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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: 811-7978
ING Mayflower Trust
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(Exact name of registrant as specified in charter)
7337 E. Doubletree Ranch Rd., Scottsdale, AZ 85258
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(Address of principal executive offices) (Zip code)
C T Corporation System, 101 Federal Street, Boston, MA 02110
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(Name and address of agent for service)
Registrant's telephone number, including area code: 1-800-992-0180
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Date of fiscal year end: October 31
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Date of reporting period: October 31, 2003
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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):
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ANNUAL REPORT
ANNUAL REPORT
OCTOBER 31, 2003
CLASSES A, B, C AND M
INTERNATIONAL EQUITY FUNDS
ING EMERGING COUNTRIES FUND
ING FOREIGN FUND
ING INTERNATIONAL FUND
ING INTERNATIONAL SMALLCAP GROWTH FUND
ING INTERNATIONAL VALUE FUND
ING PRECIOUS METALS FUND
ING RUSSIA FUND
GLOBAL EQUITY FUNDS
ING GLOBAL EQUITY DIVIDEND FUND
ING GLOBAL REAL ESTATE FUND
ING WORLDWIDE GROWTH FUND
[GRAPHIC]
[ING FUNDS LOGO]
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TABLE OF CONTENTS
<Table>
President's Letter 1
Market Perspective 3
Portfolio Managers' Reports 4
Index Descriptions 24
Independent Auditors' Report 25
Statements of Assets and Liabilities 26
Statements of Operations 30
Statements of Changes in Net Assets 33
Financial Highlights 37
Notes to Financial Statements 52
Portfolios of Investments 68
Shareholder Meeting Information 92
Tax Information 93
Trustee and Officer Information 94
</Table>
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PRESIDENT'S LETTER
[PHOTO OF JAMES M. HENNESSY]
JAMES M. HENNESSY
Dear Shareholder,
What a difference a few months can make. In my last letter to our shareholders
in the semi-annual report, it was hard to escape the sense of anxiety that many
investors were experiencing. Now, six months later, I believe there may be a
renewed sense of optimism among investors -- cautious optimism, to be sure, but
optimism nevertheless.
And I believe there are good, solid reasons for this improved outlook. For one,
many key corporations have been reporting profits in recent months. Granted, the
numbers are modest, but they have been noteworthy, consistent and credible
because many of these same companies are employing stricter accounting standards
following the Enron debacle. Going hand-in-hand with these upbeat figures are
the improving price-to-earning ratios and improving valuations that many
investors are now seeing.
The reasons for renewed confidence reach beyond the shores of the U.S. as well.
Overall, world markets are reporting strong gains. This is certainly true of
Japan, where the economy has been showing welcome signs of recovery in recent
months. That recovery, in turn, has helped trigger increases in business
activity and consumer confidence there.
We are seeing similar surges in consumer confidence in several key European
markets, and, although, some European markets remain sluggish, overall,
financial benchmarks from Europe reflect steady growth. Markets in the United
Kingdom, in particular, are reporting impressive returns, thanks in no small
part to England's robust housing market as well as strong figures coming from
the consumer in that country.
This renewed confidence has been tempered, however, by recent events and news
stories concerning mutual fund trading practices, including after-hours trading
and market timing. As with many financial services companies, ING Investments,
LLC ("ING Investments"), investment adviser to the ING Funds, and affiliates of
ING Investments (collectively, "ING") have received requests for information
from various governmental and self-regulatory agencies in connection with
investigations related to trading in investment company shares. In each case,
full cooperation and responses are being provided. ING is also conducting an
internal review of investment company share trading, as well as reviewing their
policies and procedures in this area.
Also, I want to clearly state that ING Funds does not condone the illegal
practice of after-hours trading. In addition, it has been our long-standing
policy to discourage inappropriate fund trading in our funds. In fact, over the
years, ING Funds has taken a variety of steps to address inappropriate fund
trading activity. We were among the first fund groups to employ innovative
techniques such as making extensive use of fair-value pricing for foreign
securities.
ING Funds believes that mutual funds are an important vehicle for individual
investors, because mutual funds provide the opportunity for investment in
professionally managed and monitored, diversified portfolios. As such, we
consider the fair treatment of committed investors to be of the utmost
importance. We continue to look for effective strategies to address fund trading
issues. We hope that the increased attention this issue is now receiving will
make it easier for the industry to effectively address inappropriate fund
trading in the future.
On behalf of everyone at ING Funds, thank you for your continued support. We
look forward to helping you meet your investment goals in the future.
Sincerely,
/s/ James M. Hennessy
James M. Hennessy
President
ING Funds
December 2, 2003
1
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MARKET PERSPECTIVE: YEAR ENDED OCTOBER 31, 2003
This was a tumultuous twelve months for the world's financial markets. Just
before the period started, global equity markets seemed to have found a bottom.
But by mid-March, as the six months covered by the semi-annual report drew to a
close and war clouds gathered, markets were again reaching new multi-year lows.
Japan would in fact have another two months to wait until the low point was
reached. However, the second six months had hardly started, when major conflict
in Iraq quickly ended. This meant that the risk which investors consider
inherent in assets like stocks (the "risk premium(1)"), diminished just as fast.
This theme was strongly supported by the U.S. FIXED INCOME MARKETS, more
particularly in the words of Federal Open Markets Committee Chairman Alan
Greenspan. In May he seemed to move markets by saying that the risk of deflation
was small but that the Federal Reserve might even buy bonds to forestall it, and
that a second half recovery was expected. This sounded like the best of all
worlds: low interest rates for the foreseeable future and an improving economy.
Since the U.S. economy accounts for about 30% of the world's total, such a
scenario boosted global sentiment and global stock markets soared.
World EQUITY MARKETS had their best six months in years during the second half
of the fiscal year. GLOBAL EQUITIES, as measured in dollars by the Morgan
Stanley Capital International ("MSCI") World Index, jumped 19.7% (24.3% for the
twelve months as a whole). In the U.S. the Standard & Poors ("S&P") 500 Index
rose 15.6% (20.8% for the twelve months). In tune with the theme of the
shrinking risk premium, small cap stocks did much better than mid cap stocks,
which in turn substantially outperformed large cap stocks. In the U.S. there
were increasingly encouraging signs in the economy. Second calendar quarter
Gross Domestic Product ("GDP") growth estimates were revised up to 3.3%, within
which corporate profits from current production rose 14.3% over the same quarter
in 2002. Productivity growth was estimated at the remarkable rate of 6.8%.
JAPAN'S market reached a twelve month low in May. Since then, having emerged
from recession showing GDP growth of 3.0% in the second quarter of 2003, Japan's
firmer economy continues to be driven primarily by exports, and especially by
those connected to China's capital spending growth. In the six months ended
October 31, 2003 the MSCI Japan Index rose 43.5%, and rose 33.2% for the year.
However, internally, Japan is still beset by the problems of deflation and a
banking system paralyzed by bad loans. Asia markets staged a remarkable comeback
as the SARS story subsided and focus shifted to China's economic strength.
China's rising influence on world markets became a dominant theme this year, as
many industries are making investments aimed at participation in China's growth.
In dollar terms, the MSCI Europe, Australia and Far East ("EAFE") Index returned
27.6%, with Asia ex-Japan rising 33.6% for the year ended October 31, 2003.
Asian currencies are gaining political attention in the U.S. The rising belief
is that countries such as Japan, China and others aim to keep their currencies
artificially low against the dollar in order to maintain an export advantage.
Since the cost of such policies is the loss of U.S. manufacturing jobs, policy
makers are now attempting to force the issue with our trading partners. It is
likely Asian currencies will continue rising versus the dollar and will be an
important investment consideration.
The period from November 2002 until October 2003 saw the RUSSIAN equity market
continue its spectacular performance. However, this performance was overshadowed
by developments that took place at the very end of October. In the last week of
that month, government forces arrested Mikhail Khodorkovsky, the CEO of Yukos.
Mr. Khodorkovsky was charged with tax evasion and fraud, and placed in a Moscow
prison. It appeared to most market observers Mr. Khodorkovsky's arrest was
driven by the political threat he represented to President Vladimir Putin, as
well as parties that are believed to be loyal to the President. In the weeks and
months prior to his arrest, Mr. Khodorkovsky had become more vocal about his
political aspirations, and was known to be using his personal wealth to fund
various opposition parties. Mr. Khodorkovsky has since resigned his position as
the CEO of Yukos. However, the damage to Russian equities has already been done,
as the market has fallen about 21.0% from its high in mid-October. More
importantly, the arrest has raised questions globally as to whether Russia's
political and economic transition to democracy since 2000, and its chief
architect, Vladimir Putin, are genuine or not.
In EUROPE EX UK, economic stagnation and high unemployment caused by inflexible,
high cost labor markets and higher than expected interest rates, depressed
demand. Much of Europe has slipped back into recession during 2003. Gradually
business confidence has returned and the governments in France and Germany which
account for just over half of the Eurozone's GDP, have embarked on a program of
labor and social security reform as well as tax reductions. Some business
surveys in Germany are up six months in a row, and the awaited personal tax cuts
were brought forward to 2003. In the six months ended October 31, 2003 the MSCI
Europe, ex UK, Index rose 20.2%, and for the year, 27.6%. In the UK, the economy
was much healthier than that of its European neighbors. Unemployment was low,
inflation fairly tame, and while manufacturing remained at a low ebb, overall
demand was bolstered by a free spending consumer cheered by the lowest interest
rates since Churchill and a housing price boom. In the six months to October 31,
2003 the MSCI UK Index rose 18.3%, and for the year, 20.3%. EMERGING MARKETS,
dominated by Asia, are the workshop of the world. Little surprise then that they
have benefited the most by the falling risk premium demanded of them and a
recovering global economy. In the six months ended October 31, 2003 the MSCI
Emerging Markets Free ("EMF") Index rose 40.4%, and 48.7% for the year.
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(1) Risk premium is the expected additional return required by investors for
securities that are perceived to be riskier than safer investments.
See accompanying index descriptions on page 24.
3
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ING EMERGING COUNTRIES FUND Portfolio Managers' Report
MANAGEMENT TEAM: Jan Wim Derks, Director of Global Emerging Markets Equities;
Bratin Sanyal, Senior Investment Manager; and Eric Conrads, Senior Investment
Manager, all with ING Investment Management Advisors B.V., the Sub-Adviser.
GOAL: The ING Emerging Countries Fund (the "Fund") seeks to maximize long-term
capital appreciation by investing primarily in equity securities of companies in
at least three Emerging Market countries.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class A shares,
excluding sales charges, provided a total return of 39.23% versus 48.74% for the
MSCI Emerging Markets Free ("MSCI EMF") Index.
PORTFOLIO SPECIFICS: The Fund began the period with an overweight in Asia which
we started trimming as South Korea began getting impacted by negative news from
North Korea. We were also fairly quick in reducing China as SARS was reported
there. However as the threat from SARS receded in early summer we increased our
weighting in Asia, initially by adding to China, India and Thailand and thereby
moving to an overweight in all these markets. Subsequently, we added
significantly to Taiwan as foreign investment restrictions were lifted, allowing
for several benchmark providers e.g. MSCI to consider increasing the investment
factor in Taiwan. Such a move from the benchmark providers might lead to
significant flows into Taiwanese equities. We have maintained a near neutral
position in Korea as lower valuations seem balanced by poor economic
fundamentals and the threat of fund outflows arising out of benchmark changes.
Elsewhere in the region we maintained our neutral stance in Indonesia and an
underweight position in Malaysia and the Philippines. Latin America was the best
performing region within Emerging Markets gaining 60% driven by a spectacular
performance from Brazil, up 91%. Having moved sideways for the first few months
of the reporting period, Brazil gained sharply as the initial skepticism towards
the new administration gave way to appreciation for conservative policy
initiatives and new reform measures. Mexico's performance was a respectable 24%
but gains were limited by concerns regarding the economic health of its largest
trading partner, the United States. We have maintained our overweight in Latin
America primarily via Brazil and Mexico. Recently, we have slightly reduced our
positions in Brazil while maintaining our overweight stance. In the Europe,
Middle East and Africa (EMEA) region we were overweight Eastern Europe and
Russia while maintaining South Africa as an underweight. We have since reduced
the weighting in Eastern Europe in favor of Asia as growth prospects in Asia
brightened after the SARS crisis. However, we maintained our overweight in
Russia via the oil sector until fairly late in the reporting period until
forecasts for oil prices weakened with prospects of increased supply from
countries like Venezuela, Nigeria and Iraq. We are continuing to maintain an
underweight position in Russia because of rising political uncertainty and
tentative corporate governance issues.
The Fund's under-performance can be attributed to the quality of the very sharp
rally over the last ten months. Stocks with poorer balance sheets, often with a
large debt load have seen bigger gains than stocks with a more sound financial
standing. Moreover, small capitalization (and often illiquid) stocks have
outperformed large cap stocks. The fund holdings are biased away from either of
these classes of stocks as medium to long-term prospects for such stocks remain
poor. Very volatile in/outflows leading to a turnover rate of approximately 250%
over the reporting period was also a significant detractor of performance.
MARKET OUTLOOK: Several pieces of good economic news confirms our optimism over
the last several months. Good industrial production figures from Japan, positive
numbers from Germany and strong Gross Domestic Product from the U.S. all point
to a potential broad based global economic recovery. Therefore, we remain
constructive on the emerging markets asset class. Emerging markets may continue
to offer good absolute returns, as we have seen in 2003 so far. We believe
emerging markets may deliver relatively strong earnings growth of approximately
20% in 2004. We expect multiple expansion within the emerging markets as
valuations remain at a deep discount to developed markets and at very low levels
historically. For 2004 average Price/Earnings (P/E) are at around 10-12 times.
Furthermore, emerging economies are expected to grow by 4.0% on average in 2003
and 5.2% in 2004. In addition, with the dividend yield of approximately 2.5% we
also see yield support. Our investment strategy is to focus on countries where
economic growth appears robust and on companies with improving cash flows, solid
balance sheets and attractive valuations. We are currently finding the best
opportunities in Brazil, Mexico, Taiwan, Thailand and India.
4
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Portfolio Managers' Report ING EMERGING COUNTRIES FUND
[CHART]
<Table>
<Caption>
ING EMERGING COUNTRIES FUND CLASS ING EMERGING COUNTRIES FUND CLASS
A WITH SALES CHARGE A WITHOUT SALES CHARGE MSCI EMF INDEX
11/28/94 $ 9,427 $ 10,000 $ 10,000
10/31/95 $ 9,617 $ 10,202 $ 8,501
10/31/96 $ 11,641 $ 12,348 $ 9,052
10/31/97 $ 13,270 $ 14,077 $ 8,284
10/31/98 $ 9,827 $ 10,425 $ 5,717
10/31/99 $ 13,640 $ 14,469 $ 8,268
10/31/2000 $ 13,549 $ 14,372 $ 7,540
10/31/2001 $ 9,860 $ 10,460 $ 5,771
10/31/2002 $ 10,334 $ 10,962 $ 6,259
10/31/2003 $ 14,388 $ 15,263 $ 9,309
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED OCTOBER 31, 2003
-----------------------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A AND C OF CLASS B OF CLASS M
1 YEAR 5 YEAR 11/28/94 05/31/95 08/05/2002
------ ------ ---------------- --------------- ---------------
Including Sales Charge:
Class A(1) 31.21% 6.66% 4.16% -- --
Class B(2) 33.42% 7.03% -- 4.60% --
Class C(3) 37.42% 7.07% 3.94% -- --
Class M(4) 33.75% -- -- -- 26.11%
Excluding Sales Charge:
Class A 39.23% 7.92% 4.85% -- --
Class B 38.42% 7.33% -- 4.60% --
Class C 38.42% 7.07% 3.94% -- --
Class M 38.62% -- -- -- 29.79%
MSCI EMF Index 48.74% 10.24% -0.80%(5) 0.58%(6) 33.49%(7)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING Emerging Countries Fund against the MSCI EMF Index. The
Index is unmanaged and has no cash in its portfolio, imposes no sales charges
and incurs no operating expenses. An investor cannot invest directly in an
index. The Fund's performance is shown both with and without the imposition of
sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Reflects deduction of the Class B deferred sales charge of 5% and 2%,
respectively, for the 1 year and 5 year returns.
(3) Reflects deduction of the Class C deferred sales charge of 1% for the 1
year return.
(4) Reflects deduction of the maximum Class M sales charge of 3.25%.
(5) Since inception performance for index is shown from 12/01/94.
(6) Since inception performance for index is shown from 06/01/95.
(7) Since inception performance for index is shown from 08/01/02.
PRINCIPAL RISK FACTOR(S): Sensitivity to currency exchange rates, international,
political and economic conditions and other risks that affect foreign
securities. Risk of foreign investing are generally intensified for investments
in emerging markets.
See accompanying index descriptions on page 24.
5
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ING FOREIGN FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Rudolph-Riad Younes, CFA, Senior Vice President and
Head of International Equity and Richard Pell, Senior Vice President and Chief
Investment Officer, both with Julius Baer Investment Management, Inc., the
Sub-Adviser.
GOAL: The ING Foreign Fund (the "Fund") focuses on long-term growth of capital
by investing primarily in international equity securities.
PERFORMANCE: For the period July 1, 2003 (inception date of the Fund) through
October 31, 2003 the Fund's Class A shares, excluding sales chares, provided a
total return of 10.10% compared to the Morgan Stanley Capital International
Europe, Australia and Far East ("MSCI EAFE") Index, which returned 14.93%.
PORTFOLIO SPECIFICS: The Fund was launched on July 1, 2003. Over the past four
months, our focus has been to position this new fund according to our
international equity strategy. As the Fund began to grow in terms of net assets,
we were able to expand the number of individual issues held for diversification
purposes, consistent with our general philosophy for the management of
international equities. At present, the Fund holds over 200 individual
companies. The majority of these issues are within the developed markets of
Canada, Australia, Europe and Japan. We also maintain approximately 12% within a
variety of emerging markets. With the Fund now well positioned within our
recommended strategy, we are focused on performance with the aim to seek to
outperform the MSCI EAFE Index, which serves as our benchmark.
The underperformance of the Fund versus the benchmark was primarily due to
underweighted positions in the Japanese and Hong Kong markets. Additionally, as
the Fund did hold a position in cash equivalents during the period, this also
negatively impacted the Fund's relative return. While we did invest in Japan, we
were underweight versus the benchmark. Additionally, the Fund's underweight
position within Hong Kong detracted from results amid an environment where
investors were more comfortable adding to emerging markets generally.
MARKET OUTLOOK: Our current views for markets as well as recommended positioning
are as follows:
The US dollar is likely to continue to decline over the next several years. It
seems clear that the current administration favors a policy of gradual dollar
depreciation. The huge U.S. current account deficit and negative real short-term
rates place fundamental pressure on the value of the dollar. This view has
important implications as to the sectors and individual companies that we
purchase within the Fund. Specifically, companies that are largely dependent on
US dollar earnings will likely come under pressure as we move forward.
We would characterize our views for Japan as cautiously optimistic. The Japanese
market is benefiting from the boom in China (huge capital expenditure
expansion). There have been positive external and internal forces at work in
Japan that are creating positive momentum for the Japanese economy. We have
shifted a portion of our Japanese investments away from exporters that may be
hampered by a stronger yen, toward financials and domestic demand driven
companies. As an extra benefit, these domestic companies also provide us with
better diversification benefits for investments held within Europe than the
exporters.
Over the past eight years as international equity managers, our positions held
within the European equity markets often exceeded 80%. Currently, we have a
position approaching only 56%. This reduced weighting to Europe is as a result
of not only our Japanese investments, but also positions held within Emerging
Markets.
Within Emerging Markets, we have broadened positions beyond our long time
favorite, Eastern Europe, to include the following additional markets: Turkey, a
long-term European Union convergence candidate; India, a technology outsourcing
beneficiary; Brazil, a resource-rich beneficiary of the rise of China, which has
an insatiable appetite for all types of raw materials. Additionally, the
Brazilian Real is strengthening, interest rates are falling and debt burdens are
easing.
Finally, with regard to China, rather than investing directly within this
market, we prefer to focus on those beneficiaries of China's need for food,
capital goods, metals and other resources. China's financial markets are small,
and will likely remain so until the yuan becomes convertible (we do not
anticipate this anytime soon). The horrific state of the Chinese banking system
will likely be a huge problem for the equity market in the years ahead. Our
indirect investments however should provide better protection while maintaining
exposure to the structurally positive Chinese growth themes.
6
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Portfolio Managers' Report ING FOREIGN FUND
[CHART]
<Table>
<Caption>
ING FOREIGN FUND CLASS A WITH SALES CHARGE ING FOREIGN FUND CLASS A WITHOUT SALES CHARGE MSCI EAFE INDEX
7/1/2003 $ 9,425 $ 10,000 $ 10,000
10/31/2003 $ 10,377 $ 11,010 $ 11,493
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED
OCTOBER 31, 2003
---------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A OF CLASS B OF CLASS C
07/01/03 07/08/03 07/03/03
--------------- --------------- ---------------
Including Sales Charge:
Class A(1) 3.77% -- --
Class B(2) -- 1.80% --
Class C(3) -- -- 6.21%
Excluding Sales Charge:
Class A 10.10% -- --
Class B -- 6.80% --
Class C -- -- 7.21%
MSCI EAFE Index 14.93%(4) 14.93%(4) 14.93%(4)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING Foreign Fund against the MSCI EAFE Index. The Index is
unmanaged and has no cash in its portfolio, imposes no sales charges and incurs
no operating expenses. An investor cannot invest directly in an index. The
Fund's performance is shown both with and without the imposition of sales
charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Reflects deduction of the Class B deferred sales charge of 5% and 2%,
respectively, for the 1 year and 5 year returns.
(3) Reflects deduction of the Class C deferred sales charge of 1% for the 1
year return.
(4) Since inception performance for index is shown from 07/01/03.
PRINCIPAL RISK FACTOR(S): Sensitivity to currency exchange rates, international,
political and economic conditions and other risks that affect foreign
securities. Risk of foreign investing are generally intensified for investments
in emerging markets.
See accompanying index descriptions on page 24.
7
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ING INTERNATIONAL FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Richard Saler, Senior Portfolio Manager and Philip
Schwartz, Senior Portfolio Manager, both with Aeltus Investment Management,
Inc., the Sub-Adviser.
GOAL: The ING International Fund (the "Fund") seeks to maximize long-term growth
of capital through investment in equity securities and equity equivalents of
companies outside the U.S. The Fund may hold up to 35% of its assets in
securities of U.S. issuers, including investment-grade debt securities.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class A shares,
excluding sales charges, provided a total return of 20.72%, compared to the
Morgan Stanley Capital International Europe, Australia and Far East ("MSCI
EAFE") Index, which returned 27.57% for the same period.
PORTFOLIO SPECIFICS: Over the last year the Fund was repositioned in
anticipation of an improving economy. Stock selection was the primary reason for
the Fund's weak relative performance, and choices among economic sectors were
less significant. Cash holdings muted gains relative to the MSCI EAFE Index, but
were somewhat offset by an underweight in health care. Information technology
was a strong performer, and the Fund's weighting was in line with the MSCI EAFE
Index. Stock selection suffered because the Fund favored financially strong
companies at a time when financially challenged companies and small cap stocks
were the market leaders. Stock selection was an adverse factor in materials,
consumer discretionary and consumer staples stocks. Stock selection in
financials and energy helped relative performance.
Individually, Australian insurer QBE made the biggest positive contribution,
benefiting from strong pricing and cost controls. Other strong performers
included generic drug maker Teva Pharmaceutical, and Japanese semiconductor
equipment maker Tokyo Electron. Hurting performance was Sony, following a
surprise earnings shortfall. Other negative performers were Japanese food
retailer Ito-Yokado and UK publisher Pearson.
MARKET OUTLOOK: The investment landscape has changed dramatically from last
year. Global economic activity has clearly improved as evidenced by strong Gross
Domestic Product numbers in the U.S. and China. Australian and UK central banks
are already raising interest rates. Investors must weigh the possibility of
continued economic growth against less attractive stock prices and the potential
for disappointment in 2004. Although rates may have begun an upward trend, it is
expected the major central banks will be slow to adopt a tighter monetary
policy. Of greater concern is the risk of slowing U.S. growth, as the effects of
lower interest rates and tax cuts are largely played out. The managers see
continued opportunities in emerging markets, and particularly in Asia. Defensive
sectors such as food and beverage are also looking more attractive after a
lengthy period of underperformance. In Japan, our focus remains on companies
that are restructuring to improve profitability. We remain skeptical of Japan's
ability to sustain economic growth. In Europe, we find mixed opportunities,
where the strong Euro and structural rigidities continue to plague the region.
Some structural reform is, however, slowly taking place in Germany. Europe is
likely to continue to experience slow growth. We will continue to seek
attractively valued stocks and sectors together with improving
fundamentals.
8
<Page>
Portfolio Managers' Report ING INTERNATIONAL FUND
[CHART]
<Table>
<Caption>
ING INTERNATIONAL FUND CLASS A ING INTERNATIONAL FUND CLASS A
WITH SALES CHARGE WITHOUT SALES CHARGE MSCI EAFE INDEX
1/3/94 $ 9,425 $ 10,000 $ 10,000
10/31/94 $ 10,603 $ 11,250 $ 11,276
10/31/95 $ 10,113 $ 10,730 $ 11,268
10/31/96 $ 11,546 $ 12,251 $ 12,485
10/31/97 $ 12,395 $ 13,151 $ 13,100
10/31/98 $ 13,495 $ 14,318 $ 14,403
10/31/99 $ 17,410 $ 18,471 $ 17,769
10/31/2000 $ 19,242 $ 20,416 $ 17,295
10/31/2001 $ 15,127 $ 16,050 $ 13,028
10/31/2002 $ 13,183 $ 13,987 $ 11,343
10/31/2003 $ 15,915 $ 16,886 $ 14,470
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED OCTOBER 31, 2003
-------------------------------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A OF CLASS B OF CLASS C
1 YEAR 5 YEAR 01/03/94 08/22/00 09/15/00
------ ------ --------------- --------------- ---------------
Including Sales Charge:
Class A(1) 13.78% 2.14% 4.84% -- --
Class B(2) 13.96% -- -- -10.18% --
Class C(3) 17.97% -- -- -- -8.09%
Excluding Sales Charge:
Class A 20.72% 3.35% 5.47% -- --
Class B 18.96% -- -- -9.39% --
Class C 18.97% -- -- -- -8.09%
MSCI EAFE Index 27.57% 0.09% 3.83%(4) -7.64%(5) -7.64%(5)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING International Fund against the MSCI EAFE Index. The
Index is unmanaged and has no cash in its portfolio, imposes no sales charges
and incurs no operating expenses. An investor cannot invest directly in an
index. The Fund's performance is shown both with and without the imposition of
sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Reflects deduction of the Class B deferred sales charge of 5% and 3%,
respectively, for the 1 year and since inception returns.
(3) Reflects deduction of the Class C deferred sales charge of 1% for the 1
year return.
(4) Since inception performance for the index is shown from 01/01/94.
(5) Since inception performance for the index is shown from 09/01/00.
Effective November 1, 2001, Class A shares liquidated within 30 days of purchase
are subject to a 2% redemption fee.
PRINCIPAL RISK FACTOR(S): In exchange for higher growth potential, investing in
stocks of smaller companies may entail greater price volatility than those of
larger companies. Price volatility and other risks accompany an investment in
growth-oriented foriegn equities. Currency exchange rates, international,
political and economic conditions and other risk affect foreign securities. The
risks of foreign investing are generally intensified for investing in emerging
markets.
See accompanying index descriptions on page 24.
9
<Page>
ING INTERNATIONAL SMALLCAP GROWTH FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Horacio A. Valeiras, CFA, Chief Investment Officer
and Loretta J. Morris, Lead Portfolio Manager, International, both with
Nicholas-Applegate Capital Management, the Sub-Adviser.
GOAL: The International Small Cap Growth Fund (the "Fund") seeks to maximize
long-term capital appreciation primarily through investments in equity
securities of small-sized companies in countries outside of the U.S. believed to
have growth potential.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class A shares,
excluding sales charges, provided a total return of 38.26%. The Citigroup
Europe, Pacific Australasia Composite Extended Market ("EPAC EM") Index rose
45.03% during the same period.
PORTFOLIO SPECIFICS: The Fund's holdings in almost every country and sector
posted strong, double-digit returns. The Fund's relative underperformance was
caused primarily by disappointing stock selection in technology companies.
During the period, investors in international small-cap stocks preferred safer,
lower-growth names. This hurt the Fund's relative performance since holdings
were concentrated in stocks with higher growth expectations, which can be
somewhat more volatile. A modest underweight in Japan was another negative, as
was stock selection in the technology and transportation sectors relative to the
benchmark.
On the positive side, holdings in a number of sectors and countries helped
performance versus the Citigroup EPAC EM. Issue selection among financial
services companies was a plus. From a country perspective, select holdings in
the United Kingdom and Switzerland outperformed the benchmark.
The Fund's best-performing stocks included UK-based Man Group, a publicly traded
hedge fund that advanced on strong demand for its products; and Swiss Life, a
multinational insurance and financial services firm which is undergoing a
restructuring.
MARKET OUTLOOK: The upturn in economic and earnings growth worldwide and the
more stable geopolitical climate bode well for international stock markets. We
find the recent improvement in the U.S. employment market especially encouraging
given we believe this has been a key risk to a sustained global recovery. We are
also optimistic that corporations, which have held back on spending for several
years, will once again make a contribution to global growth. As investors gain
increased confidence in the persistence of the economic and earnings recovery,
prices of international small-cap stocks should continue to climb higher. In
particular, we are excited about the investment potential of many Asian
companies that are leveraged to a cyclical resurgence in economic activity.
More importantly, we remain committed to consistently applying our proven
investment philosophy and process in all market environments. Our focus is on
identifying and making timely investments in companies poised to benefit from
positive, sustainable change. We are confident that by adhering to our approach,
we will meet our goal of delivering strong, long-term performance to
shareholders.
10
<Page>
Portfolio Managers' Report ING INTERNATIONAL SMALLCAP GROWTH FUND
[CHART]
<Table>
<Caption>
ING INTERNATIONAL SMALLCAP GROWTH FUND CLASS A ING INTERNATIONAL SMALLCAP GROWTH FUND CLASS A CITIGROUP EPAC EMI
WITH SALES CHARGE WITHOUT SALES CHARGE INDEX
8/31/94 $ 9,427 $ 10,000 $ 10,000
10/31/94 $ 9,374 $ 9,944 $ 9,882
10/31/95 $ 9,064 $ 9,615 $ 9,398
10/31/96 $ 10,556 $ 11,198 $ 10,529
10/31/97 $ 12,889 $ 13,672 $ 10,048
10/31/98 $ 14,905 $ 15,811 $ 10,161
10/31/99 $ 26,267 $ 27,864 $ 11,994
10/31/2000 $ 33,522 $ 35,561 $ 11,734
10/31/2001 $ 22,031 $ 23,370 $ 9,485
10/31/2002 $ 18,502 $ 19,627 $ 8,882
10/31/2003 $ 25,580 $ 27,135 $ 12,882
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
----------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS A & C OF CLASS B
1 YEAR 5 YEAR 08/31/94 05/31/95
------ ------ -------- --------
Including Sales Charge:
Class A(1) 30.31% 10.09% 10.78% --
Class B(2) 32.30% 10.44% -- 12.62%
Class C(3) 36.28% 10.68% 10.73% --
Excluding Sales Charge:
Class A 38.26% 11.40% 11.50% --
Class B 37.30% 10.71% -- 12.62%
Class C 37.28% 10.68% 10.73% --
Citigroup EPAC EM Index 45.03% 4.86% 2.80%(4) 3.78%(5)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING International SmallCap Growth Fund against the Citigroup
EPAC EM Index. The Index is unmanaged and has no cash in its portfolio, imposes
no sales charges and incurs no operating expenses. An investor cannot invest
directly in an index. The Fund's performance is shown both with and without the
imposition of sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Reflects deduction of the Class B deferred sales charge of 5% and 2%,
respectively, for the 1 year and 5 year returns.
(3) Reflects deduction of the Class C deferred sales charge of 1% for the 1
year return.
(4) Since inception performance for index is shown from 09/01/94.
(5) Since inception performance for index is shown from 06/01/95.
PRINCIPAL RISK FACTOR(S): In exchange for higher growth potential, investing in
stocks of smaller companies may entail greater price volatility than investing
in larger companies. Price volatility and other risks accompany an investment in
growth-oriented foreign equities. Currency exchange rates, international,
political and economic conditions and other risks affect foreign securities.
Risks of foreign investing are generally intensified for investments in emerging
markets.
See accompanying index descriptions on page 24.
11
<Page>
ING INTERNATIONAL VALUE FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Brandes Investment Partners' Large Cap Investment
Committee, the Sub-Adviser.
GOAL: The ING International Value Fund (the "Fund") seeks long-term capital
appreciation by investing primarily in foreign companies with market
capitalizations greater than $1 billion, but it may hold up to 25% of its assets
in companies with smaller market capitalizations.
PERFORMANCE: For the twelve-month period ended October 31, 2003, the Fund's
Class A shares, excluding sales charges, provided a total return of 35.11%
compared to the Morgan Stanley Capital International Europe, Australia and Far
East ("MSCI EAFE") Index, which returned 27.57% for the same period.
PORTFOLIO SPECIFICS: Gains for holdings in the diversified telecom services and
commercial banking industries helped drive performance for the year ended
October 31, 2003. Banca Intesa (Italy - communications equipment - 2.0% of the
Fund), Telefonica (Spain - diversified telecom services - 2.6%), and Deutsche
Telekom (Germany - diversified telecom services - 2.6%) were among positions
contributing to performance. Holdings in the communications equipment and oil &
gas industries also tended to post gains.
On a country basis, holdings in Japan, Brazil, France, and Spain helped drive
performance. Positions from these countries posting gains included Eletrobras
(Brazil - electric utilities - 2.0%), Alcatel (France - communications equipment
- - 2.7%), Sumitomo Mitsui Financial Group (Japan - commercial banking - 1.8%),
and Repsol (Spain -oil & gas - 1.5%).
During the period, we sold positions such as Daiwa House (Japan - household
durables - 0.0%), HSBC Holdings (United Kingdom - commercial banking - 0.0%),
and Nortel Networks (Canada - communications equipment - 0.0%) as appreciation
pushed their market prices toward our estimates of their fair values.
New purchases included Ahold (Netherlands - food & staples retailing - 0.9%) and
Interbrew (Belgium - beverages - 1.0%). In addition, we took advantage of price
weakness and added to select existing holdings at prices that we consider
attractive.
MARKET OUTLOOK: As of October 31, 2003, the Fund's most significant weightings
lie in Japan and the United Kingdom, and in the diversified telecom services and
commercial banking industries.
While we offer no predictions regarding the short-term direction of
international equity markets, we note that share price volatility can create new
opportunities to purchase shares of strong companies at discounts to their
underlying values.
Accordingly, we continue our search for undervalued companies that offer both
long-term appreciation potential and an attractive margin of safety. We believe
the broader market will eventually recognize the fundamental strengths of such
companies, rewarding patient investors with favorable results over the long
term.
12
<Page>
Portfolio Managers' Report ING INTERNATIONAL VALUE FUND
[CHART]
<Table>
<Caption>
ING INTERNATIONAL VALUE FUND CLASS A ING INTERNATIONAL VALUE FUND CLASS A
WITH SALES CHARGE WITHOUT SALES CHARGE MSCI EAFE INDEX
3/6/95 $ 9,427 $ 10,000 $ 10,000
10/31/95 $ 9,993 $ 10,600 $ 10,870
10/31/96 $ 11,216 $ 11,897 $ 12,044
10/31/97 $ 14,000 $ 14,851 $ 12,636
10/31/98 $ 15,381 $ 16,316 $ 13,894
10/31/99 $ 20,388 $ 21,627 $ 17,141
10/31/2000 $ 24,171 $ 25,640 $ 16,684
10/31/2001 $ 20,331 $ 21,566 $ 12,567
10/31/2002 $ 17,625 $ 18,696 $ 10,942
10/31/2003 $ 23,812 $ 25,259 $ 13,959
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
----------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS A AND C OF CLASS B
1 YEAR 5 YEAR 03/06/95 04/18/97
------ ------ ---------------- ---------------
Including Sales Charge:
Class A(1) 27.34% 7.85% -- 10.53%
Class B(2) 29.11% 8.05% 9.12% --
Class C(3) 33.08% 8.34% -- 10.54%
Excluding Sales Charge:
Class A 35.11% 9.13% -- 11.29%
Class B 34.11% 8.34% 9.12% --
Class C 34.08% 8.34% -- 10.54%
MSCI EAFE Index 27.57% 0.09% 3.92%(4) 2.03%(5)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING International Value Fund against the MSCI EAFE Index.
The Index is unmanaged and has no cash in its portfolio, imposes no sales
charges and incurs no operating expenses. An investor cannot invest directly in
an index. The Fund's performance is shown both with and without the imposition
of sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Reflects deduction of the Class B deferred sales charge of 5% and 2%,
respectively, for the 1 year and 5 year returns.
(3) Reflects deduction of the Class C deferred sales charge of 1% for the 1
year return.
(4) Since inception performance for index is shown from 03/01/95.
(5) Since inception performance for index is shown from 05/01/97.
PRINCIPAL RISK FACTOR(S): In exchange for higher growth potential, investing in
stocks of smaller companies may entail greater price volatility than those of
larger companies. International investing does pose special risks not found in
investments that are solely domestic. The risks of foreign investing are
generally intensified for investing in emerging markets.
See accompanying index descriptions on page 24.
13
<Page>
ING PRECIOUS METALS FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: James A. Vail, C.F.A., Vice President and Portfolio
Manager with Aeltus Investment Management, Inc., the Sub-Adviser.
GOAL: The ING Precious Metals Fund (the "Fund") seeks to attain capital
appreciation and hedge against the loss of buying power of the U.S. dollar as
may be obtained through investment in gold and securities of companies engaged
in mining or processing gold throughout the world.
PERFORMANCE: For the year ended October 31, 2003 the Fund's Class A shares,
excluding sales charges, provided a total return of 57.73% compared to the
Standard & Poors ("S&P") 500 Index, Gold Bullion and Financial Times ("FT") Gold
Mines Index which returned 20.80%, 21.88% and 54.05%, respectively, for the same
period.
PORTFOLIO SPECIFICS: The ING Precious Metals Fund (the "Fund") seeks to attain
capital appreciation and hedge against the loss of buying power of the U.S.
dollar through investment in gold bullion and in the securities of companies
engaged in the mining or processing of gold and other precious metals and
materials. The fundamentals for the gold sector remained positive throughout the
reporting period, fostered by continued international tensions, U.S. Dollar
volatility, lower interest rates globally, and reduced producer hedging.
Additionally, the sector continues to consolidate, bringing greater discipline
and efficiency to the production equation. Lastly, gold as an alternative asset
class appears to be gaining attention from individual and institutional
investors around the world.
During the year the Fund increased its exposure to emerging junior exploration
and development companies. Senior producers are constantly looking for new
sources of resources and reserves, and these smaller companies could provide
needed ounces. In the last year these names provided solid out-performance in
relation to the benchmark. Consolidation continues with Ashanti Goldfield being
taken by AngloGold Limited, and we believe this trend will likely continue.
MARKET OUTLOOK: Industry fundamentals continue to be strong, and gold prices are
moving higher, achieving levels not seen in recent years. The key going forward
remains the weakening U.S. dollar. As gold becomes more affordable in foreign
currencies, we believe demand should increase. Demand could also be supported as
hedged producers seek to increase exposure to higher metal prices by reducing or
eliminating their hedge books. Finally, the World Gold Council is pursuing an
exchange traded fund redeemable into gold bullion which should layer another
level onto existing gold demand.
14
<Page>
Portfolio Managers' Report ING PRECIOUS METALS FUND
[CHART]
<Table>
<Caption>
ING PRECIOUS METALS FUND CLASS A ING PRECIOUS METALS FUND CLASS A
WITH SALES CHARGE(a) WITHOUT SALES CHARGE(b)
10/31/93 $ 9,430 $ 10,000
10/31/94 $ 11,228 $ 11,906
10/31/95 $ 9,302 $ 9,864
10/31/96 $ 11,273 $ 11,954
10/31/97 $ 7,224 $ 7,660
10/31/98 $ 6,307 $ 6,687
10/31/99 $ 6,307 $ 6,687
10/31/2000 $ 4,288 $ 4,547
10/31/2001 $ 5,769 $ 6,118
10/31/2002 $ 8,366 $ 8,872
10/31/2003 $ 13,196(a) $ 13,993(b)
<Caption>
S&P 500 INDEX(c) GOLD BULLION(d) FT GOLD MINES INDEX(e)
10/31/93 $ 10,000 $ 10,000 $ 10,000
10/31/94 $ 10,387 $ 10,383 $ 10,922
10/31/95 $ 13,133 $ 10,351 $ 8,729
10/31/96 $ 16,297 $ 10,266 $ 9,511
10/31/97 $ 21,531 $ 8,424 $ 6,289
10/31/98 $ 26,266 $ 7,906 $ 5,636
10/31/99 $ 33,008 $ 8,090 $ 4,958
10/31/2000 $ 35,018 $ 7,162 $ 3,010
10/31/2001 $ 26,297 $ 7,548 $ 4,275
10/31/2002 $ 22,325 $ 8,581 $ 5,442
10/31/2003 $ 26,968(c) $ 10,458(d) $ 8,383(e)
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIODS ENDED OCTOBER 31, 2003
--------------------------------------------------------
1 YEAR 5 YEAR 10 YEAR
------ ------ -------
Including Sales Charge:
Class A(1) 48.66% 14.54% 2.80%
Excluding Sales Charge:
Class A 57.73% 15.90% 3.42%
S&P 500 Index 20.80% 0.53% 10.43%
Gold Bullion 21.88% 5.73% 0.44%
FT Gold Mines Index 54.05% 8.18% -1.77%
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING Precious Metals Fund against the S&P 500 Index, Gold
Bullion and FT Gold Mines Index. The Indices are unmanaged and have no cash in
their portfolios, impose no sales charges and incur no operating expenses. An
investor cannot invest directly in an index. The Fund's performance is shown
both with and without the imposition of sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
PRINCIPAL RISK FACTOR(S): Price volatility due to non-diversification and
concentration in the gold/precious metals industry. The market for gold and
other precious metals is widely unregulated and is located in foreign countries
that have the potential for instability. Precious metals earn no income, have
higher transaction/storage costs and realize gain only with an increase in
market price. International investing does pose special risks including currency
fluctuation, economic and political risk not found in investments that are soley
domestic. Risk of foreign investing are generally intensified for investments in
emerging markets.
See accompanying index descriptions on page 24.
15
<Page>
ING RUSSIA FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Samuel Oubadia, Senior Investment Manager - Emerging
Markets Equities, Michiel Bootsma, Investment Manager - Emerging Markets
Equities, Jan Wim Derks, Director - Head of Emerging Markets Equities,
Fritz Moolhuizen - Managing Director, Head of Equities, all with ING Investment
Management Advisors B.V., the Sub-Adviser.
GOAL: The ING Russia Fund (the "Fund") seeks long-term capital appreciation
through investments primarily in equity securities of Russian companies.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class A shares,
excluding sales charges, provided a total return of 58.98%. In the same period
the Moscow Times Index and Russian Trading System Index (RTS) returned 46.25%
and 45.93% respectively.
PORTFOLIO SPECIFICS: Several key holdings have been behind the very strong
performance of the Russia Fund. These include Russia's largest mining company,
Norilsk Nickel. The stock gained a whopping 160.0% over the relevant period
primarily in response to high nickel and copper prices. The company is
increasingly broadening its activities and is becoming more involved in the
production of precious metals. Norilsk has long been a producer of palladium.
However, a series of acquisitions has turned Norilsk into an important producer
of gold as well. By some estimates, Norilsk may be among the world's 10 largest
gold producers by the end of 2003.
Another one of the market's outstanding performers was the steel company
Severstal. The Russia Fund steadily increased its position in Severstal over the
past year. The company's shares gained about 102.0% from November 2002 until
October 2003. Again, high steel prices were the main driver behind the rise in
Severstal's share price.
The stock that stood out in the Oil & Gas sector was the gas giant, Gazprom. The
company's shares rose on the news that the ring fence, which prevents most
foreign shareholders from holding local Gazprom shares, will likely be lifted
before the end of 2004. Investors in the Russian market have been waiting for
this development for quite some time, as Gazprom's local share trades at a
substantial discount to the London-listed ADR (American Depository Receipt).
Gazprom ADRs gained almost 80.0% over the relevant period.
MARKET OUTLOOK: Our fundamental view on the Russian economy has not changed
significantly. We expect real GDP growth of 4%-6% in 2004. Although the surplus
in the current account (as a percentage of GDP) will likely decrease, it should
still remain in the range of 2%-3%. Finally, we expect a balanced federal budget
for 2004.
In spite of the positive outlook for the Russian economy, the Russian equity
market currently faces what is perhaps its first real test in some time. Some
investors will clearly be put off by the recent political turmoil surrounding
Yukos and its former CEO. It is reasonable to believe that at least a portion of
these investors will choose to wait and see how the story develops before
returning to the market. The next six-month period will see (at least) two
critical points. They are the parliamentary elections in early December, and the
Presidential elections in March of 2004. Until then, we can expect the market to
remain volatile, as investors may fear that the Kremlin will try to silence some
of its other political opponents. Nevertheless, we believe that these elections
will pass relatively smoothly. Once the election period has passed, we would
expect market participants to again turn their attention on Russia's economic
fundamentals, and developments regarding the reform process.
16
<Page>
Portfolio Managers' Report ING RUSSIA FUND
[CHART]
<Table>
<Caption>
ING RUSSIA FUND CLASS A ING RUSSIA FUND CLASS A
WITH SALES CHARGE(a) WITHOUT SALES CHARGE(b) MOSCOW TIMES INDEX(c) RUSSIAN TRADING SYSTEM INDEX(d)
7/3/96 $ 9,425 $ 10,000 $ 10,000 $ 10,000
10/31/96 $ 8,227 $ 8,729 $ 9,433 $ 8,719
10/31/97 $ 16,951 $ 17,986 $ 23,697 $ 20,685
10/31/98 $ 2,434 $ 2,583 $ 3,057 $ 2,933
10/31/99 $ 3,860 $ 4,096 $ 5,745 $ 4,985
10/31/2000 $ 7,059 $ 7,490 $ 11,609 $ 9,616
10/31/2001 $ 7,937 $ 8,422 $ 13,276 $ 10,419
10/31/2002 $ 11,995 $ 12,727 $ 23,815 $ 18,584
10/31/2003 $ 19,199(a) $ 20,371(b) $ 34,829(c) $ 27,119(d)
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIODS ENDED OCTOBER 31, 2003
------------------------------------------------------
SINCE INCEPTION
1 YEAR 5 YEAR 07/03/96
------ ------ ---------------
Including Sales Charge:
Class A(1) 49.84% 49.13% 9.20%
Excluding Sales Charge:
Class A 58.98% 50.94% 10.09%
Moscow Times Index 46.25% 62.70% 17.73%(2)
Russian Trading System Index 45.93% 56.04% 13.17%(2)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING Russia Fund against the Moscow Times Index and the
Russian Trading System Index. The Indices are unmanaged and have no cash in
their portfolios, impose no sales charges and incur no operating expenses. An
investor cannot invest directly in an index. The Fund's performance is shown
both with and without the imposition of sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Since inception performance for index is shown from 07/01/96.
Redemptions on shares held less than 365 days are subject to a redemption fee of
2% of the redemption proceeds.
PRINCIPAL RISK FACTOR(S): Increased price volatility and other risks that
accompany an investment in equity securities of issuers in a single region. The
Fund is a non-diversified portfolio. Concentration may lead to higher
share-price volatility. Currency exchange rates, international, political and
economic conditions and other risks affect foreign securities.
See accompanying index descriptions on page 24.
17
<Page>
ING GLOBAL EQUITY DIVIDEND FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: A team of investment professionals led by Jorik van
den Bos, Director in the Global Equities team and Joris Franssen, Portfolio
Manager and member of the Global Equities team both with ING Investment
Management Advisors B.V., the Sub-Adviser.
GOAL: The ING Global Equity Dividend Fund (the "Fund") seeks growth of capital
with dividend income as a secondary consideration through investment primarily
in equity securities of dividend paying companies.
PERFORMANCE: For the period September 17, 2003 (inception date of the Fund)
through October 31, 2003 the Fund's Class A shares, excluding sales charges,
provided a total return of 4.90% compared to the Morgan Stanley Capital
International ("MSCI") World Index and the FTSE World Index which returned 5.95%
and 6.03%, respectively.
PORTFOLIO SPECIFICS: During the reporting period the Fund benefited from
consolidation of US tobacco companies and US regional banks. Bank of America
made an offer for FleetBoston Financial, which probably will create the world's
third biggest banking acquisition. Other regional banks performed well on the
back of this news as investors expect that it will trigger more industry
takeovers. RJ Reynolds and British American Tobacco agreed to combine their US
cigarette operations. On top of that US tobacco companies took advantage of
easing litigation risk. Phillip Morris USA had a favorable court ruling in
Illinois where the Illinois Supreme Court lowered the deposit that the company
must post to appeal.
The Fund also profited from its position in the Industrial sector, due to its
operational leverage, and European financials, given their equity-market-related
exposure. Defensive sectors like European utilities and the oil majors were
lagging and had a negative contribution to the relative performance of the Fund.
On a regional basis, several countries in South-East Asia, like Hong Kong and
China, had a strong performance as low valuations and above average growth for
the region attracted many investors.
During the reporting period we sold several stocks. We sold Huaneng Power and
Pitney Bowes as the dividend yield dropped below our threshold after a strong
increase for their share prices. Eastman Kodak was sold after its dividend was
cut more than expected. Eastman Kodak has cut its dividend for the first time in
history as sales of consumer films are falling and the company needs cash to
expand into digital markets. The proceeds of our sales were invested in the U.S.
utility DTE Energy, which dividend yield is very attractive and we foresee some
upcoming events that could trigger a re-rating. We also bought Shin Corp and
Citic Pacific. Both companies have an attractive dividend yield. Next to that
they own a diversified portfolio of assets who clearly will benefit if the
recovery of the Asian region will continue.
MARKET OUTLOOK: The outlook for the Fund remains positive. We have investments
in defensive sectors like Utilities, Real Estate and Consumer Staples. We
believe these sectors are relatively cheap, less dependent on the economic
environment and offer stable, high dividend yields. This will probably result in
outperformance versus global equities if they fall further.
If the equity markets move sideways, stock selection and our consistent,
disciplined strategy may add value. It should result in positive absolute
returns and outperformance of global equities.
We believe, only in the case of a strong rally will it be difficult to
outperform global equities. If the rally is broadly driven, investments in
Financials and more cyclical sectors like Industrials and Basic Materials are
also expected to show a strong performance. A rally driven by growth stocks
(especially IT or HealthCare) may be the most difficult environment for the
Fund. Although we do not expect that absolute returns will be negative in that
scenario.
Regardless of any scenario, the Fund will always look for countries, sectors or
individual stocks to exploit any (temporary) undervaluations that often take
place.
18
<Page>
Portfolio Managers' Report ING GLOBAL EQUITY DIVIDEND FUND
[CHART]
<Table>
<Caption>
ING GLOBAL EQUITY ING GLOBAL EQUITY
DIVIDEND FUND CLASS A DIVIDEND FUND CLASS A
WITH SALES CHARGE(a) WITHOUT SALES CHARGE(b) MSCI WORLD INDEX(d) FTSE WORLD INDEX(c)
9/17/2003 $ 9,425 $ 10,000 $ 10,940 $ 10,940
10/31/2003 $ 9,887(a) $ 10,490(b) $ 10,595(c) $ 10,603(d)
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED
OCTOBER 31, 2003
-------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A OF CLASS B OF CLASS C
09/17/03 10/24/03 10/29/03
--------------- --------------- ---------------
Including Sales Charge:
Class A(1) -1.13% -- --
Class B(2) -- -3.25% --
Class C(3) -- -- -0.62%
Excluding Sales Charge:
Class A 4.90% -- --
Class B -- 1.75% --
Class C -- -- 0.38%
MSCI World Index 5.95%(4) 5.95%(4) 5.95%(4)
FTSE World Index 6.03%(4) 6.03%(4) 6.03%(4)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING Global Equity Dividend Fund against the MSCI World Index
and FTSE World Index. The Indices are unmanaged and have no cash in their
portfolios, impose no sales charges and incur no operating expenses. An investor
cannot invest directly in an index. The Fund's performance is shown both with
and without the imposition of sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Reflects deduction of the Class B deferred sales charge of 5% for the since
inception return.
(3) Reflects deduction of the Class C deferred sales charge of 1% for the 1
year return.
(4) Since inception performance for the index is shown from 10/01/03.
PRINCIPAL RISK FACTOR(S): Price volatility and other risks that accompany an
investment in growth-oriented foreign equities. Sensitivity to currency exchange
rates, international, political and economic conditions and other risks that
affect foreign securities. The Fund may also invest in small and medium sized
companies, which may be more susceptible to price volatility than larger
companies. Risks of foreign investing are generally intensified for investments
in emerging markets.
See accompanying index descriptions on page 24.
19
<Page>
ING GLOBAL REAL ESTATE FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: T. Ritson Ferguson, Chief Investment Officer; Kenneth
D. Campbell, Managing Director and Steven D. Burton, Director and Portfolio
Manager, all with Clarion CRA Securities, L.P., the Sub-Adviser.
GOAL: The ING Global Real Estate Fund (the "Fund") seeks to provide investors
with high total return primarily through investments in equity securities of
companies that are principally engaged in the real estate industry.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class A shares,
excluding sales charges, provided a total return of 33.77% compared to the
Citigroup World Property Index which returned 35.68%.
PORTFOLIO SPECIFICS: The outperforming region over the past twelve months was
the Asia-Pacific region which reflected a rebound in sentiment among investors
towards the countries whose economic growth is leveraged to a global economic
turnaround and continued strong growth from China. Hong Kong, Japan and
Australia were the top major country performers over the past year, up 39.5%,
38.5% and 37.7%, respectively, versus Europe and North America, up 34.0% and
34.6%, respectively. The Fund underperformed its benchmark primarily as the
result of being underweight the Asia-Pacific countries, particularly Hong Kong
and Japan, both of which have garnered the lion's share of their annual gains
over the past three months (Hong Kong is +33.7% over the past three months and
Japan +38.3%). The Fund remains modestly underweight these highly volatile
countries and remains overweight the more attractively valued European region.
Currency continues to play an important role in total returns for the Fund, as
the Fund has benefitted from a weakening U.S. dollar versus other currencies.
Over the past year, the U.S. dollar has weakened 26.4% versus the Australian
dollar, 18.6% versus the Canadian dollar, 16.5% versus the Euro, 11.5% versus
the Japanese Yen and 8.9% versus the British pound. The portfolio management
team believes over the next 12 months a U.S. dollar which remains in a trading
range consistent with current exchange rate levels.
MARKET OUTLOOK: Global property companies have provided strong absolute and
relative returns when compared to broad equities over the past several years.
Through an average 4-5% dividend yield plus 1-3% prospective annual earnings
growth, global property stocks continue to be well-positioned to conservatively
deliver attractive total returns over the next several years. Valuation
disparities continue to provide investment opportunity as real estate stocks
globally trade at a 5% discount on average to estimated private market
valuations. Additionally, the low correlation with broad equities continues to
provide diversification benefits in a volatile equities environment.
20
<Page>
Portfolio Managers' Report ING GLOBAL REAL ESTATE FUND
[CHART]
<Table>
<Caption>
ING GLOBAL REAL ESTATE FUND CLASS A ING GLOBAL REAL ESTATE FUND CLASS A
WITH SALES CHARGE(a) WITHOUT SALES CHARGE(b) CITIGROUP WORLD PROPERTY INDEX(c)
11/5/2001 $ 9,426 $ 10,000 $ 10,000
10/31/2002 $ 10,130 $ 10,747 $ 10,475
10/31/2003 $ 13,551(a) $ 14,377(b) $ 14,212(c)
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
-------------------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A OF CLASS B OF CLASS C
1 YEAR 11/05/01 03/15/02 01/08/02
------ --------------- --------------- ---------------
Including Sales Charge:
Class A(1) 26.08% 16.53% -- --
Class B(2) 27.83% -- 13.61% --
Class C(3) 31.89% -- -- 16.20%
Excluding Sales Charge:
Class A 33.77% 20.05% -- --
Class B 32.83% -- 15.86% --
Class C 32.89% -- -- 16.20%
Citigroup World Property Index(7) 35.68% 19.21%(4) 19.35%(5) 17.55%(6)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING Global Real Estate Fund against the Citigroup World
Property Index. The Index is unmanaged and has no cash in its portfolio, imposes
no sales charges and incurs no operating expenses. An investor cannot invest
directly in an index. The Fund's performance is shown both with and without the
imposition of sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Reflects deduction of the Class B deferred sales charge of 5% and 4%,
respectively, for the 1 year and since inception returns.
(3) Reflects deduction of the Class C deferred sales charge of 1% for the since
inception return.
(4) Since inception performance for index is shown from 11/01/01.
(5) Since inception performance for index is shown from 03/01/02.
(6) Since inception performance for index is shown from 01/01/02.
(7) Formerly the Salomon Smith Barney World Property Index.
PRINCIPAL RISK FACTOR(S): Investments in issuers that are principally engaged in
real estate, including REITs (Real Estate Investment Trust), may subject the
Fund to risks similar to those associated with the direct ownership of real
estate (in addition to securities market risk). These companies are sensitive to
factors such as changes in real estate values and property taxes, interest
rates, cash flow of underlying real estate assets, supply and demand, and the
management skill and creditworthiness of the issuer. REITs may also be affected
by tax and regulatory requirements. The Fund may invest in foreign securities.
International investing poses special risks not found in investments that are
solely domestic, including currency fluctuations, lower liquidity, political and
economic uncertainties, and differences in accounting standards. The Fund may
invest in small- and medium-sized companies, which may be more susceptible to
price swings than larger companies. Securities of smaller companies trade in
lower volume and may be less liquid than securities of larger, more established
companies.
See accompanying index descriptions on page 24.
21
<Page>
ING WORLDWIDE GROWTH FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM:
DOMESTIC EQUITY COMPONENT: Managed by a team of investment professionals led by
James Vail, CFA, Senior Vice President and Portfolio Manager with Aeltus
Investment Management, Inc., the Sub-Adviser.
INTERNATIONAL COMPONENT: Managed by a team of investment professionals led by
Richard Saler and Philip Schwartz each a Senior Vice President and Director of
International Investment Strategy with Aeltus Investment Management, Inc., the
Sub-Adviser.
GOAL: The ING Worldwide Growth Fund (the "Fund") seeks maximum long-term capital
appreciation.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class A shares,
excluding sales charges, provided a total return of 19.42%, compared to the
Morgan Stanley Capital International ("MSCI") World Index, which returned 24.32%
for the same period.
PORTFOLIO SPECIFICS, DOMESTIC: The period was characterized by positive investor
response to the generally declining interest rate environment, continued high
levels of consumer spending and a gradually improving domestic economy. During
the third quarter, slightly improved mid-year earnings reports indicated
confirmation of the positive trend, further encouraging investors to bid equity
prices higher. In the early months of the reporting period investors continued
their preference for value stocks over growth names, to the point where relative
valuations, in terms of price-to-earnings ratios, of many slow growing and even
unprofitable companies rose to levels usually associated only with successful,
faster growing growth names. As the period unfolded, however, investors
perceived that actual growth in earnings and shareholder equity had begun to
accelerate, and the two styles produced virtually identical performance. Since
the domestic portion of the Fund seeks genuine growth opportunities selling at
attractive valuations, this shift in market leadership was beneficial to
performance.
The domestic portion of the Fund benefited from its holdings in Tyco, Yahoo and
JP Morgan Chase, and not holding Johnson & Johnson, which underperformed.
Performance was held back somewhat by our under-ownership of semiconductor
stocks, exemplified by Intel, which were among the market leaders.
PORTFOLIO SPECIFICS, INTERNATIONAL: Over the last year the Fund was repositioned
in anticipation of an improving economy. Stock selection was the primary reason
for the fund's weak relative performance, and choices among economic sectors
were less significant. Cash holdings muted gains relative to the MSCI Europe,
Australia and Far East ("EAFE") Index, but were somewhat offset by an
underweight in health care, which underperformed. Information technology was a
strong performer, and the Fund's weighting was in line with the MSCI EAFE Index.
Stock selection suffered because the Fund favored financially strong companies
at a time when financially challenged companies and small cap stocks were the
market leaders. Stock selection was an adverse factor in materials, consumer
discretionary and consumer staples stocks. Stock selection in financials and
energy helped relative performance.
Individually, Australian insurer QBE made the biggest positive contribution,
benefiting from strong pricing and cost controls. Other strong performers
included generic drug maker Teva Pharmaceutical, and Japanese semiconductor
equipment maker Tokyo Electron. Hurting performance was Sony, following a
surprise earnings shortfall. Other negative performers were Japanese food
retailer Ito-Yokado and UK publisher Pearson.
MARKET OUTLOOK, DOMESTIC: We continue to believe the fiscal, monetary and
macro-economic stimuli should be positive for domestic equity markets over the
intermediate term. Third quarter preliminary Gross Domestic Product ("GDP")
growth of 7.2% reflects a temporary burst of growth, and although unsustainable
at that high level, suggests potential for corporate profit growth over the next
several quarters. Moreover, representatives of corporate management in recent
interviews have expressed guarded optimism with respect to the outlook for near
term business conditions.
On balance, we believe the domestic holdings are well positioned for the
economic and market environment we anticipate over the near to intermediate
term. Nevertheless, we continue to search for attractive opportunities which
offer above average growth that is not fully reflected in current share prices.
MARKET OUTLOOK, INTERNATIONAL: The investment landscape has changed dramatically
from last year. Global economic activity has clearly improved as evidenced by
strong GDP numbers in the U.S. and China. Australian and UK central banks are
already raising interest rates. Investors must weigh the possibility of
continued economic growth against less attractive stock prices and the potential
for disappointment in 2004. Although rates may have begun an upward trend, it is
expected the major central banks will be slow to adopt a tighter monetary
policy. Of greater concern is the risk of slowing U.S. growth, as the effects of
lower interest rates and tax cuts are largely played out. The managers see
continued opportunities in emerging markets, and particularly in Asia. Defensive
sectors such as food and beverage are also looking more attractive after a
lengthy period of underperformance. In Japan, our focus remains on companies
that are restructuring to improve profitability. We remain skeptical of Japan's
ability to sustain economic growth. In Europe, we find mixed opportunities,
where the strong Euro and structural rigidities continue to plague the region.
Some structural reform is, however, slowly taking place in Germany. Europe is
likely to continue to experience slow growth. We will continue to seek
attractively valued stocks and sectors together with improving
fundamentals.
22
<Page>
Portfolio Managers' Report ING WORLDWIDE GROWTH FUND
[CHART]
<Table>
<Caption>
ING WORLDWIDE FUND CLASS A ING WORLDWIDE FUND CLASS A
WITH SALES CHARGE(a) WITHOUT SALES CHARGE(b) MSCI WORLD INDEX(c)
10/31/93 $ 9,424 $ 10,000 $ 10,000
10/31/94 $ 10,265 $ 10,892 $ 10,817
10/31/95 $ 10,951 $ 11,621 $ 11,902
10/31/96 $ 12,554 $ 13,322 $ 13,905
10/31/97 $ 15,298 $ 16,324 $ 16,303
10/31/98 $ 17,324 $ 18,383 $ 18,861
10/31/99 $ 28,525 $ 30,268 $ 23,639
10/31/2000 $ 32,787 $ 34,791 $ 23,967
10/31/2001 $ 20,067 $ 21,294 $ 17,918
10/31/2002 $ 16,054 $ 17,035 $ 15,319
10/31/2003 $ 19,171(a) $ 20,343(b) $ 19,046(c)
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
-------------------------------------------------------------
SINCE INCEPTION
OF CLASS B
1 YEAR 5 YEAR 10 YEAR 05/31/95
------ ------ ------- --------
Including Sales Charge:
Class A(1) 12.55% 0.84% 6.72% --
Class B(2) 13.61% 1.00% -- 7.11%
Class C(3) 17.70% 1.38% 6.67% --
Excluding Sales Charge:
Class A 19.42% 2.05% 7.36% --
Class B 18.61% 1.35% -- 7.11%
Class C 18.70% 1.38% 6.67% --
MSCI World Index 24.32% 0.20% 6.65% 6.25%(4)
</Table>
Based upon a $10,000 initial investment, the graph and table above illustrate
the total return of ING Worldwide Growth Fund against the MSCI World Index. The
Index is unmanaged and has no cash in its portfolio, imposes no sales charges
and incurs no operating expenses. An investor cannot invest directly in an
index. The Fund's performance is shown both with and without the imposition of
sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) Reflects deduction of the Class B deferred sales charge of 5% and 2%,
respectively, for the 1 year and 5 year returns.
(3) Reflects deduction of the Class C deferred sales charge of 1% for the 1
year return.
(4) Since inception performance for index is shown from 06/01/95.
PRINCIPAL RISK FACTOR(S): Price volatility and other risks that accompany an
investment in growth-oriented foreign equities. Sensitivity to currency exhange
rates, international, political and economic conditions and other risks that
affect foreign securities. The Fund may also invest in small and medium sized
companies, which may be more susceptible to price volatility than larger
companies. Risks of foreign investing are generally intensified for investments
in emerging markets.
See accompanying index descriptions on page 24.
23
<Page>
INDEX DESCRIPTIONS
The CITIGROUP WORLD PROPERTY INDEX (formerly known as Salomon Smith Barney World
Property Index) is an unmanaged market-weighted total return index which
consists of many companies from developed markets whose floats are larger than
$100 million and derive more than half of their revenue from property-related
activities.
The FINANCIAL TIMES (FT) GOLD MINES INDEX is an unmanaged cap weighted index
that is designed to reflect the performance of the worldwide market in the
shares of companies whose principal activity is the mining of gold.
The FTSE WORLD INDEX is an unmanaged index that aims to capture 82-90 percent of
investable market capitalization in any country.
The GOLD BULLION is a commodity traded on the New York Mercantile Exchange.
The MSCI EAFE INDEX is an unmanaged index that measures the performance of
securities listed on exchanges in markets in Europe, Australia and the Far East.
The MSCI EMF INDEX is an unmanaged index that measures the performance of
securities listed on exchanges in developing nations throughout the world.
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.
The MSCI JAPAN INDEX is a free float-adjusted market capitalization index that
is designed to measure developed market equity performance in Japan.
The MSCI UK INDEX is a free float-adjusted market capitalization index that is
designed to measure developed market equity performance in the UK.
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.
The MOSCOW TIMES INDEX is an unmanaged index that measures the performance of 50
Russian stocks considered to represent the most liquid and most highly
capitalized Russian stocks.
The RUSSIAN TRADING SYSTEM is a capitalization-weighted index that is calculated
in U.S. dollars. The index tracks the performance of Russia's 106 most active
stocks traded on the Russian Trading System. The index is operated by the
National Association of Participants in the Securities Markets (NAUFOR), a
non-profit body.
The S&P 500 INDEX is an unmanaged index that measures the performance of
securities of approximately 500 large-capitalization U.S. companies whose
securities are traded on major U.S. stock markets.
The CITIGROUP EPAC EM INDEX (formerly known as Salomon EPAC EM Index) is an
unmanaged index that measures the performance of securities of
smaller-capitalization companies in 22 countries excluding the U.S. and Canada.
All indices are unmanaged.
An investor cannot invest directly in an index.
24
<Page>
INDEPENDENT AUDITORS' REPORT
Shareholders and Board of Trustees
of ING Mutual Funds and ING Mayflower Trust
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of ING Emerging Countries Fund, ING Foreign Fund,
ING International Fund, ING International SmallCap Growth Fund, ING Precious
Metals Fund, ING Russia Fund, ING Global Equity Dividend Fund, ING Global Real
Estate Fund, and ING Worldwide Growth Fund, each a series of ING Mutual Funds,
and ING International Value Fund, a series of ING Mayflower Trust (collectively
the "Funds"), as of October 31, 2003, and the related statements of operations,
statements of changes in net assets, and the financial highlights for the year
or period then ended. These financial statements and financial highlights are
the responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. The statements of changes in net assets for the year or period ended
October 31, 2002 and the financial highlights for each of the years or periods
in the prior periods then ended were audited by other auditors whose report
dated December 17, 2002 expressed an unqualified opinion on those financial
statements and financial highlights.
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 our 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 October 31, 2003 by correspondence with the custodian and
brokers, or by 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
above mentioned series of ING Mutual Funds and ING Mayflower Trust as of October
31, 2003, the results of their operations, changes in their net assets, and
financial highlights for the year or period then ended, in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
Boston, Massachusetts
December 19, 2003
25
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of October 31, 2003
<Table>
<Caption>
ING
ING INTERNATIONAL ING
EMERGING ING ING SMALLCAP INTERNATIONAL
COUNTRIES FOREIGN INTERNATIONAL GROWTH VALUE
FUND FUND FUND FUND FUND
--------------- ------------- ------------- ------------- ----------------
ASSETS:
Investments in securities, at value* $ 114,702,124 $ 12,114,621 $ 85,101,180 $ 326,863,374 $ 3,140,822,386
Cash 1,080,743 3,245,153 8,930,214 12,748,262 59,949,355
Foreign currencies at value** 2,050,808 116,005 -- 175,035 117,057
Receivables:
Investment securities sold 167,057 84,266 632,655 -- --
Fund shares sold 804,495 920,544 2,619,352 1,979,751 4,228,268
Dividends and interest 368,761 5,249 321,248 1,110,623 11,053,094
Other -- -- -- 143,936 --
Prepaid expenses 42,304 102,050 19,288 37,695 33,352
Reimbursement due from manager 5,138 62,723 -- -- --
--------------- ------------- ------------- ------------- ----------------
Total assets 119,221,430 16,650,611 97,623,937 343,058,676 3,216,203,512
--------------- ------------- ------------- ------------- ----------------
LIABILITIES:
Payable for investment securities purchased 345,287 2,430,635 -- -- --
Payable for fund shares redeemed 311,522 -- 93,954 543,076 6,072,684
Payable to affiliates 182,076 14,698 141,293 464,350 4,446,900
Payable for trustee fees 113,510 332 59,332 3,598 11,013
Other accrued expenses and liabilities 452,206 52,292 180,585 532,861 3,008,385
--------------- ------------- ------------- ------------- ----------------
Total liabilities 1,404,601 2,497,957 475,164 1,543,885 13,538,982
--------------- ------------- ------------- ------------- ----------------
NET ASSETS $ 117,816,829 $ 14,152,654 $ 97,148,773 $ 341,514,791 $ 3,202,664,530
=============== ============= ============= ============= ================
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 254,838,663 $ 13,609,027 $ 124,321,843 $ 497,144,222 $ 3,377,014,711
Undistributed net investment income 436,002 45,112 142,522 58,428 15,253,443
Accumulated net realized gain (loss)
on investments and foreign currencies (173,258,233) 24,431 (37,854,307) (239,679,421) (100,519,184)
Net unrealized appreciation (depreciation)
of investments and foreign currencies
(net of estimated India tax of $132,836,
$0, $0, $0, $0) 35,800,397 474,084 10,538,715 83,991,562 (89,084,440)
--------------- ------------- ------------- -------------- ----------------
NET ASSETS $ 117,816,829 $ 14,152,654 $ 97,148,773 $ 341,514,791 $ 3,202,664,530
=============== ============= ============= ============= ================
* Cost of investments in securities $ 78,882,972 $ 11,656,273 $ 74,578,750 $ 242,915,227 $ 3,230,842,178
** Cost of foreign currencies $ 1,934,239 $ 115,922 $ -- $ 175,216 $ 117,681
</Table>
See Accompanying Notes to Financial Statements
26
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of October 31, 2003 (Continued)
<Table>
<Caption>
ING
ING INTERNATIONAL ING
EMERGING ING ING SMALLCAP INTERNATIONAL
COUNTRIES FOREIGN INTERNATIONAL GROWTH VALUE
FUND FUND FUND FUND FUND
--------------- --------------- --------------- --------------- ---------------
CLASS A:
Net assets $ 71,952,730 $ 6,598,135 $ 43,820,696 $ 150,042,733 $ 1,641,943,185
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01
Shares outstanding 4,153,315 599,075 5,165,787 5,914,440 119,793,591
Net asset value and redemption price
per share $ 17.32 $ 11.01 $ 8.48 $ 25.37 $ 13.71
Maximum offering price per share (5.75%)(1) $ 18.38 $ 11.68 $ 9.00 $ 26.92 $ 14.55
CLASS B:
Net assets $ 16,425,176 $ 1,344,467 $ 12,465,985 $ 62,104,325 $ 420,651,370
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01
Shares outstanding 957,861 122,298 1,515,803 2,349,763 31,271,787
Net asset value and redemption
price per share(2) $ 17.15 $ 10.99 $ 8.22 $ 26.43 $ 13.45
Maximum offering price per share $ 17.15 $ 10.99 $ 8.22 $ 26.43 $ 13.45
CLASS C:
Net assets $ 10,033,489 $ 5,601,055 $ 14,525,705 $ 50,227,490 $ 628,704,062
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01
Shares outstanding 614,921 508,701 1,766,112 2,072,898 46,844,402
Net asset value and redemption price
per share(2) $ 16.32 $ 11.01 $ 8.22 $ 24.23 $ 13.42
Maximum offering price per share $ 16.32 $ 11.01 $ 8.22 $ 24.23 $ 13.42
CLASS I:
Net assets n/a $ 187,804 $ 11,581,291 n/a $ 482,046,661
Shares authorized n/a unlimited unlimited n/a unlimited
Par value n/a $ 0.00 $ 0.00 n/a $ 0.01
Shares outstanding n/a $ 16,997 1,370,759 n/a 35,071,815
Net asset value and redemption price
per share n/a $ 11.05 $ 8.45 n/a $ 13.74
Maximum offering price per share n/a $ 11.05 $ 8.45 n/a $ 13.74
CLASS M:
Net assets $ 1,237,499 n/a n/a n/a n/a
Shares authorized unlimited n/a n/a n/a n/a
Par value $ 0.00 n/a n/a n/a n/a
Shares outstanding 72,270 n/a n/a n/a n/a
Net asset value and redemption price
per share $ 17.12 n/a n/a n/a n/a
Maximum offering price per share (3.50%)(3) $ 17.74 n/a n/a n/a n/a
CLASS Q:
Net assets $ 18,167,935 $ 421,193 $ 14,755,096 $ 79,140,243 $ 29,319,252
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01
Shares outstanding 1,015,708 38,209 1,749,736 2,919,648 2,134,727
Net asset value and redemption price
per share $ 17.89 $ 11.02 $ 8.43 $ 27.11 $ 13.73
Maximum offering price per share $ 17.89 $ 11.02 $ 8.43 $ 27.11 $ 13.73
</Table>
- ----------
(1) Maximum offering price is computed at 100/94.25 of net asset value. On
purchases of $50,000 or more, the offering price is reduced.
(2) Redemption price per share may be reduced for any applicable contingent
deferred sales charge.
(3) Maximum offering price is computed at 100/96.50 of net asset value. On
purchases of $50,000 or more, the offering price is reduced.
See Accompanying Notes to Financial Statements
27
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of October 31, 2003
<Table>
<Caption>
ING
ING GLOBAL ING ING
PRECIOUS ING EQUITY GLOBAL WORLDWIDE
METALS RUSSIA DIVIDEND REAL ESTATE GROWTH
FUND FUND FUND FUND FUND
--------------- --------------- --------------- --------------- ---------------
ASSETS:
Investments in securities, at value* $ 99,435,939 $ 157,138,385 $ 4,085,681 $ 43,326,713 $ 137,032,648
Cash 3,688,701 16,462,146 126,881 2,030,864 7,420,807
Foreign currencies at value** 117,977 -- -- -- 4,178
Receivables:
Investment securities sold -- -- -- -- 514,498
Fund shares sold 87,190 1,976,692 18,500 152,370 34,264
Dividends and interest 11,252 1,209,244 9,092 221,408 484,345
Prepaid expenses 7,462 8,395 51,672 21,048 19,665
Reimbursement due from manager -- -- 28,434 -- 44,547
--------------- --------------- --------------- --------------- ---------------
Total assets 103,348,521 176,794,862 4,320,260 45,752,403 145,554,952
--------------- --------------- --------------- --------------- ---------------
LIABILITIES:
Payable for investment securities purchased 1,141,917 8,178,529 -- 164,638 --
Payable for fund shares redeemed 148,850 6,471,632 -- 530,605 679,626
Payable to affiliates 104,016 260,729 3,719 172,403 224,576
Payable for trustee fees 3,605 54,695 50 846 55,542
Other accrued expenses and liabilities 253,891 228,629 12,233 97,093 329,607
--------------- --------------- --------------- --------------- ---------------
Total liabilities 1,652,279 15,194,214 16,002 965,585 1,289,351
--------------- --------------- --------------- --------------- ---------------
NET ASSETS $ 101,696,242 $ 161,600,648 $ 4,304,258 $ 44,786,818 $ 144,265,601
=============== =============== =============== =============== ===============
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 125,747,992 $ 167,663,416 $ 4,087,579 $ 36,317,546 $ 355,587,392
Undistributed net investment income -- -- 37,540 711,366 --
Accumulated net realized gain (loss)
on investments and foreign currencies (57,388,906) (51,128,090) 599 1,902,784 (236,099,324)
Net unrealized appreciation of
investments and foreign currencies 33,337,156 45,065,322 178,540 5,855,122 24,777,533
--------------- --------------- --------------- --------------- ---------------
NET ASSETS $ 101,696,242 $ 161,600,648 $ 4,304,258 $ 44,786,818 $ 144,265,601
=============== =============== =============== =============== ===============
* Cost of investments in securities $ 66,102,559 $ 112,073,063 $ 3,906,896 $ 37,474,810 $ 112,301,140
** Cost of foreign currencies $ 117,977 $ -- $ -- $ -- $ 4,200
</Table>
See Accompanying Notes to Financial Statements
28
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of October 31, 2003 (Continued)
<Table>
<Caption>
ING
ING GLOBAL ING ING
PRECIOUS ING EQUITY GLOBAL WORLDWIDE
METALS RUSSIA DIVIDEND REAL ESTATE GROWTH
FUND FUND FUND FUND FUND
--------------- --------------- --------------- --------------- ---------------
CLASS A:
Net assets $ 101,696,242 $ 161,600,648 $ 4,274,057 $ 41,549,461 $ 56,876,841
Shares authorized unlimited unlimited 100,000,000 unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Shares outstanding 14,646,287 8,449,111 407,533 3,181,265 3,854,392
Net asset value and redemption price
per share $ 6.94 $ 19.13 $ 10.49 $ 13.06 $ 14.76
Maximum offering price per share (5.75%)(1) $ 7.36 $ 20.30 $ 11.13 $ 13.86 $ 15.66
CLASS B:
Net assets n/a n/a $ 11,614 $ 1,505,859 $ 35,458,976
Shares authorized n/a n/a unlimited unlimited unlimited
Par value n/a n/a $ 0.00 $ 0.00 $ 0.00
Shares outstanding n/a n/a 1,107 128,314 2,189,930
Net asset value and redemption price
per share(2) n/a n/a $ 10.49 $ 11.74 $ 16.19
Maximum offering price per share n/a n/a $ 10.49 $ 11.74 $ 16.19
CLASS C:
Net assets n/a n/a $ 18,587 $ 1,731,498 $ 45,475,707
Shares authorized n/a n/a unlimited unlimited unlimited
Par value n/a n/a $ 0.00 $ 0.00 $ 0.00
Shares outstanding n/a n/a 1,773 142,593 3,156,450
Net asset value and redemption price
per share(2) n/a n/a $ 10.48 $ 12.14 $ 14.41
Maximum offering price per share n/a n/a $ 10.48 $ 12.14 $ 14.41
CLASS Q:
Net assets n/a n/a n/a n/a $ 6,454,077
Shares authorized n/a n/a n/a n/a unlimited
Par value n/a n/a n/a n/a $ 0.00
Shares outstanding n/a n/a n/a n/a 375,981
Net asset value and redemption price
per share n/a n/a n/a n/a $ 17.17
Maximum offering price per share n/a n/a n/a n/a $ 17.17
</Table>
- ----------
(1) Maximum offering price is computed at 100/94.25 of net asset value. On
purchases of $50,000 or more, the offering price is reduced.
(2) Redemption price per share may be reduced for any applicable contingent
deferred sales charge.
See Accompanying Notes to Financial Statements
29
<Page>
STATEMENTS OF OPERATIONS
<Table>
<Caption>
ING ING
EMERGING ING ING INTERNATIONAL
COUNTRIES FOREIGN INTERNATIONAL SMALLCAP GROWTH
FUND FUND(1) FUND FUND
--------------- --------------- --------------- ---------------
YEAR ENDED PERIOD ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2003 2003 2003
--------------- --------------- --------------- ---------------
INVESTMENT INCOME:
Dividends (net of foreign taxes)* $ 2,691,883 $ 10,476 $ 1,967,883 $ 5,478,161
Interest 18,135 -- 42,867 84,366
Other 1,674 -- 1,387 1,411
Securities loaned income 10,235 -- 31,443 214,335
--------------- --------------- --------------- ---------------
Total investment income 2,721,927 10,476 2,043,580 5,778,273
--------------- --------------- --------------- ---------------
EXPENSES:
Investment management fees 1,361,309 17,306 810,521 2,988,646
Distribution and service fees:
Class A 222,736 2,306 94,606 454,427
Class B 147,006 1,347 107,627 524,648
Class C 90,335 5,567 130,899 446,047
Class M 8,196 -- -- --
Class Q 51,098 268 25,836 179,897
Transfer agent fees:
Class A 157,338 1,937 108,230 371,176
Class B 36,386 283 30,782 149,839
Class C 22,359 1,169 37,437 127,265
Class I -- 11 631 --
Class M 2,701 -- -- --
Class Q 4,059 118 724 24,046
Administrative service fees 108,905 1,731 81,052 298,865
Custody and accounting expense 232,875 2,606 77,317 306,896
Shareholder reporting expense 82,767 1,038 32,453 150,346
Registration fees 90,870 1,876 66,534 86,229
Professional fees 15,785 1,557 5,256 32,133
Trustee fees 5,265 346 2,398 17,380
Insurance expense 3,039 -- 1,716 8,151
Miscellaneous expense 24,067 346 3,802 11,308
Offering expense -- 59,486 -- --
Organizational fees -- 10,000 -- --
--------------- --------------- --------------- ---------------
2,667,096 109,298 1,617,821 6,177,299
--------------- --------------- --------------- ---------------
Less:
Net waived and reimbursed (recouped) fees 108,786 70,612 12,984 (30,000)
--------------- --------------- --------------- ---------------
Total expenses 2,558,310 38,686 1,604,837 6,207,299
--------------- --------------- --------------- ---------------
Net investment income (loss) 163,617 (28,210) 438,743 (429,026)
--------------- --------------- --------------- ---------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments 7,443,756 24,431 (1,986,957) 1,755,056
Net realized gain (loss) on foreign currencies (143,349) 17,965 (38,840) (1,065,287)
Net change in unrealized appreciation
(depreciation) of investments and
foreign currencies (net of estimated India
tax of $132,836, $0, $0, $0) 30,374,658 474,084 17,051,753 102,597,770
--------------- --------------- --------------- ---------------
Net realized and unrealized gain on
investments and foreign currencies 37,675,065 516,480 15,025,956 103,287,539
--------------- --------------- --------------- ---------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 37,838,682 $ 488,270 $ 15,464,699 $ 102,858,513
=============== =============== =============== ===============
</Table>
- ----------
<Table>
* Foreign taxes $ 330,045 $ 1,215 $ 225,485 $ 743,581
</Table>
(1) Fund commenced operations on July 1, 2003.
See Accompanying Notes to Financial Statements
30
<Page>
STATEMENTS OF OPERATIONS for the Year Ended October 31, 2003
<Table>
<Caption>
ING ING
INTERNATIONAL PRECIOUS ING
VALUE METALS RUSSIA
FUND FUND FUND
--------------- --------------- ---------------
INVESTMENT INCOME:
Dividends (net of foreign taxes)* $ 64,119,510 $ 889,783 $ 2,420,282
Interest 189,404 63,343 54,258
Other 13,878 30,533 3,684
Securities loaned income 1,107,870 27,152 9,892
--------------- --------------- ---------------
Total investment income 65,430,662 1,010,811 2,488,116
--------------- --------------- ---------------
EXPENSES:
Investment management fees 27,273,090 752,719 1,497,490
Distribution and service fees:
Class A 4,113,748 209,239 299,498
Class B 3,709,113 -- --
Class C 5,583,025 -- --
Class Q 68,051 -- --
Transfer agent fees:
Class A 2,077,997 137,859 162,705
Class B 565,365 -- --
Class C 850,800 -- --
Class I 6,102 -- --
Class Q 574 -- --
Administrative service fees 4,285,739 83,696 119,799
Custody and accounting expense 1,271,973 52,398 293,520
Shareholder reporting expense 1,383,166 38,280 60,900
Registration fees 176,268 18,094 28,818
Professional fees 411,702 9,016 24,177
Trustee fees 116,262 3,669 6,366
Insurance expense -- 1,224 2,131
Miscellaneous expense 116,709 4,406 10,891
--------------- --------------- ---------------
Total expenses 52,009,684 1,310,600 2,506,295
--------------- --------------- ---------------
Net investment income (loss) 13,420,978 (299,789) (18,179)
--------------- --------------- ---------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments (98,526,506) 25,278,248 11,569,534
Net realized loss on foreign currencies (165,164) (199,332) (12,757)
Net change in unrealized appreciation (depreciation)
of investments and foreign currencies 925,896,407 14,618,885 38,398,668
--------------- --------------- ---------------
Net realized and unrealized gain on investments
and foreign currencies 827,204,737 39,697,801 49,955,445
--------------- --------------- ---------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 840,625,715 $ 39,398,012 $ 49,937,266
=============== =============== ===============
</Table>
- ----------
<Table>
* Foreign taxes $ 8,984,162 $ 49,699 $ 438,255
</Table>
See Accompanying Notes to Financial Statements
31
<Page>
STATEMENTS OF OPERATIONS
<Table>
<Caption>
ING
GLOBAL ING ING
EQUITY GLOBAL WORLDWIDE
DIVIDEND REAL ESTATE GROWTH
FUND FUND FUND
--------------- --------------- ---------------
PERIOD ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003(1) 2003 2003
--------------- --------------- ---------------
INVESTMENT INCOME:
Dividends (net of foreign taxes)* $ 16,417 $ 2,253,927 $ 2,249,058
Interest 100 6,576 37,442
Other -- -- 1,998
Securities loaned income -- 9,341 22,196
--------------- --------------- ---------------
Total investment income 16,517 2,269,844 2,310,694
--------------- --------------- ---------------
EXPENSES:
Investment management fees 3,552 328,575 1,541,226
Distribution and service fees:
Class A 1,268 76,008 222,651
Class B 1 8,905 355,096
Class C 1 15,641 461,144
Class Q -- -- 22,210
Transfer agent fees:
Class A 1,014 49,257 178,757
Class B -- 1,443 99,782
Class C -- 2,534 129,581
Class Q -- -- 8,351
Administrative service fees 507 32,857 154,123
Custody and accounting expense 609 47,510 118,522
Shareholder reporting expense 202 28,635 81,661
Registration fees 489 52,197 63,889
Professional fees 102 7,005 22,545
Trustee fees 51 1,548 7,784
Insurance expense -- 763 4,942
Miscellaneous expense 53 3,660 6,753
Offering expense 17,672 1,507 --
Organization fees 10,000 -- --
--------------- --------------- ---------------
35,521 658,045 3,479,017
--------------- --------------- ---------------
LESS:
Net waived and reimbursed fees 28,434 63,060 122,064
--------------- --------------- ---------------
Total expenses 7,087 594,985 3,356,953
--------------- --------------- ---------------
Net investment income (loss) 9,430 1,674,859 (1,046,259)
--------------- --------------- ---------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments 741 2,269,368 (571,599)
Net realized gain (loss) on foreign currencies 8,555 (14,071) (68,995)
Net change in unrealized appreciation (depreciation)
of investments and foreign currencies 178,540 5,899,370 27,582,974
--------------- --------------- ---------------
Net realized and unrealized gain on investments
and foreign currencies 187,836 8,154,667 26,942,380
--------------- --------------- ---------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 197,266 $ 9,829,526 $ 25,896,121
=============== =============== ===============
</Table>
- ----------
<Table>
* Foreign taxes $ 479 $ 100,390 $ 212,935
</Table>
(1) Fund commenced operations on September 17, 2003.
See Accompanying Notes to Financial Statements
32
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
ING ING ING
EMERGING COUNTRIES FOREIGN INTERNATIONAL
FUND FUND FUND
-------------------------------- --------------- --------------------------------
YEAR YEAR PERIOD YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003(1) 2003 2002
--------------- --------------- --------------- --------------- ---------------
FROM OPERATIONS:
Net investment income (loss) $ 163,617 $ (834,118) $ (28,210) $ 438,743 $ (217,920)
Net realized gain (loss) on investments
and foreign currencies 7,300,407 (21,740,055) 42,396 (2,025,797) (10,118,464)
Net change in unrealized appreciation
(depreciation) of investments and
foreign currencies 30,374,658 32,027,083 474,084 17,051,753 (2,700,015)
--------------- --------------- --------------- --------------- ---------------
Increase (decrease) in net assets resulting
from operations 37,838,682 9,452,910 488,270 15,464,699 (13,036,399)
--------------- --------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income
Class A -- (1,786) -- (168,249) --
Class B -- -- -- -- --
Class C -- -- -- (1,612) --
Class I -- -- -- (50,182) --
Class Q -- (1,105) -- (45,138) --
--------------- --------------- --------------- --------------- ---------------
Total distributions -- (2,891) -- (265,181) --
--------------- --------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 388,617,983 216,145,026 15,069,369 167,030,077 102,371,057
Dividends reinvested -- 2,537 -- 197,605 --
Redemption fee proceeds -- -- -- 306,800 132,507
Net assets received in connection
with reorganization (Note 13) -- 10,040,276 -- -- 37,276,905
--------------- --------------- --------------- --------------- ---------------
388,617,983 226,187,839 15,069,369 167,534,482 139,780,469
Cost of shares redeemed (417,627,995) (248,063,246) (1,404,985) (164,862,362) (88,437,578)
--------------- --------------- --------------- --------------- ---------------
Net increase (decrease) in net assets
resulting from capital share transactions (29,010,012) (21,875,407) 13,664,384 2,672,120 51,342,891
--------------- --------------- --------------- --------------- ---------------
Net increase (decrease) in net assets 8,828,670 (12,425,388) 14,152,654 17,871,638 38,306,492
NET ASSETS:
Net assets, beginning of period 108,988,159 121,413,547 -- 79,277,135 40,970,643
--------------- --------------- --------------- --------------- ---------------
Net assets, end of period $ 117,816,829 $ 108,988,159 $ 14,152,654 $ 97,148,773 $ 79,277,135
=============== =============== =============== =============== ===============
Undistributed net investment income $ 436,002 $ -- $ 45,112 $ 142,522 $ --
=============== =============== =============== =============== ===============
</Table>
- ----------
(1) Fund commenced operations on July 1, 2003.
See Accompanying Notes to Financial Statements
33
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
ING
INTERNATIONAL ING
SMALLCAP INTERNATIONAL
GROWTH FUND VALUE FUND
-------------------------------- --------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
--------------- --------------- --------------- ---------------
FROM OPERATIONS:
Net investment income (loss) $ (429,026) $ (1,729,234) $ 13,420,978 $ 11,052,808
Net realized gain (loss) on investments
and foreign currencies 689,769 (53,391,247) (98,691,670) 52,071,566
Net change in unrealized appreciation (depreciation)
of investments and foreign currencies 102,597,770 1,153,419 925,896,407 (564,489,564)
--------------- --------------- --------------- ---------------
Increase (decrease) in net assets resulting from
operations 102,858,513 (53,967,062) 840,625,715 (501,365,190)
--------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income
Class A -- -- (6,749,895) (9,049,951)
Class B -- -- -- (97,412)
Class C -- -- -- (119,172)
Class I -- -- (3,415,778) (2,526,944)
Class Q -- -- (275,730) (250,541)
Net realized gain on investments
Class A -- -- (26,207,763) (25,504,406)
Class B -- -- (7,376,884) (8,951,514)
Class C -- -- (11,254,215) (12,776,248)
Class I -- -- (7,198,805) (4,759,757)
Class Q -- -- (571,558) (784,233)
--------------- --------------- --------------- ---------------
Total distributions -- -- (63,050,628) (64,820,178)
--------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 793,290,634 814,783,487 381,124,093 2,229,434,327
Dividends reinvested -- -- 47,901,712 48,205,060
--------------- --------------- --------------- ---------------
793,290,634 814,783,487 429,025,805 2,277,639,387
Cost of shares redeemed (847,606,966) (856,597,344) (712,137,091) (1,485,994,863)
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets
resulting from capital share transactions (54,316,332) (41,813,857) (283,111,286) 791,644,524
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets 48,542,181 (95,780,919) 494,463,801 225,459,156
NET ASSETS:
Net assets, beginning of year 292,972,610 388,753,529 2,708,200,729 2,482,741,573
--------------- --------------- --------------- ---------------
Net assets, end of year $ 341,514,791 $ 292,972,610 $ 3,202,664,530 $ 2,708,200,729
=============== =============== =============== ===============
Undistributed net investment income
(accumulated net investment loss) $ 58,428 $ (253,833) $ 15,253,443 $ 10,440,192
=============== =============== =============== ===============
</Table>
See Accompanying Notes to Financial Statements
34
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
ING ING
PRECIOUS METALS RUSSIA
FUND FUND
-------------------------------- --------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
--------------- --------------- --------------- ---------------
FROM OPERATIONS:
Net investment income (loss) $ (299,789) $ (246,612) $ (18,179) $ 1,221,694
Net realized gain on investments and foreign
currencies 25,078,916 13,345,790 11,556,777 10,582,073
Net change in unrealized appreciation
of investments and foreign currencies 14,618,885 12,849,763 38,398,668 13,682,689
--------------- --------------- --------------- ---------------
Increase in net assets resulting from operations 39,398,012 25,948,941 49,937,266 25,486,456
--------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income
Class A -- (302,618) (830,443) --
--------------- --------------- --------------- ---------------
Total distributions -- (302,618) (830,443) --
--------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 23,459,610 23,370,196 84,437,970 74,776,336
Dividends reinvested -- 276,307 659,656 --
Redemption fee proceeds -- -- 326,534 156,582
--------------- --------------- --------------- ---------------
23,459,610 23,646,503 85,424,160 74,932,918
Cost of shares redeemed (33,507,092) (37,510,436) (58,588,061) (63,780,444)
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets
resulting from capital share transactions (10,047,482) (13,863,933) 26,836,099 11,152,474
--------------- --------------- --------------- ---------------
Net increase in net assets 29,350,530 11,782,390 75,942,922 36,638,930
NET ASSETS:
Net assets, beginning of year 72,345,712 60,563,322 85,657,726 49,018,796
--------------- --------------- --------------- ---------------
Net assets, end of year $ 101,696,242 $ 72,345,712 $ 161,600,648 $ 85,657,726
=============== =============== =============== ===============
Undistributed net investment income $ -- $ -- $ -- $ 825,244
=============== =============== =============== ===============
</Table>
See Accompanying Notes to Financial Statements
35
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
ING ING ING
GLOBAL EQUITY GLOBAL REAL WORLDWIDE
DIVIDEND FUND ESTATE FUND GROWTH FUND
--------------- -------------------------------- --------------------------------
PERIOD YEAR PERIOD YEAR YEAR
ENDED ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003(1) 2003 2002(2) 2003 2002
--------------- --------------- --------------- --------------- ---------------
FROM OPERATIONS:
Net investment income (loss) $ 9,430 $ 1,674,859 $ 1,133,098 $ (1,046,259) $ (3,001,356)
Net realized gain (loss) on investments
and foreign currencies 9,296 2,255,297 404,577 (640,594) (74,277,585)
Net change in unrealized appreciation
(depreciation) of investments
and foreign currencies 178,540 5,899,370 (44,248) 27,582,974 31,285,489
--------------- --------------- --------------- --------------- ---------------
Increase (decrease) in net assets resulting
from operations 197,266 9,829,526 1,493,427 25,896,121 (45,993,452)
--------------- --------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income
Class A -- (1,402,599) (909,962) -- --
Class B -- (40,533) (9,777) -- --
Class C -- (74,301) (22,090) -- --
Class Q -- (1) -- -- --
Net realized gains on investments
Class A -- (382,139) -- -- --
Class B -- (11,315) -- -- --
Class C -- (30,471) -- -- --
--------------- --------------- --------------- --------------- ---------------
Total distributions -- (1,941,359) (941,829) -- --
--------------- --------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 4,106,992 11,101,275 29,722,567 297,182,498 188,403,422
Dividends reinvested -- 1,432,608 532,375 -- --
--------------- --------------- --------------- --------------- ---------------
4,106,992 12,533,883 30,254,942 297,182,498 188,403,422
Cost of shares redeemed -- (4,071,657) (2,370,115) (346,955,366) (300,460,131)
--------------- --------------- --------------- --------------- ---------------
Net increase (decrease) in net assets
resulting from capital share transactions 4,106,992 8,462,226 27,884,827 (49,772,868) (112,056,709)
--------------- --------------- --------------- --------------- ---------------
Net increase (decrease) in net assets 4,304,258 16,350,393 28,436,425 (23,876,747) (158,050,161)
NET ASSETS:
Net assets, beginning of period -- 28,436,425 -- 168,142,348 326,192,509
--------------- --------------- --------------- --------------- ---------------
Net assets, end of period $ 4,304,258 $ 44,786,818 $ 28,436,425 $ 144,265,601 $ 168,142,348
=============== =============== =============== =============== ===============
Undistributed net investment income $ 37,540 $ 711,366 $ 195,372 $ -- $ --
=============== =============== =============== =============== ===============
</Table>
- ----------
(1) Fund commenced operations on September 17, 2003.
(2) Fund commenced operations on November 5, 2001.
See Accompanying Notes to Financial Statements
36
<Page>
ING EMERGING COUNTRIES FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
------------------------------------------------------------------------
FOUR MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED
----------------------------------------- OCTOBER 31, JUNE 30,
2003 2002 2001 2000(1)(2) 2000
- -------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.44 11.87 16.33 20.17 16.74
Income (loss) from investment
operations:
Net investment income (loss) $ 0.03 (0.10) (0.02) (0.24) (0.20)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 4.85 0.67 (4.44) (3.60) 3.63
Total from investment operations $ 4.88 0.57 (4.46) (3.84) 3.43
Less distributions from:
Net investment income (loss) $ -- (0.00)* -- -- --
Net realized gain on investments $ -- -- -- -- --
Total distributions $ -- -- -- -- --
Net asset value, end of period $ 17.32 12.44 11.87 16.33 20.17
TOTAL RETURN(4) % 39.23 4.80 (27.31) (19.04) 20.49
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 71,953 62,063 67,247 59,541 75,311
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment(5)(6) % 2.27 2.32 2.32 2.23 2.19
Gross expenses prior to expense
reimbursement/recoupment(5) % 2.37 2.26 2.33 2.38 2.34
Net investment income (loss) after
expense reimbursement/recoupment(5)(6) % 0.22 (0.56) (0.16) (1.31) (1.15)
Portfolio turnover rate % 135 124 74 94 211
<Caption>
CLASS A
--------------------------
THREE MONTHS YEAR
ENDED ENDED
JUNE 30, MARCH 31,
1999(3) 1999
- -----------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.43 17.39
Income (loss) from investment
operations:
Net investment income (loss) $ (0.05) (0.06)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 3.36 (3.81)
Total from investment operations $ 3.31 (3.87)
Less distributions from:
Net investment income (loss) $ -- 0.02
Net realized gain on investments $ -- 0.07
Total distributions $ -- 0.09
Net asset value, end of period $ 16.74 13.43
TOTAL RETURN(4) % 24.65 (22.23)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 53,483 47,180
Ratios to average net assets:
Net expenses after expense
reimbursement/ recoupment(5)(6) % 2.13 2.27
Gross expenses prior to expense
reimbursement/recoupment(5) % 2.66 2.56
Net investment income (loss) after
expense reimbursement/recoupment(5)(6) % (1.30) (0.25)
Portfolio turnover rate % 67 213
</Table>
<Table>
<Caption>
CLASS B
-----------------------------------------------------------------------
FOUR MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED
---------------------------------------- OCTOBER 31, JUNE 30,
2003 2002 2001 2000(1)(2) 2000
- -------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.39 11.85 16.41 20.30 16.98
Income (loss) from investment
operations:
Net investment income (loss) $ (0.06) (0.16) (0.11) (0.23) (0.35)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 4.82 0.70 (4.45) (3.66) 3.67
Total from investment operations $ 4.76 0.54 (4.56) (3.89) 3.32
Less distributions from:
Net realized gain on investments $ -- -- -- -- --
Total distributions $ -- -- -- -- --
Net asset value, end of period $ 17.15 12.39 11.85 16.41 20.30
TOTAL RETURN(4) % 38.42 4.56 (27.79) (19.16) 19.55
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 16,425 15,150 14,637 22,707 30,322
Ratios to average net assets:
Net expenses after expense
reimbursement/ recoupment(5)(6) % 2.92 2.97 2.99 2.98 2.84
Gross expenses prior to expense
reimbursement/recoupment(5) % 3.02 2.91 3.00 3.12 2.99
Net investment loss after expense
reimbursement/recoupment(5)(6) % (0.40) (1.23) (0.72) (1.01) (1.80)
Portfolio turnover rate % 135 124 74 94 211
<Caption>
CLASS B
--------------------------
THREE MONTHS YEAR
ENDED ENDED
JUNE 30, MARCH 31,
1999(3) 1999
- -----------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.64 17.64
Income (loss) from investment
operations:
Net investment income (loss) $ (0.07) (0.22)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 3.41 (3.70)
Total from investment operations $ 3.34 (3.92)
Less distributions from:
Net realized gain on investments $ -- 0.08
Total distributions $ -- 0.08
Net asset value, end of period $ 16.98 13.64
TOTAL RETURN(4) % 24.49 (22.23)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 26,342 22,338
Ratios to average net assets:
Net expenses after expense
reimbursement/ recoupment(5)(6) % 2.75 2.91
Gross expenses prior to expense
reimbursement/recoupment(5) % 3.28 3.20
Net investment loss after expense
reimbursement/recoupment(5)(6) % (1.92) (0.80)
Portfolio turnover rate % 67 213
</Table>
(1) Effective October 1, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund replacing Nicholas-Applegate Capital Management.
(2) The Fund changed its fiscal year-end from June 30 to October 31.
(3) Effective May 24, 1999, ING Investments, LLC became the Investment Adviser
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to June
30.
(4) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(5) Annualized for periods less that one year.
(6) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
37
<Page>
ING EMERGING COUNTRIES FUND (CONTINUED) FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
-----------------------------------------------------------------------
FOUR MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED
---------------------------------------- OCTOBER 31, JUNE 30,
2003 2002 2001 2000(1)(2) 2000
- -------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 11.79 11.41 15.81 19.56 16.35
Income (loss) from investment
operations:
Net investment loss $ (0.06) (0.25) (0.12) (0.22) (0.32)
Net realized and unrealized gain
(loss) on investments (net of Indian
tax) $ 4.59 0.63 (4.28) (3.53) 3.53
Total from investment operations $ 4.53 0.38 (4.40) (3.75) 3.21
Less distributions from:
Net realized gain on investments $ -- -- -- -- --
Total distributions $ -- -- -- -- --
Net asset value, end of period $ 16.32 11.79 11.41 15.81 19.56
TOTAL RETURN(4) % 38.42 3.33 (27.83) (19.17) 19.63
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 10,033 9,519 12,746 22,456 29,610
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment(5)(6) % 2.92 2.97 2.99 2.98 2.84
Gross expenses prior to expense
reimbursement/recoupment(5) % 3.02 2.91 3.00 3.09 2.99
Net investment loss after expense
reimbursement/recoupment(5)(6) % (0.40) (1.20) (0.73) (0.95) (1.80)
Portfolio turnover rate % 135 124 74 94 211
<Caption>
CLASS C
---------------------------
THREE MONTHS YEAR
ENDED ENDED
JUNE 30, MARCH 31,
1999(3) 1999
- ------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.14 16.98
Income (loss) from investment
operations:
Net investment loss $ (0.07) (0.27)
Net realized and unrealized gain
(loss) on investments (net of Indian
tax) $ 3.28 (3.49)
Total from investment operations $ 3.21 (3.76)
Less distributions from:
Net realized gain on investments $ -- 0.08
Total distributions $ -- 0.08
Net asset value, end of period $ 16.35 13.14
TOTAL RETURN(4) % 24.43 (22.21)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 24,230 19,246
Ratios to average net assets:
Net expenses after expense
reimbursement/ recoupment(5)(6) % 2.75 2.90
Gross expenses prior to expense
reimbursement/recoupment(5) % 3.28 3.19
Net investment loss after expense
reimbursement/recoupment(5)(6) % (1.92) (0.77)
Portfolio turnover rate % 67 213
</Table>
<Table>
<Caption>
CLASS M
----------------------------
YEAR AUGUST 5,
ENDED 2002(7) TO
OCTOBER 31, OCT. 31,
2003 2002
- ---------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.35 12.39
Income (loss) from investment operations:
Net investment income (loss) $ (0.02) (0.03)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 4.79 (0.01)
Total from investment operations $ 4.77 (0.04)
Less distributions from:
Net asset value, end of period $ 17.12 12.35
TOTAL RETURN(4) % 38.62 (0.32)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 1,237 1,125
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(5)(6) % 2.67 2.73
Gross expenses prior to expense
reimbursement/recoupment(5) % 2.77 2.73
Net investment income (loss) after expense
reimbursement/recoupment(5)(6) % (0.14) (1.32)
Portfolio turnover rate % 135 124
</Table>
(1) Effective October 1, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund replacing Nicholas-Applegate Capital Management.
(2) The Fund changed its fiscal year-end from June 30 to October 31.
(3) Effective May 24, 1999, ING Investments, LLC became the Investment Adviser
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to
June 30.
(4) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(5) Annualized for periods less that one year.
(6) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
(7) Commencment of offering of shares.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
38
<Page>
ING FOREIGN FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A CLASS B CLASS C
----------- ----------- -----------
JULY 1, JULY 8, JULY 7,
2003(1) TO 2003(1) TO 2003(1) TO
OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2003 2003
- ------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.00 10.29 10.27
Income (loss) from investment operations:
Net investment loss $ (0.00)* (0.01) (0.01)
Net realized and unrealized gain
on investments $ 1.01 0.71 0.75
Total from investment operations $ 1.01 0.70 0.74
Net asset value, end of period $ 11.01 10.99 11.01
TOTAL RETURN(2) % 10.10 6.80 7.21
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 6,598 1,344 5,601
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 1.95 2.70 2.70
Gross expenses prior to expense reimbursement(3) % 6.03 6.78 6.78
Net investment loss after proceeds and expense reimbursement(3)(4) % (0.32) (1.03) (1.03)
Portfolio turnover rate % 50 50 50
</Table>
(1) Commencment of operations of class.
(2) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(3) Annualized for periods less than one year.
(4) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
39
<Page>
ING INTERNATIONAL FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
--------------------------------------------------------------------------
TEN MONTHS
ENDED
YEAR ENDED OCTOBER 31, OCTOBER 31, YEAR ENDED DECEMBER 31,
----------------------------------- ----------- -----------------------
2003 2002 2001 2000(1)(2) 1999 1998
- ------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 7.05 8.09 11.22 13.45 11.61 10.10
Income (loss) from investment operations:
Net investment income (loss) $ 0.04 (0.02) (0.05) 0.19 (0.01) 0.17
Net realized and unrealized gain (loss)
on investments $ 1.37 (1.04) (2.14) (1.48) 5.46 1.74
Total from investment operations $ 1.41 (1.06) (2.19) (1.29) 5.45 1.91
Less distributions from:
Net investment income $ 0.03 -- -- 0.86 0.03 0.06
Net realized gain on investments $ -- -- 0.94 0.08 3.58 0.34
Total distributions $ 0.03 -- 0.94 0.94 3.61 0.40
Redemption fees applied to capital $ 0.05 0.02 -- -- -- --
Net asset value, end of period $ 8.48 7.05 8.09 11.22 13.45 11.61
TOTAL RETURN(3) % 20.72 (12.86) (21.38) (10.22) 47.85 19.02
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 43,821 43,314 37,489 30,653 25,304 24,000
Ratios to average net assets:
Net expenses after expense reimbursement(4)(5) % 1.85 2.14 2.51 2.23 1.98 1.75
Gross expenses prior to expense
reimbursement(4) % 1.87 2.18 2.51 2.23 1.98 2.25
Net investment income (loss) after expense
reimbursement(4)(5) % 0.64 (0.32) (0.74) (0.23) (0.21) 0.35
Portfolio turnover rate % 100 126 169 113 144 144
</Table>
<Table>
<Caption>
CLASS B
--------------------------------------------------
AUGUST 22,
YEAR ENDED OCTOBER 31, 2000(6) TO
------------------------------------- OCTOBER 31,
2003 2002 2001 2000(1)
- -----------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 6.91 8.03 11.19 12.28
Income (loss) from investment operations:
Net investment loss $ (0.00)* (0.02) (0.62) (0.05)
Net realized and unrealized gain (loss) on investments $ 1.31 (1.10) (1.60) (1.04)
Total from investment operations $ 1.31 (1.12) (2.22) (1.09)
Less distributions from:
Net realized gain on investments $ -- -- 0.94 --
Total distributions $ -- -- 0.94 --
Net asset value, end of period $ 8.22 6.91 8.03 11.19
TOTAL RETURN(3) % 18.96 (13.95) (21.74) (8.88)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 12,466 10,246 1,961 80
Ratios to average net assets:
Net expenses after expense reimbursement(4)(5) % 2.60 2.76 3.32 2.76
Gross expenses prior to expense reimbursement(4) % 2.62 2.83 3.32 2.76
Net investment loss after expense
reimbursement(4)(5) % (0.05) (1.10) (1.40) (7.02)
Portfolio turnover rate % 100 126 169 113
</Table>
(1) The Fund changed its fiscal year-end from December 31 to October 31
(2) Effective July 26, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund.
(3) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized
(4) Annualized for periods less than one year.
(5) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
(6) Commencement of offering of shares.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
40
<Page>
ING INTERNATIONAL FUND (CONTINUED) FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
------------------------------------------------------
SEPTEMBER 15,
YEAR ENDED OCTOBER 31, 2000(1) TO
-------------------------------------- OCTOBER 31,
2003 2002 2001 2000(2)
- --------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 6.91 8.02 11.21 11.67
Income (loss) from investment operations:
Net investment loss $ (0.00)* (0.02) (0.62) (0.04)
Net realized and unrealized gain (loss) on investments $ 1.31 (1.09) (1.63) (0.42)
Total from investment operations $ 1.31 (1.11) (2.25) (0.46)
Less distributions from:
Net investment income $ 0.00* -- -- --
Net realized gain on investments $ -- -- 0.94 --
Total distributions $ 0.00* -- 0.94 --
Net asset value, end of period $ 8.22 6.91 8.02 11.21
TOTAL RETURN(3) % 18.97 (13.84) (21.98) (3.94)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 14,526 12,384 1,514 85
Ratios to average net assets:
Net expenses after expense reimbursement(4)(5) % 2.60 2.76 3.31 2.96
Gross expenses prior to expense
reimbursement(4) % 2.62 2.84 3.31 2.96
Net investment loss after expense
reimbursement(4)(5) % (0.05) (1.18) (1.46) (3.97)
Portfolio turnover rate % 100 126 169 113
</Table>
(1) Commencement of offering of shares.
(2) The Fund changed its fiscal year-end from December 31 to October 31.
(3) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized
(4) Annualized for periods less than one year.
(5) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary (expenses) subject to possible
recoupment by ING Investments, LLC within three years.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
41
<Page>
ING INTERNATIONAL SMALLCAP GROWTH FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
---------------------------------------------------------------------------------------
FOUR MONTHS YEAR THREE MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED ENDED ENDED
----------------------------------- OCTOBER 31, JUNE 30, JUNE 30, MARCH 31,
2003 2002 2001 2000(1) 2000 1999(2) 1999
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 18.35 21.85 36.08 40.94 23.80 21.03 19.29
Income (loss) from investment
operations:
Net investment income (loss) $ 0.01 (0.07) (0.11) (0.10) (0.18) (0.03) 0.02
Net realized and unrealized gain
(loss) on investments $ 7.01 (3.43) (11.39) (4.76) 19.38 2.80 3.21
Total from investment operations $ 7.02 (3.50) (11.50) (4.86) 19.20 2.77 3.23
Less distributions from:
Net investment income $ -- -- 0.24 -- -- -- --
Net realized gain on investments $ -- -- 2.49 -- 2.06 -- 1.49
Total distributions $ -- -- 2.73 -- 2.06 -- 1.49
Net asset value, end of period $ 25.37 18.35 21.85 36.08 40.94 23.80 21.03
TOTAL RETURN(3) % 38.26 (16.02) (34.30) (11.90) 82.89 13.17 17.26
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 150,043 123,206 153,804 273,393 278,480 37,490 25,336
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment(4)(5) % 1.95 1.95 1.83 1.67 1.67 1.84 1.94
Gross expenses prior to expense
reimbursement/recoupment(4) % 1.94 1.99 1.83 1.67 1.67 1.86 2.08
Net investment income (loss) after
expense reimbursement/recoupment(4)(5) % 0.00 (0.32) (0.33) (0.80) (0.76) (0.69) (0.82)
Portfolio turnover rate % 114 149 143 56 164 44 146
</Table>
<Table>
<Caption>
CLASS B
---------------------------------------------------------------------------------------
FOUR MONTHS YEAR THREE MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED ENDED ENDED
----------------------------------- OCTOBER 31, JUNE 30, JUNE 30, MARCH 31,
2003 2002 2001 2000(1) 2000 1999(2) 1999
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 19.25 23.06 38.05 43.27 25.33 22.43 20.16
Income (loss) from investment
operations:
Net investment loss $ (0.24) (0.32) (0.32) (0.20) (0.37) (0.07) (0.20)
Net realized and unrealized gain
(loss) on investments $ 7.42 (3.49) (11.98) (5.02) 20.50 2.97 3.46
Total from investment operations $ 7.18 (3.81) (12.30) (5.22) 20.13 2.90 3.26
Less distributions from:
Net investment income $ -- -- 0.07 -- -- -- --
Net realized gain on investments $ -- -- 2.62 -- 2.19 -- 0.99
Total distributions $ -- -- 2.69 -- 2.19 -- 0.99
Net asset value, end of period $ 26.43 19.25 23.06 38.05 43.27 25.33 22.43
TOTAL RETURN(3) % 37.30 (16.52) (34.59) (12.05) 81.63 12.93 16.55
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 62,104 52,661 74,541 126,861 132,028 19,331 16,158
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment(4)(5) % 2.60 2.60 2.48 2.32 2.32 2.49 2.59
Gross expenses prior to expense
reimbursement/recoupment(4) % 2.59 2.63 2.48 2.32 2.32 2.51 2.73
Net investment loss after expense
reimbursement/recoupment(4)(5) % (0.68) (0.98) (0.98) (1.46) (1.41) (1.34) (1.45)
Portfolio turnover rate % 114 149 143 56 164 44 146
</Table>
(1) The Fund changed its fiscal year-end from June 30 to October 31.
(2) Effective May 24, 1999, ING Investments, LLC became the Investment Adviser
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to to
June 30.
(3) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(4) Annualized for periods less that one year.
(5) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
See Accompanying Notes to Financial Statements
42
<Page>
ING INTERNATIONAL SMALLCAP GROWTH FUND (CONTINUED) FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
---------------------------------------------------------------------------------------
FOUR MONTHS YEAR THREE MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED ENDED ENDED
----------------------------------- OCTOBER 31, JUNE 30, JUNE 30, MARCH 31,
2003 2002 2001 2000(1) 2000 1999(2) 1999
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 17.65 21.14 34.93 39.71 23.34 20.60 18.53
Income (loss) from investment
operations:
Net investment loss $ (0.29) (0.32) (0.38) (0.18) (0.31) (0.06) (0.10)
Net realized and unrealized gain
(loss) on investments $ 6.87 (3.17) (10.91) (4.60) 18.69 2.80 3.09
Total from investment operations $ 6.58 (3.49) (11.29) (4.78) 18.38 2.74 2.99
Less distributions from:
Net investment income $ -- -- 0.09 -- -- -- --
Net realized gain on investments $ -- -- 2.41 -- 2.01 -- 0.92
Total distributions $ -- -- 2.50 -- 2.01 -- 0.92
Net asset value, end of period $ 24.23 17.65 21.14 34.93 39.71 23.34 20.60
TOTAL RETURN(3) % 37.28 (16.51) (34.62) (12.04) 80.89 13.31 16.55
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 50,227 46,703 69,320 136,830 144,068 18,354 13,226
Ratios to average net assets:
Net expenses after expense
reimbursement/recoupment(4)(5) % 2.60 2.60 2.48 2.32 2.32 2.49 2.59
Gross expenses prior to expense
reimbursement/recoupment(4) % 2.59 2.63 2.48 2.32 2.32 2.51 2.73
Net investment loss after expense
reimbursement/recoupment(4)(5) % (0.68) (0.99) (0.98) (1.46) (1.41) (1.34) (1.45)
Portfolio turnover rate % 114 149 143 56 164 44 146
</Table>
(1) The Fund changed its fiscal year-end from June 30 to October 31.
(2) Effective May 24, 1999, ING Investments, LLC became the Investment Adviser
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to to
June 30.
(3) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(4) Annualized for periods less that one year.
(5) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
See Accompanying Notes to Financial Statements
43
<Page>
ING INTERNATIONAL VALUE FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
----------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
----------------------------------------------------------------------
2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 10.40 12.33 16.68 14.75 11.88
Income (loss) from investment operations:
Net investment income $ 0.08 0.06 0.11 0.15 0.08
Net realized and unrealized gain (loss)
on investments $ 3.48 (1.64) (2.44) 2.58 3.58
Total from investment operations $ 3.56 (1.58) (2.33) 2.73 3.66
Less distributions from:
Net investment income $ 0.05 0.09 0.14 0.11 0.12
Net realized gain on investments $ 0.20 0.26 1.88 0.69 0.67
Total distributions $ 0.25 0.35 2.02 0.80 0.79
Net asset value, end of year $ 13.71 10.40 12.33 16.68 14.75
TOTAL RETURN(1) % 35.11 (13.31) (15.89) 18.56 32.55
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of year (000's) $ 1,641,943 1,356,334 1,195,760 920,591 451,815
Ratios to average net assets:
Expenses % 1.74 1.76 1.67 1.64 1.68
Net investment income % 0.66 0.58 0.88 1.14 0.92
Portfolio turnover rate % 9 20 15 34 29
</Table>
<Table>
<Caption>
CLASS B
----------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
----------------------------------------------------------------------
2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 10.23 12.13 16.43 14.57 11.76
Income (loss) from investment operations:
Net investment income (loss) $ (0.00)* (0.02) 0.02 0.07 0.01
Net realized and unrealized gain (loss)
on investments $ 3.42 (1.62) (2.41) 2.51 3.51
Total from investment operations $ 3.42 (1.64) (2.39) 2.58 3.52
Less distributions from:
Net investment income $ -- 0.00* 0.03 0.03 0.04
Net realized gain on investments $ 0.20 0.26 1.88 0.69 0.67
Total distributions $ 0.20 0.26 1.91 0.72 0.71
Net asset value, end of year $ 13.45 10.23 12.13 16.43 14.57
TOTAL RETURN(1) % 34.11 (13.90) (16.48) 17.69 31.55
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of year (000's) $ 420,651 375,967 421,884 437,765 278,871
Ratios to average net assets:
Expenses % 2.44 2.45 2.37 2.34 2.41
Net investment income (loss) % (0.04) (0.13) 0.16 0.45 0.18
Portfolio turnover rate % 9 20 15 34 29
</Table>
(1) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
44
<Page>
ING INTERNATIONAL VALUE FUND (CONTINUED) FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
----------------------------------------------------------------------
YEAR ENDED OCTOBER 31,
----------------------------------------------------------------------
2003 2002 2001 2000 1999
- -----------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of year $ 10.21 12.10 16.41 14.55 11.75
Income (loss) from investment operations:
Net investment income (loss) $ (0.00)* (0.02) 0.02 0.07 --
Net realized and unrealized gain (loss)
on investments $ 3.41 (1.61) (2.41) 2.52 3.51
Total from investment operations $ 3.41 (1.63) (2.39) 2.59 3.51
Less distributions from:
Net investment income $ -- 0.00* 0.04 0.04 0.04
Net realized gain on investments $ 0.20 0.26 1.88 0.69 0.67
Total distributions $ 0.20 0.26 1.92 0.73 0.71
Net asset value, end of year $ 13.42 10.21 12.10 16.41 14.55
TOTAL RETURN(1) % 34.08 (13.85) (16.52) 17.76 31.50
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of year (000's) $ 628,704 573,712 603,229 605,678 310,227
Ratios to average net assets:
Expenses % 2.44 2.46 2.37 2.34 2.41
Net investment income (loss) % (0.04) (0.13) 0.16 0.46 0.19
Portfolio turnover rate % 9 20 15 34 29
</Table>
(1) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
45
<Page>
ING PRECIOUS METALS FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
---------------------------------------------------------------------------------
TEN
MONTHS
YEAR ENDED OCTOBER 31, ENDED YEAR ENDED DECEMBER 31,
--------------------------------------- OCTOBER 31, ------------------------
2003 2002 2001 2000(1)(2) 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 4.40 3.05 2.27 3.29 3.03 3.24
Income (loss) from investment operations:
Net investment income (loss) $ (0.02) (0.01) 0.02 0.01 (0.01) --
Net realized and unrealized gain (loss)
on investments $ 2.56 1.38 0.76 (1.03) 0.27 (0.21)
Total from investment operations $ 2.54 1.37 0.78 (1.02) 0.26 (0.21)
Less distributions from:
Net investment income $ -- 0.02 0.00* -- -- --
Total distributions $ -- 0.02 0.00* -- -- --
Net asset value, end of period $ 6.94 4.40 3.05 2.27 3.29 3.03
TOTAL RETURN(3) % 57.73 45.01 34.56 (30.98) 8.58 (6.39)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 101,696 72,346 60,563 40,130 72,516 50,841
Ratios to average net assets:
Expenses(4) % 1.57 1.73 1.96 2.18 1.94 1.74
Net investment income (loss)(4) (0.36) (0.33) 0.67 0.28 (0.02) 0.08
Portfolio turnover rate % 94 54 83 27 79 29
</Table>
(1) The Fund changed its fiscal year-end from December 31 to October 31.
(2) Effective July 26, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund.
(3) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(4) Annualized for periods less that one year.
* Amount represents less than $0.01 per share
See Accompanying Notes to Financial Statements
46
<Page>
ING RUSSIA FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
---------------------------------------------------------------------------
TEN
MONTHS
YEAR ENDED OCTOBER 31, ENDED YEAR ENDED DECEMBER 31,
----------------------------------- OCTOBER 31, ------------------------
2003 2002 2001 2000(1)(2) 1999 1998
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.15 8.04 7.15 6.74 2.64 17.50
Income (loss) from investment operations:
Net investment income (loss) $ (0.00)* 0.17 (0.04) (0.07) 0.18 0.15
Net realized and unrealized gain (loss)
on investments $ 7.06 3.92 0.93 0.48 3.99 (14.70)
Total from investment operations $ 7.06 4.09 0.89 0.41 4.17 (14.55)
Less distributions from:
Net investment income $ 0.12 -- -- -- 0.07 0.07
Net realized gain on investments $ -- -- -- -- -- 0.24
Total distributions $ 0.12 -- -- -- 0.07 0.31
Redemption fees applied to capital $ 0.04 0.02 -- -- -- --
Net asset value, end of period $ 19.13 12.15 8.04 7.15 6.74 2.64
TOTAL RETURN(3) % 58.98 51.12 12.45 6.08 159.76 (82.99)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 161,601 85,658 49,019 53,637 59,011 19,147
Ratios to average net assets:
Net expenses after redemption fee proceeds and
expense reimbursement(4)(5) % 2.09 1.77 2.23 1.40 2.23 1.84
Gross expenses prior to redemption fee proceeds
and expense reimbursement(4) % 2.09 2.20 2.77 2.85 3.32 2.64
Net investment income (loss) after redemption
fee proceeds and expense reimbursement(4)(5) % (0.02) 1.33 (0.56) (0.90) 4.39 1.36
Portfolio turnover rate % 23 32 28 52 91 66
</Table>
(1) The Fund changed its fiscal year-end from December 31 to October 31.
(2) Effective July 26, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund.
(3) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(4) Annualized for periods less that one year.
(5) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Amount is less than $0.01 per share.
See Accompanying Notes to Financial Statements
47
<Page>
ING GLOBAL EQUITY DIVIDEND FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A CLASS B CLASS C
------------ ------------ -----------
SEPTEMBER 17, OCTOBER 24, OCTOBER 29,
2003(1) TO 2003(1) TO 2003(1) TO
OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2003 2003
- ----------------------------------------------------------------------------- ------------ -----------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.00 10.31 10.44
Income from investment operations:
Net investment income $ 0.02 0.00* 0.00*
Net realized and unrealized gain on investments $ 0.47 0.18 0.04
Total from investment operations $ 0.49 0.18 0.04
Less distributions from:
Net investment income $ -- -- --
Net realized gain on investments $ -- -- --
Total distributions $ -- -- --
Net asset value, end of period $ 10.49 10.49 10.48
TOTAL RETURN(2) % 4.90 1.75 0.38
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 4,274 12 19
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 1.40 2.15 2.15
Gross expenses prior to expense reimbursement(3) % 7.00 7.75 7.75
Net investment income after expense reimbursement(3)(4) % 3.58 (0.67) (0.88)
Portfolio turnover rate % 3 3 3
</Table>
(1) Commencement of operations of class.
(2) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(3) Annualized for periods less than one year.
(4) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Amount represents less than $0.01 per share
See Accompanying Notes to Financial Statements
48
<Page>
ING GLOBAL REAL ESTATE FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A CLASS B CLASS C
--------------------------- ------------------------ -----------------------
YEAR NOVEMBER 5, YEAR MARCH 15, YEAR JANUARY 8,
ENDED 2001(1) TO ENDED 2002(1) TO ENDED 2002(1) TO
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002 2003 2002
- ------------------------------------------------------------------------------ ------------------------ -----------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.40 10.01 9.43 10.03 9.70 9.99
Income (loss) from investment operations:
Net investment income $ 0.57 0.45 0.48 0.16 0.45 0.19
Net realized and unrealized gain (loss)
on investments $ 2.79 0.31 2.47 (0.58) 2.60 (0.31)
Total from investment operations $ 3.36 0.76 2.95 (0.42) 3.05 (0.12)
Less distributions from:
Net investment income $ 0.54 0.37 0.48 0.18 0.45 0.17
Net realized gain on investments $ 0.16 -- 0.16 -- 0.16 --
Total distributions $ 0.70 0.37 0.64 0.18 0.61 0.17
Net asset value, end of period $ 13.06 10.40 11.74 9.43 12.14 9.70
TOTAL RETURN(2) % 33.77 7.47 32.83 (4.29) 32.89 (1.24)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 41,549 25,440 1,506 677 1,732 2,320
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 1.75 1.76 2.50 2.52 2.50 2.52
Gross expenses prior to and expense
reimbursement(3) % 1.95 2.46 2.70 3.19 2.70 3.19
Net investment income after proceeds
and expense reimbursement(3)(4) % 5.14 4.12 4.44 3.74 4.60 3.51
Portfolio turnover rate % 124 141 124 141 124 141
</Table>
(1) Commencement of offering of shares.
(2) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized.
(3) Annualized for periods less than one year.
(4) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
See Accompanying Notes to Financial Statements
49
<Page>
ING WORLDWIDE GROWTH FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
-------------------------------------------------------------------
FOUR MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED
--------------------------------------- OCTOBER 31, JUNE 30,
2003 2002 2001 2000(1)(2) 2000
- --------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.36 15.45 26.36 29.98 23.58
Income (loss) from investment operations:
Net investment loss $ (0.06) (0.12)* (0.11) (0.07) (0.15)
Net realized and unrealized gain (loss)
on investments $ 2.46 (2.97)* (9.73) (3.55) 9.62
Total from investment operations $ 2.40 (3.09) (9.84) (3.62) 9.47
Less distributions from:
Net investment income $ -- -- -- -- --
Net realized gain on investments $ -- -- 0.77 -- 3.07
Tax return of capital $ -- -- 0.30 -- --
Total distributions $ -- -- 1.07 -- 3.07
Net asset value, end of period $ 14.76 12.36 15.45 26.36 29.98
TOTAL RETURN(4) % 19.42 (20.00) (38.80) (12.07) 42.43
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 56,877 69,478 134,152 246,590 235,341
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 1.85 1.86 1.85 1.61 1.67
Gross expenses prior to expense
reimbursement/recoupment(5) % 1.93 1.96 1.95 1.61 1.67
Net investment loss after expense
reimbursement/recoupment(5)(6) % (0.35) (0.83) (0.65) (0.71) (0.79)
Portfolio turnover rate % 125 281 302 71 169
<Caption>
CLASS A
---------------------------
THREE YEAR
MONTHS ENDED ENDED
JUNE 30, MARCH 31,
1999(3) 1999
- ----------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 21.39 19.33
Income (loss) from investment operations:
Net investment loss $ -- (0.02)
Net realized and unrealized gain (loss)
on investments $ 2.19 5.78
Total from investment operations $ 2.19 5.76
Less distributions from:
Net investment income $ -- 0.06
Net realized gain on investments $ -- 3.64
Tax return of capital $ -- --
Total distributions $ -- 3.70
Net asset value, end of period $ 23.58 21.39
TOTAL RETURN(4) % 10.24 33.56
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 66,245 49,134
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 1.75 1.86
Gross expenses prior to expense
reimbursement/recoupment(5) % 1.75 2.02
Net investment loss after expense
reimbursement/recoupment(5)(6) % (0.03) (0.62)
Portfolio turnover rate % 57 247
</Table>
<Table>
<Caption>
CLASS B
-------------------------------------------------------------------
FOUR MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED
--------------------------------------- OCTOBER 31, JUNE 30,
2003 2002 2001 2000(1)(2) 2000
- --------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.65 17.19 29.52 33.66 26.64
Income (loss) from investment operations:
Net investment loss $ (0.16) (0.25)* (0.31) (0.15) (0.28)
Net realized and unrealized gain (loss)
on investments $ 2.70 (3.29)* (10.82) (3.99) 10.76
Total from investment operations $ 2.54 (3.54) (11.13) (4.14) 10.48
Less distributions from:
Net investment income $ -- -- -- -- --
Net realized gain on investments $ -- -- 0.86 -- 3.46
Tax return of capital $ -- -- 0.34 -- --
Total distributions $ -- -- 1.20 -- 3.46
Net asset value, end of period $ 16.19 13.65 17.19 29.52 33.66
TOTAL RETURN(4) % 18.61 (20.59) (39.19) (12.27) 41.54
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 35,459 38,603 71,943 126,756 130,988
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(5)(6) % 2.50 2.51 2.51 2.26 2.32
Gross expenses prior to expense
reimbursement/recoupment(5) % 2.58 2.61 2.61 2.26 2.32
Net investment loss after expense
reimbursement/recoupment(5)(6) % (1.00) (1.46) (1.31) (1.37) (1.44)
Portfolio turnover rate % 125 281 302 71 169
<Caption>
CLASS B
--------------------------
THREE YEAR
MONTHS ENDED ENDED
JUNE 30, MARCH 31,
1999(3) 1999
- ---------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 24.21 20.10
Income (loss) from investment operations:
Net investment loss $ (0.03) (0.08)
Net realized and unrealized gain (loss)
on investments $ 2.46 6.25
Total from investment operations $ 2.43 6.17
Less distributions from:
Net investment income $ -- 0.01
Net realized gain on investments $ -- 2.05
Tax return of capital $ -- --
Total distributions $ -- 2.06
Net asset value, end of period $ 26.64 24.21
TOTAL RETURN(4) % 10.04 32.74
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 27,938 18,556
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(5)(6) % 2.40 2.51
Gross expenses prior to expense
reimbursement/recoupment(5) % 2.40 2.67
Net investment loss after expense
reimbursement/recoupment(5)(6) % (0.68) (1.31)
Portfolio turnover rate % 57 247
</Table>
(1) Effective October 1, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund replacing Nicholas-Applegate Capital Management.
(2) The Fund changed its fiscal year-end from June 30 to October 31.
(3) Effective May 24, 1999, ING Investments, LLC became the Investment Adviser
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to
June 30.
(4) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized
(5) Annualized for periods less that one year.
(6) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Per share data calculated using average number of shares outstanding
throughout the period.
See Accompanying Notes to Financial Statements
50
<Page>
ING WORLDWIDE GROWTH FUND (CONTINUED) FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
-------------------------------------------------------------------
FOUR MONTHS YEAR
YEAR ENDED OCTOBER 31, ENDED ENDED
--------------------------------------- OCTOBER 31, JUNE 30,
2003 2002 2001 2000(1)(2) 2000
- --------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.14 15.29 26.26 29.92 23.69
Income (loss) from investment operations:
Net investment loss $ (0.15) (0.22)* (0.40) (0.13) (0.33)
Net realized and unrealized gain (loss)
on investments $ 2.42 (2.93)* (9.50) (3.53) 9.65
Total from investment operations $ 2.27 (3.15) (9.90) (3.66) 9.32
Less distributions from:
Net investment income $ -- -- -- -- --
Net realized gain on investments $ -- -- 0.77 -- 3.09
Tax return of capital $ -- -- 0.30 -- --
Total distributions $ -- -- 1.07 -- 3.09
Net asset value, end of period $ 14.41 12.14 15.29 26.26 29.92
TOTAL RETURN(4) % 18.70 (20.60) (39.20) (12.23) 41.48
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 45,476 51,868 102,919 213,843 239,432
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 2.50 2.51 2.51 2.26 2.32
Gross expenses prior to expense
reimbursement/recoupment(5) % 2.58 2.61 2.60 2.26 2.32
Net investment loss after expense
reimbursement/recoupment(5)(6) % (1.01) (1.46) (1.30) (1.37) (1.44)
Portfolio turnover rate % 125 281 302 71 169
<Caption>
CLASS C
--------------------------
THREE MONTHS YEAR
ENDED ENDED
JUNE 30, MARCH 31,
1999(3) 1999
- ----------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 21.52 19.05
Income (loss) from investment operations:
Net investment loss $ (0.04) (0.20)
Net realized and unrealized gain (loss)
on investments $ 2.21 5.83
Total from investment operations $ 2.17 5.63
Less distributions from:
Net investment income $ -- 0.01
Net realized gain on investments $ -- 3.15
Tax return of capital $ -- --
Total distributions $ -- 3.16
Net asset value, end of period $ 23.69 21.52
TOTAL RETURN(4) % 10.08 32.73
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 111,250 98,470
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 2.40 2.51
Gross expenses prior to expense
reimbursement/recoupment(5) % 2.40 2.67
Net investment loss after expense
reimbursement/recoupment(5)(6) % (0.68) (1.28)
Portfolio turnover rate % 57 247
</Table>
(1) Effective October 1, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund replacing Nicholas-Applegate Capital Management.
(2) The Fund changed its fiscal year-end from June 30 to October 31.
(3) Effective May 24, 1999, ING Investments, LLC became the Investment Adviser
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to June
30.
(4) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value and excluding the deduction
of sales charges. Total return for less than one year is not annualized
(5) Annualized for periods less that one year.
(6) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Per share data calculated using average number of shares outstanding
throughout the period.
See Accompanying Notes to Financial Statements
51
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003
NOTE 1 -- ORGANIZATION
ORGANIZATION. The ING Funds included in this report are comprised of ING Mutual
Funds ("IMF") and ING Mayflower Trust ("IMT"); both are organized as open-end
investment management companies registered under the Investment Company Act of
1940, as amended.
IMF is a Delaware business trust organized in 1992 with nine separate series
("Portfolios"): ING Emerging Countries Fund ("Emerging Countries"), ING Foreign
Fund ("Foreign") ING International Fund ("International"), ING International
SmallCap Growth Fund ("International SmallCap Growth"), ING Precious Metals Fund
("Precious Metals"), ING Russia Fund ("Russia"), ING Global Equity Dividend Fund
("Global Equity Dividend"), ING Global Real Estate Fund ("Global Real Estate")
and ING Worldwide Growth Fund ("Worldwide Growth"). IMT is a Massachusetts
business trust organized in 1992 with two separate series (Portfolios). The one
Portfolio in this annual report is ING International Value Fund ("International
Value"). The investment objective of each Fund is described in each Fund's
prospectus.
Each Fund offers one or more of the following classes of shares: Class A, Class
B, Class C, Class I, Class M and Class Q (Class I and Class Q are presented in a
separate annual report). The separate classes of shares differ principally in
the applicable sales charges (if any), distribution fees and shareholder
servicing fees and transfer agent fees. Shareholders of each class also bear
certain expenses that pertain to that particular class. All shareholders bear
the common expenses of the Fund and earn income from the portfolio pro rata
based on the average daily net assets of each class, without distinction between
share classes. Dividends from net investment income are determined separately
for each class based on income and expenses allocable to each class.
Distributions from realized gains are allocated to each class pro rata based on
the total shares outstanding on the ex-dividend date. No class has preferential
dividend rights. Differences in per share dividend rates generally result from
the relative weighting of pro rata income and realized gain allocations and from
differences in separate class expenses, including distribution and shareholder
servicing fees. Class B shares, along with their pro rata reinvested dividend
shares, automatically convert to Class A shares approximately eight years after
purchase.
Effective September 2, 2003, International Value was closed to new investors
except for shares purchased (1) through the reinvestment of dividends and
distributions; (2) by 401(k), 403(b) and 457 plans that have selected
International Value as an investment option prior to May 17, 2002; (3) by
shareholders participating in mutual fund wrap fee programs who were invested in
International Value prior to May 17, 2002; or (4) by new 401(k), 403(b) and 457
plans and new shareholders participating in mutual fund wrap fee programs
subject to approval by the Investment Adviser and Sub-Adviser based on their
assessment of the Fund's ability to invest the monies consistent with the Fund's
objectives in light of market conditions, the size of the purchase, and other
relevant factors relating to International Value. International Value may reopen
in the future subject to the discretion of the Board of Trustees ("Board").
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies are consistently followed by the
Funds in the preparation of their financial statements, and such policies are in
conformity with accounting principles generally accepted in the United States of
America for investment companies.
A. SECURITY VALUATION. For all Funds except Russia, investments in equity
securities traded on a national securities exchange are valued at the last
reported sale price. Securities reported by NASDAQ will be valued at the
NASDAQ official closing price. Securities traded on an exchange or NASDAQ
for which there has been no sale, securities traded in the
over-the-counter-market and gold and silver bullion are valued at the mean
between the last reported bid and ask prices. All investments quoted in
foreign currencies will be valued daily in U.S. dollars on the basis of the
foreign currency exchange rates prevailing at the time such valuation is
determined by each Fund's custodian. Debt securities are valued at bid
prices obtained from independent services or from one or more dealers
making markets in the securities and may be adjusted based on the Fund's
valuation procedures. U.S. Government obligations are valued by using
market quotations or independent pricing services that use prices provided
by market-makers or estimates of market values obtained from yield data
relating to instruments or securities with similar characteristics.
Securities and assets for which market quotations are not readily available
(which may include certain
52
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
restricted securities which are subject to limitations as to their sale)
are valued at their fair values as determined in good faith by or under the
supervision of the Funds' Board, in accordance with methods that are
specifically authorized by the Board. Securities traded on exchanges,
including foreign exchanges, which close earlier than the time that a Fund
calculates its net asset value may also be valued at their fair values as
determined in good faith by or under the supervision of a Fund's Board, in
accordance with methods that are specifically authorized by the Board. If a
significant event which is likely to impact the value of one or more
foreign securities held by a Fund occurs after the time at which the
foreign market for such security(ies) closes but before the time that the
Fund's net asset value is calculated on any business day, such event may be
taken into account in determining the fair value of such security(ies) at
the time the Fund calculates its net asset value. For these purposes,
significant events after the close of trading on a foreign market may
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, the Board has authorized
the use of one or more research services to assist with the determination
of the fair value of foreign securities in light of significant events.
Research services use statistical analyses and quantitative models to help
determine fair value as of the time a Fund calculates its net asset value.
Unlike the closing price of a security on an exchange, fair value
determinations employ elements of judgment, and the fair value assigned to
a security may not represent the actual value that a Fund could obtain if
it were to sell the security at the time of the close of the NYSE.
Investments in securities maturing in less than 60 days are valued at
amortized cost, which approximates market value.
For the Russia Fund the valuation procedures for Russian equity securities
are to price local shares according to the most recent available bid
prices. If securities are not listed on the Russian Trade System or on any
other pricing service that lists available bid quotes, then the mean of at
least two broker bid quotes is used. For equity securities of an issuer in
Russia for which there are no readily available reliable market value
quotations, the following benchmark pricing procedure shall apply on any
day on which the largest securities exchange in Russia (the "RTS") declines
by 2 1/2% or more. The price of the security shall be adjusted by the
amount of the downward change in a composite of the other companies that
are publicly traded in the same sector as the issuer, if ascertainable, and
if not ascertainable, by the amount of downward change in the RTS.
B. SECURITY TRANSACTIONS AND REVENUE RECOGNITION. Securities transactions are
accounted for on the trade date. Realized gains and losses are reported on
the basis of identified cost of securities sold. Interest income is
recorded on an accrual basis. Dividend income is recorded on the
ex-dividend date, or for certain foreign securities, when the information
becomes available to the Funds. Premium amortization and discount accretion
are determined by the effective yield method.
C. FOREIGN CURRENCY TRANSLATION. The books and records of the Funds are
maintained in U.S. dollars. Any foreign currency amounts are translated
into U.S. dollars on the following basis:
(1) Market value of investment securities, other assets and
liabilities -- at the exchange rates prevailing at the end of the
day.
(2) Purchases and sales of investment securities, income and expenses
-- at the rates of exchange prevailing on the respective dates of
such transactions.
Although the net assets and the market values are presented at the foreign
exchange rates at the end of the day, the Funds do not isolate the portion
of the results of operations resulting from changes in foreign exchange
rates on investments from the fluctuations arising from changes in market
prices of securities held. Such fluctuations are included with the net
realized and unrealized gains or losses from investments. For securities
that are subject to foreign withholding tax upon disposition, liabilities
are recorded on the statement 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.
53
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (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
the Fund'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 re-evaluation of currencies and future adverse political and
economic developments which could cause securities and their markets to be
less liquid and prices more volatile than those of comparable U.S.
companies and U.S. Government securities.
D. FOREIGN CURRENCY TRANSACTIONS. Certain Funds may enter into foreign
currency exchange transactions to convert to and from different foreign
currencies and to and from the U.S. dollar in connection with the planned
purchases or sales of securities. The Funds either enter into these
transactions on a spot basis at the spot rate prevailing in the foreign
currency exchange market or 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.
Each Fund may enter into futures contracts involving foreign currency,
interest rates, securities and securities indices, for hedging purposes
only. A futures contract obligates the seller of the contract to deliver
and the purchaser of the contract to take delivery of the type of foreign
currency, financial instrument or security called for in the contract at a
specified future time for a specified price. Upon entering into such a
contract, a Fund is required to deposit and maintain as collateral such
initial margin as required by the exchange on which the contract is traded.
Pursuant to the contract, a Fund agrees to receive from or pay to the
broker an amount equal to the daily fluctuations in the value of the
contract. Such receipts or payments are known as variation margin and are
recorded as unrealized gains or losses by the Fund. When the contract is
closed, the Fund records a realized gain or loss equal to the difference
between the value of the contract at the time it was opened and the value
at the time it was closed.
E. DISTRIBUTIONS TO SHAREHOLDERS. The Funds record distributions to their
shareholders on ex-dividend date. Each Fund pays dividends and capital
gains, if any, annually.
F. FEDERAL INCOME TAXES. It is the policy of the Funds, to comply with the
requirements of Subchapter M of the Internal Revenue Code that are
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, a federal income tax
provision is not required. In addition, by distributing during each
calendar year substantially all of its net investment income and net
realized capital gains, each Fund intends not to be subject to any federal
excise tax.
The Funds may utilize equalization accounting for tax purposes, where by a
portion of redemption payments are treated as distributions of income or
gain.
The Board intends to offset any net capital gains with any available
capital loss carryforward until each carryforward has been fully utilized
or expires. In addition, no capital gain distribution shall be made until
the capital loss carryforward has been fully utilized or expires
G. USE OF ESTIMATES. Management of the Funds has made certain estimates and
assumptions relating to the reporting of assets, liabilities, income, and
expenses to prepare these financial statements in conformity with
accounting principles generally accepted in the United States of America
for investment companies. Actual results could differ from these estimates.
H. REPURCHASE AGREEMENTS. Each Fund may invest in repurchase agreements only
with government securities dealers recognized by the Board of Governors of
the Federal Reserve System or with
54
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
member banks of the Federal Reserve System. Under such agreements, the
seller of the security agrees to repurchase it at a mutually agreed upon
time and price. The resale price is in excess of the purchase price and
reflects an agreed upon interest rate for the period of time the agreement
is outstanding. The period of the repurchase agreements is usually short,
from overnight to one week, while the underlying securities generally have
longer maturities. Each Fund will always receive as collateral securities
acceptable to it whose market value is equal to at least 100% of the
carrying amount of the repurchase agreements, plus accrued interest, being
invested by the Fund. The underlying collateral is valued daily on a mark
to market basis to assure that the value, including accrued interest is at
least equal to the repurchase price. If the seller defaults, a Fund might
incur a loss or delay in the realization of proceeds if the value of
security collateralizing the repurchase agreement declines, and it might
incur disposition costs in liquidating the collateral.
I. SECURITIES LENDING. Each Fund has the option to temporarily loan up to 30%
of its total assets to brokers, dealers or other financial institutions in
exchange for a negotiated lender's fee. The borrower is required to fully
collateralize the loans with cash or U.S. Government securities. Generally,
in the event of counterparty default, the Fund has the right to use
collateral to offset losses incurred. There would be potential loss to the
Fund in the event the Fund is delayed or prevented from exercising its
right to dispose of the collateral. The Fund bears the risk of loss with
respect to the investment of collateral. Engaging in securities lending
could have a leveraging effect, which may intensify the credit, market and
other risks associated with investing in a Fund. No securities were on loan
at October 31, 2003.
J. OPTIONS CONTRACTS. All Funds may purchase put and call options and may
write (sell) put options and covered call options. The Funds may engage in
option transactions as a hedge against adverse movements in the value of
portfolio holdings or to increase market exposure. Option contracts are
valued daily and unrealized gains or losses are recorded based upon the
last sales price on the principal exchange on which the options are traded.
The Funds will realize a gain or loss upon the expiration or closing of the
option contract. When an option is exercised, the proceeds on sales of the
underlying security for a written call option, the purchase cost of the
security for a written put option, or the cost of the security for a
purchased put or call option is adjusted by the amount of premium received
or paid. Realized and unrealized gains or losses on option contracts are
reflected in the accompanying financial statements. The risk in writing a
call option is that the Funds give up the opportunity for profit if the
market price of the security increases and the option is exercised. The
risk in writing a put option is that the Funds may incur a loss if the
market price of the security decreases and the option is exercised. The
risk in buying an option is that the Funds pay a premium whether or not the
option is exercised. Risks may also arise from an illiquid secondary market
or from the inability of counterparties to meet the terms of the contract.
K. ILLIQUID AND RESTRICTED SECURITIES. Illiquid securities are not readily
marketable. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for
the Funds to sell them promptly at an acceptable price. Restricted
securities are those sold under Rule 144A of the Securities Act of 1933
(1933 Act) or are securities offered pursuant to Section 4(2) of the 1933
Act, and are subject to legal or contractual restrictions on resale and may
not be publicly sold without registration under the 1933 Act. Restricted
securities may be considered liquid pursuant to procedures adopted by the
Board or may be deemed illiquid because they may not be readily marketable.
Illiquid and restricted securities are valued using market quotations when
readily available. In the absence of market quotations, the securities are
valued based upon their fair value determined under procedures approved by
the Board. The Funds may not invest more than 15% of their net assets in
illiquid securities.
L. DELAYED DELIVERY TRANSACTION. The Funds may purchase or sell securities on
a when-issued or forward commitment basis. The price of the underlying
securities and date when the securities will be delivered and paid for are
fixed at the time the transaction is negotiated. The market value of these
securities is identified in the Funds' Portfolio. 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
55
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
purchases, the Funds are required to hold liquid assets as collateral with
the Funds' custodian sufficient to cover the purchase price.
NOTE 3 -- INVESTMENT TRANSACTIONS
For the year ended October 31, 2003, the cost of purchases and proceeds from the
sales of securities, excluding short-term securities, were as follows:
<Table>
<Caption>
PURCHASES SALES
--------- -----
Emerging Countries $ 140,318,744 $ 168,670,167
Foreign 14,158,468 2,829,898
International 75,254,600 74,193,202
International SmallCap Growth 321,524,933 373,903,812
International Value 240,034,009 617,722,680
Precious Metals 69,576,442 79,184,654
Russia 49,663,648 24,937,706
Global Equity Dividend 4,043,475 137,320
Global Real Estate 47,370,572 39,616,665
Worldwide Growth 183,424,343 238,164,353
</Table>
NOTE 4 -- REDEMPTION FEES
A 2% redemption fee is charged on shares of the Russia Fund that are redeemed
within 365 days or less from their date of purchase. Effective November 1, 2002,
the redemption fee is recorded as an addition to paid-in capital. Total
redemption fee proceeds for the year ended October 31, 2003 were $326,534 and
are set forth in the statement of changes in net assets. Prior to November 1,
2002, redemption fee proceeds were applied to the Russia Fund's aggregate
expenses allocable to providing custody and redemption services. Any excess fee
proceeds were added to the Fund's capital. For the year ended October 31, 2002,
the amount of $156,582 was accounted for as an addition to paid-in capital.
Effective November 1, 2001, International began imposing a 2% redemption fee on
Class A shares redeemed (including in connection with an exchange) within 30
days or less from their date of purchase. The redemption fee is recorded as an
addition to paid-in capital. Total redemption fee proceeds for the year ended
October 31, 2003 were $306,800 and are set forth in the statements of changes in
net assets. For the year ended October 31, 2002, the redemption fee proceeds
were $132,507 and are set forth in the statement of changes in net assets.
NOTE 5 -- INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES
Each of the Funds has entered into an Investment Management Agreement with ING
Investments, LLC (the "Investment Manager", or the "Adviser"), a wholly-owned
subsidiary of ING Groep N.V. ("ING"). The investment management agreements
compensate the Adviser with a fee, computed daily and payable monthly, based on
the average daily net assets of each Fund, at the following annual rates:
<Table>
<Caption>
AS A PERCENTAGE OF AVERAGE NET ASSETS
-------------------------------------
Emerging Countries 1.25%
Foreign 1.00% on the first $500 million; and 0.90% thereafter
International 1.00%
International SmallCap Growth 1.00% on first $500 million; 0.90% on next $500 million; and 0.85%
in excess of $1 billion
International Value 1.00%
Precious Metals 1.00% on first $50 million; 0.75% thereafter
Russia 1.25%
Global Equity Dividend 0.70%
Global Real Estate 1.00%
Worldwide Growth 1.00% on first $250 million; 0.90% on next $250 million; 0.80 on
next $500 million; and 0.75 in excess of $1 billion
</Table>
Julius Baer Investment Management Inc. ("JBIM"), a registered investment adviser
wholly owned by the Julius Baer Group, services as Sub-Adviser to the Foreign
Fund pursuant to a Subadvisory agreement between the Adviser and JBIM.
Effective August 1, 2003, Aeltus Investment Management, Inc. ("ING Aeltus"), a
registered investment adviser serves as Sub-Adviser to International, Precious
Metals and Worldwide Growth Funds pursuant to a Subadvisory agreement between
the Adviser and ING Aeltus. Both the Adviser and ING Aeltus are indirect, wholly
owned subsidiaries of ING and affiliates of each other.
Nicholas-Applegate Capital Management ("NACM"), a registered investment advisor,
serves as a Sub-Adviser to the International SmallCap Growth Fund pursuant to a
Subadvisory agreement between the Adviser and NACM.
Brandes Investment Partners, LLC ("Brandes"), a registered investment advisor,
serves as a Sub-Adviser to the International Value Fund pursuant to a
Subadvisory agreement between the Adviser and Brandes.
Clarion CRA Securities, L.P. ("CRA"), a registered investment advisor, serves as
a Sub-Adviser to the Global Real Estate Fund pursuant to a subadvisory agreement
between the Adviser and CRA.
ING Investment Management Advisors B.V. ("IIMA"), a registered investment
advisor, serves as Sub-Adviser to the Russia Fund, the Emerging Countries Fund
and the Global Equity Dividend Fund pursuant to a Subadvisory agreement between
the Adviser and IIMA.
56
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 5 -- INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES (CONTINUED)
ING Funds Services, LLC (the "Administrator" or "IFS"), serves as administrator
to each Fund. IFS is a wholly-owned indirect subsidiary of ING. The Funds pay
the Administrator a fee calculated at an annual rate of 0.10% of each Fund's
average daily net assets.
International Value Fund also pays IFS an annual shareholder account-servicing
fee of $5.00, payable quarterly, for each account of beneficial owners of
shares.
NOTE 6 -- DISTRIBUTION AND SERVICE FEES
Each share class of the Funds has adopted a Plan pursuant to Rule 12b-1 under
the 1940 Act (the "12b-1 Plans"), whereby ING Funds Distributor, LLC (the
"Distributor"), a wholly-owned indirect subsidiary of ING, is reimbursed or
compensated (depending on the class of shares) by the Funds for expenses
incurred in the distribution of each Funds' shares ("Distribution Fees").
Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month
for actual expenses incurred in the distribution and promotion of each Fund's
shares, including expenses incurred in printing prospectuses and reports used
for sales purposes, expenses incurred in preparing and printing sales literature
and other such distribution related expenses, including any distribution or
shareholder servicing fees ("Service Fees") paid to securities dealers who have
executed a distribution agreement with the Distributor. Under the 12b-1 Plans,
each class of shares of the Fund pays the Distributor a combined Distribution
and Service Fee based on average daily net assets at the following annual rates:
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS I CLASS M CLASS Q
------- ------- ------- ------- ------- -------
Emerging Countries 0.35% 1.00% 1.00% N/A 0.75% 0.25%
Foreign 0.25% 1.00% 1.00% N/A N/A 0.25%
International 0.25% 1.00% 1.00% N/A N/A 0.25%
International SmallCap Growth 0.35% 1.00% 1.00% N/A N/A 0.25%
International Value 0.30% 1.00% 1.00% N/A N/A 0.25%
Precious Metals 0.25% N/A N/A N/A N/A N/A
Russia 0.25% N/A N/A N/A N/A N/A
Global Equity Dividend 0.25% 1.00% 1.00% N/A N/A 0.25%
Global Real Estate 0.25% 1.00% 1.00% N/A N/A 0.25%
Worldwide Growth 0.35% 1.00% 1.00% N/A N/A 0.25%
</Table>
Fees paid to the Distributor by class during the year ended October 31, 2003 are
shown in the accompanying Statements of Operations.
The Distributor also receives the proceeds of the initial sales charge paid by
shareholders upon the purchase of Class A shares, and the contingent deferred
sales charge paid by shareholders upon certain redemptions for Class A, Class B,
and Class C shares. For the year ended October 31, 2003, the Distributor
retained the following amounts in sales charges for the Funds:
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS M
SHARES SHARES SHARES SHARES
------- ------- ------- -------
Initial Sales Charges $ 269,522 n/a n/a $ 236
Contingent Deferred Sales Charges $ 203,734 $ 0 $ 120,689 n/a
</Table>
NOTE 7 -- OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
At October 31, 2003, the Funds had the following amounts recorded in payable to
affiliates on the accompanying Statements of Assets and Liabilities (See Notes 5
and 6):
<Table>
<Caption>
ACCRUED ACCRUED
INVESTMENT ACCRUED SHAREHOLDER
MANAGEMENT ADMINISTRATIVE SERVICES AND
FEES FEES DISTRIBUTION FEES TOTAL
---- ---- ----------------- -----
Emerging Countries $ 123,992 $ 9,919 $ 48,165 $ 182,076
Foreign 8,684 868 5,146 14,698
International 98,096 8,109 35,088 141,293
International SmallCap Growth 283,089 28,309 152,952 464,350
International Value 2,708,826 426,038 1,312,036 4,446,900
Precious Metals 75,431 8,167 20,418 104,016
Russia 203,694 16,296 40,739 260,729
Global Equity Dividend 2,478 354 887 3,719
Global Real Estate 157,134 3,784 11,485 172,403
Worldwide Growth 124,134 12,413 88,029 224,576
</Table>
At October 31, 2003, one shareholder owned 8.5% of the Russia Fund. Also, at
October 31, 2003, the following wholly-owned indirect subsidiaries of ING owned
the following Funds:
ING Life Insurance and Annuity Company - Global Equity Dividend Fund (97.5%) and
International Fund (12.4%)
ING Investments, LLC -- Foreign Fund (7.8%)
ING National Nederlanden Intervest-- Global Real Estate Fund (73.0%)
ING National Trust -- International Fund (11.3%)
Investment activities of these shareholders could have material impact on the
Funds.
Each Fund has adopted a Retirement Policy covering all independent trustees of
the Fund who will have served as an independent trustee for at least five years
at the
57
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 7 -- OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (CONTINUED)
time of retirement. Benefits under this plan are based on an annual rate as
defined in the plan agreement.
NOTE 8 -- OTHER ACCRUED EXPENSES AND LIABILITIES
At October 31, 2003, the following Funds had following payables included in
Other Accrued Expenses and Liabilities on the Statements of Assets and
Liabilities that exceeded 5% of total liabilities:
<Table>
<Caption>
PAYABLE FOR
CUSTODY FEES
------------
Emerging Countries $ 99,950
International 41,624
International SmallCap Growth 91,519
<Caption>
PAYABLE FOR
TRANSFER
AGENT FEES
----------
Emerging Countries $ 85,393
International 72,798
International SmallCap Growth 249,846
International Value 1,515,405
Global Equity Dividend 1,015
Worldwide Growth 76,954
<Caption>
PAYABLE FOR
SHAREHOLDER
REPORTING
EXPENSE
-------
International $ 38,348
International SmallCap Growth 89,589
International Value 750,614
Worldwide Growth 166,408
<Caption>
PAYABLE FOR
ORGANIZATION
FEES
----
Global Equity Dividend $ 10,000
<Caption>
PAYABLE FOR ESTIMATED
INDIA TAX
---------
Emerging Countries $ 132,836
</Table>
NOTE 9 -- EXPENSE LIMITATIONS
For the following Funds, the Investment Manager has agreed to limit expenses,
excluding interest, taxes, brokerage and extraordinary expenses to the levels
listed below:
Maximum Operating Expense Limit (as a percentage of average net assets)
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS I CLASS M CLASS Q
SHARES SHARES SHARES SHARES SHARES SHARES
------- ------- ------- ------- ------- -------
Emerging Countries 2.25% 2.90% 2.90% N/A 2.65% 2.15%
Foreign 1.95% 2.70% 2.70% 1.60% N/A 1.85%
International 1.95% 2.70% 2.70% 1.60% N/A 1.85%
International SmallCap Growth 1.95% 2.60% 2.60% N/A N/A 1.85%
International Value N/A N/A N/A N/A N/A N/A
Precious Metals 2.75% N/A N/A N/A N/A N/A
Russia 3.35% N/A N/A N/A N/A N/A
Global Equity Dividend 1.40% 2.15% 2.15% 1.15% N/A 1.40%
Global Real Estate 1.75% 2.50% 2.50% N/A N/A 1.75%
Worldwide Growth 1.85% 2.50% 2.50% N/A N/A 1.75%
</Table>
For International Fund, the voluntary expense limits provided above were
effective July 1, 2003.
Each Fund will at a later date reimburse the Investment Manager for management
fees waived and other expenses assumed by the Investment Manager during the
previous 36 months, but only if, after such reimbursement, the Fund's expense
ratio does not exceed the percentage described above. Waived and reimbursed fees
and any recoupment by the Investment Manager of such waived and reimbursed fees
are reflected net on the accompanying Statements of Operations for each Fund.
Amounts payable by the Investment Manager are reflected on the accompanying
statements of Assets and Liabilities for each Fund.
As of October 31, 2003, the cumulative amounts of reimbursed fees that are
subject to possible recoupment by the Investment Manager are as follows:
<Table>
Emerging Countries $ 57,128
Foreign 70,612
International 43,933
International SmallCap Growth 106,688
Global Real Estate 258,604
Worldwide Growth 812,316
</Table>
NOTE 10 -- LINE OF CREDIT
All of the Funds included in this report, in addition to certain other funds
managed by the Adviser, have entered into an unsecured committed revolving line
of credit agreement (the "Credit Agreement") with The Bank of New York for an
aggregate amount of $150,000,000. The proceeds may be used only to: (1)
temporarily finance the purchase and sale of securities; (2) finance the
redemption of shares of an investor in the Funds; and (3) enable the Funds to
meet other emergency expenses as defined in the Credit Agreement. The Funds to
which the line of credit is available pay a commitment fee equal to 0.09% per
annum on the daily unused portion of the committed line amount payable quarterly
in arrears. The following Funds utilized the line of credit during the year
ended October 31, 2003:
<Table>
<Caption>
APPROXIMATE APPROXIMATE
DAYS AVERAGE DAILY WEIGHTED AVERAGE
UTILIZED BALANCE INTEREST RATE
-------- ------- -------------
Emerging Countries 137 $ 4,011,255 1.60%
International 1 2,290,000 1.75%
International SmallCap Growth 20 3,322,650 1.46%
International Value 7 2,280,000 1.80%
Precious Metals 6 900,833 1.52%
Russia 16 564,375 1.48%
Global Real Estate 5 658,000 1.76%
Worldwide Growth 17 1,590,588 1.66%
</Table>
58
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 11 -- CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
-------------------------------- --------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 15,077,519 11,599,557 84,548 171,877
Shares issued in merger -- 407,103 -- 276,180
Dividends reinvested -- 121 -- --
Shares redeemed (15,912,953) (12,682,825) (349,157) (461,156)
-------------- -------------- -------------- --------------
Net decrease in shares outstanding (835,434) (676,044) (264,609) (13,099)
============== ============== ============== ==============
EMERGING COUNTRIES ($)
Shares sold $ 209,705,771 $ 161,276,949 $ 1,250,314 $ 2,478,236
Shares issued in merger -- 5,280,325 -- 3,558,403
Dividends reinvested -- 1,567 -- --
Shares redeemed (222,355,701) (177,404,620) (4,809,392) (6,402,316)
-------------- -------------- -------------- --------------
Net decrease $ (12,649,930) $ (10,845,779) $ (3,559,078) $ (365,677)
============== ============== ============== ==============
<Caption>
CLASS C SHARES
--------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 352,142 361,853
Shares issued in merger -- --
Dividends reinvested -- --
Shares redeemed (544,473) (671,785)
-------------- --------------
Net decrease in shares outstanding (192,331) (309,932)
============== ==============
EMERGING COUNTRIES ($)
Shares sold $ 4,452,036 $ 5,122,486
Shares issued in merger -- --
Dividends reinvested -- --
Shares redeemed (6,896,237) (9,265,932)
-------------- --------------
Net decrease $ (2,444,201) $ (4,143,446)
============== ==============
</Table>
<Table>
<Caption>
CLASS Q SHARES CLASS M SHARES
-------------------------------- --------------------------------
YEAR YEAR YEAR AUGUST 5,
ENDED ENDED ENDED 2002 TO
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002(1)
---- ---- ---- -------
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 12,331,900 3,391,625 3,626 921
Shares issued in merger -- -- -- 92,645
Dividends reinvested -- 72 -- --
Shares redeemed (12,967,395) (3,924,951) (22,486) (2,436)
-------------- -------------- -------------- --------------
Net increase (decrease) in shares outstanding (635,495) (533,254) (18,860) 91,130
============== ============== ============== ==============
EMERGING COUNTRIES ($)
Shares sold $ 173,161,999 $ 47,255,785 $ 47,863 $ 11,570
Shares issued in merger -- -- -- 1,201,548
Dividends reinvested -- 970 -- --
Shares redeemed (183,269,201) (54,959,947) (297,464) (30,431)
-------------- -------------- -------------- --------------
Net increase (decrease) $ (10,107,202) $ (7,703,192) $ (249,601) $ 1,182,687
============== ============== ============== ==============
</Table>
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES CLASS I SHARES CLASS Q SHARES
-------------- -------------- -------------- -------------- --------------
JULY 1, JULY 8, JULY 3, SEPTEMBER 10, JULY 11,
2003 TO 2003 TO 2003 TO 2003 TO 2003 TO
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003(1) 2003(1) 2003(1) 2003(1) 2003(1)
------- ------- ------- ------- -------
FOREIGN (NUMBER OF SHARES)
Shares sold 702,682 124,952 513,787 16,997 62,839
Shares redeemed (103,607) (2,654) (5,086) -- (24,630)
-------------- -------------- -------------- -------------- --------------
Net increase in shares outstanding 599,075 122,298 508,701 16,997 38,209
============== ============== ============== ============== ==============
FOREIGN ($)
Shares sold $ 7,385,657 $ 1,332,337 $ 5,506,304 $ 185,032 $ 660,039
Shares redeemed (1,050,695) (28,662) (55,392) (39) (270,197)
-------------- -------------- -------------- -------------- --------------
Net increase $ 6,334,962 $ 1,303,675 $ 5,450,912 $ 184,993 $ 389,842
============== ============== ============== ============== ==============
</Table>
- ----------
(1) Commencement of operations of class.
59
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 11 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
-------------------------------- --------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 7,762,080 8,189,311 411,047 455,458
Shares issued in merger -- 818,729 -- 1,223,633
Dividends reinvested 14,078 -- -- --
Shares redeemed (8,754,777) (7,499,690) (378,329) (440,191)
-------------- -------------- -------------- --------------
Net increase (decrease) in shares outstanding (978,619) 1,508,350 32,718 1,238,900
============== ============== ============== ==============
INTERNATIONAL ($)
Shares sold $ 55,834,069 $ 62,922,949 $ 2,964,613 $ 3,482,361
Shares issued in merger -- 7,189,923 -- 10,596,499
Dividends reinvested 100,936 -- -- --
Redemption fee proceeds 306,800 132,507 -- --
Shares redeemed (62,551,570) (59,009,071) (2,692,370) (3,410,635)
-------------- -------------- -------------- --------------
Net increase (decrease) $ (6,309,765) $ 11,236,308 $ 272,243 $ 10,668,225
============== ============== ============== ==============
<Caption>
CLASS C SHARES
--------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 687,730 974,161
Shares issued in merger -- 1,243,707
Dividends reinvested 223 --
Shares redeemed (714,120) (614,252)
-------------- --------------
Net increase (decrease) in shares outstanding (26,167) 1,603,616
============== ==============
INTERNATIONAL ($)
Shares sold $ 4,915,756 $ 7,381,467
Shares issued in merger -- 10,762,961
Dividends reinvested 1,567 --
Redemption fee proceeds -- --
Shares redeemed (5,079,397) (4,729,016)
-------------- --------------
Net increase (decrease) $ (162,074) $ 13,415,412
============== ==============
</Table>
<Table>
<Caption>
CLASS I SHARES CLASS Q SHARES
-------------------------------- --------------------------------
YEAR JANUARY 15, YEAR YEAR
ENDED 2002 TO ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002(1) 2003 2002
---- ------- ---- ----
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 4,236,967 3,152,664 9,642,227 471,191
Shares issued in merger -- -- -- 993,513
Dividends reinvested 7,018 -- 6,300 --
Shares redeemed (3,777,860) (2,248,030) (8,885,673) (478,675)
-------------- -------------- -------------- --------------
Net increase in shares outstanding 466,125 904,634 762,854 986,029
============== ============== ============== ==============
INTERNATIONAL ($)
Shares sold $ 31,427,964 $ 25,021,083 $ 71,887,675 $ 3,563,197
Shares issued in merger -- -- -- 8,727,522
Dividends reinvested 50,182 -- 44,920 --
Shares redeemed (28,083,521) (17,592,690) (66,455,504) (3,696,166)
-------------- -------------- -------------- --------------
Net increase $ 3,394,625 $ 7,428,393 $ 5,477,091 $ 8,594,553
============== ============== ============== ==============
</Table>
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
-------------------------------- --------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 19,584,957 29,014,063 259,509 599,756
Shares redeemed (20,385,263) (29,337,016) (645,907) (1,096,685)
-------------- -------------- -------------- --------------
Net decrease in shares outstanding (800,306) (322,953) (386,398) (496,929)
============== ============== ============== ==============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 382,529,561 $ 632,348,151 $ 5,554,909 $ 13,965,766
Shares redeemed (401,765,381) (642,058,647) (13,344,655) (25,182,365)
-------------- -------------- -------------- --------------
Net decrease $ (19,235,820) $ (9,710,496) $ (7,789,746) $ (11,216,599)
============== ============== ============== ==============
<Caption>
CLASS C SHARES
--------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 1,022,290 1,192,193
Shares redeemed (1,596,079) (1,824,566)
-------------- --------------
Net decrease in shares outstanding (573,789) (632,373)
============== ==============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 19,024,592 $ 25,346,123
Shares redeemed (29,846,873) (38,544,051)
-------------- --------------
Net decrease $ (10,822,281) $ (13,197,928)
============== ==============
</Table>
- ----------
(1) Commencement of operations of class.
60
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 11 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS Q SHARES
--------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 18,417,622 6,300,682
Shares redeemed (19,100,237) (6,626,006)
-------------- --------------
Net decrease in shares outstanding (682,615) (325,324)
============== ==============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 386,181,572 $ 143,123,447
Shares redeemed (402,650,057) (150,812,281)
-------------- --------------
Net decrease $ (16,468,485) $ (7,688,834)
============== ==============
</Table>
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
--------------------------------- --------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
INTERNATIONAL VALUE (NUMBER OF SHARES)
Shares sold 26,629,999 119,238,378 789,733 9,034,613
Dividends reinvested 2,380,188 2,046,200 522,401 542,229
Shares redeemed (39,577,685) (87,913,712) (6,780,391) (7,613,839)
-------------- ---------------- -------------- --------------
Net increase (decrease) in shares outstanding (10,567,498) 33,370,866 (5,468,257) 1,963,003
============== ================ ============== ==============
INTERNATIONAL VALUE ($)
Shares sold $ 300,379,527 $ 1,522,323,967 $ 8,617,865 $ 114,916,200
Dividends reinvested 24,301,715 25,679,811 5,265,802 6,739,902
Shares redeemed (433,441,524) (1,107,047,090) (72,491,973) (89,774,421)
-------------- ---------------- -------------- --------------
Net increase (decrease) $ (108,760,282) $ 440,956,688 $ (58,608,306) $ 31,881,681
============== ================ ============== ==============
<Caption>
CLASS C SHARES
--------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
INTERNATIONAL VALUE (NUMBER OF SHARES)
Shares sold 366,016 18,810,213
Dividends reinvested 793,701 774,598
Shares redeemed (10,503,035) (13,237,481)
-------------- --------------
Net increase (decrease) in shares outstanding (9,343,318) 6,347,330
============== ==============
INTERNATIONAL VALUE ($)
Shares sold $ 3,763,939 $ 239,956,133
Dividends reinvested 7,984,632 9,605,012
Shares redeemed (111,900,151) (159,086,448)
-------------- --------------
Net increase (decrease) $ (100,151,580) $ 90,474,697
============== ==============
</Table>
<Table>
<Caption>
CLASS I SHARES CLASS Q SHARES
-------------------------------- --------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
INTERNATIONAL VALUE (NUMBER OF SHARES)
Shares sold 5,744,382 24,400,308 414,335 3,129,171
Dividends reinvested 960,472 431,858 55,079 61,189
Shares redeemed (7,324,179) (7,442,390) (1,192,380) (3,233,666)
-------------- -------------- -------------- --------------
Net increase (decrease) in shares outstanding (619,325) 17,389,776 (722,966) (43,306)
============== ============== ============== ==============
INTERNATIONAL VALUE ($)
Shares sold $ 64,019,780 $ 311,346,171 $ 4,342,982 $ 40,891,856
Dividends reinvested 9,787,206 5,411,186 562,357 769,149
Shares redeemed (81,395,062) (88,175,138) (12,908,381) (41,911,766)
-------------- -------------- -------------- --------------
Net increase (decrease) $ (7,588,076) $ 228,582,219 $ (8,003,042) $ (250,761)
============== ============== ============== ==============
</Table>
61
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 11 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS A SHARES
--------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
PRECIOUS METALS (NUMBER OF SHARES)
Shares sold 4,466,542 5,093,937
Dividends reinvested -- 93,347
Shares redeemed (6,273,160) (8,565,463)
-------------- --------------
Net decrease in shares outstanding (1,806,618) (3,378,179)
============== ==============
ING PRECIOUS METALS ($)
Shares sold $ 23,459,610 $ 23,370,196
Dividends reinvested -- 276,307
Shares redeemed (33,507,092) (37,510,436)
-------------- --------------
Net decrease $ (10,047,482) $ (13,863,933)
============== ==============
<Caption>
CLASS A SHARES
--------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
RUSSIA (NUMBER OF SHARES)
Shares sold 4,909,238 6,263,777
Dividends reinvested 54,743 --
Shares redeemed (3,566,373) (5,312,399)
-------------- --------------
Net increase in shares outstanding 1,397,608 951,378
============== ==============
RUSSIA ($)
Shares sold $ 84,437,970 $ 74,776,336
Dividends reinvested 659,656 --
Redemption fee proceeds 326,534 156,582
Shares redeemed (58,588,061) (63,780,444)
-------------- --------------
Net increase $ 26,836,099 $ 11,152,474
============== ==============
</Table>
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
-------------- -------------- --------------
SEPTEMBER 17, OCTOBER 24, OCTOBER 29,
2003(1) TO 2003(1) TO 2003(1) TO
OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2003 2003
---- ---- ----
GLOBAL EQUITY DIVIDEND
(NUMBER OF SHARES)
Shares sold 407,533 1,107 1,773
------------ --------- ---------
Net increase in shares outstanding 407,533 1,107 1,773
============ ========= =========
GLOBAL EQUITY DIVIDEND FUND ($)
Shares sold $ 4,077,071 $ 11,411 $ 18,510
------------ --------- ---------
Net increase $ 4,077,071 $ 11,411 $ 18,510
============ ========= =========
</Table>
- ----------
(1) Commencement of operations of class.
62
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 11 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
--------------------------------- --------------------------------
YEAR NOVEMBER 5, YEAR MARCH 15,
ENDED 2001(1) TO ENDED 2002(1) TO
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
GLOBAL REAL ESTATE
(NUMBER OF SHARES)
Shares sold 672,726 2,620,377 98,078 72,797
Dividends reinvested 138,301 46,906 5,050 670
Shares redeemed (74,909) (222,136) (46,588) (1,693)
-------------- ---------------- -------------- --------------
Net increase (decrease) in shares outstanding 736,118 2,445,147 56,540 71,774
============== ================ ============== ==============
GLOBAL REAL ESTATE ($)
Shares sold $ 8,188,091 $ 26,466,690 $ 1,043,292 $ 738,634
Dividends reinvested 1,498,260 505,181 49,301 6,378
Shares redeemed (902,108) (2,351,639) (467,192) (16,456)
-------------- ---------------- -------------- --------------
Net increase (decrease) $ 8,783,367 $ 24,620,232 $ 625,401 $ 728,556
============== ================ ============== ==============
<Caption>
CLASS C SHARES
---------------------------------
YEAR JANUARY 8,
ENDED 2002(1) TO
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
GLOBAL REAL ESTATE
(NUMBER OF SHARES)
Shares sold 108,973 237,200
Dividends reinvested 10,157 2,126
Shares redeemed (215,666) (197)
-------------- ----------------
Net increase (decrease) in shares outstanding (96,536) 239,129
============== ================
GLOBAL REAL ESTATE ($)
Shares sold $ 1,155,540 $ 2,517,243
Dividends reinvested 100,274 20,816
Shares redeemed (2,208,270) (2,020)
-------------- ----------------
Net increase (decrease) $ (952,456) $ 2,536,039
============== ================
<Caption>
CLASS Q SHARES
OCTOBER 15,
2003(1) TO
OCTOBER 31,
2003
----
GLOBAL REAL ESTATE
(NUMBER OF SHARES)
Shares sold 37,120
Shares redeemed (37,120)
--------------
Net increase in shares outstanding --
==============
GLOBAL REAL ESTATE ($)
Shares sold $ 500,001
Shares redeemed (494,087)
--------------
Net increase $ 5,914
==============
</Table>
- ----------
(1) Commencement of operations of class.
63
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 11 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
--------------------------------- --------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 12,783,099 10,042,589 74,457 130,581
Shares redeemed (14,551,712) (13,104,424) (713,016) (1,486,694)
-------------- ---------------- -------------- --------------
Net decrease in shares outstanding (1,768,613) (3,061,835) (638,559) (1,356,113)
============== ================ ============== ==============
WORLDWIDE GROWTH ($)
Shares sold $ 161,726,758 $ 145,141,054 $ 1,068,420 $ 2,247,925
Shares redeemed (185,501,020) (192,304,536) (10,063,284) (24,337,790)
-------------- ---------------- -------------- --------------
Net increase (decrease) $ (23,774,262) $ (47,163,482) $ (8,994,864) $ (22,089,865)
============== ================ ============== ==============
<Caption>
CLASS C SHARES
---------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 525,179 372,981
Shares redeemed (1,639,911) (2,833,697)
-------------- ----------------
Net decrease in shares outstanding (1,114,732) (2,460,716)
============== ================
WORLDWIDE GROWTH ($)
Shares sold $ 6,434,456 $ 5,747,691
Shares redeemed (20,391,680) (41,522,976)
-------------- ----------------
Net increase (decrease) $ (13,957,224) $ (35,775,285)
============== ================
<Caption>
CLASS Q SHARES
---------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 8,644,664 2,165,766
Shares redeemed (8,840,185) (2,555,640)
-------------- ----------------
Net decrease in shares outstanding (195,521) (389,874)
============== ================
WORLDWIDE GROWTH ($)
Shares sold $ 127,952,864 $ 35,266,752
Shares redeemed (130,999,382) (42,294,829)
-------------- ----------------
Net decrease $ (3,046,518) $ (7,028,077)
============== ================
</Table>
NOTE 12 -- ILLIQUID SECURITIES
Pursuant to guidelines adopted by the Funds' Board, the following securities
have been deemed to be illiquid. The Funds currently limit investment in
illiquid securities to 15% of the Fund's net assets, at market value, at time of
purchase.
<Table>
<Caption>
INITIAL PERCENT
ACQUISITION OF NET
FUND SECURITY SHARES DATE COST VALUE ASSETS
- ---- -------- ------ ---- ---- ----- ------
Emerging Countries Larsen & Toubro Ltd. 240,000 10/31/01 $ 825,661 $ 2,154,016 1.8%
Precious Metals Apollo Gold Corp. 350,000 09/19/03 583,982 586,852 0.6%
Oxiana Resources NL 2,000,000 05/13/03 809,903 1,376,527 1.4
Wheaton River Minerals Ltd. 162,500 09/24/03 34,841 202,192 0.2
-------------- -------------- ---
$ 1,428,726 $ 2,165,571 2.2%
============== ============== ===
Russia Aeroflot 2,446,350 08/15/97 $ 950,126 $ 1,225,621 0.8%
Konakovskaya Gres 3,200,000 10/03/03 1,684,000 1,248,000 0.8
Moscow City Telephone 200,000 08/19/96 1,409,620 2,037,680 1.3
Severstal-Avto 36,550 05/07/02 -- 36,550 0.0
Sun Interbrew Ltd. 311,000 01/25/00 1,176,976 1,492,800 0.9
-------------- -------------- ---
$ 5,220,722 $ 6,040,651 3.8%
============== ============== ===
</Table>
64
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 13 -- REORGANIZATIONS
On May 17, 2002 and August 2, 2002, certain Funds, as listed below (each an
"Acquiring Fund"), acquired the assets and certain liabilities of other Funds,
also listed below (each an "Acquired Fund"), in a tax -- free reorganization in
exchange for shares of the Acquiring Fund, pursuant to a plan of reorganization
approved by the Acquired Fund's shareholders. The number and value of shares
issued by the Acquiring Fund are presented in Note 11 -- Capital Shares. The
Adviser and the Funds allocated the cost associated with the Reorganization
equally. Net assets and unrealized appreciation/(depreciation) as of the
reorganization date were as follows:
<Table>
<Caption>
ACQUIRED FUND
UNREALIZED
ACQUIRING ACQUIRED TOTAL NET ASSETS OF TOTAL NET ASSETS OF APPRECIATION/
FUND FUND ACQUIRED FUND (000'S) ACQUIRING FUND (000'S) (DEPRECIATION)(000'S)
---- ---- --------------------- ---------------------- ---------------------
Emerging Countries Asia-Pacific Equity $ 10,040 $ 108,280 $ (4,828)
International International Core Growth 37,277 48,767 1,524
</Table>
The net assets of Emerging Countries and International after the acquisitions
were approximately $118,319,926 and $86,044,454, respectively.
NOTE 14 -- CONCENTRATION OF RISKS
FOREIGN SECURITIES (ALL FUNDS). Investments in foreign securities may entail
risks not present in domestic investments. Since investments of securities 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 Funds. Foreign investments may also subject the
Funds to foreign government exchange restrictions, expropriation, taxation or
other political, social or economic developments, as well as from movements in
currency, security value and interest rate, all of which could affect the market
and/or credit risk of the investments.
EMERGING MARKETS INVESTMENTS (ALL FUNDS). 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.
INDUSTRY CONCENTRATION (GLOBAL REAL ESTATE FUND AND PRECIOUS METALS FUND). As a
result of the Fund concentrating its assets in securities related to a
particular industry, the Fund may be subject to greater market fluctuation than
a fund which has securities representing a broader range of investment
alternatives.
REGION CONCENTRATION (RUSSIA FUND). As a result of the Fund concentrating its
assets in a single region of the world, the Fund's performance may be more
volatile than that of a fund that invests globally. If securities in the region
that the Fund is concentrated fall out of favor, it may cause the Fund to
underperform in relation to funds that focus on other types of stocks.
NON-DIVERSIFIED (RUSSIA, PRECIOUS METALS AND GLOBAL REAL ESTATE FUNDS). There is
additional risk associated with being non-diversified, since the Fund is not
limited in the proportion of its assets in a single issuer. The investment of a
large percentage of a Fund's assets in the securities of a small number of
issuers may cause that Fund's share price to fluctuate more than that of a
diversified fund.
NOTE 15 -- FEDERAL INCOME TAXES
During the fiscal year ended October 31, 2003, the foreign taxes paid or
withheld were $1,215, $225,485, $8,984,162, $100,390, on foreign source income
for Foreign Fund, International Fund, International Value Fund, and Global Real
Estate Fund, respectively.
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 Funds 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.
65
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 15 -- FEDERAL INCOME TAXES (CONTINUED)
The tax composition of dividends and distributions were as follow:
<Table>
<Caption>
ORDINARY LONG-TERM
INCOME CAPITAL GAINS
------ -------------
International $ 265,181 $ --
International Value 25,983,597 37,067,031
Russia 830,443 --
Global Real Estate 1,822,494 118,865
<Caption>
YEAR ENDED ORDINARY LONG-TERM
OCTOBER 31, 2002: INCOME CAPITAL GAINS
------ -------------
Emerging Countries $ 2,891 $ --
International Value 19,220,965 45,599,213
Precious Metals 302,618 --
Global Real Estate 941,829 --
</Table>
The amount of distributions from net investment income and net realized capital
gains are determined in accordance with federal income tax regulations, which
may differ from accounting principles generally accepted in the United States of
America. 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, wash sale deferrals, organization costs and other
temporary differences. To the extent 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 October 31, 2003:
<Table>
<Caption>
ACCUMULATED
UNDISTRIBUTED NET REALIZED
NET GAINS
PAID-IN INVESTMENT (LOSSES) ON
CAPITAL INCOME INVESTMENTS
------- ------------- ------------
Emerging Countries $ -- $ 272,385 $ (272,385)
Foreign (55,357) 73,322 (17,965)
International -- (31,040) 31,040
International SmallCap Growth -- 741,287 (741,287)
International Value -- 1,833,676 (1,833,676)
Precious Metals (499,121) 299,789 199,332
Russia (36,135) 23,378 12,757
Global Equity Dividend (19,413) 28,110 (8,697)
Global Real Estate (8,866) 358,569 (349,703)
Worldwide Growth (1,106,717) 1,046,259 60,458
</Table>
Capital loss carryforwards, which may be used to offset future realized capital
gains for federal income tax purposes were as follows at October 31, 2003:
<Table>
<Caption>
EXPIRATION
AMOUNT DATES
------ ---------------
Emerging Countries $ 170,443,085 2005, 2007-2010
International 37,788,257 2007-2011
International SmallCap Growth 237,702,930 2008-2010
International Value 98,526,506 2011
Precious Metals 57,346,756 2007-2010
Russia 50,194,458 2007-2009
Worldwide Growth 235,346,672 2008-2011
</Table>
The following represents the tax-basis components of distributable earnings as
of October 31, 2003:
<Table>
<Caption>
UNDISTRIBUTED CAPITAL UNDISTRIBUTED
ORDINARY UNREALIZED LOSS LONG TERM
INCOME APPRECIATION CARRYFORWARDS GAIN/LOSS
------------- ------------ ------------- -------------
Emerging Countries $ 436,002 $ 33,118,086 $ (170,443,085) $ --
Foreign 117,485 436,142 -- --
International 142,522 10,472,665 (37,788,257) --
International SmallCap Growth 58,426 82,015,071 (237,702,930) --
International Value 15,253,442 (91,077,118) (98,526,506) --
Precious Metals -- 33,292,833 (57,346,756) --
Russia -- 44,131,690 (50,194,458) --
Global Equity Dividend 47,766 178,913 -- --
</Table>
NOTE 16 -- CHANGE IN FUNDS' AUDITORS (UNAUDITED)
PricewaterhouseCoopers, LLP ("PwC") served as independent auditors for the
Funds. On May 28, 2003, the Funds' Board dismissed PwC and selected KPMG LLP
("KPMG") as independent auditors for the Funds for the fiscal year ended October
31, 2003 upon the recommendation of the Funds' Audit Committee. During the two
most recent fiscal years and through May 28, 2003, there was no disagreement
with PwC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to PwC's satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement. The
audit reports of PwC on the financial statements of the ING Emerging Countries
Fund, ING International Fund, ING International SmallCap Growth Fund, ING
Precious Metals Fund, ING Russia Fund, ING Global Real Estate Fund, ING
International Value Fund and ING Worldwide Growth Fund as of and for the periods
or years ended October 31, 2002 and 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
66
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 17 -- OTHER INFORMATION (UNAUDITED)
As with many financial services companies, ING Investments and affiliates of ING
Investments (collectively, "ING") have received requests for information from
various governmental and self-regulatory agencies in connection with
investigations related to trading in investment company shares. In each case,
full cooperation and responses are being provided. ING is also conducting an
internal review of investment company share trading as well as reviewing their
policies and procedures in this area.
NOTE 18 -- SUBSEQUENT EVENT
For the Foreign Fund, effective December 1, 2003, the expense limitations for
Classes A, B, C, I and Q are 1.70%, 2.45%, 2.45%, 1.35% and 1.60%,
respectively.
67
<Page>
ING
Emerging
Countries
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 90.8%
AUSTRIA: 0.6%
16,400 @ Bank Austria Creditanstalt AG $ 714,556
---------------
714,556
---------------
BRAZIL: 9.4%
38,100 Banco Itau Holding
Financeira SA ADR 1,556,385
14,300 Brasil Telecom
Participacoes SA ADR 522,236
46,100 Cia de Bebidas
Das Americas ADR 977,320
58,000 Cia Energetica de Minas
Gerais ADR 849,120
38,900 Cia Vale do Rio Doce ADR 1,571,560
36,800 Gerdau SA ADR 535,808
179,600 Petroleo Brasileiro
SA - Petrobras ADR 3,908,096
84,059 Tele Norte Leste
Participacoes SA ADR 1,191,116
---------------
11,111,641
---------------
CHILE: 1.2%
33,000 Cia de Telecomunicaciones
de Chile SA ADR 502,590
131,900 Enersis SA ADR 912,748
---------------
1,415,338
---------------
CHINA: 2.7%
1,596,000 China Oilfield Services Ltd. 462,418
1,746,000 China Petroleum &
Chemical Corp. 578,950
1,418,000 China Telecom Corp. Ltd. 470,189
334,000 Huaneng Power Intl., Inc. 511,815
203,000 @ Weiqiao Textile Co. 237,879
1,384,000 Zhejiang Expressway Co. Ltd. 873,276
---------------
3,134,527
---------------
HONG KONG: 3.1%
541,500 China Mobile Ltd. 1,537,540
434,000 Citic Pacific Ltd. 1,011,551
239,000 Cnooc Ltd. 450,874
702,000 Cofco Intl. Ltd. 433,908
302,000 @ Lee & Man Paper
Manufacturing Ltd. 223,612
---------------
3,657,485
---------------
HUNGARY: 0.4%
19,815 @ OTP Bank Rt. GDR 486,458
---------------
486,458
---------------
INDIA: 5.2%
240,000 I Larsen & Toubro Ltd. 2,154,016
20,000 Ranbaxy Laboratories Ltd. GDR 458,000
116,014 # Reliance Industries Ltd. GDR 2,772,735
91,300 Tata Motors Ltd. GDR 766,920
---------------
6,151,671
---------------
INDONESIA: 1.8%
615,346 @ Astra Intl. Tbk PT 315,042
4,097,500 @ Bank Mandiri Persero PT 458,145
360,000 Gudang Garam Tbk PT 557,171
1,037,000 Telekomunikasi
Indonesia Tbk PT $ 732,302
---------------
2,062,660
---------------
ISRAEL: 2.1%
26,500 @ Check Point
Software Technologies 450,235
36,200 Teva Pharmaceutical
Industries ADR 2,059,418
---------------
2,509,653
---------------
MALAYSIA: 4.6%
14,700 @ Astro All Asia Networks PLC 18,259
418,000 Gamuda BHD 836,000
94,600 Genting BHD 460,553
221,200 Malayan Banking BHD 593,747
372,000 New Straits Times Press BHD 405,284
1,749,000 Public Bank BHD 1,380,789
292,000 Resorts World BHD 845,263
384,000 Telekom Malaysia Bhd 929,684
---------------
5,469,579
---------------
MEXICO: 6.6%
69,700 America Movil SA de CV ADR 1,658,860
21,305 Cemex SA de CV ADR 511,320
15,700 Fomento Economico Mexicano
SA de CV ADR 560,804
948,100 @ Grupo Financiero
BBVA Bancomer 804,724
358,800 @ Grupo Mexico SA de CV 629,189
27,450 Grupo Televisa SA ADR 1,063,688
59,100 Telefonos de Mexico
SA de CV ADR 1,900,066
15,910 TV Azteca SA de CV ADR 128,712
189,600 Wal-Mart de Mexico SA de CV 528,714
---------------
7,786,077
---------------
PHILIPPINES: 0.3%
3,152,000 Ayala Land, Inc. 370,388
---------------
370,388
---------------
POLAND: 0.9%
14,100 Bank Pekao SA GDR 406,362
182,200 Telekomunikacja Polska SA GDR 630,412
---------------
1,036,774
---------------
RUSSIA: 4.2%
26,000 LUKOIL ADR 2,113,800
40,289 OAO Gazprom ADR 965,503
19,200 Surgutneftegaz ADR 476,928
30,175 YUKOS ADR 1,394,085
---------------
4,950,316
---------------
SOUTH AFRICA: 7.4%
210,000 Absa Group Ltd. 1,213,706
780,000 Firstrand Ltd. 921,972
109,600 Gold Fields Ltd. ADR 1,569,472
49,800 Harmony Gold
Mining Co. Ltd. ADR 752,976
11,500 Impala Platinum Holdings Ltd. 1,056,599
263,000 @ MTN Group Ltd. 942,146
18,300 Sappi Ltd. 231,543
</Table>
See Accompanying Notes to Financial Statements
68
<Page>
ING
Emerging
Countries
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
SOUTH AFRICA (CONTINUED)
40,500 Sappi Ltd. ADR $ 518,400
304,000 Standard Bank Group Ltd. 1,473,044
---------------
8,679,858
---------------
SOUTH KOREA: 16.0%
24,030 Daishin Securities Co. Ltd. 346,186
14,100 Honam Petrochemical Corp. 564,715
45,161 Kookmin Bank 1,648,462
37,210 Korea Electric Power Corp. 718,419
40,330 Korean Air Co. Ltd. 538,415
22,790 KT Corp. 906,978
9,030 KT Corp. ADR 177,981
69,300 # KT&G Corp. GDR 675,675
14,230 LG Chem Ltd. 571,124
21,100 LG Electronics, Inc. 1,092,886
4,462 Nong Shim Co. Ltd. 652,240
13,070 Posco 1,524,005
15,770 Samsung Electronics Co. Ltd. 6,262,695
13,190 Samsung Fire &
Marine Insurance Co. Ltd. 753,396
2,840 Shinsegae Co. Ltd. 569,920
10,600 SK Telecom Co. Ltd. 1,871,906
---------------
18,875,003
---------------
TAIWAN: 14.8%
182,613 Asustek Computer, Inc. GDR 440,097
246,600 China Motor Corp. Ltd. 468,159
19,000 China Steel Corp. GDR 304,000
968,000 Chinatrust Financial Holding Co. 1,005,751
1,147,000 Compal Electronics, Inc. 1,738,645
1,384,506 Eva Airways Corp. 586,810
1,675,000 Fubon Financial Holding Co. Ltd. 1,764,975
60,000 @ HannStar Display Corp. ADR 501,000
114,060 Hon Hai Precision Industry 510,291
164,424 HON HAI Precision Industry GDR 1,484,749
185,000 @ Ichia Technologies, Inc. 337,601
76,450 MediaTek, Inc. 787,564
1,033,360 Nan Ya Plastic Corp. 1,377,813
686,660 Synnex Technology Intl. Corp. 1,010,537
1,274,372 @ Taiwan Semiconductor
Manufacturing Co. Ltd. 2,513,111
2,349,626 @ United Microelectronics Corp. 2,150,798
648,968 Yuanta Core Pacific Securities Co. 403,038
---------------
17,384,939
---------------
THAILAND: 2.7%
221,900 @ Bangkok Bank PCL 520,056
962,650 Bangkok Expressway PCL 530,851
117,000 BEC World PLC 709,713
334,500 @ Kasikornbank PCL 373,111
3,044,500 Land & House PLC 1,030,223
---------------
3,163,954
---------------
TURKEY: 1.6%
189,000,000 Akbank Tas 885,738
400,000,000 @ Turkiye Garanti Bankasi AS 937,289
---------------
1,823,027
---------------
UNITED KINGDOM: 3.7%
188,000 Anglo American PLC 3,847,461
272,700 Old Mutual PLC 473,170
---------------
4,320,631
---------------
UNITED STATES: 1.5%
12,000 @ iShares MSCI Emerging
Markets Index Fund $ 1,780,920
---------------
1,780,920
---------------
Total Common Stock
(Cost $72,812,774) 106,885,455
---------------
PREFERRED STOCK: 3.1%
BRAZIL: 0.3%
12,562,388 Duratex SA 315,406
---------------
315,406
---------------
SOUTH KOREA: 2.8%
16,880 Samsung Electronics Co. Ltd. 3,351,753
---------------
3,351,753
---------------
Total Preferred Stock
(Cost $2,820,588) 3,667,159
---------------
WARRANTS: 3.5%
INDIA: 3.5%
32,000 @,E Bajaj Auto Ltd.,
Expires 01/17/2006 646,249
60,500 @,E Bharat Heavy Electricals Ltd.,
Expries 09/09/2005 642,921
129,000 @,E Hindustan Lever Ltd.,
Expires 01/23/2004 496,985
127,400 @,E ICICI Bank Ltd.,
Expires 07/16/2004 697,439
11,000 @,E Infosys Technologies Ltd.,
Expires 06/14/2004 1,150,837
52,500 @,E Larsen & Toubro Ltd.,
Expires 04/24/2006 471,295
---------------
4,105,726
---------------
SOUTH KOREA: 0.0%
52,500 @,E KT Corp. 43,784
---------------
43,784
---------------
Total Warrants
(Cost $3,249,610) 4,149,510
---------------
TOTAL INVESTMENTS
IN SECURITIES (COST
$78,882,972)* 97.4% $ 114,702,124
OTHER ASSETS AND
LIABILITIES-NET 2.6 3,114,705
----- ---------------
NET ASSETS 100.0% $ 117,816,829
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
E Equity Linked Product
I Illiquid Security
# Securities with purchases pursuant to Rule 144A under the Securities Act of
1933 and may not be resold subject to that rule except to qualified
institutional buyers. These securities have been determined to be liquid
under the guidelines established by the Funds' Board of Directors/Trustees.
* Cost for federal income tax purposes is $81,698,119. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 33,423,085
Gross Unrealized Depreciation (419,080)
---------------
Net Unrealized Appreciation $ 33,004,005
===============
</Table>
See Accompanying Notes to Financial Statements
69
<Page>
ING
Emerging
Countries
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- -----------------------------------------------------------------
Agriculture 1.1%
Airlines 1.0
Auto Manufacturers 1.1
Banks 13.0
Beverages 1.3
Building Materials 0.7
Chemicals 4.5
Commercial Services 1.2
Computers 4.0
Diversified Financial Services 2.8
Electric 2.6
Electrical Components & Equipment 9.5
Electronics 1.1
Engineering & Construction 0.7
Entertainment 0.7
Food 0.9
Forest Products & Paper 0.8
Gas 0.8
Holding Companies-Diversified 3.1
Home Builders 0.9
Household Products/Wares 0.4
Insurance 1.0
Internet 0.4
Investment Companies 1.5
Iron/Steel 2.0
Leisure Time 0.6
Lodging 0.4
Media 2.0
Mining 8.0
Oil and Gas 7.6
Oil and Gas Services 0.4
Pharmaceuticals 2.1
Real Estate 0.3
Retail 1.2
Semiconductors 4.7
Software 1.0
Telecommunications 11.8
Textiles 0.2
Other Assets and Liabilities--Net 2.6
-------------
NET ASSETS 100.0%
=============
</Table>
See Accompanying Notes to Financial Statements
70
<Page>
ING
Foreign
Fund PORTFOLIO OF INVESTMENTS as October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 81.5%
AUSTRALIA: 3.2%
10,791 Alumina Ltd. $ 45,634
13,043 AMP Ltd. 60,896
1,052 Australia & New Zealand
Banking Group Ltd. 13,287
13,347 BHP Billiton Ltd. 110,992
2,754 CSL Ltd. 33,220
25,702 John Fairfax Holdings Ltd. 66,018
5,022 Newcrest Mining Ltd. 43,046
7,687 News Corp. Ltd. 68,451
5,950 Sons of Gwalia Ltd. 14,608
---------------
456,152
---------------
AUSTRIA: 1.5%
808 @ Bank Austria Creditanstalt AG 35,205
1,198 Erste Bank Der Oesterreichischen
Sparkassen AG 132,456
348 Omv AG 44,500
---------------
212,161
---------------
BELGIUM: 0.8%
470 Almanij NV 21,259
661 Delhaize Group 31,389
3,042 Fortis 54,247
---------------
106,895
---------------
BRAZIL: 1.5%
867 Aracruz Celulose SA 24,363
3,985 Centrais Eletricas Brasileiras SA 26,152
5,054 Centrais Eletricas Brasileiras SA ADR 31,582
1,447 Cia de Bebidas Das Americas ADR 30,676
2,209 Cia Energetica de Minas Gerais ADR 32,340
430 Telemig Celular Participacoes SA 13,696
2,476 @ Telesp Celular Participacoes SA 14,113
1,611 Uniao de Bancos Brasileiros SA 35,619
---------------
208,541
---------------
CANADA: 1.7%
2,022 Canadian Natural Resources Ltd. 85,894
1,690 Encana Corp. 58,045
6,946 @ Nortel Networks Corp. 30,987
1,562 Petro-Canada 62,964
---------------
237,890
---------------
CZECHOSLOVAKIA: 1.5%
1,316 Cesky Telecom AS GDR 13,251
6,534 Komercni Banka AS GDR 194,298
---------------
207,549
---------------
DENMARK: 1.1%
3 AP Moller-Maersk A/S 23,551
627 ISS A/S 29,906
307 Radiometer A/S 18,556
1,642 TDC A/S 52,769
1,083 Vestas Wind Systems A/S 22,779
219 @ William Demant Holding 7,449
---------------
155,010
---------------
FINLAND: 2.4%
4,340 Fortum OYJ 40,009
10,742 Nokia OYJ 182,442
3,530 Sampo OYJ 29,710
1,442 Tietoenator Oyj $ 38,220
2,809 UPM-Kymmene OYJ 52,574
---------------
342,955
---------------
FRANCE: 8.6%
1,198 Accor 47,114
9,119 @ Alcatel SA 120,318
6,273 @ Altran Technologies SA 77,590
1,327 @ Atos Origin 88,547
836 Aventis SA 44,268
1,530 AXA 28,991
2,456 BNP Paribas 129,049
3,238 Bouygues 88,082
594 Carrefour SA 31,184
1,243 Cie de Saint-Gobain 52,438
464 @ Credit Lyonnais Financial
Products Guernsey Ltd. 12,237
1,234 @ France Telecom 29,867
933 LVMH Moet Hennessy
Louis Vuitton SA 64,480
962 Renault SA 63,632
843 Societe Generale 62,621
1,845 Suez SA 29,598
1,119 Total SA 173,921
3,154 @ Vivendi Universal SA 66,254
---------------
1,210,191
---------------
GERMANY: 5.0%
508 Altana AG 32,008
3,333 @ Bayerische Hypo-und
Vereinsbank AG 72,765
1,300 Bayerische Motoren Werke AG 52,138
2,269 Deutsche Lufthansa AG 35,345
4,768 @ Deutsche Telekom AG 74,827
529 E.ON AG 26,628
1,842 @ Fraport AG Frankfurt
Airport Services Worldwide 47,537
521 @ Heidelberger Druckmaschinen 18,109
601 Henkel KGaA 41,298
2,545 @ Hypo Real Estate Holding 43,934
939 Metro AG 38,096
281 @ Muenchener Rueckversicherungs AG 33,515
666 Schering AG 31,317
1,454 Siemens AG 97,697
764 @ Software AG 17,674
850 Stada Arzneimittel AG 43,685
---------------
706,573
---------------
GREECE: 0.5%
4,331 Hellenic Telecommunications
Organization SA 48,535
921 Public Power Corp. 19,850
---------------
68,385
---------------
HUNGARY: 3.6%
559 Egis Rt. 21,657
180 Gedeon Richter Rt. 18,511
11,890 Matav Magyar Tavkozlesi Rt. 42,795
30,109 @ OTP Bank Rt. 368,865
2,549 @ OTP Bank Rt. GDR 62,833
---------------
514,661
---------------
</Table>
See Accompanying Notes to Financial Statements
71
<Page>
ING
Foreign
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
INDIA: 0.1%
301 @,X Dr. Reddy's Laboratories Ltd. $ 7,588
---------------
7,588
---------------
IRELAND: 0.1%
1,721 Bank of Ireland 21,334
---------------
21,334
---------------
ITALY: 2.1%
8,081 Banca Intesa S.p.A. 27,243
16,448 @ Banca Nazionale del Lavoro S.p.A. 37,477
2,524 Banco Popolare di Verona e
Novara Scrl 39,024
12,955 @ Capitalia S.p.A. 36,144
25,604 Cassa di Risparmio di Firenze S.p.A. 39,557
3,121 Mediaset S.p.A. 31,529
25,964 @ Telecom Italia S.p.A. 67,761
2,463 Unicredito Italiano S.p.A. 12,140
---------------
290,875
---------------
JAPAN: 14.2%
11,469 Bank of Yokohama Ltd. 49,555
1,337 Canon, Inc. 64,700
1,700 Daiwa Securities Group Inc. 12,433
2,000 Fuji Photo Film Co. Ltd. 58,945
15 Fuji Television Network Inc 79,820
6,831 Hitachi Ltd. 40,141
879 Honda Motor Co. Ltd. 34,701
1,467 Ito-Yokado Co. Ltd. 53,910
1,898 Kao Corp. 39,019
6 KDDI Corp. 32,583
2,000 Matsushita Electric
Industrial Co. Ltd. 26,361
6,000 Mitsubishi Estate Co. Ltd. 57,525
14 Mitsubishi Tokyo Financial
Group, Inc. 100,604
9,966 Nikko Cordial Corp. 53,758
3,381 @ Nikon Corp 51,329
5 Nippon Telegraph &
Telephone Corp. 22,331
12,186 Nomura Holdings, Inc. 209,280
57,680 Nomura TOPIX Exchange
Traded Fund 550,907
6,000 Sanyo Electric Co. Ltd. 27,507
2,974 Shiseido Co. Ltd. 31,218
2,448 Sony Corp. 85,285
17 Sumitomo Mitsui
Financial Group, Inc. 85,514
200 Takeda Chemical Industries Ltd. 7,077
9,703 The Bank of Fukuoka Ltd. 40,512
3,842 @ The Seiyu Ltd. 12,407
1,830 The Sumitomo Trust &
Banking Co. Ltd. 10,221
6,100 Tokyo Broadcasting System, Inc. 97,713
2,100 Toyota Motor Corp. 59,790
502 Uni-Charm Corp. 23,425
---------------
2,018,571
---------------
MEXICO: 0.2%
1,760 @ Grupo Financiero BBVA Bancomer 29,877
---------------
29,877
---------------
NETHERLANDS: 3.5%
2,253 Aegon NV $ 29,543
1,041 Akzo Nobel NV 32,916
718 @ ASM International NV 12,470
1,653 European Aeronautic Defense
And Space Co. 33,628
11,312 @ Getronics NV 25,117
575 Grolsch NV 15,254
1,666 Heineken NV 59,457
3,682 @ Koninklijke Ahold NV 31,161
6,046 Koninklijke Philips Electronics NV 162,989
828 Royal Dutch Petroleum Co. 36,740
6,638 @ Royal KPN NV 50,467
---------------
489,742
---------------
NORWAY: 2.4%
8,795 DnB Holding ASA 51,362
511 Gjensidige NOR ASA 20,954
703 @ Golar LNG Ltd. 8,201
1,018 Norsk Hydro ASA 57,291
758 Sparebanken Midt-Norge 24,866
1,280 Sparebanken Rogaland 51,584
3,911 Statoil ASA 36,776
6,006 @ Storebrand 33,461
5,652 Telenor ASA 30,769
5,335 Tomra Systems ASA 30,703
---------------
345,967
---------------
POLAND: 1.3%
1,790 @ Agora SA 22,052
4,114 @ Bank Pekao SA GDR 117,511
11,059 Telekomunikacja Polska SA GDR 38,731
---------------
178,294
---------------
RUSSIA: 1.6%
366 MMC Norilsk Nickel ADR 18,849
3,291 @ Sun Interbrew Ltd. GDR 19,511
3,013 Unified Energy System ADR 76,380
6,035 Uralsvyazinform ADR 37,055
4,311 @ Wimm-Bill-Dann Foods OJSC 81,564
---------------
233,359
---------------
SPAIN: 3.1%
746 Acerinox SA 32,477
225 Banco Pastor SA 6,604
7,065 Banco Santander Central
Hispano SA 67,758
8,402 Endesa SA 133,322
2,330 Grupo Empresarial Ence SA 46,019
3,420 Promotora de Informaciones
SA (PRISA) 37,928
3,643 Repsol YPF SA 63,524
3,558 Union Fenosa SA 57,493
---------------
445,125
---------------
SWEDEN: 3.5%
1,127 Autoliv, Inc. ADR 37,129
2,361 @ Elekta AB 46,912
341 Getinge AB 12,480
19,950 Nordea AB 123,779
28,948 Skandia Forsakrings AB 106,131
1,621 Svenska Cellulosa AB 61,196
</Table>
See Accompanying Notes to Financial Statements
72
<Page>
ING
Foreign
Fund PORTFOLIO OF INVESTMENTS as October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
SWEDEN (CONTINUED)
38,732 @ Telefonaktiebolaget LM Ericsson $ 66,532
9,870 TeliaSonera AB 43,145
---------------
497,304
---------------
SWITZERLAND: 6.4%
767 Baloise Holding Ltd. 31,160
1,469 Compagnie Financiere
Richemont AG 33,058
660 Converium Holding AG 32,522
3,708 Credit Suisse Group 130,649
323 @ Micronas Semiconductor Hold 13,425
310 Nestle SA 68,252
2,945 Novartis AG 112,256
365 Phonak Holding AG 6,929
2,103 Roche Holding AG 174,022
126 Sulzer AG 29,958
670 @ Swiss Life Holding 113,645
157 Swisscom AG 45,677
718 UBS AG 44,090
543 Zurich Financial Services AG 69,535
---------------
905,178
---------------
TURKEY: 1.0%
2,322 Akbank TAS 21,764
6,005 @ Anadolu Efes Biracilik Ve
Malt Sanayii AS 14,739
60,605 @ Sabanci Holding 64,363
17,506 @ Turkiye Garanti Bankasi AS 41,020
---------------
141,886
---------------
UNITED KINGDOM: 10.5%
3,335 Abbey National PLC 31,848
5,119 @ Acambis Plc 31,793
6,947 Standard Chartered PLC 111,108
9,118 BP PLC 63,284
10,310 Diageo PLC 121,246
3,275 Gallaher Group PLC 32,789
5,898 Glaxosmithkline PLC 126,309
30,268 Hilton Group PLC 100,030
8,702 HSBC Holdings PLC 130,688
3,875 Imperial Tobacco Group PLC 64,245
3,661 Reckitt Benckiser Plc 77,035
57,054 Royal & Sun Alliance
Insurance Group 84,716
3,197 Royal Bank of Scotland
Group PLC 85,663
7,885 Smith & Nephew PLC 62,654
4,778 Technest Holdings, Inc. 59,473
8,066 Tesco PLC 32,337
120,466 Vodafone Group PLC 252,978
3,850 William Hill PLC 22,148
---------------
1,490,344
---------------
VENEZUELA: 0.1%
684 Cia Anonima Nacional Telefonos
de Venezuela - CANTV ADR 10,233
---------------
10,233
---------------
Total Common Stock
(Cost $11,104,939) 11,532,640
---------------
<Caption>
PRINCIPAL
AMOUNT VALUE
- --------------------------------------------------------------------------------
CORPORATE BONDS: 0.0%
FRANCE: 0.0%
$ 561 AXA, 0.000%, due
12/21/04 $ 753
---------------
753
---------------
Total Corporate Bonds
(Cost $637) 753
---------------
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
MUTUAL FUNDS: 2.8%
INDIA: 0.3%
1,372 @ S&P CNX Nifty Index $ 45,371
---------------
45,371
---------------
UNITED STATES: 2.5%
37,578 @ Ishares MSCI Japan Index Fund 347,221
---------------
347,221
---------------
Total Mutual Funds
(Cost $393,296) 392,592
---------------
PREFERRED STOCK: 1.0%
GERMANY: 1.0%
639 Henkel KGaA 46,806
6,165 ProSieben SAT.1 Media AG 93,885
---------------
140,691
---------------
Total Preferred Stock
(Cost $115,471) 140,691
---------------
RIGHTS: 0.0%
AUSTRALIA: 0.0%
7,696 @,X AMP Ltd. Rights Allocated --
155 @ Australia & New Zealand
Banking Group Ltd. 474
---------------
474
---------------
GERMANY: 0.0%
195 Muenchener
Rueckversicherungs AG 1,612
---------------
1,612
---------------
Total Rights
(Cost $0) 2,086
---------------
</Table>
See Accompanying Notes to Financial Statements
73
<Page>
ING
Foreign
Fund PORTFOLIO OF INVESTMENTS as October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
WARRANTS: 0.3%
INDIA: 0.3%
6,804 @,E Satyam Computer Services Ltd.,
Expires 01/05/2004 $ 45,859
---------------
45,859
---------------
Total Warrants (Cost $41,930) 45,859
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$11,656,273)* 85.6% $ 12,114,621
OTHER ASSETS AND
LIABILITIES-NET 14.4 2,038,033
----- ---------------
NET ASSETS 100.0% $ 14,152,654
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
X Fair Value as determined by ING Valuation Committee appointed by the Fund's
Board of Directors.
E Equity Linked Product
* Cost for federal income tax purposes is $11,695,121. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 505,951
Gross Unrealized Depreciation (86,451)
---------------
Net Unrealized Appreciation $ 419,500
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------------
Aerospace/Defense 0.2%
Agriculture 0.7
Airlines 0.2
Auto Manufacturers 1.5
Auto Parts & Equipment 0.3
Banks 18.7
Beverages 1.8
Building Materials 0.4
Chemicals 0.2
Commercial Services 0.2
Computers 1.1
Cosmetics/Personal Care 0.7
Diversified Financial Services 2.7
Electric 3.1
Electrical Components & Equipment 0.6
Electronics 1.2
Engineering & Construction 1.5
Entertainment 0.9
Environmental Control 0.2
Equity Fund 6.7
Food 2.2
Forest Products & Paper 1.3
Healthcare-Products 1.1
Holding Companies-Diversified 2.1
Home Furnishings 0.8
Household Products/Wares 1.2
Insurance 4.4
Iron/Steel 0.2
Lodging 0.3
Machinery-Diversified 0.1
Media 4.0
Mining 1.7
Miscellaneous Manufacturing 1.7
Office/Business Equipment 0.5
Oil and Gas 4.8
Pharmaceuticals 4.8
Real Estate 0.4
Retail 0.7
Semiconductors 0.2
Software 0.5
Telecommunications 9.3
Transportation 0.2
Water 0.2
Other Assets and Liabilities, Net 14.4
-------
NET ASSETS 100.0%
=======
</Table>
See Accompanying Notes to Financial Statements
74
<Page>
ING
International
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 87.6%
AUSTRALIA: 1.5%
206,000 Qbe Insurance Group Ltd. $ 1,505,523
---------------
1,505,523
---------------
BELGIUM: 0.9%
3,030 Electrabel 837,973
---------------
837,973
---------------
BRAZIL: 1.1%
47,000 Uniao de Bancos Brasileiros SA ADR 1,039,170
---------------
1,039,170
---------------
CANADA: 0.9%
24,103 Encana Corp. 827,846
---------------
827,846
---------------
CHILE: 0.5%
20,500 Banco Santander Chile SA ADR 487,080
---------------
487,080
---------------
DENMARK: 2.0%
39,000 Danske Bank A/S 786,764
36,900 TDC A/S 1,185,846
---------------
1,972,610
---------------
FINLAND: 0.7%
38,000 UPM-Kymmene OYJ 711,218
---------------
711,218
---------------
FRANCE: 7.1%
10,850 Aventis SA 574,528
26,900 AXA 509,721
17,406 Lafarge SA 1,246,444
12,400 Schneider Electric SA 725,795
20,700 Societe Generale 1,537,673
20,239 Total SA 1,776,466
14,400 Valeo SA 539,195
---------------
6,909,822
---------------
GERMANY: 5.5%
28,539 Deutsche Bank AG 1,882,439
20,200 Deutsche Boerse AG 1,122,933
77,000 @ Infineon Technologies AG 1,135,019
18,200 Siemens AG 1,227,135
---------------
5,367,526
---------------
GREECE: 1.0%
82,000 Greek Organization of
Football Prognostics SA 991,380
---------------
991,380
---------------
HONG KONG: 1.9%
446,000 China Merchants Holdings
Intl. Co. Ltd. 605,908
1,302,000 Giordano Intl. Ltd. 586,811
1,236,000 Global Bio-Chem
Technology Group Co. Ltd. 628,688
---------------
1,821,407
---------------
HUNGARY: 0.4%
34,500 @ OTP Bank Rt. 422,658
---------------
422,658
---------------
INDONESIA: 0.5%
901,000 HM Sampoerna Tbk PT $ 461,290
---------------
461,290
---------------
IRELAND: 2.3%
91,800 Irish Life & Permanent PLC 1,285,946
108,210 @ Ryanair Holdings PLC 918,297
---------------
2,204,243
---------------
ISRAEL: 0.9%
15,700 Teva Pharmaceutical
Industries ADR 893,173
---------------
893,173
---------------
ITALY: 3.3%
148,200 Banca Fideuram S.p.A. 930,326
78,000 Bulgari S.p.A. 705,452
122,000 Enel S.p.A. 763,019
205,000 Snam Rete Gas S.p.A. 772,133
---------------
3,170,930
---------------
JAPAN: 19.4%
76,000 Amano Corp. 521,945
129,000 Asahi Diamond Industrial Co. Ltd. 620,740
30,800 Familymart Co. Ltd. 669,596
16,200 Fanuc Ltd. 974,048
7,400 Hirose Electric Co. Ltd. 909,392
99,000 JGC Corp. 851,003
51,000 Kao Corp. 1,048,438
3,500 Mabuchi Motor Co. Ltd. 266,794
69,500 Marui Co. Ltd. 882,539
119,000 Nikko Cordial Corp. 641,897
200 Nippon Telegraph &
Telephone Corp. 893,255
53,000 Nippon Yusen Kabushiki Kaisha 225,624
62,000 Nomura Holdings, Inc. 1,064,774
540 NTT Docomo, Inc. 1,169,054
18,700 Oriental Land Co. Ltd. 1,027,407
26,000 Otsuka Kagu Ltd. 756,811
51,000 Sekisui House Ltd. 500,559
47,500 Shimano, Inc. 907,354
57,000 Shiseido Co. Ltd. 598,335
21,200 Tokyo Electron Ltd. 1,519,589
31,000 Tostem Inax Holding Corp. 552,408
44,000 Toyota Motor Corp. 1,252,740
81,000 Yamato Transport Co. Ltd. 1,076,464
---------------
18,930,766
---------------
MALAYSIA: 1.3%
256,000 Malayan Banking BHD 687,158
730,000 Public Bank BHD 576,316
---------------
1,263,474
---------------
MEXICO: 1.1%
33,300 Telefonos de Mexico SA de CV
ADR 1,070,595
---------------
1,070,595
---------------
NETHERLANDS: 2.2%
18,276 Koninklijke Philips Electronics NV 492,691
35,990 Royal Dutch Petroleum Co. 1,597,202
---------------
2,089,893
---------------
</Table>
See Accompanying Notes to Financial Statements
75
<Page>
ING
International
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
NEW ZEALAND: 0.9%
216,500 Carter Holt Harvey Ltd. $ 243,442
86,600 Fisher & Paykel Healthcare Corp 643,858
---------------
887,300
---------------
NORWAY: 0.8%
127,200 Tomra Systems ASA 732,042
---------------
732,042
---------------
RUSSIA: 1.1%
23,794 YUKOS ADR 1,099,283
---------------
1,099,283
---------------
SINGAPORE: 0.9%
116,000 United Overseas Bank Ltd. 906,172
---------------
906,172
---------------
SOUTH AFRICA: 1.4%
95,500 Gold Fields Ltd. ADR 1,367,560
---------------
1,367,560
---------------
SOUTH KOREA: 1.1%
64,800 LG Investment & Securities Co. Ltd. 572,167
85,700 Woori Finance Holdings Co. Ltd. 469,232
---------------
1,041,399
---------------
SPAIN: 1.6%
418 @ Antena 3 Television SA 13,654
123,800 Telefonica SA 1,539,917
---------------
1,553,571
---------------
SWEDEN: 1.3%
55,180 Foreningssparbanken AB 919,566
40,800 Swedish Match AB 332,118
---------------
1,251,684
---------------
SWITZERLAND: 5.2%
9,500 Adecco SA 560,246
8,165 Nestle SA 1,797,664
19,280 Novartis AG ADR 739,774
12,000 Roche Holding AG 992,998
15,100 UBS AG 927,248
---------------
5,017,930
---------------
TAIWAN: 0.6%
52,704 @ Taiwan Semiconductor
Manufacturing Co. Ltd. 582,906
---------------
582,906
---------------
THAILAND: 0.5%
75,400 BEC World PLC 457,371
---------------
457,371
---------------
UNITED KINGDOM: 16.9%
195,000 BAA PLC 1,542,018
239,600 BP PLC 1,662,950
91,300 British American Tobacco PLC 1,103,887
153,400 @ British Sky Broadcasting PLC 1,665,998
86,400 Diageo PLC 1,016,052
76,325 Glaxosmithkline PLC 1,811,722
16,800 HSBC Holdings PLC 1,261,176
46,500 Imperial Tobacco Group PLC 770,933
116,375 Kingfisher PLC 557,888
835,900 Legal & General Group PLC 1,475,220
59,600 Provident Financial PLC $ 653,859
29,200 Rio Tinto PLC 708,083
56,500 Severn Trent PLC 678,814
745,373 Vodafone Group PLC 1,565,265
---------------
16,473,865
---------------
UNITED STATES: 0.8%
16,000 Schlumberger Ltd. 751,520
---------------
751,520
---------------
Total Common Stock
(Cost $74,578,750) 85,101,180
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$74,578,750)* 87.6% $ 85,101,180
OTHER ASSETS AND
LIABILITIES-NET 12.4 12,047,593
----- ---------------
NET ASSETS 100.0% $ 97,148,773
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
* Cost for federal income tax purposes is $74,644,800. Net unrealized
appreciation consists of:
<Table>
<Caption>
Gross Unrealized Appreciation $ 12,880,361
Gross Unrealized Depreciation (2,423,981)
---------------
Net Unrealized Appreciation $ 10,456,380
===============
</Table>
See Accompanying Notes to Financial Statements
76
<Page>
ING
International
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------------
Agriculture 2.7%
Airlines 0.9
Auto Manufacturers 1.3
Auto Parts & Equipment 0.6
Banks 11.8
Beverages 1.0
Biotechnology 0.6
Building Materials 1.9
Commercial Services 1.2
Cosmetics/Personal Care 1.7
Diversified Financial Services 7.0
Electric 1.6
Electronics 2.7
Engineering & Construction 2.5
Entertainment 2.1
Environmental Control 0.8
Food 1.9
Forest Products & Paper 1.0
Gas 0.8
Hand/Machine Tools 1.3
Healthcare-Products 0.7
Home Builders 0.5
Insurance 3.6
Leisure Time 0.9
Media 2.2
Mining 2.1
Miscellaneous Manufacturing 1.8
Oil and Gas 7.2
Oil and Gas Services 0.8
Pharmaceuticals 5.2
Retail 4.3
Semiconductors 3.3
Telecommunications 7.6
Transportation 1.3
Water 0.7
Other Assets and Liabilities--Net 12.4
-------
NET ASSETS 100.0%
=======
</Table>
See Accompanying Notes to Financial Statements
77
<Page>
ING
International
SmallCap Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 92.9%
AUSTRALIA: 0.7%
647,441 BHP Steel Ltd. $ 2,489,903
---------------
2,489,903
---------------
AUSTRIA: 1.0%
31,000 Erste Bank Der
Oesterreichischen
Sparkassen AG 3,427,527
---------------
3,427,527
---------------
BELGIUM: 0.8%
22,400 Colruyt SA 2,031,120
16,600 @ Mobistar SA 833,652
---------------
2,864,772
---------------
BERMUDA: 0.6%
104,000 Frontline Ltd. 2,029,397
---------------
2,029,397
---------------
CANADA: 11.1%
258,900 Abitibi-Consolidated, Inc. 1,742,303
190,100 AGF Management Ltd. 2,495,148
91,000 @ Ballard Power Systems, Inc. 1,178,450
146,600 Canadian Pacific Railway Ltd. 4,109,068
181,200 @ Cequel Energy, Inc. 1,044,816
221,900 CI Fund Management, Inc. 2,483,233
176,500 @ Compton Petroleum Corp. 752,574
103,800 @ Cott Corp. 2,703,990
101,400 Dofasco, Inc. 2,451,818
54,400 Ensign Resource Service Group 823,398
350,300 @ Esprit Exploration Ltd. 669,744
80,400 Finning Intl., Inc. 1,841,566
108,400 IPSCO, Inc. 1,497,640
151,600 @ Kingsway Financial Services, Inc. 1,591,855
133,700 @ Olympia Energy, Inc. 296,198
41,600 @ Precision Drilling Corp. 1,638,208
120,100 @ Progress Energy Ltd. 956,754
160,400 @ RONA, Inc. 2,981,525
228,000 @ Stake Technology Ltd. 2,186,520
127,000 Teck Cominco Ltd. 1,657,297
122,800 @ Westjet Airlines Ltd. 2,674,852
---------------
37,776,957
---------------
CHINA: 1.4%
948,000 Byd Co. Ltd. 2,472,024
8,000,000 Sinopec Shanghai
Petrochemical Co. Ltd. 2,266,377
---------------
4,738,401
---------------
DENMARK: 0.7%
50,000 @ Jyske Bank 2,408,301
---------------
2,408,301
---------------
FINLAND: 1.1%
20,000 Nokian Renkaat OYJ 1,494,045
271,600 Sampo OYJ 2,285,921
---------------
3,779,966
---------------
FRANCE: 3.8%
42,400 Cie Generale D'Optique
Essilor Intl. SA 2,039,620
37,800 Dassault Systemes SA 1,603,901
83,000 @ Flamel Technologies ADR 2,095,750
13,000 IPSOS 1,097,168
171,500 @ JC Decaux SA $ 2,524,008
51,853 Valeo SA 1,941,590
21,100 Vinci SA 1,529,368
---------------
12,831,405
---------------
GERMANY 4.7%
50,000 Continental AG 1,697,250
83,600 @ Epcos AG 1,724,062
20,000 GFK AG 501,038
24,691 @ Heidelbergcement AG 1,054,846
105,700 @ Hypo Real Estate Holding 1,843,144
71,000 @ Infineon Technologies AG 1,046,576
65,000 KarstadtQuelle AG 1,615,526
66,100 Medion AG 2,936,873
164,200 MG Technologies AG 2,074,893
80,000 @ SGL Carbon AG 1,501,950
---------------
15,996,158
---------------
GREECE: 1.0%
78,600 Coca Cola Hellenic
Bottling Co. SA 1,525,921
46,760 Titan Cement Co. SA 1,793,831
---------------
3,319,752
---------------
HONG KONG: 3.8%
493,500 ASM Pacific Technology 1,846,089
1,134,000 Cathay Pacific Airways Ltd. 2,168,497
200,000 DAH Sing Financial 1,397,170
5,000,000 @ First Pacific Co. 965,785
1,000,000 Hysan Development Co. Ltd. 1,455,116
1,087,500 Kerry Properties Ltd. 1,442,401
640,000 Kingboard Chemicals Holdings 836,499
279,000 Television Broadcasts Ltd. 1,322,122
250,000 Wing Hang Bank Ltd. 1,542,037
---------------
12,975,716
---------------
INDIA: 0.4%
58,260 Ranbaxy Laboratories Ltd. GDR 1,334,154
---------------
1,334,154
---------------
IRELAND: 1.9%
339,500 Anglo Irish Bank Corp. PLC 4,076,928
250,000 Grafton Group PLC 1,554,844
200,000 Greencore Group PLC 720,750
---------------
6,352,522
---------------
ISRAEL: 0.9%
50,000 @ Taro Pharmaceuticals Industries 3,212,500
---------------
3,212,500
---------------
ITALY: 2.7%
1,285,100 @ Banca Nazionale del
Lavoro S.p.A. 2,928,100
95,100 Banco Popolare di
Verona e Novara Scrl 1,470,365
150,000 Buzzi Unicem S.p.A. 1,668,768
98,600 Italcementi S.p.A. 1,186,343
289,100 Saipem S.p.A. 2,103,853
---------------
9,357,429
---------------
JAPAN: 22.0%
36,800 Advantest Corp. 2,741,547
750,000 Aioi Insurance Co. Ltd. 2,797,107
590,000 Bank of Yokohama Ltd. 2,549,234
</Table>
See Accompanying Notes to Financial Statements
78
<Page>
ING
International
SmallCap Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
JAPAN (CONTINUED)
142,100 Capcom Co. Ltd. $ 1,835,467
37,000 Disco Corp. 1,985,719
25,000 Eneserve Corp. 1,023,332
25,700 Funai Electric Co. Ltd. 3,424,797
57,700 Hogy Medical Co. Ltd. 2,828,972
234,000 JSR Corp. 4,959,475
200,000 Kamigumi Co. Ltd. 1,302,588
378,000 Keihin Electric Express
Railway Co. Ltd. 2,210,888
1,417,000 @ Kobe Steel Ltd. 1,817,410
152,000 Marui Co. Ltd. 1,930,159
45,000 Matsui Securities Co. Ltd. 1,080,639
43,400 Meitec Corp. 1,551,480
900,000 Mitsui Mining & Smelting Co. Ltd. 3,602,128
50,930 Nichii Gakkan Co. 2,770,376
30,500 Nidec Corp. 2,971,346
221,000 Nippon Electric Glass Co. Ltd. 4,060,763
69,900 Nitto Denko Corp. 3,668,741
402,000 NSK Ltd. 1,656,488
147,000 @ Sega Corp. 1,627,316
116,000 Shimano, Inc. 2,215,855
200,000 Sumitomo Corp. 1,388,093
400,000 The Bank of Fukuoka Ltd. 1,670,078
550,000 The Sumitomo
Trust & Banking Co. Ltd. 3,071,814
107,500 THK Co. Ltd. 2,180,607
149,000 Toho Gas Co. Ltd. 436,422
179,000 Tokyo Broadcasting System, Inc. 2,867,322
859 @ UMC Japan 1,172,056
30,200 Uni-Charm Corp. 1,409,251
186,000 @ Victor Co. of Japan Ltd. 1,674,989
204,000 Yokogawa Electric Corp. 2,384,500
---------------
74,866,959
---------------
LUXEMBOURG: 0.8%
683,600 @ Gemplus Intl. SA 1,446,327
35,125 Tenaris SA 92,218
48,349 Tenaris SA ADR 1,315,093
---------------
2,853,638
---------------
NERHERLANDS: 1.6%
148,000 @ Asml Holding NV ADR 2,597,400
18,100 Fugro NV ADR 910,034
141,566 Vedior NV ADR 2,040,674
---------------
5,548,108
---------------
NORWAY: 0.9%
150,600 @ Golar LNG Ltd. 1,756,846
250,000 Smedvig ASA 1,431,692
---------------
3,188,538
---------------
PHILIPPINES: 0.2%
50,000 Globe Telecom, Inc. 714,092
---------------
714,092
---------------
RUSSIA: 0.5%
26,000 @ Vimpel-Communications ADR 1,692,600
---------------
1,692,600
---------------
SINGAPORE: 1.3%
2,000,000 @ Neptune Orient Lines Ltd. 2,550,332
2,000,000 Singapore Exchange Ltd. 1,907,005
---------------
4,457,337
---------------
SOUTH KOREA: 3.5%
200,000 Daegu Bank $ 910,858
260,000 @ Hanwha Chem Corp. 1,805,830
99,000 Korean Air Co. Ltd. 1,321,673
56,780 Samsung
Electro-Mechanics Co. Ltd. 1,923,851
18,600 Samsung SDI Co. Ltd. 1,917,364
108,520 SK Corp. 2,099,796
69,400 You Eal Electronics Co. Ltd. 2,075,843
---------------
12,055,215
---------------
SPAIN: 0.4%
100,400 Red Electrica de Espana 1,353,894
---------------
1,353,894
---------------
SWEDEN: 2.5%
73,000 Autoliv, Inc. ADR 2,404,995
187,106 @ Elekta AB 3,717,727
11,694 @ Elekta Blocked
Acceptance Shares 210,244
59,900 SKF AB 2,119,307
---------------
8,452,273
---------------
SWITZERLAND: 4.7%
42,800 @ Actelion Ltd. 4,070,543
6,000 Julius Baer Holding AG 1,945,557
45,430 @ Saurer AG 1,939,199
40,000 @ SEZ Holding AG 1,318,007
3,100 SGS Societe Generale
Surveillance Holdings SA 1,750,403
14,500 @ Swiss Life Holding 2,459,468
245,000 Xstrata PLC 2,515,304
---------------
15,998,481
---------------
TAIWAN: 1.1%
1,107,600 Benq Corp. 1,418,119
450,000 @ Siliconware Precision
Industries Co. ADR 2,223,000
---------------
3,641,119
---------------
UNITED KINGDOM: 16.0%
1,066,100 @ ARM Holdings PLC 2,057,872
141,100 Barratt Developments PLC 1,173,254
585,257 BBA Group PLC 2,579,712
172,000 Burberry Group PLC 1,149,989
196,900 Capital Radio PLC 1,570,408
592,100 Cattles PLC 3,205,197
208,300 Close Brothers Group Plc 2,553,855
190,000 Daily Mail & General Trust 1,855,530
401,900 @ easyJet PLC 1,913,022
194,500 Exel PLC 2,503,481
341,200 GKN PLC 1,598,038
715,400 Hilton Group PLC 2,355,156
501,000 Kidde PLC 856,548
183,400 Man Group PLC 4,509,587
353,964 Manchester United PLC 1,417,556
461,800 MFI Furniture PLC 1,271,475
217,084 Misys PLC 1,105,142
865,300 Peninsular And Oriental
Steam Navigation Co. 4,060,045
200,000 Punch Taverns PLC 1,151,381
226,647 Rexam PLC 1,653,817
168,700 Schroders PLC 2,145,635
388,000 SIG PLC 2,182,651
</Table>
See Accompanying Notes to Financial Statements
79
<Page>
ING
International
SmallCap Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
UNITED KINGDOM (CONTINUED)
2,463,800 @ Skyepharma PLC $ 2,707,162
1,242,200 SMG PLC 2,129,030
133,500 Smiths Group PLC 1,589,198
491,400 Taylor Woodrow PLC 1,867,894
47,000,000 @ Telewest Communications PLC 1,674,890
---------------
54,837,525
---------------
UNITED STATES: 0.8%
154,700 @ Ultra Petroleum Corp. 2,831,010
---------------
2,831,010
---------------
Total Common Stock
(Cost $236,204,550) 317,385,649
---------------
PREFERRED STOCK: 0.9%
GERMANY: 0.9%
190,000 ProSieben SAT.1 Media AG 2,926,594
---------------
2,926,594
---------------
Total Preferred Stock
(Cost $1,744,020) 2,926,594
---------------
RIGHTS: 0.0%
SWEDEN: 0.0%
2 @ Elekta AB --
---------------
--
---------------
Total Rights
(Cost $0) --
---------------
WARRANTS: 1.9%
INDIA: 1.0%
75,900 @,E Ranbaxy Laboratories,
Expires 09/30/04 1,646,537
250,000 @,E Satyam Computer Services,
Expires 01/08/04 1,688,500
---------------
3,335,037
---------------
TAIWAN: 0.9%
1,492,410 @ Compal Electronic,
Expires 06/26/06 2,262,494
2,000,000 @ Yageo Corp., Expires 09/15/06 953,600
---------------
3,216,094
---------------
Total Warrants
(Cost $4,966,657) 6,551,131
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$242,915,227)* 95.7% $ 326,863,374
OTHER ASSETS AND
LIABILITIES-NET 4.3 14,651,417
----- ---------------
NET ASSETS 100.0% $ 341,514,791
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
E Equity Linked Product
* Cost for federal income tax purposes is $244,891,718. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 84,617,296
Gross Unrealized Depreciation (2,645,640)
---------------
Net Unrealized Appreciation $ 81,971,656
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------------
Advertising 1.1%
Airlines 2.4
Apparel 0.3
Auto Parts and Equipment 2.7
Banks 8.5
Beverages 1.2
Building Materials 2.3
Chemicals 4.4
Commercial Services 2.7
Computers 2.0
Cosmetics/Personal Care 0.4
Distribution/Wholesale 1.3
Diversified Financial Services 6.3
Electric 0.4
Electrical Components and Equipment 2.0
Electronics 4.6
Energy-Alternate Sources 0.4
Engineering and Construction 0.4
Entertainment 1.1
Food 1.5
Forest Products and Paper 0.5
Gas 0.1
Hand/Machine Tools 2.6
Healthcare-Products 2.6
Holding Companies-Diversified 0.9
Home Builders 0.9
Home Furnishings 0.9
Insurance 2.0
Internet 0.3
Iron/Steel 2.4
Leisure Time 0.6
Machinery-Diversified 0.6
Media 3.7
Metal Fabricate/Hardware 1.1
Mining 2.3
Miscellaneous Manufacturing 1.2
Oil and Gas 3.3
Oil and Gas Services 1.7
Packaging and Containers 0.5
Pharmaceuticals 4.4
Real Estate 0.9
Retail 2.7
Semiconductors 3.6
Software 1.8
Telecommunications 2.0
Toys/Games/Hobbies 0.5
Transportation 5.6
Other Assets and Liabilities, Net 4.3
--------
NET ASSETS 100.0%
========
</Table>
See Accompanying Notes to Financial Statements
80
<Page>
ING
International
Value
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 98.1%
BELGIUM: 1.0%
1,317,000 Interbrew $ 30,834,592
---------------
30,834,592
---------------
BERMUDA: 0.9%
1,426,170 Tyco Intl. Ltd. 29,778,430
---------------
29,778,430
---------------
BRAZIL: 6.5%
10,027,700 Centrais Eletricas
Brasileiras SA ADR 62,662,095
3,094,300 Petroleo Brasileiro
SA - Petrobras ADR 67,331,968
2,532,786 Tele Norte Leste
Participacoes SA ADR 35,889,578
1,208,600 Telecomunicacoes
Brasileiras SA ADR 41,624,184
---------------
207,507,825
---------------
FRANCE: 4.5%
6,561,800 @ Alcatel SA 86,578,849
1,463,100 Michelin (C.G.D.E.) 57,403,814
---------------
143,982,663
---------------
GERMANY: 7.3%
805,500 BASF AG 36,950,097
1,644,800 @ Bayerische Hypo-und
Vereinsbank AG 36,233,916
5,377,300 @ Deutsche Telekom AG 84,702,557
1,391,188 E.ON AG 70,318,293
411,200 @ Hypo Real Estate Holding 7,170,300
---------------
235,375,163
---------------
HONG KONG: 1.9%
3,160,236 Jardine Matheson
Holdings Ltd. 23,227,735
6,146,000 Swire Pacific Ltd. 37,513,733
---------------
60,741,468
---------------
ITALY: 2.9%
19,093,700 Banca Intesa S.p.A. 64,369,636
10,329,085 @ Telecom Italia S.p.A. 26,956,975
---------------
91,326,611
---------------
JAPAN: 23.6%
1,254,000 Daiichi Pharmaceutical Co. Ltd. 19,163,324
17,003,700 Hitachi Ltd. 99,917,135
6,438 Japan Tobacco, Inc. 42,984,418
9,584,000 Komatsu Ltd. 51,871,379
6,456,000 Matsushita Electric
Industrial Co. Ltd. 85,093,410
1,762 Millea Holdings, Inc. 20,996,225
10,636,000 Mitsubishi Heavy
Industries Ltd. 29,217,920
10,207 Mitsubishi Tokyo
Financial Group, Inc. 73,348,160
12,161,000 Nippon Oil Corp. 60,066,612
13,125 Nippon Telegraph &
Telephone Corp. 58,619,866
1,049,000 Ono Pharmaceutical Co. Ltd. 36,450,448
3,822,000 Sankyo Co. Ltd. 61,188,157
11,494 Sumitomo Mitsui
Financial Group, Inc. 57,817,638
937,600 TDK Corp. $ 61,406,467
---------------
758,141,159
---------------
MEXICO: 2.7%
1,275,060 America Movil SA de CV ADR 30,346,428
342,182 Cemex SA de CV ADR 8,212,368
1,471,160 Telefonos de Mexico
SA de CV ADR 47,297,794
---------------
85,856,590
---------------
NETHERLANDS: 3.6%
945,000 Akzo Nobel NV 29,880,900
1,344,451 European Aeronautic
Defense And Space Co. 27,351,175
3,505,000 @ Koninklijke Ahold NV 29,662,815
466,200 Unilever NV 27,081,616
---------------
113,976,506
---------------
NEW ZEALAND: 1.8%
19,086,427 Telecom Corp. of
New Zealand Ltd. 56,761,851
---------------
56,761,851
---------------
PORTUGAL: 1.8%
6,709,676 Portugal Telecom SGPS SA 56,393,988
---------------
56,393,988
---------------
RUSSIA: 1.2%
477,800 LUKOIL ADR 38,845,140
---------------
38,845,140
---------------
SINGAPORE: 3.8%
3,652,191 DBS Group Holdings Ltd. 29,998,754
6,060,800 # DBS Group Holdings Ltd. ADR 49,782,866
6,239,000 Overseas-Chinese
Banking Corp. 43,362,475
---------------
123,144,095
---------------
SOUTH KOREA: 4.4%
4,337,800 Korea Electric Power Corp.
ADR 47,065,130
2,180,500 KT Corp. ADR 42,977,655
1,709,000 POSCO ADR 49,526,820
---------------
139,569,605
---------------
SPAIN: 6.5%
23,023 @ Antena 3 Television SA 752,075
6,566,533 Banco Bilbao Vizcaya
Argentaria SA 75,343,579
2,742,970 Repsol YPF SA 47,830,539
6,806,060 Telefonica SA 84,658,879
---------------
208,585,072
---------------
SWITZERLAND: 4.4%
112,800 Nestle SA 24,834,837
91,700 Swisscom AG 26,678,736
697,374 @ Zurich Financial Services AG 89,303,144
---------------
140,816,717
---------------
UNITED KINGDOM: 18.7%
22,621,100 BAE Systems PLC 70,247,982
4,901,200 British American Tobacco PLC 59,259,276
10,493,930 BT Group PLC 33,033,236
43,633,700 @ Corus Group PLC 17,770,610
</Table>
See Accompanying Notes to Financial Statements
81
<Page>
ING
International
Value
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
UNITED KINGDOM (CONTINUED)
15,012,600 Friends Provident PLC $ 34,965,304
18,801,490 Imperial Chemical
Industries PLC 61,816,303
30,391,298 Invensys PLC 15,471,754
11,088,607 Marks & Spencer Group PLC 54,145,376
15,343,000 Reuters Group PLC 66,848,210
35,348,000 Royal & Sun Alliance
Insurance Group 52,635,775
8,735,650 SABmiller PLC 73,786,267
12,395,700 Safeway PLC 61,001,161
---------------
600,981,254
---------------
VENEZUELA: 0.6%
1,216,822 Cia Anonima Nacional
Telefonos de
Venezuela - CANTV ADR 18,203,657
---------------
18,203,657
---------------
Total Common Stock
(Cost $3,230,842,178) 3,140,822,386
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$3,230,842,178)* 98.1% $ 3,140,822,386
OTHER ASSETS AND
LIABILITIES-NET 1.9 61,842,144
----- ---------------
NET ASSETS 100.0% $ 3,202,664,530
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
PLC Public Limited Company
# Securities with purchases pursuant to Rule 144A, under the Securities Act
of 1933 and may not be resold subject to that rule except to qualified
institutional buyers. These securities have been determined to be liquid
under the guidelines established by the Funds' Board of
Directors/Trustees.
* Cost for federal income tax purposes is $3,232,834,856. Net unrealized
depreciation consists of:
<Table>
Gross Unrealized Appreciation $ 358,576,808
Gross Unrealized Depreciation (450,589,278)
---------------
Net Unrealized Depreciation $ (92,012,470)
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Aerospace/Defense 3.0%
Agriculture 3.2
Auto Parts and Equipment 1.8
Banks 13.6
Beverages 3.3
Building Materials 0.3
Chemicals 4.0
Computers 1.9
Electric 5.6
Electrical Components and Equipment 3.1
Food 4.5
Holding Companies-Diversified 1.9
Home Furnishings 2.7
Insurance 6.2
Iron/Steel 2.1
Machinery-Construction and Mining 1.6
Media 2.1
Miscellaneous Manufacturing 2.3
Oil and Gas 6.7
Pharmaceuticals 3.6
Retail 1.7
Telecommunications 22.9
Other Assets and Liabilities, Net 1.9
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
82
<Page>
ING
Precious
Metals
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 97.5%
AUSTRALIA: 3.9%
300,000 Newcrest Mining Ltd. $ 2,571,409
2,000,000 @,I Oxiana Resources NL 1,376,527
---------------
3,947,936
---------------
CANADA: 42.0%
303,500 Agnico-Eagle Mines Ltd. 3,299,045
300,000 @ Alamos Gold Inc. 650,962
350,000 @,I Apollo Gold Corp. 586,852
200,000 Barrick Gold Corp. 3,894,000
300,000 @ Eldorado Gold Corp. 1,008,307
300,000 @ Gabriel Resources Ltd. 914,988
900,000 @ Gammon Lake Resources Inc. 4,124,275
264,400 @ Glamis Gold Ltd. 3,697,721
177,800 Goldcorp, Inc. 2,795,050
463,600 Iamgold Corp. 3,482,144
584,998 @ Kinross Gold Corp. 4,805,263
600,000 @ Miramar Mining Corp. 1,249,924
200,000 @ Pan American Silver Corp. 2,106,000
463,500 Placer Dome, Inc. 7,151,806
1,913,000 @. Queenstake Resources Ltd. 957,915
100,000 @ SouthernEra Resources Ltd. 437,009
680,000 @ Wheaton River Minerals Ltd. 1,578,696
---------------
42,739,957
---------------
PERU: 9.4%
200,000 @ Cia de Minas Buenaventura SA 9,524,000
---------------
9,524,000
---------------
SOUTH AFRICA: 19.6%
95,000 Anglogold Ltd. 3,670,800
2,564,149 @ Avgold Ltd. 3,387,875
443,900 Gold Fields Ltd. ADR 5,728,001
70,000 Harmony Gold Mining Co. Ltd. 1,076,142
400,000 Harmony Gold Mining Co. Ltd.
ADR 6,048,000
---------------
19,910,818
---------------
UNITED KINGDOM: 9.7%
315,000 Lonmin Public Ltd. Co. 5,471,009
200,000 @ Randgold Resources Ltd. 4,406,000
---------------
9,877,009
---------------
UNITED STATES: 12.9%
100,000 Freeport-McMoRan
Copper & Gold, Inc. 3,875,000
450,000 @ Hecla Mining Co. 2,655,000
150,000 Newmont Mining Corp. 6,567,000
---------------
13,097,000
---------------
Total Common Stock
(Cost $65,978,224) 99,096,720
---------------
WARRANTS: 0.3%
CANADA: 0.3%
17,500 @ Agnico-Eagle Mines Ltd.,
Expires 11/14/2007 42,000
90,000 @ Kinross Gold Corp.,
Expires 12/05/2007 $ 81,939
15,000 @ Wheaton River Minerals Ltd.,
Expires 08/25/2008 13,088
162,500 @,I Wheaton River Minerals Ltd.,
Expires 05/30/2007 202,192
---------------
Total Warrants
(Cost $124,335) 339,219
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$66,102,559)* 97.8% $ 99,435,939
OTHER ASSETS AND
LIABILITIES-NET 2.2 2,260,303
----- ---------------
NET ASSETS 100.0% $ 101,696,242
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
I Illiquid Security
* Cost for federal income tax purposes is $66,144,709. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 33,407,202
Gross Unrealized Depreciation (118,145)
---------------
Net Unrealized Appreciation $ 33,289,057
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Diamonds/Precious Stones 0.4%
Gold Mining 5.3
Metal-Diversified 1.8
Mining 85.0
Precious Metals 5.0
Telecommunications 0.4
Wine And Distilled Beverages 0.9
Other Assets and Liabilities, Net 1.2
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
83
<Page>
ING
Russia
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 92.6%
AIRLINES: 0.8%
2,446,350 I Aeroflot $ 1,225,621
---------------
1,225,621
---------------
AUTOMOBILE: 0.0%
36,550 @, I, X Severstal-Avto 36,550
---------------
36,550
---------------
BANKS: 3.9%
25,000 Sberbank RF 6,250,000
---------------
6,250,000
---------------
BEVERAGES: 0.9%
311,000 @, I Sun Interbrew Ltd. GDR 1,492,800
---------------
1,492,800
---------------
ELECTRIC: 9.5%
3,200,000 I Konakovskaya Gres 1,248,000
5,000,000 Lenenergo 1,800,000
40,000,000 Mosenergo 2,660,000
38,000,000 Unified Energy System 9,633,000
---------------
15,341,000
---------------
FOOD: 1.1%
90,000 @ Wimm-Bill-Dann Foods OJSC ADR 1,702,800
---------------
1,702,800
---------------
GAS: 3.7%
250,000 OAO Gazprom ADR 6,000,000
---------------
6,000,000
---------------
INVESTMENT COMPANIES: 1.8%
270,000 @ Vostok Nafta
Investment Ltd. ADR 2,941,987
---------------
2,941,987
---------------
IRON/STEEL: 3.6%
56,000 Cherepovets MK Severstal 5,880,000
---------------
5,880,000
---------------
MINING: 8.5%
267,000 MMC Norilsk Nickel ADR 13,803,900
---------------
13,803,900
---------------
OIL AND GAS: 40.4%
243,000 LUKOIL ADR 19,755,900
3,000,000 Sibneft 6,165,000
335,000 Surgutneftegaz ADR 8,321,400
188,000 Tatneft ADR 3,929,200
1,350,000 Tyumen Oil Co. 2,565,000
2,150,000 Yukos 24,510,000
---------------
65,246,500
---------------
TELECOMMUNICATIONS: 18.4%
4,864,502 Central Telecommunications Co. 1,437,460
50,000 @ Golden Telecom, Inc. 1,293,500
90,000 Mobile Telesystems ADR 6,974,100
200,000 I Moscow City Telephone 2,037,680
1,098,882 Rostelecom 1,972,493
33,510,200 Sibirtelecom 988,552
15,409,869 Southern Telecommunication Co. 1,386,888
104,962,293 Uralsvyazinform ADR 3,180,357
110,000 @ Vimpel-Communications ADR 7,161,001
1,500,000 VolgaTelecom $ 3,330,000
---------------
29,762,031
---------------
Total Common Stock
(Cost $106,780,271) 149,683,189
---------------
PREFERRED STOCK: 4.6%
ELECTRIC: 1.2%
9,000,000 Unified Energy System 1,980,000
---------------
1,980,000
---------------
PIPELINES: 1.2%
4,000 Transneft 1,964,000
---------------
1,964,000
---------------
TELECOMMUNICATIONS: 2.2%
189,500 Moscow City Telephone 1,231,750
71,082,514 Uralsvyazinform 1,364,784
658,030 Volgatelecom 914,662
---------------
3,511,196
---------------
Total Preferred Stock
(Cost $5,292,792) 7,455,196
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$112,073,063)* 97.2% $ 157,138,385
OTHER ASSETS AND
LIABILITIES-NET 2.8 4,462,263
----- ---------------
NET ASSETS 100.0% $ 161,600,648
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
I Illiquid Security
X Fair Value determined by ING Funds Pricing Committee appointed by the
Fund's Board of Trustees.
* Cost for federal income tax purposes is $113,006,695. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 47,996,513
Gross Unrealized Depreciation (3,864,823)
---------------
Net Unrealized Appreciation $ 44,131,690
===============
</Table>
See Accompanying Notes to Financial Statements
84
<Page>
ING
Global
Equity Dividend
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 91.8%
AUSTRALIA: 7.1%
3,300 Australia & New Zealand
Banking Group Ltd. $ 41,679
13,800 Foster's Group Ltd. 44,748
2,800 TABCorp. Holdings Ltd. 23,026
12,600 Telstra Corp Ltd. 42,377
1,100 Wesfarmers Ltd. 22,634
17,000 Westfield Trust 40,168
3,600 Westpac Banking Corp. 41,253
5,400 Woodside Petroleum Ltd. 50,692
---------------
306,577
---------------
BELGIUM: 0.9%
2,100 Fortis 37,449
---------------
37,449
---------------
BRAZIL: 0.6%
1,100 Uniao de Bancos Brasileiros SA 24,321
---------------
24,321
---------------
CANADA: 2.3%
2,500 BCE, Inc. 56,618
2,100 TransCanada Corp. 42,859
---------------
99,477
---------------
CHINA: 1.4%
170,000 Petrochina Co. Ltd. 61,842
---------------
61,842
---------------
DENMARK: 1.0%
1,300 TDC A/S 41,778
---------------
41,778
---------------
FRANCE: 3.5%
1,000 Cie de Saint-Gobain 42,187
500 Lafarge SA 35,805
800 Peugeot SA 34,317
500 Societe Generale 37,142
---------------
149,451
---------------
GERMANY: 0.8%
700 E.ON AG 35,235
---------------
35,235
---------------
HONG KONG: 2.5%
9,000 Citic Pacific Ltd. 20,977
9,000 CLP Holdings Ltd. 40,679
3,600 Hang Seng Bank Ltd. 44,967
---------------
106,623
---------------
ITALY: 3.3%
3,900 ENI-Ente Nazionale
Idrocarburi S.p.A. 61,931
10,000 Snam Rete Gas S.p.A. 37,665
24,300 @ Telecom Italia S.p.A. 42,147
---------------
141,743
---------------
MEXICO: 1.0%
1,300 Telefonos de Mexico
SA de CV ADR 41,795
---------------
41,795
---------------
NETHERLANDS: 2.2%
755 Rodamco Europe NV $ 38,530
1,300 Royal Dutch Petroleum Co. 57,684
---------------
96,214
---------------
NEW ZEALAND: 0.9%
13,300 Telecom Corp. of
New Zealand Ltd. 39,553
---------------
39,553
---------------
NORWAY: 1.1%
7,800 DnB Holding ASA 45,551
---------------
45,551
---------------
SOUTH AFRICA: 2.7%
600 Anglogold Ltd. 23,199
600 Impala Platinum Holdings Ltd. 55,127
1,600 Nedcor Ltd. 14,619
1,660 Sasol Ltd. 21,668
---------------
114,613
---------------
SPAIN: 2.2%
2,800 Acesa Infraestructuras SA 37,758
3,700 Endesa SA 58,712
---------------
96,470
---------------
SWEDEN: 4.1%
2,900 Foreningssparbanken AB 48,328
5,000 Investor AB 44,867
1,300 Sandvik AB 38,662
3,600 Skandinaviska Enskilda Banken AB 43,380
---------------
175,237
---------------
THAILAND: 0.5%
35,600 Shin Corp PCL 20,702
---------------
20,702
---------------
UNITED KINGDOM: 16.0%
2,700 Alliance & Leicester PLC 40,640
3,100 Standard Chartered PLC 49,581
2,800 BOC Group PLC 38,178
3,800 Diageo PLC 44,688
18,900 Dixons Group PLC 43,538
4,300 Gallaher Group PLC 43,052
10,300 GKN PLC 48,241
23,200 Hays PLC 48,030
12,200 Hilton Group PLC 40,319
6,000 Kelda Group PLC 45,232
8,600 Kingfisher PLC 41,228
35,300 Legal & General Group PLC 62,299
4,600 Persimmon PLC 36,259
8,600 Rank Group PLC 40,863
1,735 Smiths Group PLC 20,654
9,700 Tomkins PLC 46,254
---------------
689,056
---------------
UNITED STATES: 37.7%
2,100 Albertson's, Inc. 42,609
1,000 Altria Group, Inc. 46,500
900 Ameren Corp. 40,185
1,300 American Capital Strategies Ltd. 35,100
1,900 Annaly Mortgage Management, Inc. 31,046
526 Bank of America Corp. 39,834
2,200 Bristol-Myers Squibb Co. 55,814
</Table>
See Accompanying Notes to Financial Statements
85
<Page>
ING
Global
Equity Dividend
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
UNITED STATES (CONTINUED)
1,100 Cinergy Corp. $ 39,941
1,800 Conagra Foods, Inc. 42,912
900 Dominion Resources, Inc. 55,440
1,100 Dow Chemical Co. 41,459
1,100 DTE Energy Co. 40,568
1,300 Duke Realty Corp. 38,064
1,400 Equity Office Properties Trust 39,214
2,100 Equity Residential 61,425
1,100 Firstenergy Corp. 37,829
1,500 Fleetboston Financial Corp. 60,586
800 Gatx Corp. 17,992
1,000 Goodrich Corp. 27,620
1,000 Health Care Property Investors, Inc. 46,630
1,100 Istar Financial, Inc. 41,866
1,300 JP Morgan Chase & Co. 46,670
900 Kerr-McGee Corp. 37,350
900 Kimco Realty Corp. 37,494
900 Kinder Morgan Energy Partners LP 38,556
1,000 Lincoln National Corp. 39,930
1,600 May Department Stores Co. 44,736
1,100 National City Corp. 35,926
1,000 Regions Financial Corp. 36,750
600 RJ Reynolds Tobacco Holdings, Inc. 28,818
1,400 Simon Property Group, Inc. 63,112
1,300 Southern Co. 38,740
1,100 St. Paul Cos. 41,943
1,200 Union Planters Corp. 39,924
1,100 Ust, Inc. 37,422
1,600 Verizon Communications, Inc. 53,760
800 Vornado Realty Trust 40,440
700 Wells Fargo & Co. 39,424
2,700 Xcel Energy, Inc. 44,280
---------------
1,627,909
---------------
Total Common Stock
(Cost $3,774,485) 3,951,596
---------------
RIGHTS: 0.0%
AUSTRALIA: 0.0%
600 @ Australia & New Zealand
Banking Group Ltd. 1,835
---------------
1,835
---------------
Total Rights
(Cost $0) 1,835
---------------
WARRANTS: 3.1%
INDIA: 1.0%
5,700 @ Hindustan Petroleum Corp.,
Expires 07/15/2004 41,268
---------------
41,268
---------------
NETHERLANDS: 0.4%
18,000 @ Link Corp., Expires 01/17/2006 18,900
---------------
18,900
---------------
TAIWAN: 1.7%
35,000 @ Acer Inc., Expires 07/15/2004 51,100
26,000 @ China Steel Corp.,
Expires 08/20/2004 20,982
---------------
72,082
---------------
Total Warrants
(Cost $132,411) 132,250
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$3,906,896)* 94.9% $ 4,085,681
OTHER ASSETS AND
LIABILITIES-NET 5.1 218,577
----- ---------------
NET ASSETS 100.0% $ 4,304,258
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
PLC Public Limited Company
* Cost for federal income tax purposes is $3,906,404. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 209,177
Gross Unrealized Depreciation (29,900)
---------------
Net Unrealized Appreciation $ 179,277
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Aerospace/Defense 0.6%
Agriculture 3.6
Auto Manufacturers 0.8
Auto Parts & Equipment 1.1
Banks 16.1
Beverages 2.0
Building Materials 1.8
Chemicals 1.9
Closed-end Funds 0.9
Commercial Services 3.0
Computers 1.2
Diversified Financial Services 1.1
Electric 10.0
Entertainment 1.4
Food 2.0
Gas 0.9
Hand/Machine Tools 0.9
Holding Companies-Diversified 2.8
Home Builders 0.8
Insurance 3.3
Investment Companies 1.8
Iron/Steel 0.5
Mining 1.8
Miscellaneous Manufacturing 1.0
Oil and Gas 7.8
Pharmaceuticals 1.3
Pipelines 1.9
Real Estate 0.9
REITs 9.3
Retail 3.0
Telecommunications 7.9
Trucking & Leasing 0.4
Water 1.1
Other Assets and Liabilities, Net 5.1
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
86
<Page>
ING
Global
Real Estate
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 93.4%
AUSTRALIA: 9.7%
314,000 Centro Properties Group $ 844,407
439,000 General Property Trust 869,064
775,000 Macquarie Goodman
Industrial Trust 846,848
122,700 Stockland 422,250
35,000 Westfield Holdings Ltd. 352,895
422,600 Westfield Trust 998,520
---------------
4,333,984
---------------
CANADA: 4.1%
16,000 Brookfield Properties Co. 408,640
10,000 Dundee Real Estate
Investment Trust 166,913
55,000 Morguard Real Estate
Investment Trust 371,382
80,100 Riocan Real Estate
Investment Trust 883,011
---------------
1,829,946
---------------
FRANCE: 3.0%
6,814 Gecina SA 853,913
6,200 Unibail 489,029
---------------
1,342,942
---------------
GERMANY: 1.0%
40,000 IVG Immobilien AG 434,310
---------------
434,310
---------------
HONG KONG: 8.2%
171,000 Cheung Kong Holdings Ltd. 1,425,789
400,000 Hang Lung Group Ltd. 512,510
450,000 Hongkong Land Holdings Ltd. 697,500
125,000 Sun Hung Kai Properties Ltd. 1,050,292
---------------
3,686,091
---------------
JAPAN: 6.7%
75 Japan Retail Fund
Investment Corp. 438,668
137,000 Mitsubishi Estate Co. Ltd. 1,313,486
95,000 Mitsui Fudosan Co. Ltd. 884,022
40,000 Sumitomo Realty &
Development Co. Ltd. 371,128
---------------
3,007,304
---------------
NETHERLANDS: 5.5%
14,000 Eurocommercial Properties NV 351,540
56,428 Rodamco Asia NV 1,141,397
18,600 Rodamco Europe NV 949,228
---------------
2,442,165
---------------
SINGAPORE: 1.0%
130,000 City Developments Ltd. 451,765
---------------
451,765
---------------
UNITED KINGDOM: 10.5%
40,000 British Land Co. PLC 351,099
370,000 @ Canary Wharf Group PLC 1,470,789
103,500 Capital & Regional PLC 645,456
38,000 Hammerson PLC 384,003
69,650 Land Securities Group PLC 1,064,915
25,556 Pillar Property PLC $ 201,224
91,000 Slough Estates PLC 592,210
---------------
4,709,696
---------------
UNITED STATES: 43.7%
19,500 Apartment Investment &
Management Co. 797,550
24,900 Arden Realty, Inc. 696,453
10,800 Avalonbay Communities, Inc. 493,236
20,000 Boston Properties, Inc. 885,000
30,000 Catellus Development Corp. 668,100
103,000 @ Cedar Shopping Centers, Inc. 1,186,560
12,100 Colonial Properties Trust 447,700
40,000 Corporate Office Properties
Trust Sbi MD 773,600
14,000 First Industrial Realty Trust, Inc. 452,200
22,500 Gables Residential Trust 724,050
189,200 Hersha Hospitality Trust 1,646,040
178,900 @ Host Marriott Corp. 1,869,505
20,600 Keystone Property Trust 549,402
11,200 Liberty Property Trust 407,456
17,000 Macerich Co. 683,400
41,900 Maguire Properties, Inc. 913,420
16,500 Mills Corp. 673,200
18,500 Newcastle Investment Corp. 432,900
82,400 Omega Healthcare Investors, Inc. 618,000
24,900 Pennsylvania Real Estate
Investment Trust 831,660
30,000 Post Properties, Inc. 792,000
27,700 Regency Centers Corp. 1,027,116
21,300 Shurgard Storage Centers, Inc. 771,060
61,000 Trizec Properties, Inc. 814,350
32,800 Urstadt Biddle Properties, Inc. 444,440
---------------
19,598,398
---------------
Total Common Stock
(Cost $36,055,177) 41,836,601
---------------
PREFERRED STOCK: 3.3%
UNITED STATES: 3.3%
29,000 CBL & Associates Properties, Inc. 765,600
7,200 Crown American Realty Trust 423,072
12,000 @ La Quinta Corp. 301,440
---------------
1,490,112
---------------
Total Preferred Stock
(Cost $1,419,633) 1,490,112
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$37,474,810)* 96.7% $ 43,326,713
OTHER ASSETS AND
LIABILITIES-NET 3.3 1,460,105
----- ---------------
NET ASSETS 100.0% $ 44,786,818
===== ===============
</Table>
@ Non-income producing security
PLC Public Limited Company
* Cost for federal income tax purposes is $38,221,865. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 5,266,521
Gross Unrealized Depreciation (161,673)
---------------
Net Unrealized Appreciation $ 5,104,848
===============
</Table>
See Accompanying Notes to Financial Statements
87
<Page>
ING
Global
Real Estate
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Closed-End Funds 5.5%
Property Trust 8.9
Real Estate Management/Services 10.6
Real Estate Operation/Development 22.5
REITS-Apartments 6.2
REITS-Diversified 4.9
REITS-Health Care 1.4
REITS-Hotels 8.5
REITS-Office Property 9.1
REITS-Regional Malls 5.7
REITS-Shopping Centers 10.7
REITS-Warehouse/Industrial 2.7
Other Assets and Liabilities, Net 3.3
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
88
<Page>
ING
Worldwide
Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 95.0%
AUSTRALIA: 0.8%
160,700 QBE Insurance Group Ltd. $ 1,174,454
---------------
1,174,454
---------------
BERMUDA: 2.3%
158,100 Tyco Intl. Ltd. 3,301,128
---------------
3,301,128
---------------
BRAZIL: 0.6%
36,600 Uniao de Bancos
Brasileiros SA 809,226
---------------
809,226
---------------
CANADA: 0.5%
20,532 Encana Corp. 705,196
---------------
705,196
---------------
CHILE: 0.2%
15,100 Banco Santander
Chile SA ADR 358,776
---------------
358,776
---------------
DENMARK: 1.3%
42,200 Danske Bank A/S 851,319
30,400 TDC A/S 976,957
---------------
1,828,276
---------------
FINLAND: 0.4%
29,000 UPM-Kymmene OYJ 542,771
---------------
542,771
---------------
FRANCE: 3.9%
14,200 Aventis SA 751,917
26,500 AXA 502,142
15,987 Lafarge SA 1,144,829
10,500 Schneider Electric SA 614,585
13,300 Societe Generale 987,974
10,220 Total SA 1,588,456
---------------
5,589,903
---------------
GERMANY: 2.7%
19,154 Deutsche Bank AG 1,263,403
14,650 Deutsche Boerse AG 814,404
61,400 @ Infineon Technologies AG 905,067
13,500 Siemens AG 910,238
---------------
3,893,112
---------------
GREECE: 0.3%
38,000 Greek Organization of
Football Prognostics SA 459,420
---------------
459,420
---------------
HONG KONG: 1.0%
408,000 China Merchants Holdings
Intl. Co. Ltd. 554,284
1,014,000 Giordano Intl. Ltd. 457,010
912,000 Global Bio-Chem Technology
Group Co. Ltd. 463,886
---------------
1,475,180
---------------
HUNGARY: 0.3%
30,300 @ OTP Bank Rt. 371,204
---------------
371,204
---------------
INDONESIA: 0.3%
842,000 HM Sampoerna Tbk PT $ 431,083
---------------
431,083
---------------
IRELAND: 1.5%
84,000 Irish Life & Permanent PLC 1,176,683
112,490 @ Ryanair Holdings PLC 954,618
---------------
2,131,301
---------------
ISRAEL: 0.5%
11,500 Teva Pharmaceutical
Industries ADR 654,235
---------------
654,235
---------------
ITALY: 1.0%
131,500 Banca Fideuram S.p.A. 825,491
74,900 Bulgari S.p.A. 677,414
---------------
1,502,905
---------------
JAPAN: 11.7%
58,000 Amano Corp. 398,326
106,000 Asahi Diamond
Industrial Co. Ltd. 510,065
29,500 Familymart Co. Ltd. 641,334
14,100 Fanuc Ltd. 847,783
6,700 Hirose Electric Co. Ltd. 823,368
90,000 JGC Corp. 773,639
43,000 Kao Corp. 883,977
5,400 Mabuchi Motor Co. Ltd. 411,625
53,200 Marui Co. Ltd. 675,556
125,000 Nikko Cordial Corp. 674,262
160 Nippon Telegraph & Telephone
Corp. 714,604
40,000 Nippon Yusen Kabushiki Kaisha 170,282
54,000 Nomura Holdings, Inc. 927,384
445 NTT Docomo, Inc. 963,387
14,600 Oriental Land Co. Ltd. 802,147
33,900 Otsuka Kagu Ltd. 986,764
64,000 Sekisui House Ltd. 628,153
39,400 Shimano, Inc. 752,627
45,000 Shiseido Co. Ltd. 472,370
20,200 Tokyo Electron Ltd. 1,447,910
24,000 Tostem Inax Holding Corp. 427,671
40,000 Toyota Motor Corp. 1,138,855
64,000 Yamato Transport Co. Ltd. 850,539
---------------
16,922,628
---------------
MALAYSIA: 0.7%
191,000 Malayan Banking BHD 512,684
681,250 Public Bank BHD 537,829
---------------
1,050,513
---------------
MEXICO: 0.8%
33,900 Telefonos de Mexico
SA de CV ADR 1,089,885
---------------
1,089,885
---------------
NETHERLANDS: 1.3%
14,023 Koninklijke Philips
Electronics NV 378,037
32,400 Royal Dutch Petroleum Co. 1,437,762
---------------
1,815,799
---------------
</Table>
See Accompanying Notes to Financial Statements
89
<Page>
ING
Worldwide
Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
NEW ZEALAND: 0.5%
160,000 Carter Holt Harvey Ltd. $ 179,911
68,400 Fisher & Paykel
Healthcare Corp 508,543
---------------
688,454
---------------
NORWAY: 0.4%
105,700 Tomra Systems ASA 608,309
---------------
608,309
---------------
RUSSIA: 0.6%
19,222 YUKOS ADR 888,056
---------------
888,056
---------------
SINGAPORE: 0.5%
90,000 United Overseas Bank Ltd. 703,064
---------------
703,064
---------------
SOUTH AFRICA: 0.7%
73,200 Gold Fields Ltd. ADR 1,048,224
---------------
1,048,224
---------------
SOUTH KOREA: 0.5%
48,200 LG Investment &
Securities Co. Ltd. 425,594
63,400 Woori Finance
Holdings Co. Ltd. 347,133
---------------
772,727
---------------
SPAIN: 0.7%
276 @ Antena 3 Television SA 9,016
81,700 Telefonica SA 1,016,246
---------------
1,025,262
---------------
SWEDEN: 1.0%
59,000 Foreningssparbanken AB 983,226
53,000 Swedish Match AB 431,427
---------------
1,414,653
---------------
SWITZERLAND: 2.4%
7,000 Adecco SA 412,813
6,020 Nestle SA 1,325,405
8,880 Novartis AG 338,482
4,800 Roche Holding AG 397,199
16,500 UBS AG 1,013,218
---------------
3,487,117
---------------
TAIWAN: 0.4%
57,024 @ Taiwan Semiconductor
Manufacturing Co. Ltd. 630,685
---------------
630,685
---------------
THAILAND: 0.3%
70,500 BEC World PLC 427,648
---------------
427,648
---------------
UNITED KINGDOM: 8.8%
145,400 BAA PLC 1,149,792
147,800 BP PLC 1,025,810
83,900 British American Tobacco PLC 1,014,417
129,400 @ British Sky Broadcasting PLC 1,405,346
66,700 Diageo PLC 784,383
69,600 Glaxosmithkline PLC 1,490,519
50,800 HSBC Holdings PLC $ 765,366
59,800 Imperial Tobacco Group PLC 991,436
110,250 Kingfisher PLC 528,526
649,000 Legal & General Group PLC 1,145,373
47,500 Provident Financial PLC 521,112
23,250 Rio Tinto PLC 563,799
598,122 Vodafone Group PLC 1,256,042
---------------
12,641,921
---------------
UNITED STATES: 46.1%
6,400 Allergan, Inc. 483,968
11,800 @ Amazon.Com, Inc. 642,156
31,600 American Intl. Group 1,922,228
37,100 @ Amgen, Inc. 2,291,296
16,900 Apache Corp. 1,178,268
52,600 @ Applied Materials, Inc. 1,229,262
28,800 Avon Products, Inc. 1,957,248
4,500 @ Barr Laboratories, Inc. 345,465
28,100 @ Biogen, Inc. 1,137,207
11,100 @ Boston Scientific Corp. 751,692
33,200 @ Cablevision Systems Corp. 670,640
13,300 Capital One Financial Corp. 808,640
100,800 @ Cisco Systems, Inc. 2,114,784
23,300 Citigroup, Inc. 1,104,420
13,200 @ Ebay, Inc. 738,408
61,000 @ EMC Corp. 844,240
20,900 Fannie Mae 1,498,321
23,500 @ Fox Entertainment Group, Inc. 650,950
8,600 General Dynamics Corp. 719,820
100,000 General Electric Co. 2,901,000
71,100 @ General Motors Corp. 1,168,172
9,600 @ Gilead Sciences, Inc. 523,968
10,400 Goldman Sachs Group, Inc. 976,560
23,400 Guidant Corp. 1,193,634
99,700 Halliburton Co. 2,380,836
9,300 Harley-Davidson, Inc. 440,913
38,000 Hewlett-Packard Co. 847,780
31,000 Home Depot, Inc. 1,149,170
65,100 Intel Corp. 2,151,556
22,100 International Business
Machines Corp. 1,977,508
31,600 JP Morgan Chase & Co. 1,134,440
17,800 @ Kohl's Corp. 998,046
23,700 Lehman Brothers Holdings, Inc. 1,706,400
46,000 @ Medimmune, Inc. 1,226,360
19,200 Medtronic, Inc. 874,944
29,700 Merck & Co., Inc. 1,314,225
81,700 Microsoft Corp. 2,136,455
65,200 @ Nextel Communications, Inc. 1,577,840
16,300 Nike, Inc. 1,041,570
85,500 @ Oracle Corp. 1,022,580
17,800 Pepsico, Inc. 851,196
109,500 Pfizer, Inc. 3,460,200
6,800 @ Pharmaceutical Resources, Inc. 491,504
11,000 Schlumberger Ltd. 516,670
30,100 SLM Corp. 1,178,716
51,100 @ Staples, Inc. 1,370,502
22,450 Texas Instruments, Inc. 649,254
16,100 Unitedhealth Group, Inc. 819,168
50,800 @ Veritas Software Corp. 1,836,420
24,000 Wal-Mart Stores, Inc. 1,414,800
34,100 Wyeth 1,505,174
34,800 @ Yahoo!, Inc. 1,520,760
</Table>
See Accompanying Notes to Financial Statements
90
<Page>
ING
Worldwide
Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
UNITED STATES (CONTINUED)
17,900 @ Zimmer Holdings, Inc. $ 1,142,199
---------------
66,589,533
---------------
Total Common Stock
(Cost $112,301,140) 137,032,648
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$112,301,140)* 95.0% $ 137,032,648
OTHER ASSETS AND
LIABILITIES-NET 5.0 7,232,953
----- ---------------
NET ASSETS 100.0% $ 144,265,601
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
PLC Public Limited Company
* Cost for federal income tax purposes is $113,053,792. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 25,668,586
Gross Unrealized Depreciation (1,689,730)
---------------
Net Unrealized Appreciation $ 23,978,856
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Aerospace/Defense 0.5%
Agriculture 2.0
Airlines 0.7
Apparel 0.7
Auto Manufacturers 0.8
Banks 6.3
Beverages 1.1
Biotechnology 2.7
Building Materials 1.1
Commercial Services 0.7
Computers 3.8
Cosmetics/Personal Care 2.3
Diversified Financial Services 9.9
Electronics 1.7
Engineering and Construction 1.3
Entertainment 0.9
Environmental Control 0.4
Food 0.9
Forest Products & Paper 0.5
Hand/Machine Tools 0.8
Healthcare-Products 3.1
Healthcare-Services 0.6
Home Builders 0.4
Insurance 3.3
Internet 2.0
Leisure Time 0.8
Media 3.0
Mining 1.1
Miscellaneous Manufacturing 5.2
Oil and Gas 4.7
Oil and Gas Services 2.0
Pharmaceuticals 9.0
Retail 6.2
Semiconductors 4.9
Software 2.2
Telecommunications 6.7
Transportation 0.7
Other Assets and Liabilities, Net 5.0
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
91
<Page>
SHAREHOLDER MEETING INFORMATION (Unaudited)
A SPECIAL MEETING OF SHAREHOLDERS OF THE ING RUSSIA FUND AND ING EMERGING
COUNTRIES FUND HELD DECEMBER 5, 2002, AT THE OFFICES OF ING FUNDS, 7337 EAST
DOUBLETREE RANCH ROAD, SCOTTSDALE, AZ 85258.
A BRIEF DESCRIPTION OF EACH MATTER VOTED UPON AS WELL AS THE RESULTS ARE
OUTLINED BELOW:
1. To approve a Sub-Advisory Agreement between ING Investments, LLC and ING
Investment Management Advisors B.V. with no change in the Adviser or the
overall management fee paid by the Fund.
2. To transact such other business, not currently contemplated, that may
properly come before the Special Meeting in the discretion of the proxies or
their substitutes.
<Table>
<Caption>
SHARES VOTED
AGAINST OR SHARES BROKER TOTAL SHARES
PROPOSAL SHARES VOTED FOR WITHHELD ABSTAINED NON-VOTE VOTED
-------- ---------------- ------------ --------- -------- ------------
ING Russia Fund 1 6,315,267 175,814 49,981 -- 6,541,062
ING Russia Fund 2 6,131,930 247,492 161,640 -- 6,541,062
ING Emerging Countries Fund 1 6,649,778 95,502 93,806 -- 6,839,086
ING Emerging Countries Fund 2 6,435,163 270,753 133,170 -- 6,839,086
</Table>
A SPECIAL MEETING OF SHAREHOLDERS OF THE ING FUNDS HELD JULY 22, 2003, AT THE
OFFICES OF ING FUNDS, 7337 EAST DOUBLETREE RANCH ROAD, SCOTTSDALE, AZ 85258.
A BRIEF DESCRIPTION OF EACH MATTER VOTED UPON AS WELL AS THE RESULTS ARE
OUTLINED BELOW:
1. To approve a Sub-Advisory Agreement between ING Investments, LLC and Aeltus
Investment Management, Inc., with no change in the Adviser, the portfolio
manager(s), or the overall management fee paid by the Fund.
3. To transact such other business, not currently contemplated, that may
properly come before the Special Meeting in the discretion of the proxies or
their substitutes.
<Table>
<Caption>
SHARES VOTED
AGAINST OR SHARES BROKER TOTAL SHARES
PROPOSAL SHARES VOTED FOR WITHHELD ABSTAINED NON-VOTE VOTED
-------- ---------------- ------------ --------- -------- ------------
ING International Fund 1 8,291,101 67,541 88,760 -- 8,447,402
ING International Fund 3 8,133,071 161,615 152,716 -- 8,447,402
ING Precious Metals Fund 1 9,335,866 428,837 352,587 -- 10,117,290
ING Precious Metals Fund 3 9,055,163 486,570 575,557 -- 10,117,290
ING Worldwide Growth Fund 1 10,162,786 267,674 292,007 -- 10,722,467
ING Worldwide Growth Fund 3 9,725,321 295,481 701,665 -- 10,722,467
</Table>
92
<Page>
TAX INFORMATION (Unaudited)
Dividends paid during the year ended October 31, 2003 were as follows:
<Table>
<Caption>
FUND NAME TYPE PER SHARE AMOUNT
- --------- ---- ----------------
ING International Fund
Class A NII $ 0.0263
Class C NII $ 0.0009
Class Q NII $ 0.0453
Class I NII $ 0.0503
ING International Value Fund
Class A NII $ 0.0520
Class Q NII $ 0.0974
Class I NII $ 0.0958
Class A STCG $ 0.0596
Class B STCG $ 0.0596
Class C STCG $ 0.0596
Class Q STCG $ 0.0596
Class I STCG $ 0.0596
Class A LTCG $ 0.1423
Class B LTCG $ 0.1423
Class C LTCG $ 0.1423
Class Q LTCG $ 0.1423
Class I LTCG $ 0.1423
ING Russia Fund
Class A NII $ 0.1171
ING Global Real Estate Fund
Class A NII $ 0.5352
Class B NII $ 0.4815
Class C NII $ 0.4515
Class Q NII $ 0.5172
Class A STCG $ 0.1560
Class B STCG $ 0.1560
Class C STCG $ 0.1560
Class Q STCG $ 0.1560
</Table>
- ----------
NII -- Net investment income
STCG -- Short-term capital gain
LTCG -- Long-term capital gain
Of the ordinary distributions made during the fiscal period ended October 31,
2003, the following percentage qualify for the dividends received deduction
available to corporate shareholders: 2.30% for the ING Foreign Fund.
Above figures may differ from those cited elsewhere in this report due to
differences in the calculation of income and gains under accounting principles
generally accepted in the United States of America (book) and Internal Revenue
Service (tax) purposes.
Shareholders are strongly advised to consult their own tax advisers with respect
to the tax consequences of their investments in the Funds. In January,
shareholders, excluding corporate shareholders, receive an IRS 1099 DIV
regarding the federal tax status of dividends and distributions received by them
in the calendar year.
93
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited)
The business and affairs of the Fund are managed under the direction of the
Fund's Board of Trustees. A trustee who is not an interested person of the
Trust(s), as defined in the 1940 Act, is an independent trustee ("Independent
Trustee"). The Trustees of the Trust(s) are listed below. The Statement of
Additional Information includes additional information about directors of the
Registrant and is available, without charge, upon request at 1-800-992-0180.
<Table>
<Caption>
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 THE TRUST(S) SERVED(1) PAST 5 YEARS BY TRUSTEE TRUSTEE
------- ------------ --------- ------------ ---------- -------
INDEPENDENT TRUSTEES
Paul S. Doherty Trustee October Mr. Doherty is President 114
7337 E. Doubletree Ranch Rd. 1999 - and Partner, Doherty,
Scottsdale, Arizona 85258 Present Wallace, Pillsbury and
Born: 1934 Murphy, P.C., Attorneys
(1996 - Present);
Director, Tambrands,
Inc. (1993 - 1998); and
Trustee of each of the
funds managed by
Northstar Investment
Management
Corporation (1993 -
1999).
J. Michael Earley Trustee February President and Chief 114
7337 E. Doubletree Ranch Rd. 2002 - Executive Officer,
Scottsdale, Arizona 85258 Present Bankers Trust Company,
Born: 1945 N.A. (1992 - Present).
R. Barbara Gitenstein Trustee February President, College of 114
7337 E. Doubletree Ranch Rd. 2002 - New Jersey (1999 -
Scottsdale, Arizona 85258 Present Present). Formerly,
Born: 1948 Executive Vice
President and
Provost, Drake
University (1992
- 1998).
Walter H. May Trustee October Retired. Formerly, 114 Best Prep Charity (1991 -
7337 E. Doubletree Ranch Rd. 1999 - Managing Director and Present).
Scottsdale, Arizona 85258 Present Director of Marketing,
Born: 1936 Piper Jaffray, Inc.;
Trustee of each
of the funds
managed by
Northstar
Investment
Management
Corporation (1996
- 1999).
Jock Patton Trustee October Private Investor 114 Director, Hypercom, Inc.
7337 E. Doubletree Ranch Rd. 1999 - (June 1997 - Present). (January 1999 -
Scottsdale, Arizona 85258 Present Formerly, Director and Present); JDA Software
Born: 1945 (ING Chief Executive Officer, Group, Inc.
May- Rainbow Multimedia (January 1999 -
flower Group, Inc. Present); BG Associates,
Trust) (January 1999 - Inc.
May December 2001);
1999 - Director of Stuart
Present Entertainment, Inc.;
(ING Director of Artisoft,
Mutual Inc. (1994 - 1998).
Funds)
</Table>
94
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
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 THE TRUST(S) SERVED(1) PAST 5 YEARS BY TRUSTEE TRUSTEE
------- ------------ --------- ------------ ---------- -------
David W.C. Putnam Trustee October President and Director, 114 Anchor International
7337 E. Doubletree Ranch Rd. 1999 - F.L. Putnam Securities Bond Trust
Scottsdale, Arizona 85258 Present Company, Inc. and its (December 2000 -
Born: 1939 affiliates; President, Present); F.L. Putnam
Secretary and Trustee, Foundation
The Principled Equity (December 2000 -
Market Fund. Formerly, Present); Progressive
Trustee, Trust Realty Capital Accumulation
Corp.; Anchor Trust (August 1998 -
Investment Trust; Bow Present); Principled
Ridge Mining Company Equity Market Fund
and each of the funds (November 1996 -
managed by Northstar Present), Mercy
Investment Endowment
Management Foundation (1995 -
Corporation (1994 - Present); Director, F.L.
1999). Putnam Investment
Management Company
(December 2001 -
Present); Asian American
Bank and Trust Company
(June 1992 - Present);
and Notre Dame Health
Care Center (1991 -
Present) F.L. Putnam
Securities Company, Inc.
(June 1978 - Present);
and an Honorary Trustee,
Mercy Hospital (1973 -
Present).
Blaine E. Rieke Trustee February General Partner, 114 Morgan Chase Trust Co.
7337 E. Doubletree Ranch Rd. 2001 - Huntington Partners (January 1998 -
Scottsdale, Arizona 85258 Present (January 1997 - Present).
Born: 1933 Present). Chairman of
the Board and
Trustee of each
of the funds
managed by ING
Investment
Management Co.
LLC (November
1998 - February
2001).
Roger B. Vincent Trustee February President, Springwell 114 Director, AmeriGas
7337 E. Doubletree Ranch Rd. 2002 - Corporation (1989 - Propane, Inc. (1998 -
Scottsdale, Arizona 85258 Present Present). Formerly, Present).
Born: 1945 Director, Tatham
Offshore, Inc. (1996 -
2000).
Richard A. Wedemeyer Trustee October Retired. Mr. Wedemeyer 114 Touchstone Consulting
7337 E. Doubletree Ranch Rd. 1999 - was formerly Vice Group (1997 - Present).
Scottsdale, Arizona 85258 Present President - Finance and
Born: 1936 (ING Administration, Channel
May- Corporation (June 1996
flower - April 2002).
Trust) Formerly, Vice
February President, Operations
2001 - and Administration, Jim
Present Henson Productions
(ING (1979 - 1997); Trustee,
Mutual First Choice Funds
Funds) (1997 - 2001); and of
each of the funds
managed by ING
Investment Management
Co. LLC (1998 - 2001).
</Table>
95
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
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 THE TRUST(S) SERVED(1) PAST 5 YEARS BY TRUSTEE TRUSTEE
------- ------------ --------- ------------ ---------- -------
TRUSTEES WHO ARE "INTERESTED PERSONS"
Thomas J. McInerney(2) Trustee February Chief Executive Officer, 168 Director, Equitable Life
7337 E. Doubletree Ranch Rd. 2001 - ING U.S. Financial Insurance Co., Golden
Scottsdale, Arizona 85258 Present Services American Life Insurance
Born: 1956 (September 2001 - Co., Life Insurance
Present); General Company of Georgia,
Manager and Chief Midwestern United Life
Executive Officer, ING Insurance Co., ReliaStar
U.S. Worksite Financial Life Insurance Co.,
Services Security Life of Denver,
(December 2000 - Security Connecticut
Present); Member, ING Life Insurance Co.,
Americas Executive Southland Life
Committee (2001 - Insurance Co., USG
Present); President, Annuity and Life
Chief Executive Officer Company, and United
and Director of Life and Annuity
Northern Life Insurance Insurance Co. Inc
Company (March 2001 - (March 2001 - Present);
October 2002), ING Director, Ameribest Life
Aeltus Holding Insurance Co.,
Company, Inc. (2000 - (March 2001 to
Present), ING Retail January 2003); Director,
Holding Company First Columbine Life
(1998 - Present), ING Insurance Co.
Life Insurance and (March 2001 to
Annuity Company December 2002);
(September 1997 - Member of the Board,
November 2002) and National Commission
ING Retirement on Retirement Policy,
Holdings, Inc. (1997 - Governor's Council on
Present). Formerly, Economic
General Manager and Competitiveness and
Chief Executive Officer, Technology of
ING Worksite Division Connecticut,
(December 2000 - Connecticut Business
October 2001), and Industry
President, ING-SCI, Inc. Association, Bushnell;
(August 1997 - Connecticut Forum;
December 2000); Metro Hartford
President, Aetna Chamber of Commerce;
Financial Services and is Chairman,
(August 1997 - Concerned Citizens for
December 2000); Effective Government.
</Table>
96
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
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 THE TRUST(S) SERVED(1) PAST 5 YEARS BY TRUSTEE TRUSTEE
------- ------------ --------- ------------ ---------- -------
John G. Turner(3) Chair- October Chairman, Hillcrest 114 Director, Hormel Foods
7337 E. Doubletree Ranch Rd. man 1999 - Capital Partners Corporation
Scottsdale, Arizona 85258 and Present (May 2002 - Present); (March 2000 - Present);
Born: 1939 Trustee President, Turner Shopko Stores, Inc.
Investment Company (August 1999 - Present);
(January 2002 - and M.A. Mortenson
Present). Mr. Turner Company (March 2002 -
was formerly Vice Present).
Chairman of ING
Americas (2000 -
2002); Chairman and
Chief Executive
Officer of ReliaStar
Financial Corp. and
ReliaStar Life
Insurance Company
(1993 - 2000);
Chairman of ReliaStar
United Services Life
Insurance Company
(1995 - 1998);
Chairman of ReliaStar
Life Insurance Company
of New York (1995 -
2001); Chairman of
Northern Life
Insurance Company
(1992 - 2001);
Chairman and Trustee
of the Northstar
affiliated investment
companies (1993 -
2001) and Director,
Northstar Investment
Management Corporation
and its affiliates
(1993 - 1999 ).
</Table>
- ----------
(1) Trustees serve until their successors are duly elected and qualified,
subject to the Board's retirement policy.
(2) Mr. McInerney is an "interested person," as defined under the 1940 Act,
because of his affiliation with ING U.S. Financial Services and ING U.S.
Worksite Financial Services, both affiliates of ING Investments.
(3) Mr. Turner is an "interested person," as defined under the 1940 Act, because
of his affiliation with ING Americas, an affiliate of ING Investments, LLC.
97
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH THE TRUST TIME SERVED(1) PAST FIVE YEARS
------- ------------------- -------------- ---------------
James M. Hennessy President and Chief February 2001 - President and Chief Executive
7337 E. Doubletree Ranch Rd. Executive Officer present Officer of ING Capital Corporation,
Scottsdale, Arizona 85258 LLC, ING Funds Services, LLC, ING
Born: 1949 Chief Operating February 2002 - Advisors, Inc., ING Investments,
Officer present LLC, Lexington Funds Distributor,
Inc., Express America T.C. Inc. and
Senior Executive July 2000 - EAMC Liquidation Corp. (since
Vice President February 2001 December 2001); Executive Vice
President and Chief Operating
Executive Vice May 1999 - Officer of ING Funds Distributor,
President July 2000 LLC (since June 2000).
Chief Operating July 2000 -
Officer February 2001
Secretary May 1999 -
February 2001
Michael J. Roland Executive Vice February 2002 - Executive Vice President, Chief
7337 E. Doubletree Ranch Rd. President and present Financial Officer and Treasurer of
Scottsdale, Arizona 85258 Assistant Secretary ING Funds Services, LLC, ING Funds
Born: 1958 Distributor, LLC, ING Advisors, Inc.,
Principal Financial May 1999 - ING Investments, LLC
Officer present (December 2001 to present),
Lexington Funds Distributor, Inc.,
Senior Vice President May 1999 - Express America T.C. Inc. and
February 2002 EAMC Liquidation Corp. (since
December 2001). Formerly, Executive
Vice President, Chief Financial
Officer and Treasurer of ING
Quantitative Management, Inc.
(December 2001 to October 2002); and
Senior Vice President, ING Funds
Services, LLC, ING Investments, LLC,
and ING Funds Distributor, LLC (June
1998 to December 2001).
Stanley D. Vyner Executive Vice May 1999 - Executive Vice President of ING
7337 E. Doubletree Ranch Rd. President present Advisors, Inc. and ING Investments,
Scottsdale, Arizona 85258 LLC (July 2000 to present) and
Born: 1950 Chief Investment Officer of the
International Portfolios, ING
Investments, LLC (July 1996 to
present). Formerly, President and
Chief Executive Officer of ING
Investments, LLC (August 1996 to
August 2000).
Robert S. Naka Senior Vice November 1999 - Senior Vice President and Assistant
7337 E. Doubletree Ranch Rd. President present Secretary of ING Funds Services,
Scottsdale, Arizona 85258 LLC, ING Funds Distributor, LLC,
Born: 1963 Vice President May 1999 - ING Advisors, Inc., ING
November 1999 Investments, LLC (October 2001 to
present) and Lexington Funds
Assistant Secretary May 1999 - Distributor, Inc. (since
Present December 2001). Formerly, Senior
Vice President and Assistant Secretary
for ING Quantitative Management, Inc.
(October 2001 to October 2002); Vice
President, ING Investments, LLC (April
1997 to October 1999), and ING Funds
Services, LLC (February 1997 to August
1999).
</Table>
98
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH THE TRUST TIME SERVED(1) PAST FIVE YEARS
------- ------------------- -------------- ---------------
Kimberly A. Anderson Senior Vice President November 2003 - Vice President and Assistant
7337 E. Doubletree Ranch Rd. present Secretary of ING Funds Services,
Scottsdale, Arizona 85258 LLC, ING Funds Distributor, LLC,
Born: 1964 Vice President February 2001 - ING Advisors, Inc., ING Investments,
November 2003 LLC (since October 2001) and
Lexington Funds Distributor, Inc.
Assistant Vice November 1999 - (since December 2001). Formerly,
President February 2001 Vice President for ING Quantitative
Management, Inc. (October 2001
Secretary February 2001 - to October 2002); Assistant Vice
August 2003 President of ING Funds Services,
LLC (November 1999 to
Assistant Secretary November 1999 - January 2001) and has held various
February 2001 other position with ING Funds Services,
LLC for more than the last five years.
Robyn L. Ichilov Vice President and May 1999 - present Vice President of ING Funds
7337 E. Doubletree Ranch Rd. Treasurer Services, LLC (October 2001 to
Scottsdale, Arizona 85258 present) and ING Investments, LLC
Born: 1967 (August 1997 to present);
Accounting Manager, ING Investments,
LLC (November 1995 to present).
J. David Greenwald Vice President August 2003 - present Vice President of Mutual Fund
7337 E. Doubletree Ranch Rd. Compliance of ING Funds Services,
Scottsdale, Arizona 85258 LLC (May 2003 - Present). Formerly
Born: 1957 Assistant Treasurer and Director of
Mutual Fund Compliance and Operations
of American Skandia, A Prudential
Financial Company (October 1996 - May
2003).
Lauren D. Bensinger Vice President February 2003 - Vice President and Chief
7337 E. Doubletree Ranch Rd. present Compliance Officer, ING Funds
Scottsdale, Arizona 85258 Distributor, LLC. (July 1995 -
Born: 1957 Present); Vice President
(February 1996 - Present) and Chief
Compliance Officer (October 2001 -
Present) ING Investments, LLC; Vice
President and Chief Compliance
Officer, ING Advisors, Inc. (July 2000
- Present), Vice President and Chief
Compliance Officer, ING Quantitative
Management, Inc. (July 2000 -
September 2002), and Vice President,
ING Fund Services, LLC (July 1995 -
Present).
Huey P. Falgout, Jr. Secretary August 2003 - present Counsel, ING U.S. Financial Services
7337 E. Doubletree Ranch Rd. (November 2002 - Present).
Scottsdale, Arizona 85258 Formerly, Associate General
Born: 1963 Counsel of AIG American General
(January 1999 - November 2002) and
Associate General Counsel of Van
Kampen, Inc. (April 1992 - January
1999).
Todd Modic Vice President August 2003 - present Vice President of Financial
7337 E. Doubletree Ranch Rd. Reporting - Fund Accounting of
Scottsdale, Arizona 85258 Assistant Vice August 2001 - ING Funds Services, LLC
Born: 1967 President August 2003 (September 2002 to present).
Director of Financial Reporting of ING
Investments, LLC ( March 2001 to
September 2002). Formerly, Director of
Financial Reporting, Axient
Communications, Inc. (May 2000 to
January 2001) and Director of Finance,
Rural/Metro Corporation (March 1995 to
May 2000).
</Table>
99
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH THE TRUST TIME SERVED(1) PAST FIVE YEARS
------- ------------------- -------------- ---------------
Susan P. Kinens Assistant Vice February 2003 - Assistant Vice President and
7337 E. Doubletree Ranch Rd. President and present Assistant Secretary, ING Funds
Scottsdale, Arizona 85258 Assistant Secretary Services, LLC (December 2002 -
Born: 1976 Present); and has held various
other positions with ING Funds
Services, LLC for more than the last
five years.
Maria M. Anderson Assistant Vice August 2001 - present Assistant Vice President of ING
7337 E. Doubletree Ranch Rd. President Funds Services, LLC (since
Scottsdale, Arizona 85258 October 2001). Formerly, Manager
Born: 1958 of Fund Accounting and Fund
Compliance, ING Investments, LLC
(September 1999 to November 2001); and
Section Manager of Fund Accounting,
Stein Roe Mutual Funds (July 1998 to
August 1999).
Theresa Kelety Assistant Secretary August 2003 - Counsel, ING U.S. Financial Services
7337 E. Doubletree Ranch Rd. present (April 2003 - Present). Formerly,
Scottsdale, Arizona 85258 Senior Associate with Shearman &
Born: 1963 Sterling (February 2000 -
April 2003) and Associate with
Sutherland Asbill & Brennan (1996 -
February 2000).
</Table>
- ----------
(1) The officers hold office until the next annual meeting of the Trustees and
until their successors have been elected and qualified.
100
<Page>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<Page>
ING Funds Distributor, LLC offers the funds listed below. Investors may obtain a
copy of a prospectus of any ING Fund by calling ING Funds Distributor, LLC at
(800) 992-0180. Please read the prospectus carefully before investing or sending
money.
INTERNATIONAL EQUITY
ING Emerging Countries Fund
ING Foreign Fund
ING International Fund
ING International Growth Fund
ING International SmallCap Growth Fund
ING International Value Fund
ING Precious Metals Fund
ING Russia Fund
INTERNATIONAL GLOBAL EQUITY
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Worldwide Growth Fund
DOMESTIC EQUITY FUNDS
ING Disciplined LargeCap Fund
ING Growth Fund
ING Growth + Value Fund
ING Growth Opportunities Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Small Company Fund
ING SmallCap Opportunities Fund
ING Technology Fund
DOMESTIC EQUITY INDEX FUNDS
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
DOMESTIC EQUITY VALUE FUNDS
ING Financial Services Fund
ING MagnaCap Fund
ING Tax Efficient Equity Fund
ING Value Opportunity Fund
ING SmallCap Value Fund
ING MidCap Value Fund
DOMESTIC EQUITY AND INCOME FUNDS
ING Balanced Fund
ING Convertible Fund
ING Equity and Bond Fund
ING Growth and Income Fund
ING Real Estate Fund
FIXED INCOME FUNDS
ING Bond Fund
ING Classic Money Market Fund*
ING Government Fund
ING GNMA Income Fund
ING High Yield Opportunity Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust*
ING National Tax Exempt Bond Fund
ING Money Market Fund*
ING Aeltus Money Market Fund*
ING Strategic Bond Fund
STRATEGIC ALLOCATION FUNDS
ING Strategic Allocation Growth Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Income Fund
LOAN PARTICIPATION FUNDS
ING Prime Rate Trust
ING Senior Income Fund
* An investment in the Fund is not insured or guaranteed by the Federal
Deposit Insurance Corporation or any other government agency. Although the
Fund seeks to preserve the value of your investment at $1.00 per share, it
is possible to lose money by investing in the Fund.
<Page>
INVESTMENT MANAGER
ING Investments, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
ADMINISTRATOR
ING Funds Services, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
DISTRIBUTOR
ING Funds Distributor, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
1-800-334-3444
TRANSFER AGENT
DST Systems, Inc.
P.O. Box 419368
Kansas City, Missouri 64141-6368
CUSTODIAN
Bank of New York
100 Colonial Center Parkway, Suite 300
Lake Mary, FL 32746
LEGAL COUNSEL
Dechert LLC
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 Funds, including
charges and expenses, may be obtained by calling ING Funds Distributor, LLC at
1-800-992-0180. Please read the prospectus carefully before you invest or send
money. The Form N-PX (Proxy Voting Record) will be available without charge,
upon request, by calling 800-992-0180 on or about August 31, 2004; and on the
fund's website at www.ingfunds.com; and on the SEC's website www.sec.gov.
[ING FUNDS LOGO] INTLABCAR1003-122903
<Page>
ANNUAL REPORT
ANNUAL REPORT
OCTOBER 31, 2003
CLASSES I AND Q
INTERNATIONAL EQUITY FUNDS
ING EMERGING COUNTRIES FUND
ING FOREIGN FUND
ING INTERNATIONAL FUND
ING INTERNATIONAL SMALLCAP GROWTH FUND
ING INTERNATIONAL VALUE FUND
GLOBAL EQUITY FUNDS
ING WORLDWIDE GROWTH FUND
[GRAPHIC]
[ING FUNDS LOGO]
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TABLE OF CONTENTS
<Table>
President's Letter 1
Market Perspective 3
Portfolio Managers' Reports 4
Index Descriptions 16
Independent Auditors' Report 17
Statements of Assets and Liabilities 18
Statements of Operations 22
Statements of Changes in Net Assets 24
Financial Highlights 27
Notes to Financial Statements 33
Portfolios of Investments 45
Shareholder Meeting Information 63
Tax Information 64
Trustee and Officer Information 65
</Table>
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PRESIDENT'S LETTER
[PHOTO OF JAMES M. HENNESSY]
JAMES M. HENNESSY
Dear Shareholder,
What a difference a few months can make. In my last letter to our shareholders
in the semi-annual report, it was hard to escape the sense of anxiety that many
investors were experiencing. Now, six months later, I believe there may be a
renewed sense of optimism among investors -- cautious optimism, to be sure, but
optimism nevertheless.
And I believe there are good, solid reasons for this improved outlook. For one,
many key corporations have been reporting profits in recent months. Granted, the
numbers are modest, but they have been noteworthy, consistent and credible
because many of these same companies are employing stricter accounting standards
following the Enron debacle. Going hand-in-hand with these upbeat figures are
the improving price-to-earning ratios and improving valuations that many
investors are now seeing.
The reasons for renewed confidence reach beyond the shores of the U.S. as well.
Overall, world markets are reporting strong gains. This is certainly true of
Japan, where the economy has been showing welcome signs of recovery in recent
months. That recovery, in turn, has helped trigger increases in business
activity and consumer confidence there.
We are seeing similar surges in consumer confidence in several key European
markets, and, although, some European markets remain sluggish, overall,
financial benchmarks from Europe reflect steady growth. Markets in the United
Kingdom, in particular, are reporting impressive returns, thanks in no small
part to England's robust housing market as well as strong figures coming from
the consumer in that country.
This renewed confidence has been tempered, however, by recent events and news
stories concerning mutual fund trading practices, including after-hours trading
and market timing. As with many financial services companies, ING Investments,
LLC ("ING Investments"), investment adviser to the ING Funds, and affiliates of
ING Investments (collectively, "ING") have received requests for information
from various governmental and self-regulatory agencies in connection with
investigations related to trading in investment company shares. In each case,
full cooperation and responses are being provided. ING is also conducting an
internal review of investment company share trading, as well as reviewing their
policies and procedures in this area.
Also, I want to clearly state that ING Funds does not condone the illegal
practice of after-hours trading. In addition, it has been our long-standing
policy to discourage inappropriate fund trading in our funds. In fact, over the
years, ING Funds has taken a variety of steps to address inappropriate fund
trading activity. We were among the first fund groups to employ innovative
techniques such as making extensive use of fair-value pricing for foreign
securities.
ING Funds believes that mutual funds are an important vehicle for individual
investors, because mutual funds provide the opportunity for investment in
professionally managed and monitored, diversified portfolios. As such, we
consider the fair treatment of committed investors to be of the utmost
importance. We continue to look for effective strategies to address fund trading
issues. We hope that the increased attention this issue is now receiving will
make it easier for the industry to effectively address inappropriate fund
trading in the future.
On behalf of everyone at ING Funds, thank you for your continued support. We
look forward to helping you meet your investment goals in the future.
Sincerely,
/s/ James M. Hennessy
James M. Hennessy
President
ING Funds
December 2, 2003
1
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<Page>
MARKET PERSPECTIVE: YEAR ENDED OCTOBER 31, 2003
This was a tumultuous twelve months for the world's financial markets. Just
before the period started, global equity markets seemed to have found a bottom.
But by mid-March, as the six months covered by the semi-annual report drew to a
close and war clouds gathered, markets were again reaching new multi-year lows.
Japan would in fact have another two months to wait until the low point was
reached. However, the second six months had hardly started, when major conflict
in Iraq quickly ended. This meant that the risk which investors consider
inherent in assets like stocks (the "risk premium(1)"), diminished just as fast.
This theme was strongly supported by the U.S. FIXED INCOME MARKETS, more
particularly in the words of Federal Open Markets Committee Chairman Alan
Greenspan. In May he seemed to move markets by saying that the risk of deflation
was small but that the Federal Reserve might even buy bonds to forestall it, and
that a second half recovery was expected. This sounded like the best of all
worlds: low interest rates for the foreseeable future and an improving economy.
Since the U.S. economy accounts for about 30% of the world's total, such a
scenario boosted global sentiment and global stock markets soared.
World EQUITY MARKETS had their best six months in years during the second half
of the fiscal year. GLOBAL EQUITIES, as measured in dollars by the Morgan
Stanley Capital International ("MSCI") World Index, jumped 19.7% (24.3% for the
twelve months as a whole). In the U.S. the Standard & Poors ("S&P") 500 Index
rose 15.6% (20.8% for the twelve months). In tune with the theme of the
shrinking risk premium, small cap stocks did much better than mid cap stocks,
which in turn substantially outperformed large cap stocks. In the U.S. there
were increasingly encouraging signs in the economy. Second calendar quarter
Gross Domestic Product ("GDP") growth estimates were revised up to 3.3%, within
which corporate profits from current production rose 14.3% over the same quarter
in 2002. Productivity growth was estimated at the remarkable rate of 6.8%.
JAPAN'S market reached a twelve month low in May. Since then, having emerged
from recession showing GDP growth of 3.0% in the second quarter of 2003, Japan's
firmer economy continues to be driven primarily by exports, and especially by
those connected to China's capital spending growth. In the six months ended
October 31, 2003 the MSCI Japan Index rose 43.5%, and rose 33.2% for the year.
However, internally, Japan is still beset by the problems of deflation and a
banking system paralyzed by bad loans. Asia markets staged a remarkable comeback
as the SARS story subsided and focus shifted to China's economic strength.
China's rising influence on world markets became a dominant theme this year, as
many industries are making investments aimed at participation in China's growth.
In dollar terms, the MSCI Europe, Australia and Far East ("EAFE") Index returned
27.6%, with Asia ex-Japan rising 33.6% for the year ended October 31, 2003.
Asian currencies are gaining political attention in the U.S. The rising belief
is that countries such as Japan, China and others aim to keep their currencies
artificially low against the dollar in order to maintain an export advantage.
Since the cost of such policies is the loss of U.S. manufacturing jobs, policy
makers are now attempting to force the issue with our trading partners. It is
likely Asian currencies will continue rising versus the dollar and will be an
important investment consideration.
The period from November 2002 until October 2003 saw the RUSSIAN equity market
continue its spectacular performance. However, this performance was overshadowed
by developments that took place at the very end of October. In the last week of
that month, government forces arrested Mikhail Khodorkovsky, the CEO of Yukos.
Mr. Khodorkovsky was charged with tax evasion and fraud, and placed in a Moscow
prison. It appeared to most market observers Mr. Khodorkovsky's arrest was
driven by the political threat he represented to President Vladimir Putin, as
well as parties that are believed to be loyal to the President. In the weeks and
months prior to his arrest, Mr. Khodorkovsky had become more vocal about his
political aspirations, and was known to be using his personal wealth to fund
various opposition parties. Mr. Khodorkovsky has since resigned his position as
the CEO of Yukos. However, the damage to Russian equities has already been done,
as the market has fallen about 21.0% from its high in mid-October. More
importantly, the arrest has raised questions globally as to whether Russia's
political and economic transition to democracy since 2000, and its chief
architect, Vladimir Putin, are genuine or not.
In EUROPE EX UK, economic stagnation and high unemployment caused by inflexible,
high cost labor markets and higher than expected interest rates, depressed
demand. Much of Europe has slipped back into recession during 2003. Gradually
business confidence has returned and the governments in France and Germany which
account for just over half of the Eurozone's GDP, have embarked on a program of
labor and social security reform as well as tax reductions. Some business
surveys in Germany are up six months in a row, and the awaited personal tax cuts
were brought forward to 2003. In the six months ended October 31, 2003 the MSCI
Europe, ex UK, Index rose 20.2%, and for the year, 27.6%. In the UK, the economy
was much healthier than that of its European neighbors. Unemployment was low,
inflation fairly tame, and while manufacturing remained at a low ebb, overall
demand was bolstered by a free spending consumer cheered by the lowest interest
rates since Churchill and a housing price boom. In the six months to October 31,
2003 the MSCI UK Index rose 18.3%, and for the year, 20.3%. EMERGING MARKETS,
dominated by Asia, are the workshop of the world. Little surprise then that they
have benefited the most by the falling risk premium demanded of them and a
recovering global economy. In the six months ended October 31, 2003 the MSCI
Emerging Markets Free ("EMF") Index rose 40.4%, and 48.7% for the year.
- ----------
(1) Risk premium is the expected additional return required by investors for
securities that are perceived to be riskier than safer investments.
See accompanying index descriptions on page 16.
3
<Page>
ING EMERGING COUNTRIES FUND Portfolio Managers' Report
MANAGEMENT TEAM: Jan Wim Derks, Director of Global Emerging Markets Equities;
Bratin Sanyal, Senior Investment Manager; and Eric Conrads, Senior Investment
Manager, all with ING Investment Management Advisors B.V., the Sub-Adviser.
GOAL: The ING Emerging Countries Fund (the "Fund") seeks to maximize long-term
capital appreciation by investing primarily in equity securities of companies in
at least three Emerging Market countries.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class Q shares
provided a total return of 39.77% versus 48.74% for the MSCI Emerging Markets
Free ("MSCI EMF") Index.
PORTFOLIO SPECIFICS: The Fund began the period with an overweight in Asia which
we started trimming as South Korea began getting impacted by negative news from
North Korea. We were also fairly quick in reducing China as SARS was reported
there. However as the threat from SARS receded in early summer we increased our
weighting in Asia, initially by adding to China, India and Thailand and thereby
moving to an overweight in all these markets. Subsequently, we added
significantly to Taiwan as foreign investment restrictions were lifted, allowing
for several benchmark providers e.g. MSCI to consider increasing the investment
factor in Taiwan. Such a move from the benchmark providers might lead to
significant flows into Taiwanese equities. We have maintained a near neutral
position in Korea as lower valuations seem balanced by poor economic
fundamentals and the threat of fund outflows arising out of benchmark changes.
Elsewhere in the region we maintained our neutral stance in Indonesia and an
underweight position in Malaysia and the Philippines. Latin America was the best
performing region within Emerging Markets gaining 60% driven by a spectacular
performance from Brazil, up 91%. Having moved sideways for the first few months
of the reporting period, Brazil gained sharply as the initial skepticism towards
the new administration gave way to appreciation for conservative policy
initiatives and new reform measures. Mexico's performance was a respectable 24%
but gains were limited by concerns regarding the economic health of its largest
trading partner, the United States. We have maintained our overweight in Latin
America primarily via Brazil and Mexico. Recently, we have slightly reduced our
positions in Brazil while maintaining our overweight stance. In the Europe,
Middle East and Africa (EMEA) region we were overweight Eastern Europe and
Russia while maintaining South Africa as an underweight. We have since reduced
the weighting in Eastern Europe in favor of Asia as growth prospects in Asia
brightened after the SARS crisis. However, we maintained our overweight in
Russia via the oil sector until fairly late in the reporting period until
forecasts for oil prices weakened with prospects of increased supply from
countries like Venezuela, Nigeria and Iraq. We are continuing to maintain an
underweight position in Russia because of rising political uncertainty and
tentative corporate governance issues.
The Fund's under-performance can be attributed to the quality of the very sharp
rally over the last ten months. Stocks with poorer balance sheets, often with a
large debt load have seen bigger gains than stocks with a more sound financial
standing. Moreover, small capitalization (and often illiquid) stocks have
outperformed large cap stocks. The fund holdings are biased away from either of
these classes of stocks as medium to long-term prospects for such stocks remain
poor. Very volatile in/outflows leading to a turnover rate of approximately 250%
over the reporting period was also a significant detractor of performance.
MARKET OUTLOOK: Several pieces of good economic news confirms our optimism over
the last several months. Good industrial production figures from Japan, positive
numbers from Germany and strong Gross Domestic Product from the U.S. all point
to a potential broad based global economic recovery. Therefore, we remain
constructive on the emerging markets asset class. Emerging markets may continue
to offer good absolute returns, as we have seen in 2003 so far. We believe
emerging markets may deliver relatively strong earnings growth of approximately
20% in 2004. We expect multiple expansion within the emerging markets as
valuations remain at a deep discount to developed markets and at very low levels
historically. For 2004 average Price/Earnings (P/E) are at around 10-12 times.
Furthermore, emerging economies are expected to grow by 4.0% on average in 2003
and 5.2% in 2004. In addition, with the dividend yield of approximately 2.5% we
also see yield support. Our investment strategy is to focus on countries where
economic growth appears robust and on companies with improving cash flows, solid
balance sheets and attractive valuations. We are currently finding the best
opportunities in Brazil, Mexico, Taiwan, Thailand and India.
4
<Page>
Portfolio Managers' Report ING EMERGING COUNTRIES FUND
[CHART]
<Table>
<Caption>
ING EMERGING COUNTRIES FUND CLASS Q MSCI EMF INDEX
8/31/95 $ 10,000 $ 10,000
10/31/95 $ 9,520 $ 9,572
10/31/96 $ 11,552 $ 10,192
10/31/97 $ 13,235 $ 9,328
10/31/98 $ 9,901 $ 6,437
10/31/99 $ 13,781 $ 9,310
10/31/2000 $ 13,716 $ 8,490
10/31/2001 $ 10,015 $ 6,498
10/31/2002 $ 10,457 $ 7,047
10/31/2003 $ 14,615 $ 10,482
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
--------------------------------------------
SINCE INCEPTION
OF CLASS Q
1 YEAR 5 YEAR 08/31/95
------ ------ --------
Class Q 39.77% 8.10% 4.75%
MSCI EMF Index 48.74% 10.24% 0.58%(1)
</Table>
Based on a $10,000 initial investment, the graph and table above illustrate the
total return of ING Emerging Countries Fund against the MSCI EMF Index. The
Index is unmanaged and has no cash in its portfolio, imposes no sales charges
and incurs no operating expenses. An investor cannot invest directly in an
index. The Fund's performance is shown both with and without the imposition of
sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
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 RE?ECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Since inception performance for index is shown from 09/01/95
PRINCIPAL RISK FACTOR(S): Sensitivity to currency exchange rates, international,
political and economic conditions and other risks that affect foreign
securities. Risk of foreign investing are generally intensified for investments
in emerging markets.
See accompanying index descriptions on page 16.
5
<Page>
ING FOREIGN FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Rudolph-Riad Younes, CFA, Senior Vice President and
Head of International Equity and Richard Pell, Senior Vice President and Chief
Investment Officer, both with Julius Baer Investment Management, Inc., the
Sub-Adviser.
GOAL: The ING Foreign Fund (the "Fund") focuses on long-term growth of capital
by investing primarily in international equity securities.
PERFORMANCE: For the period July 1, 2003 (inception date of the Fund) through
October 31, 2003 the Fund's Class Q shares provided a total return of 8.79%
compared to the Morgan Stanley Capital International Europe, Australia and Far
East ("MSCI EAFE") Index, which returned 14.93%.
PORTFOLIO SPECIFICS: The Fund was launched on July 1, 2003. Over the past four
months, our focus has been to position this new fund according to our
international equity strategy. As the Fund began to grow in terms of net assets,
we were able to expand the number of individual issues held for diversification
purposes, consistent with our general philosophy for the management of
international equities. At present, the Fund holds over 200 individual
companies. The majority of these issues are within the developed markets of
Canada, Australia, Europe and Japan. We also maintain approximately 12% within a
variety of emerging markets. With the Fund now well positioned within our
recommended strategy, we are focused on performance with the aim to seek to
outperform the MSCI EAFE Index, which serves as our benchmark.
The underperformance of the Fund versus the benchmark was primarily due to
underweighted positions in the Japanese and Hong Kong markets. Additionally, as
the Fund did hold a position in cash equivalents during the period, this also
negatively impacted the Fund's relative return. While we did invest in Japan, we
were underweight versus the benchmark. Additionally, the Fund's underweight
position within Hong Kong detracted from results amid an environment where
investors were more comfortable adding to emerging markets generally.
MARKET OUTLOOK: Our current views for markets as well as recommended positioning
are as follows:
The US dollar is likely to continue to decline over the next several years. It
seems clear that the current administration favors a policy of gradual dollar
depreciation. The huge U.S. current account deficit and negative real short-term
rates place fundamental pressure on the value of the dollar. This view has
important implications as to the sectors and individual companies that we
purchase within the Fund. Specifically, companies that are largely dependent on
US dollar earnings will likely come under pressure as we move forward.
We would characterize our views for Japan as cautiously optimistic. The Japanese
market is benefiting from the boom in China (huge capital expenditure
expansion). There have been positive external and internal forces at work in
Japan that are creating positive momentum for the Japanese economy. We have
shifted a portion of our Japanese investments away from exporters that may be
hampered by a stronger yen, toward financials and domestic demand driven
companies. As an extra benefit, these domestic companies also provide us with
better diversification benefits for investments held within Europe than the
exporters.
Over the past eight years as international equity managers, our positions held
within the European equity markets often exceeded 80%. Currently, we have a
position approaching only 56%. This reduced weighting to Europe is as a result
of not only our Japanese investments, but also positions held within Emerging
Markets.
Within Emerging Markets, we have broadened positions beyond our long time
favorite, Eastern Europe, to include the following additional markets: Turkey, a
long-term European Union convergence candidate; India, a technology outsourcing
beneficiary; Brazil, a resource-rich beneficiary of the rise of China, which has
an insatiable appetite for all types of raw materials. Additionally, the
Brazilian Real is strengthening, interest rates are falling and debt burdens are
easing.
Finally, with regard to China, rather than investing directly within this
market, we prefer to focus on those beneficiaries of China's need for food,
capital goods, metals and other resources. China's financial markets are small,
and will likely remain so until the yuan becomes convertible (we do not
anticipate this anytime soon). The horrific state of the Chinese banking system
will likely be a huge problem for the equity market in the years ahead. Our
indirect investments however should provide better protection while maintaining
exposure to the structurally positive Chinese growth themes.
6
<Page>
Portfolio Managers' Report ING FOREIGN FUND
[CHART]
<Table>
<Caption>
ING FOREIGN FUND CLASS Q MSCI EAFE INDEX
7/15/2003 $ 10,000 $ 10,000
10/31/2003 $ 10,879 $ 11,493
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
--------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS I OF CLASS Q
09/10/03 07/11/03
-------- --------
Class I 3.95% --
Class Q -- 8.79%
MSCI EAFE Index 9.54%(1) 14.93%(2)
</Table>
Based on a $10,000 initial investment, the graph and table above illustrate the
total return of ING Foreign Fund against the MSCI EAFE Index. The Index is
unmanaged and has no cash in its portfolio, imposes no sales charges and incurs
no operating expenses. An investor cannot invest directly in an index. The
Fund's performance is shown both with and without the imposition of sales
charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Since inception performance for the index is shown from 09/01/03.
(2) Since inception performance for the index is shown from 07/01/02.
PRINCIPAL RISK FACTOR(S): Sensitivity to currency exhange rates, international,
political and economic conditions and other risks that affect foreign
securities. Risks of foreign investing are generally intensified for investments
in emerging markets.
See accompanying index descriptions on page 16.
7
<Page>
ING INTERNATIONAL FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Richard Saler, Senior Portfolio Manager and Philip
Schwartz, Senior Portfolio Manager, both with Aeltus Investment Management,
Inc., the Sub-Adviser.
GOAL: The ING International Fund (the "Fund") seeks to maximize long-term growth
of capital through investment in equity securities and equity equivalents of
companies outside the U.S. The Fund may hold up to 35% of its assets in
securities of U.S. issuers, including investment-grade debt securities.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class Q shares
provided a total return of 20.51%, compared to the Morgan Stanley Capital
International Europe, Australia and Far East ("MSCI EAFE") Index, which returned
27.57% for the same period.
PORTFOLIO SPECIFICS: Over the last year the Fund was repositioned in
anticipation of an improving economy. Stock selection was the primary reason for
the Fund's weak relative performance, and choices among economic sectors were
less significant. Cash holdings muted gains relative to the MSCI EAFE Index, but
were somewhat offset by an underweight in health care. Information technology
was a strong performer, and the Fund's weighting was in line with the MSCI EAFE
Index. Stock selection suffered because the Fund favored financially strong
companies at a time when financially challenged companies and small cap stocks
were the market leaders. Stock selection was an adverse factor in materials,
consumer discretionary and consumer staples stocks. Stock selection in
financials and energy helped relative performance.
Individually, Australian insurer QBE made the biggest positive contribution,
benefiting from strong pricing and cost controls. Other strong performers
included generic drug maker Teva Pharmaceutical, and Japanese semiconductor
equipment maker Tokyo Electron. Hurting performance was Sony, following a
surprise earnings shortfall. Other negative performers were Japanese food
retailer Ito-Yokado and UK publisher Pearson.
MARKET OUTLOOK: The investment landscape has changed dramatically from last
year. Global economic activity has clearly improved as evidenced by strong Gross
Domestic Product numbers in the U.S. and China. Australian and UK central banks
are already raising interest rates. Investors must weigh the possibility of
continued economic growth against less attractive stock prices and the potential
for disappointment in 2004. Although rates may have begun an upward trend, it is
expected the major central banks will be slow to adopt a tighter monetary
policy. Of greater concern is the risk of slowing U.S. growth, as the effects of
lower interest rates and tax cuts are largely played out. The managers see
continued opportunities in emerging markets, and particularly in Asia. Defensive
sectors such as food and beverage are also looking more attractive after a
lengthy period of underperformance. In Japan, our focus remains on companies
that are restructuring to improve profitability. We remain skeptical of Japan's
ability to sustain economic growth. In Europe, we find mixed opportunities,
where the strong Euro and structural rigidities continue to plague the region.
Some structural reform is, however, slowly taking place in Germany. Europe is
likely to continue to experience slow growth. We will continue to seek
attractively valued stocks and sectors together with improving
fundamentals.
8
<Page>
Portfolio Managers' Report ING INTERNATIONAL FUND
[CHART]
<Table>
<Caption>
ING INTERNATIONAL FUND CLASS Q MSCI EAFE INDEX
2/26/2001 $ 10,000 $ 10,000
10/31/2001 $ 8,190 $ 8,169
10/31/2002 $ 7,118 $ 7,113
10/31/2003 $ 8,578 $ 9,074
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS I OF CLASS Q
1 YEAR 01/15/02 02/26/01
------ -------- --------
Class I 20.53% 1.74% --
Class Q 20.51% -- -5.57%
MSCI EAFE Index 27.57% 3.49%(1) -3.58%(2)
</Table>
Based on a $10,000 initial investment, the graph and table above illustrate the
total return of ING International Fund against the MSCI EAFE Index. The Index is
unmanaged and has no cash in its portfolio, imposes no sales charges and incurs
no operating expenses. An investor cannot invest directly in an index. The
Fund's performance is shown both with and without the imposition of sales
charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Since inception performance for index is shown from 01/01/02.
(2) Since inception performance for index is shown from 03/01/01.
Effective November 1, 2001, Class A shares liquidated within 30 days of purchase
are subject to a 2% redemption fee.
PRINCIPAL RISK FACTOR(S): In exchange for higher growth potential, investing in
stocks of smaller companies may entail greater price volatility than those of
larger companies. Price volatility and other risks accompany an investment in
growth-oriented foriegn equities. Currency exchange rates, international,
political and economic conditions and other risk affect foreign securities. The
risks of foreign investing are generally intensified for investing in emerging
markets.
See accompanying index descriptions on page 16.
9
<Page>
ING INTERNATIONAL SMALLCAP GROWTH FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Horacio A. Valeiras, CFA, Chief Investment Officer
and Loretta J. Morris, Lead Portfolio Manager, International, both with
Nicholas-Applegate Capital Management, the Sub-Adviser.
GOAL: The International Small Cap Growth Fund (the "Fund") seeks to maximize
long-term capital appreciation primarily through investments in equity
securities of small-sized companies in countries outside of the U.S. believed to
have growth potential.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class Q shares
provided a total return of 38.74%. The Citigroup Europe, Pacific Australasia
Composite Extended Market ("EPAC EM") Index rose 45.03% during the same period.
PORTFOLIO SPECIFICS: The Fund's holdings in almost every country and sector
posted strong, double-digit returns. The Fund's relative underperformance was
caused primarily by disappointing stock selection in technology companies.
During the period, investors in international small-cap stocks preferred safer,
lower-growth names. This hurt the Fund's relative performance since holdings
were concentrated in stocks with higher growth expectations, which can be
somewhat more volatile. A modest underweight in Japan was another negative, as
was stock selection in the technology and transportation sectors relative to the
benchmark.
On the positive side, holdings in a number of sectors and countries helped
performance versus the Citigroup EPAC EM. Issue selection among financial
services companies was a plus. From a country perspective, select holdings in
the United Kingdom and Switzerland outperformed the benchmark.
The Fund's best-performing stocks included UK-based Man Group, a publicly traded
hedge fund that advanced on strong demand for its products; and Swiss Life, a
multinational insurance and financial services firm which is undergoing a
restructuring.
MARKET OUTLOOK: The upturn in economic and earnings growth worldwide and the
more stable geopolitical climate bode well for international stock markets. We
find the recent improvement in the U.S. employment market especially encouraging
given we believe this has been a key risk to a sustained global recovery. We are
also optimistic that corporations, which have held back on spending for several
years, will once again make a contribution to global growth. As investors gain
increased confidence in the persistence of the economic and earnings recovery,
prices of international small-cap stocks should continue to climb higher. In
particular, we are excited about the investment potential of many Asian
companies that are leveraged to a cyclical resurgence in economic activity.
More importantly, we remain committed to consistently applying our proven
investment philosophy and process in all market environments. Our focus is on
identifying and making timely investments in companies poised to benefit from
positive, sustainable change. We are confident that by adhering to our approach,
we will meet our goal of delivering strong, long-term performance to
shareholders.
10
<Page>
Portfolio Managers' Report ING INTERNATIONAL SMALLCAP GROWTH FUND
[CHART]
<Table>
<Caption>
ING INTERNATIONAL SMALLCAP
GROWTH FUND CLASS Q CITIGROUP EPAC EMI INDEX
8/31/95 $ 10,000 $ 10,000
10/31/95 $ 9,760 $ 9,790
10/31/96 $ 11,408 $ 10,969
10/31/97 $ 13,986 $ 10,468
10/31/98 $ 16,221 $ 10,585
10/31/99 $ 28,593 $ 12,494
10/31/2000 $ 36,581 $ 12,223
10/31/2001 $ 24,105 $ 9,881
10/31/2002 $ 20,311 $ 9,253
10/31/2003 $ 28,180 $ 13,419
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
--------------------------------------------
SINCE INCEPTION
OF CLASS Q
1 YEAR 5 YEAR 08/31/95
------ ------ --------
Class Q 38.74% 11.67% 13.52%
Citigroup EPAC EM Index 45.03% 4.86% 3.67%(1)
</Table>
Based on a $10,000 initial investment, the graph and table above illustrate the
total return of ING International SmallCap Growth Fund against the Citigroup
EPAC EM Index. The Index is unmanaged and has no cash in its portfolio, imposes
no sales charges and incurs no operating expenses. An investor cannot invest
directly in an index. The Fund's performance is shown both with and without the
imposition of sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Since inception performance for index is shown from 09/01/95.
PRINCIPAL RISK FACTOR(S): In exchange for higher growth potential, investing in
stocks of smaller companies may entail greater price volatility than investing
in larger companies. Price volatility and other risks accompany an investment in
growth-oriented foreign equities. Currency exchange rates, international,
political and economic conditions and other risks affect foreign securities.
Risks of foreign investing are generally intensified for investments in emerging
markets.
See accompanying index descriptions on page 16.
11
<Page>
ING INTERNATIONAL VALUE FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM: Brandes Investment Partners' Large Cap Investment
Committee, the Sub-Adviser.
GOAL: The ING International Value Fund (the "Fund") seeks long-term capital
appreciation by investing primarily in foreign companies with market
capitalizations greater than $1 billion, but it may hold up to 25% of its assets
in companies with smaller market capitalizations.
PERFORMANCE: For the twelve-month period ended October 31, 2003, the Fund's
Class Q shares provided a total return of 35.37% compared to the Morgan Stanley
Capital International Europe, Australia and Far East ("MSCI EAFE") Index, which
returned 27.57% for the same period.
PORTFOLIO SPECIFICS: Gains for holdings in the diversified telecom services and
commercial banking industries helped drive performance for the year ended
October 31, 2003. Banca Intesa (Italy - communications equipment - 2.0% of the
Fund), Telefonica (Spain - diversified telecom services - 2.6%), and Deutsche
Telekom (Germany - diversified telecom services - 2.6%) were among positions
contributing to performance. Holdings in the communications equipment and oil &
gas industries also tended to post gains.
On a country basis, holdings in Japan, Brazil, France, and Spain helped drive
performance. Positions from these countries posting gains included Eletrobras
(Brazil - electric utilities - 2.0%), Alcatel (France - communications equipment
- - 2.7%), Sumitomo Mitsui Financial Group (Japan - commercial banking - 1.8%),
and Repsol (Spain -oil & gas - 1.5%).
During the period, we sold positions such as Daiwa House (Japan - household
durables - 0.0%), HSBC Holdings (United Kingdom - commercial banking - 0.0%),
and Nortel Networks (Canada - communications equipment - 0.0%) as appreciation
pushed their market prices toward our estimates of their fair values.
New purchases included Ahold (Netherlands - food & staples retailing - 0.9%) and
Interbrew (Belgium - beverages - 1.0%). In addition, we took advantage of price
weakness and added to select existing holdings at prices that we consider
attractive.
MARKET OUTLOOK: As of October 31, 2003, the Fund's most significant weightings
lie in Japan and the United Kingdom, and in the diversified telecom services and
commercial banking industries.
While we offer no predictions regarding the short-term direction of
international equity markets, we note that share price volatility can create new
opportunities to purchase shares of strong companies at discounts to their
underlying values.
Accordingly, we continue our search for undervalued companies that offer both
long-term appreciation potential and an attractive margin of safety. We believe
the broader market will eventually recognize the fundamental strengths of such
companies, rewarding patient investors with favorable results over the long
term.
12
<Page>
Portfolio Managers' Report ING INTERNATIONAL VALUE FUND
[CHART]
<Table>
<Caption>
ING INTERNATIONAL VALUE FUND CLASS Q MSCI EAFE INDEX
1/24/2000 $ 10,000 $ 10,000
10/31/2000 $ 10,491 $ 9,212
10/31/2001 $ 8,832 $ 6,939
10/31/2002 $ 7,674 $ 6,042
10/31/2003 $ 10,389 $ 7,709
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS I OF CLASS Q
1 YEAR 06/18/01 01/24/00
------ -------- --------
Class I 35.58% 2.08% --
Class Q 35.37% -- 1.02%
MSCI EAFE Index 27.57% -0.85%(1) -6.71%(2)
</Table>
Based on a $10,000 initial investment, the graph and table above illustrate the
total return of ING International Value Fund against the MSCI EAFE Index. The
Index is unmanaged and has no cash in its portfolio, imposes no sales charges
and incurs no operating expenses. An investor cannot invest directly in an
index. The Fund's performance is shown both with and without the imposition of
sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Since inception performance for index is shown from 07/01/01.
(2) Since inception performance for index is shown from 02/01/00.
PRINCIPAL RISK FACTOR(S): In exchange for higher growth potential, investing in
stocks of smaller companies may entail greater price volatility than those of
larger companies. International investing does pose special risks not found in
investments that are solely domestic. The risks of foreign investing are
generally intensified for investing in emerging markets.
See accompanying index descriptions on page 16.
13
<Page>
ING WORLDWIDE GROWTH FUND Portfolio Managers' Report
PORTFOLIO MANAGEMENT TEAM:
DOMESTIC EQUITY COMPONENT: Managed by a team of investment professionals led by
James Vail, CFA, Senior Vice President and Portfolio Manager with Aeltus
Investment Management, Inc., the Sub-Adviser.
INTERNATIONAL COMPONENT: Managed by a team of investment professionals led by
Richard Saler and Philip Schwartz each a Senior Vice President and Director of
International Investment Strategy with Aeltus Investment Management, Inc., the
Sub-Adviser.
GOAL: The ING Worldwide Growth Fund (the "Fund") seeks maximum long-term capital
appreciation.
PERFORMANCE: For the year ended October 31, 2003, the Fund's Class Q shares
provided a total return of 19.74%, compared to the Morgan Stanley Capital
International ("MSCI") World Index, which returned 24.32% for the same period.
PORTFOLIO SPECIFICS, DOMESTIC: The period was characterized by positive investor
response to the generally declining interest rate environment, continued high
levels of consumer spending and a gradually improving domestic economy. During
the third quarter, slightly improved mid-year earnings reports indicated
confirmation of the positive trend, further encouraging investors to bid equity
prices higher. In the early months of the reporting period investors continued
their preference for value stocks over growth names, to the point where relative
valuations, in terms of price-to-earnings ratios, of many slow growing and even
unprofitable companies rose to levels usually associated only with successful,
faster growing growth names. As the period unfolded, however, investors
perceived that actual growth in earnings and shareholder equity had begun to
accelerate, and the two styles produced virtually identical performance. Since
the domestic portion of the Fund seeks genuine growth opportunities selling at
attractive valuations, this shift in market leadership was beneficial to
performance.
The domestic portion of the Fund benefited from its holdings in Tyco, Yahoo and
JP Morgan Chase, and not holding Johnson & Johnson, which underperformed.
Performance was held back somewhat by our under-ownership of semiconductor
stocks, exemplified by Intel, which were among the market leaders.
PORTFOLIO SPECIFICS, INTERNATIONAL: Over the last year the Fund was repositioned
in anticipation of an improving economy. Stock selection was the primary reason
for the fund's weak relative performance, and choices among economic sectors
were less significant. Cash holdings muted gains relative to the MSCI Europe,
Australia and Far East ("EAFE") Index, but were somewhat offset by an
underweight in health care, which underperformed. Information technology was a
strong performer, and the Fund's weighting was in line with the MSCI EAFE Index.
Stock selection suffered because the Fund favored financially strong companies
at a time when financially challenged companies and small cap stocks were the
market leaders. Stock selection was an adverse factor in materials, consumer
discretionary and consumer staples stocks. Stock selection in financials and
energy helped relative performance.
Individually, Australian insurer QBE made the biggest positive contribution,
benefiting from strong pricing and cost controls. Other strong performers
included generic drug maker Teva Pharmaceutical, and Japanese semiconductor
equipment maker Tokyo Electron. Hurting performance was Sony, following a
surprise earnings shortfall. Other negative performers were Japanese food
retailer Ito-Yokado and UK publisher Pearson.
MARKET OUTLOOK, DOMESTIC: We continue to believe the fiscal, monetary and
macro-economic stimuli should be positive for domestic equity markets over the
intermediate term. Third quarter preliminary Gross Domestic Product ("GDP")
growth of 7.2% reflects a temporary burst of growth, and although unsustainable
at that high level, suggests potential for corporate profit growth over the next
several quarters. Moreover, representatives of corporate management in recent
interviews have expressed guarded optimism with respect to the outlook for near
term business conditions.
On balance, we believe the domestic holdings are well positioned for the
economic and market environment we anticipate over the near to intermediate
term. Nevertheless, we continue to search for attractive opportunities which
offer above average growth that is not fully reflected in current share prices.
MARKET OUTLOOK, INTERNATIONAL: The investment landscape has changed dramatically
from last year. Global economic activity has clearly improved as evidenced by
strong GDP numbers in the U.S. and China. Australian and UK central banks are
already raising interest rates. Investors must weigh the possibility of
continued economic growth against less attractive stock prices and the potential
for disappointment in 2004. Although rates may have begun an upward trend, it is
expected the major central banks will be slow to adopt a tighter monetary
policy. Of greater concern is the risk of slowing U.S. growth, as the effects of
lower interest rates and tax cuts are largely played out. The managers see
continued opportunities in emerging markets, and particularly in Asia. Defensive
sectors such as food and beverage are also looking more attractive after a
lengthy period of underperformance. In Japan, our focus remains on companies
that are restructuring to improve profitability. We remain skeptical of Japan's
ability to sustain economic growth. In Europe, we find mixed opportunities,
where the strong Euro and structural rigidities continue to plague the region.
Some structural reform is, however, slowly taking place in Germany. Europe is
likely to continue to experience slow growth. We will continue to seek
attractively valued stocks and sectors together with improving fundamentals.
14
<Page>
Portfolio Managers' Report ING WORLDWIDE GROWTH FUND
[CHART]
<Table>
<Caption>
ING WORLDWIDE FUND CLASS Q MSCI WORLD INDEX
8/31/95 $ 10,000 $ 10,000
10/31/95 $ 9,904 $ 10,133
10/31/96 $ 11,384 $ 11,839
10/31/97 $ 13,920 $ 13,881
10/31/98 $ 15,832 $ 16,058
10/31/99 $ 26,112 $ 20,126
10/31/2000 $ 30,062 $ 20,406
10/31/2001 $ 18,465 $ 15,255
10/31/2002 $ 14,818 $ 13,043
10/31/2003 $ 17,742 $ 16,216
</Table>
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED OCTOBER 31, 2003
--------------------------------------------
SINCE INCEPTION
OF CLASS Q
1 YEAR 5 YEAR 08/31/95
------ ------ --------
Class Q 19.74% 2.30% 7.27%
MSCI World Index 24.32% 0.20% 6.10%(1)
</Table>
Based on a $10,000 initial investment, the graph and table above illustrate the
total return of ING Worldwide Growth Fund against the MSCI World Index. The
Index is unmanaged and has no cash in its portfolio, imposes no sales charges
and incurs no operating expenses. An investor cannot invest directly in an
index. The Fund's performance is shown both with and without the imposition of
sales charges.
The performance table and graph do not reflect the deduction of taxes that a
shareholder will pay on Fund distributions or the redemption of Fund shares.
Total returns reflect the fact that the Investment Manager has waived certain
fees and expenses otherwise payable by the Fund. Total returns would have been
lower had there been no waiver to the Fund.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF FUTURE
RESULTS. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN INVESTMENT IN THE FUND WILL
FLUCTUATE. SHARES, WHEN SOLD, MAY BE WORTH MORE OR LESS THAN THEIR ORIGINAL
COST.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Since inception performance for index is shown from 09/01/95.
PRINCIPAL RISK FACTOR(S): Price volatility and other risks that accompany an
investment in growth-oriented foreign equities. Sensitivity to currency exhange
rates, international, political and economic conditions and other risks that
affect foreign securities. The Fund may also invest in small and medium sized
companies, which may be more susceptible to price volatility than larger
companies. Risks of foreign investing are generally intensified for investments
in emerging markets.
See accompanying index descriptions on page 16.
15
<Page>
INDEX DESCRIPTIONS
The CITIGROUP EPAC EM INDEX (formerly known as Salomon EPAC EM Index) is an
unmanaged index that measures the performance of securities of
smaller-capitalization companies in 22 countries excluding the U.S. and Canada.
The MSCI EAFE INDEX is an unmanaged index that measures the performance of
securities listed on exchanges in markets in Europe, Australia and the Far East.
The MSCI EMF INDEX is an unmanaged index that measures the performance of
securities listed on exchanges in developing nations throughout the world.
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.
The MSCI JAPAN INDEX is a free float-adjusted market capitalization index that
is designed to measure developed market equity performance in Japan.
The MSCI UK INDEX is a free float-adjusted market capitalization index that is
designed to measure developed market equity performance in the UK.
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.
The S&P 500 INDEX is an unmanaged index that measures the performance of
securities of approximately 500 large-capitalization U.S. companies whose
securities are traded on major U.S. stock markets.
All indices are unmanaged.
An investor cannot invest directly in an index.
16
<Page>
INDEPENDENT AUDITORS'REPORT
Shareholders and Board of Trustees
of ING Mutual Funds and ING Mayflower Trust
We have audited the accompanying statements of assets and liabilities, including
the portfolios of investments, of ING Emerging Countries Fund, ING Foreign Fund,
ING International Fund, ING International SmallCap Growth Fund, and ING
Worldwide Growth Fund, each a series of ING Mutual Funds, and ING International
Value Fund, a series of ING Mayflower Trust (collectively the "Funds"), as of
October 31, 2003, and the related statements of operations, statements of
changes in net assets, and the financial highlights for the year or period then
ended. These financial statements and financial highlights are the
responsibility of the Funds' management. Our responsibility is to express an
opinion on these financial statements and financial highlights based on our
audits. The statements of changes in net assets for the year ended October 31,
2002 and the financial highlights for each of the years or periods in the
four-year period then ended for ING Emerging Countries Fund, ING International
Fund, ING International SmallCap Growth Fund, ING Worldwide Growth Fund and ING
International Value Fund were audited by other auditors whose report dated
December 17, 2002 expressed an unqualified opinion on those financial statements
and financial highlights.
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 our 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 October 31, 2003 by correspondence with the custodian and
brokers, or by 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
above mentioned series of ING Mutual Funds and ING Mayflower Trust as of October
31, 2003, the results of their operations, changes in their net assets, and
financial highlights for the year or period then ended in conformity with
accounting principles generally accepted in the United States of America.
/s/ KPMG LLP
Boston, Massachusetts
December 19, 2003
17
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of October 31, 2003
<Table>
<Caption>
ING
EMERGING ING ING
COUNTRIES FOREIGN INTERNATIONAL
FUND FUND FUND
---- ---- ----
ASSETS:
Investments in securities, at value* $ 114,702,124 $ 12,114,621 $ 85,101,180
Cash 1,080,743 3,245,153 8,930,214
Foreign currencies at value** 2,050,808 116,005 --
Receivables:
Investment securities sold 167,057 84,266 632,655
Fund shares sold 804,495 920,544 2,619,352
Dividends and interest 368,761 5,249 321,248
Prepaid expenses 42,304 102,050 19,288
Reimbursement due from manager 5,138 62,723 --
--------------- --------------- ---------------
Total assets 119,221,430 16,650,611 97,623,937
--------------- --------------- ---------------
LIABILITIES:
Payable for investment securities purchased 345,287 2,430,635 --
Payable for fund shares redeemed 311,522 -- 93,954
Payable to affiliates 182,076 14,698 141,293
Payable for trustee fees 113,510 332 59,332
Other accrued expenses and liabilities 452,206 52,292 180,585
--------------- --------------- ---------------
Total liabilities 1,404,601 2,497,957 475,164
--------------- --------------- ---------------
NET ASSETS $ 117,816,829 $ 14,152,654 $ 97,148,773
=============== =============== ===============
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 254,838,663 $ 13,609,027 $ 124,321,843
Undistributed net investment income 436,002 45,112 142,522
Accumulated net realized gain (loss)
on investments and foreign currencies (net of
estimated India tax of $132,836, $0, $0) (173,258,233) 24,431 (37,854,307)
Net unrealized appreciation
of investments and foreign currencies 35,800,397 474,084 10,538,715
--------------- --------------- ---------------
NET ASSETS $ 117,816,829 $ 14,152,654 $ 97,148,773
=============== =============== ===============
* Cost of investments in securities $ 78,882,972 $ 11,664,262 $ 74,578,750
** Cost of foreign currencies $ 1,934,239 $ 115,922 $ --
</Table>
See Accompanying Notes to Financial Statements
18
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of October 31, 2003 (Continued)
<Table>
<Caption>
ING
EMERGING ING ING
COUNTRIES FOREIGN INTERNATIONAL
FUND FUND FUND
---- ---- ----
CLASS A:
Net assets $ 71,952,730 $ 6,598,135 $ 43,820,696
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00
Shares outstanding 4,153,315 599,075 5,165,787
Net asset value and redemption price
per share $ 17.32 $ 11.01 $ 8.48
Maximum offering price per share (5.75%)(1) $ 18.38 $ 11.68 $ 9.00
CLASS B:
Net assets $ 16,425,176 $ 1,344,467 $ 12,465,985
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00
Shares outstanding 957,861 122,298 1,515,803
Net asset value and redemption
price per share(2) $ 17.15 $ 10.99 $ 8.22
Maximum offering price per share $ 17.15 $ 10.99 $ 8.22
CLASS C:
Net assets $ 10,033,489 $ 5,601,055 $ 14,525,705
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00
Shares outstanding 614,921 508,701 1,766,112
Net asset value and redemption price
per share(2) $ 16.32 $ 11.01 $ 8.22
Maximum offering price per share $ 16.32 $ 11.01 $ 8.22
CLASS I:
Net assets n/a $ 187,804 $ 11,581,291
Shares authorized n/a unlimited unlimited
Par value n/a $ 0.00 $ 0.00
Shares outstanding n/a $ 16,997 1,370,759
Net asset value and redemption price
per share n/a $ 11.05 $ 8.45
Maximum offering price per share n/a $ 11.05 $ 8.45
CLASS M:
Net assets $ 1,237,499 n/a n/a
Shares authorized unlimited n/a n/a
Par value $ 0.00 n/a n/a
Shares outstanding 72,270 n/a n/a
Net asset value and redemption price
per share $ 17.12 n/a n/a
Maximum offering price per share (3.50%)(3) $ 17.74 n/a n/a
CLASS Q:
Net assets $ 18,167,935 $ 421,193 $ 14,755,096
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00
Shares outstanding 1,015,708 38,209 1,749,736
Net asset value and redemption price
per share $ 17.89 $ 11.02 $ 8.43
Maximum offering price per share $ 17.89 $ 11.02 $ 8.43
</Table>
- ----------
(1) Maximum offering price is computed at 100/94.25 of net asset value. On
purchases of $50,000 or more, the offering price is reduced.
(2) Redemption price per share may be reduced for any applicable contingent
deferred sales charge.
(3) Maximum offering price is computed at 100/96.50 of net asset value. On
purchases of $50,000 or more, the offering price is reduced.
See Accompanying Notes to Financial Statements
19
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of October 31, 2003
<Table>
<Caption>
ING
INTERNATIONAL ING ING
SMALLCAP INTERNATIONAL WORLDWIDE
GROWTH VALUE GROWTH
FUND FUND FUND
---- ---- ----
ASSETS:
Investments in securities, at value* $ 326,863,374 $ 3,140,822,386 $ 137,032,648
Cash 12,748,262 59,949,355 7,420,807
Foreign currencies at value** 175,035 117,057 4,178
Receivables:
Investment securities sold -- -- 514,498
Fund shares sold 1,979,751 4,228,268 34,264
Dividends and interest 1,110,623 11,053,094 484,345
Other 143,936 -- --
Prepaid expenses 37,695 33,352 19,665
Reimbursement due from manager -- -- 44,547
--------------- --------------- ---------------
Total assets 343,058,676 3,216,203,512 145,554,952
--------------- --------------- ---------------
LIABILITIES:
Payable for investment securities purchased -- -- --
Payable for fund shares redeemed 543,076 6,072,684 679,626
Payable to affiliates 464,350 4,446,900 224,576
Payable for trustee fees 3,598 11,013 55,542
Other accrued expenses and liabilities 532,861 3,008,385 329,607
--------------- --------------- ---------------
Total liabilities 1,543,885 13,538,982 1,289,351
--------------- --------------- ---------------
NET ASSETS $ 341,514,791 $ 3,202,664,530 $ 144,265,601
=============== =============== ===============
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 497,144,222 $ 3,377,014,711 $ 355,587,392
Undistributed net investment income 58,428 15,253,443 --
Accumulated net realized loss
on investments and foreign currencies (239,679,421) (100,519,184) (236,099,324)
Net unrealized appreciation (depreciation) of
investments and foreign currencies 83,991,562 (89,084,440) 24,777,533
--------------- --------------- ---------------
NET ASSETS $ 341,514,791 $ 3,202,664,530 $ 144,265,601
=============== =============== ===============
* Cost of investments in securities $ 242,915,227 $ 3,230,842,178 $ 112,301,140
** Cost of foreign currencies $ 175,216 $ 117,681 $ 4,200
</Table>
See Accompanying Notes to Financial Statements
20
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of October 31, 2003 (Continued)
<Table>
<Caption>
ING
INTERNATIONAL ING ING
SMALLCAP INTERNATIONAL WORLDWIDE
GROWTH VALUE GROWTH
FUND FUND FUND
---- ---- ----
CLASS A:
Net assets $ 150,042,733 $ 1,641,943,185 $ 56,876,841
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.01 $ 0.00
Shares outstanding 5,914,440 119,793,591 3,854,392
Net asset value and redemption price
per share $ 25.37 $ 13.71 $ 14.76
Maximum offering price per share (5.75%)(1) $ 26.92 $ 14.55 $ 15.66
CLASS B:
Net assets $ 62,104,325 $ 420,651,370 $ 35,458,976
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.01 $ 0.00
Shares outstanding 2,349,763 31,271,787 2,189,930
Net asset value and redemption price
per share(2) $ 26.43 $ 13.45 $ 16.19
Maximum offering price per share $ 26.43 $ 13.45 $ 16.19
CLASS C:
Net assets $ 50,227,490 $ 628,704,062 $ 45,475,707
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.01 $ 0.00
Shares outstanding 2,072,898 46,844,402 3,156,450
Net asset value and redemption price
per share(2) $ 24.23 $ 13.42 $ 14.41
Maximum offering price per share $ 24.23 $ 13.42 $ 14.41
CLASS I:
Net assets n/a $ 482,046,661 n/a
Shares authorized n/a unlimited n/a
Par value n/a $ 0.01 n/a
Shares outstanding n/a 35,071,815 n/a
Net asset value and redemption price
per share n/a $ 13.74 n/a
Maximum offering price per share n/a $ 13.74 n/a
CLASS Q:
Net assets $ 79,140,243 $ 29,319,252 $ 6,454,077
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.01 $ 0.00
Shares outstanding 2,919,648 2,134,727 375,981
Net asset value and redemption price
per share $ 27.11 $ 13.73 $ 17.17
Maximum offering price per share $ 27.11 $ 13.73 $ 17.17
</Table>
- ----------
(1) Maximum offering price is computed at 100/94.25 of net asset value. On
purchases of $50,000 or more, the offering price is reduced.
(2) Redemption price per share may be reduced for any applicable contingent
deferred sales charge.
See Accompanying Notes to Financial Statements
21
<Page>
STATEMENTS OF OPERATIONS
<Table>
<Caption>
ING ING
EMERGING ING ING INTERNATIONAL
COUNTRIES FOREIGN INTERNATIONAL SMALLCAP GROWTH
FUND FUND(1) FUND FUND
--------------- --------------- --------------- ---------------
YEAR ENDED PERIOD ENDED YEAR ENDED YEAR ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2003 2003 2003
---- ---- ---- ----
INVESTMENT INCOME:
Dividends (net of foreign taxes)* $ 2,691,883 $ 10,476 $ 1,967,883 $ 5,478,161
Interest 18,135 -- 42,867 84,366
Other 1,674 -- 1,387 1,411
Securities loaned income 10,235 -- 31,443 214,335
--------------- --------------- --------------- ---------------
Total investment income 2,721,927 10,476 2,043,580 5,778,273
--------------- --------------- --------------- ---------------
EXPENSES:
Investment management fees 1,361,309 17,306 810,521 2,988,646
Distribution and service fees:
Class A 222,736 2,306 94,606 454,427
Class B 147,006 1,347 107,627 524,648
Class C 90,335 5,567 130,899 446,047
Class M 8,196 -- -- --
Class Q 51,098 268 25,836 179,897
Transfer agent fees:
Class A 157,338 1,937 108,230 371,176
Class B 36,386 283 30,782 149,839
Class C 22,359 1,169 37,437 127,265
Class I -- 11 631 --
Class M 2,701 -- -- --
Class Q 4,059 118 724 24,046
Administrative service fees 108,905 1,731 81,052 298,865
Custody and accounting expense 232,875 2,606 77,317 306,896
Shareholder reporting expense 82,767 1,038 32,453 150,346
Registration fees 90,870 1,876 66,534 86,229
Professional fees 15,785 1,557 5,256 32,133
Trustee fees 5,265 346 2,398 17,380
Insurance expense 3,039 -- 1,716 8,151
Miscellaneous expense 24,067 346 3,802 11,308
Offering expense -- 59,486 -- --
Organizational fees -- 10,000 -- --
--------------- --------------- --------------- ---------------
2,667,096 109,298 1,617,821 6,177,299
--------------- --------------- --------------- ---------------
Less:
Net waived and reimbursed (recouped) fees 108,786 70,612 12,984 (30,000)
--------------- --------------- --------------- ---------------
Total expenses 2,558,310 38,686 1,604,837 6,207,299
--------------- --------------- --------------- ---------------
Net investment income (loss) 163,617 (28,210) 438,743 (429,026)
--------------- --------------- --------------- ---------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on investments 7,443,756 24,431 (1,986,957) 1,755,056
Net realized gain (loss) on foreign currencies (143,349) 17,965 (38,840) (1,065,287)
Net change in unrealized appreciation
(depreciation) of investments and
foreign currencies (net of estimated India tax
of $132,836, $0, $0, $0) 30,374,658 474,084 17,051,753 102,597,770
--------------- --------------- --------------- ---------------
Net realized and unrealized gain on
investments and foreign currencies 37,675,065 516,480 15,025,956 103,287,539
--------------- --------------- --------------- ---------------
INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 37,838,682 $ 488,270 $ 15,464,699 $ 102,858,513
=============== =============== =============== ===============
</Table>
- ----------
<Table>
* Foreign taxes $ 330,045 $ 1,215 $ 225,485 $ 743,581
</Table>
(1) Fund commenced operations on July 1, 2003.
See Accompanying Notes to Financial Statements
22
<Page>
STATEMENTS OF OPERATIONS for the Year Ended October 31, 2003
<Table>
<Caption>
ING ING
INTERNATIONAL WORLDWIDE
VALUE GROWTH
FUND FUND
--------------- ---------------
INVESTMENT INCOME:
Dividends (net of foreign taxes)* $ 64,119,510 $ 2,249,058
Interest 189,404 37,442
Other 13,878 1,998
Securities loaned income 1,107,870 22,196
--------------- ---------------
Total investment income 65,430,662 2,310,694
--------------- ---------------
EXPENSES:
Investment management fees 27,273,090 1,541,226
Distribution and service fees:
Class A 4,113,748 222,651
Class B 3,709,113 355,096
Class C 5,583,025 461,144
Class Q 68,051 22,210
Transfer agent fees:
Class A 2,077,997 178,757
Class B 565,365 99,782
Class C 850,800 129,581
Class I 6,102 --
Class Q 574 8,351
Administrative service fees 4,285,739 154,123
Custody and accounting expense 1,271,973 118,522
Shareholder reporting expense 1,383,166 81,661
Registration fees 176,268 63,889
Professional fees 411,702 22,545
Trustee fees 116,262 7,784
Insurance expense -- 4,942
Miscellaneous expense 116,709 6,753
--------------- ---------------
Less:
Net waived and reimbursed fees -- 122,064
--------------- ---------------
Total expenses 52,009,684 3,356,953
--------------- ---------------
Net investment income (loss) 13,420,978 (1,046,259)
--------------- ---------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS AND FOREIGN CURRENCIES:
Net realized loss on investments (98,526,506) (571,599)
Net realized loss on foreign currencies (165,164) (68,995)
Net change in unrealized appreciation (depreciation) o f
investments and foreign currencies 925,896,407 27,582,974
--------------- ---------------
Net realized and unrealized gain on investments
and foreign currencies 827,204,737 26,942,380
--------------- ---------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 840,625,715 $ 25,896,121
=============== ===============
</Table>
- ----------
<Table>
* Foreign taxes $ 8,984,162 $ 212,935
</Table>
See Accompanying Notes to Financial Statements
23
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
ING ING
EMERGING COUNTRIES FOREIGN
FUND FUND
---------------------------------- ---------------
YEAR YEAR PERIOD
ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003(1)
---- ---- -------
FROM OPERATIONS:
Net investment income (loss) $ 163,617 $ (834,118) $ (28,210)
Net realized gain (loss) on investments
and foreign currencies 7,300,407 (21,740,055) 42,396
Net change in unrealized appreciation
(depreciation) of investments and
foreign currencies 30,374,658 32,027,083 474,084
--------------- --------------- ---------------
Increase (decrease) in net assets resulting
from operations 37,838,682 9,452,910 488,270
--------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income
Class A -- (1,786) --
Class B -- -- --
Class C -- -- --
Class I -- -- --
Class Q -- (1,105) --
--------------- --------------- ---------------
Total distributions -- (2,891) --
--------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 388,617,983 216,145,026 15,069,369
Dividends reinvested -- 2,537 --
Redemption fee proceeds -- -- --
Net assets received in connection
with reorganization (Note 13) -- 10,040,276 --
--------------- --------------- ---------------
388,617,983 226,187,839 15,069,369
Cost of shares redeemed (417,627,995) (248,063,246) (1,404,985)
--------------- --------------- ---------------
Net increase (decrease) in net assets
resulting from capital share transactions (29,010,012) (21,875,407) 13,664,384
--------------- --------------- ---------------
Net increase (decrease) in net assets 8,828,670 (12,425,388) 14,152,654
NET ASSETS:
Net assets, beginning of period 108,988,159 121,413,547 --
--------------- --------------- ---------------
Net assets, end of period $ 117,816,829 $ 108,988,159 $ 14,152,654
=============== =============== ===============
Undistributed net investment income $ 436,002 $ -- $ 45,112
=============== =============== ===============
<Caption>
ING
INTERNATIONAL
FUND
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
FROM OPERATIONS:
Net investment income (loss) $ 438,743 $ (217,920)
Net realized gain (loss) on investments
and foreign currencies (2,025,797) (10,118,464)
Net change in unrealized appreciation
(depreciation) of investments and
foreign currencies 17,051,753 (2,700,015)
--------------- ---------------
Increase (decrease) in net assets resulting
from operations 15,464,699 (13,036,399)
--------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income
Class A (168,249) --
Class B -- --
Class C (1,612) --
Class I (50,182) --
Class Q (45,138) --
--------------- ---------------
Total distributions (265,181) --
--------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 167,030,077 102,371,057
Dividends reinvested 197,605 --
Redemption fee proceeds 306,800 132,507
Net assets received in connection
with reorganization (Note 13) -- 37,276,905
--------------- ---------------
167,534,482 139,780,469
Cost of shares redeemed (164,862,362) (88,437,578)
--------------- ---------------
Net increase (decrease) in net assets
resulting from capital share transactions 2,672,120 51,342,891
--------------- ---------------
Net increase (decrease) in net assets 17,871,638 38,306,492
NET ASSETS:
Net assets, beginning of period 79,277,135 40,970,643
--------------- ---------------
Net assets, end of period $ 97,148,773 $ 79,277,135
=============== ===============
Undistributed net investment income $ 142,522 $ --
=============== ===============
</Table>
- ----------
(1) Fund commenced operations on July 1, 2003.
See Accompanying Notes to Financial Statements
24
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
ING
INTERNATIONAL ING
SMALLCAP INTERNATIONAL
GROWTH FUND VALUE FUND
---------------------------------- ----------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
FROM OPERATIONS:
Net investment income (loss) $ (429,026) $ (1,729,234) $ 13,420,978 $ 11,052,808
Net realized gain (loss) on investments
and foreign currencies 689,769 (53,391,247) (98,691,670) 52,071,566
Net change in unrealized appreciation
(depreciation) of investments and foreign
currencies 102,597,770 1,153,419 925,896,407 (564,489,564)
--------------- --------------- --------------- ---------------
Increase (decrease) in net assets resulting
from operations 102,858,513 (53,967,062) 840,625,715 (501,365,190)
--------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income
Class A -- -- (6,749,895) (9,049,951)
Class B -- -- -- (97,412)
Class C -- -- -- (119,172)
Class I -- -- (3,415,778) (2,526,944)
Class Q -- -- (275,730) (250,541)
Net realized gain on investments
Class A -- -- (26,207,763) (25,504,406)
Class B -- -- (7,376,884) (8,951,514)
Class C -- -- (11,254,215) (12,776,248)
Class I -- -- (7,198,805) (4,759,757)
Class Q -- -- (571,558) (784,233)
--------------- --------------- --------------- ---------------
Total distributions -- -- (63,050,628) (64,820,178)
--------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 793,290,634 814,783,487 381,124,093 2,229,434,327
Dividends reinvested -- -- 47,901,712 48,205,060
--------------- --------------- --------------- ---------------
793,290,634 814,783,487 429,025,805 2,277,639,387
Cost of shares redeemed (847,606,966) (856,597,344) (712,137,091) (1,485,994,863)
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets
resulting from capital share transactions (54,316,332) (41,813,857) (283,111,286) 791,644,524
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets 48,542,181 (95,780,919) 494,463,801 225,459,156
NET ASSETS:
Net assets, beginning of year 292,972,610 388,753,529 2,708,200,729 2,482,741,573
--------------- --------------- --------------- ---------------
Net assets, end of year $ 341,514,791 $ 292,972,610 $ 3,202,664,530 $ 2,708,200,729
=============== =============== =============== ===============
Undistributed net investment income
(accumulated net investment loss) $ 58,428 $ (253,833) $ 15,253,443 $ 10,440,192
=============== =============== =============== ===============
</Table>
See Accompanying Notes to Financial Statements
25
<Page>
STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
ING
WORLDWIDE
GROWTH FUND
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
FROM OPERATIONS:
Net investment loss $ (1,046,259) $ (3,001,356)
Net realized loss on investments and foreign currencies (640,594) (74,277,585)
Net change in unrealized appreciation (depreciation)
of investments and foreign currencies 27,582,974 31,285,489
--------------- ---------------
Increase (decrease) in net assets resulting from operations 25,896,121 (45,993,452)
--------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 297,182,498 188,403,422
--------------- ---------------
297,182,498 188,403,422
Cost of shares redeemed (346,955,366) (300,460,131)
--------------- ---------------
Net increase (decrease) in net assets resulting
from capital share transactions (49,772,868) (112,056,709)
--------------- ---------------
Net increase (decrease) in net assets (23,876,747) (158,050,161)
NET ASSETS:
Net assets, beginning of period 168,142,348 326,192,509
--------------- ---------------
Net assets, end of period $ 144,265,601 $ 168,142,348
=============== ===============
Undistributed net investment income $ -- $ --
=============== ===============
</Table>
See Accompanying Notes to Financial Statements
26
<Page>
ING EMERGING COUNTRIES FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS Q
--------------------------------------------
YEAR ENDED OCTOBER 31,
--------------------------------------------
2003 2002 2001
- ------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.80 12.26 16.81
Income (loss) from investment operations:
Net investment income (loss) $ 0.12 (0.14) 0.09
Net realized and unrealized gain (loss)
on investments $ 4.97 0.68 (4.64)
Total from investment operations $ 5.09 0.54 (4.55)
Less distributions from:
Net investment income $ -- 0.00* --
Total distributions $ -- 0.00* --
Net asset value, end of period $ 17.89 12.80 12.26
TOTAL RETURN(4) % 39.77 4.41 (27.01)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 18,168 21,132 26,783
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 1.93 2.00 1.97
Gross expenses prior to expense
reimbursement(recoupment)(5) % 2.03 1.94 1.98
Net investment income (loss) after expense
reimbursement(recoupment)(5)(6) % 0.59 (0.24) 0.42
Portfolio turnover rate % 135 124 74
<Caption>
CLASS Q
------------------------------------------------------------
FOUR MONTHS YEAR THREE YEAR
ENDED ENDED MONTHS ENDED
OCTOBER 31, JUNE 30, JUNE 30, MARCH 31,
2000(1)(2) 2000 1999(3) 1999
- ----------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 20.74 17.20 13.79 17.76
Income (loss) from investment operations:
Net investment income (loss) $ (0.27) (0.16) (0.04) (0.01)
Net realized and unrealized gain (loss)
on investments $ (3.66) 3.70 3.45 (3.78)
Total from investment operations $ (3.93) 3.54 3.41 (3.79)
Less distributions from:
Net investment income $ -- -- -- 0.18
Total distributions $ -- -- -- 0.18
Net asset value, end of period $ 16.81 20.74 17.20 13.79
TOTAL RETURN(4) % (18.95) 20.58 24.73 (21.42)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 88,894 119,251 79,130 53,125
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 2.13 2.09 1.90 1.94
Gross expenses prior to expense
reimbursement(recoupment)(5) % 2.28 2.24 2.43 2.23
Net investment income (loss) after expense
reimbursement(recoupment)(5)(6) % (1.21) (1.05) (1.07) (0.01)
Portfolio turnover rate % 94 211 67 213
</Table>
(1) Effective October 1, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund replacing Nicholas-Applegate Capital Management.
(2) The Fund changed its fiscal year-end from June 30 to October 31.
(3) Effective May 24, 1999, ING Investments, LLC became the Investment Manager
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to
June 30.
(4) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value. Total return for less than
one year is not annualized.
(5) Annualized for periods less that one year.
(6) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary (expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
27
<Page>
ING FOREIGN FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS I CLASS Q
--------------- ---------------
SEPTEMBER 10, JULY 11,
2003(1) TO 2003(1) TO
OCTOBER 31, OCTOBER 31,
2003 2003
- ------------------------------------------------------------------------------------------- ---------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.63 10.13
Income (loss) from investment operations:
Net investment loss $ 0.00* (0.00)*
Net realized and unrealized gain
on investments $ 0.42 0.89
Total from investment operations $ 0.42 0.89
Less distributions from:
Net investment income $ -- --
Net realized gain on investments $ -- --
Total distributions $ -- --
Net asset value, end of period $ 11.05 11.02
TOTAL RETURN(2) % 3.95 8.79
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 188 421
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 1.43 1.85
Gross expenses prior to and expense reimbursement(3) % 5.51 5.93
Net investment loss after proceeds and expense reimbursement(3)(4) % 0.21 (0.17)
Portfolio turnover rate % 50 50
</Table>
(1) Commencement of operations of class.
(2) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value. Total return for less than
one year is not annualized.
(3) Annualized for periods less than one year.
(4) The Investment Adviser has agreed to limit expenses, (excluding, interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
28
<Page>
ING INTERNATIONAL FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS I CLASS Q
----------------------- -------------------------------------
YEAR JANUARY 15, YEAR YEAR FEBRUARY 26,
ENDED 2002 TO ENDED ENDED 2001 TO
OCT. 31, OCT. 31, OCT. 31, OCT. 31, OCT. 31,
2003 2002(1) 2003 2002 2001(1)
- ------------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 7.06 8.25 7.04 8.10 9.89
Income (loss) from investment operations:
Net investment income (loss) $ 0.10 0.05 0.07 (0.03) (0.02)
Net realized and unrealized gain (loss) on investments $ 1.34 (1.24) 1.37 (1.03) (1.77)
Total from investment operations $ 1.44 (1.19) 1.44 (1.06) (1.79)
Less distributions from:
Net investment income $ 0.05 -- 0.05 -- --
Total distributions $ 0.05 -- 0.05 -- --
Net asset value, end of period $ 8.45 7.06 8.43 7.04 8.10
TOTAL RETURN(2) % 20.53 (14.42) 20.51 (13.09) (18.10)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 11,582 6,384 14,755 6,949 7
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 1.33 1.48 1.59 1.61 2.27
Gross expenses prior to expense reimbursement(3) % 1.34 1.53 1.59 1.70 2.27
Net investment income (loss) after expense reimbursement(3)(4) % 1.29 0.72 0.91 (0.08) (0.24)
Portfolio turnover rate % 100 126 100 126 169
</Table>
(1) Commencement of operations of class.
(2) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value. Total return for less than
one year is not annualized.
(3) Annualized for periods less than one year.
(4) The Investment Adviser has agreed to limit expenses, (excluding, interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years.
See Accompanying Notes to Financial Statements
29
<Page>
ING INTERNATIONAL SMALLCAP GROWTH FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS Q
-------------------------------------
YEAR ENDED OCTOBER 31,
-------------------------------------
2003 2002 2001
- -----------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 19.54 23.19 38.18
Income (loss) from investment operations:
Net investment income (loss) $ 0.21 0.04 0.00*
Net realized and unrealized gain (loss)
on investments $ 7.36 (3.69) (12.12)
Total from investment operations $ 7.57 (3.65) (12.12)
Less distributions from:
Net investment income $ -- -- 0.24
Net realized gains on investments $ -- -- 2.63
Total distributions $ -- -- 2.87
Net asset value, end of period $ 27.11 19.54 23.19
TOTAL RETURN(3) % 38.74 (15.74) (34.11)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 79,140 70,404 91,089
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(4)(5) % 1.59 1.55 1.50
Gross expenses prior to expense
reimbursement(recoupment)(4) % 1.58 1.59 1.50
Net investment income (loss) after expense
reimbursement(recoupment)(4)(5) % 0.35 0.07 0.04
Portfolio turnover rate % 114 149 143
<Caption>
CLASS Q
-----------------------------------------------------
FOUR MONTHS YEAR THREE YEAR
ENDED ENDED MONTHS ENDED
OCTOBER 31, JUNE 30, JUNE 30, MARCH 31,
2000(1) 2000 1999(2) 1999
- ---------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 43.30 25.16 22.23 19.18
Income (loss) from investment operations:
Net investment income (loss) $ (0.09) (0.21) (0.03) (0.02)
Net realized and unrealized gain (loss)
on investments $ (5.03) 20.53 2.96 3.36
Total from investment operations $ (5.12) 20.32 2.93 3.34
Less distributions from:
Net investment income $ -- -- -- 0.09
Net realized gains on investments $ -- 2.18 -- 0.20
Total distributions $ -- 2.18 -- 0.29
Net asset value, end of period $ 38.18 43.30 25.16 22.23
TOTAL RETURN(3) % 11.82 82.99 13.18 17.61
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 164,719 163,843 42,881 32,819
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(4)(5) % 1.58 1.57 1.65 1.65
Gross expenses prior to expense
reimbursement(recoupment)(4) % 1.58 1.57 1.67 1.80
Net investment income (loss) after expense
reimbursement(recoupment)(4)(5) % (0.71) (0.66) (0.50) (0.50)
Portfolio turnover rate % 56 164 44 146
</Table>
(1) The Fund changed its fiscal year-end from June 30 to October 31.
(2) Effective May 24, 1999, ING Investments, LLC became the Investment Adviser
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to to June
30.
(3) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value. Total return for less than
one year is not annualized.
(4) Annualized for periods less that one year.
(5) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary (expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
30
<Page>
ING INTERNATIONAL VALUE FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS I
-------------------------------------
YEAR YEAR JUNE 18,
ENDED ENDED 2001 TO
OCT. 31, OCT. 31, OCT. 31,
2003 2002 2001(1)
- ---------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.43 12.35 13.89
Income (loss) from investment operations:
Net investment income $ 0.13 0.16 0.02
Net realized and unrealized gain (loss)
on investments $ 3.48 (1.68) (1.56)
Total from investment operations $ 3.61 (1.52) (1.54)
Less distributions from:
Net investment income $ 0.10 0.14 --
Net realized gains on investments $ 0.20 0.26 --
Total distributions $ 0.30 0.40 --
Net asset value, end of period $ 13.74 10.43 12.35
TOTAL RETURN(2) % 35.58 (12.89) (11.09)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 482,047 372,352 226,067
Ratios to average net assets:
Expenses(3) % 1.29 1.32 1.24
Net investment income(3) % 1.12 1.04 0.62
Portfolio turnover rate % 9 20 15
<Caption>
CLASS Q
---------------------------------------------------
YEAR YEAR YEAR JANUARY 24,
ENDED ENDED ENDED 2000 TO
OCT. 31, OCT. 31, OCT. 31, OCT. 31,
2003 2002 2001 2000(1)
- -----------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.44 12.34 16.68 15.90
Income (loss) from investment operations:
Net investment income $ 0.10 0.07 0.10 0.13
Net realized and unrealized gain (loss)
on investments $ 3.49 (1.63) (2.42) 0.65
Total from investment operations $ 3.59 (1.56) (2.32) 0.78
Less distributions from:
Net investment income $ 0.10 0.08 0.14 --
Net realized gains on investments $ 0.20 0.26 1.88 --
Total distributions $ 0.30 0.34 2.02 --
Net asset value, end of period $ 13.73 10.44 12.34 16.68
TOTAL RETURN(2) % 35.37 (13.11) (15.80) 4.91
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 29,319 29,836 35,802 24,882
Ratios to average net assets:
Expenses(3) % 1.54 1.49 1.59 1.57
Net investment income(3) % 0.87 0.63 0.91 1.35
Portfolio turnover rate % 9 20 15 34
</Table>
(1) Commencement of operations of class.
(2) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value. Total return for less than
one year is not annualized
(3) Annualized for periods less than one year.
See Accompanying Notes to Financial Statements
31
<Page>
ING WORLDWIDE GROWTH FUND FINANCIAL HIGHLIGHTS
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS Q
---------------------------------------
YEAR ENDED OCTOBER 31,
---------------------------------------
2003 2002 2001
- -----------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 14.34 17.87 30.37
Income (loss) from investment operations:
Net investment income (loss) $ (0.01) (0.08)* (0.07)*
Net realized and unrealized gain (loss)
on investments $ 2.84 (3.45)* (11.19)*
Total from investment operations $ 2.83 (3.53) (11.26)
Less distributions from:
Net investment income $ -- -- --
Net realized gains on investments $ -- -- 0.89
Tax return of capital $ -- -- 0.35
Total distributions $ -- -- 1.24
Net asset value, end of period $ 17.17 14.34 17.87
TOTAL RETURN(4) % 19.74 (19.75) (38.56)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 6,454 8,194 17,178
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 1.54 1.49 1.51
Gross expenses prior to expense
reimbursement(recoupment)(5) % 1.62 1.59 1.60
Net investment income (loss) after expense
reimbursement(recoupment)(5)(6) % (0.04) (0.47) (0.30)
Portfolio turnover rate % 125 281 302
<Caption>
CLASS Q
----------------------------------------------------
FOUR MONTHS YEAR THREE YEAR
ENDED ENDED MONTHS ENDED
OCTOBER 31, JUNE 30 JUNE 30, MARCH 31,
2000(1)(2) 2000 1999(3) 1999
- ------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 34.53 27.12 24.59 19.63
Income (loss) from investment operations:
Net investment income (loss) $ (0.07) (0.16) 0.01 0.22
Net realized and unrealized gain (loss)
on investments $ (4.09) 11.11 2.52 6.15
Total from investment operations $ (4.16) 10.95 2.53 6.37
Less distributions from:
Net investment income $ -- -- -- 0.15
Net realized gains on investments $ -- 3.54 -- 1.26
Tax return of capital $ -- -- -- --
Total distributions $ -- 3.54 -- 1.41
Net asset value, end of period $ 30.37 34.53 27.12 24.59
TOTAL RETURN(4) % (12.05) 42.63 10.29 33.97
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 44,702 54,418 14,870 7,320
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 1.52 1.57 1.55 1.59
Gross expenses prior to expense
reimbursement(recoupment)(5) % 1.49 1.57 1.55 1.76
Net investment income (loss) after expense
reimbursement(recoupment)(5)(6) % (0.62) (0.69) 0.17 0.17
Portfolio turnover rate % 71 169 57 247
</Table>
(1) Effective October 1, 2000, ING Investments, LLC, became the Investment
Adviser of the Fund replacing Nicholas-Applegate Capital Management.
(2) The Fund changed its fiscal year-end from June 30 to October 31.
(3) Effective May 24, 1999, ING Investments, LLC became the Investment Adviser
of the Fund, concurrently Nicholas-Applegate Capital Management was
appointed as Sub-Adviser and the Fund changed its fiscal year-end to
June 30.
(4) Total return is calculated assuming reinvestment of all dividends and
capital gain distributions at net asset value. Total return for less than
one year is not annualized.
(5) Annualized for periods less that one year.
(6) The Investment Adviser has agreed to limit expenses, (excluding interest,
taxes, brokerage and extraordinary (expenses) subject to possible recoupment
by ING Investments, LLC within three years.
* Per share data calculated using average number of shares outstanding
throughout the period.
See Accompanying Notes to Financial Statements
32
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003
NOTE 1 -- ORGANIZATION
ORGANIZATION. The ING Funds included in this report are comprised of ING Mutual
Funds ("IMF") and ING Mayflower Trust ("IMT"); both are organized as open-end
investment management companies registered under the Investment Company Act of
1940, as amended.
IMF is a Delaware business trust organized in 1992 with nine separate series
("Portfolios"), five in this report are: ING Emerging Countries Fund ("Emerging
Countries"), ING Foreign Fund ("Foreign") ING International Fund
("International"), ING International SmallCap Growth Fund ("International
SmallCap Growth") and ING Worldwide Growth Fund ("Worldwide Growth"). IMT is a
Massachusetts business trust organized in 1992 with two separate series
(Portfolios). The one Portfolio in this annual report is ING International Value
Fund ("International Value"). The investment objective of each Fund is described
in each Fund's prospectus.
Each Fund offers one or more of the following classes of shares: Class A,
Class B, Class C, Class I, Class M and Class Q (Class A, Class B, Class C and
Class M are presented in a separate annual report). The separate classes of
shares differ principally in the applicable sales charges (if any), distribution
fees and shareholder servicing fees and transfer agent fees. Shareholders of
each class also bear certain expenses that pertain to that particular class. All
shareholders bear the common expenses of the Fund and earn income from the
portfolio pro rata based on the average daily net assets of each class, without
distinction between share classes. Dividends from net investment income are
determined separately for each class based on income and expenses allocable to
each class. Distributions from realized gains are allocated to each class pro
rata based on the total shares outstanding on the ex-dividend date. No class has
preferential dividend rights. Differences in per share dividend rates generally
result from the relative weighting of pro rata income and realized gain
allocations and from differences in separate class expenses, including
distribution and shareholder servicing fees. Class B shares, along with their
pro rata reinvested dividend shares, automatically convert to Class A shares
approximately eight years after purchase.
Effective September 2, 2003, International Value was closed to new investors
except for shares purchased (1) through the reinvestment of dividends and
distributions; (2) by 401(k), 403(b) and 457 plans that have selected
International Value as an investment option prior to May 17, 2002; (3) by
shareholders participating in mutual fund wrap fee programs who were invested in
International Value prior to May 17, 2002; or (4) by new 401(k), 403(b) and 457
plans and new shareholders participating in mutual fund wrap fee programs
subject to approval by the Investment Adviser and Sub-Adviser based on their
assessment of the Fund's ability to invest the monies consistent with the Fund's
objectives in light of market conditions, the size of the purchase, and other
relevant factors relating to International Value. International Value may reopen
in the future subject to the discretion of the Board of Trustees ("Board").
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES
The following significant accounting policies are consistently followed by the
Funds in the preparation of their financial statements, and such policies are in
conformity with accounting principles generally accepted in the United States of
America for investment companies.
A. SECURITY VALUATION. Investments in equity securities traded on a national
securities exchange are valued at the last reported sale price. Securities
reported by NASDAQ will be valued at the NASDAQ official closing price.
Securities traded on an exchange or NASDAQ for which there has been no sale,
securities traded in the over-the-counter-market and gold and silver bullion
are valued at the mean between the last reported bid and ask prices. All
investments quoted in foreign currencies will be valued daily in U.S. dollars
on the basis of the foreign currency exchange rates prevailing at the time
such valuation is determined by each Fund's custodian. Debt securities are
valued at bid prices obtained from independent services or from one or more
dealers making markets in the securities and may be adjusted based on the
Fund's valuation procedures. U.S. Government obligations are valued by using
market quotations or independent pricing services that use prices provided by
market-makers or estimates of market values obtained from yield data relating
to instruments or securities with similar characteristics. Securities and
assets for which market quotations are not readily available which may
include certain restricted securities which are subject to limitations as to
their sale) are valued at their fair values as determined in good faith by or
under the supervision of the Funds' Board, in accordance with methods that
are specifically authorized by the Board. Securities traded on exchanges,
including foreign exchanges, (which close earlier than the time that a Fund
calculates its net asset value may also be valued at their fair values as
determined in good faith by or under the supervision of a Fund's Board, in
accordance with methods that are specifically
33
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
authorized by the Board. If a significant event which is likely to impact the
value of one or more foreign securities held by a Fund occurs after the time
at which the foreign market for such security(ies) closes but before the time
that the Fund's net asset value is calculated on any business day, such event
may be taken into account in determining the fair value of such security(ies)
at the time the Fund calculates its net asset value. For these purposes,
significant events after the close of trading on a foreign market may
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, the Board has authorized the use of
one or more research services to assist with the determination of the fair
value of foreign securities in light of significant events. Research services
use statistical analyses and quantitative models to help determine fair value
as of the time a Fund calculates its net asset value. Unlike the closing
price of a security on an exchange, fair value determinations employ elements
of judgment, and the fair value assigned to a security may not represent the
actual value that a Fund could obtain if it were to sell the security at the
time of the close of the NYSE. Investments in securities maturing in less
than 60 days are valued at amortized cost, which approximates market value.
B. SECURITY TRANSACTIONS AND REVENUE RECOGNITION. Securities transactions are
accounted for on the trade date. Realized gains and losses are reported on
the basis of identified cost of securities sold. Interest income is recorded
on an accrual basis. Dividend income is recorded on the ex-dividend date, or
for certain foreign securities, when the information becomes available to the
Funds. Premium amortization and discount accretion are determined by the
effective yield method.
C. FOREIGN CURRENCY TRANSLATION. The books and records of the Funds are
maintained in U.S. dollars. Any foreign currency amounts are translated into
U.S. dollars on the following basis:
(1) Market value of investment securities, other assets and liabilities --
at the exchange rates prevailing at the end of the day.
(2) Purchases and sales of investment securities, income and expenses --
at the rates of exchange prevailing on the respective dates of such
transactions.
Although the net assets and the market values are presented at the foreign
exchange rates at the end of the day, the Funds do not isolate the portion of
the results of operations resulting from changes in foreign exchange rates on
investments from the fluctuations arising from changes in market prices of
securities held. Such fluctuations are included with the net realized and
unrealized gains or losses from investments. For securities that are subject
to foreign withholding tax upon disposition, liabilities are recorded on the
statement of assets and liabilities for the estimated tax withholding based
on the securities' current market value. Upon disposition, realized gains or
losses on such securities are recorded net of foreign withholding tax.
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund'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
re-evaluation of currencies and future adverse political and economic
developments which could cause securities and their markets to be less liquid
and prices more volatile than those of comparable U.S. companies and U.S.
Government securities.
D. FOREIGN CURRENCY TRANSACTIONS. Certain Funds may enter into foreign currency
exchange transactions to convert to and from different foreign currencies and
to and from the U.S. dollar in connection with the planned purchases or sales
of securities. The Funds either enter into these transactions on a spot basis
at the spot rate prevailing in the foreign currency exchange market or 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
34
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
meet the terms of their forward contracts and from unanticipated movements in
the value of foreign currencies relative to the U.S. dollar.
Each Fund may enter into futures contracts involving foreign currency,
interest rates, securities and securities indices, for hedging purposes only.
A futures contract obligates the seller of the contract to deliver and the
purchaser of the contract to take delivery of the type of foreign currency,
financial instrument or security called for in the contract at a specified
future time for a specified price. Upon entering into such a contract, a Fund
is required to deposit and maintain as collateral such initial margin as
required by the exchange on which the contract is traded. Pursuant to the
contract, a Fund agrees to receive from or pay to the broker an amount equal
to the daily fluctuations in the value of the contract. Such receipts or
payments are known as variation margin and are recorded as unrealized gains
or losses by the Fund. When the contract is closed, the Fund records a
realized gain or loss equal to the difference between the value of the
contract at the time it was opened and the value at the time it was closed.
E. DISTRIBUTIONS TO SHAREHOLDERS. The Funds record distributions to their
shareholders on ex-dividend date. Each Fund pays dividends and capital gains,
if any, annually.
F. FEDERAL INCOME TAXES. It is the policy of the Funds, to comply with the
requirements of Subchapter M of the Internal Revenue Code that are 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, a federal income tax provision is not required. In
addition, by distributing during each calendar year substantially all of its
net investment income and net realized capital gains, each Fund intends not
to be subject to any federal excise tax.
The Funds may utilize equalization accounting for tax purposes, where by a
portion of redemption payments are treated as distributions of income or
gain.
The Board intends to offset any net capital gains with any available capital
loss carryforward until each carryforward has been fully utilized or expires.
In addition, no capital gain distribution shall be made until the capital
loss carryforward has been fully utilized or expires
G. USE OF ESTIMATES. Management of the Funds has made certain estimates and
assumptions relating to the reporting of assets, liabilities, income, and
expenses to prepare these financial statements in conformity with accounting
principles generally accepted in the United States of America for investment
companies. Actual results could differ from these estimates.
H. REPURCHASE AGREEMENTS. Each Fund may invest in repurchase agreements only
with government securities dealers recognized by the Board of Governors of
the Federal Reserve System or with member banks of the Federal Reserve
System. Under such agreements, the seller of the security agrees to
repurchase it at a mutually agreed upon time and price. The resale price is
in excess of the purchase price and reflects an agreed upon interest rate for
the period of time the agreement is outstanding. The period of the repurchase
agreements is usually short, from overnight to one week, while the underlying
securities generally have longer maturities. Each Fund will always receive as
collateral securities acceptable to it whose market value is equal to at
least 100% of the carrying amount of the repurchase agreements, plus accrued
interest, being invested by the Fund. The underlying collateral is valued
daily on a mark to market basis to assure that the value, including accrued
interest is at least equal to the repurchase price. If the seller defaults, a
Fund might incur a loss or delay in the realization of proceeds if the value
of security collateralizing the repurchase agreement declines, and it might
incur disposition costs in liquidating the collateral.
I. SECURITIES LENDING. Each Fund has the option to temporarily loan up to 30% of
its total assets to brokers, dealers or other financial institutions in
exchange for a negotiated lender's fee. The borrower is required to fully
collateralize the loans with cash or U.S. Government securities. Generally,
in the event of counterparty default, the Fund has the right to use
collateral to offset losses incurred. There would be potential loss to the
Fund in the event the Fund is delayed or prevented from exercising its right
to dispose of the collateral. The Fund bears the risk of loss with respect to
the investment of collateral. Engaging in securities lending could have a
leveraging effect, which may intensify the credit, market and other risks
associated with investing in a Fund. No securities were on loan at October
31, 2003.
J. OPTIONS CONTRACTS. All Funds may purchase put and call options and may write
(sell) put options and covered call options. The Funds may engage
35
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
in option transactions as a hedge against adverse movements in the value of
portfolio holdings or to increase market exposure. Option contracts are
valued daily and unrealized gains or losses are recorded based upon the last
sales price on the principal exchange on which the options are traded. The
Funds will realize a gain or loss upon the expiration or closing of the
option contract. When an option is exercised, the proceeds on sales of the
underlying security for a written call option, the purchase cost of the
security for a written put option, or the cost of the security for a
purchased put or call option is adjusted by the amount of premium received or
paid. Realized and unrealized gains or losses on option contracts are
reflected in the accompanying financial statements. The risk in writing a
call option is that the Funds give up the opportunity for profit if the
market price of the security increases and the option is exercised. The risk
in writing a put option is that the Funds may incur a loss if the market
price of the security decreases and the option is exercised. The risk in
buying an option is that the Funds pay a premium whether or not the option is
exercised. Risks may also arise from an illiquid secondary market or from the
inability of counterparties to meet the terms of the contract.
K. ILLIQUID AND RESTRICTED SECURITIES. Illiquid securities are not readily
marketable. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for the
Funds to sell them promptly at an acceptable price. Restricted securities are
those sold under Rule 144A of the Securities Act of 1933 (1933 Act) or are
securities offered pursuant to Section 4(2) of the 1933 Act, and are subject
to legal or contractual restrictions on resale and may not be publicly sold
without registration under the 1933 Act. Restricted securities may be
considered liquid pursuant to procedures adopted by the Board or may be
deemed illiquid because they may not be readily marketable. Illiquid and
restricted securities are valued using market quotations when readily
available. In the absence of market quotations, the securities are valued
based upon their fair value determined under procedures approved by the
Board. The Funds may not invest more than 15% of their net assets in illiquid
securities.
L. DELAYED DELIVERY TRANSACTION. The Funds may purchase or sell securities on a
when-issued or forward commitment basis. The price of the underlying
securities and date when the securities will be delivered and paid for are
fixed at the time the transaction is negotiated. The market value of these
securities is identified in the Funds' Portfolio. Losses may arise due to
changes in the market value of the securities or from the inability of
counterparties to meet the terms of the contract. In connection with such
purchases, the Funds are required to hold liquid assets as collateral with
the Funds' custodian sufficient to cover the purchase price.
NOTE 3 -- INVESTMENT TRANSACTIONS
For the year ended October 31, 2003, the cost of purchases and proceeds from the
sales of securities, excluding short-term securities, were as follows:
<Table>
<Caption>
PURCHASES SALES
--------- -----
Emerging Countries $ 140,318,744 $ 168,670,167
Foreign 14,158,468 2,829,898
International 75,254,600 74,193,202
International SmallCap Growth 321,524,933 373,903,812
International Value 240,034,009 617,722,680
Worldwide Growth 183,424,343 238,164,353
</Table>
NOTE 4 -- REDEMPTION FEES
Effective November 1, 2001, International began imposing a 2% redemption fee on
Class A shares redeemed (including in connection with an exchange) within 30
days or less from their date of purchase. The redemption fee is recorded as an
addition to paid-in capital. Total redemption fee proceeds for the year ended
October 31, 2003 were $306,800 and are set forth in the statements of changes in
net assets. For the year ended October 31, 2002, the redemption fee proceeds
were $132,507 and are set forth in the statement of changes in net assets.
NOTE 5 -- INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES
Each of the Funds has entered into an Investment Management Agreement with ING
Investments, LLC (the "Investment Manager", or the "Adviser"), a wholly-owned
subsidiary of ING Groep N.V. ("ING"). The investment management agreements
compensate the Adviser with a fee, computed daily and payable monthly, based on
the average daily net assets of each Fund, at the following annual rates:
<Table>
<Caption>
AS A PERCENTAGE OF AVERAGE NET ASSETS
-------------------------------------
Emerging Countries 1.25%
Foreign 1.00% on the first $500 million; and
0.90% thereafter
International 1.00%
International
SmallCap Growth 1.00% on first $500 million; 0.90% on
next $500 million; and 0.85% in excess
of $1 billion
International Value 1.00%
</Table>
36
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
AS A PERCENTAGE OF AVERAGE NET ASSETS
-------------------------------------
Worldwide Growth 1.00% on first $250 million; 0.90% on
next $250 million; 0.80 on next $500
million; and 0.75 in excess of $1 billion
</Table>
Julius Baer Investment Management Inc. ("JBIM"), a registered investment adviser
wholly owned by the Julius Baer Group, services as Sub-Adviser to the Foreign
Fund pursuant to a Subadvisory agreement between the Adviser and JBIM.
Effective August 1, 2003, Aeltus Investment Management, Inc. ("ING Aeltus"), a
registered investment adviser serves as Sub-Adviser to International and
Worldwide Growth Funds pursuant to a Subadvisory agreement between the Adviser
and ING Aeltus. Both the Adviser and ING Aeltus are indirect, wholly owned
subsidiaries of ING and affiliates of each other.
Nicholas-Applegate Capital Management ("NACM"), a registered investment advisor,
serves as a Sub-Adviser to the International SmallCap Growth Fund pursuant to a
Subadvisory agreement between the Adviser and NACM.
Brandes Investment Partners, LLC ("Brandes"), a registered investment advisor,
serves as a Sub-Adviser to the International Value Fund pursuant to a
Subadvisory agreement between the Adviser and Brandes.
ING Investment Management Advisors B.V. ("IIMA"), a registered investment
advisor, serves as Sub-Adviser to the Emerging Countries Fund pursuant to a
Subadvisory agreement between the Adviser and IIMA.
ING Funds Services, LLC (the "Administrator" or "IFS"), serves as administrator
to each Fund. IFS is a wholly-owned indirect subsidiary of ING. The Funds pay
the Administrator a fee calculated at an annual rate of 0.10% of each Fund's
average daily net assets.
International Value Fund also pays IFS an annual shareholder account-servicing
fee of $5.00, payable quarterly, for each account of beneficial owners of
shares.
NOTE 6 -- DISTRIBUTION AND SERVICE FEES
Each share class of the Funds has adopted a Plan pursuant to Rule 12b-1 under
the 1940 Act (the "12b-1 Plans"), whereby ING Funds Distributor, LLC (the
"Distributor"), a wholly-owned indirect subsidiary of ING, is reimbursed or
compensated (depending on the class of shares) by the Funds for expenses
incurred in the distribution of each Funds' shares ("Distribution Fees").
Pursuant to the 12b-1 Plans, the Distributor is entitled to a payment each month
for actual expenses incurred in the distribution and promotion of each Fund's
shares, including expenses incurred in printing prospectuses and reports used
for sales purposes, expenses incurred in preparing and printing sales literature
and other such distribution related expenses, including any distribution or
shareholder servicing fees ("Service Fees") paid to securities dealers who have
executed a distribution agreement with the Distributor. Under the 12b-1 Plans,
each class of shares of the Fund pays the Distributor a combined Distribution
and Service Fee based on average daily net assets at the following annual rates:
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS I CLASS M CLASS Q
------- ------- ------- ------- ------- -------
Emerging
Countries 0.35% 1.00% 1.00% N/A 0.75% 0.25%
Foreign 0.25% 1.00% 1.00% N/A N/A 0.25%
International 0.25% 1.00% 1.00% N/A N/A 0.25%
International
SmallCap
Growth 0.35% 1.00% 1.00% N/A N/A 0.25%
International
Value 0.30% 1.00% 1.00% N/A N/A 0.25%
Worldwide
Growth 0.35% 1.00% 1.00% N/A N/A 0.25%
</Table>
Fees paid to the Distributor by class during the year ended October 31, 2003 are
shown in the accompanying Statements of Operations.
The Distributor also receives the proceeds of the initial sales charge paid by
shareholders upon the purchase of Class A shares, and the contingent deferred
sales charge paid by shareholders upon certain redemptions for Class A, Class B,
and Class C shares. For the year ended October 31, 2003, the Distributor
retained the following amounts in sales charges for the Funds:
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS M
SHARES SHARES SHARES SHARES
------ ------ ------ ------
Initial Sales Charges $ 37,086 n/a n/a $ 236
Contingent Deferred Sales
Charges $ 179,532 $ 0 $ 120,689 n/a
</Table>
NOTE 7 -- OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
At October 31, 2003, the Funds had the following amounts recorded in payable to
affiliates on the accompanying Statements of Assets and Liabilities (See Notes 5
and 6):
<Table>
<Caption>
ACCRUED ACCRUED
INVESTMENT ACCRUED SHAREHOLDER
MANAGEMENT ADMINISTRATIVE SERVICES AND
FEES FEES DISTRIBUTION FEES TOTAL
---- ---- ----------------- -----
Emerging
Countries $ 123,992 $ 9,919 $ 48,165 $ 182,076
Foreign 8,684 868 5,146 14,698
International 98,096 8,109 35,088 141,293
International
SmallCap
Growth 283,089 28,309 152,952 464,350
International
Value 2,708,826 426,038 1,312,036 4,446,900
Worldwide
Growth 124,134 12,413 88,029 224,576
</Table>
37
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
At October 31, 2003, the following wholly-owned indirect subsidiaries of ING
owned the following Funds:
ING Life Insurance and Annuity Company - International Fund (12.4%)
ING Investments, LLC -- Foreign Fund (7.8%)
ING National Trust - International Fund (11.3%)
Investment activities of these shareholders could have material impact on the
Funds.
Each Fund has adopted a Retirement Policy covering all independent trustees of
the Fund who will have served as an independent trustee for at least five years
at the time of retirement. Benefits under this plan are based on an annual rate
as defined in the plan agreement.
NOTE 8 -- OTHER ACCRUED EXPENSES AND LIABILITIES
At October 31, 2003, the following Funds had following payables included in
Other Accrued Expenses and Liabilities on the Statements of Assets and
Liabilities that exceeded 5% of total liabilities:
<Table>
<Caption>
PAYABLE FOR
CUSTODY FEES
------------
Emerging Countries $ 99,950
International 41,624
International SmallCap Growth 91,519
<Caption>
PAYABLE FOR
TRANSFER
AGENT FEES
------------
Emerging Countries $ 85,393
International 72,798
International SmallCap Growth 249,846
International Value 1,515,405
Worldwide Growth 76,954
<Caption>
PAYABLE FOR
SHAREHOLDER
REPORTING
EXPENSE
------------
International $ 38,348
International SmallCap Growth 89,589
International Value 750,614
Worldwide Growth 166,408
<Caption>
PAYABLE FOR
ESTIMATED
INDIA TAX
------------
Emerging Countries $ 132,836
</Table>
NOTE 9 -- EXPENSE LIMITATIONS
For the following Funds, the Investment Manager has agreed to limit expenses,
excluding interest, taxes, brokerage and extraordinary expenses to the levels
listed below:
Maximum Operating Expense Limit (as a percentage of average net assets)
<Table>
<Caption>
CLASS A CLASS B CLASS C CLASS I CLASS M CLASS Q
SHARES SHARES SHARES SHARES SHARES SHARES
------ ------ ------ ------ ------ ------
Emerging
Countries 2.25% 2.90% 2.90% N/A 2.65% 2.15%
Foreign 1.95% 2.70% 2.70% 1.60% N/A 1.85%
International 1.95% 2.70% 2.70% 1.60% N/A 1.85%
<Caption>
CLASS A CLASS B CLASS C CLASS I CLASS M CLASS Q
SHARES SHARES SHARES SHARES SHARES SHARES
------ ------ ------ ------ ------ ------
International
SmallCap
Growth 1.95% 2.60% 2.60% N/A N/A 1.85%
International
Value N/A N/A N/A N/A N/A N/A
Worldwide
Growth 1.85% 2.50% 2.50% N/A N/A 1.75%
</Table>
For International Fund, the voluntary expense limits provided above were
effective July 1, 2003.
Each Fund will at a later date reimburse the Investment Manager for management
fees waived and other expenses assumed by the Investment Manager during the
previous 36 months, but only if, after such reimbursement, the Fund's expense
ratio does not exceed the percentage described above. Waived and reimbursed fees
and any recoupment by the Investment Manager of such waived and reimbursed fees
are reflected net on the accompanying Statements of Operations for each Fund.
Amounts payable by the Investment Manager are reflected on the accompanying
statements of Assets and Liabilities for each Fund.
As of October 31, 2003, the cumulative amounts of reimbursed fees that are
subject to possible recoupment by the Investment Manager are as follows:
<Table>
Emerging Countries $ 57,128
Foreign 70,612
International 43,933
International SmallCap Growth 106,688
Worldwide Growth 812,316
</Table>
NOTE 10 -- LINE OF CREDIT
All of the Funds included in this report, in addition to certain other funds
managed by the Adviser, have entered into an unsecured committed revolving line
of credit agreement (the "Credit Agreement") with The Bank of New York for an
aggregate amount of $150,000,000. The proceeds may be used only to: (1)
temporarily finance the purchase and sale of securities; (2) finance the
redemption of shares of an investor in the Funds; and (3) enable the Funds to
meet other emergency expenses as defined in the Credit Agreement. The Funds to
which the line of credit is available pay a commitment fee equal to 0.09% per
annum on the daily unused portion of the committed line amount payable quarterly
in arrears.
The following Funds utilized the line of credit during the year ended
October 31, 2003:
<Table>
<Caption>
APPROXIMATE APPROXIMATE
DAYS AVERAGE DAILY WEIGHTED AVERAGE
UTILIZED BALANCE INTEREST RATE
-------- ------- -------------
Emerging Countries 137 $ 4,011,255 1.60%
International 1 2,290,000 1.75%
International SmallCap 20 3,322,650 1.46%
International Value 7 2,280,000 1.80%
Worldwide Growth 17 1,590,588 1.66%
</Table>
38
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 11 -- CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
---------------------------------- ----------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 15,077,519 11,599,557 84,548 171,877
Shares issued in merger -- 407,103 -- 276,180
Dividends reinvested -- 121 -- --
Shares redeemed (15,912,953) (12,682,825) (349,157) (461,156)
--------------- --------------- --------------- ---------------
Net decrease in shares outstanding (835,434) (676,044) (264,609) (13,099)
=============== =============== =============== ===============
EMERGING COUNTRIES ($)
Shares sold $ 209,705,771 $ 161,276,949 $ 1,250,314 $ 2,478,236
Shares issued in merger -- 5,280,325 -- 3,558,403
Dividends reinvested -- 1,567 -- --
Shares redeemed (222,355,701) (177,404,620) (4,809,392) (6,402,316)
--------------- --------------- --------------- ---------------
Net decrease $ (12,649,930) $ (10,845,779) $ (3,559,078) $ (365,677)
=============== =============== =============== ===============
<Caption>
CLASS C SHARES
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 352,142 361,853
Shares issued in merger -- --
Dividends reinvested -- --
Shares redeemed (544,473) (671,785)
--------------- ---------------
Net decrease in shares outstanding (192,331) (309,932)
=============== ===============
EMERGING COUNTRIES ($)
Shares sold $ 4,452,036 $ 5,122,486
Shares issued in merger -- --
Dividends reinvested -- --
Shares redeemed (6,896,237) (9,265,932)
--------------- ---------------
Net decrease $ (2,444,201) $ (4,143,446)
=============== ===============
<Caption>
CLASS Q SHARES CLASS M SHARES
---------------------------------- ----------------------------------
YEAR YEAR YEAR AUGUST 5,
ENDED ENDED ENDED 2002 TO
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002(1)
---- ---- ---- -------
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 12,331,900 3,391,625 3,626 921
Shares issued in merger -- -- -- 92,645
Dividends reinvested -- 72 -- --
Shares redeemed (12,967,395) (3,924,951) (22,486) (2,436)
--------------- --------------- --------------- ---------------
Net increase (decrease) in shares
outstanding (635,495) (533,254) (18,860) 91,130
=============== =============== =============== ===============
EMERGING COUNTRIES ($)
Shares sold $ 173,161,999 $ 47,255,785 $ 47,863 $ 11,570
Shares issued in merger -- -- -- 1,201,548
Dividends reinvested -- 970 -- --
Shares redeemed (183,269,201) (54,959,947) (297,464) (30,431)
--------------- --------------- --------------- ---------------
Net increase (decrease) $ (10,107,202) $ (7,703,192) $ (249,601) $ 1,182,687
=============== =============== =============== ===============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES CLASS I SHARES CLASS Q SHARES
--------------- --------------- --------------- --------------- ---------------
JULY 1, JULY 8, JULY 3, SEPTEMBER 10, JULY 11,
2003 TO 2003 TO 2003 TO 2003 TO 2003 TO
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003(1) 2003(1) 2003(1) 2003(1) 2003(1)
------- ------- ------- ------- -------
FOREIGN (NUMBER OF SHARES)
Shares sold 702,682 124,952 513,787 16,997 62,839
Shares redeemed (103,607) (2,654) (5,086) -- (24,630)
--------------- --------------- --------------- --------------- ---------------
Net increase in shares outstanding 599,075 122,298 508,701 16,997 38,209
=============== =============== =============== =============== ===============
FOREIGN ($)
Shares sold $ 7,385,657 $ 1,332,337 $ 5,506,304 $ 185,032 $ 660,039
Shares redeemed (1,050,695) (28,662) (55,392) (39) (270,197)
--------------- --------------- --------------- --------------- ---------------
Net increase $ 6,334,962 $ 1,303,675 $ 5,450,912 $ 184,993 $ 389,842
=============== =============== =============== =============== ===============
</Table>
- ----------
(1) Commencement of operations of class.
39
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
---------------------------------- ----------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 7,762,080 8,189,311 411,047 455,458
Shares issued in merger -- 818,729 -- 1,223,633
Dividends reinvested 14,078 -- -- --
Shares redeemed (8,754,777) (7,499,690) (378,329) (440,191)
--------------- --------------- --------------- ---------------
Net increase (decrease) in shares
outstanding (978,619) 1,508,350 32,718 1,238,900
=============== =============== =============== ===============
INTERNATIONAL ($)
Shares sold $ 55,834,069 $ 62,922,949 $ 2,964,613 $ 3,482,361
Shares issued in merger -- 7,189,923 -- 10,596,499
Dividends reinvested 100,936 -- -- --
Redemption fee proceeds 306,800 132,507 -- --
Shares redeemed (62,551,570) (59,009,071) (2,692,370) (3,410,635)
--------------- --------------- --------------- ---------------
Net increase (decrease) $ (6,309,765) $ 11,236,308 $ 272,243 $ 10,668,225
=============== =============== =============== ===============
<Caption>
CLASS C SHARES
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 687,730 974,161
Shares issued in merger -- 1,243,707
Dividends reinvested 223 --
Shares redeemed (714,120) (614,252)
--------------- ---------------
Net increase (decrease) in shares
outstanding (26,167) 1,603,616
=============== ===============
INTERNATIONAL ($)
Shares sold $ 4,915,756 $ 7,381,467
Shares issued in merger -- 10,762,961
Dividends reinvested 1,567 --
Redemption fee proceeds -- --
Shares redeemed (5,079,397) (4,729,016)
--------------- ---------------
Net increase (decrease) $ (162,074) $ 13,415,412
=============== ===============
<Caption>
CLASS I SHARES CLASS Q SHARES
---------------------------------- ----------------------------------
YEAR JANUARY 15, YEAR YEAR
ENDED 2002 TO ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002(1) 2003 2002
---- ------- ---- ----
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 4,236,967 3,152,664 9,642,227 471,191
Shares issued in merger -- -- -- 993,513
Dividends reinvested 7,018 -- 6,300 --
Shares redeemed (3,777,860) (2,248,030) (8,885,673) (478,675)
--------------- --------------- --------------- ---------------
Net increase in shares outstanding 466,125 904,634 762,854 986,029
=============== =============== =============== ===============
INTERNATIONAL ($)
Shares sold $ 31,427,964 $ 25,021,083 $ 71,887,675 $ 3,563,197
Shares issued in merger -- -- -- 8,727,522
Dividends reinvested 50,182 -- 44,920 --
Shares redeemed (28,083,521) (17,592,690) (66,455,504) (3,696,166)
--------------- --------------- --------------- ---------------
Net increase $ 3,394,625 $ 7,428,393 $ 5,477,091 $ 8,594,553
=============== =============== =============== ===============
<Caption>
CLASS A SHARES CLASS B SHARES
---------------------------------- ----------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 19,584,957 29,014,063 259,509 599,756
Shares redeemed (20,385,263) (29,337,016) (645,907) (1,096,685)
--------------- --------------- --------------- ---------------
Net decrease in shares outstanding (800,306) (322,953) (386,398) (496,929)
=============== =============== =============== ===============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 382,529,561 $ 632,348,151 $ 5,554,909 $ 13,965,766
Shares redeemed (401,765,381) (642,058,647) (13,344,655) (25,182,365)
--------------- --------------- --------------- ---------------
Net decrease $ (19,235,820) $ (9,710,496) $ (7,789,746) $ (11,216,599)
=============== =============== =============== ===============
<Caption>
CLASS C SHARES
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 1,022,290 1,192,193
Shares redeemed (1,596,079) (1,824,566)
--------------- ---------------
Net decrease in shares outstanding (573,789) (632,373)
=============== ===============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 19,024,592 $ 25,346,123
Shares redeemed (29,846,873) (38,544,051)
--------------- ---------------
Net decrease $ (10,822,281) $ (13,197,928)
=============== ===============
</Table>
- ----------
(1) Commencement of operations of class
40
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
CLASS Q SHARES
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 18,417,622 6,300,682
Shares redeemed (19,100,237) (6,626,006)
--------------- ---------------
Net decrease in shares outstanding (682,615) (325,324)
=============== ===============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 386,181,572 $ 143,123,447
Shares redeemed (402,650,057) (150,812,281)
--------------- ---------------
Net decrease $ (16,468,485) $ (7,688,834)
=============== ===============
<Caption>
CLASS A SHARES CLASS B SHARES
---------------------------------- ----------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
INTERNATIONAL VALUE (NUMBER OF
SHARES)
Shares sold 26,629,999 119,238,378 789,733 9,034,613
Dividends reinvested 2,380,188 2,046,200 522,401 542,229
Shares redeemed (39,577,685) (87,913,712) (6,780,391) (7,613,839)
--------------- --------------- --------------- ---------------
Net increase (decrease) in shares
outstanding (10,567,498) 33,370,866 (5,468,257) 1,963,003
=============== =============== =============== ===============
INTERNATIONAL VALUE ($)
Shares sold $ 300,379,527 $ 1,522,323,967 $ 8,617,865 $ 114,916,200
Dividends reinvested 24,301,715 25,679,811 5,265,802 6,739,902
Shares redeemed (433,441,524) (1,107,047,090) (72,491,973) (89,774,421)
--------------- --------------- --------------- ---------------
Net increase (decrease) $ (108,760,282) $ 440,956,688 $ (58,608,306) $ 31,881,681
=============== =============== =============== ===============
<Caption>
CLASS C SHARES
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
INTERNATIONAL VALUE (NUMBER OF
SHARES)
Shares sold 366,016 18,810,213
Dividends reinvested 793,701 774,598
Shares redeemed (10,503,035) (13,237,481)
--------------- ---------------
Net increase (decrease) in shares
outstanding (9,343,318) 6,347,330
=============== ===============
INTERNATIONAL VALUE ($)
Shares sold $ 3,763,939 $ 239,956,133
Dividends reinvested 7,984,632 9,605,012
Shares redeemed (111,900,151) (159,086,448)
--------------- ---------------
Net increase (decrease) $ (100,151,580) $ 90,474,697
=============== ===============
<Caption>
CLASS I SHARES CLASS Q SHARES
---------------------------------- ----------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
INTERNATIONAL VALUE (NUMBER OF
SHARES)
Shares sold 5,744,382 24,400,308 414,335 3,129,171
Dividends reinvested 960,472 431,858 55,079 61,189
Shares redeemed (7,324,179) (7,442,390) (1,192,380) (3,233,666)
--------------- --------------- --------------- ---------------
Net increase (decrease) in shares
outstanding (619,325) 17,389,776 (722,966) (43,306)
=============== =============== =============== ===============
INTERNATIONAL VALUE ($)
Shares sold $ 64,019,780 $ 311,346,171 $ 4,342,982 $ 40,891,856
Dividends reinvested 9,787,206 5,411,186 562,357 769,149
Shares redeemed (81,395,062) (88,175,138) (12,908,381) (41,911,766)
--------------- --------------- --------------- ---------------
Net increase (decrease) $ (7,588,076) $ 228,582,219 $ (8,003,042) $ (250,761)
=============== =============== =============== ===============
</Table>
41
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES
---------------------------------- ----------------------------------
YEAR YEAR YEAR YEAR
ENDED ENDED ENDED ENDED
OCTOBER 31, OCTOBER 31, OCTOBER 31, OCTOBER 31,
2003 2002 2003 2002
---- ---- ---- ----
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 12,783,099 10,042,589 74,457 130,581
Shares redeemed (14,551,712) (13,104,424) (713,016) (1,486,694)
--------------- --------------- --------------- ---------------
Net decrease in shares outstanding (1,768,613) (3,061,835) (638,559) (1,356,113)
=============== =============== =============== ===============
WORLDWIDE GROWTH ($)
Shares sold $ 161,726,758 $ 145,141,054 $ 1,068,420 $ 2,247,925
Shares redeemed (185,501,020) (192,304,536) (10,063,284) (24,337,790)
--------------- --------------- --------------- ---------------
Net increase (decrease) $ (23,774,262) $ (47,163,482) $ (8,994,864) $ (22,089,865)
=============== =============== =============== ===============
<Caption>
CLASS C SHARES
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 525,179 372,981
Shares redeemed (1,639,911) (2,833,697)
--------------- ---------------
Net decrease in shares outstanding (1,114,732) (2,460,716)
=============== ===============
WORLDWIDE GROWTH ($)
Shares sold $ 6,434,456 $ 5,747,691
Shares redeemed (20,391,680) (41,522,976)
--------------- ---------------
Net increase (decrease) $ (13,957,224) $ (35,775,285)
=============== ===============
<Caption>
CLASS Q SHARES
----------------------------------
YEAR YEAR
ENDED ENDED
OCTOBER 31, OCTOBER 31,
2003 2002
---- ----
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 8,644,664 2,165,766
Shares redeemed (8,840,185) (2,555,640)
--------------- ---------------
Net decrease in shares outstanding (195,521) (389,874)
=============== ===============
WORLDWIDE GROWTH ($)
Shares sold $ 127,952,864 $ 35,266,752
Shares redeemed (130,999,382) (42,294,829)
--------------- ---------------
Net decrease $ (3,046,518) $ (7,028,077)
=============== ===============
</Table>
NOTE 12 -- ILLIQUID SECURITIES
Pursuant to guidelines adopted by the Funds' Board, the following securities
have been deemed to be illiquid. The Funds currently limit investment in
illiquid securities to 15% of the Fund's net assets, at market value, at time of
purchase.
<Table>
<Caption>
INITIAL PERCENT
ACQUISITION OF NET
FUND SECURITY SHARES DATE COST VALUE ASSETS
- ---- -------- ------ ---- ---- ----- ------
Emerging
Countries Larsen & Toubro Ltd. 240,000 10/31/01 $ 825,661 $ 2,154,016 1.8%
</Table>
42
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
NOTE 13 -- REORGANIZATIONS
On May 17, 2002 and August 2, 2002, certain Funds, as listed below (each an
"Acquiring Fund"), acquired the assets and certain liabilities of other Funds,
also listed below (each an "Acquired Fund"), in a tax -- free reorganization in
exchange for shares of the Acquiring Fund, pursuant to a plan of reorganization
approved by the Acquired Fund's shareholders. The number and value of shares
issued by the Acquiring Fund are presented in Note 11 -- Capital Shares. The
Adviser and the Funds allocated the cost associated with the Reorganization
equally. Net assets and unrealized appreciation/(depreciation) as of the
reorganization date were as follows:
<Table>
<Caption>
ACQUIRED FUND
UNREALIZED
ACQUIRING ACQUIRED TOTAL NET ASSETS OF TOTAL NET ASSETS OF APPRECIATION/
FUND FUND ACQUIRED FUND (000'S) ACQUIRING FUND (000'S) (DEPRECIATION)(000'S)
---- ---- --------------------- ---------------------- ---------------------
Emerging Countries Asia-Pacific Equity $ 10,040 $ 108,280 $ (4,828)
International International Core Growth 37,277 48,767 1,524
</Table>
The net assets of Emerging Countries and International after the acquisitions
were approximately $118,319,926 and $86,044,454, respectively.
NOTE 14 -- CONCENTRATION OF RISKS
FOREIGN SECURITIES (ALL FUNDS). Investments in foreign securities may entail
risks not present in domestic investments. Since investments of securities 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 Funds. Foreign investments may also subject the
Funds to foreign government exchange restrictions, expropriation, taxation or
other political, social or economic developments, as well as from movements in
currency, security value and interest rate, all of which could affect the market
and/or credit risk of the investments.
EMERGING MARKETS INVESTMENTS (ALL FUNDS). Because of less developed markets and
economies and, in some countries, less mature governments and governmental
institutions, the risks of investing in foreign securities can be intensified in
the case of investments in issuers domiciled or doing substantial business in
emerging market countries.
NOTE 15 -- FEDERAL INCOME TAXES
During the fiscal year ended October 31, 2003, the foreign taxes paid or
withheld were $1,215, $225,485, $8,984,162, $100,390, on foreign source income
for Foreign Fund, International Fund and International Value Fund, respectively.
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 Funds 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.
43
<Page>
NOTES TO FINANCIAL STATEMENTS as of October 31, 2003 (Continued)
The tax composition of dividends and distributions were as follow:
<Table>
<Caption>
ORDINARY LONG-TERM
INCOME CAPITAL GAINS
------ -------------
International $ 265,181 $ --
International Value 25,983,597 37,067,031
<Caption>
YEAR ENDED ORDINARY LONG-TERM
OCTOBER 31, 2002: INCOME CAPITAL GAINS
------ -------------
Emerging Countries $ 2,891 $ --
International Value 19,220,965 45,599,213
</Table>
The amount of distributions from net investment income and net realized capital
gains are determined in accordance with federal income tax regulations, which
may differ from accounting principles generally accepted in the United States of
America. 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, wash sale deferrals, organization costs and other
temporary differences. To the extent 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 October 31, 2003:
<Table>
<Caption>
ACCUMULATED
UNDISTRIBUTED NET REALIZED
NET GAINS
PAID-IN INVESTMENT (LOSSES) ON
CAPITAL INCOME INVESTMENTS
------- ------------ ------------
Emerging Countries $ -- $ 272,385 $ (272,385)
Foreign (55,357) 73,322 (17,965)
International -- (31,040) 31,040
International
SmallCap Growth -- 741,287 (741,287)
International Value -- 1,833,676 (1,833,676)
Worldwide Growth (1,106,717) 1,046,259 60,458
</Table>
Capital loss carryforwards, which may be used to offset future realized capital
gains for federal income tax purposes were as follows at October 31, 2003:
<Table>
<Caption>
EXPIRATION
AMOUNT DATES
------------- ---------------
Emerging Countries $ 170,443,085 2005, 2007-2010
International 37,788,257 2007-2011
International
SmallCap Growth 237,702,930 2008-2010
International Value 98,526,506 2011
Worldwide Growth 235,346,672 2008-2011
</Table>
The following represents the tax-basis components of distributable earnings as
of October 31, 2003:
<Table>
<Caption>
UNDISTRIBUTED CAPITAL UNDISTRIBUTED
ORDINARY UNREALIZED LOSS LONG TERM
INCOME APPRECIATION CARRYFORWARDS GAIN/LOSS
-------------- -------------- -------------- --------------
Emerging
Countries $ 436,002 $ 33,118,086 $ (170,443,085) $ --
Foreign 117,485 436,142 -- --
International 142,522 10,472,665 (37,788,257) --
International
SmallCap
Growth 58,426 82,015,071 (237,702,930) --
International
Value 15,253,442 (91,077,118) (98,526,506) --
</Table>
NOTE 16 -- CHANGE IN FUNDS' AUDITORS (UNAUDITED)
PricewaterhouseCoopers, LLP ("PwC") served as independent auditors for the
Funds. On May 28, 2003, the Funds' Board dismissed PwC and selected KPMG LLP
("KPMG") as independent auditors for the Funds for the fiscal year ended October
31, 2003 upon the recommendation of the Funds' Audit Committee. During the two
most recent fiscal years and through May 28, 2003, there was no disagreement
with PwC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to PwC's satisfaction would have caused them to make reference in
connection with their opinion to the subject matter of the disagreement. The
audit reports of PwC on the financial statements of the ING Emerging Countries
Fund, ING International Fund, ING International SmallCap Growth Fund, ING
International Value Fund and ING Worldwide Growth Fund as of and for the periods
or years ended October 31, 2002 and 2001 did not contain any adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope, or accounting principles.
NOTE 17 -- OTHER INFORMATION (UNAUDITED)
As with many financial services companies, ING Investments and affiliates of ING
Investments (collectively, "ING") have received requests for information from
various governmental and self-regulatory agencies in connection with
investigations related to trading in investment company shares. In each case,
full cooperation and responses are being provided. ING is also conducting an
internal review of investment company share trading as well as reviewing their
policies and procedures in this area.
NOTE 18 -- SUBSEQUENT EVENT
For the Foreign Fund, effective December 1, 2003, the expense limitations for
Classes A, B, C, I and Q are 1.70%, 2.45%, 2.45%, 1.35% and 1.60%, respectively.
44
<Page>
ING
Emerging
Countries
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
COMMON STOCK: 90.8%
AUSTRIA: 0.6%
16,400 @ Bank Austria Creditanstalt AG $ 714,556
----------------
714,556
----------------
BRAZIL: 9.4%
38,100 Banco Itau Holding
Financeira SA ADR 1,556,385
14,300 Brasil Telecom
Participacoes SA ADR 522,236
46,100 Cia de Bebidas
Das Americas ADR 977,320
58,000 Cia Energetica de Minas
Gerais ADR 849,120
38,900 Cia Vale do Rio Doce ADR 1,571,560
36,800 Gerdau SA ADR 535,808
179,600 Petroleo Brasileiro
SA - Petrobras ADR 3,908,096
84,059 Tele Norte Leste
Participacoes SA ADR 1,191,116
----------------
11,111,641
----------------
CHILE: 1.2%
33,000 Cia de Telecomunicaciones
de Chile SA ADR 502,590
131,900 Enersis SA ADR 912,748
----------------
1,415,338
----------------
CHINA: 2.7%
1,596,000 China Oilfield Services Ltd. 462,418
1,746,000 China Petroleum &
Chemical Corp. 578,950
1,418,000 China Telecom Corp. Ltd. 470,189
334,000 Huaneng Power Intl., Inc. 511,815
203,000 @ Weiqiao Textile Co. 237,879
1,384,000 Zhejiang Expressway Co. Ltd. 873,276
----------------
3,134,527
----------------
HONG KONG: 3.1%
541,500 China Mobile Ltd. 1,537,540
434,000 Citic Pacific Ltd. 1,011,551
239,000 Cnooc Ltd. 450,874
702,000 Cofco Intl. Ltd. 433,908
302,000 @ Lee & Man Paper
Manufacturing Ltd. 223,612
----------------
3,657,485
----------------
HUNGARY: 0.4%
19,815 @ OTP Bank Rt. GDR 486,458
----------------
486,458
----------------
INDIA: 5.2%
240,000 I Larsen & Toubro Ltd. 2,154,016
20,000 Ranbaxy Laboratories Ltd. GDR 458,000
116,014 # Reliance Industries Ltd. GDR 2,772,735
91,300 Tata Motors Ltd. GDR 766,920
----------------
6,151,671
----------------
INDONESIA: 1.8%
615,346 @ Astra Intl. Tbk PT 315,042
4,097,500 @ Bank Mandiri Persero PT 458,145
360,000 Gudang Garam Tbk PT 557,171
1,037,000 Telekomunikasi
Indonesia Tbk PT $ 732,302
----------------
2,062,660
----------------
ISRAEL: 2.1%
26,500 @ Check Point
Software Technologies 450,235
36,200 Teva Pharmaceutical
Industries ADR 2,059,418
----------------
2,509,653
----------------
MALAYSIA: 4.6%
14,700 @ Astro All Asia Networks PLC 18,259
418,000 Gamuda BHD 836,000
94,600 Genting BHD 460,553
221,200 Malayan Banking BHD 593,747
372,000 New Straits Times Press BHD 405,284
1,749,000 Public Bank BHD 1,380,789
292,000 Resorts World BHD 845,263
384,000 Telekom Malaysia Bhd 929,684
----------------
5,469,579
----------------
MEXICO: 6.6%
69,700 America Movil SA de CV ADR 1,658,860
21,305 Cemex SA de CV ADR 511,320
15,700 Fomento Economico Mexicano
SA de CV ADR 560,804
948,100 @ Grupo Financiero
BBVA Bancomer 804,724
358,800 @ Grupo Mexico SA de CV 629,189
27,450 Grupo Televisa SA ADR 1,063,688
59,100 Telefonos de Mexico
SA de CV ADR 1,900,066
15,910 TV Azteca SA de CV ADR 128,712
189,600 Wal-Mart de Mexico SA de CV 528,714
----------------
7,786,077
----------------
PHILIPPINES: 0.3%
3,152,000 Ayala Land, Inc. 370,388
----------------
370,388
----------------
POLAND: 0.9%
14,100 Bank Pekao SA GDR 406,362
182,200 Telekomunikacja Polska SA GDR 630,412
----------------
1,036,774
----------------
RUSSIA: 4.2%
26,000 LUKOIL ADR 2,113,800
40,289 OAO Gazprom ADR 965,503
19,200 Surgutneftegaz ADR 476,928
30,175 YUKOS ADR 1,394,085
----------------
4,950,316
----------------
SOUTH AFRICA: 7.4%
210,000 Absa Group Ltd. 1,213,706
780,000 Firstrand Ltd. 921,972
109,600 Gold Fields Ltd. ADR 1,569,472
49,800 Harmony Gold
Mining Co. Ltd. ADR 752,976
11,500 Impala Platinum Holdings Ltd. 1,056,599
263,000 @ MTN Group Ltd. 942,146
18,300 Sappi Ltd. 231,543
</Table>
See Accompanying Notes to Financial Statements
45
<Page>
ING
Emerging
Countries
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
SOUTH AFRICA (CONTINUED)
40,500 Sappi Ltd. ADR $ 518,400
304,000 Standard Bank Group Ltd. 1,473,044
----------------
8,679,858
----------------
SOUTH KOREA: 16.0%
24,030 Daishin Securities Co. Ltd. 346,186
14,100 Honam Petrochemical Corp. 564,715
45,161 Kookmin Bank 1,648,462
37,210 Korea Electric Power Corp. 718,419
40,330 Korean Air Co. Ltd. 538,415
22,790 KT Corp. 906,978
9,030 KT Corp. ADR 177,981
69,300 # KT&G Corp. GDR 675,675
14,230 LG Chem Ltd. 571,124
21,100 LG Electronics, Inc. 1,092,886
4,462 Nong Shim Co. Ltd. 652,240
13,070 Posco 1,524,005
15,770 Samsung Electronics Co. Ltd. 6,262,695
13,190 Samsung Fire &
Marine Insurance Co. Ltd. 753,396
2,840 Shinsegae Co. Ltd. 569,920
10,600 SK Telecom Co. Ltd. 1,871,906
----------------
18,875,003
----------------
TAIWAN: 14.8%
182,613 Asustek Computer, Inc. GDR 440,097
246,600 China Motor Corp. Ltd. 468,159
19,000 China Steel Corp. GDR 304,000
968,000 Chinatrust Financial Holding Co. 1,005,751
1,147,000 Compal Electronics, Inc. 1,738,645
1,384,506 Eva Airways Corp. 586,810
1,675,000 Fubon Financial Holding Co. Ltd. 1,764,975
60,000 @ HannStar Display Corp. ADR 501,000
114,060 Hon Hai Precision Industry 510,291
164,424 HON HAI Precision Industry GDR 1,484,749
185,000 @ Ichia Technologies, Inc. 337,601
76,450 MediaTek, Inc. 787,564
1,033,360 Nan Ya Plastic Corp. 1,377,813
686,660 Synnex Technology Intl. Corp. 1,010,537
1,274,372 @ Taiwan Semiconductor
Manufacturing Co. Ltd. 2,513,111
2,349,626 @ United Microelectronics Corp. 2,150,798
648,968 Yuanta Core Pacific Securities Co. 403,038
----------------
17,384,939
----------------
THAILAND: 2.7%
221,900 @ Bangkok Bank PCL 520,056
962,650 Bangkok Expressway PCL 530,851
117,000 BEC World PLC 709,713
334,500 @ Kasikornbank PCL 373,111
3,044,500 Land & House PLC 1,030,223
----------------
3,163,954
----------------
TURKEY: 1.6%
189,000,000 Akbank Tas 885,738
400,000,000 @ Turkiye Garanti Bankasi AS 937,289
----------------
1,823,027
----------------
UNITED KINGDOM: 3.7%
188,000 Anglo American PLC 3,847,461
272,700 Old Mutual PLC 473,170
----------------
4,320,631
----------------
UNITED STATES: 1.5%
12,000 @ iShares MSCI Emerging
Markets Index Fund $ 1,780,920
----------------
1,780,920
----------------
Total Common Stock
(Cost $72,812,774) 106,885,455
----------------
PREFERRED STOCK: 3.1%
BRAZIL: 0.3%
12,562,388 Duratex SA 315,406
----------------
315,406
----------------
SOUTH KOREA: 2.8%
16,880 Samsung Electronics Co. Ltd. 3,351,753
----------------
3,351,753
----------------
Total Preferred Stock
(Cost $2,820,588) 3,667,159
----------------
WARRANTS: 3.5%
INDIA: 3.5%
32,000 @,E Bajaj Auto Ltd., Expires
01/17/2006 646,249
60,500 @,E Bharat Heavy Electricals Ltd.,
Expires 09/09/2005 642,921
129,000 @,E Hindustan Lever Ltd.,
Expires 01/23/2004 496,985
127,400 @,E ICICI Bank Ltd., Expires
07/16/2004 697,439
11,000 @,E Infosys Technologies Ltd.,
06/14/2004 1,150,837
52,500 @,E Larsen & Toubro Ltd.,
Expires 04/24/2006 471,295
----------------
4,105,726
----------------
SOUTH KOREA: 0.0%
1,100 @,E KT Corp. 43,784
----------------
43,784
----------------
Total Warrants
(Cost $3,249,610) 4,149,510
----------------
TOTAL INVESTMENTS
IN SECURITIES (COST
$78,882,972)* 97.4% $ 114,702,124
OTHER ASSETS AND
LIABILITIES-NET 2.6 3,114,705
----- ----------------
NET ASSETS 100.0% $ 117,816,829
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
E Equity Linked Product
I Illiquid Security
# Securities with purchases pursuant to Rule 144A under the Securities Act of
1933 and may not be resold subject to that rule except to qualified
institutional buyers. These securities have been determined to be liquid
under the guidelines established by the Funds' Board of Directors/Trustees.
* Cost for federal income tax purposes is $81,698,119. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 33,423,085
Gross Unrealized Depreciation (419,080)
----------------
Net Unrealized Appreciation $ 33,004,005
================
</Table>
See Accompanying Notes to Financial Statements
46
<Page>
ING
Emerging
Countries
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------
Agriculture 1.1%
Airlines 1.0
Auto Manufacturers 1.1
Banks 13.0
Beverages 1.3
Building Materials 0.7
Chemicals 4.5
Commercial Services 1.2
Computers 4.0
Diversified Financial Services 2.8
Electric 2.6
Electrical Components & Equipment 9.5
Electronics 1.1
Engineering & Construction 0.7
Entertainment 0.7
Food 0.9
Forest Products & Paper 0.8
Gas 0.8
Holding Companies-Diversified 3.1
Home Builders 0.9
Household Products/Wares 0.4
Insurance 1.0
Internet 0.4
Investment Companies 1.5
Iron/Steel 2.0
Leisure Time 0.6
Lodging 0.4
Media 2.0
Mining 8.0
Oil and Gas 7.6
Oil and Gas Services 0.4
Pharmaceuticals 2.1
Real Estate 0.3
Retail 1.2
Semiconductors 4.7
Software 1.0
Telecommunications 11.8
Textiles 0.2
Other Assets and Liabilities--Net 2.6
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
47
<Page>
ING
Foreign
Fund PORTFOLIO OF INVESTMENTS as October 31, 2003
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
COMMON STOCK: 81.5%
AUSTRALIA: 3.2%
10,791 Alumina Ltd. $ 45,634
13,043 AMP Ltd. 60,896
1,052 Australia & New Zealand
Banking Group Ltd. 13,287
13,347 BHP Billiton Ltd. 110,992
2,754 CSL Ltd. 33,220
25,702 John Fairfax Holdings Ltd. 66,018
5,022 Newcrest Mining Ltd. 43,046
7,687 News Corp. Ltd. 68,451
5,950 Sons of Gwalia Ltd. 14,608
----------------
456,152
----------------
AUSTRIA: 1.5%
808 @ Bank Austria Creditanstalt AG 35,205
1,198 Erste Bank Der Oesterreichischen
Sparkassen AG 132,456
348 Omv AG 44,500
----------------
212,161
----------------
BELGIUM: 0.8%
470 Almanij NV 21,259
661 Delhaize Group 31,389
3,042 Fortis 54,247
----------------
106,895
----------------
BRAZIL: 1.5%
867 Aracruz Celulose SA 24,363
3,985 Centrais Eletricas Brasileiras SA 26,152
5,054 Centrais Eletricas Brasileiras SA ADR 31,582
1,447 Cia de Bebidas Das Americas ADR 30,676
2,209 Cia Energetica de Minas Gerais ADR 32,340
430 Telemig Celular Participacoes SA 13,696
2,476 @ Telesp Celular Participacoes SA 14,113
1,611 Uniao de Bancos Brasileiros SA 35,619
----------------
208,541
----------------
CANADA: 1.7%
2,022 Canadian Natural Resources Ltd. 85,894
1,690 Encana Corp. 58,045
6,946 @ Nortel Networks Corp. 30,987
1,562 Petro-Canada 62,964
----------------
237,890
----------------
CZECHOSLOVAKIA: 1.5%
1,316 Cesky Telecom AS GDR 13,251
6,534 Komercni Banka AS GDR 194,298
----------------
207,549
----------------
DENMARK: 1.1%
3 AP Moller-Maersk A/S 23,551
627 ISS A/S 29,906
307 Radiometer A/S 18,556
1,642 TDC A/S 52,769
1,083 Vestas Wind Systems A/S 22,779
219 @ William Demant Holding 7,449
----------------
155,010
----------------
FINLAND: 2.4%
4,340 Fortum OYJ 40,009
10,742 Nokia OYJ 182,442
3,530 Sampo OYJ 29,710
1,442 Tietoenator Oyj $ 38,220
2,809 UPM-Kymmene OYJ 52,574
----------------
342,955
----------------
FRANCE: 8.6%
1,198 Accor 47,114
9,119 @ Alcatel SA 120,318
6,273 @ Altran Technologies SA 77,590
1,327 @ Atos Origin 88,547
836 Aventis SA 44,268
1,530 AXA 28,991
2,456 BNP Paribas 129,049
3,238 Bouygues 88,082
594 Carrefour SA 31,184
1,243 Cie de Saint-Gobain 52,438
464 @ Credit Lyonnais Financial
Products Guernsey Ltd. 12,237
1,234 @ France Telecom 29,867
933 LVMH Moet Hennessy
Louis Vuitton SA 64,480
962 Renault SA 63,632
843 Societe Generale 62,621
1,845 Suez SA 29,598
1,119 Total SA 173,921
3,154 @ Vivendi Universal SA 66,254
----------------
1,210,191
----------------
GERMANY: 5.0%
508 Altana AG 32,008
3,333 @ Bayerische Hypo-und
Vereinsbank AG 72,765
1,300 Bayerische Motoren Werke AG 52,138
2,269 Deutsche Lufthansa AG 35,345
4,768 @ Deutsche Telekom AG 74,827
529 E.ON AG 26,628
1,842 @ Fraport AG Frankfurt
Airport Services Worldwide 47,537
521 @ Heidelberger Druckmaschinen 18,109
601 Henkel KGaA 41,298
2,545 @ Hypo Real Estate Holding 43,934
939 Metro AG 38,096
281 @ Muenchener Rueckversicherungs AG 33,515
666 Schering AG 31,317
1,454 Siemens AG 97,697
764 @ Software AG 17,674
850 Stada Arzneimittel AG 43,685
----------------
706,573
----------------
GREECE: 0.5%
4,331 Hellenic Telecommunications
Organization SA 48,535
921 Public Power Corp. 19,850
----------------
68,385
----------------
HUNGARY: 3.6%
559 Egis Rt. 21,657
180 Gedeon Richter Rt. 18,511
11,890 Matav Magyar Tavkozlesi Rt. 42,795
30,109 @ OTP Bank Rt. 368,865
2,549 @ OTP Bank Rt. GDR 62,833
----------------
514,661
----------------
</Table>
See Accompanying Notes to Financial Statements
48
<Page>
ING
Foreign
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
INDIA: 0.1%
301 @,X Dr. Reddy's Laboratories Ltd. $ 7,588
----------------
7,588
----------------
IRELAND: 0.1%
1,721 Bank of Ireland 21,334
----------------
21,334
----------------
ITALY: 2.1%
8,081 Banca Intesa S.p.A. 27,243
16,448 @ Banca Nazionale del Lavoro S.p.A. 37,477
2,524 Banco Popolare di Verona e
Novara Scrl 39,024
12,955 @ Capitalia S.p.A. 36,144
25,604 Cassa di Risparmio di Firenze S.p.A. 39,557
3,121 Mediaset S.p.A. 31,529
25,964 @ Telecom Italia S.p.A. 67,761
2,463 Unicredito Italiano S.p.A. 12,140
----------------
290,875
----------------
JAPAN: 14.2%
11,469 Bank of Yokohama Ltd. 49,555
1,337 Canon, Inc. 64,700
1,700 Daiwa Securities Group Inc. 12,433
2,000 Fuji Photo Film Co. Ltd. 58,945
15 Fuji Television Network Inc 79,820
6,831 Hitachi Ltd. 40,141
879 Honda Motor Co. Ltd. 34,701
1,467 Ito-Yokado Co. Ltd. 53,910
1,898 Kao Corp. 39,019
6 KDDI Corp. 32,583
2,000 Matsushita Electric
Industrial Co. Ltd. 26,361
6,000 Mitsubishi Estate Co. Ltd. 57,525
14 . Mitsubishi Tokyo Financial
Group, Inc. 100,604
9,966 Nikko Cordial Corp. 53,758
3,381 @ Nikon Corp 51,329
5 Nippon Telegraph &
Telephone Corp. 22,331
12,186 Nomura Holdings, Inc. 209,280
57,680 Nomura TOPIX Exchange
Traded Fund 550,907
6,000 Sanyo Electric Co. Ltd. 27,507
2,974 Shiseido Co. Ltd. 31,218
2,448 Sony Corp. 85,285
17 Sumitomo Mitsui
Financial Group, Inc. 85,514
200 Takeda Chemical Industries Ltd. 7,077
9,703 The Bank of Fukuoka Ltd. 40,512
3,842 @ The Seiyu Ltd. 12,407
1,830 The Sumitomo Trust &
Banking Co. Ltd. 10,221
6,100 Tokyo Broadcasting System, Inc. 97,713
2,100 Toyota Motor Corp. 59,790
502 Uni-Charm Corp. 23,425
----------------
2,018,571
----------------
MEXICO: 0.2%
1,760 @ Grupo Financiero BBVA Bancomer 29,877
----------------
29,877
----------------
NETHERLANDS: 3.5%
2,253 Aegon NV $ 29,543
1,041 Akzo Nobel NV 32,916
718 @ ASM International NV 12,470
1,653 European Aeronautic Defense
And Space Co. 33,628
11,312 @ Getronics NV 25,117
575 Grolsch NV 15,254
1,666 Heineken NV 59,457
3,682 @ Koninklijke Ahold NV 31,161
6,046 Koninklijke Philips Electronics NV 162,989
828 Royal Dutch Petroleum Co. 36,740
6,638 @ Royal KPN NV 50,467
----------------
489,742
----------------
NORWAY: 2.4%
8,795 DnB Holding ASA 51,362
511 Gjensidige NOR ASA 20,954
703 @ Golar LNG Ltd. 8,201
1,018 Norsk Hydro ASA 57,291
758 Sparebanken Midt-Norge 24,866
1,280 Sparebanken Rogaland 51,584
3,911 Statoil ASA 36,776
6,006 @ Storebrand 33,461
5,652 Telenor ASA 30,769
5,335 Tomra Systems ASA 30,703
----------------
345,967
----------------
POLAND: 1.3%
1,790 @ Agora SA 22,052
4,114 @ Bank Pekao SA GDR 117,511
11,059 Telekomunikacja Polska SA GDR 38,731
----------------
178,294
----------------
RUSSIA: 1.6%
366 MMC Norilsk Nickel ADR 18,849
3,291 @ Sun Interbrew Ltd. GDR 19,511
3,013 Unified Energy System ADR 76,380
6,035 Uralsvyazinform ADR 37,055
4,311 @ Wimm-Bill-Dann Foods OJSC 81,564
----------------
233,359
----------------
SPAIN: 3.1%
746 Acerinox SA 32,477
225 Banco Pastor SA 6,604
7,065 Banco Santander Central
Hispano SA 67,758
8,402 Endesa SA 133,322
2,330 Grupo Empresarial Ence SA 46,019
3,420 Promotora de Informaciones
SA (PRISA) 37,928
3,643 Repsol YPF SA 63,524
3,558 Union Fenosa SA 57,493
----------------
445,125
----------------
SWEDEN: 3.5%
1,127 Autoliv, Inc. ADR 37,129
2,361 @ Elekta AB 46,912
341 Getinge AB 12,480
19,950 Nordea AB 123,779
28,948 Skandia Forsakrings AB 106,131
1,621 Svenska Cellulosa AB 61,196
</Table>
See Accompanying Notes to Financial Statements
49
<Page>
ING
Foreign
Fund PORTFOLIO OF INVESTMENTS as October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
SWEDEN (CONTINUED)
38,732 @ Telefonaktiebolaget LM Ericsson $ 66,532
9,870 TeliaSonera AB 43,145
----------------
497,304
----------------
SWITZERLAND: 6.4%
767 Baloise Holding Ltd. 31,160
1,469 Compagnie Financiere
Richemont AG 33,058
660 Converium Holding AG 32,522
3,708 Credit Suisse Group 130,649
323 @ Micronas Semiconductor Hold 13,425
310 Nestle SA 68,252
2,945 Novartis AG 112,256
365 Phonak Holding AG 6,929
2,103 Roche Holding AG 174,022
126 Sulzer AG 29,958
670 @ Swiss Life Holding 113,645
157 Swisscom AG 45,677
718 UBS AG 44,090
543 Zurich Financial Services AG 69,535
----------------
905,178
----------------
TURKEY: 1.0%
2,322 Akbank TAS 21,764
6,005 @ Anadolu Efes Biracilik Ve
Malt Sanayii AS 14,739
60,605 @ Sabanci Holding 64,363
17,506 @ Turkiye Garanti Bankasi AS 41,020
----------------
141,886
----------------
UNITED KINGDOM: 10.5%
3,335 Abbey National PLC 31,848
5,119 @ Acambis Plc 31,793
6,947 Standard Chartered PLC 111,108
9,118 BP PLC 63,284
10,310 Diageo PLC 121,246
3,275 Gallaher Group PLC 32,789
5,898 Glaxosmithkline PLC 126,309
30,268 Hilton Group PLC 100,030
8,702 HSBC Holdings PLC 130,688
3,875 Imperial Tobacco Group PLC 64,245
3,661 Reckitt Benckiser Plc 77,035
57,054 Royal & Sun Alliance
Insurance Group 84,716
3,197 Royal Bank of Scotland
Group PLC 85,663
7,885 Smith & Nephew PLC 62,654
4,778 Technest Holdings, Inc. 59,473
8,066 Tesco PLC 32,337
120,466 Vodafone Group PLC 252,978
3,850 William Hill PLC 22,148
----------------
1,490,344
----------------
VENEZUELA: 0.1%
684 Cia Anonima Nacional Telefonos
de Venezuela - CANTV ADR 10,233
----------------
10,233
----------------
Total Common Stock
(Cost $11,104,939) 11,532,640
----------------
<Caption>
PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------------------------------------------------
CORPORATE BONDS: 0.0%
FRANCE: 0.0%
$ 561 AXA, 0.000%, due 12/21/04 $ 753
----------------
753
----------------
Total Corporate Bonds
(Cost $637) 753
----------------
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
MUTUAL FUNDS: 2.8%
INDIA: 0.3%
1,372 @ S&P CNX Nifty Index $ 45,371
----------------
45,371
----------------
UNITED STATES: 2.5%
37,578 @ Ishares MSCI Japan Index Fund 347,221
----------------
347,221
----------------
Total Mutual Funds
(Cost $393,296) 392,592
----------------
PREFERRED STOCK: 1.0%
GERMANY: 1.0%
639 Henkel KGaA 46,806
6,165 ProSieben SAT.1 Media AG 93,885
----------------
140,691
----------------
Total Preferred Stock
(Cost $115,471) 140,691
----------------
RIGHTS: 0.0%
AUSTRALIA: 0.0%
7,696 @,X AMP Ltd. Rights Allocated --
155 @ Australia & New Zealand
Banking Group Ltd. 474
----------------
474
----------------
GERMANY: 0.0%
195 Muenchener
Rueckversicherungs AG 1,612
----------------
1,612
----------------
Total Rights
(Cost $0) 2,086
----------------
</Table>
See Accompanying Notes to Financial Statements
50
<Page>
ING
Foreign
Fund PORTFOLIO OF INVESTMENTS as October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
WARRANTS: 0.3%
INDIA: 0.3%
6,804 @,E Satyam Computer Services Ltd.,
Expires 01/05/2004 $ 45,859
----------------
45,859
----------------
Total Warrants (Cost $41,930) 45,859
----------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$11,656,273)* 85.6% $ 12,114,621
OTHER ASSETS AND
LIABILITIES-NET 14.4 2,038,033
----- ----------------
NET ASSETS 100.0% $ 14,152,654
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
X Fair Value as determined by ING Valuation Committee appointed by the Fund's
Board of Directors.
E Equity Linked Product
* Cost for federal income tax purposes is $11,695,121. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 505,951
Gross Unrealized Depreciation (86,451)
----------------
Net Unrealized Appreciation $ 419,500
================
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------
Aerospace/Defense 0.2%
Agriculture 0.7
Airlines 0.2
Auto Manufacturers 1.5
Auto Parts & Equipment 0.3
Banks 18.7
Beverages 1.8
Building Materials 0.4
Chemicals 0.2
Commercial Services 0.2
Computers 1.1
Cosmetics/Personal Care 0.7
Diversified Financial Services 2.7
Electric 3.1
Electrical Components & Equipment 0.6
Electronics 1.2
Engineering & Construction 1.5
Entertainment 0.9
Environmental Control 0.2
Equity Fund 6.7
Food 2.2
Forest Products & Paper 1.3
Healthcare-Products 1.1
Holding Companies-Diversified 2.1
Home Furnishings 0.8
Household Products/Wares 1.2
Insurance 4.4
Iron/Steel 0.2
Lodging 0.3
Machinery-Diversified 0.1
Media 4.0
Mining 1.7
Miscellaneous Manufacturing 1.7
Office/Business Equipment 0.5
Oil and Gas 4.8
Pharmaceuticals 4.8
Real Estate 0.4
Retail 0.7
Semiconductors 0.2
Software 0.5
Telecommunications 9.3
Transportation 0.2
Water 0.2
Other Assets and Liabilities, Net 14.4
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
51
<Page>
ING
International
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
COMMON STOCK: 87.6%
AUSTRALIA: 1.5%
206,000 Qbe Insurance Group Ltd. $ 1,505,523
----------------
1,505,523
----------------
BELGIUM: 0.9%
3,030 Electrabel 837,973
----------------
837,973
----------------
BRAZIL: 1.1%
47,000 Uniao de Bancos Brasileiros SA ADR 1,039,170
----------------
1,039,170
----------------
CANADA: 0.9%
24,103 Encana Corp. 827,846
----------------
827,846
----------------
CHILE: 0.5%
20,500 Banco Santander Chile SA ADR 487,080
----------------
487,080
----------------
DENMARK: 2.0%
39,000 Danske Bank A/S 786,764
36,900 TDC A/S 1,185,846
----------------
1,972,610
----------------
FINLAND: 0.7%
38,000 UPM-Kymmene OYJ 711,218
----------------
711,218
----------------
FRANCE: 7.1%
10,850 Aventis SA 574,528
26,900 AXA 509,721
17,406 Lafarge SA 1,246,444
12,400 Schneider Electric SA 725,795
20,700 Societe Generale 1,537,673
20,239 Total SA 1,776,466
14,400 Valeo SA 539,195
----------------
6,909,822
----------------
GERMANY: 5.5%
28,539 Deutsche Bank AG 1,882,439
20,200 Deutsche Boerse AG 1,122,933
77,000 @ Infineon Technologies AG 1,135,019
18,200 Siemens AG 1,227,135
----------------
5,367,526
----------------
GREECE: 1.0%
82,000 Greek Organization of
Football Prognostics SA 991,380
----------------
991,380
----------------
HONG KONG: 1.9%
446,000 China Merchants Holdings
Intl. Co. Ltd. 605,908
1,302,000 Giordano Intl. Ltd. 586,811
1,236,000 Global Bio-Chem
Technology Group Co. Ltd. 628,688
----------------
1,821,407
----------------
HUNGARY: 0.4%
34,500 @ OTP Bank Rt. 422,658
----------------
422,658
----------------
INDONESIA: 0.5%
901,000 HM Sampoerna Tbk PT $ 461,290
----------------
461,290
----------------
IRELAND: 2.3%
91,800 Irish Life & Permanent PLC 1,285,946
108,210 @ Ryanair Holdings PLC 918,297
----------------
2,204,243
----------------
ISRAEL: 0.9%
15,700 Teva Pharmaceutical
Industries ADR 893,173
----------------
893,173
----------------
ITALY: 3.3%
148,200 Banca Fideuram S.p.A. 930,326
78,000 Bulgari S.p.A. 705,452
122,000 Enel S.p.A. 763,019
205,000 Snam Rete Gas S.p.A. 772,133
----------------
3,170,930
----------------
JAPAN: 19.4%
76,000 Amano Corp. 521,945
129,000 Asahi Diamond Industrial Co. Ltd. 620,740
30,800 Familymart Co. Ltd. 669,596
16,200 Fanuc Ltd. 974,048
7,400 Hirose Electric Co. Ltd. 909,392
99,000 JGC Corp. 851,003
51,000 Kao Corp. 1,048,438
3,500 Mabuchi Motor Co. Ltd. 266,794
69,500 Marui Co. Ltd. 882,539
119,000 Nikko Cordial Corp. 641,897
200 Nippon Telegraph &
Telephone Corp. 893,255
53,000 Nippon Yusen Kabushiki Kaisha 225,624
62,000 Nomura Holdings, Inc. 1,064,774
540 NTT Docomo, Inc. 1,169,054
18,700 Oriental Land Co. Ltd. 1,027,407
26,000 Otsuka Kagu Ltd. 756,811
51,000 Sekisui House Ltd. 500,559
47,500 Shimano, Inc. 907,354
57,000 Shiseido Co. Ltd. 598,335
21,200 Tokyo Electron Ltd. 1,519,589
31,000 Tostem Inax Holding Corp. 552,408
44,000 Toyota Motor Corp. 1,252,740
81,000 Yamato Transport Co. Ltd. 1,076,464
----------------
18,930,766
----------------
MALAYSIA: 1.3%
256,000 Malayan Banking BHD 687,158
730,000 Public Bank BHD 576,316
----------------
1,263,474
----------------
MEXICO: 1.1%
33,300 Telefonos de Mexico SA de CV
ADR 1,070,595
----------------
1,070,595
----------------
NETHERLANDS: 2.2%
18,276 Koninklijke Philips Electronics NV 492,691
35,990 Royal Dutch Petroleum Co. 1,597,202
----------------
2,089,893
----------------
</Table>
See Accompanying Notes to Financial Statements
52
<Page>
ING
International
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
NEW ZEALAND: 0.9%
216,500 Carter Holt Harvey Ltd. $ 243,442
86,600 Fisher & Paykel Healthcare Corp 643,858
----------------
887,300
----------------
NORWAY: 0.8%
127,200 Tomra Systems ASA 732,042
----------------
732,042
----------------
RUSSIA: 1.1%
23,794 YUKOS ADR 1,099,283
----------------
1,099,283
----------------
SINGAPORE: 0.9%
116,000 United Overseas Bank Ltd. 906,172
----------------
906,172
----------------
SOUTH AFRICA: 1.4%
95,500 Gold Fields Ltd. ADR 1,367,560
----------------
1,367,560
----------------
SOUTH KOREA: 1.1%
64,800 LG Investment & Securities Co. Ltd. 572,167
85,700 Woori Finance Holdings Co. Ltd. 469,232
----------------
1,041,399
----------------
SPAIN: 1.6%
418 @ Antena 3 Television SA 13,654
123,800 Telefonica SA 1,539,917
----------------
1,553,571
----------------
SWEDEN: 1.3%
55,180 Foreningssparbanken AB 919,566
40,800 Swedish Match AB 332,118
----------------
1,251,684
----------------
SWITZERLAND: 5.2%
9,500 Adecco SA 560,246
8,165 Nestle SA 1,797,664
19,280 Novartis AG ADR 739,774
12,000 Roche Holding AG 992,998
15,100 UBS AG 927,248
----------------
5,017,930
----------------
TAIWAN: 0.6%
52,704 @ Taiwan Semiconductor
Manufacturing Co. Ltd. 582,906
----------------
582,906
----------------
THAILAND: 0.5%
75,400 BEC World PLC 457,371
----------------
457,371
----------------
UNITED KINGDOM: 16.9%
195,000 BAA PLC 1,542,018
239,600 BP PLC 1,662,950
91,300 British American Tobacco PLC 1,103,887
153,400 @ British Sky Broadcasting PLC 1,665,998
86,400 Diageo PLC 1,016,052
76,325 Glaxosmithkline PLC 1,811,722
16,800 HSBC Holdings PLC 1,261,176
46,500 Imperial Tobacco Group PLC 770,933
116,375 Kingfisher PLC 557,888
835,900 Legal & General Group PLC 1,475,220
59,600 Provident Financial PLC $ 653,859
29,200 Rio Tinto PLC 708,083
56,500 Severn Trent PLC 678,814
745,373 Vodafone Group PLC 1,565,265
----------------
16,473,865
----------------
UNITED STATES: 0.8%
16,000 Schlumberger Ltd. 751,520
----------------
751,520
----------------
Total Common Stock
(Cost $74,578,750) 85,101,180
----------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$74,578,750)* 87.6% $ 85,101,180
OTHER ASSETS AND
LIABILITIES-NET 12.4 12,047,593
----- ----------------
NET ASSETS 100.0% $ 97,148,773
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
* Cost for federal income tax purposes is $74,644,800. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 12,880,361
Gross Unrealized Depreciation (2,423,981)
----------------
Net Unrealized Appreciation $ 10,456,380
================
</Table>
See Accompanying Notes to Financial Statements
53
<Page>
ING
International
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------
Agriculture 2.7%
Airlines 0.9
Auto Manufacturers 1.3
Auto Parts & Equipment 0.6
Banks 11.8
Beverages 1.0
Biotechnology 0.6
Building Materials 1.9
Commercial Services 1.2
Cosmetics/Personal Care 1.7
Diversified Financial Services 7.0
Electric 1.6
Electronics 2.7
Engineering & Construction 2.5
Entertainment 2.1
Environmental Control 0.8
Food 1.9
Forest Products & Paper 1.0
Gas 0.8
Hand/Machine Tools 1.3
Healthcare-Products 0.7
Home Builders 0.5
Insurance 3.6
Leisure Time 0.9
Media 2.2
Mining 2.1
Miscellaneous Manufacturing 1.8
Oil and Gas 7.2
Oil and Gas Services 0.8
Pharmaceuticals 5.2
Retail 4.3
Semiconductors 3.3
Telecommunications 7.6
Transportation 1.3
Water 0.7
Other Assets and Liabilities--Net 12.4
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
54
<Page>
ING
International
SmallCap Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
COMMON STOCK: 92.9%
AUSTRALIA: 0.7%
647,441 BHP Steel Ltd. $ 2,489,903
----------------
2,489,903
----------------
AUSTRIA: 1.0%
31,000 Erste Bank Der
Oesterreichischen
Sparkassen AG 3,427,527
----------------
3,427,527
----------------
BELGIUM: 0.8%
22,400 Colruyt SA 2,031,120
16,600 @ Mobistar SA 833,652
----------------
2,864,772
----------------
BERMUDA: 0.6%
104,000 Frontline Ltd. 2,029,397
----------------
2,029,397
----------------
CANADA: 11.1%
258,900 Abitibi-Consolidated, Inc. 1,742,303
190,100 AGF Management Ltd. 2,495,148
91,000 @ Ballard Power Systems, Inc. 1,178,450
146,600 Canadian Pacific Railway Ltd. 4,109,068
181,200 @ Cequel Energy, Inc. 1,044,816
221,900 CI Fund Management, Inc. 2,483,233
176,500 @ Compton Petroleum Corp. 752,574
103,800 @ Cott Corp. 2,703,990
101,400 Dofasco, Inc. 2,451,818
54,400 Ensign Resource Service Group 823,398
350,300 @ Esprit Exploration Ltd. 669,744
80,400 Finning Intl., Inc. 1,841,566
108,400 IPSCO, Inc. 1,497,640
151,600 @ Kingsway Financial Services, Inc. 1,591,855
133,700 @ Olympia Energy, Inc. 296,198
41,600 @ Precision Drilling Corp. 1,638,208
120,100 @ Progress Energy Ltd. 956,754
160,400 @ RONA, Inc. 2,981,525
228,000 @ Stake Technology Ltd. 2,186,520
127,000 Teck Cominco Ltd. 1,657,297
122,800 @ Westjet Airlines Ltd. 2,674,852
----------------
37,776,957
----------------
CHINA: 1.4%
948,000 Byd Co. Ltd. 2,472,024
8,000,000 Sinopec Shanghai
Petrochemical Co. Ltd. 2,266,377
----------------
4,738,401
----------------
DENMARK: 0.7%
50,000 @ Jyske Bank 2,408,301
----------------
2,408,301
----------------
FINLAND: 1.1%
20,000 Nokian Renkaat OYJ 1,494,045
271,600 Sampo OYJ 2,285,921
----------------
3,779,966
----------------
FRANCE: 3.8%
42,400 Cie Generale D'Optique
Essilor Intl. SA 2,039,620
37,800 Dassault Systemes SA 1,603,901
83,000 @ Flamel Technologies ADR 2,095,750
13,000 IPSOS 1,097,168
171,500 @ JC Decaux SA $ 2,524,008
51,853 Valeo SA 1,941,590
21,100 Vinci SA 1,529,368
----------------
12,831,405
----------------
GERMANY 4.7%
50,000 Continental AG 1,697,250
83,600 @ Epcos AG 1,724,062
20,000 GFK AG 501,038
24,691 @ Heidelbergcement AG 1,054,846
105,700 @ Hypo Real Estate Holding 1,843,144
71,000 @ Infineon Technologies AG 1,046,576
65,000 KarstadtQuelle AG 1,615,526
66,100 Medion AG 2,936,873
164,200 MG Technologies AG 2,074,893
80,000 @ SGL Carbon AG 1,501,950
----------------
15,996,158
----------------
GREECE: 1.0%
78,600 Coca Cola Hellenic
Bottling Co. SA 1,525,921
46,760 Titan Cement Co. SA 1,793,831
----------------
3,319,752
----------------
HONG KONG: 3.8%
493,500 ASM Pacific Technology 1,846,089
1,134,000 Cathay Pacific Airways Ltd. 2,168,497
200,000 DAH Sing Financial 1,397,170
5,000,000 @ First Pacific Co. 965,785
1,000,000 Hysan Development Co. Ltd. 1,455,116
1,087,500 Kerry Properties Ltd. 1,442,401
640,000 Kingboard Chemicals Holdings 836,499
279,000 Television Broadcasts Ltd. 1,322,122
250,000 Wing Hang Bank Ltd. 1,542,037
----------------
12,975,716
----------------
INDIA: 0.4%
58,260 Ranbaxy Laboratories Ltd. GDR 1,334,154
----------------
1,334,154
----------------
IRELAND: 1.9%
339,500 Anglo Irish Bank Corp. PLC 4,076,928
250,000 Grafton Group PLC 1,554,844
200,000 Greencore Group PLC 720,750
----------------
6,352,522
----------------
ISRAEL: 0.9%
50,000 @ Taro Pharmaceuticals Industries 3,212,500
----------------
3,212,500
----------------
ITALY: 2.7%
1,285,100 @ Banca Nazionale del
Lavoro S.p.A. 2,928,100
95,100 Banco Popolare di
Verona e Novara Scrl 1,470,365
150,000 Buzzi Unicem S.p.A. 1,668,768
98,600 Italcementi S.p.A. 1,186,343
289,100 Saipem S.p.A. 2,103,853
----------------
9,357,429
----------------
JAPAN: 22.0%
36,800 Advantest Corp. 2,741,547
750,000 Aioi Insurance Co. Ltd. 2,797,107
590,000 Bank of Yokohama Ltd. 2,549,234
</Table>
See Accompanying Notes to Financial Statements
55
<Page>
ING
International
SmallCap Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
JAPAN (CONTINUED)
142,100 Capcom Co. Ltd. $ 1,835,467
37,000 Disco Corp. 1,985,719
25,000 Eneserve Corp. 1,023,332
25,700 Funai Electric Co. Ltd. 3,424,797
57,700 Hogy Medical Co. Ltd. 2,828,972
234,000 JSR Corp. 4,959,475
200,000 Kamigumi Co. Ltd. 1,302,588
378,000 Keihin Electric Express
Railway Co. Ltd. 2,210,888
1,417,000 @ Kobe Steel Ltd. 1,817,410
152,000 Marui Co. Ltd. 1,930,159
45,000 Matsui Securities Co. Ltd. 1,080,639
43,400 Meitec Corp. 1,551,480
900,000 Mitsui Mining & Smelting Co. Ltd. 3,602,128
50,930 Nichii Gakkan Co. 2,770,376
30,500 Nidec Corp. 2,971,346
221,000 Nippon Electric Glass Co. Ltd. 4,060,763
69,900 Nitto Denko Corp. 3,668,741
402,000 NSK Ltd. 1,656,488
147,000 @ Sega Corp. 1,627,316
116,000 Shimano, Inc. 2,215,855
200,000 Sumitomo Corp. 1,388,093
400,000 The Bank of Fukuoka Ltd. 1,670,078
550,000 The Sumitomo
Trust & Banking Co. Ltd. 3,071,814
107,500 THK Co. Ltd. 2,180,607
149,000 Toho Gas Co. Ltd. 436,422
179,000 Tokyo Broadcasting System, Inc. 2,867,322
859 @ UMC Japan 1,172,056
30,200 Uni-Charm Corp. 1,409,251
186,000 @ Victor Co. of Japan Ltd. 1,674,989
204,000 Yokogawa Electric Corp. 2,384,500
----------------
74,866,959
----------------
LUXEMBOURG: 0.8%
683,600 @ Gemplus Intl. SA 1,446,327
35,125 Tenaris SA 92,218
48,349 Tenaris SA ADR 1,315,093
----------------
2,853,638
----------------
NERHERLANDS: 1.6%
148,000 @ Asml Holding NV ADR 2,597,400
18,100 Fugro NV ADR 910,034
141,566 Vedior NV ADR 2,040,674
----------------
5,548,108
----------------
NORWAY: 0.9%
150,600 @ Golar LNG Ltd. 1,756,846
250,000 Smedvig ASA 1,431,692
----------------
3,188,538
----------------
PHILIPPINES: 0.2%
50,000 Globe Telecom, Inc. 714,092
----------------
714,092
----------------
RUSSIA: 0.5%
26,000 @ Vimpel-Communications ADR 1,692,600
----------------
1,692,600
----------------
SINGAPORE: 1.3%
2,000,000 @ Neptune Orient Lines Ltd. 2,550,332
2,000,000 Singapore Exchange Ltd. 1,907,005
----------------
4,457,337
----------------
SOUTH KOREA: 3.5%
200,000 Daegu Bank $ 910,858
260,000 @ Hanwha Chem Corp. 1,805,830
99,000 Korean Air Co. Ltd. 1,321,673
56,780 Samsung
Electro-Mechanics Co. Ltd. 1,923,851
18,600 Samsung SDI Co. Ltd. 1,917,364
108,520 SK Corp. 2,099,796
69,400 You Eal Electronics Co. Ltd. 2,075,843
----------------
12,055,215
----------------
SPAIN: 0.4%
100,400 Red Electrica de Espana 1,353,894
----------------
1,353,894
----------------
SWEDEN: 2.5%
73,000 Autoliv, Inc. ADR 2,404,995
187,106 @ Elekta AB 3,717,727
11,694 @ Elekta Blocked
Acceptance Shares 210,244
59,900 SKF AB 2,119,307
----------------
8,452,273
----------------
SWITZERLAND: 4.7%
42,800 @ Actelion Ltd. 4,070,543
6,000 Julius Baer Holding AG 1,945,557
45,430 @ Saurer AG 1,939,199
40,000 @ SEZ Holding AG 1,318,007
3,100 SGS Societe Generale
Surveillance Holdings SA 1,750,403
14,500 @ Swiss Life Holding 2,459,468
245,000 Xstrata PLC 2,515,304
----------------
15,998,481
----------------
TAIWAN: 1.1%
1,107,600 Benq Corp. 1,418,119
450,000 @ Siliconware Precision
Industries Co. ADR 2,223,000
----------------
3,641,119
----------------
UNITED KINGDOM: 16.0%
1,066,100 @ ARM Holdings PLC 2,057,872
141,100 Barratt Developments PLC 1,173,254
585,257 BBA Group PLC 2,579,712
172,000 Burberry Group PLC 1,149,989
196,900 Capital Radio PLC 1,570,408
592,100 Cattles PLC 3,205,197
208,300 Close Brothers Group Plc 2,553,855
190,000 Daily Mail & General Trust 1,855,530
401,900 @ easyJet PLC 1,913,022
194,500 Exel PLC 2,503,481
341,200 GKN PLC 1,598,038
715,400 Hilton Group PLC 2,355,156
501,000 Kidde PLC 856,548
183,400 Man Group PLC 4,509,587
353,964 Manchester United PLC 1,417,556
461,800 MFI Furniture PLC 1,271,475
217,084 Misys PLC 1,105,142
865,300 Peninsular And Oriental
Steam Navigation Co. 4,060,045
200,000 Punch Taverns PLC 1,151,381
226,647 Rexam PLC 1,653,817
168,700 Schroders PLC 2,145,635
388,000 SIG PLC 2,182,651
</Table>
See Accompanying Notes to Financial Statements
56
<Page>
ING
International
SmallCap Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
UNITED KINGDOM (CONTINUED)
2,463,800 @ Skyepharma PLC $ 2,707,162
1,242,200 SMG PLC 2,129,030
133,500 Smiths Group PLC 1,589,198
491,400 Taylor Woodrow PLC 1,867,894
47,000,000 @ Telewest Communications PLC 1,674,890
----------------
54,837,525
----------------
UNITED STATES: 0.8%
154,700 @ Ultra Petroleum Corp. 2,831,010
----------------
2,831,010
----------------
Total Common Stock
(Cost $236,204,550) 317,385,649
----------------
PREFERRED STOCK: 0.9%
GERMANY: 0.9%
190,000 ProSieben SAT.1 Media AG 2,926,594
----------------
2,926,594
----------------
Total Preferred Stock
(Cost $1,744,020) 2,926,594
----------------
RIGHTS: 0.0%
SWEDEN: 0.0%
2 @ Elekta AB --
----------------
--
----------------
Total Rights
(Cost $0) --
----------------
WARRANTS: 1.9%
INDIA: 1.0%
75,900 @,E Ranbaxy Laboratories,
Expires 09/30/04 1,646,537
250,000 @,E Satyam Computer Services,
Expires 01/08/04 1,688,500
----------------
3,335,037
----------------
TAIWAN: 0.9%
1,492,410 @ Compal Electronic,
Expires 06/26/06 2,262,494
2,000,000 @ Yageo Corp., Expires 09/15/06 953,600
----------------
3,216,094
----------------
Total Warrants
(Cost $4,966,657) 6,551,131
----------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$242,915,227)* 95.7% $ 326,863,374
OTHER ASSETS AND
LIABILITIES-NET 4.3 14,651,417
----- ----------------
NET ASSETS 100.0% $ 341,514,791
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
PLC Public Limited Company
E Equity Linked Product
* Cost for federal income tax purposes is $244,891,718. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 84,617,296
Gross Unrealized Depreciation (2,645,640)
----------------
Net Unrealized Appreciation $ 81,971,656
================
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------
Advertising 1.1%
Airlines 2.4
Apparel 0.3
Auto Parts and Equipment 2.7
Banks 8.5
Beverages 1.2
Building Materials 2.3
Chemicals 4.4
Commercial Services 2.7
Computers 2.0
Cosmetics/Personal Care 0.4
Distribution/Wholesale 1.3
Diversified Financial Services 6.3
Electric 0.4
Electrical Components and Equipment 2.0
Electronics 4.6
Energy-Alternate Sources 0.4
Engineering and Construction 0.4
Entertainment 1.1
Food 1.5
Forest Products and Paper 0.5
Gas 0.1
Hand/Machine Tools 2.6
Healthcare-Products 2.6
Holding Companies-Diversified 0.9
Home Builders 0.9
Home Furnishings 0.9
Insurance 2.0
Internet 0.3
Iron/Steel 2.4
Leisure Time 0.6
Machinery-Diversified 0.6
Media 3.7
Metal Fabricate/Hardware 1.1
Mining 2.3
Miscellaneous Manufacturing 1.2
Oil and Gas 3.3
Oil and Gas Services 1.7
Packaging and Containers 0.5
Pharmaceuticals 4.4
Real Estate 0.9
Retail 2.7
Semiconductors 3.6
Software 1.8
Telecommunications 2.0
Toys/Games/Hobbies 0.5
Transportation 5.6
Other Assets and Liabilities, Net 4.3
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
57
<Page>
ING
International
Value
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
COMMON STOCK: 98.1%
BELGIUM: 1.0%
1,317,000 Interbrew $ 30,834,592
----------------
30,834,592
----------------
BERMUDA: 0.9%
1,426,170 Tyco Intl. Ltd. 29,778,430
----------------
29,778,430
----------------
BRAZIL: 6.5%
10,027,700 Centrais Eletricas
Brasileiras SA ADR 62,662,095
3,094,300 Petroleo Brasileiro
SA - Petrobras ADR 67,331,968
2,532,786 Tele Norte Leste
Participacoes SA ADR 35,889,578
1,208,600 Telecomunicacoes
Brasileiras SA ADR 41,624,184
----------------
207,507,825
----------------
FRANCE: 4.5%
6,561,800 @ Alcatel SA 86,578,849
1,463,100 Michelin (C.G.D.E.) 57,403,814
----------------
143,982,663
----------------
GERMANY: 7.3%
805,500 BASF AG 36,950,097
1,644,800 @ Bayerische Hypo-und
Vereinsbank AG 36,233,916
5,377,300 @ Deutsche Telekom AG 84,702,557
1,391,188 E.ON AG 70,318,293
411,200 @ Hypo Real Estate Holding 7,170,300
----------------
235,375,163
----------------
HONG KONG: 1.9%
3,160,236 Jardine Matheson
Holdings Ltd. 23,227,735
6,146,000 Swire Pacific Ltd. 37,513,733
----------------
60,741,468
----------------
ITALY: 2.9%
19,093,700 Banca Intesa S.p.A. 64,369,636
10,329,085 @ Telecom Italia S.p.A. 26,956,975
----------------
91,326,611
----------------
JAPAN: 23.6%
1,254,000 Daiichi Pharmaceutical Co. Ltd. 19,163,324
17,003,700 Hitachi Ltd. 99,917,135
6,438 Japan Tobacco, Inc. 42,984,418
9,584,000 Komatsu Ltd. 51,871,379
6,456,000 Matsushita Electric
Industrial Co. Ltd. 85,093,410
1,762 Millea Holdings, Inc. 20,996,225
10,636,000 Mitsubishi Heavy
Industries Ltd. 29,217,920
10,207 Mitsubishi Tokyo
Financial Group, Inc. 73,348,160
12,161,000 Nippon Oil Corp. 60,066,612
13,125 Nippon Telegraph &
Telephone Corp. 58,619,866
1,049,000 Ono Pharmaceutical Co. Ltd. 36,450,448
3,822,000 Sankyo Co. Ltd. 61,188,157
11,494 Sumitomo Mitsui
Financial Group, Inc. 57,817,638
937,600 TDK Corp. $ 61,406,467
----------------
758,141,159
----------------
MEXICO: 2.7%
1,275,060 America Movil SA de CV ADR 30,346,428
342,182 Cemex SA de CV ADR 8,212,368
1,471,160 Telefonos de Mexico
SA de CV ADR 47,297,794
----------------
85,856,590
----------------
NETHERLANDS: 3.6%
945,000 Akzo Nobel NV 29,880,900
1,344,451 European Aeronautic
Defense And Space Co. 27,351,175
3,505,000 @ Koninklijke Ahold NV 29,662,815
466,200 Unilever NV 27,081,616
----------------
113,976,506
----------------
NEW ZEALAND: 1.8%
19,086,427 Telecom Corp. of
New Zealand Ltd. 56,761,851
----------------
56,761,851
----------------
PORTUGAL: 1.8%
6,709,676 Portugal Telecom SGPS SA 56,393,988
----------------
56,393,988
----------------
RUSSIA: 1.2%
477,800 LUKOIL ADR 38,845,140
----------------
38,845,140
----------------
SINGAPORE: 3.8%
3,652,191 DBS Group Holdings Ltd. 29,998,754
6,060,800 # DBS Group Holdings Ltd. ADR 49,782,866
6,239,000 Overseas-Chinese
Banking Corp. 43,362,475
----------------
123,144,095
----------------
SOUTH KOREA: 4.4%
4,337,800 Korea Electric Power Corp.
ADR 47,065,130
2,180,500 KT Corp. ADR 42,977,655
1,709,000 POSCO ADR 49,526,820
----------------
139,569,605
----------------
SPAIN: 6.5%
23,023 @ Antena 3 Television SA 752,075
6,566,533 Banco Bilbao Vizcaya
Argentaria SA 75,343,579
2,742,970 Repsol YPF SA 47,830,539
6,806,060 Telefonica SA 84,658,879
----------------
208,585,072
----------------
SWITZERLAND: 4.4%
112,800 Nestle SA 24,834,837
91,700 Swisscom AG 26,678,736
697,374 @ Zurich Financial Services AG 89,303,144
----------------
140,816,717
----------------
UNITED KINGDOM: 18.7%
22,621,100 BAE Systems PLC 70,247,982
4,901,200 British American Tobacco PLC 59,259,276
10,493,930 BT Group PLC 33,033,236
43,633,700 @ Corus Group PLC 17,770,610
</Table>
See Accompanying Notes to Financial Statements
58
<Page>
ING
International
Value
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
UNITED KINGDOM (CONTINUED)
15,012,600 Friends Provident PLC $ 34,965,304
18,801,490 Imperial Chemical
Industries PLC 61,816,303
30,391,298 Invensys PLC 15,471,754
11,088,607 Marks & Spencer Group PLC 54,145,376
15,343,000 Reuters Group PLC 66,848,210
35,348,000 Royal & Sun Alliance
Insurance Group 52,635,775
8,735,650 SABmiller PLC 73,786,267
12,395,700 Safeway PLC 61,001,161
----------------
600,981,254
----------------
VENEZUELA: 0.6%
1,216,822 Cia Anonima Nacional
Telefonos de
Venezuela - CANTV ADR 18,203,657
----------------
18,203,657
----------------
Total Common Stock
(Cost $3,230,842,178) 3,140,822,386
----------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$3,230,842,178)* 98.1% $ 3,140,822,386
OTHER ASSETS AND
LIABILITIES-NET 1.9 61,842,144
----- ----------------
NET ASSETS 100.0% $ 3,202,664,530
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
PLC Public Limited Company
# Securities with purchases pursuant to Rule 144A, under the Securities Act
of 1933 and may not be resold subject to that rule except to qualified
institutional buyers. These securities have been determined to be liquid
under the guidelines established by the Funds' Board of Directors/Trustees.
* Cost for federal income tax purposes is $3,232,834,856. Net unrealized
depreciation consists of:
<Table>
Gross Unrealized Appreciation $ 358,576,808
Gross Unrealized Depreciation (450,589,278)
----------------
Net Unrealized Depreciation $ (92,012,470)
================
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------
Aerospace/Defense 3.0%
Agriculture 3.2
Auto Parts and Equipment 1.8
Banks 13.6
Beverages 3.3
Building Materials 0.3
Chemicals 4.0
Computers 1.9
Electric 5.6
Electrical Components and Equipment 3.1
Food 4.5
Holding Companies-Diversified 1.9
Home Furnishings 2.7
Insurance 6.2
Iron/Steel 2.1
Machinery-Construction and Mining 1.6
Media 2.1
Miscellaneous Manufacturing 2.3
Oil and Gas 6.7
Pharmaceuticals 3.6
Retail 1.7
Telecommunications 22.9
Other Assets and Liabilities, Net 1.9
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
59
<Page>
ING
Worldwide
Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
COMMON STOCK: 95.0%
AUSTRALIA: 0.8%
160,700 QBE Insurance Group Ltd. $ 1,174,454
----------------
1,174,454
----------------
BERMUDA: 2.3%
158,100 Tyco Intl. Ltd. 3,301,128
----------------
3,301,128
----------------
BRAZIL: 0.6%
36,600 Uniao de Bancos
Brasileiros SA 809,226
----------------
809,226
----------------
CANADA: 0.5%
20,532 Encana Corp. 705,196
----------------
705,196
----------------
CHILE: 0.2%
15,100 Banco Santander
Chile SA ADR 358,776
----------------
358,776
----------------
DENMARK: 1.3%
42,200 Danske Bank A/S 851,319
30,400 TDC A/S 976,957
----------------
1,828,276
----------------
FINLAND: 0.4%
29,000 UPM-Kymmene OYJ 542,771
----------------
542,771
----------------
FRANCE: 3.9%
14,200 Aventis SA 751,917
26,500 AXA 502,142
15,987 Lafarge SA 1,144,829
10,500 Schneider Electric SA 614,585
13,300 Societe Generale 987,974
10,220 Total SA 1,588,456
----------------
5,589,903
----------------
GERMANY: 2.7%
19,154 Deutsche Bank AG 1,263,403
14,650 Deutsche Boerse AG 814,404
61,400 @ Infineon Technologies AG 905,067
13,500 Siemens AG 910,238
----------------
3,893,112
----------------
GREECE: 0.3%
38,000 Greek Organization of
Football Prognostics SA 459,420
----------------
459,420
----------------
HONG KONG: 1.0%
408,000 China Merchants Holdings
Intl. Co. Ltd. 554,284
1,014,000 Giordano Intl. Ltd. 457,010
912,000 Global Bio-Chem Technology
Group Co. Ltd. 463,886
----------------
1,475,180
----------------
HUNGARY: 0.3%
30,300 @ OTP Bank Rt. 371,204
----------------
371,204
----------------
INDONESIA: 0.3%
842,000 HM Sampoerna Tbk PT $ 431,083
----------------
431,083
----------------
IRELAND: 1.5%
84,000 Irish Life & Permanent PLC 1,176,683
112,490 @ Ryanair Holdings PLC 954,618
----------------
2,131,301
----------------
ISRAEL: 0.5%
11,500 Teva Pharmaceutical
Industries ADR 654,235
----------------
654,235
----------------
ITALY: 1.0%
131,500 Banca Fideuram S.p.A. 825,491
74,900 Bulgari S.p.A. 677,414
----------------
1,502,905
----------------
JAPAN: 11.7%
58,000 Amano Corp. 398,326
106,000 Asahi Diamond
Industrial Co. Ltd. 510,065
29,500 Familymart Co. Ltd. 641,334
14,100 Fanuc Ltd. 847,783
6,700 Hirose Electric Co. Ltd. 823,368
90,000 JGC Corp. 773,639
43,000 Kao Corp. 883,977
5,400 Mabuchi Motor Co. Ltd. 411,625
53,200 Marui Co. Ltd. 675,556
125,000 Nikko Cordial Corp. 674,262
160 Nippon Telegraph & Telephone
Corp. 714,604
40,000 Nippon Yusen Kabushiki Kaisha 170,282
54,000 Nomura Holdings, Inc. 927,384
445 NTT Docomo, Inc. 963,387
14,600 Oriental Land Co. Ltd. 802,147
33,900 Otsuka Kagu Ltd. 986,764
64,000 Sekisui House Ltd. 628,153
39,400 Shimano, Inc. 752,627
45,000 Shiseido Co. Ltd. 472,370
20,200 Tokyo Electron Ltd. 1,447,910
24,000 Tostem Inax Holding Corp. 427,671
40,000 Toyota Motor Corp. 1,138,855
64,000 Yamato Transport Co. Ltd. 850,539
----------------
16,922,628
----------------
MALAYSIA: 0.7%
191,000 Malayan Banking BHD 512,684
681,250 Public Bank BHD 537,829
----------------
1,050,513
----------------
MEXICO: 0.8%
33,900 Telefonos de Mexico
SA de CV ADR 1,089,885
----------------
1,089,885
----------------
NETHERLANDS: 1.3%
14,023 Koninklijke Philips
Electronics NV 378,037
32,400 Royal Dutch Petroleum Co. 1,437,762
----------------
1,815,799
----------------
</Table>
See Accompanying Notes to Financial Statements
60
<Page>
ING
Worldwide
Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
NEW ZEALAND: 0.5%
160,000 Carter Holt Harvey Ltd. $ 179,911
68,400 Fisher & Paykel
Healthcare Corp 508,543
----------------
688,454
----------------
NORWAY: 0.4%
105,700 Tomra Systems ASA 608,309
----------------
608,309
----------------
RUSSIA: 0.6%
19,222 YUKOS ADR 888,056
----------------
888,056
----------------
SINGAPORE: 0.5%
90,000 United Overseas Bank Ltd. 703,064
----------------
703,064
----------------
SOUTH AFRICA: 0.7%
73,200 Gold Fields Ltd. ADR 1,048,224
----------------
1,048,224
----------------
SOUTH KOREA: 0.5%
48,200 LG Investment &
Securities Co. Ltd. 425,594
63,400 Woori Finance
Holdings Co. Ltd. 347,133
----------------
772,727
----------------
SPAIN: 0.7%
276 @ Antena 3 Television SA 9,016
81,700 Telefonica SA 1,016,246
----------------
1,025,262
----------------
SWEDEN: 1.0%
59,000 Foreningssparbanken AB 983,226
53,000 Swedish Match AB 431,427
----------------
1,414,653
----------------
SWITZERLAND: 2.4%
7,000 Adecco SA 412,813
6,020 Nestle SA 1,325,405
8,880 Novartis AG 338,482
4,800 Roche Holding AG 397,199
16,500 UBS AG 1,013,218
----------------
3,487,117
----------------
TAIWAN: 0.4%
57,024 @ Taiwan Semiconductor
Manufacturing Co. Ltd. 630,685
----------------
630,685
----------------
THAILAND: 0.3%
70,500 BEC World PLC 427,648
----------------
427,648
----------------
UNITED KINGDOM: 8.8%
145,400 BAA PLC 1,149,792
147,800 BP PLC 1,025,810
83,900 British American Tobacco PLC 1,014,417
129,400 @ British Sky Broadcasting PLC 1,405,346
66,700 Diageo PLC 784,383
69,600 Glaxosmithkline PLC 1,490,519
50,800 HSBC Holdings PLC $ 765,366
59,800 Imperial Tobacco Group PLC 991,436
110,250 Kingfisher PLC 528,526
649,000 Legal & General Group PLC 1,145,373
47,500 Provident Financial PLC 521,112
23,250 Rio Tinto PLC 563,799
598,122 Vodafone Group PLC 1,256,042
----------------
12,641,921
----------------
UNITED STATES: 46.1%
6,400 Allergan, Inc. 483,968
11,800 @ Amazon.Com, Inc. 642,156
31,600 American Intl. Group 1,922,228
37,100 @ Amgen, Inc. 2,291,296
16,900 Apache Corp. 1,178,268
52,600 @ Applied Materials, Inc. 1,229,262
28,800 Avon Products, Inc. 1,957,248
4,500 @ Barr Laboratories, Inc. 345,465
28,100 @ Biogen, Inc. 1,137,207
11,100 @ Boston Scientific Corp. 751,692
33,200 @ Cablevision Systems Corp. 670,640
13,300 Capital One Financial Corp. 808,640
100,800 @ Cisco Systems, Inc. 2,114,784
23,300 Citigroup, Inc. 1,104,420
13,200 @ Ebay, Inc. 738,408
61,000 @ EMC Corp. 844,240
20,900 Fannie Mae 1,498,321
23,500 @ Fox Entertainment Group, Inc. 650,950
8,600 General Dynamics Corp. 719,820
100,000 General Electric Co. 2,901,000
71,100 @ General Motors Corp. 1,168,172
9,600 @ Gilead Sciences, Inc. 523,968
10,400 Goldman Sachs Group, Inc. 976,560
23,400 Guidant Corp. 1,193,634
99,700 Halliburton Co. 2,380,836
9,300 Harley-Davidson, Inc. 440,913
38,000 Hewlett-Packard Co. 847,780
31,000 Home Depot, Inc. 1,149,170
65,100 Intel Corp. 2,151,556
22,100 International Business
Machines Corp. 1,977,508
31,600 JP Morgan Chase & Co. 1,134,440
17,800 @ Kohl's Corp. 998,046
23,700 Lehman Brothers Holdings, Inc. 1,706,400
46,000 @ Medimmune, Inc. 1,226,360
19,200 Medtronic, Inc. 874,944
29,700 Merck & Co., Inc. 1,314,225
81,700 Microsoft Corp. 2,136,455
65,200 @ Nextel Communications, Inc. 1,577,840
16,300 Nike, Inc. 1,041,570
85,500 @ Oracle Corp. 1,022,580
17,800 Pepsico, Inc. 851,196
109,500 Pfizer, Inc. 3,460,200
6,800 @ Pharmaceutical Resources, Inc. 491,504
11,000 Schlumberger Ltd. 516,670
30,100 SLM Corp. 1,178,716
51,100 @ Staples, Inc. 1,370,502
22,450 Texas Instruments, Inc. 649,254
16,100 Unitedhealth Group, Inc. 819,168
50,800 @ Veritas Software Corp. 1,836,420
24,000 Wal-Mart Stores, Inc. 1,414,800
34,100 Wyeth 1,505,174
34,800 @ Yahoo!, Inc. 1,520,760
</Table>
See Accompanying Notes to Financial Statements
61
<Page>
ING
Worldwide
Growth
Fund PORTFOLIO OF INVESTMENTS as of October 31, 2003 (Continued)
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
UNITED STATES (CONTINUED)
17,900 @ Zimmer Holdings, Inc. $ 1,142,199
----------------
66,589,533
----------------
Total Common Stock
(Cost $112,301,140) 137,032,648
----------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$112,301,140)* 95.0% $ 137,032,648
OTHER ASSETS AND
LIABILITIES-NET 5.0 7,232,953
----- ----------------
NET ASSETS 100.0% $ 144,265,601
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
PLC Public Limited Company
* Cost for federal income tax purposes is $113,053,792. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 25,668,586
Gross Unrealized Depreciation (1,689,730)
----------------
Net Unrealized Appreciation $ 23,978,856
================
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------
Aerospace/Defense 0.5%
Agriculture 2.0
Airlines 0.7
Apparel 0.7
Auto Manufacturers 0.8
Banks 6.3
Beverages 1.1
Biotechnology 2.7
Building Materials 1.1
Commercial Services 0.7
Computers 3.8
Cosmetics/Personal Care 2.3
Diversified Financial Services 9.9
Electronics 1.7
Engineering and Construction 1.3
Entertainment 0.9
Environmental Control 0.4
Food 0.9
Forest Products & Paper 0.5
Hand/Machine Tools 0.8
Healthcare-Products 3.1
Healthcare-Services 0.6
Home Builders 0.4
Insurance 3.3
Internet 2.0
Leisure Time 0.8
Media 3.0
Mining 1.1
Miscellaneous Manufacturing 5.2
Oil and Gas 4.7
Oil and Gas Services 2.0
Pharmaceuticals 9.0
Retail 6.2
Semiconductors 4.9
Software 2.2
Telecommunications 6.7
Transportation 0.7
Other Assets and Liabilities, Net 5.0
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
62
<Page>
SHAREHOLDER MEETING INFORMATION (Unaudited)
A SPECIAL MEETING OF SHAREHOLDERS OF THE ING EMERGING COUNTRIES FUND HELD
DECEMBER 5, 2002, AT THE OFFICES OF ING FUNDS, 7337 EAST DOUBLETREE RANCH ROAD,
SCOTTSDALE, AZ 85258.
A BRIEF DESCRIPTION OF EACH MATTER VOTED UPON AS WELL AS THE RESULTS ARE
OUTLINED BELOW:
1. To approve a Sub-Advisory Agreement between ING Investments, LLC and ING
Investment Management Advisors B.V. with no change in the Adviser or the
overall management fee paid by the Fund.
2. To transact such other business, not currently contemplated, that may
properly come before the Special Meeting in the discretion of the proxies or
their substitutes.
<Table>
<Caption>
SHARES VOTED
AGAINST OR SHARES BROKER TOTAL SHARES
PROPOSAL SHARES VOTED FOR WITHHELD ABSTAINED NON-VOTE VOTED
-------- ---------------- ------------ --------- -------- ------------
ING Emerging Countries Fund 1 6,649,778 95,502 93,806 -- 6,839,086
ING Emerging Countries Fund 2 6,435,163 270,753 133,170 -- 6,839,086
</Table>
A SPECIAL MEETING OF SHAREHOLDERS OF THE ING FUNDS HELD JULY 22, 2003, AT THE
OFFICES OF ING FUNDS, 7337 EAST DOUBLETREE RANCH ROAD, SCOTTSDALE, AZ 85258.
A BRIEF DESCRIPTION OF EACH MATTER VOTED UPON AS WELL AS THE RESULTS ARE
OUTLINED BELOW:
1. To approve a Sub-Advisory Agreement between ING Investments, LLC and Aeltus
Investment Management, Inc., with no change in the Adviser, the portfolio
manager(s), or the overall management fee paid by the Fund.
3. To transact such other business, not currently contemplated, that may
properly come before the Special Meeting in the discretion of the proxies or
their substitutes.
<Table>
<Caption>
SHARES VOTED
AGAINST OR SHARES BROKER TOTAL SHARES
PROPOSAL SHARES VOTED FOR WITHHELD ABSTAINED NON-VOTE VOTED
-------- ---------------- ------------ --------- -------- ------------
ING International Fund 1 8,291,101 67,541 88,760 -- 8,447,402
ING International Fund 3 8,133,071 161,615 152,716 -- 8,447,402
ING Worldwide Growth Fund 1 10,162,786 267,674 292,007 -- 10,722,467
ING Worldwide Growth Fund 3 9,725,321 295,481 701,665 -- 10,722,467
</Table>
63
<Page>
TAX INFORMATION (Unaudited)
Dividends paid during the year ended October 31, 2003 were as follows:
<Table>
<Caption>
FUND NAME TYPE PER SHARE AMOUNT
- --------- ---- ----------------
ING International Fund
Class A NII $ 0.0263
Class C NII $ 0.0009
Class Q NII $ 0.0453
Class I NII $ 0.0503
ING International Value Fund
Class A NII $ 0.0520
Class Q NII $ 0.0974
Class I NII $ 0.0958
Class A STCG $ 0.0596
Class B STCG $ 0.0596
Class C STCG $ 0.0596
Class Q STCG $ 0.0596
Class I STCG $ 0.0596
Class A LTCG $ 0.1423
Class B LTCG $ 0.1423
Class C LTCG $ 0.1423
Class Q LTCG $ 0.1423
Class I LTCG $ 0.1423
</Table>
- ----------
NII -- Net investment income
STCG -- Short-term capital gain
LTCG -- Long-term capital gain
Of the ordinary distributions made during the fiscal period ended October 31,
2003, the following percentage qualify for the dividends received deduction
available to corporate shareholders: 2.30% for the ING Foreign Fund.
Above figures may differ from those cited elsewhere in this report due to
differences in the calculation of income and gains under accounting principles
generally accepted in the United States of America (book) and Internal Revenue
Service (tax) purposes.
Shareholders are strongly advised to consult their own tax advisers with respect
to the tax consequences of their investments in the Funds. In January,
shareholders, excluding corporate shareholders, receive an IRS 1099 DIV
regarding the federal tax status of dividends and distributions received by them
in the calendar year.
64
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited)
The business and affairs of the Fund are managed under the direction of the
Fund's Board of Trustees. A trustee who is not an interested person of the
Trust(s), as defined in the 1940 Act, is an independent trustee ("Independent
Trustee"). The Trustees of the Trust(s) are listed below. The Statement of
Additional Information includes additional information about directors of the
Registrant and is available, without charge, upon request at 1-800-992-0180.
<Table>
<Caption>
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 THE TRUST(S) SERVED(1) PAST 5 YEARS BY TRUSTEE TRUSTEE
------- ------------ --------- ------------ ---------- -------
INDEPENDENT TRUSTEES
Paul S. Doherty Trustee October Mr. Doherty is 114
7337 E. Doubletree Ranch Rd. 1999 - President and Partner,
Scottsdale, Arizona 85258 Present Doherty, Wallace,
Born: 1934 Pillsbury and Murphy,
P.C., Attorneys (1996
- Present); Director,
Tambrands, Inc. (1993
- 1998); and Trustee
of each of the funds
managed by Northstar
Investment Management
Corporation (1993 -
1999).
J. Michael Earley Trustee February President and Chief 114
7337 E. Doubletree Ranch Rd. 2002 - Executive Officer,
Scottsdale, Arizona 85258 Present Bankers Trust Company,
Born: 1945 N.A. (1992 - Present).
R. Barbara Gitenstein Trustee February President, College of 114
7337 E. Doubletree Ranch Rd. 2002 - New Jersey (1999 -
Scottsdale, Arizona 85258 Present Present). Formerly,
Born: 1948 Executive Vice
President and Provost,
Drake University (1992
- 1998).
Walter H. May Trustee October Retired. Formerly, 114 Best Prep Charity (1991 -
7337 E. Doubletree Ranch Rd. 1999 - Managing Director and Present).
Scottsdale, Arizona 85258 Present Director of Marketing,
Born: 1936 Piper Jaffray, Inc.;
Trustee of each of the
funds managed by
Northstar Investment
Management Corporation
(1996 - 1999).
Jock Patton Trustee October Private Investor (June 114 Director, Hypercom, Inc.
7337 E. Doubletree Ranch Rd. 1999 - 1997 - Present). (January 1999 - Present);
Scottsdale, Arizona 85258 Present Formerly, Director and JDA Software Group, Inc.
Born: 1945 (ING May- Chief Executive (January 1999 - Present);
flower Officer, Rainbow BG Associates, Inc.
Trust) May Multimedia Group, Inc.
1999 - (January 1999 -
Present December 2001);
(ING Director of Stuart
Mutual Entertainment, Inc.;
Funds) Director of Artisoft,
Inc. (1994 - 1998).
</Table>
65
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
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 THE TRUST(S) SERVED(1) PAST 5 YEARS BY TRUSTEE TRUSTEE
------- ------------ --------- ------------ ---------- -------
David W.C. Putnam Trustee October President and 114 Anchor International Bond
7337 E. Doubletree Ranch Rd. 1999 - Director, F.L. Putnam Trust (December 2000 -
Scottsdale, Arizona 85258 Present Securities Company, Present); F.L. Putnam
Born: 1939 Inc. and its Foundation (December 2000 -
affiliates; President, Present); Progressive
Secretary and Trustee, Capital Accumulation Trust
The Principled Equity (August 1998 - Present);
Market Fund. Formerly, Principled Equity Market
Trustee, Trust Realty Fund (November 1996 -
Corp.; Anchor Present), Mercy Endowment
Investment Trust; Bow Foundation (1995 -
Ridge Mining Company Present); Director, F.L.
and each of the funds Putnam Investment
managed by Northstar Management Company
Investment Management (December 2001 - Present);
Corporation (1994 - Asian American Bank and
1999). Trust Company (June 1992 -
Present); and Notre Dame
Health Care Center (1991 -
Present) F.L. Putnam
Securities Company, Inc.
(June 1978 - Present); and
an Honorary Trustee, Mercy
Hospital (1973 - Present).
Blaine E. Rieke Trustee February General Partner, 114 Morgan Chase Trust Co.
7337 E. Doubletree Ranch Rd. 2001 - Huntington Partners (January 1998 - Present).
Scottsdale, Arizona 85258 Present (January 1997 -
Born: 1933 Present). Chairman of
the Board and Trustee
of each of the funds
managed by ING
Investment Management
Co. LLC (November 1998
- February 2001).
Roger B. Vincent Trustee February President, Springwell 114 Director, AmeriGas Propane,
7337 E. Doubletree Ranch Rd. 2002 - Corporation (1989 - Inc. (1998 - Present).
Scottsdale, Arizona 85258 Present Present). Formerly,
Born: 1945 Director, Tatham
Offshore, Inc. (1996 -
2000).
Richard A. Wedemeyer Trustee October Retired. Mr. Wedemeyer 114 Touchstone Consulting Group
7337 E. Doubletree Ranch Rd. 1999 - was formerly Vice (1997 - Present).
Scottsdale, Arizona 85258 Present President - Finance
Born: 1936 (ING May- and Administration,
flower Channel Corporation
Trust) (June 1996 - April
February 2002). Formerly, Vice
2001 - President, Operations
Present and Administration,
(ING Jim Henson Productions
Mutual (1979 - 1997);
Funds) Trustee, First Choice
Funds (1997 - 2001);
and of each of the
funds managed by ING
Investment Management
Co. LLC (1998 - 2001).
</Table>
66
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
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 THE TRUST(S) SERVED(1) PAST 5 YEARS BY TRUSTEE TRUSTEE
------- ------------ --------- ------------ ---------- -------
TRUSTEES WHO ARE "INTERESTED PERSONS"
Thomas J. McInerney(2) Trustee February Chief Executive 168 Director, Equitable Life
7337 E. Doubletree Ranch Rd. 2001 - Officer, ING U.S. Insurance Co., Golden
Scottsdale, Arizona 85258 Present Financial Services American Life Insurance
Born: 1956 (September 2001 - Co., Life Insurance Company
Present); General of Georgia, Midwestern
Manager and Chief United Life Insurance Co.,
Executive Officer, ING ReliaStar Life Insurance
U.S. Worksite Co., Security Life of
Financial Services Denver, Security
(December 2000 - Connecticut Life Insurance
Present); Member, ING Co., Southland Life
Americas Executive Insurance Co., USG Annuity
Committee (2001 - and Life Company, and
Present); President, United Life and Annuity
Chief Executive Insurance Co. Inc (March
Officer and Director 2001 - Present); Director,
of Northern Life Ameribest Life Insurance
Insurance Company Co., (March 2001 to January
(March 2001 - October 2003); Director, First
2002), ING Aeltus Columbine Life Insurance
Holding Company, Inc. Co. (March 2001 to December
(2000 - Present), ING 2002); Member of the Board,
Retail Holding Company National Commission on
(1998 - Present), ING Retirement Policy,
Life Insurance and Governor's Council on
Annuity Company Economic Competitiveness
(September 1997 - and Technology of
November 2002) and ING Connecticut, Connecticut
Retirement Holdings, Business and Industry
Inc. (1997 - Present). Association, Bushnell;
Formerly, General Connecticut Forum; Metro
Manager and Chief Hartford Chamber of
Executive Officer, ING Commerce; and is Chairman,
Worksite Division Concerned Citizens for
(December 2000 - Effective Government.
October 2001),
President, ING-SCI,
Inc. (August 1997 -
December 2000);
President, Aetna
Financial Services
(August 1997 -
December 2000);
</Table>
67
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
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 THE TRUST(S) SERVED(1) PAST 5 YEARS BY TRUSTEE TRUSTEE
------- ------------ --------- ------------ ---------- -------
John G. Turner(3) Chair- October Chairman, Hillcrest 114 Director, Hormel Foods
7337 E. Doubletree Ranch Rd. man 1999 - Capital Partners (May Corporation (March 2000 -
Scottsdale, Arizona 85258 and Present 2002 - Present); Present); Shopko Stores,
Born: 1939 Trustee President, Turner Inc. (August 1999 -
Investment Company Present); and M.A.
(January 2002 - Mortenson Company (March
Present). Mr. Turner 2002 Present).
was formerly Vice
Chairman of ING
Americas (2000 -
2002); Chairman and
Chief Executive
Officer of ReliaStar
Financial Corp. and
ReliaStar Life
Insurance Company
(1993 - 2000);
Chairman of ReliaStar
United Services Life
Insurance Company
(1995 - 1998);
Chairman of ReliaStar
Life Insurance Company
of New York (1995 -
2001); Chairman of
Northern Life
Insurance Company
(1992 - 2001);
Chairman and Trustee
of the Northstar
affiliated investment
companies (1993 -
2001) and Director,
Northstar Investment
Management Corporation
and its affiliates
(1993 - 1999 ).
</Table>
- ----------------
(1) Trustees serve until their successors are duly elected and qualified,
subject to the Board's retirement policy.
(2) Mr. McInerney is an "interested person," as defined under the 1940 Act,
because of his affiliation with ING U.S. Financial Services and ING U.S.
Worksite Financial Services, both affiliates of ING Investments.
(3) Mr. Turner is an "interested person," as defined under the 1940 Act, because
of his affiliation with ING Americas, an affiliate of ING Investments,
LLC.
68
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH THE TRUST TIME SERVED(1) PAST FIVE YEARS
------- -------------------- --------------- ---------------
James M. Hennessy President and Chief February 2001 - President and Chief Executive Officer of
7337 E. Doubletree Ranch Rd. Executive Officer present ING Capital Corporation, LLC, ING Funds
Scottsdale, Arizona 85258 Services, LLC, ING Advisors, Inc., ING
Born: 1949 Chief Operating February 2002 - Investments, LLC, Lexington Funds
Officer present Distributor, Inc., Express America T.C.
Inc. and EAMC Liquidation Corp. (since
Senior Executive Vice July 2000 - February December 2001); Executive Vice President
President 2001 and Chief Operating Officer of ING Funds
Distributor, LLC (since June 2000).
Executive Vice May 1999 - July 2000
President
Chief Operating Officer July 2000 - February
2001
Secretary May 1999 - February
2001
Michael J. Roland Executive Vice February 2002 - Executive Vice President, Chief Financial
7337 E. Doubletree Ranch Rd. President and present Officer and Treasurer of ING Funds
Scottsdale, Arizona 85258 Assistant Secretary Services, LLC, ING Funds Distributor, LLC,
Born: 1958 ING Advisors, Inc., ING Investments, LLC
Principal Financial May 1999 - present (December 2001 to present), Lexington Funds
Officer Distributor, Inc., Express America T.C.
May 1999 - Inc. and EAMC Liquidation Corp. (since
Senior Vice President February 2002 December 2001). Formerly, Executive Vice
President, Chief Financial Officer and
Treasurer of ING Quantitative Management,
Inc. (December 2001 to October 2002); and
Senior Vice President, ING Funds Services,
LLC, ING Investments, LLC, and ING Funds
Distributor, LLC (June 1998 to December
2001).
Stanley D. Vyner Executive Vice May 1999- present Executive Vice President of ING Advisors,
7337 E. Doubletree Ranch Rd. President Inc. and ING Investments, LLC (July 2000 to
Scottsdale, Arizona 85258 present) and Chief Investment Officer of
Born: 1950 the International Portfolios, ING
Investments, LLC (July 1996 to present).
Formerly, President and Chief Executive
Officer of ING Investments, LLC (August
1996 to August 2000).
Robert S. Naka Senior Vice President November 1999 - Senior Vice President and Assistant
7337 E. Doubletree Ranch Rd. present Secretary of ING Funds Services, LLC, ING
Scottsdale, Arizona 85258 Funds Distributor, LLC, ING Advisors, Inc.,
Born: 1963 Vice President May 1999 - November ING Investments, LLC (October 2001 to
1999 present) and Lexington Funds Distributor,
Inc. (since December 2001). Formerly,
Assistant Secretary May 1999 - present Senior Vice President and Assistant
Secretary for ING Quantitative Management,
Inc. (October 2001 to October 2002); Vice
President, ING Investments, LLC (April 1997
to October 1999), and ING Funds Services,
LLC (February 1997 to August 1999).
</Table>
69
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH THE TRUST TIME SERVED(1) PAST FIVE YEARS
------- -------------------- --------------- ---------------
Kimberly A. Anderson Senior Vice President November 2003 - Vice President and Assistant Secretary of
7337 E. Doubletree Ranch Rd. present ING Funds Services, LLC, ING Funds
Scottsdale, Arizona 85258 Distributor, LLC, ING Advisors, Inc., ING
Born: 1964 Vice President February 2001 - Investments, LLC (since October 2001) and
November 2003 Lexington Funds Distributor, Inc. (since
December 2001). Formerly, Vice President
Assistant Vice November 1999 - for ING Quantitative Management, Inc.
President February 2001 (October 2001 to October 2002); Assistant
Vice President of ING Funds Services, LLC
Secretary February 2001 - (November 1999 to January 2001) and has
August 2003 held various other positions with ING Funds
Services, LLC for more than the last five
Assistant Secretary November 1999 - years.
February 2001
Robyn L. Ichilov Vice President & May 1999 - present Vice President of ING Funds Services, LLC
7337 E. Doubletree Ranch Rd. Treasurer (October 2001 to present) and ING
Scottsdale, Arizona 85258 Investments, LLC (August 1997 to present);
Born: 1967 Accounting Manager, ING Investments, LLC
(November 1995 to present).
J. David Greenwald Vice President August 2003 - present Vice President of Mutual Fund Compliance of
7337 E. Doubletree Ranch Rd. ING Funds Services, LLC (May 2003 -
Scottsdale, Arizona 85258 Present). Formerly Assistant Treasurer and
Born: 1957 Director of Mutual Fund Compliance and
Operations of American Skandia, A
Prudential Financial Company (October 1996
- May 2003).
Lauren D. Bensinger Vice President February 2003 - Vice President and Chief Compliance
7337 E. Doubletree Ranch Rd. present Officer, ING Funds Distributor, LLC. (July
Scottsdale, Arizona 85258 1995 - Present); Vice President (February
Born: 1957 1996 - Present) and Chief Compliance
Officer (October 2001 - Present) ING
Investments, LLC; Vice President and Chief
Compliance Officer, ING Advisors, Inc.
(July 2000 - Present), Vice President and
Chief Compliance Officer, ING Quantitative
Management, Inc. (July 2000 - September
2002), and Vice President, ING Fund
Services, LLC (July 1995 - Present).
Huey P. Falgout, Jr. Secretary August 2003 - present Counsel, ING U.S. Financial Services
7337 E. Doubletree Ranch Rd. (November 2002 - Present). Formerly
Scottsdale, Arizona 85258 Associate General Counsel of AIG American
Born: 1963 General (January 1999 - November 2002) and
Associate General Counsel of Van Kampen,
Inc. (April 1992 - January 1999)
Todd Modic Vice President August 2003 - present Vice President of Financial Reporting -
7337 E. Doubletree Ranch Rd. Fund Accounting of ING Funds Services, LLC
Scottsdale, Arizona 85258 Assistant Vice August 2001 - (September 2002 to present). Director of
Born: 1967 President August 2003 Financial Reporting of ING Investments, LLC
( March 2001 to September 2002). Formerly,
Director of Financial Reporting, Axient
Communications, Inc. (May 2000 to January
2001) and Director of Finance, Rural/Metro
Corporation (March 1995 to May 2000).
</Table>
70
<Page>
TRUSTEE AND OFFICER INFORMATION (Unaudited) (Continued)
<Table>
<Caption>
PRINCIPAL
TERM OF OFFICE OCCUPATION(S)
NAME, ADDRESS POSITION(S) AND LENGTH OF DURING THE
AND AGE HELD WITH THE TRUST TIME SERVED(1) PAST FIVE YEARS
------- -------------------- --------------- ---------------
Susan P. Kinens Assistant Vice February 2003 - Assistant Vice President and Assistant
7337 E. Doubletree Ranch Rd. President and present Secretary, ING Funds Services, LLC
Scottsdale, Arizona 85258 Assistant Secretary (December 2002 - Present); and has held
Born: 1976 various other positions with ING Funds
Services, LLC for more than the last five
years.
Maria M. Anderson Assistant Vice President August 2001 - present Assistant Vice President of ING Funds
7337 E. Doubletree Ranch Rd. Services, LLC (since October 2001).
Scottsdale, Arizona 85258 Formerly, Manager of Fund Accounting and
Born: 1958 Fund Compliance, ING Investments, LLC
(September 1999 to November 2001); and
Section Manager of Fund Accounting, Stein
Roe Mutual Funds (July 1998 to August
1999).
Theresa Kelety Assistant Secretary August 2003 - present Counsel, ING U.S. Financial Services (April
7337 E. Doubletree Ranch Rd. 2003 - Present). Formerly, Senior Associate
Scottsdale, Arizona 85258 with Shearman & Sterling (February 2000 -
Born: 1963 April 2003) and Associate with Sutherland
Asbill & Brennan (1996 - February 2000).
</Table>
- ----------------
(1) The officers hold office until the next annual meeting of the Trustees and
until their successors have been elected and qualified.
71
<Page>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<Page>
(THIS PAGE INTENTIONALLY LEFT BLANK)
<Page>
ING Funds Distributor, LLC offers the funds listed below. Investors may obtain a
copy of a prospectus of any ING Fund by calling ING Funds Distributor, LLC at
(800) 992-0180. Please read the prospectus carefully before investing or sending
money.
INTERNATIONAL EQUITY
ING Emerging Countries Fund
ING Foreign Fund
ING International Fund
ING International Growth Fund
ING International SmallCap Growth Fund
ING International Value Fund
ING Precious Metals Fund
ING Russia Fund
INTERNATIONAL GLOBAL EQUITY
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Worldwide Growth Fund
DOMESTIC EQUITY FUNDS
ING Disciplined LargeCap Fund
ING Growth Fund
ING Growth + Value Fund
ING Growth Opportunities Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Small Company Fund
ING SmallCap Opportunities Fund
ING Technology Fund
DOMESTIC EQUITY INDEX FUNDS
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
DOMESTIC EQUITY VALUE FUNDS
ING Financial Services Fund
ING MagnaCap Fund
ING Tax Efficient Equity Fund
ING Value Opportunity Fund
ING SmallCap Value Fund
ING MidCap Value Fund
DOMESTIC EQUITY AND INCOME FUNDS
ING Balanced Fund
ING Convertible Fund
ING Equity and Bond Fund
ING Growth and Income Fund
ING Real Estate Fund
FIXED INCOME FUNDS
ING Bond Fund
ING Classic Money Market Fund*
ING Government Fund
ING GNMA Income Fund
ING High Yield Opportunity Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust*
ING National Tax Exempt Bond Fund
ING Money Market Fund*
ING Aeltus Money Market Fund*
ING Strategic Bond Fund
STRATEGIC ALLOCATION FUNDS
ING Strategic Allocation Growth Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Income Fund
LOAN PARTICIPATION FUNDS
ING Prime Rate Trust
ING Senior Income Fund
* An investment in the Fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency. Although the Fund seeks
to preserve the value of your investment at $1.00 per share, it is possible
to lose money by investing in the Fund.
<Page>
INVESTMENT MANAGER
ING Investments, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
ADMINISTRATOR
ING Funds Services, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258
DISTRIBUTOR
ING Funds Distributor, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
1-800-334-3444
TRANSFER AGENT
DST Systems, Inc.
P.O. Box 419368
Kansas City, Missouri 64141-6368
CUSTODIAN
Bank of New York
100 Colonial Center Parkway, Suite 300
Lake Mary, FL 32746
LEGAL COUNSEL
Dechert LLC
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 Funds, including
charges and expenses, may be obtained by calling ING Funds Distributor, LLC at
1-800-992-0180. Please read the prospectus carefully before you invest or send
money. The Form N-PX (Proxy Voting Record) will be available without charge,
upon request, by calling 800-992-0180 on or about August 31, 2004; and on the
fund's website at www.ingfunds.com; and on the SEC's website www.sec.gov.
[ING FUNDS LOGO] INTLI&QAR1003-122903
<Page>
ITEM 2. CODE OF ETHICS.
As of the end of the period covered by this report, Registrant had adopted a
code of ethics, as defined in Item 2 of Form N-CSR, that applies to the
Registrant's principal executive officer and principal financial officer. There
were no amendments to the Code during the period covered by the report. The
Registrant did not grant any waivers, including implicit waivers, from any
provisions of the Code during the period covered by this report. The code of
ethics is filed herewith pursuant to Item 10(a)(1), Exhibit 99.CODE ETH.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The Board of Trustees has determined that David Putnam is an audit committee
financial expert, as defined in Item 3 of Form N-CSR. Mr. Putnam is
"independent" for purposes of Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. RESERVED.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. RESERVED.
ITEM 9. 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
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)(1) Code of Ethics pursuant to Item 2 of Form N-CSR is filed and attached
hereto as EX-99.CODE ETH.
<Page>
(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.
(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 Mayflower Trust
By /s/ James M. Hennessy
--------------------------------------------
James M. Hennessy
President and Chief Executive Officer
Date January 7, 2004
------------------
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 January 7, 2004
------------------------------------------
By /s/ Michael J. Roland
-----------------------------------
Michael J. Roland
Executive Vice President and Chief Financial Officer
Date January 7, 2004
------------------------------------------