<Page>
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www.dechert.com
CHRISTOPHER D. CHRISTIAN
christopher.christian@dechert.com
+1 202 261 3321 Direct
+1 202 261 3333 Fax
November 22, 2006
VIA E-MAIL
Mr. Brion Thompson
Division of Investment Management
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: ING Equity Trust - ING Fundamental Research Fund
(File No. 333-137955)
Dear Mr. Thompson:
This letter responds to comments that you provided to me via a telephone
conversation on October 31, 2006, in connection with your review of the
Registration Statement filed on Form N-14 on behalf of ING Fundamental Research
Fund (the "Acquiring Fund"), a series of ING Equity Trust (the "Registrant"), on
October 11, 2006. The comments, and the Registrant's responses, are as follows:
I. GENERAL PROXY STATEMENT/PROSPECTUS COMMENTS
1. COMMENT. Under the section "Introduction," please explain in further
detail, in the bullet points provided, how the investment objectives and
strategies of ING Disciplined LargeCap Fund (the "Acquired Fund") and the
Acquiring Fund are similar before the proposed reorganization
("Reorganization") as well as how they will be different from the combined
fund (the "Combined Fund") after the Reorganization.
RESPONSE. The disclosure in the Proxy/Statement Prospectus has been revised
in response to your comment. Marked pages reflecting the changes are
attached as Exhibits A and B.
2. COMMENT. Under the section "Introduction," please reorganize the structure
of the disclosure in the Proxy Statement/Prospectus pursuant to Item 3(b)
of Form N-14 by moving the discussions of "Tax Considerations" on page 17
and "Comparison of Fees and Expenses" on page 11 before "Comparison of
Portfolio Characteristics" on page 6. Please also explain why the
Registrant has given
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Page 2
greater prominence to the summary gross and net expense table, which does
not comply with Item 3(b) of Form N-14.
RESPONSE. Pursuant Item 3(a) of Form N-14, the Registrant has provided a
detailed discussion and comparison of the fees and expenses of the Funds
under the section "Comparison of Fees and Expenses", which complies with
Item 3(a) of Form N-14 as well as Item 3 of Form N-1A.
Item 3(b) of Form N-14 requires the Registrant at the beginning of the
Proxy Statement/Prospectus to provide a synopsis of the information
contained in the Proxy Statement/Prospectus. Form N-14 requires the
Registrant to provide in the synopsis a clear and concise discussion of the
KEY features of the transaction, of the registrant, and of the company
being acquired. This clear and concise discussion may include any
"significant consideration" a shareholder should consider in evaluating the
reorganization. See Item 3(b)(4).
In addition to comparing, among other things, the size, portfolio
management, performance, and the investment objectives and strategies of
the Funds as required by Item 3(b) of Form N-14, the Registrant also
provides a side-by-side comparison summary (in addition to the information
provided pursuant to Item 3(a) of Form N-14) of the gross and net expenses
for each Fund and the Combined Fund before and after the Reorganization. We
believe that a comparison of expenses before and after the Reorganization
should be included in any summary discussion of the key features of the
Reorganization, the Acquiring Fund and the Acquired Fund since a comparison
of expenses borne by shareholders before and after the Reorganization is a
significant consideration in assisting shareholders in making an informed
decision about the Reorganization.
We also note that the purpose of Form N-14 is to provide essential
information about the Registrant and the Reorganization in a clear, concise
and understandable manner to assist investors in making informed decisions
about whether to purchase the securities being offered. The organization of
this Proxy Statement/Prospectus is consistent with those that have been
filed by the Registrant as well as other ING registrants in the past and,
we believe, is consistent with the overall purpose of Form N-14.
In response to your comment, however, we have added disclosure regarding
the primary federal tax consequences of the proposed transaction to
security holders in the "Summary" section as required by Item 3(b). A
marked page reflecting the change is attached as Exhibit A.
3. COMMENT. Under the section "Comparison of Portfolio Characteristics," the
Staff notes that the Acquiring Fund is the smaller of the two funds
involved in the Reorganization. In light of the fact that the "minnow"
appears to be "swallowing the whale," please provide a written
justification for the choice of the Acquiring
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[Dechert LLP LOGO] November 22, 2006
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Fund as the "accounting survivor" in light of the factors set forth in the
NORTH AMERICAN SECURITY TRUST, SEC No-Action Letter (Aug. 5, 1994) ("NORTH
AMERICAN SECURITY TRUST"). Please disclose affirmatively whether the
Acquiring Fund is in fact the accounting survivor and why it is appropriate
for the Acquiring Fund to be the accounting survivor in the Reorganization.
RESPONSE. The Acquiring Fund is the accounting survivor in the proposed
Reorganization. We believe that the Acquiring Fund should be the accounting
survivor in the Reorganization since the Combined Fund will more closely
resemble the Acquiring Fund, compared to the Acquired Fund.
While the Acquiring Fund is the smaller fund in terms of asset size ($5
million versus $38 million, as of May 1, 2006), the Combined Fund will have
the same investment adviser (ING Investments, LLC ("ING Investments")), the
same sub-adviser (ING Investment Management Co.) and the same lead
portfolio manager, Christopher F. Corapi, as the Acquiring Fund. We note
that while the Acquired Fund has the same investment adviser and
sub-adviser as the Combined Fund, the Combined Fund will have a different
portfolio manager than the current portfolio management team of the
Acquired Fund (Omar Aguilar and Douglas Cote).
We also note that the Acquiring Fund's investment strategies and management
style are notably different from those of the Acquired Fund, and the
Acquiring Fund's investment strategies and style will survive in the
Combined Fund after the Reorganization. The Acquiring Fund seeks to
maximize total return, while the Acquired Fund seeks capital appreciation.
While both Funds invest in large-sized growth and value companies, the
Acquiring Fund employs A MANAGED, FUNDAMENTAL RESEARCH APPROACH TO
INVESTING, while the Acquired Fund employs a quantitative, index-based
approach by overweighting stocks in the S&P 500 Index (the "Index") that
the portfolio managers believe will outperform the Index. The
Reorganization entails a significant change in the investment style for
Acquired Fund's shareholders - instead of investing in a quantitative,
index-based fund, they will be investing in a more managed fund after the
Reorganization. As such, the Acquiring Fund should be the accounting
survivor because, even though it is a young fund, it best represents the
investment strategies and style of the Combined Fund and its financial
history is the most pertinent. In addition, as noted above, Christopher F.
Corapi, who currently manages the Acquiring Fund, will manage the Combined
Fund. As such, the Surviving Fund provides a better indication of the
portfolio management team's track record under the investment objective and
strategies of the Combined Fund.
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In comparing the expense ratios, the gross expense ratios for the Class A,
Class B and Class C shares of the Acquiring Fund are higher than those of
the Acquired Fund. The net expense ratio (after the fee waiver) for Class
A, Class B and Class C shares of the Acquiring Fund, however, is
significantly lower than the Acquired Fund pursuant to an expense
limitation agreement. ING Investments has entered into a written expense
limitation agreement with the Acquiring Fund, under which it will limit the
fund's expenses, excluding interest, taxes and brokerage and extraordinary
expenses, subject to possible recoupment by ING Investments within three
years. The expense limitations will continue through at least October 1,
2007. The net expense ratios of the Acquiring Fund (1.25%, 2.00% and 2.00%
for Class A, Class B and Class C shares, respectively) also more closely
resemble the net expense ratios of the Combined Fund (1.25%, 2.00% and
2.00% for Class A, Class B and Class C shares, respectively).
While the Acquiring Fund is the smaller fund in terms of asset size ($5
million versus $38 million, as of May 1, 2006), the minnow is not being
swallowed by a whale but rather, metaphorically, by a goldfish since both
Funds are relatively small funds in terms of asset size. While the
Acquiring Fund is the smaller fund, the Staff has noted that that the
accounting survivor should be the predecessor fund that most closely
resembles the Combined Fund. In addition, we believe that both the existing
and prospective shareholders would benefit from the proposed reorganization
through an increase in the asset size of the Acquired Fund and Acquiring
Fund resulting in more trading leverage for the investment adviser and
reduced expenses. We further note that each Fund may not be viable at
current asset levels.
The Acquiring Fund should also be the accounting survivor since the
Combined Fund's portfolio composition more closely resembles the Acquiring
Fund's portfolio composition.
For the reasons noted above, we believe that the Acquiring Fund should be
the accounting survivor in the Reorganization.
4. COMMENT. Please note that, pursuant to Item 2 of Form N-1A, a fund may only
show performance if the fund has annual returns for at least one calendar
year. Please delete the performance shown under the bar chart for the
Acquiring Fund under the section "Comparison of Fund Performance."
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RESPONSE. Pursuant to NICOLAS-APPLEGATE MUTUAL FUNDS, SEC No-Action Letter
(Aug. 6, 1996), a mutual fund may include non-required information in
addition to what Form N-1A requires, if "such information is not
incomplete, inaccurate, or misleading" and does not, "by virtue of its
nature, quantity, or manner of presentation, obscure or impede the
understanding of the information that is required to be included." Since
the Acquiring Fund is a relatively new fund, the Registrant also intends to
include in the Proxy Statement/Prospectus additional performance
information to demonstrate the historical performance of the current
portfolio management team with respect to the fundamental research
strategy, which management believes is a significant consideration in
assisting shareholders in making an informed decision about the
Reorganization. A marked page reflecting the changes is attached for your
review as Exhibit C.
5. COMMENT. The Proxy Statement/ Prospectus discloses, under the section
"General Information," that certain holdings of the Acquired Fund that are
transferred to the Acquiring Fund in connection with the Reorganization may
be sold following the Reorganization. Please explain why this is the case
and why such securities will not be sold prior to the Reorganization.
RESPONSE. Certain holdings of the Acquired Fund that are transferred to
the Acquiring Fund in connection with the Reorganization may be sold
prior to the Reorganization. The Registrant will denote on the "Schedule
of Investments," the securities that will be sold prior to or shortly
after the Reorganization. Marked pages reflecting the changes are
attached as Exhibit D.
6. COMMENT. Please clarify in the disclosure in the section "Board
Considerations," whether the Board of Directors/Trustees of the Acquired
Fund considered, in deciding whether to approve the Reorganization, that
the gross expenses of the Acquired Fund would go up for the Acquired Fund
shareholders who transition to the Acquiring Fund in the Reorganization.
RESPONSE. The disclosure in the Proxy/Statement Prospectus has been revised
in response to your comment. A marked page reflecting the changes is
attached as Exhibit E.
7. COMMENT. Under the section "Board Considerations," please explain the
statement that "the relative size of the Funds, including that Disciplined
LargeCap Fund is a very small fund, perhaps too small to be viable." Please
note that this statement appears to be misleading in light of the fact that
the Acquiring Fund is
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[Dechert LLP LOGO] November 22, 2006
Page 6
also very small, perhaps too small to be viable, with only $5 million in
net assets as of May 31, 2006.
RESPONSE. The disclosure in the Proxy/Statement Prospectus has been revised
in response to your comment. A marked page reflecting the changes is
attached as Exhibit E.
8. COMMENT. Please provide the Staff with a "Tandy Letter" with respect to the
Form N-14.
RESPONSE. The requested representation letter is attached as Exhibit F.
II. ACCOUNTING COMMENTS
9. COMMENT. Under the section "Introduction," please explain why the Acquiring
Fund is still paying organizational expenses.
RESPONSE. The offering and organizational expenses included in the gross
expense ratio of the Acquiring Fund are approximately 1.96%. Since this is
the initial year of operation of the Acquiring Fund, such expenses would
naturally be included in the gross expense ratios. As prescribed by
Generally Accepted Accounting Principles (GAAP), organizational expenses
are expensed as incurred while offering expenses are deferred and amortized
over a one-year period. The footnote discloses (i) that these expenses
(1.96% in total) are reflected in the gross expense ratios because those
ratios reflect the first year of operation; and (ii) that such amount will
not recur after December 31, 2006 (the end of the first year of operation).
10. COMMENT. Under the section "Introduction," please explain why the
organizational expenses are not included in the expense limitation
agreement since the Staff does not believe that these expenses are
extraordinary expenses.
RESPONSE. Both offering and organizational expenses are in fact subject to
the expense limitation agreement for the Acquiring Fund. The expense limits
for Class A, Class B and Class C of the Acquiring Fund are 1.25%, 2.00% and
2.00%, respectively. The table reflects that the net expenses of Class A,
Class B and Class C of the Acquiring Fund are 1.25%, 2.00% and 2.00%,
respectively, indicating all of the offering and organization expense
(I.E., 1.96%) was subject to the expense limits and was reimbursed by the
Investment Manager.
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11. COMMENT. Under the section "Tax Considerations," please disclose the
capital loss carry forwards and the implications for their future use.
RESPONSE. The disclosure in the Proxy/Statement Prospectus has been revised
in response to your comment. A marked page reflecting the changes is
attached as Exhibit G.
12. COMMENT. Please disclose in the Proxy Statement/Prospectus, the estimated
costs to be incurred in connection with the proposed Reorganization.
RESPONSE. Form N-14 does not require the disclosure of the estimated costs
in connection with the Reorganization. Item 7(a) of Form N-14 refers to
Item 4 of Schedule 14A, which requires the disclosure of the anticipated
cost of retaining a paid solicitor in connection with the proxy
solicitation. The Registrant will not retain a paid solicitor in connection
with the Reorganization, and therefore, no such disclosure was made in the
Proxy Statement/Prospectus. In light of your comment, we have, however,
amended the disclosure under the section "Capitalization." A marked page
reflecting the changes is attached as Exhibit H.
13. COMMENT. Please explain why the reorganization expenses are not reflected
in the capitalization of the Acquiring Fund under the section
"Capitalization."
RESPONSE. The disclosure in the Proxy/Statement Prospectus has been revised
in response to your comment. A marked page reflecting the changes is
attached as Exhibit H.
14. COMMENT. Under the "Schedule of Investments," please indicate which
securities are expected to sold to align the portfolio of the Acquired Fund
with the Acquiring Fund.
RESPONSE. Certain holdings of the Acquired Fund that are transferred to
the Acquiring Fund in connection with the Reorganization may be sold
prior to the Reorganization. The Registrant will denote on the "Schedule
of Investments," the securities that will be sold prior to or shortly
after the Reorganization. Marked pages reflecting the changes are
attached as Exhibit D.
15. COMMENT. Under the "Statement of Assets and Liabilities," please explain
why the reorganization costs are categorized as undistributed net
investment income.
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[Dechert LLP LOGO] November 22, 2006
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RESPONSE. Reorganization costs are reflected as an expense of the Acquired
Fund. As such, this expense would reduce the net investment income of the
Disappearing Fund in the PRO FORMA period and would result as a reduction
to undistributed net investment income on the PRO FORMA Statement of Assets
and Liabilities.
16. COMMENT. Please file on the EDGAR system, as correspondence, the
Registrant's responses to the Staff's comments as well as the Registrant's
written justification for the choice of the Acquiring Fund as the
"accounting survivor" in light of the factors set forth in NORTH AMERICAN
SECURITY TRUST.
RESPONSE. The Registrant shall file this response letter as correspondence
on the EDGAR system.
* * *
If you have any questions, please do not hesitate to contact Jeffrey S. Puretz
on 202-261-3358 or me on 202-261-3321.
Sincerely,
/s/ Christopher D. Christian
- ---------------------------------------
Christopher D. Christian
Attachments
cc: Huey Falgout
Paul Caldarelli
ING Investments, LLC
Jeffrey S. Puretz
Dechert LLP
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Exhibit A
<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.
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Exhibit B
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<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.
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Exhibit C
<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.
<Page>
Exhibit D
<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>
Exhibit E
<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;
<Page>
Exhibit F
<Page>
November 22, 2006
VIA FACSIMILE
Mr. Brion Thompson
Division of Investment Management
United States Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20002
RE: ING EQUITY TRUST ("REGISTRANT")
FILE NOS. 333-137955
Dear Mr. Thompson:
The Registrant is responsible for the adequacy and accuracy of the disclosure in
this filing. Further, the Registrant recognizes that the staff's comments, or
changes to disclosure in response to the staff's comments, does not foreclose
the Securities and Exchange Commission ("SEC") from taking any action with
respect to the filing. Lastly, if, to our knowledge, an inquiry or investigation
is currently pending or threatened by the SEC and if the SEC subsequently, in
order to protect its investigative position, so requests, the Registrant will
not assert staff comments with respect to the inquiry or investigation as a
defense in any proceeding initiated by the SEC or any person under the federal
securities laws of the United States. This representation should not be
construed as confirming that there is, or is not, in fact, any inquiry or
investigation currently pending or threatened.
Please direct any questions or additional comments you may have concerning this
letter to the undersigned at 480-477-2666. Thank you.
Regards,
/s/ Huey P. Falgout, Jr.
- ---------------------------
Huey P. Falgout, Jr.
Counsel
ING U.S. Legal Services
Attachments
cc: Jeffrey S. Puretz
Christopher D. Christian
Dechert LLP
<Page>
Exhibit G
<Page>
- 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.
<Page>
Exhibit H
<Page>
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
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