Duke Realty Corp.		82,456
	4,340		Entertainment Properties Trust		89,404
	14,292		Lexington Realty Trust		48,593
	13,450		Liberty Property Trust		309,888
	1,626		PS Business Parks, Inc.		78,763
					779,729
			Forest Products & Paper: 0.1%
	9,550		Rayonier, Inc.		347,143
					347,143
			Health Care: 0.1%
	9,100		Medical Properties Trust, Inc.		55,237
	12,900		Nationwide Health Properties, Inc.		332,046
	9,020		Senior Housing Properties Trust		147,206
					534,489
			Hotels: 0.1%
	20,711	@	DiamondRock Hospitality Co.		129,651
	17,800	@	Hospitality Properties Trust		211,642
	9,789		LaSalle Hotel Properties		120,796
					462,089
			Office Property: 0.2%
	674		Alexandria Real Estate Equities, Inc.		24,122
	13,010		BioMed Realty Trust, Inc.		133,092
	5,300		Corporate Office Properties Trust SBI MD		155,449
	2,500		Franklin Street Properties Corp.		33,125
	6,736		Highwoods Properties, Inc.		150,684
	3,099		Kilroy Realty Corp.		63,653
	12,200		Mack-Cali Realty Corp.		278,160
	4,830		Parkway Properties, Inc.		62,790
	9,350		SL Green Realty Corp.		214,489
					1,115,564
			Regional Malls: 0.3%
	4,576	L	Macerich Co.		80,583
	8,650	L	Pennsylvania Real Estate Investment Trust		43,250
	34,282	L	Simon Property Group, Inc.		1,763,123
					1,886,956
			Shopping Centers: 0.1%
	1,004		Acadia Realty Trust		13,102
	7,950	@	Cedar Shopping Centers, Inc.		35,934
	1,200		Federal Realty Investment Trust		61,824

See Accompanying Notes to Financial Statements
48

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Shopping Centers (continued)
	1,500		Inland Real Estate Corp.	$	10,500
	18,100		Kite Realty Group Trust		52,852
	1,500		Regency Centers Corp.		52,365
	1,950		Tanger Factory Outlet Centers, Inc.		63,239
	9,100		Weingarten Realty Investors		132,041
					421,857
			Single Tenant: 0.0%
	4,750		National Retail Properties, Inc.		82,413
	1,650		Realty Income Corp.		36,168
					118,581
			Storage: 0.1%
	2,915	@	Extra Space Storage, Inc.		24,340
	9,150		Public Storage, Inc.		599,142
	3,196		Sovran Self Storage, Inc.		78,622
					702,104
			Warehouse/Industrial: 0.0%
	2,600		AMB Property Corp.		48,906
	1,250		EastGroup Properties, Inc.		41,275
					90,181
Total Real Estate Investment Trusts (Cost $8,389,242)					7,876,341
PREFERRED STOCK: 0.1%
			Diversified Financial Services: 0.1%
	857	#,P	Zurich RegCaPS Funding Trust		519,288
Total Preferred Stock (Cost $814,150)					519,288
Principal Amount				Value
CORPORATE BONDS/NOTES: 11.2%
			Agriculture: 0.2%
$	699,000		Altria Group, Inc., 9.700%, due 11/10/18	$	802,636
	215,000		Philip Morris International, Inc., 6.875%, due 03/17/14		242,835
					1,045,471
			Banks: 2.8%
	541,000		American Express Bank FSB, 5.500%, due 04/16/13		531,367
	676,000	C	Bank of America Corp., 8.000%, due 12/29/49		565,388
	140,000	@@,C	Bank of Ireland, 0.875%, due 12/29/49		39,018
	1,438,000	@@,#	Barclays Bank PLC, 6.050%, due 12/04/17		1,248,955
	200,000	@@,C	BNP Paribas, 1.928%, due 09/29/49		84,000
	171,000		Capital One Financial Corp., 7.375%, due 05/23/14		176,511
	1,065,000		Citigroup, Inc., 5.000%, due 09/15/14		893,787
	721,000		Citigroup, Inc., 5.250%, due 02/27/12		704,483

Principal Amount				Value
$	82,000		Citigroup, Inc., 8.500%, due 05/22/19	$	83,552
	241,000	#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		117,439
	1,114,000		Fifth Third Bancorp., 8.250%, due 03/01/38		854,691
	864,000		First Tennessee Bank NA, 5.650%, due 04/01/16		648,270
	318,000		Goldman Sachs Group, Inc., 5.250%, due 04/01/13		325,484
	372,000		Goldman Sachs Group, Inc., 5.450%, due 11/01/12		384,935
	427,000		Goldman Sachs Group, Inc., 5.500%, due 11/15/14		428,468
	638,000		Goldman Sachs Group, Inc., 6.000%, due 05/01/14		666,549
	600,000	@@,C	HSBC Bank PLC, 1.288%, due 06/29/49		285,000
	387,000		JPMorgan Chase & Co., 4.650%, due 06/01/14		386,398
	344,000		JPMorgan Chase Bank NA, 5.875%, due 06/13/16		332,006
	803,000		Morgan Stanley, 2.250%, due 03/13/12		810,599
	396,000		Morgan Stanley, 4.750%, due 04/01/14		374,447
	167,000	C	Morgan Stanley, 5.300%, due 03/01/13		169,288
	84,000	C	Morgan Stanley, 6.750%, due 04/15/11		88,033
	511,000	C	Morgan Stanley, 7.300%, due 05/13/19		530,811
	1,015,000	C	National City Preferred Capital Trust I, 12.000%, due 12/29/49		1,063,968
	960,000	@@,#,C	Rabobank, 11.000%, due 12/29/49		1,070,706
	50,000	@@,C	Societe Generale, 1.375%, due 11/29/49		21,906
	1,239,000	L	State Street Corp., 2.150%, due 04/30/12		1,245,454
	506,000		SunTrust Bank/Atlanta GA, 5.450%, due 12/01/17		445,148
	622,000		Wachovia Bank NA, 6.000%, due 11/15/17		627,885
	796,000	S	Wachovia Bank NA, 6.600%, due 01/15/38		778,404
	365,000		Wachovia Corp., 5.500%, due 05/01/13		377,369
					16,360,319
			Beverages: 0.3%
	596,000	#,C	Anheuser-Busch InBev Worldwide, Inc., 5.375%, due 11/15/14		602,009
	547,000	#,C	Anheuser-Busch InBev Worldwide, Inc., 7.750%, due 01/15/19		599,251
	396,000	C	Dr Pepper Snapple Group, Inc., 6.820%, due 05/01/18		419,472
					1,620,732

See Accompanying Notes to Financial Statements
49

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Chemicals: 0.2%
$	287,000	#,C	Chevron Phillips Chemical Co. LLC, 7.000%, due 06/15/14	$	293,740
	267,000	#,C	Chevron Phillips Chemical Co. LLC, 8.250%, due 06/15/19		279,011
	432,000	C	Dow Chemical Co., 7.600%, due 05/15/14		445,409
					1,018,160
			Computers: 0.1%
	521,000	C	Hewlett-Packard Co., 4.750%, due 06/02/14		544,487
					544,487
			Diversified Financial Services: 1.5%
	940,000	@@,#,C	Aiful Corp., 4.450%, due 02/16/10		686,287
	341,000		American Express Credit Corp., 7.300%, due 08/20/13		354,854
	307,000		Capital One Bank USA NA, 6.500%, due 06/13/13		303,721
	684,000		Capital One Bank USA NA, 8.800%, due 07/15/19		699,949
	241,000	#,C	Corestates Capital Trust I, 8.000%, due 12/15/26		158,132
	545,000		FIA Card Services NA, 6.625%, due 06/15/12		566,532
	428,000	C	Fund American Cos., Inc., 5.875%, due 05/15/13		403,511
	1,238,000		General Electric Capital Corp., 2.200%, due 06/08/12		1,245,220
	730,000		General Electric Capital Corp., 5.875%, due 01/14/38		579,456
	1,203,000		General Electric Capital Corp., 6.875%, due 01/10/39		1,086,030
	1,131,000	@@,#	Mantis Reef Ltd., 4.799%, due 11/03/09		1,120,573
	240,000		Merrill Lynch & Co., Inc., 4.250%, due 02/08/10		240,986
	468,000		Merrill Lynch & Co., Inc., 6.050%, due 08/15/12		469,565
	336,000	C	National Rural Utilities Cooperative Finance Corp., 10.375%, due 11/01/18		421,953
	62,855	#	Power Receivable Finance, LLC, 6.290%, due 01/01/12		61,999
	4,534,049	#,Z	Toll Road Investors Partnership II LP, 5.000%, due 02/15/45		413,832
	530,000	#,±,C	Twin Reefs Pass-through Trust, 1.386%, due 12/10/49		1,723
					8,814,323
			Electric: 1.3%
	284,000	C	Ameren Corp., 8.875%, due 05/15/14		293,414
	1,298,000	C	Commonwealth Edison Co., 6.950%, due 07/15/18		1,315,648
	391,000	C	DTE Energy Co., 7.050%, due 06/01/11		409,358
	210,000	C	Duke Energy Corp., 6.300%, due 02/01/14		226,950

Principal Amount				Value
$	242,000	C	Entergy Texas, Inc., 7.125%, due 02/01/19	$	252,724
	222,000	C	Indiana Michigan Power, 7.000%, due 03/15/19		239,023
	153,000	C	Jersey Central Power and Light, 7.350%, due 02/01/19		168,496
	359,856	#,C	Juniper Generation, LLC, 6.790%, due 12/31/14		326,823
	451,000	C	Metropolitan Edison, 7.700%, due 01/15/19		494,142
	47,000	C	Nevada Power Co., 7.125%, due 03/15/19		50,317
	1,214,000	C	NorthWestern Corp., 5.875%, due 11/01/14		1,236,151
	419,000	C	Oncor Electric Delivery Co., 6.800%, due 09/01/18		448,514
	568,000	C	Oncor Electric Delivery Co., 7.500%, due 09/01/38		642,752
	243,000	C	Progress Energy, Inc., 6.050%, due 03/15/14		255,782
	191,000	C	Progress Energy, Inc., 7.050%, due 03/15/19		212,293
	473,000	C	Sierra Pacific Power Co., 6.250%, due 04/15/12		491,239
	460,000	C	Southwestern Electric Power, 5.550%, due 01/15/17		447,711
					7,511,337
			Energy-Alternate Sources: 0.0%
	600,000	I,±,X	Greater Ohio Ethanol, LLC, 6.301%, due 12/31/13		—
	700,000	I,±,X	Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		—
	92,655	I,X	PEA Lima, LLC, 0.000%, due 03/20/14		9
					9
			Entertainment: 0.0%
	203,000		International Game Technology, 7.500%, due 06/15/19		205,179
					205,179
			Food: 0.2%
	631,000		Kraft Foods, Inc., 6.125%, due 02/01/18		653,490
	138,000		Kraft Foods, Inc., 6.500%, due 08/11/17		145,574
	205,000	C	Safeway, Inc., 6.250%, due 03/15/14		220,219
					1,019,283
			Forest Products & Paper: 0.0%
	111,000	C	International Paper Co., 7.400%, due 06/15/14		110,608
					110,608
			Gas: 0.1%
	596,000	C	Sempra Energy, 6.500%, due 06/01/16		622,993
					622,993

See Accompanying Notes to Financial Statements
50

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Healthcare-Services: 0.0%
$	255,000	C	HCA, Inc., 9.250%, due 11/15/16	$	251,813
					251,813
			Insurance: 0.8%
	1,355,000	@@,C	Aegon NV, 3.610%, due 12/31/49		531,838
	785,000		American International Group, Inc., 5.850%, due 01/16/18		415,886
	331,000	C	Hartford Financial Services Group, Inc., 5.250%, due 10/15/11		320,076
	416,000	C	Hartford Financial Services Group, Inc., 6.000%, due 01/15/19		319,266
	683,000	C	Metlife, Inc., 7.717%, due 02/15/19		731,811
	462,000	#,C	Pacific Life Insurance Co., 9.250%, due 06/15/39		449,490
	266,000	C	Principal Financial Group, Inc., 7.875%, due 05/15/14		280,511
	194,000		Prudential Financial, Inc., 5.700%, due 12/14/36		145,978
	387,000		Prudential Financial, Inc., 6.000%, due 12/01/17		364,659
	623,000		Prudential Financial, Inc., 6.625%, due 12/01/37		541,349
	251,000		Prudential Financial, Inc., 7.375%, due 06/15/19		246,867
	244,000	@@,C	XL Capital, Ltd., 6.500%, due 12/31/49		119,708
					4,467,439
			Iron/Steel: 0.1%
	398,000	@@	ArcelorMittal, 9.850%, due 06/01/19		430,215
					430,215
			Media: 1.2%
	156,000	C	Comcast Corp., 5.300%, due 01/15/14		161,489
	145,000	C	Comcast Corp., 5.900%, due 03/15/16		150,198
	714,000	C	Comcast Corp., 6.300%, due 11/15/17		756,906
	1,006,000	#,C	COX Communications, Inc., 6.250%, due 06/01/18		996,136
	276,000	#,C	COX Communications, Inc., 6.950%, due 06/01/38		266,495
	80,000	#,C	Cox Communications, Inc., 8.375%, due 03/01/39		89,461
	255,000	C	Echostar DBS Corp., 7.125%, due 02/01/16		239,063
	395,000	C	News America, Inc., 6.650%, due 11/15/37		356,370
	855,000	#,C	News America, Inc., 6.900%, due 03/01/19		892,497
	1,541,000	C	Time Warner Cable, Inc., 6.200%, due 07/01/13		1,625,095
	377,000	C	Time Warner Cable, Inc., 6.750%, due 06/15/39		368,088

Principal Amount				Value
$	1,013,000	C	Time Warner, Inc., 5.500%, due 11/15/11	$	1,046,680
	75,000	C	Time Warner, Inc., 7.700%, due 05/01/32		73,895
					7,022,373
			Miscellaneous Manufacturing: 0.2%
	521,000		General Electric Co., 5.250%, due 12/06/17		512,505
	615,000	@@,C	Tyco International Finance, 8.500%, due 01/15/19		683,033
					1,195,538
			Oil & Gas: 0.2%
	257,000	C	Chesapeake Energy Corp., 7.250%, due 12/15/18		224,875
	221,000	C	Hess Corp., 8.125%, due 02/15/19		252,029
	388,000	C	Marathon Oil Corp., 6.500%, due 02/15/14		415,205
	191,000	C	Marathon Oil Corp., 7.500%, due 02/15/19		208,829
					1,100,938
			Oil & Gas Services: 0.0%
	231,000	@@,C	Weatherford International, Ltd., 9.625%, due 03/01/19		272,194
					272,194
			Pharmaceuticals: 0.1%
	244,000	C	Express Scripts, Inc., 6.250%, due 06/15/14		258,452
	61,000	C	Express Scripts, Inc., 7.250%, due 06/15/19		67,388
	216,000	@@,C	Novartis Securities Investment Ltd., 5.125%, due 02/10/19		221,404
					547,244
			Pipelines: 0.4%
	417,000	C	Enbridge Energy Partners, 9.875%, due 03/01/19		484,219
	360,000	C	Energy Transfer Partners, 9.700%, due 03/15/19		413,967
	90,000	C	Kinder Morgan Energy Partners L.P., 6.850%, due 02/15/20		92,424
	345,000	C	Northwest Pipeline Corp., 7.000%, due 06/15/16		364,416
	147,000	@@,C	Trans-Canada Pipelines, 7.125%, due 01/15/19		166,202
	163,000	@@,C	Trans-Canada Pipelines, 7.625%, due 01/15/39		190,850
	460,000	C	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		472,743
					2,184,821
			Real Estate: 0.0%
	298,000	C,L	Simon Property Group, Inc., 6.750%, due 05/15/14		299,738
					299,738

See Accompanying Notes to Financial Statements
51

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Retail: 0.1%
$	214,000	C	CVS Caremark Corp., 6.600%, due 03/15/19	$	229,072
	453,598	#,C	CVS Lease Pass-through, 6.036%, due 12/10/28		388,604
					617,676
			Software: 0.1%
	421,000		Oracle Corp., 5.000%, due 07/08/19		419,430
	280,000		Oracle Corp., 6.125%, due 07/08/39		278,135
					697,565
			Telecommunications: 1.0%
	1,252,000	C	AT&T, Inc., 6.550%, due 02/15/39		1,253,844
	471,000		Bellsouth Telecommunications, Inc., 7.000%, due 12/01/95		412,761
	136,000	@@,C	British Telecommunications PLC, 5.150%, due 01/15/13		135,639
	227,000	@@,C	British Telecommunications PLC, 5.950%, due 01/15/18		204,913
	155,000	@@,C	Deutsche Telekom International Finance, 5.250%, due 07/22/13		159,350
	44,000	C	Embarq Corp., 6.738%, due 06/01/13		44,453
	594,000	C	Embarq Corp., 7.995%, due 06/01/36		523,670
	255,000	C	Sprint Nextel Corp., 6.000%, due 12/01/16		209,738
	349,000	@@,C	Telecom Italia Capital SA, 7.175%, due 06/18/19		354,404
	154,000	@@,C	Telefonica Emisones SAU, 5.877%, due 07/15/19		159,073
	430,000	@@,C	Telefonica Emisones SAU, 6.421%, due 06/20/16		460,407
	491,000	C	Verizon Communications, Inc., 7.350%, due 04/01/39		536,718
	447,000	C	Verizon Communications, Inc., 8.950%, due 03/01/39		566,189
	1,000,000	#,C	Verizon Wireless Capital LLC, 5.550%, due 02/01/14		1,062,699
					6,083,858
			Transportation: 0.3%
	453,000	C	CSX Corp., 6.250%, due 04/01/15		468,895
	517,000	C	CSX Corp., 7.450%, due 04/01/38		561,532
	206,000	C	Union Pacific Corp., 5.125%, due 02/15/14		213,149
	572,000	C	Union Pacific Corp., 5.700%, due 08/15/18		574,178
					1,817,754
Total Corporate Bonds/Notes (Cost $68,039,943)					65,862,067

Principal Amount					Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 13.7%
				Federal Home Loan Mortgage Corporation##: 3.6%
$	279,923		S	4.969%, due 04/01/35	$	290,592
	2,842,000		W	5.000%, due 08/15/33		2,878,858
	7,102,634		S	5.000%, due 08/15/16-04/15/32		7,418,012
	2,918,000		W	5.500%, due 07/15/34		3,012,380
	1,969,502		S	5.500%, due 12/15/20-02/15/34		2,037,004
	5,156,673		S	6.000%, due 01/15/29		5,499,246
	225,272		S	6.500%, due 11/01/28-12/01/31		242,129
						21,378,221
				Federal National Mortgage Association##: 7.4%
	104,137		S	0.454%, due 04/25/35		95,403
	35,355		S	0.664%, due 08/25/33		34,750
	866,000			4.000%, due 02/25/39		839,749
	4,043,000		W	4.500%, due 07/25/18-07/15/35		4,067,657
	579,922		S	5.000%, due 02/25/29-07/01/36		594,756
	6,463,000			5.000%, due 07/01/37		6,610,437
	6,187,000		W	5.500%, due 07/15/34		6,387,112
	1,876,000		S	5.500%, due 05/25/30		1,961,498
	4,329,000		W	6.000%, due 07/01/37		4,524,480
	6,741,470		S	6.000%, due 06/01/16-01/01/38		7,184,318
	8,654,000		W	6.500%, due 08/01/39		9,180,007
	1,147,103		S	7.000%, due 06/01/29-07/01/32		1,259,593
	182,339		S	7.500%, due 11/01/29-11/01/30		199,103
	497,860		S	7.500%, due 01/25/48		537,183
						43,476,046
				Government National Mortgage Association: 2.7%
	16,384		S	4.125%, due 12/20/29		16,636
	6,778,000		W	4.500%, due 07/01/39		6,767,413
	747,552	��	S	4.500%, due 04/15/39		747,990
	1,730,000		W	5.000%, due 08/01/33		1,756,761
	63,653		S	5.375%, due 04/20/28		65,665
	275,366		S	5.500%, due 09/15/38		284,896
	678,243			5.500%, due 03/20/39		699,917
	532,000		S	6.000%, due 10/15/38		554,922
	2,540,000			6.000%, due 07/15/33		2,645,966
	98,993		S	6.500%, due 10/15/31		106,838
	964,155		S	7.000%, due 09/15/24-11/15/24		1,048,147
	861,235		S	7.500%, due 12/15/23		940,787
						15,635,938
Total U.S. Government Agency Obligations (Cost $79,105,232)						80,490,205
U.S. TREASURY OBLIGATIONS: 9.2%
				U.S. Treasury Bonds: 1.0%
	6,464,000		S	3.500%, due 02/15/39		5,591,379
						5,591,379
				U.S. Treasury Notes: 8.2%
	5,420,000		S	0.875%, due 05/31/11		5,402,239
	1,530,000			1.125%, due 06/30/11		1,530,478
	6,810,000		L	1.875%, due 06/15/12		6,861,640
	16,583,000		L	2.250%, due 05/31/14		16,365,315
	497,000		S	2.625%, due 04/30/16		480,692
	14,540,000			2.625%, due 06/30/14		14,590,061
	3,018,000		L	3.125%, due 05/15/19		2,919,924
						48,150,349
Total U.S. Treasury Obligations (Cost $53,419,842)						53,741,728

See Accompanying Notes to Financial Statements
52

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
ASSET-BACKED SECURITIES: 0.9%
			Automobile Asset-Backed Securities: 0.1%
$	376,000	S	Honda Auto Receivables Owner Trust, 4.880%, due 09/18/14	$	393,214
	241,000	S	Nissan Auto Receivables Owner Trust, 2.940%, due 07/15/11		242,698
	113,000	S	Nissan Auto Receivables Owner Trust, 4.460%, due 04/16/12		116,200
					752,112
			Home Equity Asset-Backed Securities: 0.4%
	1,733,878	S	GSAA Trust, 5.242%, due 06/25/34		1,599,628
	428,000	#,S	Irwin Home Equity, 5.960%, due 08/25/37		95,580
	153,045	S	Merrill Lynch Mortgage Investors Trust, 0.674%, due 07/25/34		81,838
	168	S	Renaissance Home Equity Loan Trust, 4.456%, due 05/25/35		163
	387,857	S	Residential Funding Mortgage Securities II, Inc., 5.890%, due 05/25/37		327,005
					2,104,214
			Other Asset-Backed Securities: 0.4%
	107,455	S	Amortizing Residential Collateral Trust, 0.564%, due 05/25/32		57,774
	69,434	S	Chase Funding Mortgage Loan Asset-Backed Certificates, 0.914%, due 07/25/33		54,303
	826	S	Chase Funding Mortgage Loan Asset-Backed Certificates, 4.045%, due 05/25/33		774
	104,000	S	Countrywide Asset-Backed Certificates, 5.689%, due 10/25/46		45,310
	733,647	S	Credit-Based Asset Servicing and Securitization, LLC, 4.831%, due 08/25/35		613,495
	851,801	S	Credit-Based Asset Servicing and Securitization, LLC, 5.501%, due 12/25/36		584,213
	459,000	#,S	Credit-Based Asset Servicing and Securitization, LLC, 5.746%, due 12/25/37		333,253
	241,000	#,S	Credit-Based Asset Servicing and Securitization, LLC, 6.020%, due 12/25/37		142,675
	524,516	S	Equity One, Inc., 5.050%, due 09/25/33		369,435
	927,000	S	Hudson Mezzanine Funding, 1.314%, due 06/12/42		—

Principal Amount				Value
$	281,922	S	Merrill Lynch Mortgage Investors Trust, 5.609%, due 03/25/37	$	130,917
	1,528	S	Popular Mortgage Pass-through Trust, 4.000%, due 12/25/34		1,482
	20,045	S	Residential Asset Mortgage Products, Inc., 0.934%, due 06/25/33		12,141
	329,414	S	Structured Asset Securities Corp., 4.910%, due 06/25/33		278,029
					2,623,801
Total Asset-Backed Securities (Cost $8,075,568)					5,480,127
COLLATERALIZED MORTGAGE OBLIGATIONS: 4.0%
	752,170	C,S	American Home Mortgage Assets, 2.260%, due 11/25/46		251,404
	1,342,710	C,S	American Home Mortgage Investment Trust, 0.694%, due 11/25/45		315,256
	1,420,396	C,S	Banc of America Funding Corp., 5.258%, due 09/20/35		775,773
	887,287	C,S	Banc of America Mortgage Securities, Inc., 5.145%, due 09/25/35		709,169
	678,826	C,S	Banc of America Mortgage Securities, Inc., 5.500%, due 11/25/33		609,736
	191,706	C,S	Bear Stearns Alternative-A Trust, 0.634%, due 07/25/34		96,248
	418,619	C,S	Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31		417,854
	954,809	C,S	Chase Mortgage Finance Corp., 5.500%, due 11/25/35		881,977
	539,489	C,S	Citicorp Mortgage Securities, Inc., 5.500%, due 02/25/22		430,161
	790,000	C,S	Citigroup Commercial Mortgage Trust, 5.888%, due 12/10/49		626,795
	618,956	C,S	Countrywide Alternative Loan Trust, 1.398%, due 11/25/46		108,232
	304,423	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 0.634%, due 04/25/35		45,008
	539,633	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.250%, due 10/25/35		366,732
	429,548	C,S	Credit Suisse First Boston Mortgage Securities Corp., 3.727%, due 03/15/35		417,494
	1,116,581	C,S	Credit Suisse Mortgage Capital Certificates, 7.000%, due 08/25/36		543,473
	505,560	C,S	First Horizon Mortgage Pass-through Trust, 5.394%, due 10/25/35		429,113
	543,405	C,S	First Horizon Mortgage Pass-through Trust, 5.500%, due 12/25/35		479,732

See Accompanying Notes to Financial Statements
53

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	1,442,752	C,S	First Union National Bank Commercial Mortgage, 6.663%, due 01/12/43	$	1,486,410
	142,756	C,S	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		146,632
	1,378,570	C,S	GMAC Mortgage Corp. Loan Trust, 5.261%, due 03/18/35		1,208,745
	152,243	C,S	GMAC Mortgage Corp. Loan Trust, 5.466%, due 11/19/35		114,013
	683,130	#,C,S	GSMPS Mortgage Loan Trust, 0.714%, due 04/25/36		592,280
	765,246	S	GSMPS Mortgage Loan Trust, 0.872%, due 01/25/35		496,868
	378,783	C,S	GSR Mortgage Loan Trust, 5.500%, due 07/25/35		359,568
	198,248	C,S	Harborview Mortgage Loan Trust, 0.663%, due 01/19/35		87,208
	270,932	C,S	Homebanc Mortgage Trust, 1.174%, due 08/25/29		138,989
	200,380	C,S	JPMorgan Alternative Loan Trust, 5.506%, due 01/25/36		131,350
	246,517	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.262%, due 08/12/40		245,606
	1,180,000	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 5.399%, due 05/15/45		937,952
	81,940	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 6.023%, due 04/15/45		83,198
	690,000	C,S	LB-UBS Commercial Mortgage Trust, 6.080%, due 06/15/38		579,552
	837,922	C,S	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		858,121
	569,490	C,S	Luminent Mortgage Trust, 0.514%, due 10/25/46		234,847
	21,468	C,S	MASTR Alternative Loans Trust, 6.500%, due 05/25/33		18,582
	201,506	C,S	MASTR Alternative Loans Trust, 8.500%, due 05/25/33		189,471
	100,072	C,S	MLCC Mortgage Investors, Inc., 0.634%, due 01/25/29		78,870
	108,418	C,S	MortgageIT Trust, 0.684%, due 11/25/35		18,493
	788,000	C,S	New York Mortgage Trust, Inc., 5.658%, due 05/25/36		511,163
	325,521	C,S	Prime Mortgage Trust, 0.814%, due 02/25/35		185,780
	82,941	C,S	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36		81,704
	379,621	C,S	Residential Accredit Loans, Inc., 0.554%, due 04/25/46		65,874
	110,669	C,S	Sequoia Mortgage Trust, 0.585%, due 01/20/35		61,644

Principal Amount				Value
$	3,151	C,S	Structured Adjustable Rate Mortgage Loan Trust, 0.624%, due 07/25/35	$	1,386
	181,568	C,S	Structured Asset Mortgage Investments, Inc., 0.553%, due 04/19/35		91,651
	960,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.083%, due 03/15/42		828,221
	1,130,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.308%, due 11/15/48		866,080
	304,637	C,S	Washington Mutual Mortgage Pass-through Certificates, 0.624%, due 01/25/45		142,051
	111,705	C,S	Washington Mutual Mortgage Pass-through Certificates, 0.634%, due 08/25/45		60,760
	49,652	C,S	Washington Mutual Mortgage Pass-through Certificates, 0.733%, due 06/25/44		26,650
	1,748,267	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.080%, due 01/25/47		615,970
	912,712	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.260%, due 09/25/46		174,748
	61,133	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.310%, due 05/25/46		10,416
	254,779	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.310%, due 06/25/46		90,640
	1,354,079	C,S	Washington Mutual Mortgage Pass-through Certificates, 6.000%, due 06/25/34		1,214,358
	1,245,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.775%, due 07/25/34		1,129,852
	565,567	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.878%, due 08/25/34		510,752
	2,006,583	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.388%, due 08/25/35		1,524,009
Total Collateralized Mortgage Obligations (Cost $31,870,651)					23,704,621
OTHER BONDS: 0.7%
			Foreign Government Bonds: 0.7%
BRL	8,953,000		Brazil Notas do Tesouro Nacional Series F, 10.000%, due 01/01/17		3,989,100
Total Other Bonds (Cost $3,820,190)					3,989,100
Total Long-Term Investments (Cost $595,608,301)					585,328,098

See Accompanying Notes to Financial Statements
54

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
SHORT-TERM INVESTMENTS: 11.3%
			Money Market: 3.0%
$	17,914,000	S	ING Institutional Prime Money Market Fund - Class I	$	17,914,000
Total Money Market (Cost $17,914,000)					17,914,000

		Securities Lending Collateralcc: 8.3%
	49,131,766	Bank of New York Mellon Corp. Institutional Cash Reserves	48,806,335
Total Securities Lending Collateral (Cost $49,131,766)			48,806,335
Total Short-Term Investments (Cost $67,045,766)			66,720,335

Total Investments in Securities (Cost $662,654,067)*	111.0	%	$	652,048,433
Other Assets and Liabilities - Net	(11.0	)		(64,751,110	)
Net Assets	100.0	%	$	587,297,323

@  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.

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

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

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

I  Illiquid security

L  Loaned security, a portion or all of the security is on loan at June 30, 2009.

±  Defaulted security

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

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

BRL  Brazilian Real

*  Cost for federal income tax purposes is $693,295,726.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	31,483,032
Gross Unrealized Depreciation		(72,730,325	)
Net Unrealized Depreciation	$	(41,247,293	)
Fair Value Measurements*

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Common Stock**	$	343,664,621		$	—		$	—
Real Estate Investment Trusts		7,876,341			—			—
Preferred Stock		—			519,288			—
Corporate Bonds/Notes		—			65,778,058			84,009
U.S. Government Agency Obligations		—			80,490,205			—
U.S. Treasury Obligations		—			53,741,728			—
Asset-Backed Securities		—			5,480,127			—
Collateralized Mortgage Obligations		—			23,704,621			—
Foreign Government Bonds		—			—			3,989,100
Short-Term Investments		17,914,000			48,806,335			—
Total	$	375,046,341		$	272,928,983		$	4,073,109
Other Financial Instruments***		(213,703	)		(329,335	)		—
Total	$	(213,703	)	$	(329,335	)	$	—

The following is a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) for the period ended June 30, 2009:

	Beginning Balance 12/31/08		Net Purchases/ (Sales)		Accrued Discounts/ (Premiums)			Total Realized Gain/(Loss)			Total Unrealized Appreciation/ (Depreciation)			Net Transfers In/(Out) of Level 3			Ending Balance at 06/30/09
Corporate Bonds/Notes	$	—	$	—	$	5,226		$	—		$	(5,217	)	$	84,000		$	84,009
Foreign Government Bonds		2,290,460		2,990,736		(129,189	)		(752,279	)		582,997			(993,625	)		3,989,100
Total	$	2,290,460	$	2,990,736	$	(123,963	)	$	(752,279	)	$	577,780		$	(909,625	)	$	4,073,109

For the period ended June 30, 2009, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $(345,582). Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

See Accompanying Notes to Financial Statements
55

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

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

*  See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

**  For further breakdown of Common Stock by industry type, please refer to the Portfolio of Investments.

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

ING Balanced Portfolio Open Futures Contracts on June 30, 2009:

Contract Description	Number of Contracts		Expiration Date	Unrealized Appreciation/ (Depreciation)
Long Contracts
Russell 2000 Mini Index		22	09/18/09	$	6,355
S&P 500		20	09/17/09		(62,192	)
S&P Mid 400 E-Mini		23	09/18/09		(16,434	)
U.S. Treasury 2-Year Note		26	09/30/09		(8,596	)
				$	(80,867	)
Short Contracts
U.S. Treasury 10-Year Note		9	09/21/09	$	(3,468	)
U.S. Treasury Long Bond		47	09/21/09		(129,368	)
				$	(132,836	)

ING Balanced Portfolio Credit Default Swap Agreements Outstanding on June 30, 2009:

Credit Default Swaps on Corporate and Sovereign Issues — Buy Protection⁽¹⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)			Termination Date	Notional Amount(2)		Market Value(3)			Upfront Premium Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services Inc.	Domtar Inc. 7.875%, 10/15/11	Buy		(2.650	)	09/20/11	USD	543,500	$	43,945		$	—	$	43,945
Goldman Sachs International	Dow Chemical Co. 7.375%, 11/01/29	Buy		(1.280	)	12/20/13	USD	681,000		32,819			—		32,819
Barclays Bank PLC	GAP Inc. 8.800%, 12/15/08*	Buy		(1.200	)	06/20/13	USD	344,000		(10,905	)		—		(10,905	)
Citibank N.A., New York	MBIA Inc. 6.625%, 10/01/28	Buy		(5.000	)	09/20/13	USD	140,000		38,905			39,978		(1,073	)
Citibank N.A., New York	MBIA Inc. 6.625%, 10/01/28	Buy		(5.000	)	09/20/13	USD	284,000		78,921			77,833		1,088
JPMorgan Chase Bank, N.A. New York	MBIA Inc. 6.625%, 10/01/28	Buy		(5.000	)	09/20/13	USD	959,000		266,497			143,031		123,466
							$	2,951,500	$	450,182		$	260,842	$	189,340

Credit Default Swaps on Corporate and Sovereign Issues — Sell Protection⁽⁴⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread at 12/31/08(5)		Notional Amount(2)		Market Value(3)			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
UBS AG	Domtar Inc. 7.875%, 10/15/11	Sell		2.600	09/20/11		6.71	USD	542,000	$	(44,364	)	$	—		$	(44,364	)
Citibank N.A., New York	MBIA Global Funding LLC, FRN, 10/06/10	Sell		5.000	09/20/13		43.87	USD	139,000		(89,324	)		(44,165	)		(45,159	)
Citibank N.A., New York	MBIA Global Funding LLC, FRN, 10/06/10	Sell		5.000	09/20/13		43.87	USD	284,000		(182,503	)		(98,437	)		(84,066	)
Goldman Sachs International	MBIA Global Funding LLC, FRN, 10/06/10	Sell		5.000	09/20/13		43.87	USD	241,000		(154,870	)		(75,603	)		(79,267	)

See Accompanying Notes to Financial Statements
56

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date		Implied Credit Spread at 12/31/08(5)		Notional Amount(2)		Market Value(3)			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
JPMorgan Chase Bank, N.A. New York	MBIA Global Funding LLC, FRN, 10/06/10	Sell		5.000		09/20/13		43.87	USD	480,000	$	(308,456	)	$	(75,567	)	$	(232,889	)
									$	1,686,000	$	(779,517	)	$	(293,772	)	$	(485,745	)

*  In the event of a default, if this bond is no longer available an equivalent bond will be delivered.

(1)  If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that particular swap agreement, a Fund will either 1.) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or 2.) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2)  The maximum amount of future payments (undiscounted) that a Fund as seller of protection could be required to make or receive as a buyer of credit protection under a credit default swap agreement would be an amount equal to the notional amount of the agreement.

(3)  The market values for credit default swap agreements serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. Increasing market values, in absolute terms, when compared to the notional amount of the agreement, represent a deterioration of the referenced obligation's credit soundness and a greater likelihood or risk of default or other credit event occurring.

(4)  If the Fund is a seller of protection, and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will generally either 1.) Pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations, or underlying securities comprising a referenced index or 2.) Pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index.

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

A summary of derivative instruments by primary risk exposure is outlined in the following tables.

The fair value of derivative instruments as of June 30, 2009 was as follows:

Derivatives not accounted for as hedging instruments under SFAS No. 133	Location on Statement of Assets and Liabilities	Fair Value
Asset Derivatives
Credit contracts	Unrealized appreciation on swap agreements, net of upfront payments made	$	462,160
Total Asset Derivatives		$	462,160
Liability Derivatives
Credit contracts	Unrealized depreciation on swap agreements, net of upfront payments received	$	791,495
Total Liability Derivatives		$	791,495

The effect of derivative instruments on the Portfolio's Statement of Operations for the six months ended June 30, 2009 was as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income

Derivatives not accounted for as hedging instruments under SFAS No. 133	Forward Foreign Currency Contracts			Futures		Swaps		Total
Equity contracts	$	—		$	880,973	$	—	$	880,973
Foreign exchange contracts		(397,488	)		—		—		(397,488	)
Interest rate contracts		—			490,268		70,204		560,472
Credit contracts		—			—		2,774,379		2,774,379
Total	$	(397,488	)	$	1,371,241	$	2,844,583	$	3,818,336

See Accompanying Notes to Financial Statements
57

PORTFOLIO OF INVESTMENTS
ING BALANCED PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income

Derivatives not accounted for as hedging instruments under SFAS No. 133	Forward Foreign Currency Contracts		Futures			Swaps			Total
Equity contracts	$	—	$	(236,536	)	$	—		$	(236,536	)
Foreign exchange contracts		163,392		—			—			163,392
Interest rate contracts		—		483,937			(164,419	)		319,518
Credit contracts		—		—			(3,758,968	)		(3,758,968	)
Total	$	163,392	$	247,401		$	(3,923,387	)	$	(3,512,594	)

See Accompanying Notes to Financial Statements
58

PORTFOLIO OF INVESTMENTS
ING GROWTH AND INCOME PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED)

Shares				Value
COMMON STOCK: 98.5%
			Advertising: 0.0%
	812	@	Interpublic Group of Cos., Inc.	$	4,101
					4,101
			Aerospace/Defense: 0.6%
	325,103	@	TransDigm Group, Inc.		11,768,729
					11,768,729
			Agriculture: 0.6%
	757,838		Altria Group, Inc.		12,420,965
					12,420,965
			Apparel: 1.1%
	840,237		Coach, Inc.		22,585,571
					22,585,571
			Auto Manufacturers: 1.9%
	366,317	@	Navistar International Corp.		15,971,421
	696,300		Paccar, Inc.		22,636,713
					38,608,134
			Auto Parts & Equipment: 1.1%
	805,300	@@	Autoliv, Inc.		23,168,481
					23,168,481
			Banks: 9.9%
	872,900		Bank of America Corp.		11,522,280
	188,200		Comerica, Inc.		3,980,430
	304,400		Goldman Sachs Group, Inc.		44,880,736
	1,655,160		JPMorgan Chase & Co.		56,457,507
	1,001,200		Morgan Stanley		28,544,212

Shares				Value
	273,700		PNC Financial Services Group, Inc.	$	10,622,297
	1,891,300		Wells Fargo & Co.		45,882,938
					201,890,400
			Beverages: 3.2%
	756,600		Coca-Cola Co.		36,309,234
	506,450		PepsiCo, Inc.		27,834,492
					64,143,726
			Biotechnology: 1.6%
	695,400	@	Gilead Sciences, Inc.		32,572,536
					32,572,536
			Computers: 4.9%
	399,005	@	Apple, Inc.		56,830,283
	1,116,800		Hewlett-Packard Co.		43,164,320
	2,600	I,X	Seagate Technology, Inc. - Escrow		—
					99,994,603
			Cosmetics/Personal Care: 4.2%
	1,654,292		Procter & Gamble Co.		84,534,322
					84,534,322
			Distribution/Wholesale: 0.5%
	188,609		Watsco, Inc.		9,228,638
					9,228,638
			Diversified Financial Services: 0.7%
	167,531	@@	Deutsche Boerse AG		13,038,099
					13,038,099
			Electric: 4.2%
	347,000		Entergy Corp.		26,899,440
	638,900		Exelon Corp.		32,718,069
	653,800		Pacific Gas & Electric Co.		25,132,072
					84,749,581
			Electronics: 2.8%
	785,900		Amphenol Corp.		24,865,876
	787,900	@	Thermo Electron Corp.		32,122,683
					56,988,559
			Entertainment: 0.7%
	1,069,600		Regal Entertainment Group		14,214,984
					14,214,984
			Food: 2.6%
	459,800		JM Smucker Co.		22,373,868
	645,300		Kellogg Co.		30,051,621
					52,425,489
			Healthcare-Products: 3.8%
	585,510	@@	Covidien PLC		21,921,494
	508,060		Johnson & Johnson		28,857,808
	636,000	@	St. Jude Medical, Inc.		26,139,600
					76,918,902
			Healthcare-Services: 0.8%
	637,200		Aetna, Inc.		15,961,860
					15,961,860

See Accompanying Notes to Financial Statements
59

PORTFOLIO OF INVESTMENTS
ING GROWTH AND INCOME PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Insurance: 2.9%
	1,253,100		Principal Financial Group, Inc.	$	23,608,404
	464,585		Reinsurance Group of America, Inc.		16,218,662
	772,400	@@	Willis Group Holdings Ltd.		19,873,852
					59,700,918
			Internet: 2.3%
	111,874	@	Google, Inc. - Class A		47,164,959
					47,164,959
			Iron/Steel: 0.9%
	529,000	L	United States Steel Corp.		18,906,460
					18,906,460
			Machinery-Diversified: 2.4%
	334,500	@	AGCO Corp.		9,723,915
	578,500		Cummins, Inc.		20,368,985
	430,300		Roper Industries, Inc.		19,496,893
					49,589,793
			Media: 2.0%
	3,006,300		CBS Corp. - Class B		20,803,596
	750,458	@	Liberty Media Corp. - Entertainment		20,074,752
					40,878,348
			Mining: 2.0%
	974,600		Alcoa, Inc.		10,067,618
	381,900	@@,L	BHP Billiton Ltd. ADR		20,901,387
	205,100		Freeport-McMoRan Copper & Gold, Inc.		10,277,561
					41,246,566
			Miscellaneous Manufacturing: 3.2%
	1,453,781		General Electric Co.		17,038,313
	901,600		Honeywell International, Inc.		28,310,240
	540,600		Illinois Tool Works, Inc.		20,186,004
					65,534,557
			Oil & Gas: 11.8%
	264,500		Apache Corp.		19,083,675
	298,200	@@	EnCana Corp.		14,751,954
	1,535,315		ExxonMobil Corp.		107,333,872
	933,800		Marathon Oil Corp.		28,135,394
	852,041	@@	Nexen, Inc.		18,446,687
	388,300	@@	Royal Dutch Shell PLC ADR - Class A		19,488,777
	292,500	@	Transocean, Ltd.		21,729,825
	264,200		XTO Energy, Inc.		10,076,588
					239,046,772
			Oil & Gas Services: 1.8%
	1,196,300		BJ Services Co.		16,305,569
	368,300		Schlumberger Ltd.		19,928,713
					36,234,282
			Packaging & Containers: 0.8%
	338,300		Silgan Holdings, Inc.		16,586,849
					16,586,849
			Pharmaceuticals: 5.4%
	751,950		Abbott Laboratories		35,371,727
	540,200		McKesson Corp.		23,768,800

Shares					Value
	2,044,100			Pfizer, Inc.	$	30,661,500
	422,150	@@		Teva Pharmaceutical Industries Ltd. ADR		20,828,881
						110,630,908
				Retail: 4.0%
	705,400	L		Abercrombie & Fitch Co.		17,910,106
	383,900			Home Depot, Inc.		9,071,557
	1,419,542			Macy's, Inc.		16,693,814
	1,174,700			Staples, Inc.		23,693,699
	297,500			Wal-Mart Stores, Inc.		14,410,900
						81,780,076
				Semiconductors: 3.5%
	888,100			Applied Materials, Inc.		9,742,457
	1,580,000			Intel Corp.		26,149,000
	766,000			Linear Technology Corp.		17,886,100
	1,905,000	@@		Taiwan Semiconductor Manufacturing Co., Ltd. ADR		17,926,050
						71,703,607
				Software: 3.3%
	994,261			Microsoft Corp.		23,633,584
	2,016,350	@		Oracle Corp.		43,190,217
						66,823,801
				Telecommunications: 6.2%
	1,919,000			AT&T, Inc.		47,667,960
	2,390,700	@		Cisco Systems, Inc.		44,562,648
	761,150			Qualcomm, Inc.		34,403,980
						126,634,588
				Transportation: 0.8%
	527,700			JB Hunt Transport Services, Inc.		16,110,681
						16,110,681
Total Common Stock (Cost $1,900,617,561)						2,003,790,845
Principal Amount					Value
CORPORATE BONDS/NOTES: 0.0%
				Electric: 0.0%
$	20,000,000	±,L		Mirant Corp. - Escrow, due 06/15/21	$	2
	10,000,000	±		Southern Energy - Escrow, due 07/15/49		1
Total Corporate Bonds/Notes (Cost $—)						3
Total Long-Term Investments (Cost $1,900,617,561)						2,003,790,848
Shares					Value
SHORT-TERM INVESTMENTS: 3.1%
		Affiliated Mutual Fund: 1.7%
			35,788,000	ING Institutional Prime Money Market Fund - Class I	$	35,788,000
Total Mutual Fund (Cost $35,788,000)						35,788,000

See Accompanying Notes to Financial Statements
60

PORTFOLIO OF INVESTMENTS
ING GROWTH AND INCOME PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount			Value
		Securities Lending Collateralcc: 1.4%
$	28,561,378	Bank of New York Mellon Corp. Institutional Cash Reserves	$	28,476,975
Total Securities Lending Collateral (Cost $28,561,378)				28,476,975
Total Short-Term Investments (Cost $64,349,378)				64,264,975

Total Investments in Securities (Cost $1,964,966,939)*	101.6	%	$	2,068,055,823
Other Assets and Liabilities - Net	(1.6	)		(33,054,157	)
Net Assets	100.0	%	$	2,035,001,666

@  Non-income producing security

@@  Foreign Issuer

ADR  American Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

±  Defaulted security

L  Loaned security, a portion or all of the security is on loan at June 30, 2009.

I  Illiquid security

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

*  Cost for federal income tax purposes is $2,044,952,116.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	210,260,230
Gross Unrealized Depreciation		(187,156,523	)
Net Unrealized Appreciation	$	23,103,707

Fair Value Measurements*

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common Stock
Advertising	$	4,101	$	—	$	—
Aerospace/Defense		11,768,729		—		—
Agriculture		12,420,965		—		—
Apparel		22,585,571		—		—
Auto Manufacturers		38,608,134		—		—
Auto Parts & Equipment		23,168,481		—		—
Banks		201,890,400		—		—
Beverages		64,143,726		—		—
Biotechnology		32,572,536		—		—
Computers		99,994,603		—		—
Cosmetics/Personal Care		84,534,322		—		—
Distribution/Wholesale		9,228,638		—		—
Diversified Financial Services		—		13,038,099		—
Electric		84,749,581		—		—
Electronics		56,988,559		—		—
Entertainment		14,214,984		—		—
Food		52,425,489		—		—
Healthcare - Products		76,918,902		—		—
Healthcare - Services		15,961,860		—		—
Insurance		59,700,918		—		—
Internet		47,164,959		—		—
Iron/Steel		18,906,460		—		—
Machinery - Diversified		49,589,793		—		—
Media		40,878,348		—		—
Mining		41,246,566		—		—
Miscellaneous Manufacturing		65,534,557		—		—
Oil & Gas		239,046,772		—		—
Oil & Gas Services		36,234,282		—		—
Packaging & Containers		16,586,849		—		—
Pharmaceuticals		110,630,908		—		—
Retail		81,780,076		—		—
Semiconductors		71,703,607		—		—
Software		66,823,801		—		—
Telecommunications		126,634,588		—		—
Transportation		16,110,681		—		—
Total Common Stock	$	1,990,752,746	$	13,038,099	$	—
Corporate Bonds/Notes		—		—		3
Short-Term Investments		35,788,000		28,476,975		—
Total	$	2,026,540,746	$	41,515,074	$	3
Other Financial Instruments**		—		—		—
Total	$	—	$	—	$	—

See Accompanying Notes to Financial Statements
61

PORTFOLIO OF INVESTMENTS
ING GROWTH AND INCOME PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

The following is a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) for the period ended June 30, 2009:

	Beginning Balance 12/31/08		Net Purchases/ (Sales)		Accrued Discounts/ (Premiums)		Total Realized Gain/(Loss)		Total Unrealized Appreciation/ (Depreciation)		Net Transfers In/(Out) of Level 3		Ending Balance at 06/30/09
Corporate Bonds/Notes	$	—	$	—	$	—	$	—	$	3	$	—	$	3
Total	$	—	$	—	$	—	$	—	$	3	$	—	$	3

For the period ended June 30, 2009, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $3. Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

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

*  See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

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

See Accompanying Notes to Financial Statements
62

ING OPPORTUNISTIC LARGECAP  PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED)

Shares				Value
COMMON STOCK: 96.5%
			Aerospace/Defense: 5.8%
	12,000		Goodrich Corp.	$	599,640
	19,100		Lockheed Martin Corp.		1,540,415
	29,300		Raytheon Co.		1,301,799
	10,100		United Technologies Corp.		524,796
					3,966,650
			Agriculture: 4.0%
	82,100		Altria Group, Inc.		1,345,619
	32,200		Philip Morris International, Inc.		1,404,564
					2,750,183
			Banks: 2.4%
	6,000		Goldman Sachs Group, Inc.		884,640
	13,500		Northern Trust Corp.		724,680
					1,609,320
			Beverages: 1.1%
	13,200		PepsiCo, Inc.		725,472
					725,472
			Biotechnology: 1.6%
	10,300	@	Biogen Idec, Inc.		465,045
	18,500	@	Myriad Genetics, Inc.		659,525
					1,124,570
			Chemicals: 0.9%
	12,600		Sigma-Aldrich Corp.		624,456
					624,456

Shares				Value
			Computers: 13.5%
	28,800	@	Apple, Inc.	$	4,101,984
	80,500	@	EMC Corp.		1,054,551
	25,400		Hewlett-Packard Co.		981,710
	23,700		International Business Machines Corp.		2,474,754
	23,000	@	Western Digital Corp.		609,500
					9,222,499
			Diversified Financial Services: 0.8%			��
	30,400	@	TD Ameritrade Holding Corp.		533,216
					533,216
			Electronics: 1.5%
	28,300	@	Dolby Laboratories, Inc.		1,055,024
					1,055,024
			Engineering & Construction: 2.7%
	36,700		Fluor Corp.		1,882,343
					1,882,343
			Food: 1.5%
	52,300	@	Dean Foods Co.		1,003,637
					1,003,637
			Healthcare-Services: 1.5%
	9,400		Quest Diagnostics		530,442
	21,200		UnitedHealth Group, Inc.		529,576
					1,060,018
			Household Products/Wares: 1.5%
	20,000		Kimberly-Clark Corp.		1,048,600
					1,048,600
			Internet: 3.4%
	7,800	@	Amazon.com, Inc.		652,548
	2,800	@	Google, Inc. - Class A		1,180,452
	26,100	@	VeriSign, Inc.		482,328
					2,315,328
			Machinery-Diversified: 0.9%
	8,600		Flowserve Corp.		600,366
					600,366
			Media: 2.5%
	88,600		Comcast Corp. - Class A		1,283,814
	18,700	@,L	DIRECTV Group, Inc.		462,077
					1,745,891
			Miscellaneous Manufacturing: 1.8%
	27,900		ITT Corp.		1,241,550
					1,241,550
			Oil & Gas: 2.7%
	17,900		Murphy Oil Corp.		972,328
	22,800		XTO Energy, Inc.		869,592
					1,841,920
			Oil & Gas Services: 1.9%
	28,500	@	Cameron International Corp.		806,550
	15,600	@	National Oilwell Varco, Inc.		509,496
					1,316,046

See Accompanying Notes to Financial Statements
63

ING OPPORTUNISTIC LARGECAP   PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Packaging & Containers: 2.1%
	60,300	@	Crown Holdings, Inc.	$	1,455,642
					1,455,642
			Pharmaceuticals: 14.1%
	11,000		Abbott Laboratories		517,440
	35,600		AmerisourceBergen Corp.		631,544
	50,500		Bristol-Myers Squibb Co.		1,025,655
	20,800		Eli Lilly & Co.		720,512
	28,100	@	Express Scripts, Inc.		1,931,875
	28,100	@	Forest Laboratories, Inc.		705,591
	23,300	@	Medco Health Solutions, Inc.		1,062,713
	59,500	@,L	Mylan Laboratories		776,475
	4,625	@	Myriad Pharmaceuticals, Inc.		21,506
	24,900		Omnicare, Inc.		641,424
	22,400		Schering-Plough Corp.		562,688
	31,000	@	Watson Pharmaceuticals, Inc.		1,044,390
					9,641,813
			Retail: 11.1%
	11,200		Advance Auto Parts, Inc.		464,688
	6,600	@	Autozone, Inc.		997,326
	13,900	@	Dollar Tree, Inc.		585,190
	19,100		Family Dollar Stores, Inc.		540,530
	6,000		McDonald's Corp.		344,940
	25,600		Petsmart, Inc.		549,376
	21,000		Ross Stores, Inc.		810,600
	63,300		TJX Cos., Inc.		1,991,418
	27,300		Wal-Mart Stores, Inc.		1,322,412
					7,606,480
			Savings & Loans: 0.5%
	23,400		Hudson City Bancorp., Inc.		310,986
					310,986
			Semiconductors: 5.9%
	62,000		Altera Corp.		1,009,360
	13,200		Linear Technology Corp.		308,220
	96,400	@,@@	Marvell Technology Group Ltd.		1,122,096
	77,500		Xilinx, Inc.		1,585,650
					4,025,326
			Software: 8.7%
	17,600	@	BMC Software, Inc.		594,704
	89,000		CA, Inc.		1,551,270
	30,600		Microsoft Corp.		727,362
	61,600	@	Oracle Corp.		1,319,472
	33,400	@	Red Hat, Inc.		672,342
	18,300	@	Salesforce.com, Inc.		698,511
	13,800	@	VMware, Inc.		376,326
					5,939,987
			Telecommunications: 2.1%
	19,400	@	Cisco Systems, Inc.		361,616
	11,700		Qualcomm, Inc.		528,840
	129,400	L	Qwest Communications International, Inc.		537,010
					1,427,466
Total Common Stock (Cost $64,443,808)					66,074,789

Shares			Value
EXCHANGE-TRADED FUNDS: 2.7%
		Exchange-Traded Funds: 2.7%
	45,000	iShares Russell 1000 Growth Index Fund	$	1,846,350
Total Exchange-Traded Funds (Cost $1,661,560)				1,846,350
Total Long-Term Investments (Cost $66,105,368)				67,921,139
SHORT-TERM INVESTMENTS: 2.9%
		Affiliated Mutual Fund: 0.3%
	188,000	ING Institutional Prime Money Market Fund - Class I		188,000
Total Mutual Fund (Cost $188,000)				188,000
Principal Amount			Value

		Securities Lending Collateralcc: 2.6%
$	1,833,148	Bank of New York Mellon Corp. Institutional Cash Reserves	$	1,798,322
Total Securities Lending Collateral (Cost $1,833,148)				1,798,322
Total Short-Term Investments (Cost $2,021,148)				1,986,322

Total Investments in Securities (Cost $68,126,516)*	102.1	%	$	69,907,461
Other Assets and Liabilities - Net	(2.1	)		(1,404,411	)
Net Assets	100.0	%	$	68,503,050

@  Non-income producing security

@@  Foreign Issuer

cc  Securities purchased with cash collateral for securities loaned.

L  Loaned security, a portion or all of the security is on loan at June 30, 2009.

*  Cost for federal income tax purposes is $68,966,996.

Net unrealized appreciation consists of:

Gross Unrealized Appreciation	$	4,880,007
Gross Unrealized Depreciation		(3,939,542	)
Net Unrealized Appreciation	$	940,465

See Accompanying Notes to Financial Statements
64

ING OPPORTUNISTIC LARGECAP   PORTFOLIO OF INVESTMENTS
GROWTH PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Fair Value Measurements*

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common Stock**	$	66,074,789	$	—	$	—
Exchange-Traded Funds		1,846,350		—		—
Short-Term Investments		188,000		1,798,322		—
Total	$	68,109,139	$	1,798,322	$	—
Other Financial Instruments***		—		—		—
Total	$	—	$	—	$	—

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

*  See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

**  For further breakdown of Common Stock by industry type, please refer to the Portfolio of Investments.

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

See Accompanying Notes to Financial Statements
65

PORTFOLIO OF INVESTMENTS
ING SMALL COMPANY PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED)

Shares				Value
COMMON STOCK: 92.7%
			Advertising: 0.4%
	169,540	@	inVentiv Health, Inc.	$	2,293,876
					2,293,876
			Aerospace/Defense: 2.0%
	167,126	@	Moog, Inc.		4,313,522
	123,800	@	Orbital Sciences Corp.		1,878,046
	118,600	@	Teledyne Technologies, Inc.		3,884,150
					10,075,718
			Apparel: 2.7%
	215,288	@	Carter's, Inc.		5,298,238
	141,700	@,L	True Religion Apparel, Inc.		3,159,910
	232,500		Wolverine World Wide, Inc.		5,128,950
					13,587,098
			Auto Parts & Equipment: 0.5%
	234,604		Cooper Tire & Rubber Co.		2,327,272
					2,327,272
			Banks: 6.5%
	288,314		Bank Mutual Corp.		2,514,098
	263,254		FirstMerit Corp.		4,470,053
	60,000		Glacier Bancorp., Inc.		886,200
	69,300		IBERIABANK Corp.		2,731,113
	290,300		Old National Bancorp.		2,850,746
	188,715		PacWest Bancorp		2,483,489
	127,918		Prosperity Bancshares, Inc.		3,815,794
	147,150	@	Signature Bank		3,990,708
	93,230		UMB Financial Corp.		3,543,672

Shares				Value
	59,000	L	Westamerica Bancorp.	$	2,926,990
	423,422	@	Western Alliance Bancorp.		2,896,206
					33,109,069
			Biotechnology: 2.4%
	48,891	@	Acorda Therapeutics, Inc.		1,378,237
	24,200	@,L	AMAG Pharmaceuticals, Inc.		1,323,014
	75,700	@	Cubist Pharmaceuticals, Inc.		1,387,581
	25,400	@,L	Dendreon Corp.		631,190
	230,100	@,L	Human Genome Sciences, Inc.		658,086
	131,200	@,L	InterMune, Inc.		1,994,240
	140,785	@	Medicines Co.		1,181,186
	40,500	@	OSI Pharmaceuticals, Inc.		1,143,315
	274,874	@	RTI Biologics, Inc.		1,179,209
	112,000	@	Seattle Genetics, Inc.		1,088,640
					11,964,698
			Chemicals: 2.9%
	133,000		Albemarle Corp.		3,400,810
	76,100		Cytec Industries, Inc.		1,416,982
	218,500		HB Fuller Co.		4,101,245
	67,700		Minerals Technologies, Inc.		2,438,554
	244,400		RPM International, Inc.		3,431,376
					14,788,967
			Commercial Services: 4.7%
	214,737		Arbitron, Inc.		3,412,171
	82,500	@,L	Capella Education Co.		4,945,875
	75,500	@	FTI Consulting, Inc.		3,829,360
	94,100		Global Payments, Inc.		3,524,986
	176,900	@	PHH Corp.		3,216,042
	196,248	@	TrueBlue, Inc.		1,648,483
	85,710		Watson Wyatt Worldwide, Inc.		3,216,696
					23,793,613
			Computers: 3.1%
	127,700	@	CACI International, Inc.		5,454,067
	672,769	@	Mentor Graphics Corp.		3,680,046
	142,300	@	Micros Systems, Inc.		3,603,036
	82,600	@,L	Synaptics, Inc.		3,192,490
					15,929,639
			Cosmetics/Personal Care: 1.1%
	84,700	@,L	Chattem, Inc.		5,768,070
					5,768,070
			Distribution/Wholesale: 2.7%
	204,100	@	Fossil, Inc.		4,914,728
	94,500		Owens & Minor, Inc.		4,140,990
	93,700	L	Watsco, Inc.		4,584,741
					13,640,459
			Diversified Financial Services: 2.6%
	176,500		Duff & Phelps Corp.		3,138,170
	238,953	@	Knight Capital Group, Inc.		4,074,149
	234,269		Sanders Morris Harris Group, Inc.		1,288,480
	93,547	@	Stifel Financial Corp.		4,498,675
					12,999,474
			Electric: 4.5%
	133,500		Black Hills Corp.		3,069,165
	288,600		Cleco Corp.		6,470,412
	221,600	@	El Paso Electric Co.		3,093,536
	101,118		Idacorp, Inc.		2,643,225
	71,000		NorthWestern Corp.		1,615,960
	311,268		Portland General Electric Co.		6,063,502
					22,955,800

See Accompanying Notes to Financial Statements
66

PORTFOLIO OF INVESTMENTS
ING SMALL COMPANY PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Electrical Components & Equipment: 0.6%
	351,561	@	Advanced Energy Industries, Inc.	$	3,160,532
					3,160,532
			Electronics: 3.8%
	113,600		Brady Corp.		2,853,632
	203,900	@	FEI Co.		4,669,310
	136,554	@	Flir Systems, Inc.		3,080,658
	118,707	@	Varian, Inc.		4,680,617
	183,000		Watts Water Technologies, Inc.		3,941,820
					19,226,037
			Entertainment: 1.1%
	195,700	@	Bally Technologies, Inc.		5,855,344
					5,855,344
			Environmental Control: 1.3%
	58,139	@	Clean Harbors, Inc.		3,138,925
	124,899	@	Waste Connections, Inc.		3,236,133
					6,375,058
			Food: 1.5%
	67,600	@,L	American Italian Pasta Co.		1,969,864
	108,669		Flowers Foods, Inc.		2,373,331
	255,700		Spartan Stores, Inc.		3,173,237
					7,516,432
			Gas: 0.4%
	65,400		WGL Holdings, Inc.		2,094,108
					2,094,108
			Hand/Machine Tools: 0.9%
	113,400		Regal-Beloit Corp.		4,504,248
					4,504,248
			Healthcare-Products: 3.3%
	78,800	@	Gen-Probe, Inc.		3,386,824
	101,575	@	Greatbatch, Inc.		2,296,611
	62,800	@	Haemonetics Corp.		3,579,600
	94,900	@	Immucor, Inc.		1,305,824
	198,252		Meridian Bioscience, Inc.		4,476,530
	184,624	@	Micrus Endovascular Corp.		1,669,001
					16,714,390
			Healthcare-Services: 2.3%
	100,400	@	AMERIGROUP Corp.		2,695,740
	122,933	@	Healthsouth Corp.		1,775,153
	172,600	@	Psychiatric Solutions, Inc.		3,924,924
	67,406		Universal Health Services, Inc.		3,292,783
					11,688,600
			Home Builders: 0.5%
	163,800		Ryland Group, Inc.		2,745,288
					2,745,288
			Home Furnishings: 0.2%			��
	122,400		Ethan Allen Interiors, Inc.		1,268,064
					1,268,064
			Housewares: 0.4%
	75,300	L	Toro Co.		2,251,470
					2,251,470

Shares				Value
			Insurance: 3.5%
	107,332	@,@@	Argo Group International Holdings Ltd.	$	3,028,909
	121,000		Delphi Financial Group		2,351,030
	73,300	@	Navigators Group, Inc.		3,256,719
	171,500	@@	Platinum Underwriters Holdings Ltd.		4,903,185
	96,918	@	ProAssurance Corp.		4,478,581
					18,018,424
			Internet: 2.6%
	339,597	@	Avocent Corp.		4,740,774
	251,824	@	Blue Coat Systems, Inc.		4,165,169
	149,548	@	j2 Global Communications, Inc.		3,373,803
	101,800	@	Valueclick, Inc.		1,070,936
					13,350,682
			Investment Companies: 0.6%
	498,913	L	Apollo Investment Corp.		2,993,478
					2,993,478
			Machinery-Diversified: 2.7%
	78,800	@	AGCO Corp.		2,290,716
	124,927	@	Gardner Denver, Inc.		3,144,413
	284,000	@	Intermec, Inc.		3,663,600
	62,968		Nordson Corp.		2,434,343
	61,421		Wabtec Corp.		1,975,914
					13,508,986
			Metal Fabricate/Hardware: 0.8%
	238,600		Commercial Metals Co.		3,824,758
					3,824,758
			Miscellaneous Manufacturing: 1.2%
	228,600		Actuant Corp.		2,788,920
	270,590		Barnes Group, Inc.		3,217,315
					6,006,235
			Oil & Gas: 2.7%
	98,700	@	Bill Barrett Corp.		2,710,302
	171,228	@,L	Carrizo Oil & Gas, Inc.		2,936,560
	198,400		Frontier Oil Corp.		2,601,024
	342,600	@	McMoRan Exploration Co.		2,041,896
	127,300	@	Unit Corp.		3,509,661
					13,799,443
			Oil & Gas Services: 1.8%
	48,665	L	Core Laboratories NV		4,241,155
	96,100	@	Dril-Quip, Inc.		3,661,410
	166,824	@	Tetra Technologies, Inc.		1,327,919
					9,230,484
			Packaging & Containers: 1.1%
	112,400		Silgan Holdings, Inc.		5,510,972
					5,510,972
			Pharmaceuticals: 1.8%
	327,600	@	Akorn, Inc.		393,120
	157,094	@	Nektar Therapeutics		1,017,969
	129,566		Omnicare, Inc.		3,337,620
	120,600	@	Onyx Pharmaceuticals, Inc.		3,408,156
	71,900	@,L	Savient Pharmaceuticals, Inc.		996,534
					9,153,399

See Accompanying Notes to Financial Statements
67

PORTFOLIO OF INVESTMENTS
ING SMALL COMPANY PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Retail: 4.4%
	169,700		Casey's General Stores, Inc.	$	4,359,593
	205,400	@,L	Dress Barn, Inc.		2,937,220
	218,437	@	Jack in the Box, Inc.		4,903,911
	162,213	@	Jo-Ann Stores, Inc.		3,352,943
	190,012	@	Papa John's International, Inc.		4,710,397
	670,700	@	Wet Seal, Inc.		2,059,049
					22,323,113
			Savings & Loans: 1.8%
	324,168		NewAlliance Bancshares, Inc.		3,727,932
	276,199		Provident Financial Services, Inc.		2,513,411
	294,141		Westfield Financial, Inc.		2,664,917
					8,906,260
			Semiconductors: 4.1%
	115,900	@,L	Emulex Corp.		1,133,502
	573,000	@	Entegris, Inc.		1,558,560
	213,800	@	Formfactor, Inc.		3,685,912
	192,400		Micrel, Inc.		1,408,368
	215,600	@	MKS Instruments, Inc.		2,843,764
	421,700	@	ON Semiconductor Corp.		2,892,862
	114,400		Power Integrations, Inc.		2,721,576
	367,837	@,@@	Verigy Ltd.		4,476,576
					20,721,120
			Software: 4.4%
	149,692	@	Ansys, Inc.		4,664,403
	58,300	@	Concur Technologies, Inc.		1,811,964
	82,900	@	Parametric Technology Corp.		969,101
	176,700	@	Progress Software Corp.		3,740,739
	321,900	@	Quest Software, Inc.		4,487,286
	224,200	@	Solera Holdings, Inc.		5,694,680
	172,850	@	THQ, Inc.		1,237,606
					22,605,779
			Telecommunications: 3.9%
	381,160		Alaska Communications Systems Group, Inc.		2,790,091
	166,200		NTELOS Holdings Corp.		3,061,404
	276,037	@	Polycom, Inc.		5,595,270
	247,828	@	RCN Corp.		1,479,533
	152,200	@	SBA Communications Corp.		3,734,988
	176,200	@	Tekelec		2,965,446
					19,626,732
			Transportation: 2.9%
	140,811	@	Atlas Air Worldwide Holdings, Inc.		3,265,407
	257,300		Heartland Express, Inc.		3,787,456
	158,481	@	HUB Group, Inc.		3,271,048
	99,400	@	Kirby Corp.		3,159,926
	38,400	@	Old Dominion Freight Line		1,289,088
					14,772,925
Total Common Stock (Cost $479,151,713)					470,986,114
REAL ESTATE INVESTMENT TRUSTS: 4.4%
			Apartments: 0.8%
	182,800		American Campus Communities, Inc.		4,054,504
					4,054,504

Shares				Value
			Hotels: 0.4%
	335,100	@	DiamondRock Hospitality Co.	$	2,097,726
					2,097,726
			Mortgage: 1.1%
	72,281		Hatteras Financial Corp.		2,066,514
	252,269		Redwood Trust, Inc.		3,723,490
					5,790,004
			Office Property: 0.7%
	163,700		Highwoods Properties, Inc.		3,661,969
					3,661,969
			Shopping Centers: 0.6%
	242,156		Acadia Realty Trust		3,160,136
					3,160,136
			Single Tenant: 0.8%
	220,272	L	National Retail Properties, Inc.		3,821,719
					3,821,719
Total Real Estate Investment Trusts (Cost $20,954,084)					22,586,058
EXCHANGE-TRADED FUNDS: 1.3%
			Exchange-Traded Funds: 1.3%
	19,876	L	iShares Russell 2000 Index Fund		1,012,881
	124,345	L	iShares Russell 2000 Value Index Fund		5,785,773
Total Exchange-Traded Funds (Cost $6,431,974)					6,798,654
Total Long-Term Investments (Cost $506,537,771)					500,370,826
SHORT-TERM INVESTMENTS: 6.7%
		Affiliated Mutual Fund: 0.5%
	2,651,000	ING Institutional Prime Money Market Fund - Class I			2,651,000
Total Mutual Fund (Cost $2,651,000)					2,651,000

Principal Amount			Value
			Securities Lending Collateralcc: 6.2%
$	31,619,673	Bank of New York Mellon Corp. Institutional Cash Reserves	$	31,278,815
Total Securities Lending Collateral (Cost $31,619,673)				31,278,815
Total Short-Term Investments (Cost $34,270,673)				33,929,815

Total Investments in Securities (Cost $540,808,444)*	105.1	%	$	534,300,641
Other Assets and Liabilities - Net	(5.1	)		(26,007,987	)
Net Assets	100.0	%	$	508,292,654

@  Non-income producing security

@@  Foreign Issuer

See Accompanying Notes to Financial Statements
68

PORTFOLIO OF INVESTMENTS
ING SMALL COMPANY PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

cc  Securities purchased with cash collateral for securities loaned.

L  Loaned security, a portion or all of the security is on loan at June 30, 2009.

*  Cost for federal income tax purposes is $570,074,628.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	35,997,797
Gross Unrealized Depreciation		(71,771,784	)
Net Unrealized Depreciation	$	(35,773,987	)
Fair Value Measurements*

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common Stock**	$	470,986,114	$	—	$	—
Real Estate Investment Trusts		22,586,058		—		—
Exchange-Traded Funds		6,798,654		—		—
Short-Term Investments		2,651,000		31,278,815		—
Total	$	503,021,826	$	31,278,815	$	—
Other Financial Instruments***		—		—		—
Total	$	—	$	—	$	—

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

*  See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

**  For further breakdown of Common Stock by industry type, please refer to the Portfolio of Investments.

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

See Accompanying Notes to Financial Statements
69

ING OPPORTUNISTIC  PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED)

Shares				Value
COMMON STOCK: 95.8%
			Aerospace/Defense: 4.6%
	14,200		Lockheed Martin Corp.	$	1,145,230
	15,200		Northrop Grumman Corp.		694,336
	18,900		Raytheon Co.		839,727
	15,800		United Technologies Corp.		820,968
					3,500,261
			Agriculture: 1.6%
	30,800		Reynolds American, Inc.		1,189,496
					1,189,496
			Banks: 9.9%
	113,500		Bank of America Corp.		1,498,200
	9,900		Goldman Sachs Group, Inc.		1,459,656
	311	@@	HSBC Holdings PLC ADR		12,990
	40,000		JPMorgan Chase & Co.		1,364,400
	10,900		Northern Trust Corp.		585,112
	20,700		PNC Financial Services Group, Inc.		803,367
	74,500		Wells Fargo & Co.		1,807,370
					7,531,095
			Biotechnology: 1.5%
	25,300	@	Biogen Idec, Inc.		1,142,295
					1,142,295
			Computers: 12.5%
	27,800	@@	Accenture Ltd.		930,188
	13,994	@	Apple, Inc.		1,993,165
	25,600	@	Computer Sciences Corp.		1,134,080
	79,700	@	EMC Corp.		1,044,070

Shares				Value
	47,200		Hewlett-Packard Co.	$	1,824,280
	24,600		International Business Machines Corp.		2,568,732
					9,494,515
			Diversified Financial Services: 2.5%
	42,500		American Express Co.		987,700
	52,200		Charles Schwab Corp.		915,588
					1,903,288
			Electric: 1.6%
	15,700		Exelon Corp.		803,997
	11,900		Public Service Enterprise Group, Inc.		388,297
					1,192,294
			Food: 3.4%
	49,603	@	Dean Foods Co.		951,882
	30,500		Kraft Foods, Inc.		772,870
	86,500		Sara Lee Corp.		844,240
					2,568,992
			Healthcare-Services: 1.3%
	41,000		UnitedHealth Group, Inc.		1,024,180
					1,024,180
			Home Builders: 0.9%
	74,200		D.R. Horton, Inc.		694,512
					694,512
			Household Products/Wares: 1.0%
	14,900		Kimberly-Clark Corp.		781,207
					781,207
			Insurance: 2.1%
	21,800	@@	ACE Ltd.		964,214
	40,300		UnumProvident Corp.		639,158
					1,603,372
			Internet: 6.3%
	14,300	@	Amazon.com, Inc.		1,196,338
	78,900	@	eBay, Inc.		1,351,557
	2,461	@	Google, Inc. - Class A		1,037,533
	78,500	@	Symantec Corp.		1,221,460
					4,806,888
			Iron/Steel: 0.7%
	13,300		Reliance Steel & Aluminum Co.		510,587
					510,587
			Media: 2.1%
	111,600		Comcast Corp. - Class A		1,617,084
					1,617,084
			Metal Fabricate/Hardware: 1.0%
	10,100		Precision Castparts Corp.		737,603
					737,603
			Miscellaneous Manufacturing: 4.1%
	15,100		Cooper Industries Ltd.		468,855
	33,600		Dover Corp.		1,111,824
	130,300		General Electric Co.		1,527,116
					3,107,795

See Accompanying Notes to Financial Statements
70

ING OPPORTUNISTIC  PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			Office/Business Equipment: 1.0%
	33,200		Pitney Bowes, Inc.	$	728,076
					728,076
			Oil & Gas: 7.1%
	7,000	@@,L	China Petroleum & Chemical Corp. ADR		531,020
	26,800		ExxonMobil Corp.		1,873,588
	25,300		Murphy Oil Corp.		1,374,296
	27,700	@@	Nexen, Inc.		599,705
	34,400		Noble Corp.		1,040,600
					5,419,209
			Oil & Gas Services: 2.7%
	33,600	@	Cameron International Corp.		950,880
	33,800	@	National Oilwell Varco, Inc.		1,103,908
					2,054,788
			Packaging & Containers: 2.2%
	31,300	@	Crown Holdings, Inc.		755,582
	44,300	@	Pactiv Corp.		961,310
					1,716,892
			Pharmaceuticals: 11.8%
	41,600		AmerisourceBergen Corp.		737,984
	24,400		Eli Lilly & Co.		845,216
	15,000	@	Express Scripts, Inc.		1,031,250
	51,800	@	Forest Laboratories, Inc.		1,300,698
	29,400	@	Medco Health Solutions, Inc.		1,340,934
	26,600		Omnicare, Inc.		685,216
	150,900		Pfizer, Inc.		2,263,500
	22,400	@	Watson Pharmaceuticals, Inc.		754,656
					8,959,454
			Retail: 4.4%
	22,300		Family Dollar Stores, Inc.		631,090
	45,800		Home Depot, Inc.		1,082,254
	18,600		Ross Stores, Inc.		717,960
	13,900	@,L	Sears Holding Corp.		924,628
					3,355,932
			Savings & Loans: 1.5%
	85,700		Hudson City Bancorp., Inc.		1,138,953
					1,138,953
			Semiconductors: 2.8%
	69,900	@,@@	Marvell Technology Group Ltd.		813,636
	25,500	@@	Taiwan Semiconductor Manufacturing Co., Ltd. ADR		239,955
	52,000		Texas Instruments, Inc.		1,107,600
					2,161,191
			Telecommunications: 5.2%
	38,500	@,@@	Amdocs Ltd.		825,825
	110,300	@	Cisco Systems, Inc.		2,055,992
	223,300	@	Sprint Nextel Corp.		1,074,073
					3,955,890
Total Common Stock (Cost $72,360,860)					72,895,849

Shares				Value
REAL ESTATE INVESTMENT TRUSTS: 0.7%
			Regional Malls: 0.7%
	11,000	L	Simon Property Group, Inc.	$	565,730
Total Real Estate Investment Trusts (Cost $594,268)					565,730
EXCHANGE-TRADED FUNDS: 2.1%
			Exchange-Traded Funds: 2.1%
	41,300		Consumer Staples Select Sector SPDR Fund		949,487
	6,700		SPDR Trust Series 1		615,864
Total Exchange-Traded Funds (Cost $1,553,423)					1,565,351
Total Long-Term Investments (Cost $74,508,551)					75,026,930
SHORT-TERM INVESTMENTS: 2.3%
			Affiliated Mutual Fund: 0.8%
	634,000		ING Institutional Prime Money Market Fund - Class I		634,000
Total Mutual Fund (Cost $634,000)					634,000

Principal Amount			Value
		Securities Lending Collateralcc: 1.5%
$	1,148,804	Bank of New York Mellon Corp. Institutional Cash Reserves	$	1,103,446
Total Securities Lending Collateral (Cost $1,148,804)			1,103,446
Total Short-Term Investments (Cost $1,782,804)			1,737,446

Total Investments in Securities (Cost $76,291,355)*	100.9	%	$	76,764,376
Other Assets and Liabilities - Net	(0.9	)		(674,466	)
Net Assets	100.0	%	$	76,089,910

@  Non-income producing security

@@  Foreign Issuer

ADR  American Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

L  Loaned security, a portion or all of the security is on loan at June 30, 2009.

*  Cost for federal income tax purposes is $79,633,865.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	3,145,611
Gross Unrealized Depreciation		(6,015,100	)
Net Unrealized Depreciation	$	(2,869,489	)

See Accompanying Notes to Financial Statements
71

ING OPPORTUNISTIC  PORTFOLIO OF INVESTMENTS
LARGECAP PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Fair Value Measurements*

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Common Stock**	$	72,895,849	$	—	$	—
Real Estate Investment Trusts		565,730		—		—
Exchange-Traded Funds		1,565,351		—		—
Short-Term Investments		634,000		1,103,446		—
Total	$	75,660,930	$	1,103,446	$	—
Other Financial Instruments***		—		—		—
Total	$	—	$	—	$	—

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

*  See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

**  For further breakdown of Common Stock by industry type, please refer to the Portfolio of Investments.

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

See Accompanying Notes to Financial Statements
72

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED)

U.S. Government Agency Obligations	38.5	%
Corporate Bonds/Notes	30.4	%
U.S. Treasury Obligations	26.0	%
Collateralized Mortgage Obligations	11.6	%
Other Bonds	1.9	%
Asset-Backed Securities	1.7	%
Preferred Stock	0.2	%
Other Assets and Liabilities — Net*	(10.3	)%
Net Assets	100.0	%

Investment Type Allocation
as of June 30, 2009
(as a percent of net assets)
*  Includes short-term investments related to commercial paper, ING Institutional Prime Money Market Fund — Class I, securities lending collateral and U.S. Treasury Bill.
Portfolio holdings are subject to change daily.

Principal Amount				Value
CORPORATE BONDS/NOTES: 30.4%
			Agriculture: 0.5%
$	8,994,000		Altria Group, Inc., 9.700%, due 11/10/18	$	10,327,477
	620,000		Philip Morris International, Inc., 5.650%, due 05/16/18		651,013
	2,798,000		Philip Morris International, Inc., 6.875%, due 03/17/14		3,160,243
					14,138,733
			Banks: 7.4%
	7,348,000		American Express Bank FSB, 5.500%, due 04/16/13		7,217,162
	8,714,000	C	Bank of America Corp., 8.000%, due 12/29/49		7,288,154
	3,090,000	@@,C	Bank of Ireland, 0.875%, due 12/29/49		861,183
	2,120,000	@@,C	Barclays Bank PLC, 1.875%, due 08/29/49		879,800
	16,627,000	@@,#	Barclays Bank PLC, 6.050%, due 12/04/17		14,441,148
	2,600,000	@@,C	BNP Paribas, 1.928%, due 09/29/49		1,092,000
	2,140,000		Capital One Financial Corp., 7.375%, due 05/23/14		2,208,970
	13,279,000		Citigroup, Inc., 5.000%, due 09/15/14		11,144,228
	8,999,000		Citigroup, Inc., 5.250%, due 02/27/12		8,792,851
	1,020,000		Citigroup, Inc., 8.500%, due 05/22/19		1,039,306
	3,280,000	#,C	Dresdner Funding Trust I, 8.151%, due 06/30/31		1,598,334

Principal Amount				Value
$	13,925,000		Fifth Third Bancorp., 8.250%, due 03/01/38	$	10,683,636
	10,773,000		First Tennessee Bank NA, 5.650%, due 04/01/16		8,083,122
	3,650,000		Goldman Sachs Group, Inc., 5.250%, due 04/01/13		3,735,899
	4,974,000		Goldman Sachs Group, Inc., 5.450%, due 11/01/12		5,146,956
	6,202,000		Goldman Sachs Group, Inc., 5.500%, due 11/15/14		6,223,329
	8,651,000		Goldman Sachs Group, Inc., 6.000%, due 05/01/14		9,038,115
	7,580,000	@@,C	HSBC Bank PLC, 1.288%, due 06/29/49		3,600,500
	3,796,000		JPMorgan Chase & Co., 4.650%, due 06/01/14		3,790,093
	5,734,000		JPMorgan Chase Bank NA, 5.875%, due 06/13/16		5,534,078
	3,037,000		Morgan Stanley, 2.250%, due 03/13/12		3,065,739
	5,797,000		Morgan Stanley, 4.750%, due 04/01/14		5,481,481
	2,296,000	C	Morgan Stanley, 5.300%, due 03/01/13		2,327,458
	8,806,000	C	Morgan Stanley, 6.750%, due 04/15/11		9,228,750
	4,399,000	C	Morgan Stanley, 7.300%, due 05/13/19		4,569,549
	13,106,000	C	National City Preferred Capital Trust I, 12.000%, due 12/29/49		13,738,286
	12,495,000	@@,#,C	Rabobank, 11.000%, due 12/29/49		13,935,911
	660,000	@@,C	Societe Generale, 1.375%, due 11/29/49		289,163
	17,277,000		State Street Corp., 2.150%, due 04/30/12		17,366,996
	6,361,000		SunTrust Bank/Atlanta GA, 5.450%, due 12/01/17		5,596,026
	4,189,000		Wachovia Bank NA, 6.000%, due 11/15/17		4,228,636
	10,798,000		Wachovia Bank NA, 6.600%, due 01/15/38		10,559,299
	6,681,000		Wachovia Corp., 5.500%, due 05/01/13		6,907,412
					209,693,570
			Beverages: 0.8%
	8,214,000	#,C	Anheuser-Busch InBev Worldwide, Inc., 5.375%, due 11/15/14		8,296,822
	7,979,000	#,C	Anheuser-Busch InBev Worldwide, Inc., 7.750%, due 01/15/19		8,741,170
	3,790,000	C	Dr Pepper Snapple Group, Inc., 6.820%, due 05/01/18		4,014,645
	1,606,000	C	Dr Pepper Snapple Group, Inc., 7.450%, due 05/01/38		1,708,309
					22,760,946

See Accompanying Notes to Financial Statements
73

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount					Value
				Chemicals: 0.5%
$	3,616,000	#,C		Chevron Phillips Chemical Co. LLC, 7.000%, due 06/15/14	$	3,700,922
	3,316,000	#,C		Chevron Phillips Chemical Co. LLC, 8.250%, due 06/15/19		3,465,174
	5,995,000	C		Dow Chemical Co., 7.600%, due 05/15/14		6,181,079
						13,347,175
				Computers: 0.2%
	6,750,000	C		Hewlett-Packard Co., 4.750%, due 06/02/14		7,054,290
						7,054,290
				Diversified Financial Services: 4.1%
	13,709,000	@@,#,C		Aiful Corp., 4.450%, due 02/16/10		10,008,845
	4,859,000			American Express Credit Corp., 7.300%, due 08/20/13		5,056,416
	3,840,000			Capital One Bank USA NA, 6.500%, due 06/13/13		3,798,985
			9,127,000	Capital One Bank USA NA, 8.800%, due 07/15/19		9,339,814
	3,403,000	#,C		Corestates Capital Trust I, 8.000%, due 12/15/26		2,232,875
	7,753,000			FIA Card Services NA, 6.625%, due 06/15/12		8,059,306
	6,198,000	C		Fund American Cos., Inc., 5.875%, due 05/15/13		5,843,363
	16,876,000			General Electric Capital Corp., 2.200%, due 06/08/12		16,974,421
	7,666,000			General Electric Capital Corp., 5.875%, due 01/14/38		6,085,087
	15,708,000			General Electric Capital Corp., 6.875%, due 01/10/39		14,180,673
	11,976,000			International Lease Finance Corp., 6.625%, due 11/15/13		9,226,167
	6,907,000	@@,#		Mantis Reef Ltd., 4.799%, due 11/03/09		6,843,324
	3,245,000			Merrill Lynch & Co., Inc., 4.250%, due 02/08/10		3,258,327
	6,334,000			Merrill Lynch & Co., Inc., 6.050%, due 08/15/12		6,355,181
	4,574,000	C		National Rural Utilities Cooperative Finance Corp., 10.375%, due 11/01/18		5,744,089
	630,249	#		Power Receivable Finance, LLC, 6.290%, due 01/01/12		621,667
	30,862,493	#,S,Z		Toll Road Investors Partnership II LP, 5.000%, due 02/15/45		2,816,881
	4,098,000	#,±,C		Twin Reefs Pass-through Trust, 1.386%, due 12/10/49		13,319
						116,458,740

Principal Amount				Value
			Electric: 3.1%
$	3,541,000	C	Ameren Corp., 8.875%, due 05/15/14	$	3,658,381
	1,760,000	C	Commonwealth Edison Co., 6.150%, due 03/15/12		1,869,534
	13,524,000	C	Commonwealth Edison Co., 6.950%, due 07/15/18		13,707,872
	4,306,000	C	DTE Energy Co., 7.050%, due 06/01/11		4,508,171
	658,000	C	DTE Energy Co., 7.625%, due 05/15/14		687,422
	2,708,000	C	Duke Energy Corp., 6.300%, due 02/01/14		2,926,574
	3,534,000	C	Entergy Texas, Inc., 7.125%, due 02/01/19		3,690,599
	3,197,000	C	Indiana Michigan Power, 7.000%, due 03/15/19		3,442,146
	2,236,000	C	Jersey Central Power and Light, 7.350%, due 02/01/19		2,462,460
	945,336	#,C	Juniper Generation, LLC, 6.790%, due 12/31/14		858,558
	6,504,000	C	Metropolitan Edison, 7.700%, due 01/15/19		7,126,166
	2,398,000	C	Nevada Power Co., 7.125%, due 03/15/19		2,567,227
	9,278,000	C	NorthWestern Corp., 5.875%, due 11/01/14		9,447,286
	4,673,000	C	Oncor Electric Delivery Co., 6.800%, due 09/01/18		5,002,161
	6,356,000	C	Oncor Electric Delivery Co., 7.500%, due 09/01/38		7,192,481
	3,317,000	C	Progress Energy, Inc., 6.050%, due 03/15/14		3,491,481
	2,607,000	C	Progress Energy, Inc., 7.050%, due 03/15/19		2,897,628
	5,053,000	C	Sierra Pacific Power Co., 6.250%, due 04/15/12		5,247,844
	6,562,000	C	Southwestern Electric Power, 5.550%, due 01/15/17		6,386,696
					87,170,687
			Energy-Alternate Sources: 0.0%
	4,000,000	I,±,X	Greater Ohio Ethanol, LLC, 6.301%, due 12/31/13		—
	4,900,000	I,±,X	Greater Ohio Ethanol, LLC, 12.630%, due 12/31/13		—
	617,699	I,X	PEA Lima, LLC, 0.000%, due 03/20/14		62
					62
			Entertainment: 0.1%
	2,542,000		International Game Technology, 7.500%, due 06/15/19		2,569,281
					2,569,281

See Accompanying Notes to Financial Statements
74

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Food: 0.6%
$	7,616,000		Kraft Foods, Inc., 6.125%, due 02/01/18	$	7,887,449
	3,278,000		Kraft Foods, Inc., 6.125%, due 08/23/18		3,400,633
	1,994,000		Kraft Foods, Inc., 6.500%, due 08/11/17		2,103,445
	2,893,000	C	Safeway, Inc., 6.250%, due 03/15/14		3,107,768
					16,499,295
			Forest Products & Paper: 0.1%
	1,563,000	C	International Paper Co., 7.400%, due 06/15/14		1,557,486
					1,557,486
			Gas: 0.3%
	8,238,000	C	Sempra Energy, 6.500%, due 06/01/16		8,611,107
					8,611,107
			Healthcare-Services: 0.1%
	3,225,000	C	HCA, Inc., 9.250%, due 11/15/16		3,184,688
					3,184,688
			Insurance: 1.9%
	10,157,000	@@,C	Aegon NV, 3.610%, due 12/31/49		3,986,623
	8,012,000		American International Group, Inc., 5.850%, due 01/16/18		4,244,685
	4,824,000	C	Hartford Financial Services Group, Inc., 5.250%, due 10/15/11		4,664,789
	4,366,000	C	Hartford Financial Services Group, Inc., 6.000%, due 01/15/19		3,350,761
	9,940,000	C	Metlife, Inc., 7.717%, due 02/15/19		10,650,362
	6,004,000	#,C	Pacific Life Insurance Co., 9.250%, due 06/15/39		5,841,424
	3,323,000	C	Principal Financial Group, Inc., 7.875%, due 05/15/14		3,504,273
	2,288,000		Prudential Financial, Inc., 5.700%, due 12/14/36		1,721,635
	4,220,000		Prudential Financial, Inc., 6.000%, due 12/01/17		3,976,388
	7,923,000		Prudential Financial, Inc., 6.625%, due 12/01/37		6,884,604
	3,798,000		Prudential Financial, Inc., 7.375%, due 06/15/19		3,735,455
	2,275,000	@@,C	XL Capital, Ltd., 6.500%, due 12/31/49		1,116,126
					53,677,125
			Iron/Steel: 0.2%
	4,977,000	@@	ArcelorMittal, 9.850%, due 06/01/19		5,379,848
					5,379,848

Principal Amount				Value
			Media: 3.5%
$	2,270,000	C	Comcast Corp., 5.300%, due 01/15/14	$	2,349,865
	3,261,000	C	Comcast Corp., 5.700%, due 05/15/18		3,284,176
	2,093,000	C	Comcast Corp., 5.900%, due 03/15/16		2,168,030
	3,514,000	C	Comcast Corp., 6.300%, due 11/15/17		3,725,163
	3,373,000	C	Comcast Corp., 6.500%, due 01/15/17		3,583,624
	3,935,000	#,C	COX Communications, Inc., 6.250%, due 06/01/18		3,896,417
	3,855,000	#,C	COX Communications, Inc., 6.950%, due 06/01/38		3,722,242
	5,521,000	#,C	Cox Communications, Inc., 8.375%, due 03/01/39		6,173,897
	3,376,000	#,C	Cox Enterprises, Inc., 7.375%, due 07/15/27		3,290,709
	3,225,000	C	Echostar DBS Corp., 7.125%, due 02/01/16		3,023,438
	5,290,000	C	News America, Inc., 6.150%, due 03/01/37		4,500,166
	4,379,000	C	News America, Inc., 6.650%, due 11/15/37		3,950,747
	9,094,000	#,C	News America, Inc., 6.900%, due 03/01/19		9,492,826
	1,133,000	C	Time Warner Cable, Inc., 6.200%, due 07/01/13		1,194,830
	6,568,000	C	Time Warner Cable, Inc., 6.750%, due 07/01/18		6,852,532
	2,247,000	C	Time Warner Cable, Inc., 6.750%, due 06/15/39		2,193,881
	11,237,000	C	Time Warner Cable, Inc., 8.750%, due 02/14/19		13,112,444
	1,865,000		Time Warner Entertainment Co. LP, 8.375%, due 07/15/33		2,093,276
	7,923,000	C	Time Warner, Inc., 5.500%, due 11/15/11		8,186,424
	7,139,000	C	Time Warner, Inc., 7.700%, due 05/01/32		7,033,835
	5,710,000	C	Viacom, Inc., 6.875%, due 04/30/36		5,275,983
					99,104,505
			Miscellaneous Manufacturing: 0.7%
	9,100,000		General Electric Co., 5.250%, due 12/06/17		8,951,615
	8,763,000	@@,C	Tyco International Finance, 8.500%, due 01/15/19		9,732,389
					18,684,004
			Oil & Gas: 0.5%
	3,218,000	C	Chesapeake Energy Corp., 7.250%, due 12/15/18		2,815,750
	3,266,000	C	Hess Corp., 8.125%, due 02/15/19		3,724,553
	5,618,000	C	Marathon Oil Corp., 6.500%, due 02/15/14		6,011,906
	2,793,000	C	Marathon Oil Corp., 7.500%, due 02/15/19		3,053,710
					15,605,919

See Accompanying Notes to Financial Statements
75

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Oil & Gas Services: 0.1%
$	3,301,000	@@,C	Weatherford International, Ltd., 9.625%, due 03/01/19	$	3,889,671
					3,889,671
			Pharmaceuticals: 0.3%
	3,066,000	C	Express Scripts, Inc., 6.250%, due 06/15/14		3,247,602
	763,000	C	Express Scripts, Inc., 7.250%, due 06/15/19		842,907
	3,046,000	@@,C	Novartis Securities Investment Ltd., 5.125%, due 02/10/19		3,122,205
					7,212,714
			Pipelines: 0.9%
	5,758,000	C	Enbridge Energy Partners, 9.875%, due 03/01/19		6,686,172
	4,845,000	C	Energy Transfer Partners, 9.700%, due 03/15/19		5,571,309
	1,176,000	C	Kinder Morgan Energy Partners L.P., 6.850%, due 02/15/20		1,207,678
	1,893,000	C	Northwest Pipeline Corp., 7.000%, due 06/15/16		1,999,536
	2,106,000	@@,C	Trans-Canada Pipelines, 7.125%, due 01/15/19		2,381,094
	2,337,000	@@,C	Trans-Canada Pipelines, 7.625%, due 01/15/39		2,736,290
	2,894,000	C	Transcontinental Gas Pipe Line Corp., 6.400%, due 04/15/16		2,974,172
	1,848,000	#	Williams Companies, Inc., 8.750%, due 01/15/20		1,929,863
					25,486,114
			Real Estate: 0.1%
	4,114,000	C	Simon Property Group, Inc., 6.750%, due 05/15/14		4,137,993
					4,137,993
			Retail: 0.3%
	2,890,000	C	CVS Caremark Corp., 6.600%, due 03/15/19		3,093,540
	5,450,706	#,C	CVS Lease Pass-through, 6.036%, due 12/10/28		4,669,702
					7,763,242
			Software: 0.3%
	5,481,000		Oracle Corp., 5.000%, due 07/08/19		5,460,556
	3,635,000		Oracle Corp., 6.125%, due 07/08/39		3,610,791
					9,071,347
			Telecommunications: 3.0%
	6,783,000	C	AT&T, Inc., 6.550%, due 02/15/39		6,792,991
	7,623,000	C	AT&T, Inc., 6.700%, due 11/15/13		8,379,712

Principal Amount				Value
$	6,675,000		Bellsouth Telecommunications, Inc., 7.000%, due 12/01/95	$	5,849,636
	1,938,000	@@,C	British Telecommunications PLC, 5.150%, due 01/15/13		1,932,853
	5,566,000	@@,C	British Telecommunications PLC, 5.950%, due 01/15/18		5,024,423
	2,292,000	@@,C	Deutsche Telekom International Finance, 5.250%, due 07/22/13		2,356,318
	1,839,000	@@,C	Deutsche Telekom International Finance BV, 5.875%, due 08/20/13		1,930,739
	3,942,000	C	Embarq Corp., 6.738%, due 06/01/13		3,982,591
	4,125,000	C	Embarq Corp., 7.995%, due 06/01/36		3,636,600
	3,225,000	C	Sprint Nextel Corp., 6.000%, due 12/01/16		2,652,563
	4,501,000	@@,C	Telecom Italia Capital SA, 7.175%, due 06/18/19		4,570,693
	3,282,000	@@,C	Telefonica Emisones SAU, 5.855%, due 02/04/13		3,462,471
	2,007,000	@@,C	Telefonica Emisones SAU, 5.877%, due 07/15/19		2,073,113
	2,441,000	@@,C	Telefonica Emisones SAU, 6.421%, due 06/20/16		2,613,613
	6,631,000	C	Verizon Communications, Inc., 7.350%, due 04/01/39		7,248,426
	6,060,000	C	Verizon Communications, Inc., 8.950%, due 03/01/39		7,675,844
	708,000	#,C	Verizon Wireless, 8.500%, due 11/15/18		847,545
	12,280,000	#,C	Verizon Wireless Capital LLC, 5.550%, due 02/01/14		13,049,944
					84,080,075
			Transportation: 0.8%
	5,315,000	C	CSX Corp., 6.250%, due 04/01/15		5,501,493
	7,491,000	C	CSX Corp., 7.450%, due 04/01/38		8,136,245
	5,856,000	C	Union Pacific Corp., 5.125%, due 02/15/14		6,059,215
	4,222,000	C	Union Pacific Corp., 5.700%, due 08/15/18		4,238,077
					23,935,030
Total Corporate Bonds/Notes (Cost $858,812,878)					861,073,647

See Accompanying Notes to Financial Statements
76

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS: 38.5%
			Federal Home Loan Mortgage Corporation##: 10.6%
$	14,960,021	S	0.669%, due 05/15/33	$	14,265,974
	3,697,737	S	1.206%, due 04/15/32		3,642,836
	1,040,354	S	4.969%, due 04/01/35		1,080,006
	82,511,000	W	5.000%, due 08/15/33		83,581,085
	1,631,319	S	5.000%, due 05/01/28		1,674,980
	7,331,914	S,^	5.000%, due 05/15/17		468,259
	63,302,723	S	5.000%, due 08/15/16- 02/15/35		65,959,297
	61,700	S	5.078%, due 11/01/35		63,621
	88,440,343	S	5.500%, due 08/15/20- 02/15/34		91,834,717
	79,798	S	5.699%, due 03/01/36		82,580
	167,832	S	5.855%, due 12/01/37		175,925
	12,514,067	S	6.000%, due 02/01/29- 02/01/36		13,154,044
	12,401,516	S	6.000%, due 01/15/29		13,225,770
	7,600,000	W	6.500%, due 08/15/34		8,050,064
	1,178,242	S	7.000%, due 09/01/26- 11/01/31		1,279,187
	418,352	S	7.500%, due 11/01/28		456,679
					298,995,024
			Federal National Mortgage Association##: 22.0%
	503,420	S	0.454, due 04/25/35		461,195
	337,153	S	0.664%, due 08/25/33		331,390
	2,061,153	S	0.772%, due 07/25/36		1,987,783
	9,941,000	W	4.000%, due 02/25/39		9,639,663
	52,608,000	W	4.500%, due 07/25/18- 07/15/35		52,607,670
	1,169,759	S	4.982%, due 04/01/35		1,208,422
	28,194,531	S	5.000%, due 02/25/29- 07/01/36		29,021,612
	34,159,043		5.000%, due 07/01/37		34,938,293
	1,370,367	S	5.027%, due 07/01/35		1,429,725
	861,660	S	5.224%, due 08/01/35		897,583
	192,829,000	W	5.500%, due 07/15/34		199,065,861
	26,132,993	S	5.500%, due 11/01/16- 01/01/39		27,117,582
	108,370,000	W	6.000%, due 07/01/37		113,263,556
	6,837,286	S,^	6.000%, due 08/25/33		1,119,606
	41,362,028	S	6.000%, due 06/01/16- 08/01/38		43,599,698
	4,100,000	W	6.000%, due 04/15/38		4,278,735
	14,642,953	S,^	6.276%, due 06/25/36		1,427,729
	57,218,000	W	6.500%, due 08/01/39		60,695,824
	6,403,615	S	6.500%, due 01/01/23- 09/01/37		6,836,162
	11,546,628	S	7.000%, due 08/01/25- 04/01/38		12,577,351
	241,975	S	7.500%, due 11/01/29- 09/01/31		264,229
	1,221,680	S	7.500%, due 01/25/48		1,318,172
	155,291	S	10.000%, due 02/25/19		177,405
	6,174,926	S	14.716%, due 03/25/38		6,709,485
	587,099	S	27.345%, due 02/25/34		722,507
	8,796,137	S	27.945%, due 03/25/35		10,944,844
					622,642,082

Principal Amount				Value
			Government National Mortgage Association: 5.9%
$	46,045	S	4.125%, due 12/20/29	$	46,753
	45,400,000	W	4.500%, due 07/01/39		45,329,085
	7,594,067	S	4.500%, due 04/15/39		7,598,517
	26,000,000	W	5.000%, due 08/01/33		26,402,194
	67,923	S	5.375%, due 04/20/28		70,070
	17,772,000	W	5.500%, due 07/15/33		18,352,362
	9,445,571	S	5.500%, due 09/15/38		9,772,476
	6,008,965		5.500%, due 03/20/39		6,200,985
	65,828,245	S,^	5.885%, due 04/20/39		4,987,477
	907,000	S	6.000%, due 10/15/38		946,079
	42,203,000	W	6.000%, due 07/15/33		43,963,667
	10,389,956	S,^	6.182%, due 05/16/38		1,064,211
	1,909,344	S	6.500%, due 01/15/29- 01/15/32		2,060,245
	601,902	S	7.000%, due 04/15/26- 05/15/32		655,709
	1,034,037	S	7.500%, due 04/15/22- 06/15/32		1,132,375
					168,582,205
Total U.S. Government Agency Obligations (Cost $1,077,919,514)					1,090,219,311
U.S. TREASURY OBLIGATIONS: 26.0%
			U.S. Treasury Bonds: 2.7%
	87,993,000	S	3.500%, due 02/15/39		76,114,209
					76,114,209
			U.S. Treasury Notes: 23.3%
	9,210,000	L	0.875%, due 05/31/11		9,179,819
	2,600,000		1.125%, due 06/30/11		2,600,813
	175,155,000	L	1.875%, due 06/15/12		176,483,200
	258,800,000	L	2.250%, due 05/31/14		255,402,732
	186,985,000		2.625%, due 06/30/14- 04/30/16		187,685,680
	29,324,000	L	3.125%, due 05/15/19		28,371,058
					659,723,302
Total U.S. Treasury Obligations (Cost $730,523,491)					735,837,511
ASSET-BACKED SECURITIES: 1.7%
			Automobile Asset-Backed Securities: 0.4%
	4,887,000	S	Honda Auto Receivables Owner Trust, 4.880%, due 09/18/14		5,110,731
	3,246,000	S	Nissan Auto Receivables Owner Trust, 2.940%, due 07/15/11		3,268,868
	2,017,500	S	Nissan Auto Receivables Owner Trust, 4.280%, due 06/16/14		2,061,462
	1,473,000	S	Nissan Auto Receivables Owner Trust, 4.460%, due 04/16/12		1,514,707
					11,955,768

See Accompanying Notes to Financial Statements
77

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
			Home Equity Asset-Backed Securities: 0.6%
$	1,253,000	S	GMAC Mortgage Corp. Loan Trust, 6.249%, due 12/25/37	$	337,900
	6,784,991	S	GSAA Trust, 5.242%, due 06/25/34		6,259,645
	3,328,000	#,S	Irwin Home Equity, 5.960%, due 08/25/37		743,199
	350,262	S	Merrill Lynch Mortgage Investors Trust, 0.674%, due 07/25/34		187,296
	2,468,056	S	Morgan Stanley Capital, Inc., 1.514%, due 06/25/33		1,402,361
	197,897	S	Renaissance Home Equity Loan Trust, 4.456%, due 05/25/35		192,083
	3,074,761	S	Residential Funding Mortgage Securities II, Inc., 5.890%, due 05/25/37		2,592,355
	4,000,000	S	Specialty Underwriting & Residential Finance, 0.514%, due 12/25/36		2,879,768
	812,362	S	Wells Fargo Home Equity Trust, 3.970%, due 05/25/34		782,308
	500,000	S	Wells Fargo Home Equity Trust, 4.430%, due 05/25/34		457,430
					15,834,345
			Other Asset-Backed Securities: 0.7%
	261,482	S	Amortizing Residential Collateral Trust, 0.564%, due 05/25/32		140,587
	2,854,217	S	Bear Stearns Asset-Backed Securities, Inc., 0.694%, due 06/25/36		1,407,516
	1,087,413	S	Bear Stearns Asset-Backed Securities, Inc., 0.714%, due 07/25/36		238,245
	579,693	S	CenterPoint Energy Transition Bond Co., LLC, 4.192%, due 02/01/20		588,271
	401,922	S	Chase Funding Mortgage Loan Asset-Backed Certificates, 0.914%, due 07/25/33		314,331
	16,193	S	Chase Funding Mortgage Loan Asset-Backed Certificates, 4.045%, due 05/25/33		15,163
	85,000	S	Countrywide Asset-Backed Certificates, 5.689%, due 10/25/46		37,032
	4,956,389	S	Credit-Based Asset Servicing and Securitization, LLC, 4.831%, due 08/25/35		4,144,663
	2,389,131	S	Credit-Based Asset Servicing and Securitization, LLC, 5.501%, due 12/25/36		1,638,601

Principal Amount				Value
$	3,360,000	#,S	Credit-Based Asset Servicing and Securitization, LLC, 5.746%, due 12/25/37	$	2,439,502
	2,876,000	#,S	Credit-Based Asset Servicing and Securitization, LLC, 6.020%, due 12/25/37		1,702,634
	2,527,211	S	Equity One, Inc., 5.050%, due 09/25/33		1,780,005
	2,159,777	S	First Horizon Asset Back Trust, 0.444%, due 09/25/29		1,084,031
	6,265,000	S	Hudson Mezzanine Funding, 1.314%, due 06/12/42		—
	2,015,962	S	Lehman XS Trust, 0.594%, due 08/25/35		921,297
	804,129	S	Merrill Lynch Mortgage Investors Trust, 0.494%, due 09/25/36		168,108
	899,485	S	Merrill Lynch Mortgage Investors Trust, 5.609%, due 03/25/37		417,695
	23,498	S	Popular Mortgage Pass-through Trust, 4.000%, due 12/25/34		22,783
	45,890	S	Residential Asset Mortgage Products, Inc., 0.934%, due 06/25/33		27,795
	2,233,348	S	Structured Asset Securities Corp., 4.910%, due 06/25/33		1,884,964
					18,973,223
Total Asset-Backed Securities (Cost $68,317,131)					46,763,336
COLLATERALIZED MORTGAGE OBLIGATIONS: 11.6%
	735,193	C,S	American Home Mortgage Assets, 2.130%, due 02/25/47		117,040
	8,557,544	C,S	American Home Mortgage Assets, 2.260%, due 11/25/46		2,860,253
	4,235,287	C,S	American Home Mortgage Assets, 2.340%, due 09/25/46		768,414
	4,356,617	C,S	American Home Mortgage Investment Trust, 0.604%, due 11/25/45		1,926,045
	14,849,531	C,S	American Home Mortgage Investment Trust, 0.694%, due 11/25/45		3,486,530
	8,094,715	C,S	Banc of America Alternative Loan Trust, 6.243%, due 11/25/21		5,915,722
	1,855,323	C,S	Banc of America Commercial Mortgage, Inc., 4.772%, due 07/11/43		1,890,016

See Accompanying Notes to Financial Statements
78

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	10,112,233	C,S	Banc of America Funding Corp., 5.258%, due 09/20/35	$	5,522,964
	4,744,910	C,S	Banc of America Funding Corp., 5.750%, due 09/20/34		4,209,178
	5,106,187	C,S	Banc of America Mortgage Securities, Inc., 5.145%, due 09/25/35		4,081,151
	1,953,296	C,S	Banc of America Mortgage Securities, Inc., 5.500%, due 11/25/33		1,754,493
	2,834,877	C,S	Banc of America Mortgage Securities, Inc., 5.500%, due 06/25/35		2,604,150
	1,110,016	C,S	Bear Stearns Alternative-A Trust, 0.634%, due 07/25/34		557,296
	300,341	C,S	Bear Stearns Commercial Mortgage Securities, 5.415%, due 04/12/38		303,117
	2,142,271	C,S	Bear Stearns Commercial Mortgage Securities, 7.780%, due 02/15/32		2,159,135
	1,253,333	C,S	Chase Manhattan Bank-First Union National Bank, 7.439%, due 08/15/31		1,251,043
	9,642,525	C,S	Chase Mortgage Finance Corp., 5.407%, due 12/25/35		7,521,129
	5,075,080	C,S	Chase Mortgage Finance Corp., 5.500%, due 11/25/35		4,687,959
	1,564,221	C,S	Citicorp Mortgage Securities, Inc., 5.500%, due 02/25/22		1,247,230
	5,915,000	C,S	Citigroup Commercial Mortgage Trust, 5.888%, due 12/10/49		4,693,028
	4,523,000	#,C,S	Citigroup Mortgage Loan Trust, Inc., 5.466%, due 11/19/35		4,127,238
	1,736,375	C,S	Commercial Mortgage Pass-through Certificates, 6.010%, due 12/10/49		1,384,785
	2,217,480	C,S	Countrywide Alternative Loan Trust, 0.554%, due 11/25/46		592,759
	7,158,975	C,S	Countrywide Alternative Loan Trust, 1.398%, due 11/25/46		1,251,828
	3,366,448	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 0.634%, due 04/25/35		497,723
	10,564,010	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.000%, due 04/25/35		8,523,412
	3,876,360	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.250%, due 10/25/35		2,634,358

Principal Amount				Value
$	12,328,841	C,S	Countrywide Home Loan Mortgage Pass-through Trust, 5.500%, due 10/25/35	$	9,525,683
	1,191,800	C,S	Credit Suisse First Boston Mortgage Securities Corp., 3.727%, due 03/15/35		1,158,355
	811,634	C,S	Credit Suisse First Boston Mortgage Securities Corp., 3.819%, due 05/15/36		776,838
	1,000,000	C,S	Credit Suisse First Boston Mortgage Securities Corp., 4.801%, due 03/15/36		942,977
	1,133,191	C,S	Credit Suisse First Boston Mortgage Securities Corp., 5.000%, due 08/25/20		1,003,687
	3,369,283	C,S	Credit Suisse Mortgage Capital Certificates, 7.000%, due 08/25/36		1,639,929
	3,000,000	S	Fannie Mae, 5.000%, due 05/25/32		3,118,094
	2,888,066	C,S	First Horizon Mortgage Pass-through Trust, 5.500%, due 12/25/35		2,549,663
	3,270,237	C,S	First Union National Bank Commercial Mortgage, 6.663%, due 01/12/43		3,369,195
	500,000	C,S	GE Capital Commercial Mortgage Corp., 4.371%, due 01/10/38		494,863
	578,019	C,S	GE Capital Commercial Mortgage Corp., 5.560%, due 06/10/38		593,712
	2,820,000	C,S	GE Capital Commercial Mortgage Corp., 6.531%, due 05/15/33		2,903,878
	2,512,562	C,S	GMAC Commercial Mortgage Securities, Inc., 5.785%, due 11/15/39		2,534,449
	3,058,787	C,S	GMAC Mortgage Corp. Loan Trust, 4.587%, due 10/19/33		2,726,159
	6,521,106	C,S	GMAC Mortgage Corp. Loan Trust, 5.261%, due 03/18/35		5,717,778
	4,326,441	C,S	GMAC Mortgage Corp. Loan Trust, 5.466%, due 11/19/35		3,240,014
	159,239	C,S	GMAC Mortgage Corp. Loan Trust, 5.500%, due 09/25/34		159,712
	11,090,000	C,S	Greenwich Capital Commercial Funding Corp., 5.444%, due 03/10/39		8,869,158
	1,118,083	S	GSMPS Mortgage Loan Trust, 0.872%, due 01/25/35		725,962

See Accompanying Notes to Financial Statements
79

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	2,614,509	C,S	GSR Mortgage Loan Trust, 5.500%, due 07/25/35	$	2,481,880
	908,901	C,S	Harborview Mortgage Loan Trust, 0.663%, due 01/19/35		399,819
	607,944	C,S	Homebanc Mortgage Trust, 1.174%, due 08/25/29		311,878
	15,000,000	C,S	JPMorgan Alternative Loan Trust, 0.484%, due 08/25/36		6,222,476
	914,452	C,S	JPMorgan Alternative Loan Trust, 5.506%, due 01/25/36		599,427
	465,498	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.200%, due 07/12/35		465,678
	3,280,964	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 4.275%, due 01/12/37		3,195,926
	386,938	C,S	JPMorgan Chase Commercial Mortgage Securities Corp., 6.023%, due 04/15/45		392,878
	12,088,699	C,S	JPMorgan Mortgage Trust, 5.397%, due 11/25/35		9,976,366
	509,000	C,S	LB-UBS Commercial Mortgage Trust, 4.310%, due 02/15/30		499,371
	1,717,000	C,S	LB-UBS Commercial Mortgage Trust, 4.510%, due 12/15/29		1,520,458
	5,920,000	C,S	LB-UBS Commercial Mortgage Trust, 5.372%, due 09/15/39		4,815,216
	2,075,000	C,S	LB-UBS Commercial Mortgage Trust, 5.594%, due 06/15/31		2,085,522
	705,000	C,S	LB-UBS Commercial Mortgage Trust, 6.080%, due 06/15/38		592,151
	3,275,000	C,S	LB-UBS Commercial Mortgage Trust, 6.317%, due 04/15/41		2,525,349
	10,000,000	C,S	LB-UBS Commercial Mortgage Trust, 6.365%, due 12/15/28		10,231,184
	11,162,795	C,S	LB-UBS Commercial Mortgage Trust, 7.370%, due 08/15/26		11,431,886
	4,674,772	C	Lehman Mortgage Trust, 5.000%, due 12/25/35		4,256,469
	2,888,127	C,S	Luminent Mortgage Trust, 0.514%, due 10/25/46		1,191,007
	332,249	C,S	MASTR Adjustable Rate Mortgages Trust, 2.080%, due 01/25/47		84,335
	63,239	C,S	MASTR Alternative Loans Trust, 6.500%, due 05/25/33		54,739

Principal Amount				Value
$	512,275	C,S	MASTR Alternative Loans Trust, 8.500%, due 05/25/33	$	481,679
	1,316,207	C,S	MASTR Asset Securitization Trust, 5.500%, due 06/25/33		1,214,639
	3,494,576	#,C,S	MASTR Reperforming Loan Trust, 0.674%, due 07/25/35		2,931,611
	861,318	C,S	MLCC Mortgage Investors, Inc., 0.544%, due 04/25/29		648,142
	408,692	C,S	MLCC Mortgage Investors, Inc., 0.634%, due 01/25/29		322,103
	7,280,000	C,S	Morgan Stanley Capital I, 5.283%, due 12/15/43		6,950,571
	1,646,523	C,S	Morgan Stanley Dean Witter Capital I, 4.180%, due 03/12/35		1,595,896
	60,697	C,S	MortgageIT Trust, 0.684%, due 11/25/35		10,353
	3,764,000	C,S	New York Mortgage Trust, Inc., 5.658%, due 05/25/36		2,441,647
	1,804,000	C,S	Nomura Asset Securities Corp., 6.690%, due 03/15/30		1,918,930
	1,540,500	C,S	Prime Mortgage Trust, 0.814%, due 02/25/35		879,187
	1,808,896	C,S	Prudential Commercial Mortgage Trust, 3.669%, due 02/11/36		1,781,920
	10,763,685	C,S	RAAC Series, 5.250%, due 09/25/34		10,230,253
	1,500,592	C,S	Residential Accredit Loans, Inc., 0.544%, due 05/25/46		264,605
	4,200,801	C,S	Residential Accredit Loans, Inc., 0.554%, due 04/25/46		728,947
	15,199,610	C,S	Residential Accredit Loans, Inc., 5.500%, due 05/25/34		8,950,609
	889,830	C,S	Residential Funding Mortgage Securities I, 0.764%, due 05/25/33		649,263
	586,479	C,S	Sequoia Mortgage Trust, 0.585%, due 01/20/35		326,672
	717,434	C,S	Structured Adjustable Rate Mortgage Loan Trust, 0.624%, due 07/25/35		315,472
	1,131,434	C,S	Structured Asset Mortgage Investments, Inc., 0.553%, due 04/19/35		571,121
	5,402,224	C,S	Structured Asset Mortgage Investments, Inc., 3.763%, due 12/27/35		1,968,062
	1,036,532	C,S	Structured Asset Securities Corp., 5.500%, due 07/25/33		910,927
	1,655,170	C,S	Thornburg Mortgage Securities Trust, 0.664%, due 12/25/33		1,268,449

See Accompanying Notes to Financial Statements
80

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	1,728,536	C,S	Thornburg Mortgage Securities Trust, 0.684%, due 09/25/44	$	1,395,558
	1,415,000	C,S	TIAA Seasoned Commercial Mortgage Trust, 6.095%, due 08/15/39		1,326,865
	5,970,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.083%, due 03/15/42		5,150,496
	8,900,000	C,S	Wachovia Bank Commercial Mortgage Trust, 5.308%, due 11/15/48		6,821,337
	2,801,956	C,S	Wachovia Bank Commercial Mortgage Trust, 5.506%, due 03/15/45		2,797,082
	7,034,153	C,S	Washington Mutual Mortgage Pass-through Certificates, 0.604%, due 09/25/46		1,105,074
	823,287	C,S	Washington Mutual Mortgage Pass-through Certificates, 0.624%, due 01/25/45		383,897
	1,062,603	C,S	Washington Mutual Mortgage Pass-through Certificates, 0.634%, due 08/25/45		577,981
	1,543,666	C,S	Washington Mutual Mortgage Pass-through Certificates, 0.714%, due 08/25/45		513,297
	792,668	C,S	Washington Mutual Mortgage Pass-through Certificates, 0.733%, due 06/25/44		425,450
	6,826,774	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.040%, due 03/25/47		2,292,567
	12,232,111	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.080%, due 01/25/47		4,309,765
	4,998,906	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.090%, due 06/25/47		868,292
	8,285,376	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.100%, due 04/25/47		1,616,551
	12,013,796	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.110%, due 04/25/47		4,912,717
	4,372,193	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.110%, due 05/25/47		1,226,215
	685,543	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.150%, due 12/25/46		135,629

Principal Amount				Value
$	4,559,247	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.150%, due 07/25/47	$	1,706,916
	10,794,463	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.150%, due 07/25/47		2,029,840
	7,195,137	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.180%, due 11/25/46		2,550,369
	1,344,885	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.180%, due 11/25/46		328,974
	3,889,371	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.300%, due 09/25/46		1,412,701
	5,929,855	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.310%, due 05/25/46		1,010,334
	763,719	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.310%, due 06/25/46		271,699
	9,006,593	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.330%, due 06/25/46		3,222,372
	1,568,492	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.840%, due 11/25/46		345,068
	1,382,814	C,S	Washington Mutual Mortgage Pass-through Certificates, 2.880%, due 10/25/46		620,503
	3,072,265	C,S	Washington Mutual Mortgage Pass-through Certificates, 6.000%, due 06/25/34		2,755,253
	8,712,000	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.775%, due 07/25/34		7,908,450
	3,264,864	C,S	Wells Fargo Mortgage-Backed Securities Trust, 4.878%, due 08/25/34		2,948,433
	4,991,103	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.000%, due 12/25/33		4,341,497
	11,215,580	#,C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.317%, due 06/26/35		9,196,776
	9,091,879	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.388%, due 08/25/35		6,905,325

See Accompanying Notes to Financial Statements
81

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COLLATERALIZED MORTGAGE OBLIGATIONS (continued)
$	6,498,247	C,S	Wells Fargo Mortgage-Backed Securities Trust, 5.921%, due 11/25/36	$	4,301,046
Total Collateralized Mortgage Obligations (Cost $467,957,798)					327,027,504
OTHER BONDS: 1.9%
			Foreign Government Bonds: 1.9%
BRL	123,511,000		Brazil Notas do Tesouro Nacional Series F, 10.000%, due 01/01/17		55,031,573
Total Other Bonds (Cost $52,694,129)					55,031,573
Shares				Value
PREFERRED STOCK: 0.2%
			Diversified Financial Services: 0.2%
	8,933	#,P	Zurich RegCaPS Funding Trust	$	5,412,840
Total Preferred Stock (Cost $8,486,350)					5,412,840
Total Long-Term Investments (Cost $3,264,711,291)					3,121,365,722
SHORT-TERM INVESTMENTS: 32.0%
			Affiliated Mutual Fund: 2.7%
	76,799,000	S	ING Institutional Prime Money Market Fund - Class I		76,799,000
Total Mutual Fund (Cost $76,799,000)					76,799,000
Principal Amount				Value
			Commercial Paper: 10.3%
$	6,000,000	S	ASB Finance Ltd., 0.550%, due 07/15/09	$	5,998,628
	25,000,000		Barton Capital, 0.260%, due 07/15/09		24,997,292
	23,100,000		Caisse Nationale des Caisses d' Epargne, 0.440%, due 09/16/09		23,076,438
	15,000,000	S	Caisse Nationale des Caisses d' Epargne, 0.600%, due 07/01/09		14,999,712
	733,000	S	Ciesco L.P., 0.390%, due 08/19/09		732,363
	10,894,000	S	General Mills, Inc., 0.400%, due 07/21/09		10,891,458
	4,000,000	S	General Mills, Inc., 0.450%, due 07/10/09		3,999,500
	25,000,000		HSBC Finance Corp., 0.480%, due 07/27/09		24,991,000
	7,355,000		Kellogg Co., 0.300%, due 07/13/09		7,354,203

Principal Amount				Value
$	12,000,000		Kellogg Co., 0.400%, due 07/06/09	$	11,999,200
	8,000,000	S	Kellogg Co., 0.400%, due 07/09/09		7,999,200
	12,465,000	S	Louis Drefus Corp., 0.420%, due 09/01/09		12,455,901
	4,750,000	S	Louis Drefus Corp., 0.450%, due 07/06/09		4,749,644
	26,750,000	S	Louis Drefus Corp., 0.460%, due 09/21/09		26,721,378
	10,500,000	S	Natixis Finance, 0.600%, due 10/13/09		10,481,625
	20,000,000	S	Natixis Finance, 0.520%, due 08/03/09		20,010,366
	25,000,000		Verizon Communications, Inc., 0.320%, due 07/16/09		24,996,445
	25,500,000		Weatherford International Ltd., 0.450%, due 07/01/09		25,499,681
	29,500,000	S	Westpac Banking Corp., 0.570%, due 09/14/09		29,478,759
Total Commercial Paper (Cost $291,399,089)					291,432,793
			U.S. Treasury Bills: 0.2%
	7,000,000		0.160%, due 09/24/09		6,997,270
Total U.S. Treasury Bills (Cost $6,980,109)					6,997,270
			Securities Lending Collateralcc: 18.8%

	533,761,298	Bank of New York Mellon Corp. Institutional Cash Reserves		531,919,786
Total Securities Lending Collateral (Cost $533,761,298)			531,919,786
Total Short-Term Investments (Cost $908,939,496)			907,148,849

Total Investments in Securities (Cost $4,173,650,787)*	142.3	%	$	4,028,514,571
Other Assets and Liabilities - Net	(42.3	)		(1,198,453,986	)
Net Assets	100.0	%	$	2,830,060,585

@@  Foreign Issuer

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.

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

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

See Accompanying Notes to Financial Statements
82

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

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

I  Illiquid security

L  Loaned security, a portion or all of the security is on loan at June 30, 2009.

±  Defaulted security

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

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

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

BRL  Brazilian Real

*  Cost for federal income tax purposes is $4,182,902,191.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	72,644,268
Gross Unrealized Depreciation		(227,031,888	)
Net Unrealized Depreciation	$	(154,387,620	)

Fair Value Measurements*

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Preferred Stock	$	—		$	5,412,840		$	—
Corporate Bonds/Notes		—			859,981,585			1,092,062
U.S. Government Agency Obligations		—			1,090,219,311			—
U.S. Treasury Obligations		—			735,837,511			—
Asset-Backed Securities		—			46,763,336			—
Collateralized Mortgage Obligations		—			317,485,660			9,541,844
Foreign Government Bonds		—			—			55,031,573
Short-Term Investments		76,799,000			830,349,849			—
Total	$	76,799,000		$	3,886,050,092		$	65,665,479
Other Financial Instruments**		(1,892,937	)		(4,334,985	)		—
Total	$	(1,892,937	)	$	(4,334,985	)	$	—

The following is a reconciliation of the fair value measurements using significant unobservable inputs (Level 3) for the period ended June 30, 2009:

	Beginning Balance 12/31/08		Net Purchases/ (Sales)			Accrued Discounts/ (Premiums)			Total Realized Gain/(Loss)			Total Unrealized Appreciation/ (Depreciation)		Net Transfers In/(Out) of Level 3			Ending Balance at 06/30/09
Corporate Bonds/Notes	$	13,813,319	$	(10,954,200	)	$	(103,062	)	$	(4,970,645	)	$	3,306,650	$	—		$	1,092,062
Collateralized Mortgage Obligations		9,310,838		957,496			(26,108	)		(1,763,600	)		1,063,218		—			9,541,844
Foreign Government Bonds		21,291,606		38,804,508			(824,133	)		(18,395,608	)		21,531,775		(7,376,575	)		55,031,573
Total	$	44,415,763	$	28,807,804		$	(953,303	)	$	(25,129,853	)	$	25,901,643	$	(7,376,575	)	$	65,665,479

For the period ended June 30, 2009, total change in unrealized gain (loss) on Level 3 securities still held at period end and included in the change in net assets was $4,795,538. Total unrealized gain (loss) for all securities (including Level 1 and Level 2) can be found on the accompanying Statement of Operations.

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

*  See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

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

ING Intermediate Bond Portfolio Open Futures Contracts on June 30, 2009:

Contract Description	Number of Contracts		Expiration Date	Unrealized Depreciation
Long Contracts
U.S. Treasury 2-Year Note		7	09/30/09	$	(2,314	)
				$	(2,314	)
Short Contracts
U.S. Treasury 10-Year Note		542	09/21/09	$	(208,842	)
U.S. Treasury Long Bond		611	09/21/09		(1,681,781	)
				$	(1,890,623	)

See Accompanying Notes to Financial Statements
83

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

ING Intermediate Bond Portfolio Credit Default Swap Agreements Outstanding on June 30, 2009:

Credit Default Swaps on Corporate and Sovereign Issues — Buy Protection⁽¹⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)			Termination Date	Notional Amount(2)		Market Value(3)			Upfront Premium Paid/ (Received)		Unrealized Appreciation/ (Depreciation)
Morgan Stanley Capital Services Inc.	Domtar Inc. 7.875%, 10/15/11	Buy		(2.650	)	09/20/11	USD	2,758,500	$	223,041		$	—	$	223,041
Goldman Sachs International	Dow Chemical Co. 7.375%, 11/01/29	Buy		(1.280	)	12/20/13	USD	9,850,000		474,691			—		474,691
Barclays Bank PLC	Gap Inc. 8.800%, 12/15/08*	Buy		(1.200	)	06/20/13	USD	3,711,000		(117,644	)		—		(117,644	)
Citibank N.A., New York	MBIA Inc. 6.625%, 10/01/28	Buy		(5.000	)	09/20/13	USD	1,710,000		475,193			488,300		(13,107	)
Citibank N.A., New York	MBIA Inc. 6.625%, 10/01/28	Buy		(5.000	)	09/20/13	USD	3,460,000		961,503			948,254		13,249
JPMorgan Chase Bank, N.A. New York	MBIA Inc. 6.625%, 10/01/28	Buy		(5.000	)	09/20/13	USD	13,751,000		3,821,278			2,050,901		1,770,377
							$	35,240,500	$	5,838,062		$	3,487,455	$	2,350,607

Credit Default Swaps on Corporate and Sovereign Issues — Sell Protection⁽⁴⁾

Counterparty	Reference Entity/Obligation	Buy/Sell Protection	(Pay)/ Receive Fixed Rate (%)		Termination Date	Implied Credit Spread at 06/30/09(%)(5)		Notional Amount(2)		Market Value(3)			Upfront Premium Paid/ (Received)			Unrealized Appreciation/ (Depreciation)
UBS AG	Domtar Inc. 7.875%, 10/15/11	Sell		2.600	09/20/11		6.71	USD	2,761,000	$	(225,993	)	$	—		$	(225,993	)
Citibank N.A., New York	MBIA Global Funding LLC, FRN, 10/06/10	Sell		5.000	09/20/13		43.87	USD	1,710,000		(1,098,874	)		(543,320	)		(555,554	)
Citibank N.A., New York	MBIA Global Funding LLC, FRN, 10/06/10	Sell		5.000	09/20/13		43.87	USD	3,460,000		(2,223,451	)		(1,199,261	)		(1,024,190	)
Goldman Sachs International	MBIA Global Funding LLC, FRN, 10/06/10	Sell		5.000	09/20/13		43.87	USD	3,435,000		(2,207,386	)		(1,077,590	)		(1,129,796	)
JPMorgan Chase Bank, N.A. New York	MBIA Global Funding LLC, FRN, 10/06/10	Sell		5.000	09/20/13		43.87	USD	6,874,000		(4,417,342	)		(1,082,184	)		(3,335,158	)
								$	18,240,000	$	(10,173,047	)	$	(3,902,356	)	$	(6,270,691	)

*  In the event of a default, if this bond is no longer available an equivalent bond will be delivered.

(1)  If a Fund is a buyer of protection and a credit event occurs, as defined under the terms of that paticular swap agreement, a Fund will either 1.) receive from the seller of protection an amount equal to the notional amount of the swap and deliver the referenced obligation, other deliverable obligations or underlying securities comprising the referenced index or 2.) receive a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising the referenced index.

(2)  The maximum amount of future payments (undiscounted) that a Fund as seller of protection could be required to make or receive as a buyer of credit protection under a credit default swap agreement would be an amount equal to the notional amount of the agreement.

(3)  The market values for credit default swap agreements serve as an indicator of the current status of the payment/performance risk and represent the likelihood or risk of default for the credit derivative. Increasing market values, in absolute terms, when compared to the notional amount of the agreement, represent a deterioration of the referenced obligation's credit soundness and a greater likelihood or risk of default or other credit event occurring.

(4)  If the Fund is a seller of protection, and a credit event occurs, as defined under the terms of that particular swap agreement, the Fund will generally either 1.) Pay to the buyer an amount equal to the notional amount of the swap and take delivery of the referenced obligation, other deliverable obligations, or underlying securities comprising a referenced index or 2.) Pay a net settlement amount in the form of cash or securities equal to the notional amount of the swap less the recovery value of the referenced obligation or underlying securities comprising a referenced index.

See Accompanying Notes to Financial Statements
84

PORTFOLIO OF INVESTMENTS
ING INTERMEDIATE BOND PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

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

A summary of derivative instruments by primary risk exposure is outlined in the following tables.

The fair value of derivative instruments as of June 30, 2009 was as follows:

Derivatives not accounted for as hedging instruments under SFAS No. 133	Location on Statement of Assets and Liabilities	Fair Value
Asset Derivatives
Credit contracts	Unrealized appreciation on swap agreements, net of upfront payments made	$	5,968,813
Total Asset Derivatives		$	5,968,813
Liability Derivatives
Credit contracts	Unrealized depreciation on swap agreements, net of upfront payments received	$	10,303,798
Total Liability Derivatives		$	10,303,798

The effect of derivative instruments on the Portfolio's Statement of Operations for the six months ended June 30, 2009 was as follows:

Amount of Realized Gain or (Loss) on Derivatives Recognized in Income

Derivatives not accounted for as hedging instruments under SFAS No. 133	Forward Foreign Currency Contracts			Futures		Swaps		Total
Foreign exchange contracts	$	(5,891,329	)	$	—	$	—	$	(5,891,329	)
Interest rate contracts		—			12,056,252		1,649,279		13,705,531
Credit contracts		—			—		29,464,416		29,464,416
Total	$	(5,891,329	)	$	12,056,252	$	31,113,695	$	37,278,618

Change in Unrealized Appreciation or (Depreciation) on Derivatives Recognized in Income

Derivatives not accounted for as hedging instruments under SFAS No. 133	Forward Foreign Currency Contracts		Futures		Swaps			Total
Foreign exchange contracts	$	2,296,570	$	—	$	—		$	2,296,570
Interest rate contracts		—		12,940,053		(1,803,696	)		11,136,357
Credit contracts		—		—		(39,724,211	)		(39,724,211	)
Total	$	2,296,570	$	12,940,053	$	(41,527,907	)	$	(26,291,284	)

See Accompanying Notes to Financial Statements
85

PORTFOLIO OF INVESTMENTS
ING MONEY MARKET PORTFOLIO⁽¹⁾AS OF JUNE 30, 2009 (UNAUDITED)

Principal Amount			Value
CERTIFICATES OF DEPOSIT: 2.6%
$	19,000,000	Svenska Handelsbanken AB, 0.570%, due 07/17/09	$	19,000,674
22,000,000 UBS AG, 0.280%, due 07/01/09				22,000,000
Total Certificates of Deposit (Cost $41,000,674)				41,000,674
COMMERCIAL PAPER: 59.4%
	5,500,000	American Honda Finance, 0.630%, due 08/25/09		5,494,615
	2,000,000	ANZ National Bank Ltd., 0.510%, due 09/14/09		1,997,833
	6,000,000	ASB Finance Ltd., 0.510%, due 09/21/09		5,992,893
	7,000,000	ASB Finance Ltd., 0.690%, due 09/15/09		6,989,656
	10,000,000	ASB Finance Ltd., 0.790%, due 10/22/09		9,974,889
	5,000,000	Barton Capital, LLC, 0.310%, due 07/06/09		4,999,743
	1,500,000	Barton Capital, LLC, 0.340%, due 07/07/09		1,499,900
	6,500,000	Barton Capital, LLC, 0.340%, due 08/18/09		6,496,967
	10,635,000	Barton Capital, LLC, 0.350%, due 08/10/09		10,630,819
	3,444,000	Barton Capital, LLC, 0.350%, due 09/09/09		3,441,656
	11,000,000	Barton Capital, LLC, 0.350%, due 09/17/09		10,991,658

Principal Amount			Value
$	17,000,000	Barton Capital, LLC, 0.440%, due 07/17/09	$	16,996,480
	4,000,000	Cafco, LLC, 0.340%, due 08/20/09		3,998,056
	16,500,000	Cafco, LLC, 0.370%, due 08/27/09		16,490,073
	7,000,000	Cafco, LLC, 0.470%, due 08/11/09		6,996,173
	25,000,000	Cafco, LLC, 0.740%, due 09/15/09		24,960,416
	10,500,000	Caisse Nationale des Caisses d'Epargne et de Prevoyance, 0.440%, due 09/16/09		10,489,894
	12,000,000	Caisse Nationale des Caisses d'Epargne et de Prevoyance, 0.470%, due 08/31/09		11,990,240
	3,000,000	Caisse Nationale des Caisses d'Epargne et de Prevoyance, 0.360%, due 07/01/09		3,000,000
	22,000,000	CBA Finance, Inc., 0.350%, due 09/30/09		21,980,535
	12,000,000	Ciesco, LLC, 0.380%, due 07/27/09		11,996,620
	8,500,000	Ciesco, LLC, 0.390%, due 08/19/09		8,495,372
	12,000,000	Ciesco, LLC, 0.440%, due 09/09/09		11,989,500
	25,000,000	Ciesco, LLC, 0.740%, due 09/14/09		24,960,937
	22,500,000	Concord Minutemen Capital Co., LLC, 1.770%, due 08/27/09		22,435,875
	32,000,000	Concord Minutemen Capital Co., LLC, 1.910%, due 10/22/09		31,807,147
	22,000,000	Crown Point Capital Co., 1.770%, due 08/26/09		21,938,400
	32,500,000	Crown Point Capital Co., 1.910%, due 10/21/09		32,305,866
	1,500,000	Danske Corp., 0.370%, due 09/08/09		1,498,908
	7,000,000	Danske Corp., 0.480%, due 07/29/09		6,997,278
	15,000,000	Danske Corp., 0.550%, due 12/18/09		14,961,042
	22,000,000	Dexia, 0.290%, due 07/06/09		21,998,931
	18,000,000	Edison Asset Securities, LLC, 0.540%, due 10/30/09		17,966,927
	16,750,000	Edison Asset Securities, LLC, 0.580%, due 09/21/09		16,728,065
	13,250,000	Edison Asset Securities, LLC, 0.680%, due 10/20/09		13,222,219
	7,000,000	Edison Asset Securities, LLC, 0.700%, due 10/21/09		6,984,756
	19,000,000	Jupiter Securities Co., LLC, 0.300%, due 07/13/09		18,997,910
	7,000,000	Jupiter Securities Co., LLC, 0.300%, due 08/25/09		6,996,685
	25,500,000	Jupiter Securities Co., LLC, 0.340%, due 07/23/09		25,494,610

See Accompanying Notes to Financial Statements
86

PORTFOLIO OF INVESTMENTS
ING MONEY MARKET PORTFOLIO⁽¹⁾AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
COMMERCIAL PAPER (continued)
$	4,000,000		Jupiter Securities Co., LLC, 0.360%, due 08/12/09	$	3,998,273
	22,000,000		KFW International Finance, Inc., 0.170%, due 07/07/09		21,999,267
	23,000,000		Natexis Banques Populaires US Finance Co, LLC, 0.510%, due 08/24/09		22,982,060
	4,000,000		Old Line Funding, LLC, 0.350%, due 09/02/09		3,997,480
	2,500,000		Old Line Funding, LLC, 0.370%, due 09/15/09		2,498,047
	1,000,000		Old Line Funding, LLC, 0.390%, due 08/13/09		999,522
	10,500,000		Old Line Funding, LLC, 0.400%, due 07/14/09		10,498,321
	28,000,000		Old Line Funding, LLC, 0.400%, due 10/15/09		27,966,198
	8,500,000		Old Line Funding, LLC, 0.450%, due 07/15/09		8,498,413
	5,500,000		Park Avenue Receivables, 0.240%, due 07/21/09		5,499,236
	4,500,000		Park Avenue Receivables, 0.270%, due 07/10/09		4,499,663
	13,500,000		Park Avenue Receivables, 0.270%, due 07/22/09		13,497,795
	9,000,000		Park Avenue Receivables, 0.340%, due 08/05/09		8,996,938
	10,000,000		Park Avenue Receivables, 0.360%, due 08/06/09		9,996,300
	10,000,000		Park Avenue Receivables, 0.370%, due 07/13/09		9,998,667
	5,000,000		Societe Generale, 0.440%, due 09/15/09		4,995,250
	6,000,000		Societe Generale, 0.710%, due 07/16/09		6,000,025
	12,500,000	@@,#	Societe Generale, 1.060%, due 09/04/09		12,500,000
	3,000,000		Thunder Bay Funding, LLC, 0.350%, due 09/10/09		2,997,929
	8,500,000		Thunder Bay Funding, LLC, 0.360%, due 09/08/09		8,494,135
	17,000,000		Thunder Bay Funding, LLC, 0.390%, due 07/07/09		16,998,725
	12,500,000		Thunder Bay Funding, LLC, 0.400%, due 10/19/09		12,484,722
	8,500,000		Thunder Bay Funding, LLC, 0.450%, due 07/15/09		8,498,413
	7,500,000		Thunder Bay Funding, LLC, 0.550%, due 10/08/09		7,488,656
	13,100,000		Toyota Motor Credit Corp., 0.660%, due 07/10/09		13,100,000
	2,000,000		Tulip Funding Corp., 0.260%, due 07/14/09		1,999,798
	12,000,000		Tulip Funding Corp., 0.270%, due 07/10/09		11,999,100
	28,000,000		Tulip Funding Corp., 0.280%, due 07/31/09		27,993,232
	19,000,000		Variable Funding Capital, 0.570%, due 08/25/09		18,983,164
	25,000,000		Variable Funding Capital, 0.960%, due 10/15/09		24,928,597
	12,000,000		Variable Funding Capital, 1.120%, due 08/10/09		11,984,667

Principal Amount				Value
$	14,000,000	@@,#	Westpac Banking Corp., 0.560%, due 07/03/09	$	14,000,000
	9,000,000		Westpac Banking Corp., 0.570%, due 09/14/09		8,989,125
	10,000,000		Windmill Funding Corp., 0.270%, due 07/31/09		9,997,667
	8,000,000		Yorktown Capital, LLC, 0.370%, due 09/21/09		7,992,893
	1,000,000		Yorktown Capital, LLC, 0.390%, due 08/10/09		999,556
	8,500,000		Yorktown Capital, LLC, 0.490%, due 08/03/09		8,496,104
	12,000,000		Yorktown Capital, LLC, 0.490%, due 09/10/09		11,988,167
	15,000,000		Yorktown Capital, LLC, 0.500%, due 10/09/09		14,979,167
12,000,000 Yorktown Capital, LLC, 0.500%, due 10/16/09					11,982,167
Total Commercial Paper (Cost $939,986,983)					939,986,983
CORPORATE BONDS/NOTES: 7.0%
	10,000,000		American Honda Finance, 0.200%, due 07/14/09		9,999,206
	7,500,000		American Honda Finance, 0.470%, due 09/16/09		7,492,300
	23,000,000	@@,#	Australia & New Zealand Banking Group Ltd., 0.890%, due 09/02/09		23,000,000
	11,000,000		BNP Paribas, 0.250%, due 07/29/09		11,000,000
	14,000,000	@@	BNP Paribas, 1.150%, due 08/13/09		14,000,000
	18,000,000		Rabobank USA Financial Corp., 0.070%, due 07/02/09		17,999,930
	3,300,000		Rabobank USA Financial Corp., 0.150%, due 07/13/09		3,299,825
25,000,000 US Bank NA, 0.760%, due 08/24/09					25,000,000
Total Corporate Bonds/Notes (Cost $111,791,261)					111,791,261
U.S. GOVERNMENT AGENCY OBLIGATIONS: 15.6%
	113,775,000		Federal Home Loan Bank, 0.700%, due 12/14/09		113,407,760
	4,000,000		Federal Home Loan Bank, 0.720%, due 08/07/09		4,008,028
	23,000,000		Federal Home Loan Bank, 0.800%, due 11/18/09		22,928,444
	3,000,000		Federal Home Loan Mortgage Corporation, 0.560%, due 08/10/09		2,998,100
	25,000,000	L	Federal Home Loan Mortgage Corporation, 0.710%, due 07/12/10		25,878,685
	5,500,000		Federal Home Loan Mortgage Corporation, 0.860%, due 01/05/10		5,475,299
	3,750,000		Federal Home Loan Mortgage Corporation, 0.880%, due 02/09/10		3,841,179
	48,222,000		Federal National Mortgage Association, 0.620%, due 12/01/09		48,093,827

See Accompanying Notes to Financial Statements
87

PORTFOLIO OF INVESTMENTS
ING MONEY MARKET PORTFOLIO⁽¹⁾AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Principal Amount				Value
U.S. GOVERNMENT AGENCY OBLIGATIONS (continued)
$	3,500,000		Federal National Mortgage Association, 0.690%, due 07/12/10	$3,583,004
	17,000,000	Federal National Mortgage Association, 1.330%, due 12/15/09			17,255,097
		Total U.S. Government Agency Obligations (Cost $247,469,423)			247,469,423
REPURCHASE AGREEMENT: 10.2%

	105,412,000	Goldman Sachs Repurchase Agreement dated 06/30/09, 0.040%, due 07/01/09, $296,310,138 to be received upon repurchase (Collateralized by $105,412,117 U.S. Treasury, Discount Notes, Market Value $108,574,366, due 05/15/26-02/15/36)	105,412,000
56,000,000Morgan Stanley Repurchase Agreement dated 06/30/09, 0.030%, due 07/01/09, $54,285,000 to be received upon repurchase (Collateralized by $56,000,047 Federal Home Loan Mortgage Corporation, 1.450%-6.875%, Market Value plus accrued interest $58,151,234, due 05/28/10-03/27/19)			56,000,000
Total Repurchase Agreement (Cost $161,412,000)			161,412,000
SECURITIES LENDING COLLATERALcc: 0.1%
1,077,010Bank of New York Mellon Corp. Institutional Cash Reserves			927,609
Total Securities Lending Collateral (Cost $1,077,010)			927,609

Total Investments in Securities (Cost $1,502,737,351)*	94.9	%	$	1,502,587,950
Other Assets and Liabilities - Net	5.1			80,682,988
Net Assets	100.0	%	$	1,583,270,938

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

@@  Foreign Issuer

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

cc  Securities purchased with cash collateral for securities loaned.

L  Loaned security, a portion or all of the security is on loan at June 30, 2009.

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

Net unrealized depreciation consists of:

Gross Unrealized Appreciation $ —

Gross Unrealized Depreciation		(149,401	)
Net Unrealized Depreciation	$	(149,401	)
Fair Value Measurements*

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Short-Term Investments	$	—	$	1,502,587,950	$	—
Total	$	—	$	1,502,587,950	$	—
Other Financial Instruments**		—		—		—
Total	$	—	$	—	$	—

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

Money market securities are valued using the amortized cost method, in accordance with rules under the 1940 Act. Generally, amortized cost approximates the market value of a security, but since the value is not obtained from a quoted price in an active market, such securities are reflected as Level 2.

*  See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

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

See Accompanying Notes to Financial Statements
88

ING BLACKROCK SCIENCE AND   PORTFOLIO OF INVESTMENTS
TECHNOLOGY OPPORTUNITIES PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED)

Shares					Value
COMMON STOCK: 98.6%
				Bermuda: 1.3%
	234,900	@		Marvell Technology Group Ltd.	$	2,734,236
						2,734,236
				Canada: 2.0%
	96,800	@		Celestica, Inc.		660,176
	33,400	@,L		Open Text Corp.		1,216,428
	35,500	@		Research In Motion Ltd.		2,522,275
						4,398,879
				China: 3.0%
	38,100	@		AsiaInfo Holdings, Inc.		655,701
	2,800	@		Baidu.com ADR		843,052
	20,200	@		Changyou.com Ltd. ADR		777,094
	23,000	@		Longtop Financial Technologies Ltd. ADR		564,880
	27,400	@		Netease.com ADR		963,932
	37,900	@,L		Perfect World Co., Ltd. ADR		1,083,940
	12,500	@,L		Shanda Interactive Entertainment Ltd. ADR		653,625
	31,000	@		Sina Corp.		913,880
						6,456,104
				Finland: 0.8%
	114,200	L		Nokia OYJ ADR		1,665,036
						1,665,036
				Germany: 0.5%
			26,800	SAP AG ADR		1,077,092
						1,077,092

Shares				Value
			Hong Kong: 0.5%
	191,500		ASM Pacific Technology	$	979,285
					979,285
			India: 0.1%
	15,900	@	Bharti Airtel Ltd.		265,790
					265,790
			Ireland: 0.2%
	12,900		Covidien PLC		482,976
					482,976
			Israel: 0.8%
	73,300	@	Check Point Software Technologies		1,720,351
					1,720,351
			Japan: 2.2%
	33,200		Canon, Inc.		1,084,445
	19,700	L	Disco Corp.		834,538
	90,700		Konica Minolta Holdings, Inc.		947,674
	19,200		Nidec Corp.		1,168,692
	2,300		Nintendo Co., Ltd.		636,536
					4,671,885
			Luxembourg: 0.5%
	19,300	@,L	Millicom International Cellular SA		1,085,818
					1,085,818
			Netherlands: 0.7%
	73,200		ASML Holding NV		1,584,780
					1,584,780
			Portugal: 0.5%
	117,600		Portugal Telecom SGPS SA		1,153,554
					1,153,554
			Russia: 0.7%
	123,600		Vimpel-Communications OAO ADR		1,454,772
					1,454,772
			South Korea: 0.5%
	2,400		Samsung Electronics Co., Ltd.		1,109,675
					1,109,675
			Switzerland: 0.7%
	13,600		Alcon, Inc.		1,579,232
					1,579,232
			Taiwan: 2.2%
	956,400		Advanced Semiconductor Engineering, Inc.		553,138
	293,152		Asustek Computer, Inc.		378,967
	118,100	L	AU Optronics Corp. ADR		1,143,208
	58,220		High Tech Computer Corp.		818,108
	128,300	L	Siliconware Precision Industries Co. ADR		795,460
	113,912		Taiwan Semiconductor Manufacturing Co., Ltd. ADR		1,071,912
					4,760,793

See Accompanying Notes to Financial Statements
89

ING BLACKROCK SCIENCE AND   PORTFOLIO OF INVESTMENTS
TECHNOLOGY OPPORTUNITIES PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Shares				Value
			United Kingdom: 0.4%
	458,600		ARM Holdings PLC	$	905,032
					905,032
			United States: 81.0%
	97,300	@	Adobe Systems, Inc.		2,753,591
	64,600	@	Agilent Technologies, Inc.		1,312,026
	62,900	@	Akamai Technologies, Inc.		1,206,422
	81,200		Altera Corp.		1,321,936
	34,300	@	American Tower Corp.		1,081,479
	19,300	@	Amgen, Inc.		1,021,742
	52,800		Amphenol Corp.		1,670,592
	75,700		Analog Devices, Inc.		1,875,846
	29,400	@	Anaren, Inc.		519,792
	81,800	@	Apple, Inc.		11,650,774
	437,100		Applied Materials, Inc.		4,794,987
	34,400	@	ArcSight, Inc.		611,288
	124,800	@	Ariba, Inc.		1,228,032
	36,700	@	Arrow Electronics, Inc.		779,508
	44,600		AT&T, Inc.		1,107,864
	47,500	@	Atheros Communications, Inc.		913,900
	40,100	@	ATMI, Inc.		622,753
	49,800	@	Autodesk, Inc.		945,204
	47,400		Automatic Data Processing, Inc.		1,679,856
	63,100	@	BMC Software, Inc.		2,132,149
	118,500	@	Boston Scientific Corp.		1,201,590
	164,700	@	Broadcom Corp.		4,082,913
	190,100	@	Brocade Communications Systems, Inc.		1,486,582
	87,800		CA, Inc.		1,530,354
	53,000	@	Cavium Networks, Inc.		890,930
	95,400	@,L	Ciena Corp.		987,390
	292,400	@	Cisco Systems, Inc.		5,450,336
	81,200	@	Citrix Systems, Inc.		2,589,468
	113,400		Corning, Inc.		1,821,204
	54,400		CVS Caremark Corp.		1,733,728
	37,600	@	Digital River, Inc.		1,365,632
	9,900	@	DigitalGlobe, Inc.		190,080
	156,200	@	eBay, Inc.		2,675,706
	51,700	@	Electronic Arts, Inc.		1,122,924
	225,300	@	EMC Corp.		2,951,430
	42,000	@	F5 Networks, Inc.		1,452,780
	10,410	@	Google, Inc. - Class A		4,388,752
	141,700		Hewlett-Packard Co.		5,476,705
	340,500		Intel Corp.		5,635,275
	8,900	@	IntercontinentalExchange, Inc.		1,016,736
	75,000		International Business Machines Corp.		7,831,500
	39,400	@	Intuit, Inc.		1,109,504
	98,600	@	Juniper Networks, Inc.		2,326,960
	92,800		KLA-Tencor Corp.		2,343,200
	85,800	@	Lam Research Corp.		2,230,800
	4,800	@	LogMeIn, Inc.		76,800
	30	@	Macrovision Solutions Corp.		654
	101,600	@	McAfee, Inc.		4,286,504
	67,600		Medtronic, Inc.		2,358,564
	192,900	@	Micron Technology, Inc.		976,074
	257,600		Microsoft Corp.		6,123,152
	204,900		Motorola, Inc.		1,358,487
	67,700	@	NetApp, Inc.		1,335,044
	57,800	@	Netlogic Microsystems, Inc.		2,107,388
	75,800	@	Novellus Systems, Inc.		1,265,860
	75,000	@	Nvidia Corp.		846,750
	272,000	@	Oracle Corp.		5,826,240

Shares				Value
	151,800	@	PMC - Sierra, Inc.	$	1,208,328
	55,000	@	Polycom, Inc.		1,114,850
	18,300	@,L	Priceline.com, Inc.		2,041,365
	59,000	@	Progress Software Corp.		1,249,030
	43,800	@	QLogic Corp.		555,384
	184,380		Qualcomm, Inc.		8,333,977
	53,400	@	Red Hat, Inc.		1,074,942
	27,000	@	Riverbed Technolgoy, Inc.		626,130
	71,200	@	Sandisk Corp.		1,045,928
	126,400		Seagate Technology, Inc.		1,322,144
	27,300	@,L	Starent Networks Corp.		666,393
	85,600	@	Sybase, Inc.		2,682,704
	185,900	@	Symantec Corp.		2,892,604
	50,500	@	Synopsys, Inc.		985,255
	142,400	@	Tellabs, Inc.		815,952
	33,100	@	Teradata Corp.		775,533
	152,200	@	Teradyne, Inc.		1,044,092
	204,100		Texas Instruments, Inc.		4,347,330
	93,800	@	TTM Technologies, Inc.		746,648
	115,600	@	VeriSign, Inc.		2,136,288
	37,000		Verizon Communications, Inc.		1,137,010
	35,900	@	Vertex Pharmaceuticals, Inc.		1,279,476
	94,600	@	Vishay Intertechnology, Inc.		642,334
	40,200	@	Western Digital Corp.		1,065,300
	52,800		Western Union Co.		865,920
	38,300		Wyeth		1,738,437
	53,900		Xilinx, Inc.		1,102,794
	209,700	@	Yahoo!, Inc.		3,283,902
					176,463,787
Total Common Stock (Cost $220,134,510)					214,549,077
Principal Amount				Value
SHORT-TERM INVESTMENTS: 3.3%

		Securities Lending Collateralcc: 3.3%
$	7,315,890	Bank of New York Mellon Corp. Institutional Cash Reserves	$	7,236,530
Total Short-Term Investments (Cost $7,315,890)				7,236,530

Total Investments in Securities (Cost $227,450,400)*	101.9	%	$	221,785,607
Other Assets and Liabilities - Net	(1.9	)		(4,038,915	)
Net Assets	100.0	%	$	217,746,692

@  Non-income producing security

ADR  American Depositary Receipt

cc  Securities purchased with cash collateral for securities loaned.

L  Loaned security, a portion or all of the security is on loan at June 30, 2009.

*  Cost for federal income tax purposes is $234,278,124.

Net unrealized depreciation consists of:

Gross Unrealized Appreciation	$	11,185,345
Gross Unrealized Depreciation		(23,677,862	)
Net Unrealized Depreciation	$	(12,492,517	)

See Accompanying Notes to Financial Statements
90

ING BLACKROCK SCIENCE AND   PORTFOLIO OF INVESTMENTS
TECHNOLOGY OPPORTUNITIES PORTFOLIO  AS OF JUNE 30, 2009 (UNAUDITED) (CONTINUED)

Industry	Percentage of Net Assets
Biotechnology		1.0	%
Commercial Services		1.2
Computers		18.5
Diversified Financial Services		0.5
Electronics		3.7
Hand/Machine Tools		0.4
Healthcare - Products		2.6
Internet		14.2
Miscellaneous Manufacturing		0.4
Office/Business Equipment		0.5
Pharmaceuticals		0.8
Retail		0.8
Semiconductors		21.6
Software		16.7
Telecommunications		15.4
Toys/Games/Hobbies		0.3
Short-Term Investments		3.3
Other Assets and Liabilities - Net		(1.9	)
Net Assets		100.0	%
Fair Value Measurements*

The following is a summary of the inputs used as of June 30, 2009 in determining the Portfolio's investments at fair value for purposes of SFAS 157:

	Quoted Prices in Active Markets for Identical Investments (Level 1)		Significant Other Observable Inputs (Level 2)+			Significant Unobservable Inputs (Level 3)
Common Stock
Bermuda	$	2,734,236	$	—		$	—
Canada		4,398,879		—			—
China		5,372,164		1,083,940			—
Finland		1,665,036		—			—
Germany		1,077,092		—			—
Hong Kong		—		979,285			—
India		—		265,790			—
Ireland		482,976		—			—
Israel		1,720,351		—			—
Japan		—		4,671,885			—
Luxembourg		1,085,818		—			—
Netherlands		1,584,780		—			—
Portugal		—		1,153,554			—
Russia		1,454,772		—			—
South Korea		—		1,109,675			—
Switzerland		1,579,232		—			—
Taiwan		3,010,580		1,750,213			—
United Kingdom		—		905,032			—
United States		176,463,787		—			—
Total Common Stock	$	202,629,703	$	11,919,374		$	—
Short-Term Investments		—		7,236,530			—
Total	$	202,629,703	$	19,155,904		$	—
Other Financial Instruments**		—		(67,276	)		—
Total	$	—	$	(67,276	)	$	—

"Fair value" for purposes of SFAS 157 is different from "fair value" as used in the 1940 Act. The former generally implies market value,

and can include market quotations as a source of value, and the latter refers to determinations of value in absence of available market quotations.

*  See NOTE 2, "Significant Accounting Policies" in the Notes to Financial Statements for additional information.

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

+  The earlier close of the foreign markets gives rise to the possibility that significant events, including broad market moves, may have occurred in the interim and may materially affect the value of those securities. To account for this, the Portfolio may frequently value many of its foreign equity securities using fair value prices based on third party vendor modeling tools to the extent available. Accordingly, a significant portion of the Portfolio's investments are categorized as Level 2 investments.

At June 30, 2009 the following forward foreign currency contracts were outstanding for the ING BlackRock Science and Technology Opportunities Portfolio:

Currency		Buy/Sell	Settlement Date	In Exchange For		Value		Unrealized Appreciation/ (Depreciation)
Hong Kong
Sar Dollar
HKD	2,855,000	BUY	8/26/09		368,531		368,568	$	37
Hong Kong Sar Dollar HKD 1,796,000		BUY	8/26/09		231,845		231,856		11
								$	48
EU Euro
EUR	576,000	SELL	8/26/09		809,691		808,008	$	1,683
British Pound GBP 395,000		SELL	8/26/09		638,948		649,813		(10,865	)
Hong Kong Sar Dollar HKD 5,183,000		SELL	8/26/09		669,166		669,102		64
Japanese Yen JPY305,799,000		SELL	8/26/09		3,117,045		3,176,431		(59,386	)
Japanese Yen JPY23,369,000		SELL	8/26/09		243,921		242,741		1,180
								$	(67,324	)

For the six months ended June 30, 2009, net realized gain (loss) on forward foreign currency contracts and the net change in unrealized gain (loss) on forward foreign currency contracts can be found on the Portfolio's Statement of Operations. For additional information on the reason(s) why the Portfolio may enter into forward foreign currency contracts and the risks associated with these contracts, please refer to NOTE 2 in the accompanying Notes to Financial Statements.

See Accompanying Notes to Financial Statements
91

Investment Adviser

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

Administrator

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

Distributor

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

Transfer Agent

PNC Global Investment Servicing (U.S.) Inc.
301 Bellevue Parkway
Wilmington, Delaware 19809

Custodian

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

Legal Counsel

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

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

  VPSAR-ACAPAPALL  (0609-082809)

ITEM 2. CODE OF ETHICS.

Not required for semi-annual filing.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not required for semi-annual filing.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not required for semi-annual filing.

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not required for semi-annual filing.

ITEM 6. SCHEDULE OF INVESTMENTS.

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

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

Not applicable.

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

Not applicable.

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

Not applicable.

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

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

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

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

ITEM 11. CONTROLS AND PROCEDURES.

(a)

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

(b)

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

ITEM 12. EXHIBITS.

(a)(1)	The Code of Ethics is not required for the semi-annual filing.
(a)(2)	A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2 under the Act (17 CFR 270.30a-2) is attached hereto as EX-99.CERT.
(a)(3)	Not required for semi-annual filing.
(b)	The officer certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto as EX-99.906CERT

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant): ING Variable Funds
By	/s/		Shaun P. Mathews
			Shaun P. Mathews
			President and Chief Executive Officer
Date:		September 3, 2009
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By	/s/		Shaun P. Mathews
			Shaun P. Mathews
			President and Chief Executive Officer
Date:		September 3, 2009
By	/s/		Todd Modic
			Todd Modic
			Senior Vice President and Chief Financial Officer
Date:		September 3, 2009