<Page>
As filed with the Securities and Exchange Commission on November 22, 2006
Securities Act File No. 333-137955
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |X|
Pre-Effective Amendment No. 2
Post-Effective Amendment No. |_|
ING EQUITY TRUST
(Exact Name of Registrant as Specified in Charter)
7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034
(Address of Principal Executive Offices) (Zip Code)
1-800-992-0180
(Registrant's Area Code and Telephone Number)
Huey P. Falgout, Jr.
ING Investments, LLC
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
(Name and Address of Agent for Service)
With copies to:
Jeffrey S. Puretz, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, DC 20006-2401
----------
Approximate Date of Proposed Public Offering:
As soon as practicable after this Registration Statement becomes effective.
- --------------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until this Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
- --------------------------------------------------------------------------------
No filing fee is required because an indefinite number of shares have previously
been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended.
================================================================================
<Page>
ING DISCIPLINED LARGECAP FUND
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
1-800-992-0180
November 27, 2006
Dear Shareholder:
The Board of Trustees has called a Special Meeting of shareholders of
ING Disciplined LargeCap Fund ("Disciplined LargeCap Fund"), which is scheduled
for 10:00 a.m., Local time, on January 4, 2007, at 7337 East Doubletree Ranch
Road, Scottsdale, Arizona 85258-2034.
The Board of Trustees of Disciplined LargeCap Fund has reviewed and
recommends the proposed reorganization (the "Reorganization") of Disciplined
LargeCap Fund with and into ING Fundamental Research Fund ("Fundamental Research
Fund") (each a "Fund" and collectively, the "Funds"). Both Funds are members of
the mutual fund group called the "ING Funds."
If approved by shareholders, you will become a shareholder of
Fundamental Research Fund on the date that the Reorganization occurs. The
Reorganization would provide shareholders of Disciplined LargeCap Fund with an
opportunity to participate in a larger fund with similar investment objectives.
You are being asked to vote to approve an Agreement and Plan of
Reorganization. The accompanying document describes the proposed transaction and
compares the strategies and expenses of each Fund for your evaluation.
AFTER CAREFUL CONSIDERATION, THE BOARD OF TRUSTEES OF DISCIPLINED
LARGECAP FUND UNANIMOUSLY APPROVED THIS PROPOSAL AND RECOMMENDS SHAREHOLDERS
VOTE "FOR" THE PROPOSAL.
A Proxy Statement/Prospectus that describes the Reorganization is
enclosed. We hope that you can attend the Special Meeting in person; however, we
urge you in any event to vote your shares by completing and returning the
enclosed proxy card in the envelope provided at your earliest convenience.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. TO
AVOID THE ADDED COST OF FOLLOW-UP SOLICITATIONS AND POSSIBLE ADJOURNMENTS,
PLEASE TAKE A FEW MINUTES TO READ THE PROXY STATEMENT/PROSPECTUS AND CAST YOUR
VOTE. IT IS IMPORTANT THAT YOUR VOTE BE RECEIVED NO LATER THAN JANUARY 3, 2007.
Disciplined LargeCap Fund is using Computershare Fund Services, a
proxy solicitation firm, to assist shareholders in the voting process. As the
date of the Special Meeting approaches, if we have not already heard from you,
you may receive a telephone call from Computershare Fund Services, reminding you
to exercise your right to vote.
We appreciate your participation and prompt response in this matter
and thank you for your continued support.
Sincerely,
/s/ Shaun P. Mathews
----------------------------------------
Shaun P. Mathews
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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<Page>
ING DISCIPLINED LARGECAP FUND
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
1-800-992-0180
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF ING DISCIPLINED LARGECAP FUND
SCHEDULED FOR JANUARY 4, 2007
To the Shareholders:
NOTICE IS HEREBY GIVEN that a Special Meeting of shareholders of ING
Disciplined LargeCap Fund ("Disciplined LargeCap Fund") is scheduled for
January 4, 2007 at 10:00 a.m., Local time, at 7337 East Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034.
At the Special Meeting, you will be asked to consider and approve the
following proposals:
(1) To approve an Agreement and Plan of Reorganization by and among
Disciplined LargeCap Fund and ING Fundamental Research Fund
("Fundamental Research Fund"), providing for the reorganization
of Disciplined LargeCap Fund with and into Fundamental Research
Fund; and
(2) To transact such other business, not currently contemplated, that
may properly come before the Special Meeting, or any
adjournment(s) or postponement(s) thereof, in the discretion of
the proxies or their substitutes.
Shareholders of record as of the close of business on October 10,
2006, are entitled to notice of, and to vote at, the Special Meeting or any
adjournment thereof. Your attention is called to the accompanying Proxy
Statement/Prospectus. Regardless of whether you plan to attend the Special
Meeting, PLEASE COMPLETE, SIGN AND RETURN PROMPTLY THE ENCLOSED PROXY CARD so
that a quorum will be present and a maximum number of shares may be voted.
Proxies may be revoked at any time before they are exercised by executing and
submitting a revised proxy, by giving written notice of revocation to
Disciplined LargeCap Fund or by voting in person at the Special Meeting.
By Order of the Board of Trustees
/s/ Huey P. Falgout, Jr.
----------------------------------------
Huey P. Falgout, Jr.
SECRETARY
November 27, 2006
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<Page>
ING FUNDAMENTAL RESEARCH FUND
PROXY STATEMENT/PROSPECTUS
NOVEMBER 27, 2006
TABLE OF CONTENTS
<Table>
INTRODUCTION 1
SUMMARY 2
The Proposed Reorganization 2
Comparison of Investment Objectives and Principal Investment Strategies 4
Comparison of Portfolio Characteristics 6
Comparison of Fund Performance 7
Comparison of Investment Techniques and Principal Risks of Investing in
the Funds 10
COMPARISON OF FEES AND EXPENSES 11
Management Fees 11
Sub-Adviser Fees 11
Administration Fees 12
Distribution and Service Fees 12
Expense Limitation Arrangements 12
Expense Tables 12
General Information 15
Key Differences in Rights of ING Disciplined Largecap Fund's
Shareholders and ING Fundamental Research Fund's Shareholders 15
INFORMATION ABOUT THE REORGANIZATION 15
The Reorganization Agreement 15
Reasons for the Reorganization 16
Board Considerations 16
Tax Considerations 17
Expenses of the Reorganization 17
ADDITIONAL INFORMATION ABOUT THE FUNDS 17
Form of Organization 17
Adviser 17
Distributor 18
Dividends and Other Distributions 18
Capitalization 18
GENERAL INFORMATION ABOUT THE PROXY STATEMENT 18
Solicitation of Proxies 18
Voting Rights 19
Other Matters to Come Before the Special Meeting 20
Shareholder Proposals 20
APPENDICES
Portfolio Managers' Report for ING Fundamental Research Fund A-1
Form of Agreement and Plan of Reorganization B-1
Additional Information Regarding ING Fundamental Research Fund C-1
Additional ING Funds Offered D-1
Security Ownership of Certain Beneficial and Record Owners E-1
</Table>
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<Page>
PROXY STATEMENT/PROSPECTUS
ING FUNDAMENTAL RESEARCH FUND
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
1-800-992-0180
NOVEMBER 27, 2006
INTRODUCTION
This combined proxy statement and prospectus ("Proxy
Statement/Prospectus") is being furnished to you in connection with a Special
Meeting of shareholders of ING Disciplined LargeCap Fund ("Disciplined LargeCap
Fund") to be held on January 4, 2007. As more fully described in this Proxy
Statement/Prospectus, the purpose of the Special Meeting is to vote on a
proposed reorganization ("Reorganization") of Disciplined LargeCap Fund with and
into ING Fundamental Research Fund ("Fundamental Research Fund") (each a "Fund"
and collectively, the "Funds").
Under an Agreement and Plan of Reorganization (the "Reorganization
Agreement"), Disciplined LargeCap Fund, with its principal place of business at
7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034, would transfer
its assets to Fundamental Research Fund in exchange for shares of beneficial
interest of Fundamental Research Fund and the assumption by Fundamental Research
Fund of Disciplined LargeCap Fund's known liabilities as of the Closing Date (as
defined below). Fundamental Research Fund shares would then be distributed to
shareholders of Disciplined LargeCap Fund so that each shareholder would receive
a number of full and fractional shares of Fundamental Research Fund equal to the
aggregate value of the number of shares of Disciplined LargeCap Fund held by
such shareholder. As a result of the Reorganization, Disciplined LargeCap Fund
will distribute shares of Fundamental Research Fund in liquidation of
Disciplined LargeCap Fund on January 13, 2007, or such other date as the parties
may agree ("Closing Date").
Because you, as a shareholder of Disciplined LargeCap Fund, are being
asked to approve the Reorganization Agreement that will result in a transaction
in which you will ultimately hold shares of Fundamental Research Fund, this
Proxy Statement also serves as a Prospectus for Fundamental Research Fund.
Fundamental Research Fund is a diversified, open-end management investment
company, which seeks to maximize total return through investments in a
diversified portfolio of common stocks and securities convertible into common
stock, as described more fully below.
This Proxy Statement/Prospectus, which should be read and retained for
future reference, sets forth concisely the information that a shareholder should
know before voting on the Reorganization Agreement. A Statement of Additional
Information ("SAI") relating to this Proxy Statement, dated November 27, 2006,
containing additional information about the Reorganization and the parties
thereto, has been filed with the U.S. Securities and Exchange Commission (the
"SEC") and is incorporated herein by reference. For a more detailed discussion
of the investment objectives, strategies and restrictions of the Funds, see the
Class A, B and C Prospectus for Disciplined LargeCap Fund dated September 30,
2006 and incorporated herein by reference; and the Class A, B and C Prospectus
for Fundamental Research Fund, dated December 28, 2005. The SAI for Disciplined
LargeCap Fund, dated September 30, 2006, and the SAI for Fundamental Research
Fund, dated December 28, 2005, are incorporated herein by reference. Each Fund
also provides periodic reports to its shareholders, which highlight certain
important information about the Funds, including investment results and
financial information. The annual report for each Fund, dated May 31, 2006, is
incorporated herein by reference. For a copy of the current prospectus, SAI,
annual report and semi-annual report for either of the Funds without charge, or
for a copy of the SAI relating to the Proxy Statement/Prospectus, contact the
Funds at ING Funds, 7337 East Doubletree Ranch Road, Scottsdale, Arizona
85258-2034 or by calling 1-800-992-0180. You can also visit the ING Funds'
website at www.ingfunds.com for additional information about the Funds,
including the SAIs and annual and semi-annual reports.
Each Fund is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and the Investment Company Act of
1940, as amended, and files reports, proxy materials and other information with
the SEC. You can copy and review information about each Fund, including the SAI,
reports, proxy materials and other information at the SEC's Public Reference
Room in Washington, D.C. You may obtain information on the Public Reference Room
by calling the SEC at 1-202-551-8090. Such materials are also available in the
EDGAR Database on the SEC's internet site at http://www.sec.gov. You may obtain
copies of this information, after paying a duplication fee, by electronic
request at the following e-mail address: publicinfo@sec.gov, or by writing the
SEC's Public Reference Section, Office of Consumer Affairs and Information,
Securities and Exchange Commission, Washington, D.C. 20549.
THE SEC HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR
DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
<Page>
SUMMARY
You should read this entire Proxy Statement/Prospectus carefully. You
should also review the Reorganization Agreement, which is attached hereto as
APPENDIX B. Also, you should consult the Class A, B and C Prospectus, dated
December 28, 2005, for more information about Fundamental Research Fund.
THE PROPOSED REORGANIZATION
The Board of Trustees of Disciplined LargeCap Fund has approved the
Reorganization Agreement. Subject to shareholder approval, the Reorganization
Agreement provides for:
- the transfer of all of the assets of Disciplined LargeCap Fund to
Fundamental Research Fund in exchange for shares of beneficial
interest of Fundamental Research Fund;
- the assumption by Fundamental Research Fund of the liabilities of
Disciplined LargeCap Fund known as of the Closing Date (as described
below);
- the distribution of Fundamental Research Fund shares to the
shareholders of Disciplined LargeCap Fund; and
- the complete liquidation of Disciplined LargeCap Fund.
Fundamental Research Fund shares would then be distributed to
shareholders of Disciplined LargeCap Fund so that each shareholder would receive
a number of full and fractional shares of Fundamental Research Fund equal to the
aggregate value of shares of Disciplined LargeCap Fund held by such shareholder.
As a result of the Reorganization, each owner of Class A, Class B and
Class C shares of Disciplined LargeCap Fund would become a shareholder of the
corresponding class of shares of Fundamental Research Fund. The Reorganization
is expected to be effective on January 13, 2007, or such other date as the
parties may agree (the "Closing Date"). Each Class A, Class B and Class C
shareholder of Disciplined LargeCap Fund will hold, immediately after the
Closing Date, shares of the corresponding class of Fundamental Research Fund
having an aggregate value equal to the aggregate value of the shares of the
corresponding class of Disciplined LargeCap Fund held by that shareholder as of
the Closing Date.
In considering whether to approve the Reorganization, you should note
that:
- The investment objective of Fundamental Research Fund, which will
survive in the combined Fund if the Reorganization is approved, is
to seek to maximize total return while Disciplined LargeCap Fund
seeks capital appreciation;
- Fundamental Research Fund's principal investment strategies, however,
are different from those of Disciplined LargeCap Fund; while both
Funds invest in a mix of large-sized growth and value companies,
Fundamental Research Fund employs a managed, fundamental research
approach to investing while Disciplined LargeCap Fund employs a
quantitative, index-based approach by overweighting those stocks in
the Standard & Poor's 500 Composite Stock Price Index that the
portfolio managers believe will outperform the Index;
- The relative size of the Funds, including that each Fund is a very
small fund -- perhaps too small to be viable; in addition, there is a
risk that the combined Fund after the Reorganization also may not
be viable over the long-term;
- Disciplined LargeCap Fund has a much longer record of performance than
Fundamental Research Fund, which was organized on December 28, 2005;
- Both Funds have the same investment adviser, ING Investments, LLC
("ING Investments" or "Adviser"), and the same sub-adviser, ING
Investment Management Co. ("ING IM" or "Sub-Adviser"); however,
Disciplined LargeCap Fund is managed by lead portfolio managers Omar
Aguilar and Douglas Cote, while Fundamental Research Fund is managed
by Christopher F. Corapi, who will be responsible for the day-to-day
management of the combined Fund after the Reorganization and will
manage the combined Fund under the same investment objective and
strategies as Fundamental Research Fund; and
- the Reorganization is intended to qualify for federal income tax
purposes as a tax-free reorganization; accordingly, pursuant to this
treatment, neither the Disciplined LargeCap Fund nor its shareholders,
nor Fundamental Research Fund nor its shareholders, are expected to
recognize any gain or loss for federal income tax purposes from the
transaction contemplated by the Reorganization Agreement;
- The proposed Reorganization is expected to result in lower net
operating expenses per share for all classes of shares of the
disappearing Disciplined LargeCap Fund.
2
<Page>
The (unaudited) gross and net operating expenses before and after the
Reorganization, expressed as an annual percentage of the average daily net
asset value per share for Class A, B and C shares of each Fund as of May
31, 2006, as adjusted per contractual changes, are as follows:
GROSS EXPENSES BEFORE THE REORGANIZATION
<Table>
<Caption>
CLASS A CLASS B CLASS C
------- ------- -------
Disciplined LargeCap Fund 1.50% 2.20% 2.20%
Fundamental Research Fund 3.74%* 4.49%* 4.49%*
</Table>
NET EXPENSES BEFORE THE REORGANIZATION (AFTER FEE WAIVER)
<Table>
<Caption>
CLASS A CLASS B CLASS C
------- ------- -------
Disciplined LargeCap Fund 1.36% 2.11% 2.11%
Fundamental Research Fund 1.25% 2.00% 2.00%
</Table>
AFTER THE REORGANIZATION: FUNDAMENTAL RESEARCH FUND PRO FORMA
<Table>
<Caption>
CLASS A CLASS B CLASS C
------- ------- -------
Gross estimated expenses of
Fundamental Research Fund 1.62%** 2.37%** 2.37%**
Net estimated expenses of Fundamental
Research Fund (After Fee Waiver) 1.25% 2.00% 2.00%
</Table>
- ----------
* Included in gross expenses is approximately 1.96% of Offering and
Organizational expense. This expense is non-recurring in nature and will
only continue through December 31, 2006. Without the non-recurring
Offering and Organizational expense, the gross expenses are 1.78%,
2.53% and 2.53% for Class A, Class B and Class C Shares, respectively.
** Included in gross expenses is approximately 0.21% of Offering and
Organizational expense. This expense is non-recurring in nature and will
only continue through December 31, 2006. Without the non-recurring Offering
and Organizational expense, the PRO FORMA gross expenses are 1.41%, 2.16%
and 2.16% for Class A, Class B and Class C Shares, respectively.
Approval of the Reorganization Agreement requires the affirmative
vote, if a quorum is present, of a majority of the shares voted in person or by
proxy. The holders of a majority of outstanding shares present in person or by
proxy shall constitute a quorum at any meeting of the shareholders.
AFTER CAREFUL CONSIDERATION, THE BOARD OF TRUSTEES OF DISCIPLINED
LARGECAP FUND UNANIMOUSLY APPROVED THE PROPOSED REORGANIZATION. THE BOARD
RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSED REORGANIZATION.
3
<Page>
COMPARISON OF INVESTMENT OBJECTIVES AND PRINCIPAL INVESTMENT STRATEGIES
The following summarizes the investment objective, principal
investment strategies and management differences between Disciplined LargeCap
Fund and Fundamental Research Fund:
<Table>
<Caption>
DISCIPLINED LARGECAP FUND FUNDAMENTAL RESEARCH FUND
------------------------------------------------------- -------------------------------------------------------
Investment The Fund seeks capital appreciation. The Fund seeks to maximize total return.
Objective
Principal - The Fund normally invests at least 80% of its - The Fund normally invests at least 65% of its
Investment total assets in common stocks included in the total assets in a diversified portfolio of common
Strategies Standard & Poor's 500 Composite Stock Price Index stocks and securities convertible into common
("S&P 500 Index"). The S&P 500 Index is a stock stocks.
market index comprised of common stocks of 500 of
the largest companies traded in the U.S. stock - The Fund seeks to invest in common stocks that the
markets and selected by Standard & Poor's Sub-Adviser believes have significant potential
Corporation. for capital appreciation. The Fund may also invest
in exchange traded funds ("ETFs"), initial public
- In managing the Fund, the Sub-Adviser attempts to offerings ("IPOs") and derivative instruments
achieve the Fund's investment objective by
overweighting those stocks in the S&P 500 Index - The Sub-Adviser applies quantitative research
that it believes will outperform the index, and methods to generate investment ideas within each
underweighting (or avoiding altogether) those sector. An experienced fundamental research team
stocks that it believes will underperform the then focuses on identifying the stocks it
index. considers the best ideas within each sector. The
Sub-Adviser then constructs the portfolio by
- The market capitalization of stocks included in selecting from these ideas while considering
the S&P 500 Index will change with market sector weights and overall risk control. In
conditions. The market capitalization of companies managing the Fund, the Sub-Adviser:
in the S&P 500 Index as of May 31, 2006, ranged
from $455.0 million to $371.9 billion. - Normally emphasizes stocks of larger
companies;
- In determining stock weightings, the Sub-Adviser
uses internally developed quantitative computer - May also invest a portion of the Fund's
models to evaluate various criteria such as the assets in stocks of small- and mid-sized
financial strength of each company and its companies, and up to 25% of its assets
potential for strong, sustained earnings growth. in stocks of foreign issuers, depending
The Sub-Adviser expects that there will be a upon market conditions; and
correlation between the performance of the Fund
and that of the S&P 500 Index in both rising and - Utilizes an intensive, fundamentally
falling markets, as the Fund is designed to have driven research process to evaluate
risk characteristics (E.G., price-to-earnings company growth, profitability and
ratio and dividend yield) which approximate those valuation characteristics (for example,
of the S&P 500 Index. price-to-earnings ratios, growth rates
and earnings estimates) to select
- The Fund may also invest in certain higher-risk securities within each sector. In
investments, including derivatives (generally, analyzing these characteristics, the
these investments will be limited to S&P 500 Index Sub-Adviser attempts to identify
futures and or options on futures of the S&P 500 positive earnings momentum and positive
Index). valuation characteristics in selecting
securities whose perceived value is not
reflected in their price.
- The Sub-Adviser may sell securities for a variety
of reasons, such as to secure gains, limit losses,
or redeploy assets into opportunities believed to
be more promising.
- The Fund may also lend portfolio securities on a
short-term or long-term basis, up to 33 1/3% of
its total assets.
</Table>
4
<Page>
<Table>
<Caption>
DISCIPLINED LARGECAP FUND FUNDAMENTAL RESEARCH FUND
------------------------------------------------------- -------------------------------------------------------
- The Sub-Adviser may sell securities for a variety
of reasons, such as to secure gains, limit losses,
or redeploy assets into opportunities believed to
be more promising, among others.
- The Fund also may lend portfolio securities on a
short-term or long-term basis, up to 33 1/3% of
its total assets.
- The Fund may engage in frequent and active trading
of portfolio securities to achieve its investment
objective.
Investment ING Investments, LLC ING Investments, LLC
Adviser
Sub-Adviser ING Investment Management Co. ING Investment Management Co.
Portfolio Omar Aguilar and Douglas Cote Christopher F. Corapi
Manager
</Table>
As you can see from the chart above, however, Fundamental Research
Fund's investment strategies are different from those of Disciplined LargeCap
Fund. While both Funds invest in a mix of large-sized growth and value
companies, Fundamental Research Fund employs a managed, fundamental research
approach to investing while Disciplined LargeCap Fund employs a quantitative,
index-based approach by overweighting those stocks in the S&P 500 Index that
the portfolio managers believe will outperform the S&P 500 Index. Unlike
Disciplined LargeCap Fund, Fundamental Research Fund also may invest in ETFs,
IPOs convertible securities and foreign securities. Disciplined LargeCap Fund
may engage in frequent and active trading of portfolio securities.
Please refer to the "Comparison of Portfolio Characteristics" table on
page 6 for more specific information regarding the portfolio characteristics of
the Funds.
5
<Page>
COMPARISON OF PORTFOLIO CHARACTERISTICS
The following table compares certain characteristics of the Funds as
of May 31, 2006:
<Table>
<Caption>
DISCIPLINED LARGECAP FUND FUNDAMENTAL RESEARCH FUND
----------------------------- --------------------------------
Net Assets $38,401,890 $5,237,150
Number of Holdings 144 73
Portfolio Turnover Rate(1) 173 54(2)
Average market capitalization of companies
in the Fund $92,464,878,147 $71,125,102,305
Market capitalization range of companies
in Fund:
Holdings in companies with market
capitalizations over $10 billion (as a
% of market value*) 92.55% 76.73%
Holdings in companies with market
capitalizations between $10 billion
and $5 billion (as a % of market value*) 5.83% 11.59%
Holdings in companies with market
capitalizations under $5 billion (as a
% of market value*) 1.62% 11.68%
Top 5 Industries (as % of net assets) Div Fincl Svcs 10.3% Div Fincl Svcs 7.9%
Oil and Gas 10.2% Telecommunications 6.7%
Retail 9.4% Oil and Gas 6.5%
Insurance 7.1% Pharmaceuticals 5.8%
Telecommunications 6.0% Electronics 5.6%
U.S. Equity Securities (as a % of market
value) $38,280,784 100.0% $4,381,661 88.8%
Foreign Securities (as a % of market value*) $0 0.0% $555,013 11.2%
Top 10 Holdings (as a % of market value*)
Exxon Mobil Corp. 3.9% KKR Private Equity 3.6%
General Electric Co. 2.9% AT & T, Inc. 3.3%
Procter&Gamble Co. 2.4% Wells Fargo & Co. 2.5%
Citigroup, Inc. 2.0% Exxon Mobil Corp. 2.4%
IBM Corp. 1.8% General Electric Co. 2.4%
Bank of America 1.8% Citigroup, Inc. 2.4%
ChevronTexaco Corp 1.8% Altria Group, Inc. 2.3%
Cisco Systems, Inc. 1.8% Bank of America Corp. 2.3%
Microsoft Corp. 1.6% Harrah's Entertainment 2.2%
PepsiCo, Inc. 1.6% Johnson & Johnson 2.1%
</Table>
- ----------
(1) For the one-year period ended May 31, 2006.
(2) For the period December 28, 2005 to May 31, 2006.
* Excluding securities lending collateral and repurchase agreement.
6
<Page>
COMPARISON OF FUND PERFORMANCE
Set forth below is the performance information for each Fund. The bar
charts and table below provide some indication of the risks of investing in each
Fund by showing changes in the performance of each Fund's Class A shares from
year to year and by comparing each Fund's performance to that of a broad-based
securities market index. Class B and Class C shares will have different
performance due to differing expenses. PAST PERFORMANCE (BEFORE AND AFTER TAXES)
IS NOT NECESSARILY AN INDICATION OF HOW THE FUNDS WILL PERFORM IN THE FUTURE.
DISCIPLINED LARGECAP FUND
CALENDAR YEAR-BY-YEAR RETURNS(1)(2)(3)(4)
The bar chart shows the performance of Disciplined LargeCap Fund's Class A
shares for each year since inception.
[CHART]
<Table>
<Caption>
1999 2000 2001 2002 2003 2004 2005
- ---- ------ ------ ------ ----- ----- -----
18.59 (12.79) (12.16) (22.48) 24.71 11.68 4.50
</Table>
- ----------
(1) These figures are for the year ended December 31 of each year. They do not
reflect sales charges and would be lower if they did.
(2) During the period shown in the chart, the Fund's best quarterly performance
was 14.05% for the 2nd quarter of 2003, and the Fund's worst quarterly
performance was (17.56)% for the 3rd quarter of 2002. Disciplined LargeCap
Fund's Class A shares' year-to-date total return as of June 30, 2006 was
2.07%.
(3) Prior to August 1, 2001, the Fund was managed by a different sub-adviser.
(4) Effective June 2, 2003, the Fund changed its name to ING Disciplined
LargeCap Fund from ING Research Enhanced Index Fund.
7
<Page>
COMPARISON OF FUND PERFORMANCE
FUNDAMENTAL RESEARCH FUND
Since Fundamental Research Fund had not had a full year of performance as of
December 31, 2005, there is no calendar year-by-year performance table
included in this Proxy Statement/Prospectus for the Fund. However,
performance of a similar mutual fund managed by ING Investments Management
Co. is presented below. Please visit the Funds' website at www.ingfunds.com
to obtain performance information once it is available.
PERFORMANCE OF A SIMILAR MUTUAL FUND MANAGED BY
ING INVESTMENT MANAGEMENT CO.
The tables below are designed to show how a substantially similar mutual fund
(""Comparable Fund'') managed by ING Investment Management Co. performed over
various periods in the past. The Comparable Fund has investment objectives,
policies, and strategies substantially similar to those of ING Fundamental
Research Fund. Annual returns of the Comparable Fund reflect the expenses of
that Fund, which may differ from the expenses of ING Fundamental Research
Fund.
The table below shows the returns for the Comparable Fund compared to the S&P
500(R) Index for the one-year and since inception periods ended December 31,
2005 and on an annual basis as of December 31, of prior years. This
information is designed to demonstrate the historical track record of ING
Investment Management Co. with respect to the Fundamental Research strategy.
It does not indicate how ING Fundamental Research Fund has performed or will
perform in the future. Past performance is not a guarantee of future results.
<Table>
<Caption>
AVERAGE ANNUAL TOTAL RETURNS(1)(2)
(AS OF DECEMBER 31, 2005)
COMPARABLE COMPARABLE FUND
FUND (%) (AT MAX (%) (WITH NO S&P 500(R)
SALES CHARGE)(3) SALES CHARGE) INDEX(4) (%)
One Year (0.68)% 5.38% 4.91%
Since Inception (12/10/2001)* 1.39% 2.88% 4.06%
</Table>
* Index return for the S&P 500(R) Index is for the period beginning
December 1, 2001.
<Table>
<Caption>
ANNUAL TOTAL RETURNS(1)(2)
(AS OF DECEMBER 31 OF EACH YEAR)
COMPARABLE FUND (%)
(WITH NO SALES CHARGE) S&P 500(R) INDEX(4) (%)
2005 5.33% 4.91%
2004 9.73% 10.88%
2003 26.99% 28.68%
2002 23.03% 22.10%
2001 (12/10/2001)** 0.85% 0.88%
</Table>
** Index return for the S&P 500(R) Index is for the period beginning
December 1,2001.
(1) Since Fundamental Research Fund was launched December 28, 2005, the Fund
does not have annual returns for at least one calendar year. The Fund's
Class A shares' year-to-date total return, excluding sales charges, as of
September 30, 2006 was 4.90%. Please visit the Fund's website at
www.ingfunds.com to obtain more performance information.
(2) Except to the extent performance in the first column of the Average
Annual Total Returns table has been adjusted to reflect the application
of the maximum Class A sales charge of 5.7% of ING Fundamental Research
Fund, the performance reflected of the Comparable Fund has not been
calculated in compliance with the method used by the SEC. This
presentation shows performance of a comparable mutual fund sub-advised
by ING Investment Management Co. The returns for the Comparable Fund in
the Average Annual Total Returns table and the Annual Total Return table
were adjusted to reflect the deduction of the net operating expenses for
Class A shares of ING Fundamental Research Fund. Net operating expenses
include investment advisory fees, distribution and service (Rule 12b-1)
fees, custodial fees, brokerage commissions and execution costs, and
other expenses, without the provision for any applicable federal or
state income taxes.
(3) Reflects the deduction of the maximum applicable Class A sales charge
of 5.75%.
(4) The S&P 500(R) Index is a broad-based, unmanaged index that measures
the performance of securities of approximately 500 of the largest
companies in the United States. It includes the reinvestment of
dividends and distributions net of withholding taxes, but does not
reflect fees, brokerage commissions or other expenses of investing.
8
<Page>
AVERAGE ANNUAL TOTAL RETURN
(FOR THE PERIODS ENDED MAY 31, 2006)
The table set forth below shows the average annual total return (before and
after taxes) for each Fund over time for each class of shares (including
deductions for sales charges) compared with a broad-based securities market
index. The after-tax returns shown for each Fund are for Class A shares only;
after-tax returns for other classes will vary.
<Table>
<Caption>
SINCE INCEPTION OF SINCE INCEPTION OF SINCE INCEPTION OF
1 YEAR 5 YEARS CLASS A(1) CLASS B(1) CLASS C(1)
------ ------- ------------------ ------------------ ------------------
DISCIPLINED LARGECAP FUND
Class A - Before Taxes 0.87% (0.19)% (0.15)% -- --
Class A - After Taxes on Distributions(2) 0.82% (0.22)% (0.22)% -- --
Class A - After Taxes on Distributions and
Sale of Fund Shares(2) 0.64% (0.18)% (0.16)% -- --
Class B - Before Taxes 1.27% (0.13)% -- (0.06)% --
Class C - Before Taxes 5.16% 0.23% -- -- (0.07)%
S&P 500 Index(3) 8.64% 1.96% 2.02%(4) 2.02%(4) 2.02%(4)
FUNDAMENTAL RESEARCH FUND
Class A - Before Taxes -- -- (4.24)% -- --
Class A - After Taxes on Distributions(2) -- -- (4.24)% -- --
Class A - After Taxes on Distributions and
Sale of Fund Shares(2) -- -- (2.76)% -- --
Class B - Before Taxes -- -- -- (5.28)% --
Class C - Before Taxes -- -- -- -- (2.82)%
S&P 500 Index(3) -- -- 1.77%(5) (0.08)%(6) (2.88)%(7)
</Table>
- ----------
(1) Class A, Class B and Class C shares of Disciplined LargeCap Fund commenced
operations on December 30, 1998. Class A, Class B and Class C shares of
Fundamental Research Fund commenced operations on December 28, 2005,
February 6, 2006 and April 17, 2006, respectively.
(2) After-tax returns are calculated using the historical highest individual
federal marginal income tax rates and do not reflect the impact of state
and local taxes. Actual after-tax returns depend on the investor's tax
situation and may differ from those shown. Furthermore, the after-tax
returns shown are not relevant to shareholders who hold fund shares through
tax-deferred arrangements such as 401(k) plans or individual retirement
accounts. After-tax returns for Class B and Class C shares will vary from
the after-tax returns presented for Class A shares.
(3) The S&P 500 Index is an unmanaged Index that measures the performance of
securities of approximately 500 large-capitalization companies whose
securities are traded on major U.S. stock markets.
(4) The Index returns are for the period beginning January 1, 1999.
(5) The Index returns are for the period beginning January 1, 2006.
(6) The Index returns are for the period beginning February 1, 2006.
(7) The Index returns are for the period beginning May 1, 2006.
For a discussion by the sub-adviser regarding the performance of
Fundamental Research Fund for the fiscal year ended May 31, 2006, see APPENDIX A
to this Proxy Statement/Prospectus. Additional information about Fundamental
Research Fund is included in APPENDIX C to this Proxy Statement/Prospectus.
9
<Page>
COMPARISON OF INVESTMENT TECHNIQUES AND PRINCIPAL RISKS OF INVESTING IN THE
FUNDS
Because the Funds have investment objectives that are similar, many of
the risks of investing in Fundamental Research Fund are the same as the risks of
investing in Disciplined LargeCap Fund. You may lose money on your investment in
either Fund. The value of each Fund's shares may go up or down, sometimes
rapidly and unpredictably. Market conditions, financial conditions of issuers
represented in the portfolio, investment strategies, portfolio management, and
other factors affect the volatility of each Fund's shares. The following
summarizes and compares the principal investment techniques and risks of
investing in the Funds.
PRICE VOLATILITY. Both Funds are subject to price volatility risk. The
value of each Fund changes as the prices of its investments go up or down.
Equity securities face market, issuer and other risks, and their values may
fluctuate, sometimes rapidly and unpredictably. Market risk is the risk that
securities may decline in value due to factors affecting securities markets
generally or particular industries. Issuer risk is the risk that the value of a
security may decline for reasons relating to the issuer, such as changes in the
financial condition of the issuer. While equities may offer the potential for
greater long-term growth than most debt securities, they generally have higher
volatility. Both Funds invest primarily in equity securities of larger
companies, which sometimes have more stable prices than smaller companies. The
sub-adviser of Disciplined LargeCap Fund tries to remain fully invested in
companies included in the S&P 500 index, and generally does not change its
strategy even temporarily, which could make the Fund more susceptible to poor
market conditions. Fundamental Research Fund may invest in securities of small-
and mid-sized companies, which may be more susceptible to greater price
volatility than larger companies because they typically have fewer financial
resources, more limited product and market diversification and may be dependent
on a few key managers. Securities of small-and mid-sized companies tend to be
more volatile and less liquid than stocks of larger companies.
MARKET TRENDS. Both Funds are subject to the risk of market trends.
From time to time, the stock market may not favor the core securities in which
each Fund invests. Rather, the market could favor value-oriented securities or
small company securities, or may not favor equities at all.
MANAGER RISK. Both Funds are subject to manager risk. The success of
each Fund's strategy depends significantly on its sub-adviser's skill in
determining which securities to overweight, underweight or avoid altogether.
There is no guarantee that the investment decisions of the sub-adviser will lead
to favorable results.
DERIVATIVES. Both Funds are subject to the risk of investing in
derivatives. Derivatives are subject to the risk of changes in the market price
of the underlying security, credit risk with respect to the counterparty to the
derivative instruments, and the risk of loss due to changes in interest rates.
The use of certain derivatives may also have a leveraging effect, which may
increase the volatility of each Fund and may reduce its returns.
SECURITIES LENDING. Both Funds are subject to the risk that when
lending portfolio securities, the securities may not be available to each Fund,
respectively, on a timely basis and each Fund may lose the opportunity to sell
the securities at a desirable price. Engaging in securities lending could have a
leveraging effect, which may intensify the market risk, credit risk and other
risks associated with investments in each Fund.
PORTFOLIO TURNOVER. Disciplined LargeCap Fund may have a high
portfolio turnover rate, which creates greater expenses to the Fund, including
brokerage commissions and other transaction costs, and is likely to generate
more taxable short-term gains for shareholders, which may have an adverse impact
on performance.
CONVERTIBLE SECURITIES. Fundamental Research Fund is subject to the
risk of investing in convertible securities. 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. Fundamental
Research Fund could lose money if the issuer of a convertible security is unable
to meet its financial obligations or goes bankrupt.
INITIAL PUBLIC OFFERINGS ("IPOS"). Fundamental Research Fund is
subject to the risk of investing in IPOs. IPOs and companies that have recently
gone public have the potential to produce substantial gains for the Fund.
However, there is no assurance that the Fund will have access to profitable
IPOs. Furthermore, stock of newly-public companies may decline shortly after the
initial public offering. When the Fund's asset base is small, the impact of such
investments on the Fund's return will be magnified. As the Fund's assets grow,
it is likely that the effect of the Fund's investment in IPOs on the Fund's
return will decline.
10
<Page>
EXCHANGE TRADED FUNDS ("ETFS"). Fundamental Research Fund is subject
to the risk of investing in ETFs. ETFs present risks similar to those of an
investment in the underlying securities held by the ETF. Because ETFs trade on
an exchange, they may not trade at net asset value ("NAV"). Sometimes, the
prices of ETFs may vary significantly from the ETF's underlying NAVs.
Additionally, if the Fund elects to redeem its ETF shares rather than selling
them on the secondary market, the Fund will receive the underlying securities
which it must then sell in order to obtain cash. Additionally, you may pay a
proportionate share of the expenses of the ETF in addition to the expenses of
the Fund.
FOREIGN INVESTING. Fundamental Research Fund is subject to the risk of
investing in foreign securities. Foreign investments may be riskier than U.S.
investments for many reasons, including: changes in currency exchange rates;
unstable political, social and economic conditions; a lack of adequate or
accurate company information; differences in the way securities markets operate;
less secure foreign banks or securities depositories than those in the U.S.;
less standardization of accounting standards and market regulations in certain
foreign countries; and varying foreign controls on investments. Foreign
investments may also be affected by administrative difficulties, such as delays
in clearing and settling transactions. Additionally, securities of foreign
companies may be denominated in foreign currency. Exchange rate fluctuations may
reduce or eliminate gains or create losses. Hedging strategies intended to
reduce this risk may not perform as expected. American Depositary Receipts are
subject to risks of foreign investments, and they may not always track the price
of the underlying foreign security. These factors may make foreign investments
more volatile and potentially less liquid than U.S. investments.
COMPARISON OF FEES AND EXPENSES
The following discussion describes and compares the fees and expenses
of the Funds. For further information on the fees and expenses of Fundamental
Research Fund, see "APPENDIX C: ADDITIONAL INFORMATION REGARDING ING FUNDAMENTAL
RESEARCH FUND."
MANAGEMENT FEES
Each Fund pays its investment adviser, ING Investments, a management
fee, payable monthly, based on the average daily net assets of the Fund. The
following table shows the aggregate annual management fee paid by each Fund for
the most recent fiscal year as a percentage of that Fund's average daily net
assets:
<Table>
<Caption>
FUND MANAGEMENT FEES
- ------------------------- ---------------------------------------------
Disciplined LargeCap Fund 0.70% of the Fund's average daily net assets.
Fundamental Research Fund 0.70% of the Fund's average daily net assets.
</Table>
If the Reorganization is approved by shareholders, Fundamental
Research Fund will pay a management fee of 0.70% on the Fund's average daily net
assets over $1 billion.
SUB-ADVISER FEES
ING Investments pays ING IM, the sub-adviser to each Fund, a
sub-advisory fee payable monthly, based on the average daily net assets of the
applicable Fund. The following table shows the aggregate annual sub-advisory fee
paid by the Adviser to the Sub-Adviser for the most recent fiscal year end as a
percentage of that Fund's average daily net assets.
<Table>
<Caption>
FUND SUB-ADVISORY FEES
- ------------------------- ---------------------------------------------
Disciplined LargeCap Fund 0.3150% of the Fund's average daily net assets.
Fundamental Research Fund 0.3150% of the Fund's average daily net assets.
</Table>
If the Reorganization is approved, ING Investments will pay ING IM a
sub-advisory fee of 0.3150% on the Fund's average daily net assets.
11
<Page>
ADMINISTRATION FEES
Each Fund pays an annual administration fee of 0.10% of its average
daily net assets. If the Reorganization is approved by shareholders, Fundamental
Research Fund will pay an annual administration fee of 0.10% of the Fund's
average daily net assets.
DISTRIBUTION AND SERVICE FEES
Each Fund pays the distribution (12b-1) and/or service fees for each
Class of shares as described in the table entitled "Annual Fund Operating
Expenses."
EXPENSE LIMITATION ARRANGEMENTS
Disciplined LargeCap Fund currently has no contractual expense
limitation agreement in place. However, pursuant to a side agreement effective
January 1, 2006, ING Investments, LLC has effected expense limits for ING
Disciplined LargeCap Fund of 1.36%, 2.11%, and 2.11% for Class A, Class B and
Class C shares, respectively, through at least December 31, 2006. There is no
guarantee that this side agreement will continue after that date. These side
agreements will only renew if ING Investments, LLC elects to renew them. Any
fees waived or expenses reimbursed pursuant to the side agreements shall not be
eligible for recoupment.
ING Investments has entered into a written expense limitation
agreement with Fundamental Research Fund, under which it will limit expenses of
the Fund, excluding interest, taxes, brokerage and extraordinary expenses,
subject to possible recoupment by ING Investments within three years. The
expense limits will continue through at least October 1, 2008. The expense
limitation agreement is contractual and shall renew automatically for one-year
terms, unless ING Investments provides written notice of termination of the
expense limitation agreement within ninety (90) days of the end of the then
current term or upon termination of the investment management agreement.
Pursuant to this expense limitation agreement, the expense limits for
Fundamental Research Fund are 1.25%, 2.00% and 2.00% for Class A, Class B and
Class C shares, respectively.
EXPENSE TABLES
There are two types of fees and expenses when you invest in mutual
funds: fees, including sales charges, you pay directly when you buy or sell
shares, and operating expenses paid each year by the Funds. The following table
shows the fees and expenses for Class A, Class B and Class C shares of
Fundamental Research Fund and Disciplined LargeCap Fund.
TRANSACTION FEES ON NEW INVESTMENTS
(fees paid directly from your investment)
<Table>
<Caption>
CLASS A(1) CLASS B(1) CLASS C(1)
---------- ---------- ---------
Maximum sales charge (load) imposed on
purchases (as a percentage of offering price) 5.75%(2) None None
Maximum deferred sales charge (load)(as a
percentage of the lower of original
purchase price or redemption proceeds) None(3) 5.00%(4) 1.00%(5)
</Table>
- ----------
(1) The Funds do not impose any front-end sales charge (load) on reinvested
dividends or distributions.
(2) Reduced for purchases of $50,000 and over. See "Class A Shares: Initial
Sales Charge Alternative" in APPENDIX C.
(3) A contingent deferred sales charge of no more than 1.00% may be assessed on
redemptions of Class A shares that were purchased without an initial sales
charge as part of an investment of $1 million or more. See "Class A Shares:
Initial Sales Charge Alternative" in APPENDIX C.
(4) Imposed upon redemptions within 6 years of purchase. The fee has scheduled
reductions after the first year. See "Class B Shares: Deferred Sales Charge
Alternative" in APPENDIX C.
(5) Imposed upon redemptions within 1 year from purchase. See "Class C shares:
Deferred Sales Charge" in APPENDIX C.
Neither Disciplined LargeCap Fund nor Fundamental Research Fund has
any redemption fees, exchange fees or sales charges on reinvested dividends.
12
<Page>
The current expenses of each of the Funds and estimated PRO FORMA
expenses giving effect to the proposed Reorganization are shown in the following
table. Expenses of the Funds are based upon the operating expenses incurred by
Class A, Class B and Class C shares of the Funds for the period ended May 31,
2006. PRO FORMA fees show estimated fees of Fundamental Research Fund after
giving effect to the proposed Reorganization as adjusted to reflect contractual
changes. Fundamental Research Fund PRO FORMA numbers are estimated in good faith
and are hypothetical.
ANNUAL FUND OPERATING EXPENSES
AS OF MAY 31, 2006
(expenses that are deducted from Fund assets, shown as a ratio of expenses to
average daily net assets) (1)
<Table>
<Caption>
DISTRIBUTION
(12B-1)AND
SHAREHOLDER TOTAL FUND WAIVERS,
MANAGEMENT SERVICING OTHER OPERATING REIMBURSEMENT, NET
FEES FEES EXPENSES(2) EXPENSES AND RECOUPMENT(3) EXPENSES
---------- ------------ ----------- ---------- ----------------- --------
CLASS A
Disciplined LargeCap Fund 0.70% 0.30%(4) 0.50% 1.50% (0.14)% 1.36%
Fundamental Research Fund 0.70% 0.25% 2.79%(5) 3.74%(5) (2.49)% 1.25%
Fundamental Research Fund (Surviving Fund
After the Reorganization) (Estimated
Fundamental Research Fund Pro Forma)
(Unaudited) 0.70% 0.25% 0.67% 1.62%(6) (0.37)% 1.25%
CLASS B
Disciplined LargeCap Fund 0.70% 1.00% 0.50% 2.20% (0.09)% 2.11%
Fundamental Research Fund 0.70% 1.00% 2.79% 4.49%(5) (2.49)% 2.00%
Fundamental Research Fund (Surviving Fund
After the Reorganization) (Estimated
Fundamental Research Fund Pro Forma)
(Unaudited) 0.70% 1.00% 0.67% 2.37%(6) (0.37)% 2.00%
CLASS C
Disciplined LargeCap Fund 0.70% 1.00% 0.50% 2.20% (0.09)% 2.11%
Fundamental Research Fund 0.70% 1.00% 2.79%(5) 4.49%(5) (2.49)% 2.00%
Fundamental Research Fund (Surviving Fund
After the Reorganization) (Estimated
Fundamental Research Fund Pro Forma)
(Unaudited) 0.70% 1.00% 0.67%(6) 2.37%(6) (0.37)% 2.00%
</Table>
13
<Page>
- ----------
(1) The fiscal year end for each Fund is May 31, however, since Fundamental
Research Fund did not commence operations until December 28, 2005, the
information provided for the Fund is as of its commencement date through
its fiscal year end.
(2) ING Fund Services receives an annual administration fee equal to 0.10% of
each Fund's average daily net assets.
(3) ING Investments has entered into a written expense limitation agreement
with Fundamental Research Fund, under which it will limit expenses of the
Fund, excluding interest, taxes, brokerage and extraordinary expenses,
subject to possible recoupment by ING Investments within three years. The
amount of the Fund's expenses waived, reimbursed or recouped during the
last fiscal year is shown under the heading "Waivers, Reimbursement and
Recoupment." The expense limits will continue through at least October 1,
2007. The expense limitation agreements are contractual and shall renew
automatically for one-year terms unless ING Investments provides written
notice of termination of the expense limitation agreement within 90 days of
the end of the then current term or upon termination of the investment
management agreement. Pursuant to this expense limitation agreement, the
expense limits for Fundamental Research Fund are 1.25%, 2.00% and 2.00% for
Class A, Class B and Class C shares, respectively. There is no expense
limitation agreement currently in place for Disciplined LargeCap Fund.
However, pursuant to a side agreement effective January 1, 2006, ING
Investments, LLC has effected expense limits for ING Disciplined LargeCap
Fund of 1.36%, 2.11%, and 2.11% for Class A, Class B and Class C shares,
respectively, through at least December 31, 2006. There is no guarantee
that this side agreement will continue after that date. These side
agreements will only renew if ING Investments, LLC elects to renew them.
Any fees waived or expenses reimbursed pursuant to the side agreements
shall not be eligible for recoupment.
(4) ING Funds Distributor, LLC has contractually agreed to waive 0.05% of the
Distribution Fee for Class A shares of Disciplined LargeCap Fund. The fee
waiver is for the period beginning January 1, 2006 through December 31,
2006. There is no guarantee that this waiver will continue after December
31, 2006.
(5) Included in other expenses is approximately 1.96% of Offering and
Organizational expense. This expense is non-recurring in nature and will
only continue through December 31, 2006. Without the non-recurring
Offering and Organizational expense, the Other Expenses are 0.83% and
the Total Fund Operating Expenses are 1.78%, 2.53% and 2.53% for Class A,
Class B and Class C Shares, respectively.
(6) Included in other expenses is approximately 0.21% of Offering and
Organizational expense. This expense is non-recurring in nature and will
only continue through December 31, 2006. Without the non-recurring Offering
and Organizational expense, the PRO FORMA Other Expenses are 0.46% and the
PRO FORMA Total Fund Operating Expenses are 1.41%, 2.16% and 2.16% for
Class A, Class B and Class C Shares, respectively.
EXAMPLES. The following examples are intended to help you compare the
cost of investing in each Fund and the combined Fund. The examples assume that
you invest $10,000 in each Fund and in the combined Fund after the
Reorganization for the time periods indicated. The examples also assume that
your investment has a 5% return each year and that each Fund's operating
expenses remain the same. The 5% return is an assumption and is not intended to
portray past or future investment results. Based on the above assumptions, you
would pay the following expenses if you redeem your shares at the end of each
period shown. Your actual costs may be higher or lower.
<Table>
<Caption>
DISCIPLINED LARGECAP FUND FUNDAMENTAL RESEARCH FUND(1) ***
------------------------------------- -------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
CLASS A $706 $1,009 $1,334 $2,251 $695 $1,054 $1,437 $2,508
CLASS B* $714 $ 980 $1,371 $2,350 $703 $1,037 $1,498 $2,641
CLASS C $314 $ 680 $1,171 $2,527 $303 $ 737 $1,298 $2,826
</Table>
ESTIMATED FUNDAMENTAL RESEARCH FUND
PRO FORMA: THE FUNDS COMBINED** +
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
CLASS A $695 $981 $1,287 $2,156
CLASS B* $703 $961 $1,345 $2,290
CLASS C $303 $661 $1,145 $2,480
</Table>
You would pay the following expenses if you did not redeem your
shares:
<Table>
<Caption>
DISCIPLINED LARGECAP FUND FUNDAMENTAL RESEARCH FUND(1)***
------------------------------------- -------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- --------
CLASS A $706 $1,009 $1,334 $2,251 $695 $1,054 $1,437 $2,508
CLASS B* $214 $ 680 $1,171 $2,350 $203 $ 737 $1,298 $2,641
CLASS C $214 $ 680 $1,171 $2,527 $203 $ 737 $1,298 $2,826
</Table>
14
<Page>
ESTIMATED FUNDAMENTAL RESEARCH FUND
PRO FORMA: THE FUNDS COMBINED**
<Table>
<Caption>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- --------
CLASS A $695 $981 $1,287 $2,156
CLASS B* $203 $661 $1,145 $2,290
CLASS C $203 $661 $1,145 $2,480
</Table>
- ----------
(1) The examples reflect the contractual expense limitation for the one-year
period, and the first year of the three-, five- and ten-year periods.
* The ten-year calculations for Class B shares assume conversion of the Class
B shares to Class A shares at the end of the eighth year following the date
of purchase.
** Estimated.
*** Years 2-10 reflect the expiration of 1.96% of Offering expense after Year
1.
+ Years 2-10 reflect the expiration of 0.21% of Offering expense after Year
1.
GENERAL INFORMATION
Class A shares of Fundamental Research Fund issued to a shareholder in
connection with the Reorganization will not be subject to an initial sales
charge, but Class B and Class C shares will be subject to the same contingent
deferred sales charge, if any, applicable to the corresponding shares of
Disciplined LargeCap Fund held by that shareholder immediately prior to the
Reorganization.
In addition, the period that the shareholder held shares of
Disciplined LargeCap Fund will be included in the holding period of Fundamental
Research Fund shares for purposes of calculating any contingent deferred sales
charge. Similarly, Class B shares of Fundamental Research Fund issued to a
shareholder in connection with the Reorganization will convert to Class A shares
eight years after the date that the Class B shares of Disciplined LargeCap Fund
were purchased by the shareholder. Each Fund is subject to the sales load
structure described in the table above in the section "Expense Tables."
Following the Reorganization, certain holdings of Disciplined LargeCap
Fund that are transferred to Fundamental Research Fund in connection with the
Reorganization may be sold. Such sales may result in increased transaction costs
for Fundamental Research Fund, and the realization of taxable gains or losses
for Fundamental Research Fund.
KEY DIFFERENCES IN RIGHTS OF ING DISCIPLINED LARGECAP FUND'S SHAREHOLDERS AND
ING FUNDAMENTAL RESEARCH FUND'S SHAREHOLDERS
Each Fund is organized as a series of ING Equity Trust, a
Massachusetts business trust, and is governed by the same Declaration of Trust.
As such, there are no key differences in the rights of shareholders of the
Funds.
INFORMATION ABOUT THE REORGANIZATION
THE REORGANIZATION AGREEMENT
The terms and conditions under which the proposed transaction may be
consummated are set forth in the Reorganization Agreement. Significant
provisions of the Reorganization Agreement are summarized below; however, this
summary is qualified in its entirety by reference to the Reorganization
Agreement, a copy of which is attached as APPENDIX B.
The Reorganization Agreement provides for (i) the transfer, as of the
Closing Date, of all of the assets of Disciplined LargeCap Fund in exchange for
shares of beneficial interest of Fundamental Research Fund and the assumption by
Fundamental Research Fund of Disciplined LargeCap Fund's known liabilities, as
set forth in that Fund's Statement of Assets and Liabilities as of the Closing
Date; and (ii) the distribution of shares of Fundamental Research Fund to
shareholders of Disciplined LargeCap Fund, as provided for in the Reorganization
Agreement. Disciplined LargeCap Fund will then be liquidated.
Each Class A, Class B and Class C shareholder of Disciplined LargeCap
Fund will hold, immediately after the Closing Date, shares of the corresponding
class of Fundamental Research Fund having an aggregate value equal to the
15
<Page>
aggregate value of the shares of the corresponding class of Disciplined LargeCap
Fund held by that shareholder as of the Closing Date. In the interest of economy
and convenience, shares of Fundamental Research Fund generally will not be
represented by physical certificates, unless you request the certificates in
writing.
Until the Closing Date, shareholders of Disciplined LargeCap Fund will
continue to be able to redeem their shares. Redemption requests received after
the Closing Date will be treated as requests received by Fundamental Research
Fund for the redemption of its shares.
The obligations of the Funds under the Reorganization Agreement are
subject to various conditions, including approval of the shareholders of
Disciplined LargeCap Fund. The Reorganization Agreement also requires that each
of the Funds take, or cause to be taken, all actions, and do or cause to be
done, all things reasonably necessary, proper or advisable to consummate and
make effective the transactions contemplated by the Reorganization Agreement.
The Reorganization Agreement may be terminated by mutual agreement of the
parties or on certain other grounds. Please refer to APPENDIX B to review the
terms and conditions of the Reorganization Agreement.
REASONS FOR THE REORGANIZATION
The Reorganization is one of several reorganizations that have taken
place among various ING Funds. The ING Fund complex has grown in recent years
through the addition of many funds. Management of the ING Funds has proposed the
consolidation of several of the ING Funds that they believe have similar or
compatible investment strategies. The reorganizations are designed to reduce the
substantial overlap in funds offered in the ING Funds complex, thereby
eliminating inefficiencies and confusion about overlapping funds. ING
Investments also believes that the reorganizations may benefit Fund shareholders
by resulting in a surviving fund with a greater asset base. This is expected to
provide greater investment opportunities for the surviving fund and the
potential to take larger portfolio positions.
The proposed Reorganization was initially presented for consideration
to, and was approved by, the Board of Trustees of the Funds at a meeting held on
May 25, 2006. The Trustees of the Funds, including all of the Trustees who are
not "interested persons" (as defined in the Investment Company Act of 1940, as
amended, (the "1940 Act")) of the Funds, determined that the interests of the
shareholders of either Fund will not be diluted as a result of the proposed
Reorganization, and that the proposed Reorganization is in the best interests of
both Funds and their shareholders.
The Reorganization will allow Disciplined LargeCap Fund's shareholders
to continue to participate in a professionally-managed portfolio that seeks to
maximize total return through investments in a diversified portfolio of common
stocks. Additionally, the proposed Reorganization is expected to result in lower
gross and net expenses for shareholders of all classes of Disciplined LargeCap
Fund. Consolidation of the Funds also will result in a more viable, surviving
Fund whose style should attract greater interest from investors.
As shareholders of Fundamental Research Fund, shareholders will be
able to continue to exchange into the ING Funds that offer the same Class of
shares in which such shareholder is currently invested. A list of the ING Funds
and the Classes available after the Reorganization is contained in APPENDIX D.
BOARD CONSIDERATIONS
The Board of Trustees of Disciplined LargeCap Fund, in recommending
the proposed transaction, considered a number of factors, including the
following:
- the plans of management to reduce overlap in funds in the ING Fund
complex;
- the relative investment performance of the Disciplined LargeCap
Fund as compared to the Fundamental Research Fund, including the
short track record for Fundamental Research Fund;
- expense ratios and information regarding fees and expenses of
Disciplined LargeCap Fund as compared to Fundamental Research Fund,
including gross and net expense before and after the Reorganization;
- the relative size of the Funds, including that each Fund is a small
fund; Fundamental Research Fund is also a relatively young fund,
having commenced operations on December 28, 2005, and is a best ideas
extension of ING's Growth and Income strategy;
- that the Reorganization will not dilute the interests of either Fund's
current shareholders;
- the similarities and differences between investment objectives and
principal investment strategies of Fundamental Research Fund and those
of Disciplined LargeCap Fund;
16
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- the availability of a suitable class of shares in Fundamental Research
Fund for all shareholders of Disciplined LargeCap Fund;
- the expenses relating to the Reorganization will be shared equally by
the Adviser (or its affiliate) and Disciplined LargeCap Fund;
- any benefits that may be realized by the Adviser; and
- the tax consequences of the Reorganization to Disciplined LargeCap
Fund and its shareholders, including the tax-free nature of the
transaction.
The Board of Trustees also considered the future potential benefits to
ING Investments in that its costs to administer both Funds may be reduced if the
Reorganization is approved.
THE TRUSTEES OF DISCIPLINED LARGECAP FUND RECOMMEND THAT SHAREHOLDERS
APPROVE THE REORGANIZATION WITH FUNDAMENTAL RESEARCH FUND.
TAX CONSIDERATIONS
The Reorganization is intended to qualify for federal income tax
purposes as a tax-free reorganization under Section 368 of the Internal Revenue
Code of 1986, as amended. Accordingly, pursuant to this treatment, neither
Disciplined LargeCap Fund nor its shareholders, nor Fundamental Research Fund
nor its shareholders, are expected to recognize any gain or loss for federal
income tax purposes from the transactions contemplated by the Reorganization
Agreement. As a condition to the closing of the Reorganization, the Funds will
receive an opinion from the law firm of Dechert LLP to the effect that the
Reorganization will qualify as a tax-free reorganization for federal income tax
purposes. That opinion will be based in part upon certain assumptions and upon
certain representations made by the Funds.
Immediately prior to the Reorganization, Disciplined LargeCap Fund
will pay a dividend or dividends which, together with all previous dividends,
will have the effect of distributing to its shareholders all of Disciplined
LargeCap Fund's investment company taxable income for taxable years ending on or
prior to the Reorganization (computed without regard to any deduction for
dividends paid) and all of its net capital gain, if any, realized in taxable
years ending on or prior to the Reorganization (after reduction for any
available capital loss carryforward). Such dividends will be included in the
taxable income of Disciplined LargeCap Fund's shareholders.
As of May 31, 2006, Disciplined LargeCap Fund had accumulated
capital loss carryforwards of approximately $41.7 million and Fundamental
Research Fund had accumulated no capital loss carryforwards. After the
Reorganization, the losses of Disciplined LargeCap Fund generally will be
available to Fundamental Research Fund to offset its capital gains, although
a portion of the amount of these losses that may offset Disciplined Large Cap
Fund's capital gains in any given year will be limited due to this
Reorganization. The ability of Disciplined LargeCap Fund to absorb losses in
the future depends upon a variety of factors that cannot be known in advance,
including the existence of capital gains against which these losses may be
offset. In addition, the benefits of any of these various capital loss
carryforwards currently are available only to pre-reorganization shareholders
of each Fund. After the Reorganization, however, these benefits will inure to
the benefit of all post-reorganization shareholders of Fundamental Research
Fund.
EXPENSES OF THE REORGANIZATION
The expenses relating to the proposed Reorganization will be shared
equally between Disciplined LargeCap Fund and ING Investments (or its
affiliate). The costs of the Reorganization shall include, but not be limited
to, costs associated with preparation of the Registration Statement, printing
and distributing the Proxy Statement/Prospectus and proxy materials, legal fees,
accounting fees, securities registration fees, and expenses of holding the
Special Meeting.
ADDITIONAL INFORMATION ABOUT THE FUNDS
FORM OF ORGANIZATION
Each Fund is a diversified series of ING Equity Trust, an open-end,
management investment company organized as a Massachusetts business trust. ING
Equity Trust is governed by a Board of Trustees consisting of eleven members.
For more information on the history of ING Equity Trust, see each Fund's SAI.
ADVISERS
ING Investments, an Arizona limited liability company, is the adviser
to both Funds. As of June 30, 2006, ING Investments managed approximately
$44.9 billion in assets. ING Investments is registered with the SEC as an
investment adviser. ING Investment's principal offices are located at 7337 East
Doubletree Ranch Road, Scottsdale, Arizona 85258.
ING Investments is an indirect, wholly-owned subsidiary of ING Capital
Corporation, LLC which is a wholly-owned subsidiary of ING Groep, N.V. ("ING
Groep"). ING Groep, which is located at Strawinskylaan 2631, 107722 Amsterdam
P.O. Box 810, 1000 AV Amsterdam, the Netherlands, is one of the largest
financial services organizations in the world with approximately 113,000
employees. Based in Amsterdam, ING Groep offers an array of banking, insurance
and asset management services to both individual and institutional investors.
17
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ING Investments has engaged a sub-adviser to provide the day-to-day
management of each Fund. ING Investments is responsible for monitoring the
investment programs and performance of the sub-adviser. Under the terms of the
sub-advisory agreement, the agreement can be terminated by either ING
Investments or a Fund's Board. In the event a sub-advisory agreement is
terminated, the sub-adviser may be replaced subject to any regulatory
requirements or ING Investments may assume day-to-day investment management of
the Funds.
For information regarding the basis for the Board's approval of
portfolio management relationships, please refer to Disciplined LargeCap Fund's
annual shareholder report, dated May 31, 2006, and Fundamental Research Fund's
annual shareholder report, dated May 31, 2006. ING Investments has full
investment discretion and ultimate authority to make all determinations with
respect to the investment of the Funds' assets and the purchase and sale of
portfolio securities.
DISTRIBUTOR
ING Funds Distributor, LLC (the "Distributor"), whose address is 7337
East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034, is the principal
distributor for both Funds and is a member of the NASD.
To obtain information about NASD member firms and their associated
persons, you may contact the NASD at www.nasdr.com or the NASD BrokerCheck
Hotline at 1-800-289-9999. An investment brochure describing the Public
Disclosure Program is available from the NASD.
DIVIDENDS AND OTHER DISTRIBUTIONS
Each Fund generally distributes most or all of its net earnings in the
form of dividends and capital gain distributions. Each Fund distributes capital
gains, if any, on an annual basis. Dividends and distributions of each of the
Funds are automatically reinvested in additional shares of the respective Class
of the particular Fund, unless the shareholder elects to receive distributions
in cash.
If the Reorganization Agreement is approved by Disciplined LargeCap
Fund's shareholders, then as soon as practicable before the Closing Date,
Disciplined LargeCap Fund will pay its shareholders a cash distribution of
substantially all undistributed net investment income and undistributed realized
net capital gains.
CAPITALIZATION
The following table shows on an unaudited basis the capitalization of
each of the Funds as of May 31, 2006, and on a PRO FORMA basis as of May 31,
2006, giving effect to the Reorganization:
<Table>
<Caption>
NET ASSET
VALUE SHARES
NET ASSETS PER SHARE OUTSTANDING
----------- --------- -----------
DISCIPLINED LARGECAP FUND
Class A $ 4,977,231 $10.32 482,121
Class B $23,953,970 $ 9.83 2,437,823
Class C $ 9,470,689 $ 9.82 963,939
FUNDAMENTAL RESEARCH FUND
Class A $ 5,135,750 $10.16 505,556
Class B $ 24,598 $10.12 2,430
Class C $ 76,802 $10.12 7,588
PRO FORMA - FUNDAMENTAL RESEARCH FUND
INCLUDING DISCIPLINED LARGECAP FUND
Class A $10,107,602(1) $10.16 994,912(2)
Class B $23,952,682(1) $10.12 2,366,865(2)
Class C $ 9,537,256(1) $10.12 942,415(2)
</Table>
- ----------
(1) Reflects adjustments of ($5,379), ($25,886) and ($10,235) for Class A,
Class B and Class C, respectively, for estimated one time merger expenses
(See Note 5 in Notes to Unaudited Pro Forma Financial Statements).
(2) Reflects adjustment of 7,764 shares, (70,830) shares and (28,100) shares
for Class A, Class B and Class C, respectively, for new shares issued and
shares redeemed, net of retired shares of Disciplined LargeCap Fund
(Calculation Net Asset / NAV per share).
GENERAL INFORMATION ABOUT THE PROXY STATEMENT
SOLICITATION OF PROXIES
Solicitation of proxies is being made primarily by the mailing of the
Notice and this Proxy Statement/Prospectus with its enclosures on or about
November 22, 2006. Shareholders of Disciplined LargeCap Fund whose shares are
held by nominees, such as brokers, can vote their proxies by contacting their
respective nominee. In addition to the solicitation of proxies by mail,
employees of ING Investments and its affiliates, without additional
compensation, may solicit proxies in
18
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person or by telephone, telegraph, facsimile, or oral communications.
Disciplined LargeCap Fund has retained Computershare Fund Services (the
"Solicitor"), a professional proxy solicitation firm, to assist with any
necessary solicitation of proxies. The estimated cost of the proxy
solicitation is $12,000. ING Investments (or an affiliate) and Disciplined
LargeCap Fund will share equally the cost of the proxy solicitation.
Shareholders of Disciplined LargeCap Fund may receive a telephone call from
the professional proxy solicitation firm asking the shareholder to vote.
In all cases where a proxy is solicited by telephone, the Solicitor is
required to ask the person to provide identifying registration data, including
full name and address, and, if known, the number of shares owned. If the
shareholder is a corporation or other entity, the Solicitor will ask for the
title of the person and for confirmation that the person is authorized to direct
the voting of the shares. The Solicitor will advise the shareholder that the
shareholder can vote his or her shares over the telephone and will ask if the
shareholder would like to cast a vote. Although the Solicitor's representative
is permitted to answer questions about the process, he or she is not permitted
to recommend to the shareholder how to vote, other than to read any
recommendation set forth in the Proxy Statement/Prospectus. The Solicitor will
then record the shareholder's instructions on the Proxy Card. Within 72 hours,
the shareholder will be sent a confirmation of his or her vote asking the
shareholder to call the Solicitor immediately if his or her instructions are not
correctly reflected in the confirmation.
If a shareholder wishes to participate in the Special Meeting, but
does not wish to give a proxy by telephone, the shareholder may still submit the
proxy originally sent with the Proxy Statement/Prospectus, attend in person or
vote online by logging on to www.proxyweb.com and following the on-line
directions. Should shareholders require additional information regarding the
proxy or require replacement of the proxy, they may contact the Solicitor
toll-free at 1-866-415-5996.
A shareholder may revoke the accompanying proxy at any time prior to
its use by filing with Disciplined LargeCap Fund, a written revocation or duly
executed proxy bearing a later date. In addition, any shareholder who attends
the Special Meeting in person may vote by ballot at the Special Meeting, thereby
canceling any proxy previously given. The persons named in the accompanying
proxy will vote as directed by the proxy, but in the absence of voting
directions in any proxy that is signed and returned, they intend to vote "FOR"
the Reorganization proposal and may vote in their discretion with respect to
other matters not now known to the Board of Disciplined LargeCap Fund that may
be presented at the Special Meeting.
VOTING RIGHTS
As a shareholder of Disciplined LargeCap Fund, you are entitled to one
vote for each share held as to any matter on which you are entitled to vote and
for each fractional share that you own, you shall be entitled to a proportionate
fractional vote. Shares have no preemptive or subscription rights.
Only shareholders of Disciplined LargeCap Fund at the close of
business on October 10, 2006 (the "Record Date") will be entitled to be present
and give voting instructions for Disciplined LargeCap Fund at the Special
Meeting with respect to their shares owned as of that Record Date. As of the
Record Date, 3,607,172.380 shares of Disciplined LargeCap Fund were outstanding
and entitled to vote.
Approval of the Reorganization Agreement requires the vote, if a
quorum is present, of a majority of the shares voted in person or by proxy. The
holders of a majority of outstanding shares present in person or by proxy shall
constitute a quorum at any meeting of the shareholders. If a shareholder
abstains from voting as to any matter, or if a broker returns a "non-vote"
proxy, indicating a lack of authority to vote on a matter, the shares
represented by the abstention or non-vote will be deemed present at the Special
Meeting for purposes of determining a quorum. However, abstentions and broker
non-votes will not be deemed represented at the Special Meeting for purposes of
calculating the vote on any matter. For this reason, with respect to matters
requiring the affirmative majority of the total shares outstanding, an
abstention or broker non-vote will have the effect of a vote against the
Reorganization.
Disciplined LargeCap Fund expects that, before the Special Meeting,
broker-dealer firms holding shares of the Fund in "street name" for their
customers will request voting instructions from their customers and beneficial
owners. If these instructions are not received by the date specified in the
broker-dealer firms' proxy solicitation materials, Disciplined LargeCap Fund
understands that the broker-dealers that are members of the New York Stock
Exchange may consider whether the rules of the New York Stock Exchange permit
the broker-dealers to vote on the items to be considered at the Special Meeting
on behalf of their customers and beneficial owners. If permitted, such
broker-dealers may so vote.
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To the knowledge of ING Investments, as of October 10, 2006, no
current Trustee owns 1% or more of the outstanding shares of either Fund, and
the officers and Trustees own, as a group, less than 1% of the shares of
either Fund.
APPENDIX E hereto lists the persons that, as of October 10, 2006,
owned beneficially or of record 5% or more of the outstanding shares of any
Class of Disciplined LargeCap Fund or Fundamental Research Fund.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
Disciplined LargeCap Fund does not know of any matters to be presented
at the Special Meeting other than those described in this Proxy
Statement/Prospectus. If other business should properly come before the Special
Meeting, the proxy holders will vote thereon in accordance with their best
judgment.
SHAREHOLDER PROPOSALS
Disciplined LargeCap Fund is not required to hold regular annual
meetings and, in order to minimize its costs, does not intend to hold meetings
of shareholders unless so required by applicable law, regulation, regulatory
policy or if otherwise deemed advisable by Disciplined LargeCap Fund's
management. Therefore, it is not practicable to specify a date by which
shareholder proposals must be received in order to be incorporated in an
upcoming proxy statement for an annual meeting.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE SPECIAL MEETING MAY BE
ASSURED, PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY CARD IS REQUESTED. A
SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
/s/ Huey P. Falgout
---------------------------------------
Huey P. Falgout, Jr.,
SECRETARY
November 27, 2006
7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258-2034
20
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<Page>
APPENDIX A
PORTFOLIO MANAGERS' REPORT FOR ING FUNDAMENTAL RESEARCH FUND
Set forth below is an excerpt from ING Fundamental Research Fund's
Annual report, dated May 31, 2006.
Investors in GLOBAL EQUITIES gained 8.4% in the six months ended May
31, 2006, according to the Morgan Stanley Capital International ("MSCI")
World(R) Index(1) in dollars, including net reinvested dividends, almost
matching the 8.8% six month return ended November 30, 2005 (returning 18.0% for
the year ended May 31, 2006). But with just three weeks to go, after the best
first calendar quarter since 1998, the gain had been over 15%. At that point,
investors were gripped by fears that zealous, inflation fighting central banks
would raise U.S. interest rates by more than enough to choke off the global
growth enjoyed in recent years. And as May 2006 ended, the only question was
whether the late slide was just a correction, or the start of something big. In
CURRENCIES the dollar could not maintain its strength from the six months ended
November 30, 2005, as some of its main drivers ran out of steam, and in the six
months ended May 31, 2006 slid 8.0%, 7.5% and 6.0%, respectively against the
euro, pound and yen (falling 3.9%, 2.8% and gaining 3.8%, respectively against
the euro, pound and yen for the year ended May 31, 2006).
For U.S. FIXED-INCOME investors, the event of the six-month period
ended May 31, 2006 was the retirement in January 2006 of Alan Greenspan after 18
years as Chairman of the Federal Reserve ("Fed"). Incoming Chairman Dr. Ben
Bernanke quickly confirmed that he would maintain the inflation-fighting focus
of his predecessor. Another fixed-income "event" was the sale in February 2006
of 30-year U.S. Treasury bonds for the first time since 2001. The sale went
well; so well that its respective yield immediately fell below that of the
10-year U.S. Treasury note. In fact, by February 2006 month-end, the yield curve
had slightly inverted along much of its range. However, this was short-lived as
successive inflation reports repeatedly showed the core rate at or above the top
of the Federal Open Market Committee's ("FOMC") comfort zone. The FOMC, now
under Dr. Bernanke, raised rates for the fifteenth time in March 2006, dating
back to June 2004 and for the sixteenth time in May 2006. Yet the minutes from
the March 2006 meeting said that the end of the tightening cycle was near, and
by the end of April 2006, Dr. Bernanke himself was openly hinting at a pause
after May 2006. Meanwhile, the price of a barrel of oil had been making new
records in April 2006, boosted by political concerns in Iran, Nigeria and
Venezuela. The combination of inflationary pressures and the Fed about to go on
hold lifted the yield on the 10-year U.S. Treasury through 5% for the first time
in nearly four years, to its peak of 5.19% on May 12, 2006. The trend was broken
the next day when a plunge in previously soaring commodity prices suggested a
slowdown in world growth and then a few days later, after another stubbornly
high core consumer price index ("CPI") figure, a Fed official cast doubt on an
FOMC pause. By month end, the curve was flattening again. For the six-month
period ended May 31, 2006, the broad Lehman Brothers Aggregate Bond Index(2) of
investment grade bond returns barely moved, rising just 1 basis point for the
six months ended May 31, 2006 (falling 0.5% for the year ended May 31, 2006).
At the same time, the U.S. EQUITIES market in the form of the Standard
& Poor's 500(R) Composite Stock Price ("S&P 500(R)") Index(3), gained 2.6%
including dividends, and traded at a price-to-earnings ("P/E") ratio of 14.8
times earnings for the current fiscal year ended May 31, 2006. Equities
investors watched intently the ebb and flow of sentiment in the fixed-income
market described above. Interest rate dynamics are of course a key driver of
stock prices. The higher rates are the more attractive bonds become as an
alternative investment. Rising interest rates eat into corporate profits and
stifle investment. Consumers are discouraged from spending by higher borrowing
and credit card costs and in particular, potential homebuyers think twice,
keeping house prices down. The last point has been particularly important in
recent years since rising house prices have made consumers feel wealthier and
encouraged them to spend, even more than they were earning. The housing sector,
measured by sales, construction, inventories and mortgage applications indeed
weakened during the period, albeit choppily. Corporate profits were on track to
complete their eleventh straight quarter of double-digit year over year growth
but the trend was expected to fall. Gross domestic product ("GDP") bounced back
smartly in the first quarter of 2006, with growth of 5.3% after the Hurricanes
Katrina and Rita induced stumble in late 2005, but again deceleration was
generally forecast. Of prime importance to equity investors then, was that the
Fed not over shoot with its tightening and in turn, transform a slow down into a
recession. Thus the hints emerging from March 2006, that the FOMC was nearly
done drove the S&P 500(R) Index to a five-year high at its peak on May 5, 2006.
But that was as good as it got. In the remaining days of the month, the
combination of rekindled inflation fears and a newly hawkish Federal Reserve
took more away from the six-month return than it left.
In international markets, the pattern of results resembled those in
the U.S., with improved market conditions undercut in May 2006 by new fears of
globally rising interest rates. The scale was somewhat larger, however, based on
MSCI indices in local currencies including net dividends. JAPAN EQUITIES rose
4.8% based on the MSCI Japan(R) Index(4) plus net dividends for the six months
ended May 31, 2006, (42.8% for the year ended May 31, 2006) on a practically
A-1
<Page>
uninterrupted flow of reports showing the economy emerging from its protracted
slump, but this was 10% less than the return on May 8, 2006. EUROPEAN EX UK
markets ended 7% below their early May 2006 high, based on the MSCI Europe ex
UK(R) Index(5) plus net dividends, but still held on to an 8.2% gain for the
half-year (23.9% for the year ended May 31, 2006), supported by widespread
merger and acquisition activity, despite uneven economic news and two 25 basis
points interest rate increases. UK EQUITIES added 7.0% for the six months ended
May 31, 2006 based on the MSCI UK(R) Index(6) plus net dividends, half of the
return at the market peak near the end of April 2006, driven at least
temporarily, by the large energy and materials sectors as commodity prices
surged and by acquisition-prone financials (18.4% for the year ended May 31,
2006).
- ----------
(1) The MSCI WORLD(R) INDEX is an unmanaged index that measures the performance
of over 1,400 securities listed on exchanges in the U.S., Europe, Canada,
Australia, New Zealand and the Far East.
(2) The LEHMAN BROTHERS AGGREGATE BOND INDEX is a widely recognized, unmanaged
index of publicly issued investment grade U.S. Government, mortgage-backed,
asset-backed and corporate debt securities.
(3) The STANDARD & POOR'S 500(R) COMPOSITE STOCK PRICE INDEX is an unmanaged
index that measures the performance of securities of approximately 500
large-capitalization companies whose securities are traded on major U.S.
stock markets.
(4) The MSCI JAPAN(R) INDEX is a free float-adjusted market capitalization
index that is designed to measure developed market equity performance in
Japan.
(5) The MSCI EUROPE EX UK(R) INDEX is a free float-adjusted market
capitalization index that is designed to measure developed market equity
performance in Europe, excluding the UK.
(6) The MSCI UK(R) 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 Funds' 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 ING CHIEF INVESTMENT RISK
OFFICER ONLY THROUGH THE END OF THE PERIOD, AND IS SUBJECT TO CHANGE BASED ON
MARKET AND OTHER CONDITIONS.
* * * *
ING Fundamental Research Fund (the "Fund") seeks to maximize total
return. The Fund is managed by Christopher F. Corapi, ING Investment Management
Co. - the Sub-Adviser.
PERFORMANCE: For the period from December 28, 2005, the Fund's
inception, to May 31, 2006, Class A shares, excluding sales charges, provided a
total return of 1.60% compared to the Standard and Poor's 500 Composite Stock
Price(R) ("S&P 500(R)") Index, which returned 2.57% for the same period.
PORTFOLIO SPECIFICS: The Fund underperformed the index primarily due
to positions in energy exploration and production as the group traded down on
weaker natural gas and oil prices. We believe these stocks could benefit this
year from an increasing demand by utilities and petrochemical companies. In the
health care sector, the Fund's position in HealthNet detracted from performance
as the whole sector fell due to concerns over cost and pricing trends. We
continue to favor this company, however, given its attractive valuation and
improved profit margins compared to its peers. Finally, the Fund's position in
Urban Outfitters was hurt by inventory concerns over its Anthropologie and Urban
Outfitters chains. We believe that this is a short-term issue and that
management's decision to add 200 to 250 new stores over the next several years
will be a significant growth driver.
The Fund's performance did benefit from favorable stock selection in
the industrials and information technology sectors. Wesco International, a
distributor of electrical supplies and equipment and provider of procurement
solutions, contributed the most to outperformance. Strength in Wesco's
commercial construction end markets, as well as utility company spending on the
upgrading of electricity transmission and distribution helped fuel strong
organic growth and margin performance. Another industrial company, ABB,
benefited from strength in its process control and transmission equipment
businesses. Like Wesco, ABB delivered strong margin improvement and robust sales
growth from utility
A-2
<Page>
spending on the energy infrastructure. In the technology sector, the Fund
benefited from its holdings in Oracle, Cisco and Broadcom. Underweighting Intel
and Microsoft also helped performance. We've been neutral to negative on both
companies, as their product quality and innovation continue to lag their
competitors.
Finally, the timing of the initial investment of the Fund during the
last few days in December and in early January when markets were on balance
strong, caused a drag on performance.
CURRENT STRATEGY AND OUTLOOK: Our current investment strategy is
focused on those companies that possess any or all of the following attributes:
effective capital allocation, strong competitive position and operations in
vibrant industries. Key holdings, such as Flextronics, Taiwan Semiconductor,
Medco Health Solutions, ABB and Harrah's Entertainment all feature strong
fundamentals, clear catalysts and attractive valuations. For example, we like
Medco because of its earnings potential as a result of a recent acquisition of
Accredo, and its above-average market share in Merck's Zocor. We expect the
company to see profit margins expand this year as a wave of patents on branded
drugs starts to expire.
Our technology holdings reflect our belief that the industry is in a
maturation cycle and companies are becoming more vigilant about how they deploy
capital and manage their internal finances. For example, we see a proliferation
of outsourced manufacturing, on the premise that manufacturing is a
low-return-on-capital endeavor without the economies of scale that companies
such as Flextronics and Taiwan Semi enjoy. We continue to favor oil and gas
services stocks within the energy sector, which we believe are benefiting from
capital spending by oil and gas companies.
[CHART]
<Table>
S&P 500(R) INDEX(c) CLASS A WITHOUT SALES CHARGE(b) CLASS A WITH SALES CHARGE(a)
12/28/05 $10,000 $10,000 $9,500
5/31/06 $10,227(c) $10,160(b) $9,576(a)
</Table>
CUMULATIVE TOTAL RETURNS FOR THE PERIODS ENDED MAY 31, 2006
<Table>
<Caption>
SINCE INCEPTION SINCE INCEPTION SINCE INCEPTION
OF CLASS A OF CLASS B OF CLASS C
DECEMBER 28, 2005 FEBRUARY 6, 2006 APRIL 17, 2006
----------------- ---------------- ---------------
Including Sales Charge:
Class A(1) (4.24)% -- --
Class B(2) -- (5.28)% --
Class C(3) -- -- (2.82)%
Excluding Sales Charge:
Class A 1.60% -- --
Class B -- (0.30)% --
Class C -- -- (1.84)%
SSP 500(R) Index(4) 2.57%(5) (0.08)%(6) (2.88)%(7)
</Table>
Based on a $10,000 initial investment, the graph and table above
illustrate the total return of the Fund against the Index indicated. An 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 graph and table do not reflect the deduction of taxes
that a shareholder will pay on Fund distributions or the redemption of Fund
shares.
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The performance shown may include the effect of fee waivers and/or
expense reimbursements by the Investment Manager and/or other service provides,
which have the effect of increasing total return. Had all fees and expenses been
considered, the total returns would have been lower.
PERFORMANCE DATA REPRESENTS PAST PERFORMANCE AND IS NO ASSURANCE OF
FURTHER 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 CURRENT 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 S&P 500 Composite Stock Price ("S&P 500") Index is an unmanaged index
that measures the performance o f securities of approximately 500
large-capitalization companies whose securities are traded on major U.S.
stock markets.
(5) Since inception performance for index is shown from January 1, 2006.
(6) Since inception performance for index is shown from February 1, 2006.
(7) Since inception performance for index is shown from May 1, 2006.
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APPENDIX B
FORM OF AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") is made as
of this 25th day of May, 2006, by and between ING Equity Trust, a Massachusetts
business trust with its principal place of business at 7337 East Doubletree
Ranch Road, Scottsdale, Arizona 85258-2034 (the "Trust"), on behalf of ING
Fundamental Research Fund (the "Acquiring Fund"), a separate series of the
Trust, and the Trust, on behalf of ING Disciplined LargeCap Fund (the "Acquired
Fund"), another separate series of the Trust.
This Agreement is intended to be and is adopted as a plan of
reorganization and liquidation within the meaning of Section 368(a)(1) of the
United States Internal Revenue Code of 1986, as amended (the "Code"). The
reorganization (the "Reorganization") will consist of the transfer of all of the
assets of the Acquired Fund to the Acquiring Fund in exchange solely for Class
A, Class B and Class C voting shares of beneficial interest of the Acquiring
Fund (the "Acquiring Fund Shares"), the assumption by the Acquiring Fund of the
liabilities of the Acquired Fund described in paragraph 1.3, and the
distribution of the Acquiring Fund Shares to the shareholders of the Acquired
Fund in complete liquidation of the Acquired Fund as provided herein, all upon
the terms and conditions hereinafter set forth in this Agreement.
WHEREAS, the Acquired Fund and the Acquiring Fund are each a series of
an open-end, registered investment company of the management type and the
Acquired Fund owns securities which generally are assets of the character in
which the Acquiring Fund is permitted to invest; and
WHEREAS, the Board of Trustees of the Trust has determined that the
exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and
the assumption of the liabilities of the Acquired Fund, as described in
paragraph 1.3 herein, by the Acquiring Fund is in the best interests of the
Acquiring Fund and its shareholders and that the interests of the existing
shareholders of the Acquiring Fund would not be diluted as a result of this
transaction; and
WHEREAS, the Board of Trustees of the Trust has determined that the
exchange of all of the assets of the Acquired Fund for Acquiring Fund Shares and
the assumption of the liabilities, as described in paragraph 1.3 herein, of the
Acquired Fund by the Acquiring Fund is in the best interests of the Acquired
Fund and its shareholders and that the interests of the existing shareholders of
the Acquired Fund would not be diluted as a result of this transaction.
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements hereinafter set forth, the parties hereto covenant and agree as
follows:
1. TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE
FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED FUND
LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND
1.1. Subject to the requisite approval of the Acquired Fund
shareholders and the other terms and conditions herein set forth and on the
basis of the representations and warranties contained herein, the Acquired Fund
agrees to transfer all of the Acquired Fund's assets, as set forth in paragraph
1.2, to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefor:
(i) to deliver to the Acquired Fund the number of full and fractional Class A,
Class B and Class C Acquiring Fund Shares determined by dividing the value of
the Acquired Fund's net assets with respect to each class, computed in the
manner and as of the time and date set forth in paragraph 2.1, by the net asset
value of one Acquiring Fund Share of the same class, computed in the manner and
as of the time and date set forth in paragraph 2.2; and (ii) to assume the
liabilities of the Acquired Fund, as set forth in paragraph 1.3. Such
transactions shall take place at the closing provided for in paragraph 3.1 (the
"Closing").
1.2. The assets of the Acquired Fund to be acquired by the Acquiring
Fund shall consist of all assets and property, including, without limitation,
all cash, securities, commodities and futures interests and dividends or
interests receivable that are owned by the Acquired Fund and any deferred or
prepaid expenses shown as an asset on the books of the Acquired Fund on the
closing date provided for in paragraph 3.1 (the "Closing Date") (collectively,
"Assets").
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1.3. The Acquired Fund will endeavor to discharge all of its known
liabilities and obligations prior to the Closing Date. The Acquiring Fund shall
assume the liabilities of the Acquired Fund set forth in the Acquired Fund's
Statement of Assets and Liabilities as of the Closing Date delivered by the
Trust, on behalf of the Acquired Fund, to the Acquiring Fund, pursuant to
paragraph 7.2 hereof. On or as soon as practicable prior to the Closing Date,
the Acquired Fund will declare and pay to its shareholders of record one or more
dividends and/or other distributions so that it will have distributed
substantially all (and in no event less than 98%) of its investment company
taxable income (computed without regard to any deduction for dividends paid) and
realized net capital gain, if any, for the current taxable year, after reduction
for any available capital loss carryovers, through the Closing Date.
1.4. Immediately after the transfer of assets provided for in
paragraph 1.1, the Acquired Fund will distribute to the Acquired Fund's
shareholders of record with respect to each class of its shares, determined as
of immediately after the close of business on the Closing Date (the "Acquired
Fund Shareholders"), on a PRO RATA basis within that class, the Acquiring Fund
Shares of the same class received by the Acquired Fund pursuant to paragraph
1.1, and will completely liquidate. Such distribution and liquidation will be
accomplished, with respect to each class of the Acquired Fund's shares, by the
transfer of the Acquiring Fund Shares then credited to the account of the
Acquired Fund on the books of the Acquiring Fund to open accounts on the share
records of the Acquiring Fund in the names of the Acquired Fund Shareholders.
The aggregate net asset value of Class A, Class B and Class C Acquiring Fund
Shares to be so credited to Class A, Class B and Class C Acquired Fund
Shareholders shall, with respect to each class, be equal to the aggregate net
asset value of the Acquired Fund shares of that same class owned by such
shareholders on the Closing Date. All issued and outstanding shares of the
Acquired Fund will simultaneously be canceled on the books of the Acquired Fund,
although share certificates representing interests in Class A, Class B and Class
C shares of the Acquired Fund will represent a number of the same class of
Acquiring Fund Shares after the Closing Date, as determined in accordance with
Section 2.3. The Acquiring Fund shall not issue certificates representing the
Class A, Class B and Class C Acquiring Fund Shares in connection with such
exchange.
1.5. Ownership of Acquiring Fund Shares will be shown on the books of
the Acquiring Fund's transfer agent, as defined in paragraph 3.3.
1.6. Any reporting responsibility of the Acquired Fund including, but
not limited to, the responsibility for filing of regulatory reports, tax
returns, or other documents with the U.S. Securities and Exchange Commission
(the "Commission"), any state securities commission, and any federal, state or
local tax authorities or any other relevant regulatory authority, is and shall
remain the responsibility of the Acquired Fund.
2. VALUATION
2.1. The value of the Assets shall be the value computed as of
immediately after the close of business of the New York Stock Exchange and after
the declaration of any dividends on the Closing Date (such time and date being
hereinafter called the "Valuation Date"), using the valuation procedures in the
then-current prospectus and statement of additional information with respect to
the Acquiring Fund, and valuation procedures established by the Acquiring Fund's
Board of Trustees.
2.2. The net asset value of a Class A, Class B and Class C Acquiring
Fund Share shall be the net asset value per share computed with respect to that
class as of the Valuation Date, using the valuation procedures set forth in the
Acquiring Fund's then-current prospectus and statement of additional information
and valuation procedures established by the Acquiring Fund's Board of Trustees.
2.3. The number of the Class A, Class B and Class C Acquiring Fund
Shares to be issued (including fractional shares, if any) in exchange for the
Acquired Fund's assets shall be determined with respect to each such class by
dividing the value of the net assets with respect to the Class A, Class B and
Class C shares of the Acquired Fund, as the case may be, determined using the
same valuation procedures referred to in paragraph 2.1, by the net asset value
of an Acquiring Fund Share, determined in accordance with paragraph 2.2.
2.4. All computations of value shall be made by the Acquired Fund's
designated record keeping agent and shall be subject to review by Acquiring
Fund's record keeping agent and by each Fund's respective independent
accountants.
B-2
<Page>
3. CLOSING AND CLOSING DATE
3.1. The Closing Date shall be January 13, 2007, or such other date as
the parties may agree. All acts taking place at the Closing shall be deemed to
take place simultaneously as of immediately after the close of business on the
Closing Date unless otherwise agreed to by the parties. The close of business on
the Closing Date shall be as of 4:00p.m., Eastern Time. The Closing shall be
held at the offices of the Acquiring Fund or at such other time and/or place as
the parties may agree.
3.2. The Acquired Fund shall direct The Bank of New York, as custodian
for the Acquired Fund (the "Custodian"), to deliver, at the Closing, a
certificate of an authorized officer stating that (i) the Assets shall have been
delivered in proper form to the Acquiring Fund within two business days prior to
or on the Closing Date, and (ii) all necessary taxes in connection with the
delivery of the Assets, including all applicable federal and state stock
transfer stamps, if any, have been paid or provision for payment has been made.
The Acquired Fund's portfolio securities represented by a certificate or other
written instrument shall be presented for examination by the Custodian to the
custodian for the Acquiring Fund no later than five business days preceding the
Closing Date, and shall be transferred and delivered by the Acquired Fund as of
the Closing Date for the account of the Acquiring Fund duly endorsed in proper
form for transfer in such condition as to constitute good delivery thereof. The
Custodian shall deliver as of the Closing Date by book entry, in accordance with
the customary practices of the Custodian and any securities depository (as
defined in Rule 17f-4 under the Investment Company Act of 1940, as amended (the
"1940 Act")) in which the Acquired Fund's Assets are deposited, the Acquired
Fund's portfolio securities and instruments deposited with such depositories.
The cash to be transferred by the Acquired Fund shall be delivered by wire
transfer of federal funds on the Closing Date.
3.3. The Acquired Fund shall direct DST Systems, Inc. (the "Transfer
Agent"), on behalf of the Acquired Fund, to deliver at the Closing a certificate
of an authorized officer stating that its records contain the names and
addresses of the Acquired Fund Shareholders and the number and percentage
ownership of outstanding Class A, Class B and Class C shares owned by each such
shareholder immediately prior to the Closing. The Acquiring Fund shall issue and
deliver a confirmation evidencing the Acquiring Fund Shares to be credited on
the Closing Date to the Secretary of the Acquiring Fund, or provide evidence
satisfactory to the Acquired Fund that such Acquiring Fund Shares have been
credited to the Acquired Fund's account on the books of the Acquiring Fund. At
the Closing, each party shall deliver to the other such bills of sale, checks,
assignments, share certificates, if any, receipts or other documents as such
other party or its counsel may reasonably request.
3.4. In the event that on the Valuation Date (a) the New York Stock
Exchange or another primary trading market for portfolio securities of the
Acquiring Fund or the Acquired Fund shall be closed to trading or trading
thereupon shall be restricted, or (b) trading or the reporting of trading on
such Exchange or elsewhere shall be disrupted so that, in the judgment of the
Board of Trustees, accurate appraisal of the value of the net assets of the
Acquiring Fund or the Acquired Fund is impracticable, the Closing Date shall be
postponed until the first business day after the day when trading shall have
been fully resumed and reporting shall have been restored.
4. REPRESENTATIONS AND WARRANTIES
4.1. Except as has been disclosed to the Acquiring Fund in a written
instrument executed by an officer of the Trust, the Trust, on behalf of the
Acquired Fund, represents and warrants to the Acquiring Fund as follows:
(a) The Acquired Fund is duly organized as a series of the Trust,
which is a business trust duly organized, validly existing and in good standing
under the laws of the Commonwealth of Massachusetts, with power under the
Trust's Declaration of Trust to own all of its properties and assets and to
carry on its business as it is now being conducted;
(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act, and the registration of
shares of the Acquired Fund under the Securities Act of 1933, as amended ("1933
Act"), is in full force and effect;
(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Acquired Fund of
the transactions contemplated herein, except such as have
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<Page>
been obtained under the 1933 Act, the Securities Exchange Act of 1934, as
amended (the "1934 Act") and the 1940 Act and such as may be required by state
securities laws;
(d) The current prospectus and statement of additional
information of the Acquired Fund and each prospectus and statement of additional
information of the Acquired Fund used during the three years previous to the
date of this Agreement conforms or conformed at the time of its use in all
material respects to the applicable requirements of the 1933 Act and the 1940
Act and the rules and regulations of the Commission thereunder and does not, or
did not at the time of its use, include any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not materially misleading;
(e) On the Closing Date, the Acquired Fund will have good and
marketable title to the Assets and full right, power, and authority to sell,
assign, transfer and deliver such Assets hereunder free of any liens or other
encumbrances, and upon delivery and payment for such Assets, the Acquiring Fund
will acquire good and marketable title thereto, subject to no restrictions on
the full transfer thereof, including such restrictions as might arise under the
1933 Act, other than as disclosed to the Acquiring Fund;
(f) The Acquired Fund is not engaged currently, and the
execution, delivery and performance of this Agreement will not result, in (i) a
material violation of the Trust's Declaration of Trust or By-Laws or of any
agreement, indenture, instrument, contract, lease or other undertaking to which
the Trust, on behalf of the Acquired Fund, is a party or by which it is bound;
or (ii) the acceleration of any obligation, or the imposition of any penalty,
under any agreement, indenture, instrument, contract, lease, judgment or decree
to which the Trust, on behalf of the Acquired Fund, is a party or by which it is
bound;
(g) All material contracts or other commitments of the Acquired
Fund (other than this Agreement and certain investment contracts including
options, futures and forward contracts) will terminate without liability to the
Acquired Fund prior to the Closing Date;
(h) Except as otherwise disclosed in writing to and accepted by
the Trust, on behalf of the Acquiring Fund, no litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or, to its knowledge, threatened against the Acquired Fund or
any of its properties or assets that, if adversely determined, would materially
and adversely affect its financial condition or the conduct of its business. The
Trust, on behalf of the Acquired Fund, knows of no facts which might form the
basis for the institution of such proceedings and is not a party to or subject
to the provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its ability to
consummate the transactions herein contemplated;
(i) The Statement of Assets and Liabilities, Statements of
Operations and Changes in Net Assets, and Schedule of Investments of the
Acquired Fund at May 31, 2006 have been audited by KPMG LLP, independent
registered public accountants, and are in accordance with generally accepted
accounting principles ("GAAP") consistently applied, and such statements (copies
of which have been furnished to the Acquiring Fund) present fairly, in all
material respects, the financial condition of the Acquired Fund as of such date
in accordance with GAAP, and there are no known contingent liabilities of the
Acquired Fund required to be reflected on a balance sheet (including the notes
thereto) in accordance with GAAP as of such date not disclosed therein;
(j) Since May 31, 2006, there has not been any material adverse
change in the Acquired Fund's financial condition, assets, liabilities or
business, other than changes occurring in the ordinary course of business, or
any incurrence by the Acquired Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Acquiring Fund (For the purposes of this subparagraph (j), a
decline in net asset value per share of the Acquired Fund due to declines in
market values of securities in the Acquired Fund's portfolio, the discharge of
Acquired Fund liabilities, or the redemption of Acquired Fund Shares by
shareholders of the Acquired Fund shall not constitute a material adverse
change);
(k) On the Closing Date, all federal and other tax returns,
dividend reporting forms, and other tax-related reports of the Acquired Fund
required by law to have been filed by such date (including any extensions) shall
have been filed and are or will be correct in all material respects, and all
federal and other taxes shown as due or required to be shown as due on said
returns and reports shall have been paid or provision shall have been made for
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<Page>
the payment thereof, and to the best of the Acquired Fund's knowledge, no such
return is currently under audit and no assessment has been asserted with respect
to such returns;
(l) For each taxable year of its operation (including the taxable
year ending on the Closing Date), the Acquired Fund has met (or will meet) the
requirements of Subchapter M of the Code for qualification as a regulated
investment company, has been (or will be) eligible to and has computed (or will
compute) its federal income tax under Section 852 of the Code, and will have
distributed all of its investment company taxable income and net capital gain
(as defined in the Code) that has accrued through the Closing Date, and before
the Closing Date will have declared dividends sufficient to distribute all of
its investment company taxable income and net capital gain ( after reduction for
any available capital loss carryover), for the period ending on the Closing
Date;
(m) All issued and outstanding shares of the Acquired Fund are,
and on the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable (recognizing that, under Massachusetts law, it is
theoretically possible that shareholders of the Acquiring Fund could, under
certain circumstances, be held personally liable for obligations of the
Acquiring Fund) and have been offered and sold in every state and the District
of Columbia in compliance in all material respects with applicable registration
requirements of the 1933 Act and state securities laws. All of the issued and
outstanding shares of the Acquired Fund will, at the time of Closing, be held by
the persons and in the amounts set forth in the records of the Transfer Agent,
on behalf of the Acquired Fund, as provided in paragraph 3.3. The Acquired Fund
does not have outstanding any options, warrants or other rights to subscribe for
or purchase any of the shares of the Acquired Fund, nor is there outstanding any
security convertible into any of the Acquired Fund shares;
(n) The execution, delivery and performance of this Agreement
will have been duly authorized prior to the Closing Date by all necessary
action, if any, on the part of the Trustees of the Trust, on behalf of the
Acquired Fund, and, subject to the approval of the shareholders of the Acquired
Fund, this Agreement will constitute a valid and binding obligation of the
Acquired Fund, enforceable in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors' rights and to general equity
principles;
(o) The information to be furnished by the Acquired Fund for use
in registration statements, proxy materials and other documents filed or to be
filed with any federal, state or local regulatory authority (including the
National Association of Securities Dealers, Inc.), which may be necessary in
connection with the transactions contemplated hereby, shall be accurate and
complete in all material respects and shall comply in all material respects with
federal securities and other laws and regulations thereunder applicable thereto;
and
(p) The proxy statement of the Acquired Fund (the "Proxy
Statement") to be included in the Registration Statement referred to in
paragraph 5.6, insofar as it relates to the Acquired Fund, will, on the
effective date of the Registration Statement and on the Closing Date (i) not
contain any untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which such statements were made, not materially
misleading provided, however, that the representations and warranties in this
subparagraph (p) shall not apply to statements in or omissions from the Proxy
Statement and the Registration Statement made in reliance upon and in conformity
with information that was furnished by the Acquiring Fund for use therein; and
(ii) comply in all material respects with the provisions of the 1933 Act, the
1934 Act and the 1940 Act and the rules and regulations thereunder.
4.2. Except as has been disclosed to the Acquired Fund in a written
instrument executed by an officer of the Trust, the Trust, on behalf of the
Acquiring Fund, represents and warrants to the Acquired Fund as follows:
(a) The Acquiring Fund is duly organized as a series of the
Trust, which is a business trust duly organized, validly existing and in good
standing under the laws of the Commonwealth of Massachusetts, with power under
the Trust's Declaration of Trust to own all of its properties and assets and to
carry on its business as it is now being conducted;
(b) The Trust is a registered investment company classified as a
management company of the open-end type, and its registration with the
Commission as an investment company under the 1940 Act and the registration of
the shares of the Acquiring Fund under the 1933 Act, is in full force and
effect;
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(c) No consent, approval, authorization, or order of any court or
governmental authority is required for the consummation by the Acquiring Fund of
the transactions contemplated herein, except such as have been obtained under
the 1933 Act, the 1934 Act and the 1940 Act and such as may be required by state
securities laws;
(d) The current prospectus and statement of additional
information of the Acquiring Fund and each prospectus and statement of
additional information of the Acquiring Fund used during the three years
previous to the date of this Agreement conforms or conformed at the time of its
use in all material respects to the applicable requirements of the 1933 Act and
the 1940 Act and the rules and regulations of the Commission thereunder and does
not or did not at the time of its use include any untrue statement of a material
fact or omit to state any material fact required to be stated therein or
necessary to make the statements therein, in light of the circumstances under
which they were made, not materially misleading;
(e) On the Closing Date, the Acquiring Fund will have good and
marketable title to the Acquiring Fund's assets, free of any liens of other
encumbrances, except those liens or encumbrances as to which the Acquired Fund
has received notice and necessary documentation at or prior to the Closing;
(f) The Acquiring Fund is not engaged currently, and the
execution, delivery and performance of this Agreement will not result, in (i) a
material violation of the Trust's Declaration of Trust or By-Laws or of any
agreement, indenture, instrument, contract, lease or other undertaking to which
the Trust, on behalf of the Acquiring Fund, is a party or by which it is bound;
or (ii) the acceleration of any obligation, or the imposition of any penalty,
under any agreement, indenture, instrument, contract, lease, judgment or decree
to which the Trust, on behalf of the Acquiring Fund, is a party or by which it
is bound;
(g) Except as otherwise disclosed in writing to and accepted by
the Trust, on behalf of the Acquired Fund, no litigation or administrative
proceeding or investigation of or before any court or governmental body is
presently pending or, to its knowledge, threatened against the Trust, on behalf
of the Acquiring Fund, or any of the Acquiring Fund's properties or assets that,
if adversely determined, would materially and adversely affect the Acquiring
Fund's financial condition or the conduct of the Acquiring Fund's business. The
Trust, on behalf of the Acquiring Fund, knows of no facts which might form the
basis for the institution of such proceedings and is not a party to or subject
to the provisions of any order, decree or judgment of any court or governmental
body which materially and adversely affects its business or its ability to
consummate the transactions herein contemplated;
(h) The Statement of Assets and Liabilities, Statements of
Operations and Changes in Net Assets and Schedule of Investments of the
Acquiring Fund at May 31, 2006 have been audited by KPMG LLP, independent
registered public accountants, and are in accordance with GAAP consistently
applied, and such statements (copies of which have been furnished to the
Acquired Fund) present fairly, in all material respects, the financial condition
of the Acquiring Fund as of such date in accordance with GAAP, and there are no
known contingent liabilities of the Acquiring Fund required to be reflected on a
balance sheet (including the notes thereto) in accordance with GAAP as of such
date not disclosed therein;
(i) Since May 31, 2006, there has not been any material adverse
change in the Acquiring Fund's financial condition, assets, liabilities or
business, other than changes occurring in the ordinary course of business, or
any incurrence by the Acquiring Fund of indebtedness maturing more than one year
from the date such indebtedness was incurred, except as otherwise disclosed to
and accepted by the Acquired Fund (For purposes of this subparagraph (i), a
decline in net asset value per share of the Acquiring Fund due to declines in
market values of securities in the Acquiring Fund's portfolio, the discharge of
Acquiring Fund liabilities, or the redemption of Acquiring Fund Shares by
shareholders of the Acquiring Fund, shall not constitute a material adverse
change);
(j) On the Closing Date, all federal and other tax returns,
dividend reporting forms, and other tax-related reports of the Acquiring Fund
required by law to have been filed by such date (including any extensions) shall
have been filed and are or will be correct in all material respects, and all
federal and other taxes shown as due or required to be shown as due on said
returns and reports shall have been paid or provision shall have been made for
the payment thereof, and to the best of the Acquiring Fund's knowledge no such
return is currently under audit and no assessment has been asserted with respect
to such returns;
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(k) For each taxable year of its operation (including the taxable
year that includes the Closing Date), the Acquiring Fund has met (or will meet)
the requirements of Subchapter M of the Code for qualification as a regulated
investment company, has been eligible to (or will be eligible to) and has
computed (or will compute) its federal income tax under Section 852 of the Code,
and has distributed all of its investment company taxable income and net capital
gain (as defined in the Code) for periods ending prior to the Closing Date;
(l) All issued and outstanding shares of the Acquiring Fund are,
and on the Closing Date will be, duly and validly issued and outstanding, fully
paid and non-assessable by the Trust and have been offered and sold in every
state and the District of Columbia in compliance in all material respects with
applicable registration requirements of the 1933 Act and state securities laws.
The Acquiring Fund does not have outstanding any options, warrants or other
rights to subscribe for or purchase any Acquiring Fund Shares, nor is there
outstanding any security convertible into any Acquiring Fund Shares;
(m) The execution, delivery and performance of this Agreement
will have been fully authorized prior to the Closing Date by all necessary
action, if any, on the part of the Trustees of the Trust, on behalf of the
Acquiring Fund, and this Agreement will constitute a valid and binding
obligation of the Acquiring Fund, enforceable in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency, reorganization,
moratorium and other laws relating to or affecting creditors' rights and to
general equity principles;
(n) The Class A, Class B and Class C Acquiring Fund Shares to be
issued and delivered to the Acquired Fund, for the account of the Acquired Fund
Shareholders, pursuant to the terms of this Agreement, will on the Closing Date
have been duly authorized and, when so issued and delivered, will be duly and
validly issued Acquiring Fund Shares, and will be fully paid and non-assessable;
(o) The information to be furnished by the Trust for use in the
registration statements, proxy materials and other documents that may be
necessary in connection with the transactions contemplated hereby shall be
accurate and complete in all material respects and shall comply in all material
respects with federal securities and other laws and regulations applicable
thereto; and
(p) That insofar as it relates to the Acquiring Fund, the
Registration Statement relating to the Acquiring Fund Shares issuable hereunder,
and the proxy materials of the Acquired Fund to be included in the Registration
Statement, and any amendment or supplement to the foregoing, will, from the
effective date of the Registration Statement through the date of the meeting of
shareholders of the Acquired Fund contemplated therein (i) not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which such statements were made, not misleading, provided,
however, that the representations and warranties in this subparagraph (p) shall
not apply to statements in or omissions from the Registration Statement made in
reliance upon and in conformity with information that was furnished by the
Acquired Fund for use therein; and (ii) comply in all material respects with the
provisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules and
regulations thereunder.
5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND
5.1. The Acquiring Fund and the Acquired Fund each will operate its
business in the ordinary course between the date hereof and the Closing Date, it
being understood that such ordinary course of business will include the
declaration and payment of customary dividends and distributions, and any other
distribution that may be advisable.
5.2. The Acquired Fund will call a meeting of the shareholders of the
Acquired Fund to consider and act upon this Agreement and to take all other
action necessary to obtain approval of the transactions contemplated herein.
5.3. The Acquired Fund covenants that the Class A, Class B and Class C
Acquiring Fund Shares to be issued hereunder are not being acquired for the
purpose of making any distribution thereof, other than in accordance with the
terms of this Agreement.
5.4. The Acquired Fund will assist the Acquiring Fund in obtaining
such information as the Acquiring Fund reasonably requests concerning the
beneficial ownership of the Acquired Fund shares.
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5.5. Subject to the provisions of this Agreement, the Acquiring Fund
and the Acquired Fund will each take, or cause to be taken, all action, and do
or cause to be done, all things reasonably necessary, proper or advisable to
consummate and make effective the transactions contemplated by this Agreement.
5.6. The Acquired Fund will provide the Acquiring Fund with
information reasonably necessary for the preparation of a prospectus (the
"Prospectus"), which will include the Proxy Statement referred to in paragraph
4.1(p), all to be included in a Registration Statement on Form N-14 of the
Acquiring Fund (the "Registration Statement"), in compliance with the 1933 Act,
the 1934 Act and the 1940 Act, in connection with the meeting of the
shareholders of the Acquired Fund to consider approval of this Agreement and the
transactions contemplated herein.
5.7. As soon as is reasonably practicable after the Closing, the
Acquired Fund will make a liquidating distribution to its shareholders
consisting of the Class A, Class B and Class C Acquiring Fund Shares received at
the Closing.
5.8. The Acquiring Fund and the Acquired Fund shall each use its
reasonable best efforts to fulfill or obtain the fulfillment of the conditions
precedent to effect the transactions contemplated by this Agreement as promptly
as practicable.
5.9. The Trust, on behalf of the Acquired Fund, covenants that the
Trust will, from time to time, as and when reasonably requested by the Acquiring
Fund, execute and deliver or cause to be executed and delivered all such
assignments and other instruments, and will take or cause to be taken such
further action as the Trust, on behalf of the Acquiring Fund, may reasonably
deem necessary or desirable in order to vest in and confirm (a) the Trust's, on
behalf of the Acquired Fund's, title to and possession of the Acquiring Fund's
Shares to be delivered hereunder, and (b) the Trust's, on behalf of the
Acquiring Fund's, title to and possession of all the assets and otherwise to
carry out the intent and purpose of this Agreement.
5.10. The Acquiring Fund will use all reasonable efforts to obtain the
approvals and authorizations required by the 1933 Act, the 1940 Act and such of
the state blue sky or securities laws as may be necessary in order to continue
its operations after the Closing Date.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND
The obligations of the Trust, on behalf of the Acquired Fund, to
consummate the transactions provided for herein shall be subject, at the Trust's
election, to the performance by the Trust, on behalf of the Acquiring Fund, of
all the obligations to be performed by it hereunder on or before the Closing
Date, and, in addition thereto, the following further conditions:
6.1. All representations and warranties of the Trust, on behalf of the
Acquiring Fund, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date;
6.2. The Trust shall have delivered to the Acquired Fund a certificate
executed in its name by its President or Vice President and its Treasurer or
Assistant Treasurer, in a form reasonably satisfactory to the Acquired Fund and
dated as of the Closing Date, to the effect that the representations and
warranties of the Trust, on behalf of the Acquiring Fund, made in this Agreement
are true and correct at and as of the Closing Date, except as they may be
affected by the transactions contemplated by this Agreement and as to such other
matters as the Acquired Fund shall reasonably request;
6.3. The Trust, on behalf of the Acquiring Fund, shall have performed
all of the covenants and complied with all of the provisions required by this
Agreement to be performed or complied with by the Trust, on behalf of the
Acquiring Fund, on or before the Closing Date; and
6.4. The Acquired Fund and the Acquiring Fund shall have agreed on the
number of full and fractional Acquiring Fund Shares of each Class to be issued
in connection with the Reorganization after such number has been calculated in
accordance with paragraph 1.1.
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7. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND
The obligations of the Trust, on behalf of the Acquiring Fund, to
complete the transactions provided for herein shall be subject, at the Trust's
election, to the performance by the Trust, on behalf of the Acquired Fund, of
all of the obligations to be performed by it hereunder on or before the Closing
Date and, in addition thereto, the following conditions:
7.1. All representations and warranties of the Trust, on behalf of the
Acquired Fund, contained in this Agreement shall be true and correct in all
material respects as of the date hereof and, except as they may be affected by
the transactions contemplated by this Agreement, as of the Closing Date, with
the same force and effect as if made on and as of the Closing Date;
7.2. The Trust shall have delivered to the Acquiring Fund a statement
of the Acquired Fund's assets and liabilities, as of the Closing Date, certified
by the Treasurer of the Trust;
7.3. The Trust shall have delivered to the Acquiring Fund on the
Closing Date a certificate executed in its name by its President or Vice
President and its Treasurer or Assistant Treasurer, in form and substance
satisfactory to the Acquiring Fund and dated as of the Closing Date, to the
effect that the representations and warranties of the Trust, on behalf of the
Acquired Fund, made in this Agreement are true and correct at and as of the
Closing Date, except as they may be affected by the transactions contemplated by
this Agreement, and as to such other matters as the Trust shall reasonably
request;
7.4. The Trust, on behalf of the Acquired Fund, shall have performed
all of the covenants and complied with all of the provisions required by this
Agreement to be performed or complied with by the Trust, on behalf of the
Acquired Fund, on or before the Closing Date;
7.5. The Acquired Fund and the Acquiring Fund shall have agreed on the
number of full and fractional Acquiring Fund Shares of each class to be issued
in connection with the Reorganization after such number has been calculated in
accordance with paragraph 1.1; and
7.6. The Acquired Fund shall have declared and paid a distribution or
distributions prior to the Closing that, together with all previous
distributions, shall have the effect of distributing to its shareholders (i) all
of its investment company taxable income and all of its net realized capital
gains, if any, for the period from the close of its last fiscal year to 4:00
p.m. Eastern time on the Closing; and (ii) any undistributed investment company
taxable income and net realized capital gains from any period to the extent not
otherwise already distributed.
8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE
ACQUIRED FUND
If any of the conditions set forth below have not been satisfied on or
before the Closing Date with respect to the Trust, on behalf of the Acquired
Fund, or the Trust, on behalf of the Acquiring Fund, the other party to this
Agreement shall, at its option, not be required to consummate the transactions
contemplated by this Agreement:
8.1. The Agreement and the transactions contemplated herein shall have
been approved by the requisite vote of the holders of the outstanding shares of
the Acquired Fund in accordance with the provisions of the Trust's Declaration
of Trust, By-Laws, applicable Massachusetts law and the 1940 Act, and certified
copies of the resolutions evidencing such approval shall have been delivered to
the Acquiring Fund. Notwithstanding anything herein to the contrary, neither the
Acquired Fund nor the Acquiring Fund may waive the conditions set forth in this
paragraph 8.1;
8.2. On the Closing Date no action, suit or other proceeding shall be
pending or, to its knowledge, threatened before any court or governmental agency
in which it is sought to restrain or prohibit, or obtain damages or other relief
in connection with, this Agreement or the transactions contemplated herein;
8.3. All consents of other parties and all other consents, orders and
permits of federal, state and local regulatory authorities deemed necessary by
the Trust to permit consummation, in all material respects, of the transactions
contemplated hereby shall have been obtained, except where failure to obtain any
such consent, order or
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permit would not involve a risk of a material adverse effect on the assets or
properties of the Acquiring Fund or the Acquired Fund, provided that either
party hereto may for itself waive any of such conditions;
8.4. The Registration Statement shall have become effective under the
1933 Act and no stop orders suspending the effectiveness thereof shall have been
issued and, to the best knowledge of the parties hereto, no investigation or
proceeding for that purpose shall have been instituted or be pending, threatened
or contemplated under the 1933 Act; and
8.5. The parties shall have received the opinion of Dechert LLP
addressed to the Trust substantially to the effect that, based upon certain
facts, assumptions, and representations, the transaction contemplated by this
Agreement shall constitute a tax-free reorganization for federal income tax
purposes. The delivery of such opinion is conditioned upon receipt by Dechert
LLP of representations it shall request of the Trust. Notwithstanding anything
herein to the contrary, neither the Acquired Fund nor the Acquiring Fund may
waive the condition set forth in this paragraph 8.5.
9. BROKERAGE FEES AND EXPENSES
9.1. The Acquired Fund, and the Acquiring Fund, represent and warrant
to each other that there are no brokers or finders entitled to receive any
payments in connection with the transactions provided for herein.
9.2 The expenses relating to the proposed Reorganization will be
shared so that (1) half of such costs are borne by the investment adviser to the
Acquiring Fund, or its affiliate, and (2) half are borne by the Acquired Fund.
The costs of the Reorganization shall include, but not be limited to, costs
associated with obtaining any necessary order of exemption from the 1940 Act,
preparation of the Registration Statement, printing and distributing the
Acquiring Fund's prospectus and the Acquired Fund's proxy materials, legal fees,
accounting fees, securities registration fees, and expenses of holding
shareholders' meetings. Notwithstanding any of the foregoing, expenses will in
any event be paid by the party directly incurring such expenses if and to the
extent that the payment by another person of such expenses would result in the
disqualification of such party as a "regulated investment company" within the
meaning of Section 851 of the Code.
10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES
10.1. The Acquired Fund and the Acquiring Fund agree that neither
party has made any representation, warranty or covenant not set forth herein and
that this Agreement constitutes the entire agreement between the parties.
10.2. The representations, warranties and covenants contained in this
Agreement or in any document delivered pursuant hereto or in connection herewith
shall survive the consummation of the transactions contemplated hereunder. The
covenants to be performed after the Closing shall survive the Closing.
11. TERMINATION
This Agreement may be terminated and the transactions contemplated
hereby may be abandoned by either party by (i) mutual agreement of the parties;
or (ii) by either party if the Closing shall not have occurred on or before
February 1, 2007, unless such date is extended by mutual agreement of the
parties; or (iii) by either party if the other party shall have materially
breached its obligations under this Agreement or made a material and intentional
misrepresentation herein or in connection herewith. In the event of any such
termination, this Agreement shall become void and there shall be no liability
hereunder on the part of any party or their respective Trustees or officers,
except for any such material breach or intentional misrepresentation, as to each
of which all remedies at law or in equity of the party adversely affected shall
survive.
12. AMENDMENTS
This Agreement may be amended, modified or supplemented in such manner
as may be deemed necessary or advisable by the authorized officers of the Trust;
provided, however, that following the meeting of the shareholders of the
Acquired Fund called by the Trust pursuant to paragraph 5.2 of this Agreement,
no such amendment may have
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the effect of changing the provisions for determining the number of the Class A,
Class B and Class C Acquiring Fund Shares to be issued to the Acquired Fund
Shareholders under this Agreement to the detriment of such shareholders without
their further approval.
13. NOTICES
Any notice, report, statement or demand required or permitted by any
provisions of this Agreement shall be in writing and shall be given by
facsimile, personal service or prepaid or certified mail addressed to the Trust,
on behalf of the Acquired Fund, or the Trust, on behalf of the Acquiring Fund,
at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034, attn: Huey
P. Falgout Jr., in each case with a copy to Dechert LLP, 1775 I Street, N.W.,
Washington, D.C. 20006, attn: Jeffrey S. Puretz.
14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY
14.1. The Article and paragraph headings contained in this Agreement
are for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
14.2. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
14.3. This Agreement shall be governed by and construed in accordance
with the laws of the commonwealth of Massachusetts without regard to its
principles of conflicts of laws.
14.4. This Agreement shall bind and inure to the benefit of the
parties hereto and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the written consent of the other party. Nothing herein expressed
or implied is intended or shall be construed to confer upon or give any person,
firm or corporation, other than the parties hereto and their respective
successors and assigns, any rights or remedies under or by reason of this
Agreement.
14.5. It is expressly agreed that the obligations of the parties
hereunder shall not be binding upon any of the Trustees, shareholders, nominees,
officers, agents, or employees of the Trust personally, but shall bind only the
trust property of the Acquired Fund, as provided in the Declaration of Trust of
the Trust. The execution and delivery by such officers shall not be deemed to
have been made by any of them individually or to impose any liability on any of
them personally, but shall bind only the trust property of such party.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be
executed by its President or Vice President.
ING EQUITY TRUST on behalf of its
ING FUNDAMENTAL RESEARCH FUND series
By:
-----------------------------------
Title:
--------------------------------
ING EQUITY TRUST on behalf of its
ING DISCIPLINED LARGECAP FUND series
By:
-----------------------------------
Title:
--------------------------------
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APPENDIX C
ADDITIONAL INFORMATION REGARDING ING FUNDAMENTAL RESEARCH FUND
("FUNDAMENTAL RESEARCH FUND")
SHAREHOLDER GUIDE
ING PURCHASE OPTIONS(TM)
This Proxy Statement/Prospectus relates to three separate Classes of shares of
Fundamental Research Fund: Class A, Class B and Class C, each of which
represents an identical interest in Fundamental Research Fund's investment
portfolio, but are offered with different sales charges and distribution (Rule
12b-1) and service fee arrangements.
As described below and elsewhere in this Proxy Statement/Prospectus, the
contingent deferred sales load structure and conversion characteristics of
Fundamental Research Fund shares that will be issued to you in the
Reorganization will be the same as those that apply to ING Disciplined LargeCap
Fund ("Disciplined LargeCap Fund") shares held by you immediately prior to the
Reorganization, and the period that you held shares of Disciplined LargeCap Fund
will be included in the holding period of Fundamental Research Fund shares for
purposes of calculating any contingent deferred sales charges and determining
any conversion rights. Purchases of the shares of Fundamental Research Fund
after the Reorganization will be subject to the sales load structure and
conversion rights discussed below.
The sales charges and fees for Class A, Class B and Class C shares of
Fundamental Research Fund are shown and contrasted in the chart below.
<Table>
<Caption>
CLASS A CLASS B CLASS C
--------- ---------- ----------
Maximum Initial Sales Charge on Purchases 5.75%(1) None None
Contingent Deferred Sales Charge ("CDSC") None(2) 5.00%(3) 1.00%(4)
Annual Distribution (12b-1) and Service Fees (5) 0.25% 1.00% 1.00%
Maximum Purchase Unlimited $100,000 $1,000,000
Automatic Conversion to Class A N/A 8 Years(6) N/A
</Table>
- ----------
(1) Reduced for purchases of $50,000 and over.
(2) For investments of $1 million or more, a CDSC of no more than 1% may be
assessed on redemptions of shares that were purchased without an initial
sales charge. See "Class A Shares: Initial Sales Charge Alternative" in
this APPENDIX C.
(3) Imposed upon redemption within 6 years from purchase. Fee has scheduled
reductions after the first year. See "Class B Shares: Deferred Sales Charge
Alternative" in this APPENDIX C.
(4) Imposed upon redemption within 1 year from purchase. See "Class C Shares:
Deferred Sales Charge" in this APPENDIX C.
(5) Annual asset-based distribution charge.
(6) Class B shares of Fundamental Research Fund issued to shareholders of
Disciplined LargeCap Fund in the Reorganization will convert to Class A
shares in the eighth year from the original date of purchase of the Class B
shares of Disciplined LargeCap Fund.
* The Fund does not impose any front-end sales charge (load) on reinvested
dividends or distributions
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When choosing between classes, you should carefully consider:
- How long you plan to hold Fundamental Research Fund;
- The amount of your investment;
- The expenses you'll pay for each class, including ongoing annual
expenses along with the initial sales charge or the CDSC; and
- Whether you qualify for any sales charge discounts.
The relative impact of the initial sales charge and ongoing annual expenses will
depend on the length of time a share is held. Higher distribution fees mean a
higher expense ratio, so Class B shares and Class C shares pay correspondingly
lower dividends and may have a lower net asset value ("NAV") than Class A
shares.
Class B shares are not intended for purchase in excess of $100,000 or $1,000,000
in the case of Class C shares. Purchase orders from an individual investor for
Class B shares in excess of $100,000 and for Class C shares in excess of
$1,000,000 will be declined.
Because Fundamental Research Fund may not be able to identify an individual
investor's trading activities when investing through omnibus account
arrangements, you and/or your investment professional are responsible for
ensuring that your investment in Class B shares do not exceed the maximum of
$100,000 or $1,000,000 in the case of Class C shares. Fundamental Research Fund
cannot ensure that it will identify purchase orders that would cause your
investment in Class B shares or Class C shares to exceed the maximum allowed
amount. When investing through such arrangements, you should be diligent in
determining that you have selected the correct share class for you.
You and/or your investment professional also should take care to assure that you
are receiving any sales charge reductions or other benefits to which you may be
entitled. As an example, as is discussed below, you may be able to reduce a
Class A sales charge payable by aggregating purchases to achieve breakpoint
discounts. Fundamental Research Fund uses the net amount invested when
determining whether a shareholder has reached the required investment amount in
order to be eligible for a breakpoint discount. In order to ensure that you are
receiving any applicable sales charge reduction, it may be necessary for you to
inform Fundamental Research Fund or your financial intermediary of the existence
of other accounts that may be eligible to be aggregated. Fundamental Research
Fund's Statement of Additional Information ("SAI") discusses specific classes of
investors who may be eligible for a reduced sales charge. In addition, more
information regarding sales charges and applicable breakpoints may be found on
ING Funds' website by going to www.ingfunds.com, clicking on the "Fund
Information" link, and then using the "Shareholder Guides" link found under the
"Related Topics" section and selecting the appropriate link for Fundamental
Research Fund. Please review the disclosure about all of the available classes
carefully. Before investing, you should discuss which share class may be right
for you with your investment professional and review the prospectus for those
funds.
DISTRIBUTION AND SHAREHOLDER SERVICING FEES.
To pay for the cost of promoting Fundamental Research Fund and servicing
shareholder accounts, Class A, Class B and Class C has each adopted a Rule 12b-1
plan which requires fees to be paid out of the assets of each class. Because the
fees are paid on an on-going basis, over time these fees will increase the cost
of your investment and may cost you more than paying other types of sales
charges.
HOW ING COMPENSATES INTERMEDIARIES FOR SELLING MUTUAL FUNDS
ING mutual funds are distributed by ING Funds Distributor, LLC ("Distributor").
The Distributor is a broker-dealer that is licensed to sell securities. The
Distributor generally does not sell directly to the public but sells and markets
its products through intermediaries such as other broker-dealers. Each ING
mutual fund also has an investment adviser ("Adviser") who is responsible for
managing the money invested in each of the mutual funds. Both of these entities
may compensate an intermediary for selling ING mutual funds.
Only persons licensed with the National Association of Securities Dealers
("NASD") as a registered representative (often referred to as a broker or
financial advisor) and associated with a specific broker-dealer may sell an ING
mutual fund to you. The Distributor has agreements in place with each of these
broker-dealers defining specifically what those broker-dealers will be paid for
the sale of a particular ING mutual fund. Those broker-dealers then pay the
registered representative
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who sold you the mutual fund some or all of what they receive from ING. They may
receive a payment when the sale is made and can, in some cases, continue to
receive payments while you are invested in the mutual fund.
The Funds' Adviser or the Distributor, out of its own resources and without
additional cost to a Fund or its shareholders, may provide additional cash or
non-cash compensation to intermediaries selling shares of a Fund, including
affiliates of the Adviser and the Distributor. These amounts would be in
addition to the distribution payments made by a Fund under the distribution
agreements. The payments made under these arrangements are paid by the Adviser
or the Distributor. Additionally, if a fund is not sub-advised or is sub-advised
by an ING entity, ING may retain more revenue than on those funds it must pay to
have sub-advised by non-affiliated entities. Management personnel of ING may
receive additional compensation if the overall amount of investments in funds
advised by ING meets certain target levels or increases over time.
The Distributor may pay, from its own resources, additional fees to these
broker-dealers or other financial institutions, including affiliated entities.
These additional fees paid to intermediaries may take the following forms: (1) a
percentage of that entity's customer assets invested in ING mutual funds; or (2)
as a percentage of that entity's gross sales; or (3) some combination of these
payments. These payments may, depending on the broker-dealer's satisfaction of
the required conditions, be periodic and may be up to (1) 0.30% per annum of the
value of a Fund's shares held by the broker-dealer's customers or (2) 0.20% of
the value of a Fund's shares sold by the broker-dealer during a particular
period. In accordance with these practices, if you invested $10,000, the
Distributor could pay a maximum of $30 for that sale. If that initial investment
averages a value of $10,000 over the year, the Distributor could pay a maximum
of $20 on those assets.
The Adviser or the Distributor may provide additional cash or non-cash
compensation to third parties selling our mutual funds, including affiliated
companies. This may take the form of cash incentives and non-cash compensation,
and may include but is not limited to: cash; merchandise; trips; occasional
entertainment; meals or tickets to a sporting event; client appreciation events;
payment for travel expenses (including meals and lodging) to pre-approved
training and education seminars; and payment for advertising and sales
campaigns. The Distributor may also pay concessions in addition to those
described above to broker-dealers so that ING mutual funds are made available by
that broker-dealer for their customers. Sub-advisers of a Fund may contribute to
non-cash compensation arrangements.
Not all mutual funds pay the same amount to the broker-dealers who sell their
mutual funds. Broker-dealers can receive different payments based on the mutual
funds they offer, the companies with whom they are doing business, and how much
they sell. What these broker-dealers are paid also varies depending on the class
of mutual fund you purchase.
The top 25 firms ING paid to sell its mutual funds, as of the end of the last
calendar year are: Advest Inc; AG Edwards & Sons; Charles Schwab & Co Inc;
Citigroup; Directed Services, Inc; Financial Network Investment Corporation;
First Clearing LLC; H&R Block Financial Advisors; ING DIRECT Securities, Inc.;
ING Financial Advisers, LLC; ING Financial Partners Inc; ING Life Insurance and
Annuity Company; Legg Mason Wood Walker Inc; Linsco/Private Ledger Corporation;
Merrill Lynch; Morgan Stanley Dean Witter; National Financial Services
Corporation; Oppenheimer & Co; Pershing Sweep; Primevest Financial Services Inc;
Raymond James Financial Services; RBC Dain Rauscher Inc; UBS Financial Services
Inc; Wachovia Securities Inc; and Wells Fargo Investments.
Your registered representative or broker-dealer could have a financial interest
in selling you a particular mutual fund, or the mutual funds of a particular
company, to increase the compensation they receive. Please make sure you read
fully each mutual fund prospectus and discuss any questions you have with your
registered representative.
If you have any questions, please call 1-800-992-0180.
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SALES CHARGE CALCULATION
CLASS A: INITIAL SALES CHARGE ALTERNATIVE(1)(2)
Class A shares of Fundamental Research Fund are sold subject to the following
charge:
<Table>
<Caption>
AS A % OF THE AS A %
YOUR INVESTMENT OFFERING PRICE(3) OF NET AMOUNT INVESTED
- --------------- ----------------- ----------------------
Less than $50,000 5.75% 6.10%
$50,000 - $99,999 4.50% 4.71%
$100,000 - $249,999 3.50% 3.63%
$250,000 - $499,999 2.50% 2.56%
$500,000 - $999,999 2.00% 2.04%
$1,000,000 and over See below
</Table>
- ----------
(1) Shareholders that purchased funds prior to February 2, 1998 that were a
part of the Aetna family of funds at the time of purchase, are not subject
to sales charges for the life of their account.
(2) Shareholders that purchased funds that were a part of the Lexington family
of funds at the time of purchase are not subject to sales charges for the
life of their account.
(3) The term "offering price" includes the front-end sales charge.
INVESTMENT OF $1 MILLION OF MORE. There is no front-end sales charge if you
purchase Class A shares in an amount of $1 million or more. However, except as
described below, the shares will be subject to a CDSC if they are redeemed
within one or two years of purchase, depending on the amount of the purchase, as
follows:
<Table>
<Caption>
PERIOD DURING
YOUR INVESTMENT CDSC WHICH CDSC APPLIES
- ----------------------- ----- ------------------
$1,000,000 - $2,499,999 1.00% 2 years
$2,500,000 - $4,999,999 0.50% 1 year
$5,000,000 and over 0.25% 1 year
</Table>
CLASS B SHARES: DEFERRED SALES CHARGE ALTERNATIVE
Class B shares are offered at their NAV per share without any initial sales
charge. However, you may be charged a CDSC on shares that you sell within a
certain period of time after you bought them. The amount of the CDSC is based on
the lesser of the NAV of the shares at the time of purchase or redemption. The
CDSCs are as follows:
<Table>
<Caption>
YEAR OF REDEMPTION AFTER PURCHASE CDSC
- --------------------------------- -----
First 5.00%
Second 4.00%
Third 3.00%
Fourth 3.00%
Fifth 2.00%
Sixth 1.00%
After Sixth Year None
</Table>
Class B shares will automatically convert into Class A shares eight years after
purchase. Class B shares of Fundamental Research Fund issued in connection with
the Reorganization will convert to Class A shares eight years after the purchase
of the original shares of Disciplined LargeCap Fund. Class B shares acquired
initially through funds that were part of the Nicholas-Applegate Mutual Funds at
the time of purchase will convert after seven years from the date of original
purchase. For additional information on the CDSC and the conversion of Class B,
see Fundamental Research Fund's SAI.
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CLASS C SHARES DEFERRED SALES CHARGE
<Table>
<Caption>
YEARS AFTER PURCHASE CDSC ON SHARES BEING SOLD
- -------------------- -------------------------
1st Year 1.00%
After 1st Year None
</Table>
To keep your CDSC as low as possible, each time you place a request to redeem
shares, Fundamental Research Fund will first redeem shares in your account that
are not subject to a CDSC, and then will sell shares that have the lowest CDSC.
There is no CDSC on shares acquired through the reinvestment of dividends and
capital gains distributions.
SALES CHARGE REDUCTIONS AND WAIVERS
REDUCED SALES CHARGES. You may reduce the initial sales charge on a purchase of
Class A shares of Fundamental Research Fund by combining multiple purchases to
take advantage of the breakpoints in the sales charge schedules. You may do this
by:
- - LETTER OF INTENT -- lets you purchase shares over a 13-month period and pay
the same sales charge as if the shares had all been purchased at once.
- - RIGHTS OF ACCUMULATION -- lets you add the value of shares of any open-end ING
Fund (excluding ING Aeltus Money Market Fund, ING Classic Money Market Fund and
ING Institutional Prime Money Market Fund) you already own to the amount of your
next purchase for purposes of calculating the sales charge.
- - COMBINATION PRIVILEGE -- shares held by investors in the ING Funds which
impose a CDSC may be combined with Class A shares for a reduced sales charge.
See the Account Application or Fundamental Research Fund's SAI for details, or
contact your investment professional or a Shareholder Services Representative
for more information.
CDSC WAIVERS. If you notify DST Systems, the Fund's transfer agent ("Transfer
Agent") at the time of redemption, the CDSC for each class will be waived in the
following cases:
- - Redemptions following the death or permanent disability of a shareholder if
made within one year of death or the initial determination of permanent
disability. The waiver is available only for shares held at the time of death or
initial determination of permanent disability.
- - For Class B and Class C shares, redemptions pursuant to a Systematic
Withdrawal Plan, up to a maximum of 12.00% per year of a shareholder's account
value based on the value of the account at the time the plan is established and
annually thereafter, provided all dividends and distributions are reinvested and
the total redemptions do not exceed 12.00% annually.
- - Mandatory distributions from an employer sponsored tax-deferred retirement
plan or an Individual Retirement Account ("IRA"). However, if you purchased
shares that were part of the Nicholas-Applegate Mutual Funds, you may be
eligible for a CDSC waiver prior to the mandatory distribution age.
- - Reinvestment of dividends and capital gains distributions.
If you think you may be eligible for a CDSC waiver, contact your investment
professional or a Shareholder Services Representative.
REINSTATEMENT PRIVILEGE. If you sell Class B or Class C shares of Fundamental
Research Fund, you may reinvest some or all of the proceeds in the same share
class within 90 days without a sales charge. Reinstated Class B and Class C
shares will retain their original cost and purchase date for purposes of the
CDSC. This privilege can be used only once per calendar year. If you want to use
the Reinstatement Privilege, contact your investment professional or a
Shareholder Services Representative, or see Fundamental Research Fund's SAI for
more information.
SALES CHARGE WAIVERS. Class A shares may be purchased without a sales charge by
certain individuals and institutions. For additional information, contact a
Shareholder Services Representative, or see Fundamental Research Fund's SAI. If
you have any questions, please call 1-800-992-0180.
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RULE 12B-1 PLAN. Fundamental Research Fund has a distribution plan pursuant to
Rule 12b-1 under the Investment Company Act of 1940, as amended ("1940 Act")
applicable to Class A, Class B and Class C shares of Fundamental Research Fund
("Rule 12b-1 Plan"). Under the Rule 12b-1 Plan, the Distributor may receive from
Fundamental Research Fund an annual fee in connection with the offering, sale
and shareholder servicing of Fundamental Research Fund's Class A, Class B and
Class C shares.
OTHER EXPENSES. In addition to the management fee and other fees described
previously, Fundamental Research Fund pays other expenses, such as legal, audit,
transfer agency and custodian fees, proxy solicitation costs and the
compensation of Trustees who are not affiliated with ING Investments, LLC ("ING
Investments"). Most Fundamental Research Fund expenses are allocated
proportionately among all of the outstanding shares of Fundamental Research
Fund. However, the Rule 12b-1 Plan fees for each Class of shares are charged
proportionately only to the outstanding shares of that Class.
PURCHASE OF SHARES
The minimum initial investment in Fundamental Research Fund for Class A, Class B
and Class C shares is $1,000 ($250 for retirement accounts). The minimum initial
investment for a pre-authorized retirement plan is $1,000, plus monthly
installments of at least $100.
Fundamental Research Fund and the Distributor reserve the right to reject any
purchase order. Please note that cash, travelers checks, third party checks,
money orders and checks drawn on non-U.S. banks (even if payment may be effected
through a U.S. bank) generally will not be accepted. Fundamental Research Fund
and the Distributor reserve the right to waive minimum investment amounts and to
liquidate sufficient shares to recover annual Transfer Agent fees or to close
your account and redeem your shares should you fail to maintain your account
value at a minimum of $1,000 ($250 for IRAs).
If you are a participant in a qualified retirement plan, you should make
purchases through your plan administrator or sponsor, who is responsible for
transmitting orders.
CUSTOMER IDENTIFICATION. To help the government fight the funding of terrorism
and money laundering activities, federal law requires all financial institutions
to obtain, verify and record information that identifies each person that opens
an account, and to determine whether such person's name appears on government
lists of known or suspected terrorists and terrorist organizations.
What this means for you: Fundamental Research Fund and the Distributor must
obtain the following information for each person that opens an account:
- - Name;
- - Date of birth (for individuals);
- - Physical residential address (although post office boxes are still permitted
for mailing); and
- - Social security number, taxpayer identification number, or other identifying
number.
You may also be asked to show your driver's license, passport or other
identifying documents in order to verify your identity. In addition, it may be
necessary to verify your identity by cross-referencing your identification
information with a consumer report or other electronic database. Additional
information may be required to open accounts for corporations and other
non-natural persons.
FEDERAL LAW PROHIBITS THE ING FUNDS, THE DISTRIBUTOR AND OTHER FINANCIAL
INSTITUTIONS FROM OPENING ACCOUNTS UNLESS THEY RECEIVE THE MINIMUM IDENTIFYING
INFORMATION LISTED ABOVE. THEY ALSO MAY BE REQUIRED TO CLOSE YOUR ACCOUNT IF
THEY ARE UNABLE TO VERIFY YOUR IDENTITY WITHIN A REASONABLE TIME.
FREQUENT TRADING - MARKET TIMING. Fundamental Research Fund is intended for
long-term investment and not as short-term trading vehicle. Accordingly,
organizations or individuals that use market timing investment strategies should
not purchase shares of Fundamental Research Fund. Fundamental Research Fund
reserves the right, in its sole discretion and without prior notice, to reject,
restrict or refuse purchase orders whether directly or by exchange, including
purchase orders that have been accepted by a shareholder's or retirement plan
participant's intermediary, that Fundamental Research Fund determines not to be
in the best interest of Fundamental Research Fund.
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Fundamental Research Fund believes that market timing or frequent, short-term
trading in any account, including a retirement plan account, is not in the best
interest of Fundamental Research Fund or its shareholders. Due to the disruptive
nature of this activity, it can adversely affect the ability of the Adviser or
Sub-Adviser to invest assets in an orderly, long-term manner. Frequent trading
can raise Fund expenses through: increased trading and transaction costs;
increased administrative costs; and lost opportunity costs. This in turn can
have an adverse effect on Fund performance.
ING Funds that invest in foreign securities may present greater opportunities
for market timers and thus be at a greater risk for excessive trading. If an
event occurring after the close of a foreign market, but before the time a Fund
computes its current NAV, causes a change in the price of the foreign security
and such price is not reflected in the Fund's current NAV, investors may attempt
to take advantage of anticipated price movements in securities held by the Funds
based on such pricing discrepancies. This is often referred to as "price
arbitrage." Such price arbitrage opportunities may also occur in Funds which do
not invest in foreign securities. For example, if trading in a security held by
a Fund is halted and does not resume prior to the time the Fund calculates its
NAV, such "stale pricing" presents an opportunity for investors to take
advantage of the pricing discrepancy. Similarly, Funds that hold thinly-traded
securities, such as certain small-capitalization securities, may be exposed to
varying levels of pricing arbitrage. The Funds have adopted fair valuation
policies and procedures intended to reduce the Funds' exposure to price
arbitrage, stale pricing and other potential pricing discrepancies, however, to
the extent that a Fund's NAV does not immediately reflect these changes in
market conditions, short-term trading may dilute the value of Fund shares, which
negatively affects long-term shareholders.
Fundamental Research Fund's Board of Trustees ("Board") has adopted policies and
procedures designed to deter frequent, short-term trading in shares of
Fundamental Research Fund. Consistent with this policy, Fundamental Research
Fund monitors trading activity. Shareholders of Fundamental Research Fund are
limited to four exchanges among the ING Complex of Funds or equivalent purchase
and redemption transactions, within a one-year period, other than transactions
associated with the Funds' Systematic Exchange Privilege or other automatic
purchases or redemptions. Additionally, the Fund monitors the trading activity
of persons or entities that have been associated with market timing
historically. Fundamental Research Fund reserves the right to modify the
frequent trading policy at any time without prior notice, depending on the needs
of the Fund and/or state or federal regulatory requirements.
If an activity is identified as problematic after further investigation,
Fundamental Research Fund reserves the right to take any necessary action to
deter such activity. Such action may include, but not be limited to: rejecting
additional purchase orders, whether directly or by exchange; extending
settlement of a transaction up to seven days; rejecting all purchase orders from
broker-dealers or their registered representatives suspected of violating the
Fund's frequent trading policy; or termination of the selling group agreement or
other agreement with broker-dealers or other financial intermediaries associated
with frequent trading.
Although the restrictions described above are designed to discourage frequent,
short-term trading, none of them alone, nor all of them taken together, can
eliminate the possibility that frequent, short-term trading activity in
Fundamental Research Fund will occur. Moreover, in enforcing such restrictions,
Fundamental Research Fund is often required to make decisions that are
inherently subjective. Fundamental Research Fund strives to make these decisions
to the best of its abilities in a manner that it believes is in the best
interest of shareholders.
Shareholders may invest in the ING Funds through omnibus account arrangements
with financial intermediaries. Such intermediaries include broker-dealers,
banks, investment advisers, recordkeepers, retirement plans, variable insurance
products, trusts and fee-based program accounts. Omnibus accounts generally do
not identify customers' trading activity on an individual basis. The ability of
the ING Funds to monitor exchanges made by the underlying shareholders in
omnibus accounts maintained by financial intermediaries therefore is severely
limited.
Consequently, the ING Funds must rely on the financial intermediary to monitor
frequent, short-term trading within the Funds by the financial intermediary's
customers. The ING Funds seek assurances from the financial intermediary that it
has procedures adequate to monitor and address frequent, short-term trading.
There is, however, no guarantee that the ING Funds will be able to identify
individual shareholders who may be making frequent, short-term trades or curtail
their trading activity. The ING Funds seek to implement the policies and
procedures described above through instructions to the ING Funds' administrator,
ING Funds Services, LLC.
RETIREMENT PLANS
The ING Funds have available prototype qualified retirement plans for both
corporations and for self-employed individuals. They also have available
prototype IRA, Roth IRA and Simple IRA plans (for both individuals and
employers), Simplified Employee Pension Plans, Pension and Profit Sharing Plans
and Tax Sheltered Retirement Plans for employees of public
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educational institutions and certain non-profit, tax-exempt organizations. State
Street Bank and Trust Company ("SSB") acts as the custodian under these plans.
For further information, contact a Shareholder Services Representative at (800)
992-0180. SSB currently receives a $12 custodial fee annually for the
maintenance of such accounts.
HOW TO REDEEM SHARES
Shares of Fundamental Research Fund will be redeemed at the NAV (less any
applicable CDSC and/or federal income tax withholding) next determined after
receipt of a redemption request in good form on any day the New York Stock
Exchange is open for business.
SYSTEMATIC WITHDRAWAL PLAN.
You may elect to make periodic withdrawals from your account on a regular basis.
- - Your account must have a current value of at least $10,000.
- - Minimum withdrawal amount is $100.
- - You may choose from monthly, quarterly, semi-annual or annual payments.
For additional information, contact a Shareholder Services Representative, or
refer to the Account Application or the SAI.
PAYMENTS.
Normally, payment for shares redeemed will be made within three days after
receipt by the Transfer Agent of a written request in good order. Fundamental
Research Fund has the right to take up to seven days to pay your redemption
proceeds, and may postpone payment longer in the event of an economic emergency
as determined by the SEC. When you place a request to redeem shares for which
the purchase money has not yet been collected, the request will be executed at
the next determined NAV, but the Fund will not release the proceeds until your
purchase payment clears. This may take up to 15 days or more. To reduce such
delay, purchases should be made by bank wire or federal funds.
Fundamental Research Fund normally intends to pay in cash for all shares
redeemed, but under abnormal conditions that make payment in cash unwise,
Fundamental Research Fund may make payment wholly or partly in securities at
their then current market value equal to the redemption price. In such case,
Fundamental Research Fund could elect to make payment in securities for
redemptions in excess of $250,000 or 1.00% of its net assets during any 90-day
period for any one shareholder. An investor may incur brokerage costs in
converting such securities to cash.
DETERMINATION OF NET ASSET VALUE.
The NAV per share of each class of Fundamental Research Fund is determined each
business day as of the close of regular trading ("Market Close") on the New York
Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern time unless otherwise
designated by the NYSE). Fundamental Research Fund is open for business every
day the NYSE is open. The NYSE is closed on all weekends and on national
holidays and Good Friday. Fund shares will not be priced on those days. The NAV
per share of each class of the Fund is calculated by taking the value of the
Fund's assets attributable to that class, and dividing by the number of shares
of that class that are outstanding.
In general, assets are valued based on actual or estimated market value, with
special provisions for assets not having readily available market quotations and
short-term debt securities, and for situations where market quotations are
deemed unreliable. Investments in securities maturing in 60 days or less are
valued at amortized cost, which, when combined with accrued interest,
approximates market value. Securities prices may be obtained from automated
pricing services. To the extent Fundamental Research Fund invests in other
registered investment companies, Fundamental Research Fund's NAV is calculated
based on the current NAV of the registered investment company in which
Fundamental Research Fund invests. The prospectuses for those investment
companies explain the circumstances under which they will use fair value pricing
and the effects of using fair value pricing.
Trading of foreign securities may not take place every day the NYSE is open.
Also, trading in some foreign markets and on some electronic trading networks
may occur on weekends or holidays when the Fund's NAV is not calculated. As a
result, the NAV of the Fund may change on days when shareholders will not be
able to purchase or redeem the Fund's shares.
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When market quotations are not available or are deemed unreliable, Fundamental
Research Fund will use a fair value for the security that is determined in
accordance with procedures adopted by the Fund's Board. The types of securities
for which such fair value pricing might be required include, but are not limited
to:
- Foreign securities, where a foreign security whose value at the close
of the foreign market on which it principally trades likely would have
changed by the time of the close of the NYSE or the closing value is
otherwise deemed unreliable;
- Securities of an issuer that has entered into a restructuring;
- Securities whose trading has been halted or suspended;
- Fixed-income securities that have gone into default and for which
there is no current market value quotation; and
- Securities that are restricted as to transfer or resale.
Fundamental Research Fund or the Adviser may rely on the recommendations of a
fair value pricing service approved by the Fund's Board in valuing foreign
securities. Valuing securities at fair value involves greater reliance on
judgment than securities that have readily available market quotations. The
Adviser makes such determinations in good faith in accordance with procedures
adopted by the Fund's Board. Fair value determinations can also involve reliance
on quantitative models employed by a fair value pricing service. There can be no
assurance that Fundamental Research Fund could obtain fair value assigned to a
security if it were to sell the security at approximately the time at which the
Fund determines its NAV per share.
PRICE OF SHARES.
When you buy shares, you pay the NAV plus any applicable sales charge. When you
sell shares, you receive the NAV minus any applicable deferred sales charge.
Exchange orders are effected at NAV.
EXECUTION OF REQUESTS.
Purchase and sale requests are executed at the NAV next determined after the
order is received in proper form by the Transfer Agent or Distributor. A
purchase order will be deemed to be in proper form when all of the required
steps set forth in Fundamental Research Fund's Prospectus under the section "How
to Purchase Shares" have been completed. If you purchase by wire, however, the
order will be deemed to be in proper form after the telephone notification and
the federal funds wire have been received. If you purchase by wire, you must
submit an application form in a timely fashion. If an order or payment by wire
is received after Market Close, the shares will not be credited until the next
business day. For your transaction to be counted on the day you place your order
with your broker-dealer or other financial institution, they must receive your
order before Market Close and promptly transmit the order to the Transfer Agent
or Distributor.
You will receive a confirmation of each new transaction in your account, which
also will show you the number of Fund shares you own including the number of
shares being held in safekeeping by the Transfer Agent for your account. You may
rely on these confirmations in lieu of certificates as evidence of your
ownership. Certificates representing shares of Fundamental Research Fund will
not be issued unless you request them in writing.
TELEPHONE ORDERS.
Fundamental Research Fund and its Transfer Agent will not be responsible for the
authenticity of phone instructions or losses, if any, resulting from
unauthorized shareholder transactions if they reasonably believe that such
instructions were genuine. Fundamental Research Fund and its Transfer Agent have
established reasonable procedures to confirm that instructions communicated by
telephone are genuine. These procedures include recording telephone instructions
for exchanges and expedited redemptions, requiring the caller to give certain
specific identifying information, and providing written confirmation to
shareholders of record not later than five days following any such telephone
transactions. If Fundamental Research Fund and its Transfer Agent do not employ
these procedures, they may be liable for any losses due to unauthorized or
fraudulent telephone instructions.
EXCHANGES
You may exchange shares of Fundamental Research Fund for shares of the same
class of any other ING Fund, except for ING Corporate Leaders Trust Fund and ING
Institutional Prime Money Market Fund, without paying any additional sales
charge, except that Class A shares of the ING Aeltus Money Market Fund and ING
Classic Money Market Fund, for which
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no sales charge was paid must pay the applicable sales load on an exchange into
Class A shares of another Fund. Shares subject to a CDSC will continue to age
from the date that the original shares were purchased. If you exchange shares of
an ING Fund that at the time you acquired the shares was a Nicholas-Applegate
Mutual Fund, the shares you receive on the exchange will be subject to the
current CDSC structure and conversion rights of the Fund being acquired,
although the shares will continue to age for CDSC and conversion purposes from
the date the original shares were acquired.
The total value of shares being exchanged must at least equal the minimum
investment requirement of the ING Fund into which they are being exchanged.
Exchanges of shares are sales and may result in a gain or loss for federal and
state income tax purposes. The ING Funds may, on 60 days' prior written notice,
restrict the frequency of, otherwise modify, or impose charges of up to $5.00
upon exchanges.
If you exchange into ING Senior Income Fund, your ability to sell or liquidate
your investment will be limited. ING Senior Income Fund is a closed-end interval
fund and does not redeem its shares on a daily basis, and it is not expected
that a secondary market for ING Senior Income Fund's shares will develop, so you
will not be able to sell them through a broker or other investment professional.
To provide a measure of liquidity, ING Senior Income Fund will normally make
monthly repurchase offers for not less than 5.00% of its outstanding common
shares. If more than 5.00% of ING Senior Income Fund's common shares are
tendered, you may not be able to completely liquidate your holdings in any one
month. You also would not have liquidity between these monthly repurchase dates.
Investors exercising the exchange privilege into ING Senior Income Fund should
carefully review the prospectus of that Fund. Investors may obtain a copy of the
ING Senior Income Fund prospectus or any other ING Fund prospectus by calling
(800) 992-0180 or by going to www.ingfunds.com.
In addition to Fundamental Research Fund available in this Proxy
Statement/Prospectus, the Distributor offers many other funds. Shareholders
exercising the exchange privilege with any other ING Fund should carefully
review the prospectus of that fund before exchanging their shares. For a list of
the other funds offered by the Distributor, please see the inside back cover of
this prospectus. Investors may obtain a copy of a prospectus of any ING Fund not
discussed in this Proxy Statement/Prospectus by calling (800) 992-0180 or by
going to www.ingfunds.com.
You will automatically have the ability to request an exchange by calling a
Shareholder Services Representative unless you mark the box on the Account
Application that indicates that you do not wish to have the telephone exchange
privilege. A Fund may change or cancel its exchange policies at any time, upon
60 days' prior written notice to shareholders.
CDSC ON EXCHANGE INTO ING SENIOR INCOME FUND
You are not required to pay an applicable CDSC upon an exchange from Fundamental
Research Fund described in this Prospectus into ING Senior Income Fund. However,
if you exchange into ING Senior Income Fund and subsequently offer your common
shares for repurchase by that Fund, Fundamental Research Fund's CDSC will apply.
After an exchange into ING Senior Income Fund, the time period for application
of the CDSC will be calculated based on the first date you acquired your shares
in Fundamental Research Fund.
SYSTEMATIC EXCHANGE PRIVILEGE
With an initial account balance of at least $5,000 and subject to the
information and limitations outlined above, you may elect to have a specified
dollar amount of shares systematically exchanged, monthly, quarterly,
semi-annually or annually (on or about the 10th of the applicable month), from
your account to an identically registered account in the same class of any other
open-end ING Fund, except ING Corporate Leaders Trust Fund and ING Institutional
Prime Money Market Fund. This exchange privilege may be modified at any time or
terminated upon 60 days' prior written notice to shareholders.
SMALL ACCOUNTS
Due to the relatively high cost of handling small investments, Fundamental
Research Fund reserves the right upon 30 days' prior written notice to redeem,
at NAV (less any applicable deferred sales charge), the shares of any
shareholder whose account (except for IRAs) has a total value that is less than
the Fund minimum. Before the Fund redeems such shares and sends the proceeds to
the shareholder, it will notify the shareholder that the value of the shares in
the account is less than the minimum amount allowed and will allow the
shareholder 30 days to make an additional investment in an amount that will
increase the value of the account to the minimum before the redemption is
processed. Your account will not be closed if its drop in value is due to Fund
performance.
ACCOUNT ACCESS
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Unless your Fund shares are held through a third-party fiduciary or in an
omnibus registration at your bank or brokerage firm, you may be able to access
your account information over the internet at www.ingfunds.com, or via a touch
tone telephone by calling (800) 992-0180 and selecting Option 1. Should you wish
to speak with a Shareholder Services Representative, you may call the toll-free
number listed above and select Option 2.
PRIVACY POLICY
Fundamental Research Fund has adopted a policy concerning investor privacy. To
review the privacy policy, contact a Shareholder Services Representative at
(800) 992-0180 and select Option 1 or obtain a policy over the internet at
www.ingfunds.com.
HOUSEHOLDING
To reduce expenses, we may mail only one copy of Fundamental Research Fund's
prospectus and each annual and semi-annual shareholder reports to those
addresses shared by two or more accounts. If you wish to receive individual
copies of these documents, please call us at (800) 992-0180 or speak to your
investment professional. We will begin sending you individual copies thirty days
after receiving your request.
PORTFOLIO HOLDINGS DISCLOSURE POLICY
A description of Fundamental Research Fund's policies and procedures with
respect to the disclosure of the Fund's portfolio securities is available in the
Fund's SAI. Fundamental Research Fund posts its portfolio holdings schedule on
its website on a calendar-quarter basis and makes it available on the first day
of the second month in the next quarter. The portfolio holdings schedule is as
of the last day of the month preceding the quarter-end (e.g., Fundamental
Research Fund will post the quarter ending June 30 holdings on August 1).
Fundamental Research Fund's portfolio holdings schedule will, at a minimum,
remain available on the Fund's website until the Fund files a Form N-CSR or Form
N-Q with the SEC for the period that includes the date as of which the website
information is current. The Fund's website is located at www.ingfunds.com.
MANAGEMENT OF ING FUNDAMENTAL RESEARCH FUND
INVESTMENT ADVISER. ING Investments, an Arizona limited liability company,
serves as the investment adviser to Fundamental Research Fund. ING Investments
has overall responsibility for the management of the Fund. ING Investments
provides or oversees all investment advisory and portfolio management services
for the Fund, and assists in managing and supervising all aspects of the general
day-to-day business activities and operations of the Fund, including custodial,
transfer agency, dividend disbursing, accounting, auditing, compliance and
related services.
ING Investments is registered with the SEC as an investment adviser. ING
Investments is an indirect, wholly-owned subsidiary of ING Groep N.V. ("ING
Groep") (NYSE: ING). ING Groep is one of the largest financial services
organizations in the world with approximately 113,000 employees. Based in
Amsterdam, ING Groep offers an array of banking, insurance and asset management
services to both individual and institutional investors. ING Investments began
investment management in April, 1995, and serves as investment adviser to
registered investment companies as well as structured finance vehicles.
As of June 30, 2006, ING Investments managed approximately $44.9 billion in
assets. The principal address of ING Investments is 7337 East Doubletree Ranch
Road, Scottsdale, Arizona 85258.
SUB-ADVISER. ING Investments has engaged a sub-adviser to provide the day-to-day
management of Fundamental Research Fund. The sub-adviser has, at least in part,
been selected on the basis of its successful application of a consistent,
well-defined and long-term investment approach over a period of several market
cycles. ING Investments is responsible for monitoring the investment program and
performance of the sub-adviser. Under the terms of the sub-advisory agreement,
the agreement can be terminated by either ING Investments or the Board. In the
event a sub-advisory agreement is terminated, the sub-adviser may be replaced
subject to any regulatory requirements or ING Investments may assume day-to-day
investment management of the Fund.
From time to time, ING Investments may also recommend the appointment of an
additional or replacement sub-adviser to the Board of Fundamental Research Fund.
Fundamental Research Fund and ING Investments have received exemptive relief
from the SEC to permit ING Investments, with the approval of the Fund's Board,
to replace a sub-adviser with a non-affiliated sub-adviser as well as change the
terms of a contract with a non-affiliated sub-adviser, without submitting the
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contract to a vote of the Fund's shareholders. Fundamental Research Fund will
notify shareholders of any change in the identity of a sub-adviser of the Fund.
In this event, the name of the Fund and its investment strategies may also
change.
ING Investment Management Co. ("ING IM"), a Connecticut corporation, serves as
the Sub-Adviser to Fundamental Research Fund. ING IM is responsible for managing
the assets of Fundamental Research Fund in accordance with the Fund's investment
objective and policies, subject to oversight by ING Investments and the Board.
Founded in 1972, ING IM is registered with the SEC as an investment adviser. ING
IM has acted as adviser or sub-adviser to mutual funds since 1994 and has
managed institutional accounts since 1972. ING IM is an indirect, wholly-owned
subsidiary of ING Groep N.V. and is an affiliate of ING Investments.
As of June 30, 2006, ING IM managed approximately $61 billion in assets. The
principal address of ING IM is 230 Park Avenue, New York, NY 10169.
The following individual is responsible for the day-to-day management of
Fundamental Research Fund:
Christopher F. Corapi, who has over 22 years of investment experience, has
managed Fundamental Research Fund since its inception. Mr. Corapi joined ING IM
in February 2004 as director of U.S. equity research. Prior to joining ING, he
served as the Global Head of Equity Research at Federated Investors since 2002.
Mr. Corapi served as head of U.S. equities and as a portfolio manager at Credit
Suisse Asset Management beginning in 2000. Prior to that, Mr. Corapi was with JP
Morgan Investment Management as head of emerging markets research and was a U.S.
equity analyst at Sanford C. Bernstein & Company.
ADDITIONAL INFORMATION REGARDING PORTFOLIO MANAGER. Fundamental Research Fund's
SAI provides additional information about the portfolio manager's compensation,
other accounts managed by the portfolio manager and the portfolio manager's
ownership of securities in the Fund.
DIVIDENDS, DISTRIBUTIONS & TAXES
Fundamental Research Fund generally distributes most or all of its net earnings
in the form of dividends and capital gain distributions. Fundamental Research
Fund pays dividends and capital gains, if any, annually.
Unless you instruct Fundamental Research Fund to pay you dividends in cash,
dividends and distributions paid by the Fund will be reinvested in additional
shares of Fundamental Research Fund. You may, upon written request or by
completing the appropriate section of the Account Application, elect to have all
dividends and other distributions paid on Class A, Class B or Class C shares of
Fundamental Research Fund invested in another ING Fund that offers the same
class of shares. If you are a shareholder of ING Prime Rate Trust, whose shares
are not held in a broker or nominee account, you may, upon written request,
elect to have all dividends invested into a pre-existing Class A Shares account
of any open-end ING Fund.
The following information is meant as a general summary for U.S. shareholders.
Please see Fundamental Research Fund's SAI for additional information. You
should rely on your own tax adviser for advice about the particular federal,
state and local tax consequences to you of investing in Fundamental Research
Fund.
Fundamental Research Fund will distribute all, or substantially all, of its net
investment income and net capital gains to its shareholders each year. Although
Fundamental Research Fund will not be taxed on amounts it distributes, you will
generally be taxed on amounts received whether you elect to receive your
distributions in cash or reinvest them in additional Fund shares. A particular
distribution generally will be taxable as either ordinary income or long-term
capital gain. Except as described below, it generally does not matter how long
you have held your Fund shares. For example, if Fundamental Research Fund
designates a particular distribution as a long-term capital gains distribution,
it will be taxable to you at your long-term capital gains rate. Dividends
attributable to interest are not eligible for the reductions in rates described
below.
Current tax law generally provides for a maximum tax rate for individual
taxpayers of 15% on long-term gains from sales and from certain qualifying
dividends on corporate stock. These rate reductions do not apply to corporate
taxpayers. The following are guidelines for how certain distributions by
Fundamental Research Fund are generally taxed to individual taxpayers:
- Distributions of earnings from qualifying dividends and qualifying
long-term capital gains will be taxed at a maximum rate of 15%.
C-12
<Page>
- Note that distributions of earnings from dividends paid by certain
"qualified foreign corporations" can also qualify for the lower tax
rates on qualifying dividends.
- A shareholder will also have to satisfy a more than 60-day holding
period with respect to any distributions of qualifying dividends in
order to obtain the benefit of the lower tax rate.
- Distributions of earnings from non-qualifying dividends, interest
income, other types of ordinary income and short-term capital gains
will be taxed at the ordinary income tax rate applicable to the
taxpayer.
Dividends declared by Fundamental Research Fund in October, November or December
and paid during the following January may be treated as having been received by
shareholders in the year the distributions were declared.
You will receive an annual statement summarizing your dividend and capital gains
distributions.
If you buy shares of Fundamental Research Fund before it makes a distribution,
the distribution will be taxable to you even though it may actually be a return
of a portion of your investment. This is known as "buying a dividend."
If you invest through a tax-deferred account, such as a retirement plan, you
generally will not have to pay tax on dividends until they are distributed from
the account. These accounts are subject to complex tax rules, and you should
consult your tax adviser about investment through a tax-deferred account.
There may be tax consequences to you if you sell or redeem Fund shares. You will
generally have a capital gain or loss, which will be long-term or short-term,
generally depending on how long you have held your shares. If you exchange
shares, you may be treated as if you sold them. If your tax basis in your shares
exceeds the amount of proceeds you receive from a sale, exchange or redemption
of shares, you will recognize a taxable loss on the sale of shares of the Fund.
Any loss recognized on shares held for six months or less will be treated as
long-term capital loss to the extent of any long-term capital gain distributions
that were received with respect to the shares. Additionally, any loss realized
on a sale, redemption or exchange of shares of the Fund may be disallowed under
"wash sale" rules to the extent the shares disposed of are replaced with other
shares of the Fund within a period of 61 days beginning 30 days before and
ending 30 days after shares are disposed of, such as pursuant to a dividend
reinvestment in shares of the Fund. If disallowed, the loss will be reflected in
an adjustment to the tax basis of the shares acquired. You are responsible for
any tax liabilities generated by your transactions.
As with all mutual funds, Fundamental Research Fund may be required to withhold
U.S. federal income tax at the current rate of 28% of all taxable distributions
payable to you if you fail to provide the Fund with your correct taxpayer
identification number or to make required certifications, or if you have been
notified by the IRS that you are subject to backup withholding. Backup
withholding is not an additional tax; rather, it is a way in which the IRS
ensures it will collect taxes otherwise due. Any amounts withheld may be
credited against your U.S. federal income tax liability.
Please see Fundamental Research Fund's SAI for further information regarding tax
matters.
C-13
<Page>
FINANCIAL HIGHLIGHTS
The information in the table below has been derived from ING
Fundamental Research Fund's financial statements, which have been audited by
KPMG LLP, an independent registered public accounting firm.
<Table>
<Caption>
CLASS A CLASS B CLASS C
-------------------- ------------------- -----------------
DECEMBER 28, 2006(1) FEBRUARY 6, 2006(1) APRIL 17, 2006(1)
TO MAY 31, 2006 TO MAY 31, 2006 TO MAY 31, 2006
- ------------------------------------------------------------------------------------------------------------------------------------
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 10.00 10.15 10.31
Income from investment operations:
Net investment income (loss) $ 0.01 (0.03)** (0.03)**
Net realized and unrealized gain (loss) on investments
$ 0.15 (0.00)* (0.16)
Total from investment operations $ 0.16 (0.03) (0.19)
Net asset value, end of period $ 10.16 10.12 10.12
TOTAL RETURN(2) % 1.60 (0.30) (1.84)
RATIOS AND SUPPLEMENTAL DATA:
Net assets, end of period (000's) $ 5,136 25 77
Ratios to average net assets:
Net expenses after expenses after reimbursement (3)(4) % 1.25 2.00 2.00
Gross expenses prior to expense reimbursement (3) 3.74 4.64 5.29
Net investment income (loss) after expense reimbursement (3)(4) % 0.33 (0.67) (0.72)
Portfolio turnover rate % 54 54 54
</Table>
- ----------
(1) Commencement of operations.
(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 Manager has agreed to limit expenses (excluding interest,
taxes, brokerage and extraordinary expenses) subject to possible recoupment
by ING Investments, LLC within three years of being incurred.
* Amount is less than $(0.005) per share.
** Per share data calculated using average number of shares outstanding
throughout the period.
<Page>
APPENDIX D
ING FUNDS
The following is a list of the ING Funds and the Classes of shares of
each Fund that are expected to be offered at or shortly after the
Reorganization:
<Table>
<Caption>
FUND CLASSES OFFERED
- ---- ---------------
U.S. EQUITY
ING 130/30 Fundamental Research Fund A, B, C and I
ING Balanced Fund A, B, C and I
ING Corporate Leaders Trust Fund B
ING Disciplined LargeCap Fund A, B and C
ING Growth and Income Fund A, B, C and I
ING Financial Services Fund A, B, C and O
ING Fundamental Research Fund A, B, C and I
ING Growth Fund A, B, C and I
ING Index Plus LargeCap Fund A, B, C, I, O and R
ING Index Plus MidCap Fund A, B, C, I, O and R
ING Index Plus SmallCap Fund A, B, C, I, O and R
ING LargeCap Growth Fund A, B, C, I and Q
ING LargeCap Value Fund A, B, C and I
ING MagnaCap Fund A, B, C, I and M
ING MidCap Opportunities Fund A, B, C, I and Q
ING MidCap Value Fund A, B, C, I and Q
ING Opportunistic LargeCap Fund A, B, C and I
ING Real Estate Fund A, B, C, I, O and Q
ING SmallCap Opportunities Fund A, B, C, I and Q
ING SmallCap Value Choice Fund A, B, C and I
ING SmallCap Value Fund A, B, C, I and Q
ING Small Company Fund A, B, C and I
ING Value Choice Fund A, B, C and I
</Table>
D-1
<Page>
<Table>
GLOBAL/INTERNATIONAL EQUITY
ING Disciplined International Small Cap Fund A, B, C and I
ING Diversified International Fund A, B, C and I
ING Emerging Countries Fund A, B, C, I, M and Q
ING Emerging Markets Fixed Income Fund A, B, C and I
ING Foreign Fund A, B, C, I and Q
ING Global Bond Fund A, B, C and I
ING Global Equity Dividend Fund A, B and C
ING Global Natural Resources Fund A
ING Global Real Estate Fund A, B, C and I
ING Global Science and Technology Fund A, B, C, I and O
ING Global Value Choice Fund A, B, C, I and Q
ING Greater China Fund A, B, C and I
ING Index Plus International Equity Fund A, B, C and I
ING International Capital Appreciation Fund A, B, C and I
ING International Fund A, B, C, I and Q
ING International Growth Fund A, B, C, I and O
ING International Real Estate Fund A, B, C and I
ING International SmallCap Fund A, B, C, I and Q
ING International Value Choice Fund A, B, C and I
ING International Value Fund A, B, C, I and Q
ING Russia Fund A
FIXED INCOME
ING Aeltus Money Market Fund A, B, C, I and O
ING Brokerage Cash Reserves Fund
ING Classic Money Market Fund A, B and C
ING GNMA Income Fund A, B, C, I, M and Q
ING High Yield Bond Fund A, B and C
ING Institutional Prime Money Market Fund
ING Intermediate Bond Fund A, B, C, I, O and R
ING National Tax-Exempt Bond Fund A, B and C
STRATEGIC ALLOCATION FUNDS
ING Strategic Allocation Conservative Fund A, B, C and I
ING Strategic Allocation Growth Fund A, B, C and I
ING Strategic Allocation Moderate Fund A, B, C and I
LOAN PARTICIPATION FUND
ING Senior Income Fund A, B, C and Q
</Table>
D-2
<Page>
APPENDIX E
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL AND RECORD OWNERS
The following tables provide information about the persons or entities who, to
the knowledge of each Fund, owned beneficially or of record 5% or more of any
class of that Fund's outstanding shares as of October 10, 2006:
ING DISCIPLINED LARGECAP FUND
<Table>
<Caption>
PERCENTAGE OF
COMBINED
PERCENT OF CLASS OF PORTFOLIO AFTER
SHARES AND TYPE OF PERCENTAGE OF THE
NAME AND ADDRESS OF SHAREHOLDER OWNERSHIP PORTFOLIO REORGANIZATION*
- ----------------------------------------------- --------------------- ---------------- ------------------
MLPF & S for the Sole Benefit of Its Customers 18.8% Class A; 33.3% 12.6%
Attn: Fund Administration 33.7% Class B;
4800 Deer Lake Drive East 2nd Fl 40.2% Class C;
Jacksonville, FL 32246-6484 Beneficial
Citigroup Global Markets, Inc. 11.0% Class B; 8.6% 3.2%
A/C# 00109801250 7.2% Class C;
Attn: Peter Booth, 7th Floor Beneficial
333 W 34th St
New York, NY 10001-2402
Output Audit Cash Account 100.0% Class I; 0.0% 0.0%
DST Systems Inc Beneficial
330 W 9th St Fl 2
Kansas City, MO 64105-1514
</Table>
ING FUNDAMENTAL RESEARCH FUND
<Table>
<Caption>
PERCENTAGE OF
COMBINED
PERCENT OF CLASS OF PORTFOLIO AFTER
SHARES AND TYPE OF PERCENTAGE OF THE
NAME AND ADDRESS OF SHAREHOLDER OWNERSHIP PORTFOLIO REORGANIZATION*
- ---------------------------------------------- ---------------------- ---------------- ------------------
ING Life Insurance and Annuity Company 98.6% Class A; 95.6% 5.4%
151 Farmington Ave Beneficial
Hartford, CT 06156-0001
RBC Dain Rauscher Custodian 20.7% Class B; 0.2% 0.0%
Meghan J Mull Beneficial
Individual Retirement Account
212 3rd St Apt 2E
Troy, NY 12180-4651
NFS LLC FEBO 20.3% Class B; 0.2% 0.0%
NFS/FMTC IRA Beneficial
FBO Mary Conley
19 Abeel St Apt 2E
Yonkers, NY 10705-3400
LPL Financial Services 20.1% Class B; 0.2% 0.0%
A/C 1577-8448 Beneficial
9785 Towne Centre Dr
San Diego, CA 92121-1968
State Street Bank and Trust Company Custodian 13.4% Class B; 0.1% 0.0%
Roth Combined IRA 01/01/2002 Beneficial
FBO Donna M Myhre
2332 Meadows Lane
Castle Rock, CO 80104-9479
Robert W Baird and Company Inc. 9.9% Class B; 0.1% 0.0%
A/C 7060-7827 Beneficial
777 E Wisconsin Ave
Milwaukee, WI 53202-5300
State Street Bank and Trust Company Custodian 6.0% Class B; 0.1% 0.0%
IRA R/O James Anderson Beneficial
2717 S Howard St
Spokane, WA 99203-1875
NFS LLC FEBO 5.8% Class B; 0.1% 0.0%
Anwaruddin Ahmed Beneficial
House # 30A Road # 8
Sector # 3 Uttara Model Town
Bangladesh
RBC Dain Rauscher Custodian 50.3% Class C; 1.0% 0.1%
James E Adams IRA Beneficial
A/C # 1030-5097 IRA
7034 Waterman Ave
St. Louis, MO 63130-4323
Bear Stearns Securities Corporation 40.9% Class C; 0.8% 0.0%
FBO 420-02859-16 Beneficial
1 Metrotech Center N
Brooklyn, NY 11201-3870
Raymond James & Assoc. Inc. 8.8% Class C; 0.2% 0.0%
FBO Cline Rira Beneficial
BIN # 71880183
880 Carillon Parkway
St. Petersburg, FL 33716-1100
John W. Gilbert Custodian 99.4% Class I; 0.0% 0.0%
Jennifer L. Gilbert Beneficial
Uniform Gift to Minors Act Michigan
4808 Rivers Edge Dr
Troy, MI 48098-5418
</Table>
* On a pro forma basis, assuming that the value of the shareholder's interest
in the Fund on the date of consummation of the Reorganization is the same as on
October 10, 2006.
E-1
<Page>
PART B
ING EQUITY TRUST
STATEMENT OF ADDITIONAL INFORMATION
NOVEMBER 27, 2006
Acquisition of the Assets and Liabilities of: By and in Exchange for Shares of:
ING Disciplined LargeCap Fund ING Fundamental Research Fund
(a series of ING Equity Trust) (a series of ING Equity Trust)
7337 East Doubletree Ranch Road 7337 East Doubletree Ranch Road
Scottsdale, Arizona 85258-2034 Scottsdale, Arizona 85258-2034
This Statement of Additional Information of ING Equity Trust ("SAI") is
available to the shareholders of ING Disciplined LargeCap Fund in connection
with a proposed transaction whereby all of the assets and known liabilities of
the ING Disciplined LargeCap Fund will be transferred to ING Fundamental
Research Fund, a series of ING Equity Trust, in exchange for shares of ING
Fundamental Research Fund.
This SAI consists of: (i) this cover page; (ii) the accompanying PRO FORMA
Financial Statements; and (iii) the following documents, each of which was filed
electronically with the U.S. Securities and Exchange Commission and is
incorporated by reference herein:
1. The SAI for ING Disciplined LargeCap Fund, dated September 30, 2006,
as filed on September 22, 2006, and the SAI for ING Fundamental
Research Fund, dated December 28, 2005, as filed on December 23, 2005.
2. The Financial Statements of ING Disciplined LargeCap Fund are included
in the Class A, B and C Annual Report, dated May 31, 2006, as filed on
August 3, 2006, and the Financial Statements of the ING Fundamental
Research Fund are included in the Class A, B and C Annual Report,
dated May 31, 2006 as filed on August 3, 2006.
This Statement of Additional Information is not a prospectus. A Prospectus/Proxy
Statement dated November 22, 2006, relating to the Reorganization of ING
Disciplined LargeCap Fund may be obtained, without charge, by writing to the ING
Funds at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258-2034 or
calling 1-800-992-0180. This Statement of Additional Information should be read
in conjunction with the Prospectus/Proxy Statement.
<Page>
PRO FORMA FINANCIAL STATEMENTS
Shown below are financial statements for each Fund and PRO FORMA Financial
Statements for the combined Fund, assuming the Reorganization is consummated, as
of May 31, 2006. The first table presents Statements of Assets and Liabilities
for each Fund and estimated PRO FORMA figures for the combined Fund. The second
table presents Statements of Operations for each Fund and estimated PRO FORMA
figures for the combined Fund. The third table presents Portfolio of Investments
for each Fund and estimated PRO FORMA figures for the combined Fund. The tables
are followed by the Notes to the PRO FORMA Financial Statements.
<Page>
STATEMENTS OF ASSETS AND LIABILITIES AS OF MAY 31, 2006
- --------------------------------------------------------------------------------
<Table>
<Caption>
ING
FUNDAMENTAL
RESEARCH FUND
PRO FORMA
ING ING COMBINED
DISCIPLINED FUNDAMENTAL PRO FORMA (POST-MERGER
LARGECAP FUND RESEARCH FUND ADJUSTMENTS EXPENSE)
-----------------------------------------------------------
ASSETS:
Investments in securities at value+* $ 38,280,784 $4,936,674 $ 43,217,458
Short-term investments at amortized cost 2,311,612 -- 2,311,612
Repurchase agreement 308,000 175,000 483,000
Cash 266,977 12,584 279,561
Cash collateral for futures 9,450 -- 9,450
Receivables:
Fund shares sold 3,126 -- 3,126
Dividends and interest 83,140 8,242 91,382
Variation Margin receivable 1,300 -- 1,300
Reimbursement due from manager 2,690 14,700 17,390
Prepaid expenses 14,205 106,544 120,749
----------------------------------------------------------
Total assets 41,281,284 5,253,744 46,535,028
----------------------------------------------------------
LIABILITIES:
Payable for investment securities purchased 266,238 -- 266,238
Payable upon return of securities loaned 2,311,612 -- 2,311,612
Payable for fund shares redeemed 159,123 -- 159,123
Payable to affiliates 57,201 4,827 62,028
Payable for trustee fees 1,301 184 1,485
Other accrued expenses and liabilities 83,919 11,583 41,500 (B) 137,002
----------------------------------------------------------
Total liabilities 2,879,394 16,594 41,500 2,937,488
----------------------------------------------------------
NET ASSETS $ 38,401,890 $5,237,150 $(41,500) $ 43,597,540
==========================================================
NET ASSETS CONSIST OF:
Paid-in capital $ 78,228,521 $5,156,959 $ 83,385,480
Undistributed net investment income -- 11,147 (41,500)(B) (30,353)
Accumulated net realized loss on investments (42,180,126) 70,340 (42,109,786)
Net unrealized appreciation (depreciation) of
investments 2,353,495 (1,296) 2,352,199
----------------------------------------------------------
NET ASSETS $ 38,401,890 $5,237,150 $(41,500) $ 43,597,540
==========================================================
+Including securities on loan at value $ 2,253,733 $ -- $ 2,253,733
*Cost of investments in securities $ 35,921,504 $4,937,970 $ 40,859,474
** Cost of short-term investments $ -- $ -- $ --
CLASS A:
Net Assets $ 4,977,231 $5,135,750 $(5,379)(B) $ 10,107,602
Shares authorized unlimited unlimited 100,000,000
Par value $ 0.01 $ 0.01 $ 0.01
Shares outstanding 482,121 505,556 7,764 (C) 994,912
Net asset value and redemption price per share $ 10.32 $ 10.16 $ 10.16
Maximum offering price per share (A) $ 10.95 $ 10.78 $ 10.78
CLASS B:
Net Assets $ 23,953,970 $ 24,598 $(25,886)(B) $ 23,952,682
Shares authorized unlimited unlimited 100,000,000
Par value $ 0.01 $ 0.01 $ 0.01
Shares outstanding 2,437,823 2,430 (70,830)(C) 2,366,865
Net asset value and redemption price per share $ 9.83 $ 10.12 $ 10.12
CLASS C:
Net Assets $ 9,470,689 $ 76,802 $(10,235)(B) $ 9,537,256
Shares authorized unlimited unlimited 100,000,000
Par value $ 0.01 $ 0.01 $ 0.01
Shares outstanding 963,939 7,588 (28,100)(C) 942,415
Net asset value and redemption price per share $ 9.82 $ 10.12 $ 10.12
</Table>
(A) 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.
(B) Reflects adjustment for estimated one time merger expenses (See Note 5 in
Notes to Unaudited Pro Forma Financial Statements).
(C) Reflects new shares issued, net of retired shares of ING Disciplined
LargeCap Fund. Calculation: Net Assets / NAV per share)
See Accompanying Notes to Financial Statements
<Page>
STATEMENTS OF OPERATIONS FOR THE YEAR ENDED MAY 31, 2006
- --------------------------------------------------------------------------------
<Table>
<Caption>
PERIOD FROM
DECEMBER 28, 2005 ING
ING TO MAY 31, 2006 ANNUALIZED FUNDAMENTAL
DISCIPLINED ING FUNDAMENTAL ING FUNDAMENTAL RESEARCH FUND
LARGECAP FUND RESEARCH RESEARCH FUND PRO FORMA PRO FORMA
(DISAPPEARING FUND) FUND (SURVIVOR) (SURVIVOR)(1) ADJUSTMENTS COMBINED
------------------- ----------------- --------------- ----------- ------------
INVESTMENT INCOME:
Dividends $ 783,318 $29,517 $ 69,959 $ 853,277
Interest 14,282 4,894 11,599 25,881
Securities lending income 1,069 -- -- 1,069
----------------------------------------------------------------------------------
Total investment income 798,669 34,411 81,559 -- 880,228
EXPENSES:
Investment management fees 300,631 15,286 36,230 336,861
Distribution fees:
Class A 15,439 5,424 12,856 (2,573) (A) 25,722
Class B 266,640 56 179 266,819
Class C 111,370 85 705 112,075
Transfer agent fees:
Class A 6,035 2,604 6,172 12,207
Class B 31,324 7 22 31,346
Class C 13,105 10 83 13,188
Administrative service fees 71,082 2,184 5,176 (28,135) (A) 48,123
Shareholder reporting expense 19,529 874 2,071 (829) (B) 20,772
Registration fees 42,436 3,390 8,035 (3,214) (B) 47,257
Professional fees 13,387 5,492 13,017 (5,207) (B) 21,197
Custody and accounting expense 14,600 1,529 3,624 18,224
Trustee fees 1,014 218 517 1,531
Offering Expense -- 42,894 101,664 101,664
Miscellaneous expense 4,413 1,697 4,022 8,435
----------------------------------------------------------------------------------
Total expenses 911,005 81,750 194,373 (39,957) 1,065,421
----------------------------------------------------------------------------------
Less:
Net waived and reimbursed/recouped
fees 43,523 54,329 128,767 7,283 (A) 179,573
----------------------------------------------------------------------------------
Net expenses 867,482 27,421 65,607 (47,240) 885,848
----------------------------------------------------------------------------------
Net investment income (loss) (68,813) 6,990 15,952 47,240 (5,621)
----------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN
ON INVESTMENTS, FOREIGN CURRENCIES
AND FUTURES:
Net realized gain (loss) on:
Investments 3,497,028 70,340 166,715 3,663,743
Futures (14,957) -- -- (14,957)
----------------------------------------------------------------------------------
Net realized gain 3,482,071 70,340 166,715 -- 3,648,786
----------------------------------------------------------------------------------
Net change in unrealized
appreciation or depreciation on:
Investments (618,622) (1,296) (3,072) (621,694)
Futures (5,785) -- -- (5,785)
----------------------------------------------------------------------------------
Net change in unrealized
appreciation or depreciation (624,407) (1,296) (3,072) -- (627,479)
----------------------------------------------------------------------------------
Net realized and unrealized gain on
investments and foreign currencies 2,857,664 69,044 163,643 -- 3,021,307
----------------------------------------------------------------------------------
Net increase in net assets resulting
from operations $2,788,851 $76,034 $179,595 $ 47,240 $3,015,687
==================================================================================
* Foreign taxes $ -- $ 295 699 $ -- $ 699
</Table>
- ----------
(A) Reflects adjustment in expenses due to effects of new contractual rates.
(B) Reflects adjustment in expenses due to elimination of duplicative services.
(1) Amounts reflect actual activity of the ING Fundamental Research Fund for
the period from December 28, 2005 (inception) to May 31, 2006, which have
been annualized for the purpose of presenting a pro forma statement of
operations for the twelve months ended May 31, 2006 (except for class
specific expenses on Class B and Class C, which are from the period from
February 6, 2006 and April 17, 2006 to May 31, 2006, respectively).
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
<Page>
PORTFOLIOS OF INVESTMENTS AS OF MAY 31, 2006
<Table>
<Caption>
ING ING
FUNDAMENTAL FUNDAMENTAL
RESEARCH RESEARCH
ING ING PRO ING ING PRO
DISCIPLINED FUNDAMENTAL FORMA DISCIPLINED FUNDAMENTAL FORMA
LARGECAP RESEARCH (UNAUDITED) LARGECAP RESEARCH (UNAUDITED)
- ------------ ---------- ------------ ------------- ----------- ------------
Shares Value
- ------------------------------------ -----------------------------------------------
COMMON
STOCK:
ADVERTISING:
$ -- $ 600 $ 600 Omnicom Group -- 57,066 57,066
----------- ----------------------
-- 57,066 57,066
----------- ----------------------
AEROSPACE/DEFENSE:
5,700* -- 5,700 Boeing Co. 474,525 -- 474,525
3,790* -- 3,790 Lockheed Martin Corp. 274,737 -- 274,737
5,431* -- 5,431 Raytheon Co. 249,011 -- 249,011
3,290 1,600 4,890 United Technologies Corp. 205,691 100,032 305,723
----------- ----------------------
1,203,964 100,032 1,303,996
----------- ----------------------
AGRICULTURE:
6,510 1,700 8,210 Altria Group, Inc. 470,999 122,995 593,994
6,840 -- 6,840 Archer-Daniels-Midland Co. 284,339 -- 284,339
----------- ----------------------
755,338 122,995 878,333
----------- ----------------------
AIRLINES:
11,500 -- 11,500 Southwest Airlines Co. 185,150 -- 185,150
----------- ----------------------
185,150 -- 185,150
----------- ----------------------
APPAREL:
5,900* -- 5,900 @ Coach, Inc. 171,572 -- 171,572
1,700 -- 1,700 Liz Claiborne, Inc. 65,739 -- 65,739
-- 600 600 Nike, Inc. -- 48,186 48,186
----------- ----------------------
237,311 48,186 285,497
----------- ----------------------
AUTO MANUFACTURERS:
1,000* -- 1,000 @ Navistar International Corp. 26,580 -- 26,580
----------- ----------------------
26,580 -- 26,580
----------- ----------------------
BANKS:
14,580 2,500 17,080 Bank of America Corp. 705,672 121,000 826,672
6,000 -- 6,000 BB&T Corp. 249,420 -- 249,420
6,500* -- 6,500 National City Corp. 239,720 -- 239,720
6,000 -- 6,000 US Bancorp. 185,220 -- 185,220
4,990* -- 4,990 Wachovia Corp. 266,965 -- 266,965
2,700 2,000 4,700 Wells Fargo & Co. 179,199 132,740 311,939
----------- ----------------------
1,826,196 253,740 2,079,936
----------- ----------------------
BEVERAGES:
13,030* -- 13,030 Coca-Cola Co. 573,711 -- 573,711
2,100* -- 2,100 Pepsi Bottling Group, Inc. 65,814 -- 65,814
10,090 -- 10,090 PepsiCo, Inc. 610,041 -- 610,041
----------- ----------------------
1,249,566 -- 1,249,566
----------- ----------------------
BIOTECHNOLOGY:
3,740* 800 4,540 @ Amgen, Inc. 252,787 54,072 306,859
----------- ----------------------
252,787 54,072 306,859
----------- ----------------------
CHEMICALS:
-- 800 800 Air Products & Chemicals, Inc. -- 51,880 51,880
-- 2,500 2,500 Celanese Corp. -- 49,275 49,275
3,090* -- 3,090 Dow Chemical Co. 123,198 -- 123,198
2,900* -- 2,900 EI DuPont de Nemours & Co. 123,337 -- 123,337
2,600* -- 2,600 PPG Industries, Inc. 167,284 -- 167,284
2,400 -- 2,400 Rohm & Haas Co. 120,984 -- 120,984
1,700* -- 1,700 Sherwin-Williams Co. 82,229 -- 82,229
----------- ----------------------
617,032 101,155 718,187
----------- ----------------------
COMMERCIAL SERVICES:
2,200* -- 2,200 @,L Apollo Group, Inc. 115,082 -- 115,082
2,010 -- 2,010 Equifax, Inc. 72,521 -- 72,521
4,340* -- 4,340 McKesson Corp. 214,830 -- 214,830
----------- ----------------------
402,433 -- 402,433
----------- ----------------------
COMPUTERS:
2,650 -- 2,650 @ Apple Computer, Inc. 158,391 -- 158,391
7,590* -- 7,590 @,L Dell, Inc. 192,634 -- 192,634
-- 7,700 7,700 @ EMC Corp. -- 98,560 98,560
18,207 -- 18,207 Hewlett-Packard Co. 589,543 -- 589,543
8,890 -- 8,890 International Business Machines
Corp. 710,311 -- 710,311
12,700* 4,100 16,800 @,x Seagate Technology, Inc. -- 95,735 95,735
----------- ----------------------
1,650,879 194,295 1,845,174
----------- ----------------------
COSMETICS/PERSONAL CARE:
5,200 900 6,100 Colgate-Palmolive Co. 313,768 54,306 368,074
16,890 1,300 18,190 Procter & Gamble Co. 916,283 70,525 986,808
----------- ----------------------
1,230,051 124,831 1,354,882
----------- ----------------------
DISTRIBUTION/WHOLESALE:
-- 734 734 @ Wesco International, Inc. -- 48,253 48,253
----------- ----------------------
-- 48,253 48,253
----------- ----------------------
DIVERSIFIED FINANCIAL SERVICES:
3,840* -- 3,840 American Express Co. 208,742 -- 208,742
3,200 600 3,800 Capital One Financial Corp. 264,864 49,662 314,526
13,600 -- 13,600 Charles Schwab Corp. 226,576 -- 226,576
15,700 2,500 18,200 Citigroup, Inc. 774,010 123,250 897,260
-- 1,900 1,900 Countrywide Financial Corp. -- 72,732 72,732
3,000* -- 3,000 Fannie Mae 149,250 -- 149,250
2,200 600 2,800 Franklin Resources, Inc. 197,890 53,970 251,860
3,110* -- 3,110 Goldman Sachs Group, Inc. 469,455 -- 469,455
10,980 -- 10,980 JPMorgan Chase & Co. 468,187 -- 468,187
4,920 -- 4,920 Lehman Brothers Holdings, Inc. 327,721 -- 327,721
2,790 900 3,690 Merrill Lynch & Co., Inc. 202,024 65,169 267,193
7,650* 800 8,450 Morgan Stanley 456,093 47,696 503,789
1,600 -- 1,600 The Bear Stearns Cos., Inc. 214,000 -- 214,000
----------- ----------------------
3,958,812 412,479 4,371,291
----------- ----------------------
<Page>
<Caption>
ING ING
FUNDAMENTAL FUNDAMENTAL
RESEARCH RESEARCH
ING ING PRO ING ING PRO
DISCIPLINED FUNDAMENTAL FORMA DISCIPLINED FUNDAMENTAL FORMA
LARGECAP RESEARCH (UNAUDITED) LARGECAP RESEARCH (UNAUDITED)
- ------------ ---------- ------------ ------------- ----------- ------------
Shares Value
- ------------------------------------ -----------------------------------------------
ELECTRIC:
4,950 -- 4,950 Duke Energy Corp. 139,689 -- 139,689
-- 800 800 Exelon Corp. -- 45,288 45,288
5,600 -- 5,600 FirstEnergy Corp. 293,552 -- 293,552
-- 1,685 1,685 @ Mirant Corp. -- 41,923 41,923
7,600 -- 7,600 PPL Corp. 226,252 -- 226,252
-- 400 400 Public Service Enterprise
Group, Inc. -- 25,492 25,492
6,400* -- 6,400 TXU Corp. 366,720 -- 366,720
----------- ----------------------
1,026,213 112,703 1,138,916
----------- ----------------------
ELECTRONICS:
6,100 -- 6,100 @ Agilent Technologies, Inc. 212,829 -- 212,829
2,800 -- 2,800 Applera Corp. - Applied
Biosystems Group 82,880 -- 82,880
-- 8,800 8,800 @,@@ Flextronics International Ltd. -- 99,088 99,088
-- 700 700 Jabil Circuit, Inc. -- 24,374 24,374
14,100 -- 14,100 @,L Solectron Corp. 50,196 -- 50,196
-- 5,700 5,700 Symbol Technologies, Inc. -- 67,659 67,659
-- 1,800 1,800 @ Thomas & Betts Corp. -- 103,500 103,500
----------- ----------------------
345,905 294,621 640,526
----------- ----------------------
ENERGY - ALTERNATE SOURCES:
-- 1,600 1,600 @ KFX, Inc. -- 22,560 22,560
----------- ----------------------
-- 22,560 22,560
----------- ----------------------
ENGINEERING & CONSTRUCTION:
-- 8,100 8,100 @@ ABB Ltd. ADR -- 102,222 102,222
----------- ----------------------
-- 102,222 102,222
----------- ----------------------
FOOD:
4,754* -- 4,754 General Mills, Inc. 246,685 -- 246,685
-- 1,000 1,000 Hershey Foods Corp. -- 56,910 56,910
----------- ----------------------
246,685 56,910 303,595
----------- ----------------------
FOREST PRODUCTS & PAPER:
1,800 -- 1,800 Louisiana-Pacific Corp. 43,668 -- 43,668
1,800 -- 1,800 Temple-Inland, Inc. 77,418 -- 77,418
----------- ----------------------
121,086 -- 121,086
----------- ----------------------
HEALTHCARE - PRODUCTS:
9,340 1,800 11,140 Johnson & Johnson 562,455 108,396 670,851
----------- ----------------------
562,455 108,396 670,851
----------- ----------------------
HEALTHCARE - SERVICES:
6,880 -- 6,880 Aetna, Inc. 264,605 -- 264,605
2,660* -- 2,660 @ Coventry Health Care, Inc. 138,985 -- 138,985
-- 1,200 1,200 @ Health Net, Inc. -- 51,624 190,609
2,510* -- 2,510 @ Humana, Inc. 127,081 -- 127,081
-- 1,600 1,600 @ Triad Hospitals, Inc. -- 64,448 203,433
10,380* -- 10,380 UnitedHealth Group, Inc. 456,305 -- 456,305
5,540* -- 5,540 @ WellPoint, Inc. 396,553 -- 396,553
----------- ----------------------
1,383,529 116,072 1,499,601
----------- ----------------------
HOME FURNISHINGS:
1,100* -- 1,100 Harman International
Industries, Inc. 93,203 -- 93,203
----------- ----------------------
93,203 -- 93,203
----------- ----------------------
INSURANCE:
-- 700 700 @@ ACE Ltd -- 36,239 36,239
5,900* -- 5,900 Allstate Corp. 324,559 -- 324,559
8,000 -- 8,000 American International Group,
Inc. 486,400 -- 486,400
5,020* -- 5,020 Chubb Corp. 253,661 -- 253,661
5,900* 1,500 7,400 Genworth Financial, Inc. 197,591 50,235 247,826
3,100* -- 3,100 Hartford Financial Services
Group, Inc. 272,614 -- 272,614
3,860 -- 3,860 Lincoln National Corp. 216,855 -- 216,855
6,600 -- 6,600 L Metlife, Inc. 339,702 -- 339,702
1,300 -- 1,300 MGIC Investment Corp. 85,631 -- 85,631
3,900 -- 3,900 Principal Financial Group 213,135 -- 213,135
4,481 -- 4,481 Prudential Financial, Inc. 341,228 -- 341,228
----------- ----------------------
2,731,376 86,474 2,817,850
----------- ----------------------
INTERNET:
4,800 -- 4,800 @,L Amazon.com, Inc. 166,128 -- 166,128
600 -- 600 @,L Google, Inc. 223,092 -- 223,092
-- 2,400 2,400 @ Yahoo!, Inc. -- 75,816 75,816
----------- ----------------------
389,220 75,816 465,036
----------- ----------------------
INVESTMENT COMPANIES:
-- 7,800 7,800 @ KKR Private Equity Investors LP -- 187,746 187,746
-- 598 598 SPDR Trust Series 1 -- 76,251 76,251
----------- ----------------------
-- 263,997 263,997
----------- ----------------------
IRON/STEEL:
-- 800 800 Allegheny Technologies, Inc. -- 50,904 50,904
2,060* -- 2,060 Nucor Corp. 216,856 -- 216,856
----------- ----------------------
216,856 50,904 267,760
----------- ----------------------
LODGING:
-- 1,500 1,500 Harrah's Entertainment, Inc. -- 114,060 114,060
-- 2,000 2,000 Hilton Hotels Corp. -- 54,920 54,920
----------- ----------------------
-- 168,980 168,980
----------- ----------------------
MACHINERY - CONSTRUCTION &
MINING:
2,200* -- 2,200 Caterpillar, Inc. 160,490 -- 160,490
----------- ----------------------
160,490 -- 160,490
----------- ----------------------
MACHINERY - DIVERSIFIED:
700* -- 700 L Cummins, Inc. 77,147 -- 77,147
----------- ----------------------
77,147 -- 77,147
----------- ----------------------
<Page>
<Caption>
ING ING
FUNDAMENTAL FUNDAMENTAL
RESEARCH RESEARCH
ING ING PRO ING ING PRO
DISCIPLINED FUNDAMENTAL FORMA DISCIPLINED FUNDAMENTAL FORMA
LARGECAP RESEARCH (UNAUDITED) LARGECAP RESEARCH (UNAUDITED)
- ------------ ---------- ------------ ------------- ----------- ------------
Shares Value
- ------------------------------------ -----------------------------------------------
MEDIA:
4,340* -- 4,340 McGraw-Hill Cos, Inc. 223,944 -- 223,944
7,380 -- 7,380 News Corp., Inc. 140,737 -- 140,737
-- 3,500 3,500 Time Warner, Inc. -- 60,235 60,235
2,520 1,000 3,520 @ Viacom, Inc. 95,130 37,750 132,880
6,300 -- 6,300 Walt Disney Co. 192,150 -- 192,150
----------- ----------------------
651,961 97,985 749,946
----------- ----------------------
MINING:
200 -- 200 Alcoa, Inc. 6,344 -- 6,344
----------- ----------------------
6,344 -- 6,344
----------- ----------------------
MISCELLANEOUS MANUFACTURING:
2,410* -- 2,410 3M Co. 201,621 -- 201,621
1,500 600 2,100 @ Cooper Industries Ltd. 133,590 53,436 187,026
3,400 -- 3,400 Danaher Corp. 217,974 -- 217,974
32,160 3,600 35,760 General Electric Co. 1,101,802 123,336 1,225,138
-- 2,000 2,000 Roper Industries, Inc. -- 93,680 93,680
----------- ----------------------
1,654,987 270,452 1,925,439
----------- ----------------------
OIL & GAS:
11,748 -- 11,748 ChevronTexaco Corp. 702,413 -- 702,413
9,436* -- 9,436 ConocoPhillips 597,204 -- 597,204
-- 500 500 ENSCO International, Inc. 597,204 24,995 622,199
24,820 2,100 26,920 ExxonMobil Corp. 1,511,786 127,911 1,639,697
3,600* -- 3,600 Marathon Oil Corp. 270,180 -- 270,180
-- 900 900 @ Newfield Exploration Co. -- 38,457 38,457
3,600* -- 3,600 Occidental Petroleum Corp. 356,724 -- 356,724
-- 600 600 @ Plains Exploration &
Production Co. -- 21,420 21,420
-- 1,500 1,500 @@ Royal Dutch Shell PLC ADR -- 99,465 99,465
-- 800 800 @ Southwestern Energy Co. -- 25,840 25,840
2,110 -- 2,110 Sunoco, Inc. 144,725 -- 144,725
5,420* -- 5,420 Valero Energy Corp. 332,517 -- 332,517
----------- ----------------------
3,915,549 338,088 4,253,637
----------- ----------------------
OIL & GAS SERVICES:
4,400* -- 4,400 Halliburton Co. 328,196 -- 328,196
3,400 900 4,300 Schlumberger Ltd. 222,938 59,013 281,951
-- 700 700 @ Weatherford International Ltd. -- 36,428 36,428
----------- ----------------------
551,134 95,441 646,575
----------- ----------------------
PHARMACEUTICALS:
4,740 1,200 5,940 Abbott Laboratories 202,398 51,240 253,638
3,200* -- 3,200 L AmerisourceBergen Corp. 139,488 -- 139,488
2,310 -- 2,310 @ Express Scripts, Inc. 169,277 -- 169,277
2,560 -- 2,560 @ Hospira, Inc. 114,714 -- 114,714
3,840* -- 3,840 @ King Pharmaceuticals, Inc. 68,275 -- 68,275
-- 2,000 2,000 @ Medco Health Solutions, Inc. -- 107,800 107,800
14,850* -- 14,850 Merck & Co., Inc. 494,357 -- 494,357
23,110 3,100 26,210 Pfizer, Inc. 546,783 73,346 620,129
-- 2,000 2,000 @@ Teva Pharmaceutical Industries
Ltd. ADR 546,783 72,820 619,603
4,400 -- 4,400 Wyeth 201,256 -- 201,256
----------- ----------------------
1,936,548 305,206 2,241,754
----------- ----------------------
RETAIL:
-- 400 400 Abercrombie & Fitch Co. -- 23,140 23,140
4,790 -- 4,790 Best Buy Co., Inc. 253,870 -- 253,870
2,550 -- 2,550 L Circuit City Stores, Inc. 76,628 -- 76,628
4,900 -- 4,900 Costco Wholesale Corp. 259,357 -- 259,357
-- 2,600 2,600 CVS Corp. -- 72,540 72,540
2,100 -- 2,100 Darden Restaurants, Inc. 74,361 -- 74,361
6,750 700 7,450 Home Depot, Inc. 257,310 26,684 283,994
3,440 -- 3,440 L JC Penney Co., Inc. 209,014 -- 209,014
5,400 -- 5,400 Limited Brands 146,664 -- 146,664
2,510* -- 2,510 Lowe's Cos., Inc. 156,323 -- 156,323
10,790* -- 10,790 McDonald's Corp. 357,904 -- 357,904
3,300* -- 3,300 Nordstrom, Inc. 121,539 -- 121,539
4,700 -- 4,700 @ Office Depot, Inc. 195,379 -- 195,379
1,400 -- 1,400 @,L Sears Holding Corp. 212,618 -- 212,618
9,140 -- 9,140 Staples, Inc. 214,699 -- 214,699
7,760* -- 7,760 @,L Starbucks Corp. 276,644 -- 276,644
2,890* -- 2,890 Target Corp. 141,379 -- 141,379
7,100* -- 7,100 TJX Cos., Inc. 168,341 -- 168,341
-- 1,900 1,900 @ Urban Outfitters, Inc. -- 35,283 35,283
7,830 1,000 8,830 Wal-Mart Stores, Inc. 379,364 48,450 427,814
1,900 -- 1,900 Wendy's International, Inc. 114,532 -- 114,532
----------- ----------------------
3,615,926 206,097 3,822,023
----------- ----------------------
SEMICONDUCTORS:
6,600* -- 6,600 @ Advanced Micro Devices, Inc. 203,874 -- 203,874
5,700* -- 5,700 @,L Altera Corp. 111,492 -- 111,492
6,400* -- 6,400 @ Freescale Semiconductor, Inc. 199,744 -- 199,744
18,420 4,000 22,420 Intel Corp. 331,928 72,080 404,008
6,100* -- 6,100 @ LSI Logic Corp. 59,353 -- 59,353
-- 900 900 @,@@ Marvell Technology Group Ltd. -- 42,903 42,903
-- 1,200 1,200 Maxim Integrated Products -- 36,876 36,876
10,600* -- 10,600 Micron Technology, Inc. 175,536 -- 175,536
5,600 -- 5,600 National Semiconductor Corp. 143,808 -- 143,808
2,500 -- 2,500 @ QLogic Corp. 44,700 -- 44,700
-- 10,800 10,800 @@ Taiwan Semiconductor
Manufacturing Co., Ltd. ADR -- 102,276 102,276
----------- ----------------------
1,270,435 254,135 1,524,570
----------- ----------------------
SOFTWARE:
3,590* -- 3,590 @ BMC Software, Inc. 72,339 -- 72,339
5,550* -- 5,550 @ Compuware Corp. 40,848 -- 40,848
27,360 1,900 29,260 Microsoft Corp. 619,704 43,035 662,739
11,600* -- 11,600 @ Oracle Corp. 164,952 -- 164,952
----------- ----------------------
897,843 43,035 940,878
----------- ----------------------
TELECOMMUNICATIONS:
-- 4,500 4,500 @ Arris Group, Inc. -- 54,090 54,090
15,130 6,700 21,830 L AT&T, Inc. 394,288 174,602 568,890
16,800* -- 16,800 BellSouth Corp. 567,336 -- 567,336
34,930* 3,600 38,530 @ Cisco Systems, Inc. 687,422 70,848 758,270
19,200 -- 19,200 Motorola, Inc. 404,928 -- 404,928
5,340 -- 5,340 QUALCOMM, Inc. 241,421 -- 241,421
-- 1,600 1,600 Verizon Communications, Inc. -- 49,936 49,936
----------- ----------------------
2,295,395 349,476 2,644,871
----------- ----------------------
TRANSPORTATION:
4,877 -- 4,877 Norfolk Southern Corp. 257,311 -- 257,311
3,440 -- 3,440 United Parcel Service, Inc. 277,087 -- 277,087
----------- ----------------------
534,398 -- 534,398
----------- ----------------------
Total Common Stock 38,280,784 4,936,674 43,217,458
----------- ----------------------
Cost 35,921,504 4,937,970 40,859,474
<Page>
<Caption>
ING ING
FUNDAMENTAL FUNDAMENTAL
RESEARCH RESEARCH
ING ING PRO ING ING PRO
DISCIPLINED FUNDAMENTAL FORMA DISCIPLINED FUNDAMENTAL FORMA
LARGECAP RESEARCH (UNAUDITED) LARGECAP RESEARCH (UNAUDITED)
- ------------ ---------- ------------ ------------- ----------- ------------
Shares Value
- ------------------------------------ -----------------------------------------------
Principal Amount
SHORT-TERM
INVESTMENTS
REPURCHASE AGREEMENT:
$ 308,000 Morgan Stanley Repurchase
Agreement dated 05/31/06,
5.020%, due 06/01/06, $836,117
to be received upon repurchase
(Collateralized by $785,000
Federal National Mortgage
Association, 6.250%, Market
Value plus accrued interest
$855,868, due 5/15/29). 308,000
Morgan Stanley Repurchase
Agreement dated 05/31/06,
5.019%, due 06/01/06, $175,024
to be received upon repurchase
(Collateralized by $195,000
Federal Home Loan Bank, 5.760%,
Market Value plus accrued
interest $188,405, due 07/03/25 175,000 483,000
$175,000 $ 483,000
Total Repurchase Agreement 308,000 175,000 483,000
----------- ----------------------
Cost 308,000 175,000 483,000
SECURITIES LENDING
COLLATERAL CC:
2,311,612 -- 2,311,612 The Bank of New York
Institutional Cash Reserve Fund 2,311,612 -- 2,311,612
----------- ----------------------
Total Securities Lending
Collateral 2,311,612 -- 2,311,612
----------- ----------------------
Cost 2,311,612 -- 2,311,612
Total Short-Term Investments 2,619,612 175,000 2,794,612
----------- ----------------------
Cost 2,619,612 175,000 2,794,612
TOTAL INVESTMENTS IN SECURITIES $40,900,396 $5,111,674 $46,012,070
Cost 38,541,116 5,112,970 43,654,086
OTHER ASSETS AND LIABILITIES-NET (2,498,506) 125,476 (2,373,030)
----------- ----------------------
NET ASSETS $38,401,890 $5,237,150 $43,639,040
=========== ======================
@ Non-income producing security
@@ Foreign Issuer
ADR American Depositary Receipt
cc Securities purchased with cash
collateral for securities
loaned.
L Loaned security, a portion or
all of the security is on loan
at May 31, 2006.
X Fair value determined by ING
Funds Valuation Committee
appointed by the Funds' Board
of Directors/Trustees.
* Cost for federal income tax
purposes is $ -- $ -- $ --
Net unrealized appreciation
consists of:
Gross Unrealized Appreciation $ 3,367,749 $ 193,479 $ 3,561,228
Gross Unrealized Depreciation (1,008,469) (194,775) (1,203,244)
----------- ----------------------
Net Unrealized Appreciation $ 2,359,280 $ (1,296)$ 2,357,984
=========== ======================
<Caption>
Information
concerning
open futures
contracts at
May 31, 2006
is shown
below:
LONG
CONTRACTS
NOTIONAL UNREALIZED
NO. OF EXPIRATION MARKET GAIN
CONTRACTS DATE VALUE (LOSS)
- ------------ ---------- ----------- ----------
2 2 S&P 500 E-mini Future 06/16/2006 $ 127,300 $(5,785)
-------------------
$ 127,300 $(5,785)
===================
</Table>
* If the Reorganization is approved, the portfolio security is expected
to be sold prior to or shortly after the Reorganization.
<Page>
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)
- --------------------------------------------------------------------------------
NOTE 1 - BASIS OF COMBINATION:
The Board of Trustees of the ING Disciplined LargeCap Fund
("Disciplined LargeCap") and the ING Fundamental Research Fund ("Fundamental
Research"), approved an Agreement and Plan of Reorganization dated May 25, 2006,
respectively (the "Plan") whereby, subject to approval by the shareholders of
Disciplined LargeCap, Fundamental Research will acquire all of the assets of the
Disciplined LargeCap, subject to the liabilities of such Fund, in exchange for a
number of shares of Fundamental Research equal in value to the net assets of
Disciplined LargeCap (the "Merger").
The Merger will be accounted for as a tax-free merger of investment
companies with Fundamental Research remaining as both the tax and accounting
survivor. The unaudited pro forma combined financial statements are presented
for the information of the reader and may not necessarily be representative
of what the actual combined financial statements would have been had the
reorganization occurred at May 31, 2006. The unaudited pro forma Fund of
investments and statement of assets and liabilities reflect the financial
position of Disciplined LargeCap and Fundamental Research at May 31, 2006.
The unaudited pro forma statement of operations reflects the results of
operations of Disciplined LargeCap for the twelve-months ended May 31, 2006
and of Fundamental Research for the period from December 28, 2005, the Fund's
inception, to May 31, 2006. These statements have been derived from the
Funds' respective books and records utilized in calculating daily net asset
value at the date indicated above for Disciplined LargeCap and Fundamental
Research under accounting principles generally accepted in the United States
of America for investment companies. The historical cost of investment
securities will be carried forward to the surviving entity and the results of
operations of Disciplined LargeCap for pre-combination periods will not be
restated.
The unaudited pro forma Fund of investments, and unaudited statement of
assets and liabilities and statement of operations should be read in conjunction
with the historical financial statements of each Fund, which are incorporated by
reference in the Statements of Additional Information.
NOTE 2 - SECURITY VALUATION:
Investments in equity securities traded on a national securities
exchange are valued at the last reported sale price. Securities reported by the
NASDAQ will be valued at the NASDAQ official closing price. Fund securities
traded on an exchange or NASDAQ for which there has been no sale and securities
traded in the over-the-counter-market are valued at the mean between the last
reported bid and ask prices. All investments quoted in foreign currencies will
be valued daily in U.S. dollars on the basis of the foreign currency exchange
rates prevailing at the time such valuation is determined by each Fund's
custodian. Debt securities are valued at bid prices obtained from independent
services or from one or more dealers making markets in the securities and may be
adjusted based on the Fund's valuation procedures. U.S. Government obligations
are valued by using market quotations or independent pricing services that use
prices provided by market-makers or estimates of market values obtained from
yield data relating to instruments or securities with similar characteristics.
Securities for which market quotations are not readily available are valued at
their fair values as determined in good faith and in accordance with policies
set by the Board of Trustees ("Board") of the Funds. Among 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. Investments in securities maturing in 60 days or less are valued at
amortized cost, which, when combined with accrued interest, approximates market
value.
NOTE 3 - CAPITAL SHARES:
The unaudited pro forma net asset value per share assumes additional
shares of common Disciplined LargeCap issued in connection with the proposed
acquisition of Disciplined LargeCap by Fundamental Research as of May 31, 2006.
The number of additional shares issued was calculated by dividing the net asset
value of each Class of Disciplined LargeCap by the respective Class net asset
value per share of Fundamental Research.
<Page>
NOTE 4 - UNAUDITED PRO FORMA ADJUSTMENTS:
The accompanying unaudited pro forma financial statements reflect
changes in Fund shares as if the merger had taken place on May 31, 2006.
Disciplined LargeCap expenses were adjusted assuming Fundamental Research's fee
structure was in effect for the twelve months ended May 31, 2006.
NOTE 5 - MERGER COSTS:
Merger costs to be incurred by Disciplined LargeCap are estimated at
approximately $41,500. These costs represent one half of the estimated expenses
of the Fund carrying out its obligations under the Plan and consist of
management's estimate of legal fees, accounting fees, printing costs and mailing
charges related to the proposed merger. ING Investments LLC, Investment Adviser
to the Funds, will bear the other half of the cost of the Merger.
NOTE 6 - USE OF ESTIMATES IN PREPARATION OF PRO FORMA FINANCIAL STATEMENTS:
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 U.S. generally accepted
accounting principles for investment companies. Actual results could differ from
these estimates.
NOTE 7 - 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. A
portion of the amount of these capital loss carryforwards may be limited in the
future.
<Page>
[INSERT ING LOGO & ADDRESS]
3 EASY WAYS TO VOTE YOUR PROXY
VOTE BY PHONE: Call toll free 1-888-221-0697 and follow the recorded
instructions.
VOTE ON THE INTERNET: Log on to PROXYWEB.COM and follow the on-screen
instructions.
VOTE BY MAIL: Check the appropriate boxes on the reverse side of the Proxy
Card, sign and date the Proxy Card and return in the envelope provided.
If you vote via phone or internet, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.
ING EQUITY TRUST
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS ON JANUARY 4, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
ING DISCIPLINED LARGECAP FUND
The undersigned hereby appoint(s) HUEY P. FALGOUT, JR., THERESA K.
KELETY, AND TODD MODIC or any one or all of them, proxies, with full power of
substitution, to vote all shares of the above-referenced Fund (the "Fund"),
which the undersigned is entitled to vote at the Special Meeting of Shareholders
of the Fund to be held at the offices of the Fund at 7337 East Doubletree Ranch
Road, Scottsdale, Arizona 85258-2034 on January 4, 2007 at 10:00 a.m., Local
time, and at any adjournment(s) or postponement(s) thereof.
This proxy will be voted as instructed. IF NO SPECIFICATION IS MADE,
THE PROXY WILL BE VOTED "FOR" THE PROPOSAL.
PLEASE VOTE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
- ------------------------------------ -----------------------------------------
Signature (s) (if held jointly) Date
This proxy card must be signed exactly as your name(s) appears hereon.
If as an attorney, executor, guardian or in some representative capacity or as
an officer of a corporation, please add title(s) as such. Join owners must each
sign.
PLEASE FILL IN BOX(ES) AS SHOWN USING BLACK OR BLUE INK OR NUMBER 2 PENCIL. |X|
PLEASE DO NOT USE FINE POINT PENS.
TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE STRONGLY
URGE YOU TO REVIEW, COMPLETE AND RETURN YOUR PROXY CARD AS SOON AS POSSIBLE.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IF YOU VOTE
VIA PHONE OR THE INTERNET, YOU DO NOT NEED TO RETURN YOUR PROXY CARD.
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL:
1. To approve an Agreement and Plan of Reorganization by and among ING
Disciplined LargeCap Fund and ING Fundamental Research Fund, providing for
the reorganization of ING Disciplined LargeCap Fund with and into ING
Fundamental Research Fund.
For |_| Against |_| Abstain |_|
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
<Page>
PART C:
OTHER INFORMATION
ITEM 15. INDEMNIFICATION
Section 4.3 of Registrant's Declaration of Trust provides the following:
(a) Subject to the exceptions and limitations contained in paragraph (b) below
(i) every person who is, or has been, a Trustee or Officer of the Trust shall be
indemnified by the Trust to the fullest extent permitted by law against all
liability and against all expenses reasonably incurred or paid by him in
connection with any claim, action, suit or proceeding in which he becomes
involved as a party or otherwise by virtue of his being or having been a Trustee
or Officer and against amounts paid or incurred by him in the settlement
thereof; and (ii) the word "claim", "action", "suit" or "proceeding" shall apply
to all claims, actions or suits or proceedings (civil, criminal, administrative
or other including appeals), actual or threatened; and the words "liability" and
"expenses" shall include without limitation, attorneys fees, costs, judgments,
amounts paid in settlement, fines, penalties and other liabilities.
(b) No indemnification shall be provided hereunder to a Trustee or Officer: (i)
against any liability to the Trust, a Series thereof, or the Shareholders by
reason of a final adjudication by a court or other body before which a
proceeding was brought or that he engaged in willful misfeasance, bad faith,
gross negligence or reckless disregard of the duties involved in the conduct of
his office; (ii) with respect to any matter as to which he shall have been
finally adjudicated not to have acted in good faith in reasonable belief that
his action was in the best interest of his Trust; or (iii) in the event of a
settlement or other disposition not involving a final adjudication as provided
in paragraph (b) (i) or (b) (ii) resulting in a payment by a Trustee or officer,
unless there has been a determination that such Trustee or officer did not
engage in willful misfeasance, bad faith, gross negligence or reckless disregard
of the duties involved in the conduct of his office: (A) by the court or other
body approving the settlement or other disposition; or (B) based upon the review
of readily available facts (as opposed to full trial-type inquiry) by (x) vote
of a majority of the Disinterested Trustees acting on the matter (provided that
a majority of the Disinterested Trustees then in office act on the matter) or
(y) written opinion of independent legal counsel.
(c) The rights of indemnification herein provided may be insured against by
policies maintained by the Trust, shall be severable, shall not affect any other
rights to which any Trustee or officer may now or hereafter be entitled, shall
continue as to a person who has ceased to be such Trustee or officer and shall
inure to the benefit of the heirs, executors, administrators and assigns of such
a person. Nothing contained herein shall affect any rights to indemnification to
which personnel of the Trust other than Trustees and officers may be entitled by
contract or otherwise under law. (d) Expenses of preparation and presentation of
a defense to any claim, action, suit or proceeding of the character described in
paragraph (a) of this Section 4.3 may be advanced by the Trust prior to final
disposition thereof upon receipt of an undertaking by or on behalf of the
recipient to repay such amount if it is ultimately determined that he is not
entitled to indemnification under this Section 4.3, provided that either: (i)
such undertaking is secured by a surety bond or some other appropriate security
provided by the recipient, or the Trust shall be insured against losses arising
out of any such advances; or (ii) a majority of the Disinterested Trustees
acting on the matter (provided that a majority of the Disinterested Trustees act
on the matter) or an independent legal counsel in a written opinion shall
determine, based upon a review of readily available facts (as opposed to a full
trial-type inquiry), that there is reason to believe that the recipient
ultimately will be found entitled to indemnification. As used in this Section
4.3, a "Disinterested Trustee" is
<Page>
one who is not (i) an Interested Person of the Trust (including anyone who has
been exempted from being an Interested Person by any rule, regulation or order
of the Commission), or (ii) involved in the claim, action, suit or proceeding.
Section 8 of Registrant's Administration Agreement provides for the
indemnification of Registrant's Administrator against all liabilities incurred
by it in performing its obligations under the agreement, except with respect to
matters involving its disabling conduct.
Insofar as indemnification for liabilities arising under the Securities Act of
1933, as amended ("1933 Act") may be permitted to Trustees, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a Trustee, officer or controlling
person of the Registrant in connection with the successful defense of any action
suit or proceeding) is asserted by such Trustee, officer or controlling person
in connection with the shares being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy, as expressed in the Act and be
governed by final adjudication of such issue.
ITEM 16. EXHIBITS
(1) (a) Amended and Restated Declaration of Trust for ING Equity Trust
dated February 25, 2003 - Filed as an Exhibit to Post-Effective
Amendment No. 43 to the Registrant's Registration Statement on Form
N-1A on September 30, 2003 and incorporated herein by reference.
(b) Establishment and Designation of Series and Classes of Shares of
Beneficial Interest, Par Value $0.01 Per Share, effective December
12, 2005 (ING Fundamental Research Fund and ING Opportunistic
LargeCap Fund) - Filed as an Exhibit to Post-Effective Amendment
No. 70 to the Registrant's Registration Statement on Form N-1A on
December 23, 2005 and incorporated herein by reference.
(2) (a) Filed as an Exhibit to the Registrant's initial Form N-1A
Registration Statement on June 15, 1998 and incorporated herein by
reference.
(b) Form of Amendment to bylaws -- Filed as an Exhibit to
Post-Effective Amendment No. 6 to the Registrant's Registration
Statement on Form N-1A on March 1, 2001 and incorporated herein by
reference.
(3) Not applicable.
(4) Form of Agreement and Plan of Reorganization between ING Equity Trust, on
behalf of its ING Fundamental Research Fund series and ING Equity Trust,
on behalf of its ING Disciplined LargeCap Fund series -- Filed as an
Exhibit to the Registrant's Registration Statement on Form N-14 on
October 11, 2006 and incorporated herein by reference.
(5) Not applicable.
(6) (a) Second Amended and Restated Investment Management Agreement, dated
February 1, 2005, between ING Investments, LLC and ING Equity
Trust-- Filed
2
<Page>
as an Exhibit to Post-Effective Amendment No. 63 to the
Registrant's Registration Statement on Form N-1A on January 25,
2005 and incorporated herein by reference.
(i) Amended Schedule A with respect to the Second Amended and
Restated Investment Management Agreement -- Filed as an Exhibit to
Post-Effective Amendment No. 70 to the Registrant's Registration
Statement on Form N-1A on December 23, 2005 and incorporated herein
by reference.
(b) Sub-Advisory Agreement, dated September 23, 2002, between ING
Investments, LLC and Aeltus Investment Management, Inc. -- Filed as
an Exhibit to Post-Effective Amendment No. 46 to the Registrant's
Registration Statement on Form N-1A on January 9, 2004 and
incorporated herein by reference.
(i) First Amendment to Sub-Advisory Agreement between ING
Investment, LLC and Aeltus Investment Management, Inc., effective
July 1, 2003 -- Filed as an Exhibit to Post-Effective Amendment No.
46 to the Registrant's Registration Statement on Form N-1A on
January 9, 2004 and incorporated herein by reference.
(ii) Second Amendment to Sub-Advisory Agreement between ING
Investment, LLC and Aeltus Investment Management, Inc., effective
September 1, 2003 - Filed as an Exhibit to Post-Effective Amendment
No. 46 to the Registrant's Registration Statement on Form N-1A on
January 9, 2004 and incorporated herein by reference.
(iii) Amended and Restated Schedule A with respect to the
Sub-Advisory Agreement between ING Pilgrim Investments, LLC and ING
Investment Management Co. (formerly, Aeltus Investment Management,
Inc.) -- Filed as an Exhibit to Post-Effective Amendment No. 58 to
the Registrant's Registration Statement filed on Form N-1A on
September 27, 2004 and incorporated herein by reference.
(iv) Amended Schedule A with respect to the Sub-Advisory Agreement
between ING Investments, LLC and ING Investment Management Co.
(formerly, Aeltus Investment Management, Inc.) -- Filed as an
Exhibit to Post-Effective Amendment No. 70 to the Registrant's
Registration Statement on Form N-1A on December 23, 2005 and
incorporated herein by reference.
(7) (a) Underwriting Agreement dated September 23, 2002 between ING Funds
Distributor, Inc. and ING Equity Trust -- Filed as an Exhibit to
Post-Effective Amendment No. 46 to the Registrant's Registration
Statement on Form N-1A on January 9, 2004 and incorporated herein
by reference.
(i) Amended and Restated Schedule A with respect to the
Underwriting Agreement between ING Funds Distributor, LLC and ING
Equity Trust -- Filed as an Exhibit to Post-Effective Amendment No.
58 to the Registrant's Registration Statement filed on Form N-1A on
September 27, 2004 and incorporated herein by reference.
3
<Page>
(b) Substitution Agreement with respect to the Underwriting Agreement
between ING Funds Distributor, LLC and ING Equity Trust dated
October 8, 2002 -- Filed as an Exhibit to Post-Effective Amendment
No. 58 to the Registrant's Registration Statement filed on Form
N-1A on September 27, 2004 and incorporated herein by reference.
(c) Underwriting Agreement dated September 23, 2002 between ING Funds
Distributor, Inc. and ING Equity Trust -- Filed as an Exhibit to
Post-Effective Amendment No. 46 to the Registrant's Registration
Statement on Form N-1A on January 9, 2004 and incorporated herein
by reference.
(i) Amended Schedule A with respect to the Underwriting Agreement
between ING Equity Trust and ING Funds Distributor, LLC --Filed as
an Exhibit to Post-Effective Amendment No. 70 to the Registrant's
Registration Statement on Form N-1A on December 23, 2005 and
incorporated herein by reference.
(d) Substitution Agreement with respect to the Underwriting Agreement
between ING Funds Distributor, LLC and ING Equity Trust dated
October 8, 2002 -- Filed as an Exhibit to Post-Effective Amendment
No. 58 to the Registrant's Registration Statement filed on Form
N-1A on September 27, 2004 and incorporated herein by reference.
(8) Deferred Compensation Plan for Independent Directors effective September
15, 2005 - Filed as an Exhibit to the Registrant's Registration
Statement on Form N-14 on October 11, 2006 and incorporated herein by
reference.
(9) (a) Custody Agreement dated January 6, 2003 between ING Equity Trust
and The Bank of New York -- Filed as an Exhibit to Post-Effective
Amendment No. 49 to the Registrant's Registration Statement on Form
N-1A on January 27, 2004 and incorporated herein by reference.
(i) Amended Exhibit A, dated July 29, 2005, with respect to the
Custody Agreement between ING Equity Trust and The Bank of New York
- Filed as an Exhibit to Post-Effective Amendment No. 68 to the
Registrant's Registration Statement on Form N-1A on September 29,
2005 and incorporated herein by reference.
(ii) Form of Amended Exhibit A, dated December 28, 2005, with
respect to the Custody Agreement between ING Equity Trust and The
Bank of New York -- Filed as an Exhibit to Post-Effective Amendment
No. 70 to the Registrant's Registration Statement on Form N-1A on
December 23, 2005 and incorporated herein by reference.
(b) Foreign Custody Manager Agreement dated January 6, 2003 between ING
Equity Trust and The Bank of New York -- Filed as an Exhibit to
Post-Effective Amendment No. 46 to the Registrant's Registration
Statement on Form N-1A on January 9, 2004 and incorporated herein
by reference.
(i) Amended Exhibit A, dated July 29, 2005, with respect to the
Foreign Custody Manager Agreement between ING Equity Trust and The
Bank of New York - Filed as an Exhibit to Post-Effective Amendment
No. 68 to the Registrant's Registration Statement on Form N-1A on
September 29, 2005 and incorporated herein by reference.
(ii) Form of Amended Exhibit A, dated December 28, 2005, with
respect to the Foreign Custody Manager Agreement between ING Equity
Trust and The Bank of New York --
4
<Page>
Filed as an Exhibit to Post-Effective Amendment No. 70 to the
Registrant's Registration Statement on Form N-1A on December 23,
2005 and incorporated herein by reference.
(c) The Bank of New York Cash Reserve Agreement dated March 31, 2003 --
Filed as an Exhibit to Post-Effective Amendment No. 46 to the
Registrant's Registration Statement on Form N-1A on January 9, 2004
and incorporated herein by reference.
(i) Amended Exhibit A, dated February 25, 2004, with respect to The
Bank of New York Cash Reserve Agreement as of June 14, 2004 --
Filed as an Exhibit to Post-Effective Amendment No. 68 to the
Registrant's Registration Statement on Form N-1A on September 29,
2005 and incorporated herein by reference.
(ii) Form of Amended Exhibit A, dated December 28, 2005, with
respect to The Bank of New York Cash Reserve Agreement - Filed as
an Exhibit to Post-Effective Amendment No. 70 to the Registrant's
Registration Statement on Form N-1A on December 23, 2005 and
incorporated herein by reference.
(10) (a) Fourth Amended and Restated Distribution and Service Plan (Classes
A, B, C, Q and T Shares) dated August 20, 2002 -- Filed as an
Exhibit to Post-Effective Amendment No. 46 to the Registrant's
Registration Statement on Form N-1A on January 9, 2004 and
incorporated herein by reference.
(i) Amended Schedule A with respect to Fourth Amended and Restated
Service and Distribution Plan for ING Equity Trust - Filed as an
Exhibit to Post-Effective Amendment No. 70 to the Registrant's
Registration Statement on Form N-1A on December 23, 2005 and
incorporated herein by reference.
(ii) Amended Schedule B with respect to the Fourth Amended and
Restated Distribution and Service Plan for ING Equity Trust - Filed
as an Exhibit to Post-Effective Amendment No. 70 to the
Registrant's Registration Statement on Form N-1A on December 23,
2005 and incorporated herein by reference.
(b) Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3
dated June 3, 2004 -- Filed as an Exhibit to Post-Effective
Amendment No. 54 to the Registration Statement on Form N1-A on June
14, 2004 and incorporated herein by reference.
(i) Amended Schedule A with respect to the Amended and Restated
Multiple Class Plan Pursuant to Rule 18f-3 for ING Equity Trust --
Filed as an Exhibit to Post-Effective Amendment No. 70 to the
Registrant's Registration Statement on Form N-1A on December 23,
2005 and incorporated herein by reference.
(ii) Amended Schedule B with respect to the Amended and Restated
Multiple Class Plan Pursuant to Rule 18f-3 for ING Equity Trust --
Filed as an Exhibit to Post-Effective Amendment No. 70 to the
Registrant's Registration Statement on Form N-1A on December 23,
2005 and incorporated herein by reference.
(11) Opinion and Consent of Counsel - Filed as an Exhibit to the
Registrant's Registration Statement on Form N-14 on October 11, 2006
and incorporated herein by reference.
(12) Form of Opinion and Consent of Counsel Supporting Tax Matters and
Consequences - To be filed by subsequent post-effective amendment.
5
<Page>
(13) (a) Agency Agreement dated November 30, 2000 between ING Pilgrim
Investments, LLC and DST Systems, inc. (Principal Protection Fund)
-- Filed as an Exhibit to Post-Effective Amendment No. 46 to the
Registrant's Registration Statement on Form N-1A on January 9, 2004
and incorporated herein by reference.
(i) Amended and Restated Exhibit A, dated July 14, 2005, with
respect to the Agency Agreement between The Funds and DST Systems,
Inc. -- Filed as an Exhibit to Post-Effective Amendment No. 68 to
the Registrant's Registration Statement on Form N-1A on September
29, 2005 and incorporated herein by reference.
(ii) Form of Amended and Restated Exhibit A, dated December 28,
2005, with respect to the Agency Agreement between the Funds and
DST Systems, Inc. - Filed as an Exhibit to Post-Effective Amendment
No. 70 to the Registrant's Registration Statement on Form N-1A on
December 23, 2005 and incorporated herein by reference.
(b) Restated Administrative Services Agreement between ING Equity Trust
and ING Fund Services, LLC, effective February 25, 2004 - Filed as
an Exhibit to Post-Effective Amendment No. 58 to the Registrant's
Registration Statement filed on Form N-1A on September 27, 2004 and
incorporated herein by reference.
(i) Amended and Restated Exhibit A, dated September 3, 2004, with
respect to the Restated Administrative Services Agreement between
ING Equity Trust and ING Fund Services, LLC - Filed as an Exhibit
to Post-Effective Amendment No. 58 to the Registrant's Registration
Statement filed on Form N-1A on September 27, 2004 and incorporated
herein by reference.
(c) Fund Accounting Agreement dated January 6, 2003 between ING Equity
Trust and The Bank of New York -- Filed as an Exhibit to
Post-Effective Amendment No. 46 to the Registrant's Registration
Statement on Form N-1A on January 9, 2004 and incorporated herein
by reference.
(i) Amended Exhibit A, dated July 29, 2005, with respect to the
Fund Accounting Agreement between ING Equity Trust and The Bank of
New York-- Filed as an Exhibit to Post-Effective Amendment No. 68
to the Registrant's Registration Statement on Form N-1A on
September 29, 2005 and incorporated herein by reference.
(ii) Form of Amended Exhibit A, dated December 28, 2005, with
respect to the Fund Accounting Agreement between ING Equity Trust
and the Bank of New York - Filed as an Exhibit to Post-Effective
Amendment No. 70 to the Registrant's Registration Statement on Form
N-1A on December 23, 2005 and incorporated herein by reference.
(d) Financial Guaranty Agreement dated July 3, 2001 between MBIA
Insurance Corporation, ING Pilgrim Investments, LLC, Aeltus
Investment Management, Inc. and Pilgrim Equity Trust -- Filed as an
Exhibit to Post Effective Amendment No. 46 to the Registrant's
Registration Statement on Form N-1A on January 9, 2004 and
incorporated herein by reference.
(i) First Amendment to the Financial Guaranty Agreement dated
January 14, 2002 between MBIA Insurance Corporation, ING Pilgrim
Investments, LLC, Aeltus Investment Management, Inc. and Pilgrim
Equity Trust -- Filed as an Exhibit to Post-
6
<Page>
Effective Amendment No. 46 to the Registrant's Registration
Statement on Form N-1A on January 9, 2004 and incorporated herein
by reference.
(ii) Second Amendment to the Financial Guaranty Agreement dated
March 28, 2002 between MBIA Insurance Corporation, ING Pilgrim
Investments, LLC, Aeltus Investment Management, Inc. and Pilgrim
Equity Trust -- Filed as an Exhibit to Post-Effective Amendment No.
46 to the Registrant's Registration Statement on Form N-1A on
January 9, 2004 and incorporated herein by reference.
(iii) Third Amendment to the Financial Guaranty Agreement dated
August 20, 2002 between MBIA Insurance Corporation, ING Pilgrim
Investments, LLC, Aeltus Investment Management, Inc. and Pilgrim
Equity Trust -- Filed as an Exhibit to Post-Effective Amendment No.
46 to the Registrant's Registration Statement on Form N-1A on
January 9, 2004 and incorporated herein by reference.
(iv) Fourth Amendment to the Financial Guaranty Agreement dated
October 30, 2002 between MBIA Insurance Corporation, ING Pilgrim
Investments, LLC, Aeltus Investment Management, Inc. and Pilgrim
Equity Trust -- Filed as an Exhibit to Post-Effective Amendment No.
46 to the Registrant's Registration Statement on Form N-1A on
January 9, 2004 and incorporated herein by reference.
(v) Fifth Amendment to the Financial Guaranty Agreement dated
November 12, 2002 between MBIA Insurance Corporation, ING Pilgrim
Investments, LLC, Aeltus Investment Management, Inc. and Pilgrim
Equity Trust -- Filed as an Exhibit to Post-Effective Amendment No.
46 to the Registrant's Registration Statement on Form N-1A on
January 9, 2004 and incorporated herein by reference.
(vi) Sixth Amendment to the Financial Guaranty Agreement dated
February 10, 2003 between MBIA Insurance Corporation, ING Pilgrim
Investments, LLC, Aeltus Investment Management, Inc. and ING Equity
Trust -- Filed as an Exhibit to Post-Effective Amendment No. 46 to
the Registrant's Registration Statement on Form N-1A on January 9,
2004 and incorporated herein by reference.
(vii) Seventh Amendment to the Financial Guaranty Agreement dated
March 24, 2003 between MBIA Insurance Corporation, ING Investments,
LLC, Aeltus Investment Management, Inc. and ING Equity Trust --
Filed as an Exhibit to Post-Effective Amendment No. 46 to the
Registrant's Registration Statement on Form N-1A on January 9, 2004
and incorporated herein by reference.
(viii) Eighth Amendment to the Financial Guaranty Agreement dated
September 26, 2003 between MBIA Insurance Corporation, ING
Investments, LLC, Aeltus Investment Management, Inc. and ING Equity
Trust -- Filed as an Exhibit to Post-Effective Amendment No. 46 to
the Registrant's Registration Statement on Form N-1A on January 9,
2004 and incorporated herein by reference.
(ix) Ninth Amendment to the Financial Guaranty Agreement dated
January 31, 2004 between MBIA Insurance Corporation, ING
Investments, LLC, Aeltus Investment Management, Inc. and ING Equity
Trust -- Filed as an Exhibit to Post-Effective Amendment No. 52 to
the Registrant's Registration Statement on Form N-1A on May 7, 2004
and incorporated herein by reference.
7
<Page>
(x) Tenth Amendment to the Financial Guaranty Agreement dated June
10, 2004 between MBIA Insurance Corporation, ING Investments, LLC,
Aeltus Investment Management, Inc. and ING Equity Trust -- Filed as
an Exhibit to Post-Effective Amendment No. 58 to the Registrant's
Registration Statement filed on Form N-1A on September 27, 2004 and
incorporated herein by reference.
(xii) Eleventh Amendment to the Financial Guaranty Agreement dated
January 31, 2005 between MBIA Insurance Corporation, ING
Investments, LLC, ING Equity Trust and ING Investment Management,
Co -- Filed as an Exhibit to Post-Effective Amendment No. 68 to the
Registrant's Registration Statement on Form N-1A on September 29,
2005 and incorporated herein by reference.
(e) Administration Agreement dated September 23, 2002 between ING
Equity Trust and ING Funds Services, LLC -- Filed as an Exhibit to
Post-Effective Amendment No. 46 to the Registrant's Registration
Statement on Form N-1A on January 9, 2004 and incorporated herein
by reference.
(i) Amended Schedule A to the Administration Agreement between ING
Equity Trust and ING Fund Services, LLC -- Filed as an Exhibit to
Post-Effective Amendment No. 70 to the Registrant's Registration
Statement on Form N-1A on December 23, 2005 and incorporated herein
by reference.
(f) Shareholder Service Agreement made on September 23, 2002 between
ING Equity Trust and ING Funds Services, LLC -- Filed as an Exhibit
to Post-Effective Amendment No. 46 to the Registrant's Registration
Statement on Form N-1A on January 9, 2004 and incorporated herein
by reference.
(i) Amended Fee Schedule with respect to the Shareholder Service
Agreement between ING Equity Trust and ING Funds Services, LLC --
Filed as an Exhibit to Post-Effective Amendment No. 58 to the
Registrant's Registration Statement filed on Form N-1A on September
27, 2004 and incorporated herein by reference.
(14) Consent of independent auditors - Filed as an Exhibit to the
Registrant's Registration Statement on Form N-14 on October 11, 2006
and incorporated herein by reference.
(15) Not applicable.
(16) Powers of attorney - filed herewith.
ITEM 17. UNDERTAKINGS
(1) The undersigned registrant agrees that prior to any public reoffering of
the securities registered through the use of a prospectus which is a part
of this registration statement by any person or party who is deemed to be
an underwriter within the meaning of Rule 145(c) under the Securities Act
(17 CFR 230.145(c)), the reoffering prospectus will contain the
information called for by the applicable registration form for
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.
(2) The undersigned registrant agrees that every prospectus that is filed
under paragraph (1) above will be filed as a part of an amendment to the
registration statement and will not be used until the amendment is
effective, and that, in determining any liability under the
8
<Page>
1933 Act, each post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and the
offering of the securities at that time shall be deemed to be the initial
bona fide offering of them.
(3) The undersigned registrant undertakes to file a post-effective amendment
to this registration statement upon the closing of the Reorganization
described in this Registration Statement that contains an opinion of
counsel supporting the tax matters discussed in this Registration
Statement.
9
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"1933 Act"), the Registrant has duly caused this Amendment to the
Registration Statement on Form N-14 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Scottsdale and the
State of Arizona on the 22nd day of November, 2006.
ING EQUITY TRUST
By: /s/ Huey P. Falgout, Jr.
------------------------------------
Huey P. Falgout, Jr.
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
- --------------------------- ------------------------------------- ----------------
President and Chief Executive Officer November 22, 2006
- ---------------------------
Shaun P. Mathews*
Senior Vice President and Chief/ November 22, 2006
- --------------------------- Principal Financial Officer
Todd Modic*
Trustee November 22, 2006
- ---------------------------
John G. Turner*
Trustee November 22, 2006
- ---------------------------
John V. Boyer*
Trustee November 22, 2006
- ---------------------------
J. Michael Earley*
Trustee November 22, 2006
- ---------------------------
R. Barbara Gitenstein*
Trustee November 22, 2006
- ---------------------------
Walter H. May, Jr.*
Trustee November 22, 2006
- ---------------------------
Jock Patton*
Trustee November 22, 2006
- ---------------------------
David W.C. Putnam*
Trustee November 22, 2006
- ---------------------------
Patrick W. Kenny*
</Table>
<Page>
<Table>
Trustee November 22, 2006
- ---------------------------
Roger B. Vincent*
Trustee November 22, 2006
- ---------------------------
Sheryl K. Pressler*
Trustee November 22, 2006
- ---------------------------
Patricia W. Chadwick*
</Table>
*By: /s/ Huey P. Falgout, Jr.
- --------------------------------
Huey P. Falgout, Jr.
Attorney-in-Fact**
** Executed pursuant to powers of attorney filed in this Registration Statement.
<Page>
EXHIBIT INDEX
(16) Powers of Attorney