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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
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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: April 30, 2004
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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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SEMI-ANNUAL REPORT
[GRAPHIC]
APRIL 30, 2004
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
[ING FUNDS LOGO]
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TABLE OF CONTENTS
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<Table>
President's Letter 1
Market Perspective 3
Portfolio Managers' Reports 6
Statements of Assets and Liabilities 26
Statements of Operations 30
Statements of Changes in Net Assets 32
Financial Highlights 37
Notes to Financial Statements 52
Portfolios of Investments 67
Trustee and Officer Information 95
</Table>
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PRESIDENT'S LETTER
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[PHOTO OF JAMES M. HENNESSY]
JAMES M. HENNESSY
Dear Shareholder,
The past six months have been unpredictable for investors. Strong growth in the
overall economy coupled with questions concerning mutual fund trading practices
have challenged investors.
In general, economic activity has continued to increase, with the growth being
widespread. Personal consumption on goods and services is leading the recovery
supported by corporate purchases of equipment and software and by Government
spending on defense. Worries of possible interest rate increases, worsening
global turmoil and increasing oil prices have reversed the gains the market
realized in the first few months of 2004.
However, investors remain steadfast as nearly each of the last six months has
seen an overall increase in assets invested in mutual funds despite continuing
investigations into late trading and market timing issues at some of the largest
and most respected financial services companies in the country.
You should have received a letter from Thomas J. McInerney, the Chief Executive
Officer of ING U.S. Financial Services, which provided information about the
internal review ING management conducted regarding trading practices in ING
mutual fund products. If you did not receive a copy of the letter, please
contact Investor Service at 1-800-992-0180 and we will provide you with a copy.
I wish to thank you on behalf of everyone here at ING Funds for your continued
confidence. We look forward to helping you meet your investment goals in the
future.
Sincerely,
/s/ James M. Hennessy
James M. Hennessy
President
ING Funds
May 7, 2004
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MARKET PERSPECTIVE: SIX MONTHS ENDED APRIL 30, 2004
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OVERVIEW
In 2003, GLOBAL EQUITIES secured the first positive returns in three years with
a very strong last two months. But by the end of April 2004 markets had added
little more. For the whole six months global stocks returned 8.67% based on the
Morgan Stanley Capital International ("MSCI") World Index(1). Of this only about
0.97% was due to currency movements.
Among CURRENCIES the dollar occupied the financial spotlight for much of the
period. Increasingly impressive economic reports from the U.S. could not banish
fears about the trade and budget deficits. The currency was also kept under
pressure by continued political instability in the Middle East and the lurking
terrorist threat. The euro reached its all time record value against the dollar
of just under $1.30 in mid February, but then slipped back as interest rate
differentials started moving in the greenback's favor. For the six months the
euro appreciated just 2.8% against the dollar. The Japanese yen ("Y") had a
similar outcome, rising 2.1% against the dollar, but it was a bumpier path. The
difference was the Bank of Japan, which aggressively spent billions not just to
arrest the yen's ascent, but to drive it lower. The yen soared to a four-year
high of less than Y104 at one point before retreating for the same reasons as
the euro, causing the Bank abruptly to stop its intervention. It had bought
around $144 billion in the first quarter, not far short of the astonishing $180
billion total for 2003.
FIXED INCOME MARKET
Among U.S. FIXED INCOME classes the six months were somewhat kinder to
investment grade bonds than earlier months had been, as the apparent absence of
any inflationary pressures led to the belief that until they appeared, the
Federal Reserve would not raise interest rates. But by the end of April,
inflationary signals had duly arrived and all fixed income classes were
suffering. For the six months, the Lehman Brothers Aggregate Bond Index(2) of
investment grade bonds returned 1.25%, less than the average coupon. Within this
the Lehman Brothers Corporate Index(3) returned 1.68% for the period and the
Lehman Brothers Treasury Bond Index(4) 0.56%. High Yield Bonds were more
profitable: the Lehman Brothers U.S. Corporate High Yield Bond Index(5) rose
5.5%.
DOMESTIC EQUITY MARKET
The U.S. EQUITIES market returned 6.27% in the six months ended April 30, 2004,
based on the S&P 500 Index(6) including dividends. This implies a P/E level of
about 17.2 times 2004 earnings. Valuation levels after the tremendous rally
since March of 2003 were a continual cause for concern. Much of the acceleration
in gross domestic product ("GDP") and strength in consumer demand had come from
the effect of large tax cuts, the mortgage refinancing boom as interest rates
declined and an accommodative monetary policy even with very tame inflation.
Corporate profits had improved and balance sheets were repaired without
question, but this in large measure had been based on cost cutting and a lack of
hiring. Only in the last weeks of 2003 did the level of new unemployment claims
break convincingly below 400,000. This restrained employment costs because the
number of employees had been kept down and along with it their wage bargaining
power. Many commentators argued that all of these bullish forces were
unsustainable. The new year was rung in with manufacturing and service industry
activity as well as factory orders rising to multi-year high levels in February,
mostly held on to in March. Fourth quarter GDP growth was finalized at a strong
4.1%, confirming much improved corporate profits and investment. Productivity
for all of 2003 was robust at 4.4%. And therein lay the concern that would not
go away: the recovery had still carried a distinctly jobless look about it. In
all, only 134,000 new jobs had been reported in the first quarter of 2004, less
than the monthly amount needed to cover the natural increase in the workforce
alone. March ended with consumer confidence slipping and all eyes on the next
employment report two days later. It arrived with a bang as 308,000 jobs were
reported as having been created in March, with the numbers for earlier months
revised up. Initially stock prices rose. At last the final piece in the recovery
puzzle, jobs growth, was being put in place. But as the month wore on, a new
source of unease emerged as signs of inflation were seen within successive
economic reports. Finally, on April 29, the first quarter GDP report indicated
not only a healthy 4.2% annual rate of growth, but also an underlying core
inflation rate of 2%. At this level, the real Federal Funds rate was MINUS 1%,
surely not sustainable for long. The mounting evidence of inflation had already
started to weigh on markets and although the S&P 500 entered the last week of
April in positive territory for the month, losses on the last three trading days
wiped out those and almost all of 2004's gains at the same time. The days of
tiny short interest rates that had done so much to fuel the rally were numbered.
INTERNATIONAL EQUITY MARKETS
JAPAN rose 12.85% in dollars over the six months, according to the MSCI Japan
Index(7). At these levels the broad market was trading at about 18 1/2 times
earnings for the next 12 months. In the final weeks of 2003, commentators had
described a recovering
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MARKET PERSPECTIVE: SIX MONTHS ENDED APRIL 30, 2004
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economy led by trade and not much else. The other major problem in Japan, a
banking system paralyzed by non-performing loans, was brought back to the fore
at the end of November when the Bank of Japan nationalized Ashikaga, a large
regional bank. At least in this case, unlike that of Resona earlier in 2003,
there was evidence of a new realism as shareholders were not bailed out. And as
2004 progressed it seemed that, at last, there were signs that Japanese business
and the economy were coming out of decade long stagnation. GDP growth for the
fourth quarter of 2003 was reported at a remarkable 1.6% over the previous
quarter, the best in 13 years. Importantly this was mostly due to domestic
business investment and consumer spending rather than foreign demand. Household
spending rose for the first time in five months and retail sales had their
biggest increase in nearly seven years. Prices were still falling: the national
core price index had been in broad decline since April of 1998. But even here,
there was a glimmer of hope in March as the index came in flat year over year.
Finally Japan's other major problem, non-performing loans in the banking system,
had been reduced to levels not seen since the mid 1980s, and still falling. In
the week ended March 19, 2004, global investors bought a record $10.8 billion of
Japanese stocks. But in April, doubts resurfaced about the extent to which the
export-led recovery was percolating through to domestic demand that would
sustain it. There was no doubting the export-led part. The reported trade
surplus was an all time record, while the lately weakening yen against the
dollar and by implication the Chinese yuan promised to keep the surplus high.
News from the domestic economy was mixed, however. Consumer confidence rose to
the highest and the unemployment rate to the lowest level in three years.
Industrial production was up by 7.7% in the year through March. However
household spending and retail sales fell back again, wages fell for the ninth
straight month and prices resumed their drift lower. Japan's economy and
corporate earnings were still growing, but for how long?
EUROPEAN EX UK markets gained 13.47% in dollars during the period, according to
the MSCI Europe ex UK Index(8). Markets in this region were trading on average
at about 15.4 times 2004 earnings at the end of April. A shallow European
business recovery dependent on exports, vulnerable to a strong euro with little
domestic demand in sight was the theme throughout. As our period started, the
main news was the collapse of the European Union's stability pact, by which
countries must confine their budget deficits to no more than 3% of GDP. Serial
offenders, France and Germany, simply refused to comply. This at least
facilitated tax reductions in those two countries to boost domestic demand,
while modest reforms in France to the state pension system and in Germany to
lower social security costs and improve labor flexibility, secured preliminary
passage in their respective parliaments. But even these weak reforms would soon
take their political toll, with people using local and regional elections to
vent their displeasure. German Chancellor Schroeder's Social Democratic Party
had its worst loss in decades in Hamburg, while French Prime Minister Raffarin's
coalition was trounced in regional elections on the last Sunday of March.
Repeated reports of flat interest rates, at 2% since June of 2003, and flat,
high unemployment, at 8.8% since March of 2003 seemed to mark time to a regional
economy making little progress. It was confirmed that the Eurozone's GDP only
grew by 0.4% in 2003 over 2004, with just 1.6% expected for 2004. Indeed there
was increasing concern that the modest expansion had stalled. Consumer
confidence, already fragile because of high unemployment, was shaken by a
serious terrorist attack in Spain. Further policy initiatives were unlikely. New
European Central Bank Chief Trichet did say that if consumer spending did not
improve, he might consider a reduction in interest rates. But the enthusiasm was
short lived, as few believed that this would be done with the requisite
aggression, if at all. It wasn't. Nor was there much scope for fiscal stimulus
as six of the 12 countries sharing the euro currency, accounting for about 80%
of Eurozone GDP, were already above the 3% of GDP limit for budget deficits. The
stability pact might be dead, but this was still a source of acute embarrassment
to the governments involved. April ended with the European Commission reporting
that regional consumer confidence had fallen again. Yet at the same time,
business confidence had risen to a three-year high, suggesting perhaps to
investors that the saving grace of equities might be their cheapness compared to
US stocks with projected earnings growth at least as good. This depends however
on the sustainability of the recovery.
The UK market rose 11.89% in dollars, based on the MSCI UK Index (9). At
those levels, the UK market was trading at about 18 1/2 times 2004 earnings.
By the end of 2003, as in other regions, UK business and economic prospects
had improved. However it was more than just export led, as services,
manufacturing and construction were all accelerating. Third quarter GDP
growth was revised up to 0.7% over the second quarter, while the unemployment
rate fell to 5%, the lowest in decades. In November, the Bank of England
became the first of the world's major central banks to raise interest rates
(by 1/4% to 33/4%), citing high levels of UK household borrowing and a global
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MARKET PERSPECTIVE: SIX MONTHS ENDED APRIL 30, 2004
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recovery that was now gathering momentum. In 2004 generally strong economic data
continued to support sentiment, subject to fears about some troubling
imbalances, as well as a strong pound and interest rates now on an upward
trajectory. GDP growth in the last quarter of 2003 was confirmed at 0.9% over
the previous quarter. Unemployment fell even further to 4.8%. Strong, if fitful,
retail sales showed that the consumer was still alive and well; perhaps too
well, as the Bank of England expressed concern about the high level of household
debt. Closely related to this is the other imbalance, soaring house prices.
After a brief lull, they showed signs of re-accelerating. The market must now be
considered a bubble, the piercing of which may have far-reaching economic
consequences. Still, Chancellor of the Exchequer Gordon Brown did not raise
taxes in his March budget, leaving it to monetary policy to cool the economy. It
was no surprise when the Bank of England stepped in again in February and raised
interest rates to 4%. Yield seeking inflows then sent the pound to levels
against the dollar not seen in 11 years. Much of this was undone in April when,
as described above, US interest rates seemed set to rise, and the inflows
reversed course. But economic conditions remained generally favorable with low
unemployment, steady at 4.8%, inflation under control below 2%, and consumer
confidence and retail sales on the increase. The first quarter GDP growth
estimate of 2.6% annualized was slightly disappointing, but it should be noted
that the UK's European neighbors would be elated at such a figure. The period
ended as it began, with concerns centered on the two major imbalances in the
economy. The latest 12-month increase in housing prices was reported at a
booming18.9%, and, as a result, consumers had amassed historically high levels
of debt. Both of these imbalances leave the UK economy vulnerable to sharp
contraction if allowed to go much further and at the same time leave the Bank of
England with a delicate policy balancing act to execute.
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(1) The MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) WORLD INDEX reflects the
stock markets of 22 countries, including the United States, Europe, Canada,
Australia, New Zealand and the Far East - comprising approximately 1,500
securities - with values expressed in U.S. dollars.
(2) The LEHMAN BROTHERS AGGREGATE BOND INDEX is composed of securities from the
Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities
Index, and the Asset-Backed Securities Index. Total return comprises price
appreciation/depreciation and income as a percentage of the original investment.
Indices are rebalanced monthly by market capitalization.
(3) The LEHMAN BROTHERS CORPORATE INDEX includes all publicly issued,
fixed-rate, nonconvertible, dollar-denominated, SEC-registered, investment-grade
corporate debt.
(4) The LEHMAN BROTHERS TREASURY BOND INDEX (U.S. Dollars) is composed of all
bonds covered by the Lehman Brothers Treasury Bond Index with maturities of 10
years or greater. Total return comprises price appreciation/depreciation and
income as a percentage of the original investment. Indexes are rebalanced
monthly by market capitalization.
(5) The LEHMAN BROTHERS U.S. CORPORATE HIGH YIELD BOND INDEX is generally
representative of corporate bonds rated below investment-grade.
(6) The STANDARD & POOR'S (S&P) 500 INDEX is a capitalization-weighted index of
500 stocks designed to measure performance of the broad domestic economy through
changes in the aggregate market value of 500 stocks representing all major
industries.
(7) The MSCI JAPAN INDEX is a free float-adjusted market capitalization index
that is designed to measure developed market equity performance in Japan.
(8) 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.
(9) The MSCI UK INDEX is a free float-adjusted market capitalization index that
is designed to measure developed market equity performance in the UK.
ALL INDICES ARE UNMANAGED AND INVESTORS CANNOT INVEST DIRECTLY IN AN INDEX.
PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THE PERFORMANCE QUOTED
REPRESENTS PAST PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT WILL FLUCTUATE, AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. THE FUND'S PERFORMANCE IS SUBJECT TO CHANGE SINCE THE
PERIOD'S END AND MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA SHOWN. PLEASE
CALL (800) 992-0180 OR LOG ON TO www.ingfunds.com TO OBTAIN PERFORMANCE DATA
CURRENT TO THE MOST RECENT MONTH-END.
MARKET PERSPECTIVE REFLECTS THE VIEWS OF THE CHIEF INVESTMENT RISK OFFICER ONLY
THROUGH THE END OF THE PERIOD, AND IS SUBJECT TO CHANGE BASED ON MARKET AND
OTHER CONDITIONS.
5
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ING EMERGING COUNTRIES FUND PORTFOLIO MANAGERS' REPORT
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PORTFOLIO MANAGEMENT TEAM: JanWim Derks, Director of Global Emerging Markets
Equities; Bratin Sanyal, Senior Portfolio Manager; and Eric Conrads, Portfolio
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.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 6.02% versus 9.38% for the
Morgan Stanley Capital International Emerging Markets Free ("MSCI EMF")
Index.(5)
PORTFOLIO SPECIFICS: In the fourth quarter of last year economic growth in Asia
was very strong with benign inflationary expectations. Accordingly, we were
overweight Asia, a position we still maintain. Within Asia we overweighted
China, India, Taiwan and Thailand, not only because of good economic growth
rates and earnings potential at the stock level but also because of strong
domestic demand in these countries. In Korea, we favored exporters such as
Samsung Electronics (Electronics, 7.2% of the Fund) and LG Electronics
(Electronics, 1.1%) as domestic demand has been very weak. The banking sector in
Korea is still recovering from credit card delinquencies and the consumer
remains uncomfortably leveraged. Under such a scenario, we believe the domestic
sector will continue to be depressed and therefore we are reluctant to add
domestically oriented companies. More recently we have taken Malaysia to an
overweight position after the inauguration of a reformist Prime minister with a
politically clean background. Malaysia has also joined the rest of Asia in
displaying good export growth and domestic demand which was initially lacking.
The overweight in Malaysia was at the expense of our weighting in China which
has been brought down to an underweight because of overheating concerns and
rising inflation.
In Latin America, our preferred markets have been Brazil and to a lesser extent
Mexico. The macroeconomic outlook for Brazil has been improving dramatically for
more than a year due to successful policies of the current government. Interest
rates have been continually brought down as inflation has declined, the current
account has gone to surplus and a widening fiscal deficit has been checked.
Surging demand for commodities in general and iron ore and crude oil in
particular has helped these crucial sectors in the Brazilian stock market.
Lacking a fundamental growth driver, Mexico has been more a bottom up story with
our preference being for domestically oriented companies. The regional weighting
in Latin America has been near neutral through most of the reporting period.
Our favored market in the Emerging Markets Europe, Middle East, and Africa
regions has been Russia, where high crude oil prices have helped state level
finances as well as earnings for the all-important oil sector. We have
maintained a neutral position in the Czech Republic, Hungary, and Poland as
brighter economic prospects upon joining the European Union are balanced by
relatively rich valuations and poor liquidity at the stock level. South Africa
has remained an underweight through the period. We lost some performance due to
the following investments: stock picking in Taiwan, stock picking in South
Africa (materials), the overweight in consumer discretionary company Ambev and
the underweight in Hungary.
MARKET OUTLOOK: We remain constructive on the emerging markets asset class. We
believe emerging markets may deliver relatively strong earnings growth in 2004.
We expect further multiple expansion for emerging markets as valuations remain
at a 25% discount to developed markets. For 2004 average Price to Earnings
Ratios ("P/E's") are at around 10-12 times. Furthermore, we expect emerging
economies to grow by 5-6% on average in 2004. Our investment strategy is to
focus on countries where economic growth is, in our view, robust and on
companies with improving cash flows, solid balance sheets and attractive
valuations. We are currently finding the best opportunities in Brazil, Mexico,
India, Malaysia, Taiwan and Russia.
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PORTFOLIO MANAGERS' REPORT ING EMERGING COUNTRIES FUND
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<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED APRIL 30, 2004
--------------------------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A AND C OF CLASS B OF CLASS M
1 YEAR 5 YEAR NOVEMBER 28, 1994 MAY 31, 1995 AUGUST 5, 2002
------ ------ ----------------- ------------ --------------
Including Sales Charge:
Class A(1) 36.38% 2.95% 4.58% -- --
Class B(2) 38.62% 3.23% -- 4.98% --
Class C(3) 42.70% 3.32% 4.33% -- --
Class M(4) 38.99% -- -- -- 21.88%
Excluding Sales Charge:
Class A 44.70% 4.18% 5.24% -- --
Class B 43.62% 3.58% -- 4.98% --
Class C 43.70% 3.32% 4.33% -- --
Class M 44.03% -- -- -- 24.40%
MSCI EMF Index(5) 53.59% 5.72% 0.19%(6) 1.56%(7) 29.38%(8)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
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 3.50%.
(5) The MSCI EMF Index is an unmanaged index that measures the performance of
securities listed on exchanges in developing nations throughout the world.
(6) Since inception performance for index is shown from December 1, 1994.
(7) Since inception performance for index is shown from June 1, 1995.
(8) Since inception performance for index is shown from August 1, 2002.
PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. This Fund invests in companies that the sub-adviser believes have
the potential for rapid growth, which may give the Fund a higher risk of price
volatility than a Fund that emphasizes other styles, such as a value-oriented
style. The Fund may invest in small- and medium-sized companies, which may be
more susceptible to greater price volatility and less liquidity than larger
companies. International investing does pose special risks including currency
fluctuation, economic and political risks not found in investments that are
solely domestic. Risks of foreign investing are generally intensified for
investments in emerging markets. The value of convertible or debt securities may
fall when interest rates rise. Convertible or debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible or debt securities with shorter
maturities.
7
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ING FOREIGN FUND PORTFOLIO MANAGERS' REPORT
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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 LLC, the
Sub-Adviser.
GOAL: The ING Foreign Fund (the "Fund") seeks long-term growth of capital.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 6.87% compared to the Morgan
Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE")
Index(4), which returned 12.58% for the same period.
PORTFOLIO SPECIFICS: For the six months ended April 30, 2004, assets under
management increased significantly within the Fund. Our focus was to deploy
these new funds expeditiously within our international equity strategy. However,
given the strong equity market environment, we underperformed relative to the
MSCI EAFE Index given these sizeable cash inflows.
Within Japan, in mid 2003 we became more constructive on this market. We found
valuations to be more reasonable, accounting had become more transparent, and
massive corporate de-leveraging and restructuring were beginning to have a
positive influence on fundamentals. We also recognized that Japan was a large
beneficiary of the rise of China, as witnessed by exports of cement, metals and
capital goods from Japan to China. This export-led recovery seemed to be
filtering into the domestic economy. Amid this environment, we increased
exposure to Japan, closer to the index weighting by the end of the period.
Emerging markets also represented an important component of the Fund. These
markets may represent between 0 - 25% of the strategy. As we approached the end
of the reporting period, our weighting toward emerging markets had moved toward
the upper end of the range.
Over the period, many investments were directed toward Eastern and Central
Europe including investments in Russia and Turkey. For Central and Eastern
Europe the prospect of European Union accession became a reality for ten
countries as of May 1, 2004.
Within EUROPE, domestic demand remains weak and there are no signs that the
European Central Bank will lower short term interest rates. Within the Fund, we
focused our European investments within the oil and oil drilling sectors as well
as telecommunications, in particular companies poised to benefit from the third
generation story. We also found select opportunities within the banking sector.
Our weighting within Europe remains below that of previous years given our more
constructive outlook for Eastern and Central Europe, other select emerging
markets as well as Japan.
MARKET OUTLOOK: Toward the latter part of the reporting period, equity markets
were negatively impacted by news that the Chinese government was taking measures
to cool down their economy by raising interest rates, increasing capital
requirements within several industries including real estate, steel, aluminum
and cement and limiting certain lending activities. Contributing to these
concerns were expectations for higher interest rates in the United States and
continued upward pressure on oil prices. Overall, investors began to assess
whether global corporate profit growth would be sustainable in light of these
issues.
Amid this heightened volatility, we have become more defensively positioned
within the Fund. We have reduced investments within a number of
commodity-related companies. We prefer to remain underweight industrials,
materials and technology relative to our index, and overweight within
telecommunications, energy and financials.
Over the short term, we anticipate commodity prices to remain quite volatile as
investors assess the extent to which the restrictive interventions by the
Chinese will bring its economic expansion under control. With a significant
portion of Chinese GDP attributed to capital expenditures, this is clearly an
unsustainable situation, which has naturally created bottlenecks. However, long
term we believe China will remain extremely competitive and that the growth
prospects for the country will remain in tact. We are quite comfortable having
reduced exposure to commodity related companies with the exception of energy
where we continue to maintain positions within natural gas and oil companies in
Europe and Canada.
Concerning emerging markets, while we have reduced positions within
resource-based countries, we remain positive toward the "convergence" countries
within Eastern and Central Europe, including Turkey. We believe these countries
continue to offer more attractive valuations and stronger economic growth
potential than the larger European markets.
8
<Page>
PORTFOLIO MANAGERS' REPORT ING FOREIGN FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED
APRIL 30, 2004
-------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A OF CLASS B OF CLASS C
JULY 1, 2003 JULY 8, 2003 JULY 7, 2003
------------ ------------ ------------
Including Sales Charge:
Class A(1) 11.95% -- --
Class B(2) -- 9.81% --
Class C(3) -- -- 14.11%
Excluding Sales Charge:
Class A 18.78% -- --
Class B -- 14.81% --
Class C -- -- 15.11%
MSCI EAFE Index(4) 29.39%(5) 29.39%(5) 29.39%(5)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
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 since
inception return.
(4) The MSCI EAFE Index is an unmanaged index that measures the performance of
securities listed on exchanges in Europe, Australasia and the Far East.
(5) Since inception performance for index is shown from July 1, 2003.
PRINCIPAL RISK FACTOR(s): International investing does pose special risks
including currency fluctuation, economic and political risks not found in
investments that are solely domestic. Risks of foreign investing are generally
intensified for investments in emerging markets. In exchange for higher growth
potential, investing in stocks of small- and mid-sized companies may entail
greater price volatility and less liquidity than investing in stocks of larger
companies. The value of debt securities may fall when interest rates rise. Debt
securities with longer maturities tend to be more sensitive to changes in
interest rates, usually making them more volatile than debt securities with
shorter maturities. Junk bonds are highly speculative. Changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
of issuers of securities to make principal and interest payments than with
higher-grade debt securities. ETFs are subject to the following risks that do
not apply to conventional funds: (i) the market price of ETF's shares may trade
at a discount to their net asset value; (ii) an active trading market for an
ETF's shares may not develop or be maintained; or (iii) trading of an ETF's
shares may be halted if the listing exchange's officials deem such actions
appropriate, the shares are de-listed from the exchange, or the activation of
market-wide "circuit breakers" (which are tied to large decreases in stock
prices) halts stock trading generally.
9
<Page>
ING INTERNATIONAL FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM: Richard T. Saler, Senior Portfolio Manager and Philip
A. Schwartz CFA, 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.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 9.59% compared to the Morgan
Stanley Capital International Europe, Australasia and Far East Index ("MSCI
EAFE")(4), which returned 12.58% for the same period.
PORTFOLIO SPECIFICS: Over the last six months, the Fund has gradually shifted to
a more defensive posture. Overall stock selection was the primary reason for the
Fund's weak relative performance, except in the consumer sectors. The strong
stock selection in the consumer discretionary and consumer staples sectors was
offset by weak results in the industrials and materials sectors. In addition,
our cash holdings muted returns versus the MSCI EAFE Index. The main reason for
the weak stock selection is our focus on financially strong, larger-cap
companies with strong balance sheets and attractive returns on invested capital.
On an individual basis, Greek Organization of Football Prognostics SA, the Greek
amusement company, was the strongest contributor to returns because of the good
outlook for its new lottery game. Other strong performers included Hong
Kong-based Global Bio-Chem Technology, which was held during the period, and the
Hungarian OTP Bank. On the other hand, the South-African based precious metals
producer Gold Fields hurt performance due to adverse currency movements. Also,
shares of Adecco, the Swiss-based provider of temporary workers, fell sharply
after announcing in January it would have to delay the release of its 2003
financial statements. Given the uncertainties, it was decided to eliminate
Adecco from the Fund.
During the reporting period we also added to financials, bringing its weighting
in line with the Index. We bought positions in Alpha Bank A.E. (Greece), Banco
Bilbao Vizcaya Argentaria SA (Spain), and ICICI Bank Ltd. (India). Our emerging
markets holdings overall hurt performance relative to the MSCI EAFE Index,
partly offset by strong stock selection in Hong Kong.
MARKET OUTLOOK: The global equity markets have recovered strongly in the past
year after their three-year down turn. For 2004, we believe that profitability
would favor equity investments, with the second half marking a return towards
larger capitalization, higher quality companies. Consensus earnings forecasts
for both 2004 and 2005 are being revised upwards and hints of corporate pricing
power are beginning to emerge.
However, the remainder of the first half of the year will likely be challenging
as we continue to assess the ongoing impact of economic trends, the difficult
Iraqi conflict, China's influence on worldwide growth and inflation and the U.S.
presidential campaign. In the U.S., the possibility exists of consumers running
out of steam, particularly if interest rates rise more quickly than anticipated
and the risk that the U.S. dollar weakens due to fiscal and trade imbalances.
The European recovery shows no sign of an imminent acceleration. Earnings
growths, especially in 2004, could fall short of current expectations. In Japan,
much depends on its strong export performance continuing long enough to make
domestic consumption growth self-sustaining. Furthermore, a hard landing in
China would be reflected in lower import volumes and commodity prices, which
could damage many emerging economies.
As a result, the managers continue to seek attractively valued, financially
strong companies. We continue to focus on defensive sectors such as consumer
staples, energy and health care. In our view, these areas present good
opportunities relative to the benchmark in a potentially rising interest-rate
environment.
10
<Page>
PORTFOLIO MANAGERS' REPORT ING INTERNATIONAL FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED APRIL 30, 2004
--------------------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS B OF CLASS C
1 YEAR 5 YEAR 10 YEAR AUGUST 22, 2000 SEPTEMBER 15, 2000
------ ------ ------- --------------- ------------------
Including Sales Charge:
Class A(1) 25.30% 0.24% 5.10% -- --
Class B(2) 26.33% -- -- -6.68% --
Class C(3) 30.33% -- -- -- -4.75%
Excluding Sales Charge:
Class A 32.94% 1.43% 5.72% -- --
Class B 31.33% -- -- -5.98% --
Class C 31.33% -- -- -- -4.75%
MSCI EAFE Index(4) 40.75% -0.41% 4.20% -3.57%(5) -3.57%(5)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
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) The MSCI EAFE Index is an unmanaged index that measures the performance of
securities listed on exchanges in markets in Europe, Australasia and the Far
East.
(5) Since inception performance for the index is shown from September 1, 2000.
Effective November 1, 2001, Class A shares liquidated within 30 days of purchase
are subject to a 2% redemption fee.
PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. International investing does pose special risks including currency
fluctuation, economic and political risks not found in investments that are
solely domestic. Risks of foreign investing are generally intensified for
investments in emerging markets. In exchange for higher growth potential,
investing in stocks of small- and mid-sized companies may entail greater price
volatility than investing in stocks of larger companies. The value of
convertible or debt securities may fall when interest rates risk. Convertibles
or debt securities with longer maturities tend to be more sensitive to changes
in interest rates, usually making them more volatile than securities with
shorter maturities.
11
<Page>
ING INTERNATIONAL SMALLCAP GROWTH FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM: Christopher A. Herrera, Portfolio Manager, with
Nicholas-Applegate Capital Management, the Sub-Adviser.
GOAL: The International SmallCap Growth Fund (the "Fund") seeks to maximize
long-term capital appreciation.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 10.35%. The Citigroup
Europe, Pacific, Asia Composite/Extended Market Index ("Citigroup EPAC/EMI")(4)
rose 15.08% during the same period.
PORTFOLIO SPECIFICS: The Fund participated in this period's strong stock market
advance, with holdings in numerous countries and sectors of investment posting
double-digit gains. Positions in several countries rose in excess of 30% on
average, including Russia, Austria and China. Looking at sectors,
telecommunications and utilities were areas of notable strength, with the
average holding up more than 20%. Broad-based depreciation of the U.S. dollar
boosted performance for U.S.-based investors in the Fund, as returns in local
currencies were generally worth more when translated into dollar terms.
Compared to the Citigroup EPAC/EMI benchmark, the Fund's results trailed. Stock
selection in Germany, Switzerland and the transportation and industrials sectors
contributed to the underperformance. For example, SGL Carbon, a German producer
of carbon, graphite and composite materials, saw its stock price decline as
one-time restructuring charges negatively impacted profits. The price of WestJet
Airlines Ltd., a Canadian airline, fell after the company reported disappointing
earnings due to changes in its accounting policies. Shares of Netherlands-based
ASM International N.V., a semiconductor equipment supplier, came under pressure
as a result of concerns about the near-term profitability of one of its business
units.
Another reason the Fund lagged the index this period was its focus on growth
stocks. Consistent with our investment style, the Fund's holdings are
concentrated in companies with higher growth prospects than its style-neutral
benchmark, which includes a mix of growth and value names. The Fund's growth
bias detracted from its relative performance this period because value stocks
outperformed. Investors shied away from riskier equities amid heightened worries
about terrorism and concerns that the surging U.S. economy would prompt the
Federal Reserve to raise U.S. interest rates sooner than anticipated.
On a positive note, security selection in France and among consumer cyclical and
financial services stocks helped performance versus the Citigroup EPAC/EMI. One
of the best-performing holdings was JCDecaux S.A., a global advertising firm
based in France. The company benefited from expectations that several upcoming
events, including the 2004 Olympics, would fuel increases in ad spending. Other
stocks that did especially well were Anglo Irish Bank Corp. PLC, which saw
strong loan growth, and Leopalace21Corp., a Japanese real estate firm that
enjoyed brisk order flow in its apartment construction division.
MARKET OUTLOOK: Nicholas-Applegate's outlook for international equities remains
positive. Many of the world's economies are experiencing accelerating growth
rates as business and consumer spending picks up. Although interest rates may be
headed higher in the near future, in our view, global monetary policy remains
accommodative and supports corporate investment. We are particularly optimistic
in our outlook for the Fund. Many international small-cap firms are thinly
covered by Wall Street analysts, creating an opportunity for diligent research
to add value. We are confident the in-depth analysis we perform will help us
identify companies poised to seek outperformance.
As of April 30, 2004, the Fund was positioned to capitalize on the generally
favorable investment climate. The Fund was overweight companies in emerging Asia
and underweight European names. Asian countries represent some of the world's
fastest-growing economies due to their robust export markets. In contrast,
growth expectations are more subdued in Europe, where high unemployment and the
strength of the Euro have restrained economic activity. From a sector
perspective, the Fund was underweight industrials, where we have found few
compelling growth opportunities, and overweight technology, where we have
identified companies we believe are likely to benefit from the anticipated
increase in global IT spending.
12
<Page>
PORTFOLIO MANAGERS' REPORT ING INTERNATIONAL SMALLCAP GROWTH FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
--------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS A & C OF CLASS B
1 YEAR 5 YEAR AUGUST 31, 1994 MAY 31, 1995
------ ------ --------------- ------------
Including Sales Charge:
Class A(1) 40.65% 6.42% 11.32% --
Class B(2) 43.17% 6.72% -- 13.08%
Class C(3) 47.14% 7.00% 11.24% --
Excluding Sales Charge:
Class A 49.23% 7.69% 12.01% --
Class B 48.17% 7.02% -- 13.08%
Class C 48.14% 7.00% 11.24% --
Citigroup EPAC/EMI(4) 56.31% 5.33% 4.16%(5) 5.21%(6)
</Table>
The table above illustrates the total return of ING International SmallCap
Growth Fund against the Citigroup EPAC/EMI. 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
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) The Citigroup EPAC/EMI (formerly the Salomon Europe, Pacific, Australia and
Composite Extended Market Index) is an unmanaged index that measures the
performance of securities of smaller-capitalization companies in 22
countries excluding the U.S. and Canada.
(5) Since inception performance for index is shown from September 1, 1994.
(6) Since inception performance for index is shown from June 1, 1995.
PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. In exchange for higher growth potential, investing in stocks of
smaller companies may entail greater price volatility than investing in those of
larger companies. International investing does pose special risks including
currency fluctuation, economic and political risks not found in investments that
are solely domestic. The Fund may invest in companies located in countries with
emerging securities markets when the sub-adviser believes they present
attractive investment opportunities. Risks of foreign investing are generally
intensified for investments in emerging markets. The value of convertible or
debt securities may fall when interest rates rise. Convertible or debt
securities with longer maturities tend to be more sensitive to changes in
interest rates, usually making them more volatile than convertible or debt
securities with shorter maturities.
13
<Page>
ING INTERNATIONAL VALUE FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM: Brandes Investment Partners, LLC is the sub-adviser.
Brandes's Large Cap Investment Committee is responsible for making the
day-to-day investment decisions for the Fund.
GOAL: The ING International Value Fund (the "Fund") seeks long-term capital
appreciation.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 15.52% compared to the
Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI
EAFE") Index(4), which returned 12.58% for the same period.
PORTFOLIO SPECIFICS: Advances for positions in Japan helped drive the Fund's
performance during the period. Top Japan-based performers included Sumitomo
Mitsui Financial Group, Inc. (Banks, 2.4% of the Fund) and Hitachi Ltd.
(Electrical Components & Equipment, 2.5%).
Holdings in emerging markets also tended to register significant gains. From an
industry perspective, positions in diversified telecom services made a
substantial contribution to returns. Overall, the Fund's advance was
broad-based, with positions in a wide range of countries and industries posting
gains.
During the period, we eliminated exposure to several holdings as their market
prices advanced toward our estimate of their fair values. For example, we sold
Komatsu (Japan, Machinery, 0.0%), Reuters (United Kingdom, Media, 0.0%), and
BASF (Germany, Chemicals, 0.0%).
We purchased shares of companies such as Volkswagen AG (Germany, Automobiles,
2.1%), Schering (Germany, Pharmaceuticals, 1.1%), and GlaxoSmithKline PLC
(United Kingdom, Pharmaceuticals, 2.1%) at prices that we consider compelling.
We also took advantage of attractive prices by adding to select existing
holdings.
MARKET OUTLOOK: Our investment philosophy continues to focus on fundamental
company analysis with a long-term perspective. In all market environments, we
search for and hold stocks that are trading at discounts to our estimates of
their fair values. We believe this strategy may provide patient investors with
favorable results.
As of April 30, 2004, the Fund's most substantial country weightings lie in
Japan and in the United Kingdom. On an industry basis, the Fund's largest
exposure lies in diversified telecom services.
Keep in mind that the Fund's weightings for countries and industries are not the
product of "top-down" forecasts or opinions regarding interest rates, economic
growth, or other macroeconomic variables. Instead, these weightings stem from
our company-by-company search for compelling investment opportunities in markets
around the world.
14
<Page>
PORTFOLIO MANAGERS' REPORT ING INTERNATIONAL VALUE FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
-----------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS A AND C OF CLASS B
1 YEAR 5 YEAR MARCH 6, 1995 APRIL 18, 1997
------ ------ ------------- --------------
Including Sales Charge:
Class A(1) 45.49% 6.03% 11.67% --
Class B(2) 48.21% 6.23% -- 10.65%
Class C(3) 52.27% 6.53% 11.64% --
Excluding Sales Charge:
Class A 54.37% 7.29% 12.40% --
Class B 53.21% 6.54% -- 10.65%
Class C 53.27% 6.53% 11.64% --
MSCI EAFE Index(4) 40.75% -0.41% 5.05%(5) 3.62%(6)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
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) The MSCI EAFE Index is an unmanaged index that measures the performance of
securities listed on exchanges in markets in Europe, Australasia and the Far
East.
(5) Since inception performance for index is shown from March 1, 1995.
(6) Since inception performance for index is shown from May 1, 1997.
PRINCIPAL RISK FACTOR(S): International investing does pose special risks,
including currency fluctuation, economic and political risks not found in
investments that are solely domestic. Risks of foreign investing are generally
intensified for investments in emerging markets. In exchange for higher growth
potential, investing in stocks of small and medium-sized companies may entail
greater price volatility than investing in stocks of larger companies. The value
of convertible or debt securities may fall when interest rates rise. Convertible
or debt securities with longer maturities tend to be more sensitive to changes
in interest rates, usually making them more volatile than convertible or debt
securities with shorter maturities.
15
<Page>
ING PRECIOUS METALS FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
MANAGEMENT TEAM: James A. Vail, CFA, Senior 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 six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of -13.83% compared to the
Standard & Poors ("S&P") 500 Index(2), Financial Times ("FT") Gold Mines
Index(3), which returned 6.27% and -16.36%, respectively, for the same period.
Gold Bullion(4) returned 0.58% for the period.
PORTFOLIO SPECIFICS: For the period ended April 30, 2004, the Fund's performance
was enhanced by several factors: lack of holdings in the South African platinum
producers was beneficial and our holdings in a basket of small and medium sized
companies significantly outperformed the sector and their peers. Specifically
the latter included Lonmin PLC, Agnico-Eagle Mines Ltd., Gammon Lake Resources,
Inc., Hecla Mining Corp. and Glamis Gold Ltd. Finally, the Fund's 4.5% cash
position was fortuitous. Performance was restrained by our underweight in large
capitalization producer, Barrick, which held up relatively well in a weak
sector.
MARKET OUTLOOK: During the latter part of this reporting period, the market
experienced a sharp sell off in natural resources including precious metals.
This was prompted in our opinion by fears of increased interest rates in the
United States and a slowing in the rate of growth in the Chinese economy. These
two factors caused momentum investors in the sector to liquidate positions in
copper, nickel and, of course, gold and silver. Recent activity suggests this
sell off may have ended and we have entered a period of consolidation, which may
last, into the fall of this year. Nevertheless, the fundamental underpinnings
for investment in gold and precious metals remain positive; continued U.S.
dollar weakness, currency volatility and limited new supply. During this period,
the Fund will look to add to positions and establish new holdings in companies
that we believe possess attractive production growth profiles and those with
attractive exploration opportunities. As the industry digests recent
consolidation, we believe the larger producers are finding it difficult to
replace annual production with new reserves. The smaller producers and
exploration companies become attractive alternatives for these majors for
finding new deposits themselves. We believe the attractive outlook for gold and
precious metals remains intact.
16
<Page>
PORTFOLIO MANAGERS' REPORT ING PRECIOUS METALS FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIODS ENDED APRIL 30, 2004
-----------------------------------------------
1 YEAR 5 YEAR 10 YEAR
------ ------ -------
Including Sales Charge:
Class A(1) 19.41% 11.58% 1.06%
Excluding Sales Charge:
Class A 26.69% 12.91% 1.66%
S&P 500 Index(2) 22.88% -2.24% 11.40%
FT Gold Mines Index(3) 24.75% 6.26% -3.13%
Gold Bullion(4) 15.32% 6.27% 0.32%
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) 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.
(3) The FT Gold Mines Index(R) 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.
(4) GOLD BULLION IS NOT AN INDEX. It is a commodity traded on the New York
Mercantile Exchange (NYME). The return is based upon spot prices obtained
from the NYME for the periods shown.
PRINCIPAL RISK FACTOR(s): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. International investing does pose special risks including currency
fluctuation, economic and political risks not found in investments that are
solely domestic. Risks of foreign investing are generally intensified for
investments in emerging markets. The price of gold and other precious metals is
subject to substantial price fluctuations over short periods of time and may be
affected by unpredictable international monetary and political policies. The
market for gold and other precious metals is widely unregulated. The Fund is a
non-diversified investment company. Concentration may lead to higher price
volatility. The value of convertible securities may fall when interest rates
rise. Convertible securities with longer maturities tend to be more sensitive to
changes in interest rates, usually making them more volatile than convertible
securities with shorter maturities.
17
<Page>
ING RUSSIA FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM: Samuel Oubadia, Senior Portfolio Manager -- Emerging
Markets equities, Michiel Bootsma, Portfolio Manager -- Emerging Market
Equities, Jan Wim Derks, Director -- head of Emerging Market 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 six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 23.40%. In the same period
the Morgan Stanley Capital International Emerging Markets Free Index ("MSCI
EMF")(2) returned 9.38% and Russian Trading System Index (RTS)(4) returned
24.70%.
PORTFOLIO SPECIFICS: The Fund continued to perform well for most of the period
under review. However, the Fund began to decline from its peak level (reached in
early April) once the Russian market began to sell-off on concerns of interest
rate hikes in the United States.
The period was generally marked by rising oil prices. This was supportive of not
only the overall Russian economy, but its oil & gas stocks as well. Stocks such
as Lukoil American Depositary Receipt (ADR) and OAO Gazprom ADR gained 35.0% and
29.0% respectively. Both stocks were held in the Russia Fund. Yukos, another oil
stock held in the Fund, did not perform as well as its peers. The stock was
essentially flat over the relevant period. This was due to the arrest of the
company's CEO, Mikhail Khodorkovsky. Although Mr. Khodorkovsky later resigned
from his position, Yukos continues to be the target of a government
investigation into its tax liability. It has been widely reported that Yukos
would be asked to pay the Russian government as much as U.S. $3.5 billion in
unpaid taxes. However, the final amount could end up being even higher. These
reports have raised concerns over Yukos's solvency.
The Fund also benefited from its exposure to the mobile telecommunications
sector. Russia's two largest cellular operators, Mobile Telesystems and
Vimpel-Communications ADR have grown substantially over the past year.
Subscriber growth has been very strong in Moscow and Russia's regions. Still,
penetration rates in the regions remain below those in other emerging markets.
In the period under review Mobile Telesystems and Vimpel-Communications rose
43.0% and 44.0% respectively. The Fund held positions in both stocks.
Among the market's large capitalization stocks, the best performer was Sberbank.
Sberbank's shares gained an impressive 52.0%. The huge gain was partly
attributable to the fact that Sberbank shares had previously only been traded on
the local market. However, in the first quarter of 2004, a global depository
receipt (GDR) on Sberbank shares began trading. This has allowed certain foreign
investors to purchase Sberbank for the first time. The Fund had a substantial
position in Sberbank shares.
The need to hold cash for liquidity was a drag on performance.
MARKET OUTLOOK: The start of 2004 saw a steady rise in the Russian equity
market, and by the end of the first quarter the RTS Index had gained almost
33.0%. In mid-April, the index reached an all-time high of 781.51. However,
events in Russia took a dramatic turn at that point. Fears of higher interest
rates and concerns surrounding Yukos sent the RTS Index down more than 19.0%
between April 12 and April 30.
The economic outlook for Russia remains, in our view, quite positive. Gross
Domestic Product growth in 2004 is expected to reach at least 6.0%, and fiscal
balance is expected to end 2004 in a surplus. Furthermore, valuations have
become fairly attractive after the market's correction. However, investors'
perception of risk has increased over the last month. The recent decline in the
Russian market is what we would typically expect to see in an environment where
investor appetite for risk has decreased, and global equity markets experience
selling pressure. The question then becomes if/when Russia de-couples from
global markets and investors begin to judge Russian equities on their own
merits.
Our view is that the Russian market will likely see some recovery from its
current levels. In light of this we maintain our positions in sectors that we
believe have been unjustifiably penalized in the recent downturn. This includes
selected oil stocks, and the cellular telecom stocks. We will also continue to
hold stocks of companies that we believe stand to benefit from the anticipated
economic reforms. As such, we will maintain our exposure to local Gazprom
shares, and the electricity sector.
18
<Page>
PORTFOLIO MANAGERS' REPORT ING RUSSIA FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE
PERIODS ENDED APRIL 30, 2004
---------------------------------------------
SINCE INCEPTION
1 YEAR 5 YEAR JULY 3, 1996
------ ------ ------------
Including Sales Charge:
Class A(1) 47.64% 41.80% 11.55%
Excluding Sales Charge:
Class A 56.64% 43.48% 12.40%
MSCI EMF Index(2) 53.59% 5.72% 0.69%(3)
Russian Trading System Index(4) 51.63% 48.50% 15.49%(3)
Moscow Times Index(5) 59.36% 53.17% 20.32%(3)
</Table>
The table above illustrates the total return of ING Russia Fund against the MSCI
EMF Index, 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) Reflects deduction of the maximum Class A sales charge of 5.75%.
(2) The MSCI EMF Index is an unmanaged index that measures the performance of
securities listed on exchanges in developing nations throughout the world.
(3) Since inception performance for index is shown from July 1, 1996.
(4) The Russian Trading System Index 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, a non-profit body.
(5) 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.
Redemptions on shares held less than 365 days are subject to a redemption fee of
2% of the redemption proceeds.
PRINCIPAL RISK FACTOR(s): The Fund involves speculative investments, special
risks, such as political, economic and legal uncertainties, currency
fluctuations, portfolio settlement and custody risks, and risk of loss arising
out of Russia's system of share registration. Share prices are subject to
substantial price volatility over short periods of time. The Fund is a
non-diversified investment company. Concentration may lead to higher share-price
volatility. The Russian securities markets are substantially smaller, less
liquid and more volatile than the securities markets in the U.S. A few issuers
represent a large percentage of market capitalization and trading volume. Due to
these factors and despite the Fund's policy on liquidity, it may be difficult
for the Fund to buy or sell some securities because of the poor liquidity. The
value of convertible or debt securities may fall when interest rates rise.
Convertible or debt securities with longer maturities tend to be more volatile
than securities with shorter maturities.
19
<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 Global Equities team and Joris Franssen, Portfolio Manager
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.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 9.78% compared to the Morgan
Stanley Capital International ("MSCI") World Index(4) and the FTSE World
Index(7), which returned 8.67% and 8.75%, respectively.
PORTFOLIO SPECIFICS: During the reporting period the strategy benefited from
large positions in the defensive sectors energy, telecommunication services,
utilities and consumer staples. Furthermore, stock selection within Emerging
Markets and a large position in the U.K. had a positive contribution to the
strategy's performance.
The Fund benefited from the fact that high dividend paying stocks performed
relatively well and in particular technology stocks in which the Fund is
structurally underweight, were weak.
We reduced our weighting in U.S. insurers as the dividend yields of both St Paul
and Lincoln National fell below our dividend yield threshold after a strong
performance. We increased our weighting in telecommunication services and paper
& forest products as both sectors suffered considerably and dividend yields
became very attractive. The sector telecommunication services is more and more
focused on cash flow generation of its core business, which resulted in sound
balance sheets and attractive dividend yields.
Regionally, the weighting in Emerging Markets was reduced slightly. Although
bottom-up fundamentals of several companies are still very attractive,
valuations became less compelling. Bank of Boroda, Shin Corp, KT&G and Shinhan
Financial were all sold after a strong run.
In April the strategy was initially hurt by the sharply higher rates, especially
in the U.S. (up 0.60% in less than a month), we expect the strategy to do
relatively well in the longer run. Long term price behavior of financial assets
in periods with rising interest rates, largely depend on the duration of the
asset. The higher the duration of the assets the more it will likely suffer from
rising rates. The duration of a financial asset depends on its cash flow
distribution to holders of the asset. The longer out the cash flows occur the
higher the duration. Stocks with high Price-to-Earnings Ratios ("P/E's") and low
dividend yields therefore have a much higher duration than stocks with low P/E's
and high dividend yields. The strategy has a clearly higher dividend yield than
the overall market and a clearly lower P/E's. We can therefore conclude that the
Fund has a lower duration than the overall equity market and especially a lower
duration versus growth stocks. As a result, we expect that the Fund's return in
a rising interest rate environment will potentially be better than that of the
overall market in the longer run.
MARKET OUTLOOK: We believe the outlook for the Global High Dividend strategy
remains positive. Investments in defensive sectors like utilities, real estate
and consumer staples should give the strategy downside protection. 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 significantly.
If the equity markets move sideways, stock selection and the consistent,
disciplined strategy, we expect will add value. In this scenario, dividends will
make up an important part of the total return. This should result in positive
absolute returns and outperformance of global equities.
In our view, 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, consumer cyclicals and
basic materials are also expected to show a strong performance. A rally driven
by growth stocks (especially IT or HealthCare) will be the most difficult
environment for the strategy. We do expect, however, that opportunities for
absolute returns will be positive in that scenario.
20
<Page>
PORTFOLIO MANAGERS' REPORT ING GLOBAL EQUITY DIVIDEND FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS FOR THE PERIODS ENDED
APRIL 30, 2004
--------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A OF CLASS B OF CLASS C
SEPTEMBER 17, 2003 OCTOBER 24, 2003 OCTOBER 29, 2003
------------------ ---------------- ----------------
Including Sales Charge:
Class A(1) 8.54% -- --
Class B(2) -- 6.45% --
Class C(3) -- -- 8.87%
Excluding Sales Charge:
Class A 15.16% -- --
Class B -- 11.45% --
Class C -- -- 9.87%
MSCI World Index(4) 15.14%(5) 8.67%(6) 8.67%(6)
FTSE World Index(7) 15.31%(5) 8.75%(6) 8.75%(6)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
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 since
inception return.
(4) 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.
(5) Since inception performance for the index is shown from October 1, 2003.
(6) Since inception performance for the index is shown from November 1, 2003.
(7) The FTSE World Index is an unmanaged index that aims to capture 82 - 90
percent of investable market capitalization in any country.
PRINCIPAL RISK FACTOR(s): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. The Fund invests primarily in equity securities of larger companies,
however the Fund may also invest in small- and mid-sized companies, which may be
more susceptible to price swings than larger companies. From time to time, the
stock market may not favor the dividend paying securities in which the Fund
invests. Rather, the market could favor growth-oriented stocks or may not favor
equities at all. International investing does pose special risks including
currency fluctuation, economical and political risks not found in domestic
investments. Risks of foreign investing are generally intensified in emerging
markets. The Sub-Adviser does not hedge against currency movements in the
various markets in which the Fund invests, so the value of the Fund is subject
to the risk of adverse changes in currency exchange rates.
21
<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 ING Clarion Real Estate Securities, the Sub-Adviser.
GOALS: The ING Global Real Estate Fund (the "Fund") seeks to provide investors
with high total return.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 9.98% compared to the
Citigroup World Property Index(4), which returned 9.05% for the same period.
PORTFOLIO SPECIFICS: Property stocks around the world have benefited from strong
performance relative to other equities over the past several years as a result
of the desire for predictable cash flows as generated by real estate. Investment
characteristics include high free cash flow from long lease terms, dividend
yields, stable earnings growth and low correlation to broad equities. The Fund,
while maintaining a core of higher dividend yielding, defensively positioned
stocks, has shifted its holdings over the past six months to higher growth
countries and sectors we expect will respond more quickly to economic recovery
(for example Japan and Hong Kong and, separately, the office and hotel sectors,
both of which are currently market-to-overweight in the Fund versus the
benchmark).
For the six months ended April 30, 2004, the Fund's Class A shares, excluding
sales charges, provided a return of nearly 10%, outpacing the Citigroup World
Property Index benchmark by 0.93%. Outperformance during this time period was
achieved largely by being overweight Europe (22.1% total return) combined with
being underweight the U.S. (3.1% total return) versus benchmark performance of
9.05%. Outperformance in Europe was achieved by being consistently overweight
the high-yielding and defensive Dutch property stocks (21.8% total return) as
well as being overweight the U.K. property stocks (26.2% total return) which not
only possess attractive valuations relative to the estimated private market
value of the underlying real estate but have the potential catalyst of a
REIT-type structure being legislated in the U.K. (which would generally cause
dividend yields to increase and discounts to private market value to narrow
resulting in capital appreciation). A modest underweight in the volatile but
strong Japanese property stocks (25% for the six months) was a source of
relative drag during the six months but a contributor to overall performance.
Stock-picking cross-currents saw superior stock-picking in the U.S. offset
inferior stock selection in the Netherlands, which nonetheless as a country
performed well (but the stock picking could have been better).
Despite a sharply strengthening dollar versus major currencies during the month
of April, the U.S. dollar net over the past six months generally weakened versus
major currencies, by 4.9% versus British sterling, 3.3% versus the euro, and by
1.7% versus the Australian dollar. The U.S. dollar strengthened by 0.5% versus
the Japanese yen during this time period (essentially flat). Currency movements
are reflected in the performance numbers cited above. Over the past three years,
the U.S. dollar has weakened by 20-40% versus major currencies. A weakening U.S.
dollar has generally contributed to total return for the Fund over the past
several years.
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 3 - 5% prospective annual earnings
growth, global property stocks continue to be well-positioned to conservatively
seek attractive total returns over the next several years. Valuation disparities
continue to provide investment opportunity as real estate stocks globally trade
at a 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.
22
<Page>
PORTFOLIO MANAGERS' REPORT ING GLOBAL REAL ESTATE FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
----------------------------------------------------------------------
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A OF CLASS B OF CLASS C
1 YEAR NOVEMBER 5, 2001 MARCH 15, 2002 JANUARY 8, 2002
------ ---------------- --------------- ---------------
Including Sales Charge:
Class A(1) 28.76% 17.41% -- --
Class B(2) 30.43% -- 15.60% --
Class C(3) 34.72% -- -- 17.02%
Excluding Sales Charge:
Class A 36.62% 20.24% -- --
Class B 35.43% -- 16.79% --
Class C 35.72% -- -- 17.02%
Citigroup World Property Index(4) 39.66% 19.17%(5) 19.27%(6) 17.85%(7)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
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) The Citigroup World Property Index (formerly the 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.
(5) Since inception performance for index is shown from November 1, 2001.
(6) Since inception performance for index is shown from March 1, 2002.
(7) Since inception performance for index is shown from January 1, 2002.
PRINCIPAL RISK FACTOR(s): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. The Fund is a non-diversified investment company that concentrates
its investments in real estate and real estate investment trusts (REITs).
Concentration may lead to higher price volatility. Risks of the Fund are similar
to those associated with direct ownership of real estate, including 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 be affected by tax and regulatory
requirements. The Fund invests in foreign securities, which involve special
risks, 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
and less liquidity than larger companies.
23
<Page>
ING WORLDWIDE GROWTH FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM:
DOMESTIC EQUITY COMPONENT: Managed by a team of investment professionals led by
James A. 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 T. Saler and Philip A. Schwartz, CFA, 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 six months ended April 30, 2004, the Fund's Class A shares,
excluding sales charges, provided a total return of 6.10%, compared to the
Morgan Stanley Capital International ("MSCI") World Index(4), which returned
8.67% for the same period.
PORTFOLIO SPECIFICS, DOMESTIC COMPONENT: The Fund benefited from an overweight
within the industrials and energy sectors, and particularly good individual
stock performance within these two groups. Tyco International continued to be a
core holding, rising on strong economic growth and a company-specific turnaround
event. Halliburton Co. continued its good performance as well. The Fund remained
underweight in consumer staples, as we believe other sectors are more leveraged
to a continued strong economy.
The largest single source of the underperformance was an overweight in the
technology sector and adverse stock selection within it.
PORTFOLIO SPECIFICS, INTERNATIONAL COMPONENT: Over the last six months, the Fund
has been gradually shifted to a more defensive posture. Overall stock selection
was the primary reason for the Fund's weak relative performance, except in the
consumer sectors. The strong stock selection in the consumer discretionary and
consumer staples sectors was offset by weak selection in the industrials and
materials sectors. In addition, our cash holdings muted returns versus the MSCI
EAFE Index. The main reason for the weak stock selection is our focus on issues
we believe are financially strong, larger cap companies with strong balance
sheets and attractive returns on invested capital.
On an individual basis, Greek Organization of Football Prognostics SA, the Greek
amusement company, was among the strongest contributors to returns because of
the good outlook for its new lottery game. Other strong performers included Hong
Kong-based Global Bio-Chem Technology, which was held during the period, and the
Hungarian OTP Bank. On the other hand, the South-African based precious metals
producer Gold Fields hurt performance due to adverse currency movements. Also,
shares of Adecco, the Swiss-based provider of temporary workers, fell sharply
after announcing in January it would have to delay the release of its 2003
financial statements. Given the uncertainties, it was decided to eliminate
Adecco from the portfolio.
During the reporting period, we also added to financials, bringing its weighting
in line with the MSCI EAFE Index. We bought positions in Alpha Bank (Greece),
Banco Bilbao Vizcaya (Spain), and ICICI Bank (India). Our emerging markets
holdings overall hurt performance relative to the Index, but was partly offset
by strong stock selection in Hong Kong.
MARKET OUTLOOK, DOMESTIC: Economic statistics point to an improving domestic
economy with similar indications globally. First-quarter earnings were generally
in-line or better-than-expected, with more optimistic comments from management
for the period immediately ahead. Inflation remains subdued despite materials
and energy costing more, and while expanding more slowly than the politicians
would like, employment is growing. The recent activity reflects the
spell-binding effect that the fear of raising interest rates is having on the
equity markets. At 1.00%, the Fed Funds rate is at historic lows, and although
some observers suggest a 1.50% level by year-end 2004, this still would be low
by historic measures. While the Fed is expected to raise rates some time this
year, we do not believe it spells the end of growth in equity prices. The second
factor distracting the market is the fear of an overheating Chinese economy.
We believe the economic data warrants maintaining the Fund's exposure to
economically sensitive sectors, such as industrials, materials, and financial
sectors. History indicates that these sectors outperform the overall market
after the announcement by the Fed of an increase in the Fed Funds lending rate.
We believe we are closer to that event than not; thus our decision to stay the
course and maintain our current, economically sensitive positions.
MARKET OUTLOOK, INTERNATIONAL: The global equity markets have recovered strongly
in the past year after a three-year downturn. For 2004, we believe that
profitability would favor equity investments, with the second half marking a
return towards larger capitalization, higher quality companies. Consensus
earnings forecasts for both 2004 and 2005 are being revised upwards, and hints
of corporate pricing power are beginning to emerge.
24
<Page>
PORTFOLIO MANAGERS' REPORT ING WORLDWIDE GROWTH FUND
- --------------------------------------------------------------------------------
However, the remainder of the first half of the year will likely be challenging
as we continue to assess the ongoing impact of economic trends, the difficult
Iraqi conflict, China's influence on worldwide growth and inflation, and the
U.S. presidential campaign. In the U.S., the possibility exists of consumers
running out of steam, particularly if interest rates rise more quickly than
anticipated and due to the risk that the U.S. dollar weakens due to fiscal and
trade imbalances. The European recovery shows no sign of an imminent
acceleration. Earnings growths, especially in 2004, could fall short of current
expectations. In Japan, much depends on its strong export performance continuing
long enough to make domestic consumption growth self-sustaining. Furthermore, a
hard landing in China would be reflected in lower import volumes and commodity
prices, which could damage many emerging economies.
As a result, the managers continue to seek attractively valued, financially
strong companies. We continue to focus on defensive sectors, such as consumer
staples, energy, and health care. These areas present good opportunities, in our
view, relative to the benchmark in a potentially rising interest-rate
environment.
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
--------------------------------------------------------------
SINCE INCEPTION
OF CLASS B
1 YEAR 5 YEAR 10 YEAR MAY 31, 1995
------ ------ ------- ---------------
Including Sales Charge:
Class A(1) 19.32% -5.00% 6.61% --
Class B(2) 20.68% -4.84% -- 7.38%
Class C(3) 24.64% -4.49% 6.56% --
Excluding Sales Charge:
Class A 26.60% -3.87% 7.25% --
Class B 25.68% -4.51% -- 7.38%
Class C 25.64% -4.49% 6.56% --
MSCI World Index(4) 30.05% -1.74% 7.25% 6.88%(5)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
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) 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.
(5) Since inception performance for index is shown from June 1, 1995.
PRINCIPAL RISK FACTOR(s): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. International investing does pose special risks including currency
fluctuation, economic and political risks not found in investments that are
solely domestic. Risks of foreign investing are generally intensified for
investments in emerging markets. In exchange for higher growth potential,
investing in stocks of mid-sized and smaller companies may entail greater price
volatility and less liquidity than investing in stocks of larger companies. This
Fund invests in companies that the Portfolio Managers believe have the potential
for rapid growth, which may give the Fund a higher risk of price volatility than
a fund that emphasizes other styles. The value of convertible securities may
fall when interest rates rise.
25
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING ING ING
EMERGING ING ING INTERNATIONAL INTERNATIONAL
COUNTRIES FOREIGN INTERNATIONAL SMALLCAP GROWTH VALUE
FUND FUND FUND FUND FUND
-------------- -------------- -------------- --------------- ---------------
ASSETS:
Investments in securities at value+* $ 108,900,490 $ 72,017,379 $ 102,909,842 $ 344,818,513 $ 3,503,646,329
Repurchase agreement -- -- 2,921,000 -- --
Cash -- 4,228,143 -- 7,929,846 133,106,517
Collateral for securities loaned 7,996,046 3,042,073 2,092,414 -- 61,474,663
Foreign currencies at value** 3,686,179 3,149,415 -- 997,326 3,443,544
Receivables:
Investment securities sold 505,958 1,913,272 684,747 496,290 13,525,264
Fund shares sold 31,429 2,334,514 251,338 306,528 554,903
Dividends and interest 400,304 196,591 579,148 928,476 24,020,003
Unrealized appreciation on forward
foreign currency contracts -- -- -- 20,250 24,624
Prepaid expenses 31,229 38,540 17,804 25,172 39,028
Reimbursement due from manager 1,660 24,450 -- -- --
-------------- -------------- -------------- --------------- ---------------
Total assets 121,553,295 86,944,377 109,456,293 355,522,401 3,739,834,875
-------------- -------------- -------------- --------------- ---------------
LIABILITIES:
Payable for investment securities purchased -- 2,756,264 -- 4,194,869 16,837
Payable for fund shares redeemed 1,267,962 48,022 23,751 1,074,505 1,940,268
Payable upon receipt of securities loaned 7,996,046 3,042,073 2,092,414 -- 61,474,663
Unrealized depreciation on forward
currency contracts 7 -- -- -- 43,500
Payable to affiliates 187,124 107,726 142,521 561,639 4,885,536
Payable to custodian 82,910 -- 17,038 -- --
Payable for trustee fees 103,997 2,546 53,153 9,517 11,092
Other accrued expenses and liabilities 701,392 181,671 247,071 722,378 5,080,509
-------------- -------------- -------------- --------------- ---------------
Total liabilities 10,339,438 6,138,302 2,575,948 6,562,908 73,452,405
-------------- -------------- -------------- --------------- ---------------
NET ASSETS $ 111,213,857 $ 80,806,075 $ 106,880,345 $ 348,959,493 $ 3,666,382,470
============== ============== ============== =============== ===============
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 241,547,584 $ 80,024,397 $ 125,348,206 $ 469,996,387 $ 3,364,537,109
Undistributed net investment income
(accumulated net investment loss) 10,615 (284,539) 232,239 (1,080,002) 20,881,952
Accumulated net realized gain (loss)
on investments, foreign currencies and
futures (161,119,309) (273,487) (30,561,422) (189,072,420) 47,416,377
Net unrealized appreciation of investments
foreign currencies and futures (net of
estimated India tax of $217,091, $0, $0,
$0, $0) 30,774,967 1,339,704 11,861,322 69,115,528 233,547,032
-------------- -------------- -------------- --------------- ---------------
NET ASSETS $ 111,213,857 $ 80,806,075 $ 106,880,345 $ 348,959,493 $ 3,666,382,470
============== ============== ============== =============== ===============
- ----------
+ Including securities loaned at value $ 7,497,370 $ 2,692,386 $ 1,956,695 -- $ 58,674,873
* Cost of investments in securities $ 78,077,584 $ 70,660,693 $ 91,059,113 $ 275,696,382 $ 3,270,744,515
** Cost of foreign currencies $ 3,533,818 $ 3,157,758 $ -- $ 1,003,515 $ 3,443,544
</Table>
See Accompanying Notes to Financial Statements
26
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of April 30, 2004 (Unaudited)
(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 $ 69,870,912 $ 42,444,685 $ 55,905,561 $ 164,355,394 $ 1,942,569,017
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01
Shares outstanding 3,825,310 3,634,146 6,026,056 5,871,627 123,446,771
Net asset value and redemption price
per share $ 18.27 $ 11.68 $ 9.28 $ 27.99 $ 15.74
Maximum offering price per share (5.75%)(1) $ 19.38 $ 12.39 $ 9.85 $ 29.70 $ 16.70
CLASS B:
Net assets $ 16,200,512 $ 9,252,967 $ 14,665,555 $ 63,687,520 $ 455,495,353
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01
Shares outstanding 894,553 796,366 1,634,481 2,190,606 29,413,304
Net asset value and redemption price
per share(2) $ 18.11 $ 11.62 $ 8.97 $ 29.07 $ 15.49
Maximum offering price per share $ 18.11 $ 11.62 $ 8.97 $ 29.07 $ 15.49
CLASS C:
Net assets $ 10,466,759 $ 27,698,990 $ 16,132,378 $ 50,549,473 $ 673,721,743
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01
Shares outstanding 607,354 2,380,101 1,797,861 1,896,650 43,604,906
Net asset value and redemption price
per share(2) $ 17.23 $ 11.64 $ 8.97 $ 26.65 $ 15.45
Maximum offering price per share $ 17.23 $ 11.64 $ 8.97 $ 26.65 $ 15.45
CLASS I:
Net assets n/a $ 357,537 $ 13,387,779 n/a $ 566,791,511
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 30,490 1,449,067 n/a 35,976,029
Net asset value and redemption price
per share n/a $ 11.73 $ 9.24 n/a $ 15.75
Maximum offering price per share n/a $ 11.73 $ 9.24 n/a $ 15.75
CLASS M:
Net assets $ 1,229,086 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 68,006 n/a n/a n/a n/a
Net asset value and redemption price
per share $ 18.07 n/a n/a n/a n/a
Maximum offering price per share (3.50%)(3) $ 18.73 n/a n/a n/a n/a
CLASS Q:
Net assets $ 13,446,588 $ 1,051,896 $ 6,789,072 $ 70,367,106 $ 27,804,846
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.01
Shares outstanding 713,151 89,926 736,361 2,349,393 1,764,288
Net asset value and redemption price
per share $ 18.86 $ 11.70 $ 9.22 $ 29.95 $ 15.76
Maximum offering price per share $ 18.86 $ 11.70 $ 9.22 $ 29.95 $ 15.76
</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 April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING ING ING ING ING
PRECIOUS RUSSIA GLOBAL EQUITY GLOBAL WORLDWIDE
METALS FUND DIVIDEND REAL ESTATE GROWTH
FUND FUND FUND FUND FUND
-------------- -------------- -------------- --------------- ----------------
ASSETS:
Investments in securities at value* $ 79,804,028 $ 258,204,980 $ 9,363,731 $ 62,424,075 $ 125,184,896
Repurchase agreement -- -- -- -- 4,674,000
Cash -- 9,575,714 185,114 3,805,143 --
Foreign currencies at value** 928 -- 21,305 26,034 29,144
Receivables:
Investment securities sold 785,722 -- -- 150,692 895,838
Fund shares sold 41,251 1,157,790 2,488 230,805 2,552
Dividends and interest 34,600 210,797 66,013 227,447 595,544
Prepaid expenses 9,097 11,776 73,748 10,697 23,308
Reimbursement due from manager -- -- 16,590 -- 9,725
-------------- -------------- -------------- --------------- ----------------
Total assets 80,675,626 269,161,057 9,728,989 66,874,893 131,415,007
-------------- -------------- -------------- --------------- ----------------
LIABILITIES:
Payable for investment securities
purchased -- 499,985 21,581 1,789,693 615,139
Payable for fund shares redeemed 12,606 4,164,112 -- 22,697 224,101
Payable for call options written -- -- -- -- 1,440
Unrealized depreciation on forward
currency contracts -- -- 125 1,323 968
Payable to affiliates 100,089 397,846 10,155 79,894 203,317
Payable to custodian 348,464 -- -- -- 12,525
Payable for trustee fees 101,430 48,783 323 885 8,943
Other accrued expenses and liabilities 174,303 442,504 74,299 128,298 500,046
-------------- -------------- -------------- --------------- ----------------
Total liabilities 736,892 5,553,230 106,483 2,022,790 1,566,479
-------------- -------------- -------------- --------------- ----------------
NET ASSETS $ 79,938,734 $ 263,607,827 $ 9,622,506 $ 64,852,103 $ 129,848,528
============== ============== ============== =============== ================
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 116,841,020 $ 238,116,622 $ 9,126,029 $ 56,229,840 $ 332,455,141
Undistributed net investment income
(Accumulated net investment loss) (330,304) 167,770 110,756 478,386 (409,299)
Accumulated net realized gain (loss) on
investments, foreign currencies, futures
and options (43,968,613) (43,199,585) 270,615 2,609,464 (222,374,138)
Net unrealized appreciation of investments
foreign currencies, futures and options 7,396,631 68,523,020 115,106 5,534,413 20,176,824
-------------- -------------- -------------- --------------- ----------------
NET ASSETS $ 79,938,734 $ 263,607,827 $ 9,622,506 $ 64,852,103 $ 129,848,528
============== ============== ============== =============== ================
- ----------
* Cost of investments in securities $ 72,406,516 $ 189,681,960 $ 9,247,610 $ 56,885,194 $ 105,050,608
** Cost of foreign currencies $ 411 $ -- $ 21,650 $ 25,936 $ 29,034
</Table>
See Accompanying Notes to Financial Statements
28
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of April 30, 2004 (Unaudited)
(continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING ING ING ING
PRECIOUS ING GLOBAL EQUITY GLOBAL WORLDWIDE
METALS RUSSIA EQUITY DIVIDEND REAL ESTATE GROWTH
FUND FUND FUND FUND FUND
-------------- -------------- --------------- --------------- ----------------
CLASS A:
Net assets $ 79,938,734 $ 263,607,827 $ 6,509,083 $ 56,746,378 $ 51,907,543
Shares authorized unlimited unlimited unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00 $ 0.00 $ 0.00
Shares outstanding 13,358,696 11,179,983 577,639 4,261,375 3,313,912
Net asset value and redemption price
per share $ 5.98 $ 23.58 $ 11.27 $ 13.32 $ 15.66
Maximum offering price per share (5.75%)(1) $ 6.34 $ 25.02 $ 11.96 $ 14.13 $ 16.62
CLASS B:
Net assets n/a n/a $ 1,748,111 $ 3,604,267 $ 32,875,320
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 155,595 304,363 1,919,137
Net asset value and redemption price
per share(2) n/a n/a $ 11.24 $ 11.84 $ 17.13
Maximum offering price per share n/a n/a $ 11.24 $ 11.84 $ 17.13
CLASS C:
Net assets n/a n/a $ 1,365,312 $ 4,501,458 $ 40,210,785
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 121,531 366,162 2,638,008
Net asset value and redemption price
per share(2) n/a n/a $ 11.23 $ 12.29 $ 15.24
Maximum offering price per share n/a n/a $ 11.23 $ 12.29 $ 15.24
CLASS Q:
Net assets n/a n/a n/a n/a $ 4,854,880
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 266,039
Net asset value and redemption price
per share n/a n/a n/a n/a $ 18.25
Maximum offering price per share n/a n/a n/a n/a $ 18.25
</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 for the six months ended April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING ING ING
EMERGING ING ING INTERNATIONAL INTERNATIONAL
COUNTRIES FOREIGN INTERNATIONAL SMALLCAP GROWTH VALUE
FUND FUND FUND FUND FUND
-------------- -------------- -------------- --------------- ----------------
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld* $ 1,199,914 $ 401,431 $ 1,145,387 $ 2,367,300 $ 49,037,632
Interest 244,949 4,031 120,164 222,783 3,945,531
Securities lending income 69 -- 165 18,250 9,052
Other -- -- 184 18 309,215
-------------- -------------- -------------- --------------- ----------------
Total investment income 1,444,932 405,462 1,265,900 2,608,351 53,301,430
-------------- -------------- -------------- --------------- ----------------
EXPENSES:
Investment management fees 748,778 239,241 525,175 1,786,738 17,866,785
Distribution and service fees:
Class A 130,702 30,408 68,069 286,293 2,788,010
Class B 87,209 28,221 70,400 325,072 2,286,759
Class C 52,577 84,056 80,655 260,583 3,405,755
Class M 5,159 -- -- -- --
Class Q 19,731 1,014 9,719 95,774 37,622
Transfer agent fees:
Class A 82,426 25,461 68,499 186,486 1,147,140
Class B 19,261 5,926 17,762 76,113 282,783
Class C 11,618 17,652 20,398 61,016 421,261
Class I -- 183 475 -- 12,788
Class M 1,516 -- -- -- --
Class Q 1,685 446 290 4,660 375
Administrative service fees 59,901 23,924 52,517 178,671 2,423,132
Shareholder reporting expense 41,380 7,730 24,024 96,278 689,530
Registration fees 45,328 15,801 27,558 44,902 51,106
Professional fees 7,140 7,783 5,260 16,744 145,785
Custody and accounting expense 193,114 67,701 54,842 181,214 681,834
Trustee fees 3,083 2,581 720 8,248 49,868
Offering expense -- 74,795 -- -- --
Miscellaneous expense 12,043 2,821 2,922 4,426 118,408
-------------- -------------- -------------- --------------- ----------------
Total expenses 1,522,651 635,744 1,029,285 3,613,218 32,408,941
Less:
Net waived and reimbursed (recouped) fees 93,411 140,918 -- (70,000) --
Brokerage commission recapture -- -- 566 -- --
-------------- -------------- -------------- --------------- ----------------
Net expenses 1,429,240 494,826 1,028,719 3,683,218 32,408,941
-------------- -------------- -------------- --------------- ----------------
Net investment income (loss) 15,692 (89,364) 237,181 (1,074,867) 20,892,489
-------------- -------------- -------------- --------------- ----------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS, FOREIGN CURRENCIES, AND
FUTURES:
Net realized gain (loss) on:
Investments 12,229,928 (218,056) 7,406,282 51,476,221 148,384,287
Foreign currencies and forward foreign
currency exchange contracts (91,004) (10,604) (113,397) (869,220) (448,726)
-------------- -------------- -------------- --------------- ----------------
Net realized gain on investments and
foreign currencies 12,138,924 (228,660) 7,292,885 50,607,001 147,935,561
-------------- -------------- -------------- --------------- ----------------
Net change in unrealized appreciation or
depreciation on:
Investments (net of estimated India
tax of $202,962, $0, $0, $0, $0) (5,066,372) 898,338 1,328,299 (14,826,016) 322,921,606
Foreign currencies and forward foreign
currency exchange contracts 40,942 (32,718) (5,692) (50,018) (290,134)
-------------- -------------- -------------- --------------- ----------------
Net change in unrealized appreciation or
depreciation on investments and foreign
currencies (5,025,430) 865,620 1,322,607 (14,876,034) 322,631,472
-------------- -------------- -------------- --------------- ----------------
Net realized and unrealized gain on
investments and foreign currencies 7,113,494 636,960 8,615,492 35,730,967 470,567,033
-------------- -------------- -------------- --------------- ----------------
INCREASE IN NET ASSETS RESULTING FROM
OPERATIONS $ 7,129,186 $ 547,596 $ 8,852,673 $ 34,656,100 $ 491,459,522
============== ============== ============== =============== ================
- ----------
*Foreign taxes $ 140,074 $ 47,574 $ 165,359 $ 275,832 $ 5,942,204
</Table>
See Accompanying Notes to Financial Statements
30
<Page>
STATEMENTS OF OPERATIONS for the six months ended April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING ING ING ING ING
PRECIOUS RUSSIA GLOBAL EQUITY GLOBAL WORLDWIDE
METALS FUND DIVIDEND REAL ESTATE GROWTH
FUND FUND FUND FUND FUND
-------------- -------------- -------------- --------------- ----------------
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld* $ 322,399 $ 2,635,370 $ 212,869 $ 1,137,239 $ 1,046,275
Interest 124,945 2,982 13,398 69,428 97,092
Securities lending income 322 206 -- 21 99
Other -- 1,613 -- -- --
-------------- -------------- -------------- --------------- ----------------
Total investment income 447,666 2,640,171 226,267 1,206,688 1,143,466
-------------- -------------- -------------- --------------- ----------------
EXPENSES:
Investment management fees 448,043 1,386,458 24,484 280,069 704,726
Distribution and service fees:
Class A 128,628 277,292 6,690 63,305 97,398
Class B -- -- 4,760 12,859 176,487
Class C -- -- 3,455 13,988 219,905
Class Q -- -- -- -- 7,513
Transfer agent fees:
Class A 72,476 156,816 5,352 38,412 71,849
Class B -- -- 952 1,930 45,521
Class C -- -- 691 2,101 56,778
Class I -- -- -- -- --
Class Q -- -- -- -- 1,741
Administrative service fees 51,451 110,915 3,498 28,007 70,472
Shareholder reporting expense 23,478 27,188 1,038 18,542 69,318
Registration fees 11,365 13,151 8,827 21,973 29,784
Professional fees 5,638 6,150 10,018 8,645 10,769
Custody and accounting expense 32,087 280,750 7,751 31,623 80,695
Trustee fees 2,357 2,426 350 772 6,476
Offering expense -- -- 75,617 -- --
Miscellaneous expense 2,447 3,762 373 1,493 1,965
-------------- -------------- -------------- --------------- ----------------
Total expenses 777,970 2,264,908 153,856 523,719 1,651,397
Less:
Net waived and reimbursed fees -- -- 99,973 13,339 98,053
Brokerage commission recapture -- -- -- -- 579
-------------- -------------- -------------- --------------- ----------------
Net expenses 777,970 2,264,908 53,883 510,380 1,552,765
-------------- -------------- -------------- --------------- ----------------
Net investment income (loss) (330,304) 375,263 172,384 696,308 (409,299)
-------------- -------------- -------------- --------------- ----------------
REALIZED AND UNREALIZED GAIN (LOSS) ON
INVESTMENTS, FOREIGN CURRENCIES AND
OPTIONS:
Net realized gain (loss) on:
Investments 13,474,877 7,931,703 283,980 3,338,288 13,804,877
Foreign currencies and forward foreign
currency exchange contracts (54,584) (3,198) (13,964) 23,124 (39,040)
Options -- -- -- -- (40,651)
-------------- -------------- -------------- --------------- ----------------
Net realized gain (loss) on investments,
foreign currencies and options 13,420,293 7,928,505 270,016 3,361,412 13,725,186
-------------- -------------- -------------- --------------- ----------------
Net change in unrealized appreciation or
depreciation on:
Investments (25,933,695) 23,457,698 (62,664) (313,022) (4,597,220)
Foreign currencies and forward foreign
currency exchange contracts (6,830) -- (770) (7,687) (3,489)
-------------- -------------- -------------- --------------- ----------------
Net change in unrealized appreciation or
depreciation on investments, foreign
currencies and options (25,940,525) 23,457,698 (63,434) (320,709) (4,600,709)
-------------- -------------- -------------- --------------- ----------------
Net realized and unrealized gain (loss) on
investments, foreign currencies and
options (12,520,232) 31,386,203 206,582 3,040,703 9,124,477
-------------- -------------- -------------- --------------- ----------------
INCREASE (DECREASE) IN NET ASSETS RESULTING
FROM OPERATIONS $ (12,850,536) $ 31,761,466 $ 378,966 $ 3,737,011 $ 8,715,178
============== ============== ============== =============== ================
- ----------
* Foreign taxes $ 30,155 $ 514,749 $ 13,572 $ 45,501 $ 125,954
</Table>
See Accompanying Notes to Financial Statements
31
<Page>
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING EMERGING COUNTRIES FUND ING FOREIGN FUND
--------------------------------- ---------------------------------
SIX MONTHS YEAR ENDED SIX MONTHS PERIOD ENDED
ENDED APRIL 30, OCTOBER 31, ENDED APRIL 30, OCTOBER 31,
2004 2003 2004 2003(1)
--------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss) $ 15,692 $ 163,617 $ (89,364) $ (28,210)
Net realized gain (loss) on investments and
foreign currencies 12,138,924 7,300,407 (228,660) 42,396
Net change in unrealized appreciation or
depreciation of investments and foreign
currencies (5,025,430) 30,374,658 865,620 474,084
--------------- --------------- --------------- ---------------
Net increase in net assets resulting from
operations 7,129,186 37,838,682 547,596 488,270
--------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A (341,859) -- (117,623) --
Class B -- -- (25,214) --
Class C -- -- (89,093) --
Class I -- -- (3,356) --
Class M (2,321) -- -- --
Class Q (96,899) -- (5,001) --
Net realized gains:
Class A -- -- (33,310) --
Class B -- -- (7,332) --
Class C -- -- (26,225) --
Class I -- -- (920) --
Class Q -- -- (1,471) --
--------------- --------------- --------------- ---------------
Total distributions (441,079) -- (309,545) --
--------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 49,406,514 388,617,983 69,574,785 15,069,369
Dividends reinvested 387,844 -- 195,834 --
--------------- --------------- --------------- ---------------
49,794,358 388,617,983 69,770,619 15,069,369
Cost of shares redeemed (63,085,437) (417,627,995) (3,355,249) (1,404,985)
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets resulting
from capital share transactions (13,291,079) (29,010,012) 66,415,370 13,664,384
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets (6,602,972) 8,828,670 66,653,421 14,152,654
--------------- --------------- --------------- ---------------
NET ASSETS:
Beginning of period 117,816,829 108,988,159 14,152,654 --
--------------- --------------- --------------- ---------------
End of period $ 111,213,857 $ 117,816,829 $ 80,806,075 $ 14,152,654
=============== =============== =============== ===============
Undistributed net investment income (accumulated
net investment loss) at end of period $ 10,615 $ 436,002 $ (284,539) $ 45,112
=============== =============== =============== ===============
</Table>
- ----------
(1) Fund commenced operations on July 1, 2003.
See Accompanying Notes to Financial Statements
32
<Page>
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING INTERNATIONAL
ING INTERNATIONAL FUND SMALLCAP GROWTH FUND
--------------------------------- ---------------------------------
SIX MONTHS YEAR ENDED SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31, ENDED APRIL 30, OCTOBER 31,
2004 2003 2004 2003
--------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss) $ 237,181 $ 438,743 $ (1,074,867) $ (429,026)
Net realized gain (loss) on investments and
foreign currencies 7,292,885 (2,025,797) 50,607,001 689,769
Net change in unrealized appreciation or
depreciation of investments and foreign currencies 1,322,607 17,051,753 (14,876,034) 102,597,770
--------------- --------------- --------------- ---------------
Net increase in net assets resulting from
operations 8,852,673 15,464,699 34,656,100 102,858,513
--------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A (65,485) (168,249) (28,389) --
Class C -- (1,612) -- --
Class I (43,979) (50,182) -- --
Class Q (38,000) (45,138) (35,174) --
--------------- --------------- --------------- ---------------
Total distributions (147,464) (265,181) (63,563) --
--------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 34,112,408 167,030,077 64,920,360 793,290,634
Dividends reinvested 123,195 197,605 53,883 --
Redemption fee proceeds 3,069 306,800 -- --
--------------- --------------- --------------- ---------------
34,238,672 167,534,482 64,974,243 793,290,634
Cost of shares redeemed (33,212,309) (164,862,362) (92,122,078) (847,606,966)
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets resulting
from capital share transactions 1,026,363 2,672,120 (27,147,835) (54,316,332)
--------------- --------------- --------------- ---------------
Net increase in net assets 9,731,572 17,871,638 7,444,702 48,542,181
--------------- --------------- --------------- ---------------
NET ASSETS:
Beginning of period 97,148,773 79,277,135 341,514,791 292,972,610
--------------- --------------- --------------- ---------------
End of period $ 106,880,345 $ 97,148,773 $ 348,959,493 $ 341,514,791
=============== =============== =============== ===============
Undistributed net investment income (accumulated
net investment loss) at end of period $ 232,239 $ 142,522 $ (1,080,002) $ 58,428
=============== =============== =============== ===============
</Table>
See Accompanying Notes to Financial Statements
33
<Page>
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING INTERNATIONAL VALUE FUND ING PRECIOUS METALS FUND
--------------------------------- ---------------------------------
SIX MONTHS YEAR ENDED SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31, ENDED APRIL 30, OCTOBER 31,
2004 2003 2004 2003
--------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss) $ 20,892,489 $ 13,420,978 $ (330,304) $ (299,789)
Net realized gain (loss) on investments and
foreign currencies 147,935,561 (98,691,670) 13,420,293 25,078,916
Net change in unrealized appreciation or
depreciation of investments and foreign
currencies 322,631,472 925,896,407 (25,940,525) 14,618,885
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets resulting
from operations 491,459,522 840,625,715 (12,850,536) 39,398,012
--------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A (10,229,044) (6,749,895) -- --
Class I (4,813,131) (3,415,778) -- --
Class Q (221,805) (275,730) -- --
Net realized gains:
Class A -- (26,207,763) -- --
Class B -- (7,376,884) -- --
Class C -- (11,254,215) -- --
Class I -- (7,198,805) -- --
Class Q -- (571,558) -- --
--------------- --------------- --------------- ---------------
Total distributions (15,263,980) (63,050,628) -- --
--------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 343,244,025 381,124,093 11,104,807 23,459,610
Dividends reinvested 11,830,764 47,901,712 -- --
--------------- --------------- --------------- ---------------
355,074,789 429,025,805 11,104,807 23,459,610
Cost of shares redeemed (367,552,391) (712,137,091) (20,011,779) (33,507,092)
--------------- --------------- --------------- ---------------
Net decrease in net assets resulting from capital
share transactions (12,477,602) (283,111,286) (8,906,972) (10,047,482)
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets 463,717,940 494,463,801 (21,757,508) 29,350,530
--------------- --------------- --------------- ---------------
NET ASSETS:
Beginning of period 3,202,664,530 2,708,200,729 101,696,242 72,345,712
--------------- --------------- --------------- ---------------
End of period $ 3,666,382,470 $ 3,202,664,530 $ 79,938,734 $ 101,696,242
=============== =============== =============== ===============
Undistributed net investment income (accumulated
netinvestment loss) at end of period $ 20,881,952 $ 15,253,443 $ (330,304) $ --
=============== =============== =============== ===============
</Table>
See Accompanying Notes to Financial Statements
34
<Page>
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING RUSSIA FUND FUND ING GLOBAL EQUITY DIVIDEND FUND
--------------------------------- ---------------------------------
SIX MONTHS YEAR ENDED SIX MONTHS PERIOD ENDED
ENDED APRIL 30, OCTOBER 31, ENDED APRIL 30, OCTOBER 31,
2004 2003 2004 2003(1)
--------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss) $ 375,263 $ (18,179) $ 172,384 $ 9,430
Net realized gain on investments and foreign
currencies 7,928,505 11,556,777 270,016 9,296
Net change in unrealized appreciation or
depreciation of investments and foreign
currencies 23,457,698 38,398,668 (63,434) 178,540
--------------- --------------- --------------- ---------------
Net increase in net assets resulting from
operations 31,761,466 49,937,266 378,966 197,266
--------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A (207,493) (830,443) (95,534) --
Class B -- -- (2,968) --
Class C -- -- (666) --
--------------- --------------- --------------- ---------------
Total distributions (207,493) (830,443) (99,168) --
--------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 105,751,936 84,437,970 5,258,488 4,106,992
Dividends reinvested 153,665 659,656 6,070 --
Redemption fee proceeds 376,827 326,534 -- --
--------------- --------------- --------------- ---------------
106,282,428 85,424,160 5,264,558 4,106,992
Cost of shares redeemed (35,829,222) (58,588,061) (226,108) --
--------------- --------------- --------------- ---------------
Net increase in net assets resulting from capital
share transactions 70,453,206 26,836,099 5,038,450 4,106,992
--------------- --------------- --------------- ---------------
Net increase in net assets 102,007,179 75,942,922 5,318,248 4,304,258
--------------- --------------- --------------- ---------------
NET ASSETS:
Beginning of period 161,600,648 85,657,726 4,304,258 --
--------------- --------------- --------------- ---------------
End of period $ 263,607,827 $ 161,600,648 $ 9,622,506 $ 4,304,258
=============== =============== =============== ===============
Undistributed net investment income at end of
period $ 167,770 $ -- $ 110,756 $ 37,540
=============== =============== =============== ===============
</Table>
- ----------
(1) Fund commenced operations on September 17, 2003.
See Accompanying Notes to Financial Statements
35
<Page>
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING GLOBAL REAL ESTATE FUND ING WORLDWIDE GROWTH FUND
--------------------------------- ---------------------------------
SIX MONTHS YEAR ENDED SIX MONTHS YEAR ENDED
ENDED APRIL 30, APRIL 30, ENDED APRIL 30, APRIL 30,
2004 2003 2004 2003
--------------- --------------- --------------- ---------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss) $ 696,308 $ 1,674,859 $ (409,299) $ (1,406,259)
Net realized gain (loss) on investments, foreign
currencies and options 3,361,412 2,255,297 13,725,186 (640,594)
Net change in unrealized appreciation or
depreciation of investments, foreign currencies
and options (320,709) 5,899,370 (4,600,709) 27,582,974
--------------- --------------- --------------- ---------------
Net increase in net assets resulting from
operations 3,737,011 9,829,526 8,715,178 25,896,121
--------------- --------------- --------------- ---------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A (842,288) (1,402,599) -- --
Class B (41,996) (40,533) -- --
Class C (45,004) (74,301) -- --
Class Q -- (1) -- --
Net realized gains:
Class A (2,440,017) (382,139) -- --
Class B (103,980) (11,315) -- --
Class C (110,735) (30,471) -- --
--------------- --------------- --------------- ---------------
Total distributions (3,584,020) (1,941,359) -- --
--------------- --------------- --------------- ---------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 23,487,057 11,101,275 8,705,033 297,182,498
Dividends reinvested 2,851,603 1,432,608 -- --
--------------- --------------- --------------- ---------------
26,338,660 12,533,883 8,705,033 297,182,498
Cost of shares redeemed (6,426,366) (4,071,657) (31,837,284) (346,955,366)
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets resulting from
capital share transactions 19,912,294 8,462,226 (23,132,251) (49,772,868)
--------------- --------------- --------------- ---------------
Net increase (decrease) in net assets 20,065,285 16,350,393 (14,417,073) (23,876,747)
--------------- --------------- --------------- ---------------
NET ASSETS:
Beginning of period 44,786,818 28,436,425 144,265,601 168,142,348
--------------- --------------- --------------- ---------------
End of period $ 64,852,103 $ 44,786,818 $ 129,848,528 $ 144,265,601
=============== =============== =============== ===============
Undistributed net investment income (accumulated net
investment loss) at end of period $ 478,386 $ 711,366 $ (409,299) $ --
=============== =============== =============== ===============
</Table>
See Accompanying Notes to Financial Statements
36
<Page>
ING EMERGING COUNTRIES FUND (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
---------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1)(2) 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 17.32 12.44 11.87 16.33 20.17 16.74
Income (loss) from investment operations:
Net investment income (loss) $ 0.02 0.03 (0.10) (0.02) (0.24) (0.20)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 1.02 4.85 0.67 (4.44) (3.60) 3.63
Total from investment operations $ 1.04 4.88 0.57 (4.46) (3.84) 3.43
Less distributions from:
Net investment income (loss) $ 0.09 -- (0.00)* -- -- --
Total distributions $ 0.09 -- -- -- -- --
Net asset value, end of period $ 18.27 17.32 12.44 11.87 16.33 20.17
TOTAL RETURN(3) % 6.02 39.23 4.80 (27.31) (19.04) 20.49
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 69,871 71,953 62,063 67,247 59,541 75,311
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(4)(5) % 2.26 2.27 2.32 2.32 2.23 2.19
Gross expenses prior to expense
reimbursement/recoupment(4) % 2.42 2.37 2.26 2.33 2.38 2.34
Net investment income (loss) after expense
reimbursement/recoupment(4)(5) % 0.14 0.22 (0.56) (0.16) (1.31) (1.15)
Portfolio turnover rate % 42 135 124 74 94 211
<Caption>
CLASS B
---------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1)(2) 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 17.15 12.39 11.85 16.41 20.30 16.98
Income (loss) from investment operations:
Net investment income (loss) $ (0.04) (0.06) (0.16) (0.11) (0.23) (0.35)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 1.00 4.82 0.70 (4.45) (3.66) 3.67
Total from investment operations $ 0.96 4.76 0.54 (4.56) (3.89) 3.32
Net asset value, end of period $ 18.11 17.15 12.39 11.85 16.41 20.30
TOTAL RETURN(3) % 5.60 38.42 4.56 (27.79) (19.16) 19.55
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 16,201 16,425 15,150 14,637 22,707 30,322
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(4)(5) % 2.91 2.92 2.97 2.99 2.98 2.84
Gross expenses prior to expense
reimbursement/recoupment(4) % 3.07 3.02 2.91 3.00 3.12 2.99
Net investment loss after expense
reimbursement/recoupment(4)(5) % (0.49) (0.40) (1.23) (0.72) (1.01) (1.80)
Portfolio turnover rate % 42 135 124 74 94 211
- ---------------------------------------------------------------------------------------------------------------------------
</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) 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 represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
37
<Page>
ING EMERGING COUNTRIES FUND (UNAUDITED) (CONTINUED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
---------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1)(2) 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 16.32 11.79 11.41 15.81 19.56 16.35
Income (loss) from investment operations:
Net investment loss $ (0.04) (0.06) (0.25) (0.12) (0.22) (0.32)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 0.95 4.59 0.63 (4.28) (3.53) 3.53
Total from investment operations $ 0.91 4.53 0.38 (4.40) (3.75) 3.21
Net asset value, end of period $ 17.23 16.32 11.79 11.41 15.81 19.56
TOTAL RETURN(3) % 5.58 38.42 3.33 (27.83) (19.17) 19.63
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 10,467 10,033 9,519 12,746 22,456 29,610
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(4)(5) % 2.91 2.92 2.97 2.99 2.98 2.84
Gross expenses prior to expense
reimbursement/recoupment(4) % 3.07 3.02 2.91 3.00 3.09 2.99
Net investment loss after expense
reimbursement/recoupment(4)(5) % (0.48) (0.40) (1.20) (0.73) (0.95) (1.80)
Portfolio turnover rate % 42 135 124 74 94 211
<Caption>
CLASS M
------------------------------------
SIX MONTHS YEAR AUGUST 5,
ENDED ENDED 2002(6) TO
APRIL 30, OCTOBER 31, OCT. 31,
2004 2003 2002
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 17.12 12.35 12.39
Income (loss) from investment operations:
Net investment income (loss) $ (0.02) (0.02) (0.03)
Net realized and unrealized gain (loss)
on investments (net of Indian tax) $ 1.00 4.79 (0.01)
Total from investment operations $ 0.98 4.77 (0.04)
Less distributions from:
Net investment income $ 0.03 -- --
Total distributions $ 0.03 -- --
Net asset value, end of period $ 18.07 17.12 12.35
TOTAL RETURN(3) % 5.75 38.62 (0.32)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 1,229 1,237 1,125
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(4)(5) % 2.66 2.67 2.73
Gross expenses prior to expense
reimbursement/recoupment(4) % 2.82 2.77 2.73
Net investment loss after expense
reimbursement/recoupment(4)(5) % (0.24) (0.14) (1.32)
Portfolio turnover rate % 42 135 124
</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) 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.
(6) Commencment of offering of shares.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
38
<Page>
ING FOREIGN FUND (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A CLASS B CLASS C
------------------------- ------------------------- -------------------------
SIX MONTHS JULY 1, SIX MONTHS JULY 8, SIX MONTHS JULY 7,
ENDED 2003(1) TO ENDED 2003(1) TO ENDED 2003(3) TO
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 11.01 10.00 10.99 10.29 11.01 10.27
Income (loss) from investment operations:
Net investment loss $ (0.00)** (0.00)* (0.05)** (0.01) (0.05)** (0.01)
Net realized and unrealized gain
on investments $ 0.85 1.01 0.85 0.72 0.85 0.75
Total from investment operations $ 0.85 1.01 0.80 0.70 0.80 0.74
Less distributions from:
Net investment income $ 0.14 -- 0.13 -- 0.13 --
Net realized gain on investments $ 0.04 -- 0.04 -- 0.04 --
Total distributions $ 0.18 -- 0.17 -- 0.17 --
Net asset value, end of period $ 11.68 11.01 11.62 10.99 11.64 11.01
TOTAL RETURN(2) % 6.87 10.10 7.50 6.80 7.38 7.21
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 42,445 6,598 9,253 1,344 27,699 5,601
Ratios to average net assets:
Net expenses after expense
reimbursement(3)(4) % 1.71 1.95 2.46 2.70 2.46 2.70
Gross expenses prior to expense
reimbursement(3) % 2.30 6.03 3.05 6.78 3.05 6.78
Net investment loss after
expense reimbursement(3)(4) % (0.00) (0.32) (0.80) (1.03) (0.78) (1.03)
Portfolio turnover rate % 100 50 100 50 100 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.
** Per share data calculated using average number of shares outstanding
throughout the period.
See Accompanying Notes to Financial Statements
39
<Page>
ING INTERNATIONAL FUND (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
-----------------------------------------------------------------------------
SIX MONTHS TEN MONTHS
ENDED YEAR ENDED OCTOBER 31, ENDED YEAR ENDED
APRIL 30, ------------------------------------ OCTOBER 31, DECEMBER 31,
2004 2003 2002 2001 2000(1)(2) 1999
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 8.48 7.05 8.09 11.22 13.45 11.61
Income (loss) from investment operations:
Net investment income (loss) $ 0.03 0.04 (0.02) (0.05) 0.19 (0.01)
Net realized and unrealized gain (loss)
on investments $ 0.78 1.37 (1.04) (2.14) (1.48) 5.46
Total from investment operations $ 0.81 1.41 (1.06) (2.19) (1.29) 5.45
Less distributions from:
Net investment income $ 0.01 0.03 -- -- 0.86 0.03
Net realized gain on investments $ -- -- -- 0.94 0.08 3.58
Total distributions $ 0.01 0.03 -- 0.94 0.94 3.61
Redemption fees applied to capital $ 0.00* 0.05 0.02 -- -- --
Net asset value, end of period $ 9.28 8.48 7.05 8.09 11.22 13.45
TOTAL RETURN(3) % 9.59 20.72 (12.86) (21.38) (10.22) 47.85
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 55,906 43,821 43,314 37,489 30,653 25,304
Ratios to average net assets:
Net expenses after expense reimbursement
and brokerage commission recapture(4)(5) % 1.82 1.85 2.14 2.51 2.23 1.98
Gross expenses prior to expense
reimbursement and brokerage
commission recapture(4) % 1.82 1.87 2.18 2.51 2.23 1.98
Net investment income (loss) after expense
reimbursement and brokerage
commission recapture(4)(5) % 0.63 0.64 (0.32) (0.74) (0.23) (0.21)
Portfolio turnover rate % 44 100 126 169 113 144
<Caption>
CLASS B
---------------------------------------------------------------
SIX MONTHS AUGUST 22,
ENDED YEAR ENDED OCTOBER 31, 2000(6) TO
APRIL 30, ------------------------------------ OCTOBER 31,
2004 2003 2002 2001 2000(1)
- ----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 8.22 6.91 8.03 11.19 12.28
Income (loss) from investment operations:
Net investment loss $ (0.01) (0.00)* (0.02) (0.62) (0.05)
Net realized and unrealized gain (loss)
on investments $ 0.76 1.31 (1.10) (1.60) (1.04)
Total from investment operations $ 0.75 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 $ 8.97 8.22 6.91 8.03 11.19
TOTAL RETURN(3) % 9.12 18.96 (13.95) (21.74) (8.88)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 14,666 12,466 10,246 1,961 80
Ratios to average net assets:
Net expenses after expense reimbursement and
brokerage commission recapture(4)(5) % 2.57 2.60 2.76 3.32 2.76
Gross expenses prior to expense reimbursement and
brokerage commission recapture(4) % 2.57 2.62 2.83 3.32 2.76
Net investment loss after expense
reimbursement and brokerage commission recapture(4)(5) % (0.17) (0.05) (1.10) (1.40) (7.02)
Portfolio turnover rate % 44 100 126 169 113
- ----------------------------------------------------------------------------------------------------------------------------
</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 (UNAUDITED) (CONTINUED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
----------------------------------------------------------------
SIX MONTHS SEPTEMBER 15,
ENDED YEAR ENDED OCTOBER 31, 2000(1) TO
APRIL 30, ------------------------------------ OCTOBER 31,
2004 2003 2002 2001 2000(2)
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 8.22 6.91 8.02 11.21 11.67
Income (loss) from investment operations:
Net investment loss $ (0.01) (0.00)* (0.02) (0.62) (0.04)
Net realized and unrealized gain (loss) on
investments $ 0.76 1.31 (1.09) (1.63) (0.42)
Total from investment operations $ 0.75 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 $ 8.97 8.22 6.91 8.02 11.21
TOTAL RETURN(3) % 9.12 18.97 (13.84) (21.98) (3.94)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 16,132 14,526 12,384 1,514 85
Ratios to average net assets:
Net expenses after expense reimbursement and
brokerage commission recapture(4)(5) % 2.57 2.60 2.76 3.31 2.96
Gross expenses prior to expense
reimbursement and brokerage commission
recapture(4) % 2.57 2.62 2.84 3.31 2.96
Net investment loss after expense
reimbursement and brokerage commission
recapture(4)(5) % (0.21) (0.05) (1.18) (1.46) (3.97)
Portfolio turnover rate % 44 100 126 169 113
- -----------------------------------------------------------------------------------------------------------------------------
</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 (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
-----------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1) 2000
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 25.37 18.35 21.85 36.08 40.94 23.80
Income (loss) from investment operations:
Net investment income (loss) $ (0.06) 0.01 (0.07) (0.11) (0.10) (0.18)
Net realized and unrealized gain (loss)
on investments $ 2.68 7.01 (3.43) (11.39) (4.76) 19.38
Total from investment operations $ 2.62 7.02 (3.50) (11.50) (4.86) 19.20
Less distributions from:
Net investment income $ -- -- -- 0.24 -- --
Net realized gain on investments $ -- -- -- 2.49 -- 2.06
Total distributions $ -- -- -- 2.73 -- 2.06
Net asset value, end of period $ 27.99 25.37 18.35 21.85 36.08 40.94
TOTAL RETURN(2) % 10.35 38.26 (16.02) (34.30) (11.90) 82.89
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 164,355 150,043 123,206 153,804 273,393 278,480
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(3)(4) % 1.91 1.95 1.95 1.83 1.67 1.67
Gross expenses prior to expense
reimbursement/recoupment(3) % 1.87 1.94 1.99 1.83 1.67 1.67
Net investment income (loss) after expense
reimbursement/recoupment(3)(4) % (0.44) 0.00 (0.32) (0.33) (0.80) (0.76)
Portfolio turnover rate % 59 114 149 143 56 164
<Caption>
CLASS B
-----------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1) 2000
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 26.43 19.25 23.06 38.05 43.27 25.33
Income (loss) from investment operations:
Net investment loss $ (0.17) (0.24) (0.32) (0.32) (0.20) (0.37)
Net realized and unrealized gain (loss)
on investments $ 2.81 7.42 (3.49) (11.98) (5.02) 20.50
Total from investment operations $ 2.64 7.18 (3.81) (12.30) (5.22) 20.13
Less distributions from:
Net investment income $ -- -- -- 0.07 -- --
Net realized gain on investments $ -- -- -- 2.62 -- 2.19
Total distributions $ -- -- -- 2.69 -- 2.19
Net asset value, end of period $ 29.07 26.43 19.25 23.06 38.05 43.27
TOTAL RETURN(2) % 9.99 37.30 (16.52) (34.59) (12.05) 81.63
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 63,688 62,104 52,661 74,541 126,861 132,028
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(3)(4) % 2.56 2.60 2.60 2.48 2.32 2.32
Gross expenses prior to expense
reimbursement/recoupment(3) % 2.52 2.59 2.63 2.48 2.32 2.32
Net investment loss after expense
reimbursement/recoupment(3)(4) % (1.11) (0.68) (0.98) (0.98) (1.46) (1.41)
Portfolio turnover rate % 59 114 149 143 56 164
- -----------------------------------------------------------------------------------------------------------------------------
</Table>
(1) The Fund changed its fiscal year-end from June 30 to October 31.
(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 that 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
42
<Page>
ING INTERNATIONAL SMALLCAP GROWTH FUND (UNAUDITED)
(CONTINUED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
---------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1) 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 24.23 17.65 21.14 34.93 39.71 23.34
Income (loss) from investment operations:
Net investment loss $ (0.15) (0.29) (0.32) (0.38) (0.18) (0.31)
Net realized and unrealized gain (loss)
on investments $ 2.57 6.87 (3.17) (10.91) (4.60) 18.69
Total from investment operations $ 2.42 6.58 (3.49) (11.29) (4.78) 18.38
Less distributions from:
Net investment income $ -- -- -- 0.09 -- --
Net realized gain on investments $ -- -- -- 2.41 -- 2.01
Total distributions $ -- -- -- 2.50 -- 2.01
Net asset value, end of period $ 26.65 24.23 17.65 21.14 34.93 39.71
TOTAL RETURN(2) % 9.99 37.28 (16.51) (34.62) (12.04) 80.89
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 50,549 50,227 46,703 69,320 136,830 144,068
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment(3)(4) % 2.56 2.60 2.60 2.48 2.32 2.32
Gross expenses prior to expense
reimbursement/recoupment(3) % 2.52 2.59 2.63 2.48 2.32 2.32
Net investment loss after expense
reimbursement/recoupment(3)(4) % (1.12) (0.68) (0.99) (0.98) (1.46) (1.41)
Portfolio turnover rate % 59 114 149 143 56 164
- ---------------------------------------------------------------------------------------------------------------------------
</Table>
(1) The Fund changed its fiscal year-end from June 30 to October 31.
(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 that 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
43
<Page>
ING INTERNATIONAL VALUE FUND (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
--------------------------------------------------------------
SIX MONTHS
ENDED YEAR ENDED OCTOBER 31,
APRIL 30, -------------------------------------------------
2004 2003 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.71 10.40 12.33 16.68 14.75
Income (loss) from investment operations:
Net investment income $ 0.10 0.08 0.06 0.11 0.15
Net realized and unrealized gain (loss)
on investments $ 2.02 3.48 (1.64) (2.44) 2.58
Total from investment operations $ 2.12 3.56 (1.58) (2.33) 2.73
Less distributions from:
Net investment income $ 0.09 0.05 0.09 0.14 0.11
Net realized gain on investments $ -- 0.20 0.26 1.88 0.69
Total distributions $ 0.09 0.25 0.35 2.02 0.80
Net asset value, end of period $ 15.74 13.71 10.40 12.33 16.68
TOTAL RETURN(1) % 15.52 35.11 (13.31) (15.89) 18.56
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 1,942,569 1,641,943 1,356,334 1,195,760 920,591
Ratios to average net assets:
Expenses(2) % 1.65 1.74 1.76 1.67 1.64
Net investment income(2) % 1.34 0.66 0.58 0.88 1.14
Portfolio turnover rate % 17 9 20 15 34
<Caption>
CLASS B
--------------------------------------------------------------
SIX MONTHS
ENDED YEAR ENDED OCTOBER 31,
APRIL 30, -------------------------------------------------
2004 2003 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.45 10.23 12.13 16.43 14.57
Income (loss) from investment operations:
Net investment income (loss) $ 0.05 (0.00)* (0.02) 0.02 0.07
Net realized and unrealized gain (loss)
on investments $ 1.99 3.42 (1.62) (2.41) 2.51
Total from investment operations $ 2.04 3.42 (1.64) (2.39) 2.58
Less distributions from:
Net investment income $ -- -- 0.00* 0.03 0.03
Net realized gain on investments $ -- 0.20 0.26 1.88 0.69
Total distributions $ -- 0.20 0.26 1.91 0.72
Net asset value, end of period $ 15.49 13.45 10.23 12.13 16.43
TOTAL RETURN(1) % 15.17 34.11 (13.90) (16.48) 17.69
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 455,495 420,651 375,967 421,884 437,765
Ratios to average net assets:
Expenses(2) % 2.35 2.44 2.45 2.37 2.34
Net investment income (loss)(2) % 0.59 (0.04) (0.13) 0.16 0.45
Portfolio turnover rate % 17 9 20 15 34
- ---------------------------------------------------------------------------------------------------------------------------
</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. Total return for less than one year is not annualized.
(2) Annualized for periods less than one year.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
44
<Page>
ING INTERNATIONAL VALUE FUND (UNAUDITED) (CONTINUED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS C
--------------------------------------------------------------
SIX MONTHS
ENDED YEAR ENDED OCTOBER 31,
APRIL 30, -------------------------------------------------
2004 2003 2002 2001 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.42 10.21 12.10 16.41 14.55
Income (loss) from investment operations:
Net investment income (loss) $ 0.05 (0.00)* (0.02) 0.02 0.07
Net realized and unrealized gain (loss)
on investments $ 1.98 3.41 (1.61) (2.41) 2.52
Total from investment operations $ 2.03 3.41 (1.63) (2.39) 2.59
Less distributions from:
Net investment income $ -- -- 0.00* 0.04 0.04
Net realized gain on investments $ -- 0.20 0.26 1.88 0.69
Total distributions $ -- 0.20 0.26 1.92 0.73
Net asset value, end of period $ 15.45 13.42 10.21 12.10 16.41
TOTAL RETURN(1) % 15.13 34.08 (13.85) (16.52) 17.76
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 673,722 628,704 573,712 603,229 605,678
Ratios to average net assets:
Expenses(2) % 2.35 2.44 2.46 2.37 2.34
Net investment income (loss)(2) % 0.59 (0.04) (0.13) 0.16 0.46
Portfolio turnover rate % 17 9 20 15 34
- ---------------------------------------------------------------------------------------------------------------------------
</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. Total return for less than one year is not annualized.
(2) Annualized for periods less than one year.
* Amount represents less than $0.01 per share.
See Accompanying Notes to Financial Statements
45
<Page>
ING PRECIOUS METALS FUND (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
----------------------------------------------------------------------------
TEN
SIX MONTHS MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, DECEMBER 31,
2004 2003 2002 2001 2000(1)(2) 1999
- ----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 6.94 4.40 3.05 2.27 3.29 3.03
Income (loss) from investment operations:
Net investment income (loss) $ (0.02) (0.02) (0.01) 0.02 0.01 (0.01)
Net realized and unrealized gain (loss)
on investments $ (0.94) 2.56 1.38 0.76 (1.03) 0.27
Total from investment operations $ (0.96) 2.54 1.37 0.78 (1.02) 0.26
Less distributions from:
Net investment income $ -- -- 0.02 0.00* -- --
Total distributions $ -- -- 0.02 0.00* -- --
Net asset value, end of period $ 5.98 6.94 4.40 3.05 2.27 3.29
TOTAL RETURN(3) % (13.83) 57.73 45.01 34.56 (30.98) 8.58
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 79,939 101,696 72,346 60,563 40,130 72,516
Ratios to average net assets:
Expenses(4) % 1.51 1.57 1.73 1.96 2.18 1.94
Net investment income (loss)(4) % (0.64) (0.36) (0.33) 0.67 0.28 (0.02)
Portfolio turnover rate % 33 94 54 83 27 79
- ----------------------------------------------------------------------------------------------------------------------------
</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 (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
----------------------------------------------------------------------------
TEN
SIX MONTHS MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, DECEMBER 31,
2004 2003 2002 2001 2000(1)(2) 1999
- ----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 19.13 12.15 8.04 7.15 6.74 2.64
Income (loss) from investment operations:
Net investment income (loss) $ 0.04 (0.00)* 0.17 (0.04) (0.07) 0.18
Net realized and unrealized gain (loss)
on investments $ 4.47 7.06 3.92 0.93 0.48 3.99
Total from investment operations $ 4.51 7.06 4.09 0.89 0.41 4.17
Less distributions from:
Net investment income $ 0.02 0.12 -- -- -- 0.07
Total distributions $ 0.02 0.12 -- -- -- 0.07
Redemption fees applied to capital $ 0.04 0.04 0.02 -- -- --
Net asset value, end of period $ 23.58 19.13 12.15 8.04 7.15 6.74
TOTAL RETURN(3) % 23.40 58.98 51.12 12.45 6.08 159.76
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 263,608 161,601 85,658 49,019 53,637 59,011
Ratios to average net assets:
Net expenses after redemption fee proceeds
and expense reimbursement(4)(5) % 2.04 2.09 1.77 2.23 1.40 2.23
Gross expenses prior to redemption fee
proceeds and expense reimbursement(4) % 2.04 2.09 2.20 2.77 2.85 3.32
Net investment income (loss) after
redemption fee proceeds and expense
reimbursement(4)(5) % 0.34 (0.02) 1.33 (0.56) (0.90) 4.39
Portfolio turnover rate % 7 23 32 28 52 91
- ----------------------------------------------------------------------------------------------------------------------------
</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 (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A CLASS B CLASS C
------------------------- ------------------------ ------------------------
SIX MONTHS SEPTEMBER 17, SIX MONTHS OCTOBER 24, SIX MONTHS OCTOBER 29,
ENDED 2003(1) TO ENDED 2003(1) TO ENDED 2003(3) TO
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.49 10.00 10.49 10.31 10.48 10.44
Income from investment operations:
Net investment income $ 0.26 0.02 0.33 0.00* 0.34 0.00*
Net realized and unrealized gain
on investments $ 0.75 0.47 0.65 0.18 0.63 0.04
Total from investment operations $ 1.01 0.49 0.98 0.18 0.97 0.04
Less distributions from:
Net investment income $ 0.23 -- 0.23 -- 0.22 --
Total distributions $ 0.23 -- 0.23 -- 0.22 --
Net asset value, end of period $ 11.27 10.49 11.24 10.49 11.23 10.48
TOTAL RETURN(2) % 9.78 4.90 9.54 1.75 9.45 0.38
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 6.509 4,274 1,748 12 1,365 19
Ratios to average net assets:
Net expenses after expense
reimbursement(3)(4) % 1.40 1.40 2.15 2.15 2.15 2.15
Gross expenses prior to expense
reimbursement(3) % 4.21 7.00 4.96 7.75 4.96 7.75
Net investment income after expense
reimbursement(3)(4) % 4.70 3.58 5.39 (0.67) 5.89 (0.88)
Portfolio turnover rate % 33 3 33 3 33 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 (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A CLASS B
------------------------------------- -------------------------------------
SIX MONTHS YEAR NOVEMBER 5, SIX MONTHS YEAR MARCH 15,
ENDED ENDED 2001(1) TO ENDED ENDED 2002(1) TO
APRIL 30, OCTOBER 31, OCTOBER 31, APRIL 30, OCTOBER 31, OCTOBER 31,
2004 2003 2002 2004 2003 2002
- ----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.06 10.40 10.01 11.74 9.43 10.03
Income (loss) from investment operations:
Net investment income $ 0.13 0.57 0.45 0.03 0.48 0.16
Net realized and unrealized gain (loss)
on investments $ 1.12 2.79 0.31 1.03 2.47 (0.58)
Total from investment operations $ 1.25 3.36 0.76 1.06 2.95 (0.42)
Less distributions from:
Net investment income $ 0.23 0.54 0.37 0.20 0.48 0.18
Net realized gain on investments $ 0.76 0.16 -- 0.76 0.16 --
Total distributions $ 0.99 0.70 0.37 0.96 0.64 0.18
Net asset value, end of period $ 13.32 13.06 10.40 11.84 11.74 9.43
TOTAL RETURN(2) % 9.98 33.77 7.47 9.45 32.83 (4.29)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 56,746 41,549 25,440 3,604 1,506 677
Ratios to average net assets:
Net expenses after expense
reimbursement(3)(4) % 1.75 1.75 1.76 2.50 2.50 2.52
Gross expenses prior to and expense
reimbursement(3) % 1.79 1.95 2.46 2.54 2.70 3.19
Net investment income after proceeds
and expense reimbursement(3)(4) % 2.53 5.14 4.12 1.97 4.44 3.74
Portfolio turnover rate % 60 124 141 60 124 141
- ----------------------------------------------------------------------------------------------------------------------------
<Caption>
CLASS C
--------------------------------------
SIX MONTHS YEAR JANUARY 8,
ENDED ENDED 2002(1) TO
APRIL 30, OCTOBER 31, OCTOBER 31,
2004 2003 2002
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 12.14 9.70 9.99
Income (loss) from investment operations:
Net investment income $ 0.03 0.45 0.19
Net realized and unrealized gain (loss)
on investments $ 1.07 2.60 (0.31)
Total from investment operations $ 1.10 3.05 (0.12)
Less distributions from:
Net investment income $ 0.19 0.45 0.17
Net realized gain on investments $ 0.76 0.16 --
Total distributions $ 0.96 0.61 0.17
Net asset value, end of period $ 12.29 12.14 9.70
TOTAL RETURN(2) % 9.54 32.89 (1.24)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 4,501 1,732 2,320
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 2.50 2.50 2.52
Gross expenses prior to and expense
reimbursement(3) % 2.54 2.70 3.19
Net investment income after proceeds
and expense reimbursement(3)(4) % 2.04 4.60 3.51
Portfolio turnover rate % 60 124 141
- ---------------------------------------------------------------------------------------------------------------------------
</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 (UNAUDITED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period.
<Table>
<Caption>
CLASS A
---------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1)(2) 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 14.76 12.36 15.45 26.36 29.98 23.58
Income (loss) from investment operations:
Net investment loss $ (0.02)* (0.06) (0.12)** (0.11) (0.07) (0.15)
Net realized and unrealized gain (loss)
on investments $ 0.92 2.46 (2.97)** (9.73) (3.55) 9.62
Total from investment operations $ 0.90 2.40 (3.09) (9.84) (3.62) 9.47
Less distributions from:
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 $ 15.66 14.76 12.36 15.45 26.36 29.98
TOTAL RETURN(3) % 6.10 19.42 (20.00) (38.80) (12.07) 42.43
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 51,908 56,877 69,478 134,152 246,590 235,341
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment and brokerage commission
recapture(4)(5) % 1.85 1.85 1.86 1.85 1.61 1.67
Gross expenses prior to expense
reimbursement/recoupment and
brokerage commission recapture(4) % 1.98 1.93 1.96 1.95 1.61 1.67
Net investment loss after expense
reimbursement/recoupment and
brokerage commission recapture(4)(5) % (0.23) (0.35) (0.83) (0.65) (0.71) (0.79)
Portfolio turnover rate % 45 125 281 302 71 169
<Caption>
CLASS B
---------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ----------------------------------- OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1)(2) 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 16.19 13.65 17.19 29.52 33.66 26.64
Income (loss) from investment operations:
Net investment loss $ (0.08) (0.16) (0.25)** (0.31) (0.15) (0.28)
Net realized and unrealized gain (loss)
on investments $ 1.02 2.70 (3.29)** (10.82) (3.99) 10.76
Total from investment operations $ 0.94 2.54 (3.54) (11.13) (4.14) 10.48
Less distributions from:
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 $ 17.13 16.19 13.65 17.19 29.52 33.66
TOTAL RETURN(3) % 5.81 18.61 (20.59) (39.19) (12.27) 41.54
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 32,875 35,459 38,603 71,943 126,756 130,988
Ratios to average net assets:
Net expenses after expense reimbursement/
recoupment and brokerage commission
recapture(4)(5) % 2.50 2.50 2.51 2.51 2.26 2.32
Gross expenses prior to expense
reimbursement/recoupment and
brokerage commission recapture(4) % 2.63 2.58 2.61 2.61 2.26 2.32
Net investment loss after expense
reimbursement/recoupment and
brokerage commission recapture(4)(5) % (0.87) (1.00) (1.46) (1.31) (1.37) (1.44)
Portfolio turnover rate % 45 125 281 302 71 169
- ---------------------------------------------------------------------------------------------------------------------------
</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) 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.
** 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 (UNAUDITED) (CONTINUED) FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------
Selected data for a share of beneficial interest outstanding throughout each
period. CLASS C
<Table>
<Caption>
CLASS C
---------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED
APRIL 30, ------------------------------------ OCTOBER 31, JUNE 30,
2004 2003 2002 2001 2000(1)(2) 2000
- ---------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 14.41 12.14 15.29 26.26 29.92 23.69
Income (loss) from investment operations:
Net investment loss $ (0.07) (0.15) (0.22)* (0.40) (0.13) (0.33)
Net realized and unrealized gain (loss)
on investments $ 0.90 2.42 (2.93)* (9.50) (3.53) 9.65
Total from investment operations $ 0.83 2.27 (3.15) (9.90) (3.66) 9.32
Less distributions from:
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 $ 15.24 14.41 12.14 15.29 26.26 29.92
TOTAL RETURN(3) % 5.76 18.70 (20.60) (39.20) (12.23) 41.48
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 40,211 45,476 51,868 102,919 213,843 239,432
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment) and brokerage commission
recapture(4)(5) % 2.50 2.50 2.51 2.51 2.26 2.32
Gross expenses prior to expense
reimbursement/recoupment and
brokerage commission recapture(4) % 2.63 2.58 2.61 2.60 2.26 2.32
Net investment loss after expense
reimbursement/recoupment and
brokerage commission recapture(4)(5) % (0.88) (1.01) (1.46) (1.30) (1.37) (1.44)
Portfolio turnover rate % 45 125 281 302 71 169
- ---------------------------------------------------------------------------------------------------------------------------
</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) 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.
* 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 April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
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 statutory trust organized in 1993 with nine separate series
("Funds"): 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 (Funds). The one Fund
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 prices. 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 that time. 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 April 30, 2004 (Unaudited) (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 April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on
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. The Funds may make distributions on a more frequent
basis to comply with the distribution requirements of the Internal Revenue
Code. The characteristics of income and gains to be distributed are
determined in accordance with income tax regulations, which may differ from
accounting principles generally accepted in the United States of America for
investment companies.
F. FEDERAL INCOME TAXES. It is the policy of the Funds to comply with
subchapter M of the Internal Revenue Code and related excise tax provisions
applicable to regulated investment companies and to distribute substantially
all of their net investment income and any net realized capital gains to
their shareholders. Therefore, no federal income tax provision is required.
No capital gain distributions shall be made until any capital loss
carryforwards have been fully utilized or expired.
The Funds may utilize equalization accounting for tax purposes, where by a
portion of redemption payments are treated as distributions of income or
gain.
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.
54
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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. Each Fund may not invest more than 15%
of its net assets in illiquid securities. Illiquid securities are not
readily marketable. Disposing of illiquid investments may involve
time-consuming negotiation and legal expenses, and it may be difficult or
impossible for the Funds to sell them promptly at an acceptable price. Each
Fund may also invest in restricted securities which include those sold under
Rule 144A of the Securities Act of 1933 (1933 Act) or securities offered
pursuant to Section 4(2) of the 1933 Act, and/or are subject to legal or
contractual restrictions on resale and may not be publicly sold without
registration under the 1933 Act. Certain restricted securities may be
considered liquid pursuant to 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.
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 of Investments. Losses may
arise due to changes in the market value of the securities or from the
inability of counterparties to meet the terms of the contract. In connection
55
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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 six months ended April 30, 2004, the cost of purchases and proceeds from
the sales of securities, excluding short-term securities, were as follows:
<Table>
<Caption>
PURCHASES SALES
-------------- --------------
Emerging Countries $ 48,622,604 $ 61,094,338
Foreign 102,446,854 43,483,990
International 53,285,900 44,211,306
International Small Cap Growth 204,605,142 223,190,493
International Value 594,313,448 702,795,398
Precious Metals 31,800,938 40,010,304
Russia 83,267,102 14,835,188
Global Equity Dividend 7,187,443 2,216,971
Global Real Estate 48,781,637 32,709,541
Worldwide Growth 62,280,223 83,347,440
</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. The redemption fee is
recorded as an addition to paid-in capital. Total redemption fee proceeds for
the six months ended April 30, 2004 were $376,827 and are set forth in the
statement of changes in net assets. For the year ended October 31, 2003, the
redemption fee proceeds were $326,534 and are set forth in the statement of
changes in net assets.
International imposes 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 six months ended April 30, 2004 were
$3,069 and are set forth in the statements of changes in net assets. For the
year ended October 31, 2003, the redemption fee proceeds were $306,800 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; and 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 $1billion
</Table>
Julius Baer Investment Management Inc. ("JBIM"), a registered investment adviser
wholly owned by the Julius Baer Group, serves as Sub-Adviser to the Foreign Fund
pursuant to a Sub-Advisory Agreement between the Adviser and JBIM.
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 Sub-Advisory 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
Sub-Advisory 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
Sub-Advisory Agreement between the Adviser and Brandes.
ING Clarion Real Estate Securities ("ING Clarion") a registered investment
advisor, serves as a Sub-Adviser to the Global Real Estate Fund pursuant to a
Sub-Advisory Agreement between the Adviser and ING Clarion.
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 Sub-Advisory 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.
56
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 5 -- INVESTMENT MANAGEMENT AND ADMINISTRATIVE FEES (CONTINUED)
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 six months ended April 30, 2004
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 six months ended April 30, 2004, 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 $ 566,653 n/a n/a $ 848
Contingent Deferred Sales Charges $ 65,273 $ 0 $ 7,191 n/a
</Table>
NOTE 7 -- OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
At April 30, 2004, 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 $ 126,787 $ 10,142 $ 50,195 $ 187,124
Foreign 63,471 6,337 37,918 107,726
International 93,270 9,326 39,925 142,521
International Small Cap Growth 369,479 29,945 162,215 561,639
International Value 3,111,235 311,097 1,463,204 4,885,536
Precious Metals 72,636 7,843 19,610 100,089
Russia 310,818 24,864 62,164 397,846
Global Equity Dividend 5,511 787 3,857 10,155
Global Real Estate 55,769 5,442 18,683 79,894
Worldwide Growth 112,177 11,217 79,923 203,317
</Table>
At April 30, 2004, one shareholder owned 6.42% of the Russia Fund. Also, at
April 30, 2004, the following wholly-owned indirect subsidiaries of ING owned
the following Funds:
ING Life Insurance and Annuity Company - Global Equity Dividend Fund (46.9%) and
International Fund (7.7%)
ING National Nederlanden Intervest -- Global Real Estate Fund (55.0%)
ING National Trust -- International Fund (17.7%) and International Growth Fund
(38.0%)
Investment activities of these shareholders could have material impact on the
Funds.
The Adviser may direct the Trust's portfolio managers to use their best efforts
(subject to obtaining best execution of each transaction) to allocate a
Portfolio's equity security transactions through certain designated
broker-dealers. The designated broker-dealer, in turn, will reimburse a portion
of the
57
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 7 -- OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES (CONTINUED)
brokerage commissions to pay certain expenses of that Fund. Any amounts credited
to the Fund are reflected as a reimbursement of expenses in the Statements of
Operations.
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 April 30, 2004, 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
CUSTODIAN FEES
--------------
Global Equity Dividend $ 5,907
Worldwide Growth 92,205
<Caption>
PAYABLE FOR
TRANSFER
AGENT FEES
-----------
Global Equity Dividend $ 5,730
Precious Metals 78,091
Worldwide Growth 111,442
<Caption>
PAYABLE FOR
POSTAGE FEES
------------
Precious Metals $ 98,020
Worldwide Growth 118,732
<Caption>
PAYABLE FOR
PRINTING FEES
-------------
Worldwide Growth $ 102,556
<Caption>
PAYABLE FOR
ORGANIZATIONAL
FEES
--------------
Global Equity Dividend $ 9,190
<Caption>
PAYABLE FOR
OFFERING FEES
-------------
Global Equity Dividend $ 48,566
</Table>
NOTE 9 -- EXPENSE LIMITATIONS
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) 1.70% 2.45% 2.45% 1.35% N/A 1.60%
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% 4.10% 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>
- ----------
(1) Prior to December 1, 2003, the expense limitation notes for Class A, Class
B, Class C, Class I and Class Q were 1.95%, 2.70%, 2.70%, 1.60% and 1.85%
respectively.
For International Fund, the voluntary expense limits provided above were
effective July 1, 2003.
The Adviser will at a later date recoup from a Fund for management fees waived
and other expenses assumed by the Adviser during the previous 36 months, but
only if, after such reimbursement, a Fund's expense ratio does not exceed the
percentage described above. Waived and reimbursed fees net of any recoupment by
the Adviser of such waived and reimbursed fees are reflected net on the
accompanying Statements of Operations for each Fund. Amounts payable by the
Adviser are reflected on the accompanying statements of Assets and Liabilities
for each Fund.
As of April 30, 2004, the amounts of reimbursed fees that are subject to
possible recoupment by the Adviser, and the related expiration dates are as
follows:
<Table>
<Caption>
APRIL 30,
------------------------------------------------------
2005 2006 2007 TOTAL
---------------- ---------------- ---------------- ------------
Emerging Countries -- $ 44,308 $ 157,889 $ 202,197
Foreign -- -- 211,531 211,531
International -- 43,933 -- 43,933
International SmallCap Growth -- 36,689 -- 36,689
Global Equity Dividend -- -- 128,407 128,407
Global Real Estate $ 134,855 123,749 13,339 271,943
Worldwide Growth 637,105 109,327 163,640 910,072
</Table>
NOTE 10 -- CALL OPTIONS WRITTEN
<Table>
<Caption>
NUMBER OF PREMIUMS
WORLDWIDE GROWTH CONTRACTS RECEIVED VALUE
- ---------------- --------- -------- -------
Options Written 96 $ 1,728 $ 1,440
--------- -------- -------
Options outstanding
at April 30, 2004 96 $ 1,728 $ 1,440
========= ======== =======
</Table>
NOTE 11 -- 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 $125,000,000. 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 six
months ended April 30, 2004:
The following Funds utilized the line of credit during the six months ended
April 30, 2004:
<Table>
<Caption>
APPROXIMATE
APPROXIMATE WEIGHTED
DAYS AVERAGE DAILY AVERAGE
UTILIZED BALANCE INTEREST RATE
-------- ------------- -------------
Emerging Countries 25 $ 1,055,640 1.51%
Precious Metals 2 1,230,000 1.51%
Russia 2 2,040,000 1.50%
Worldwide Growth 4 1,035,000 1.45%
</Table>
58
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- -------------
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 1,903,721 15,077,519 152,933 84,548 92,671 352,142
Dividends reinvested 17,566 -- -- -- -- --
Shares redeemed (2,249,292) (15,912,953) (216,241) (349,157) (100,238) (544,473)
------------- ------------- ------------- ------------- ------------- -------------
Net decrease in shares outstanding (328,005) (835,434) (63,308) (264,609) (7,567) (192,331)
============= ============= ============= ============= ============= =============
EMERGING COUNTRIES ($)
Shares sold $ 34,374,273 $ 209,705,771 $ 2,918,687 $ 1,250,314 $ 1,735,113 $ 4,452,036
Dividends reinvested 299,006 -- -- --- -- --
Shares redeemed (40,674,744) (222,355,701) (4,133,905) (4,809,392) (1,799,088) (6,896,237)
------------- ------------- ------------- ------------- ------------- -------------
Net decrease $ (6,001,465) $ (12,649,930) $ (1,215,218) $ (3,559,078) $ (63,975) $ (2,444,201)
============= ============= ============= ============= ============= =============
<Caption>
CLASS Q SHARES CLASS M SHARES
----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 541,224 12,331,900 8,201 3,626
Dividends reinvested 4,931 -- 136 --
Shares redeemed (848,712) (12,967,395) (12,601) (22,486)
------------- ------------- ------------- -------------
Net decrease in shares outstanding (302,557) (635,495) (4,264) (18,860)
============= ============= ============= =============
EMERGING COUNTRIES ($)
Shares sold $ 10,219,895 $ 173,161,999 $ 158,546 $ 47,863
Dividends reinvested 86,541 -- 2,297 --
Shares redeemed (16,233,406) (183,269,201) (244,294) (297,464)
------------- ------------- ------------- -------------
Net decrease $ (5,926,970) $ (10,107,202) $ (83,451) $ (249,601)
============= ============= ============= =============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS JULY 1, SIX MONTHS JULY 8, SIX MONTHS JULY 3,
ENDED 2003(1) TO ENDED 2003(1) TO ENDED 2003(1) TO
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- -------------
FOREIGN (NUMBER OF SHARES)
Shares sold 3,244,076 702,682 688,070 124,952 1,913,057 513,787
Dividends reinvested 8,613 -- 2,178 -- 6,274 --
Shares redeemed (217,618) (103,607) (16,180) (2,654) (47,931) (5,086)
------------- ------------- ------------- ------------- ------------- -------------
Net increase in shares outstanding 3,035,071 599,075 674,068 122,298 1,871,400 508,701
============= ============= ============= ============= ============= =============
FOREIGN ($)
Shares sold $ 38,190,937 $ 7,385,657 $ 8,056,438 $ 1,332,337 $ 22,577,135 $ 5,506,304
Dividends reinvested 93,658 -- 23,547 -- 67,948 --
Shares redeemed (2,590,268) (1,050,695) (194,078) (28,662) (570,753) (55,392)
------------- ------------- ------------- ------------- ------------- -------------
Net increase $ 35,694,327 $ 6,334,962 $ 7,885,907 $ 1,303,675 $ 22,074,330 $ 5,450,912
============= ============= ============= ============= ============= =============
</Table>
- ----------
(1) Commencement of operations of class.
59
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS I SHARES CLASS Q SHARES
----------------------------- -----------------------------
SIX MONTHS SEPTEMBER 10, SIX MONTHS JULY 11,
ENDED 2003(1) TO ENDED 2003(1) TO
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
FOREIGN (NUMBER OF SHARES)
Shares sold 13,106 16,997 51,133 62,839
Dividends reinvested 387 -- 597 --
Shares redeemed -- -- (13) (24,630)
------------- ------------- ------------- -------------
Net increase in shares outstanding 13,493 16,997 51,717 38,209
============= ============= ============= =============
FOREIGN ($)
Shares sold $ 147,465 $ 185,032 $ 602,810 $ 660,039
Dividends reinvested 4,209 -- 6,472 --
Shares redeemed -- (39) (150) (270,197)
------------- ------------- ------------- -------------
Net increase $ 151,674 $ 184,993 $ 609,132 $ 389,842
============= ============= ============= =============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- -------------
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 1,888,929 7,762,080 300,643 411,047 273,303 687,730
Dividends reinvested 4,890 14,078 1 -- -- 223
Shares redeemed (1,033,550) (8,754,777) (181,966) (378,329) (241,554) (714,120)
------------- ------------- ------------- ------------- ------------- -------------
Net increase (decrease) in shares
outstanding 860,269 (978,619) 118,678 32,718 31,749 (26,167)
============= ============= ============= ============= ============= =============
INTERNATIONAL ($)
Shares sold $ 17,190,136 $ 55,834,069 $ 2,673,257 $ 2,964,613 $ 2,405,279 $ 4,915,756
Dividends reinvested 41,300 100,936 -- -- -- 1,567
Redemption fee proceeds 3,069 306,800 -- -- -- --
Shares redeemed (9,639,938) (62,551,570) (1,632,309) (2,692,370) (2,172,520) (5,079,397)
------------- ------------- ------------- ------------- ------------- -------------
Net increase (decrease) $ 7,594,567 $ (6,309,765) $ 1,040,948 $ 272,243 $ 232,759 $ (162,074)
============= ============= ============= ============= ============= =============
<Caption>
CLASS I SHARES CLASS Q SHARES
----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2002
------------- ------------- ------------- -------------
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 619,956 4,236,967 721,808 9,642,22
Dividends reinvested 5,236 7,018 4,519 6,300
Shares redeemed (546,884) (3,777,860) (1,739,702) (8,885,673)
------------- ------------- ------------- -------------
Net increase (decrease) in shares
outstanding 78,308 466,125 (1,013,375) 762,854
============= ============= ============= =============
INTERNATIONAL ($)
Shares sold $ 5,516,209 $ 31,427,964 $ 6,327,527 $ 71,887,675
Dividends reinvested 43,979 50,182 37,916 44,920
Shares redeemed (4,819,766) (28,083,521) (14,947,776) (66,455,504)
------------- ------------- ------------- -------------
Net increase (decrease) $ 740,422 $ 3,394,625 $ (8,582,333) $ 5,477,091
============= ============= ============= =============
</Table>
- ----------
(1) Commencement of operations of class.
60
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- -------------
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 1,382,084 19,584,957 145,986 259,509 101,019 1,022,290
Dividends reinvested 864 -- -- -- -- --
Shares redeemed (1,425,761) (20,385,263) (305,143) (645,907) (277,267) (1,596,079)
------------- ------------- ------------- ------------- ------------- -------------
Net decrease in shares outstanding (42,813) (800,306) (159,157) (386,398) (176,248) (573,789)
============= ============= ============= ============= ============= =============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 38,731,298 $ 382,529,561 $ 4,347,614 $ 5,554,909 $ 2,825,598 $ 19,024,592
Dividends reinvested 21,615 -- -- -- -- --
Shares redeemed (39,904,378) (401,765,381) (8,965,239) (13,344,655) (7,474,302) (29,846,873)
------------- ------------- ------------- ------------- ------------- -------------
Net decrease $ (1,151,465) $ (19,235,820) $ (4,617,625) $ (7,789,746) $ (4,648,704) $ (10,822,281)
============= ============= ============= ============= ============= =============
<Caption>
CLASS Q SHARES
-----------------------------
SIX MONTHS YEAR
ENDED ENDED
APRIL 30, OCTOBER 31,
2004 2003
------------- -------------
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 679,530 18,417,622
Dividends reinvested 1,207 --
Shares redeemed (1,250,992) (19,100,237)
------------- -------------
Net decrease in shares outstanding (570,255) (682,615)
============= =============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 19,015,850 $ 386,181,572
Dividends reinvested 32,268 --
Shares redeemed (35,778,159) (402,650,057)
------------- -------------
Net decrease $ (16,730,041) $ (16,468,485)
============= =============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- --------------
INTERNATIONAL VALUE (NUMBER OF
SHARES)
Shares sold 17,501,493 26,629,999 411,480 789,733 115,711 366,016
Dividends reinvested 521,338 2,380,188 -- 522,401 -- 793,701
Shares redeemed (14,369,651) (39,577,685) (2,269,963) (6,780,391) (3,355,207) (10,503,035)
------------- ------------- ------------- ------------- ------------- --------------
Net increase (decrease) in shares
outstanding 3,653,180 (10,567,498) (1,858,483) (5,468,257) (3,239,496) (9,343,318)
============= ============= ============= ============= ============= ==============
INTERNATIONAL VALUE ($)
Shares sold $ 270,860,886 $ 300,379,527 $ 6,306,795 $ 8,617,865 $ 1,723,395 $ 3,763,939
Dividends reinvested 7,157,972 24,301,715 -- 5,265,802 -- 7,984,632
Shares redeemed (220,833,194) (433,441,524) (34,448,977) (72,491,973) (51,029,855) (111,900,151)
------------- ------------- ------------- ------------- ------------- --------------
Net increase (decrease) $ 57,185,664 $(108,760,282) $ (28,142,182) $ (58,608,306) $ (49,306,460) $ (100,151,580)
============= ============= ============= ============= ============= ==============
</Table>
61
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS I SHARES CLASS Q SHARES
----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
INTERNATIONAL VALUE (NUMBER OF
SHARES)
Shares sold 4,159,791 5,744,382 17,939 414,335
Dividends reinvested 334,126 960,472 6,447 55,079
Shares redeemed (3,589,703) (7,324,179) (394,825) (1,192,380)
------------- ------------- ------------- -------------
Net increase (decrease) in shares
outstanding 904,214 (619,325) (370,439) (722,966)
============= ============= ============= =============
INTERNATIONAL VALUE ($)
Shares sold $ 64,075,320 $ 64,019,780 $ 277,629 $ 4,342,982
Dividends reinvested 4,584,206 9,787,206 88,586 562,357
Shares redeemed (55,041,863) (81,395,062) (6,198,502) (12,908,381)
------------- ------------- ------------- -------------
Net increase (decrease) $ 13,617,663 $ (7,588,076) $ (5,832,287) $ (8,003,042)
============= ============= ============= =============
<Caption>
CLASS A SHARES
-----------------------------
SIX MONTHS YEAR
ENDED ENDED
APRIL 30, OCTOBER 31,
2004 2003
------------- -------------
PRECIOUS METALS (NUMBER OF SHARES)
Shares sold 1,486,835 4,466,542
Shares redeemed (2,774,426) (6,273,160)
------------- -------------
Net decrease in shares outstanding (1,287,591) (1,806,618)
============= =============
PRECIOUS METALS ($)
Shares sold $ 11,104,807 $ 23,459,610
Shares redeemed (20,011,779) (33,507,092)
------------- -------------
Net decrease $ (8,906,972) $ (10,047,482)
============= =============
<Caption>
CLASS A SHARES
-----------------------------
SIX MONTHS YEAR
ENDED ENDED
APRIL 30, OCTOBER 31,
2004 2003
------------- -------------
RUSSIA (NUMBER OF SHARES)
Shares sold 4,263,304 4,909,238
Dividends reinvested 7,087 54,743
Shares redeemed (1,539,519) (3,566,373)
------------- -------------
Net increase in shares outstanding 2,730,872 1,397,608
============= =============
RUSSIA ($)
Shares sold $ 105,751,936 $ 84,437,970
Dividends reinvested 153,665 659,656
Redemption fee proceeds 376,827 326,534
Shares redeemed (35,829,222) (58,588,061)
------------- -------------
Net increase $ 70,453,206 $ 26,836,099
============= =============
</Table>
62
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS SEPTEMBER 17, SIX MONTHS OCTOBER 24, SIX MONTHS OCTOBER 29,
ENDED 2003(1) TO ENDED 2003(1) TO ENDED 2003(1) TO
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- -------------
GLOBAL EQUITY DIVIDEND (NUMBER OF
SHARES)
Shares sold 183,424 407,533 154,777 1,107 124,895 1,773
Dividends reinvested 401 -- 121 -- 64 --
Shares redeemed (13,719) -- (410) -- (5,201) --
------------- ------------- ------------- ------------- ------------- -------------
Net increase in shares outstanding 170,106 407,533 154,488 1,107 119,758 1,773
============= ============= ============= ============= ============= =============
GLOBAL EQUITY DIVIDEND ($)
Shares sold $ 2,100,043 $ 4,077,071 $ 1,748,219 $ 11,411 $ 1,410,226 $ 18,510
Dividends reinvested 4,148 -- 1,256 -- 666 --
Shares redeemed (158,001) -- (8,507) -- (59,600) --
------------- ------------- ------------- ------------- ------------- -------------
Net increase $ 1,946,190 $ 4,077,071 $ 1,740,968 $ 11,411 $ 1,351,292 $ 18,510
============= ============= ============= ============= ============= =============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- -------------
GLOBAL REAL ESTATE (NUMBER OF SHARES)
Shares sold 1,306,669 672,726 192,261 98,078 224,370 108,973
Dividends reinvested 202,053 138,301 9,918 5,050 11,950 10,157
Shares redeemed (428,612) (74,909) (26,130) (46,588) (12,751) (215,666)
------------- ------------- ------------- ------------- ------------- -------------
Net increase (decrease) in shares
outstanding 1,080,110 736,118 176,049 56,540 223,569 (96,536)
============= ============= ============= ============= ============= =============
GLOBAL REAL ESTATE ($)
Shares sold $ 18,161,657 $ 8,188,091 $ 2,393,798 $ 1,043,292 $ 2,931,602 $ 1,155,540
Dividends reinvested 2,594,544 1,498,260 114,394 49,301 142,665 100,274
Shares redeemed (5,945,593) (902,108) (312,933) (467,192) (167,840) (2,208,270)
------------- ------------- ------------- ------------- ------------- -------------
Net increase (decrease) $ 14,810,608 $ 8,784,243 $ 2,195,259 $ 625,401 $ 2,906,427 $ (952,456)
============= ============= ============= ============= ============= =============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- -------------
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 230,786 12,783,099 52,913 74,457 21,156 525,179
Shares redeemed (771,266) (14,551,712) (323,706) (713,016) (539,598) (1,639,911)
------------- ------------- ------------- ------------- ------------- -------------
Net decrease in shares outstanding (540,480) (1,768,613) (270,793) (638,559) (518,442) (1,114,732)
============= ============= ============= ============= ============= =============
WORLDWIDE GROWTH ($)
Shares sold $ 3,630,093 $ 161,726,758 $ 955,457 $ 1,068,420 $ 353,562 $ 6,434,456
Shares redeemed (12,115,147) (185,501,020) (5,627,892) (10,063,284) (8,269,161) (20,391,680)
------------- ------------- ------------- ------------- ------------- -------------
Net decrease $ (8,485,054) $ (23,774,262) $ (4,672,435) $ (8,994,864) $ (7,915,599) $ (13,957,224)
============= ============= ============= ============= ============= =============
</Table>
- ----------
(1) Commencement of operations of class.
63
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS Q SHARES
-----------------------------
SIX MONTHS YEAR
ENDED ENDED
APRIL 30, OCTOBER 31,
2004 2003
------------- -------------
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 206,209 8,644,664
Shares redeemed (316,151) (8,840,185)
------------- -------------
Net decrease in shares outstanding (109,942) (195,521)
============= =============
WORLDWIDE GROWTH ($)
Shares sold $ 3,765,921 $ 127,952,864
Shares redeemed (5,825,084) (130,999,382)
------------- -------------
Net decrease $ (2,059,163) $ (3,046,518)
============= =============
</Table>
NOTE 13 -- ILLIQUID SECURITIES
<Table>
<Caption>
INITIAL PERCENT
ACQUISITION OF NET
FUND SECURITY SHARES DATE COST VALUE ASSETS
- --------------- -------------------- --------- ----------- ------------ -------------- ---------
Foreign Centrenergo ADR 306 12/17/03 $ 3,623 $ 6,145 0.0%
------------ -------------- ---------
$ 3,623 $ 6,145 0.0%
============ ============== =========
Precious Metals Oxiani Resources NL 2,500,000 05/13/03 $ 1,125,863 $ 1,480,508 1.9%
------------ -------------- ---------
$ 1,125,863 $ 1,480,508 1.9%
============ ============== =========
Russia Aeroflot 2,446,350 08/15/97 $ 950,126 $ 2,372,960 0.9%
Konakovskaya Gres 4,200,000 10/03/03 2,254,000 2,289,000 0.9%
Novy Neft Ltd. 180,000 11/14/03 2,220,495 2,637,000 1.0%
Novy Neft II Ltd. 365,000 02/23/04 3,770,625 3,869,000 1.5%
Sun Interbrew Ltd. GDR 311,000 01/25/00 1,176,976 2,488,000 0.9%
------------ -------------- ---------
$ 10,372,222 $ 13,655,960 5.2%
============ ============== =========
</Table>
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 14 -- SECURITIES LENDING
Under an agreement with The Bank of New York ("BNY"), the Funds can lend their
securities to approved brokers, dealers and other financial
64
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 15 -- SECURITIES LENDING (CONTINUED)
institutions. Loans are collateralized by cash and U.S. Government Securities.
The collateral must be in an amount equal to at least 105% of the market value
of non-U.S. securities loaned and 102% of the market value of U.S. securities
loaned. The cash collateral received is invested in approved investments as
defined in the Securities Lending Agreement with BNY (the "Agreement"). The cash
collateral received is reflected on the Statement of Assets and Liabilities as
Cash collateral on loaned securities. Generally, in the event of counterparty
default, the Funds have the right to use the collateral to offset losses
incurred. The Agreement contains certain guarantees by BNY in the event of
counterparty default and/or a borrower's failure to return a loaned security,
however there would be a potential loss to the Funds in the event the Funds are
delayed or prevented from exercising their right to dispose of the collateral.
The Funds bear the risk of loss with respect to the investment of collateral.
Engaging in securities lending could have a leveraging effect, which may
intensify the credit, market and other risks associated with investing in a
Fund. At April 30, 2004, the following Funds had securities on loan with the
following market values:
<Table>
<Caption>
VALUE OF
SECURITIES VAUE OF
FUND LOANED COLLATERAL
- ---- ------------ ------------
Emerging $ 7,497,370 $ 7,996,046
Foreign 2,692,386 3,042,073
International 1,956,695 2,092,414
International Value 58,674,873 61,474,663
</Table>
NOTE 16 -- FEDERAL INCOME TAXES
During the six months ended April 30, 2004, the foreign taxes paid or withheld
were $140,074, $47,574, $165,359 $275,832, $5,942,204, $30,155, $514,749,
$13,572, $45,501 and $125,954 on foreign source income for Emerging Countries
Fund, Foreign Fund, International Fund, International SmallCap Growth Fund,
International Value Fund, Precious Metals Fund, Russia Fund, Global Equity
Dividend Fund, Global Real Estate Fund and Worldwide Growth 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.
The tax composition of dividends and distributions were as follow:
<Table>
<Caption>
SIX MONTHS ENDED ORDINARY LONG-TERM
APRIL 30, 2004: INCOME CAPITAL GAINS
------------ -------------
Emerging Countries $ 441,079 --
Foreign 309,545 --
International 147,464 --
International
SmallCap Growth 63,563 --
International Value 15,263,980 --
Russia 207,493 --
Global Equity Dividend 99,168 --
Global Real Estate 2,476,373 $ 1,107,647
<Caption>
YEAR ENDED ORDINARY LONG-TERM
OCTOBER 31, 2003: 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
</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.
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 $ 60,639,644 2005
13,086,178 2007
43,359,407 2008
35,091,427 2009
18,266,429 2010
--------------
170,443,085
Foreign -- --
International 10,848,967 2007
3,061,891 2008
10,784,182 2009
10,921,164 2010
2,172,053 2011
--------------
37,788,257
</Table>
65
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 15 -- FEDERAL INCOME TAXES (CONTINUED)
<Table>
<Caption>
EXPIRATION
AMOUNT DATES
-------------- ----------
International SmallCap Growth $ 10,415,246 2008
169,641,211 2009
57,646,473 2010
--------------
237,702,930
International Value 98,526,506 2011
Precious Metals 2,774,685 2007
29,274,648 2008
14,912,400 2009
10,385,023 2010
--------------
57,346,756
Russia 19,103,295 2007
24,852,618 2008
6,238,545 2009
--------------
50,194,458
Global Equity Dividend -- --
Global Real Estate -- --
Worldwide Growth 3,901,638 2008
143,482,004 2009
81,779,077 2010
6,183,953 2011
--------------
235,346,672
</Table>
NOTE 17 -- OTHER INFORMATION
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. In addition to responding to
regulatory requests, ING management initiated an internal review of trading in
ING insurance, retirement, and mutual fund products. The goal of this review has
been to identify whether there have been any instances of inappropriate trading
in those products by third parties or by ING investment professionals and other
ING personnel. Additionally, ING reviewed its controls and procedures in a
continuing effort to deter improper frequent trading in ING products. ING's
internal reviews related to mutual fund trading are continuing.
The internal review has identified several arrangements allowing third parties
to engage in frequent trading of mutual funds within our variable insurance and
mutual fund products, and identified other circumstances where frequent trading
occurred despite measures taken by ING intended to combat market timing.
In addition, the review has identified five arrangements that allowed frequent
trading in certain ING Funds. ING entities did not receive special benefits in
return for any of these arrangements, which have all been terminated. The
internal review also identified two investment professionals who engaged in
improper frequent trading in ING Funds.
ING will reimburse any ING Fund or its shareholders affected by inappropriate
trading for any improper profits that accrued to any person who engaged in
improper frequent trading for which ING is responsible.
NOTE 18 -- SUBSEQUENT EVENT
In July 2004, ING Aeltus expects to change its name to ING Investment Management
Co.
66
<Page>
PORTFOLIO OF INVESTMENTS
ING EMERGING COUNTRIES FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 93.6%
AUSTRIA: 0.7%
14,300 @ Bank Austria Creditanstalt AG $ 811,682
---------------
811,682
---------------
BRAZIL: 8.8%
38,600 @ Banco Itau Holding
Financeira SA ADR 1,530,104
64,300 @,L Cia Energetica de Minas
Gerais ADR 990,863
49,600 Cia Vale do Rio Doce ADR 1,938,864
9,911,700 Eletropaulo Metropolitana de
Sao Paulo SA 198,436
145,600 Petroleo Brasileiro SA -
Petrobras ADR 3,632,719
69,459 L Tele Norte Leste
Participacoes SA ADR 822,395
20,500 Votorantim Celulose e Papel SA 643,700
---------------
9,757,081
---------------
CHILE: 1.3%
232,500 Enersis SA ADR 1,406,625
---------------
1,406,625
---------------
CHINA: 2.4%
1,394,000 China Oilfield Services Ltd. 402,126
1,462,000 @ China Petroleum & Chemical Corp. 506,090
1,200,000 L China Telecom Corp. Ltd. 357,701
608,000 L Huaneng Power Intl., Inc. 569,040
1,384,000 Zhejiang Expressway Co. Ltd. 865,022
---------------
2,699,979
---------------
CZECHOSLOVAKIA: 0.4%
39,821 Cesky Telecom AS 497,763
---------------
497,763
---------------
HONG KONG: 3.4%
487,000 @ China Mobile Ltd. 1,286,212
1,232,000 @ China Resources Power
Holdings Co. 659,453
381,000 Citic Pacific Ltd. 932,985
1,195,000 CNOOC Ltd 432,816
471,900 @ Lifestyle International
Holdings Ltd 493,088
---------------
3,804,554
---------------
INDIA: 5.4%
240,000 @ Larsen & Toubro Ltd. 3,061,929
15,500 Ranbaxy Laboratories Ltd. GDR 373,550
101,514 @,#,L Reliance Industries Ltd. GDR 2,613,986
---------------
6,049,465
---------------
INDONESIA: 1.3%
3,325,600 @ Perusahaan Gas Negara PT 492,289
1,030,500 L Telekomunikasi Indonesia Tbk PT 944,605
---------------
1,436,894
---------------
ISRAEL: 2.8%
144,600 Makhteshim-Agan Industries Ltd 585,143
41,000 @ Teva Pharmaceutical
Industries ADR 2,523,960
---------------
3,109,103
---------------
MALAYSIA: 6.7%
719,000 Commerce Asset Holdings BHD $ 946,053
434,000 Gamuda BHD 639,579
211,200 @ Genting BHD 917,053
508,800 Malayan Banking BHD 1,405,895
1,636,590 Public Bank BHD 1,472,931
346,000 @ Resorts World BHD 910,526
456,000 @ Telekom Malaysia Bhd 1,134,000
---------------
7,426,037
---------------
MEXICO: 7.6%
52,600 @ America Movil SA de CV ADR 1,777,880
46,700 @,L Cemex SA de CV ADR 1,375,315
13,400 @ Fomento Economico
Mexicano SA de CV ADR 585,848
43,600 @ Grupo Aeroportuario Del
Sureste SA de CV 852,380
129,800 Grupo Financiero
Banorte SA de CV 459,842
185,500 @ Grupo Mexico SA de CV 547,696
14,350 @ Grupo Televisa SA ADR 625,517
36,800 @ Telefonos de
Mexico SA de CV ADR 1,256,352
15,910 TV Azteca SA de CV ADR 145,577
265,759 Wal-Mart de Mexico SA de CV 777,206
---------------
8,403,613
---------------
PERU: 0.5%
28,000 @ Cia de Minas Buenaventura SA 605,920
---------------
605,920
---------------
POLAND: 1.2%
324,000 Telekomunikacja Polska SA GDR 1,314,241
---------------
1,314,241
---------------
RUSSIA: 5.7%
20,800 @ LUKOIL ADR 2,262,000
11,000 MMC Norilsk Nickel 654,500
19,966 OAO Gazprom ADR 702,803
17,700 Surgutneftegaz ADR 578,790
7,700 @ Vimpel-Communications ADR 691,152
31,975 L YUKOS ADR 1,419,690
---------------
6,308,935
---------------
SOUTH AFRICA: 7.6%
151,600 Absa Group Ltd. 977,432
34,900 @,L Anglogold Ltd. 1,096,558
770,000 Firstrand Ltd. 1,062,642
89,500 Harmony Gold
Mining Co. Ltd. ADR 988,080
10,900 Impala Platinum Holdings Ltd. 741,944
122,500 @ MTN Group Ltd. 512,453
59,600 Sasol Ltd. 894,482
266,900 Standard Bank Group Ltd. 1,539,723
511,400 Steinhoff Intl. Holdings Ltd. 635,919
---------------
8,449,233
---------------
SOUTH KOREA: 17.1%
3,830 Cheil Communications Inc 535,322
12,740 Honam Petrochemical Corp. 474,486
26,060 Hyundai Motor Co. 993,894
53,461 Kookmin Bank 1,995,646
14,680 KT Corp. 511,708
12,980 LG Chem Ltd. 524,355
</Table>
See Accompanying Notes to Financial Statements
67
<Page>
PORTFOLIO OF INVESTMENTS
ING EMERGING COUNTRIES FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
SOUTH KOREA (CONTINUED)
19,440 LG Electronics, Inc. $ 1,179,638
15,090 POSCO 1,845,498
16,950 Samsung Electronics Co. Ltd. 8,046,319
13,140 Samsung Fire & Marine
Insurance Co. Ltd. 873,499
2,720 Shinsegae Co. Ltd. 614,309
8,260 SK Telecom Co. Ltd. 1,407,935
---------------
19,002,609
---------------
TAIWAN: 14.4%
182,613 L Asustek Computer, Inc. GDR 405,401
227,700 China Motor Corp. Ltd. 359,851
19,000 China Steel Corp. GDR 332,500
1,216,000 Chinatrust Financial Holding Co. 1,306,779
979,300 Compal Electronics, Inc. 1,102,523
1,195,406 Eva Airways Corp. 487,590
510,000 Evergreen Marine Corp 391,481
369,000 Formosa Plastics Corp 527,619
1,476,000 Fubon Financial Holding Co. Ltd. 1,408,465
114,060 HON HAI Precision Industry 449,785
123,425 L HON HAI Precision Industry GDR 1,134,276
185,000 @ Ichia Technologies, Inc. 467,790
73,450 MediaTek, Inc. 700,893
1,084,000 Mega Financial Holding Co. Ltd. 727,670
1,437,360 Nan Ya Plastic Corp. 1,929,749
1,357,372 @ Taiwan Semiconductor
Manufacturing Co. Ltd. 2,349,454
1,660,626 @ United Microelectronics Corp. 1,489,664
597,968 Yuanta Core Pacific
Securities Co. 405,005
---------------
15,976,495
---------------
THAILAND: 2.4%
192,500 @ Bangkok Bank PCL 471,507
879,150 Bangkok Expressway PCL 483,412
334,500 @ Kasikornbank PCL 405,480
3,019,200 Land & House Pub Co. Ltd. 837,619
141,400 PTT PCL 515,981
---------------
2,713,999
---------------
TURKEY: 1.7%
242,540,000 Akbank Tas 1,128,491
238,372,000 @ Turkiye Garanti Bankasi AS 730,996
---------------
1,859,487
---------------
UNITED KINGDOM: 2.2%
124,100 @ Anglo American PLC 2,497,844
---------------
Total Common Stock
(Cost $74,708,601) 104,131,559
---------------
WARRANTS: 4.3%
INDIA: 4.3%
54,400 @,E Bharat Heavy Electricals Ltd.,
Expires 09/09/2005 $ 717,536
114,200 @,E Hindustan Lever Ltd.,
Expires 01/25/2005 363,156
10,100 @,E Infosys Technologies Ltd.,
Expires 06/14/2004 1,169,075
115,800 @,E ICICI Bank Ltd.,
Expires 07/16/2004 821,022
48,700 @,E Larsen & Toubro Ltd.,
Expires 04/24/2006 621,412
57,000 @,E Oil & Natural
Gas Corp Ltd.,
Expires 03/09/2009 1,076,730
Total Warrants
(Cost $3,368,983) 4,768,931
TOTAL INVESTMENTS IN
SECURITIES (COST
$ 78,077,584)* 97.9% $ 108,900,490
OTHER ASSETS AND
LIABILITIES-NET 2.1 2,313,367
----- ---------------
NET ASSETS 100.0% $ 111,213,857
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
E Equity Linked Product
# 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.
L Loaned security, a portion or all of the security is on loan at
April 30, 2004.
* Cost for federal income tax purposes is $80,892,731. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 30,671,234
Gross Unrealized Depreciation (2,663,475)
---------------
Net Unrealized Appreciation $ 28,007,759
===============
</Table>
See Accompanying Notes to Financial Statements
68
<Page>
PORTFOLIO OF INVESTMENTS
ING EMERGING COUNTRIES FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ------------------------------------------------------------------------------
Advertising 0.5%
Airlines 0.4
Auto Manufacturers 1.2
Banks 15.5
Beverages 0.5
Building Materials 1.2
Chemicals 6.0
Commercial Services 1.2
Computers 2.4
Diversified Financial Services 2.0
Electric 3.4
Electrical Components and Equipment 8.9
Electronics 0.8
Engineering and Construction 1.9
Entertainment 0.8
Forest Products and Paper 0.6
Gas 1.1
Holding Companies-Diversified 3.6
Home Builders 0.8
Home Furnishings 0.6
Household Products/Wares 0.3
Insurance 0.8
Iron/Steel 2.0
Lodging 0.8
Media 0.7
Mining 8.2
Oil and Gas 10.2
Oil and Gas Services 0.4
Pharmaceuticals 2.6
Retail 1.7
Semiconductors 4.1
Software 1.1
Telecommunications 11.2
Transportation 0.4
Other Assets and Liabilities - Net 2.1
-----
NET ASSETS 100.0%
=====
</Table>
At April 30, 2004, the following forward currency exchange contracts were
outstanding for the ING Emerging Countries Fund:
<Table>
<Caption>
IN
BUY/ SETTLEMENT EXCHANGE UNREALIZED
CURRENCY SELL DATE FOR VALUE APPRECIATION
- -------- ---- ---------- -------- ----- ------------
Pound Sterling USD
GBP 26,074 Sell 05/04/04 46,231 $ 46,238 $ 7
=====
</Table>
See Accompanying Notes to Financial Statements
69
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 78.5%
ARGENTINA: 0.1%
10,042 Grupo Financiero Galicia SA $ 71,298
---------------
71,298
---------------
AUSTRALIA: 1.6%
98,207 AMP Ltd. 409,237
71,306 @ John Fairfax Holdings Ltd. 172,515
40,246 @ Newcrest Mining Ltd. 331,348
33,465 @ News Corp. Ltd. 308,630
16,243 @ Sons of Gwalia Ltd. 29,092
29,316 Southcorp Ltd 75,584
---------------
1,326,406
---------------
AUSTRIA: 2.7%
12,424 @ Bank Austria Creditanstalt AG 705,198
5,938 @ British Land Co. PLC 68,394
4,530 @ Erste Bank Der Oesterreichischen
S.p.Arkassen AG 677,980
1,210 @ Flughafen Wien AG 66,868
1,815 @ OMV AG 331,800
3,750 @ Telekom Austria AG 55,068
7,393 @ Wienerberger AG 241,500
---------------
2,146,808
---------------
BELGIUM: 1.5%
179 Almancora Comm Va 8,647
4,222 @ Almanij NV 249,514
4,467 @ Belgacom SA 135,477
30,794 @ Fortis 670,366
2,923 @ KBC Bancassurance Holding 164,300
---------------
1,228,304
---------------
BRAZIL: 1.1%
4,277 @ Aracruz Celulose SA 133,186
24,009 @,L Centrais Eletricas Brasileiras SA 133,610
41,133 @ Centrais Eletricas Brasileiras
SA ADR 216,413
6,501 @ Cia de Bebidas das
Americas ADR, 121,959
5,000 Cia de Concessoes Rodoviarias 43,095
808 @,L Cia Energetica de Minas
Gerais ADR 12,451
1,196 @,L Telemig Celular Participacoes SA 36,598
7,444 L Telesp Celular Participacoes SA 53,075
5,397 Uniao de Bancos Brasileiros SA 105,781
1,685 Votorantim Celulose e Papel SA 52,909
---------------
909,077
---------------
CANADA: 2.5%
7,083 @ Canadian Natural Resources Ltd. 388,335
5,682 @ Encana Corp. 222,281
43,009 @ GlaxoSmithKline PLC 890,078
2,514 @ OPTI Canada Inc 36,378
2,132 @ Petro-Canada 93,977
13,171 @ Telesystem International
Wireless Inc 129,076
68,116 @ TesCo.PLC 300,476
---------------
2,060,601
---------------
CZECHOSLOVAKIA: 1.9%
13,124 Cesky Telecom AS 165,024
12,343 @ Komercni Banka AS 1,349,672
---------------
1,514,696
---------------
DENMARK: 0.4%
29 AP Moller - Maersk A/S $ 182,657
3,224 H Lundbeck A/S 65,438
510 Kobenhavns Lufthavne 72,050
---------------
320,145
---------------
FINLAND: 1.1%
17,708 Fortum Oyj 198,477
46,993 Nokia OYJ 661,350
---------------
859,827
---------------
FRANCE: 6.5%
6,895 L Air France 120,096
25,484 @ Alcatel SA 379,724
12,109 @ Altran Technologies SA 126,141
5,874 @ Aventis SA 447,486
9,247 @ BNP Paribas 555,352
9,045 Bouygues 308,909
993 @ Cnp Assurances 58,923
1,007 @ Gecina SA 75,084
2,230 @ LVMH Moet Hennessy Louis
Vuitton SA 157,185
785 @ Pernod-Ricard 99,090
4,335 @ Renault SA 323,488
93,374 SCOR 148,870
2,331 @ Technip SA 323,020
5,149 @ Thales SA 191,282
9,774 @ Total SA 1,807,874
678 @ Unibail 64,045
1,549 @ Valeo SA 63,858
---------------
5,250,427
---------------
GERMANY: 6.7%
22,956 Actris AG 182,581
1,627 @ Adidas-Salomon AG 188,211
21,797 @ Bayerische Hypo-und
Vereinsbank AG 378,090
22,530 Commerzbank AG 388,914
1,509 @ Continental AG 65,212
5,290 @ Deutsche Bank AG 434,386
8,889 @ Deutsche Post AG 196,065
26,470 @ Deutsche Telekom AG 454,388
2,263 E.ON AG 150,017
16,577 @ Fraport AG Frankfurt Airport
Services Worldwide 467,979
1,562 @ Freenet.de AG 137,625
1,987 @ Fresenius Medical Care AG 138,152
2,454 Henkel KGaA 195,067
9,266 @ Hypo Real Estate Holding 252,144
4,784 @ MAN AG 175,199
1,687 @ Medion AG 71,589
10,259 @ Metro AG 456,256
3,152 @ Muenchener
Rueckversicherungs AG 340,440
515 Puma AG Rudolf Dassler Sport 119,292
7,832 Siemens AG 562,379
6,286 @ T-Online Intl. AG 68,572
---------------
5,422,558
---------------
GREECE: 0.5%
2,752 @ Coca Cola Hellenic Bottling Co. SA 72,973
24,354 Hellenic Telecommunications
Organization SA 354,420
---------------
427,393
---------------
</Table>
See Accompanying Notes to Financial Statements
70
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
HUNGARY: 2.4%
2,515 Egis Rt. $ 111,323
1,008 @ Gedeon Richter Rt. 102,520
97,781 @ Matav Magyar Tavkozlesi Rt 408,537
72,232 @ OTP Bank Rt. 1,346,849
---------------
1,969,229
---------------
INDONESIA: 0.7%
1,148,993 @ Bank Mandiri Persero PT 189,711
559,500 Indofood Sukses Makmur
Tbk PT 47,782
34,559 Semen Gresik Persero Tbk PT 38,762
310,602 Telekomunikasi Indonesia
Tbk PT 284,713
---------------
560,968
---------------
IRELAND: 0.6%
4,167 @ Celtic Resources Holdings PLC 30,113
1,210 @ Depfa Bank PLC 181,297
94,652 Dragon Oil PLC 68,820
10,294 @ Elan Corp. PLC 222,350
---------------
502,580
---------------
ITALY: 2.3%
1,746 @ Aedes S.p.A 7,347
7,714 Banca Antonveneta S.p.A 147,955
59,154 Banca Intesa S.p.A. 195,715
168,989 @ Banca Nazionale del
Lavoro S.p.A. 378,817
15,687 @ Banca Popolare di Milano SCRL 92,708
94,098 @ Beni Stabili S.p.A 69,259
40,737 @ Capitalia S.p.A 112,806
73,162 @ Cassa di RiS.p.Armio di
Firenze S.p.A 127,082
23,935 @ Credito Emiliano S.p.A 171,579
38,518 @ Saipem S.p.A. 361,077
42,416 @ Telecom Italia S.p.A. 136,014
---------------
1,800,359
---------------
JAPAN: 13.0%
5,175 @ Aeon Credit Service Co.Ltd 328,728
4,337 @ Canon, Inc. 227,550
19,058 Credit Saison Co. Ltd. 557,812
3,000 @ Daihatsu Motor Co.Ltd 17,942
29,700 @ Daiwa Securities Group Inc. 223,379
3,187 @ Denso Corp 67,145
4,000 @ Fuji Photo Film Co. Ltd. 128,676
66 Fuji Television Network Inc 172,244
24 @ Fuji Television Network, Inc. 62,199
4,800 @ Hitachi Capital Corp 80,946
6,241 @ Hitachi Construction Machinery
Co.Ltd 83,700
37,831 Hitachi Ltd. 265,679
7,175 @ Honda Motor Co. Ltd. 288,027
13,355 @ Ito-Yokado Co. Ltd. 555,475
15,418 @ Kao Corp. 368,143
19,126 @ Koito Manufacturing Co.Ltd 137,611
34,471 @ Matsushita Electric Industrial
Co. Ltd. 506,343
45 Mitsubishi Tokyo Financial
Group, Inc. 400,435
76 Mizuho Financial Group, Inc. 359,494
700 @ Nidec Corp. 75,547
28 Nippon Telegraph and
Telephone Corp. $ 147,161
59,796 @ Nomura Holdings, Inc. 970,998
65 @ NTT Docomo, Inc. 128,993
11,103 @ Pearson PLC 129,558
79,104 @ Royal and Sun Alliance
Insurance Group 112,575
42,000 @ Sanyo Electric Co. Ltd. 190,295
11,000 @ Sharp Corp. 198,360
32,362 @ Shiseido Co. Ltd. 397,945
602 SMC Corp. 69,007
18,652 @ Sony Corp. 721,708
98 Sumitomo Mitsui Financial
Group, Inc. 740,628
6,358 @ Takashimaya Co.Ltd 76,684
200 Takeda Chemical Industries Ltd. 8,065
32,716 The Seiyu Ltd. 117,399
11,830 The Sumitomo Trust and
Banking Co. Ltd. 71,180
27,500 @ Tokyo Broadcasting System, Inc. 548,231
8,200 @ Toyota Motor Corp. 296,480
37 UFJ Holdings Inc. 228,997
6,302 @ Uni-Charm Corp. 298,097
6,000 @ Yamaha Motor Co.Ltd. 85,796
---------------
10,445,232
---------------
LUXEMBOURG: 0.5%
6816 @,L Millicom Intl. Cellular SA 171,286
3,945 @ SBS Broadcasting SA 124,228
14,167 @ WPP Group PLC 139,685
---------------
435,199
---------------
MEXICO: 1.1%
247 ApasCo.SA de CV 12,600
1,924 @ Coca-Cola Femsa SA 40,904
57,313 @ Fomento EconomiCo.Mexicano
SA de CV 250,084
130,385 Grupo Financiero Banorte SA
de CV 461,914
53,001 @ Grupo Financiero Inbursa SA 66,834
22,383 Grupo Modelo SA 56,332
---------------
888,668
---------------
NETHERLANDS: 2.3%
5,338 @ Euronext NV 157,542
1,321 @ Grolsch NV 37,451
34,635 Hagemeyer NV 74,734
7,244 @ Heineken NV 305,669
16,840 @ Koninklijke Ahold NV 130,408
12,776 Koninklijke Philips Electronics NV 347,963
28,126 @ Rank Group PLC 158,611
7,279 Royal Dutch Petroleum Co. 354,003
4,148 @ Unilever NV ADR 273,235
---------------
1,839,616
---------------
NORWAY: 1.7%
7,950 @ Norsk Hydro ASA 467,030
6,709 Smedvig ASA 64,058
986 S.p.Arebanken Midt-Norge 26,590
3,151 S.p.Arebanken Rogaland 119,425
36,341 @ Statoil ASA 454,259
39,594 @ Telenor ASA 260,303
---------------
1,391,665
---------------
</Table>
See Accompanying Notes to Financial Statements
71
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
PHILIPPINES: 0.1%
4,500 Philippine Long Distance
Telephone $ 88,470
---------------
88,470
---------------
POLAND: 2.9%
10,537 @ Agora SA 125,339
93,051 Bank Millennium SA 73,636
29,460 Bank Pekao SA 916,398
1,071 @ Bank Przemyslowo-Handlowy
PBK SA 117,269
18,099 @ Bank Zachodni WBK SA 405,358
2,880 BRE Bank SA 82,061
17,949 @ Budimex SA 218,866
8,789 @ Orbis SA 54,023
91,275 @ Telekomunikacja Polska SA 370,238
---------------
2,363,188
---------------
PORTUGAL: 0.4%
47,631 Banco Comercial Portugues SA 110,770
4,571 Jeronimo Martins 49,151
24,214 @ Media Capital SGPS 125,395
5,852 Portugal Telecom SGPS SA 63,487
---------------
348,803
---------------
RUSSIA: 1.3%
594 @ LUKOIL ADR 64,598
3,784 MMC Norilsk Nickel 225,148
5,247 Moscow City Telephone 77,918
1,706 @ North-West Telecom 49,218
789 Sibirtelecom 29,666
3,291 @ Sun Interbrew Ltd. 26,827
3,740 Unified Energy System 100,980
28,794 L Uralsvyazinform 210,197
16,298 VolgaTelecom 94,528
10,966 @ Wimm-Bill-Dann Foods OJSC 186,312
---------------
1,065,392
---------------
SOUTH AFRICA: 0.7%
31,518 Nedcor Ltd. 270,993
32,423 @ Smith and Nephew PLC 329,175
---------------
600,168
---------------
SOUTH KOREA: 2.0%
13,195 Hana Bank 285,075
8,901 Kookmin Bank 332,266
2,990 LG Electronics, Inc. 181,436
1,240 Samsung Electronics Co. Ltd. 588,639
1,550 SK Telecom Co. Ltd. 264,201
---------------
1,651,617
---------------
SPAIN: 1.0%
921 BanCo.Pastor SA 27,944
17,376 @ Endesa SA 318,484
2,512 @ Fadesa SA 38,996
6,461 @ Grupo Empresarial Ence SA 177,364
14,233 Promotora de Informaciones
SA (PRISA) 253,710
---------------
816,498
---------------
SWEDEN: 1.5%
4,063 @ Autoliv, Inc. ADR 172,849
10,063 @ Elekta AB 179,803
10,114 Getinge AB 116,505
3,975 Nobia AB $ 43,187
67,724 Skandia Forsakrings AB 265,951
150,448 @ Telefonaktiebolaget
LM Ericsson 407,657
---------------
1,185,952
---------------
SWITZERLAND: 5.5%
19,793 ABB Ltd. 111,437
2,277 @ Baloise Holding Ltd. 92,373
22,260 @ Credit Suisse Group 784,577
6,464 @ Holcim Ltd. 333,769
1,047 @ Micronas Semiconductor Hold 48,732
1,431 Nestle SA 361,999
16,645 Novartis AG 742,003
12,764 Roche Holding AG 1,338,811
2,644 @ Swatch Group AG 351,249
2,641 UBS AG 187,697
---------------
4,352,647
---------------
TURKEY: 4.2%
138,985,000 Akbank Tas 646,670
70,998,000 Dogan Sirketler Grubu Hldgs 131,385
13,305,000 @ Dogan Yayin Holding 44,319
101,100,000 Haci Omer Sabanci Holding AS 329,635
20,220,000 Haci Omer Sabanci Holding AS 63,433
19,166,000 @ KOC Holding AS 88,500
21,132,000 @ Migros Turk TAS 105,772
25,583,570 @ Turk DIS Ticaret Bankasi 41,302
12,810,000 Turkcell Iletisim Hizmet AS 139,072
182,187,000 @ Turkiye Garanti Bankasi AS 558,698
154,279 @,L Turkiye Garanti Bankasi AS ADR 473,112
154,203,000 Turkiye IS Bankasi 551,696
56,270,000 @ Yapi VE Kredi Bankasi 119,998
---------------
3,293,592
---------------
UKRAINE: 0.0%
306 I Centrenergo 6,145
---------------
6,145
---------------
UNITED KINGDOM: 7.3%
248,442 @ BP PLC 2,147,817
23,081 @ British Sky Broadcasting PLC 272,601
6,545 Burberry Group PLC 44,976
35,406 Diageo PLC 474,989
20,881 @ HHG PLC 17,493
7,658 Highland Gold Mining Ltd 34,460
8,569 @ Peter Hambro Mining PLC 78,715
12,303 Reckitt Benckiser PLC 319,847
20,321 Reed Elsevier PLC 189,192
13,624 @ Royal Bank of Scotland
Group PLC 409,034
7,801 @ Scottish and Newcastle PLC 56,823
699,507 Vodafone Group PLC 1,699,458
16,592 @ William Hill PLC 157,711
---------------
5,903,116
---------------
UNITED STATES: 0.2%
44,632 BAE Systems PLC 166,015
---------------
166,015
---------------
VENEZUELA: 0.2%
9,848 Cia Anonima Nacional Telefonos
de Venezuela - CANTV ADR 188,589
---------------
188,589
---------------
Total Common Stock
(Cost $62,293,574) 63,401,248
---------------
</Table>
See Accompanying Notes to Financial Statements
72
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PRINCIPAL
AMOUNT VALUE
- --------------------------------------------------------------------------------
CORPORATE BONDS: 1.5%
HUNGARY: 0.9%
$35,890,000 (1) Hungary Government Bond,
5.500%, due 02/12/14 $ 142,332
26,080,000 (1) Hungary Government Bond,
6.250%, due 06/12/08 112,511
52,710,000 (1) Hungary Government Bond,
6.750%, due 02/12/13 228,927
47,750,000 (1) Hungary Government Bond,
7.000%, due 06/24/09 211,665
---------------
695,435
---------------
UNITED STATES: 0.6%
44 @,# Morgan Stanley,
0.000%, due 10/08/04 525,316
---------------
525,316
---------------
Total Corporate Bonds
(Cost $1,232,382) 1,220,751
---------------
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
MUTUAL FUNDS: 8.3%
INDIA: 0.4%
7,740 @ SandP CNX Nifty Index 312,611
---------------
312,611
---------------
JAPAN: 3.8%
284,501 Nomura TOPIX Exchange
Traded Fund 3,098,818
---------------
3,098,818
---------------
UNITED STATES: 4.1%
24,499 L Ishares MSCI EAFE Index Fund 3,351,463
---------------
3,351,463
---------------
Total Mutual Funds
(Cost $6,601,055) 6,762,892
---------------
PREFERRED STOCK: 0.3%
GERMANY: 0.3%
898 Henkel KGaA 77,722
10,167 ProSieben SAT.1 Media AG 197,690
---------------
275,412
---------------
Total Preferred Stock
(Cost $208,244) 275,412
RIGHTS: 0.0%
SOUTH AFRICA: 0.0%
8,877 @ Nedcor Ltd. 19,001
---------------
19,001
---------------
Total Rights
(Cost $0) 19,001
---------------
WARRANTS: 0.5%
INDIA: 0.5%
457 @,#,E Dr. Reddy's Laboratories Ltd.,
Expires 11/05/08 8,934
301 @,#,E Dr. Reddy's Laboratories Ltd.,
Expires 10/22/08 5,885
8,398 @,E ICICI Bank Ltd.,
Expires 11/04/08 59,542
3,435 @,E ICICI Bank Ltd.,
Expires 12/12/08 $ 24,354
876 @,E National Housing
Development Finance,
Expires 06/09/08 11,721
464 @,E Ranbaxy Laboratories Ltd.,
Expires 06/25/08 11,090
29,993 E Satyam Computer Services Ltd.,
Expires 01/19/09 216,549
---------------
338,075
---------------
Total Warrants
(Cost $325,438) 338,075
TOTAL INVESTMENTS IN
SECURITIES (COST
$70,660,693)* 89.1% $ 72,017,379
OTHER ASSETS AND
LIABILITIES-NET 10.9 8,788,696
----- ---------------
NET ASSETS 100.0% $ 80,806,075
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
E Equity Linked Product
# 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.
I Illiquid security
(1) Principal amount presented in Hungarian forint
L Loaned security, a portion or all of the security is on loan at April 30,
2004.
* Cost for federal income tax purposes is $70,699,541. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 3,393,539
Gross Unrealized Depreciation (2,075,706)
---------------
Net Unrealized Appreciation $ 1,317,833
===============
</Table>
See Accompanying Notes to Financial Statements
73
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Advertising 0.1%
Aerospace/Defense 0.4
Airlines 0.1
Apparel 0.4
Auto Manufacturers 1.1
Auto Parts and Equipment 0.6
Banks 21.1
Beverages 2.2
Building Materials 0.8
Commercial Services 0.2
Computer Services 0.5
Computers 0.3
Cosmetics/Personal Care 0.9
Distribution/Wholesale 0.2
Diversified Financial Services 4.6
Electric 1.4
Electrical Components and Equipment 1.8
Electronics 0.4
Engineering and Construction 1.7
Entertainment 0.2
Equity Fund 8.4
Food 2.4
Forest Products and Paper 0.4
Hand/Machine Tools 0.2
Healthcare-Products 0.9
Holding Companies-Diversified 1.0
Home Furnishings 1.6
Household Products/Wares 0.7
Insurance 1.8
Internet 0.3
Leisure Time 0.1
Lodging 0.1
Machinery-Construction and Mining 0.1
Machinery-Diversified 0.2
Media 3.4
Mining 0.9
Miscellaneous Manufacturing 0.9
Office/Business Equipment 0.3
Oil and Gas 8.0
Oil and Gas Services 0.9
Pharmaceuticals 4.8
Real Estate 0.4
Retail 1.4
Semiconductors 0.1
Sovereign 0.9
Telecommunications 9.4
Transportation 0.5
Other Assets and Liabilities, Net 10.9
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
74
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 96.3%
AUSTRALIA: 0.7%
92,100 QBE Insurance Group Ltd. $ 774,894
---------------
774,894
---------------
BELGIUM: 2.7%
32,300 @ Belgacom SA 979,609
2,430 Electrabel 797,863
49,500 @ Fortis 1,077,583
---------------
2,855,055
---------------
CANADA: 1.9%
37,503 Encana Corp. 1,467,123
48,800 Methanex Corp. 544,686
---------------
2,011,809
---------------
CHILE: 0.4%
16,900 Banco Santander Chile SA ADR 421,824
---------------
421,824
---------------
DENMARK: 1.6%
50,000 Danske Bank A/S 1,123,586
17,700 TDC A/S 601,614
---------------
1,725,200
---------------
FINLAND: 1.5%
84,600 UPM-Kymmene OYJ 1,559,755
---------------
1,559,755
---------------
FRANCE: 7.7%
26,306 Lafarge SA 2,191,641
25,100 Schneider Electric SA 1,690,985
13,078 Societe Generale 1,089,572
17,700 Total SA ADR 1,630,525
5,339 Total SA 987,542
14,400 Valeo SA 593,642
---------------
8,183,907
---------------
GERMANY: 5.5%
30,200 Deutsche Boerse AG 1,656,257
25,700 RWE AG 1,116,789
43,100 Siemens AG 3,094,810
---------------
5,867,856
---------------
GREECE: 2.8%
58,200 Alpha Bank A.E. 1,813,953
64,000 Greek Organization of Football
Prognostics SA 1,221,386
---------------
3,035,339
---------------
HONG KONG: 0.7%
1,345,000 L Giordano Intl. Ltd. 771,670
---------------
771,670
---------------
HUNGARY: 1.0%
57,600 OTP Bank Rt. 1,074,019
---------------
1,074,019
---------------
INDIA: 1.1%
75,100 L ICICI Bank Ltd. 1,164,050
---------------
1,164,050
---------------
IRELAND: 1.2%
42,300 Irish Life & Permanent PLC $ 655,138
108,210 @ Ryanair Holdings PLC 622,642
---------------
1,277,780
---------------
ISRAEL: 0.9%
15,700 Teva Pharmaceutical
Industries ADR 966,492
---------------
966,492
---------------
ITALY: 2.9%
195,300 Enel S.p.A. 1,556,875
64,300 @ Saipem S.p.A. 602,764
205,000 Snam Rete Gas S.p.A. 909,254
---------------
3,068,893
---------------
JAPAN: 21.6%
76,000 Amano Corp. 581,940
57,100 Chugai Pharmaceutical Co. Ltd. 864,093
30,800 Familymart Co. Ltd. 884,745
165,000 Hitachi Ltd. 1,158,760
173 Japan Retail Fund
Investment Corp. 1,145,965
165,000 JGC Corp. 1,462,281
51,000 Kao Corp. 1,217,752
14,400 Kyocera Corp. 1,191,355
69,500 Marui Co. Ltd. 1,090,789
106 Mitsubishi Tokyo Financial
Group, Inc. 943,247
127,000 NEC Corp. 997,771
119,000 Nikko Cordial Corp. 677,196
200 Nippon Telegraph &
Telephone Corp. 1,051,153
94,000 Nomura Holdings, Inc. 1,526,419
220 NTT Docomo, Inc. 436,591
48,200 Omron Corp 1,174,917
17,000 Otsuka Kagu Ltd. 617,734
105,000 Sekisui House Ltd. 1,113,226
47,500 Shimano, Inc. 1,112,659
19,250 T&D Holdings Inc 767,523
38,200 Takeda Chemical Industries Ltd. 1,540,392
128,000 Toshiba Corp. 588,066
29,100 Toyota Motor Corp. 1,052,141
---------------
23,196,715
---------------
MALAYSIA: 2.6%
523,400 AMMB Holdings BHD 531,664
47,000 @ British American Tobacco
Malaysia BHD 593,684
438,200 Malayan Banking BHD 1,210,815
459,753 Public Bank BHD 413,778
---------------
2,749,941
---------------
MEXICO: 0.9%
340,100 Wal-Mart de Mexico SA de CV 994,614
---------------
994,614
---------------
NETHERLANDS: 5.8%
70,700 @ ASML Holding NV 1,125,505
55,176 Koninklijke Philips Electronics NV 1,502,756
21,100 Royal Dutch Petroleum Co. 1,026,166
31,290 Royal Dutch Petroleum Co. ADR 1,522,572
15,300 @ Unilever NV ADR 1,007,834
---------------
6,184,833
---------------
</Table>
See Accompanying Notes to Financial Statements
75
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
NEW ZEALAND: 0.7%
86,600 Fisher & Paykel Healthcare Corp. $ 704,188
---------------
704,188
---------------
NORWAY: 0.5%
127,200 Tomra Systems ASA 511,763
---------------
511,763
---------------
SINGAPORE: 2.6%
773,000 CapitaLand Ltd 731,453
67,000 @ DBS Group Holdings Ltd. 563,108
178,000 United Overseas Bank Ltd. 1,433,248
---------------
2,727,809
---------------
SOUTH AFRICA: 1.2%
130,300 L Gold Fields Ltd. ADR 1,325,151
---------------
1,325,151
---------------
SPAIN: 2.7%
81,793 Banco Bilbao Vizcaya
Argentaria SA 1,079,526
123,800 @ Telefonica SA 1,841,714
---------------
2,921,240
---------------
SWEDEN: 2.5%
26,500 Atlas Copco AB 929,648
331,000 Skandia Forsakrings AB 1,299,832
40,800 Swedish Match AB 411,234
---------------
2,640,714
---------------
SWITZERLAND: 5.9%
41,800 @ Credit Suisse Group 1,473,284
4,165 Nestle SA 1,053,617
12,100 Novartis AG 539,395
19,280 Novartis AG 863,744
12,000 Roche Holding AG 1,258,678
15,100 UBS AG 1,073,164
---------------
6,261,882
---------------
UNITED KINGDOM: 15.8%
278,000 BP PLC 2,403,353
91,300 British American Tobacco PLC 1,384,315
168,400 Diageo PLC 2,259,171
8,100 GlaxoSmithKline PLC ADR 340,200
68,225 GlaxoSmithKline PLC 1,411,927
72,100 @ Imperial Tobacco Group PLC 1,596,966
116,375 Kingfisher PLC 584,558
835,900 Legal & General Group PLC 1,386,002
80,200 Provident Financial PLC 1,024,011
64,700 Rio Tinto PLC 1,419,292
126,900 Severn Trent PLC 1,762,062
586,173 Vodafone Group PLC 1,424,112
---------------
16,995,969
---------------
UNITED STATES: 0.9%
16,000 Schlumberger Ltd. 936,480
---------------
936,480
---------------
Total Common Stock
(Cost $91,059,113) 102,909,842
---------------
</Table>
<Table>
<Caption>
PRINCIPAL
AMOUNT VALUE
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENT: 2.7%
$ 2,921,000 Goldman Sachs Repurchase
Agreement dated 04/30/04,
1.030%, due 05/03/04,
$2,921,251 to be received upon
repurchase (Collateralized by
Federal Farm Credit Bank
5.625%, Market Value
$2,979,560, due 06/15/06) $ 2,921,000
---------------
Total Repurchase Agreement
(Cost $2,921,000) 2,921,000
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$93,980,113)* 99.0% $ 105,830,842
OTHER ASSETS AND
LIABILITIES-NET 1.0 1,049,503
----- ---------------
NET ASSETS 100.0% $ 106,880,345
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
L Loaned security, a portion or all of the security is on loan at April 30,
2004.
* Cost for federal income tax purposes is $94,046,163. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 13,381,182
Gross Unrealized Depreciation (1,596,503)
---------------
Net Unrealized Appreciation $ 11,784,679
===============
</Table>
See Accompanying Notes to Financial Statements
76
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Agriculture 3.7%
Airlines 0.6
Auto Manufacturers 1.0
Auto Parts and Equipment 0.6
Banks 16.9
Beverages 2.1
Building Materials 2.0
Chemicals 0.5
Cosmetics/Personal Care 1.1
Diversified Financial Services 5.1
Electric 3.2
Electrical Components and Equipment 1.6
Electronics 4.5
Engineering and Construction 1.3
Entertainment 1.1
Environmental Control 0.5
Food 1.9
Forest Products and Paper 1.4
Gas 0.8
Hand/Machine Tools 1.6
Healthcare-Products 0.6
Home Builders 1.0
Insurance 3.9
Leisure Time 1.0
Machinery-Construction and Mining 0.9
Mining 2.5
Miscellaneous Manufacturing 3.4
Oil and Gas 8.3
Oil and Gas Services 1.4
Pharmaceuticals 7.2
Real Estate 1.7
Retail 4.5
Semiconductors 1.0
Telecommunications 5.8
Water 1.6
Repurchase Agreement 2.7
Other Assets and Liabilities, Net 1.0
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
77
<Page>
ING INTERNATIONAL PORTFOLIO OF INVESTMENTS
SMALLCAP GROWTH FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 97.6%
AUSTRALIA: 1.5%
533,092 BHP Steel Ltd. $ 2,263,791
1,652,200 @ Pacific Brands Ltd. 2,935,314
---------------
5,199,105
---------------
AUSTRIA: 2.2%
24,471 @ Erste Bank Der
Oesterreichischen
Sparkassen AG 3,662,436
122,976 @ Wienerberger AG 4,017,137
---------------
7,679,573
---------------
BELGIUM: 1.6%
22,400 Colruyt SA 2,409,974
75,100 @ UCB SA 3,005,080
---------------
5,415,054
---------------
BERMUDA: 0.9%
126,800 Frontline Ltd. 3,299,364
---------------
3,299,364
---------------
CANADA: 7.6%
258,900 Abitibi-Consolidated, Inc. 1,807,264
190,100 AGF Management Ltd. 2,557,244
174,900 @ CI Fund Management, Inc. 2,066,624
107,900 @ Cognos, Inc. 3,402,087
81,700 @ Cott Corp. 2,480,412
108,400 IPSCO, Inc. 1,962,669
63,400 @ Precision Drilling Corp. 3,036,860
117,000 @ RONA, Inc. 2,518,233
302,000 @ SunOpta Inc 2,835,780
127,000 Teck Cominco Ltd. 1,879,258
122,800 @ Westjet Airlines Ltd. 2,080,524
---------------
26,626,955
---------------
DENMARK: 2.2%
146,600 H Lundbeck A/S 2,975,547
53,450 ISS A/S 2,669,142
39,500 @ Jyske Bank 2,080,689
---------------
7,725,378
---------------
FINLAND: 2.0%
37,400 Nokian Renkaat OYJ 3,137,888
133,400 Tietoenator OYJ 3,973,855
---------------
7,111,743
---------------
FRANCE: 5.6%
42,400 Cie Generale D'Optique
Essilor Intl. SA 2,480,873
71,000 Dassault Systemes SA 2,898,897
308,200 Elior 2,756,140
13,000 IPSOS 1,337,869
171,500 @ JC Decaux SA 3,597,757
78,500 Neopost SA 4,329,639
21,100 @ Vinci SA 2,053,848
---------------
19,455,023
---------------
GERMANY: 4.4%
50,000 Continental AG 2,160,753
91,700 @ GPC Biotech AG 1,374,071
105,800 @ Hochtief AG 2,993,143
147,900 Hypo Real Estate Holding 4,024,610
164,200 MG Technologies AG 2,407,296
122,300 @ Singulus Technologies $ 2,455,676
---------------
15,415,549
---------------
GREECE: 1.3%
57,400 Coca Cola Hellenic
Bottling Co. SA 1,522,043
195,710 Cosmote Mobile
Communications SA 3,143,747
---------------
4,665,790
---------------
HONG KONG: 1.8%
10,942,000 @ First Pacific Co. 2,553,199
300,000 Kerry Properties Ltd. 436,550
964,000 Kingboard Chemicals Holdings 1,816,816
250,000 Wing Hang Bank Ltd. 1,586,579
---------------
6,393,144
---------------
IRELAND: 3.2%
390,700 Anglo Irish Bank Corp. PLC 6,393,016
250,000 Grafton Group PLC 1,849,077
147,300 Kerry Group Plc 2,825,222
---------------
11,067,315
---------------
ITALY: 4.5%
95,100 Banco Popolare di
Verona e Novara Scrl 1,582,340
320,700 @ Bulgari S.p.A. 3,048,611
274,000 Buzzi Unicem S.p.A. 3,636,035
177,600 @ Fondiaria-Sai SpA 3,919,463
382,900 Saipem S.p.A. 3,589,401
---------------
15,775,850
---------------
JAPAN: 24.8%
97,700 Aoyama Trading Co. Ltd. 2,257,578
863,000 Bank of Yokohama Ltd. 4,715,591
128,500 @ C&S Co. Ltd. 2,922,704
138,300 @ Familymart Co. Ltd. 3,972,732
20,800 Funai Electric Co. Ltd. 3,094,885
96,300 @ Hitachi Software
Engineering Co. Ltd. 2,377,939
57,700 Hogy Medical Co. Ltd. 2,948,919
117,500 Hokuto Corp. 1,840,945
121,800 JSR Corp. 2,566,128
200,000 Kamigumi Co. Ltd. 1,386,435
428,000 Kinden Corp. 2,621,793
3,016,000 @ Kobe Steel Ltd. 4,181,487
69,800 @ Komeri Co. Ltd. 1,910,163
292,000 Leopalace21 Corp. 4,892,464
1,682,000 Marubeni Corp. 4,237,198
214,700 Marui Co. Ltd. 3,369,674
822,000 Mitsui
Mining & Smelting Co. Ltd. 3,463,640
145,000 Nippon Electric Glass Co. Ltd. 3,416,248
98,400 Pioneer Corp. 2,808,754
268,000 @ Sega Corp. 2,807,376
548,000 Sumitomo Bakelite Co. Ltd. 3,590,268
255,000 Taiyo Yuden Co. Ltd. 4,263,287
843,000 The Bank of Fukuoka Ltd. 4,438,248
550,000 The Sumitomo
Trust & Banking Co. Ltd. 3,309,320
149,000 Toho Gas Co. Ltd. 492,819
2,206 UMC Japan 1,999,003
98,900 Uni-Charm Corp. 4,678,157
186,000 @ Victor Co. of Japan Ltd. 2,039,418
---------------
86,603,173
---------------
</Table>
See Accompanying Notes to Financial Statements
78
<Page>
ING INTERNATIONAL PORTFOLIO OF INVESTMENTS
SMALLCAP GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
LUXEMBOURG: 2.1%
1,426,100 @ Gemplus Intl. SA $ 3,299,416
80,100 @ SBS Broadcasting SA 2,522,349
48,349 Tenaris SA ADR 1,449,987
---------------
7,271,752
---------------
NETHERLANDS: 1.7%
114,500 @ ASM Intl. NV 2,374,550
238,266 Vedior NV ADR 3,461,740
---------------
5,836,290
---------------
NORWAY: 1.8%
227,400 @ Golar LNG Ltd. 2,941,925
332,600 Smedvig ASA 3,175,677
---------------
6,117,602
---------------
RUSSIA: 0.7%
26,000 @ Vimpel-Communications ADR 2,333,760
---------------
2,333,760
---------------
SINGAPORE: 1.3%
3,641,000 @ Hi-P Intl. Ltd. 2,632,126
2,000,000 Singapore Exchange Ltd. 1,916,013
---------------
4,548,139
---------------
SOUTH KOREA: 2.8%
458,400 Daegu Bank 2,629,251
50,800 Kumho Electric Co. Ltd. 2,589,031
18,600 Samsung SDI Co. Ltd. 2,377,807
69,400 You Eal Electronics Co. Ltd. 2,288,985
---------------
9,885,074
---------------
SPAIN: 1.3%
71,350 @ Fadesa SA 1,107,627
220,300 Red Electrica de Espana 3,583,638
---------------
4,691,265
---------------
SWEDEN: 2.9%
159,100 Alfa Laval AB 2,395,002
89,600 @ Autoliv, Inc. ADR 3,811,793
964,200 Skandia Forsakrings AB 3,786,398
---------------
9,993,193
---------------
SWITZERLAND: 4.6%
34,316 @ Actelion Ltd. 3,764,809
4,792 Geberit AG 2,912,306
70,000 @ Micronas Semiconductor Hold 3,258,137
29,686 @ Nobel Biocare Holding AG 4,023,843
45,430 Saurer AG 2,049,711
---------------
16,008,806
---------------
THAILAND: 0.8%
10,174,000 Krung Thai Bank PCL 2,720,865
---------------
2,720,865
---------------
UNITED KINGDOM: 14.0%
531,600 @ Acambis PLC 2,997,851
2,020,700 @ Aggregate Industries PLC 3,171,342
141,100 Barratt Developments PLC 1,542,617
342,000 Burberry Group PLC 2,350,151
387,800 @ Celltech Group PLC 2,890,104
257,800 Close Brothers Group PLC 3,744,249
190,000 Daily Mail & General Trust 2,259,177
358,500 @ De Vere Group PLC 2,860,880
678,200 EMI Group PLC $ 3,102,954
162,800 Man Group PLC 4,873,317
891,200 @ Premier Farnell PLC 3,982,664
468,200 Punch Taverns PLC 4,525,075
1,242,200 SMG PLC 2,533,304
833,500 Taylor Woodrow PLC 4,168,239
47,000,000 @ Telewest Communications PLC 1,250,222
314,900 United Business Media PLC 2,568,789
---------------
48,820,935
---------------
Total Common Stock
(Cost $273,624,421) 340,660,697
---------------
PREFERRED STOCK: 1.2%
GERMANY: 1.2%
213,750 ProSieben SAT.1 Media AG 4,157,816
---------------
Total Preferred Stock
(Cost $2,071,961) 4,157,816
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$275,696,382)* 98.8% $ 344,818,513
OTHER ASSETS AND
LIABILITIES-NET 1.2 4,140,980
----- ---------------
NET ASSETS 100.0% $ 348,959,493
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
* Cost for federal income tax purposes is $277,672,873. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 72,412,539
Gross Unrealized Depreciation (5,266,899)
---------------
Net Unrealized Appreciation $ 67,145,640
===============
</Table>
See Accompanying Notes to Financial Statements
79
<Page>
ING INTERNATIONAL PORTFOLIO OF INVESTMENTS
SMALLCAP GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Advertising 1.4%
Agriculture 0.5
Airlines 0.6
Apparel 0.7
Auto Parts and Equipment 2.6
Banks 10.7
Beverages 1.1
Biotechnology 0.4
Building Materials 3.0
Chemicals 2.3
Commercial Services 2.2
Computers 2.1
Cosmetics/Personal Care 1.4
Distribution/Wholesale 1.2
Diversified Financial Services 4.4
Electric 1.0
Electrical Components and Equipment 1.6
Electronics 4.0
Engineering and Construction 2.2
Entertainment 0.9
Food 2.3
Food Service 0.8
Forest Products & Paper 0.5
Gas 0.1
Healthcare-Products 2.7
Holding Companies-Diversified 1.4
Home Builders 1.7
Home Furnishings 1.4
Household Products/Wares 0.8
Insurance 2.2
Iron/Steel 2.4
Lodging 0.8
Machinery-Diversified 1.3
Media 4.0
Mining 2.4
Miscellaneous Manufacturing 1.4
Office/Business Equipment 1.2
Oil and Gas 0.9
Oil and Gas Services 2.4
Pharmaceuticals 4.5
Real Estate 1.8
Retail 7.6
Semiconductors 2.2
Software 2.5
Telecommunications 2.6
Toys/Games/Hobbies 0.8
Transportation 1.8
Other Assets and Liabilities, Net 1.2
-----
NET ASSETS 100.0%
=====
</Table>
At April 30, 2004, the following forward currency exchange contracts were
outstanding for the ING International SmallCap Growth Fund:
<Table>
<Caption>
IN
SETTLEMENT EXCHANGE UNREALIZED
CURRENCY BUY/SELL DATE FOR VALUE APPRECIATION
- ---------------- -------- ---------- ---------- --------- ------------
Swiss Franc USD
CHF 442,209 Buy 05/03/04 442,209 444,119 $ 1,910
Euro
EUR 342,647 Buy 05/03/04 342,647 346,244 3,597
Euro
EUR 1,386,206 Buy 05/03/04 1,386,206 1,400,758 14,552
Canadian Dollar
CAD 344,553 Sell 05/03/04 250,730 250,538 191
------------
$ 20,250
============
</Table>
See Accompanying Notes to Financial Statements
80
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL VALUE FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 95.6%
BELGIUM: 1.1%
1,317,000 Interbrew $ 39,563,678
---------------
39,563,678
---------------
BRAZIL: 4.9%
10,027,700 Centrais Eletricas
Brasileiras SA ADR 52,758,738
2,415,900 Petroleo Brasileiro
SA - Petrobras ADR 60,276,705
402,867 L Tele Centro Oeste Celular
Participacoes SA 3,448,542
2,532,786 L Tele Norte Leste
Participacoes SA ADR 29,988,186
1,208,600 L Telecomunicacoes
Brasileiras SA ADR 34,578,045
---------------
181,050,216
---------------
FRANCE: 3.3%
3,554,700 @ Alcatel SA 52,966,820
1,463,100 Michelin (C.G.D.E.) 68,472,098
---------------
121,438,918
---------------
GERMANY: 9.6%
2,302,720 @ Bayerische Hypo-und
Vereinsbank AG 39,942,889
5,377,300 @ Deutsche Telekom AG 92,307,523
1,391,188 E.ON AG 92,223,323
411,200 @ Hypo Real Estate Holding 11,189,451
737,800 Schering AG 38,650,036
1,775,200 Volkswagen AG 78,141,146
---------------
352,454,368
---------------
HONG KONG: 0.9%
3,160,236 Jardine Matheson
Holdings Ltd. 31,918,384
---------------
31,918,384
---------------
ITALY: 2.7%
20,025,100 Banca Intesa S.p.A. 66,254,227
10,329,085 @ Telecom Italia S.p.A. 33,121,916
---------------
99,376,143
---------------
JAPAN: 22.6%
1,851,800 Daiichi Pharmaceutical
Co. Ltd. 32,453,275
12,859,700 Hitachi Ltd. 90,310,974
6,438 Japan Tobacco, Inc. 51,454,995
4,914,000 Matsushita Electric Industrial
Co. Ltd. 72,181,541
3,262 Millea Holdings, Inc. 46,407,866
10,636,000 Mitsubishi Heavy
Industries Ltd. 29,299,479
7,376 Mitsubishi Tokyo Financial
Group, Inc. 65,635,739
4,932,000 Mitsui Sumitomo Insurance
Co. Ltd. 46,435,123
9,623,000 Nippon Oil Corp. 53,017,842
13,125 Nippon Telegraph &
Telephone Corp. 68,981,922
1,049,000 Ono Pharmaceutical Co. Ltd. 45,056,953
3,822,000 Sankyo Co. Ltd. 70,825,880
11,494 Sumitomo Mitsui Financial
Group, Inc. 86,865,081
937,600 TDK Corp. $ 66,950,188
---------------
825,876,858
---------------
MEXICO: 1.6%
342,182 @,L Cemex SA de CV ADR 10,077,260
1,471,160 @ Telefonos de Mexico SA de
CV ADR 50,225,402
---------------
60,302,662
---------------
NETHERLANDS: 5.4%
1,411,000 Akzo Nobel NV 51,419,803
1,344,451 @ European Aeronautic
Defense and Space Co. 34,006,133
7,031,641 @ Koninklijke Ahold NV 54,452,650
883,600 @ Unilever NV ADR 58,204,052
---------------
198,082,638
---------------
NEW ZEALAND: 1.9%
19,516,744 @ Telecom Corp. of
New Zealand Ltd. 69,095,759
---------------
69,095,759
---------------
PORTUGAL: 2.0%
6,709,676 Portugal Telecom SGPS SA 72,791,377
---------------
72,791,377
---------------
RUSSIA: 1.4%
477,800 @ LUKOIL ADR 51,960,750
---------------
51,960,750
---------------
SINGAPORE: 3.4%
3,652,191 @ DBS Group Holdings Ltd. 30,695,190
6,060,800 @,# DBS Group Holdings Ltd. ADR 50,938,599
6,239,000 Overseas-Chinese Banking Corp. 44,369,156
---------------
126,002,945
---------------
SOUTH KOREA: 2.4%
4,339,595 L Korea Electric Power Corp. 40,748,797
2,550,500 KT Corp. ADR 47,184,250
---------------
87,933,047
---------------
SPAIN: 7.4%
7,054,133 Banco Bilbao Vizcaya
Argentaria SA 93,102,379
3,584,570 Repsol YPF SA 75,498,555
6,806,060 @ Telefonica SA 101,250,545
---------------
269,851,479
---------------
SWITZERLAND: 4.9%
323,800 Nestle SA 81,911,461
91,700 Swisscom AG 28,466,181
446,274 @ Zurich Financial Services AG 70,558,515
---------------
180,936,157
---------------
UNITED KINGDOM: 19.5%
3,107,600 Abbey National PLC 24,936,851
22,621,100 BAE Systems PLC 84,142,148
4,901,200 British American Tobacco PLC 74,313,283
12,269,781 BT Group PLC 38,839,438
73,550,657 @,L Corus Group PLC 48,259,874
15,012,600 Friends Provident PLC 37,538,156
3,727,000 @ GlaxoSmithKline PLC 77,130,857
</Table>
See Accompanying Notes to Financial Statements
81
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL VALUE FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
UNITED KINGDOM (CONTINUED)
18,801,490 Imperial Chemical
Industries PLC $ 73,102,087
78,261,262 @,L Invensys PLC 27,063,214
15,774,951 Marks & Spencer Group PLC 77,280,195
12,610,356 Morrison WM Supermarkets 53,558,792
35,348,000 Royal & Sun Alliance
Insurance Group 50,304,611
4,168,373 SABmiller PLC 45,239,303
---------------
711,708,809
---------------
VENEZUELA: 0.6%
1,216,822 Cia Anonima Nacional
Telefonos de Venezuela-
CANTV ADR 23,302,141
---------------
23,302,141
---------------
Total Common Stock
(Cost $3,270,744,515) 3,503,646,329
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$3,270,744,515)* 95.6% $ 3,503,646,329
OTHER ASSETS AND
LIABILITIES-NET 4.4 162,736,141
----- ---------------
NET ASSETS 100.0% $ 3,666,382,470
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
# 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.
L Loaned security, a portion or all of the security is on loan at April 30,
2004.
* Cost for federal income tax purposes is $3,272,737,193. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 576,002,933
Gross Unrealized Depreciation (345,093,797)
---------------
Net Unrealized Appreciation $ 230,909,136
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Aerospace/Defense 3.2%
Agriculture 3.4
Auto Manufacturers 2.1
Auto Parts & Equipment 1.9
Banks 14.0
Beverages 2.3
Building Materials 0.3
Chemicals 3.4
Computers 1.8
Electric 5.1
Electrical Components & Equipment 2.5
Food 6.8
Holding Companies-Diversified 0.9
Home Furnishings 2.0
Insurance 6.9
Iron/Steel 1.3
Media 0.0
Miscellaneous Manufacturing 1.5
Oil and Gas 6.6
Pharmaceuticals 7.2
Retail 2.1
Telecommunications 20.3
Other Assets and Liabilities, Net 4.4
-----
NET ASSETS 100.0%
=====
</Table>
At April 30, 2004, the following forward currency exchange contracts were
outstanding for the ING International Value Fund:
<Table>
<Caption>
IN UNREALIZED
SETTLEMENT EXCHANGE APPRECIATION
CURRENCY BUY/SELL DATE FOR VALUE (DEPRECIATION)
- ---------------- -------- ---------- ---------- ----------- --------------
Japanese Yen USD
JPY 871,780,560 Sell 05/07/04 7,921,893 $ 7,901,535 $ 20,359
Pound Sterling
GBP 3,172,209 Sell 05/05/04 5,627,023 5,622,757 4,265
Euro
EUR 2,195,295 Sell 05/03/04 2,588,252 2,631,617 (43,364)
Pound Sterling
GBP 514,464 Sell 05/04/04 912,197 912,333 (136)
---------
$ (18,876)
=========
</Table>
See Accompanying Notes to Financial Statements
82
<Page>
PORTFOLIO OF INVESTMENTS
ING PRECIOUS METALS FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 99.7%
AUSTRALIA: 7.0%
500,000 Newcrest Mining Ltd. $ 4,116,534
2,500,000 @,I Oxiana Resources NL 1,480,508
---------------
5,597,042
---------------
CANADA: 49.9%
403,500 Agnico-Eagle Mines Ltd. 4,890,420
163,500 @ Alamos Gold, Inc. 229,453
240,000 Barrick Gold Corp. 4,615,200
300,000 @ Crystallex Intl. Corp 669,696
138,600 Eldorado Gold Corp. 346,689
358,000 @ Gabriel Resources Ltd. 645,584
900,000 @ Gammon Lake Resources, Inc. 5,261,589
264,400 @ Glamis Gold Ltd. 3,800,321
277,800 Goldcorp, Inc. 3,104,735
663,600 Iamgold Corp. 3,204,003
684,997 @ Kinross Gold Corp. 3,782,969
160,000 @ Meridian Gold, Inc. 1,604,363
600,000 @ Miramar Mining Corp. 885,466
233,500 Placer Dome, Inc. 3,269,000
7,000,000 @ Queenstake Resources Ltd. 3,257,590
200,000 @ Shore Gold, Inc. 285,039
---------------
39,852,117
---------------
PERU: 3.2%
120,000 @ Cia de Minas Buenaventura SA 2,596,800
---------------
2,596,800
---------------
SOUTH AFRICA: 18.5%
95,000 Anglogold Ltd. 2,984,900
326,055 @ Avgold Ltd. 360,916
50,000 Gold Fields Ltd. 504,942
400,000 Gold Fields Ltd. ADR 4,068,000
200,000 Harmony Gold Mining Co.
Ltd. ADR 2,208,000
42,000 Impala Platinum Holdings Ltd. 2,858,868
564,000 Mvelaphanda Resources Ltd. 1,784,530
---------------
14,770,156
---------------
UNITED KINGDOM: 3.9%
157,500 Lonmin Public Ltd. Co. 2,776,290
40,000 @ Peter Hambro Mining PLC 367,441
---------------
3,143,731
---------------
UNITED STATES: 17.2%
125,000 Freeport-McMoRan
Copper & Gold, Inc. 3,812,500
450,000 @ Hecla Mining Co. 2,578,500
85,000 Newmont Mining Corp. 3,179,000
250,000 @ Randgold Resources Ltd. 4,177,500
---------------
13,747,500
---------------
Total Common Stock
(Cost $72,324,991) 79,707,346
---------------
WARRANTS: 0.1%
CANADA: 0.1%
17,500 @ Agnico-Eagle Mines Ltd.,
Expires 11/14/2007 $ 47,600
90,000 @ Kinross Gold Corp.,
Expires 12/05/2007 49,082
---------------
96,682
---------------
Total Warrants
(Cost $81,525) 96,682
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$72,406,516)* 99.8% $ 79,804,028
OTHER ASSETS AND
LIABILITIES-NET 0.2 134,706
----- ---------------
NET ASSETS 100.0% $ 79,938,734
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
I Illiquid security
* Cost for federal income tax purposes is $72,448,666. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 12,573,768
Gross Unrealized Depreciation (5,218,406)
---------------
Net Unrealized Appreciation $ 7,355,362
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Gold Mining 1.3%
Metal-Diversified 1.1
Mining 85.9
Precious Metals 7.4
Wine and Distilled Beverages 4.1
Other Assets and Liabilities, Net 0.2
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
83
<Page>
PORTFOLIO OF INVESTMENTS
ING RUSSIA FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 91.8%
AIRLINES: 0.9%
2,446,350 @,I Aeroflot $ 2,372,960
---------------
2,372,960
---------------
BANKS: 5.9%
75,000 @ OTP Bank Rt. GDR 2,831,250
34,000 Sberbank RF 12,818,000
---------------
15,649,250
---------------
BEVERAGES: 0.9%
311,000 @,I Sun Interbrew Ltd. 2,488,000
---------------
2,488,000
---------------
COSMETICS/PERSONAL CARE: 0.2%
26,315 @ Kalina 499,985
---------------
499,985
---------------
ELECTRIC: 9.9%
4,200,000 @,I Konakovskaya Gres 2,289,000
5,000,000 Lenenergo 2,800,000
40,000,000 Mosenergo 3,132,000
66,000,000 @ Unified Energy System 17,839,800
---------------
26,060,800
---------------
ENGINEERING AND CONSTRUCTION: 0.5%
155,000 @ United Heavy Machinery
Uralmash-Izhora Group 1,255,500
---------------
1,255,500
---------------
FOOD: 0.8%
127,000 @ Wimm-Bill-Dann Foods OJSC 2,157,730
---------------
2,157,730
---------------
GAS: 1.2%
88,500 OAO Gazprom ADR 3,115,200
---------------
3,115,200
---------------
INVESTMENT COMPANIES: 1.3%
270,000 @ Vostok Nafta Investment Ltd. 3,357,572
---------------
3,357,572
---------------
IRON/STEEL: 4.0%
50,000 Cherepovets MK Severstal 7,350,000
3,800 @ Novolipetsk Ferrous Metal FA 3,154,000
---------------
10,504,000
---------------
METAL FABRICATE/HARDWARE: 1.0%
35,000 @ Verkhnaya Salda Metallurgical
Production Association 2,625,000
---------------
2,625,000
---------------
MINING: 8.7%
230,000 @ Celtic Resources Holdings PLC 1,662,085
23,000 @ Eureka Mining PLC 50,984
355,000 MMC Norilsk Nickel 21,122,500
---------------
22,835,569
---------------
OIL AND GAS: 40.9%
29,900,000 Achinsk Refinery $ 1,480,050
302,000 LUKOIL ADR 32,842,500
4,270,000 Sibneft 12,810,000
415,000 Surgutneftegaz ADR 13,570,500
232,000 Tatneft ADR 6,032,000
1,710,000 Tyumen Oil Co. 4,275,000
3,300,000 Yukos 36,696,000
---------------
107,706,050
---------------
TELECOMMUNICATIONS: 15.6%
7,750,000 Central Telecommunications Co. 2,828,750
50,000 Golden Telecom, Inc. 1,413,500
78,000 Mobile Telesystems 8,420,880
200,000 @ Moscow City Telephone 2,970,000
3,500,000 North-West Telecom 2,019,500
1,220,000 Rostelecom 2,647,400
60,600,000 Sibirtelecom 2,830,020
15,409,869 Southern Telecommunication Co. 1,356,068
104,962,293 Uralsvyazinform 3,799,635
97,000 @ Vimpel-Communications ADR 8,706,720
1,500,000 Volgatelecom 4,260,000
---------------
41,252,473
---------------
Total Common Stock
(Cost $177,943,008) 241,880,089
---------------
PREFERRED STOCK: 3.6%
ELECTRIC: 0.6%
6,000,000 Unified Energy System 1,515,000
---------------
1,515,000
---------------
PIPELINES: 1.9%
6,300 Transneft 5,166,000
---------------
5,166,000
---------------
TELECOMMUNICATIONS: 1.1%
71,082,514 Uralsvyazinform 1,755,738
558,030 Volgatelecom 1,121,640
---------------
2,877,378
---------------
Total Preferred Stock
(Cost $5,747,832) 9,558,378
---------------
MUTUAL FUNDS: 2.5%
EQUITY FUND: 2.5%
365,000 @,I Novy Neft II Ltd.,
Expires 06/01/04 3,869,000
180,000 @,I Novy Neft Ltd.,
Expires 07/01/04 2,637,000
---------------
Total Mutual Funds
(Cost $5,991,120) 6,506,000
---------------
WARRANTS: 0.1%
EQUITY FUND: 0.1%
57,500 @ Novy Neft Ltd. 145,763
150,000 @ Novy Neft Ltd. 114,750
---------------
Total Warrants
(Cost $0) 260,513
---------------
</Table>
See Accompanying Notes to Financial Statements
84
<Page>
PORTFOLIO OF INVESTMENTS
ING RUSSIA FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$189,681,960)* 98.0% $ 258,204,980
OTHER ASSETS AND
LIABILITIES-NET 2.0 5,402,847
----- ---------------
NET ASSETS 100.0% $ 263,607,827
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
I Illiquid Security
* Cost for federal income tax purposes is $190,615,592. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 69,692,499
Gross Unrealized Depreciation (2,103,111)
---------------
Net Unrealized Appreciation $ 67,589,388
===============
</Table>
See Accompanying Notes to Financial Statements
85
<Page>
PORTFOLIO OF INVESTMENTS
ING GLOBAL EQUITY DIVIDEND FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 85.9%
AUSTRALIA: 6.3%
7,400 Australia & New Zealand
Banking Group Ltd. $ 99,243
22,700 Foster's Group Ltd. 80,166
6,300 Suncorp-Metway Ltd. 60,968
5,000 TABCorp. Holdings Ltd. 47,629
27,500 Telstra Corp. Ltd. 94,933
3,900 Wesfarmers Ltd. 80,498
26,700 Westfield America Trust 42,036
37,200 Westfield Trust 109,075
---------------
614,548
---------------
BELGIUM: 1.6%
1,900 Belgacom SA 57,624
4,300 Fortis 93,608
---------------
151,232
---------------
BERMUDA: 0.4%
1,600 Frontline Ltd. 41,632
---------------
41,632
---------------
BRAZIL: 0.7%
2,400 Cia Energetica de Minas Gerais ADR 36,984
1,700 Uniao de Bancos Brasileiros SA 33,320
---------------
70,304
---------------
CANADA: 3.2%
4,400 BCE, Inc. 88,272
5,900 GlaxoSmithKline PLC 122,101
4,740 TransCanada Corp. 93,576
---------------
303,949
---------------
CHINA: 0.9%
190,000 Petrochina Co. Ltd. 82,823
---------------
82,823
---------------
DENMARK: 1.8%
4,100 Danske Bank A/S 92,134
2,400 TDC A/S 81,575
---------------
173,709
---------------
FINLAND: 2.1%
5,000 Fortum OYJ 56,042
5,300 Sampo OYJ 50,764
5,000 UPM-Kymmene OYJ 92,184
---------------
198,990
---------------
FRANCE: 2.1%
1,138 Lafarge SA 94,811
1,927 Peugeot SA 103,534
---------------
198,345
---------------
GERMANY: 1.2%
1,200 E.ON AG 79,549
1,100 Volkswagen AG 32,966
---------------
112,515
---------------
GREECE: 0.7%
1,800 Greek Organization of Football
Prognostics SA 34,351
2,500 Hellenic Telecommunications
Organization SA 36,382
---------------
70,733
---------------
HONG KONG: 3.2%
27,000 Citic Pacific Ltd. $ 66,117
20,000 CLP Holdings Ltd. 106,413
7,500 Hang Seng Bank Ltd. 95,195
18,000 Hong Kong Exchanges and Clearing Ltd. 36,001
---------------
303,726
---------------
INDONESIA: 0.4%
43,000 Telekomunikasi Indonesia Tbk PT 39,416
---------------
39,416
---------------
ITALY: 5.5%
6,400 ENI-Ente Nazionale Idrocarburi S.p.A. 130,117
4,500 Riunione Adriatica di Sicurta S.p.A. 82,426
70,000 Seat Pagine Gialle S.p.A. 30,964
21,300 Snam Rete Gas S.p.A. 94,474
16,800 TIM S.p.A. 95,862
19,500 Unicredito Italiano S.p.A. 90,931
---------------
524,774
---------------
NETHERLANDS: 1.2%
2,400 Royal Dutch Petroleum Co. 116,720
---------------
116,720
---------------
NEW ZEALAND: 1.0%
28,200 Telecom Corp. of New Zealand Ltd. 99,837
---------------
99,837
---------------
NORWAY: 1.0%
15,400 DnB Holding ASA 97,652
---------------
97,652
---------------
SOUTH AFRICA: 3.1%
33,200 Firstrand Ltd. 45,818
1,270 Impala Platinum Holdings Ltd. 86,447
62,000 Sanlam Ltd 78,077
5,560 Sasol Ltd. 83,445
---------------
293,787
---------------
SPAIN: 2.1%
6,310 Acesa Infraestructuras SA 105,368
5,050 Endesa SA 92,561
---------------
197,929
---------------
SWEDEN: 2.6%
5,000 Foreningssparbanken AB 93,266
2,300 Holmen AB 64,880
2,700 Sandvik AB 87,827
---------------
245,973
---------------
THAILAND: 0.6%
26,300 Advanced Info Service PCL 57,846
---------------
57,846
---------------
TURKEY: 0.8%
12,430,000 Tupras Turkiye Petrol Rafine 78,865
---------------
78,865
---------------
UNITED KINGDOM: 13.8%
6,000 Alliance & Leicester PLC 89,005
5,550 BOC Group PLC 89,219
7,000 Diageo PLC 93,909
</Table>
See Accompanying Notes to Financial Statements
86
<Page>
PORTFOLIO OF INVESTMENTS
ING GLOBAL EQUITY DIVIDEND FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
UNITED KINGDOM (CONTINUED)
25,600 Dixons Group PLC $ 70,481
8,200 Gallaher Group PLC 97,938
29,600 Hays PLC 61,940
14,700 Hilton Group PLC 64,780
6,200 HSBC Holdings PLC 88,838
11,600 Kelda Group PLC 95,450
17,400 Kingfisher PLC 87,401
52,400 Legal & General Group PLC 86,884
11,900 Lloyds TSB Group PLC 88,949
13,000 National Grid Transco PLC 98,612
20,900 Rank Group PLC 117,861
21,600 Tomkins PLC 103,614
---------------
1,334,881
---------------
UNITED STATES: 29.3%
2,300 Altria Group, Inc. 127,374
2,200 Ameren Corp. 96,184
3,300 American Capital Strategies Ltd. 86,625
1,326 Bank of America Corp. 106,730
5,650 Bristol-Myers Squibb Co. 141,815
2,600 Cinergy Corp. 98,644
3,700 Conagra Foods, Inc. 106,893
2,450 Deluxe Corp. 101,210
3,141 DTE Energy Co. 122,562
700 Eagle Materials, Inc. 45,990
2,350 Eastman Chemical Co. 100,040
2,100 FirstEnergy Corp. 82,110
2,090 General Motors Corp. 99,108
2,490 JP Morgan Chase & Co. 93,624
1,602 Kerr-McGee Corp. 78,386
3,230 Keycorp 95,931
2,100 Kinder Morgan Energy Partners LP 86,163
2,850 National City Corp. 98,810
2,230 Progress Energy, Inc. 95,377
3,520 Provident Financial PLC 44,944
1,200 Rayonier, Inc. 46,800
1,600 RJ Reynolds Tobacco Holdings, Inc. 103,632
1,500 Russ Berrie & Co., Inc. 42,795
2,500 Saks, Inc. 36,000
4,600 Sara Lee Corp. 106,168
5,000 SBC Communications, Inc. 124,500
3,350 Southern Co. 96,346
3,350 Union Planters Corp. 93,130
2,700 UST, Inc. 100,467
2,120 Verizon Communications, Inc. 80,009
2,200 Washington Mutual, Inc. 86,658
---------------
2,825,025
---------------
VENEZUELA: 0.3%
1,400 Cia Anonima Nacional Telefonos
de Venezuela - CANTV ADR 26,810
---------------
26,810
---------------
Total Common Stock
(Cost $8,133,967) 8,262,021
---------------
REAL ESTATE INVESTMENT TRUSTS: 8.5%
NETHERLANDS: 0.5%
755 Rodamco Europe NV 43,769
---------------
43,769
---------------
UNITED STATES: 8.0%
2,200 Annaly Mortgage Management, Inc. $ 38,060
1,000 Developers Diversified Realty Corp. 32,750
2,400 Duke Realty Corp. 69,984
1,300 Equity Office Properties Trust 32,721
3,400 Equity Residential 93,364
2,200 Health Care Property
Investors, Inc. 52,580
1,500 Hospitality Properties Trust 58,620
2,850 Istar Financial, Inc. 101,289
1,300 Kimco Realty Corp. 55,562
1,900 Mack-Cali Realty Corp. 70,965
1,200 Simon Property Group, Inc. 57,852
1,550 Thornburg Mortgage, Inc. 40,114
1,400 Vornado Realty Trust 70,630
---------------
774,491
---------------
Total Real Estate Investment Trusts
(Cost $859,635) 818,260
---------------
WARRANTS: 2.9%
INDIA: 0.8%
7,600 @ Hindustan Petroleum Corp.,
Expires 07/15/2004 78,736
---------------
78,736
---------------
LUXEMBOURG: 0.6%
16,700 @ Canara Bank, Expires 08/25/2006 62,124
---------------
62,124
---------------
TAIWAN: 1.5%
50,000 @ Acer Inc., Expires 07/15/2004 70,500
81,000 @ China Steel Corp., Expires 08/20/2004 72,090
---------------
142,590
---------------
Total Warrants
(Cost $254,008) 283,450
---------------
9,363,731
TOTAL INVESTMENTS IN SECURITIES
(COST $9,247,610)* 97.3% $ 9,363,731
OTHER ASSETS AND LIABILITIES-NET 2.7 258,775
----- ---------------
NET ASSETS 100.0% $ 9,622,506
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
REITs Real Estate Investment Trusts
* Cost for federal income tax purposes is $9,247,118. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 419,828
Gross Unrealized Depreciation (303,215)
---------------
Net Unrealized Appreciation $ 116,613
===============
</Table>
See Accompanying Notes to Financial Statements
87
<Page>
PORTFOLIO OF INVESTMENTS
ING GLOBAL EQUITY DIVIDEND FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Agriculture 4.4%
Auto Manufacturers 2.4
Banks 15.9
Beverages 1.8
Building Materials 1.5
Chemicals 2.0
Commercial Services 4.0
Computers 0.7
Diversified Financial Services 2.4
Electric 11.1
Entertainment 1.6
Food 2.2
Forest Products & Paper 2.1
Gas 1.0
Hand/Machine Tools 0.9
Holding Companies-Diversified 1.8
Household Products/Wares 0.4
Insurance 2.6
Investment Companies 0.9
Iron/Steel 0.7
Media 0.3
Mining 0.9
Miscellaneous Manufacturing 0.8
Oil and Gas 6.8
Pharmaceuticals 2.7
Pipelines 1.9
Real Estate 1.5
REITs 8.5
Retail 2.0
Savings and Loans 0.9
Telecommunications 9.2
Transportation 0.4
Water 1.0
Other Assets and Liabilities, Net 2.7
-----
NET ASSETS 100.0%
=====
</Table>
At April 30, 2004 the following forward foreign currency contracts were
outstanding for the Global Equity Dividend Fund.
<Table>
<Caption>
IN
SETTLEMENT EXCHANGE
CURRENCY BUY/SELL DATE FOR VALUE DEPRECIATION
- -------- -------- ---------- -------- ----- ------------
EUR USD
Euro 1,123 Sell 05/03/2004 1,324 1,346 $ (22)
EUR
Euro 1,894 Sell 05/03/2004 2,233 2,270 (37)
AUD
Australian
Dollar 1,894 Sell 05/04/2004 2,549 2,581 (32)
CAD
Canadian
Dollar 1,894 Sell 05/03/2004 687 688 (1)
SEK
Swedish
Krona 1,894 Sell 05/04/2004 3,165 3,198 (33)
------------
$ (125)
============
</Table>
See Accompanying Notes to Financial Statements#
88
<Page>
PORTFOLIO OF INVESTMENTS
ING GLOBAL REAL ESTATE FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 61.8%
AUSTRALIA: 9.6%
200,000 Centro Properties Group $ 574,870
439,000 General Property Trust 954,306
370,000 Investa Property Group 494,345
515,000 Macquarie Goodman Industrial Trust 617,408
630,000 Ronin Property Group 505,034
146,800 Stockland 548,117
425,000 Westfield America Trust 669,117
60,000 Westfield Holdings Ltd. 614,014
422,600 Westfield Trust 1,239,118
---------------
6,216,329
---------------
BELGIUM: 1.4%
22,000 Warehouses De Pauw SCA 883,481
---------------
883,481
---------------
CANADA: 3.5%
5,500 Boardwalk Equities, Inc. 62,989
20,000 MI Developments, Inc. 516,000
100,000 O&Y Real Estate Investment Trust 839,847
80,100 RioCan Real Estate Investment Trust 856,186
---------------
2,275,022
---------------
FRANCE: 3.4%
13,628 Gecina SA 1,016,137
12,400 Unibail 1,171,326
---------------
2,187,463
---------------
HONG KONG: 9.5%
171,000 Cheung Kong Holdings Ltd. 1,309,937
400,000 Hang Lung Group Ltd. 556,425
120,000 Henderson Land Development 538,475
450,000 Hongkong Land Holdings Ltd. 778,500
300,000 Hysan Development Co. Ltd. 496,167
235,000 Sun Hung Kai Properties Ltd. 2,018,641
170,000 Wharf Holdings Ltd. 466,422
---------------
6,164,567
---------------
ITALY: 0.9%
750,000 Beni Stabili S.p.A. 552,026
---------------
552,026
---------------
JAPAN: 10.2%
75 Japan Retail Fund Investment Corp. 496,806
30,000 Joint Corp. 633,410
237,000 Mitsubishi Estate Co. Ltd. 2,802,637
147,000 Mitsui Fudosan Co. Ltd. 1,618,459
92,000 Sumitomo Realty & Development Co. Ltd. 1,032,921
---------------
6,584,233
---------------
NETHERLANDS: 4.6%
15,000 Corio NV 603,273
14,000 Eurocommercial Properties NV 394,390
30,000 Nieuwe Steen Investments Funds NV 575,402
14,600 Rodamco Europe NV 846,386
7,500 Wereldhave NV 575,402
---------------
2,994,853
---------------
SINGAPORE: 0.7%
130,000 City Developments Ltd. $ 466,073
---------------
466,073
---------------
SPAIN: 2.0%
49,700 @ Fadesa SA 771,536
22,000 Inmobiliaria Colonial 548,813
---------------
1,320,349
---------------
UNITED KINGDOM: 10.2%
150,000 British Land Co. PLC 1,727,700
103,500 Capital & Regional PLC 893,855
91,000 Hammerson PLC 1,077,186
97,650 Land Securities Group PLC 1,897,932
25,556 Pillar Property PLC 247,674
106,000 Slough Estates PLC 828,037
---------------
6,672,384
---------------
UNITED STATES: 5.8%
33,100 @ Gaylord Entertainment Co. 1,037,354
42,000 Hilton Hotels Corp. 734,580
49,900 Starwood Hotels & Resorts Worldwide, Inc. 1,985,521
---------------
3,757,455
---------------
Total Common Stock
(Cost $34,498,485) 40,074,235
---------------
REAL ESTATE INVESTMENT TRUSTS: 34.5%
UNITED STATES: 34.5%
28,100 Archstone-Smith Trust 770,783
24,900 Arden Realty, Inc. 702,678
28,900 BNP Residential Properties, Inc. 364,140
24,000 Boston Properties, Inc. 1,128,000
28,500 Camden Property Trust 1,206,120
27,300 Corporate Office Properties Trust Sbi MD 555,555
25,000 Developers Diversified Realty Corp. 818,750
40,000 General Growth Properties, Inc. 1,084,400
21,500 Health Care REIT, Inc. 686,710
106,200 Hersha Hospitality Trust 1,009,962
59,000 Keystone Property Trust 1,200,060
29,600 Liberty Property Trust 1,081,880
25,400 Macerich Co. 1,063,498
30,000 Mack-Cali Realty Corp. 1,120,500
52,400 Maguire Properties, Inc. 1,194,196
25,400 Mills Corp. 1,031,240
20,000 New Plan Excel Realty Trust 448,800
61,300 Omega Healthcare Investors, Inc. 567,025
20,000 Post Properties, Inc. 537,800
35,000 Prentiss Properties Trust 1,121,400
30,000 Prologis 882,600
27,700 Regency Centers Corp. 1,050,107
24,600 Simon Property Group, Inc. 1,185,966
61,000 Trizec Properties, Inc. 873,520
37,000 United Dominion Realty Trust, Inc. 664,150
---------------
22,349,840
---------------
Total Real Estate Investment Trusts
(Cost $22,386,709) 22,349,840
---------------
</Table>
See Accompanying Notes to Financial Statements
89
<Page>
PORTFOLIO OF INVESTMENTS
ING GLOBAL REAL ESTATE FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
TOTAL INVESTMENTS IN SECURITIES
(COST $56,885,194)* 96.3% $ 62,424,075
OTHER ASSETS AND LIABILITIES-NET 3.7 2,428,028
----- ---------------
NET ASSETS 100.0% $ 64,852,103
===== ===============
</Table>
@ Non-income producing security
REITs Real Estate Investment Trusts
* Cost for federal income tax purposes is $57,490,936. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 6,820,042
Gross Unrealized Depreciation (1,886,903)
---------------
Net Unrealized Appreciation $ 4,933,139
===============
</Table>
At April 30, 2004, the following forward currency exchange contract was
outstanding for the ING Global Real Estate Fund:
<Table>
<Caption>
IN
SETTLEMENT EXCHANGE
CURRENCY BUY/SELL DATE FOR VALUE DEPRECIATION
- -------- -------- ---------- -------- --------- ------------
EUR USD
EUR616,280 Buy 05/04/04 740,091 $ 738,768 $ (1,323)
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Real Estate Holding Companies-Diversified 0.7%
Real Estate Hotels and Motels 4.2
Real Estate Management/Services 9.9
Real Estate Operations/Development 36.7
Real Estate Property Trust 8.7
Real Estate Resorts/Theme Parks 1.6
REITS-Apartments 4.9
REITS-Diversified 4.1
REITS-Health Care 3.5
REITS-Office Property 10.3
REITS-Regional Malls 6.7
REITS-Shopping Centers 3.6
REITS-Warehouse/Industrial 1.4
Other Assets and Liabilities, Net 3.7
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
90
<Page>
PORTFOLIO OF INVESTMENTS
ING WORLDWIDE GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
COMMON STOCK: 94.9%
AUSTRALIA: 0.4%
66,500 QBE Insurance Group Ltd. $ 559,506
---------------
559,506
---------------
BELGIUM: 0.5%
31,600 Fortis 687,912
---------------
687,912
---------------
BERMUDA: 1.0%
46,500 Tyco Intl., Ltd. 1,276,425
---------------
1,276,425
---------------
CANADA: 1.9%
26,532 Encana Corp. 1,037,936
51,900 @ GlaxoSmithKline PLC 1,074,079
30,100 Methanex Corp 335,964
---------------
2,447,979
---------------
CHILE: 0.2%
12,400 Banco Santander Chile SA ADR 309,504
---------------
309,504
---------------
DENMARK: 0.9%
31,400 Danske Bank A/S 705,612
12,500 TDC A/S 424,869
---------------
1,130,481
---------------
FINLAND: 1.1%
43,200 Nokia OYJ ADR 605,232
47,800 UPM-Kymmene OYJ 881,280
---------------
1,486,512
---------------
FRANCE: 3.4%
17,000 Lafarge SA 1,416,327
10,500 Schneider Electric SA 707,384
8,167 Societe Generale 680,420
8,820 Total SA 1,631,415
---------------
4,435,546
---------------
GERMANY: 2.8%
14,650 Deutsche Boerse AG 803,449
19,200 RWE AG 834,332
27,600 Siemens AG 1,981,827
---------------
3,619,608
---------------
GREECE: 1.7%
48,800 Alpha Bank A.E. 1,520,978
38,000 Greek Organization of Football
Prognostics SA 725,198
---------------
2,246,176
---------------
HONG KONG: 0.4%
889,000 Giordano Intl., Ltd. 510,048
---------------
510,048
---------------
HUNGARY: 0.7%
46,800 OTP Bank Rt. 872,640
---------------
872,640
---------------
INDIA: 0.7%
61,900 ICICI Bank Ltd. 959,450
---------------
959,450
---------------
IRELAND: 0.9%
29,600 Irish Life & Permanent PLC $ 458,442
112,490 @ Ryanair Holdings PLC 647,269
---------------
1,105,711
---------------
ISRAEL: 0.5%
11,500 Teva Pharmaceutical Industries ADR 707,940
---------------
707,940
---------------
ITALY: 0.3%
45,500 Saipem S.p.A. 426,528
---------------
426,528
---------------
JAPAN: 11.1%
58,000 Amano Corp. 444,112
67,600 Chugai Pharmaceutical Co. Ltd. 1,022,989
29,500 Familymart Co. Ltd. 847,402
138,000 Hitachi Ltd. 969,145
86,500 Imperial Tobacco Group PLC1, 915,916
62,000 JGC Corp. 549,463
10,500 Kyocera Corp. 868,697
53,200 Marui Co. Ltd. 834,964
65 Mitsubishi Tokyo Financial Group, Inc. 578,406
39,000 NEC Corp. 306,402
125,000 Nikko Cordial Corp. 711,341
160 Nippon Telegraph & Telephone Corp. 840,923
76,000 Nomura Holdings, Inc. 1,234,126
160 NTT Docomo, Inc. 317,521
31,700 Omron Corp 772,715
15,200 Otsuka Kagu Ltd. 552,327
64,000 Sekisui House Ltd. 678,537
39,400 Shimano, Inc. 922,922
5,500 Takeda Chemical Industries Ltd. 221,784
93,000 Toshiba Corp. 427,267
35,800 Toyota Motor Corp. 1,294,386
---------------
14,395,429
---------------
LUXEMBOURG: 0.7%
41,450 @ Rio Tinto 909,269
---------------
909,269
---------------
MALAYSIA: 1.9%
331,100 AMMB Holdings BHD 336,328
33,200 British American Tobacco Malaysia BHD 419,368
417,500 Malayan Banking BHD 1,153,618
609,361 Public Bank BHD 548,425
---------------
2,457,739
---------------
MEXICO: 0.5%
241,700 Wal-Mart de Mexico SA de CV 706,846
---------------
706,846
---------------
NETHERLANDS: 2.9%
51,400 @ ASML Holding NV 818,259
35,223 Koninklijke Philips Electronics NV 959,322
27,600 Royal Dutch Petroleum Co. 1,342,282
12,100 Royal Dutch Petroleum Co. ADR 588,786
---------------
3,708,649
---------------
</Table>
See Accompanying Notes to Financial Statements
91
<Page>
PORTFOLIO OF INVESTMENTS
ING WORLDWIDE GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- --------------------------------------------------------------------------------
NEW ZEALAND: 0.4%
68,400 Fisher & Paykel Healthcare Corp. $ 556,195
---------------
556,195
---------------
NORWAY: 0.3%
105,700 Tomra Systems ASA 425,262
---------------
425,262
---------------
SINGAPORE: 1.5%
489,000 CapitaLand Ltd. 462,717
43,000 DBS Group Holdings Ltd. 361,398
136,300 United Overseas Bank Ltd. 1,097,482
---------------
1,921,597
---------------
SOUTH AFRICA: 0.4%
53,900 Gold Fields Ltd. ADR 548,163
---------------
548,163
---------------
SPAIN: 1.5%
55,988 Banco Bilbao Vizcaya Argentaria SA 738,945
81,700 Telefonica SA 1,215,412
---------------
1,954,357
---------------
SWEDEN: 1.5%
18,300 Atlas Copco AB 641,983
203,500 Skandia Forsakrings AB 799,141
53,000 Swedish Match AB 534,201
---------------
1,975,325
---------------
SWITZERLAND: 3.1%
28,300 Credit Suisse Group 997,463
3,020 Nestle SA 763,967
12,380 Novartis AG 551,877
4,800 Roche Holding AG 503,471
16,500 UBS AG 1,172,663
---------------
3,989,441
---------------
UNITED KINGDOM: 6.2%
147,800 BP PLC 1,277,753
54,600 British American Tobacco PLC 827,860
123,000 Diageo PLC 1,650,106
110,250 Kingfisher PLC 553,792
649,000 Legal & General Group PLC 1,076,104
277,222 Vodafone Group PLC 673,513
---------------
7,975,044
---------------
UNITED STATES: 45.5%
9,000 3M Co. 778,320
6,400 Allergan, Inc. 563,520
7,500 Altria Group, Inc. 415,350
17,700 American Intl. Group 1,268,205
22,600 @ Amgen, Inc. 1,271,702
9,600 @ Amphenol Corp. 303,456
33,800 Apache Corp. 1,415,206
52,600 @ Applied Materials, Inc. 958,898
17,400 Astoria Financial Corp. 598,908
13,250 @ Barr Laboratories, Inc. 548,815
14,715 @ Biogen IDEC, Inc. 868,185
22,200 @ Boston Scientific Corp. 914,418
13,300 Capital One Financial Corp. 871,549
16,000 Carnival Corp. 682,720
34,400 @ Cendant Corp. 814,592
15,200 @ Chico's FAS, Inc. 619,096
100,800 @ Cisco Systems, Inc. $ 2,103,696
18,300 Citigroup, Inc. 880,047
22,800 @ Comcast Corp., Special A 660,972
56,500 @ Corning, Inc. 623,195
15,600 Countrywide Financial Corp. 925,080
11,300 Deere & Co. 768,852
58,530 @ DIRECTV Group, Inc. 1,047,687
13,200 @ eBay, Inc. 1,053,624
15,300 @ Electronic Arts, Inc. 774,486
41,200 Gap, Inc. 906,812
8,600 General Dynamics Corp. 805,132
100,000 General Electric Co. 2,995,000
9,600 Goldman Sachs Group, Inc. 928,800
50,500 Halliburton Co. 1,504,900
15,800 Harley-Davidson, Inc. 889,856
38,000 Hewlett-Packard Co. 748,600
48,700 Intel Corp. 1,253,051
10,500 International Business Machines Corp. 925,785
11,700 Lehman Brothers Holdings, Inc. 858,780
14,200 Lockheed Martin Corp. 677,340
19,200 Medtronic, Inc. 968,832
14,600 Merck & Co., Inc. 686,200
81,700 Microsoft Corp. 2,121,749
14,900 @ National Semiconductor Corp. 607,771
20,700 @ Navistar Intl. Corp. 934,605
34,400 @ Nextel Communications, Inc. 820,784
29,900 @ Nvidia Corp. 614,146
53,000 @ Oracle Corp. 594,660
14,300 PepsiCo, Inc. 779,207
109,500 Pfizer, Inc. 3,915,720
22,800 @ Pharmaceutical Resources, Inc. 918,840
3,300 Procter & Gamble Co. 348,975
87,800 @ Provident Financial PLC 1,121,050
29,400 Rockwell Automation, Inc. 961,086
11,000 Schlumberger Ltd. 643,830
28,700 Sherwin-Williams Co. 1,092,035
22,450 Texas Instruments, Inc. 563,495
7,500 United Technologies Corp. 646,950
16,100 UnitedHealth Group, Inc. 989,828
24,000 Wal-Mart Stores, Inc. 1,368,000
12,900 Walt Disney Co. 297,087
63,500 @ Western Digital Corp. 513,080
34,800 @ Yahoo!, Inc. 1,756,008
17,900 @ Zimmer Holdings, Inc. 1,429,315
---------------
58,917,885
---------------
Total Common Stock
(Cost $103,221,459) 123,223,170
---------------
REAL ESTATE INVESTMENT TRUSTS: 0.3%
REAL ESTATE INVESTMENT TRUSTS: 0.3%
59 Japan Retail Fund Investment Corp. 390,821
---------------
Total Real Estate Investment
Trusts (Cost $379,591) 390,821
---------------
MUTUAL FUNDS: 1.2%
UNITED STATES: 1.2%
67,500 Consumer Staples Select Sector SPDR Fund 1,568,025
---------------
Total Mutual Funds
(Cost $1,437,750) 1,568,025
---------------
</Table>
See Accompanying Notes to Financial Statements
92
<Page>
PORTFOLIO OF INVESTMENTS
ING WORLDWIDE GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
NUMBER OF
CONTRACTS VALUE
- --------------------------------------------------------------------------------
OPTIONS: 0.0%
UNITED STATES: 0.0%
9,600 Goldman Sachs Call, $125 strike
price, expires 10/16/04 $ 2,880
---------------
Total Options
(Cost $11,808) 2,880
---------------
Total Long-Term Investments
(Cost $105,050,608) 125,184,896
---------------
<Caption>
PRINCIPAL
AMOUNT VALUE
- --------------------------------------------------------------------------------
REPURCHASE AGREEMENT: 3.6%
$ 4,674,000 Morgan Stanley Repurchase Agreement dated
04/30/04, 1.030%, due 5/1/04, $4,674,401
to be received upon repurchase
(Collateralized by $4,680,000 Federal Home
Loan Mortgage Corporation, 4.750 - 5.125%,
Market Value $4,775,135 due 12/08/10 -
07/15/12) $ 4,674,000
---------------
Total Repurchase Agreements
(Cost $4,674,000) 4,674,000
---------------
TOTAL INVESTMENTS IN SECURITIES
(COST $109,724,608)* 100.0% $ 129,858,896
OTHER ASSETS AND LIABILITIES-NET (0.0) (10,368)
----- ---------------
NET ASSETS 100.0% $ 129,848,528
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
* Cost for federal income tax purposes is $110,477,260. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 21,693,775
Gross Unrealized Depreciation (2,312,139)
---------------
Net Unrealized Appreciation $ 19,381,636
===============
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------------------------
Aerospace/Defense 1.6%
Agriculture 3.2
Airlines 0.5
Auto Manufacturers 1.7
Banks 9.9
Beverages 1.9
Biotechnology 1.6
Building Materials 1.1
Chemicals 1.1
Commercial Services 0.6
Computers 1.7
Cosmetics/Personal Care 0.3
Diversified Financial Services 6.8
Electric 0.6
Electrical Components and Equipment 1.0
Electronics 2.5
Engineering & Construction 0.4
Entertainment 0.6
Environmental Control 0.3
Equity Fund 1.2
Food 0.6
Forest Products & Paper 0.7
Hand/Machine Tools 0.5
Healthcare-Products 3.0
Healthcare-Services 0.8
Home Builders 0.5
Insurance 2.8
Internet 2.2
Leisure Time 1.9
Machinery-Construction and Mining 0.5
Machinery-Diversified 1.3
Media 1.5
Mining 1.1
Miscellaneous Manufacturing 5.7
Oil and Gas 5.6
Oil and Gas Services 2.0
Pharmaceuticals 8.3
Real Estate 0.4
REITs 0.3
Retail 5.3
Savings and Loans 0.5
Semiconductors 3.7
Software 2.7
Telecommunications 5.9
Repurchase Agreement 3.6
Other Assets and Liabilities, Net 0.0
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
93
<Page>
PORTFOLIO OF INVESTMENTS
ING WORLDWIDE GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
At April 30, 2004 the following forward foreign currency contracts were
outstanding for the ING Worldwide Growth Fund.
<Table>
<Caption>
IN
SETTLEMENT EXCHANGE
CURRENCY BUY/SELL DATE FOR VALUE DEPRECIATION
- -------- -------- ---------- -------- ------- ------------
GBP USD
British
Pound 200,781 Sell 05/04/2004 356,888 355,920 $ (968)
</Table>
CALL OPTIONS WRITTEN:
<Table>
<Caption>
SHARES
COMMON EXPIRATION STRIKE SUBJECT TO
STOCK DATE PRICE CALL VALUE
- ------ ---------- ------ ---------- -------
Goldman Sachs 10/07/04 $ 125 9,600 $ 1,440
</Table>
See Accompanying Notes to Financial Statements
94
<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 THE TIME DURING THE OVERSEEN HELD BY
AND AGE GISTRANT(S) SERVED(1) PAST FIVE YEARS BY TRUSTEE TRUSTEE
------- ----------- --------- --------------- ---------- -------
INDEPENDENT TRUSTEES
Paul S. Doherty Trustee October 1999 - President and Partner, 117 University of
7337 E. Doubletree Ranch Rd. Present Doherty, Wallace, Massachusetts
Scottsdale, Arizona 85258 Pillsbury and Murphy, Foundation Board
Born: 1934 P.C., Attorneys (1996 - (April 2004 - Present)
Present).
J. Michael Earley Trustee February 2002 - President and Chief 117 None
7337 E. Doubletree Ranch Rd. Present Executive Officer,
Scottsdale, Arizona 85258 Bankers Trust Company,
Born: 1945 N.A. (1992 - Present).
R. Barbara Gitenstein Trustee February 2002 - President, College of 117 New Jersey Resources
7337 E. Doubletree Ranch Rd. Present New Jersey (1999 - (September 2003 -
Scottsdale, Arizona 85258 Present). Present)
Born: 1948
Walter H. May Trustee October 1999 - Retired. Formerly, 117 Trustee, Best Prep
7337 E. Doubletree Ranch Rd. Present Trustee of each of the Charity (1991 -
Scottsdale, Arizona 85258 funds managed by Present) - Charitable
Born: 1936 Northstar Investment organization.
Management Corporation
(1996 - 1999).
Jock Patton Trustee October1999 - Private Investor 117 Director, Hypercom, Inc.
7337 E. Doubletree Ranch Rd. Present (ING (June 1997 - Present). (January 1999 -
Scottsdale, Arizona 85258 May-flower Formerly, Director and Present); JDA Software
Born: 1945 Trust) May Chief Executive Officer, Group, Inc. (January
1999 - Present Rainbow Multimedia 1999 - Present); BG
(ING Mutual Group, Inc. Associates, Inc.
Funds) (January 1999 -
December 2001);
Director of Stuart
Entertainment, Inc.;
Director of Artisoft, Inc.
(1994 - 1998).
David W.C. Putnam Trustee October 1999 - President and Director, 117 Anchor International
7337 E. Doubletree Ranch Rd. Present F.L. Putnam Securities Bond Trust (December
Scottsdale, Arizona 85258 Company, Inc. and its 2000 - 2002); F.L.
Born: 1939 affiliates (1978 - Putnam Foundation
Present); President, (December 2000 -
Secretary and Trustee, Present); Progressive
The Principled Equity Capital Accumulation
Market Fund (1996 - Trust (August 1998 -
Present). Present); Principled
Equity Market Fund
(November 1996 -
Present); Mercy
Endowment Foundation
(1995 - 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 1998 - Present);
and an Honorary Trustee,
Mercy Hospital (1973 -
Present).
</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 THE TIME DURING THE OVERSEEN HELD BY
AND AGE GISTRANT(S) SERVED(1) PAST FIVE YEARS BY TRUSTEE TRUSTEE
------- ----------- --------- --------------- ---------- -------
Blaine E. Rieke Trustee February 2001 - General Partner, 117 Trustee, Morgan Chase
7337 E. Doubletree Ranch Rd. Present Huntington Partners Trust Co. (January
Scottsdale, Arizona 85258 (January 1997 - 1998 - Present);
Born: 1933 Present). Chairman of Director, Members Trust
the Board and Trustee Co. (November 2003 -
of each of the funds Present).
managed by ING
Investment
Management Co. LLC
(November 1998 -
February 2001).
Roger B. Vincent Trustee February 2002 - President, Springwell 117 Director, AmeriGas
7337 E. Doubletree Ranch Rd. Present Corporation (1989 - Propane, Inc. (1998 -
Scottsdale, Arizona 85258 Present). Formerly, Present).
Born: 1945 Director Tatham
Offshore, Inc. (1996 -
2000).
Richard A. Wedemeyer Trustee October 1999 - Retired. Formerly, Vice 117 Touchstone Consulting
7337 E. Doubletree Ranch Rd. Present (ING President - Finance Group (1997 - Present);
Scottsdale, Arizona 85258 May-flower and Administration, Jim Henson Legacy
Born: 1936 Trust) February Channel Corporation (1994 - Present).
2001 - Present (1996 - 2002); Trustee,
(ING Mutual First Choice Funds
Funds) (1997 - 2001); and of
each of the funds
managed by ING
Investment
Management Co. LLC
(1998 - 2001).
TRUSTEES WHO ARE "INTERESTED
PERSONS"
Thomas J. McInerney(2) Trustee February 2001 - Chief Executive Officer, 170 Director, Equitable Life
7337 E. Doubletree Ranch Rd. Present ING U.S. Financial Insurance Co., Golden
Scottsdale, Arizona 85258 Services (September American Life Insurance
Born: 1956 2001 - present); Co., Life Insurance
Member, ING Americas Company of Georgia,
Executive Committee Midwestern United Life
(2001 - present); Insurance Co., ReliaStar
President, Chief Life Insurance Co.,
Executive Officer and Security Life of Denver,
Director of Northern Security Connecticut
Life Insurance Company Life Insurance Co.,
(2001 - present), ING Southland Life
Aeltus Holding Insurance Co., USG
Company, Inc. (2000 - Annuity and Life
present), ING Retail Company and United
Holding Company Life and Annuity
(1998 - present). Insurance Co. Inc.
Formerly, General (March 2001 - Present);
Manager and Chief Member of the Board,
Executive Officer, ING Bushnell Performing
Worksite Division Arts Center; St. Francis
(December 2000 - Hospital; National
October 2001), Conference of
President, ING-SCI, Inc. Community Justice; and
(August 1997 - Metro Atlanta Chamber
December 2000); of Commerce.
President, Aetna
Financial Services
(August 1997 - December
2000).
</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 THE TIME DURING THE OVERSEEN HELD BY
AND AGE GISTRANT(S) SERVED(1) PAST FIVE YEARS BY TRUSTEE TRUSTEE
------- ----------- --------- --------------- ---------- -------
John G. Turner(3) Chairman October 1999 - Chairman, Hillcrest Capital 117 Director, Hormel Foods
7337 E. Doubletree Ranch Rd. and Present Partners (May 2002 - Corporation (March
Scottsdale, Arizona 85258 Trustee Present); Formerly, Vice 2000 - Present); Shopko
Born: 1939 Chairman of ING Americas Stores, Inc. (August
(2000 - 2002); Chairman and 1999 - Present); and
Chief Executive Officer of M.A. Mortenson
ReliaStar Financial Corp. Company (March 2002 -
(1993 - 2001); Chairman of Present); Conseco, Inc.
ReliaStar Life Insurance (September 2003 -
Company of New York (1995 - Present).
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,
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, ING Investments, LLC(2)
Scottsdale, Arizona 85258 (December 2001 - Present).
Born: 1949 Chief Operating February 2002 - Formerly, Senior Executive Vice
Officer present President and Chief Operating
Officer, ING Investments, LLC(2)
(April 1995 - December 2000); and
Executive Vice President, ING
Investments, LLC(2) (May 1998 - June
2000).
Michael J. Roland Executive Vice February 2002 - Executive Vice President, Chief
7337 E. Doubletree Ranch Rd. President and present Financial Officer and Treasurer,
Scottsdale, Arizona 85258 Assistant Secretary ING Investments, LLC(2) (December
Born: 1958 2001 - Present). Formerly, Senior
Principal Financial May 1999 - Vice President, ING Investments,
Officer present LLC(2) (June 1998 - December
2001).
Stanley D. Vyner Executive Vice May 1999 - Executive Vice President, ING
7337 E. Doubletree Ranch Rd. President present Investments, LLC(2) and certain of
Scottsdale, Arizona 85258 its affiliates (July 2000 - Present)
Born: 1950 and Chief Investment Risk Officer
(June 2003 - Present); Formerly, Chief
Investment Officer for the International
Portfolios, ING Investments, LLC(2) (July
1996 - June 2003); and President and Chief
Executive Officer, ING Investments, LLC(2)
(August 1996 - August 2000).
Robert S. Naka Senior Vice November 1999 - Senior Vice President and Assistant
7337 E. Doubletree Ranch Rd. President present Secretary, ING Investments, LLC(2)
Scottsdale, Arizona 85258 (October 2001 - Present).
Born: 1963 Assistant Secretary May 1999 - Formerly, Senior Vice President
Present and Assistant Secretary, ING Funds
Services, LLC(3) (February 1997 -
August 1999).
Kimberly A. Anderson Senior Vice President November 2003 - Senior Vice President and Assistant
7337 E. Doubletree Ranch Rd. present Secretary, ING Investments, LLC(2)
Scottsdale, Arizona 85258 (October 2003 - Present). Formerly,
Born: 1964 Vice President and Assistant
Secretary, ING Investments, LLC(2) (October
2001 - October 2003); Secretary, ING
Investments, LLC(2) (October 2001 - August
2003); Assistant Vice President, ING Funds
Services, LLC(3) (November 1999 - January
2001); and has held various other positions
with ING Funds Services, LLC(3) for more than
the last five years.
Robyn L. Ichilov Vice President and May 1999 - present Vice President, ING Funds Services,
7337 E. Doubletree Ranch Rd. Treasurer LLC(3) (October 2001 - Present) and
Scottsdale, Arizona 85258 ING Investments, LLC(2) (August
Born: 1967 1997 - Present).
J. David Greenwald Vice President August 2003 - present Vice President of Mutual Fund
7337 E. Doubletree Ranch Rd. Compliance, ING Funds Services,
Scottsdale, Arizona 85258 LLC(3) (May 2003 - Present).
Born: 1957 Formerly, Assistant Treasurer and
Director of Mutual Fund Compliance and
Operations, 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(4) (July 1995 -
Born: 1954 Present); Vice President (February
1996 - Present) and Chief Compliance Officer
(October 2001 - Present), ING Investments,
LLC(2).
</Table>
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<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
------- ------------------- -------------- ---------------
Huey P. Falgout, Jr. Secretary August 2003 - present Chief Counsel, ING U.S. Financial
7337 E. Doubletree Ranch Rd. Services (September 2003 -
Scottsdale, Arizona 85258 Present). Formerly, Counsel, ING
Born: 1963 U.S. Financial Services (November
2002 - September 2003); and Associate General
Counsel of AIG American General (January 1999
- November 2002).
Todd Modic Vice President August 2003 - present Vice President of Financial
7337 E. Doubletree Ranch Rd. Reporting - Fund Accounting of
Scottsdale, Arizona 85258 ING Fund Services, LLC(3)
Born: 1967 (September 2002 - Present).
Formerly, Director of Financial Reporting,
ING Investments, LLC(2) (March 2001 -
September 2002); Director of Financial
Reporting, Axient Communications, Inc. (May
2000 - January 2001); and Director of
Finance, Rural/Metro Corporation (March 1995
- May 2000).
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 - 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.
(2) ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING
Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim
Investments, Inc., which was previously known as Pilgrim Investments, Inc.
and before that was known as Pilgrim America Investments, Inc.
(3) ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING
Pilgrim Group, LLC is the sucessor in interest to ING Pilgrim Group, Inc.,
which was previously known as Pilgrim Group, Inc. and before that was known
as Pilgrim America Group, Inc.
(4) ING Funds Distributor, LLC is the sucessor in interest to ING Funds
Distributor, Inc., which was previously known as ING Pilgrim Securities,
Inc., and before that was known as Pilgrim Securities, Inc., and before that
was known as Pilgrim America Securities, Inc.
99
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<Page>
ING Funds Distributor, LLC offers the funds listed below. Before investing in a
fund, shareholders should carefully review the fund's prospectus. Investors may
obtain a copy of a prospectus of any ING Fund by calling (800) 992-0180.
DOMESTIC EQUITY GROWTH FUNDS
ING Growth Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Disciplined LargeCap Fund
ING SmallCap Opportunities Fund
ING Small Company 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 LargeCap Value Fund
ING MagnaCap Fund
ING MidCap Value Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING Value Opportunity Fund
DOMESTIC EQUITY AND INCOME FUNDS
ING Balanced Fund
ING Convertible Fund
ING Equity and Bond Fund
ING Equity 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 Lexington Money Market Fund*
ING Intermediate Bond Fund
ING National Tax Exempt Bond Fund
ING Money Market Fund*
ING Aeltus Money Market Fund*
STRATEGIC ALLOCATION FUNDS
ING Strategic Allocation Growth Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Income Fund
INTERNATIONAL EQUITY FUNDS
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 FUNDS
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Worldwide Growth Fund
ING Global Science and Technology Fund
LOAN PARTICIPATION FUND
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 85258-2034
ADMINISTRATOR
ING Funds Services, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
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
The Bank of New York
100 Colonial Center Parkway, Suite 300
Lake Mary, FL 32746
LEGAL COUNSEL
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006
INDEPENDENT AUDITORS
KPMG LLP
99 High Street
Boston, MA 02110-2371
FOR MORE COMPLETE INFORMATION ABOUT ANY ING FUND, PLEASE CALL YOUR INVESTMENT
PROFESSIONAL OR ING FUNDS DISTRIBUTOR, LLC AT (800) 992-0180 FOR A PROSPECTUS OR
LOG ON TO www.ingfunds.com. PLEASE READ THE PROSPECTUS CAREFULLY AND CONSIDER
THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF ANY FUND BEFORE
INVESTING. THE PROSPECTUS CONTAINS THIS INFORMATION AND OTHER FUND SPECIFIC
INFORMATION. THE FUND'S PROXY VOTING RECORD WILL BE AVAILABLE WITHOUT CHARGE ON
OR ABOUT AUGUST 31, 2004 ON THE FUND'S WEBSITE AT www.ingfunds.com AND ON THE
SEC'S WEBSITE www.sec.gov.
[ING FUNDS LOGO]
PRSAR-INTLABCM (0404-062804)
<Page>
SEMI-ANNUAL REPORT
APRIL 30, 2004
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]
<Page>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
<Table>
President's Letter 1
Market Perspective 3
Portfolio Managers' Reports 6
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 46
Trustee and Officer Information 66
</Table>
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PRESIDENT'S LETTER
- --------------------------------------------------------------------------------
[PHOTO OF JAMES M. HENNESSY]
JAMES M. HENNESSY
Dear Shareholder,
The past six months have been unpredictable for investors. Strong growth in the
overall economy coupled with questions concerning mutual fund trading practices
have challenged investors.
In general, economic activity has continued to increase, with the growth being
widespread. Personal consumption on goods and services is leading the recovery
supported by corporate purchases of equipment and software and by Government
spending on defense. Worries of possible interest rate increases, worsening
global turmoil and increasing oil prices have reversed the gains the market
realized in the first few months of 2004.
However, investors remain steadfast as nearly each of the last six months has
seen an overall increase in assets invested in mutual funds despite continuing
investigations into late trading and market timing issues at some of the largest
and most respected financial services companies in the country.
You should have received a letter from Thomas J. McInerney, the Chief Executive
Officer of ING U.S. Financial Services, which provided information about the
internal review ING management conducted regarding trading practices in ING
mutual fund products. If you did not receive a copy of the letter, please
contact Investor Service at 1-800-992-0180 and we will provide you with a copy.
I wish to thank you on behalf of everyone here at ING Funds for your continued
confidence. We look forward to helping you meet your investment goals in the
future.
Sincerely,
/s/ James M. Hennessy
James M. Hennessy
President
ING Funds
May 7, 2004
1
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<Page>
MARKET PERSPECTIVE: SIX MONTHS ENDED APRIL 30, 2004
- --------------------------------------------------------------------------------
OVERVIEW
In 2003, GLOBAL EQUITIES secured the first positive returns in three years with
a very strong last two months. But by the end of April 2004 markets had added
little more. For the whole six months global stocks returned 8.67% based on the
Morgan Stanley Capital International ("MSCI") World Index(1). Of this only about
0.97% was due to currency movements.
Among CURRENCIES the dollar occupied the financial spotlight for much of the
period. Increasingly impressive economic reports from the U.S. could not banish
fears about the trade and budget deficits. The currency was also kept under
pressure by continued political instability in the Middle East and the lurking
terrorist threat. The euro reached its all time record value against the dollar
of just under $1.30 in mid February, but then slipped back as interest rate
differentials started moving in the greenback's favor. For the six months the
euro appreciated just 2.8% against the dollar. The Japanese yen ("Y") had a
similar outcome, rising 2.1% against the dollar, but it was a bumpier path. The
difference was the Bank of Japan, which aggressively spent billions not just to
arrest the yen's ascent, but to drive it lower. The yen soared to a four-year
high of less than Y104 at one point before retreating for the same reasons as
the euro, causing the Bank abruptly to stop its intervention. It had bought
around $144 billion in the first quarter, not far short of the astonishing $180
billion total for 2003.
FIXED INCOME MARKET
Among U.S. FIXED INCOME classes the six months were somewhat kinder to
investment grade bonds than earlier months had been, as the apparent absence of
any inflationary pressures led to the belief that until they appeared, the
Federal Reserve would not raise interest rates. But by the end of April,
inflationary signals had duly arrived and all fixed income classes were
suffering. For the six months, the Lehman Brothers Aggregate Bond Index(2) of
investment grade bonds returned 1.25%, less than the average coupon. Within this
the Lehman Brothers Corporate Index(3) returned 1.68% for the period and the
Lehman Brothers Treasury Bond Index(4) 0.56%. High Yield Bonds were more
profitable: the Lehman Brothers U.S. Corporate High Yield Bond Index(5) rose
5.5%.
DOMESTIC EQUITY MARKET
The U.S. EQUITIES market returned 6.27% in the six months ended April 30, 2004,
based on the S&P 500 Index(6) including dividends. This implies a P/E level of
about 17.2 times 2004 earnings. Valuation levels after the tremendous rally
since March of 2003 were a continual cause for concern. Much of the acceleration
in gross domestic product ("GDP") and strength in consumer demand had come from
the effect of large tax cuts, the mortgage refinancing boom as interest rates
declined and an accommodative monetary policy even with very tame inflation.
Corporate profits had improved and balance sheets were repaired without
question, but this in large measure had been based on cost cutting and a lack of
hiring. Only in the last weeks of 2003 did the level of new unemployment claims
break convincingly below 400,000. This restrained employment costs because the
number of employees had been kept down and along with it their wage bargaining
power. Many commentators argued that all of these bullish forces were
unsustainable. The new year was rung in with manufacturing and service industry
activity as well as factory orders rising to multi-year high levels in February,
mostly held on to in March. Fourth quarter GDP growth was finalized at a strong
4.1%, confirming much improved corporate profits and investment. Productivity
for all of 2003 was robust at 4.4%. And therein lay the concern that would not
go away: the recovery had still carried a distinctly jobless look about it. In
all, only 134,000 new jobs had been reported in the first quarter of 2004, less
than the monthly amount needed to cover the natural increase in the workforce
alone. March ended with consumer confidence slipping and all eyes on the next
employment report two days later. It arrived with a bang as 308,000 jobs were
reported as having been created in March, with the numbers for earlier months
revised up. Initially stock prices rose. At last the final piece in the recovery
puzzle, jobs growth, was being put in place. But as the month wore on, a new
source of unease emerged as signs of inflation were seen within successive
economic reports. Finally, on April 29, the first quarter GDP report indicated
not only a healthy 4.2% annual rate of growth, but also an underlying core
inflation rate of 2%. At this level, the real Federal Funds rate was MINUS 1%,
surely not sustainable for long. The mounting evidence of inflation had already
started to weigh on markets and although the S&P 500 entered the last week of
April in positive territory for the month, losses on the last three trading days
wiped out those and almost all of 2004's gains at the same time. The days of
tiny short interest rates that had done so much to fuel the rally were numbered.
INTERNATIONAL EQUITY MARKETS
JAPAN rose 12.85% in dollars over the six months, according to the MSCI Japan
Index(7). At these levels the broad market was trading at about 18 1/2 times
earnings for the next 12 months. In the final weeks of 2003, commentators had
described a recovering
3
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MARKET PERSPECTIVE: SIX MONTHS ENDED APRIL 30, 2004
- --------------------------------------------------------------------------------
economy led by trade and not much else. The other major problem in Japan, a
banking system paralyzed by non-performing loans, was brought back to the fore
at the end of November when the Bank of Japan nationalized Ashikaga, a large
regional bank. At least in this case, unlike that of Resona earlier in 2003,
there was evidence of a new realism as shareholders were not bailed out. And as
2004 progressed it seemed that, at last, there were signs that Japanese business
and the economy were coming out of decade long stagnation. GDP growth for the
fourth quarter of 2003 was reported at a remarkable 1.6% over the previous
quarter, the best in 13 years. Importantly this was mostly due to domestic
business investment and consumer spending rather than foreign demand. Household
spending rose for the first time in five months and retail sales had their
biggest increase in nearly seven years. Prices were still falling: the national
core price index had been in broad decline since April of 1998. But even here,
there was a glimmer of hope in March as the index came in flat year over year.
Finally Japan's other major problem, non-performing loans in the banking system,
had been reduced to levels not seen since the mid 1980s, and still falling. In
the week ended March 19, 2004, global investors bought a record $10.8 billion of
Japanese stocks. But in April, doubts resurfaced about the extent to which the
export-led recovery was percolating through to domestic demand that would
sustain it. There was no doubting the export-led part. The reported trade
surplus was an all time record, while the lately weakening yen against the
dollar and by implication the Chinese yuan promised to keep the surplus high.
News from the domestic economy was mixed, however. Consumer confidence rose to
the highest and the unemployment rate to the lowest level in three years.
Industrial production was up by 7.7% in the year through March. However
household spending and retail sales fell back again, wages fell for the ninth
straight month and prices resumed their drift lower. Japan's economy and
corporate earnings were still growing, but for how long?
EUROPEAN EX UK markets gained 13.47% in dollars during the period, according to
the MSCI Europe ex UK Index(8). Markets in this region were trading on average
at about 15.4 times 2004 earnings at the end of April. A shallow European
business recovery dependent on exports, vulnerable to a strong euro with little
domestic demand in sight was the theme throughout. As our period started, the
main news was the collapse of the European Union's stability pact, by which
countries must confine their budget deficits to no more than 3% of GDP. Serial
offenders, France and Germany, simply refused to comply. This at least
facilitated tax reductions in those two countries to boost domestic demand,
while modest reforms in France to the state pension system and in Germany to
lower social security costs and improve labor flexibility, secured preliminary
passage in their respective parliaments. But even these weak reforms would soon
take their political toll, with people using local and regional elections to
vent their displeasure. German Chancellor Schroeder's Social Democratic Party
had its worst loss in decades in Hamburg, while French Prime Minister Raffarin's
coalition was trounced in regional elections on the last Sunday of March.
Repeated reports of flat interest rates, at 2% since June of 2003, and flat,
high unemployment, at 8.8% since March of 2003 seemed to mark time to a regional
economy making little progress. It was confirmed that the Eurozone's GDP only
grew by 0.4% in 2003 over 2004, with just 1.6% expected for 2004. Indeed there
was increasing concern that the modest expansion had stalled. Consumer
confidence, already fragile because of high unemployment, was shaken by a
serious terrorist attack in Spain. Further policy initiatives were unlikely. New
European Central Bank Chief Trichet did say that if consumer spending did not
improve, he might consider a reduction in interest rates. But the enthusiasm was
short lived, as few believed that this would be done with the requisite
aggression, if at all. It wasn't. Nor was there much scope for fiscal stimulus
as six of the 12 countries sharing the euro currency, accounting for about 80%
of Eurozone GDP, were already above the 3% of GDP limit for budget deficits. The
stability pact might be dead, but this was still a source of acute embarrassment
to the governments involved. April ended with the European Commission reporting
that regional consumer confidence had fallen again. Yet at the same time,
business confidence had risen to a three-year high, suggesting perhaps to
investors that the saving grace of equities might be their cheapness compared to
US stocks with projected earnings growth at least as good. This depends however
on the sustainability of the recovery.
The UK market rose 11.89% in dollars, based on the MSCI UK Index(9). At those
levels, the UK market was trading at about 18 1/2 times 2004 earnings. By the
end of 2003, as in other regions, UK business and economic prospects had
improved. However it was more than just export led, as services, manufacturing
and construction were all accelerating. Third quarter GDP growth was revised up
to 0.7% over the second quarter, while the unemployment rate fell to 5%, the
lowest in decades. In November, the Bank of England became the first of the
world's major central banks to raise interest rates (by 1/4% to 3 3/4%), citing
high levels of UK household borrowing and a global
4
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MARKET PERSPECTIVE: SIX MONTHS ENDED APRIL 30, 2004
- --------------------------------------------------------------------------------
recovery that was now gathering momentum. In 2004 generally strong economic data
continued to support sentiment, subject to fears about some troubling
imbalances, as well as a strong pound and interest rates now on an upward
trajectory. GDP growth in the last quarter of 2003 was confirmed at 0.9% over
the previous quarter. Unemployment fell even further to 4.8%. Strong, if fitful,
retail sales showed that the consumer was still alive and well; perhaps too
well, as the Bank of England expressed concern about the high level of household
debt. Closely related to this is the other imbalance, soaring house prices.
After a brief lull, they showed signs of re-accelerating. The market must now be
considered a bubble, the piercing of which may have far-reaching economic
consequences. Still, Chancellor of the Exchequer Gordon Brown did not raise
taxes in his March budget, leaving it to monetary policy to cool the economy. It
was no surprise when the Bank of England stepped in again in February and raised
interest rates to 4%. Yield seeking inflows then sent the pound to levels
against the dollar not seen in 11 years. Much of this was undone in April when,
as described above, US interest rates seemed set to rise, and the inflows
reversed course. But economic conditions remained generally favorable with low
unemployment, steady at 4.8%, inflation under control below 2%, and consumer
confidence and retail sales on the increase. The first quarter GDP growth
estimate of 2.6% annualized was slightly disappointing, but it should be noted
that the UK's European neighbors would be elated at such a figure. The period
ended as it began, with concerns centered on the two major imbalances in the
economy. The latest 12-month increase in housing prices was reported at a
booming 18.9%, and, as a result, consumers had amassed historically high levels
of debt. Both of these imbalances leave the UK economy vulnerable to sharp
contraction if allowed to go much further and at the same time leave the Bank of
England with a delicate policy balancing act to execute.
- ----------
(1) The MORGAN STANLEY CAPITAL INTERNATIONAL (MSCI) WORLD INDEX reflects the
stock markets of 22 countries, including the United States, Europe, Canada,
Australia, New Zealand and the Far East - comprising approximately 1,500
securities - with values expressed in U.S. dollars.
(2) The LEHMAN BROTHERS AGGREGATE BOND INDEX is composed of securities from the
Lehman Brothers Government/Corporate Bond Index, Mortgage-Backed Securities
Index, and the Asset-Backed Securities Index. Total return comprises price
appreciation/depreciation and income as a percentage of the original investment.
Indices are rebalanced monthly by market capitalization.
(3) The LEHMAN BROTHERS CORPORATE INDEX includes all publicly issued,
fixed-rate, nonconvertible, dollar-denominated, SEC-registered, investment-grade
corporate debt.
(4) The LEHMAN BROTHERS TREASURY BOND INDEX (U.S. Dollars) is
composed of all bonds covered by the Lehman Brothers Treasury Bond Index with
maturities of 10 years or greater. Total return comprises price
appreciation/depreciation and income as a percentage of the original investment.
Indexes are rebalanced monthly by market capitalization.
(5) The LEHMAN BROTHERS U.S. CORPORATE HIGH YIELD BOND INDEX is generally
representative of corporate bonds rated below investment-grade.
(6) The STANDARD & POOR'S (S&P) 500 INDEX is a capitalization-weighted index of
500 stocks designed to measure performance of the broad domestic economy through
changes in the aggregate market value of 500 stocks representing all major
industries.
(7) The MSCI JAPAN INDEX is a free float-adjusted market capitalization index
that is designed to measure developed market equity performance in Japan.
(8) 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.
(9) The MSCI UK INDEX is a free float-adjusted market capitalization index that
is designed to measure developed market equity performance in the UK.
ALL INDICES ARE UNMANAGED AND INVESTORS CANNOT INVEST DIRECTLY IN AN INDEX.
PAST PERFORMANCE DOES NOT GUARANTEE FUTURE RESULTS. THE PERFORMANCE QUOTED
REPRESENTS PAST PERFORMANCE. INVESTMENT RETURN AND PRINCIPAL VALUE OF AN
INVESTMENT WILL FLUCTUATE, AND SHARES, WHEN REDEEMED, MAY BE WORTH MORE OR LESS
THAN THEIR ORIGINAL COST. THE FUND'S PERFORMANCE IS SUBJECT TO CHANGE SINCE THE
PERIOD'S END AND MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA SHOWN. PLEASE
CALL (800) 992-0180 OR LOG ON TO www.ingfunds.com TO OBTAIN PERFORMANCE DATA
CURRENT TO THE MOST RECENT MONTH-END.
MARKET PERSPECTIVE REFLECTS THE VIEWS OF THE CHIEF INVESTMENT RISK OFFICER ONLY
THROUGH THE END OF THE PERIOD, AND IS SUBJECT TO CHANGE BASED ON MARKET AND
OTHER CONDITIONS.
5
<Page>
ING EMERGING COUNTRIES FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM: JanWim Derks, Director of Global Emerging
Markets Equities; Bratin Sanyal, Senior Portfolio Manager; and Eric Conrads,
Portfolio 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.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class Q shares,
excluding sales charges, provided a total return of 6.11% versus 9.38% for the
Morgan Stanley Capital International Emerging Markets Free ("MSCI EMF")
Index.(5)
PORTFOLIO SPECIFICS: In the fourth quarter of last year economic growth in Asia
was very strong with benign inflationary expectations. Accordingly, we were
overweight Asia, a position we still maintain. Within Asia we overweighted
China, India, Taiwan and Thailand, not only because of good economic growth
rates and earnings potential at the stock level but also because of strong
domestic demand in these countries. In Korea, we favored exporters such as
Samsung Electronics (Electronics, 7.2% of the Fund) and LG Electronics
(Electronics, 1.1%) as domestic demand has been very weak. The banking sector in
Korea is still recovering from credit card delinquencies and the consumer
remains uncomfortably leveraged. Under such a scenario, we believe the domestic
sector will continue to be depressed and therefore we are reluctant to add
domestically oriented companies. More recently we have taken Malaysia to an
overweight position after the inauguration of a reformist Prime minister with a
politically clean background. Malaysia has also joined the rest of Asia in
displaying good export growth and domestic demand which was initially lacking.
The overweight in Malaysia was at the expense of our weighting in China which
has been brought down to an underweight because of overheating concerns and
rising inflation.
In Latin America, our preferred markets have been Brazil and to a lesser extent
Mexico. The macroeconomic outlook for Brazil has been improving dramatically for
more than a year due to successful policies of the current government. Interest
rates have been continually brought down as inflation has declined, the current
account has gone to surplus and a widening fiscal deficit has been checked.
Surging demand for commodities in general and iron ore and crude oil in
particular has helped these crucial sectors in the Brazilian stock market.
Lacking a fundamental growth driver, Mexico has been more a bottom up story with
our preference being for domestically oriented companies. The regional weighting
in Latin America has been near neutral through most of the reporting period.
Our favored market in the Emerging Markets Europe, Middle East, and Africa
regions has been Russia, where high crude oil prices have helped state level
finances as well as earnings for the all-important oil sector. We have
maintained a neutral position in the Czech Republic, Hungary, and Poland as
brighter economic prospects upon joining the European Union are balanced by
relatively rich valuations and poor liquidity at the stock level. South Africa
has remained an underweight through the period. We lost some performance due to
the following investments: stock picking in Taiwan, stock picking in South
Africa (materials), the overweight in consumer discretionary Ambev and the
underweight in Hungary.
MARKET OUTLOOK: We remain constructive on the emerging markets asset class. We
believe emerging markets may deliver relatively strong earnings growth in 2004.
We expect further multiple expansion for emerging markets as valuations remain
at a 25% discount to developed markets. For 2004 average Price to Earnings
Ratios ("P/E's") are at around 10-12 times. Furthermore, we expect emerging
economies to grow by 5-6% on average in 2004. Our investment strategy is to
focus on countries where economic growth is, in our view, robust and on
companies with improving cash flows, solid balance sheets and attractive
valuations. We are currently finding the best opportunities in Brazil, Mexico,
India, Malaysia, Taiwan and Russia.
6
<Page>
PORTFOLIO MANAGERS' REPORT ING EMERGING COUNTRIES FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
-------------------------------------
SINCE INCEPTION
OF CLASS Q
1 YEAR 5 YEAR AUGUST 31, 1995
-------- ------ ---------------
Class Q 45.14% 4.31% 5.19%
MSCI EMF Index(1) 53.59% 5.72% 1.59%(2)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) The MSCI EMF Index is an unmanaged index that measures the performance of
securities listed on exchanges in developing nations throughout the world.
(2) Since inception performance for index is shown from September 1, 1995.
PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. This Fund invests in companies that the sub-adviser believes have
the potential for rapid growth, which may give the Fund a higher risk of price
volatility than a Fund that emphasizes other styles, such as a value-oriented
style. The Fund may invest in small- and medium-sized companies, which may be
more susceptible to greater price volatility and less liquidity than larger
companies. International investing does pose special risks including currency
fluctuation, economic and political risks not found in investments that are
solely domestic. Risks of foreign investing are generally intensified for
investments in emerging markets. The value of convertible or debt securities may
fall when interest rates rise. Convertible or debt securities with longer
maturities tend to be more sensitive to changes in interest rates, usually
making them more volatile than convertible or debt securities with shorter
maturities.
7
<Page>
ING FOREIGN FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORT FOLIO 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 LLC, the
Sub-Adviser.
GOAL: The ING Foreign Fund (the "Fund") seeks long-term growth of capital.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class I shares,
excluding sales charges, provided a total return of 7.90% compared to the Morgan
Stanley Capital International Europe, Australasia and Far East ("MSCI EAFE")
Index(4), which returned 12.58% for the same period.
PORTFOLIO SPECIFICS: For the six months ended April 30, 2004, assets under
management increased significantly within the Fund. Our focus was to deploy
these new funds expeditiously within our international equity strategy. However,
given the strong equity market environment, we underperformed relative to the
MSCI EAFE Index given these sizeable cash inflows.
Within Japan, in mid 2003 we became more constructive on this market. We found
valuations to be more reasonable, accounting had become more transparent, and
massive corporate de-leveraging and restructuring were beginning to have a
positive influence on fundamentals. We also recognized that Japan was a large
beneficiary of the rise of China, as witnessed by exports of cement, metals and
capital goods from Japan to China. This export-led recovery seemed to be
filtering into the domestic economy. Amid this environment, we increased
exposure to Japan, closer to the index weighting by the end of the period.
Emerging markets also represented an important component of the Fund. These
markets may represent between 0 - 25% of the strategy. As we approached the end
of the reporting period, our weighting toward emerging markets had moved toward
the upper end of the range.
Over the period, many investments were directed toward Eastern and Central
Europe including investments in Russia and Turkey. For Central and Eastern
Europe the prospect of European Union accession became a reality for ten
countries as of May 1, 2004.
Within EUROPE, domestic demand remains weak and there are no signs that the
European Central Bank will lower short term interest rates. Within the Fund, we
focused our European investments within the oil and oil drilling sectors as well
as telecommunications, in particular companies poised to benefit from the third
generation story. We also found select opportunities within the banking sector.
Our weighting within Europe remains below that of previous years given our more
constructive outlook for Eastern and Central Europe, other select emerging
markets as well as Japan.
MARKET OUTLOOK: Toward the latter part of the reporting period, equity markets
were negatively impacted by news that the Chinese government was taking measures
to cool down their economy by raising interest rates, increasing capital
requirements within several industries including real estate, steel, aluminum
and cement and limiting certain lending activities. Contributing to these
concerns were expectations for higher interest rates in the United States and
continued upward pressure on oil prices. Overall, investors began to assess
whether global corporate profit growth would be sustainable in light of these
issues.
Amid this heightened volatility, we have become more defensively positioned
within the Fund. We have reduced investments within a number of
commodity-related companies. We prefer to remain underweight industrials,
materials and technology relative to our index, and overweight within
telecommunications, energy and financials.
Over the short term, we anticipate commodity prices to remain quite volatile as
investors assess the extent to which the restrictive interventions by the
Chinese will bring its economic expansion under control. With a significant
portion of Chinese GDP attributed to capital expenditures, this is clearly an
unsustainable situation, which has naturally created bottlenecks. However, long
term we believe China will remain extremely competitive and that the growth
prospects for the country will remain in tact. We are quite comfortable having
reduced exposure to commodity related companies with the exception of energy
where we continue to maintain positions within natural gas and oil companies in
Europe and Canada.
Concerning emerging markets, while we have reduced positions within
resource-based countries, we remain positive toward the "convergence" countries
within Eastern and Central Europe, including Turkey. We believe these countries
continue to offer more attractive valuations and stronger economic growth
potential than the larger European markets.
8
<Page>
PORTFOLIO MANAGERS' REPORT ING FOREIGN FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
--------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS I OF CLASS Q
SEPTEMBER 10, 2003 JULY 11, 2003
------------------ ---------------
Class I 12.17% --
Class Q -- 17.07%
MSCI EAFE Index(1) 23.31%(2) 29.39%(3)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) The MSCI EAFE Index is an unmanaged index that measures the performance of
securities listed on exchanges in Europe, Australasia and the Far East.
(2) Since inception performance for index is shown from September 1, 2003.
(3) Since inception performance for index is shown from July 1, 2003.
PRINCIPAL RISK FACTOR(S): International investing does pose special risks
including currency fluctuation, economic and political risks not found in
investments that are solely domestic. Risks of foreign investing are generally
intensified for investments in emerging markets. In exchange for higher growth
potential, investing in stocks of small- and mid-sized companies may entail
greater price volatility and less liquidity than investing in stocks of larger
companies. The value of debt securities may fall when interest rates rise. Debt
securities with longer maturities tend to be more sensitive to changes in
interest rates, usually making them more volatile than debt securities with
shorter maturities. Junk bonds are highly speculative. Changes in economic
conditions or other circumstances are more likely to lead to a weakened capacity
of issuers of securities to make principal and interest payments than with
higher-grade debt securities. ETFs are subject to the following risks that do
not apply to conventional funds: (i) the market price of ETF's shares may trade
at a discount to their net asset value; (ii) an active trading market for an
ETF's shares may not develop or be maintained; or (iii) trading of an ETF's
shares may be halted if the listing exchange's officials deem such actions
appropriate, the shares are de-listed from the exchange, or the activation of
market-wide "circuit breakers" (which are tied to large decreases in stock
prices) halts stock trading generally.
9
<Page>
ING INTERNATIONAL FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM: Richard T. Saler, Senior Portfolio Manager and
Philip A. Schwartz CFA, 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.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class I shares,
excluding sales charges, provided a total return of 9.76% compared to the Morgan
Stanley Capital International Europe, Australasia and Far East Index ("MSCI
EAFE")(4), which returned 12.58% for the same period.
PORTFOLIO SPECIFICS: Over the last six months, the Fund has gradually shifted to
a more defensive posture. Overall stock selection was the primary reason for the
Fund's weak relative performance, except in the consumer sectors. The strong
stock selection in the consumer discretionary and consumer staples sectors was
offset by weak results in the industrials and materials sectors. In addition,
our cash holdings muted returns versus the MSCI EAFE Index. The main reason for
the weak stock selection is our focus on financially strong, larger-cap
companies with strong balance sheets and attractive returns on invested capital.
On an individual basis, Greek Organization of Football Prognostics SA, the Greek
amusement company, was the strongest contributor to returns because of the good
outlook for its new lottery game. Other strong performers included Hong
Kong-based Global Bio-Chem Technology, which was held during the period, and the
Hungarian OTP Bank. On the other hand, the South-African based precious metals
producer Gold Fields hurt performance due to adverse currency movements. Also,
shares of Adecco, the Swiss-based provider of temporary workers, fell sharply
after announcing in January it would have to delay the release of its 2003
financial statements. Given the uncertainties, it was decided to eliminate
Adecco from the Fund.
During the reporting period we also added to financials, bringing its weighting
in line with the Index. We bought positions in Alpha Bank A.E. (Greece), Banco
Bilbao Vizcaya Argentaria SA (Spain), and ICICI Bank Ltd. (India). Our emerging
markets holdings overall hurt performance relative to the MSCI EAFE Index,
partly offset by strong stock selection in Hong Kong.
MARKET OUTLOOK: The global equity markets have recovered strongly in the past
year after their three-year down turn. For 2004, we believe that profitability
would favor equity investments, with the second half marking a return towards
larger capitalization, higher quality companies. Consensus earnings forecasts
for both 2004 and 2005 are being revised upwards and hints of corporate pricing
power are beginning to emerge.
However, the remainder of the first half of the year will likely be challenging
as we continue to assess the ongoing impact of economic trends, the difficult
Iraqi conflict, China's influence on worldwide growth and inflation and the U.S.
presidential campaign. In the U.S., the possibility exists of consumers running
out of steam, particularly if interest rates rise more quickly than anticipated
and the risk that the U.S. dollar weakens due to fiscal and trade imbalances.
The European recovery shows no sign of an imminent acceleration. Earnings
growths, especially in 2004, could fall short of current expectations. In Japan,
much depends on its strong export performance continuing long enough to make
domestic consumption growth self-sustaining. Furthermore, a hard landing in
China would be reflected in lower import volumes and commodity prices, which
could damage many emerging economies.
As a result, the managers continue to seek attractively valued, financially
strong companies. We continue to focus on defensive sectors such as consumer
staples, energy and health care. In our view, these areas present good
opportunities relative to the benchmark in a potentially rising interest-rate
environment.
10
<Page>
PORTFOLIO MANAGERS' REPORT ING INTERNATIONAL FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
---------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS I OF CLASS Q
1 YEAR JANUARY 15, 2002 FEBRUARY 26, 2001
-------- ----------------- -----------------
Class I 33.07% 5.57% --
Class Q 33.02% -- -1.91%
MSCI EAFE Index(1) 40.75% 8.08%(2) 0.67%(3)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) The MSCI EAFE Index is an unmanaged index that measures the performance of
securities listed on exchanges in markets in Europe, Australasia and the Far
East.
(2) Since inception performance for the index is shown from January 1, 2002.
(3) Since inception performance for the index is shown from March 1, 2001.
Effective November 1, 2001, Class A shares liquidated within 30 days of purchase
are subject to a 2% redemption fee.
PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. International investing does pose special risks including currency
fluctuation, economic and political risks not found in investments that are
solely domestic. Risks of foreign investing are generally intensified for
investments in emerging markets. In exchange for higher growth potential,
investing in stocks of small- and mid-sized companies may entail greater price
volatility than investing in stocks of larger companies. The value of
convertible or debt securities may fall when interest rates risk. Convertibles
or debt securities with longer maturities tend to be more sensitive to changes
in interest rates, usually making them more volatile than securities with
shorter maturities.
11
<Page>
ING INTERNATIONAL SMALLCAP GROWTH FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM: Christopher A. Herrera, Portfolio Manager, with
Nicholas-Applegate Capital Management, the Sub-Adviser.
GOAL: The International SmallCap Growth Fund (the "Fund") seeks to maximize
long-term capital appreciation.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class Q shares,
excluding sales charges, provided a total return of 10.53%. The Citigroup
Europe, Pacific, Asia Composite/Extended Market Index ("Citigroup EPAC/EMI")
rose 15.08% during the same period.
PORTFOLIO SPECIFICS: The Fund participated in this period's strong stock market
advance, with holdings in numerous countries and sectors of investment posting
double-digit gains. Positions in several countries rose in excess of 30% on
average, including Russia, Austria and China. Looking at sectors,
telecommunications and utilities were areas of notable strength, with the
average holding up more than 20%. Broad-based depreciation of the U.S. dollar
boosted performance for U.S.-based investors in the Fund, as returns in local
currencies were generally worth more when translated into dollar terms.
Compared to the Citigroup EPAC/EMI benchmark, the Fund's results trailed. Stock
selection in Germany, Switzerland and the transportation and industrials sectors
contributed to the underperformance. For example, SGL Carbon, a German producer
of carbon, graphite and composite materials, saw its stock price decline as
one-time restructuring charges negatively impacted profits. The price of WestJet
Airlines Ltd., a Canadian airline, fell after the company reported disappointing
earnings due to changes in its accounting policies. Shares of Netherlands-based
ASM International N.V., a semiconductor equipment supplier, came under pressure
as a result of concerns about the near-term profitability of one of its business
units.
Another reason the Fund lagged the index this period was its focus on growth
stocks. Consistent with our investment style, the Fund's holdings are
concentrated in companies with higher growth prospects than its style-neutral
benchmark, which includes a mix of growth and value names. The Fund's growth
bias detracted from its relative performance this period because value stocks
outperformed. Investors shied away from riskier equities amid heightened worries
about terrorism and concerns that the surging U.S. economy would prompt the
Federal Reserve to raise U.S. interest rates sooner than anticipated.
On a positive note, security selection in France and among consumer cyclical and
financial services stocks helped performance versus the Citigroup EPAC/EMI. One
of the best-performing holdings was JCDecaux S.A., a global advertising firm
based in France. The company benefited from expectations that several upcoming
events, including the 2004 Olympics, would fuel increases in ad spending. Other
stocks that did especially well were Anglo Irish Bank Corp. PLC, which saw
strong loan growth, and Leopalace21Corp., a Japanese real estate firm that
enjoyed brisk order flow in its apartment construction division.
MARKET OUTLOOK: Nicholas-Applegate's outlook for international equities remains
positive. Many of the world's economies are experiencing accelerating growth
rates as business and consumer spending picks up. Although interest rates may be
headed higher in the near future, in our view, global monetary policy remains
accommodative and supports corporate investment. We are particularly optimistic
in our outlook for the Fund. Many international small-cap firms are thinly
covered by Wall Street analysts, creating an opportunity for diligent research
to add value. We are confident the in-depth analysis we perform will help us
identify companies poised to seek outperformance.
As of April 30, 2004, the Fund was positioned to capitalize on the generally
favorable investment climate. The Fund was overweight companies in emerging Asia
and underweight European names. Asian countries represent some of the world's
fastest-growing economies due to their robust export markets. In contrast,
growth expectations are more subdued in Europe, where high unemployment and the
strength of the Euro have restrained economic activity. From a sector
perspective, the Fund was underweight industrials, where we have found few
compelling growth opportunities, and overweight technology, where we have
identified companies we believe are likely to benefit from the anticipated
increase in global IT spending.
12
<Page>
PORTFOLIO MANAGERS' REPORT ING INTERNATIONAL SMALLCAP GROWTH FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
----------------------------------------
SINCE INCEPTION
OF CLASS Q
1 YEAR 5 YEAR AUGUST 31, 1995
--------- ------ ----------------
Class Q 49.67% 7.96% 14.00%
Citigroup EPAC/EMI(1) 56.31% 5.33% 5.14%(2)
</Table>
The table above illustrates the total return of ING International SmallCap
Growth Fund against the Citigroup EPAC/EMI. 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) The Citigroup EPAC/EMI (formerly the Salomon Europe, Pacific, Australia and
Composite Extended Market Index) is an unmanaged index that measures the
performance of securities of smaller-capitalization companies in 22
countries excluding the U.S. and Canada.
(2) Since inception performance for index is shown from September 1, 1995.
PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. In exchange for higher growth potential, investing in stocks of
smaller companies may entail greater price volatility than investing in those of
larger companies. International investing does pose special risks including
currency fluctuation, economic and political risks not found in investments that
are solely domestic. The Fund may invest in companies located in countries with
emerging securities markets when the sub-adviser believes they present
attractive investment opportunities. Risks of foreign investing are generally
intensified for investments in emerging markets. The value of convertible or
debt securities may fall when interest rates rise. Convertible or debt
securities with longer maturities tend to be more sensitive to changes in
interest rates, usually making them more volatile than convertible or debt
securities with shorter maturities.
13
<Page>
ING INTERNATIONAL VALUE FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM: Brandes Investment Partners, LLC is
the sub-adviser. Brandes's Large Cap Investment Committee is responsible for
making the day-to-day investment decisions for the Fund.
GOAL: The ING International Value Fund (the "Fund") seeks long-term capital
appreciation.
PERFORMANCE: For the six months ended April 30, 2004, the Fund's Class I shares,
excluding sales charges, provided a total return of 15.77% compared to the
Morgan Stanley Capital International Europe, Australasia and Far East ("MSCI
EAFE") Index(4), which returned 12.58% for the same period.
PORTFOLIO SPECIFICS: Advances for positions in Japan helped drive the Fund's
performance during the period. Top Japan-based performers included Sumitomo
Mitsui Financial Group, Inc. (Banks, 2.4% of the Fund) and Hitachi Ltd.
(Electrical Components & Equipment, 2.5%).
Holdings in emerging markets also tended to register significant gains. From an
industry perspective, positions in diversified telecom services made a
substantial contribution to returns. Overall, the Fund's advance was
broad-based, with positions in a wide range of countries and industries posting
gains.
During the period, we eliminated exposure to several holdings as their market
prices advanced toward our estimate of their fair values. For example, we sold
Komatsu (Japan, Machinery, 0.0%), Reuters (United Kingdom, Media, 0.0%), and
BASF (Germany, Chemicals, 0.0%).
We purchased shares of companies such as Volkswagen AG (Germany, Automobiles,
2.1%), Schering (Germany, Pharmaceuticals, 1.1%), and GlaxoSmithKline PLC
(United Kingdom, Pharmaceuticals, 2.1%) at prices that we consider compelling.
We also took advantage of attractive prices by adding to select existing
holdings.
MARKET OUTLOOK: Our investment philosophy continues to focus on fundamental
company analysis with a long-term perspective. In all market environments, we
search for and hold stocks that are trading at discounts to our estimates of
their fair values. We believe this strategy may provide patient investors with
favorable results.
As of April 30, 2004, the Fund's most substantial country weightings lie in
Japan and in the United Kingdom. On an industry basis, the Fund's largest
exposure lies in diversified telecom services.
Keep in mind that the Fund's weightings for countries and industries are not the
product of "top-down" forecasts or opinions regarding interest rates, economic
growth, or other macroeconomic variables. Instead, these weightings stem from
our company-by-company search for compelling investment opportunities in markets
around the world.
14
<Page>
PORTFOLIO MANAGERS' REPORT ING INTERNATIONAL VALUE FUND
- --------------------------------------------------------------------------------
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
--------------------------------------------------
SINCE INCEPTION SINCE INCEPTION
OF CLASS I OF CLASS Q
1 YEAR JUNE 18, 2001 JANUARY 24, 2000
--------- --------------- -----------------
Class I 54.89% 7.05% --
Class Q 54.62% -- 4.40%
MSCI EAFE Index(1) 40.75% 3.54%(2) -3.28%(3)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) The MSCI EAFE Index is an unmanaged index that measures the performance of
securities listed on exchanges in markets in Europe, Australasia and the Far
East.
(2) Since inception performance for index is shown from July 1, 2001.
(3) Since inception performance for index is shown from February 1, 2000.
PRINCIPAL RISK FACTOR(S): International investing does pose special risks,
including currency fluctuation, economic and political risks not found in
investments that are solely domestic. Risks of foreign investing are generally
intensified for investments in emerging markets. In exchange for higher growth
potential, investing in stocks of small and medium-sized companies may entail
greater price volatility than investing in stocks of larger companies. The value
of convertible or debt securities may fall when interest rates rise. Convertible
or debt securities with longer maturities tend to be more sensitive to changes
in interest rates, usually making them more volatile than convertible or debt
securities with shorter maturities.
15
<Page>
ING WORLDWIDE GROWTH FUND PORTFOLIO MANAGERS' REPORT
- --------------------------------------------------------------------------------
PORTFOLIO MANAGEMENT TEAM:
DOMESTIC EQUITY COMPONENT: Managed by a team of investment professionals led by
James A. 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 T. Saler and Philip A. Schwartz, CFA, 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 six months ended April 30, 2004, the Fund's Class Q shares,
excluding sales charges, provided a total return of 6.29%, compared to the
Morgan Stanley Capital International ("MSCI") World Index(4), which returned
8.67% for the same period.
PORTFOLIO SPECIFICS, DOMESTIC COMPONENT: The Fund benefited from an overweight
within the industrials and energy sectors, and particularly good individual
stock performance within these two groups. Tyco International continued to be a
core holding, rising on strong economic growth and a company-specific turnaround
event. Halliburton Co. continued its good performance as well. The Fund remained
underweight in consumer staples, as we believe other sectors are more leveraged
to a continued strong economy. The largest single source of the underperformance
was an overweight in the technology sector and adverse stock selection within
it.
PORTFOLIO SPECIFICS, INTERNATIONAL COMPONENT: Over the last six months, the Fund
has been gradually shifted to a more defensive posture. Overall stock selection
was the primary reason for the Fund's weak relative performance, except in the
consumer sectors. The strong stock selection in the consumer discretionary and
consumer staples sectors was offset by weak selection in the industrials and
materials sectors. In addition, our cash holdings muted returns versus the MSCI
EAFE Index. The main reason for the weak stock selection is our focus on issues
we believe are financially strong, larger cap companies with strong balance
sheets and attractive returns on invested capital.
On an individual basis, Greek Organization of Football Prognostics SA, the Greek
amusement company, was among the strongest contributors to returns because of
the good outlook for its new lottery game. Other strong performers included Hong
Kong-based Global Bio-Chem Technology, which was held during the period, and the
Hungarian OTP Bank. On the other hand, the South-African based precious metals
producer Gold Fields hurt performance due to adverse currency movements. Also,
shares of Adecco, the Swiss-based provider of temporary workers, fell sharply
after announcing in January it would have to delay the release of its 2003
financial statements. Given the uncertainties, it was decided to eliminate
Adecco from the portfolio.
During the reporting period, we also added to financials, bringing its weighting
in line with the MSCI EAFE Index. We bought positions in Alpha Bank (Greece),
Banco Bilbao Vizcaya (Spain), and ICICI Bank (India). Our emerging markets
holdings overall hurt performance relative to the Index, but was partly offset
by strong stock selection in Hong Kong.
MARKET OUTLOOK, DOMESTIC: Economic statistics point to an improving domestic
economy with similar indications globally. First-quarter earnings were generally
in-line or better-than-expected, with more optimistic comments from management
for the period immediately ahead. Inflation remains subdued despite materials
and energy costing more, and while expanding more slowly than the politicians
would like, employment is growing. The recent activity reflects the
spell-binding effect that the fear of raising interest rates is having on the
equity markets. At 1.00%, the Fed Funds rate is at historic lows, and although
some observers suggest a 1.50% level by year-end 2004, this still would be low
by historic measures. While the Fed is expected to raise rates some time this
year, we do not believe it spells the end of growth in equity prices. The second
factor distracting the market is the fear of an overheating Chinese economy.
We believe the economic data warrants maintaining the Fund's exposure to
economically sensitive sectors, such as industrials, materials, and financial
sectors. History indicates that these sectors outperform the overall market
after the announcement by the Fed of an increase in the Fed Funds lending rate.
We believe we are closer to that event than not; thus our decision to stay the
course and maintain our current, economically sensitive positions.
MARKET OUTLOOK, INTERNATIONAL: The global equity markets have recovered strongly
in the past year after a three-year downturn. For 2004, we believe that
profitability would favor equity investments, with the second half marking a
return towards larger capitalization, higher quality companies. Consensus
earnings forecasts for both 2004 and 2005 are being revised upwards, and hints
of corporate pricing power are beginning to emerge.
16
<Page>
PORTFOLIO MANAGERS' REPORT ING WORLDWIDE GROWTH FUND
- --------------------------------------------------------------------------------
However, the remainder of the first half of the year will likely be challenging
as we continue to assess the ongoing impact of economic trends, the difficult
Iraqi conflict, China's influence on worldwide growth and inflation, and the
U.S. presidential campaign. In the U.S., the possibility exists of consumers
running out of steam, particularly if interest rates rise more quickly than
anticipated and due to the risk that the U.S. dollar weakens due to fiscal and
trade imbalances. The European recovery shows no sign of an imminent
acceleration. Earnings growths, especially in 2004, could fall short of current
expectations. In Japan, much depends on its strong export performance continuing
long enough to make domestic consumption growth self-sustaining. Furthermore, a
hard landing in China would be reflected in lower import volumes and commodity
prices, which could damage many emerging economies.
As a result, the managers continue to seek attractively valued, financially
strong companies. We continue to focus on defensive sectors, such as consumer
staples, energy, and health care. These areas present good opportunities, in our
view, relative to the benchmark in a potentially rising interest-rate
environment.
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS
FOR THE PERIODS ENDED APRIL 30, 2004
---------------------------------------
SINCE INCEPTION
OF CLASS Q
1 YEAR 5 YEAR AUGUST 31, 1995
--------- ------ ----------------
Class Q 26.82% -3.61% 7.59%
MSCI World Index(1) 30.05% -1.74% 6.76%(2)
</Table>
The table above illustrates 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 does 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. THE FUND'S PERFORMANCE MAY BE LOWER OR HIGHER THAN THE PERFORMANCE DATA
SHOWN. PLEASE LOG ON TO www.ingfunds.com OR CALL (800) 992-0180 TO GET
PERFORMANCE THROUGH THE MOST RECENT MONTH END.
THIS REPORT CONTAINS STATEMENTS THAT MAY BE "FORWARD-LOOKING" STATEMENTS. ACTUAL
RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED IN THE "FORWARD-LOOKING"
STATEMENTS.
THE VIEWS EXPRESSED IN THIS REPORT REFLECT THOSE OF THE PORTFOLIO MANAGERS, ONLY
THROUGH THE END OF THE PERIOD AS STATED ON THE COVER. THE PORTFOLIO MANAGERS'
VIEWS ARE SUBJECT TO CHANGE AT ANY TIME BASED ON MARKET AND OTHER CONDITIONS.
FUND HOLDINGS ARE SUBJECT TO CHANGE DAILY.
(1) The MSCI World Index is an unmanaged index that measures the performance of
over 1,400 securities listed on exchanges in the U.S., Europe, Canada,
Australia, New Zealand and the Far East.
(2) Since inception performance for index is shown from September 1, 1995.
PRINCIPAL RISK FACTOR(S): Exposure to financial and market risks that accompany
investments in equities. While equities may offer the potential for greater
long-term growth than most debt securities, they generally have higher
volatility. International investing does pose special risks including currency
fluctuation, economic and political risks not found in investments that are
solely domestic. Risks of foreign investing are generally intensified for
investments in emerging markets. In exchange for higher growth potential,
investing in stocks of mid-sized and smaller companies may entail greater price
volatility and less liquidity than investing in stocks of larger companies. This
Fund invests in companies that the Portfolio Managers believe have the potential
for rapid growth, which may give the Fund a higher risk of price volatility than
a fund that emphasizes other styles. The value of convertible securities may
fall when interest rates rise.
17
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING
EMERGING ING ING
COUNTRIES FOREIGN INTERNATIONAL
FUND FUND FUND
----------------- ----------------- ------------------
ASSETS:
Investments in securities at value+* $ 108,900,490 $ 72,017,379 $ 102,909,842
Repurchase agreement -- -- 2,921,000
Cash -- 4,228,143 --
Collateral for securities loaned 7,996,046 3,042,073 2,092,414
Foreign currencies at value** 3,686,179 3,149,415 --
Receivables:
Investment securities sold 505,958 1,913,272 684,747
Fund shares sold 31,429 2,334,514 251,338
Dividends and interest 400,304 196,591 579,148
Unrealized appreciation on forward foreign currency contracts -- -- --
Prepaid expenses 31,229 38,540 17,804
Reimbursement due from manager 1,660 24,450 --
----------------- ----------------- ------------------
Total assets 121,553,295 86,944,377 109,456,293
----------------- ----------------- ------------------
LIABILITIES:
Payable for investment securities purchased -- 2,756,264 --
Payable for fund shares redeemed 1,267,962 48,022 23,751
Payable upon receipt of securities loaned 7,996,046 3,042,073 2,092,414
Unrealized depreciation on forward currency contracts 7 -- --
Payable to affiliates 187,124 107,726 142,521
Payable to custodian 82,910 -- 17,038
Payable for trustee fees 103,997 2,546 53,153
Other accrued expenses and liabilities 701,392 181,671 247,071
----------------- ----------------- ------------------
Total liabilities 10,339,438 6,138,302 2,575,948
----------------- ----------------- ------------------
NET ASSETS $ 111,213,857 $ 80,806,075 $ 106,880,345
================= ================= ==================
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 241,547,584 $ 80,024,397 $ 125,348,206
Undistributed net investment income (accumulated net investment loss) 10,615 (284,539) 232,239
Accumulated net realized gain (loss) on investments, foreign
currencies and futures (161,119,309) (273,487) (30,561,422)
Net unrealized appreciation of investments foreign currencies and
futures (net of estimated India tax of $217,091, $0, $0) 30,774,967 1,339,704 11,861,322
----------------- ----------------- ------------------
NET ASSETS $ 111,213,857 $ 80,806,075 $ 106,880,345
================= ================= ==================
- ----------
+Including securities loaned at value $ 7,497,370 $ 2,692,386 $ 1,956,695
*Cost of investments in securities $ 78,077,584 $ 70,660,693 $ 91,059,113
**Cost of foreign currencies $ 3,533,818 $ 3,157,758 $ --
</Table>
See Accompanying Notes to Financial Statements
18
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of April 30, 2004 (Unaudited)(continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING
EMERGING ING ING
COUNTRIES FOREIGN INTERNATIONAL
FUND FUND FUND
------------- ------------ -------------
CLASS A:
Net assets $ 69,870,912 $ 42,444,685 $ 55,905,561
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00
Shares outstanding 3,825,310 3,634,146 6,026,056
Net asset value and redemption price per share $ 18.27 $ 11.68 $ 9.28
Maximum offering price per share (5.75%)(1) $ 19.38 $ 12.39 $ 9.85
CLASS B:
Net assets $ 16,200,512 $ 9,252,967 $ 14,665,555
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00
Shares outstanding 894,553 796,366 1,634,481
Net asset value and redemption price per share(2) $ 18.11 $ 11.62 $ 8.97
Maximum offering price per share $ 18.11 $ 11.62 $ 8.97
CLASS C:
Net assets $ 10,466,759 $ 27,698,990 $ 16,132,378
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00
Shares outstanding 607,354 2,380,101 1,797,861
Net asset value and redemption price per share(2) $ 17.23 $ 11.64 $ 8.97
Maximum offering price per share $ 17.23 $ 11.64 $ 8.97
CLASS I:
Net assets n/a $ 357,537 $ 13,387,779
Shares authorized n/a unlimited unlimited
Par value n/a $ 0.00 $ 0.00
Shares outstanding n/a 30,490 1,449,067
Net asset value and redemption price per share n/a $ 11.73 $ 9.24
Maximum offering price per share n/a $ 11.73 $ 9.24
CLASS M:
Net assets $ 1,229,086 n/a n/a
Shares authorized unlimited n/a n/a
Par value $ 0.00 n/a n/a
Shares outstanding 68,006 n/a n/a
Net asset value and redemption price per share $ 18.07 n/a n/a
Maximum offering price per share (3.50%)(3) $ 18.73 n/a n/a
CLASS Q:
Net assets $ 13,446,588 $ 1,051,896 $ 6,789,072
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.00 $ 0.00
Shares outstanding 713,151 89,926 736,361
Net asset value and redemption price per share $ 18.86 $ 11.70 $ 9.22
Maximum offering price per share $ 18.86 $ 11.70 $ 9.22
</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 April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING ING ING
INTERNATIONAL INTERNATIONAL WORLDWIDE
SMALLCAP GROWTH VALUE GROWTH
FUND FUND FUND
--------------- ---------------- -------------
ASSETS:
Investments in securities at value+* $ 344,818,513 $ 3,503,646,329 $ 125,184,896
Repurchase agreement -- -- 4,674,000
Cash 7,929,846 133,106,517 --
Collateral for securities loaned -- 61,474,663 --
Foreign currencies at value** 997,326 3,443,544 29,144
Receivables:
Investment securities sold 496,290 13,525,264 895,838
Fund shares sold 306,528 554,903 2,552
Dividends and interest 928,476 24,020,003 595,544
Unrealized appreciation on forward foreign currency contracts 20,250 24,624 --
Prepaid expenses 25,172 39,028 23,308
Reimbursement due from manager -- -- 9,725
-------------- ---------------- -------------
Total assets 355,522,401 3,739,834,875 131,415,007
-------------- ---------------- -------------
LIABILITIES:
Payable for investment securities purchased 4,194,869 16,837 615,139
Payable for fund shares redeemed 1,074,505 1,940,268 224,101
Payable for call options written -- -- 1,440
Payable upon receipt of securities loaned -- 61,474,663 --
Unrealized depreciation on forward currency contracts -- 43,500 968
Payable to affiliates 561,639 4,885,536 203,317
Payable to custodian -- -- 12,525
Payable for trustee fees 9,517 11,092 8,943
Other accrued expenses and liabilities 722,378 5,080,509 500,046
-------------- ---------------- -------------
Total liabilities 6,562,908 73,452,405 1,566,479
-------------- ---------------- -------------
NET ASSETS $ 348,959,493 $ 3,666,382,470 $ 129,848,528
============== ================ =============
NET ASSETS WERE COMPRISED OF:
Paid-in capital $ 469,996,387 $ 3,364,537,109 $ 332,455,141
Undistributed net investment income (Accumulated net investment loss) (1,080,002) 20,881,952 (409,299)
Accumulated net realized gain (loss) on investments, foreign currencies,
futures and options (189,072,420) 47,416,377 (222,374,138)
Net unrealized appreciation of investments foreign currencies,
futures and options 69,115,528 233,547,032 20,176,824
-------------- ---------------- -------------
NET ASSETS $ 348,959,493 $ 3,666,382,470 $ 129,848,528
============== ================ =============
- ----------
+Including securities loaned at value -- $ 58,674,873 --
*Cost of investments in securities $ 275,696,382 $ 3,270,744,515 $ 105,050,608
**Cost of foreign currencies $ 1,003,515 $ 3,443,544 $ 29,034
</Table>
See Accompanying Notes to Financial Statements
20
<Page>
STATEMENTS OF ASSETS AND LIABILITIES as of April 30, 2004 (Unaudited)(continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING
INTERNATIONAL ING ING
SMALLCAP INTERNATIONAL WORLDWIDE
GROWTH VALUE GROWTH
FUND FUND FUND
-------------- ---------------- -------------
CLASS A:
Net assets $ 164,355,394 $ 1,942,569,017 $ 51,907,543
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.01 $ 0.00
Shares outstanding 5,871,627 123,446,771 3,313,912
Net asset value and redemption price per share $ 27.99 $ 15.74 $ 15.66
Maximum offering price per share (5.75%)(1) $ 29.70 $ 16.70 $ 16.62
CLASS B:
Net assets $ 63,687,520 $ 455,495,353 $ 32,875,320
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.01 $ 0.00
Shares outstanding 2,190,606 29,413,304 1,919,137
Net asset value and redemption price per share(2) $ 29.07 $ 15.49 $ 17.13
Maximum offering price per share $ 29.07 $ 15.49 $ 17.13
CLASS C:
Net assets $ 50,549,473 $ 673,721,743 $ 40,210,785
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.01 $ 0.00
Shares outstanding 1,896,650 43,604,906 2,638,008
Net asset value and redemption price per share(2) $ 26.65 $ 15.45 $ 15.24
Maximum offering price per share $ 26.65 $ 15.45 $ 15.24
CLASS I:
Net assets n/a $ 566,791,511
Shares authorized n/a unlimited
Par value n/a $ 0.01
Shares outstanding n/a 35,976,029
Net asset value and redemption price per share n/a $ 15.75
Maximum offering price per share n/a $ 15.75
CLASS Q:
Net assets $ 70,367,106 $ 27,804,846 $ 4,854,880
Shares authorized unlimited unlimited unlimited
Par value $ 0.00 $ 0.01 $ 0.00
Shares outstanding 2,349,393 1,764,288 266,039
Net asset value and redemption price per share $ 29.95 $ 15.76 $ 18.25
Maximum offering price per share $ 29.95 $ 15.76 $ 18.25
</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 for the six months ended April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING
EMERGING ING ING
COUNTRIES FOREIGN INTERNATIONAL
FUND FUND FUND
------------ ---------- -------------
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld* $ 1,199,914 $ 401,431 $ 1,145,387
Interest 244,949 4,031 120,164
Securities lending income 69 -- 165
Other -- -- 184
------------ ---------- -----------
Total investment income 1,444,932 405,462 1,265,900
------------ ---------- -----------
EXPENSES:
Investment management fees 748,778 239,241 525,175
Distribution and service fees:
Class A 130,702 30,408 68,069
Class B 87,209 28,221 70,400
Class C 52,577 84,056 80,655
Class M 5,159 -- --
Class Q 19,731 1,014 9,719
Transfer agent fees:
Class A 82,426 25,461 68,499
Class B 19,261 5,926 17,762
Class C 11,618 17,652 20,398
Class I -- 183 475
Class M 1,516 -- --
Class Q 1,685 446 290
Administrative service fees 59,901 23,924 52,517
Shareholder reporting expense 41,380 7,730 24,024
Registration fees 45,328 15,801 27,558
Professional fees 7,140 7,783 5,260
Custody and accounting expense 193,114 67,701 54,842
Trustee fees 3,083 2,581 720
Offering expense -- 74,795 --
Miscellaneous expense 12,043 2,821 2,922
------------ ---------- -----------
Total expenses 1,522,651 635,744 1,029,285
Less:
Net waived and reimbursed fees 93,411 140,918 --
Brokerage commission recapture -- -- 566
------------ ---------- -----------
Net expenses 1,429,240 494,826 1,028,719
------------ ---------- -----------
Net investment income (loss) 15,692 (89,364) 237,181
------------ ---------- -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN
CURRENCIES, AND FUTURES:
Net realized gain (loss) on:
Investments 12,229,928 (218,056) 7,406,282
Foreign currencies and forward foreign currency exchange contracts (91,004) (10,604) (113,397)
------------ ---------- -----------
Net realized gain (loss) on investments and foreign currencies 12,138,924 (228,660) 7,292,885
------------ ---------- -----------
Net change in unrealized appreciation or depreciation on:
Investments (net of estimated India tax of $202,962, $0, $0) (5,066,372) 898,338 1,328,299
Foreign currencies and forward foreign currency exchange contracts 40,942 (32,718) (5,692)
------------ ---------- -----------
Net change in unrealized appreciation or depreciation on investments and
foreign currencies (5,025,430) 865,620 1,322,607
------------ ---------- -----------
Net realized and unrealized gain on investments and foreign currencies 7,113,494 636,960 8,615,492
------------ ---------- -----------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 7,129,186 $ 547,596 $ 8,852,673
============ ========== ===========
- ----------
* Foreign taxes $ 140,074 $ 47,574 $ 165,359
</Table>
See Accompanying Notes to Financial Statements
22
<Page>
STATEMENTS OF OPERATIONS for the six months ended April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING ING ING
INTERNATIONAL INTERNATIONAL WORLDWIDE
SMALLCAP GROWTH VALUE GROWTH
FUND FUND FUND
--------------- ------------- ------------
INVESTMENT INCOME:
Dividends, net of foreign taxes withheld* $ 2,367,300 $ 49,037,632 $ 1,046,275
Interest 222,783 3,945,531 97,092
Securities lending income 18,250 9,052 99
Other 18 309,215 --
------------- ------------- ------------
Total investment income 2,608,351 53,301,430 1,143,466
------------- ------------- ------------
EXPENSES:
Investment management fees 1,786,738 17,866,785 704,726
Distribution and service fees:
Class A 286,293 2,788,010 97,398
Class B 325,072 2,286,759 176,487
Class C 260,583 3,405,755 219,905
Class Q 95,774 37,622 7,513
Transfer agent fees:
Class A 186,486 1,147,140 71,849
Class B 76,113 282,783 45,521
Class C 61,016 421,261 56,778
Class I -- 12,788 --
Class Q 4,660 375 1,741
Administrative service fees 178,671 2,423,132 70,472
Shareholder reporting expense 96,278 689,530 69,318
Registration fees 44,902 51,106 29,784
Professional fees 16,744 145,785 10,769
Custody and accounting expense 181,214 681,834 80,695
Trustee fees 8,248 49,868 6,476
Miscellaneous expense 4,426 118,408 1,965
------------- ------------- ------------
Total expenses 3,613,218 32,408,941 1,651,397
Less:
Net waived and reimbursed (recouped) fees (70,000) -- 98,053
Brokerage commission recapture -- -- 579
------------- ------------- ------------
Net expenses 3,683,218 32,408,941 1,552,765
------------- ------------- ------------
Net investment income (loss) (1,074,867) 20,892,489 (409,299)
------------- ------------- ------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS, FOREIGN
CURRENCIES AND OPTIONS:
Net realized gain (loss) on:
Investments 51,476,221 148,384,287 13,804,877
Foreign currencies and forward foreign currency exchange contracts (869,220) (448,726) (39,040)
Options -- -- (40,651)
------------- ------------- ------------
Net realized gain on investments, foreign currencies and options 50,607,001 147,935,561 13,725,186
------------- ------------- ------------
Net change in unrealized appreciation or depreciation on:
Investments (14,826,016) 322,921,606 (4,597,220)
Foreign currencies and forward foreign currency exchange contracts (50,018) (290,134) (3,489)
------------- ------------- ------------
Net change in unrealized appreciation or depreciation on investments,
foreign currencies and options (14,876,034) 322,631,472 (4,600,709)
------------- ------------- ------------
Net realized and unrealized gain on investments, foreign currencies
and options 35,730,967 470,567,033 9,124,477
------------- ------------- ------------
INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 34,656,100 $ 491,459,522 $ 8,715,178
============= ============= ============
- ----------
* Foreign taxes $ 275,832 $ 5,942,204 $ 125,954
</Table>
See Accompanying Notes to Financial Statements
23
<Page>
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING EMERGING COUNTRIES FUND ING FOREIGN FUND
------------------------------ ------------------------------
SIX MONTHS YEAR ENDED SIX MONTHS PERIOD ENDED
ENDED APRIL 30, OCTOBER 31, ENDED APRIL 30, OCTOBER 31,
2004 2003 2004 2003(1)
-------------- -------------- --------------- -------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss) $ 15,692 $ 163,617 $ (89,364) $ (28,210)
Net realized gain (loss) on investments and foreign currencies 12,138,924 7,300,407 (228,660) 42,396
Net change in unrealized appreciation or depreciation of
investments and foreign currencies (5,025,430) 30,374,658 865,620 474,084
-------------- -------------- ------------ -------------
Net increase in net assets resulting from operations 7,129,186 37,838,682 547,596 488,270
-------------- -------------- ------------ -------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A (341,859) -- (117,623) --
Class B -- -- (25,214) --
Class C -- -- (89,093) --
Class I -- -- (3,356) --
Class M (2,321) -- -- --
Class Q (96,899) -- (5,001) --
Net realized gains:
Class A -- -- (33,310) --
Class B -- -- (7,332) --
Class C -- -- (26,225) --
Class I -- -- (920) --
Class Q -- -- (1,471) --
-------------- -------------- ------------ -------------
Total distributions (441,079) -- (309,545) --
-------------- -------------- ------------ -------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 49,406,514 388,617,983 69,574,785 15,069,369
Dividends reinvested 387,844 -- 195,834 --
-------------- -------------- ------------ -------------
49,794,358 388,617,983 69,770,619 15,069,369
Cost of shares redeemed (63,085,437) (417,627,995) (3,355,249) (1,404,985)
-------------- -------------- ------------ -------------
Net increase (decrease) in net assets resulting from capital
share transactions (13,291,079) (29,010,012) 66,415,370 13,664,384
-------------- -------------- ------------ -------------
Net increase (decrease) in net assets (6,602,972) 8,828,670 66,653,421 14,152,654
-------------- -------------- ------------ -------------
NET ASSETS:
Beginning of period 117,816,829 108,988,159 14,152,654 --
-------------- -------------- ------------ -------------
End of period $ 111,213,857 $ 117,816,829 $ 80,806,075 $ 14,152,654
============== ============== ============ =============
Undistributed net investment income (accumulated net
investment loss) at end of period $ 10,615 $ 436,002 $ (284,539) $ 45,112
============== ============== ============ =============
</Table>
- ----------
(1) Fund commenced operations on July 1, 2003.
See Accompanying Notes to Financial Statements
24
<Page>
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING INTERNATIONAL
ING INTERNATIONAL FUND SMALLCAP GROWTH FUND
-------------------------------- -------------------------------
SIX MONTHS YEAR ENDED SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31, ENDED APRIL 30, OCTOBER 31,
2004 2003 2004 2003
--------------- -------------- -------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss) $ 237,181 $ 438,743 $ (1,074,867) $ (429,026)
Net realized gain (loss) on investments and foreign
currencies 7,292,885 (2,025,797) 50,607,001 689,769
Net change in unrealized appreciation or depreciation of
investments and foreign currencies 1,322,607 17,051,753 (14,876,034) 102,597,770
--------------- -------------- -------------- --------------
Net increase in net assets resulting from operations 8,852,673 15,464,699 34,656,100 102,858,513
--------------- -------------- -------------- --------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A (65,485) (168,249) (28,389) --
Class C -- (1,612) -- --
Class I (43,979) (50,182) -- --
Class Q (38,000) (45,138) (35,174) --
--------------- -------------- -------------- --------------
Total distributions (147,464) (265,181) (63,563) --
--------------- -------------- -------------- --------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 34,112,408 167,030,077 64,920,360 793,290,634
Dividends reinvested 123,195 197,605 53,883 --
Redemption fee proceeds 3,069 306,800 -- --
--------------- -------------- -------------- --------------
34,238,672 167,534,482 64,974,243 793,290,634
Cost of shares redeemed (33,212,309) (164,862,362) (92,122,078) (847,606,966)
--------------- -------------- -------------- --------------
Net increase (decrease) in net assets resulting from capital
share transactions 1,026,363 2,672,120 (27,147,835) (54,316,332)
--------------- -------------- -------------- --------------
Net increase in net assets 9,731,572 17,871,638 7,444,702 48,542,181
--------------- -------------- -------------- --------------
NET ASSETS:
Beginning of period 97,148,773 79,277,135 341,514,791 292,972,610
--------------- -------------- -------------- --------------
End of period $ 106,880,345 $ 97,148,773 $ 348,959,493 $ 341,514,791
=============== ============== ============== ==============
Undistributed net investment income (accumulated net
investment loss) at end of period $ 232,239 $ 142,522 $ (1,080,002) $ 58,428
=============== ============== ============== ==============
</Table>
See Accompanying Notes to Financial Statements
25
<Page>
STATEMENTS OF CHANGES IN NET ASSETS (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING INTERNATIONAL VALUE FUND ING WORLDWIDE GROWTH FUND
-------------------------------- -------------------------------
SIX MONTHS YEAR ENDED SIX MONTHS YEAR ENDED
ENDED APRIL 30, OCTOBER 31, ENDED APRIL 30, APRIL 30,
2004 2003 2004 2003
--------------- --------------- --------------- --------------
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS:
Net investment income (loss) $ 20,892,489 $ 13,420,978 $ (409,299) $ (1,406,259)
Net realized gain (loss) on investments, foreign currencies
and options 147,935,561 (98,691,670) 13,725,186 (640,594)
Net change in unrealized appreciation or depreciation of
investments, foreign currencies and options 322,631,472 925,896,407 (4,600,709) 27,582,974
--------------- --------------- -------------- --------------
Net increase in net assets resulting from operations 491,459,522 840,625,715 8,715,178 25,896,121
--------------- --------------- -------------- --------------
FROM DISTRIBUTIONS TO SHAREHOLDERS:
Net investment income:
Class A (10,229,044) (6,749,895) -- --
Class I (4,813,131) (3,415,778) -- --
Class Q (221,805) (275,730) -- --
Net realized gains:
Class A -- (26,207,763) -- --
Class B -- (7,376,884) -- --
Class C -- (11,254,215) -- --
Class I -- (7,198,805) -- --
Class Q -- (571,558) -- --
--------------- --------------- -------------- --------------
Total distributions (15,263,980) (63,050,628) -- --
--------------- --------------- -------------- --------------
FROM CAPITAL SHARE TRANSACTIONS:
Net proceeds from sale of shares 343,244,025 381,124,093 8,705,033 297,182,498
Dividends reinvested 11,830,764 47,901,712 -- --
--------------- --------------- -------------- --------------
355,074,789 429,025,805 8,705,033 297,182,498
Cost of shares redeemed (367,552,391) (712,137,091) (31,837,284) (346,955,366)
--------------- --------------- -------------- --------------
Net decrease in net assets resulting from capital
share transactions (12,477,602) (283,111,286) (23,132,251) (49,772,868)
--------------- --------------- -------------- --------------
Net increase (decrease) in net assets 463,717,940 494,463,801 (14,417,073) (23,876,747)
--------------- --------------- -------------- --------------
NET ASSETS:
Beginning of period 3,202,664,530 2,708,200,729 144,265,601 168,142,348
--------------- --------------- -------------- --------------
End of period $ 3,666,382,470 $ 3,202,664,530 $ 129,848,528 $ 144,265,601
=============== =============== ============== ==============
Undistributed net investment income (accumulated net
investment loss) at end of period $ 20,881,952 $ 15,253,443 $ (409,299) $ --
=============== =============== ============== ==============
</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
--------------------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR THREE YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED MONTHS ENDED
APRIL 30, ---------------------------- OCTOBER 31, JUNE 30, JUNE 30, MARCH 31,
2004 2003 2002 2001 2000(1)(2) 2000 1999(3) 1999
- ---------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 17.89 12.80 12.26 16.81 20.74 17.20 13.79 17.76
Income (loss) from investment operations:
Net investment income (loss) $ 0.04 0.12 (0.14) 0.09 (0.27) (0.16) (0.04) (0.01)
Net realized and unrealized gain (loss)
on investments $ 1.05 4.97 0.68 (4.64) (3.66) 3.70 3.45 (3.78)
Total from investment operations $ 1.09 5.09 0.54 (4.55) (3.93) 3.54 3.41 (3.79)
Less distributions from:
Net investment income $ 0.12 -- 0.00* -- -- -- -- 0.18
Total distributions $ 0.12 -- 0.00* -- -- -- -- 0.18
Net asset value, end of period $ 18.86 17.89 12.80 12.26 16.81 20.74 17.20 13.79
TOTAL RETURN(4) % 6.11 39.77 4.41 (27.01) (18.95) 20.58 24.73 (21.42)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 13,447 18,168 21,132 26,783 88,894 119,251 79,130 53,125
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 1.96 1.93 2.00 1.97 2.13 2.09 1.90 1.94
Gross expenses prior to expense
reimbursement(recoupment)(5) % 2.12 2.03 1.94 1.98 2.28 2.24 2.43 2.23
Net investment income (loss) after expense
reimbursement(recoupment)(5)(6) % 0.40 0.59 (0.24) 0.42 (1.21) (1.05) (1.07) (0.01)
Portfolio turnover rate % 42 135 124 74 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
--------------------------- --------------------------
SIX MONTHS SEPTEMBER 10, SIX MONTHS JULY 11,
ENDED 2003(1) TO ENDED 2003(1) TO
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003
- ----------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 11.05 10.63 11.02 10.13
Income (loss) from investment operations:
Net investment loss $ (0.01) 0.00* (0.01) (0.00)*
Net realized and unrealized gain
on investments $ 0.87 0.42 0.86 0.89
Total from investment operations $ 0.86 0.42 0.85 0.89
Less distributions from:
Net investment income $ 0.14 -- 0.13 --
Net realized gain on investments $ 0.04 -- 0.04 --
Total distributions $ 0.18 -- 0.17 --
Net asset value, end of period $ 11.73 11.05 11.70 11.02
TOTAL RETURN(2) % 7.90 3.95 7.83 8.79
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 358 188 1,052 421
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 1.48 1.43 1.66 1.85
Gross expenses prior to and expense
reimbursement(3) % 2.07 5.51 2.25 5.93
Net investment loss after proceeds and expense
reimbursement(3)(4) % (0.09) 0.21 (0.11) (0.17)
Portfolio turnover rate % 100 50 100 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
------------------------------------------
SIX MONTHS YEAR JANUARY 15,
ENDED ENDED 2002 TO
APRIL 30, OCTOBER 31, OCTOBER 31,
2004 2003 2002(1)
- --------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 8.45 7.06 8.25
Income (loss) from investment operations:
Net investment income (loss) $ 0.05 0.10 0.05
Net realized and unrealized gain (loss) on investments $ 0.77 1.34 (1.24)
Total from investment operations $ 0.82 1.44 (1.19)
Less distributions from:
Net investment income $ 0.03 0.05 --
Total distributions $ 0.03 0.05 --
Net asset value, end of period $ 9.24 8.45 7.06
TOTAL RETURN(2) % 9.76 20.53 (14.42)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 13,388 11,582 6,384
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 1.32 1.33 1.48
Gross expenses prior to expense reimbursement(3) % 1.32 1.34 1.53
Net investment income (loss) after expense reimbursement(3)(4) % 1.09 1.29 0.72
Portfolio turnover rate % 44 100 126
- --------------------------------------------------------------------------------------------------------------
<Caption>
CLASS Q
---------------------------------------------------------
SIX MONTHS FEBRUARY 26,
ENDED YEAR ENDED OCTOBER 31, 2001 TO
APRIL 30, ---------------------- OCTOBER 31,
2004 2003 2002 2001(1)
- --------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 8.43 7.04 8.10 9.89
Income (loss) from investment operations:
Net investment income (loss) $ 0.03 0.07 (0.03) (0.02)
Net realized and unrealized gain (loss) on
investments $ 0.78 1.37 (1.03) (1.77)
Total from investment operations $ 0.81 1.44 (1.06) (1.79)
Less distributions from:
Net investment income $ 0.02 0.05 -- --
Total distributions $ 0.02 0.05 -- --
Net asset value, end of period $ 9.22 8.43 7.04 8.10
TOTAL RETURN(2) % 9.66 20.51 (13.09) (18.10)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 6,789 14,755 6,949 7
Ratios to average net assets:
Net expenses after expense reimbursement(3)(4) % 1.57 1.59 1.61 2.27
Gross expenses prior to expense reimbursement(3) % 1.57 1.59 1.70 2.27
Net investment income (loss) after expense
reimbursement(3)(4) % 0.64 0.91 (0.08) (0.24)
Portfolio turnover rate % 44 100 126 169
- --------------------------------------------------------------------------------------------------------------
</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
------------------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR THREE YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED MONTHS ENDED
APRIL 30, ---------------------------- OCTOBER 31, JUNE 30, JUNE 30, MARCH 31,
2004 2003 2002 2001 2000(1) 2000 1999(2) 1999
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 27.11 19.54 23.19 38.18 43.30 25.16 22.23 19.18
Income (loss) from investment operations:
Net investment income (loss) $ (0.03) 0.21 0.04 0.00* (0.09) (0.21) (0.03) (0.02)
Net realized and unrealized gain (loss)
on investments $ 2.88 7.36 (3.69) (12.12) (5.03) 20.53 2.96 3.36
Total from investment operations $ 2.85 7.57 (3.65) (12.12) (5.12) 20.32 2.93 3.34
Less distributions from:
Net investment income $ 0.01 -- -- 0.24 -- -- -- 0.09
Net realized gains on investments $ -- -- -- 2.63 -- 2.18 -- 0.20
Total distributions $ 0.01 -- -- 2.87 -- 2.18 -- 0.29
Net asset value, end of period $ 29.95 27.11 19.54 23.19 38.18 43.30 25.16 22.23
TOTAL RETURN(3) % 10.53 38.74 (15.74) (34.11) 11.82 82.99 13.18 17.61
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 70,367 79,140 70,404 91,089 164,719 163,843 42,881 32,819
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(4)(5) % 1.59 1.59 1.55 1.50 1.58 1.57 1.65 1.65
Gross expenses prior to expense
reimbursement(recoupment)(4) % 1.55 1.58 1.59 1.50 1.58 1.57 1.67 1.80
Net investment income (loss) after expense
reimbursement(recoupment)(4)(5) % (0.16) 0.35 0.07 0.04 (0.71) (0.66) (0.50) (0.50)
Portfolio turnover rate % 59 114 149 143 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. 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
--------------------------------------------------------
SIX MONTHS JUNE 18,
ENDED YEAR ENDED OCTOBER 31, 2001 TO
APRIL 30, ---------------------- OCTOBER 31,
2004 2003 2002 2001(1)
- --------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.74 10.43 12.35 13.89
Income (loss) from investment operations:
Net investment income $ 0.13 0.13 0.16 0.02
Net realized and unrealized gain (loss)
on investments $ 2.02 3.48 (1.68) (1.56)
Total from investment operations $ 2.15 3.61 (1.52) (1.54)
Less distributions from:
Net investment income $ 0.14 0.10 0.14 --
Net realized gains on investments $ -- 0.20 0.26 --
Total distributions $ 0.14 0.30 0.40 --
Net asset value, end of period $ 15.75 13.74 10.43 12.35
TOTAL RETURN(2) % 15.77 35.58 (12.89) (11.09)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 566,792 482,047 372,352 226,067
Ratios to average net assets:
Expenses(3) % 1.24 1.29 1.32 1.24
Net investment income(3) % 1.76 1.12 1.04 0.62
Portfolio turnover rate % 17 9 20 15
- --------------------------------------------------------------------------------------------------------------
<Caption>
CLASS Q
------------------------------------------------------------------------
SIX MONTHS JANUARY 24,
ENDED YEAR ENDED OCTOBER 31, 2000 TO
APRIL 30, --------------------------------------- OCTOBER 31,
2004 2003 2002 2001 2000(1)
- -----------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 13.73 10.44 12.34 16.68 15.90
Income (loss) from investment operations:
Net investment income $ 0.11 0.10 0.07 0.10 0.13
Net realized and unrealized gain (loss)
on investments $ 2.02 3.49 (1.63) (2.42) 0.65
Total from investment operations $ 2.13 3.59 (1.56) (2.32) 0.78
Less distributions from:
Net investment income $ 0.10 0.10 0.08 0.14 --
Net realized gains on investments $ -- 0.20 0.26 1.88 --
Total distributions $ 0.10 0.30 0.34 2.02 --
Net asset value, end of period $ 15.76 13.73 10.44 12.34 16.68
TOTAL RETURN(2) % 15.66 35.37 (13.11) (15.80) 4.91
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 27,805 29,319 29,836 35,802 24,882
Ratios to average net assets:
Expenses(3) % 1.48 1.54 1.49 1.59 1.57
Net investment income(3) % 1.36 0.87 0.63 0.91 1.35
Portfolio turnover rate % 17 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
---------------------------------------------------------------------------------------
SIX MONTHS FOUR MONTHS YEAR THREE YEAR
ENDED YEAR ENDED OCTOBER 31, ENDED ENDED MONTHS ENDED
APRIL 30, ----------------------------- OCTOBER 31, JUNE 30, JUNE 30, MARCH 31,
2004 2003 2002 2001 2000(1)(2) 2000 1999(3) 1999
- -----------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 17.17 14.34 17.87 30.37 34.53 27.12 24.59 19.63
Income (loss) from investment operations:
Net investment income (loss) $ 0.00* (0.01) (0.08)** (0.07)** (0.07) (0.16) 0.01 0.22
Net realized and unrealized gain (loss)
on investments $ 1.08 2.84 (3.45)** (11.19)** (4.09) 11.11 2.52 6.15
Total from investment operations $ 1.08 2.83 (3.53) (11.26) (4.16) 10.95 2.53 6.37
Less distributions from:
Net investment income $ -- -- -- -- -- -- -- 0.15
Net realized gains on investments $ -- -- -- 0.89 -- 3.54 -- 1.26
Tax return of capital $ -- -- -- 0.35 -- -- -- --
Total distributions $ -- -- -- 1.24 -- 3.54 -- 1.41
Net asset value, end of period $ 18.25 17.17 14.34 17.87 30.37 34.53 27.12 24.59
TOTAL RETURN(4) % 6.29 19.74 (19.75) (38.56) (12.05) 42.63 10.29 33.97
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 4,855 6,454 8,194 17,178 44,702 54,418 14,870 7,320
Ratios to average net assets:
Net expenses after expense reimbursement
(recoupment)(5)(6) % 1.54 1.54 1.49 1.51 1.52 1.57 1.55 1.59
Gross expenses prior to expense
reimbursement(recoupment)(5) % 1.67 1.62 1.59 1.60 1.49 1.57 1.55 1.76
Net investment income (loss) after
expense reimbursement(recoupment)(5)(6) % 0.04 (0.04) (0.47) (0.30) (0.62) (0.69) 0.17 0.17
Portfolio turnover rate % 45 125 281 302 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.
* Amount represents less than $0.01 per share.
** 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 April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
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 statutory trust organized in 1993 with nine separate funds.
Five of the Funds included 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 (Funds).
The one Fund 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. 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 prices. 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 that time. 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,
33
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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.
34
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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. The Funds may make distributions on a more frequent basis
to comply with the distribution requirements of the Internal Revenue Code.
The characteristics of income and gains to be distributed are determined in
accordance with income tax regulations, which may differ from accounting
principles generally accepted in the United States of America for investment
companies.
F. FEDERAL INCOME TAXES. It is the policy of the Funds to comply with subchapter
M of the Internal Revenue Code and related excise tax provisions applicable
to regulated investment companies and to distribute substantially all of
their net investment income and any net realized capital gains to their
shareholders. Therefore, no federal income tax provision is required. No
capital gain distributions shall be made until any capital loss carryforwards
have been fully utilized or expired.
The Funds may utilize equalization accounting for tax purposes, where by a
portion of redemption payments are treated as distributions of income or
gain.
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.
35
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 2 -- SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
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.
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. Each Fund may not invest more than 15% of
its net assets in illiquid securities. Illiquid securities are not readily
marketable. Disposing of illiquid investments may involve time-consuming
negotiation and legal expenses, and it may be difficult or impossible for the
Funds to sell them promptly at an acceptable price. Each Fund may also invest
in restricted securities which include those sold under Rule 144A of the
Securities Act of 1933 (1933 Act) or securities offered pursuant to Section
4(2) of the 1933 Act, and/or are subject to legal or contractual restrictions
on resale and may not be publicly sold without registration under the 1933
Act. Certain restricted securities may be considered liquid pursuant to
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.
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 of Investments. Losses may
arise due to changes in the market value of the securities or from the
inability of counterparties to meet the terms of the contract. In connection
with such purchases, the 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 six months ended April 30, 2004, the cost of purchases and proceeds from
the sales of securities, excluding short-term securities, were as follows:
<Table>
<Caption>
PURCHASES SALES
--------- -----
Emerging Countries $ 48,622,604 $ 61,094,338
Foreign 102,446,854 43,483,990
International 53,285,900 44,211,306
International Small Cap Growth 204,605,142 223,190,493
International Value 594,313,448 702,795,398
Worldwide Growth 62,280,223 83,347,440
</Table>
NOTE 4 -- REDEMPTION FEES
International imposes 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
36
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 4 -- REDEMPTION FEES (CONTINUED)
proceeds for the six months ended April 30, 2004 were $3,069 and are set forth
in the statements of changes in net assets. For the year ended October 31, 2003,
the redemption fee proceeds were $306,800 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%
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 $1billion
</Table>
Julius Baer Investment Management Inc. ("JBIM"), a registered investment adviser
wholly owned by the Julius Baer Group, serves as Sub-Adviser to the Foreign Fund
pursuant to a Sub-Advisory Agreement between the Adviser and JBIM.
Aeltus Investment Management, Inc. ("ING Aeltus"), a registered investment
adviser serves as Sub-Adviser to International and Worldwide Growth Funds
pursuant to a Sub-Advisory 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
Sub-Advisory 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
Sub-Advisory Agreement between the Adviser and Brandes.
ING Investment Management Advisors B.V. ("IIMA"), a registered investment
advisor, serves as Sub-Adviser to the Russia Fund and the Emerging Countries
Fund pursuant to a Sub-Advisory 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 six months ended April 30, 2004
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
37
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 6 -- DISTRIBUTION AND SERVICE FEES (CONTINUED)
for Class A, Class B, and Class C shares. For the six months ended April 30,
2004, 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 $ 74,629 N/A N/A $ 848
Contingent Deferred Sales
Charges $ 21,189 $ 0 $ 7,079 N/A
</Table>
NOTE 7 -- OTHER TRANSACTIONS WITH AFFILIATES AND RELATED PARTIES
At April 30, 2004, 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 $ 126,787 $ 10,142 $ 50,195 $ 187,124
Foreign 63,471 6,337 37,918 107,726
International 93,270 9,326 39,925 142,521
International
Small Cap
Growth 369,479 29,945 162,215 561,639
International
Value 3,111,235 311,097 1,463,204 4,885,536
Worldwide
Growth 112,177 11,217 79,923 203,317
</Table>
At April 30, 2004, the following wholly-owned indirect subsidiaries of ING owned
the following Funds:
ING Life Insurance and Annuity Company -- International Fund (7.7%)
ING National Trust -- International Fund (17.7%) and International Growth Fund
(38.0%)
Investment activities of these shareholders could have material impact on the
Funds.
The Adviser may direct the Trust's portfolio managers to use their best efforts
(subject to obtaining best execution of each transaction) to allocate a
Portfolio's equity security transactions through certain designated
broker-dealers. The designated broker-dealer, in turn, will reimburse a portion
of the brokerage commissions to pay certain expenses of that Fund. Any amounts
credited to the Fund are reflected as a reimbursement of expenses in the
Statements of Operations.
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 April 30, 2004, 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
CUSTODIAN FEES
--------------
Worldwide Growth $ 92,205
<Caption>
PAYABLE FOR
TRANSFER
AGENT FEES
--------------
Worldwide Growth $ 111,442
<Caption>
PAYABLE FOR
POSTAGE FEES
--------------
Worldwide Growth $ 118,732
<Caption>
PAYABLE FOR
PRINTING FEES
--------------
Worldwide Growth $ 102,556
</Table>
NOTE 9 -- EXPENSE LIMITATIONS
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) 1.70% 2.45% 2.45% 1.35% N/A 1.60%
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
Worldwide Growth 1.85% 2.50% 2.50% N/A N/A 1.75%
</Table>
- ----------
(1) Prior to December 1, 2003, the expense limitation notes for Class A, Class
B, Class C, Class I and Class Q were 1.95%, 2.70%, 2.70%, 1.60% and 1.85%
respectively.
For International Fund, the voluntary expense limits provided above were
effective July 1, 2003.
The Adviser will at a later date recoup from a Fund for management fees waived
and other expenses assumed by the Adviser during the previous 36 months, but
only if, after such reimbursement, a Fund's expense ratio does not exceed the
percentage described above. Waived and reimbursed fees net of any recoupment by
the Adviser of such waived and reimbursed fees are reflected net on the
accompanying Statements of Operations for each Fund. Amounts payable by the
Adviser are reflected on the accompanying statements of Assets and Liabilities
for each Fund.
38
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 9 -- EXPENSE LIMITATIONS (CONTINUED)
As of April 30, 2004, the amounts of reimbursed fees that are subject to
possible recoupment by the Adviser, and the related expiration dates are as
follows:
<Table>
<Caption>
APRIL 30,
------------------------------------
2005 2006 2007 TOTAL
---------- ---------- ---------- ----------
Emerging Countries -- $ 44,308 $ 157,889 $ 202,197
Foreign -- -- 211,531 211,531
International -- 43,933 -- 43,933
International
SmallCap Growth -- 36,689 -- 36,689
Worldwide Growth $ 637,105 109,327 163,640 910,072
</Table>
NOTE 10 -- CALL OPTIONS WRITTEN
<Table>
<Caption>
NUMBER OF PREMIUMS
WORLDWIDE GROWTH CONTRACTS RECEIVED VALUE
- ------------------------------ ---------- ---------- ----------
Options Written 96 $ 1,728 $ 1,440
Options outstanding
---------- ---------- ----------
at April 30, 2004 96 $ 1,728 $ 1,440
========== ========== ==========
</Table>
NOTE 11 -- 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 $125,000,000. 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 six
months ended April 30, 2004:
<Table>
<Caption>
APPROXIMATE
APPROXIMATE WEIGHTED
DAYS AVERAGE DAILY AVERAGE
UTILIZED BALANCE INTEREST RATE
-------- ------------- -------------
Emerging Countries 25 $ 1,055,640 1.51%
Worldwide Growth 4 1,035,000 1.45%
</Table>
NOTE 12 -- CAPITAL SHARES
Transactions in capital shares and dollars were as follows:
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- ----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- ------------
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 1,903,721 15,077,519 152,933 84,548 92,671 352,142
Dividends reinvested 17,566 -- -- -- -- --
Shares redeemed (2,249,292) (15,912,953) (216,241) (349,157) (100,238) (544,473)
------------- ------------- ------------- ------------- ------------- ------------
Net decrease in shares outstanding (328,005) (835,434) (63,308) (264,609) (7,567) (192,331)
============= ============= ============= ============= ============= ============
EMERGING COUNTRIES ($)
Shares sold $ 34,374,273 $ 209,705,771 $ 2,918,687 $ 1,250,314 $ 1,735,113 $ 4,452,036
Dividends reinvested 299,006 -- -- --- -- --
Shares redeemed (40,674,744) (222,355,701) (4,133,905) (4,809,392) (1,799,088) (6,896,237)
------------- ------------- ------------- ------------- ------------- ------------
Net decrease $ (6,001,465) $ (12,649,930) $ (1,215,218) $ (3,559,078) $ (63,975) $ (2,444,201)
============= ============= ============= ============= ============= ============
<Caption>
CLASS Q SHARES CLASS M SHARES
----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
EMERGING COUNTRIES (NUMBER OF SHARES)
Shares sold 541,224 12,331,900 8,201 3,626
Dividends reinvested 4,931 -- 136 --
Shares redeemed (848,712) (12,967,395) (12,601) (22,486)
------------- ------------- ------------- -------------
Net decrease in shares outstanding (302,557) (635,495) (4,264) (18,860)
============= ============= ============= =============
EMERGING COUNTRIES ($)
Shares sold $ 10,219,895 $ 173,161,999 $ 158,546 $ 47,863
Dividends reinvested 86,541 -- 2,297 --
Shares redeemed (16,233,406) (183,269,201) (244,294) (297,464)
------------- ------------- ------------- -------------
Net decrease $ (5,926,970) $ (10,107,202) $ (83,451) $ (249,601)
============= ============= ============= =============
</Table>
39
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- ----------------------------
SIX MONTHS JULY 1, SIX MONTHS JULY 8, SIX MONTHS JULY 3,
ENDED 2003(1) TO ENDED 2003(1) TO ENDED 2003(1) TO
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- ------------
FOREIGN (NUMBER OF SHARES)
Shares sold 3,244,076 702,682 688,070 124,952 1,913,057 513,787
Dividends reinvested 8,613 -- 2,178 -- 6,274 --
Shares redeemed (217,618) (103,607) (16,180) (2,654) (47,931) (5,086)
------------- ------------- ------------- ------------- ------------- ------------
Net increase in shares outstanding 3,035,071 599,075 674,068 122,298 1,871,400 508,701
============= ============= ============= ============= ============= ============
FOREIGN ($)
Shares sold $ 38,190,937 $ 7,385,657 $ 8,056,438 $ 1,332,337 $ 22,577,135 $ 5,506,304
Dividends reinvested 93,658 -- 23,547 -- 67,948 --
Shares redeemed (2,590,268) (1,050,695) (194,078) (28,662) (570,753) (55,392)
------------- ------------- ------------- ------------- ------------- ------------
Net increase $ 35,694,327 $ 6,334,962 $ 7,885,907 $ 1,303,675 $ 22,074,330 $ 5,450,912
============= ============= ============= ============= ============= ============
<Caption>
CLASS I SHARES CLASS Q SHARES
----------------------------- -----------------------------
SIX MONTHS SEPTEMBER 10, SIX MONTHS JULY 11,
ENDED 2003(1) TO ENDED 2003(1) TO
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
FOREIGN (NUMBER OF SHARES)
Shares sold 13,106 16,997 51,133 62,839
Dividends reinvested 387 -- 597 --
Shares redeemed -- -- (13) (24,630)
------------- ------------- ------------- -------------
Net increase in shares outstanding 13,493 16,997 51,717 38,209
============= ============= ============= =============
FOREIGN ($)
Shares sold $ 147,465 $ 185,032 $ 602,810 $ 660,039
Dividends reinvested 4,209 -- 6,472 --
Shares redeemed -- (39) (150) (270,197)
------------- ------------- ------------- -------------
Net increase $ 151,674 $ 184,993 $ 609,132 $ 389,842
============= ============= ============= =============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- ----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- ------------
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 1,888,929 7,762,080 300,643 411,047 273,303 687,730
Dividends reinvested 4,890 14,078 1 -- -- 223
Shares redeemed (1,033,550) (8,754,777) (181,966) (378,329) (241,554) (714,120)
------------- ------------- ------------- ------------- ------------- ------------
Net increase (decrease) in shares
outstanding 860,269 (978,619) 118,678 32,718 31,749 (26,167)
============= ============= ============= ============= ============= ============
INTERNATIONAL ($)
Shares sold $ 17,190,136 $ 55,834,069 $ 2,673,257 $ 2,964,613 $ 2,405,279 $ 4,915,756
Dividends reinvested 41,300 100,936 -- -- -- 1,567
Redemption fee proceeds 3,069 306,800 -- -- -- --
Shares redeemed (9,639,938) (62,551,570) (1,632,309) (2,692,370) (2,172,520) (5,079,397)
------------- ------------- ------------- ------------- ------------- ------------
Net increase (decrease) $ 7,594,567 $ (6,309,765) $ 1,040,948 $ 272,243 $ 232,759 $ (162,074)
============= ============= ============= ============= ============= ============
</Table>
- ----------
(1) Commencement of operations of class.
40
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS I SHARES CLASS Q SHARES
----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
INTERNATIONAL (NUMBER OF SHARES)
Shares sold 619,956 4,236,967 721,808 9,642,22
Dividends reinvested 5,236 7,018 4,519 6,300
Shares redeemed (546,884) (3,777,860) (1,739,702) (8,885,673)
------------- ------------- ------------- -------------
Net increase (decrease) in shares
outstanding 78,308 466,125 (1,013,375) 762,854
============= ============= ============= =============
INTERNATIONAL ($)
Shares sold $ 5,516,209 $ 31,427,964 $ 6,327,527 $ 71,887,675
Dividends reinvested 43,979 50,182 37,916 44,920
Shares redeemed (4,819,766) (28,083,521) (14,947,776) (66,455,504)
------------- ------------- ------------- -------------
Net increase (decrease) $ 740,422 $ 3,394,625 $ (8,582,333) $ 5,477,091
============= ============= ============= =============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- ----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- ------------- ------------- ------------- ------------- ------------
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 1,382,084 19,584,957 145,986 259,509 101,019 1,022,290
Dividends reinvested 864 -- -- -- -- --
Shares redeemed (1,425,761) (20,385,263) (305,143) (645,907) (277,267) (1,596,079)
------------- ------------- ------------- ------------- ------------- ------------
Net decrease in shares outstanding (42,813) (800,306) (159,157) (386,398) (176,248) (573,789)
============= ============= ============= ============= ============= ============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 38,731,298 $ 382,529,561 $ 4,347,614 $ 5,554,909 $ 2,825,598 $ 19,024,592
Dividends reinvested 21,615 -- -- -- -- --
Shares redeemed (39,904,378) (401,765,381) (8,965,239) (13,344,655) (7,474,302) (29,846,873)
------------- ------------- ------------- ------------- ------------- ------------
Net decrease $ (1,151,465) $ (19,235,820) $ (4,617,625) $ (7,789,746) $ (4,648,704) $(10,822,281)
============= ============= ============= ============= ============= ============
<Caption>
CLASS Q SHARES
-----------------------------
SIX MONTHS YEAR
ENDED ENDED
APRIL 30, OCTOBER 31,
2004 2003
------------- -------------
INTERNATIONAL SMALLCAP GROWTH
(NUMBER OF SHARES)
Shares sold 679,530 18,417,622
Dividends reinvested 1,207 --
Shares redeemed (1,250,992) (19,100,237)
------------- -------------
Net decrease in shares outstanding (570,255) (682,615)
============= =============
INTERNATIONAL SMALLCAP GROWTH ($)
Shares sold $ 19,015,850 $ 386,181,572
Dividends reinvested 32,268 --
Shares redeemed (35,778,159) (402,650,057)
------------- -------------
Net decrease $ (16,730,041) $ (16,468,485)
============= =============
</Table>
41
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
-------------- -------------- ------------- ------------- ------------- --------------
INTERNATIONAL VALUE (NUMBER OF
SHARES)
Shares sold 17,501,493 26,629,999 411,480 789,733 115,711 366,016
Dividends reinvested 521,338 2,380,188 -- 522,401 -- 793,701
Shares redeemed (14,369,651) (39,577,685) (2,269,963) (6,780,391) (3,355,207) (10,503,035)
-------------- -------------- ------------- ------------- ------------- --------------
Net increase (decrease) in shares
outstanding 3,653,180 (10,567,498) (1,858,483) (5,468,257) (3,239,496) (9,343,318)
============== ============== ============= ============= ============= ==============
INTERNATIONAL VALUE ($)
Shares sold $ 270,860,886 $ 300,379,527 $ 6,306,795 $ 8,617,865 $ 1,723,395 $ 3,763,939
Dividends reinvested 7,157,972 24,301,715 -- 5,265,802 -- 7,984,632
Shares redeemed (220,833,194) (433,441,524) (34,448,977) (72,491,973) (51,029,855) (111,900,151)
-------------- -------------- ------------- ------------- ------------- --------------
Net increase (decrease) $ 57,185,664 $ (108,760,282) $ (28,142,182) $ (58,608,306) $ (49,306,460) $ (100,151,580)
============== ============== ============= ============= ============= ==============
<Caption>
CLASS I SHARES CLASS Q SHARES
------------------------------ -----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003
------------- ------------- ------------- -------------
INTERNATIONAL VALUE (NUMBER OF
SHARES)
Shares sold 4,159,791 5,744,382 17,939 414,335
Dividends reinvested 334,126 960,472 6,447 55,079
Shares redeemed (3,589,703) (7,324,179) (394,825) (1,192,380)
------------- ------------- ------------- -------------
Net increase (decrease) in shares
outstanding 904,214 (619,325) (370,439) (722,966)
============= ============= ============= =============
INTERNATIONAL VALUE ($)
Shares sold $ 64,075,320 $ 64,019,780 $ 277,629 $ 4,342,982
Dividends reinvested 4,584,206 9,787,206 88,586 562,357
Shares redeemed (55,041,863) (81,395,062) (6,198,502) (12,908,381)
------------- ------------- ------------- -------------
Net increase (decrease) $ 13,617,663 $ (7,588,076) $ (5,832,287) $ (8,003,042)
============= ============= ============= =============
<Caption>
CLASS A SHARES CLASS B SHARES CLASS C SHARES
----------------------------- ----------------------------- ----------------------------
SIX MONTHS YEAR SIX MONTHS YEAR SIX MONTHS YEAR
ENDED ENDED ENDED ENDED ENDED ENDED
APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31, APRIL 30, OCTOBER 31,
2004 2003 2004 2003 2004 2003
------------- -------------- ------------- ------------- ------------- -------------
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 230,786 12,783,099 52,913 74,457 21,156 525,179
Shares redeemed (771,266) (14,551,712) (323,706) (713,016) (539,598) (1,639,911)
------------- -------------- ------------- ------------- ------------ -------------
Net decrease in shares outstanding (540,480) (1,768,613) (270,793) (638,559) (518,442) (1,114,732)
============= ============== ============= ============= ============= =============
WORLDWIDE GROWTH ($)
Shares sold $ 3,630,093 $ 161,726,758 $ 955,457 $ 1,068,420 $ 353,562 $ 6,434,456
Shares redeemed (12,115,147) (185,501,020) (5,627,892) (10,063,284) (8,269,161) (20,391,680)
------------- -------------- ------------- ------------- ------------ -------------
Net decrease $ (8,485,054) $ (23,774,262) $ (4,672,435) $ (8,994,864) $ (7,915,599) $ (13,957,224)
============= ============== ============= ============= ============= =============
</Table>
42
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 12 -- CAPITAL SHARES (CONTINUED)
<Table>
<Caption>
CLASS Q SHARES
-----------------------------
SIX MONTHS YEAR
ENDED ENDED
APRIL 30, OCTOBER 31,
2004 2003
------------- -------------
WORLDWIDE GROWTH (NUMBER OF SHARES)
Shares sold 206,209 8,644,664
Shares redeemed (316,151) (8,840,185)
------------- -------------
Net decrease in shares outstanding (109,942) (195,521)
============= =============
WORLDWIDE GROWTH ($)
Shares sold $ 3,765,921 $ 127,952,864
Shares redeemed (5,825,084) (130,999,382)
------------- -------------
Net decrease $ (2,059,163) $ (3,046,518)
============= =============
</Table>
NOTE 13 -- ILLIQUID SECURITIES
<Table>
<Caption>
INITIAL PERCENT
ACQUISITION OF NET
FUND SECURITY SHARES DATE COST VALUE ASSETS
- ---- -------- ------ ----------- -------- -------- -------
Foreign Centrenergo ADR 306 12/17/03 $ 3,623 $ 6,145 0.0%
-------- -------- ---
$ 3,623 $ 6,145 0.0%
======== ======== ===
</Table>
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 -- SECURITIES LENDING
Under an agreement with The Bank of New York ("BNY"), the Funds can lend their
securities to approved brokers, dealers and other financial institutions. Loans
are collateralized by cash and U.S. Government Securities. The collateral must
be in an amount equal to at least 105% of the market value of non-U.S.
securities loaned and 102% of the market value of U.S. securities loaned. The
cash collateral received is invested in approved investments as defined in the
Securities Lending Agreement with BNY (the "Agreement"). The cash collateral
received is reflected on the Statement of Assets and Liabilities as Cash
collateral on loaned securities. Generally, in the event of counterparty
default, the Funds have the right to use the collateral to offset losses
incurred. The Agreement contains certain guarantees by BNY in the event of
counterparty default and/or a borrower's failure to return a loaned security,
however there would be a potential loss to the Funds in the event the Funds are
delayed or prevented from exercising their right to dispose of the collateral.
The Funds bear the risk of loss with respect to the investment of collateral.
Engaging in securities lending could have a leveraging effect, which may
intensify the credit, market and other risks associated with investing in a
Fund. At April 30, 2004, the following Funds had securities on loan with the
following market values:
<Table>
<Caption>
VALUE OF
SECURITIES VAUE OF
FUND LOANED COLLATERAL
- ---- -------------- ------------
Emerging $ 7,497,370 $ 7,996,046
Foreign 2,692,386 3,042,073
International 1,956,695 2,092,414
International Value 58,674,873 61,474,663
</Table>
43
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 16 -- FEDERAL INCOME TAXES
During the six months ended April 30, 2004, the foreign taxes paid or withheld
were $140,074, $47,574, $165,359 $275,832, $5,942,204, and $125,954 on foreign
source income for Emerging Countries Fund, Foreign Fund, International Fund,
International SmallCap Growth Fund, International Value Fund, and Worldwide
Growth 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.
The tax composition of dividends and distributions were as follow:
<Table>
<Caption>
SIX MONTHS ENDED ORDINARY
APRIL 30, 2004: INCOME
------------
Emerging Countries $ 441,079
Foreign 309,545
International 147,464
International
SmallCap Growth 63,563
International Value 15,263,980
<Caption>
YEAR ENDED ORDINARY LONG-TERM
OCTOBER 31, 2003: INCOME CAPITAL GAINS
------------ --------------
International $ 265,181 $ --
International Value 25,983,597 37,067,031
</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. 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 $ 60,639,644 2005
13,086,178 2007
43,359,407 2008
35,091,427 2009
18,266,429 2010
--------------
170,443,085
Foreign -- --
International 10,848,967 2007
3,061,891 2008
10,784,182 2009
10,921,164 2010
2,172,053 2011
--------------
37,788,257
International SmallCap Growth 10,415,246 2008
169,641,211 2009
57,646,473 2010
--------------
237,702,930
International Value 98,526,506 2011
Worldwide Growth 3,901,638 2008
143,482,004 2009
81,779,077 2010
6,183,953 2011
--------------
235,346,672
</Table>
NOTE 17 -- OTHER INFORMATION
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. In addition to responding to
regulatory requests, ING management initiated an internal review of trading in
ING insurance, retirement, and mutual fund products. The goal of this review has
been to identify whether there have been any instances of inappropriate trading
in those products by third parties or by ING investment professionals and other
ING personnel. Additionally, ING reviewed its controls and procedures in a
continuing effort to deter improper frequent trading in ING products. ING's
internal reviews related to mutual fund trading are continuing.
44
<Page>
NOTES TO FINANCIAL STATEMENTS as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
NOTE 17 -- OTHER INFORMATION (CONTINUED)
The internal review has identified several arrangements allowing third parties
to engage in frequent trading of mutual funds within our variable insurance and
mutual fund products, and identified other circumstances where frequent trading
occurred despite measures taken by ING intended to combat market timing.
In addition, the review has identified five arrangements that allowed frequent
trading in certain ING Funds. ING entities did not receive special benefits in
return for any of these arrangements, which have all been terminated. The
internal review also identified two investment professionals who engaged in
improper frequent trading in ING Funds.
ING will reimburse any ING Fund or its shareholders affected by inappropriate
trading for any improper profits that accrued to any person who engaged in
improper frequent trading for which ING is responsible.
NOTE 18 -- SUBSEQUENT EVENT
In July 2004, ING Aeltus expects to change its name to ING Investment Management
Co.
45
<Page>
PORTFOLIO OF INVESTMENTS
ING EMERGING COUNTRIES FUND as of april 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------
COMMON STOCK: 93.6%
AUSTRIA: 0.7%
14,300 @ Bank Austria Creditanstalt AG $ 811,682
----------------
811,682
----------------
BRAZIL: 8.8%
38,600 @ Banco Itau Holding
Financeira SA ADR 1,530,104
64,300 @,L Cia Energetica de Minas
Gerais ADR 990,863
49,600 Cia Vale do Rio Doce ADR 1,938,864
9,911,700 Eletropaulo Metropolitana de
Sao Paulo SA 198,436
145,600 Petroleo Brasileiro SA -
Petrobras ADR 3,632,719
69,459 L Tele Norte Leste
Participacoes SA ADR 822,395
20,500 Votorantim Celulose e Papel SA 643,700
----------------
9,757,081
----------------
CHILE: 1.3%
232,500 Enersis SA ADR 1,406,625
----------------
1,406,625
----------------
CHINA: 2.4%
1,394,000 China Oilfield Services Ltd. 402,126
1,462,000 @ China Petroleum & Chemical Corp. 506,090
1,200,000 L China Telecom Corp. Ltd. 357,701
608,000 L Huaneng Power Intl., Inc. 569,040
1,384,000 Zhejiang Expressway Co. Ltd. 865,022
----------------
2,699,979
----------------
CZECHOSLOVAKIA: 0.4%
39,821 Cesky Telecom AS 497,763
----------------
497,763
----------------
HONG KONG: 3.4%
487,000 @ China Mobile Ltd. 1,286,212
1,232,000 @ China Resources Power
Holdings Co. 659,453
381,000 Citic Pacific Ltd. 932,985
1,195,000 CNOOC Ltd 432,816
471,900 @ Lifestyle International
Holdings Ltd 493,088
----------------
3,804,554
----------------
INDIA: 5.4%
240,000 @ Larsen & Toubro Ltd. 3,061,929
15,500 Ranbaxy Laboratories Ltd. GDR 373,550
101,514 @,#,L Reliance Industries Ltd. GDR 2,613,986
----------------
6,049,465
----------------
INDONESIA: 1.3%
3,325,600 @ Perusahaan Gas Negara PT 492,289
1,030,500 L Telekomunikasi Indonesia Tbk PT 944,605
----------------
1,436,894
----------------
ISRAEL: 2.8%
144,600 Makhteshim-Agan Industries Ltd 585,143
41,000 @ Teva Pharmaceutical
Industries ADR 2,523,960
----------------
3,109,103
----------------
MALAYSIA: 6.7%
719,000 Commerce Asset Holdings BHD $ 946,053
434,000 Gamuda BHD 639,579
211,200 @ Genting BHD 917,053
508,800 Malayan Banking BHD 1,405,895
1,636,590 Public Bank BHD 1,472,931
346,000 @ Resorts World BHD 910,526
456,000 @ Telekom Malaysia Bhd 1,134,000
----------------
7,426,037
----------------
MEXICO: 7.6%
52,600 @ America Movil SA de CV ADR 1,777,880
46,700 @,L Cemex SA de CV ADR 1,375,315
13,400 @ Fomento Economico
Mexicano SA de CV ADR 585,848
43,600 @ Grupo Aeroportuario Del
Sureste SA de CV 852,380
129,800 Grupo Financiero
Banorte SA de CV 459,842
185,500 @ Grupo Mexico SA de CV 547,696
14,350 @ Grupo Televisa SA ADR 625,517
36,800 @ Telefonos de
Mexico SA de CV ADR 1,256,352
15,910 TV Azteca SA de CV ADR 145,577
265,759 Wal-Mart de Mexico SA de CV 777,206
----------------
8,403,613
----------------
PERU: 0.5%
28,000 @ Cia de Minas Buenaventura SA 605,920
----------------
605,920
----------------
POLAND: 1.2%
324,000 Telekomunikacja Polska SA GDR 1,314,241
----------------
1,314,241
----------------
RUSSIA: 5.7%
20,800 @ LUKOIL ADR 2,262,000
11,000 MMC Norilsk Nickel 654,500
19,966 OAO Gazprom ADR 702,803
17,700 Surgutneftegaz ADR 578,790
7,700 @ Vimpel-Communications ADR 691,152
31,975 L YUKOS ADR 1,419,690
----------------
6,308,935
----------------
SOUTH AFRICA: 7.6%
151,600 Absa Group Ltd. 977,432
34,900 @,L Anglogold Ltd. 1,096,558
770,000 Firstrand Ltd. 1,062,642
89,500 Harmony Gold
Mining Co. Ltd. ADR 988,080
10,900 Impala Platinum Holdings Ltd. 741,944
122,500 @ MTN Group Ltd. 512,453
59,600 Sasol Ltd. 894,482
266,900 Standard Bank Group Ltd. 1,539,723
511,400 Steinhoff Intl. Holdings Ltd. 635,919
----------------
8,449,233
----------------
SOUTH KOREA: 17.1%
3,830 Cheil Communications Inc 535,322
12,740 Honam Petrochemical Corp. 474,486
26,060 Hyundai Motor Co. 993,894
53,461 Kookmin Bank 1,995,646
14,680 KT Corp. 511,708
12,980 LG Chem Ltd. 524,355
</Table>
See Accompanying Notes to Financial Statements
46
<Page>
PORTFOLIO OF INVESTMENTS
ING EMERGING COUNTRIES FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------
SOUTH KOREA (CONTINUED)
19,440 LG Electronics, Inc. $ 1,179,638
15,090 POSCO 1,845,498
16,950 Samsung Electronics Co. Ltd. 8,046,319
13,140 Samsung Fire & Marine
Insurance Co. Ltd. 873,499
2,720 Shinsegae Co. Ltd. 614,309
8,260 SK Telecom Co. Ltd. 1,407,935
----------------
19,002,609
----------------
TAIWAN: 14.4%
182,613 L Asustek Computer, Inc. GDR 405,401
227,700 China Motor Corp. Ltd. 359,851
19,000 China Steel Corp. GDR 332,500
1,216,000 Chinatrust Financial Holding Co. 1,306,779
979,300 Compal Electronics, Inc. 1,102,523
1,195,406 Eva Airways Corp. 487,590
510,000 Evergreen Marine Corp 391,481
369,000 Formosa Plastics Corp 527,619
1,476,000 Fubon Financial Holding Co. Ltd. 1,408,465
114,060 HON HAI Precision Industry 449,785
123,425 L HON HAI Precision Industry GDR 1,134,276
185,000 @ Ichia Technologies, Inc. 467,790
73,450 MediaTek, Inc. 700,893
1,084,000 Mega Financial Holding Co. Ltd. 727,670
1,437,360 Nan Ya Plastic Corp. 1,929,749
1,357,372 @ Taiwan Semiconductor
Manufacturing Co. Ltd. 2,349,454
1,660,626 @ United Microelectronics Corp. 1,489,664
597,968 Yuanta Core Pacific
Securities Co. 405,005
----------------
15,976,495
----------------
THAILAND: 2.4%
192,500 @ Bangkok Bank PCL 471,507
879,150 Bangkok Expressway PCL 483,412
334,500 @ Kasikornbank PCL 405,480
3,019,200 Land & House Pub Co. Ltd. 837,619
141,400 PTT PCL 515,981
----------------
2,713,999
----------------
TURKEY: 1.7%
242,540,000 Akbank Tas 1,128,491
238,372,000 @ Turkiye Garanti Bankasi AS 730,996
----------------
1,859,487
----------------
UNITED KINGDOM: 2.2%
124,100 @ Anglo American PLC 2,497,844
----------------
Total Common Stock
(Cost $74,708,601) 104,131,559
----------------
WARRANTS: 4.3%
INDIA: 4.3%
54,400 @,E Bharat Heavy Electricals Ltd.,
Expires 09/09/2005 $ 717,536
114,200 @,E Hindustan Lever Ltd.,
Expires 01/25/2005 363,156
10,100 @,E Infosys Technologies Ltd.,
Expires 06/14/2004 1,169,075
115,800 @,E ICICI Bank Ltd.,
Expires 07/16/2004 821,022
48,700 @,E Larsen & Toubro Ltd.,
Expires 04/24/2006 621,412
57,000 @,E Oil & Natural
Gas Corp Ltd.,
Expires 03/09/2009 1,076,730
----------------
Total Warrants
(Cost $3,368,983) 4,768,931
----------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$78,077,584)* 97.9% $ 108,900,490
OTHER ASSETS AND
LIABILITIES-NET 2.1 2,313,367
----- ----------------
NET ASSETS 100.0% $ 111,213,857
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
E Equity Linked Product
# 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.
L Loaned security, a portion or all of the security is on loan at April 30,
2004.
* Cost for federal income tax purposes is $80,892,731. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 30,671,234
Gross Unrealized Depreciation (2,663,475)
---------------
Net Unrealized Appreciation $ 28,007,759
===============
</Table>
See Accompanying Notes to Financial Statements
47
<Page>
PORTFOLIO OF INVESTMENTS
ING EMERGING COUNTRIES FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- -----------------------------------------------------------------
Advertising 0.5%
Airlines 0.4
Auto Manufacturers 1.2
Banks 15.5
Beverages 0.5
Building Materials 1.2
Chemicals 6.0
Commercial Services 1.2
Computers 2.4
Diversified Financial Services 2.0
Electric 3.4
Electrical Components and Equipment 8.9
Electronics 0.8
Engineering and Construction 1.9
Entertainment 0.8
Forest Products and Paper 0.6
Gas 1.1
Holding Companies-Diversified 3.6
Home Builders 0.8
Home Furnishings 0.6
Household Products/Wares 0.3
Insurance 0.8
Iron/Steel 2.0
Lodging 0.8
Media 0.7
Mining 8.2
Oil and Gas 10.2
Oil and Gas Services 0.4
Pharmaceuticals 2.6
Retail 1.7
Semiconductors 4.1
Software 1.1
Telecommunications 11.2
Transportation 0.4
Other Assets and Liabilities - Net 2.1
-----
NET ASSETS 100.0%
=====
</Table>
At April 30, 2004, the following forward currency exchange contracts were
outstanding for the ING Emerging Countries Fund:
<Table>
<Caption>
IN
BUY/ SETTLEMENT EXCHANGE UNREALIZED
CURRENCY SELL DATE FOR VALUE APPRECIATION
- -------------- ---- ---------- -------- --------- -------------
Pound Sterling USD
GBP 26,074 Sell 05/04/04 46,231 $ 46,238 $ 7
======
</Table>
See Accompanying Notes to Financial Statements
48
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------
COMMON STOCK: 78.5%
ARGENTINA: 0.1%
10,042 Grupo Financiero Galicia SA $ 71,298
----------------
71,298
----------------
AUSTRALIA: 1.6%
98,207 AMP Ltd. 409,237
71,306 @ John Fairfax Holdings Ltd. 172,515
40,246 @ Newcrest Mining Ltd. 331,348
33,465 @ News Corp. Ltd. 308,630
16,243 @ Sons of Gwalia Ltd. 29,092
29,316 Southcorp Ltd 75,584
----------------
1,326,406
----------------
AUSTRIA: 2.7%
12,424 @ Bank Austria Creditanstalt AG 705,198
5,938 @ British Land Co. PLC 68,394
4,530 @ Erste Bank Der Oesterreichischen
S.p.Arkassen AG 677,980
1,210 @ Flughafen Wien AG 66,868
1,815 @ OMV AG 331,800
3,750 @ Telekom Austria AG 55,068
7,393 @ Wienerberger AG 241,500
----------------
2,146,808
----------------
BELGIUM: 1.5%
179 Almancora Comm Va 8,647
4,222 @ Almanij NV 249,514
4,467 @ Belgacom SA 135,477
30,794 @ Fortis 670,366
2,923 @ KBC Bancassurance Holding 164,300
----------------
1,228,304
----------------
BRAZIL: 1.1%
4,277 @ Aracruz Celulose SA 133,186
24,009 @,L Centrais Eletricas Brasileiras SA 133,610
41,133 @ Centrais Eletricas Brasileiras
SA ADR 216,413
6,501 @ Cia de Bebidas das
Americas ADR, 121,959
5,000 Cia de Concessoes Rodoviarias 43,095
808 @,L Cia Energetica de Minas
Gerais ADR 12,451
1,196 @,L Telemig Celular Participacoes SA 36,598
7,444 L Telesp Celular Participacoes SA 53,075
5,397 Uniao de Bancos Brasileiros SA 105,781
1,685 Votorantim Celulose e Papel SA 52,909
----------------
909,077
----------------
CANADA: 2.5%
7,083 @ Canadian Natural Resources Ltd. 388,335
5,682 @ Encana Corp. 222,281
43,009 @ GlaxoSmithKline PLC 890,078
2,514 @ OPTI Canada Inc 36,378
2,132 @ Petro-Canada 93,977
13,171 @ Telesystem International
Wireless Inc 129,076
68,116 @ TesCo.PLC 300,476
----------------
2,060,601
----------------
CZECHOSLOVAKIA: 1.9%
13,124 Cesky Telecom AS 165,024
12,343 @ Komercni Banka AS 1,349,672
----------------
1,514,696
----------------
DENMARK: 0.4%
29 AP Moller - Maersk A/S $ 182,657
3,224 H Lundbeck A/S 65,438
510 Kobenhavns Lufthavne 72,050
----------------
320,145
----------------
FINLAND: 1.1%
17,708 Fortum Oyj 198,477
46,993 Nokia OYJ 661,350
----------------
859,827
----------------
FRANCE: 6.5%
6,895 L Air France 120,096
25,484 @ Alcatel SA 379,724
12,109 @ Altran Technologies SA 126,141
5,874 @ Aventis SA 447,486
9,247 @ BNP Paribas 555,352
9,045 Bouygues 308,909
993 @ Cnp Assurances 58,923
1,007 @ Gecina SA 75,084
2,230 @ LVMH Moet Hennessy Louis
Vuitton SA 157,185
785 @ Pernod-Ricard 99,090
4,335 @ Renault SA 323,488
93,374 SCOR 148,870
2,331 @ Technip SA 323,020
5,149 @ Thales SA 191,282
9,774 @ Total SA 1,807,874
678 @ Unibail 64,045
1,549 @ Valeo SA 63,858
----------------
5,250,427
----------------
GERMANY: 6.7%
22,956 Actris AG 182,581
1,627 @ Adidas-Salomon AG 188,211
21,797 @ Bayerische Hypo-und
Vereinsbank AG 378,090
22,530 Commerzbank AG 388,914
1,509 @ Continental AG 65,212
5,290 @ Deutsche Bank AG 434,386
8,889 @ Deutsche Post AG 196,065
26,470 @ Deutsche Telekom AG 454,388
2,263 E.ON AG 150,017
16,577 @ Fraport AG Frankfurt Airport
Services Worldwide 467,979
1,562 @ Freenet.de AG 137,625
1,987 @ Fresenius Medical Care AG 138,152
2,454 Henkel KGaA 195,067
9,266 @ Hypo Real Estate Holding 252,144
4,784 @ MAN AG 175,199
1,687 @ Medion AG 71,589
10,259 @ Metro AG 456,256
3,152 @ Muenchener
Rueckversicherungs AG 340,440
515 Puma AG Rudolf Dassler Sport 119,292
7,832 Siemens AG 562,379
6,286 @ T-Online Intl. AG 68,572
----------------
5,422,558
----------------
GREECE: 0.5%
2,752 @ Coca Cola Hellenic Bottling Co. SA 72,973
24,354 Hellenic Telecommunications
Organization SA 354,420
----------------
427,393
----------------
</Table>
See Accompanying Notes to Financial Statements
49
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------
HUNGARY: 2.4%
2,515 Egis Rt. $ 111,323
1,008 @ Gedeon Richter Rt. 102,520
97,781 @ Matav Magyar Tavkozlesi Rt 408,537
72,232 @ OTP Bank Rt. 1,346,849
----------------
1,969,229
----------------
INDONESIA: 0.7%
1,148,993 @ Bank Mandiri Persero PT 189,711
559,500 Indofood Sukses Makmur
Tbk PT 47,782
34,559 Semen Gresik Persero Tbk PT 38,762
310,602 Telekomunikasi Indonesia
Tbk PT 284,713
----------------
560,968
----------------
IRELAND: 0.6%
4,167 @ Celtic Resources Holdings PLC 30,113
1,210 @ Depfa Bank PLC 181,297
94,652 Dragon Oil PLC 68,820
10,294 @ Elan Corp. PLC 222,350
----------------
502,580
----------------
ITALY: 2.3%
1,746 @ Aedes S.p.A 7,347
7,714 Banca Antonveneta S.p.A 147,955
59,154 Banca Intesa S.p.A. 195,715
168,989 @ Banca Nazionale del
Lavoro S.p.A. 378,817
15,687 @ Banca Popolare di Milano SCRL 92,708
94,098 @ Beni Stabili S.p.A 69,259
40,737 @ Capitalia S.p.A 112,806
73,162 @ Cassa di RiS.p.Armio di
Firenze S.p.A 127,082
23,935 @ Credito Emiliano S.p.A 171,579
38,518 @ Saipem S.p.A. 361,077
42,416 @ Telecom Italia S.p.A. 136,014
----------------
1,800,359
----------------
JAPAN: 13.0%
5,175 @ Aeon Credit Service Co.Ltd 328,728
4,337 @ Canon, Inc. 227,550
19,058 Credit Saison Co. Ltd. 557,812
3,000 @ Daihatsu Motor Co.Ltd 17,942
29,700 @ Daiwa Securities Group Inc. 223,379
3,187 @ Denso Corp 67,145
4,000 @ Fuji Photo Film Co. Ltd. 128,676
66 Fuji Television Network Inc 172,244
24 @ Fuji Television Network, Inc. 62,199
4,800 @ Hitachi Capital Corp 80,946
6,241 @ Hitachi Construction Machinery
Co.Ltd 83,700
37,831 Hitachi Ltd. 265,679
7,175 @ Honda Motor Co. Ltd. 288,027
13,355 @ Ito-Yokado Co. Ltd. 555,475
15,418 @ Kao Corp. 368,143
19,126 @ Koito Manufacturing Co.Ltd 137,611
34,471 @ Matsushita Electric Industrial
Co. Ltd. 506,343
45 Mitsubishi Tokyo Financial
Group, Inc. 400,435
76 Mizuho Financial Group, Inc. 359,494
700 @ Nidec Corp. 75,547
28 Nippon Telegraph and
Telephone Corp. $ 147,161
59,796 @ Nomura Holdings, Inc. 970,998
65 @ NTT Docomo, Inc. 128,993
11,103 @ Pearson PLC 129,558
79,104 @ Royal and Sun Alliance
Insurance Group 112,575
42,000 @ Sanyo Electric Co. Ltd. 190,295
11,000 @ Sharp Corp. 198,360
32,362 @ Shiseido Co. Ltd. 397,945
602 SMC Corp. 69,007
18,652 @ Sony Corp. 721,708
98 Sumitomo Mitsui Financial
Group, Inc. 740,628
6,358 @ Takashimaya Co.Ltd 76,684
200 Takeda Chemical Industries Ltd. 8,065
32,716 The Seiyu Ltd. 117,399
11,830 The Sumitomo Trust and
Banking Co. Ltd. 71,180
27,500 @ Tokyo Broadcasting System, Inc. 548,231
8,200 @ Toyota Motor Corp. 296,480
37 UFJ Holdings Inc. 228,997
6,302 @ Uni-Charm Corp. 298,097
6,000 @ Yamaha Motor Co.Ltd. 85,796
----------------
10,445,232
----------------
LUXEMBOURG: 0.5%
6816 @,L Millicom Intl. Cellular SA 171,286
3,945 @ SBS Broadcasting SA 124,228
14,167 @ WPP Group PLC 139,685
----------------
435,199
----------------
MEXICO: 1.1%
247 ApasCo.SA de CV 12,600
1,924 @ Coca-Cola Femsa SA 40,904
57,313 @ Fomento EconomiCo.Mexicano
SA de CV 250,084
130,385 Grupo Financiero Banorte SA
de CV 461,914
53,001 @ Grupo Financiero Inbursa SA 66,834
22,383 Grupo Modelo SA 56,332
----------------
888,668
----------------
NETHERLANDS: 2.3%
5,338 @ Euronext NV 157,542
1,321 @ Grolsch NV 37,451
34,635 Hagemeyer NV 74,734
7,244 @ Heineken NV 305,669
16,840 @ Koninklijke Ahold NV 130,408
12,776 Koninklijke Philips Electronics NV 347,963
28,126 @ Rank Group PLC 158,611
7,279 Royal Dutch Petroleum Co. 354,003
4,148 @ Unilever NV ADR 273,235
----------------
1,839,616
----------------
NORWAY: 1.7%
7,950 @ Norsk Hydro ASA 467,030
6,709 Smedvig ASA 64,058
986 S.p.Arebanken Midt-Norge 26,590
3,151 S.p.Arebanken Rogaland 119,425
36,341 @ Statoil ASA 454,259
39,594 @ Telenor ASA 260,303
----------------
1,391,665
----------------
</Table>
See Accompanying Notes to Financial Statements
50
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------
PHILIPPINES: 0.1%
4,500 Philippine Long Distance
Telephone $ 88,470
----------------
88,470
----------------
POLAND: 2.9%
10,537 @ Agora SA 125,339
93,051 Bank Millennium SA 73,636
29,460 Bank Pekao SA 916,398
1,071 @ Bank Przemyslowo-Handlowy
PBK SA 117,269
18,099 @ Bank Zachodni WBK SA 405,358
2,880 BRE Bank SA 82,061
17,949 @ Budimex SA 218,866
8,789 @ Orbis SA 54,023
91,275 @ Telekomunikacja Polska SA 370,238
----------------
2,363,188
----------------
PORTUGAL: 0.4%
47,631 Banco Comercial Portugues SA 110,770
4,571 Jeronimo Martins 49,151
24,214 @ Media Capital SGPS 125,395
5,852 Portugal Telecom SGPS SA 63,487
----------------
348,803
----------------
RUSSIA: 1.3%
594 @ LUKOIL ADR 64,598
3,784 MMC Norilsk Nickel 225,148
5,247 Moscow City Telephone 77,918
1,706 @ North-West Telecom 49,218
789 Sibirtelecom 29,666
3,291 @ Sun Interbrew Ltd. 26,827
3,740 Unified Energy System 100,980
28,794 L Uralsvyazinform 210,197
16,298 VolgaTelecom 94,528
10,966 @ Wimm-Bill-Dann Foods OJSC 186,312
----------------
1,065,392
----------------
SOUTH AFRICA: 0.7%
31,518 Nedcor Ltd. 270,993
32,423 @ Smith and Nephew PLC 329,175
----------------
600,168
----------------
SOUTH KOREA: 2.0%
13,195 Hana Bank 285,075
8,901 Kookmin Bank 332,266
2,990 LG Electronics, Inc. 181,436
1,240 Samsung Electronics Co. Ltd. 588,639
1,550 SK Telecom Co. Ltd. 264,201
----------------
1,651,617
----------------
SPAIN: 1.0%
921 BanCo.Pastor SA 27,944
17,376 @ Endesa SA 318,484
2,512 @ Fadesa SA 38,996
6,461 @ Grupo Empresarial Ence SA 177,364
14,233 Promotora de Informaciones
SA (PRISA) 253,710
----------------
816,498
----------------
SWEDEN: 1.5%
4,063 @ Autoliv, Inc. ADR 172,849
10,063 @ Elekta AB 179,803
10,114 Getinge AB 116,505
3,975 Nobia AB $ 43,187
67,724 Skandia Forsakrings AB 265,951
150,448 @ Telefonaktiebolaget
LM Ericsson 407,657
----------------
1,185,952
----------------
SWITZERLAND: 5.5%
19,793 ABB Ltd. 111,437
2,277 @ Baloise Holding Ltd. 92,373
22,260 @ Credit Suisse Group 784,577
6,464 @ Holcim Ltd. 333,769
1,047 @ Micronas Semiconductor Hold 48,732
1,431 Nestle SA 361,999
16,645 Novartis AG 742,003
12,764 Roche Holding AG 1,338,811
2,644 @ Swatch Group AG 351,249
2,641 UBS AG 187,697
----------------
4,352,647
----------------
TURKEY: 4.2%
138,985,000 Akbank Tas 646,670
70,998,000 Dogan Sirketler Grubu Hldgs 131,385
13,305,000 @ Dogan Yayin Holding 44,319
101,100,000 Haci Omer Sabanci Holding AS 329,635
20,220,000 Haci Omer Sabanci Holding AS 63,433
19,166,000 @ KOC Holding AS 88,500
21,132,000 @ Migros Turk TAS 105,772
25,583,570 @ Turk DIS Ticaret Bankasi 41,302
12,810,000 Turkcell Iletisim Hizmet AS 139,072
182,187,000 @ Turkiye Garanti Bankasi AS 558,698
154,279 @,L Turkiye Garanti Bankasi AS ADR 473,112
154,203,000 Turkiye IS Bankasi 551,696
56,270,000 @ Yapi VE Kredi Bankasi 119,998
----------------
3,293,592
----------------
UKRAINE: 0.0%
306 I Centrenergo 6,145
----------------
6,145
----------------
UNITED KINGDOM: 7.3%
248,442 @ BP PLC 2,147,817
23,081 @ British Sky Broadcasting PLC 272,601
6,545 Burberry Group PLC 44,976
35,406 Diageo PLC 474,989
20,881 @ HHG PLC 17,493
7,658 Highland Gold Mining Ltd 34,460
8,569 @ Peter Hambro Mining PLC 78,715
12,303 Reckitt Benckiser PLC 319,847
20,321 Reed Elsevier PLC 189,192
13,624 @ Royal Bank of Scotland
Group PLC 409,034
7,801 @ Scottish and Newcastle PLC 56,823
699,507 Vodafone Group PLC 1,699,458
16,592 @ William Hill PLC 157,711
----------------
5,903,116
----------------
UNITED STATES: 0.2%
44,632 BAE Systems PLC 166,015
----------------
166,015
----------------
VENEZUELA: 0.2%
9,848 Cia Anonima Nacional Telefonos
de Venezuela - CANTV ADR 188,589
----------------
188,589
----------------
Total Common Stock
(Cost $62,293,574) 63,401,248
----------------
</Table>
See Accompanying Notes to Financial Statements
51
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------------------
CORPORATE BONDS: 1.5%
HUNGARY: 0.9%
$ 35,890,000 (1) Hungary Government Bond,
5.500%, due 02/12/14 $ 142,332
26,080,000 (1) Hungary Government Bond,
6.250%, due 06/12/08 112,511
52,710,000 (1) Hungary Government Bond,
6.750%, due 02/12/13 228,927
47,750,000 (1) Hungary Government Bond,
7.000%, due 06/24/09 211,665
----------------
695,435
----------------
UNITED STATES: 0.6%
44 @,# Morgan Stanley,
0.000%, due 10/08/04 525,316
----------------
525,316
----------------
Total Corporate Bonds
(Cost $1,232,382) 1,220,751
----------------
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------
MUTUAL FUNDS: 8.3%
INDIA: 0.4%
7,740 @ SandP CNX Nifty Index 312,611
----------------
312,611
----------------
JAPAN: 3.8%
284,501 Nomura TOPIX Exchange
Traded Fund 3,098,818
----------------
3,098,818
----------------
UNITED STATES: 4.1%
24,499 L Ishares MSCI EAFE Index Fund 3,351,463
----------------
3,351,463
----------------
Total Mutual Funds
(Cost $6,601,055) 6,762,892
----------------
PREFERRED STOCK: 0.3%
GERMANY: 0.3%
898 Henkel KGaA 77,722
10,167 ProSieben SAT.1 Media AG 197,690
----------------
275,412
----------------
Total Preferred Stock
(Cost $208,244) 275,412
----------------
RIGHTS: 0.0%
SOUTH AFRICA: 0.0%
8,877 @ Nedcor Ltd. 19,001
----------------
19,001
----------------
Total Rights
(Cost $0) 19,001
----------------
WARRANTS: 0.5%
INDIA: 0.5%
457 @,#,E Dr. Reddy's Laboratories Ltd.,
Expires 11/05/08 8,934
301 @,#,E Dr. Reddy's Laboratories Ltd.,
Expires 10/22/08 5,885
8,398 @,E ICICI Bank Ltd.,
Expires 11/04/08 59,542
3,435 @,E ICICI Bank Ltd.,
Expires 12/12/08 $ 24,354
876 @,E National Housing
Development Finance,
Expires 06/09/08 11,721
464 @,E Ranbaxy Laboratories Ltd.,
Expires 06/25/08 11,090
29,993 E Satyam Computer Services Ltd.,
Expires 01/19/09 216,549
----------------
338,075
----------------
Total Warrants
(Cost $325,438) 338,075
----------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$70,660,693)* 89.1% $ 72,017,379
OTHER ASSETS AND
LIABILITIES-NET 10.9 8,788,696
----- ----------------
NET ASSETS 100.0% $ 80,806,075
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
E Equity Linked Product
# 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.
I Illiquid security
(1) Principal amount presented in Hungarian forint
L Loaned security, a portion or all of the security is on loan at April 30,
2004.
* Cost for federal income tax purposes is $70,699,541. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 3,393,539
Gross Unrealized Depreciation (2,075,706)
-------------
Net Unrealized Appreciation $ 1,317,833
=============
</Table>
See Accompanying Notes to Financial Statements
52
<Page>
PORTFOLIO OF INVESTMENTS
ING FOREIGN FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ----------------------------------------------------------------
Advertising 0.1%
Aerospace/Defense 0.4
Airlines 0.1
Apparel 0.4
Auto Manufacturers 1.1
Auto Parts and Equipment 0.6
Banks 21.1
Beverages 2.2
Building Materials 0.8
Commercial Services 0.2
Computer Services 0.5
Computers 0.3
Cosmetics/Personal Care 0.9
Distribution/Wholesale 0.2
Diversified Financial Services 4.6
Electric 1.4
Electrical Components and Equipment 1.8
Electronics 0.4
Engineering and Construction 1.7
Entertainment 0.2
Equity Fund 8.4
Food 2.4
Forest Products and Paper 0.4
Hand/Machine Tools 0.2
Healthcare-Products 0.9
Holding Companies-Diversified 1.0
Home Furnishings 1.6
Household Products/Wares 0.7
Insurance 1.8
Internet 0.3
Leisure Time 0.1
Lodging 0.1
Machinery-Construction and Mining 0.1
Machinery-Diversified 0.2
Media 3.4
Mining 0.9
Miscellaneous Manufacturing 0.9
Office/Business Equipment 0.3
Oil and Gas 8.0
Oil and Gas Services 0.9
Pharmaceuticals 4.8
Real Estate 0.4
Retail 1.4
Semiconductors 0.1
Sovereign 0.9
Telecommunications 9.4
Transportation 0.5
Other Assets and Liabilities, Net 10.9
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
53
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------
COMMON STOCK: 96.3%
AUSTRALIA: 0.7%
92,100 QBE Insurance Group Ltd. $ 774,894
----------------
774,894
----------------
BELGIUM: 2.7%
32,300 @ Belgacom SA 979,609
2,430 Electrabel 797,863
49,500 @ Fortis 1,077,583
----------------
2,855,055
----------------
CANADA: 1.9%
37,503 Encana Corp. 1,467,123
48,800 Methanex Corp. 544,686
----------------
2,011,809
----------------
CHILE: 0.4%
16,900 Banco Santander Chile SA ADR 421,824
----------------
421,824
----------------
DENMARK: 1.6%
50,000 Danske Bank A/S 1,123,586
17,700 TDC A/S 601,614
----------------
1,725,200
----------------
FINLAND: 1.5%
84,600 UPM-Kymmene OYJ 1,559,755
----------------
1,559,755
----------------
FRANCE: 7.7%
26,306 Lafarge SA 2,191,641
25,100 Schneider Electric SA 1,690,985
13,078 Societe Generale 1,089,572
17,700 Total SA ADR 1,630,525
5,339 Total SA 987,542
14,400 Valeo SA 593,642
----------------
8,183,907
----------------
GERMANY: 5.5%
30,200 Deutsche Boerse AG 1,656,257
25,700 RWE AG 1,116,789
43,100 Siemens AG 3,094,810
----------------
5,867,856
----------------
GREECE: 2.8%
58,200 Alpha Bank A.E. 1,813,953
64,000 Greek Organization of Football
Prognostics SA 1,221,386
----------------
3,035,339
----------------
HONG KONG: 0.7%
1,345,000 L Giordano Intl. Ltd. 771,670
----------------
771,670
----------------
HUNGARY: 1.0%
57,600 OTP Bank Rt. 1,074,019
----------------
1,074,019
----------------
INDIA: 1.1%
75,100 L ICICI Bank Ltd. 1,164,050
----------------
1,164,050
----------------
IRELAND: 1.2%
42,300 Irish Life & Permanent PLC $ 655,138
108,210 @ Ryanair Holdings PLC 622,642
----------------
1,277,780
----------------
ISRAEL: 0.9%
15,700 Teva Pharmaceutical
Industries ADR 966,492
----------------
966,492
----------------
ITALY: 2.9%
195,300 Enel S.p.A. 1,556,875
64,300 @ Saipem S.p.A. 602,764
205,000 Snam Rete Gas S.p.A. 909,254
----------------
3,068,893
----------------
JAPAN: 21.6%
76,000 Amano Corp. 581,940
57,100 Chugai Pharmaceutical Co. Ltd. 864,093
30,800 Familymart Co. Ltd. 884,745
165,000 Hitachi Ltd. 1,158,760
173 Japan Retail Fund
Investment Corp. 1,145,965
165,000 JGC Corp. 1,462,281
51,000 Kao Corp. 1,217,752
14,400 Kyocera Corp. 1,191,355
69,500 Marui Co. Ltd. 1,090,789
106 Mitsubishi Tokyo Financial
Group, Inc. 943,247
127,000 NEC Corp. 997,771
119,000 Nikko Cordial Corp. 677,196
200 Nippon Telegraph &
Telephone Corp. 1,051,153
94,000 Nomura Holdings, Inc. 1,526,419
220 NTT Docomo, Inc. 436,591
48,200 Omron Corp 1,174,917
17,000 Otsuka Kagu Ltd. 617,734
105,000 Sekisui House Ltd. 1,113,226
47,500 Shimano, Inc. 1,112,659
19,250 T&D Holdings Inc 767,523
38,200 Takeda Chemical Industries Ltd. 1,540,392
128,000 Toshiba Corp. 588,066
29,100 Toyota Motor Corp. 1,052,141
----------------
23,196,715
----------------
MALAYSIA: 2.6%
523,400 AMMB Holdings BHD 531,664
47,000 @ British American Tobacco
Malaysia BHD 593,684
438,200 Malayan Banking BHD 1,210,815
459,753 Public Bank BHD 413,778
----------------
2,749,941
----------------
MEXICO: 0.9%
340,100 Wal-Mart de Mexico SA de CV 994,614
----------------
994,614
----------------
NETHERLANDS: 5.8%
70,700 @ ASML Holding NV 1,125,505
55,176 Koninklijke Philips Electronics NV 1,502,756
21,100 Royal Dutch Petroleum Co. 1,026,166
31,290 Royal Dutch Petroleum Co. ADR 1,522,572
15,300 @ Unilever NV ADR 1,007,834
----------------
6,184,833
----------------
</Table>
See Accompanying Notes to Financial Statements
54
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- -------------------------------------------------------------------------------
NEW ZEALAND: 0.7%
86,600 Fisher & Paykel Healthcare Corp. $ 704,188
----------------
704,188
----------------
NORWAY: 0.5%
127,200 Tomra Systems ASA 511,763
----------------
511,763
----------------
SINGAPORE: 2.6%
773,000 CapitaLand Ltd 731,453
67,000 @ DBS Group Holdings Ltd. 563,108
178,000 United Overseas Bank Ltd. 1,433,248
----------------
2,727,809
----------------
SOUTH AFRICA: 1.2%
130,300 L Gold Fields Ltd. ADR 1,325,151
----------------
1,325,151
----------------
SPAIN: 2.7%
81,793 Banco Bilbao Vizcaya
Argentaria SA 1,079,526
123,800 @ Telefonica SA 1,841,714
----------------
2,921,240
----------------
SWEDEN: 2.5%
26,500 Atlas Copco AB 929,648
331,000 Skandia Forsakrings AB 1,299,832
40,800 Swedish Match AB 411,234
----------------
2,640,714
----------------
SWITZERLAND: 5.9%
41,800 @ Credit Suisse Group 1,473,284
4,165 Nestle SA 1,053,617
12,100 Novartis AG 539,395
19,280 Novartis AG 863,744
12,000 Roche Holding AG 1,258,678
15,100 UBS AG 1,073,164
----------------
6,261,882
----------------
UNITED KINGDOM: 15.8%
278,000 BP PLC 2,403,353
91,300 British American Tobacco PLC 1,384,315
168,400 Diageo PLC 2,259,171
8,100 GlaxoSmithKline PLC ADR 340,200
68,225 GlaxoSmithKline PLC 1,411,927
72,100 @ Imperial Tobacco Group PLC 1,596,966
116,375 Kingfisher PLC 584,558
835,900 Legal & General Group PLC 1,386,002
80,200 Provident Financial PLC 1,024,011
64,700 Rio Tinto PLC 1,419,292
126,900 Severn Trent PLC 1,762,062
586,173 Vodafone Group PLC 1,424,112
----------------
16,995,969
----------------
UNITED STATES: 0.9%
16,000 Schlumberger Ltd. 936,480
----------------
936,480
----------------
Total Common Stock
(Cost $91,059,113) 102,909,842
----------------
<Caption>
PRINCIPAL
AMOUNT VALUE
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENT: 2.7%
$ 2,921,000 Goldman Sachs Repurchase
Agreement dated 04/30/04,
1.030%, due 05/03/04,
$2,921,251 to be received upon
repurchase (Collateralized by
Federal Farm Credit Bank
5.625%, Market Value
$2,979,560, due 06/15/06) $ 2,921,000
----------------
Total Repurchase Agreement
(Cost $2,921,000) 2,921,000
----------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$93,980,113)* 99.0% $ 105,830,842
OTHER ASSETS AND
LIABILITIES-NET 1.0 1,049,503
----- ----------------
NET ASSETS 100.0% $ 106,880,345
===== ================
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
L Loaned security, a portion or all of the security is on loan at April 30,
2004.
* Cost for federal income tax purposes is $94,046,163. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 13,381,182
Gross Unrealized Depreciation (1,596,503)
----------------
Net Unrealized Appreciation $ 11,784,679
================
</Table>
See Accompanying Notes to Financial Statements
55
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------------
Agriculture 3.7%
Airlines 0.6
Auto Manufacturers 1.0
Auto Parts and Equipment 0.6
Banks 16.9
Beverages 2.1
Building Materials 2.0
Chemicals 0.5
Cosmetics/Personal Care 1.1
Diversified Financial Services 5.1
Electric 3.2
Electrical Components and Equipment 1.6
Electronics 4.5
Engineering and Construction 1.3
Entertainment 1.1
Environmental Control 0.5
Food 1.9
Forest Products and Paper 1.4
Gas 0.8
Hand/Machine Tools 1.6
Healthcare-Products 0.6
Home Builders 1.0
Insurance 3.9
Leisure Time 1.0
Machinery-Construction and Mining 0.9
Mining 2.5
Miscellaneous Manufacturing 3.4
Oil and Gas 8.3
Oil and Gas Services 1.4
Pharmaceuticals 7.2
Real Estate 1.7
Retail 4.5
Semiconductors 1.0
Telecommunications 5.8
Water 1.6
Repurchase Agreement 2.7
Other Assets and Liabilities, Net 1.0
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
56
<Page>
ING INTERNATIONAL PORTFOLIO OF INVESTMENTS
SMALLCAP GROWTH FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- ---------------------------------------------------------------
COMMON STOCK: 97.6%
AUSTRALIA: 1.5%
533,092 BHP Steel Ltd. $ 2,263,791
1,652,200 @ Pacific Brands Ltd. 2,935,314
---------------
5,199,105
---------------
AUSTRIA: 2.2%
24,471 @ Erste Bank Der
Oesterreichischen
Sparkassen AG 3,662,436
122,976 @ Wienerberger AG 4,017,137
---------------
7,679,573
---------------
BELGIUM: 1.6%
22,400 Colruyt SA 2,409,974
75,100 @ UCB SA 3,005,080
---------------
5,415,054
---------------
BERMUDA: 0.9%
126,800 Frontline Ltd. 3,299,364
---------------
3,299,364
---------------
CANADA: 7.6%
258,900 Abitibi-Consolidated, Inc. 1,807,264
190,100 AGF Management Ltd. 2,557,244
174,900 @ CI Fund Management, Inc. 2,066,624
107,900 @ Cognos, Inc. 3,402,087
81,700 @ Cott Corp. 2,480,412
108,400 IPSCO, Inc. 1,962,669
63,400 @ Precision Drilling Corp. 3,036,860
117,000 @ RONA, Inc. 2,518,233
302,000 @ SunOpta Inc 2,835,780
127,000 Teck Cominco Ltd. 1,879,258
122,800 @ Westjet Airlines Ltd. 2,080,524
---------------
26,626,955
---------------
DENMARK: 2.2%
146,600 H Lundbeck A/S 2,975,547
53,450 ISS A/S 2,669,142
39,500 @ Jyske Bank 2,080,689
---------------
7,725,378
---------------
FINLAND: 2.0%
37,400 Nokian Renkaat OYJ 3,137,888
133,400 Tietoenator OYJ 3,973,855
---------------
7,111,743
---------------
FRANCE: 5.6%
42,400 Cie Generale D'Optique
Essilor Intl. SA 2,480,873
71,000 Dassault Systemes SA 2,898,897
308,200 Elior 2,756,140
13,000 IPSOS 1,337,869
171,500 @ JC Decaux SA 3,597,757
78,500 Neopost SA 4,329,639
21,100 @ Vinci SA 2,053,848
---------------
19,455,023
---------------
GERMANY: 4.4%
50,000 Continental AG 2,160,753
91,700 @ GPC Biotech AG 1,374,071
105,800 @ Hochtief AG 2,993,143
147,900 Hypo Real Estate Holding 4,024,610
164,200 MG Technologies AG 2,407,296
122,300 @ Singulus Technologies $ 2,455,676
---------------
15,415,549
---------------
GREECE: 1.3%
57,400 Coca Cola Hellenic
Bottling Co. SA 1,522,043
195,710 Cosmote Mobile
Communications SA 3,143,747
---------------
4,665,790
---------------
HONG KONG: 1.8%
10,942,000 @ First Pacific Co. 2,553,199
300,000 Kerry Properties Ltd. 436,550
964,000 Kingboard Chemicals Holdings 1,816,816
250,000 Wing Hang Bank Ltd. 1,586,579
---------------
6,393,144
---------------
IRELAND: 3.2%
390,700 Anglo Irish Bank Corp. PLC 6,393,016
250,000 Grafton Group PLC 1,849,077
147,300 Kerry Group Plc 2,825,222
---------------
11,067,315
---------------
ITALY: 4.5%
95,100 Banco Popolare di
Verona e Novara Scrl 1,582,340
320,700 @ Bulgari S.p.A. 3,048,611
274,000 Buzzi Unicem S.p.A. 3,636,035
177,600 @ Fondiaria-Sai SpA 3,919,463
382,900 Saipem S.p.A. 3,589,401
---------------
15,775,850
---------------
JAPAN: 24.8%
97,700 Aoyama Trading Co. Ltd. 2,257,578
863,000 Bank of Yokohama Ltd. 4,715,591
128,500 @ C&S Co. Ltd. 2,922,704
138,300 @ Familymart Co. Ltd. 3,972,732
20,800 Funai Electric Co. Ltd. 3,094,885
96,300 @ Hitachi Software
Engineering Co. Ltd. 2,377,939
57,700 Hogy Medical Co. Ltd. 2,948,919
117,500 Hokuto Corp. 1,840,945
121,800 JSR Corp. 2,566,128
200,000 Kamigumi Co. Ltd. 1,386,435
428,000 Kinden Corp. 2,621,793
3,016,000 @ Kobe Steel Ltd. 4,181,487
69,800 @ Komeri Co. Ltd. 1,910,163
292,000 Leopalace21 Corp. 4,892,464
1,682,000 Marubeni Corp. 4,237,198
214,700 Marui Co. Ltd. 3,369,674
822,000 Mitsui
Mining & Smelting Co. Ltd. 3,463,640
145,000 Nippon Electric Glass Co. Ltd. 3,416,248
98,400 Pioneer Corp. 2,808,754
268,000 @ Sega Corp. 2,807,376
548,000 Sumitomo Bakelite Co. Ltd. 3,590,268
255,000 Taiyo Yuden Co. Ltd. 4,263,287
843,000 The Bank of Fukuoka Ltd. 4,438,248
550,000 The Sumitomo
Trust & Banking Co. Ltd. 3,309,320
149,000 Toho Gas Co. Ltd. 492,819
2,206 UMC Japan 1,999,003
98,900 Uni-Charm Corp. 4,678,157
186,000 @ Victor Co. of Japan Ltd. 2,039,418
---------------
86,603,173
---------------
</Table>
See Accompanying Notes to Financial Statements
57
<Page>
ING INTERNATIONAL PORTFOLIO OF INVESTMENTS
SMALLCAP GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- ----------------------------------------------------------------
LUXEMBOURG: 2.1%
1,426,100 @ Gemplus Intl. SA $ 3,299,416
80,100 @ SBS Broadcasting SA 2,522,349
48,349 Tenaris SA ADR 1,449,987
---------------
7,271,752
---------------
NETHERLANDS: 1.7%
114,500 @ ASM Intl. NV 2,374,550
238,266 Vedior NV ADR 3,461,740
---------------
5,836,290
---------------
NORWAY: 1.8%
227,400 @ Golar LNG Ltd. 2,941,925
332,600 Smedvig ASA 3,175,677
---------------
6,117,602
---------------
RUSSIA: 0.7%
26,000 @ Vimpel-Communications ADR 2,333,760
---------------
2,333,760
---------------
SINGAPORE: 1.3%
3,641,000 @ Hi-P Intl. Ltd. 2,632,126
2,000,000 Singapore Exchange Ltd. 1,916,013
---------------
4,548,139
---------------
SOUTH KOREA: 2.8%
458,400 Daegu Bank 2,629,251
50,800 Kumho Electric Co. Ltd. 2,589,031
18,600 Samsung SDI Co. Ltd. 2,377,807
69,400 You Eal Electronics Co. Ltd. 2,288,985
---------------
9,885,074
---------------
SPAIN: 1.3%
71,350 @ Fadesa SA 1,107,627
220,300 Red Electrica de Espana 3,583,638
---------------
4,691,265
---------------
SWEDEN: 2.9%
159,100 Alfa Laval AB 2,395,002
89,600 @ Autoliv, Inc. ADR 3,811,793
964,200 Skandia Forsakrings AB 3,786,398
---------------
9,993,193
---------------
SWITZERLAND: 4.6%
34,316 @ Actelion Ltd. 3,764,809
4,792 Geberit AG 2,912,306
70,000 @ Micronas Semiconductor Hold 3,258,137
29,686 @ Nobel Biocare Holding AG 4,023,843
45,430 Saurer AG 2,049,711
---------------
16,008,806
---------------
THAILAND: 0.8%
10,174,000 Krung Thai Bank PCL 2,720,865
---------------
2,720,865
---------------
UNITED KINGDOM: 14.0%
531,600 @ Acambis PLC 2,997,851
2,020,700 @ Aggregate Industries PLC 3,171,342
141,100 Barratt Developments PLC 1,542,617
342,000 Burberry Group PLC 2,350,151
387,800 @ Celltech Group PLC 2,890,104
257,800 Close Brothers Group PLC 3,744,249
190,000 Daily Mail & General Trust 2,259,177
358,500 @ De Vere Group PLC 2,860,880
678,200 EMI Group PLC $ 3,102,954
162,800 Man Group PLC 4,873,317
891,200 @ Premier Farnell PLC 3,982,664
468,200 Punch Taverns PLC 4,525,075
1,242,200 SMG PLC 2,533,304
833,500 Taylor Woodrow PLC 4,168,239
47,000,000 @ Telewest Communications PLC 1,250,222
314,900 United Business Media PLC 2,568,789
---------------
48,820,935
---------------
Total Common Stock
(Cost $273,624,421) 340,660,697
---------------
PREFERRED STOCK: 1.2%
GERMANY: 1.2%
213,750 ProSieben SAT.1 Media AG 4,157,816
---------------
Total Preferred Stock
(Cost $2,071,961) 4,157,816
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$275,696,382)* 98.8% $ 344,818,513
OTHER ASSETS AND
LIABILITIES-NET 1.2 4,140,980
----- ---------------
NET ASSETS 100.0% $ 348,959,493
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
* Cost for federal income tax purposes is $277,672,873. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 72,412,539
Gross Unrealized Depreciation (5,266,899)
---------------
Net Unrealized Appreciation $ 67,145,640
===============
</Table>
See Accompanying Notes to Financial Statements
58
<Page>
ING INTERNATIONAL PORTFOLIO OF INVESTMENTS
SMALLCAP GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ----------------------------------------------------------------
Advertising 1.4%
Agriculture 0.5
Airlines 0.6
Apparel 0.7
Auto Parts and Equipment 2.6
Banks 10.7
Beverages 1.1
Biotechnology 0.4
Building Materials 3.0
Chemicals 2.3
Commercial Services 2.2
Computers 2.1
Cosmetics/Personal Care 1.4
Distribution/Wholesale 1.2
Diversified Financial Services 4.4
Electric 1.0
Electrical Components and Equipment 1.6
Electronics 4.0
Engineering and Construction 2.2
Entertainment 0.9
Food 2.3
Food Service 0.8
Forest Products & Paper 0.5
Gas 0.1
Healthcare-Products 2.7
Holding Companies-Diversified 1.4
Home Builders 1.7
Home Furnishings 1.4
Household Products/Wares 0.8
Insurance 2.2
Iron/Steel 2.4
Lodging 0.8
Machinery-Diversified 1.3
Media 4.0
Mining 2.4
Miscellaneous Manufacturing 1.4
Office/Business Equipment 1.2
Oil and Gas 0.9
Oil and Gas Services 2.4
Pharmaceuticals 4.5
Real Estate 1.8
Retail 7.6
Semiconductors 2.2
Software 2.5
Telecommunications 2.6
Toys/Games/Hobbies 0.8
Transportation 1.8
Other Assets and Liabilities, Net 1.2
-----
NET ASSETS 100.0%
=====
</Table>
At April 30, 2004, the following forward currency exchange contracts were
outstanding for the ING International SmallCap Growth Fund:
<Table>
<Caption>
IN
SETTLEMENT EXCHANGE UNREALIZED
CURRENCY BUY/SELL DATE FOR VALUE APPRECIATION
- -------- -------- ---------- --------- --------- ------------
Swiss Franc USD
CHF 442,209 Buy 05/03/04 442,209 444,119 $ 1,910
Euro
EUR 342,647 Buy 05/03/04 342,647 346,244 3,597
Euro
EUR 1,386,206 Buy 05/03/04 1,386,206 1,400,758 14,552
Canadian Dollar
CAD 344,553 Sell 05/03/04 250,730 250,538 191
------------
$ 20,250
============
</Table>
See Accompanying Notes to Financial Statements
59
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL VALUE FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- ----------------------------------------------------------------
COMMON STOCK: 95.6%
BELGIUM: 1.1%
1,317,000 Interbrew $ 39,563,678
---------------
39,563,678
---------------
BRAZIL: 4.9%
10,027,700 Centrais Eletricas
Brasileiras SA ADR 52,758,738
2,415,900 Petroleo Brasileiro
SA - Petrobras ADR 60,276,705
402,867 L Tele Centro Oeste Celular
Participacoes SA 3,448,542
2,532,786 L Tele Norte Leste
Participacoes SA ADR 29,988,186
1,208,600 L Telecomunicacoes
Brasileiras SA ADR 34,578,045
---------------
181,050,216
---------------
FRANCE: 3.3%
3,554,700 @ Alcatel SA 52,966,820
1,463,100 Michelin (C.G.D.E.) 68,472,098
---------------
121,438,918
---------------
GERMANY: 9.6%
2,302,720 @ Bayerische Hypo-und
Vereinsbank AG 39,942,889
5,377,300 @ Deutsche Telekom AG 92,307,523
1,391,188 E.ON AG 92,223,323
411,200 @ Hypo Real Estate Holding 11,189,451
737,800 Schering AG 38,650,036
1,775,200 Volkswagen AG 78,141,146
---------------
352,454,368
---------------
HONG KONG: 0.9%
3,160,236 Jardine Matheson
Holdings Ltd. 31,918,384
---------------
31,918,384
---------------
ITALY: 2.7%
20,025,100 Banca Intesa S.p.A. 66,254,227
10,329,085 @ Telecom Italia S.p.A. 33,121,916
---------------
99,376,143
---------------
JAPAN: 22.6%
1,851,800 Daiichi Pharmaceutical
Co. Ltd. 32,453,275
12,859,700 Hitachi Ltd. 90,310,974
6,438 Japan Tobacco, Inc. 51,454,995
4,914,000 Matsushita Electric Industrial
Co. Ltd. 72,181,541
3,262 Millea Holdings, Inc. 46,407,866
10,636,000 Mitsubishi Heavy
Industries Ltd. 29,299,479
7,376 Mitsubishi Tokyo Financial
Group, Inc. 65,635,739
4,932,000 Mitsui Sumitomo Insurance
Co. Ltd. 46,435,123
9,623,000 Nippon Oil Corp. 53,017,842
13,125 Nippon Telegraph &
Telephone Corp. 68,981,922
1,049,000 Ono Pharmaceutical Co. Ltd. 45,056,953
3,822,000 Sankyo Co. Ltd. 70,825,880
11,494 Sumitomo Mitsui Financial
Group, Inc. 86,865,081
937,600 TDK Corp. $ 66,950,188
---------------
825,876,858
---------------
MEXICO: 1.6%
342,182 @,L Cemex SA de CV ADR 10,077,260
1,471,160 @ Telefonos de Mexico SA de
CV ADR 50,225,402
---------------
60,302,662
---------------
NETHERLANDS: 5.4%
1,411,000 Akzo Nobel NV 51,419,803
1,344,451 @ European Aeronautic
Defense and Space Co. 34,006,133
7,031,641 @ Koninklijke Ahold NV 54,452,650
883,600 @ Unilever NV ADR 58,204,052
---------------
198,082,638
---------------
NEW ZEALAND: 1.9%
19,516,744 @ Telecom Corp. of
New Zealand Ltd. 69,095,759
---------------
69,095,759
---------------
PORTUGAL: 2.0%
6,709,676 Portugal Telecom SGPS SA 72,791,377
---------------
72,791,377
---------------
RUSSIA: 1.4%
477,800 @ LUKOIL ADR 51,960,750
---------------
51,960,750
---------------
SINGAPORE: 3.4%
3,652,191 @ DBS Group Holdings Ltd. 30,695,190
6,060,800 @,# DBS Group Holdings Ltd. ADR 50,938,599
6,239,000 Overseas-Chinese Banking
Corp. 44,369,156
---------------
126,002,945
---------------
SOUTH KOREA: 2.4%
4,339,595 L Korea Electric Power Corp. 40,748,797
2,550,500 KT Corp. ADR 47,184,250
---------------
87,933,047
---------------
SPAIN: 7.4%
7,054,133 Banco Bilbao Vizcaya
Argentaria SA 93,102,379
3,584,570 Repsol YPF SA 75,498,555
6,806,060 @ Telefonica SA 101,250,545
---------------
269,851,479
---------------
SWITZERLAND: 4.9%
323,800 Nestle SA 81,911,461
91,700 Swisscom AG 28,466,181
446,274 @ Zurich Financial Services AG 70,558,515
---------------
180,936,157
---------------
UNITED KINGDOM: 19.5%
3,107,600 Abbey National PLC 24,936,851
22,621,100 BAE Systems PLC 84,142,148
4,901,200 British American Tobacco PLC 74,313,283
12,269,781 BT Group PLC 38,839,438
73,550,657 @,L Corus Group PLC 48,259,874
15,012,600 Friends Provident PLC 37,538,156
3,727,000 @ GlaxoSmithKline PLC 77,130,857
</Table>
See Accompanying Notes to Financial Statements
60
<Page>
PORTFOLIO OF INVESTMENTS
ING INTERNATIONAL VALUE FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- ----------------------------------------------------------------
UNITED KINGDOM (CONTINUED)
18,801,490 Imperial Chemical
Industries PLC $ 73,102,087
78,261,262 @,L Invensys PLC 27,063,214
15,774,951 Marks & Spencer Group PLC 77,280,195
12,610,356 Morrison WM Supermarkets 53,558,792
35,348,000 Royal & Sun Alliance
Insurance Group 50,304,611
4,168,373 SABmiller PLC 45,239,303
---------------
711,708,809
---------------
VENEZUELA: 0.6%
1,216,822 Cia Anonima Nacional
Telefonos de Venezuela-
CANTV ADR 23,302,141
---------------
23,302,141
---------------
Total Common Stock
(Cost $3,270,744,515) 3,503,646,329
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$3,270,744,515)* 95.6% $ 3,503,646,329
OTHER ASSETS AND
LIABILITIES-NET 4.4 162,736,141
----- ---------------
NET ASSETS 100.0% $ 3,666,382,470
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
GDR Global Depositary Receipt
# 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.
L Loaned security, a portion or all of the security is on loan at April 30,
2004.
* Cost for federal income tax purposes is $3,272,737,193. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 576,002,933
Gross Unrealized Depreciation (345,093,797)
---------------
Net Unrealized Appreciation $ 230,909,136
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- ---------------------------------------------------------------
Aerospace/Defense 3.2%
Agriculture 3.4
Auto Manufacturers 2.1
Auto Parts & Equipment 1.9
Banks 14.0
Beverages 2.3
Building Materials 0.3
Chemicals 3.4
Computers 1.8
Electric 5.1
Electrical Components & Equipment 2.5
Food 6.8
Holding Companies-Diversified 0.9
Home Furnishings 2.0
Insurance 6.9
Iron/Steel 1.3
Media 0.0
Miscellaneous Manufacturing 1.5
Oil and Gas 6.6
Pharmaceuticals 7.2
Retail 2.1
Telecommunications 20.3
Other Assets and Liabilities, Net 4.4
-----
NET ASSETS 100.0%
=====
</Table>
At April 30, 2004, the following forward currency exchange contracts were
outstanding for the ING International Value Fund:
<Table>
<Caption>
IN UNREALIZED
SETTLEMENT EXCHANGE APPRECIATION/
CURRENCY BUY/SELL DATE FOR VALUE (DEPRECIATION)
- -------- -------- ---------- ------------ ------------ --------------
Japanese Yen USD
JPY 871,780,560 Sell 05/07/04 7,921,893 $ 7,901,535 $ 20,359
Pound Sterling
GBP 3,172,209 Sell 05/05/04 5,627,023 5,622,757 4,265
Euro
EUR 2,195,295 Sell 05/03/04 2,588,252 2,631,617 (43,364)
Pound Sterling
GBP 514,464 Sell 05/04/04 912,197 912,333 (136)
------------
$ (18,876)
============
</Table>
See Accompanying Notes to Financial Statements
61
<Page>
PORTFOLIO OF INVESTMENTS
ING WORLDWIDE GROWTH FUND as of April 30, 2004 (Unaudited)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- ----------------------------------------------------------------
COMMON STOCK: 94.9%
AUSTRALIA: 0.4%
66,500 QBE Insurance Group Ltd. $ 559,506
---------------
559,506
---------------
BELGIUM: 0.5%
31,600 Fortis 687,912
---------------
687,912
---------------
BERMUDA: 1.0%
46,500 Tyco Intl., Ltd. 1,276,425
---------------
1,276,425
---------------
CANADA: 1.9%
26,532 Encana Corp. 1,037,936
51,900 @ GlaxoSmithKline PLC 1,074,079
30,100 Methanex Corp 335,964
---------------
2,447,979
---------------
CHILE: 0.2%
12,400 Banco Santander Chile SA ADR 309,504
---------------
309,504
---------------
DENMARK: 0.9%
31,400 Danske Bank A/S 705,612
12,500 TDC A/S 424,869
---------------
1,130,481
---------------
FINLAND: 1.1%
43,200 Nokia OYJ ADR 605,232
47,800 UPM-Kymmene OYJ 881,280
---------------
1,486,512
---------------
FRANCE: 3.4%
17,000 Lafarge SA 1,416,327
10,500 Schneider Electric SA 707,384
8,167 Societe Generale 680,420
8,820 Total SA 1,631,415
---------------
4,435,546
---------------
GERMANY: 2.8%
14,650 Deutsche Boerse AG 803,449
19,200 RWE AG 834,332
27,600 Siemens AG 1,981,827
---------------
3,619,608
---------------
GREECE: 1.7%
48,800 Alpha Bank A.E. 1,520,978
38,000 Greek Organization of Football
Prognostics SA 725,198
---------------
2,246,176
---------------
HONG KONG: 0.4%
889,000 Giordano Intl., Ltd. 510,048
---------------
510,048
---------------
HUNGARY: 0.7%
46,800 OTP Bank Rt. 872,640
---------------
872,640
---------------
INDIA: 0.7%
61,900 ICICI Bank Ltd. 959,450
---------------
959,450
---------------
IRELAND: 0.9%
29,600 Irish Life & Permanent PLC $ 458,442
112,490 @ Ryanair Holdings PLC 647,269
---------------
1,105,711
---------------
ISRAEL: 0.5%
11,500 Teva Pharmaceutical
Industries ADR 707,940
---------------
707,940
---------------
ITALY: 0.3%
45,500 Saipem S.p.A. 426,528
---------------
426,528
---------------
JAPAN: 11.1%
58,000 Amano Corp. 444,112
67,600 Chugai Pharmaceutical Co. Ltd. 1,022,989
29,500 Familymart Co. Ltd. 847,402
138,000 Hitachi Ltd. 969,145
86,500 Imperial Tobacco Group PLC 1,915,916
62,000 JGC Corp. 549,463
10,500 Kyocera Corp. 868,697
53,200 Marui Co. Ltd. 834,964
65 Mitsubishi Tokyo Financial
Group, Inc. 578,406
39,000 NEC Corp. 306,402
125,000 Nikko Cordial Corp. 711,341
160 Nippon Telegraph & Telephone
Corp. 840,923
76,000 Nomura Holdings, Inc. 1,234,126
160 NTT Docomo, Inc. 317,521
31,700 Omron Corp 772,715
15,200 Otsuka Kagu Ltd. 552,327
64,000 Sekisui House Ltd. 678,537
39,400 Shimano, Inc. 922,922
5,500 Takeda Chemical Industries
Ltd. 221,784
93,000 Toshiba Corp. 427,267
35,800 Toyota Motor Corp. 1,294,386
---------------
14,395,429
---------------
LUXEMBOURG: 0.7%
41,450 @ Rio Tinto 909,269
---------------
909,269
---------------
MALAYSIA: 1.9%
331,100 AMMB Holdings BHD 336,328
33,200 British American Tobacco
Malaysia BHD 419,368
417,500 Malayan Banking BHD 1,153,618
609,361 Public Bank BHD 548,425
---------------
2,457,739
---------------
MEXICO: 0.5%
241,700 Wal-Mart de Mexico SA de CV 706,846
---------------
706,846
---------------
NETHERLANDS: 2.9%
51,400 @ ASML Holding NV 818,259
35,223 Koninklijke Philips
Electronics NV 959,322
27,600 Royal Dutch Petroleum Co. 1,342,282
12,100 Royal Dutch Petroleum Co. ADR 588,786
---------------
3,708,649
---------------
</Table>
See Accompanying Notes to Financial Statements
62
<Page>
PORTFOLIO OF INVESTMENTS
ING WORLDWIDE GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
SHARES VALUE
- ----------------------------------------------------------------
NEW ZEALAND: 0.4%
68,400 Fisher & Paykel Healthcare
Corp. $ 556,195
---------------
556,195
---------------
NORWAY: 0.3%
105,700 Tomra Systems ASA 425,262
---------------
425,262
---------------
SINGAPORE: 1.5%
489,000 CapitaLand Ltd. 462,717
43,000 DBS Group Holdings Ltd. 361,398
136,300 United Overseas Bank Ltd. 1,097,482
---------------
1,921,597
---------------
SOUTH AFRICA: 0.4%
53,900 Gold Fields Ltd. ADR 548,163
---------------
548,163
---------------
SPAIN: 1.5%
55,988 Banco Bilbao Vizcaya
Argentaria SA 738,945
81,700 Telefonica SA 1,215,412
---------------
1,954,357
---------------
SWEDEN: 1.5%
18,300 Atlas Copco AB 641,983
203,500 Skandia Forsakrings AB 799,141
53,000 Swedish Match AB 534,201
---------------
1,975,325
---------------
SWITZERLAND: 3.1%
28,300 Credit Suisse Group 997,463
3,020 Nestle SA 763,967
12,380 Novartis AG 551,877
4,800 Roche Holding AG 503,471
16,500 UBS AG 1,172,663
---------------
3,989,441
---------------
UNITED KINGDOM: 6.2%
147,800 BP PLC 1,277,753
54,600 British American Tobacco PLC 827,860
123,000 Diageo PLC 1,650,106
110,250 Kingfisher PLC 553,792
649,000 Legal & General Group PLC 1,076,104
277,222 Vodafone Group PLC 673,513
---------------
7,975,044
---------------
UNITED STATES: 45.5%
9,000 3M Co. 778,320
6,400 Allergan, Inc. 563,520
7,500 Altria Group, Inc. 415,350
17,700 American Intl. Group 1,268,205
22,600 @ Amgen, Inc. 1,271,702
9,600 @ Amphenol Corp. 303,456
33,800 Apache Corp. 1,415,206
52,600 @ Applied Materials, Inc. 958,898
17,400 Astoria Financial Corp. 598,908
13,250 @ Barr Laboratories, Inc. 548,815
14,715 @ Biogen IDEC, Inc. 868,185
22,200 @ Boston Scientific Corp. 914,418
13,300 Capital One Financial Corp. 871,549
16,000 Carnival Corp. 682,720
34,400 @ Cendant Corp. 814,592
15,200 @ Chico's FAS, Inc. 619,096
100,800 @ Cisco Systems, Inc. $ 2,103,696
18,300 Citigroup, Inc. 880,047
22,800 @ Comcast Corp., Special A 660,972
56,500 @ Corning, Inc. 623,195
15,600 Countrywide Financial Corp. 925,080
11,300 Deere & Co. 768,852
58,530 @ DIRECTV Group, Inc. 1,047,687
13,200 @ eBay, Inc. 1,053,624
15,300 @ Electronic Arts, Inc. 774,486
41,200 Gap, Inc. 906,812
8,600 General Dynamics Corp. 805,132
100,000 General Electric Co. 2,995,000
9,600 Goldman Sachs Group, Inc. 928,800
50,500 Halliburton Co. 1,504,900
15,800 Harley-Davidson, Inc. 889,856
38,000 Hewlett-Packard Co. 748,600
48,700 Intel Corp. 1,253,051
10,500 International Business
Machines Corp. 925,785
11,700 Lehman Brothers Holdings, Inc. 858,780
14,200 Lockheed Martin Corp. 677,340
19,200 Medtronic, Inc. 968,832
14,600 Merck & Co., Inc. 686,200
81,700 Microsoft Corp. 2,121,749
14,900 @ National Semiconductor Corp. 607,771
20,700 @ Navistar Intl. Corp. 934,605
34,400 @ Nextel Communications, Inc. 820,784
29,900 @ Nvidia Corp. 614,146
53,000 @ Oracle Corp. 594,660
14,300 PepsiCo, Inc. 779,207
109,500 Pfizer, Inc. 3,915,720
22,800 @ Pharmaceutical Resources, Inc. 918,840
3,300 Procter & Gamble Co. 348,975
87,800 @ Provident Financial PLC 1,121,050
29,400 Rockwell Automation, Inc. 961,086
11,000 Schlumberger Ltd. 643,830
28,700 Sherwin-Williams Co. 1,092,035
22,450 Texas Instruments, Inc. 563,495
7,500 United Technologies Corp. 646,950
16,100 UnitedHealth Group, Inc. 989,828
24,000 Wal-Mart Stores, Inc. 1,368,000
12,900 Walt Disney Co. 297,087
63,500 @ Western Digital Corp. 513,080
34,800 @ Yahoo!, Inc. 1,756,008
17,900 @ Zimmer Holdings, Inc. 1,429,315
---------------
58,917,885
---------------
Total Common Stock
(Cost $103,221,459) 123,223,170
---------------
REAL ESTATE INVESTMENT TRUSTS: 0.3%
REAL ESTATE INVESTMENT TRUSTS:
0.3%
59 Japan Retail Fund Investment
Corp. 390,821
---------------
Total Real Estate Investment
Trusts (Cost $379,591) 390,821
---------------
MUTUAL FUNDS: 1.2%
UNITED STATES: 1.2%
67,500 Consumer Staples Select Sector
SPDR Fund 1,568,025
---------------
Total Mutual Funds
(Cost $1,437,750) 1,568,025
---------------
</Table>
See Accompanying Notes to Financial Statements
63
<Page>
PORTFOLIO OF INVESTMENTS
ING WORLDWIDE GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
<Table>
<Caption>
NUMBER OF
CONTRACTS VALUE
- ----------------------------------------------------------------
OPTIONS: 0.0%
UNITED STATES: 0.0%
9,600 Goldman Sachs Call, $125
strike price, expires
10/16/04 $ 2,880
---------------
Total Options
(Cost $11,808) 2,880
---------------
Total Long-Term Investments
(Cost $105,050,608) 125,184,896
---------------
<Caption>
PRINCIPAL
AMOUNT VALUE
- ----------------------------------------------------------------
REPURCHASE AGREEMENT: 3.6%
$ 4,674,000 Morgan Stanley Repurchase
Agreement dated 04/30/04,
1.030%, due 5/1/04,
$4,674,401 to be received
upon repurchase
(Collateralized by
$4,680,000 Federal Home Loan
Mortgage Corporation, 4.750
- 5.125%, Market Value
$4,775,135 due 12/08/10 -
07/15/12) $ 4,674,000
---------------
Total Repurchase Agreements
(Cost $4,674,000) 4,674,000
---------------
TOTAL INVESTMENTS IN
SECURITIES (COST
$109,724,608)* 100.0% $ 129,858,896
OTHER ASSETS AND
LIABILITIES-NET (0.0) (10,368)
----- ---------------
NET ASSETS 100.0% $ 129,848,528
===== ===============
</Table>
@ Non-income producing security
ADR American Depositary Receipt
* Cost for federal income tax purposes is $110,477,260. Net unrealized
appreciation consists of:
<Table>
Gross Unrealized Appreciation $ 21,693,775
Gross Unrealized Depreciation (2,312,139)
---------------
Net Unrealized Appreciation $ 19,381,636
===============
</Table>
<Table>
<Caption>
PERCENTAGE OF
INDUSTRY NET ASSETS
- --------------------------------------------------------------
Aerospace/Defense 1.6%
Agriculture 3.2
Airlines 0.5
Auto Manufacturers 1.7
Banks 9.9
Beverages 1.9
Biotechnology 1.6
Building Materials 1.1
Chemicals 1.1
Commercial Services 0.6
Computers 1.7
Cosmetics/Personal Care 0.3
Diversified Financial Services 6.8
Electric 0.6
Electrical Components and Equipment 1.0
Electronics 2.5
Engineering & Construction 0.4
Entertainment 0.6
Environmental Control 0.3
Equity Fund 1.2
Food 0.6
Forest Products & Paper 0.7
Hand/Machine Tools 0.5
Healthcare-Products 3.0
Healthcare-Services 0.8
Home Builders 0.5
Insurance 2.8
Internet 2.2
Leisure Time 1.9
Machinery-Construction and Mining 0.5
Machinery-Diversified 1.3
Media 1.5
Mining 1.1
Miscellaneous Manufacturing 5.7
Oil and Gas 5.6
Oil and Gas Services 2.0
Pharmaceuticals 8.3
Real Estate 0.4
REITs 0.3
Retail 5.3
Savings and Loans 0.5
Semiconductors 3.7
Software 2.7
Telecommunications 5.9
Repurchase Agreement 3.6
Other Assets and Liabilities, Net 0.0
-----
NET ASSETS 100.0%
=====
</Table>
See Accompanying Notes to Financial Statements
64
<Page>
PORTFOLIO OF INVESTMENTS
ING WORLDWIDE GROWTH FUND as of April 30, 2004 (Unaudited) (continued)
- --------------------------------------------------------------------------------
At April 30, 2004 the following forward foreign currency contracts were
outstanding for the ING Worldwide Growth Fund.
<Table>
<Caption>
IN
SETTLEMENT EXCHANGE
CURRENCY BUY/SELL DATE FOR VALUE DEPRECIATION
- -------- -------- ---------- --------- -------- ------------
GBP USD
British
Pound 200,781 Sell 05/04/2004 356,888 355,920 $ (968)
</Table>
CALL OPTIONS WRITTEN:
<Table>
<Caption>
SHARES
COMMON EXPIRATION STRIKE SUBJECT TO
STOCK DATE PRICE CALL VALUE
- ------ ---------- ------------ ------------ ------------
Goldman Sachs 10/07/04 $ 125 9,600 $ 1,440
</Table>
See Accompanying Notes to Financial Statements
65
<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 THE TIME DURING THE OVERSEEN HELD BY
AND AGE REGISTRANT(S) SERVED(1) PAST FIVE YEARS BY TRUSTEE TRUSTEE
------------- ----------------- --------------- ----------------------- ------------- -----------------------
INDEPENDENT TRUSTEES
Paul S. Doherty Trustee October 1999 - President and Partner, 117 University of
7337 E. Doubletree Ranch Rd. Present Doherty, Wallace, Massachusetts
Scottsdale, Arizona 85258 Pillsbury and Murphy, Foundation Board
Born: 1934 P.C., Attorneys (1996 - (April 2004 - Present)
Present).
J. Michael Earley Trustee February 2002 - President and Chief 117 None
7337 E. Doubletree Ranch Rd. Present Executive Officer,
Scottsdale, Arizona 85258 Bankers Trust Company,
Born: 1945 N.A. (1992 - Present).
R. Barbara Gitenstein Trustee February 2002 - President, College of 117 New Jersey Resources
7337 E. Doubletree Ranch Rd. Present New Jersey (1999 - (September 2003 -
Scottsdale, Arizona 85258 Present). Present)
Born: 1948
Walter H. May Trustee October 1999 - Retired. Formerly, 117 Trustee, Best Prep
7337 E. Doubletree Ranch Rd. Present Trustee of each of the Charity (1991 -
Scottsdale, Arizona 85258 funds managed by Present) - Charitable
Born: 1936 Northstar Investment organization.
Management Corporation
(1996 - 1999).
Jock Patton Trustee October 1999 - Private Investor 117 Director, Hypercom,
7337 E. Doubletree Ranch Rd. Present (ING (June 1997 - Present). Inc. (January 1999 -
Scottsdale, Arizona 85258 May-flower Formerly, Director and Present); JDA Software
Born: 1945 Trust) May Chief Executive Group, Inc. (January
1999 - Present Officer, Rainbow 1999 - Present); BG
(ING Mutual Multimedia Group, Inc. Associates, Inc.
Funds) (January 1999 -
December 2001);
Director of Stuart
Entertainment, Inc.;
Director of Artisoft,
Inc. (1994 - 1998).
David W.C. Putnam Trustee October 1999 - President and Director, 117 Anchor International
7337 E. Doubletree Ranch Rd. Present F.L. Putnam Securities Bond Trust (December
Scottsdale, Arizona 85258 Company, Inc. and its 2000 - 2002); F.L.
Born: 1939 affiliates (1978 - Putnam Foundation
Present); President, (December 2000 -
Secretary and Trustee, Present); Progressive
The Principled Equity Capital Accumulation
Market Fund (1996 - Trust (August 1998 -
Present). Present); Principled
Equity Market Fund
(November 1996 -
Present); Mercy
Endowment Foundation
(1995 - 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
1998 - Present); and
an Honorary Trustee,
Mercy Hospital (1973
- Present).
</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 THE TIME DURING THE OVERSEEN HELD BY
AND AGE REGISTRANT(S) SERVED(1) PAST FIVE YEARS BY TRUSTEE TRUSTEE
------------- ----------------- --------------- ----------------------- ------------- -----------------------
Blaine E. Rieke Trustee February 2001 - General Partner, 117 Trustee, Morgan Chase
7337 E. Doubletree Ranch Rd. Present Huntington Partners Trust Co. (January
Scottsdale, Arizona 85258 (January 1997 - 1998 - Present);
Born: 1933 Present). Chairman of Director, Members Trust
the Board and Trustee Co. (November 2003 -
of each of the funds Present).
managed by ING
Investment Management
Co. LLC (November
1998 - February 2001).
Roger B. Vincent Trustee February 2002 - President, Springwell 117 Director, AmeriGas
7337 E. Doubletree Ranch Rd. Present Corporation (1989 - Propane, Inc. (1998 -
Scottsdale, Arizona 85258 Present). Formerly, Present).
Born: 1945 Director Tatham
Offshore, Inc. (1996 -
2000).
Richard A. Wedemeyer Trustee October 1999 - Retired. Formerly, Vice 117 Touchstone Consulting
7337 E. Doubletree Ranch Rd. Present (ING President - Finance Group (1997 - Present);
Scottsdale, Arizona 85258 May-flower and Administration, Jim Henson Legacy
Born: 1936 Trust) February Channel Corporation (1994 - Present).
2001 - Present (1996 - 2002); Trustee,
(ING Mutual First Choice Funds
Funds) (1997 - 2001); and of
each of the funds
managed by ING
Investment Management
Co. LLC (1998 - 2001).
TRUSTEES WHO ARE "INTERESTED
PERSONS"
Thomas J. McInerney(2) Trustee February 2001 - Chief Executive 170 Director, Equitable
7337 E. Doubletree Ranch Rd. Present Officer, ING U.S. Life Insurance Co.,
Scottsdale, Arizona 85258 Financial Services Golden American Life
Born: 1956 (September 2001 - Insurance Co., Life
present); Member, ING Insurance Company of
Americas Executive Georgia, Midwestern
Committee (2001 - United Life Insurance
present); President, Co., ReliaStar Life
Chief Executive Officer Insurance Co., Security
and Director of Life of Denver,
Northern Life Insurance Security Connecticut
Company (2001 - Life Insurance Co.,
present), ING Aeltus Southland Life
Holding Company, Inc. Insurance Co., USG
(2000 - present), ING Annuity and Life
Retail Holding Company Company and United
(1998 - present). Life and Annuity
Formerly, General Insurance Co. Inc.
Manager and Chief (March 2001 - Present);
Executive Officer, ING Member of the Board,
Worksite Division Bushnell Performing
(December 2000 - Arts Center;
October 2001), St. Francis Hospital;
President, ING-SCI, National Conference of
Inc. (August 1997 - Community Justice; and
December 2000); Metro Atlanta Chamber
President, Aetna of Commerce.
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 THE TIME DURING THE OVERSEEN HELD BY
AND AGE REGISTRANT(S) SERVED(1) PAST FIVE YEARS BY TRUSTEE TRUSTEE
------------- ----------------- --------------- ----------------------- ------------- -----------------------
John G. Turner(3) Chairman October 1999 - Chairman, Hillcrest 117 Director, Hormel Foods
7337 E. Doubletree Ranch Rd. and Present Capital Partners (May Corporation (March
Scottsdale, Arizona 85258 Trustee 2002 - Present); 2000 - Present); Shopko
Born: 1939 Formerly, Vice Chairman Stores, Inc. (August
of ING Americas (2000 1999 - Present); and
- 2002); Chairman and M.A. Mortenson Company
Chief Executive Officer (March 2002 - Present);
of ReliaStar Financial Conseco, Inc.
Corp. (1993 - 2001); (September 2003 -
Chairman of ReliaStar Present).
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
7337 E. Doubletree Ranch Rd. Executive Officer present Officer, ING Investments, LLC(2)
Scottsdale, Arizona 85258 (December 2001 - Present).
Born: 1949 Chief Operating February 2002 - Formerly, Senior Executive Vice
Officer present President and Chief Operating
Officer, ING Investments, LLC(2)
(April 1995 - December 2000); and
Executive Vice President, ING
Investments, LLC(2) (May 1998 - June
2000).
Michael J. Roland Executive Vice February 2002 - Executive Vice President, Chief
7337 E. Doubletree Ranch Rd. President and present Financial Officer and Treasurer,
Scottsdale, Arizona 85258 Assistant Secretary ING Investments, LLC(2) (December
Born: 1958 2001 - Present). Formerly, Senior
Principal Financial May 1999 - Vice President, ING Investments,
Officer present LLC(2) (June 1998 - December
2001).
Stanley D. Vyner Executive Vice May 1999 - Executive Vice President, ING
7337 E. Doubletree Ranch Rd. President present Investments, LLC(2) and certain of
Scottsdale, Arizona 85258 its affiliates (July 2000 - Present)
Born: 1950 and Chief Investment Risk Officer
(June 2003 - Present); Formerly,
Chief Investment Officer for the
International Portfolios, ING
Investments, LLC(2) (July 1996 -
June 2003); and President and Chief
Executive Officer, ING Investments,
LLC(2) (August 1996 - August 2000).
Robert S. Naka Senior Vice November 1999 - Senior Vice President and Assistant
7337 E. Doubletree Ranch Rd. President present Secretary, ING Investments, LLC(2)
Scottsdale, Arizona 85258 (October 2001 - Present).
Born: 1963 Assistant Secretary May 1999 - Formerly, Senior Vice President
Present and Assistant Secretary, ING Funds
Services, LLC(3) (February 1997 -
August 1999).
Kimberly A. Anderson Senior Vice President November 2003 - Senior Vice President and Assistant
7337 E. Doubletree Ranch Rd. present Secretary, ING Investments, LLC(2)
Scottsdale, Arizona 85258 (October 2003 - Present). Formerly,
Born: 1964 Vice President and Assistant
Secretary, ING Investments, LLC(2)
(October 2001 - October 2003);
Secretary, ING Investments, LLC(2)
(October 2001 - August 2003);
Assistant Vice President, ING Funds
Services, LLC(3) (November 1999 -
January 2001); and has held various
other positions with ING Funds
Services, LLC(3) for more than the
last five years.
Robyn L. Ichilov Vice President and May 1999 - present Vice President, ING Funds Services,
7337 E. Doubletree Ranch Rd. Treasurer LLC(3) (October 2001 - Present) and
Scottsdale, Arizona 85258 ING Investments, LLC(2) (August
Born: 1967 1997 - Present).
J. David Greenwald Vice President August 2003 - present Vice President of Mutual Fund
7337 E. Doubletree Ranch Rd. Compliance, ING Funds Services,
Scottsdale, Arizona 85258 LLC(3) (May 2003 - Present).
Born: 1957 Formerly, Assistant Treasurer and
Director of Mutual Fund Compliance
and Operations, 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(4) (July 1995 -
Born: 1954 Present); Vice President (February
1996 - Present) and Chief Compliance
Officer (October 2001 - Present),
ING Investments, LLC(2).
</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
- ---------------------------- ------------------- --------------------- -----------------------------------
Huey P. Falgout, Jr. Secretary August 2003 - present Chief Counsel, ING U.S. Financial
7337 E. Doubletree Ranch Rd. Services (September 2003 -
Scottsdale, Arizona 85258 Present). Formerly, Counsel, ING
Born: 1963 U.S. Financial Services (November
2002 - September 2003); and
Associate General Counsel of AIG
American General (January 1999 -
November 2002).
Todd Modic Vice President August 2003 - present Vice President of Financial
7337 E. Doubletree Ranch Rd. Reporting - Fund Accounting of
Scottsdale, Arizona 85258 ING Fund Services, LLC(3)
Born: 1967 (September 2002 - Present).
Formerly, Director of Financial
Reporting, ING Investments, LLC(2)
(March 2001 - September 2002);
Director of Financial Reporting,
Axient Communications, Inc. (May
2000 - January 2001); and Director
of Finance, Rural/Metro Corporation
(March 1995 - May 2000).
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 - 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.
(2) ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING
Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim
Investments, Inc., which was previously known as Pilgrim Investments, Inc.
and before that was known as Pilgrim America Investments, Inc.
(3) ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING
Pilgrim Group, LLC is the sucessor in interest to INGPilgrim Group, Inc.,
which was previously known as Pilgrim Group, Inc. and before that was known
as Pilgrim America Group, Inc.
(4) ING Funds Distributor, LLC is the sucessor in interest to ING Funds
Distributor, Inc., which was previously known as ING Pilgrim Securities,
Inc., and before that was known as Pilgrim Securities, Inc., and before
that was known as Pilgrim America Securities, Inc.
70
<Page>
ING Funds Distributor, LLC offers the funds listed below. Before investing in a
fund, shareholders should carefully review the fund's prospectus. Investors may
obtain a copy of a prospectus of any ING Fund by calling (800) 992-0180.
DOMESTIC EQUITY GROWTH FUNDS
ING Growth Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING Disciplined LargeCap Fund
ING SmallCap Opportunities Fund
ING Small Company 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 LargeCap Value Fund
ING MagnaCap Fund
ING MidCap Value Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING Value Opportunity Fund
DOMESTIC EQUITY AND INCOME FUNDS
ING Balanced Fund
ING Convertible Fund
ING Equity and Bond Fund
ING Equity 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 Lexington Money Market Fund*
ING Intermediate Bond Fund
ING National Tax Exempt Bond Fund
ING Money Market Fund*
ING Aeltus Money Market Fund*
STRATEGIC ALLOCATION FUNDS
ING Strategic Allocation Growth Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Income Fund
INTERNATIONAL EQUITY FUNDS
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 FUNDS
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Worldwide Growth Fund
ING Global Science and Technology Fund
LOAN PARTICIPATION FUND
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 85258-2034
ADMINISTRATOR
ING Funds Services, LLC
7337 E. Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
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
The Bank of New York
100 Colonial Center Parkway, Suite 300
Lake Mary, FL 32746
LEGAL COUNSEL
Dechert LLP
1775 I Street, N.W.
Washington, D.C. 20006
INDEPENDENT AUDITORS
KPMG LLP
99 High Street
Boston, MA 02110-2371
FOR MORE COMPLETE INFORMATION ABOUT ANY ING FUND, PLEASE CALL YOUR INVESTMENT
PROFESSIONAL OR ING FUNDS DISTRIBUTOR, LLC AT (800) 992-0180 FOR A PROSPECTUS OR
LOG ON TO www.ingfunds.com. PLEASE READ THE PROSPECTUS CAREFULLY AND CONSIDER
THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF ANY FUND BEFORE
INVESTING. THE PROSPECTUS CONTAINS THIS INFORMATION AND OTHER FUND SPECIFIC
INFORMATION. THE FUND'S PROXY VOTING RECORD WILL BE AVAILABLE WITHOUT CHARGE ON
OR ABOUT AUGUST 31, 2004 ON THE FUND'S WEBSITE AT www.ingfunds.com AND ON THE
SEC'S WEBSITE www.sec.gov.
[ING FUNDS LOGO] PRSAR-INTLIQ (0404-062804)
<Page>
ITEM 2. CODE OF ETHICS.
The information required by this Item is only required in an annual report.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
The information required by this Item is only required in an annual report.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
The information required by this Item is only required in an annual report.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable.
ITEM 6. SCHEDULE OF INVESTMENTS
Schedule is included as part of the report to shareholders filed under Item 1 of
this Form.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS
Not applicable.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which shareholders may
recommend nominees to the registrant's Board during the period covered by the
N-CSR filing. The Board has a Nominating Committee for the purpose of
considering and presenting to the Board candidates it proposes for nomination to
fill Independent Trustee vacancies on the Board. The Committee currently
consists of all Independent Trustees of the Board (6 individuals). Currently,
there is no written charter for the Nominating Committee and neither the
Committee nor the Board has adopted a formal policy regarding the consideration
of nominees recommended by shareholders. It is anticipated that these matters
will be considered by the Committee and the Board during the upcoming year and
that a formal charter containing policies with respect to the consideration of
nominees recommended by shareholders will be approved by the Board.
<Page>
ITEM 10. CONTROLS AND PROCEDURES.
(a) Based on our evaluation conducted within 90 days of the filing date,
hereof, the design and operation of the registrant's disclosure
controls and procedures are effective to ensure that material
information relating to the registrant is made known to the certifying
officers by others within the appropriate entities, particularly during
the period in which Forms N-CSR are being prepared, and the
registrant's disclosure controls and procedures allow timely
preparation and review of the information for the registrant's Form
N-CSR and the officer certifications of such Form N-CSR.
(b) There were no significant changes in the registrant's internal controls
that occurred during the second fiscal quarter of the period covered by
this report that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
ITEM 11. EXHIBITS.
(a)(1) Not applicable.
(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
(3) Not applicable.
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: July 9, 2004
<Page>
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: July 9, 2004
By /s/Michael J. Roland
--------------------
Michael J. Roland
Executive Vice President and Chief Financial Officer
Date: July 9, 2004