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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number 811-5710
ING VP Natural Resources Trust
(Exact name of registrant as specified in charter)
7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258
(Address of principal executive offices) (Zip code)
C T 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: December 31, 2002
ITEM 1. REPORTS TO STOCKHOLDERS.
The following is a copy of the report transmitted to stockholders pursuant to
Rule 30e-1 under the Act (17 CFR 270.30e-1):
Annual Report
December 31, 2002
ING VP Natural
Resources Trust
[PHOTO]
[LION LOGO]
ING FUNDS
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
President's Letter ................................... 1
Portfolio Manager's Report ........................... 2
Independent Auditors' Report ......................... 4
Statement of Assets and Liabilities .................. 5
Statement of Operations .............................. 6
Statements of Changes in Net Assets .................. 7
Financial Highlights ................................. 8
Notes to Financial Statements ........................ 9
Portfolio of Investments ............................. 12
Tax Information ...................................... 13
Trustee and Officer Information ...................... 14
PRESIDENT'S LETTER
- --------------------------------------------------------------------------------
Dear Shareholder:
We are pleased to present the December 31, 2002 Annual Report for the ING VP
Natural Resources Trust.
The year ended December 31, 2002 proved to be a difficult year as a weak economy
and continued accounting scandals in the corporate sector took their toll on the
U.S. equity markets.
Amid the difficulties of the past year, we were successful in integrating the
operations of various mutual fund groups that have been acquired by ING Groep
N.V. over the past two years. The ING Funds family now offers more than 100
open- and closed-end funds and variable products with a wide range of investment
objectives and styles.
At ING Funds, we are dedicated to providing core investments for serious
investors. Our goal is to understand and anticipate your needs and objectives,
and manage our products accordingly. We greatly appreciate your continued
investment in the ING Funds.
Sincerely,
/s/ James M. Hennessy
James M. Hennessy
President
ING Funds Services, LLC
January 15, 2003
1
ING VP NATURAL RESOURCES TRUST Portfolio Manager's Report
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT: James A. Vail, Senior Vice President and Portfolio
Manager, ING Investments, LLC.
GOAL: The ING VP Natural Resources Trust (the "Trust") seeks long-term growth of
capital through investment primarily in common stocks of companies that own or
develop natural resources and other basic commodities, or supply goods and
services to such companies.
MARKET OVERVIEW: Natural resources generally trended higher in the fourth
quarter of 2002. The prices of non-energy resources strengthened modestly as
economic activity stabilized. This was apparent in aluminum, copper and forest
products. Gold finished the period $24 higher than it began, but experienced
wide price swings. Crude oil and natural gas performed well in the quarter as
supply fears in both categories supported prices. In natural gas, supply
continues to fall as companies have cut back drilling for additional production
and we believe prices may rise over the course of this winter as increased
demand reduces available storage.
The world economy appears to be recovering and with it we expect to see
increasing demand for natural resources and intermediate materials. With limited
supply additions on the near term horizon the outlook for higher commodity
prices is good. Moreover, since non-energy resource prices remain at depressed
levels, increases may be absorbed without sparking a new round of inflation.
PERFORMANCE: For the year ended December 31, 2002, the Trust, excluding any
charges, provided a total return of -2.10% compared to the S&P 500 Index which
returned -22.10%
PORTFOLIO SPECIFICS: The Trust maintains broad exposure to natural resources
with 30% in intermediates such as metals, paper and forest products; 52% in
energy related names and 3% in industrials with a close correlation to the farm
sector. In addition, 15% of the Trust's assets are invested in precious metal
shares.
MARKET OUTLOOK: Over the last 10 years, we have experienced under investment in
the natural resources and materials sectors. As the global economies recover and
such regions as India and China emerge as consumers, the demand for these
resources should rise dramatically. This sets the stage for higher commodity
prices and eventually higher equity prices.
2
Portfolio Manager's Report ING VP NATURAL RESOURCES TRUST
- --------------------------------------------------------------------------------
12/31/92 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97
-------- -------- -------- -------- -------- --------
ING VP Natural Resources Trust $ 10,000 $ 11,090 $ 10,494 $ 12,264 $ 15,562 $ 16,674
S&P 500 Index $ 10,000 $ 11,008 $ 11,153 $ 15,345 $ 18,868 $ 25,163
12/31/98 12/31/99 12/31/00 12/31/01 12/31/02
-------- -------- -------- -------- --------
ING VP Natural Resources Trust $ 13,403 $ 15,292 $ 18,100 $ 15,217 $ 14,897
S&P 500 Index $ 32,353 $ 39,159 $ 35,594 $ 31,364 $ 24,431
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIODS ENDED DECEMBER 31, 2002
-------------------------------
1 YEAR 5 YEAR 10 YEAR
------- ------- -------
ING VP Natural Resources Trust -2.10% -2.23% 4.07%
S&P 500 Index(1) -22.10% -0.59% 9.34%
Based on a $10,000 initial investment, the table and graph above illustrate the
total return of ING VP Natural Resources Trust against the S&P 500 Index. The
Index has an inherent performance advantage over the Trust since it has no cash
in its portfolio, imposes no sales charges and incurs no operating expenses. An
investor cannot invest directly in an index. The Trust's performance is shown
without the imposition of any expenses or charges which are, or may be, imposed
under your annuity contract or life insurance policy. Total returns would have
been lower if such expenses or charges were included.
Performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on fund distributions or the redemption of fund shares.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE TRUST
WILL FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGER, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGER'S
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
PORTFOLIO HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) The S&P 500 INDEX is a widely recognized unmanaged index of 500 common
stocks.
PRINCIPAL RISK FACTOR(S): Price volatility due to non-diversification and
concentration in stocks in the natural resources industry. There are certain
risks involved in investing in foreign securities or concentrating in specific
industries such as natural resources. These risks include those resulting from
future adverse political and economic developments, as well as imposition of
foreign exchange or other foreign governmental restrictions or laws.
3
INDEPENDENT AUDITORS' REPORT
- --------------------------------------------------------------------------------
The Shareholders and Board of Trustees
ING VP Natural Resources Trust:
We have audited the accompanying statements of assets and liabilities, including
the portfolio of investments, of the ING VP Natural Resources Trust (formerly,
Pilgrim Natural Resources Trust) (the "Trust") as of December 31, 2002, and the
related statements of operations for the year then ended, statements of changes
in net assets for each of the years in the two-year period then ended and
financial highlights for each of the years or periods in the five-year period
then ended. These financial statements and financial highlights are the
responsibility of the Trust's management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. Our procedures included confirmation of
securities owned as of December 31, 2002 by correspondence with the custodian
and broker, and other appropriate audit procedures. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects the financial position of the ING
VP Natural Resources Trust as of December 31, 2002, the results of its
operations for the year then ended, changes in net assets for each of the years
in the two-year period then ended, and financial highlights for each of the
years or periods in the five-year period then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
Boston, Massachusetts
February 7, 2003
4
STATEMENT OF ASSETS AND LIABILITIES as of December 31, 2002
- --------------------------------------------------------------------------------
ASSETS:
Investments in securities at value* $ 19,805,667
Short-term investments at amortized cost 1,537,000
Cash 88
Foreign currency at value** 45,393
Receivables:
Dividends and interest 9,577
Prepaid expenses 511
------------
Total assets 21,398,236
------------
LIABILITIES:
Payable for fund shares redeemed 46,071
Payable to affiliates (Note 4) 20,035
Other accrued expenses and liabilities 95,581
------------
Total liabilities 161,687
------------
NET ASSETS (EQUIVALENT TO $12.12 PER SHARE ON 1,751,592
SHARES OUTSTANDING) $ 21,236,549
============
NET ASSETS WERE COMPRISED OF:
Paid-in capital-shares of beneficial interest at no par
value (unlimited shares authorized) $ 22,159,520
Accumulated net realized loss on investments and
foreign currencies (1,080,453)
Net unrealized appreciation of investments and
foreign currencies 157,482
------------
NET ASSETS $ 21,236,549
============
* Cost of securities $ 19,656,430
** Cost of foreign currencies $ 37,148
See Accompanying Notes to Financial Statements
5
STATEMENT OF OPERATIONS
- --------------------------------------------------------------------------------
YEAR
ENDED
DECEMBER 31, 2002
-----------------
INVESTMENT INCOME:
Dividends (net of foreign withholding taxes of $6,780) $ 259,296
Interest 25,785
----------
Total Investment Income 285,081
----------
EXPENSES:
Investment management fees 231,067
Administrative and service fees 23,107
Printing and postage expenses 19,967
Custodian and accounting expenses 10,064
Transfer agent fees 31,675
Professional fees 54,206
Miscellaneous expenses 3,133
Trustees' fees 6,722
Registration fees 101
----------
Total expenses 380,042
----------
Net investment loss (94,961)
----------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND
FOREIGN CURRENCIES:
Net realized loss on investments (276,527)
Net realized loss on foreign currencies (2,201)
Net change in unrealized depreciation of investments and
foreign currencies (362,262)
----------
Net realized and unrealized loss on investments and
foreign currencies (640,990)
----------
DECREASE IN NET ASSETS RESULTING FROM OPERATIONS $ (735,951)
==========
See Accompanying Notes to Financial Statements
6
STATEMENTS OF CHANGES IN NET ASSETS
- --------------------------------------------------------------------------------
YEAR YEAR
ENDED ENDED
DECEMBER 31, 2002 DECEMBER 31, 2001
----------------- -----------------
FROM OPERATIONS:
Net investment income (loss) $ (94,961) $ 48,298
Net realized gain (loss) on investments and foreign currencies (278,728) 253,243
Net change in unrealized depreciation of investments and
foreign currencies (362,262) (5,825,037)
------------ ------------
Net decrease in net assets resulting from operations (735,951) (5,523,496)
------------ ------------
FROM DIVIDENDS TO SHAREHOLDERS:
Net investment income (41,560) --
------------ ------------
Total distributions (41,560) --
------------ ------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 6,211,430 11,669,299
Shares resulting from dividend reinvestments 41,560 --
Cost of shares redeemed (7,979,545) (14,696,546)
------------ ------------
Net decrease in net assets resulting from capital share transactions (1,726,555) (3,027,247)
------------ ------------
Net decrease in net assets (2,504,066) (8,550,743)
NET ASSETS:
Beginning of year 23,740,615 32,291,358
------------ ------------
End of year $ 21,236,549 $ 23,740,615
============ ============
Undistributed net investment income at end of year $ -- $ 39,132
============ ============
See Accompanying Notes to Financial Statements
7
ING VP NATURAL RESOURCES TRUST FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
YEAR ENDED DECEMBER 31,
----------------------------------------------
2002 2001 2000(2) 1999 1998
------ ------ ------ ------ ------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 12.40 14.75 12.51 11.03 14.91
Income (loss) from investment operations:
Net investment income (loss) $ (0.05) 0.03 (0.07) 0.06 0.08
Net realized and unrealized gain (loss) on
investments $ (0.21) (2.38) 2.36 1.50 (2.98)
Total income (loss) from investment operations $ (0.26) (2.35) 2.29 1.56 (2.90)
Less distributions from:
Net investment income $ 0.02 -- 0.05 0.08 0.08
Net realized gain on investments $ -- -- -- -- 0.90
Total distributions $ 0.02 -- 0.05 0.08 0.98
Net asset value, end of year $ 12.12 12.40 14.75 12.51 11.03
TOTAL RETURN(1) % (2.10) (15.93) 18.37 14.09 (19.62)
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of year (000's) $ 21,237 23,741 32,291 31,737 35,418
Ratios to average net assets:
Expenses % 1.64 1.35 1.66 1.33 1.29
Net investment income (loss) % (0.41) 0.17 (0.53) 0.34 0.42
Portfolio turnover rate % 80 85 72 42 74
- ----------
(1) Total return is calculated assuming reinvestment of all dividend and
capital gain distributions at net asset value.
(2) Effective July 26, 2000, ING Investments, LLC, became the Investment
Manager of the Trust.
See Accompanying Notes to Financial Statements
8
NOTES TO FINANCIAL STATEMENTS as of December 31, 2002
- --------------------------------------------------------------------------------
NOTE 1 -- ORGANIZATION
ORGANIZATION. ING VP Natural Resources Trust (the "Trust") is an open-end,
non-diversified management investment company registered under the Investment
Company Act of 1940, as amended. The Trust commenced operation in 1991. The
Trust's Investment objective is to seek long-term growth of capital through
investment primarily in common stock of companies, which own, or develop natural
resources and other basic commodities, or supply goods and services to such
companies. With the exception of shares held in connection with initial capital
of the Trust, shares of the Trust are currently being offered only to
participating insurance companies for allocation to certain of their separate
accounts established for the purpose of funding variable annuity contracts and
variable life insurance policies issued by the participating insurance
companies.
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies are consistently followed by the
Trust in the preparation of its financial statements:
A. INVESTMENTS. Securities transactions are accounted for on a trade date
basis. Realized gains and losses from investment transactions are reported
on the identified cost basis. Securities traded on a recognized stock
exchange are valued at the last sales price reported by the exchange on
which the securities are traded. If no sales price is recorded, the mean
between the last bid and asked prices is used. Securities traded on the
over-the-counter market are valued at the mean between the last current bid
and asked prices. Short-term securities having a maturity of 60 days or
less at the date of acquisition are stated at amortized cost, which
approximates market value. Securities for which market quotations are not
readily available and other assets are valued by management in good faith
under the direction of the Trust's Board of Trustees. Dividend income is
recorded on the ex-dividend date. Interest income is accrued as earned.
Premium amortization and discount accretion are determined using the
effective yield method.
B. FEDERAL INCOME TAXES. It is the Trust's policy to comply with the
requirements of the Internal Revenue Code applicable to "regulated
investment companies" and to distribute all of its taxable income to its
shareholders. Therefore, no provision for Federal income taxes is required.
In addition, by distributing during each calendar year substantially all of
its net investment income and net realized capital gains, the Trust intends
not to be subject to any federal excise tax.
C. DISTRIBUTIONS. Dividends from net investment income and net realized
capital gains, if any, are normally declared and paid annually, but the
Trust may make distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code. Distributions are
recorded on the ex-dividend date. The character of income and gains to be
distributed are determined in accordance with income tax regulations, which
may differ from accounting principles generally accepted in the United
States of America.
D. USE OF ESTIMATES. The preparation of financial statements in conformity
with accounting principles generally accepted in the United States of
America 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 reported period. Actual results could differ from those
estimates.
E. FOREIGN CURRENCY TRANSACTIONS. Assets and liabilities denominated in
foreign currencies are translated into U.S. dollar amounts at current
exchange rates. Purchases and sales of investments, as well as income and
expense items denominated in a foreign currency, are translated at the
rates of exchange prevailing on the respective dates of such transactions.
The Trust does not isolate that portion of the results of operations
resulting from translation gains or losses due to changes in exchange rates
and realized gains and losses on the settlement of foreign currency
denominated receivables and payables. Realized gains and losses from the
sale of foreign currencies as well as the settlement of forward foreign
exchange contracts are separately disclosed in the statement of
9
NOTES TO FINANCIAL STATEMENTS as of December 31, 2002 (Continued)
- --------------------------------------------------------------------------------
operations. The Trust may enter into forward foreign exchange contracts in
order to hedge against foreign currency risk in the purchase or sale of
securities denominated in foreign currency. The Trust may also enter into
such contracts to hedge against changes in foreign currency exchange rates
on portfolio positions. These contracts are marked to market daily, by
recognizing the difference between the contract exchange rate and the
current market rate as unrealized gains or losses. The Trust authorizes its
custodian to place and maintain equity securities in a segregated account
of the Trust having a value equal to the aggregate amount of the Trust's
commitments under forward foreign currency contracts entered into with
respect to position hedges. The Trust did not have any open forward foreign
currency contracts outstanding at December 31,2002.
NOTE 3 -- INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES
The Trust pays an investment advisory fee to ING Investments, LLC ("Investment
Advisor", formerly ING Pilgrim Investments, LLC) at an annual rate of 1.00% of
the Trust's average daily net assets.
The Investment Advisor voluntarily agreed to reimburse the Trust if total annual
expenses (including management fees, but excluding interest, taxes, brokerage
commission and extraordinary expenses) exceed 2.50% of the Trust's average net
assets. No reimbursement was required for the year ended December 31, 2002.
Effective July 26, 2000, ING Funds Services, LLC (the "Administrator", formerly
ING Pilgrim Group, LLC) began serving as Administrator to the Trust. The Trust
pays the Administrator a fee calculated at an annual rate of 0.10% of the
Trust's average daily net assets.
NOTE 4 -- OTHER TRANSACTIONS WITH AFFILIATED AND RELATED PARTIES
At December 31, 2002, the Trust had the following amounts recorded in payable to
affiliates on the accompanying Statements of Assets and Liabilities:
ACCRUED ACCRUED
ADVISORY ADMINISTRATIVE
FEE FEE TOTAL
--- --- -----
$18,214 $1,821 $20,035
The Trust has adopted a Retirement Policy covering all independent trustees of
the Trust who will have served as an independent trustee for at least five years
at the time of retirement. Benefits under this plan are based on an annual rate
as defined in the plan agreement, as amended May 24, 2002.
NOTE 5 -- INVESTMENT TRANSACTIONS
The cost of purchases and proceeds from sales of investments for the year ended
December 31, 2002, excluding short-term securities, were $17,384,498 and
$20,272,042, respectively.
NOTE 6 -- INVESTMENT AND CONCENTRATION RISKS
The Trust makes significant investments in foreign securities and has a policy
of investing in the securities of companies that own or develop natural
resources and other basic commodities, or supply goods and services to such
companies. There are certain risks involved in investing in foreign securities
or concentrating in specific industries such as natural resources that are in
addition to the usual risks inherent in domestic investments. These risks
include those resulting from future adverse political and economic developments,
as well as the possible imposition of foreign exchange or other foreign
governmental restrictions or laws, all of which could affect the market and/or
credit risk of the investments.
10
NOTES TO FINANCIAL STATEMENTS as of December 31, 2002 (Continued)
- --------------------------------------------------------------------------------
NOTE 7 -- CAPITAL SHARE TRANSACTIONS
Transactions in capital shares and dollars were as follows:
YEAR YEAR
ENDED ENDED
DECEMBER 31, 2002 DECEMBER 31, 2001
---------------------------- ----------------------------
SHARES DOLLARS SHARES DOLLARS
------------ ------------ ------------ ------------
Shares sold 503,557 $ 6,211,430 850,954 $ 11,669,299
Shares issued as reinvestment of
dividends 3,247 41,560 -- --
Shares redeemed (670,496) (7,979,545) (1,125,489) (14,696,546)
------------ ------------ ------------ ------------
Net decrease (163,692) $ (1,726,555) (274,535) $ (3,027,247)
============ ============ ============ ============
NOTE 8 -- FEDERAL INCOME TAXES
During the year ended December 31, 2002, the foreign taxes paid or withheld were
$6,780.
Foreign taxes paid or withheld should be included in taxable income with an
offsetting deduction from gross income or as a credit for taxes paid to foreign
governments. You should consult your tax advisor regarding the appropriate
treatment of foreign taxes paid.
Dividends paid by the Trust 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 for year ended December 31, 2002 were as follow:
ORDINARY LONG-TERM TAX RETURN
INCOME CAPITAL GAINS OF CAPITAL
------ ------------- ----------
$ 41,560 $ -- $ --
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 generally accepted accounting principles. These "book/tax"
differences are either considered temporary or permanent in nature. Key
differences are the treatment of short-term capital gains, foreign currency
transactions, organization costs and other temporary differences. To the extend
that these differences are permanent in nature, such amounts are reclassified
within the capital accounts based on their federal tax-basis treatment;
temporary differences do not require reclassifications. To the extent
distributions exceed net investment income and/or net realized capital gains for
tax purposes, they are reported as distributions of paid-in capital.
Accordingly, the following amounts represent current year permanent tax
differences that have been reclassified as of December 31, 2002:
ACCUMULATED NET
PAID-IN UNDISTRIBUTED NET REALIZED GAINS
CAPITAL INVESTMENT INCOME ON INVESTMENTS
------- ----------------- --------------
$(99,590) $ 97,389 $ 2,201
Capital loss carryforwards, which may be used to offset future realized capital
gains for federal income tax purposes were as follows at December 31, 2002:
AMOUNT EXPIRATION DATES
------ ----------------
$1,079,917 2006-2010
The following represents the tax-basis components of distributable earnings as
of December 31, 2002:
UNDISTRIBUTED CAPITAL
UNDISTRIBUTED LONG-TERM UNREALIZED LOSS
ORDINARY INCOME CAPITAL GAINS APPRECIATION CARRYFORWARDS
--------------- ------------- ------------ -------------
$ -- $ -- $ 156,945 $(1,079,917)
11
ING VP
Natural
Resources
Trust
PORTFOLIO OF INVESTMENTS as of December 31, 2002
- --------------------------------------------------------------------------------
Shares Value
- --------------------------------------------------------------------------------
COMMON STOCK: 93.26%
CHEMICALS: 2.99%
10,000 @@ Potash Corp. of
Saskatchewan $ 635,900
-----------
635,900
-----------
FOREST PRODUCTS & PAPER: 10.49%
79,000 @@ Abitibi-Consolidated, Inc. 606,615
60,000 @@ Domtar, Inc. 603,600
15,000 International Paper Co. 524,550
10,000 Weyerhaeuser Co. 492,100
-----------
2,226,865
-----------
IRON/STEEL: 1.85%
30,000 United States Steel Corp. 393,600
-----------
393,600
-----------
MACHINERY-DIVERSIFIED: 2.60%
25,000 AGCO Corp. 552,500
-----------
552,500
-----------
MINING: 18.98%
60,000 @,@@ African Rainbow Minerals Gold Ltd. 552,958
100,000 @,@@ AUR Resources, Inc. 234,855
60,000 @@ Harmony Gold Mining Co. Ltd. ADR 1,008,600
15,000 @,@@ Impala Platinum Holdings Ltd. ADR 953,075
20,000 @,@@ Inco Ltd. 424,400
12,500 @ Phelps Dodge Corp. 395,625
40,000 @@ Placer Dome, Inc. 460,000
-----------
4,029,513
-----------
OIL & GAS: 39.18%
10,000 Anadarko Petroleum Corp. 479,000
9,570 Apache Corp. 545,394
50,000 Chesapeake Energy Corp. 387,000
6,200 Devon Energy Corp. 284,580
15,000 @@ EnCana Corp. 466,500
20,000 ENSCO Intl., Inc. 589,000
14,000 EOG Resources, Inc. 558,880
30,000 GlobalSantaFe Corp. 729,600
8,000 Murphy Oil Corp. 342,800
10,400 @,@@ Nabors Industries Ltd. 366,808
16,500 Noble Energy, Inc. 619,575
21,000 Ocean Energy, Inc. 419,370
17,000 @ Pioneer Natural Resources Co. 429,250
26,200 @ Pride Intl., Inc. 390,380
8,000 @@ Royal Dutch Petroleum Co. ADR 352,160
18,000 @ Spinnaker Exploration Co. 396,900
20,000 Transocean, Inc. 464,000
13,500 Valero Energy Corp. 498,690
-----------
8,319,887
-----------
OIL & GAS SERVICES: 13.55%
15,000 Baker Hughes, Inc. 482,850
20,000 @ BJ Services Co. 646,200
8,600 Schlumberger Ltd. 361,974
16,400 @ Smith Intl., Inc. 534,968
10,700 Tidewater, Inc. 332,770
13,000 @,@@ Weatherford Intl. Ltd. 519,090
-----------
2,877,852
-----------
PACKAGING & CONTAINERS: 3.62%
50,000 @ Smurfit-Stone Container Corp. 769,550
-----------
769,550
-----------
Total Common Stock (Cost $19,656,430) 19,805,667
-----------
Principal
Amount Value
- --------------------------------------------------------------------------------
SHORT-TERM INVESTMENTS: 7.24%
REPURCHASE AGREEMENT: 7.24%
$1,537,000 State Street Repurchase Agreement dated
12/31/02, 0.800% due 01/02/03,
$1,537,068 to be received upon repurchase
(Collateralized by $1,420,000 U.S. Treasury
Notes, 4.875% Market Value $1,570,875 due
02/15/12) $ 1,537,000
-----------
Total Short-Term Investments
(Cost $1,537,000) 1,537,000
-----------
TOTAL INVESTMENTS IN SECURITIES
(COST $21,193,430)* 100.50% $21,342,667
OTHER ASSETS AND LIABILITIES-NET -0.50% (106,118)
------ -----------
NET ASSETS 100.00% $21,236,549
====== ===========
@ Non-income producing security
@@ Foreign Issuer
ADR American Depository Receipt
* Cost for federal income tax purposes is $21,193,967. Net unrealized
appreciation consists of:
Gross Unrealized Appreciation $ 2,136,625
Gross Unrealized Depreciation (1,987,925)
------------
Net Unrealized Appreciation $ 148,700
============
See Accompanying Notes to Financial Statements
12
TAX INFORMATION (Unaudited)
- --------------------------------------------------------------------------------
Dividends paid during the year ended December 31, 2002 were as follows:
PER SHARE
TYPE AMOUNT
- ---- ------
NII $0.0211
- ----------
NII -- Net investment income
The above figure may differ from that cited elsewhere in this report due to
differences in the calculation of income and gains for Securities and Exchange
Commission (book) purposes and Internal Revenue Service (tax) purposes.
Shareholder are strongly advised to consult their own tax advisers with respect
to the tax consequences of their Investments in the Trust. In January 2003,
shareholders, excluding corporate shareholders, received an IRS 1099-DIV
regarding the federal tax status of the dividends and distributions received by
them in calendar 2002.
13
TRUSTEE AND OFFICER INFORMATION (Unaudited)
- --------------------------------------------------------------------------------
The business and affairs of the Trust are managed under the direction of the
Trust's Board of Directors/Trustees. Information pertaining to the Trustees and
Officers of the Trust is set forth below:
TERM OF NUMBER OF
OFFICE AND PRINCIPAL PORTFOLIOS IN OTHER
POSITION(S) LENGTH OF OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH TIME DURING THE OVERSEEN HELD BY
AND AGE FUND SERVED PAST FIVE YEARS BY TRUSTEE TRUSTEE
------- ---- ------ --------------- ---------- -------
Independent Trustees:
Paul S. Doherty Trustee October Mr. Doherty is President 104 Mr. Doherty is a Trustee of
7337 E. Doubletree Ranch Rd. 1999 to and Partner, Doherty, the GCG Trust (February
Scottsdale, AZ 85258 Present Wallace, Pillsbury and 2002 to present).
Born: 1934 Murphy, P.C., Attorneys
(1996 to present); a
Director of Tambrands,
Inc. (1993 to 1998); and a
Trustee of each of the
funds managed by
Northstar Investment
Management
Corporation (1993 to
1999).
J. Michael Earley Trustee February President and Chief 104 Mr. Earley is a Trustee of the
7337 E. Doubletree Ranch Rd. 2002 to Executive Officer of GCG Trust (1997 to present).
Scottsdale, AZ 85258 Present Bankers Trust Company,
Born: 1945 N.A. (1992 to present).
R. Barbara Gitenstein Trustee February President of the College 104 Dr. Gitenstein is a Trustee of
7337 E. Doubletree Ranch Rd. 2002 to of New Jersey (1999 to the GCG Trust (1997 to
Scottsdale, AZ 85258 Present present); Executive Vice present).
Born: 1948 President and Provost at
Drake University (1992 to
1998).
Walter H. May Trustee October Retired. Mr. May was 104 Mr. May is a Trustee for the
7337 E. Doubletree Ranch Rd. 1999 to formerly Managing Best Prep Charity (1991 to
Scottsdale, AZ 85258 Present Director and Director of present) and the GCG Trust
Born: 1936 Marketing for Piper (February 2002 to present).
Jaffray, Inc. (an
investment
banking/underwriting
firm). Mr. May was
formerly a Trustee of
each of the funds
managed by Northstar
Investment Management
Corporation (1996 to
1999).
Jock Patton Trustee August Private Investor. Mr. 104 Mr. Patton is a Trustee of
7337 E. Doubletree Ranch Rd. 1995 to Patton was formerly the GCG Trust (February
Scottsdale, AZ 85258 Present Director and Chief 2002 to present); He is also
Born: 1945 Executive Officer of Director of Hypercom, Inc.
Rainbow Multimedia and JDA Software Group,
Group, Inc. (January 1999 Inc. (January 1999 to
to December 2001); present); National Airlines
Director of Stuart Inc.; and BG Associates, In
Entertainment, Inc.;
Directory of Artisoft, Inc.
(1994 to 1998); President
and co-owner of
StockVal, Inc. (November
1992 to June 1997) and a
Partner and Director of
the law firm of Streich
Lang, P.A. (1972 to 1993).
14
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
- --------------------------------------------------------------------------------
TERM OF NUMBER OF
OFFICE AND PRINCIPAL PORTFOLIOS IN OTHER
POSITION(S) LENGTH OF OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH TIME DURING THE OVERSEEN HELD BY
AND AGE FUND SERVED PAST FIVE YEARS BY TRUSTEE TRUSTEE
------- ---- ------ --------------- ---------- -------
David W.C. Putnam Trustee October President and Director of 104 Mr. Putnam is a Trustee of
7337 E. Doubletree Ranch Rd. 1999 to F.L. Putnam Securities GCG Trust (February 2002 to
Scottsdale, AZ 85258 Present Company, Inc. and its present); Director of F.L.
Born: 1939 affiliates. Mr. Putnam is Putnam Securities Company,
also President, Secretary Inc. (June 1978 to present);
and Trustee of The F.L. Putnam Investment
Principled Equity Market Management Company
Fund. Mr. Putnam was (December 2001 to present);
formerly a Asian American Bank and
Director/Trustee of Trust Trust Company (June 1992
Realty Corp., Anchor to present); and Notre
Investment Trust, Bow Dame Health Care Center
Ridge Mining Co., and (1991 to present). He is also
each of the funds a Trustee of The Principled
managed by Northstar Equity Market Fund
Investment Management (November 1996 to present);
Corporation (1994 to Progressive Capital
1999). Accumulation Trust (August
1998 to present); Anchor
International Bond Trust
(December 2000 to present);
F.L. Putnam Foundation
(December 2000 to present);
Mercy Endowment
Foundation (1995 to
present); and an Honorary
Trustee of Mercy Hospital
(1973 to present).
Blaine E. Rieke Trustee February General Partner of 104 Mr. Rieke is a
7337 E. Doubletree Ranch Rd. 2001 to Huntington Partners, an Director/Trustee of the
Scottsdale, AZ 85258 Present investment partnership Morgan Chase Trust Co.
Born: 1933 (1997 to present). Mr. (January 1998 to present)
Rieke was formerly and the GCG Trust (February
Chairman and Chief 2002 to present).
Executive Officer of
Firstar Trust Company
(1973 to 1996). Mr. Rieke
was formerly the
Chairman of the Board
and a Trustee of each of
the funds managed by
ING Investment
Management Co. LLC.
(1998 to 2001).
Roger B. Vincent Trustee February President of Springwell 104 Mr. Vincent is a Trustee of
7337 E. Doubletree Ranch Rd. 2002 to Corporation, a corporate the GCG Trust (1994 to
Scottsdale, AZ 85258 Present advisory firm (1989 to present) and a Director of
Born: 1945 present). Mr. Vincent was AmeriGas Propane, Inc.
formerly a Director of (1998 to present).
Tatham Offshore, Inc.
(1996 to 2000) and
Petrolane, Inc. (1993 to
1995).
15
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
- --------------------------------------------------------------------------------
TERM OF NUMBER OF
OFFICE AND PRINCIPAL PORTFOLIOS IN OTHER
POSITION(S) LENGTH OF OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH TIME DURING THE OVERSEEN HELD BY
AND AGE FUND SERVED PAST FIVE YEARS BY TRUSTEE TRUSTEE
------- ---- ------ --------------- ---------- -------
Richard A. Wedemeyer Trustee February Vice President -- Finance 104 Mr. Wedemeyer is a Trustee
7337 E. Doubletree Ranch Rd. 2001 to and Administration -- of of Touchstone Consulting
Scottsdale, AZ 85258 Present the Channel Corporation, Group (1997 to present) and
Born: 1936 an importer of specialty the GCG Trust (February
alloy aluminum products 2002 to present).
(1996 to present). Mr.
Wedemeyer was
formerly Vice President
-- Finance and
Administration -- of
Performance Advantage,
Inc., a provider of
training and consultation
services (1992 to 1996),
and Vice President --
Operations and
Administration of Jim
Henson Productions
(1979 to 1997). Mr.
Wedemeyer was a
Trustee of each of the
funds managed by ING
Investment Management
Co. LLC. (1998 to 2001).
Interested Directors:
R. Glenn Hilliard(1) Trustee February Chairman and CEO of 104 Mr. Hilliard is a Trustee of
ING Americas 2002 to ING Americas and a the GCC Trust (February
5780 Powers Ferry Road, NW Present member of its Americas 2002 to present). Mr.
Atlanta, GA 30327 Executive Committee Hilliard also serves as a
Born: 1943 (1999 to present). Mr. member of the Board of
Hilliard was formerly Directors of the Clemson
Chairman and CEO of University Foundation, the
ING North America, Board of Councilors for the
encompassing the U.S., Carter Center, a Trustee of
Mexico and Canada the Woodruff Arts Center
regions (1994 to 1999). and also on the Board of
Directors for the High
Museum of Art.
16
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
- --------------------------------------------------------------------------------
TERM OF NUMBER OF
OFFICE AND PRINCIPAL PORTFOLIOS IN OTHER
POSITION(S) LENGTH OF OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH TIME DURING THE OVERSEEN HELD BY
AND AGE FUND SERVED PAST FIVE YEARS BY TRUSTEE TRUSTEE
------- ---- ------ --------------- ---------- -------
Thomas J. McInerney(2) Trustee February Chief Executive Officer, 158 Mr. McInerney serves as a
7337 E. Doubletree Ranch Rd. 2001 to ING U.S. Financial Director/Trustee of Aeltus
Scottsdale, AZ 85258 Present Services (October 2001 to Investment Management,
Born: 1956 present); President, Chief Inc. (1997 to present); each
Executive Officer, and of the Aetna Funds (April
Director of Northern Life 2002 to present); Ameribest
Insurance Company Life Insurance Co. (2001 to
(2001 to present); and present); Equitable Life
President and Director of Insurance Co. (2001 to
Aetna Life Insurance and present); First Columbine
Annuity Company (1997 Life Insurance Co. (2001 to
to present), Aetna present); Golden American
Retirement Holdings, Inc. Life Insurance Co. (2001 to
(1997 to present), Aetna present); Life Insurance
Investment Adviser Company of Georgia (2001
Holding Co. (2000 to to present); Midwestern
present), and Aetna United Life Insurance Co.
Retail Holding Company (2001 to present); ReliaStar
(2000 to present). Mr. Life Insurance Co. (2001 to
McInerney was formerly present); Security Life of
General Manager and Denver (2001 to present);
Chief Executive Officer Security Connecticut Life
of ING Worksite Division Insurance Co. (2001 to
(since December 2000 to present); Southland Life
October 2001); President Insurance Co. (2001 to
of Aetna Financial present); USG Annuity and
Services (August 1997 to Life Company (2001 to
December 2000); Head of present); United Life and
National Accounts and Annuity Insurance Co. Inc
Core Sales and (2001 to present); and the
Marketing for Aetna U.S. GCG Trust (February 2002 to
Healthcare (April 1996 to present). Mr. McInerney is a
March 1997). member of the Board of the
National Commission on
Retirement Policy, the
Governor's Council on
Economic Competitiveness
and Technology of
Connecticut, the Board of
Directors of the Connecticut
Business and Industry
Association, the Board of
Trustees of the Bushnell, the
Board for the Connecticut
Forum, and the Board of
the Metro Hartford
Chamber of Commerce, and
is Chairman of Concerned
Citizens for Effective
Government.
17
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
- --------------------------------------------------------------------------------
TERM OF NUMBER OF
OFFICE AND PRINCIPAL PORTFOLIOS IN OTHER
POSITION(S) LENGTH OF OCCUPATION(S) FUND COMPLEX DIRECTORSHIPS
NAME, ADDRESS HELD WITH TIME DURING THE OVERSEEN HELD BY
AND AGE FUND SERVED PAST FIVE YEARS BY TRUSTEE TRUSTEE
------- ---- ------ --------------- ---------- -------
John G. Turner(3) Chairman and October President, Turner 104 Mr. Turner serves as a
7337 E. Doubletree Ranch Rd. Director/ 1999 to Investment Company member of the Board of the
Scottsdale, AZ 85258 Trustee Present (since January 2002). Mr. GCG Trust. Mr. Turner also
Born: 1939 Turner was formerly Vice serves as a Director of the
Chairman of ING Hormel Foods Corporation
Americas (2000 to 2001); (May 2000 to present),
Chairman and Chief Shopko Stores, Inc. (August
Executive Officer of 1999 to present), and M.A.
ReliaStar Financial Corp. Mortenson Co. (March 2002
and ReliaStar Life to present).
Insurance Company
(1993 to 2000); Chairman
of ReliaStar United
Services Life Insurance
Company (1995 to 1998);
Chairman of ReliaStar
Life Insurance Company
of New York (1995 to
2001); Chairman of
Northern Life Insurance
Company (1992 to 2000);
Chairman and
Director/Trustee of the
Northstar affiliated
investment companies
(1993 to 2001) and
Director, Northstar
Investment Management
Corporation and its
affiliates (1993 to 1999).
(1) Mr. Hilliard is an "interested person", as defined by the Investment
Company Act of 1940, as amended (the "1940 Act"), because of his
relationship with ING Americas, an affiliate of ING Investments, LLC.
(2) Mr. McInerney is an "interested person", as defined by the 1940 Act,
because of his affiliation with ING U.S. Worksite Financial Services, an
affiliate of ING Investments, LLC.
(3) Mr. Turner is an "interested person", as defined by the 1940 Act, because
of his former affiliation with ING Americas, an affiliate of ING
Investments, LLC.
18
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
- --------------------------------------------------------------------------------
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS
------- -------------- ----------- ---------------
Officers:
James M. Hennessy President, Chief March 2002 to President and Chief Executive Officer of
7337 E. Doubletree Ranch Rd. Executive Officer, Present (for the ING Capital Corporation, LLC, ING Funds
Scottsdale, AZ 85258 and Chief ING Funds) Services, LLC, ING Advisors, Inc., ING
Born: 1949 Operating Officer Investments, LLC, Lexington Funds
Distributor, Inc., Express America T.C. Inc.
President, Chief February 2001 to and EAMC Liquidation Corp. (since
Executive Officer, March 2002 (for December 2001); Executive Vice
and Chief the Pilgrim Funds) President and Chief Operating Officer of
Operating Officer ING Funds Distributor, LLC (since June
2000). Formerly, Executive Vice President
Chief Operating June 2000 to and Chief Operating Officer of ING
Officer February 2001 (for Quantitative Management, Inc. (October
the Pilgrim Funds) 2001 to September 2002); Senior
Executive Vice President (June 2000 to
December 2000) and Secretary (April
1995 to December 2000) of ING Capital
Corporation, LLC, ING Funds Services,
LLC, ING Investments, LLC, ING Advisors,
Inc., Express America T.C. Inc., and EAMC
Liquidation Corp.; and Executive Vice
President, ING Capital Corporation, LLC
and its affiliates (May 1998 to June 2000)
and Senior Vice President, ING Capital
Corporation, LLC and its affiliates (April
1995 to April 1998).
Mary Lisanti Executive Vice March 2002 to Executive Vice President of ING
7337 E. Doubletree Ranch Rd. President Present (for the Investments, LLC and ING Advisors, Inc.
Scottsdale, AZ 85258 ING Funds) (since November 1999); Chief Investment
Born: 1956 Officer of the Domestic Equity Portfolios,
Executive Vice May 1998 to ING Investments, LLC (since 1999).
President March 2002 (for Formerly, Executive Vice President of ING
the domestic Quantitative Management, Inc. (July
equity portfolios 2000 to September 2002); Executive Vice
of the Pilgrim President and Chief Investment Officer
Funds) for the Domestic Equity Portfolios of
Northstar Investment Management
Corporation, whose name changed to
Pilgrim Advisors, Inc. and subsequently
became part of ING Investments, LLC
(May 1998 to October 1999); Portfolio
Manager with Strong Capital
Management (May 1996 to 1998); a
Managing Director and Head of Small-
and Mid-Capitalization Equity Strategies
at Bankers Trust Corp. (1993 to 1996).
19
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
- --------------------------------------------------------------------------------
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS
------- -------------- ----------- ---------------
Michael J. Roland Executive Vice March 2002 to Executive Vice President, Chief Financial
7337 E. Doubletree Ranch Rd. President, Present (for the Officer and Treasurer of ING Funds
Scottsdale, AZ 85258 Assistant Secretary ING Funds) Services, LLC, ING Funds Distributor, LLC,
Born: 1958 and Principal ING Advisors, Inc., ING Investments, LLC
Financial Officer (December 2001 to present), Lexington
Funds Distributor, Inc., Express America
Chief Financial December 2002 T.C. Inc. and EAMC Liquidation Corp.
Officer to Present (for (since December 2001). Formerly,
the IPI Funds) Executive Vice President, Chief Financial
Officer and Treasurer of ING
Senior Vice June 1998 to Quantitative Management, Inc.
President and March 2002 (for (December 2001 to October 2002); Senior
Principal Financial the Pilgrim Funds) Vice President, ING Funds Services, LLC,
Officer ING Investments, LLC, and ING Funds
Distributor, LLC (June 1998 to December
2001) and Chief Financial Officer of
Endeavor Group (April 1997 to June
1998).
Robert S. Naka Senior Vice March 2002 to Senior Vice President and Assistant
7337 E. Doubletree Ranch Rd. President and Present (for the Secretary of ING Funds Services, LLC, ING
Scottsdale, AZ 85258 Assistant Secretary ING Funds) Funds Distributor, LLC, ING Advisors, Inc.,
Born: 1963 ING Investments, LLC (October 2001 to
Senior Vice November 1999 to present) and Lexington Funds
President and March 2002 (for Distributor, Inc. (since December 2001).
Assistant Secretary the Pilgrim Funds) Formerly, Senior Vice President and
Assistant Secretary for ING Quantitative
Assistant Secretary July 1996 to Management, Inc. (October 2001 to
November 1999 October 2002); Vice President, ING
(for the Pilgrim Investments, LLC (April 1997 to October
Funds) 1999), ING Funds Services, LLC (February
1997 to August 1999) and Assistant Vice
President, ING Funds Services, LLC
(August 1995 to February 1997).
Robyn L. Ichilov Vice President and March 2002 to Vice President of ING Funds Services, LLC
7337 E. Doubletree Ranch Rd. Treasurer Present (for the (since October 2001) and ING
Scottsdale, AZ 85258 ING Funds) Investments, LLC (since August 1997);
Born: 1967 Accounting Manager, ING Investments,
Vice President and May 1998 to LLC (since November 1995).
Treasurer March 2002 (for
the Pilgrim Funds)
Vice President November 1997 to
May 1998 (for the
Pilgrim Funds)
Kimberly A. Anderson Vice President and March 2002 to Vice President and Assistant Secretary of
7337 E. Doubletree Ranch Rd. Secretary Present (for the ING Funds Services, LLC, ING Funds
Scottsdale, AZ 85258 ING Funds) Distributor, LLC, ING Advisors, Inc., ING
Born: 1964 Investments, LLC (since October 2001)
February 2001 to and Lexington Funds Distributor, Inc.
March 2002 (for (since December 2001). Formerly, Vice
the Pilgrim Funds) President for ING Quantitative
Management, Inc. (October 2001 to
October 2002); Assistant Vice President
of ING Funds Services, LLC (November
1999 to January 2001) and has held
various other positions with ING Funds
Services, LLC for more than the last five
years.
Todd Modic Assistant Vice April 2002 to Director of Financial Reporting of ING
7337 E. Doubletree Ranch Rd. President Present (for Investments, LLC (since March 2001).
Scottsdale, AZ 85258 the ING Funds) Formerly, Director of Financial Reporting,
Born: 1967 Axient Communications, Inc. (May 2000
March 2002 to to January 2001) and Director of
Present (for Finance, Rural/Metro Corporation (March
certain ING Funds) 1995 to May 2000).
August 2001 to
March 2002 (for
the Pilgrim Funds)
20
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
- --------------------------------------------------------------------------------
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH FUND TIME SERVED PAST FIVE YEARS
------- -------------- ----------- ---------------
Maria M. Anderson Assistant Vice April 2002 to Assistant Vice President of ING Funds
7337 E. Doubletree Ranch Rd. President Present (for Services, LLC (since October 2001).
Scottsdale, AZ 85258 the ING Funds) Formerly, Manager of Fund Accounting
Born: 1958 and Fund Compliance, ING Investments,
March 2002 to LLC (September 1999 to November
Present (for 2001); Section Manager of Fund
certain ING Funds) Accounting, Stein Roe Mutual Funds
(July 1998 to August 1999); and Financial
August 2001 to Reporting Analyst, Stein Roe Mutual
March 2002 (for Funds (August 1997 to July 1998).
the Pilgrim Funds)
James Vail Senior Vice March 2002 to Senior Vice President for ING
7337 E. Doubletree Ranch Rd. President and Present (for Investments, LLC (since June 2001) and
Scottsdale, AZ 85258 Portfolio Manager certain ING Funds) Portfolio Manager of ING Investments,
Born: 1944 LLC and ING Advisors, Inc. (since October
June 2001 to 2001). Formerly, Vice President,
March 2002 (for Lexington Management Corporation
certain Pilgrim (which was acquired by ING Investments,
Funds) LLC's parent company in July 2000) (1991
to 2000); and has held investment
research positions with Chemical Bank,
Oppenheimer & Co., Robert Fleming, Inc.
and Beacon Trust Company, where he
was a Senior.
21
Investment Manager
ING Investments, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
Administrator
ING Funds Services, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
Transfer Agent
DST Systems, Inc.
P.O. Box 219368
Kansas City, Missouri 64141-6368
Custodian
State Street Bank & Trust
801 Pennsylvania Avenue
Kansas City, Missouri 64105
Legal Counsel
Dechert
1775 Eye Street, N.W.
Washington, D.C. 20006
Independent Auditors
KPMG LLP
99 High Street
Boston, MA 02110-2371
Prospectus containing more complete information regarding the Fund, including
charges and expenses, may be obtained by calling ING Funds Services, LLC at
1-800-992-0180. Please read the prospectus carefully before you invest or send
money.
[LION LOGO]
ING FUNDS VPNRTAR 1202-021803
ITEM 2. CODE OF ETHICS.
Not applicable.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable.
ITEMS 4-8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) Not applicable.
(b) There were no significant changes in the registrant's internal controls or
in other factors that could significantly affect these controls subsequent
to the date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
ITEM 10. EXHIBITS.
(a) The officer certifications required by Section 906 of the Sarbanes-Oxley
Act of 2002 are attached hereto as EX-99.CERT.
(b) 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 a part of EX-99.CERT.
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.
ING VP Natural Resources Trust
By /s/ James M. Hennessy
-------------------------------------
James M. Hennessy
President and Chief Executive Officer
Date March 3, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ James M. Hennessy
-------------------------------------
James M. Hennessy
President and Chief Executive Officer
Date March 3, 2003
By /s/ Michael J. Roland
-------------------------------------
Michael J. Roland
Executive Vice President and
Chief Financial Officer
Date March 3, 2003