ING VARIABLE INSURANCE TRUST (Form: 485APOS, Received: 08/31/2004 15:52:57)

As filed with the Securities and Exchange Commission on August 31, 2004
Securities Act File No. 333-83071
Investment Company Act File No. 811-9477

U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM N-1A

          Registration Statement Under The Securities Act Of 1933         [X]

                        Pre-Effective Amendment No.                       [ ]

                      Post-Effective Amendment No. 14                     [X]

                                  and/or

      Registration Statement Under The Investment Company Act Of 1940     [X]

                             Amendment No. 15                             [X]
                     (Check appropriate box or boxes)

                       ING VARIABLE INSURANCE TRUST
              (Exact Name of Registrant Specified in Charter)
                       7337 E. Doubletree Ranch Road
                           Scottsdale, AZ 85258
                 (Address of Principal Executive Offices)
    Registrant's Telephone Number, Including Area Code: (800) 992-0180

          Theresa K. Kelety                         With copies to:
         ING Investments, LLC                    Margaret A. Bancroft
    7337 E. Doubletree Ranch Road                     Dechert LLP
         Scottsdale, AZ 85258                    30 Rockefeller Plaza
(Name and Address of Agent for Service)            New York, NY 10112

                       ---------------------------

It is proposed that this filing will become effective (check appropriate box):

[ ] Immediately upon filing pursuant [ ] on (date) pursuant to paragraph (b)

    to paragraph (b)

[ ] 60 days after filing pursuant     [ ] on (date) pursuant to paragraph (a)(1)
    to paragraph (a)(1)

[x] 75 days after filing pursuant     [ ] on (date) pursuant to
    to paragraph (a)(2)                   paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

[ ]   This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

ING VARIABLE INSURANCE TRUST

CONTENTS OF REGISTRATION STATEMENT

This Registration Statement consists of the following papers and documents:

* Cover Sheet

* Contents of Registration Statement

* Explanatory Note

* ING GET U.S. Core Portfolio, Series 7 Prospectus

* ING GET U.S. Core Portfolio, Series 8 Prospectus

* ING GET U.S. Core Portfolio, Series 7 Statement of Additional Information

* ING GET U.S. Core Portfolio Series 8 Statement of Additional Information

* Part C

* Signature Page

EXPLANATORY NOTE

This Post-Effective Amendment No. 14, filed in reliance on Rule 485(a)(2) under the Securities Act of 1933, as amended (the "1933 Act"), to the Registration Statement on Form N-1A for ING Variable Insurance Trust (the "Registrant") is being filed for the purpose of registering two new series, the ING GET U.S. Core Portfolio, Series 7 and ING GET U.S. Core Portfolio, Series 8.

ING GET U.S. CORE PORTFOLIO

SERIES 7

PROSPECTUS

, 2004

ING Variable Insurance Trust ("Fund") is an open-end investment company authorized to issue multiple portfolios. This prospectus offers shares of ING GET U.S. Core Portfolio Series 7 ("Series"). Series 7 shares will be offered from December 10, 2004 through March 8, 2005. The Series is a funding option under certain variable annuity contracts.

This prospectus contains important information about investing in ING GET U.S. Core Portfolio Series 7. You should read it carefully before you invest, and keep it for future reference. Please note that your investment is not a bank deposit, is not guaranteed by the Federal Deposit Insurance Corporation ("FDIC"), the Federal Reserve Board or any other government agency and is affected by market fluctuations. There is no guarantee that the Series will achieve its investment objective. As with all mutual funds, the U.S. Securities and Exchange Commission ("SEC") has not approved or disapproved these securities nor has the SEC judged whether the information in this Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

PRO.GETUSCORE-7

TABLE OF CONTENTS

                                                              PAGE
                                                              ----
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
  RISKS.....................................................    1
WHAT YOU PAY TO INVEST......................................    6
OTHER CONSIDERATIONS........................................    7
MANAGEMENT OF THE SERIES....................................    7
INVESTMENTS IN, EXCHANGES AND REDEMPTIONS FROM THE SERIES...    9
TAX INFORMATION.............................................   11
ADDITIONAL INFORMATION......................................   11

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Shares of the Series are offered to insurance company separate accounts that fund variable annuity contracts. The Series has both an Offering Period and a Guarantee Period. The only time investors can invest in the Series is during the OFFERING PERIOD. The Offering Period will run from December 10, 2004 through March 8, 2005. During the Offering Period, all assets of the Series will be invested exclusively in short-term instruments.

Once the Offering Period terminates, the Guarantee Period begins. The GUARANTEE PERIOD will run from March 9, 2005 through [March 8, 2012] ("Maturity Date"). During the Guarantee Period all assets will be invested in accordance with the investment objective and strategies described below.

The insurance company offering a variable annuity contract with an option to allocate premiums to this Series guarantees Contract-holders and Participants that on the Maturity Date they will receive no less than the value of their separate account investment directed to the Series as of the last day of the Offering Period, adjusted for certain charges ("GUARANTEE"). For purposes of determining the Guarantee, all dividends and distributions made by the Series, throughout the Guarantee Period, must be reinvested to ensure that the value of the investment on the Maturity Date is the same as the value on the last day of the Offering Period. Amounts withdrawn prior to the Maturity Date are not subject to the Guarantee. Please refer to the contract prospectus, prospectus summary or disclosure statement for more information about the Guarantee.

SHARES OF THE SERIES WILL RISE AND FALL IN VALUE AND YOU COULD LOSE MONEY BY INVESTING IN THE SERIES IF YOU REDEEM SHARES PRIOR TO THE MATURITY DATE. THERE IS NO GUARANTEE THAT THE SERIES WILL ACHIEVE ITS INVESTMENT OBJECTIVE. AN INVESTMENT IN THE SERIES IS NOT A BANK DEPOSIT AND IS NOT INSURED OR GUARANTEED BY THE FDIC OR ANY OTHER GOVERNMENT AGENCY.

INVESTMENT OBJECTIVE. The Series seeks to achieve maximum total return and minimal exposure of the Series' assets to a market value loss by participating, to the extent possible, in favorable equity market performance during the Guarantee Period.

PRINCIPAL INVESTMENT STRATEGIES. The Series invests at least 80% of its assets in equities and fixed income securities issued by U.S. companies or the U.S. Government or its agencies. The Series will provide 60 days' prior written notice of any change in this investment strategy. The Series will not implement an "investment strategy" in any conventional sense. Rather, the Series' asset allocation strategy seeks to optimize the exposure of the Series to the Equity Component (defined below) while protecting Series assets. Assets allocated to the Equity Component may be reduced or eliminated in order to conserve assets at a level equal to or above the present value of the Guarantee. The Series allocates its assets among the following asset classes:

- During the Offering Period, the Series' assets will be invested in short-term instruments.

ING GET U.S. Core Portfolio 1

- During the Guarantee Period, the Series' assets will be allocated between the:

- EQUITY COMPONENT, consisting of common stocks included in the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"), futures contracts on the S&P 500 Index, and when the Equity Component's market value is $5 million or less, investments in exchange traded funds ("ETFs") that can reasonably be expected to have at least a 95% correlation ratio with the S&P 500 Index, in S&P 500 Index futures, or in a combination of S&P 500 Index futures and ETFs, subject to any limitation on the Series' investments in such securities ("Equity Component"); and the

- FIXED COMPONENT, consisting primarily of short- to intermediate-duration U.S. Government securities ("Fixed Component").

The Series' asset allocation strategy is implemented by allocating assets appropriately to the Equity Component and to the Fixed Component to optimize exposure to the Equity Component while attempting to control the risk that an insurance company will be required to make payment under the Guarantee. Consequently, there can be no assurance as to the percentage of assets, if any, allocated to the Equity Component, even when the equity market is doing well, or as to any investment returns generated by the Series.

ASSET ALLOCATION ING Investment Management Co. ("ING IM" or "Sub-Adviser"), the Sub-Adviser to the Series, uses a proprietary computer model to determine on a daily basis the percentage of assets allocated to the Equity Component and to the Fixed Component. The model evaluates a number of factors, including the then current market value of the Series, the then prevailing level of interest rates, equity market volatility, the Series' total annual expenses, insurance company separate account expenses, and the Maturity Date. The model determines the initial allocation between the Equity Component and the Fixed Component on the first day of the Guarantee Period. After the first day, the model provides direction for any reallocations on a daily basis so that the allocation to the Equity Component or the Fixed Component may increase or decrease from the initial proportions. Generally, as the value of the Equity Component rises, more assets are allocated to the Equity Component; as the value of the Equity Component declines, more assets are allocated to the Fixed Component. The amount directed to the Equity Component is always restricted so that if it were to experience a "material decline" in value on a given day and before being redirected to the Fixed Component, the remaining assets would still be sufficient to meet the Guarantee. At the commencement of the Guarantee Period, the Series will define a "material decline" in value as a decline in the value of the Equity Component of at least 20% but no more than 30%. In the event the Series defines the "material decline" at 20%, more assets will likely be allocated to the Equity Component than if the "material decline" is defined at 30%. In addition, if a material decline is defined at 20%, rather than 30%, it is more likely that reallocations to the Fixed Component would occur when the value of the Equity Component declines. The allocation to the Equity Component or the Fixed Component may be zero under certain circumstances.

EQUITY COMPONENT The Equity Component will be managed by the Sub-Adviser to the Series, subject to oversight by ING Investments, LLC ("ING Investments" or "Adviser"). In ordinary circumstances, the Sub-Adviser invests at least 80% of the Equity Component's net assets in stocks included in the S&P 500 Index, although the

2 ING GET U.S. Core Portfolio

weightings of the stocks will vary somewhat from their respective weightings in the S&P 500 Index, as described below. The S&P 500 Index is a stock market index comprised of common stocks of 500 of the largest publicly traded companies in the U.S. selected by Standard and Poor's Corporation ("S&P").

The Sub-Adviser manages the Equity Component by overweighting those stocks that it believes will outperform the S&P 500 Index and underweighting (or avoiding altogether) those stocks that it believes will underperform the S&P 500 Index ("enhanced index strategy"). Stocks that the Sub-Adviser believes are likely to match the performance of the S&P 500 Index are generally invested in proportion to their representation in the index. To determine which stocks to weight more or less heavily, the Sub-Adviser uses internally developed quantitative computer models to evaluate various criteria, such as the financial strength of each company and its potential for strong, sustained earnings growth. It is expected that at any one time the Equity Component will hold 400 stocks and generally will hold between 400 and 450 stocks included in the S&P 500 Index. Although the Equity Component will not hold all of the stocks in the S&P 500 Index, the Sub-Adviser expects that there will be a close correlation between the performance of the Equity Component and that of the S&P 500 Index in both rising and falling markets.

Under normal market conditions, up to 20% of the Equity Component's net assets may be invested in futures contracts for hedging purposes or to maintain liquidity to meet shareholder redemptions and minimize trading costs. Futures contracts provide for the future sale by one party and purchase by another party of a specified amount of a financial instrument or a specific stock market index for a specified price on a designated date. During the Guarantee Period, the Series may only invest in futures contracts on the S&P 500 Index and futures contracts on U.S. Treasury securities.

In the event that the Equity Component's market value is $5 Million or less, in order to replicate investment in stocks listed on the S&P 500 Index, the Sub-Adviser may invest the entire amount of the Equity Component's assets in S&P 500 Index futures, in ETFs, or in a combination of S&P 500 Index futures and ETFs, subject to any limitation on the Series' investments in such securities. ETFs are passively managed investment companies traded on a securities exchange whose goal is to track or replicate a desired index. In this event, the Sub-Adviser will not employ an enhanced index strategy.

FIXED COMPONENT The Sub-Adviser seeks to select investments for the Fixed Component with financial characteristics that will, at any point in time, closely resemble those of a portfolio of zero coupon bonds which mature within three months of the Maturity Date. Generally, at least 55% of the Fixed Component will consist of securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, including Separate Trading of Registered Interest and Principal of Securities ("STRIPS"). STRIPS are created by the Federal Reserve Bank by separating the interest and principal components of an outstanding U.S. Treasury or agency bond and selling them as individual securities. The Fixed Component may also consist of mortgage backed securities (including commercial mortgage backed securities) which are rated AAA or Aaa at the time of purchase by Moody's Investors Service, Inc. ("Moody's") or S&P, respectively, and corporate obligations which are rated at the time of purchase A- or higher by S&P and/or Aa3 or higher by Moody's. The Fixed Component may also include U.S. Treasury futures and money market instruments.

ING GET U.S. Core Portfolio 3

Principal Risks. The principal risks of investing in the Series include all of the following:

ALLOCATION RISK: If at the inception of, or any time during, the Guarantee Period interest rates are low, the Series' assets may be largely invested in the Fixed Component in order to reduce the risk of market loss, which will decrease the likelihood that an insurance company would be required to make any payment under the Guarantee. The effect of low interest rates on the Series would likely be more pronounced at the inception of the Guarantee Period, as the initial allocation of assets would include more fixed income securities. In addition, if during the Guarantee Period the equity markets experienced a major decline, the Series' assets may become largely invested in the Fixed Component. In fact, if the value of the Equity Component were to decline by a significant amount, a complete reallocation to the Fixed Component would likely occur. In the event of a reallocation of 100% of the assets to the Fixed Component, the Series would not subsequently reallocate any assets into the Equity Component prior to the Maturity Date. USE OF THE FIXED COMPONENT REDUCES THE SERIES' ABILITY TO PARTICIPATE AS FULLY IN UPWARD EQUITY MARKET MOVEMENTS, COMPARED TO A PORTFOLIO THAT IS FULLY INVESTED IN EQUITIES AND THEREFORE REPRESENTS SOME LOSS OF OPPORTUNITY, OR OPPORTUNITY COST, COMPARED TO A PORTFOLIO THAT IS FULLY INVESTED IN EQUITIES.

ACTIVE ASSET ALLOCATION MAY UNDERPERFORM STATIC STRATEGIES. An active asset allocation strategy such as that followed by the Series may underperform a more static strategy due to the impact of transaction costs. The asset allocation process results in transaction costs from the purchase and sale of securities. Volatile periods in the market may increase these costs. High transaction costs may have an adverse effect on the performance of the Series.

OPPORTUNITY COSTS. There are significant opportunity costs associated with an investment in the Series. The Series may allocate a substantial portion, and under certain circumstances all, of the Series' assets to the Fixed Component in order to reduce the risk of market loss, which will conserve Series assets to a level equal to or above the present value of the Guarantee.

Initially, if interest rates are low, the allocation to the Fixed Component may be over 70% of the Series assets. If the market value of the Equity Component rises, the percentage of the Series' assets allocated to the Equity Component generally will also rise. However, the relative volatility of these two Components, as well as the past performance of the Series will affect these allocations. For example, if the Series incurs early losses, the Series, may allocate 100% of the Series' assets to the Fixed Component for the entire Guarantee Period, irrespective of the subsequent upward movements in the equity markets and/or the Equity Component.

The extent to which the Series participates in upward movements in the Equity Component during the Guarantee Period will depend on the performance of the Series, the performance and volatility of the Fixed and Equity Components, interest rates, expenses of the Series and the separate account under the variable annuity contract, and other factors. The Series might capture a material portion, very little or none of any Equity Component increase.

It is possible that on the Maturity Date, a Contract-holder or Participant could receive only the guaranteed amount even though the equity markets, as well as the Equity Component, have had significant positive performance during the Guarantee Period.

4 ING GET U.S. Core Portfolio

WORSE CASE SCENARIOS FOR THE SERIES' EQUITY PARTICIPATION. The opportunity cost of not allocating assets to the Equity Component will be particularly high if early in the Guarantee Period: (a) the Series' net asset value decreases; or (b) the value of the Equity Component declines. In either case, all or substantially all of the Series' assets could be allocated to the Fixed Component for the remainder of the Guarantee Period.

IMPACT OF ANNUITY CHARGES AND OTHER EXPENSES. Contract-holders and Participants with interests in the Series through separate accounts are not subject to identical separate account charges. In its proprietary computer model, the Sub-Adviser uses an expense factor designed to have the Series produce a return which may cover some portion of these charges. The expense factor will be determined at the inception of the Guarantee Period. If the expense factor is set to cover the higher charges, the initial asset allocation to the Equity Component will be lower. Accordingly, the level of the expense factor chosen by the Series may represent a greater opportunity cost to Contract-holders and Participants with lower separate account charges. Regardless of where the expense factor is set, it will not affect the Guarantee payable by the insurance company.

STOCK AND BOND INVESTMENTS. The risks associated with investing in stocks include sudden and unpredictable drops in the value of the market as a whole and periods of lackluster or negative performance. The performance of the Equity Component also depends significantly on the managers' skill in determining which securities to overweight, underweight or avoid altogether.

The principal risk associated with investing in bonds is that interest rates may rise, which generally causes bond prices to fall. The market prices of STRIPS generally are more volatile than the market prices of other fixed income securities with similar maturities that pay interest periodically. With corporate bonds, there is a risk that the issuer will default on the payment of principal and/or interest. With mortgage backed securities, there is a risk of prepayment of the underlying mortgage. Because prepayments of principal generally occur when interest rates are declining, it is likely that the Series may have to reinvest the proceeds of prepayments at lower yields. In addition, with credit risk, the Series could lose money if the issuer of a debt security is unable to meet its financial obligations or goes bankrupt. The Fixed Component of this Series is subject to less credit risk than other funds because it principally invests in debt securities issued or guaranteed by the U.S. Government or its agencies.

DECLINING INTEREST RATES. A decline in prevailing U.S. interest rates could materially increase the opportunity costs. Any such decline would increase the present value of the Guarantee, potentially causing the Series to allocate all or substantially all of the Series' assets to the Fixed Component in order to assure that such assets do not fall below the present value of the Guarantee.

FUTURES CONTRACTS. The Series may invest in futures contracts, which provide for the future sale by one party and purchase by another party of a specified amount of a financial instrument or a specific stock market index for a specified price on a designated date. The Series uses futures for hedging purposes or to temporarily increase or limit exposure to a particular asset class.

The main risk with futures contracts is that they can amplify a gain or loss, potentially earning or losing substantially more money than the actual investment made in the futures contract.

ING GET U.S. Core Portfolio 5

RISKS OF USING DERIVATIVES. Certain securities in which the Series may invest, including futures contracts, are derivative instruments. In general terms, a derivative instrument is a financial contract whose value is derived, at least in part, from the performance of an underlying asset, interest rate, or index. If the issuer of a derivative does not pay the amount owed on the contract when due, the Series can lose money on the investment. The underlying investment on which the derivative is based, and the derivative itself, might not perform in the manner the Sub-Adviser expected, which could cause the Series' share price to decline. Markets for underlying securities may move in a direction not anticipated by the Sub-Adviser, which may result in the Series' realizing a lower return than expected on an investment.

HOW THE SERIES HAS PERFORMED

Because the Series is new, it does not have return information an investor might find useful in evaluating the risks of investing in the Series.

WHAT YOU PAY TO INVEST

The table that follows shows operating expenses paid each year by the Series. The table does not reflect expenses or charges which are, or may be, imposed under your variable annuity contract. You will find details about these expenses and charges in the accompanying prospectus or other contract disclosure document.

ANNUAL SERIES OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE SERIES
ASSETS)(1)

                                                                              FEES
                                                                             WAIVED/
                                                               SERIES      REIMBURSED
                       MANAGEMENT   DISTRIBUTION    OTHER     OPERATING   BY INVESTMENT
                          FEES        FEES(2)      EXPENSES   EXPENSES     MANAGER(3)     NET EXPENSES
                       ----------   ------------   --------   ---------   -------------   ------------
ING GET U.S. Core
  Portfolio --
  Offering Period         0.25%         0.25%        0.15%      0.65%           --            0.65%
  Guarantee Period        0.60%         0.25%        0.15%      1.00%           --            1.00%

(1) This table shows the estimated operating expenses for the Series as a ratio of expenses to average daily net assets.

(2) Pursuant to a Distribution Plan adopted by the Series under Rule 12b-1 under the 1940 Act, the Series pays ING Funds Distributor, LLC (the "Distributor") an annual fee of up to 0.25% of average daily net assets attributable to the Series' shares. The distribution fee may be used by the Distributor for the purpose of promoting the sale of the Series' shares and providing certain related services. For additional information, please see the Statement of Additional Information.

(3) ING Investments has entered into an expense limitation contract with the Series, under which it will limit expenses of the Series, excluding expenses such as interest, taxes, brokerage and extraordinary expenses, through December 31, 2006. The expense limit for the Portfolio is shown as "Net Expenses". Fee waiver and/or reimbursements by ING Investments may vary in order to achieve such contractually obligated "Net Expenses". The expense limitation agreements are contractual and shall renew automatically for one-year terms unless ING Invest-

6 ING GET U.S. Core Portfolio

ments provides written notice of the termination of the investment management agreement.

EXAMPLE

This example is intended to help you compare the cost of investing in the Series with the cost of investing in other variable product funds. THE EXAMPLE DOES NOT REFLECT EXPENSES AND CHARGES WHICH ARE, OR MAY BE, IMPOSED UNDER YOUR VARIABLE ANNUITY CONTRACT. The example assumes that you invested $10,000, reinvested all your dividends, the Series earned an average annual return of 5%, and annual operating expenses remained at the current level. Keep in mind that this is only an estimate -- actual expenses and performance may vary.

                                                         1 YEAR*   3 YEARS*   5 YEARS*
                                                         -------   --------   --------
ING GET U.S. Core Portfolio                               $102       $318       $552

* ING Investments, is contractually obligated to waive fees and/or reimburse expenses through December 31, 2006. Therefore, all figures reflect this waiver/reimbursement for the first year only. The expense limitation agreements are contractual and shall renew automatically for one-year terms unless ING Investments provides written notice of the termination of the investment management agreement.

OTHER CONSIDERATIONS

In addition to the principal investments, strategies and risks described above, the Series may also invest in other securities, engage in other practices, and be subject to additional risks, as discussed below and in the Statement of Additional Information ("SAI").

Closing the Series. If the Series assets do not reach $100 million by the end of the Offering Period, or in the event of severe market volatility or adverse market conditions during the Offering Period, the Board of Trustees ("Board") reserves the right not to operate the Series in accordance with its investment objective. In that event, ING IM will continue to invest the Series assets in short-term instruments and the insurance company will notify investors that the Series is being discontinued. Investors will have 45 days following the receipt of notice to transfer their money from the Series. If, at the end of the 45-day period, an investor does not make an election, his or her investment in the Series will be transferred to the series or funds designated by the insurance company.

MANAGEMENT OF THE SERIES

ING Investments, an Arizona limited liability company, serves as the investment adviser to the Series. ING Investments has overall responsibility for the management of the Series. ING Investments provides or oversees all investment advisory and portfolio management services for the Series, and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the Series, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services.

Organized in December 1994, ING Investments is registered with the SEC as an investment adviser. ING Investments is an indirect wholly-owned subsidiary of ING Groep N.V. (NYSE: ING). ING Groep N.V. is a global financial institution active in the fields of insurance, banking, and asset management in more than 65 countries, with more than 100,000 employees.

As of [ ], 2004 ING Investments managed over $ billion in assets.

ING GET U.S. Core Portfolio 7

The principal address of ING Investments is 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258.

For its services, ING Investments is entitled to receive an advisory fee as set forth below. The advisory fee is expressed as an annual rate based on average daily net assets of the Series.

U.S. Core Portfolio              Offering Period     0.25%
Series 7                         Guarantee Period    0.60%

Sub-Adviser

ING Investments has engaged ING IM, a Connecticut corporation, formerly known as Aeltus Investment Management, Inc., to serve as the Sub-Adviser to the Series. ING IM is responsible for managing the assets of the Series in accordance with its investment objective and policies, subject to oversight by ING Investments.

Founded in 1972, ING IM is registered with the SEC as an investment adviser. ING IM is an indirect wholly-owned subsidiary of ING Groep N.V., and is an affiliate of ING Investments. ING IM has acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972.

As of [ ], 2004 ING IM managed over $ billion in assets. The principal address of ING IM is 10 State House Square, Hartford, Connecticut 06103-3602.

Portfolio Management

Asset Allocation. Mary Ann Fernandez, Senior Vice President, ING IM, is responsible for overseeing the overall strategy of the Series and the allocation of the Series' assets between the Equity and Fixed Components. Ms. Fernandez joined ING IM in 1996 as Vice President of product development and is currently serving as a Portfolio Specialist, assisting in the management and marketing of certain equity strategies managed by ING IM.

The following people are primarily responsible for the day-to-day management of the Series:

Equity Component. The Equity Component is managed by Hugh T.M. Whelan and Douglas Cote.

Mr. Whelan, Portfolio Manager, ING IM, has been serving as a quantitative equity analyst since 1999. Previously, Mr. Whelan was a quantitative portfolio manager in ING IM's fixed income group, specializing in corporate securities.

Mr. Cote, Portfolio Manager, ING IM, has been serving as a quantitative equity analyst since 1996. Previously, Mr. Cote was responsible for developing applications for ING IM's equity department.

Fixed Component. The Fixed Component is managed by a team of fixed-income specialists led by James B. Kauffmann. Mr. Kauffmann joined ING IM in 1996 and has over 18 years of investment experience. Prior to joining ING IM he was a senior fixed income portfolio manager with Alfa Investments Inc., worked in the capital markets group of a major Wall Street dealer and served as an analyst with a venture capital fund.

8 ING GET U.S. Core Portfolio

INVESTMENTS IN, AND EXCHANGES AND REDEMPTIONS FROM, THE SERIES

Frequent Trading -- Market Timing. The Fund and the Series are intended for long-term investment and not as short-term trading vehicles. Accordingly, organizations or individuals that use market timing investment strategies and make frequent transfers should not purchase shares of the Series. Shares of the Series are primarily sold through omnibus account arrangements with financial intermediaries, such as insurance companies, retirement plans, record-keepers, and trusts. The 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 orders that have been accepted by a financial intermediary, that the Fund determines not to be in the best interest of the Fund.

Omnibus accounts generally do not identify customers' trading activity to the Fund on an individual basis. The ability of the Fund to monitor exchanges made by the underlying shareholders in omnibus accounts maintained by financial intermediaries, therefore, is severely limited. Consequently, the Fund must rely on the financial intermediary to monitor frequent, short-term trading within a Fund by the financial intermediary's customers. You should review the materials provided to you by your financial intermediary for their policies regarding frequent, short-term trading. The Fund seeks 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 Fund will be able to identify individual shareholders who may be making frequent, short-term trades or curtail their trading activity.

The Fund has a policy of discouraging market timing or frequent, short-term trading in any account, including a variable insurance or retirement plan account. The Fund believes that such activity is not in the best interest of the Fund or the Series' shareholders. Due to the disruptive nature of this activity, it can adversely impact the ability of the Adviser or Sub-Adviser to invest assets in an orderly, long-term manner. Frequent trading can disrupt the management of the Fund and raise its expenses through: increased trading and transaction costs; forced and unplanned portfolio turnover; lost opportunity costs; and large asset swings that decrease the Fund's ability to provide maximum investment return to all shareholders. This in turn can have an adverse effect on Fund performance.

Although the policies described above that are followed by omnibus account arrangements and the Fund 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 the Fund will occur. Moreover, the Fund is often required to make decisions that are inherently subjective. The 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.

Please refer to the documents pertaining to the variable annuity contract for information on how to direct investments in or redemptions from (including making exchanges into or out of) the Series and any fees that may apply, and what your options are on the Maturity Date.

12b-1 Plan. Shares of the Series are subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the Distribution Plan, ING Funds Distributor, LLC, the Series' principal underwriter, is paid an annual distribution fee at the rate of 0.25% of the average daily net assets of the shares of the Series. The distribution fee may be

ING GET U.S. Core Portfolio 9

used to cover expenses incurred in promoting the sale of the Series' shares and providing certain related services. ING Funds Distributor, LLC may reallow all or a portion of these fees to broker-dealers entering into selling agreements with it, including its affiliates. Because these fees are paid out on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

Orders for the purchase or redemption of Series shares that are received before the close of regular trading on the New York Stock Exchange (normally 4:00 p.m. Eastern time) ("NYSE") are effected at the net asset value ("NAV") per share determined that day, as described below. The insurance company has been designated an agent of the Series for receipt of purchase and redemption orders. Therefore, receipt of an order by the insurance company constitutes receipt by the Series, provided that the Series receives notice of the orders by 9:30 a.m. Eastern time the next day on which the NYSE is open for trading.

Net Asset Value. The NAV per share for each Series of the Fund is determined each business day as of the close of regular trading on the NYSE (normally 4:00
p.m. Eastern time). The 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 Series of the Fund is calculated by taking the value of the Fund's assets attributable to that Series, subtracting the Fund's liabilities attributable to that Series, and dividing by the number of shares of that Series 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 independent pricing services.

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.

When market quotations are not readily available or are deemed unreliable, the Adviser may determine a fair value for the security 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 an event occurs after the close of the foreign market on which such security principally trades, but before the close of the NYSE, that is likely to have changed the value of such security, 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;

10 ING GET U.S. Core Portfolio

- 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.

The Fund or Adviser may rely on the recommendations of a fair value pricing service approved by the 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 the Fund could obtain the 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.

Maturity Date. Before the Maturity Date, the insurance company will send a notice to Contract-holders or Participants who have amounts in the Series to remind them that the Maturity Date is approaching and to choose other investment options into which Series amounts will be transferred to at the close of business on the Maturity Date. If investors do not make a choice, at the close of business on the Maturity Date the insurance company will transfer Series amounts to funds designated by the insurance company.

TAX INFORMATION

The Series intends to qualify as a regulated investment company by satisfying the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended ("Code"), including requirements with respect to diversification of assets, distribution of income and sources of income. As a regulated investment company, the Series generally will not be subject to tax on its ordinary income and net realized capital gains.

The Series also intends to comply with the diversification requirements of
Section 817(h) of the Code for those investors who acquire shares through variable annuity contracts so that those contract owners should not be subject to federal tax on distributions from the Series to the separate accounts. Contract owners should review their contract prospectus, prospectus summary or disclosure statement for information regarding the personal tax consequences of purchasing a contract.

Dividends and Distributions. Dividends and capital gains distributions, if any, are paid on an annual basis around the end of the calendar year. To comply with federal tax regulations, the Series may also pay an additional capital gains distribution, usually in June. Dividends and distributions are automatically reinvested at NAV in shares of the Series.

ADDITIONAL INFORMATION

The SAI, which is incorporated by reference into this Prospectus, contains additional information about the Series and the Fund generally. A description of the Fund's policies and procedures regarding the disclosure of the Fund's portfolio securities is available in the SAI. Additional information about the Series also will be available in the Series' annual and semi-annual reports to shareholders. In the annual report, you will find a discussion of the market conditions and investment strategies that significantly affected the Series performance during its last fiscal year.

ING GET U.S. Core Portfolio 11

You may request free of charge the current SAI, annual and semi-annual reports or other information about the Series, by calling 1-800-531-4547 or writing to:

ING GET U.S. Core Portfolio P.O. Box 9271 Des Moines, IA 50306-9271

The SEC also makes available to the public reports and information about the Series. Certain reports and information, including the SAI, are available on the EDGAR database on the SEC's website (http://www.sec.gov) or at the SEC's public reference room in Washington, D.C. You may call 1-202-942-8090 to get information about the operations of the public reference room. You may obtain copies of reports and other information about the Series, after paying a duplicating fee, by sending an e-mail request to: publicinfo@sec.gov, or by writing to the SEC's Public Reference Section, Washington, D.C. 20549-0102.

Investment Company Act File No. 811-9477

PRO.GETUS Core-7

12 ING GET U.S. Core Portfolio

ING GET U.S. CORE PORTFOLIO

SERIES 8

PROSPECTUS

[ ], 2005

ING Variable Insurance Trust ("Fund") is an open-end investment company authorized to issue multiple portfolios. This prospectus offers shares of ING GET U.S. Core Portfolio Series 8 ("Series"). Series 8 shares will be offered from March 9, 2005 through June 7, 2005. The Series is a funding option under certain variable annuity contracts.

This prospectus contains important information about investing in ING GET U.S. Core Portfolio Series 8. You should read it carefully before you invest, and keep it for future reference. Please note that your investment is not a bank deposit, is not guaranteed by the Federal Deposit Insurance Corporation ("FDIC"), the Federal Reserve Board or any other government agency and is affected by market fluctuations. There is no guarantee that the Series will achieve its investment objective. As with all mutual funds, the U.S. Securities and Exchange Commission ("SEC") has not approved or disapproved these securities nor has the SEC judged whether the information in this Prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

PRO.GETUSCORE-8

TABLE OF CONTENTS

                                                              PAGE
                                                              ----
INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND
  RISKS.....................................................    1
WHAT YOU PAY TO INVEST......................................    6
OTHER CONSIDERATIONS........................................    7
MANAGEMENT OF THE SERIES....................................    7
INVESTMENTS IN, EXCHANGES AND REDEMPTIONS FROM THE SERIES...    9
TAX INFORMATION.............................................   11
ADDITIONAL INFORMATION......................................   11

INVESTMENT OBJECTIVE, PRINCIPAL INVESTMENT STRATEGIES AND RISKS

Shares of the Series are offered to insurance company separate accounts that fund variable annuity contracts. The Series has both an Offering Period and a Guarantee Period. The only time investors can invest in the Series is during the OFFERING PERIOD. The Offering Period will run from March 9, 2005 through June 7, 2005. During the Offering Period, all assets of the Series will be invested exclusively in short-term instruments.

Once the Offering Period terminates, the Guarantee Period begins. The GUARANTEE PERIOD will run from June 8, 2005 through [June 7, 2012] ("Maturity Date"). During the Guarantee Period all assets will be invested in accordance with the investment objective and strategies described below.

- During the Offering Period, the Series' assets will be invested in short-term instruments.

ING GET U.S. Core Portfolio 1

- During the Guarantee Period, the Series' assets will be allocated between the:

- EQUITY COMPONENT, consisting of common stocks included in the Standard & Poor's 500 Composite Stock Price Index ("S&P 500 Index"), futures contracts on the S&P 500 Index, and when the Equity Component's market value is $5 million or less, investments in exchange traded funds ("ETF"s) that can reasonably be expected to have at least a 95% correlation ratio with the S&P 500 Index, in S&P 500 Index futures, or in a combination of S&P 500 Index futures and ETFs, subject to any limitation on the Series' investments in such securities ("Equity Component"); and the

- FIXED COMPONENT, consisting primarily of short- to intermediate-duration U.S. Government securities ("Fixed Component").

2 ING GET U.S. Core Portfolio

In the event that the Equity Component's market value is $5 Million or less, in order to replicate investment in stocks listed on the S&P 500 Index , the Sub-Adviser may invest the entire amount of the Equity Component's assets in S&P 500 Index futures, in ETFs, or in a combination of S&P 500 Index futures and ETFs, subject to any limitation on the Series' investments in such securities. ETFs are passively managed investment companies traded on a securities exchange whose goal is to track or replicate a desired index. In this event, the Sub-Adviser will not employ an enhanced index strategy.

ING GET U.S. Core Portfolio 3

Principal Risks. The principal risks of investing in the Series include all of the following:

4 ING GET U.S. Core Portfolio

The main risk with futures contracts is that they can amplify a gain or loss, potentially earning or losing substantially more money than the actual investment made in the futures contract.

ING GET U.S. Core Portfolio 5

HOW THE SERIES HAS PERFORMED

Because the Series is new, it does not have return information an investor might find useful in evaluating the risks of investing in the Series.

WHAT YOU PAY TO INVEST

ANNUAL SERIES OPERATING EXPENSES (EXPENSES THAT ARE DEDUCTED FROM THE SERIES
ASSETS)(1)

                                                                              FEES
                                                                             WAIVED/
                                                               SERIES      REIMBURSED
                       MANAGEMENT   DISTRIBUTION    OTHER     OPERATING   BY INVESTMENT
                          FEES        FEES(2)      EXPENSES   EXPENSES     MANAGER(3)     NET EXPENSES
                       ----------   ------------   --------   ---------   -------------   ------------
ING GET U.S. Core
  Portfolio --
  Offering Period         0.25%         0.25%        0.15%      0.65%           --            0.65%
  Guarantee Period        0.60%         0.25%        0.15%      1.00%           --            1.00%

(1) This table shows the estimated operating expenses for the Series as a ratio of expenses to average daily net assets.

6 ING GET U.S. Core Portfolio

EXAMPLE

                                                         1 YEAR*   3 YEARS*   5 YEARS*
                                                         -------   --------   --------
ING GET U.S. Core Portfolio                               $102       $318       $552

OTHER CONSIDERATIONS

MANAGEMENT OF THE SERIES

As of [ ], 2005 ING Investments managed over $[ ] billion in assets.

ING GET U.S. Core Portfolio 7

The principal address of ING Investments is 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258.

For its services, ING Investments is entitled to receive an advisory fee as set forth below. The advisory fee is expressed as an annual rate based on average daily net assets of the Series.

U.S. Core Portfolio              Offering Period     0.25%
Series 8                         Guarantee Period    0.60%

Sub-Adviser

Founded in 1972, ING IM is registered with the SEC as an investment adviser. ING IM is an indirect wholly owned subsidiary of ING Groep N.V., and is an affiliate of ING Investments. ING IM has acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972.

As of [ ], 2005 ING IM managed over $[ ] billion in assets. The principal address of ING IM is 10 State House Square, Hartford, Connecticut 06103-3602.

Portfolio Management

The following people are primarily responsible for the day-to-day management of the Series:

Equity Component. The Equity Component is managed by Hugh T.M. Whelan and Douglas Cote.

Mr. Cote, Portfolio Manager, ING IM, has been serving as a quantitative equity analyst since 1996. Previously, Mr. Cote was responsible for developing applications for ING IM's equity department.

8 ING GET U.S. Core Portfolio

INVESTMENTS IN, AND EXCHANGES AND REDEMPTIONS FROM, THE SERIES

ING GET U.S. Core Portfolio 9

- Securities of an issuer that has entered into a restructuring;

- Securities whose trading has been halted or suspended;

10 ING GET U.S. Core Portfolio

- 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.

TAX INFORMATION

ADDITIONAL INFORMATION

ING GET U.S. Core Portfolio 11

You may request free of charge the current SAI, annual and semi-annual reports or other information about the Series, by calling 1-800-531-4547 or writing to:

ING GET U.S. Core Portfolio P.O. Box 9271 Des Moines, IA 50306-9271

Investment Company Act File No. 811-9477

PRO.GETUS Core-8

12 ING GET U.S. Core Portfolio

ING GET U.S. CORE PORTFOLIO

SERIES 7

STATEMENT OF ADDITIONAL INFORMATION DATED , 2004

This Statement of Additional Information ("SAI") is not a prospectus and should be read in conjunction with the current Prospectus for ING GET U.S. Core Portfolio ("Portfolio"), Series 7 ("Series"). Capitalized terms not defined herein are used as defined in the Prospectus. The Offering Period for Series 7 begins on December 10, 2004 and continues through March 8, 2005. ING Variable Insurance Trust ("Fund") is authorized to issue multiple series of shares, each representing a diversified portfolio of investments with different investment objectives, policies and restrictions. This SAI applies to the Series.

A free copy of the Series 7 Prospectus is available upon request by writing to the Portfolio at: P.O. Box 9271, Des Moines, IA 50306-9271, or by calling (800) 531-4547.

TABLE OF CONTENTS

GENERAL INFORMATION..........................................................      1
INVESTMENT OBJECTIVE AND RESTRICTIONS........................................      2
INVESTMENT TECHNIQUES AND RISK FACTORS.......................................      3
OTHER CONSIDERATIONS.........................................................      8
THE ASSET ALLOCATION PROCESS.................................................      8
MANAGEMENT OF THE PORTFOLIO..................................................      9
TRUSTEE OWNERSHIP OF SECURITIES..............................................     17
COMPENSATION OF TRUSTEES.....................................................     18
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS...................................     18
INVESTMENT MANAGEMENT AGREEMENT..............................................     18
THE SUBADVISORY AGREEMENT....................................................     19
ADMINISTRATIVE SERVICES AGREEMENT............................................     19
EXPENSE LIMITATION AGREEMENT.................................................     20
CUSTODIAN....................................................................     20
TRANSFER AGENT...............................................................     20
INDEPENDENT AUDITORS.........................................................     20
PRINCIPAL UNDERWRITER........................................................     20
DISTRIBUTION SERVICING ARRANGEMENTS..........................................     21
DISCLOSURE OF THE FUND'S PORTFOLIO SECURITIES................................     21
BROKERAGE ALLOCATION AND TRADING POLICIES....................................     21
PROXY VOTING PROCEDURES......................................................     22
PURCHASE AND REDEMPTION OF SHARES............................................     22
NET ASSET VALUE..............................................................     23
TAX STATUS...................................................................     23
PERFORMANCE INFORMATION......................................................     24

GENERAL INFORMATION

On April 5, 2002, the name of the Fund was changed from Pilgrim Variable Insurance Trust Fund to ING Variable Insurance Trust.

Organization. ING Variable Insurance Trust is an open-end management investment company organized as a Delaware statutory trust on the 15th day of July 1999. Although the Fund currently offers multiple portfolios, this SAI applies only to ING GET U.S. Core Portfolio, Series 7.

Voting Rights. Shareholders of the Series are entitled to one vote for each full share held (and fractional votes for fractional shares held) and will vote in the election of the Board of Trustees ("Board") (to the extent hereinafter provided) and on other matters submitted to the vote of shareholders. Investors who select the Series for investment through their variable annuity contract are not the shareholders of the Portfolio. The insurance companies that issue the separate accounts are the true shareholders, but generally pass through voting to investors as described in the prospectus for the applicable Contract.

INVESTMENT OBJECTIVE AND RESTRICTIONS

The investment objective for the Series is to achieve maximum total return and minimal exposure of the Series assets to a market value loss by participating, to the extent possible, in favorable equity market performance during the Guarantee Period. The Series will pursue its objective during a specified seven year period, the "Guarantee Period," from March 9, 2005 through [March 8, 2012] for Series 7 ("Maturity Date"). In seeking to achieve its investment objective, the Series has adopted the following restrictions which are matters of fundamental policy and cannot be changed without approval by the holders of the lesser of: (i) 67% of the shares of the Series present or represented at a shareholders' meeting at which the holders of more than 50% of such shares are present or represented; or (ii) more than 50% of the outstanding shares of the Series.

As a matter of fundamental policy, the Series will not:

(1) Borrow money, except that (a) the Series may enter into certain futures contracts and options related thereto; (b) the Series may enter into commitments to purchase securities in accordance with the Series' investment program, including delayed delivery and when-issued securities and reverse repurchase agreements; (c) the Series may borrow money for temporary or emergency purposes in amounts not exceeding 15% of the value of its total assets at the time when the loan is made; and (d) for purposes of leveraging, the Series may borrow money from banks (including its custodian bank) only if, immediately after such borrowing, the value of the Series' assets, including the amount borrowed, less its liabilities, is equal to at least 300% of the amount borrowed, plus all outstanding borrowings. If at any time the value of the Series' assets fails to meet the 300% coverage requirement relative only to leveraging, the Series shall, within three days (not including Sundays and holidays), reduce its borrowings to the extent necessary to meet the 300% test.

(2) Act as an underwriter of securities except to the extent that, in connection with the disposition of securities by the Series for its portfolio, the Series or the Fund may be deemed to be an underwriter under the provisions of the 1933 Act.

(3) Purchase real estate, interests in real estate or real estate limited partnership interests except that, to the extent appropriate under its investment program, the Series may invest in securities secured by real estate or interests therein or issued by companies, including real estate investment trusts, which deal in real estate or interests therein.

(4) Make loans, except that, to the extent appropriate under its investment program, the Series may purchase bonds, debentures or other debt securities, including short-term obligations and enter into repurchase transactions.

(5) Invest in commodity contracts, except that the Series may, to the extent appropriate under its investment program, purchase securities of companies engaged in such activities; may enter into futures contracts and related options, may engage in transactions on a when-issued or forward commitment basis.

(6) Alter, amend or modify either the Investment Objective or the Principal Investment Strategies of the Series, as described in the Prospectus.

(7) With respect to 75% of its total assets, invest more than 5% of its total assets in the securities of any one issuer excluding securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, or purchase more than 10% of the outstanding voting securities of any issuer.

(8) Concentrate its investments in any one industry except that the Series may invest up to 25% of its total assets in securities issued by companies principally engaged in any one industry. For purposes of this restriction, finance companies will be classified as separate industries according to the end users of their services, such as automobile finance, computer finance and consumer finance. This limitation will not apply to securities issued or guaranteed as to principal and/or interest by the U.S. Government, its agencies or instrumentalities.

Where the Series' investment objective or policy restricts it to holding or investing a specified percentage of its assets in any type of instrument, that percentage is measured at the time of purchase. There will be no violation of any investment policy or restriction if that restriction is complied with at the time the relevant action is taken, notwithstanding a later change in the market value of an investment, in net or total assets, in securities rating of the investment or any other change. With respect to fundamental policy number (8), industry classifications are determined in accordance with the classifications established by Standard & Poor's ("S&P"), a division of The McGraw-Hill Companies.

The Series also has adopted certain other investment policies and restrictions reflecting the current investment practices of the Series, which may be changed by the Board and without shareholder vote. Under such policies and restrictions, the Series will not:

(1) Mortgage, pledge or hypothecate its assets except in connection with loans of securities as described in (4) above, borrowings as described in
(1) above, and permitted transactions involving options, futures contracts and options on such contracts.

(2) Invest in companies for the purpose of exercising control or management.

(3) Make short sales of securities, other than short sales "against the box," or purchase securities on margin except for short-term credits necessary for clearance of portfolio transactions, provided that this restriction will not be applied to limit the use of options, futures contracts and related options in the manner otherwise permitted by the investment restrictions, policies and investment programs of the Series.

INVESTMENT TECHNIQUES AND RISK FACTORS

Futures Contracts

The Series will be managed by ING Investment Management Co. ("ING IM" or "Sub-Adviser") subject to the oversight by ING Investments, LLC ("Investment Adviser" or "Adviser") as described more fully in the Investment Management Agreement section below.

The Series may enter into future contracts, described below and in the Prospectus, as a means of achieving its investment objective. The Series may invest up to 30% of its assets in derivatives to gain additional exposure to certain markets for investment purposes while maintaining liquidity to meet shareholder redemptions and minimizing trading costs.

The Series may enter into futures contracts subject to the restrictions described below under "Additional Restrictions on the Use of Futures Contracts." THE SERIES WILL ONLY ENTER INTO FUTURES CONTRACTS ON THE STANDARD & POOR'S 500 COMPOSITE STOCK PRICE INDEX ("S&P 500 Index") AND U.S. TREASURY SECURITIES. S&P 500 Index futures may not exceed 20% of the market value of the Equity Component. The notional value of U.S. Treasury futures may not exceed 50% of the market value of the Fixed Component. Futures contracts may not be used for speculative purposes. The futures exchanges and trading in the U.S. are regulated under the Commodity Exchange Act by the Commodity Futures Trading Commission ("CFTC").

A futures contract provides for the future sale by one party and purchase by another party of a specified amount of a financial instrument or a specific stock market index for a specified price on a designated date. Brokerage fees are incurred when a futures contract is bought or sold and at expiration, and margin deposits must be maintained.

Although interest rate futures contracts typically require actual future delivery of and payment for the underlying instruments, those contracts are usually closed out before the delivery date. Stock index futures contracts do not contemplate actual future delivery and will be settled in cash at expiration or closed out prior to expiration. Closing out an open futures contract sale or purchase is effected by entering into an offsetting futures contract purchase or sale, respectively, for the same aggregate amount of the identical type of underlying instrument and the same delivery date.

There can be no assurance, however, that the Series will be able to enter into an offsetting transaction with respect to a particular contract at a particular time. If the Series is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the contract.

The prices of futures contracts are volatile and are influenced by, among other things, actual and anticipated changes in interest rates and equity prices, which in turn are affected by fiscal and monetary policies and national and international political and economic events. Small price movements in futures contracts may result in immediate and potentially unlimited loss or gain to the Series relative to the size of the margin commitment. A purchase or sale of a futures contract may result in losses in excess of the amount initially invested in the futures contract.

When using futures contracts as a hedging technique, at best, the correlation between changes in prices of futures contracts and of the instruments or securities being hedged can be only approximate. The degree of imperfection of correlation depends upon circumstances such as: variations in speculative market demand for futures and for securities, including technical influences in futures trading, and differences between the financial instruments being hedged and the instruments underlying the standard futures contracts available for trading. Even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior or stock market or interest rate trends as well as the expenses associated with creating the hedge.

Most U.S. futures exchanges limit the amount of fluctuation permitted in interest rate futures contract prices during a single trading day, and temporary regulations limiting price fluctuations for stock index futures contracts are also in effect. The daily limit establishes the maximum amount that the price of a futures contract may vary either up or down from the previous day's settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some persons engaging in futures transactions to substantial losses.

"Margin" is the amount of funds that must be deposited by the Series with a commodities broker in a custodian account in order to initiate futures trading and to maintain open positions in the Series' futures contracts. A margin deposit is intended to assure the Series' performance of the futures contract. The margin required for a particular futures contract is set by the exchange on which the contract is traded and may be significantly modified from time to time by the exchange during the term of the contract.

If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy the margin requirement, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will promptly pay the excess to the Series. These daily payments to and from the Series are called variation margin. At times of extreme price volatility, intra-day variation margin payments may be required. In computing daily net asset values, the Series will mark-to-market the current value of its open futures contracts. The Series expects to earn interest income on its initial margin deposits.

When the Series buys or sells a futures contract, unless it already owns an offsetting position, it will designate cash and/or liquid securities having an aggregate value at least equal to the full "notional" value of the futures contract, thereby insuring that the leveraging effect of such futures contract is minimized, in accordance with regulatory requirements.

The Series may purchase and sell futures contracts under the following conditions: (a) the then-current aggregate futures market prices of financial instruments required to be delivered and purchased under open futures contracts shall not exceed 30% of the Series' total assets at market value at the time of entering into a contract and (b) no more than 5% of the assets, at market value at the time of entering into a contract, shall be committed to margin deposits in relation to futures contracts.

Additional Restrictions on the Use of Futures Contracts. CFTC regulations require that to prevent the Series from being a commodity

pool, the Series enter into all short futures for the purpose of hedging the value of securities held, and that all long futures positions either constitute bona fide hedging transactions, as defined in such regulations, or have a total value not in excess of an amount determined by reference to certain cash and securities positions maintained, and accrued profits on such positions. As evidence of its hedging intent, the Series expects that at least 75% of futures contract purchases will be "completed"; that is, upon the sale of these long contracts, equivalent amounts of related securities will have been or are then being purchased by it in the cash market.

Additional Risk Factors in Using Futures. In addition to any risk factors which may be described elsewhere in this section, or in the Prospectus, the following sets forth certain information regarding the potential risks associated with the Series' transactions in derivatives.

Risk of Imperfect Correlation. The Series' ability to hedge effectively all or a portion of its portfolio through transactions in futures on securities and indices depends on the degree to which movements in the value of the securities or index underlying such hedging instrument correlates with movements in the value of the assets being hedged. If the value of the assets being hedged do not move in the same amount or direction as the underlying security or index, the hedging strategy for the Series might not be successful and it could sustain losses on its hedging transactions which would not be offset by gains on its portfolio. It is also possible that there may be a negative correlation between the security or index underlying a futures contract and the portfolio securities being hedged, which could result in losses both on the hedging transaction and the portfolio securities. In such instances, the Series' overall return could be less than if the hedging transactions had not been undertaken.

Potential Lack of a Liquid Secondary Market. Prior to exercise or expiration, a futures position may be terminated only by entering into a closing sale transaction, which requires a secondary market on the exchange on which the position was originally established. While the Series will establish a futures position only if there appears to be a liquid secondary market therefor, there can be no assurance that such a market will exist for any particular futures contract at any specific time. In such event, it may not be possible to close out a position held by the Series which could require it to purchase or sell the instrument underlying the position, make or receive a cash settlement, or meet ongoing variation margin requirements. The inability to close out futures positions also could have an adverse impact on the Series' ability to effectively hedge its portfolio, or the relevant portion thereof.

The trading of futures contracts also is subject to the risk of trading halts, suspensions, exchange or clearing house equipment failures, government intervention, insolvency of the brokerage firm or clearing house or other disruptions of normal trading activity, which could at times make it difficult or impossible to liquidate existing positions or to recover excess variation margin payments.

Risk of Predicting Interest Rate Movements. Investments in futures contracts on U.S. Treasury securities involve the risk that if the Sub-Adviser's judgment concerning the general direction of interest rates is incorrect, the overall performance of the Series may be poorer than if it had not entered into any such contract. For example, if the Series has been hedged against the possibility of an increase in interest rates which would adversely affect the price of bonds held in the Fixed Component and interest rates decrease instead, the Series will lose part or all of the benefit of the increased value of its bonds which have been hedged because it will have offsetting losses in its futures positions. In addition, in such situations, if the Series has insufficient cash, it may have to sell bonds from the Fixed Component to meet daily variation margin requirements, possibly at a time when it may be disadvantageous to do so. Such sale of bonds may be, but will not necessarily be, at increased prices which reflect the rising market.

Counterparty Risk. With some derivatives there is also the risk that the counterparty may fail to honor its contract terms, causing a loss for the Series.

Foreign Securities

The Series may invest in depositary receipts of foreign companies included in the S&P 500 Index. Depositary receipts are typically dollar denominated, although their market price is subject to fluctuations of the foreign currency in which the underlying securities are denominated. Depositary receipts are typically American Depositary Receipts ("ADRs"), which are designed for U.S. investors and held either in physical form or in book entry form.

Real Estate Securities

The Series may invest in real estate securities through interests in real estate investment trusts ("REITs") included in the S&P 500 Index. REITs are trusts that sell securities to investors and use the proceeds to invest in real estate or interests in real estate. A REIT may focus on a particular project, such as apartment complexes, or geographic region, such as the Northeastern U.S., or both.

Investing in stocks of real estate-related companies presents certain risks that are more closely associated with investing in real estate directly than with investing in the stock market generally, including: periodic declines in the value of real estate, generally, or in the rents and other income generated by real estate; periodic over-building, which creates gluts in the market, as well as changes in laws (such as zoning laws) that impair the property rights of real estate owners; and adverse developments in the real estate industry.

Short-term Debt Instruments

The Series may invest in short-term debt obligations (including banker's acceptances, commercial paper, bank notes, time deposits and certificates of deposit). The Series generally will have a portion of its assets in cash or cash equivalents for a variety of reasons, including to satisfy redemption requests from shareholders, waiting for a suitable investment opportunity or taking a defensive position. To earn income on this portion of its assets, the Series may enter into repurchase agreements. Under a repurchase agreement, the Series agrees to buy securities guaranteed as to payment of principal and interest by the U.S. government or its agencies from a qualified bank or broker-dealer and then to sell the securities back to the bank or broker-dealer after a short period of time (generally, less than seven days) at a higher price. The bank or broker-dealer must transfer to the Series' custodian securities with an initial market value of at least 102% of the dollar amount invested by the Series in each repurchase agreement. The manager will monitor the value of such securities daily to determine that the value equals or exceeds the repurchase price.

Repurchase agreements may involve risks in the event of default or insolvency of the bank or broker-dealer, including possible delays or restrictions upon the Series' ability to sell the underlying securities. The Series will enter into repurchase agreements only with parties who meet certain creditworthiness standards, i.e., banks or broker-dealers that the manager has determined present no serious risk of becoming involved in bankruptcy proceedings within the time frame contemplated by the repurchase transaction.

Illiquid Securities

The Series may invest in illiquid securities. Illiquid securities are securities that are not readily marketable or cannot be disposed of promptly within seven days and in the usual course of business without taking a materially reduced price. Such securities include, but are not limited to, time deposits and repurchase agreements with maturities in excess of seven days. Securities that may be resold under Rule 144A under the Securities Act of 1933, as amended ("1933 Act") or securities offered pursuant to Section 4(2) of the 1933 Act shall not be deemed illiquid solely by reason of being unregistered. The Sub-Adviser shall determine whether a particular security is deemed to be illiquid based on the trading markets for the specific security and other factors. Illiquid securities will not exceed 15% of the net assets of the Series.

Mortgage-Related Debt Securities

The Series may invest in mortgage-related debt securities, collateralized mortgage obligations ("CMOs") and real estate mortgage investment conduits ("REMICs"). However, each such security must be rated AAA or higher by S&P or Aaa or higher by Moody's, provided that if both S&P and Moody's have issued a rating on the security, such rating shall not be less than AAA/Aaa.

Federal mortgage-related securities include obligations issued or guaranteed by the Government National Mortgage Association ("GNMA"), the Federal National Mortgage Association ("FNMA") and the Federal Home Loan Mortgage Corporation ("FHLMC"). GNMA is a wholly owned corporate instrumentality of the U.S., the securities and guarantees of which are backed by the full faith and credit of the U.S. FNMA, a federally chartered and privately owned corporation, and FHLMC, a federal corporation, are instrumentalities of the U.S. with Presidentially appointed board members. The obligations of FNMA and FHLMC are not explicitly guaranteed by the full faith and credit of the federal government.

Pass-through mortgage-related securities are characterized by monthly payments to the holder, reflecting the monthly payments made by the borrowers who received the underlying mortgage loans. The payments to the security holders, like the payments on the underlying loans, represent both principal and interest. Although the underlying mortgage loans are for specified periods of time, often twenty or thirty years, the borrowers can, and typically do, repay such loans sooner. Thus, the security holders frequently receive repayments of principal, in addition to the principal that is part of the regular monthly payment. A borrower is more likely to repay a mortgage bearing a relatively high rate of interest. This means that in times of declining interest rates, some higher yielding securities held by the Series might be converted to cash, and the Series could be expected to reinvest such cash at the then prevailing lower rates. The increased likelihood of prepayment when interest rates decline also limits market price appreciation of mortgage-related securities. If the Series buys mortgage-related securities at a premium, mortgage foreclosures or mortgage prepayments may result in losses of up to the amount of the premium paid since only timely payment of principal and interest is guaranteed.

CMOs and REMICs are securities which are collateralized by mortgage pass-through securities. Cash flows from underlying mortgages are allocated to various classes or tranches in a predetermined, specified order. Each sequential tranche has a "stated maturity" - the latest date by which the tranche can be completely repaid, assuming no repayments - and has an "average life" - the average time to receipt of a principal weighted by the size of the principal payment. The average life is typically used as a proxy for maturity because the debt is amortized, rather than being paid off entirely at maturity, as would be the case in a straight debt instrument.

CMOs and REMICs are typically structured as "pass-through" securities. In these arrangements, the underlying mortgages are held by the issuer, which then issues debt collateralized by the underlying mortgage assets. The security holder thus owns an obligation of the issuer and payment of interest and principal on such obligations is made from payment generated by the underlying mortgage assets. The underlying mortgages may or may not be guaranteed as to payment of principal and interest by an agency or instrumentality of the U.S. Government such as GNMA or otherwise backed by FNMA or FHLMC. Alternatively, such securities may be backed by mortgage insurance, letters of credit or other credit enhancing features. Both CMOs and REMICs are issued by private entities. They are not directly guaranteed by any government agency and are secured by the collateral held by the issuer. CMOs and REMICs are subject to the type of prepayment risk described above due to the possibility that prepayments on the underlying assets will alter the cash flow.

Asset-Backed Securities

The Series may invest in asset-backed securities. Asset-backed securities are collateralized by short-term loans such as automobile loans, home equity loans, equipment leases or credit card receivables. The payments from the collateral are generally passed through to the security holder. As noted above with respect to CMOs and REMICs, the average life for these securities is the conventional proxy for maturity. Asset-backed securities may pay all interest and principal to the holder, or they may pay a fixed rate of interest, with any excess over that required to pay interest going either into a reserve account or to a subordinate class of securities, which may be retained by the originator. The originator or other party may guarantee interest and principal payments. These guarantees often do not extend to the whole amount of principal, but rather to an amount equal to a multiple of the historical loss experience of similar portfolios.

Two varieties of asset-backed securities are CARs and CARDs. CARs are securities, representing either ownership interests in fixed pools of automobile receivables, or debt instruments supported by the cash flows from such a pool. CARDs are participations in fixed pools of credit accounts. These securities have varying terms and degrees of liquidity.

The collateral behind certain asset-backed securities (such as CARs and CARDs) tends to have prepayment rates that do not vary with interest rates; the short-term nature of the loans may also tend to reduce the impact of any change in prepayment level. Other asset-backed securities, such as home equity asset-backed securities, have prepayment rates that are sensitive to interest rates. Faster prepayments will shorten the average life and slower prepayments will lengthen it. Asset-backed securities may be pass-through, representing actual equity ownership of the underlying assets, or pay-through, representing debt instruments supported by cash flows from the underlying assets.

The coupon rate of interest on mortgage-related and asset-backed securities is lower than the interest rates paid on the mortgages included in the underlying pool, by the amount of the fees paid to the mortgage pooler, issuer, and/or guarantor. Actual yield may vary from the coupon rate, however, if such securities are purchased at a premium or discount, traded in the secondary market at a premium or discount, or to the extent that the underlying assets are prepaid as noted above.

Separate Trading of Registered Interest and Principal of Securities ("STRIPS")

The Series may invest in STRIPS. STRIPS are created by the Federal Reserve Bank by separating the interest and principal components of an outstanding U.S. Treasury or agency bond and selling them as individual securities. STRIPS generally trade like zero coupon securities, which do not pay interest periodically but accrue interest until maturity. STRIPS tend to include the same risks as zero coupon securities. The market prices of STRIPS generally are more volatile than the market prices of securities with similar maturities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than do non-zero coupon securities having similar maturities and credit quality.

OTHER INVESTMENT COMPANIES

The Series may invest in other investment companies ("Underlying Funds"). The Series may not (i) invest more than 10% of its total assets in the Underlying Funds, (ii) invest more than 5% of its total assets in any one Underlying Fund, or (iii) purchase greater than 3% of the total outstanding securities of any one Underlying Fund.

EXCHANGE TRADED FUNDS ("ETFs"). ETFs are passively managed investment companies traded on a securities exchange whose goal is to track or replicate a desired index. 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 NAVs of the ETF's underlying securities. Additionally, if the Series elects to redeem its ETF shares rather than selling them on the secondary market, the Series may 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 Series.

Zero Coupon Securities

The Series may invest in zero coupon securities. Zero coupon securities are debt obligations that do not entitle the holder to any periodic payment of interest prior to maturity or a specified date when the securities begin paying current interest (the "cash payment date") and therefore are issued and traded at a discount from their face amounts or par value. The discount varies, depending on the time remaining until maturity or cash payment date, prevailing interest rates, liquidity of the security and the perceived credit quality of the issuer. The discount, in the absence of financial difficulties of the issuer, decreases as the final maturity or cash payment date of the security approaches. The market prices of zero coupon securities generally are more volatile than the market prices of securities with similar maturities that pay interest periodically and are likely to respond to changes in interest rates to a greater degree than do non-zero coupon securities having similar maturities and credit quality. The Series may also invest in Government Trust Certificates, which represent an interest in a government trust, the property of which consists of
(i) a promissory note of a foreign government no less than 90% of which is backed by the full faith and credit guaranty issued by the Federal Government of the United States of America (issued pursuant to Title III of the Foreign Operations, Export, Financing and Related Borrowers Programs Appropriations Act of 1998) and (ii) a security interest in obligations of the United States Treasury backed by the full faith and credit of the United States of America sufficient to support remaining balance (no more than 10%) of all payments of principal and interest on such promissory note; provided that such obligations shall not be rated less than AAA by S&P or less than Aaa by Moody's.

The risks associated with lower debt securities apply to these securities. Zero coupon securities are also subject to the risk that in the event of a default, the Series may realize no return on its investment, because these securities do not pay cash interest.

OTHER CONSIDERATIONS

In extreme circumstances, the insurance company reserves the right to accept additional deposits, including both new annuity monies and internal variable annuity transfers, during the Guarantee Period and to discontinue this practice at its discretion at any time.

THE ASSET ALLOCATION PROCESS

In pursuing the Series' investment objective, the Sub-Adviser looks to allocate assets among the Equity Component and the Fixed Component. The allocation of assets depends on a variety of factors, including, but not limited to, the then prevailing level of interest rates, equity market volatility, the then current market value of the Series, the Series' total annual expenses, as well as insurance company separate account expenses assessed to Contractholders and Participants acquiring an interest in the Series through the Separate Account, and the Maturity Date. If interest rates are low (particularly at the inception of the Guarantee Period), the Series assets may be largely invested in the Fixed Component in order to decrease the likelihood that the insurance company would be required to make any payment under the Guarantee. In addition, if during the Guarantee Period the equity markets experienced a major decline, the Series' assets may become largely invested in the Fixed Component in order to increase the likelihood of meeting the investment objective.

The initial allocation of the Series' assets between the Equity Component and the Fixed Component will be determined principally by the prevailing level of interest rates and the volatility of the stock market at the beginning of the Guarantee Period. If at the inception of the Guarantee Period interest rates are low, more assets may have to be allocated to the Fixed Component. The Sub-Adviser will monitor the allocation of the Series' assets on a daily basis.

The asset allocation process will also be affected by the Sub-Adviser's ability to manage the Fixed Component. If the Fixed Component provides a return better than that assumed by the Sub-Adviser's proprietary software model, fewer assets would have to be allocated to the Fixed Component. On the other hand, if the performance of the Fixed Component is poorer than expected, more assets would have to be allocated to the Fixed Component, and the ability of the Series to participate in any subsequent upward movement in the equity market would be limited.

The asset allocation process results in additional transaction costs such as brokerage commissions. This process can have an adverse effect on the performance of the Series during periods of increased equity market volatility. To moderate such costs, the Sub-Adviser has built into the proprietary software program a factor that will require reallocations only when Equity Component and Fixed Component values have deviated by more than certain minimal amounts since the last reallocation.

MANAGEMENT OF THE ING FUNDS

Set forth in the table below is information about each Trustee of the Trust.

                                                                                              NUMBER OF
                                                                                             PORTFOLIOS
                             POSITION(S)                                                      IN FUND
                                HELD     TERM OF OFFICE                                       COMPLEX
                                WITH     AND LENGTH OF       PRINCIPAL OCCUPATION(S) -       OVERSEEN BY    OTHER DIRECTORSHIPS
 NAME, ADDRESS AND AGE          FUND     TIME SERVED(1)      DURING THE PAST 5 YEARS          TRUSTEE(4)       HELD BY TRUSTEE
---------------------------- ----------- ---------------- --------------------------------- ------------ --------------------------

INDEPENDENT TRUSTEES

PAUL S. DOHERTY                Trustee   March 2001 -     President and                         122      University of Massachusetts
7337 E. Doubletree Ranch Rd.             Present          Partner, Doherty, Wallace,                     Foundation Board (April
Scottsdale, Arizona 85258                                 Pillsbury and Murphy, P.C.,                    2004 - Present).
Date of Birth:  04/28/1934                                Attorneys (1996  - Present).

J. MICHAEL EARLEY              Trustee   February 2002 -  President and Chief Executive         122
7337 E. Doubletree Ranch Rd.             Present          Officer, Bankers Trust
Scottsdale, Arizona 85258                                 Company, N.A. (1992 -
Date of Birth:  05/02/1945                                Present).

R. BARBARA GITENSTEIN          Trustee   February 2002 -  President, College of New             122      New Jersey Resources
7337 E. Doubletree Ranch Rd.             Present          Jersey (1999 - Present).                       (September 2003 - Present).
Scottsdale, Arizona 85258
Date of Birth:  02/18/1948

WALTER H. MAY                  Trustee   March 2001 -     Retired.  Formerly,                   122      BestPrep Charity
7337 E. Doubletree Ranch Rd.             Present          Trustee of each of the funds                   (1991 - Present) -
Scottsdale, Arizona 85258                                 managed by Northstar Investment                charitable organization.
Date of Birth:  12/12/1936                                Management Corporation (1996 -
                                                          1999).

JOCK PATTON                    Trustee   March 2001 -     Private Investor (June 1997 -         122      Director, Hypercom, Inc.
7337 E. Doubletree Ranch Rd.             Present          Present). Formerly, Director                   (January 1999 - Present);
Scottsdale, Arizona 85258                                 and Chief Executive Officer,                   JDA Software Group, Inc.
Date of Birth:  12/11/1945                                Rainbow Multimedia Group, Inc.                 (January 1999 - Present);
                                                          (January 1999 - December 2001).                Swift Transportation Co.
                                                                                                         (March 2004 - Present).

DAVID W.C. PUTNAM              Trustee   March 2001 -     President and Director, F.L.         122       Anchor International Bond
7337 E. Doubletree Ranch Rd.             Present          Putnam Securities Company, Inc.                Trust (December 2000 -
Scottsdale, Arizona 85258                                 and its affiliates (1978 - Present);           2002); F.L. Putnam
Date of Birth:  10/08/1939                                President, Secretary and Trustee, The          Foundation (December 2000 -
                                                          Principled Equity Market Fund (1996 -          Present); Progressive
                                                          Present).                                      Capital Accumulation Trust
                                                                                                         (August 1998 - Present);

NUMBER OF
PORTFOLIOS
POSITION(S) IN FUND
HELD TERM OF OFFICE COMPLEX
WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) - OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND TIME SERVED(1) DURING THE PAST 5 YEARS TRUSTEE(4) HELD BY TRUSTEE
---------------------------- ----------- ---------------- --------------------------------- ------------ --------------------------
Asian American
Bank and Trust Company
(June 1992 - Present); and
Notre Dame Health Care
Center (1991 - Present);
F.L. Putnam Securities
Company, Inc. (June 1998 -
Present); and an Honorary
Trustee, Mercy Hospital
(1973 - Present).

BLAINE E. RIEKE Trustee March 2001 - General Partner, Huntington 122 Trustee, Morgan Chase Trust
7337 E. Doubletree Ranch Rd. Present Partners (January 1997 - Co.; Director, Members
Scottsdale, Arizona 85258 Present). Chairman of the Board Trust Co. (November 2003 -
Date of Birth: 09/10/1933 and Trustee of each of the funds Present).
managed by ING Investment
Management Co. LLC (November
1998 - February 2001).

ROGER B. VINCENT Trustee February 2002 - President, Springwell Corporation 122 Director, AmeriGas Propane,
7337 E. Doubletree Ranch Rd. Present (1989 - Present). Formerly, Inc.
Scottsdale, Arizona 85258 Director, Tatham Offshore, Inc.
Date of Birth: 08/26/1945 (1996 - 2000).

RICHARD A. WEDEMEYER Trustee March 2001 - Retired. Formerly Vice 122 Trustee, Touchstone
7337 E. Doubletree Ranch Rd. Present President - Finance and Consulting Group (1997 -
Scottsdale, Arizona 85258 Administration, Channel Present); Jim Henson Legacy
Date of Birth: 03/23/1936 Corporation (June 1996 - April (1994 - Present).
2002). Trustee, First Choice
Funds (1997 - 2001); and
of each of the funds managed by
ING Investment Management Co. LLC
(1998 - 2001).

TRUSTEES WHO ARE "INTERESTED PERSONS"
------------------------------------------------------------------------------------------------------------------------------------
THOMAS J. MCINERNEY (2) Trustee March 2001 - Chief Executive Officer, ING U.S. 176 Equitable Life
7337 E. Doubletree Ranch Rd. Present Financial Services (September Insurance Co., Golden
Scottsdale, Arizona 85258 2001 - Present); American Life Insurance
Date of Birth: 05/05/1956 Member, ING Americas Executive Co., Life Insurance Company
Committee (2001 - Present); of Georgia, Midwestern
President, Chief Executive United Life Insurance Co.,
Officer and Director of Northern ReliaStar Life Insurance
Life Insurance Company (March Co., Security Life of
2001 - October 2002), ING Aeltus Denver, Security
Holding Company, Inc. (2000 - Connecticut Life Insurance
Present), ING Retail Holding Co., Southland Life
Company (1998 - Present), ING Insurance Co., USG Annuity
Life Insurance and Annuity and Life Company, and
Company (September 1997 - United Life and Annuity
November 2002) and ING Retirement Insurance Co. Inc;
Holdings, Inc. (1997 - Present). Director, Ameribest
Formerly, General Manager and Life Insurance Co.,
Worksite Division (December
2000 - October 2001), President,
ING-SCI, Inc. (August

                                                                                              NUMBER OF
                                                                                             PORTFOLIOS
                             POSITION(S)                                                      IN FUND
                                HELD     TERM OF OFFICE                                       COMPLEX
                                WITH     AND LENGTH OF       PRINCIPAL OCCUPATION(S) -       OVERSEEN BY    OTHER DIRECTORSHIPS
 NAME, ADDRESS AND AGE          FUND     TIME SERVED(1)      DURING THE PAST 5 YEARS          TRUSTEE(4)      HELD BY TRUSTEE
---------------------------- ----------- ---------------- --------------------------------- ------------ --------------------------

                                                          1997 - December 2000); President,              Bushnell Performing Arts
                                                          Aetna Financial Services (August               Center; St. Francis
                                                          1997 - December 2000);                         Hospital, National
                                                                                                         Conference for Community
                                                                                                         Justice; and Metro Atlanta
                                                                                                         Chamber of Commerce.

JOHN G. TURNER (3)            Chairman   March 2001 -     Chairman, Hillcrest Capital           122      Director, Hormel Foods
7337 E. Doubletree Ranch Rd. and Trustee Present          Partners (May 2002-Present);                   Corporation (March 2000 -
Scottsdale, Arizona 85258                                 Formerly Vice Chairman of                      Present); Shopko Stores,
Date of Birth:  10/03/1939                                ING Americas (2000 - 2002);                    Inc. (August 1999 -
                                                          Chairman and Chief Executive                   Present); and M.A.
                                                          Officer of ReliaStar                           Mortenson Company (March
                                                          Financial Corp. and                            2002 - Present).
                                                          ReliaStar Life Insurance Company
                                                          (1993 - 2001); Chairman of
                                                          ReliaStar Life Insurance Company
                                                          of New York (1995 - 2001);
                                                          Chairman of Northern Life
                                                          Insurance Company (1992 - 2001);
                                                          Chairman and Trustee of the
                                                          Northstar affiliated investment
                                                          companies (1993 - 2001) and
                                                          Director, Northstar Investment
                                                          Management Corporation and its
                                                          affiliates (1993 - 1999).

(1) Trustees serve until their successors are duly elected and qualified, subject to the Board's retirement policy which states that each duly elected or appointed Trustee who is not an "interested person" of the Trust, as defined in the 1940 Act ("Independent Trustees"), shall retire from service as a Trustee at the first regularly scheduled quarterly meeting of the Board that is held after the Trustee reaches the age of 70. A unanimous vote of the Board may extend the retirement date of a Trustee for up to one year. An extension may be permitted if the retirement would trigger a requirement to hold a meeting of shareholders of the Trust under applicable law, whether for purposes of appointing a successor to the Trustee or if otherwise necessary under applicable law, in which the extension would apply until such time as the shareholder meeting can be held or is no longer needed.

(2) Mr. McInerney is an "interested person," as defined by the Investment Company Act of 1940 , because of his affiliation with ING Groep N.V., the parent corporation of the Investment Adviser, ING Investments and the Distributor, ING Funds Distributor LLC.

(3) Mr. Turner is an "interested person," as defined by the Investment Company Act of 1940 , because of his affiliation with ING Groep N.V., the parent corporation of the Investment Adviser, ING Investments and the Distributor, ING Funds Distributor LLC.

(4) For the purposes of this table, "Fund Complex" means the following investment companies: ING Equity Trust; ING Funds Trust; ING Investment Funds, Inc.; ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Prime Rate Trust; ING Senior Income Fund; ING Variable Insurance Trust; ING Variable Products Trust; ING Emerging Markets Fund, Inc.; ING VP Natural Resources Trust; USLICO Series Fund, ING Partners, Inc.; ING VP Balanced Portfolio, Inc.; ING Strategic Allocation Portfolio, Inc.; ING Get Funds; ING VP Bond Portfolio; ING VP Money Market Portfolio; ING Variable Funds, Inc.; ING Variable Portfolios, Inc.; and ING Series Fund, Inc.

OFFICERS

Information about the Trust's officers are set forth in the table below:

                             POSITIONS
                               HELD                   TERM OF OFFICE
                             WITH THE                  AND LENGTH OF                     PRINCIPAL OCCUPATION(S)
 NAME, ADDRESS AND AGE         FUND                  TIME SERVED(1)(2)                DURING THE LAST FIVE YEARS(3)
---------------------------- ----------- -----------------------------  -------------------------------------------------------
JAMES M. HENNESSY
7337 E. Doubletree Ranch Rd. President,  February 2001 -                   President and Chief Executive Officer, ING
Scottsdale, Arizona 85258    Chief       Present                           Investments, LLC(2) (December 2001 - Present).
Date of Birth:  04/09/1949   Executive                                     Formerly, Senior Executive Vice President and Chief
                             Officer                                       Operating Officer, ING Investments, LLC(2) (April 1995 -
                             and Chief                                     December 2000); and Executive Vice President, ING
                             Operating                                     Investments, LLC(2) (May 1998 - June 2000).
                             Officer

MICHAEL J. ROLAND            Executive   February 2002 - Present           Executive Vice President, Chief Financial Officer and
7337 E. Doubletree Ranch Rd. Vice                                          Treasurer, ING Investments, LLC(2) (December 2001 -
Scottsdale, Arizona 85258    President,                                    Present).  Formerly, Senior Vice President, ING
Date of Birth:  05/30/1958   Assistant                                     Investments, LLC(2) (June 1998 - December 2001).
                             Secretary
                             and
                             Principal
                             Financial
                             Officer

STANLEY D. VYNER             Executive   October 2000 - Present            Executive Vice President, Chief Financial Officer and
7337 E. Doubletree Ranch Rd. Vice                                          Treasurer, ING Investments, LLC(2) (December 2001 -
Scottsdale, Arizona 85258    President                                     Present). Formerly, Senior Vice President, ING
Date of Birth:  05/14/1950                                                 Investments, LLC(2) (June 1998 - December 2001).

                             POSITIONS
                                HELD                   TERM OF OFFICE
                              WITH THE                  AND LENGTH OF                  PRINCIPAL OCCUPATION(S)
 NAME, ADDRESS AND AGE          FUND                  TIME SERVED(1)(2)               DURING THE LAST FIVE YEARS(3)
---------------------------- ----------- --------------------------------------------------------------------------------------

ROBERT S. NAKA               Senior      October 2000 - Present            Senior Vice President and Assistant Secretary, ING
7337 E. Doubletree Ranch Rd. Vice                                          Funds Services, LLC(3) (October 2001 - Present).
Scottsdale, Arizona 85258    President                                     Formerly, Senior Vice President and Assistant Secretary,
Date of Birth:  06/17/1963   and                                           ING Funds Services, LLC(3) (February 1997 - August 1999).
                             Assistant
                             Secretary


KIMBERLY A. ANDERSON         Senior Vice November 2003 - Present           Senior Vice President, ING Investments, LLC(2) (October
7337 E. Doubletree Ranch Rd. President                                     2003 - Present). Formerly, Vice President and
Scottsdale, Arizona 85258                                                  Assistant Secretary, ING Investments, LLC(2) (October
Date of Birth:  07/25/1964                                                 2001 - October 2003); Assistant Vice President,
                                                                           ING Funds Services, LLC(3) (November 1999 - January
                                                                           2001); and has held various other positions with ING
                                                                           Funds Services, LLC(3) for more than the last five years.

ROBYN L. ICHILOV             Vice        October 2000 - Present            Vice President, ING Funds Services, LLC(3) (October 2001
7337 E. Doubletree Ranch Rd. President                                     - Present) and ING Investments, LLC(2) (August 1997 -
Scottsdale, Arizona 85258                                                  Present).
Date of Birth:  09/25/1967   Treasurer   March 2001 - Present


LAUREN D. BENSINGER          Vice        February 2003 - Present           Vice President and Chief Compliance Officer, ING Funds
7337 E. Doubletree Ranch Rd. President                                     Distributor, LLC(4) (July 1995 - Present) and Vice
Scottsdale, Arizona 85258                                                  President (February 1996 to Present) and Chief Compliance
Date of Birth:  2-6-1954                                                   Officer (October 2001 to Present) ING Investments,
                                                                           LLC(2).


TODD MODIC                   Vice        August 2003 - Present             Vice President of Financial Reporting-Fund Accounting of
7337 E. Doubletree Ranch Rd. President                                     ING Fund Services, LLC(3) (September 2002 - Present).
Scottsdale, Arizona 85258                                                  Formerly, Director of Financial Reporting, ING
                                                                           Investments, LLC(2) (March 2001 - September 2002);
Date of Birth:  11/03/1967                                                 Director of Financial Reporting, Axient Communications,
                                                                           Inc. (May 2000 - January 2001); and Director of Finance,
                                                                           Rural/Metro Corporation (March 1995 - May 2000).

POSITIONS
HELD TERM OF OFFICE
WITH THE AND LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE FUND TIME SERVED(1)(2) DURING THE LAST FIVE YEARS(3)
---------------------------- ----------- --------------------------------------------------------------------------------------

HUEY P. FALGOUT Secretary August 2003 - Present Chief Counsel, ING U.S. Financial Services (September
7337 E. Doubletree Ranch Rd. 2003 - Present). Formerly, Counsel, ING U.S. Financial
Scottsdale, Arizona 85258 Services (November 2002 - September 2003); and Associate
Date of Birth: 11/15/1963 General Counsel of AIG American General (January 1999 -
November 2002).

SUSAN P. KINENS Assistant February 2003 - Present Assistant Vice President and Assistant Secretary, ING
7337 E. Doubletree Ranch Rd. Vice Funds Services, LLC(3) (December 2002 - Present); and has
Scottsdale, Arizona 85258 President held various other positions with ING Funds Services,
Date of Birth: 12/31/1976 and LLC for more than the last five years.
Assistant
Secretary

MARIA M. ANDERSON Assistant August 2001 - Present Assistant Vice President, ING Funds Services, LLC(3)
7337 E. Doubletree Ranch Rd. Vice (October 2001 - Present). Formerly, Manager of Fund
Scottsdale, Arizona 85258 President Accounting and Fund Compliance, ING Investments, LLC(2)
Date of Birth: 05/29/1958 (September 1999 - November 2001); and Section Manager of
Fund Accounting, Stein Roe Mutual Funds (July 1998 -
August 1999).

THERESA K. KELETY Assistant August 2003 - Present Counsel, ING U.S. Financial Services (April 2003 -
7337 E. Doubletree Ranch Rd. Secretary Present). Formerly Senior Associate with Shearman &
Scottsdale, Arizona 85258 Sterling (February 2000 - April 2003); and Associate
Date of Birth: 02/28/1963 with Sutherland Asbill & Brennan (1996 - February 2000).

(1) The officers hold office until the next annual meeting of the Trustees and until their successors shall have been elected and qualified.

(2) ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the successor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.

(3) ING Funds Services, LLC was previously named ING Pilgrim Group, LLC. ING Pilgrim Group, LLC is the successor in interest to ING Pilgrim Group, Inc., which was previously known as Pilgrim Group, Inc. and before that was known as Pilgrim America Group, Inc.

(4) ING Funds Distributor, LLC is the successor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.

BOARD OF TRUSTEES

The Board governs each Series and is responsible for protecting the interests of shareholders. The Trustees are experienced executives who oversee the Portfolios' activities, review contractual arrangements with companies that provide services to each Portfolio, and review each Portfolio's performance.

FREQUENCY OF BOARD MEETINGS

The Board currently conducts regular meetings four (4) times a year. The Audit and Valuation and Proxy Voting Committees also meet regularly four (4) times per year, respectively, and the remaining Committees meet as needed. In addition, the Board or the Committees may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting.

Committees

An Executive Committee of the Board was formed in order to act on behalf of the full Board between meetings when necessary. The Committee currently consists of two Independent Trustees and two Trustees who are "interested persons," as defined in the Investment Company Act of 1940 ("1940 Act"). The following Trustees serve as members of the Executive Committee: Messrs. Turner, McInerney, May and Patton. Mr. Turner serves as Chairman of the Committee. The Executive Committee held two (2) meetings during the fiscal year ended December 31, 2003.

The Board has an Audit Committee whose function is to meet with the independent accountants of each Trust to review the scope of the Trust's audit, its financial statements and interim accounting controls, and to meet with management concerning these matters, among other things. The Audit Committee currently consists of four Independent Trustees: Messrs. Earley, Rieke, Vincent and Putnam. Mr. Earley serves as Chairman of the Committee. The Audit Committee held four (4) meetings during the fiscal year ended December 31, 2003.

The Board has formed a Valuation and Proxy Voting Committee (formerly the Valuation Committee) whose functions include, among others, reviewing the determination of the value of securities held by the Funds for which market value quotations are not readily available and, beginning in July 2003, overseeing management's administration of proxy voting. The Committee currently consists of five Independent Trustees: Dr. Gitenstein and Messrs. May, Patton, Doherty and Wedemeyer. Mr. Patton serves as Chairman of the Committee. The Valuation and Proxy Voting Committee held four (4) meetings during the fiscal year ended December 31, 2003.

The Board has established a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Nominating Committee currently consists of four Independent Trustees: Dr. Gitenstein and Messrs. Doherty, May, and Wedemeyer. Mr. May serves as Chairman of the Committee. The Committee does not currently have a charter nor does it currently have a policy regarding whether it will consider nominees recommended by shareholders. However, the Board expects to have the Committee consider these matters fully during the upcoming year with a view towards adopting and publishing a charter and policies regarding shareholder recommendations for Trustee nominees. As part of its consideration, the Committee will also consider minimum qualifications for Trustee positions as well as a process for the Trust to identify and evaluate potential nominees. The Nominating Committee held no meetings during the fiscal year ended December 31, 2003.

The Board has established Investment Review Committees that will monitor the investment performance of the Portfolios and to make recommendations to the Board with respect to the Portfolios. The Committee for the international funds currently consists of five Independent Trustees and one Trustee who is an "interested person" as defined in the 1940 Act: Dr. Gitenstein and Messrs. Patton, May, Doherty, McInerney and Wedemeyer. Mr. Wedemeyer serves as Chairman of the Committee. The Committee for the domestic equity funds currently consists of four Independent Trustees and one Trustee who is an "interested person," as defined in the 1940 Act: Messrs. Rieke, Putnam, Earley, Turner and Vincent. Mr. Vincent serves as Chairman of the Committee. The Committee for the fixed income funds currently consists of five Independent Trustees and one Trustee who is an "interested person," as defined in the 1940 Act: Dr. Gitenstein and Messrs. Doherty, McInerney, Wedemeyer, Patton and May. Mr. Wedemeyer serves as Chairman of the Committee. The Investment Review Committees held four (4) meetings during the fiscal year ended December 31, 2003.

The Board has established a Compliance and Coordination Committee for the purpose of facilitating information flow among Board members and with management between Board meetings, developing agendas for executive sessions of independent Board members, evaluating potential improvements in the allocation of work load among the Board members and Board committees, and evaluating other opportunities to enhance the efficient operations of the Board. The Compliance and Coordination Committee currently consists of five Independent Trustees: Messrs. Earley, May, Patton, Vincent and Wedemeyer. The Compliance and Coordination Committee held one meeting during the fiscal year ended December 31, 2003.

TRUSTEE OWNERSHIP OF SECURITIES

Set forth below is the dollar range of equity securities owned by each Trustee.

                                                           AGGREGATE DOLLAR
                                                            RANGE OF EQUITY
                                                           SECURITIES IN ALL
                                  DOLLAR RANGE OF        REGISTERED INVESTMENT
                                 EQUITY SECURITIES       COMPANIES OVERSEEN BY
                                 IN THE FUND AS OF         TRUSTEE IN FAMILY
NAME OF TRUSTEE                  DECEMBER 31, 2003      OF INVESTMENT COMPANIES
---------------                 --------------------    -----------------------
INDEPENDENT TRUSTEES

Paul S. Doherty                 None                       Over $100,000
J. Michael Earley               None                       $10,001 - $50,000
R. Barbara Gitenstein           None                       $50,001 - $100,000
Walter H. May                   None                       Over $100,000
Jock Patton                     None                       $50,001 - $100,000
David W. C. Putnam              None                       Over $100,000
Blaine E. Rieke                 None                       $50,001 - $100,000
Roger B. Vincent                None                       Over $100,000
Richard A. Wedemeyer            None                       $10,001 - $50,000

TRUSTEES WHO ARE "INTERESTED
PERSONS"

Thomas J. McInerney             None                       $50,001 - $100,000
John G. Turner                  None                       Over $100,000

INDEPENDENT TRUSTEE OWNERSHIP OF SECURITIES

Set forth in the table below is information regarding each Independent Trustee's (and his immediate family members) share ownership in securities of the Trust's Investment Manager or Principal Underwriter, and the ownership of securities in an entity controlling, controlled by or under common control with the Investment Manager or Principal Underwriter of the Trust (not including registered investment companies).

                          NAME OF OWNERS
                         AND RELATIONSHIP                                  VALUE OF      PERCENTAGE
NAME OF TRUSTEE             TO TRUSTEE       COMPANY    TITLE OF CLASS    SECURITIES      OF CLASS
---------------             ----------       -------    --------------    ----------      --------
Paul S. Doherty                 N/A            N/A           N/A             $ 0             N/A
J. Michael Earley               N/A            N/A           N/A             $ 0             N/A
R. Barbara Gitenstein           N/A            N/A           N/A             $ 0             N/A
Walter H. May                   N/A            N/A           N/A             $ 0             N/A
Jock Patton                     N/A            N/A           N/A             $ 0             N/A
David W. C. Putnam              N/A            N/A           N/A             $ 0             N/A
Blaine E. Rieke                 N/A            N/A           N/A             $ 0             N/A
Roger B. Vincent                N/A            N/A           N/A             $ 0             N/A
Richard A. Wedemeyer            N/A            N/A           N/A             $ 0             N/A

COMPENSATION OF TRUSTEES

The Portfolio pays each Trustee who is not an interested person a pro rata share, as described below, of: (i) an annual retainer of $40,000 (Messrs. Patton and May, as lead Trustees, receive an annual retainer of $55,000); (ii) $7,000 for each in person meeting of the Board; (iii) $2,000 per attendance of any committee meeting; (iv) $2,000 per telephonic meeting; and (v) out-of-pocket expenses. The pro rata share paid by the Portfolio is based on the Portfolio's average net assets as a percentage of the average net assets of all the funds managed by the Investment Adviser for which the Trustees serve in common as Trustees.

The following table sets forth information regarding compensation of Trustees by the Series and other funds managed by the Investment Advisers for the year ended December 31, 2003. Officers of the Series and Trustees who are interested persons of the Series do not receive any compensation from the Portfolio or any other funds managed by the Investment Adviser.

COMPENSATION TABLE

DECEMBER 31, 2003

                                                     PENSION OR                           TOTAL
                                                     RETIREMENT                        COMPENSATION
                                                      BENEFITS      ESTIMATED              FROM
                                                      ACCRUED         ANNUAL               FUND
                                   AGGREGATE         AS PART OF      BENEFITS            AND FUND
       NAME OF                 COMPENSATION FROM        FUND           UPON            COMPLEX PAID
  PERSON, POSITION                 THE FUND           EXPENSES      RETIREMENT         TO TRUSTEES
  ----------------            -------------------     --------      ----------         -----------

PAUL S. DOHERTY               $230.93                   N/A            N/A               $72,853.54
TRUSTEE

MICHAEL J. EARLEY             $241.20                   N/A            N/A               $74,020.17
TRUSTEE

BARBARA GITENSTEIN            $230.93                   N/A            N/A               $55,028.48
TRUSTEE

WALTER H. MAY                 $270.35                   N/A            N/A               $69,774.51
TRUSTEE

THOMAS J. MCINERNEY(1)(3)     $0                        N/A            N/A                   $0
TRUSTEE

JOCK PATTON                   $779.99                   N/A            N/A               $92,637.77
TRUSTEE

DAVID W.C. PUTNAM             $230.93                   N/A            N/A               $55,028.48
TRUSTEE

BLAINE E. RIEKE(2)            $217.66                   N/A            N/A               $73,886.92
TRUSTEE

JOHN G. TURNER(3)             $0                        N/A            N/A                   $0
TRUSTEE

ROGER VINCENT                 $241.20                   N/A            N/A               $51,082.11
TRUSTEE

RICHARD A. WEDEMEYER(2)       $241.20                   N/A            N/A               $86,477.05
TRUSTEE

1) Elected as a Trustee of the ING Funds on February 26, 2001.

2) Formerly a Trustee of the original ING Variable Insurance Trust. Elected Trustee of the Pilgrim Funds on February 26, 2001.

3) "Interested person," as defined in the 1940 Act, of the Company because of the affiliation with an investment adviser to the ING Funds. Officers and Trustees who are interested persons do not receive any compensation from the Trusts.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

It is expected that the Series shares will be sold to insurance companies affiliated with ING Investments and allocated to variable annuity separate accounts to fund obligations thereunder. Contract holders in these separate accounts are provided the right to direct the voting of fund shares at shareholder meetings. The insurance company votes the shares that it owns in these separate accounts in accordance with contract holders' directions. Undirected shares of the Series will be voted for each account in the same proportion as directed shares.

As of 2004 the officers and Trustees owned less than 1% of the outstanding shares of the Series.

ING Investments, the Series' investment adviser, and ING IM, the Series' investment sub-adviser, are indirect wholly owned subsidiaries of ING Groep N.V. ("ING"). ING is a global financial institution active in the fields of insurance, banking, and asset management in more than 65 countries, with more than 100,000 employees. ING's principal executive offices are located at Strawinskylaan 2631, 1077 zz Amsterdam, P.O. Box 810, 1000 AV Amsterdam, the Netherlands.

INVESTMENT MANAGEMENT AGREEMENT

The Fund on behalf of the Series entered into an investment management agreement ("Management Agreement") appointing ING Investments, LLC ("ING Investments") as the investment adviser of the Series. In approving the Management Agreement for the Series, the Board, including the Independent Trustees, considered a number of factors, including, but not limited to: (1) prior performance of comparable funds (2) the nature and quality of the services to be provided by ING Investments including ING Investments' experience in overseeing sub-advisers for other mutual funds for which ING Investments serves as investment adviser; (3) the

performance of the mutual funds for which ING Investments currently serves as investment adviser; (4) the depth, experience and the financial strength of ING Investments and the profitability of ING Investments from management of the Series; (5) the fact that the advisory fee imposed under the Management Agreement would be identical to those imposed by ING IM as to prior series of the Fund; (6) the fact that ING IM would manage the Series in its capacity as sub-adviser; (7) the projected expense ratios for the Series including ING Investments' commitment to maintain expense limitations for the Series; (8) the personnel, operations, financial condition, and investment management capabilities, methodologies and performance of ING Investments, as well as its efforts in recent years to build its investment management capabilities and administrative infrastructure and (7) the fairness of the compensation payable to ING Investments under the Management Agreement in light of the services provided.

Based upon its review, the Board determined that the Investment Management Agreement was in the interests of the Series and its shareholders. Accordingly, after consideration of the factors described above, and such other factors and information it considered relevant, the Board, including the unanimous vote of the Independent Trustees, approved the Management Agreement.

Under the Management Agreement, and subject to the supervision of the Board, ING Investments has responsibility for supervising all aspects of the operations of the Series including the selection, purchase and sale of securities. Under the Management Agreement, ING Investments is given the right to delegate any or all of its obligations to a sub-adviser.

The Management Agreement provides that ING Investments is responsible for payment of all costs of its personnel, its overhead and of its employees who also serve as officers or members of the Board and that the Series is responsible for payment of all other of its costs.

For the services under the Management Agreement, ING Investments will receive an annual fee, payable monthly, as described in the Prospectus.

THE SUBADVISORY AGREEMENT

ING Investments and the Series, on behalf of the Series, have entered into an agreement ("Subadvisory Agreement") appointing ING Investment Management Co. ("ING IM"), formerly known as Aeltus Investment Management, Inc., as sub-adviser of the Series. In approving the Subadvisory Agreement for the Series, the Board, including the Independent Trustees, considered a number of factors including, among other things (1) performance of similar ING Funds for which ING IM is the sub-adviser; (2) the nature and quality of the services to be provided by ING IM; (3) the fairness of the compensation under the Subadvisory Agreement in light of the services to be provided; (4) the personnel, operations, financial condition, and investment management capabilities, methodologies and performance of ING IM; and (5) the expenses to be borne by the shareholders of the Series. In addition, the Board considered the importance of maintaining the continuity of management with ING Investments as the Series' investment adviser. The Board noted that the overall advisory fee paid by the Series would remain the same as previous series and that the advisory services to be provided by ING IM under the Subadvisory Agreement would be materially the same as the advisory services provided by ING IM under the prior Management Agreement.

Based upon its review, the Board determined that the Subadvisory Agreement for the Series was in the interests of the Series and its shareholders. Accordingly, after consideration of the factors described above, and such other factors and information it considered relevant, the Board, including the unanimous vote of the Independent Trustees, approved the Subadvisory Agreement.

The Subadvisory Agreement gives ING IM broad latitude to select securities for the Series consistent with the investment objective and policies of the Series subject to ING Investments' oversight. The Subadvisory Agreement contemplates that ING IM will be responsible for all aspects of managing the Series' investments.

For the services under the Subadvisory Agreement, ING IM will receive an annual fee payable monthly as set forth below.

Offering Period 0.1125% Guarantee Period 0.270%

ADMINISTRATIVE SERVICES AGREEMENT

Pursuant to an Administrative Services Agreement, ING Funds Services, LLC ("IFS") acts as administrator and provides certain administrative and shareholder services necessary for the Series' operations and is responsible for the supervision of other service providers. The services provided by IFS include: (1) internal accounting services; (2) monitoring regulatory compliance, such as reports and filings with the Commission and state securities commissions; (3) preparing financial information; (4) preparing semi-annual and annual reports to shareholders; (5) calculating the NAV; (6) preparing certain shareholder

communications; (7) supervising the custodian and transfer agent; and (8) reporting to the Board.

IFS is the administrator for the Series. IFS has responsibility for certain administrative and internal accounting and reporting services, maintenance of relationships with third party service providers such as the transfer agent and custodian, calculation of the NAV and other financial reports prepared for the Series.

Listed below is the administrative services fee IFS is entitled to receive on an annual rate based on average daily net assets of the Series:

ADMINISTRATIVE FEE                  SERIES ASSETS
------------------            -----------------------------
     0.055%                   on the first $5 billion
     0.030%                   on all assets over $5 billion

EXPENSE LIMITATION AGREEMENT

The Investment Adviser has entered into an agreement ("Expense Limitation Agreement") with ING GET U.S. Core Portfolio, on behalf of the Series, pursuant to which the Investment Adviser has agreed to waive or limit its fees. In connection with this agreement and certain U.S. tax requirements, the Investment Adviser will assume other expenses so that the total annual ordinary operating expenses of the Series which excludes interest, taxes, brokerage commissions, other investment-related costs extraordinary expenses such as litigation, other expenses not incurred in the ordinary course of the Series' business, and expenses of any counsel or other persons or services retained by the Series' Trustees who are not "interested persons" (as defined in the 1940 Act) of the Investment Adviser or Sub-Adviser do not exceed 0.65% during the Offering Period, and 1.00% during the Guarantee Period.

The Series will at a later date reimburse the Investment Adviser for management fees waived and other expenses assumed by the Investment Adviser during the previous 36 months, but only if, after such reimbursement, the Series' expense ratio does not exceed the percentage described above. The Investment Adviser will only be reimbursed for fees waived or expenses assumed after the effective date of the Expense Limitation Agreement.

The Expense Limitation Agreement will continue until December 31, 2006. The Expense Limitation Agreement is contractual and automatically renews for one-year terms unless the Investment Manager provides written notice to the Series of the termination of the Agreement at least 30 days prior to the end of the then-current term. In addition, the Agreement shall terminate upon termination of the Management Agreement, or it may be terminated by the Series, without payment of any penalty, upon ninety (90) days' prior written notice to the Investment Manager at its principal place of business.

CUSTODIAN

The Bank of New York, One Wall Street, New York, New York 10286, serves as custodian for the assets of the Series.

The custodian does not participate in determining the investment policies of the Series nor in deciding which securities are purchased or sold by the Series. The Series may, however, invest in obligations of the custodian and may purchase or sell securities from or to the custodian.

TRANSFER AGENT

DST Systems, Inc., P.O. Box 419368, Kansas City, Missouri 64141, serves as the transfer agent and dividend-paying agent to the Series.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[ ] serves as independent registered public accounting firm to the Series. [ ] provides audit and tax services, assistance and consultation in connection with the Commission filings.

LEGAL COUNSEL

Legal matters for the Trust are passed upon by Dechert LLP, 1775 I Street, N.W., Washington, D.C. 20006.

PRINCIPAL UNDERWRITER

ING Funds Distributor, LLC, 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258, has agreed to use its best efforts to distribute the shares as the principal underwriter of the Series pursuant to an agreement ("Distribution Agreement") between it and the Series. The Distribution Agreement

was approved by the Board on February 25, 2003 to continue through September 1, 2004. The Distribution Agreement may be continued from year to year thereafter if approved annually by the Trustees or by a vote of holders of a majority of the Series' shares, and by a vote of a majority of the Trustees who are not "interested persons," as that term is defined in the 1940 Act, of ING Funds Distributor, LLC, and who are not interested persons of the Series, appearing in person at a meeting called for the purpose of approving such Agreement. This Agreement terminates automatically upon assignment, and may be terminated at any time on sixty (60) days' written notice by the Trustees or ING Funds Distributor, Inc. or by vote of holders of a majority of the Series' shares without the payment of any penalty.

ING Funds Distributor, LLC is a wholly owned subsidiary of ING Groep N.V. and is an affiliate of ING Investments.

DISTRIBUTION SERVICING ARRANGEMENTS

Series shares are distributed by ING Funds Distributor, LLC. The Series will offer shares only during the Offering Period. Shares of the Series are subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the Distribution Plan, ING Funds Distributor, LLC is paid an annual distribution fee at the rate of 0.25% of the average daily net assets of the shares of the Series. The distribution fee may be used to cover expenses incurred in promoting the sale of the shares, including (a) the costs of printing and distributing to prospective investors Prospectuses, statements of additional information and sales literature; (b) payments to investment professionals and other persons who provide support services in connection with the distribution of shares and other related services; (c) overhead and other distribution related expenses; and (d) accruals for interest on the amount of the foregoing expenses that exceed the distribution fee. ING Funds Distributor, LLC may reallow all or a portion of these fees to broker-dealers entering into selling agreements with it, including its affiliates.

ING Funds Distributor, LLC is required to report in writing to the Board at least quarterly on the amounts and purpose of any payment made under the Distribution Plan and any related agreements, as well as to furnish the Board with such other information as may reasonably be requested in order to enable the Board to make an informed determination whether the Plan should be continued. The terms and provisions of the Plan relating to required reports, term, and approval are consistent with the requirements of Rule 12b-1.

The Distribution Plan specifies that the Series must pay a distribution fee to ING Funds Distributor, LLC for its distribution-related activities, not as reimbursement for specific expenses incurred. Therefore, even if ING Funds Distributor, LLC's expenses exceed the distribution fee it receives, the Series will not be obligated to pay more than that fee. On the other hand, if ING Funds Distributor, LLC's expenses are less than such fee, ING Funds Distributor, LLC will retain its full fee and realize a profit.

The Distribution Plan continues from year to year, provided such continuance is approved annually by vote of the Board, including a majority of the independent Trustees. The Distribution Plan may not be amended to increase the amount to be spent for the services provided by ING Funds Distributor, LLC without shareholder approval. All amendments to the Distribution Plan must be approved by the Board in the manner described above. The Distribution Plan may be terminated at any time, without penalty, by vote of a majority of the independent Trustees upon not more than thirty (30) days notice to any other party to the Distribution Plan. All persons who are under common control with the Series could be deemed to have a financial interest in the Plan. No other interested person of the Series has a financial interest in the Plan.

In approving the Distribution Plan, the Board considered all the features of the distribution system, including 1) the advantage to investors in having no initial sales charges deducted from Series purchase payments and instead having the entire amount of their purchase payments immediately invested in Series shares, 2) the advantages to the shareholders of economies of scale resulting from growth in the assets of The ING GET Fund and potential continued growth, 3) the services provided to the Series and its shareholders by ING Funds Distributor, LLC, and 4) ING Funds Distributor, LLC's shareholder distribution-related expenses and costs.

ING Funds Distributor LLC, the Investment Adviser, Sub-Adviser, or any of their affiliates may make payments out of their own resources to securities dealers who have sold or who are expected to sell a significant amount of Series shares. In addition, payments may be made to securities dealers who agree to provide one or more of the following services which may result in the sale of Series shares:
preferential or increased access to its registered representatives, coverage or increased coverage of the funds in the ING Funds group, assignment of additional human and other resources in connection with sales of Series shares, and/or coverage or increased coverage of the ING Fund group in internal and/or external communications. Payments may be made on the basis of shares sold and/or the value of Series shares held by customers of the securities dealers.

DISCLOSURE OF THE FUND'S PORTFOLIO SECURITIES

The Fund is required by the SEC to file its complete portfolio holdings schedule with the SEC on a quarterly basis. This schedule is filed with the Fund's annual and semi-annual reports on Form N-CSR for the second and fourth fiscal quarters and on Form N-Q for the first and third fiscal quarters.

Other than in regulatory filings, the Fund may provide its complete portfolio holdings schedule to third parties when the Fund has a legitimate business purpose for doing so. Specifically, the Fund's disclosure of its portfolio holdings may include disclosure: to the Fund's auditors for use in providing audit opinions; to financial printers for the purpose of preparing Fund regulatory filings; for the purpose of due diligence regarding a merger or acquisition; to a new adviser or sub-adviser prior to the commencement of its management of the Fund; to rating agencies for use in developing a rating for the Fund; and to service providers, such as proxy-voting services providers and portfolio-management database providers, in connection with their providing services benefiting the Fund. In all instances of such disclosure, the receiving party is subject to confidentiality agreements with the Fund that restricts the use of such information.

In addition to the disclosure discussed above, the Fund compiles a Top Ten List composed of its ten largest holdings. This information is produced monthly and provided to third parties on the tenth day of each month. The "Top Ten" holdings information is as of the last day of the previous month. The Top Ten List also is provided in quarterly Fund descriptions that are included in the offering materials of variable life insurance products and variable annuity contracts.

If a third party requests specific, current information regarding the Fund's portfolio holdings, the Fund will refer the third party to the latest Top Ten List or the latest regulatory filing.

BROKERAGE ALLOCATION AND TRADING POLICIES

Subject to the supervision of the Board, the Sub-Adviser has responsibility for making investment decisions, for effecting the execution of

trades and for negotiating any brokerage commissions thereon. It is the Sub-Adviser's policy to obtain the best quality of execution available, giving attention to net price (including commissions where applicable), execution capability (including the adequacy of a firm's capital position), research and other services related to execution. The relative priority given to these factors will depend on all of the circumstances regarding a specific trade. The Sub-Adviser may also consider the sale of shares of registered investment companies advised by the Sub-Adviser as a factor in the selection of brokerage firms to execute the Series' portfolio transactions or in the designation of a portion of the commissions charged on those transactions to be paid to other broker-dealers, subject to the Sub-Adviser's duty to obtain best execution.

The Sub-Adviser receives a variety of brokerage and research services from brokerage firms in return for the execution by such brokerage firms of trades on behalf of the Series. These brokerage and research services include, but are not limited to, quantitative and qualitative research information and purchase and sale recommendations regarding securities and industries, analyses and reports covering a broad range of economic factors and trends, statistical data relating to the strategy and performance of the Series and other investment companies, services related to the execution of trades on behalf of the Series and advice as to the valuation of securities, the providing of equipment used to communicate research information and specialized consultations with Series personnel with respect to computerized systems and data furnished to the Series as a component of other research services. The Sub-Adviser considers the quantity and quality of such brokerage and research services provided by a brokerage firm along with the nature and difficulty of the specific transaction in negotiating commissions for trades in the Series' securities and may pay higher commission rates than the lowest available when it is reasonable to do so in light of the value of the brokerage and research services received generally or in connection with a particular transaction. The Sub-Adviser's policy in selecting a broker to effect a particular transaction is to seek to obtain "best execution," which means prompt and efficient execution of the transaction at the best obtainable price with payment of commissions which are reasonable in relation to the value of the services provided by the broker, taking into consideration research and brokerage services provided. When the trader believes that more than one broker can provide best execution, preference may be given to brokers that provide additional services to the Sub-Adviser.

Research services furnished by brokers through whom the Series effects securities transactions may be used by the Sub-Adviser in servicing all of its accounts; not all such services will be used by the Sub-Adviser to benefit the Series.

Consistent with federal law, the Sub-Adviser may obtain such brokerage and research services regardless of whether they are paid for (1) by means of commissions, or (2) by means of separate, non-commission payments. The Sub-Adviser's judgment as to whether and how it will obtain the specific brokerage and research services will be based upon its analysis of the quality of such services and the cost (depending upon the various methods of payment which may be offered by brokerage firms) and will reflect the Sub-Adviser's opinion as to which services and which means of payment are in the long-term best interests of the Series.

The Series and another advisory client of the Sub-Adviser or the Sub-Adviser itself, may desire to buy or sell the same security at or about the same time. In such a case, the purchases or sales (including initial public offerings or IPOs) will normally be aggregated, and then allocated as nearly as practicable on a pro rata basis in proportion to the amounts to be purchased or sold by each. In some cases the smaller orders will be filled first. In determining the amounts to be purchased and sold, the main factors to be considered are the respective investment objectives of the Series and the other accounts, the relative size of portfolio holdings of the same or comparable securities, availability of cash for investment, and the size of their respective investment commitments. Prices are averaged for aggregated trades.

CODE OF ETHICS

The Board adopted a policy allowing trades to be made between affiliated registered investment companies or series thereof provided they meet the terms of Rule 17a-7 under the 1940 Act.

The Series, ING Investments, ING Distributor, Inc. and ING IM each have adopted a Code of Ethics (in accordance with Rule 17j-1 under the 1940 Act). Each Code of Ethics allows personnel subject to that Code to invest in securities, including securities that may be purchased or held by the Series. However, it prohibits a person from taking advantage of Series trades or from acting on inside information.

PROXY VOTING PROCEDURES

The Fund's Board has adopted proxy voting procedures and guidelines to govern the voting of proxies relating to the Fund's portfolio securities. The procedures and guidelines delegate to the Adviser the authority to vote proxies relating to portfolio securities, and provide a method for responding to potential conflicts of interest. In delegating voting authority to the Adviser, the Board has also approved the Adviser's proxy voting procedures which require the Adviser to vote proxies in accordance with the Fund's proxy voting procedures and guidelines. An independent proxy voting service has been retained to assist in the voting of Fund proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. A copy of the proxy voting procedures and guidelines of the Fund, including the procedures of the Adviser, is attached hereto as Appendix A. Beginning on or about August 31, 2004, and no later than August 31st annually thereafter, information regarding how the Fund votes proxies relating to portfolio securities for the one year period ending June 30th will be made available through the ING Funds' website (www.ingfunds.com) or by accessing the SEC's EDGAR database (www.sec.gov).

PURCHASE AND REDEMPTION OF SHARES

Shares of the Series are purchased and redeemed at the NAV next determined after receipt of a purchase or redemption order in acceptable form as described in the Prospectus.

The value of shares redeemed may be more or less than a shareholder's cost, depending upon the market value of the portfolio securities at the time of redemption. Payment for shares redeemed will be made by the Series within seven days or the maximum period allowed by law, if shorter, after the redemption request is received by the Series or by the insurance company.

NET ASSET VALUE

As noted in the Prospectus, the NAV and offering price shares of each Series of the Fund will be determined once daily as of the close of regular trading on the New York Stock Exchange ("NYSE") (normally 4:00 p.m. Eastern time) during each day on which the NYSE is open for trading. As of the date of this SAI, the NYSE is closed on the following holidays: New Year's Day, Martin Luther King, Jr. Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day.

Portfolio securities listed or traded on a national securities exchange will be valued at the last reported sale price on the valuation day. Securities traded on an exchange for which there has been no sale that day and other securities traded in the over-the-counter market will be valued at the mean between the last reported bid and asked prices on the valuation day. Portfolio securities reported by NASDAQ will be valued at the NASDAQ Official Closing Price on the valuation day. In cases in which securities are traded on more than one exchange, the securities are valued on the exchange that is normally the primary market. Short-term obligations maturing in 60 days or less will generally be valued at amortized cost. This involves valuing a security at cost on the date of acquisition and thereafter assuming a constant accretion of a discount or amortization of a premium to maturity, regardless of the impact of fluctuating interest rates on the market value of the instrument. While this method provides certainty in valuation, it may result in periods during which value, as determined by amortized cost, is higher or lower than the price the Fund would receive if it sold the instrument. See "Net Asset Value" under the "Investments In, And Exchanges And Redemptions From, The Series" section of the Prospectus. The long-term debt obligations held in a Fund's portfolio will be valued at the mean between the most recent bid and asked prices as obtained from one or more dealers that make markets in the securities when over-the counter market quotations are readily available.

Securities and assets for which market quotations are not readily available (which may include certain restricted securities which are subject to limitations as to their sale) or are deemed unreliable are valued at their fair values as determined in good faith by or under the supervision of the Fund's Board, in accordance with methods that are specifically authorized by the Board. Securities traded on exchanges, including foreign exchanges, which close earlier than the time that the Fund calculates its NAV, may also be valued at their fair values as determined in good faith by or under the supervision of the Fund's Board, in accordance with methods that are specifically authorized by the Board. The valuation techniques applied in any specific instance may vary from case to case. With respect to a restricted security, for example, consideration is generally given to the cost of the investment, the market value of any unrestricted securities of the same class at the time of valuation, the potential expiration of restrictions on the security, the existence of any registration rights, the costs to the Fund related to registration of the security, as well as factors relevant to the issuer itself. Consideration may also be given to the price and extent of any public trading in similar securities of the issuer or comparable companies' securities.

The value of a foreign security traded on an exchange outside the United States is generally based on its price on the principal foreign exchange where it trades as of the time the Fund determines its NAV or if the foreign exchange closes prior to the time the Fund determines its NAV, the most recent closing price of the foreign security on its principal exchange. Trading in certain non-U.S. securities may not take place on all days on which the NYSE is open. Further, trading takes place in various foreign markets on days on which the NYSE is not open. Consequently, the calculation of a Fund's NAV may not take place contemporaneously with the determination of the prices of securities held by the Fund in foreign securities markets. Further, the value of a Fund's assets may be significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Fund. In calculating a Fund's NAV, foreign securities in foreign currency are converted to U.S. dollar equivalents.

If a significant event which is likely to impact the value of a foreign security held by a Fund occurs after the time at which the foreign market for such security closes but before the time that the Fund's NAV is calculated on any business day, such event may be taken into account in determining the fair value of such security at the time the Fund calculates its NAV. The Board has adopted procedures under which the fair value of a foreign security may, upon the occurrence of a significant event or if the closing value is deemed unreliable, be determined as of the time a Fund calculates its NAV. For these purposes, significant events after the close of trading on a foreign market may include, among others, securities trading in the U.S. and other markets, corporate announcements, natural and other disasters, and political and other events. Among other elements of analysis, the Board has authorized the use of one or more research services to assist with the determination of the fair value of foreign securities. A research service may use statistical analyses and quantitative models to help determine fair value as of the time a Fund calculates its NAV, and there can be no assurance that these analyses and/or models will accurately gauge the effect of subsequent events on closing price of a foreign security. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. The fair value assigned to a security may not represent the actual value that a Fund could obtain if it were to sell the security at the time of the close of the NYSE. Pursuant to procedures adopted by the Board, the Funds are not obligated to use the fair valuations suggested by any research service, and valuations provided by such research services may be overridden if other events have occurred, or if other fair valuations or the closing values are determined in good faith to be more accurate. Unless an event has occurred which constitutes a significant event under procedures adopted by the Board or unless closing prices are otherwise deemed unreliable, events affecting the values of portfolio securities that occur between the time of the close of the foreign market on which they are traded and the close of regular trading on the NYSE will not be reflected in a Fund's NAV per share.

Options on securities, currencies, futures and other financial instruments purchased by the Fund are valued at their last bid price in the case of listed options or at the average of the last bid prices obtained from dealers in the case of OTC options.

The fair value of other assets is added to the value of all securities positions to arrive at the value of the Fund's total assets. The Fund's liabilities, including accruals for expenses, are deducted from its total assets. Once the total value of the Fund's net assets is so determined, that value is then divided by the total number of shares outstanding (excluding treasury shares), and the result, rounded to the nearest cent, is the NAV per share.

In computing the NAV for the shares of a Series of the Fund, all Series-specific liabilities incurred or accrued are deducted from the Series' net assets. The resulting net assets are divided by the number of shares of the Series outstanding at the time of the valuation and the result (adjusted to the nearest cent) is the NAV per share.

TAX STATUS

The following is only a limited discussion of certain additional tax considerations generally affecting the Series. No attempt is made to present a detailed explanation of the tax treatment of the Series and no explanation is provided with respect to the tax treatment of any shareholder. The discussions here and in the Prospectus are not intended as substitutes for careful tax planning. Holders of variable annuity contracts must consult their contract prospectus, prospectus summary or disclosure statement for information concerning the federal income tax consequences of owning such contracts.

Qualification as a Regulated Investment Company

The Series has elected to be taxed as a regulated investment company under Subchapter M of the Code. If for any taxable year the Series does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) will be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions will be taxable to the shareholders as ordinary dividends to the extent of the Series' current and accumulated earnings and profits. Such distributions generally will be eligible for the dividends-received deduction in the case of corporate shareholders.

Qualification of Segregated Asset Accounts

Under Code section 817(h), a segregated asset account upon which a variable annuity contract is based must be "adequately diversified." A segregated asset account will be adequately diversified if it satisfies one of two alternative tests set forth in the Treasury Regulations. Specifically, the Treasury Regulations provide, that except as permitted by the "safe harbor" discussed below, as of the end of each calendar quarter (or within 30 days thereafter) no more than 55% of the Series' total assets may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments and no more than 90% by any four investments. For this purpose, all securities of the same issuer are considered a single investment, and while each U.S. Government agency and instrumentality is considered a separate issuer, a particular foreign government and its agencies, instrumentalities and political subdivisions may be considered the same issuer. As a safe harbor, a separate account will be treated as being adequately diversified if the diversification requirements under Subchapter M are satisfied and no more than 55% of the value of the account's total assets are cash and cash items, U.S. government securities and securities of other regulated investment companies.

For purposes of these alternative diversification tests, a segregated asset account investing in shares of a regulated investment company will be entitled to "look-through" the regulated investment company to its pro rata portion of the regulated investment company's assets, provided the regulated investment company satisfies certain conditions relating to the ownership of the shares.

Foreign Investments

Investment income from foreign securities may be subject to foreign taxes withheld at the source. It is impossible to determine the effective rate of foreign tax in advance since the amount of the Series' assets to be invested in various countries is not known.

Excise Tax on Regulated Investment Companies

A 4% non-deductible excise tax is imposed on the undistributed income of a regulated investment company that fails to distribute in each calendar year an amount equal to 98% of ordinary taxable income for the calendar year and 98% of capital gain net income for the one-year period ended on October 31 of such calendar year (or, at the election of a regulated investment company having a taxable year ending November 30 or December 31, for its taxable year). Tax-exempt interest on municipal obligations is not subject to the excise tax. The balance of such income must be distributed during the next calendar year. For the foregoing purposes, a regulated investment company is treated as having distributed any amount on which it is subject to income tax for any taxable year ending in such calendar year.

The Series intends to make sufficient distributions or deemed distributions of its ordinary taxable income and capital gain net income prior to the end of each calendar year to avoid liability for the excise tax. However, shareholders should note that the Series may in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability.

PERFORMANCE INFORMATION

Performance information for the Series including the total return may appear in reports or promotional literature to current or prospective shareholders.

Average Annual Total Return

Quotations of average annual total return for the Series will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in the Series over a period of one and five years (or, if the Series has not been in existence for such periods, up to the life of the Series), calculated pursuant to the formula:

P(1 + T)(raised to the Nth power) = ERV

Where:
P = a hypothetical initial payment of $1,000

T = an average annual total return

n = the number of years

ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the 1, 5, or 10 year period at the end of the 1, 5, or 10 year period (or fractional portion thereof).

Performance information for the Series may be compared, in reports and promotional literature, to: (a) the S&P 500 Index and/or the Lehman Brothers Aggregate Bond Index, or other indices (including, where appropriate, a blending of indices) that measure performance of a pertinent group of securities widely regarded by investors as representative of the securities markets in general;
(b) other groups of investment companies tracked by Morningstar or Lipper Analytical Services, widely used independent research firms that rank mutual funds and other investment companies by overall performance, investment objectives, and assets, or tracked by other services, companies, publications, or persons who rank such investment companies on overall performance or other criteria; and (c) the Consumer Price Index (measure for inflation) to assess the real rate of return from an investment in the Series.

APPENDIX A

ING FUNDS

PROXY VOTING PROCEDURES AND GUIDELINES
Effective as of July 10, 2003

As amended August 21, 2003 and November, 2003

I. INTRODUCTION

The following are the Proxy Voting Procedures and Guidelines (the "Procedures and Guidelines") of the ING Funds set forth on Exhibit 1 attached hereto and each portfolio or series thereof (each a "Fund" and collectively, the "Funds"). The purpose of these Procedures and Guidelines is to set forth the process by which each Fund will vote proxies related to the assets in its investment portfolio (the "portfolio securities"). The Procedures and Guidelines have been approved by each of the Funds' Boards of Trustees/Directors(1) (each a "Board" and collectively, the "Boards"), including a majority of the independent Trustees/Directors(2) of the Board. These Procedures and Guidelines may be amended only by the Board. The Board shall review these Procedures and Guidelines at its discretion, and make any revisions thereto as deemed appropriate by the Board.

II. VALUATION AND PROXY VOTING COMMITTEE

The Boards hereby delegate to the Valuation and Proxy Voting Committee of each Board (each a "Committee" and collectively, the "Committees") the authority and responsibility to oversee the implementation of these Procedures and Guidelines, and where applicable, to make determinations on behalf of the Board with respect to the voting of proxies on behalf of each Fund. Furthermore, the Boards hereby delegate to each Committee the authority to review and approve material changes to proxy voting procedures of any Fund's investment adviser (the "Adviser"). The Proxy Voting Procedures of the Adviser are attached hereto as Exhibit 2. Any determination regarding the voting of proxies of each Fund that is made by a Committee, or any member thereof, as permitted herein, shall be deemed to be a good faith determination regarding the voting of proxies by the

(1) Reference in these Procedures to one or more Funds shall, as applicable, mean those Funds that are under the jurisdiction of the particular Board or Valuation and Proxy Voting Committee at issue. No provision in these Procedures is intended to impose any duty upon the particular Board or Valuation and Proxy Voting Committee with respect to any other Fund.

(2) The independent Trustees/Directors are those Board members who are not "interested persons" within the meaning of Section 2(a)(19) the Investment Company Act of 1940.

full Board. Each Committee may rely on the Adviser through the Agent, Proxy Coordinator and/or Proxy Group (as such terms are defined below and in the Adviser's proxy voting procedures) to deal in the first instance with the application of these Procedures and Guidelines. Each Committee shall conduct itself in accordance with its charter.

III. DELEGATION OF VOTING RESPONSIBILITY

The Board hereby delegates to the Adviser to each Fund the authority and responsibility to vote all proxies with respect to all portfolio securities of each Fund in accordance with then current proxy voting procedures and guidelines that have been approved by the Board. The Board may revoke such delegation with respect to any proxy or proposal, and assume the responsibility of voting any Fund proxy or proxies as it deems appropriate. Non-material amendments to the Procedures and Guidelines may be approved for immediate implementation by the President or Chief Financial Officer of a Fund, subject to ratification at the next regularly scheduled meeting of the Valuation and Proxy Voting Committee.

When a Fund participates in the lending of its securities and the securities are on loan at record date, proxies related to such securities will not be forwarded to the Adviser by the Fund's custodian and therefore will not be voted.

When a Fund is a feeder in a master/feeder structure, proxies for the portfolio securities of the master fund will be voted pursuant to the master fund's proxy voting policies and procedures.

IV. APPROVAL AND REVIEW OF PROCEDURES

Each Fund's Adviser has adopted proxy voting procedures in connection with the voting of portfolio securities for the Funds as attached hereto in Exhibit 2. The Board hereby approves such procedures. All material changes to such procedures must be approved by the Board or the Valuation and Proxy Voting Committee prior to implementation; however, the President or Chief Financial Officer of a Fund may make such non-material changes as they deem appropriate, subject to ratification by the Board or the Valuation and Proxy Voting Committee at its next regularly scheduled meeting.

V. VOTING PROCEDURES AND GUIDELINES

The Guidelines which are set forth in Exhibit 3 hereto specify the manner in which the Funds generally will vote with respect to the proposals discussed therein.

A. Routine Matters

The Agent shall be instructed to submit a vote in accordance with the Guidelines where such Guidelines provide a clear "For", "Against" or "Abstain" on a

proposal. However, the Agent shall be directed to refer proxy proposals to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of the Guidelines is unclear, they appear to involve unusual or controversial issues, or an Investment Professional recommends a vote contrary to the Guidelines.

B. Matters Requiring Case-by-Case Consideration

The Agent shall be directed to refer proxy proposals accompanied by its written analysis and voting recommendation to the Proxy Coordinator where the Guidelines have noted a "case-by-case" consideration.

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or service.

The Proxy Coordinator will forward the Agent's analysis and recommendation and/or any research obtained from the Investment Professional(s), the Agent or any other source to the Proxy Group. The Proxy Group may consult with the Agent and/or Investment Professional(s), as it deems necessary.

1. Votes in Accordance with Agent Recommendation

In the event the Proxy Group recommends a vote in accordance with the Agent's recommendation, the Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in accordance with the Agent's recommendation.

2. Non-Votes

The Proxy Group may recommend that a Fund refrain from voting under the following circumstances: (1) if the economic effect on shareholders' interests or the value of the portfolio holding is indeterminable or insignificant or (2) if the cost of voting a proxy outweighs the benefits, e.g., certain international proxies. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy.

3. Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, or Where No Recommendation is Provided by Agent.

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, or if the Agent has made no recommendation and the Procedures and Guidelines are silent, the Proxy Coordinator will then

request that each member of the Proxy Group and each Investment Professional participating in the voting process provide a Conflicts Report (as such term is defined for purposes of the Adviser's proxy voting procedures).

If Counsel determines that a conflict of interest appears to exist with respect to any member of the Proxy Group or the relevant Investment Professional(s), the Proxy Coordinator will then call a meeting of the Valuation and Proxy Voting Committee and forward to such committee all information relevant to their review, including the following materials or a summary thereof: the applicable Procedures and Guidelines, the recommendation of the Agent where applicable, the recommendation of the Investment Professional(s), where applicable, any resources used by the Proxy Group in arriving at its recommendation, the Conflicts Report and any other written materials establishing whether a conflict of interest exists, and findings of Counsel (as such term is defined for purposes of the Adviser's proxy voting procedures).

If Counsel determines that there does not appear to be a conflict of interest with respect to any member of the Proxy Group or the relevant Investment Professional(s), the Proxy Coordinator will instruct the Agent to vote the proxy as recommended by the Proxy Group.

4. Referrals to a Fund's Valuation and Proxy Voting Committee

A Fund's Valuation and Proxy Voting Committee may consider all recommendations, analysis, research and Conflicts Reports provided to it by the Agent, Proxy Group and/or Investment Professional(s), and any other written materials used to establish whether a conflict of interest exists, in determining how to vote the proxies referred to the Committee. The Committee will instruct the Agent through the Proxy Coordinator how to vote such referred proposals.

The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund's Valuation and Proxy Voting Committee, all applicable recommendations, analysis, research and Conflicts Reports.

VI. CONFLICTS OF INTEREST

In all cases in which a vote has not been clearly determined in advance by the Procedures and Guidelines or for which the Proxy Group recommends a vote contrary to the Procedures and Guidelines, or contrary to the recommendation of the Agent, or where the Procedures and Guidelines are silent and the Agent has made no recommendation, and Counsel has determined that a conflict of interest appears to exist with respect to any member of the Proxy Group or any Investment Professional participating in the voting

process, the proposal shall be referred to the Fund's Valuation and Proxy Voting Committee for determination so that the Adviser shall have no opportunity to vote a Fund's proxy in a situation in which it may be deemed to have a conflict of interest.

VII. REPORTING AND RECORD RETENTION

Beginning in August 2004, on an annual basis, each Fund will post its proxy voting record or a link thereto for the prior one-year period ending on June 30th on the ING Funds website. The proxy voting record posted for any Fund that is a feeder in a master/feeder structure will be that of the master fund. The proxy voting record for each Fund will also be available in the EDGAR database on the SEC's website.

EXHIBIT 1
TO THE
ING FUNDS
PROXY VOTING PROCEDURES

ING EQUITY TRUST
ING FUNDS TRUST
ING INVESTMENT FUNDS, INC.
ING INVESTORS TRUST
ING MAYFLOWER TRUST
ING MUTUAL FUNDS
ING PRIME RATE TRUST
ING SENIOR INCOME FUND
ING VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
ING VP EMERGING MARKETS FUND, INC.
ING VP NATURAL RESOURCES TRUST
USLICO SERIES FUND

Effective as of July 10, 2003

EXHIBIT 2
TO THE
ING FUNDS
PROXY VOTING PROCEDURES

ING INVESTMENTS, LLC,
DIRECTED SERVICES, INC.
AND
ING LIFE INSURANCE AND ANNUITY COMPANY

PROXY VOTING PROCEDURES
Effective as of July 10, 2003

I. INTRODUCTION

ING Investments, LLC, Directed Services, Inc. and ING Life Insurance and Annuity Company (each an "Adviser" and collectively, the "Advisers") are the investment advisers for the registered investment companies and each series or portfolio thereof (each a "Fund" and collectively, the "Funds") comprising the ING family of funds. As such, the Advisers have been delegated the authority to vote proxies with respect to securities for the Funds over which they have day-to-day portfolio management responsibility.

The Advisers will abide by the proxy voting guidelines adopted by a Fund's respective Board of Directors or Trustees (each a "Board" and collectively, the "Boards") with regard to the voting of proxies unless otherwise provided in the proxy voting procedures adopted by a Fund's Board.

In voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote proxies in the manner that it believes will do the most to maximize shareholder value.

The following are the Proxy Voting Procedures of ING Investments, LLC, Directed Services, Inc. and ING Life Insurance and Annuity Company with respect to the voting of proxies on behalf of their client Funds as approved by the respective Board of each Fund.

Unless otherwise noted, proxies will be voted in all instances.

II. ROLES AND RESPONSIBILITIES

A. Proxy Coordinator

The Proxy Coordinator identified in Appendix 1 will assist in the coordination of the voting of each Fund's proxies in accordance with the ING Funds Proxy Voting Procedures and Guidelines ("Procedures and Guidelines"). The Proxy Coordinator is authorized to direct the Agent to vote a Fund's proxy in accordance with the Procedures and Guidelines unless the Proxy Coordinator receives a recommendation from an Investment Professional (as described below) to vote contrary to the Procedures and Guidelines. In such event, the proxy Coordinator will call a meeting of the Proxy Group.

B. Agent

An independent proxy voting service (the "Agent"), as approved by the Board of each Fund, shall be engaged to assist in the voting of Fund proxies through the provision of vote analysis, implementation, recordkeeping and disclosure services. The Agent is responsible for coordinating with the Funds' custodians to ensure that all proxy materials received by the custodians relating to the portfolio securities are processed in a timely fashion. To the extent applicable, the Agent is required to vote and/or refer all proxies in accordance with these Procedures. The Agent will retain a record of all proxy votes handled by the Agent. Such record must reflect all the information required to be disclosed in a Fund's Form N-PX pursuant to Rule 30b1-4 under the Investment Company Act. In addition, the Agent is responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to the Adviser upon request.

The Agent shall be instructed to vote all proxies in accordance with the ING Funds' Guidelines, except as otherwise instructed through the Proxy Coordinator by the Adviser's Proxy Group, or a Fund's Valuation and Proxy Voting Committee.

The Agent shall be instructed to obtain all proxies from the Funds' custodians and to review each proxy proposal against the Guidelines. The Agent also shall be requested to call the Proxy Coordinator's attention to specific proxy proposals that although governed by the Guidelines appear to involve unusual or controversial issues.

C. Proxy Group

The Adviser shall establish a Proxy Group (the "Proxy Group") which shall assist in the review of the Agent's recommendations when a proxy voting issue is referred to the Group through the Proxy Coordinator. The members of the Proxy

Group, which may include employees of the Advisers' affiliates, are identified in Appendix 1, as may be amended from time at the Advisers' discretion.

A minimum of four (4) members of the Proxy Group (or three (3) if one member of the quorum is either the Fund's Chief Investment Risk Officer or Chief Financial Officer) shall constitute a quorum for purposes of taking action at any meeting of the Group. The vote of a simple majority of the members present and voting shall determine any matter submitted to a vote. The Proxy Group may meet in person or by telephone. The Proxy Group also may take action via electronic mail in lieu of a meeting, provided that each Group member has received a copy of any relevant electronic mail transmissions circulated by each other participating Group member prior to voting and provided that the Proxy Coordinator follows the directions of a majority of a quorum (as defined above) responding via electronic mail. For all votes taken in person or by telephone or teleconference, the vote shall be taken outside the presence of any person other than the members of the Proxy Group.

A meeting of the Proxy Group will be held whenever the Proxy Coordinator receives a recommendation from an Investment Professional to vote a Fund's proxy contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, or if the Agent has made no recommendation with respect to a vote on a proposal.

For each proposal referred to the Proxy Group, it will review (1) the Procedures and Guidelines, (2) the recommendation of the Agent, if any,
(3) the recommendation of the Investment Professional(s) and (4) any other resources that the Proxy Group deems appropriate to aid in a determination of a recommendation.

If the Proxy Group recommends that a Fund vote in accordance with the Procedures and Guidelines, or the recommendation of the Agent, where applicable, it shall instruct the Proxy Coordinator to so advise the Agent.

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, it shall follow the procedures for such voting as established by a Fund's Board.

D. Investment Professionals

The Funds' Advisers, sub-advisers and/or portfolio managers (referred to herein as "Investment Professionals") may be asked to submit a recommendation to the Proxy Group regarding the voting of proxies related to the portfolio securities over which they have day-to-day portfolio management responsibility. The Investment Professionals may accompany their recommendation with any other research materials that they deem appropriate.

III. VOTING PROCEDURES

A. In all cases, the Adviser shall follow the voting procedures as set forth in the Procedures and Guidelines of the Fund on whose behalf the Adviser is exercising delegated authority to vote.

B. Routine Matters

The Agent shall be instructed to submit a vote in accordance with the Guidelines where such Guidelines provide a clear "For", "Against" or "Abstain" on a proposal. However, the Agent shall be directed to refer proxy proposals to the Proxy Coordinator for instructions as if it were a matter requiring case-by-case consideration under circumstances where the application of the Guidelines is unclear.

C. Matters Requiring Case-by-Case Consideration

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or service.

1. Votes in Accordance with Agent Recommendation

2. Non-Votes

e.g., certain international proxies. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy.

3. Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, or Where No Recommendation is Provided by Agent.

4. The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund's Valuation and Proxy Voting Committee, all applicable recommendations, analysis, research and Conflicts Reports.

IV. CONFLICTS OF INTEREST

In connection with their participation in the voting process for portfolio securities, each member of the Proxy Group and each Investment Professional participating in the voting process must act solely in the best interests of the beneficial owners of the applicable Fund. The members of the Proxy Group may not subordinate the interests of the Fund's beneficial owners to unrelated objectives.

For all matters for which the Proxy Group recommends a vote contrary to Procedures and Guidelines, or the recommendation of the Agent, where applicable, or where the Agent has made no recommendation and the Procedures and Guidelines are silent, the Proxy Coordinator will implement the procedures for handling such votes as adopted by the Fund's Board, including completion of such Conflicts Reports as may be required under the Fund's procedures. Completed Conflicts Reports shall be provided to the Proxy Coordinator within two (2) business days. Such Conflicts Report should describe any known conflicts of either a business or personal nature, and set forth any contacts with respect to the referral item with non-investment personnel in its organization or with outside parties (except for routine communications from proxy solicitors). The Conflicts Report should also include written confirmation that any recommendation from an Investment Professional provided under circumstances where a conflict of interest exists was made solely on the investment merits and without regard to any other consideration.

The Proxy Coordinator shall forward all Conflicts Reports to a member of the mutual funds practice group of ING US Legal Services ("Counsel") for review. Counsel shall review each report and provide the Proxy Coordinator with a brief statement regarding whether or not a material conflict of

interest is present. Matters as to which a conflict of interest is deemed to be present shall be handled as provided in the Fund's Procedures and Guidelines.

V. REPORTING AND RECORD RETENTION

The Adviser shall maintain the records required by Rule 204-2(c)(2), as may be amended from time to time, including the following: (1) A copy of each proxy statement received regarding a Fund's portfolio securities. Such proxy statements received from issuers are available either in the SEC's EDGAR database or are kept by the Agent and are available upon request. (2) A record of each vote cast on behalf of a Fund. (3) A copy of any document created by the Adviser that was material to making a decision how to vote a proxy, or that memorializes the basis for that decision. (4) A copy of written requests for Fund proxy voting information and any written response thereto or to any oral request for information on how the Adviser voted proxies on behalf of a Fund. All proxy voting materials and supporting documentation will be retained for a minimum of six (6) years.

APPENDIX 1
TO THE
ADVISERS' PROXY VOTING PROCEDURES

PROXY GROUP FOR REGISTERED INVESTMENT COMPANY CLIENTS OF ING INVESTMENTS, LLC, DIRECTED SERVICES, INC. AND ING LIFE INSURANCE AND ANNUITY COMPANY:

       NAME                                                 TITLE OR AFFILIATION
       ----                                                 --------------------
Stanley D. Vyner                      Chief Investment Risk Officer and Executive Vice President of ING
                                      Investments, LLC

Karla J. Bos                          Acting Proxy Coordinator

Kimberly A. Anderson                  Senior Vice President and Assistant Secretary, ING Investments, LLC

Maria Anderson                        Assistant Vice President - Manager Fund Compliance of ING Funds Services,
                                      LLC

Michael J. Roland                     Executive Vice President and Chief Financial Officer of ING Investments, LLC

Theresa K. Kelety, Esq.               Counsel, ING Americas US Legal Services

Effective as of July 10, 2003

EXHIBIT 3
TO THE
ING FUNDS PROXY VOTING PROCEDURES

PROXY VOTING GUIDELINES OF THE ING FUNDS
Effective as of July 10, 2003

As amended August 21, 2003 and November 11, 2003

I. INTRODUCTION

The following is a statement of the proxy voting Guidelines that have been adopted by the respective Boards of Directors or Trustees of each Fund.

Proxies must be voted in the best interest of the Fund. The Guidelines summarize the Funds' positions on various issues of concern to investors, and give a general indication of how Fund portfolio securities will be voted on proposals dealing with particular issues. The Guidelines are not exhaustive and do not include all potential voting issues.

The Advisers, in exercising their delegated authority, will abide by the Guidelines as outlined below with regard to the voting of proxies except as otherwise provided in the Procedures. In voting proxies, the Advisers are guided by general fiduciary principles. Each must act prudently, solely in the interest of the beneficial owners of the Funds it manages. The Advisers will not subordinate the interest of beneficial owners to unrelated objectives. Each Adviser will vote proxies in the manner that it believes will do the most to maximize shareholder value.

II. GUIDELINES

The following Guidelines are grouped according to the types of proposals generally presented to shareholders of U.S. issuers: Board of Directors, Proxy Contests, Auditors, Proxy Contest Defenses, Tender Offer Defenses, Miscellaneous Governance Provisions, Capital Structure, Executive and Director Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies and Social and Environmental Issues. An additional section addresses proposals most frequently found in Global Proxies.

In all cases where "case-by-case" consideration is noted, it shall be the policy of the Funds to vote in accordance with the recommendation provided by the Funds' Agent, Institutional Shareholder Services, Inc. Such policy may be overridden in any case pursuant to the procedures outlined herein.

1. THE BOARD OF DIRECTORS

VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS

Votes on director nominees should be made on a CASE-BY-CASE basis.

SEPARATING CHAIRMAN AND CEO

Vote on a CASE-BY-CASE basis shareholder proposals requiring that the positions of chairman and CEO be held separately.

PROPOSALS SEEKING A MAJORITY OF INDEPENDENT DIRECTORS

Evaluate on a CASE-BY-CASE basis shareholder proposals asking that a majority of directors be independent. Vote FOR shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors.

STOCK OWNERSHIP REQUIREMENTS

Generally, vote AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.

TERM OF OFFICE

Generally, vote AGAINST shareholder proposals to limit the tenure of outside directors.

AGE LIMITS

Generally, vote AGAINST shareholder proposals to impose a mandatory retirement age for outside directors.

DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY PROTECTION

Proposals on director and officer indemnification and liability protection should be evaluated on a CASE-BY-CASE basis, using Delaware law as the standard. Vote AGAINST proposals to limit or eliminate entirely directors' and officers' liability for monetary damages for violating the duty of care. Vote AGAINST indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness. Vote FOR only those proposals providing such expanded coverage in cases when a director's or officer's legal defense was unsuccessful if:

(1) The director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and

(2) Only if the director's legal expenses would be covered.

2. PROXY CONTESTS

VOTING FOR DIRECTOR NOMINEES IN CONTESTED ELECTIONS

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis.

REIMBURSE PROXY SOLICITATION EXPENSES

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

3. AUDITORS

RATIFYING AUDITORS

Generally, vote FOR proposals to ratify auditors.

NON-AUDIT SERVICES

Consider on a CASE-BY-CASE basis proposals to approve auditors when total non-audit fees exceed the total of audit fees, audit-related fees and permissible tax fees.

AUDITOR INDEPENDENCE

Generally, vote AGAINST shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).

AUDIT FIRM ROTATION (SHAREHOLDER PROPOSALS):

Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.

4. PROXY CONTEST DEFENSES

BOARD STRUCTURE: STAGGERED VS. ANNUAL ELECTIONS

Generally, vote AGAINST proposals to classify the board.

Generally, vote FOR proposals to repeal classified boards and to elect all directors annually.

SHAREHOLDER ABILITY TO REMOVE DIRECTORS

Generally, vote AGAINST proposals that provide that directors may be removed only for cause.

Generally, vote FOR proposals to restore shareholder ability to remove directors with or without cause.

Generally, vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

Generally, vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

CUMULATIVE VOTING

Generally, vote AGAINST proposals to eliminate cumulative voting.

Vote proposals to restore or permit cumulative voting on a CASE-BY-CASE basis relative to the company's other governance provisions.

SHAREHOLDER ABILITY TO CALL SPECIAL MEETINGS

Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

Generally, vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

SHAREHOLDER ABILITY TO ACT BY WRITTEN CONSENT

Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

Generally, vote FOR proposals to allow or make easier shareholder action by written consent.

SHAREHOLDER ABILITY TO ALTER THE SIZE OF THE BOARD

Review on a CASE-BY-CASE basis proposals that seek to fix the size of the board.

Review on a CASE-BY-CASE basis proposals that give management the ability to alter the size of the board without shareholder approval.

5. TENDER OFFER DEFENSES

POISON PILLS

Generally, vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification.

Review on a CASE-BY-CASE basis shareholder proposals to redeem a company's poison pill.

Review on a CASE-BY-CASE basis management proposals to ratify a poison pill.

FAIR PRICE PROVISIONS

Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis.

Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

GREENMAIL

Generally, vote FOR proposals to adopt antigreenmail charter of bylaw amendments or otherwise restrict a company's ability to make greenmail payments.

Review on a CASE-BY-CASE basis antigreenmail proposals when they are bundled with other charter or bylaw amendments.

PALE GREENMAIL

Review on a CASE-BY-CASE basis restructuring plans that involve the payment of pale greenmail.

UNEQUAL VOTING RIGHTS

Generally, vote AGAINST dual-class exchange offers.

Generally, vote AGAINST dual-class recapitalizations.

SUPERMAJORITY SHAREHOLDER VOTE REQUIREMENT TO AMEND THE CHARTER OR BYLAWS

Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.

Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.

SUPERMAJORITY SHAREHOLDER VOTE REQUIREMENT TO APPROVE MERGERS

Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

WHITE SQUIRE PLACEMENTS

Generally, vote FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.

6. MISCELLANEOUS GOVERNANCE PROVISIONS

CONFIDENTIAL VOTING

Generally, vote FOR shareholder proposals that request companies to adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows:

- In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy.

- If the dissidents agree, the policy remains in place.

- If the dissidents do not agree, the confidential voting policy is waived.

Generally, vote FOR management proposals to adopt confidential voting.

EQUAL ACCESS

Generally, vote FOR shareholder proposals that would allow significant company shareholders (defined as those holding more than $5 million in securities of the company in question) equal access to management's proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.

BUNDLED PROPOSALS

Review on a CASE-BY-CASE basis bundled or "conditioned" proxy proposals.

SHAREHOLDER ADVISORY COMMITTEES

Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.

7. CAPITAL STRUCTURE

COMMON STOCK AUTHORIZATION

Review proposals to increase the number of shares of common stock authorized for issue on a CASE-BY-CASE basis.

Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual-class capitalization structures.

STOCK DISTRIBUTIONS: SPLITS AND DIVIDENDS

Generally, vote FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance given a company's industry and performance in terms of shareholder returns.

REVERSE STOCK SPLITS

Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split.

PREFERRED STOCK

Generally, vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights ("blank check" preferred stock).

Generally, vote FOR proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense.

Generally, vote FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company's industry and performance in terms of shareholder returns.

SHAREHOLDER PROPOSALS REGARDING BLANK CHECK PREFERRED STOCK

Generally, vote FOR shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.

ADJUSTMENTS TO PAR VALUE OF COMMON STOCK

Generally, vote FOR management proposals to reduce the par value of common stock.

PREEMPTIVE RIGHTS

Review on a CASE-BY-CASE basis shareholder proposals that seek preemptive rights. In evaluating proposals on preemptive rights, consider the size of a company and the characteristics of its shareholder base.

DEBT RESTRUCTURINGS

Review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.

SHARE REPURCHASE PROGRAMS

Generally, vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

TRACKING STOCK

Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis.

8. EXECUTIVE AND DIRECTOR COMPENSATION

Votes with respect to compensation plans should be determined on a CASE-BY-CASE basis.

MANAGEMENT PROPOSALS SEEKING APPROVAL TO REPRICE OPTIONS

Generally, vote AGAINST management proposals seeking approval to reprice options.

DIRECTOR COMPENSATION

Votes on stock-based plans for directors are made on a CASE-BY-CASE basis.

EMPLOYEE STOCK PURCHASE PLANS

Votes on employee stock purchase plans should be made on a CASE-BY-CASE basis.

OBRA-RELATED COMPENSATION PROPOSALS:

AMENDMENTS THAT PLACE A CAP ON ANNUAL GRANTS OR AMEND ADMINISTRATIVE
FEATURES

Generally, vote FOR plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.

AMENDMENTS TO ADD PERFORMANCE-BASED GOALS

Generally, vote FOR amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

AMENDMENTS TO INCREASE SHARES AND RETAIN TAX DEDUCTIONS UNDER OBRA

Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of
Section 162(m) should be evaluated on a CASE-BY-CASE basis.

APPROVAL OF CASH OR CASH-AND-STOCK BONUS PLANS

Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA.

SHAREHOLDER PROPOSALS TO LIMIT EXECUTIVE AND DIRECTOR PAY

Generally, vote FOR shareholder proposals that seek additional disclosure of executive and director pay information.

Review on a CASE-BY-CASE basis all other shareholder proposals that seek to limit executive and director pay.

GOLDEN AND TIN PARACHUTES

Generally, vote FOR shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.

Review on a CASE-BY-CASE basis all proposals to ratify or cancel golden or tin parachutes.

EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)

Generally, vote FOR proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is "excessive" (i.e., generally greater than five percent of outstanding shares).

401(k) EMPLOYEE BENEFIT PLANS

Generally, vote FOR proposals to implement a 401(k) savings plan for employees.

EXPENSING OF STOCK OPTIONS

Consider shareholder proposals to expense stock options on a CASE-BY-CASE basis.

9. STATE OF INCORPORATION

VOTING ON STATE TAKEOVER STATUTES

Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, antigreenmail provisions, and disgorgement provisions).

VOTING ON REINCORPORATION PROPOSALS

Proposals to change a company's state of incorporation should be examined on a CASE-BY-CASE basis.

10. MERGERS AND CORPORATE RESTRUCTURINGS

MERGERS AND ACQUISITIONS

Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis.

CORPORATE RESTRUCTURING

Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyouts, spinoffs, liquidations, and asset sales should be considered on a CASE-BY-CASE basis.

SPINOFFS

Votes on spinoffs should be considered on a CASE-BY-CASE basis.

ASSET SALES

Votes on asset sales should be made on a CASE-BY-CASE basis.

LIQUIDATIONS

Votes on liquidations should be made on a CASE-BY-CASE basis.

ADJOURNMENT

Generally, vote FOR proposals to adjourn a meeting to provide additional time for vote solicitation when the primary proposal is also voted FOR.

APPRAISAL RIGHTS

Generally, vote FOR proposals to restore, or provide shareholders with, rights of appraisal.

CHANGING CORPORATE NAME

Generally, vote FOR changing the corporate name.

11. MUTUAL FUND PROXIES

ELECTION OF DIRECTORS

Vote the election of directors on a CASE-BY-CASE basis.

CONVERTING CLOSED-END FUND TO OPEN-END FUND

Vote conversion proposals on a CASE-BY-CASE basis.

PROXY CONTESTS

Vote proxy contests on a CASE-BY-CASE basis.

INVESTMENT ADVISORY AGREEMENTS

Vote the investment advisory agreements on a CASE-BY-CASE basis.

APPROVING NEW CLASSES OR SERIES OF SHARES

Generally, vote FOR the establishment of new classes or series of shares.

PREFERRED STOCK PROPOSALS

Vote the authorization for or increase in preferred shares on a CASE-BY-CASE basis.

1940 ACT POLICIES

Vote these proposals on a CASE-BY-CASE basis.

CHANGING A FUNDAMENTAL RESTRICTION TO A NONFUNDAMENTAL RESTRICTION

Vote these proposals on a CASE-BY-CASE basis.

CHANGE FUNDAMENTAL INVESTMENT OBJECTIVE TO NONFUNDAMENTAL

Generally, vote AGAINST proposals to change a fund's fundamental investment objective to nonfundamental.

NAME RULE PROPOSALS

Vote these proposals on a CASE-BY-CASE basis.

DISPOSITION OF ASSETS/TERMINATION/LIQUIDATION

Vote these proposals on a CASE-BY-CASE basis.

CHANGES TO THE CHARTER DOCUMENT

Vote changes to the charter document on a CASE-BY-CASE basis.

CHANGING THE DOMICILE OF A FUND

Vote reincorporations on a CASE-BY-CASE basis.

CHANGE IN FUND'S SUBCLASSIFICATION

Vote these proposals on a CASE-BY-CASE basis.

AUTHORIZING THE BOARD TO HIRE AND TERMINATE SUBADVISORS WITHOUT SHAREHOLDER APPROVAL

Generally, vote FOR these proposals.

DISTRIBUTION AGREEMENTS

Vote these proposals on a CASE-BY-CASE basis.

MASTER-FEEDER STRUCTURE

Generally, vote FOR the establishment of a master-feeder structure.

CHANGES TO THE CHARTER DOCUMENT

Vote changes to the charter document on a CASE-BY-CASE basis.

MERGERS

Vote merger proposals on a CASE-BY-CASE basis.

ESTABLISH DIRECTOR OWNERSHIP REQUIREMENT

Generally, vote AGAINST shareholder proposals for the establishment of a director ownership requirement.

REIMBURSE SHAREHOLDER FOR EXPENSES INCURRED

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

TERMINATE THE INVESTMENT ADVISOR

Vote to terminate the investment advisor on a CASE-BY-CASE basis.

12. SOCIAL AND ENVIRONMENTAL ISSUES

These issues cover a wide range of topics, including consumer and public safety, environment and energy, general corporate issues, labor standards and human rights, military business, and workplace diversity.

In general, vote CASE-BY-CASE. While a wide variety of factors goes into each analysis, the overall principal guiding all vote recommendations focuses on how the proposal will enhance the economic value of the company.

13. GLOBAL PROXIES

While a number of the foregoing Guidelines may be applied to both U.S. and global proxies, the following provide for the differing regulatory and legal requirements, market practices and political and economic systems existing in various global markets.

ROUTINE MANAGEMENT PROPOSALS

Generally, vote FOR the following and other similar routine management proposals:

o the opening of the shareholder meeting
o that the meeting has been convened under local regulatory requirements
o the presence of quorum
o the agenda for the shareholder meeting
o the election of the chair of the meeting
o the appointment of shareholders to co-sign the minutes of the meeting
o regulatory filings (e.g., to effect approved share issuances)
o the designation of inspector or shareholder representative(s) of minutes of meeting
o the designation of two shareholders to approve and sign minutes of meeting
o the allowance of questions
o the publication of minutes
o the closing of the shareholder meeting

DISCHARGE OF MANAGEMENT/SUPERVISORY BOARD MEMBERS

Generally, vote FOR management proposals seeking the discharge of management and supervisory board members, unless there is concern about the past actions of the company's auditors or directors or legal action is being taken against the board by other shareholders.

DIRECTOR REMUNERATION

Consider director compensation plans on a CASE-BY-CASE basis. Generally, vote FOR proposals to approve the remuneration of directors as long as the amount is not excessive and there is no evidence of abuse.

APPROVAL OF FINANCIAL STATEMENTS AND DIRECTOR AND AUDITOR REPORTS

Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless there is concern about the company's financial accounts and reporting.

REMUNERATION OF AUDITORS

Generally, vote FOR proposals to authorize the board to determine the remuneration of auditors, unless there is evidence of excessive compensation relative to the size and nature of the company.

INDEMNIFICATION OF AUDITORS
Generally, vote AGAINST proposals to indemnify auditors.

ALLOCATION OF INCOME AND DIVIDENDS

Generally, vote FOR management proposals concerning allocation of income and the distribution of dividends, unless the amount of the distribution is consistently and unusually small or large.

STOCK (SCRIP) DIVIDEND ALTERNATIVES

Generally, vote FOR most stock (scrip) dividend proposals, but vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

DEBT ISSUANCE REQUESTS

When evaluating a debt issuance request, the issuing company's present financial situation is examined. The main factor for analysis is the company's current debt-to-equity ratio, or gearing level. A high gearing level may incline markets and financial analysts to downgrade the company's bond rating, increasing its investment risk factor in the process. A gearing level up to 100 percent is considered acceptable.

Generally, vote FOR debt issuances for companies when the gearing level is between zero and 100 percent. Review on a CASE-BY-CASE basis proposals where the issuance of debt will result in the gearing level being greater than 100 percent, comparing any such proposed debt issuance to industry and market standards.

FINANCING PLANS

Generally, vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.

RELATED PARTY TRANSACTIONS

Consider related party transactions on a CASE-BY-CASE basis. Generally, vote FOR approval of such transactions unless the agreement requests a strategic move outside the company's charter or contains unfavorable terms.

CAPITALIZATION OF RESERVES

Generally, vote FOR proposals to capitalize the company's reserves for bonus issues of shares or to increase the par value of shares.

ARTICLE AMENDMENTS

Review on a CASE-BY-CASE basis all proposals seeking amendments to the articles of association.

Generally, vote FOR an article amendment if:

o it is editorial in nature;

o shareholder rights are protected;

o there is negligible or positive impact on shareholder value;

o management provides adequate reasons for the amendments; and

o the company is required to do so by law (if applicable).

Statement of Additional Information

ING GET U.S. CORE PORTFOLIO

SERIES 8

STATEMENT OF ADDITIONAL INFORMATION DATED [ ], 2005

This Statement of Additional Information ("SAI") is not a prospectus and should be read in conjunction with the current Prospectus for ING GET U.S. Core Portfolio ("Portfolio"), Series 8 ("Series"). Capitalized terms not defined herein are used as defined in the Prospectus. The Offering Period for Series 8 begins on March 9, 2005 and continues through June 7, 2005. ING Variable Insurance Trust ("Fund") is authorized to issue multiple series of shares, each representing a diversified portfolio of investments with different investment objectives, policies and restrictions. This SAI applies to the Series.

A free copy of the Series 8 Prospectus is available upon request by writing to the Portfolio at: P.O. Box 9271, Des Moines, IA 50306-9271, or by calling (800) 531-4547.

TABLE OF CONTENTS

GENERAL INFORMATION..........................................................      1
INVESTMENT OBJECTIVE AND RESTRICTIONS........................................      2
INVESTMENT TECHNIQUES AND RISK FACTORS.......................................      3
OTHER CONSIDERATIONS.........................................................      8
THE ASSET ALLOCATION PROCESS.................................................      8
MANAGEMENT OF THE PORTFOLIO..................................................      9
TRUSTEE OWNERSHIP OF SECURITIES..............................................     17
COMPENSATION OF TRUSTEES.....................................................     18
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS...................................     18
INVESTMENT MANAGEMENT AGREEMENT..............................................     18
THE SUBADVISORY AGREEMENT....................................................     19
ADMINISTRATIVE SERVICES AGREEMENT............................................     19
EXPENSE LIMITATION AGREEMENT.................................................     20
CUSTODIAN....................................................................     20
TRANSFER AGENT...............................................................     20
INDEPENDENT AUDITORS.........................................................     20
PRINCIPAL UNDERWRITER........................................................     20
DISTRIBUTION SERVICING ARRANGEMENTS..........................................     21
DISCLOSURE OF THE FUND'S PORTFOLIO SECURITIES................................     21
BROKERAGE ALLOCATION AND TRADING POLICIES....................................     21
PROXY VOTING PROCEDURES......................................................     22
PURCHASE AND REDEMPTION OF SHARES............................................     22
NET ASSET VALUE..............................................................     23
TAX STATUS...................................................................     23
PERFORMANCE INFORMATION......................................................     24

GENERAL INFORMATION

On April 5, 2002, the name of the Fund was changed from Pilgrim Variable Insurance Trust Fund to ING Variable Insurance Trust.

INVESTMENT OBJECTIVE AND RESTRICTIONS

The investment objective for the Series is to achieve maximum total return and minimal exposure of the Series assets to a market value loss by participating, to the extent possible, in favorable equity market performance during the Guarantee Period. The Series will pursue its objective during a specified seven year period, the "Guarantee Period," from June 8, 2005 through [June 7, 2012] for Series 6 ("Maturity Date"). In seeking to achieve its investment objective, the Series has adopted the following restrictions which are matters of fundamental policy and cannot be changed without approval by the holders of the lesser of: (i) 67% of the shares of the Series present or represented at a shareholders' meeting at which the holders of more than 50% of such shares are present or represented; or (ii) more than 50% of the outstanding shares of the Series.

As a matter of fundamental policy, the Series will not:

(6) Alter, amend or modify either the Investment Objective or the Principal Investment Strategies of the Series, as described in the Prospectus.

(2) Invest in companies for the purpose of exercising control or management.

INVESTMENT TECHNIQUES AND RISK FACTORS

Futures Contracts

The Series will be managed by ING Investment Management Co. ("ING IM" or "Sub-Adviser"), subject to the oversight by ING Investments, LLC ("Investment Adviser" or "Adviser") as described more fully in the Investment Management Agreement section below.

Additional Restrictions on the Use of Futures Contracts. CFTC regulations require that to prevent the Series from being a commodity

Counterparty Risk. With some derivatives there is also the risk that the counterparty may fail to honor its contract terms, causing a loss for the Series.

Foreign Securities

Real Estate Securities

Short-term Debt Instruments

Illiquid Securities

Mortgage-Related Debt Securities

Asset-Backed Securities

Separate Trading of Registered Interest and Principal of Securities ("STRIPS")

OTHER INVESTMENT COMPANIES

EXCHANGE TRADED FUNDS ("ETFS"). ETFs are passively managed investment companies traded on a securities exchange whose goal is to track or replicate a desired index. 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 NAVs of the ETF's underlying securities. Additionally, if the Series elects to redeem its ETF shares rather than selling them on the secondary market, the Series may 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 Series.

Zero Coupon Securities

OTHER CONSIDERATIONS

THE ASSET ALLOCATION PROCESS

MANAGEMENT OF THE ING FUNDS

Set forth in the table below is information about each Trustee of the Trust.

                                                                                              NUMBER OF
                                                                                             PORTFOLIOS
                             POSITION(S)                                                      IN FUND
                                HELD     TERM OF OFFICE                                       COMPLEX
                                WITH     AND LENGTH OF       PRINCIPAL OCCUPATION(S) -       OVERSEEN BY    OTHER DIRECTORSHIPS
 NAME, ADDRESS AND AGE          FUND     TIME SERVED(1)      DURING THE PAST 5 YEARS          TRUSTEE(4)       HELD BY TRUSTEE
---------------------------- ----------- ---------------- --------------------------------- ------------ --------------------------

INDEPENDENT TRUSTEES

PAUL S. DOHERTY                Trustee   March 2001 -     President and Partner,                122      University of Massachusetts
7337 E. Doubletree Ranch Rd.             Present          Doherty, Wallace,                              Foundation Board (April
Scottsdale, Arizona 85258                                 Pillsbury and Murphy, P.C.,                    2004 - Present).
Date of Birth:  04/28/1934                                Attorneys (1996 - Present).

J. MICHAEL EARLEY              Trustee   February 2002 -  President and Chief Executive         122
7337 E. Doubletree Ranch Rd.             Present          Officer, Bankers Trust
Scottsdale, Arizona 85258                                 Company, N.A. (1992 -
Date of Birth:  05/02/1945                                Present).

R. BARBARA GITENSTEIN          Trustee   February 2002 -  President, College of New             122      New Jersey Resources
7337 E. Doubletree Ranch Rd.             Present          Jersey (1999 - Present).                       (September 2003 - Present).
Scottsdale, Arizona 85258
Date of Birth:  02/18/1948


WALTER H. MAY                  Trustee   March 2001 -     Retired.  Formerly, Trustee           122      BestPrep Charity (1991 -
7337 E. Doubletree Ranch Rd.             Present          of each of the funds managed                   Present) - charitable
Scottsdale, Arizona 85258                                 by Northstar Investment                        organization.
Date of Birth:  12/12/1936                                Management Corporation (1996
                                                          - 1999).



JOCK PATTON                    Trustee   March 2001 -     Private Investor (June 1997 -         122      Director, Hypercom, Inc.
7337 E. Doubletree Ranch Rd.             Present          Present). Formerly, Director                   (January 1999 -
Scottsdale, Arizona 85258                                 and Chief Executive Officer,                   Present); JDA Software
Date of Birth:  12/11/1945                                Rainbow Multimedia Group, Inc.                 Group, Inc. (January
                                                          (January 1999 - December 2001).                1999 - Present); and
                                                                                                         Swift Transportation Co.
                                                                                                         (March 2004 - Present).


DAVID W.C. PUTNAM              Trustee   March 2001 -     President and Director, F.L.         122       Anchor International Bond
7337 E. Doubletree Ranch Rd.             Present          Putnam Securities Company,                     Trust (December 2000 -
Scottsdale, Arizona 85258                                 Inc. and its affiliates                        2002); F.L. Putnam
Date of Birth:  10/08/1939                                (1978 - Present); President,                     Foundation (December 2000
                                                          Secretary and Trustee, The                     - Present); Progressive
                                                          Principled Equity Market Fund                  Capital Accumulation Trust
                                                          (1996 - Present).                                (August 1998 - Present);

NUMBER OF
PORTFOLIOS
POSITION(S) IN FUND
HELD TERM OF OFFICE COMPLEX
WITH AND LENGTH OF PRINCIPAL OCCUPATION(S) - OVERSEEN BY OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE FUND TIME SERVED(1) DURING THE PAST 5 YEARS TRUSTEE(4) HELD BY TRUSTEE
---------------------------- ----------- ---------------- --------------------------------- ------------ --------------------------
Asian American Bank and
Trust Company (June 1992
- Present); and Notre
Dame Health Care Center
(1991 - Present); F.L.
Putnam Securities
Company, Inc. (June 1998
- Present); and an
Honorary Trustee, Mercy
Hospital (1973 -
Present).

BLAINE E. RIEKE Trustee March 2001 - General Partner, Huntington 122 Trustee, Morgan Chase Trust
7337 E. Doubletree Ranch Rd. Present Partners (January 1997 - Co; Director, Members
Scottsdale, Arizona 85258 Present). Chairman of the Board Trust Co. (November
Date of Birth: 09/10/1933 and Trustee of each of the funds 2003 - Present).
managed by ING Investment
Management Co. LLC (November
1998 - February 2001).

RICHARD A. WEDEMEYER Trustee March 2001 - Retired. Formerly Vice 122 Trustee, Touchstone
7337 E. Doubletree Ranch Rd. Present President - Finance and Consulting Group (1997 -
Scottsdale, Arizona 85258 Administration, Channel Present); Jim Henson
Date of Birth: 03/23/1936 Corporation (June 1996 - April Legacy (1994 - Present).
2002). Trustee, First Choice
Funds (1997 - 2001); and of each
of the funds managed by ING
Investment Management Co. LLC
(1998 - 2001).

TRUSTEES WHO ARE "INTERESTED PERSONS"
------------------------------------------------------------------------------------------------------------------------------------
THOMAS J. MCINERNEY (2) Trustee March 2001 - Chief Executive Officer, ING 176 Equitable Life Insurance
7337 E. Doubletree Ranch Rd. Present U.S. Financial Services Co., Golden American Life
Scottsdale, Arizona 85258 (September 2001 - Present); Insurance Co., Life
Date of Birth: 05/05/1956 Member, ING Americas Executive Insurance Company of
Committee (2001 - Present); Georgia, Midwestern United
President, Chief Executive Life Insurance Co.,
Officer and Director of Northern ReliaStar Life Insurance
Life Insurance Company (March Co., Security Life of
2001 - October 2002), ING Aeltus Denver, Security
Holding Company, Inc. (2000 - Connecticut Life Insurance
Present), ING Retail Holding Co., Southland Life
Company (1998 - Present), ING Insurance Co., USG Annuity
Life Insurance and Annuity and Life Company, and
Company (September 1997 - United Life and Annuity
November 2002) and ING Insurance Co. Inc;
Retirement Holdings, Inc. (1997 Director, Ameribest Life
- Present). Formerly, General Insurance Co.,
Manager and Chief Executive
Officer, ING Worksite Division
(December 2000 - October 2001),
President, ING-SCI, Inc. (August

                                                                                              NUMBER OF
                                                                                             PORTFOLIOS
                             POSITION(S)                                                      IN FUND
                                HELD     TERM OF OFFICE                                       COMPLEX
                                WITH     AND LENGTH OF       PRINCIPAL OCCUPATION(S) -       OVERSEEN BY    OTHER DIRECTORSHIPS
 NAME, ADDRESS AND AGE          FUND     TIME SERVED(1)      DURING THE PAST 5 YEARS          TRUSTEE(4)       HELD BY TRUSTEE
---------------------------- ----------- ---------------- --------------------------------- ------------ --------------------------

                                                          1997 - December 2000); President,              ;Bushnell Performing Arts
                                                          Aetna Financial Services (August               Center; St. Francis
                                                          1997 - December 2000);                         Hospital, National
                                                                                                         Conference for Community
                                                                                                         Justice; and Metro Atlanta
                                                                                                         Chamber of Commerce.

JOHN G. TURNER (3)            Chairman   March 2001 -     Chairman, Hillcrest Capital           122      Director, Hormel Foods
7337 E. Doubletree Ranch Rd. and Trustee Present          Partners (May 2002-Present).                   Corporation (March 2000 -
Scottsdale, Arizona 85258                                 Formerly Vice Chairman of ING                  Present); Shopko Stores,
Date of Birth:  10/03/1939                                Americas (2000 - 2002);                        Inc. (August 1999 -
                                                          Chairman and Chief Executive                   Present); and M.A.
                                                          Officer of ReliaStar Financial                 Mortenson Company (March
                                                          Corp. and ReliaStar Life                       2002 - Present).
                                                          Insurance Company (1993 -
                                                          2001); Chairman of ReliaStar
                                                          Life Insurance Company of New
                                                          York (1995 - 2001); Chairman of
                                                          Northern Life Insurance Company
                                                          (1992 - 2001); Chairman and
                                                          Trustee of the Northstar
                                                          affiliated investment companies
                                                          (1993 - 2001) and Director,
                                                          Northstar Investment Management
                                                          Corporation and its affiliates
                                                          (1993 - 1999).

OFFICERS

Information about the Trust's officers are set forth in the table below:

                             POSITIONS
                               HELD                   TERM OF OFFICE
                             WITH THE                  AND LENGTH OF                     PRINCIPAL OCCUPATION(S)
 NAME, ADDRESS AND AGE         FUND                  TIME SERVED(1)(2)                DURING THE LAST FIVE YEARS(3)
---------------------------- ----------- -----------------------------  -------------------------------------------------------
JAMES M. HENNESSY
7337 E. Doubletree Ranch Rd. President,  February 2001 - Present           President and Chief Executive Officer, ING Investments,
Scottsdale, Arizona 85258    Chief                                         LLC(2) (December 2001 - Present). Formerly, Senior
Date of Birth:  04/09/1949   Executive                                     Executive Vice President and Chief Operating Officer, ING
                             Officer                                       Investments, LLC(2) (April 1995 - December 2000); and
                             and Chief                                     Executive Vice President, ING Investments, LLC(2) (May
                             Operating                                     1998 - June 2000).
                             Officer

MICHAEL J. ROLAND            Executive   February 2002 - Present           Executive Vice President, Chief Financial Officer and
7337 E. Doubletree Ranch Rd. Vice                                          Treasurer, ING Investments, LLC(2) (December 2001 -
Scottsdale, Arizona 85258    President,                                    Present).  Formerly, Senior Vice President, ING
Date of Birth:  05/30/1958   Assistant                                     Investments, LLC(2) (June 1998 - December 2001).
                             Secretary
                             and
                             Principal
                             Financial
                             Officer

STANLEY D. VYNER             Executive   October 2000 - Present            Executive Vice President, Chief Financial Officer and
7337 E. Doubletree Ranch Rd. Vice                                          Treasurer, ING Investments, LLC(2) (December 2001 -
Scottsdale, Arizona 85258    President                                     Present). Formerly, Senior Vice President, ING
Date of Birth:  05/14/1950                                                 Investments, LLC(2) (June 1998 - December 2001).

                             POSITIONS
                                HELD                   TERM OF OFFICE
                              WITH THE                  AND LENGTH OF                  PRINCIPAL OCCUPATION(S)
 NAME, ADDRESS AND AGE          FUND                  TIME SERVED(1)(2)               DURING THE LAST FIVE YEARS(3)
---------------------------- ----------- --------------------------------------------------------------------------------------

ROBERT S. NAKA               Senior      October 2000 - Present            Senior Vice President and Assistant Secretary, ING
7337 E. Doubletree Ranch Rd. Vice                                          Funds Services, LLC(3) (October 2001 - Present).
Scottsdale, Arizona 85258    President                                     Formerly, Senior Vice President and Assistant
Date of Birth:  06/17/1963   and                                           Secretary, ING Funds Services, LLC(3) (February 1997 -
                             Assistant                                     August 1999).
                             Secretary

KIMBERLY A. ANDERSON         Senior Vice November 2003 - Present           Senior Vice President, ING Investments, LLC(2)
7337 E. Doubletree Ranch Rd. President                                     (October 2003 - Present). Formerly, Vice President,
Scottsdale, Arizona 85258                                                  and Assistant Secretary, ING Investments, LLC(2)
Date of Birth:  07/25/1964                                                 (October 2001 - October 2003); Assistant Vice
                                                                           President, ING Funds Services, LLC(3) (November 1999 -
                                                                           January 2001); and has held various other positions
                                                                           with ING Funds Services, LLC(3) for more than the last
                                                                           five years.

ROBYN L. ICHILOV             Vice        October 2000 - Present            Vice President, ING Funds Services, LLC(3) (October
7337 E. Doubletree Ranch Rd. President                                     2001 - Present) and ING Investments, LLC (August
Scottsdale, Arizona 85258                                                  1997 - Present); Accounting Manager, ING
Date of Birth:  09/25/1967   Treasurer   March 2001 - Present              Investments, LLC (November 1995 - Present).

LAUREN D. BENSINGER          Vice        February 2003 - Present           Vice President and Chief Compliance Officer, ING
7337 E. Doubletree Ranch Rd. President                                     Funds Distributor, LLC(4) (July 1995 - Present); and
Scottsdale, Arizona 85258                                                  Vice President (February 1996 to Present) and Chief
Date of Birth:  2-6-1954                                                   Compliance Officer (October 2001 to Present) ING
                                                                           Investments, LLC(2).

TODD MODIC                   Vice        August 2003 - Present             Vice President of Financial Reporting - Fund
7337 E. Doubletree Ranch Rd. President                                     Accounting of ING Fund Services, LLC(3) (September
Scottsdale, Arizona 85258                                                  2002 - Present).  Formerly, Director of Financial
Date of Birth:  11/03/1967                                                 Reporting, ING Investments, LLC(2) (March 2001 -
                                                                           September 2002); Director of Financial Reporting,
                                                                           Axient Communications, Inc. (May 2000 - January
                                                                           2001); and Director of Finance, Rural/Metro
                                                                           Corporation (March 1995 - May 2000).

HUEY P. FALGOUT Secretary August 2003 - Present Chief Counsel, ING U.S. Financial Services (September
7337 E. Doubletree Ranch Rd. 2003 - Present). Formerly, Counsel, ING U.S. Financial
Scottsdale, Arizona 85258 Services (November 2002 - September 2003); and
Date of Birth: 11/15/1963 Associate General Counsel of AIG American General
(January 1999 - November 2002).

SUSAN P. KINENS Assistant February 2003 - Present Assistant Vice President and Assistant Secretary, ING
7337 E. Doubletree Ranch Rd. Vice Funds Services, LLC(3). (December 2002 - Present); and
Scottsdale, Arizona 85258 President has held various other positions with ING Funds
Date of Birth: 12/31/1976 and Services, LLC for more than the last five years.
Assistant
Secretary

(1) The officers hold office until the next annual meeting of the Trustees and until their successors shall have been elected and qualified.

BOARD OF TRUSTEES

FREQUENCY OF BOARD MEETINGS

Committees

An Executive Committee of the Board was formed in order to act on behalf of the full Board between meetings when necessary. The Committee currently consists of two Independent Trustees and two Trustees who are "interested persons," as defined in the Investment Company Act of 1940 ("1940 Act"). The following Trustees serve as members of the Executive Committee: Messrs. Turner, McInerney, May and Patton. Mr. Turner serves as Chairman of the Committee. The Executive Committee held [two (2) meetings] during the fiscal year ended December 31, 2004.

The Board has an Audit Committee whose function is to meet with the independent accountants of each Trust to review the scope of the Trust's audit, its financial statements and interim accounting controls, and to meet with management concerning these matters, among other things. The Audit Committee currently consists of four Independent Trustees: Messrs. Earley, Rieke, Vincent and Putnam. Mr. Earley serves as Chairman of the Committee. The Audit Committee held four [(4) meetings] during the fiscal year ended December 31, 2004.

The Board has formed a Valuation and Proxy Voting Committee (formerly the Valuation Committee) whose functions include, among others, reviewing the determination of the value of securities held by the Funds for which market value quotations are not readily available and, beginning in July 2003, overseeing management's administration of proxy voting. The Committee currently consists of five Independent Trustees: Dr. Gitenstein and Messrs. May, Patton, Doherty and Wedemeyer. Mr. Patton serves as Chairman of the Committee. The Valuation and Proxy Voting Committee held [four (4) meetings] during the fiscal year ended December 31, 2004.

The Board has established a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board. The Nominating Committee currently consists of four Independent Trustees: Dr. Gitenstein and Messrs. Doherty, May, and Wedemeyer. Mr. May serves as Chairman of the Committee. The Committee does not currently have a charter nor does it currently have a policy regarding whether it will consider nominees recommended by shareholders. However, the Board expects to have the Committee consider these matters fully during the upcoming year with a view towards adopting and publishing a charter and policies regarding shareholder recommendations for Trustee nominees. As part of its consideration, the Committee will also consider minimum qualifications for Trustee positions as well as a process for the Trust to identify and evaluate potential nominees. The Nominating Committee held [no meetings] during the fiscal year ended December 31, 2004.

The Board has established Investment Review Committees that will monitor the investment performance of the Portfolios and to make recommendations to the Board with respect to the Portfolios. The Committee for the international funds currently consists of five Independent Trustees and one Trustee who is an "interested person" as defined in the 1940 Act: Dr. Gitenstein and Messrs. Patton, May, Doherty, McInerney and Wedemeyer. Mr. Wedemeyer serves as Chairman of the Committee. The Committee for the domestic equity funds currently consists of four Independent Trustees and one Trustee who is an "interested person," as defined in the 1940 Act: Messrs. Rieke, Putnam, Earley, Turner and Vincent. Mr. Vincent serves as Chairman of the Committee. The Committee for the fixed income funds currently consists of five Independent Trustees and one Trustee who is an "interested person," as defined in the 1940 Act: Dr. Gitenstein and Messrs. Doherty, McInerney, Wedemeyer, Patton and May. Mr. Wedemeyer serves as Chairman of the Committee. The Investment Review Committees held four [(4) meetings] during the fiscal year ended December 31, 2004.

The Board has established a Compliance and Coordination Committee for the purpose of facilitating information flow among Board members and with management between Board meetings, developing agendas for executive sessions of independent Board members, evaluating potential improvements in the allocation of work load among the Board members and Board committees, and evaluating other opportunities to enhance the efficient operations of the Board. The Compliance and Coordination Committee currently consists of five Independent Trustees: Messrs. Earley, May, Patton, Vincent and Wedemeyer. The Compliance and Coordination Committee held [one meeting] during the fiscal year ended December 31, 2004.

TRUSTEE OWNERSHIP OF SECURITIES

Set forth below is the dollar range of equity securities owned by each Trustee.

                                                           AGGREGATE DOLLAR
                                                            RANGE OF EQUITY
                                                           SECURITIES IN ALL
                                  DOLLAR RANGE OF        REGISTERED INVESTMENT
                                 EQUITY SECURITIES       COMPANIES OVERSEEN BY
                                 IN THE FUND AS OF         TRUSTEE IN FAMILY
NAME OF TRUSTEE                  DECEMBER 31, 2004      OF INVESTMENT COMPANIES
---------------                 --------------------    -----------------------
INDEPENDENT TRUSTEES

Paul S. Doherty                 None                       [Over $100,000]
J. Michael Earley               None                       [$10,001 - $50,000]
R. Barbara Gitenstein           None                       [$50,001 - $100,000]
Walter H. May                   None                       [Over $100,000]
Jock Patton                     None                       [$50,001 - $100,000]
David W. C. Putnam              None                       [Over $100,000]
Blaine E. Rieke                 None                       [$50,001 - $100,000]
Roger B. Vincent                None                       [Over $100,000]
Richard A. Wedemeyer            None                       [$10,001 - $50,000]

TRUSTEES WHO ARE "INTERESTED
PERSONS"

Thomas J. McInerney             None                       [$50,001 - $100,000]
John G. Turner                  None                       [Over $100,000]

INDEPENDENT TRUSTEE OWNERSHIP OF SECURITIES

                          NAME OF OWNERS
                         AND RELATIONSHIP                                  VALUE OF      PERCENTAGE
NAME OF TRUSTEE             TO TRUSTEE       COMPANY    TITLE OF CLASS    SECURITIES      OF CLASS
---------------             ----------       -------    --------------    ----------      --------
Paul S. Doherty                 N/A            N/A           N/A             $ 0             N/A
J. Michael Earley               N/A            N/A           N/A             $ 0             N/A
R. Barbara Gitenstein           N/A            N/A           N/A             $ 0             N/A
Walter H. May                   N/A            N/A           N/A             $ 0             N/A
Jock Patton                     N/A            N/A           N/A             $ 0             N/A
David W. C. Putnam              N/A            N/A           N/A             $ 0             N/A
Blaine E. Rieke                 N/A            N/A           N/A             $ 0             N/A
Roger B. Vincent                N/A            N/A           N/A             $ 0             N/A
Richard A. Wedemeyer            N/A            N/A           N/A             $ 0             N/A

COMPENSATION OF TRUSTEES

The following table sets forth information regarding compensation of Trustees by the Series and other funds managed by the Investment Advisers for the year ended
[December 31, 2004.] Officers of the Series and Trustees who are interested persons of the Series do not receive any compensation from the Portfolio or any other funds managed by the Investment Adviser.

COMPENSATION TABLE

[DECEMBER 31, 2004]

                                                     PENSION OR                            TOTAL
                                                     RETIREMENT                         COMPENSATION
                                                      BENEFITS      ESTIMATED               FROM
                                                      ACCRUED         ANNUAL                FUND
                                   AGGREGATE         AS PART OF      BENEFITS             AND FUND
       NAME OF                 COMPENSATION FROM        FUND           UPON             COMPLEX PAID
  PERSON, POSITION                 THE FUND           EXPENSES      RETIREMENT          TO TRUSTEES
  ----------------            -------------------     --------      ----------         --------------

PAUL S. DOHERTY                    [$230.93]            N/A            N/A              [$72,853.54]
TRUSTEE

MICHAEL J. EARLEY                  [$241.20]            N/A            N/A              [$74,020.17]
TRUSTEE

BARBARA GITENSTEIN                 [$230.93]            N/A            N/A              [$55,028.48]
TRUSTEE

WALTER H. MAY                      [$270.35]            N/A            N/A              [$69,774.51]
TRUSTEE

THOMAS J. MCINERNEY(1)(3)          [  $0   ]            N/A            N/A              [    $0    ]
TRUSTEE

JOCK PATTON                        [$779.99]            N/A            N/A              [$92,637.77]
TRUSTEE

DAVID W.C. PUTNAM                  [$230.93]            N/A            N/A              [$55,028.48]
TRUSTEE

BLAINE E. RIEKE(2)                 [$217.66]            N/A            N/A              [$73,886.92]
TRUSTEE

JOHN G. TURNER(3)                  [  $0   ]            N/A            N/A              [    $0    ]
TRUSTEE

ROGER VINCENT                      [$241.20]            N/A            N/A              [$51,082.11]
TRUSTEE

RICHARD A. WEDEMEYER(2)            [$241.20]            N/A            N/A              [$86,477.05]
TRUSTEE

1) Elected as a Trustee of the ING Funds on February 26, 2001.

2) Formerly a Trustee of the original ING Variable Insurance Trust. Elected Trustee of the Pilgrim Funds on February 26, 2001.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

As of [ ], 2005 the officers and Trustees owned less than 1% of the outstanding shares of the Series.

INVESTMENT MANAGEMENT AGREEMENT

For the services under the Management Agreement, ING Investments will receive an annual fee, payable monthly, as described in the Prospectus.

THE SUBADVISORY AGREEMENT

For the services under the Subadvisory Agreement, ING IM will receive an annual fee payable monthly as set forth below.

Offering Period 0.1125% Guarantee Period 0.270%

ADMINISTRATIVE SERVICES AGREEMENT

communications; (7) supervising the custodian and transfer agent; and (8) reporting to the Board.

Listed below is the administrative services fee IFS is entitled to receive on an annual rate based on average daily net assets of the Series:

ADMINISTRATIVE FEE                  SERIES ASSETS
------------------            -----------------------------
     0.055%                   on the first $5 billion
     0.030%                   on all assets over $5 billion

EXPENSE LIMITATION AGREEMENT

CUSTODIAN

The Bank of New York, One Wall Street, New York, New York 10286, serves as custodian for the assets of the Series.

TRANSFER AGENT

DST Systems, Inc., P.O. Box 419368, Kansas City, Missouri 64141, serves as the transfer agent and dividend-paying agent to the Series.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[ ] serves as independent registered public accounting firm to the Series.
[ ] provides audit and tax services, assistance and consultation in connection with the Commission filings.

LEGAL COUNSEL

Legal matters for the Trust are passed upon by Dechert LLP, 1775 I Street, N.W., Washington, D.C. 20006.

PRINCIPAL UNDERWRITER

ING Funds Distributor, LLC is a wholly owned subsidiary of ING Groep N.V. and is an affiliate of ING Investments.

DISTRIBUTION SERVICING ARRANGEMENTS

DISCLOSURE OF THE FUND'S PORTFOLIO SECURITIES

If a third party requests specific, current information regarding the Fund's portfolio holdings, the Fund will refer the third party to the latest Top Ten List or the latest regulatory filing.

BROKERAGE ALLOCATION AND TRADING POLICIES

Subject to the supervision of the Board, the Sub-Adviser has responsibility for making investment decisions, for effecting the execution of

CODE OF ETHICS

The Board adopted a policy allowing trades to be made between affiliated registered investment companies or series thereof provided they meet the terms of Rule 17a-7 under the 1940 Act.

PROXY VOTING PROCEDURES

PURCHASE AND REDEMPTION OF SHARES

Shares of the Series are purchased and redeemed at the NAV next determined after receipt of a purchase or redemption order in acceptable form as described in the Prospectus.

NET ASSET VALUE

TAX STATUS

Qualification as a Regulated Investment Company

Qualification of Segregated Asset Accounts

Foreign Investments

Excise Tax on Regulated Investment Companies

PERFORMANCE INFORMATION

Performance information for the Series including the total return may appear in reports or promotional literature to current or prospective shareholders.

Average Annual Total Return

P(1 + T)(raised to the Nth power) = ERV

Where:
P = a hypothetical initial payment of $1,000

T = an average annual total return

n = the number of years

ERV = the ending redeemable value of a hypothetical $1,000 payment made at the beginning of the 1, 5, or 10 year period at the end of the 1, 5, or 10 year period (or fractional portion thereof).

APPENDIX A

ING FUNDS

PROXY VOTING PROCEDURES AND GUIDELINES
Effective as of July 10, 2003

As amended August 21, 2003 and November, 2003

I. INTRODUCTION

II. VALUATION AND PROXY VOTING COMMITTEE

(2) The independent Trustees/Directors are those Board members who are not "interested persons" within the meaning of Section 2(a)(19) the Investment Company Act of 1940.

III. DELEGATION OF VOTING RESPONSIBILITY

When a Fund is a feeder in a master/feeder structure, proxies for the portfolio securities of the master fund will be voted pursuant to the master fund's proxy voting policies and procedures.

IV. APPROVAL AND REVIEW OF PROCEDURES

V. VOTING PROCEDURES AND GUIDELINES

The Guidelines which are set forth in Exhibit 3 hereto specify the manner in which the Funds generally will vote with respect to the proposals discussed therein.

A. Routine Matters

The Agent shall be instructed to submit a vote in accordance with the Guidelines where such Guidelines provide a clear "For", "Against" or "Abstain" on a

B. Matters Requiring Case-by-Case Consideration

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or service.

1. Votes in Accordance with Agent Recommendation

2. Non-Votes

3. Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, or Where No Recommendation is Provided by Agent.

4. Referrals to a Fund's Valuation and Proxy Voting Committee

VI. CONFLICTS OF INTEREST

VII. REPORTING AND RECORD RETENTION

EXHIBIT 1
TO THE
ING FUNDS
PROXY VOTING PROCEDURES

Effective as of July 10, 2003

EXHIBIT 2
TO THE
ING FUNDS
PROXY VOTING PROCEDURES

ING INVESTMENTS, LLC,
DIRECTED SERVICES, INC.
AND
ING LIFE INSURANCE AND ANNUITY COMPANY

PROXY VOTING PROCEDURES
Effective as of July 10, 2003

I. INTRODUCTION

Unless otherwise noted, proxies will be voted in all instances.

II. ROLES AND RESPONSIBILITIES

A. Proxy Coordinator

B. Agent

C. Proxy Group

Group, which may include employees of the Advisers' affiliates, are identified in Appendix 1, as may be amended from time at the Advisers' discretion.

D. Investment Professionals

III. VOTING PROCEDURES

A. In all cases, the Adviser shall follow the voting procedures as set forth in the Procedures and Guidelines of the Fund on whose behalf the Adviser is exercising delegated authority to vote.

B. Routine Matters

C. Matters Requiring Case-by-Case Consideration

Upon receipt of a referral from the Agent, the Proxy Coordinator may solicit additional research from the Agent, Investment Professional(s), as well as from any other source or service.

1. Votes in Accordance with Agent Recommendation

2. Non-Votes

e.g., certain international proxies. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy.

3. Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, or Where No Recommendation is Provided by Agent.

IV. CONFLICTS OF INTEREST

interest is present. Matters as to which a conflict of interest is deemed to be present shall be handled as provided in the Fund's Procedures and Guidelines.

V. REPORTING AND RECORD RETENTION

APPENDIX 1
TO THE
ADVISERS' PROXY VOTING PROCEDURES

PROXY GROUP FOR REGISTERED INVESTMENT COMPANY CLIENTS OF ING INVESTMENTS, LLC, DIRECTED SERVICES, INC. AND ING LIFE INSURANCE AND ANNUITY COMPANY:

       NAME                                                 TITLE OR AFFILIATION
       ----                                                 --------------------
Stanley D. Vyner                      Chief Investment Risk Officer and Executive Vice President of ING
                                      Investments, LLC

Karla J. Bos                          Acting Proxy Coordinator

Kimberly A. Anderson                  Senior Vice President and Assistant Secretary, ING Investments, LLC

Maria Anderson                        Assistant Vice President - Manager Fund Compliance of ING Funds Services,
                                      LLC

Michael J. Roland                     Executive Vice President and Chief Financial Officer of ING Investments, LLC

Theresa K. Kelety, Esq.               Counsel, ING Americas US Legal Services

Effective as of July 10, 2003

EXHIBIT 3
TO THE
ING FUNDS PROXY VOTING PROCEDURES

PROXY VOTING GUIDELINES OF THE ING FUNDS
Effective as of July 10, 2003

As amended August 21, 2003 and November 11, 2003

I. INTRODUCTION

The following is a statement of the proxy voting Guidelines that have been adopted by the respective Boards of Directors or Trustees of each Fund.

II. GUIDELINES

1. THE BOARD OF DIRECTORS

VOTING ON DIRECTOR NOMINEES IN UNCONTESTED ELECTIONS

Votes on director nominees should be made on a CASE-BY-CASE basis.

SEPARATING CHAIRMAN AND CEO

Vote on a CASE-BY-CASE basis shareholder proposals requiring that the positions of chairman and CEO be held separately.

PROPOSALS SEEKING A MAJORITY OF INDEPENDENT DIRECTORS

STOCK OWNERSHIP REQUIREMENTS

Generally, vote AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.

TERM OF OFFICE

Generally, vote AGAINST shareholder proposals to limit the tenure of outside directors.

AGE LIMITS

Generally, vote AGAINST shareholder proposals to impose a mandatory retirement age for outside directors.

DIRECTOR AND OFFICER INDEMNIFICATION AND LIABILITY PROTECTION

(1) The director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and

(2) Only if the director's legal expenses would be covered.

2. PROXY CONTESTS

VOTING FOR DIRECTOR NOMINEES IN CONTESTED ELECTIONS

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis.

REIMBURSE PROXY SOLICITATION EXPENSES

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

3. AUDITORS

RATIFYING AUDITORS

Generally, vote FOR proposals to ratify auditors.

NON-AUDIT SERVICES

Consider on a CASE-BY-CASE basis proposals to approve auditors when total non-audit fees exceed the total of audit fees, audit-related fees and permissible tax fees.

AUDITOR INDEPENDENCE

Generally, vote AGAINST shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services).

AUDIT FIRM ROTATION (SHAREHOLDER PROPOSALS):

Generally, vote AGAINST shareholder proposals asking for mandatory audit firm rotation.

4. PROXY CONTEST DEFENSES

BOARD STRUCTURE: STAGGERED VS. ANNUAL ELECTIONS

Generally, vote AGAINST proposals to classify the board.

Generally, vote FOR proposals to repeal classified boards and to elect all directors annually.

SHAREHOLDER ABILITY TO REMOVE DIRECTORS

Generally, vote AGAINST proposals that provide that directors may be removed only for cause.

Generally, vote FOR proposals to restore shareholder ability to remove directors with or without cause.

Generally, vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

Generally, vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

CUMULATIVE VOTING

Generally, vote AGAINST proposals to eliminate cumulative voting.

Vote proposals to restore or permit cumulative voting on a CASE-BY-CASE basis relative to the company's other governance provisions.

SHAREHOLDER ABILITY TO CALL SPECIAL MEETINGS

Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

Generally, vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

SHAREHOLDER ABILITY TO ACT BY WRITTEN CONSENT

Generally, vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

Generally, vote FOR proposals to allow or make easier shareholder action by written consent.

SHAREHOLDER ABILITY TO ALTER THE SIZE OF THE BOARD

Review on a CASE-BY-CASE basis proposals that seek to fix the size of the board.

Review on a CASE-BY-CASE basis proposals that give management the ability to alter the size of the board without shareholder approval.

5. TENDER OFFER DEFENSES

POISON PILLS

Generally, vote FOR shareholder proposals that ask a company to submit its poison pill for shareholder ratification.

Review on a CASE-BY-CASE basis shareholder proposals to redeem a company's poison pill.

Review on a CASE-BY-CASE basis management proposals to ratify a poison pill.

FAIR PRICE PROVISIONS

Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis.

Generally, vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

GREENMAIL

Generally, vote FOR proposals to adopt antigreenmail charter of bylaw amendments or otherwise restrict a company's ability to make greenmail payments.

Review on a CASE-BY-CASE basis antigreenmail proposals when they are bundled with other charter or bylaw amendments.

PALE GREENMAIL

Review on a CASE-BY-CASE basis restructuring plans that involve the payment of pale greenmail.

UNEQUAL VOTING RIGHTS

Generally, vote AGAINST dual-class exchange offers.

Generally, vote AGAINST dual-class recapitalizations.

SUPERMAJORITY SHAREHOLDER VOTE REQUIREMENT TO AMEND THE CHARTER OR BYLAWS

Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.

Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.

SUPERMAJORITY SHAREHOLDER VOTE REQUIREMENT TO APPROVE MERGERS

Generally, vote AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

Generally, vote FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

WHITE SQUIRE PLACEMENTS

Generally, vote FOR shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.

6. MISCELLANEOUS GOVERNANCE PROVISIONS

CONFIDENTIAL VOTING

- In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy.

- If the dissidents agree, the policy remains in place.

- If the dissidents do not agree, the confidential voting policy is waived.

Generally, vote FOR management proposals to adopt confidential voting.

EQUAL ACCESS

BUNDLED PROPOSALS

Review on a CASE-BY-CASE basis bundled or "conditioned" proxy proposals.

SHAREHOLDER ADVISORY COMMITTEES

Review on a CASE-BY-CASE basis proposals to establish a shareholder advisory committee.

7. CAPITAL STRUCTURE

COMMON STOCK AUTHORIZATION

Review proposals to increase the number of shares of common stock authorized for issue on a CASE-BY-CASE basis.

Generally, vote AGAINST proposals to increase the number of authorized shares of the class of stock that has superior voting rights in companies that have dual-class capitalization structures.

STOCK DISTRIBUTIONS: SPLITS AND DIVIDENDS

REVERSE STOCK SPLITS

Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split.

PREFERRED STOCK

Generally, vote FOR proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense.

SHAREHOLDER PROPOSALS REGARDING BLANK CHECK PREFERRED STOCK

ADJUSTMENTS TO PAR VALUE OF COMMON STOCK

Generally, vote FOR management proposals to reduce the par value of common stock.

PREEMPTIVE RIGHTS

DEBT RESTRUCTURINGS

Review on a CASE-BY-CASE basis proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan.

SHARE REPURCHASE PROGRAMS

Generally, vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

TRACKING STOCK

Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis.

8. EXECUTIVE AND DIRECTOR COMPENSATION

Votes with respect to compensation plans should be determined on a CASE-BY-CASE basis.

MANAGEMENT PROPOSALS SEEKING APPROVAL TO REPRICE OPTIONS

Generally, vote AGAINST management proposals seeking approval to reprice options.

DIRECTOR COMPENSATION

Votes on stock-based plans for directors are made on a CASE-BY-CASE basis.

EMPLOYEE STOCK PURCHASE PLANS

Votes on employee stock purchase plans should be made on a CASE-BY-CASE basis.

OBRA-RELATED COMPENSATION PROPOSALS:

AMENDMENTS THAT PLACE A CAP ON ANNUAL GRANTS OR AMEND ADMINISTRATIVE
FEATURES

AMENDMENTS TO ADD PERFORMANCE-BASED GOALS

Generally, vote FOR amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

AMENDMENTS TO INCREASE SHARES AND RETAIN TAX DEDUCTIONS UNDER OBRA

APPROVAL OF CASH OR CASH-AND-STOCK BONUS PLANS

Generally, vote FOR cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA.

SHAREHOLDER PROPOSALS TO LIMIT EXECUTIVE AND DIRECTOR PAY

Generally, vote FOR shareholder proposals that seek additional disclosure of executive and director pay information.

Review on a CASE-BY-CASE basis all other shareholder proposals that seek to limit executive and director pay.

GOLDEN AND TIN PARACHUTES

Generally, vote FOR shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.

Review on a CASE-BY-CASE basis all proposals to ratify or cancel golden or tin parachutes.

EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS)

401(k) EMPLOYEE BENEFIT PLANS

Generally, vote FOR proposals to implement a 401(k) savings plan for employees.

EXPENSING OF STOCK OPTIONS

Consider shareholder proposals to expense stock options on a CASE-BY-CASE basis.

9. STATE OF INCORPORATION

VOTING ON STATE TAKEOVER STATUTES

VOTING ON REINCORPORATION PROPOSALS

Proposals to change a company's state of incorporation should be examined on a CASE-BY-CASE basis.

10. MERGERS AND CORPORATE RESTRUCTURINGS

MERGERS AND ACQUISITIONS

Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis.

CORPORATE RESTRUCTURING

Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyouts, spinoffs, liquidations, and asset sales should be considered on a CASE-BY-CASE basis.

SPINOFFS

Votes on spinoffs should be considered on a CASE-BY-CASE basis.

ASSET SALES

Votes on asset sales should be made on a CASE-BY-CASE basis.

LIQUIDATIONS

Votes on liquidations should be made on a CASE-BY-CASE basis.

ADJOURNMENT

Generally, vote FOR proposals to adjourn a meeting to provide additional time for vote solicitation when the primary proposal is also voted FOR.

APPRAISAL RIGHTS

Generally, vote FOR proposals to restore, or provide shareholders with, rights of appraisal.

CHANGING CORPORATE NAME

Generally, vote FOR changing the corporate name.

11. MUTUAL FUND PROXIES

ELECTION OF DIRECTORS

Vote the election of directors on a CASE-BY-CASE basis.

CONVERTING CLOSED-END FUND TO OPEN-END FUND

Vote conversion proposals on a CASE-BY-CASE basis.

PROXY CONTESTS

Vote proxy contests on a CASE-BY-CASE basis.

INVESTMENT ADVISORY AGREEMENTS

Vote the investment advisory agreements on a CASE-BY-CASE basis.

APPROVING NEW CLASSES OR SERIES OF SHARES

Generally, vote FOR the establishment of new classes or series of shares.

PREFERRED STOCK PROPOSALS

Vote the authorization for or increase in preferred shares on a CASE-BY-CASE basis.

1940 ACT POLICIES

Vote these proposals on a CASE-BY-CASE basis.

CHANGING A FUNDAMENTAL RESTRICTION TO A NONFUNDAMENTAL RESTRICTION

Vote these proposals on a CASE-BY-CASE basis.

CHANGE FUNDAMENTAL INVESTMENT OBJECTIVE TO NONFUNDAMENTAL

Generally, vote AGAINST proposals to change a fund's fundamental investment objective to nonfundamental.

NAME RULE PROPOSALS

Vote these proposals on a CASE-BY-CASE basis.

DISPOSITION OF ASSETS/TERMINATION/LIQUIDATION

Vote these proposals on a CASE-BY-CASE basis.

CHANGES TO THE CHARTER DOCUMENT

Vote changes to the charter document on a CASE-BY-CASE basis.

CHANGING THE DOMICILE OF A FUND

Vote reincorporations on a CASE-BY-CASE basis.

CHANGE IN FUND'S SUBCLASSIFICATION

Vote these proposals on a CASE-BY-CASE basis.

AUTHORIZING THE BOARD TO HIRE AND TERMINATE SUBADVISORS WITHOUT SHAREHOLDER APPROVAL

Generally, vote FOR these proposals.

DISTRIBUTION AGREEMENTS

Vote these proposals on a CASE-BY-CASE basis.

MASTER-FEEDER STRUCTURE

Generally, vote FOR the establishment of a master-feeder structure.

CHANGES TO THE CHARTER DOCUMENT

Vote changes to the charter document on a CASE-BY-CASE basis.

MERGERS

Vote merger proposals on a CASE-BY-CASE basis.

ESTABLISH DIRECTOR OWNERSHIP REQUIREMENT

Generally, vote AGAINST shareholder proposals for the establishment of a director ownership requirement.

REIMBURSE SHAREHOLDER FOR EXPENSES INCURRED

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis.

TERMINATE THE INVESTMENT ADVISOR

Vote to terminate the investment advisor on a CASE-BY-CASE basis.

12. SOCIAL AND ENVIRONMENTAL ISSUES

13. GLOBAL PROXIES

ROUTINE MANAGEMENT PROPOSALS

Generally, vote FOR the following and other similar routine management proposals:

DISCHARGE OF MANAGEMENT/SUPERVISORY BOARD MEMBERS

DIRECTOR REMUNERATION

APPROVAL OF FINANCIAL STATEMENTS AND DIRECTOR AND AUDITOR REPORTS

Generally, vote FOR management proposals seeking approval of financial accounts and reports, unless there is concern about the company's financial accounts and reporting.

REMUNERATION OF AUDITORS

Generally, vote FOR proposals to authorize the board to determine the remuneration of auditors, unless there is evidence of excessive compensation relative to the size and nature of the company.

INDEMNIFICATION OF AUDITORS
Generally, vote AGAINST proposals to indemnify auditors.

ALLOCATION OF INCOME AND DIVIDENDS

Generally, vote FOR management proposals concerning allocation of income and the distribution of dividends, unless the amount of the distribution is consistently and unusually small or large.

STOCK (SCRIP) DIVIDEND ALTERNATIVES

DEBT ISSUANCE REQUESTS

FINANCING PLANS

Generally, vote FOR the adoption of financing plans if they are in the best economic interests of shareholders.

RELATED PARTY TRANSACTIONS

CAPITALIZATION OF RESERVES

Generally, vote FOR proposals to capitalize the company's reserves for bonus issues of shares or to increase the par value of shares.

ARTICLE AMENDMENTS

Review on a CASE-BY-CASE basis all proposals seeking amendments to the articles of association.

Generally, vote FOR an article amendment if:

o it is editorial in nature;

o shareholder rights are protected;

o there is negligible or positive impact on shareholder value;

o management provides adequate reasons for the amendments; and

o the company is required to do so by law (if applicable).

Statement of Additional Information

PART C: OTHER INFORMATION

ITEM 23. EXHIBITS

(a) (1) Trust Instrument dated July 15, 1999 - Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A on April 11, 2000 and incorporated herein by reference.

(2) Certificate of Amendment effective April 30, 2001 - Filed as an Exhibit to Post-Effective Amendment No. 2 to Registrant's Registration Statement on Form N-1A on April 27, 2001 and incorporated herein by reference.

(3) Certificate of Amendment effective May 9, 2001 - Filed herein.

(4) Amendment No. 1 to the Trust Instrument of ING Variable Insurance Trust effective March 1, 2002 - Filed herein.

(5) Certificate of Amendment effective May 1, 2002 - Filed herein.

(6) Amendment No. 2 to the Trust Instrument of ING Variable Insurance Trust effective February 25, 2003 - Filed as an Exhibit to Post-Effective Amendment No. 5 to Registrant's Registration Statement on Form N-1A on April 25, 2003 and incorporated herein by reference.

(7) Amendment No. 3 to the Trust Instrument of ING Variable Insurance Trust (regarding ING GET U.S. Core - Series 1) effective March 10, 2003 - Filed herein.

(8) Amendment No. 4 to the Trust Instrument of ING Variable Insurance Trust (regarding ING GET U.S. Opportunity - Series
1) effective March 10, 2003 - Filed herein.

(9) Amendment No. 5 to the Trust Instrument of ING Variable Insurance Trust effective April 17, 2003 - Filed as an Exhibit to Post-Effective Amendment No. 5 to Registrant's Registration Statement on Form N-1A on April 25, 2003 and incorporated herein by reference.

(10) Amendment No. 6 to the Trust Instrument of ING Variable Insurance Trust (regarding ING GET U.S. Core Series 2) effective September 2, 2003 - Filed herein.

(11) Amendment No. 7 to the Trust Instrument of ING Variable Insurance Trust effective September 22, 2003 - Filed as an Exhibit to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A on December 8, 2003 and incorporated herein by reference.

(12) Amendment No. 8 to the Trust Instrument of ING Variable Insurance Trust effective March 1, 2004 - Filed as an Exhibit to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A on December 8, 2003 and incorporated herein by reference.

(13) Amendment No. 9 to the Trust Instrument of ING Variable Insurance Trust effective May 28, 2004 - Filed as an Exhibit to Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form N-1A on April 30, 2004 and incorporated herein by reference.

(14) Amendment No. 10 to the Trust Instrument of ING Variable Insurance Trust effective August 27, 2004 - Filed as an Exhibit to Post-Effective Amendment No. 12 to Registrant's Registration Statement on Form N-1A on April 30, 2004 and incorporated herein by reference.

(15) Amendment No. 11 to the Trust Instrument of ING Variable Insurance Trust (regarding ING GET U.S. Core - Series 7) effective June 3, 2004 - Filed herein.

(16) Amendment No. 12 to the Trust Instrument of ING Variable Insurance Trust (regarding ING GET U.S. Core - Series 8) effective June 3, 2004 - Filed herein.

(17) Amendment No. 13 to the Trust Instrument of ING Variable Insurance Trust (regarding ING GET U.S. Core - Series 9) effective June 3, 2004 - Filed herein.

(b) By-Laws of Registrant - Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A on April 11, 2000 and incorporated herein by reference.

(c) The rights of holders of the securities being registered are set out in Articles II, VII, IX and X of the Trust Instrument referenced in Exhibit (a) above and in Articles IV, VI and XIII of the By-Laws referenced in Exhibit (b) above.

(d) (1) Restated Investment Management Agreement between Pilgrim Variable Insurance Trust and ING Pilgrim Investments, LLC dated May 9, 2001 - Filed as an Exhibit to Pre-Effective Amendment No. 4 to Registrant's Registration Statement on Form N-1A on April 18, 2002 and incorporated herein by reference.

(i) Amended and Restated Schedule 1 to the Restated Investment Management Agreement between Pilgrim

Variable Insurance Trust and ING Pilgrim Investments, LLC dated June 14, 2004 - Filed herein.

(2) Sub-Advisory Agreement, made February 25, 2003, between ING Investments, LLC and Aeltus Investment Management, Inc. - Filed as an Exhibit to Post- Effective Amendment No. 11 to the Registrant's Registration Statement on Form N-1A filed on March 12, 2004 and incorporated herein by reference.

(i) First Amendment to the Sub-Advisory Agreement between ING Investments, LLC and Aeltus Investment Management, Inc., effective as of July 11, 2003 - Filed as an Exhibit to Post- Effective Amendment No. 11 to the Registrant's Registration Statement on Form N-1A filed on March 12, 2004 and incorporated herein by reference.

(ii) Second Amendment to the Sub-Advisory Agreement between ING Investments, LLC and Aeltus Investment Management, Inc., effective as of September 1, 2003 - Filed as an Exhibit to Post- Effective Amendment No. 11 to the Registrant's Registration Statement on Form N-1A filed on March 12, 2004 and incorporated herein by reference.

(iii) Amended Schedule A to the Sub-Advisory Agreement, made February 25, 2003, between ING Investments, LLC and Aeltus Investment Management, Inc. dated June 14, 2004 - Filed herein.

(3) Restated Expense Limitation Agreement between ING Variable Insurance Trust and ING Investments, LLC dated August 1, 2003 - Filed as an Exhibit to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N1-A on December 8, 2003 and incorporated herein by reference.

(4) Restated Expense Limitation Agreement between ING Variable Insurance Trust and ING Investments, LLC (for the ING VP Worldwide Growth Portfolio only) dated August 1, 2003 - Filed herein.

(e) (1) Distribution Agreement between ING Variable Insurance Trust and ING Funds Distributor, LLC dated February 25, 2003 - Filed herein.

(i) Amended Schedule A with respect to the Distribution Agreement between ING Variable Insurance Trust and ING Funds Distributor, LLC dated June 14, 2004 - Filed herein.

(f) N/A

(g) (1) Custody Agreement between The Bank of New York and Registrant dated January 6, 2003 - Filed as an Exhibit to Post- Effective Amendment No. 11 to the Registrant's Registration Statement on Form N-1A filed on March 12, 2004 and incorporated herein by reference.

(i) Amended Exhibit A to the Custody Agreement with The Bank of New York dated June 14, 2004 - Filed herein.

(2) Foreign Custody Manager Agreement between The Bank of New York and Registrant - Filed as an Exhibit to Post Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A filed on May 29, 2003 and incorporated herein by reference.

(i) Amended Exhibit A to the Foreign Custody Manager Agreement with The Bank of New York dated as of June 14, 2004 - Filed herein.

(ii) Amended Schedule 2 to the Foreign Custody Manager Agreement with The Bank of New York dated as of June 6, 2003 - Filed herein.

(3) Securities Lending Agreement and Guaranty between Investment Company and The Bank of New York dated August 7, 2003 - Filed as an Exhibit to Post- Effective Amendment No. 11 to the Registrant's Registration Statement on Form N-1A filed on March 12, 2004 and incorporated herein by reference.

(i) Amended Exhibit A to the Securities Lending Agreement and Guaranty with The Bank of New York dated as of February 1, 2004 - Filed herein.

(4) Cash Reserve Agreement with The Bank of New York dated March 31, 2003 - Filed as an Exhibit to Post- Effective Amendment No. 11 to the Registrant's Registration Statement on Form N-1A filed on March 12, 2004 and incorporated herein by reference.

(i) Amended Exhibit A with respect to the Cash Reserve Agreement with The Bank of New York dated as of June 14, 2004 - Filed herein.

(h) (1) Participation Agreement among Equitable Life Insurance Company of Iowa, the Registrant, ING Mutual Funds Management Co. LLC and ING Funds Distributor, Inc. dated April 28, 2000 - Filed as an Exhibit to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A on May 18, 2000 and incorporated herein by reference.

(2) Participation Agreement among Golden American Life Insurance Company, the Registrant, ING Mutual Funds Management Co. LLC and ING Funds Distributor, Inc. dated April 28, 2000 - Filed as an Exhibit to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A on May 18, 2000 and incorporated herein by reference.

(3) Participation Agreement among First Golden American Life Insurance Company of New York, the Registrant, ING Mutual Funds Management Co. LLC and ING Funds Distributor, Inc. dated April 28, 2000 - Filed as an Exhibit to Post-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A on May 18, 2000 and incorporated herein by reference.

(4) Administration Agreement between ING Variable Insurance Trust and ING Funds Services, LLC dated February 25, 2003 - Filed herein.

(i) Amended Schedule A to the Administration Agreement between ING Variable Insurance Trust and ING Funds Services, LLC dated June 14, 2004 - Filed herein.

(5) Fund Accounting Agreement between Registrant and The Bank of New York dated January 6, 2003 - Filed as an Exhibit to Post- Effective Amendment No. 11 to the Registrant's Registration Statement on Form N-1A filed on March 12, 2004 and incorporated herein by reference.

(i) Amended Exhibit A to Fund Accounting Agreement between Registrant and The Bank of New York dated June 14, 2004
- Filed herein.

(6) Agency Agreement between Registrant and DST Systems, Inc. - Filed as an Exhibit to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N1-A on December 8, 2003 and incorporated herein by reference.

(i) Amended and Restated Exhibit A to the Agency Agreement between Registrant and DST Systems, Inc. dated June 14, 2004 - Filed herein.

(i) (1) Opinion and Consent of Paul, Weiss, Rifkind, Wharton & Garrison regarding the legality of the securities being issued - Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A on April 11, 2000 and incorporated herein by reference.

(2) Opinion and Consent of Dechert LLP regarding the legality of the securities being issued (ING GET U.S. Core Portfolio - Series 1 and Series 2) - Filed as an Exhibit to Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A on May 29, 2003 and incorporated herein by reference.

(3) Opinion and Consent of Dechert LLP regarding the legality of the securities being issued (ING GET U.S. Core Portfolio - Series 3 and Series 4) - Filed as an Exhibit to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N-1A on December 8, 2003 and incorporated herein by reference.

(4) Opinion and Consent of Dechert LLP regarding the legality of the securities being issued (ING GET U.S. Core Portfolio - Series 5 and Series 6) - Filed as an Exhibit to Post-Effective Amendment No. 13 to Registrant's Registration Statement on Form N-1A on May 26, 2004 and incorporated herein by reference.

(5) Opinion and Consent of Dechert LLP regarding the legality of the securities being issued (ING GET U.S. Core Portfolio - Series 7 and Series 8) - To be filed by Amendment.

(j) Consent of Independent Auditors - To be filed by Amendment.

(k) N/A

(l) Form of Purchase Agreement. - Filed as an Exhibit to Pre-Effective Amendment No. 1 to Registrant's Registration Statement on Form N-1A on April 11, 2000 and incorporated herein by reference.

(m) (1) Distribution Plan between ING Variable Insurance Trust and ING Funds Distributor, LLC dated February 25, 2003 - Filed as an exhibit to Post-Effective Amendment No. 7 to Registrant's Registration Statement on Form N-1A on May 29, 2003 and incorporated herein by reference.

(i) Amended Schedule A to the Distribution Plan between ING Variable Insurance Trust and ING Funds Distributor, LLC
- Filed herein.

(n) N/A

(o) N/A

(p) (1) ING Funds and Advisers Code of Ethics dated as of June 1, 2004 - Filed herein.

(2) Aeltus Investment Management, Inc. Code of Ethics - Filed as an Exhibit to Post-Effective Amendment No. 9 to Registrant's Registration Statement on Form N1-A on December 8, 2003 and incorporated herein by reference.

ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

There are no persons controlled by or under common control with the Fund.

ITEM 25. INDEMNIFICATION

Reference is made to Article IX of Registrants By-Laws and paragraphs 1.11 of the Distribution Agreement.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Securities Act") may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant understands that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities 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 the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities 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 Securities Act and will be governed by the final adjudication of such issue.

The Registrant is covered under an insurance policy insuring its officers and trustees against liabilities, and certain costs of defending claims against such officers and trustees, to the extent such officers and trustees are not found to have committed conduct constituting misfeasance, bad faith, gross negligence or reckless disregard in the performance of their duties. The insurance policy also insures the Registrant against the cost of indemnification payments to officers under circumstances.

Section 12 of the Investment Management Agreement with ING Investments, LLC (formerly ING Pilgrim Investments, LLC) and Section 9 of the Sub-Advisory Agreement with ING Investment Management Advisors B.V. and ING Investment Management LLC, Section 1.11 of the Distribution Agreement between the Registrant and ING Funds Distributor, LLC (formerly ING Funds Distributor, Inc.), and Section 20 of the Distribution Agreement between

the

Registrant and ING Pilgrim Securities, Inc. limit the liability of Manager, the Sub-Advisors and the Distributor to liabilities arising from willful misfeasance, bad faith or gross negligence in the performance of their respective duties or from reckless disregard by them of their respective obligations and duties under the agreements.

The Registrant hereby undertakes that it will apply the indemnification provisions of its Trust Instrument, By-Laws, Management Agreement and Distribution Agreement in a manner consistent with Release No. 11330 of the Securities and Exchange Commission under the 1940 Act so long as the interpretations of Section 17(h) and 17(i) of such Act remain in effect and are consistently applied.

ITEM 26. BUSINESS AND OTHER CONNECTIONS OF THE ADVISER

(a) Information as to the directors and officers of ING Investments, LLC (the "Investment Manager"), together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the directors and officers of the Investment Manager in the last two years, is included in its application for registration as an investment adviser on Form ADV (File No. 801-48282) filed under the Investment Advisers Act of 1940 and is incorporated herein by reference thereto.

ITEM 27. PRINCIPAL UNDERWRITERS

(a) ING Funds Distributor, LLC is the principal underwriter for ING Mutual Funds; ING Funds Trust; ING Equity Trust; ING Investment Funds, Inc.; ING Prime Rate Trust; ING Mayflower Trust; ING Senior Income Fund; ING Series Fund, Inc.; ING Variable Products Trust; ING VP Emerging Markets Fund, Inc.; ING VP Natural Resources Trust; ING Variable Insurance Trust; USLICO Series Fund; ING VP Balanced Portfolio, Inc.; ING Variable Portfolios, Inc.; ING Variable Funds; ING VP Bond Portfolio; ING VP Money Market Portfolio; ING Strategic Allocation Portfolios, Inc. and ING GET Fund.

(b) Not applicable.

ITEM 28. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules thereunder are maintained at the offices of:

(a) ING Variable Insurance Trust, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258

(b) ING Mutual Funds Management Co. LLC, 1475 Dunwoody Drive, West Chester, PA 19380 (records of prior investment manager) and 230 Park Avenue, New York, NY 10169 (records of prior investment manager relating to its UIT business)

(c) ING Funds Distributor, LLC (formerly ING Funds Distributor, Inc.), 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258 (records of principal underwriter)

(d) ING Investment Management Advisors B.V., Schenkkade 65, 2595 AS, The Hague, The Netherlands (records relating to its functions as former investment sub-adviser for ING VP Worldwide Growth Portfolio and ING VP Global Technology Portfolio)

(e) ING Investment Management LLC, 5780 Powers Ferry Road, N.W., Suite 300, Atlanta, GA 30327 (records relating to its functions as former investment sub-adviser for ING VP High Yield Bond Portfolio)

(f) State Street Bank Trust Company, 801 Pennsylvania Street, Kansas City, MO 64105

(g) ING Investments, LLC, 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258

(h) DST Systems, Inc., 333 W. 11th Street, Kansas City, MO 64105

(records relating to its functions as transfer agent)

(i) The Bank of New York, One Wall Street, New York, NY 10286 (records

relating to its functions as custodian)

(j) ING Investment Management Co. (ING IM) (formerly known as Aeltus Investment Management, Inc.) 10 State House Square, Hartford, CT 06103-3602 (relating to its function as Sub-Adviser).

ITEM 29. MANAGEMENT SERVICES

Not applicable.

ITEM 30. UNDERTAKINGS

Not applicable.

]

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the "1933 Act"), and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Scottsdale and State of Arizona on the 31st day of August, 2004.

ING VARIABLE INSURANCE TRUST

By: /s/ Huey P. Falgout, Jr.
----------------------------
        Huey P. Falgout, Jr.
                   Secretary

Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

          SIGNATURES                          TITLE                      DATE
          ----------                          -----                      ----
--------------------------------        Trustee and Chairman         August 31, 2004
        John G. Turner*

--------------------------------        President and Chief          August 31, 2004
       James M. Hennessy*               Executive Officer


-------------------------------         Executive Vice President     August 31, 2004
       Michael J. Roland*               Principal Financial Office


-------------------------------         Trustee                      August 31, 2004
        Paul S. Doherty*

------------------------------          Trustee                      August 31, 2004
       J. Michael Earley*

-------------------------------         Trustee                      August 31, 2004
     R. Barbara Gitenstein*

-------------------------------         Trustee                      August 31, 2004
    Walter H. May, Jr.*

-------------------------------         Trustee                      August 31, 2004
    Thomas J. McInerney*

-------------------------------         Trustee                      August 31, 2004
        Jock Patton*

-------------------------------         Trustee                      August 31, 2004
    David W. C. Putnam*

-------------------------------         Trustee                      August 31, 2004
     Blaine E. Rieke*

-------------------------------         Trustee                      August 31, 2004
     Roger B. Vincent*

-----------------------------------     Trustee                      August 31, 2004
      Richard A. Wedemeyer*

*By: /s/ Huey P. Falgout, Jr.
   --------------------------------
   Huey P. Falgout, Jr.
   Attorney-in-fact**

** Powers of Attorney for James M. Hennessy, Michael J. Roland and each Trustee listed above were filed as attachments to Post-Effective Amendment No. 10 to the

Registrant's Form N-1A Registration Statement on February 27, 2004 and are incorporated herein by reference.

EXHIBIT INDEX

EXHIBIT NUMBER                   EXHIBIT DESCRIPTION
--------------                   -------------------
a (3)             Certificate of Amendment effective May 9, 2001

a (4)             Amendment No. 1 to the Trust Instrument of ING Variable
                  Insurance Trust effective March 1, 2002

a (5)             Certificate of Amendment effective May 1, 2002

a (7)             Amendment No. 3 to the Trust Instrument of ING Variable
                  Insurance Trust effective March 10, 2003

a (8)             Amendment No. 4 to the Trust Instrument of ING Variable
                  Insurance Trust effective March 10, 2003

a (10)            Amendment No. 6 to the Trust Instrument of ING Variable
                  Insurance Trust effective September 2, 2003

a (15)            Amendment No. 11 to the Trust Instrument of ING Variable
                  Insurance Trust effective June 3, 2004

a (16)            Amendment No. 12 to the Trust Instrument of ING Variable
                  Insurance Trust effective June 3, 2004

a (17)            Amendment No. 13 to the Trust Instrument of ING Variable
                  Insurance Trust effective June 3, 2004

d (1)(i)          Amended and Restated Schedule 1 to the Restated Investment
                  Management Agreement between Pilgrim Variable Insurance
                  Trust and ING Pilgrim Investments, LLC dated June 14, 2004

d (2)(iii)        Amended Schedule A to the Sub-Advisory Agreement, made
                  February 25, 2003, between ING Investments, LLC and Aeltus
                  Investment Management, Inc. dated June 14, 2004

d (4)             Restated Expense Limitation Agreement between ING Variable
                  Insurance Trust and ING Investments, LLC (for the ING VP
                  Worldwide Growth Portfolio only) dated August 1, 2003

e (1)             Distribution Agreement between ING Variable Insurance
                  Trust and ING Funds Distributor, LLC dated February 25,
                  2003

e (1)(i)          Amended Schedule A with respect to the
                  Distribution Agreement between ING Variable
                  Insurance Trust and ING
                  Funds Distributor, LLC dated June 14, 2004

g (1)(i)          Amended Exhibit A to the Custody Agreement with The Bank
                  of New York dated June 14, 2004

g (2)(i)          Amended Exhibit A to the Foreign Custody Manager Agreement
                  with The Bank of New York dated as of June 14, 2004

g (2)(ii)         Amended Schedule 2 to the Foreign Custody Manager
                  Agreement with The Bank of New York dated as of June 6,
                  2003

g (3)(i)          Amended Exhibit A to the Securities Lending Agreement and
                  Guaranty with The Bank of New York dated as of February 1,
                  2004

g (4)(i)          Amended Exhibit A with respect to the Cash
                  Reserve Agreement with The Bank of New York
                  dated as of June 14,
                  2004

h (4)             Administration Agreement between ING Variable Insurance
                  Trust and ING Funds Services, LLC dated February 25, 2003

h (4)(i)          Amended Schedule A to the Administration Agreement between
                  ING Variable Insurance Trust and ING Funds Services, LLC
                  dated June 14, 2004

h (5)(i)          Amended Exhibit A to Fund Accounting Agreement between
                  Registrant and The Bank of New York dated June 14, 2004

h (6)(i)          Amended and Restated Exhibit A to the Agency Agreement
                  between Registrant and DST Systems, Inc. dated June 14,
                  2004

m (1)(i)          Amended Schedule A to the Distribution Plan between ING
                  Variable Insurance Trust and ING Funds Distributor, LLC

p (1)             ING Funds and Advisers Code of Ethics dated as of June 1,
                  2004

EXHIBIT a(3)

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION Of CORPORATIONS
FILED 11:45 AM 05/11/2001
010228408 - 3070247

CERTIFICATE OF AMENDMENT

PILGRIM VARIABLE INSURANCE TRUST

This Certificate of Amendment ("Certificate") is filed in accordance with the provisions of the Delaware Business Trust Act (Del. Code Ann. tit. 12, sections 3810 et seq.) and sets forth the following:

1. The name of the Trust is: Pilgrim Variable Insurance Trust ("Trust").

2. The name and business address of the registered agent is: The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware, 19801, New Castle County.

3. This is a registered investment company under the Federal Investment Company Act.

4. The Trust's Certificate of Trust is hereby amended to add the following new paragraph:

Notice of Limitation of Liabilities of Series. Pursuant to Del. Code Ann. tit. 12, section 3804, notice is hereby given that the Trust is or may hereafter be constituted a series trust. The debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to any particular series of the Trust shall be enforceable against the assets of such series only, and not against the assets of the Trust generally.

5. This certificate is effective upon filing.

IN WITNESS WHEREOF, the undersigned, being the trustees of the Trust have duly executed this Certificate of Amendment on this 9th day of May, 2001.

IN WITNESS WHEREOF, the undersigned have this day signed this Certificate of Amendment of Declaration of Trust.

Dated: May 9, 2001

/s/ John G. Turner                            /s/ Jock patton
---------------------------------             ---------------------------------
John G. Turner                                Jock Patton

/s/ Paul S. Doherty                           /s/  David W.C. Putnam
---------------------------------             ---------------------------------
Paul S. Doherty                               David W.C. Putnam

/s/ Alan L. Gosule                            /s/  Blaine E. Rieke
---------------------------------             ---------------------------------
Alan L. Gosule                                Blaine E. Rieke

/s/ Walter H. May
---------------------------------             ---------------------------------
Walter H. May                                 Richard A. Wedemeyer

/s/ Thomas J. McInerney
---------------------------------
Thomas J. McInerney

EXHIBIT a(4)

AMENDMENT NO. 1 TO
TRUST INSTRUMENT OF
ING VARIABLE INSURANCE TRUST

March 1,2002

THIS AMENDMENT NO. 1 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST DATED July 15, 1999 (the "Trust Instrument"), as amended, has been executed effective as of the date hereof by the undersigned, constituting a majority of the Trustees of Pilgrim Variable Insurance Trust (the "Trust"), acting pursuant to Article XI, Section 11.8 of the Trust Instrument:

WHEREAS, on December 17, 2001, the Trustees approved amending the Trust Instrument of the Trust, subject to shareholder approval, to remove the upper limit on the number of Trustees that the Board of Trustees may set from time to time (the "Amendment"); and

WHEREAS, the holders of a majority of the Shares outstanding and entitled to vote adopted the Amendment on February 21,2002.

NOW, THEREFORE, BE IT RESOLVED, that Article III, Section 3.6, of the Trust Instrument of the Trust shall be stricken in its entirety and the following inserted in its place:

"Section 3.6. Number of Trustees. The number of Trustees shall be at least one (1), and thereafter shall be such number as shall be fixed from time to time by a majority of the Trustees."

IN WITNESS WHEREOF, the undersigned have caused these presents to be executed as of the day and year first above written.

/s/ Paul S. Doherty                         /s/ Jock Patton
------------------------------------        ------------------------------------
Paul S. Doherty, as Trustee                 Jock Patton, as Trustee

/s/ J. Michael Earley                       /s/ David W.C. Putnam
------------------------------------        ------------------------------------
J. Michael Earley,as Trustee                David W.C. Putnam, as Trustee

/s/ R. Barbara Gitenstein                   /s/ Blaine E. Rieke
------------------------------------        ------------------------------------
R. Barbara Gitenstein, as Trustee           Blaine E. Rieke, as Trustee

/s/ R. Glenn Hilliard                       /s/ John G. Turner
------------------------------------        ------------------------------------
R. Glenn Hilliard, as  Trustee              John G. Turner, as Trustee

/s/ Walter H. May                           /s/ Roger B. Vincent
------------------------------------        ------------------------------------
Walter H. May, as  Trustee                  Roger B. Vincent, as Trustee

/s/ Thomas J. McInerney                     /s/ Richard A. Wedemeyer
------------------------------------        ------------------------------------
Thomas J. McInerney, as Trustee             Richard A. Wedemeyer, as Trustee

EXHIBIT a(5)

STATE OF DELAWARE
SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 04/23/2002
020283823 - 3070247

CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF TRUST

PILGRIM VARIABLE INSURANCE TRUST

This Certificate of Amendment ("Certificate") is filed in accordance with the provisions of the Delaware Business Trust Act (Del. Code Ann. tit. 12, sections 3801 et seq.) and sets forth the following:

1. The name of the Trust is: Pilgrim Variable Insurance Trust ("Trust").

2. The name and business address of the registered agent is: The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 19801, New Castle County.

3. This is a registered investment company under the Investment Company Act of 1940, as amended.

4. The Trust's Certificate of Trust is hereby amended to change the name of the Trust to ING Variable Insurance Trust.

5. This certificate shall be effective on May 1,2002.

IN WITNESS WHEREOF, the undersigned, being a trustee of the Trust has duly executed this Certificate of Amendment on this 22 day of april, 2002.

/s/ Paul S. Doherty                         /s/ Jock Patton
----------------------                      --------------------------
Paul S. Doherty, as Trustee                 Jock Patton, as Trustee

/s/ J. Michael Earley                       /s/ David W.C. Putnam
----------------------                      --------------------------
J. Michael Earley, as Trustee               David W.C. Putnam, as Trustee

/s/ R. Barbara Gitenstein                   /s/ Blaine E. Rieke
----------------------                      --------------------------
R. Barbara Gitenstein, as Trustee           Blaine E. Rieke, as Trustee

/s/ R. Glenn Hilliard                       /s/ John G. Turner
----------------------                      --------------------------
R. Glenn Hilliard, as Trustee               John G. Turner, as Trustee

/s/ Walter H. May                           /s/ Roger B. Vincent
----------------------                      --------------------------
Walter H. May, as Trustee                   Roger B. Vincent, as Trustee

/s/ Thomas J. McInerney                     /s/ Richard A. Wedemeyer
----------------------                      --------------------------
Thomas J. McInerney, as Trustee             Richard A. Wedemeyer, as  Trustee

EXHIBIT a(7)

AMENDMENT NO. 3 TO TRUST INSTRUMENT OF
ING VARIABLE INSURANCE TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL INTEREST

EFFECTIVE MARCH 10,2003

THIS AMENDMENT NO. 3 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware business trust (the "Trust"), dated July 15,1999 (the "Trust Instrument"), as amended, reflects resolutions adopted by the Board of Trustees on February 25, 2003, with respect to ING GET U.S. Core Portfolio - Series 1, new series of the Trust acting pursuant to Sections 2.1 and 2.6 of the Trust Instrument of the Trust. The resolution serves to establish and designate the series.

ING VARIABLE INSURANCE TRUST

SECRETARY'S CERTIFICATE

I, Kimberly A. Anderson, Secretary of ING Variable Insurance Trust (the "Trust"), do hereby certify that the following is a true copy of a resolution duly adopted by the Board of Trustees of the Trust at a meeting held on February 25,2003 with regard to the designation of a new series of the Trust:

RESOLVED, that pursuant to Article II, Sections 2.1 and 2.6 of the Trust Instrument dated July 15,1999, as amended, of the Trust (the "Trust Instrument"), the establishment of an additional separate series designated as ING GET U.S. Core Portfolio - Series 1 be, and it hereby is, approved and that the officers of the Trust be, and hereby are, authorized to prepare, execute and deliver an Amendment to the Trust Instrument to establish the series, to be effective on a date deemed appropriate by the officers of the Trust.

                                                  /s/ Kimberly A.Anderson
                                                  -----------------------------
                                                  Kimberly A.Anderson
                                                  Secretary

Dated: March 10,2003

EXHIBIT a(8)

AMENDMENT NO. 4 TO TRUST INSTRUMENT OF
ING VARIABLE INSURANCE TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL INTEREST

EFFECTIVE MARCH 10, 2003

THIS AMENDMENT NO. 4 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware business trust (the "Trust"), dated July 15, 1999 (the "Trust Instrument"), as amended, reflects resolutions adopted by the Board of Trustees on February 25, 2003, with respect to ING GET U.S. Opportunity Portfolio - Series 1, new series of the Trust acting pursuant to Sections 2.1 and 2.6 of the Trust Instrument of the Trust. The resolution serves to establish and designate the series.

ING VARIABLE INSURANCE TRUST

SECRETARY'S CERTIFICATE

I, Kimberly A. Anderson, Secretary of ING Variable Insurance Trust (the "Trust"), do hereby certify that the following is a true copy of a resolution duly adopted by the Board of Trustees of the Trust at a meeting held on February 25, 2003 with regard to the designation of a new series of the Trust:

RESOLVED, that pursuant to Article II, Sections 2.1 and 2.6 of the Trust Instrument dated July 15, 1999, as amended, of the Trust (the "Trust Instrument"), the establishment of an additional separate series designated as ING GET U.S. Opportunity Portfolio - Series 1 be, and it hereby is, approved and that the officers of the Trust be, and hereby are, authorized to prepare, execute and deliver an Amendment to the Trust Instrument to establish the series, to be effective on a date deemed appropriate by the officers of the Trust.

                                                /s/ Kimberly A. Anderson
                                                -----------------------------
                                                Kimberly A. Anderson
                                                Secretary

Dated: March 10, 2003

EXHIBIT a(10)

AMENDMENT NO. 6 TO TRUST INSTRUMENT OF
ING VARIABLE INSURANCE TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL INTEREST

EFFECTIVE: SEPTEMBER 2, 2003

THIS AMENDMENT NO. 6 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware business trust (the "Trust"), dated July 15, 1999 (the "Trust Instrument"), as amended, reflects resolutions adopted by the Board of Trustees on February 25, 2003, with respect to ING GET U.S. Core Portfolio - Series 2, new series of the Trust acting pursuant to Sections 2.1 and 2.6 of the Trust Instrument of the Trust. The resolution serves to establish and designate the series.

ING VARIABLE INSURANCE TRUST

SECRETARY'S CERTIFICATE

I, Kimberly A. Anderson, Secretary of ING Variable Insurance Trust (the "Trust"), do hereby certify that the following is a true copy of a resolution duly adopted by the Board of Trustees of the Trust at a meeting held on February 25, 2003 with regard to the designation of a new series of the Trust:

RESOLVED, that pursuant to Article II, Sections 2.1 and 2.6 of the Trust Instrument dated July 15, 1999, as amended, of the Trust (the "Trust Instrument"), the establishment of an additional separate series designated as ING GET U.S. Core Portfolio - Series 2 be, and it hereby is, approved and that the officers of the Trust be, and hereby are, authorized to prepare, execute and deliver an Amendment to the Trust Instrument to establish the series, to be effective on a date deemed appropriate by the officers of the Trust.

                                               /s/ Kimberly A. Anderson
                                               ---------------------------------
                                                Kimberly A. Anderson
                                                Secretary

Dated: SEPTEMBER 2, 2003

EXHIBIT a(15)

AMENDMENT NO. 11 TO TRUST INSTRUMENT OF
ING VARIABLE INSURANCE TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL INTEREST

EFFECTIVE: JUNE 3, 2004

THIS AMENDMENT NO. 11 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware business trust (the "Trust"), dated July 15, 1999, as amended (the "Trust Instrument"), reflects resolutions adopted by the Board of Trustees on June 3, 2004, with respect to ING GET U.S. Core Portfolio - Series 7, a new series of the Trust acting pursuant to Article II, Section 2.6 and Article XI,
Section 11.8 of the Trust Instrument of the Trust. The resolution serves to establish and designate the series.

ING VARIABLE INSURANCE TRUST

SECRETARY'S CERTIFICATE

I, Huey P. Falgout, Jr., Secretary of ING Variable Insurance Trust (the "Trust"), do hereby certify that the following is a true copy of a resolution duly adopted by the Board of Trustees of the Trust at a meeting held on June 3, 2004 with regard to the designation of a new series of the Trust:

RESOLVED, that pursuant to Article II, Section 2.6 and Article XI, Section 11.8 of the Trust Instrument, dated July 15, 1999, as amended (the "Trust Instrument") of ING Variable Insurance Trust ("IVIT"), the establishment of additional separate series designated as ING GET U.S. Core Portfolio - Series 7, ING GET U.S. Core Portfolio Series - 8 and ING GET U.S. Core Portfolio Series - 9 be, and each hereby is, approved and the officers of IVIT be, and each hereby is, authorized, with the assistance of counsel, to take any and all such actions they determine, in their discretion, to be necessary to prepare, execute and deliver Amendments to the Trust Instrument to establish each series, to be effective on a date deemed appropriate by the officers of IVIT.

                                                /s/ Huey P. Falgout
                                                --------------------------------
                                                Huey P. Falgout, Jr Secretary

Dated: July 12, 2004

EXHIBIT a(16)

AMENDMENT NO. 12 TO TRUST INSTRUMENT OF
ING VARIABLE INSURANCE TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL INTEREST

EFFECTIVE: JUNE 3, 2004

THIS AMENDMENT NO. 12 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware business trust (the "Trust"), dated July 15, 1999, as amended (the "Trust Instrument"), reflects resolutions adopted by the Board of Trustees on June 3, 2004, with respect to ING GET U.S. Core Portfolio - Series 8, a new series of the Trust acting pursuant to Article II, Section 2.6 and Article XI,
Section 11.8 of the Trust Instrument of the Trust. The resolution serves to establish and designate the series.

ING VARIABLE INSURANCE TRUST

SECRETARY'S CERTIFICATE

                                                /s/ Huey P.Falgout, Jr.
                                                -------------------------------
                                                Huey P.Falgout, Jr.
                                                Secretary
Dated: July 12, 2004

EXHIBIT a(17)

AMENDMENT NO. 13 TO TRUST INSTRUMENT OF
ING VARIABLE INSURANCE TRUST

ESTABLISHMENT AND DESIGNATION OF SERIES OF SHARES OF BENEFICIAL INTEREST

EFFECTIVE: JUNE 3, 2004

THIS AMENDMENT NO. 13 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware business trust (the "Trust"), dated July 15, 1999, as amended (the "Trust Instrument"), reflects resolutions adopted by the Board of Trustees on June 3, 2004, with respect to ING GET U.S. Core Portfolio - Series 9, a new series of the Trust acting pursuant to Article II, Section 2.6 and Article XI,
Section 11.8 of the Trust Instrument of the Trust. The resolution serves to establish and designate the series.

ING VARIABLE INSURANCE TRUST

SECRETARY'S CERTIFICATE

                                                /s/ Huey P. Falgout, Jr.
                                                -------------------------------
                                                Huey P. Falgout, Jr.
                                                Secretary

Dated: July 12,2004

EXHIBIT d(1)(i)

[ING FUNDS LOGO]

June 14,2004

Michael J. Roland Executive Vice President ING Investments, LLC
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258

Dear Mr. Roland:

Pursuant to the Restated Management Agreement dated May 9,2001, as amended, between ING Variable Insurance Trust and ING Investments, LLC (the "Agreement") we hereby notify you of our intention to retain you as Manager to render investment advisory services to ING GET U.S. Core Portfolio - Series 7, ING GET U.S. Core Portfolio - Series 8, and ING GET U.S. Core Portfolio - Series 9, each a newly established series of ING Variable Insurance Trust (the "Portfolios"), upon all of the terms and conditions set forth in the Agreement.

Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the Portfolios to AMENDED AND RESTATED SCHEDULE 1 of the Agreement. The AMENDED AND RESTATED SCHEDULE 1, with the annual investment management fees indicated for the Portfolios, is attached hereto.

Please signify your acceptance to act as Manager under the Agreement with respect to the aforementioned Portfolios.

Very sincerely,

/s/ Robert S. Naka
-------------------------------
Robert S. Naka
Senior Vice President
ING Variable Insurance Trust

ACCEPTED AND AGREED TO
ING Investments, LLC

By: /s/ Michael J. Roland
    ----------------------------
    Michael J. Roland
    Executive Vice President

7337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Variable Insurance Trust Scottsdale, AZ 85258-2034 Fax: 480-477-2700 www.ingfunds.com

AMENDED AND RESTATED SCHEDULE 1

WITH RESPECT TO THE

MANAGEMENT AGREEMENT

BETWEEN

ING VARIABLE INSURANCE TRUST

AND

ING INVESTMENTS, LLC

                                                                 ANNUAL INVESTMENT MANAGEMENT FEE
NAME OF FUND                                                     ---------------------------------
-------------                                                 (as a percentage of average daily net assets)
ING GET U.S. Core Portfolio - Series 1                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Core Portfolio - Series 2                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Core Portfolio - Series 3                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Core Portfolio - Series 4                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Core Portfolio - Series 5                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Core Portfolio - Series 6                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Core Portfolio - Series 7                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Core Portfolio - Series 8                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Core Portfolio - Series 9                                0.25% Offering Period
                                                                     0.60% Guarantee Period

ING GET U.S. Opportunity Portfolio - Series 1                         0.25% Offering Period
                                                                     0.75% Guarantee Period

                                                                 ANNUAL INVESTMENT MANAGEMENT FEE
                                                                ----------------------------------
NAME OF FUND                                               (as a percentage of average daily net assets)
------------
ING GET U.S. Opportunity Portfolio - Series 2                         0.25% Offering Period
                                                                     0.75% Guarantee Period

ING VP Worldwide Growth Portfolio                                              1.00%

EXHIBIT d(2)(iii)

[ING FUNDS LOGO]

June 14, 2004

Michael Gioffre
Senior Vice President
Aeltus Investment Management, Inc.
10 State House Square
Hartford, CT 06103-3607

Dear Mr. Gioffre:

Pursuant to Section 1 of the Sub-Advisory Agreement dated February 25, 2003, as amended, between ING Investments, LLC and Aeltus Investment Management, Inc. (the "Agreement") we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to ING GET U.S. Core Portfolio - Series 7, ING GET U.S. Core Portfolio - Series 8, and ING GET U.S. Core Portfolio - Series 9, each a newly established series of ING Variable Insurance Trust (the "Portfolios"), upon all of the terms and conditions set forth in the Agreement.

Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the above-mentioned Portfolios to AMENDED SCHEDULE A of the Agreement. The AMENDED SCHEDULE A, with the annual sub-advisory fees indicated for the Portfolios, is attached hereto.

Please signify your acceptance to act as Sub-Adviser under the Agreement with respect to the Portfolios by signing below.

Very sincerely,

/s/ Michael J. Roland
-------------------------------
Michael J. Roland
Executive Vice President
ING Investments, LLC

ACCEPTED AND AGREED TO:
Aeltus Investment Management, Inc.

By: /s/ Jeffrey T. Belber
    ------------------------
Name: Jeffrey T. Belber
Title: SVP & CFO, Duly Authorized

7337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Investments, LLC Scottsdale, AZ 85258-2034 Fax: 480-477-2744 www.Ingfunds.Com

AMENDED SCHEDULE A

TO THE

SUB-ADVISORY AGREEMENT

BETWEEN

ING INVESTMENTS, LLC

AND

AELTUS INVESTMENT MANAGEMENT, INC.

                                                                      ANNUAL SUB-ADVISORY FEE
NAME OF FUND                                                          -----------------------
------------                                               (as a percentage of average daily net assets)
ING GET U.S. Core Portfolio - Series 1                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Core Portfolio - Series 2                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Core Portfolio - Series 3                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Core Portfolio - Series 4                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Core Portfolio - Series 5                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Core Portfolio - Series 6                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Core Portfolio - Series 7                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Core Portfolio - Series 8                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Core Portfolio - Series 9                                 0.1125% Offering Period
                                                                       0.270% Guarantee Period

ING GET U.S. Opportunity Portfolio - Series 1                          0.1125% Offering Period
                                                                      0.3375% Guarantee Period

                                                                    ANNUAL SUB-ADVISORY FEE
                                                                   --------------------------
NAME OF FUND                                               (as a percentage of average daily net assets)
------------
ING GET U.S. Opportunity Portfolio - Series 2                          0.1125% Offering Period
                                                                      0.3375% Guarantee Period

                                                                             0.4500%
ING VP Worldwide Growth Portfolio

EXHIBIT d(4)

RESTATED EXPENSE LIMITATION AGREEMENT

ING VARIABLE INSURANCE TRUST

This RESTATED EXPENSE LIMITATION AGREEMENT (this "Agreement"), effective this 1st day of August 2003, restates the Amended and Restated Expense Limitation Agreement dated March 1, 2002 by and between ING Investments, LLC (the "Investment Manager") and ING Variable Insurance Trust (the "Registrant"). If the Registrant is a series fund investment company, then the Registrant is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a "Fund," collectively the "Funds"), as such schedule may be amended from time to time to add or delete series. If the Registrant is not a series fund investment company, then this Agreement shall apply to the Registrant, and the use of the terms "Fund" or "Funds" herein shall refer to the Registrant.

WHEREAS, the Registrant is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end management company; and

WHEREAS, the Registrant and the Investment Manager desire that the provisions of this Agreement do not adversely affect a Fund's status as a "regulated investment company" under Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), do not interfere with a Fund's ability to compute its taxable income under Code Section 852, do not adversely affect the status of the distributions a Fund makes as deductible dividends under Code
Section 562, and do comply with the requirements of Revenue Procedure 99-40 (or any successor pronouncement of the Internal Revenue Service); and

WHEREAS, the Registrant and the Investment Manager have entered into an investment management agreement (the "Management Agreement"), pursuant to which the Investment Manager provides investment advisory services to each Fund; and

WHEREAS, the Registrant and the Investment Manager have determined that it is appropriate and in the best interests of the Funds and their shareholders to maintain the expenses of each Fund at a level below the level to which each such Fund might otherwise be subject.

NOW, THEREFORE, the parties hereto agree as follows:

1. Expense Limitation.

1.1 Applicable Expense Limit. To the extent that the ordinary operating expenses, including but not limited to investment advisory fees payable to the Investment Manager, but excluding interest, taxes, other investment-related costs, leverage expenses (as defined below), extraordinary expenses such as litigation, other expenses not incurred in the ordinary course of such Fund's business, and expenses of any counsel or other persons or services retained by such Fund's Trustees who are not "interested persons," as that term is defined in the 1940 Act, of the Investment Manager (the "Fund Operating Expenses"), incurred by a class of a Fund listed on Schedule A in any fiscal year exceed the Operating Expense Limit, as defined in Section 1.2 below, for such class for such fiscal year, such excess amount (the "Excess Amount") shall be the liability of the Investment Manager. For the purposes of this Agreement, leverage expenses shall mean fees, costs and expenses incurred by a

Fund's use of leverage (including, without limitation, expenses incurred by a Fund in creating, establishing and maintaining leverage through borrowings or the issuance of preferred shares).

1.2 Operating Expense Limit. The Operating Expense Limit in any fiscal year with respect to each class of a Fund shall be the amount specified in Schedule A.

1.3 Daily Computation. The Investment Manager shall determine on each business day whether the aggregate fiscal year to date Fund Operating Expenses for any class of a Fund exceed the Operating Expense Limit, as such Operating Expense Limit has been pro-rated to the date of such determination (the "Pro-Rated Expense Cap"). If, on any business day, the aggregate fiscal year to date Fund Operating Expenses for any class of a Fund do not equal the Pro-Rated Expense Cap for that class, the amount of such difference shall be netted against the previous day's accrued amount for Excess Amounts or Recoupment Amounts (as defined below), and the difference shall be accrued for that day as an Excess Amount or Recoupment Amount as applicable.

1.4 Payment. At the end of each month, the accruals made pursuant to
Section 1.3 above shall be netted, and the result shall be remitted by the Investment Manager to the Fund if such netting results in an Excess Amount, and it shall be remitted to the Investment Manager if such netting results in a Recoupment Amount and the Investment Manager is entitled to a Recoupment Amount pursuant to Section 2.1 below. Any such amounts remitted to a Fund, or repaid by a Fund, shall be allocated among the classes of the Fund in accordance with the terms of the Fund's Multiple Class Plan Pursuant to Rule 18f-3 under the 1940 Act. The Registrant may offset amounts owed to a Fund pursuant to this Agreement against the Fund's advisory fee payable to the Investment Manager.

2. Right to Recoupment. If the Investment Manager has waived or reduced any investment advisory fees, or made any payments pursuant to Section 1.4 above, relating to any of the 36 months immediately preceding any month end calculation pursuant to Section 1.4 above, the Investment Manager shall be entitled to recoup from a Fund any such investment advisory fees waived or reduced and any such payments made (collectively, a "Recoupment Amount"), if (i) on the date of any calculation under Section 1.3, the aggregate fiscal year to date Fund Operating Expenses for any class of a Fund are less than that day's Pro-Rated Expense Cap for that class, and (ii) such Recoupment Amounts have not already been recouped. Any amounts recouped from a class of a Fund shall be recouped in accordance with the principles of the Fund's Multiple Class Plan Pursuant to Rule 18f-3 under the 1940 Act. Amounts recouped shall be allocated to the oldest Recoupment Amounts during such 36-month period until fully recouped, and thereafter to the next oldest Recoupment Amounts, and so forth.

3. Term and Termination. This Agreement shall have an initial term with respect to each Fund ending on the date indicated on Schedule A, as such schedule may be amended from time to time. Thereafter, this Agreement shall automatically renew for one-year terms with respect to a Fund unless the Investment Manager provides written notice of the termination of this Agreement to a lead Independent Trustee of the Registrant within 90 days of the end of the then current term for that Fund. In addition, this Agreement shall terminate with respect to a Fund upon termination of the Management Agreement with respect to such Fund, or it may be terminated by the Registrant, without payment of any penalty, upon written notice to the Investment Manager at its principal place of business within 90 days of the end of the then current term for a Fund.

4. Miscellaneous.

4.1 Captions. The captions in this Agreement are included for convenience of reference only and in no other way define or delineate any of the provisions hereof or otherwise affect their construction or effect.

4.2 Interpretation. Nothing herein shall be deemed to require the Registrant or a Fund to take any action contrary to the Registrant's articles of incorporation, declaration of trust, or similar governing document, an applicable prospectus or statement of additional information, or any applicable statutory or regulatory requirement, or to relieve or deprive the Registrant's Board of Trustees of its responsibility for and control of the conduct of the affairs of the Registrant or the Funds.

4.3 Definitions. Any question of interpretation of any term or provision of this Agreement, including but not limited to the investment management fee, the computations of net asset values, and the allocation of expenses, having a counterpart in or otherwise derived from the terms and provisions of the Management Agreement or the 1940 Act, shall have the same meaning as and be resolved by reference to such Management Agreement or the 1940 Act.

4.4 Amendments. This Agreement may be amended only by a written agreement signed by each of the parties hereto.

IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by their respective officers thereunto duly authorized, as of the day and year first above written.

ING VARIABLE INSURANCE TRUST                  ING INVESTMENTS, LLC

By: /s/ Robert S. Naka                        By: /s/ Michael J. Roland
    -----------------------                       -------------------------
Name: Robert S. Naka                          Name: Michael J. Roland
Title:Senior Vice President                   Title:Executive Vice President

SCHEDULE A

TO THE

RESTATED EXPENSE LIMITATION AGREEMENT

ING VARIABLE INSURANCE TRUST

OPERATING EXPENSE LIMITS

                                              MAXIMUM OPERATING EXPENSE LIMIT
NAME OF FUND                             (AS A PERCENTAGE OF AVERAGE NET ASSETS)
------------                             ---------------------------------------
ING VP Worldwide Growth Portfolio                         1.23%
Initial Term Expires December 31, 2004

EXHIBIT e(1)

DISTRIBUTION AGREEMENT

This Agreement made this 25th day of February, 2003, by and between ING Variable Insurance Trust (the "'Trust") and ING Funds Distributor, LLC ("Distributor"), a Delaware limited liability corporation.

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a diversified open-end investment company and offers its shares continuously to separate accounts of insurance companies ("Separate Accounts") to serve as an investment option under variable annuity contracts or variable life insurance policies issued by the insurance companies; and its shares may be sold in the future to separate accounts of other affiliated or unaffiliated insurance companies; and

WHEREAS, the Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member of the National Association of Securities Dealers, Inc. ("NASD"); and

WHEREAS, the Trust and the Distributor wish to enter into this Agreement whereby the Distributor will act as the Trust's principal underwriter for the sale of shares of the Funds listed on the attached Schedule A comprising the Trust to the Separate Accounts;

NOW, THEREFORE, the parties hereto agree as follows:

1. APPOINTMENT OF THE DISTRIBUTOR

The Trust hereby appoints the Distributor as the principal underwriter and distributor of the Trust to sell shares of the Trust's Funds to the Separate Accounts and any other persons, and the Distributor hereby accepts such appointment.

2. PURCHASE OF SHARES FROM THE TRUST

A. The Trust herewith engages the Distributor to act as exclusive distributor of the shares of its separate series, and any other series which may be designated from time to time hereafter ("Funds"), named and described on Schedule A attached hereto and incorporated by reference. Said sales shall be made only to investors eligible to invest in a registered investment company consistent with such company's serving as an investment vehicle for variable annuities and variable life insurance company contracts. Distributor need not hold itself available to receive by mail, telex and/or telephone, orders for the purchase of shares.

B. All shares sold by the Distributor under this Agreement shall be sold at the net asset value per share ("Offering Price") determined in the manner described in the Trust's prospectus, as it may be amended from time to time.

3. REDEMPTION OF SHARES BY THE TRUST

A. Any of the outstanding shares of each Fund may be tendered for redemption at any time, and the Trust agrees to redeem any such shares so tendered in accordance with the applicable provisions of the prospectus and the Trust's Trust Instrument and By-Laws. The redemption price is the net asset value per share next determined after the initial receipt of proper request for redemption.

B. The right to redeem shares or to receive payment with respect to any redemption may be suspended only in accordance with applicable law.

4. DUTIES OF THE TRUST

A. The Trust shall furnish to the Distributor copies of all information, financial statements and other papers which the Distributor may reasonably request for use in connection with the distribution of the shares of the Trust.

B. The Trust shall take, from time to time, subject to the necessary approval of its shareholders, all necessary action to fix the number of its authorized shares and to register shares under the Securities Act of 1933, as amended (the "1933 Act"), in order that there will be available for sale at least the number of shares as investors may reasonably be expected to purchase.

5. DUTIES OF THE DISTRIBUTOR

In selling the shares of the Trust, the Distributor shall use its best efforts to conform with the requirements of all applicable federal and state laws and regulations, and the regulations of the NASD, relating to the sale of such securities. Except as provided below, the Distributor is not authorized by the Trust to give any information or make any representations, other than those contained in the registration statement for the Trust and its shares, the prospectus, and any sales literature specifically approved by a principal of the Distributor. The Distributor shall furnish applicable federal and state regulatory authorities with any information or reports in connection with its services under this Agreement, which such authorities may request in order to ascertain whether the Trust's operations are being conducted in a manner consistent with any applicable law or regulations. Nothing contained in this Agreement shall prevent the Distributor from entering into distribution agreements with other investment companies.

6. ALLOCATION OF EXPENSES

A. The Trust will pay the following expenses in connection with the sales and distribution of shares of the Funds.

1. expenses pertaining to the preparation of its audited and certified financial statements to be included in any amendments ("Amendments") to the Trust's registration statement under the 1933 Act, including the prospectus and Statement of Additional Information ("SAT") included therein;

2. expenses pertaining to the preparation, printing, and distribution of any reports or communications, including the prospectus and SAI, which are sent to existing shareholders of the Trust;

3. filing and other fees to federal and state securities regulatory authorities necessary to register and maintain registration of the shares; and

4. expenses of the Trust's administration, including all costs and expenses in connection with the issuance, transfer and registration of the shares, including, but not limited to, any taxes and other governmental charges in connection therewith.

B. The Distributor will pay the following expenses:

1. expenses of printing additional copies of the prospectus and SAI and any Amendments or supplements thereto which are necessary to continue to offer shares of the Trust's Funds to the public; and

2. expenses pertaining to the printing of additional copies, for use by the Distributor as sales literature, of reports or other communications which have been prepared for distribution to existing shareholders of the Trust or incurred by the Distributor in advertising, promoting and selling shares of the Trust's Funds.

7. COMPENSATION

The Trust shall not pay any compensation to the Distributor for its services as a distributor hereunder, nor shall the Trust reimburse the Distributor for any expenses related to such services except to the extent permitted under a distribution plan adopted by the Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940 ("1940 Act"). Distributor may receive a fee described in any distribution plan adopted by the Trust pursuant to Rule 12b-1 under the 1940 Act.

8. RECORDS

All records maintained by the Distributor in connection with this Agreement shall be the property of the Trust and shall be returned to the Trust upon termination of this Agreement, free from any claims or retention of rights by the Distributor. The Distributor shall keep confidential any information obtained pursuant to this Agreement and shall disclose such information, only if the Trust has authorized such disclosure, or if such disclosure is expressly required by applicable federal or state regulatory authorities.

9. DURATION AND TERMINATION OF THIS AGREEMENT

This Agreement shall become effective on the date first written above or on such later date approved by the Trust's Board of Trustees ("Board"), including a majority of those Trustees who are not parties to this Agreement or interested persons (as such term is defined in the 1940 Act) thereof. Unless terminated as provided herein, the Agreement shall continue in

full force and effect through September 1, 2004, and shall continue in effect from year to year thereafter for successive one (1) year periods if approved at least annually (i) by a vote of a majority of the outstanding voting securities of the Funds or by a vote of the Trustees of the Trust, and (ii) by a vote of a majority of the Trustees of the Trust who are not interested persons or parties to this Agreement (other than as Trustees of the Trust), cast in person at a meeting called for the purpose of voting on this Agreement.

This Agreement may be terminated at any time without penalty on at least sixty (60) days' notice by the Trust's Board or by a majority vote of its shareholders, with respect to any Fund by a majority vote of the shareholders of the capital stock of such Fund, or by the Distributor on sixty (60) days' notice.

This Agreement shall terminate automatically in the event of its assignment.

10. AMENDMENT

No provision of this Agreement may be changed, waived, discharged or terminated orally, but only in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought. If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by the requisite number of outstanding shares of the Trust. Otherwise, a written amendment of this Agreement is effective upon the approval of the Board and the Manager.

11. MISCELLANEOUS

This Agreement shall be subject to the laws of the State of Delaware and shall be interpreted and construed to further and promote the operation of the Trust as an open-end investment company. As used herein, the terms "Net Asset Value," "Investment Company," "Open-End Investment Company," "Assignment," "Principal Underwriter," "Interested Person," and "Majority of the Outstanding Voting Securities," shall have the meanings set forth in the 1933 Act and the 1940 Act, as applicable, and the rules and regulations promulgated thereunder.

12. LIABILITY

Nothing contained herein shall be deemed to protect the Distributor against any liability to the Trust or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith or negligence in the performance of the Distributor's

duties hereunder, or by reason of the Distributor's reckless disregard of its obligations and duties hereunder.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers below as of the day and year first above written.

ING VARIABLE INSURANCE TRUST

By:/s/ Robert S. Naka
   -------------------------------
   Robert S. Naka
   Senior Vice President

ING FUNDS DISTRIBUTOR LLC

By: /s/ Michael J. Roland
   --------------------------------
   Michael J. Roland
   Executive Vice President

EXHIBIT e(1)(i)

[ING FUNDS LOGO]

June 14, 2004
Michael J. Roland
Executive Vice President
ING Funds Distributor, LLC
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258

Dear Mr. Roland:

Pursuant to the Distribution Agreement dated February 25, 2003, as amended, between ING Variable Insurance Trust and ING Funds Distributor, LLC (the "Agreement") we hereby notify you of our intention to retain you as Distributor to render distribution services to ING GET U.S. Core Portfolio - Series 7, ING GET U.S. Core Portfolio - Series 8, and ING GET U.S. Core Portfolio - Series 9, each a newly established series of ING Variable Insurance Trust (the "Portfolios"), upon all of the terms and conditions set forth in the Agreement. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the Portfolios to AMENDED SCHEDULE A of the Agreement. The AMENDED SCHEDULE A is attached hereto.

Please signify your acceptance to act as Distributor under the Agreement with respect to the aforementioned Portfolios by signing below.

Very sincerely,

/s/ Robert S. Naka
--------------------------------
Robert S. Naka
Senior Vice President
ING Variable Insurance Trust

ACCEPTED AND AGREED TO:
ING Funds Distributor, LLC

By:/s/ Michael J. Roland
   --------------------------
   Michael J. Roland
   Executive Vice President

7337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Variable Insurance Trust Scottsdale, AZ 85258-2034 Fax: 480-477-2700 www.ingfunds.com

AMENDED SCHEDULE A

WITH RESPECT TO THE

DISTRIBUTION AGREEMENT

BETWEEN

ING VARIABLE INSURANCE TRUST

AND

ING FUNDS DISTRIBUTOR, LLC

FUND
ING GET U.S. Core Portfolio - Series 1
ING GET U.S. Core Portfolio - Series 2
ING GET U.S. Core Portfolio - Series 3
ING GET U.S. Core Portfolio - Series 4
ING GET U.S. Core Portfolio - Series 5
ING GET U.S. Core Portfolio - Series 6
ING GET U.S. Core Portfolio - Series 7
ING GET U.S. Core Portfolio - Series 8
ING GET U.S. Core Portfolio - Series 9
ING GET U.S. Opportunity Portfolio - Series 1 ING GET U.S. Opportunity Portfolio - Series 2

EXHIBIT g(1)(i)

[ING FUNDS LOGO]

June 14, 2004

Ms. Mary Jean Milner
Vice President
The Bank of New York
100 Church Street, 10th Floor
New York, NY 10286

Dear Ms. Milner:

Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Custody & Fund Accounting Fee Schedule and Global Securities Fee Schedule each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (each an "Agreement," collectively the "Agreements"), we hereby notify you of the addition of ING GET U.S. Core Portfolio - Series 7, ING GET U.S. Core Portfolio - Series 8, and ING GET U.S. Core Portfolio - Series 9, three newly established series of ING Variable Insurance Trust, ING Corporate Leaders Trust - Series A and ING Corporate Leaders Trust -- Series B (the "Funds") to be included on the AMENDED EXHIBIT A to the Agreements as shown.

The AMENDED EXHIBIT A has also been updated (1) to reflect name changes for ING Mercury Fundamental Growth Portfolio to ING Mercury Large Cap Growth Portfolio, effective August 6, 2004, and ING Janus Growth and Income Portfolio to ING Legg Mason Value Portfolio, and (2) by the removal of ING Growth Opportunities Fund, ING Growth + Value Fund, ING VP Growth Opportunities Portfolio and ING VP Growth + Value Portfolio as these funds were recently merged into other funds.

Please signify your acceptance to provide services under the Agreements with respect to the Funds by signing below.

If you have any questions, please contact me at (480) 477-2118.

Sincerely,

By: /s/ Michael J. Roland
   --------------------------------
   Michael J. Roland
   Executive Vice President and
   Chief Financial Officer

ACCEPTED AND AGREED TO:
The Bank of New York

By:/s/ Edward G. McGann
   -----------------------------
Name: Edward G. McGann
Title: VICE PRESIDENT , Duly Authorized

337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Investments, LLC Scottsdale, AZ 85258-2034 Fax: 480-477-2700 www.ingfunds.com

AMENDED EXHIBIT A

FUND                                                         EFFECTIVE DATE
----                                                         --------------
ING CORPORATE LEADERS TRUST FUND
   ING Corporate Leaders Trust - Series A                     May 17, 2004
   ING Corporate Leaders Trust - Series B                     May 17, 2004

ING EQUITY TRUST
   ING Convertible Fund                                       June 9, 2003
   ING Disciplined LargeCap Fund                              June 9, 2003
   ING Equity and Bond Fund                                   June 9, 2003
   ING Financial Services Fund                                June 9, 2003
   ING LargeCap Growth Fund                                   June 9, 2003
   ING LargeCap Value Fund                                   February 1, 2004
   ING MidCap Opportunities Fund                              June 9, 2003
   ING MidCap Value Fund                                      June 9, 2003
   ING Principal Protection Fund                              June 2, 2003
   ING Principal Protection Fund II                           June 2, 2003
   ING Principal Protection Fund III                          June 2, 2003
   ING Principal Protection Fund IV                           June 2, 2003
   ING Principal Protection Fund V                            June 2, 2003
   ING Principal Protection Fund VI                           June 2, 2003
   ING Principal Protection Fund VII                           May 1, 2003
   ING Principal Protection Fund VIII                        October 1, 2003
   ING Principal Protection Fund IX                          February 2, 2004
   ING Principal Protection Fund X                            May 3, 2004
   ING Principal Protection Fund XI                          August 16, 2004
   ING Real Estate Fund                                       June 9, 2003
   ING SmallCap Opportunities Fund                            June 9, 2003
   ING SmallCap Value Fund                                    June 9, 2003
   ING Tax Efficient Equity Fund                              June 9, 2003

ING FUNDS TRUST
   ING Classic Money Market Fund                              April 7, 2003
   ING GNMA Income Fund                                       April 7, 2003
   ING High Yield Bond Fund                                   April 7, 2003
   ING High Yield Opportunity Fund                            April 7, 2003
   ING Intermediate Bond Fund                                 April 7, 2003
   ING Lexington Money Market Trust                           April 7, 2003
   ING Money Market Fund                                      April 7, 2003
   ING National Tax-Exempt Bond Fund                          April 7, 2003

ING GET FUND
   ING GET Fund - Series E                                    July 14, 2003
   ING GET Fund - Series G                                    July 14, 2003

ING GET Fund (CONT.)
ING GET Fund - Series H                                         July 14, 2003
ING GET Fund -Series I                                          July 14, 2003
ING GET Fund - Series J                                         July 14, 2003
ING GET Fund - Series K                                         July 14, 2003
ING GET Fund - Series L                                         July 14, 2003
ING GET Fund - Series M                                         July 14, 2003
ING GET Fund - Series N                                         July 14, 2003
ING GET Fund - Series P                                         July 14, 2003
ING GET Fund - Series Q                                         July 14, 2003
ING GET Fund - Series R                                         July 14, 2003
ING GET Fund - Series S                                         July 14, 2003
ING GET Fund - Series T                                         July 14, 2003
ING GET Fund - Series U                                         July 14, 2003
ING GET Fund - Series V                                         March 13,2003

ING INVESTMENT FUNDS, INC.
  ING MagnaCap Fund                                             June 9, 2003

ING INVESTORS TRUST
  Fund for Life Series                                          January 6, 2003
  ING AIM Mid Cap Growth Portfolio                              January 6, 2003
  ING Alliance Mid Cap Growth Portfolio                         January 6, 2003
  ING American Funds Growth Portfolio                          September 2, 2003
  ING American Funds Growth-Income Portfolio                   September 2, 2003
  ING American Funds International Portfolio                   September 2, 2003
  ING Capital Guardian Large Cap Value Portfolio                January 13, 2003
  ING Capital Guardian Managed Global Portfolio                 January 13, 2003
  ING Capital Guardian Small Cap Portfolio                      January 13, 2003
  ING Developing World Portfolio                                January 13, 2003
  ING Eagle Asset Capital Appreciation Portfolio                January 6, 2003
  ING Evergreen Health Sciences Portfolio                         May 3, 2004
  ING Evergreen Omega Portfolio
  ING FMR(SM) Diversified Mid Cap                                 May 3, 2004
  Portfolio                                                     January 6,2003
  ING Goldman Sachs Internet Tollkeeper(SM) Portfolio           January 6, 2003
  ING Hard Assets Portfolio                                     January 13, 2003
  ING International Portfolio                                   January 13,2003
  ING Janus Special Equity Portfolio                            January 13, 2003
  ING Jennison Equity Opportunities Portfolio                   January 6, 2003
  ING JPMorgan Small Cap Equity Portfolio                       January 13, 2003
  ING Julius Baer Foreign Portfolio                             January 13, 2003
  ING Legg Mason Value Portfolio                                January 13, 2003
  ING Lifestyle Aggressive Growth Portfolio                     May 1,2004
  ING Lifestyle Growth Portfolio                                May 1,2004
  ING Lifestyle Moderate Growth Portfolio                       May 1,2004
  ING Lifestyle Moderate Portfolio                              May 1,2004

ING INVESTORS TRUST (CONT.)
  ING Limited Maturity Bond Portfolio                          January 6, 2003
  ING Liquid Assets Portfolio                                  January 6, 2003
  ING Marsico Growth Portfolio                                 January 13, 2003
  ING Mercury Focus Value Portfolio                            January 6, 2003
  ING Mercury Large Cap Growth Portfolio                       January 6, 2003
  ING MFS Mid Cap Growth Portfolio                             January 13, 2003
  ING MFS Research Portfolio                                   January 13, 2003
  ENG MFS Total Return Portfolio                               January 13, 2003
  ING PIMCO Core Bond Portfolio                                January 13, 2003
  ING PIMCO High Yield Portfolio                               November 5, 2003
  ING Salomon Brothers All Cap Portfolio                       January 6, 2003
  ING Salomon Brothers Investors Portfolio                     January 6, 2003
  ING Stock Index Portfolio                                    November 5, 2003
  ING T. Rowe Price Capital Appreciation Portfolio             January 13,2003
  ING T. Rowe Price Equity Income Portfolio                    January 13, 2003
  ING UBS U.S. Balanced Portfolio                              January 6, 2003
  ING Van Kampen Equity Growth Portfolio                       January 13, 2003
  ING Van Kampen Global Franchise Portfolio                    January 13, 2003
  ING Van Kampen Growth and Income Portfolio                   January 13, 2003
  ING Van Kampen Real Estate Portfolio                         January 13, 2003

ING MAYFLOWER TRUST
   ING International Value Fund                                November 3, 2003

ING MUTUAL FUNDS
  ING Emerging Countries Fund                                  November 3, 2003
  ING Foreign Fund                                              July 1, 2003
  ING Global Equity Dividend Fund                              November 3, 2003
  ING Global Real Estate Fund                                  November 3, 2003
  ING International Fund                                       November 3, 2003
  ING International SmallCap Growth Fund                       November 3, 2003
  ING Precious Metals Fund                                     November 3, 2003
  ING Russia Fund                                              November 3, 2003
  ING Worldwide Growth Fund                                    November 3, 2003

ING SERIES FUND, INC.
  Brokerage Cash Reserves                                       June 2, 2003
  ING Aeltus Money Market Fund                                  June 2, 2003
  ING Balanced Fund                                             June 2, 2003
  ING Bond Fund                                                 June 2, 2003
  ING Classic Principal Protection Fund I                       June 2, 2003
  ING Classic Principal Protection Fund II                      June 2, 2003
  ING Classic Principal Protection Fund III                     June 2, 2003
  ING Classic Principal Protection Fund IV                      June 2, 2003
  ING Equity Income Fund                                        June 9, 2003

ING SERIES FUND, INC. (CONT.)
  ING Global Science and Technology Fund                                       June 2, 2003
  ING Government Fund                                                          June 2, 2003
  ING Growth Fund                                                              June 9, 2003
  ING Index Plus LargeCap Fund                                                 June 9, 2003
  ING Index Plus MidCap Fund                                                   June 9, 2003
  ING Index Plus Protection Fund                                               June 2, 2003
  ING Index Plus SmallCap Fund                                                 June 9, 2003
  ING International Growth Fund                                             November 3 ,2003
  ING Small Company Fund                                                       June 9, 2003
  ING Strategic Allocation Balanced Fund                                       June 2, 2003
  ING Strategic Allocation Growth Fund                                         June 2, 2003
  ING Strategic Allocation Income Fund                                         June 2, 2003
  ING Value Opportunity Fund                                                   June 9, 2003

ING STRATEGIC ALLOCATION PORTFOLIOS, LAC.
  ING VP Strategic Allocation Balanced Portfolio                               July 7, 2003
  ING VP Strategic Allocation Growth Portfolio                                 July 7, 2003
  ING VP Strategic Allocation Income Portfolio                                 July 7, 2003

ING VARIABLE FUNDS
  ING VP Growth and Income Portfolio                                           July 7, 2003

ING VARIABLE INSURANCE TRUST
  ING GET U.S. Core Portfolio-Series 1                                        June 13, 2003
  ING GET U.S. Core Portfolio-Series 2                                     September 12, 2003
  ING GET U.S. Core Portfolio-Series 3                                     December 12, 2003
  ING GET U.S. Core Portfolio-Series 4                                       March 12, 2004
  ING GET U.S. Core Portfolio-Series 5                                        June 11, 2004
  ING GET U.S. Core Portfolio-Series 6                                     September 10, 2004
  ING GET U.S. Core Portfolio-Series 7                                     December 10, 2004
  ING GET U.S. Core Portfolio-Series 8                                        March 9, 2005
  ING GET U.S. Core Portfolio-Series 9                                         June 8, 2005
  ING GET U.S. Opportunity Portfolio-Series 1                                      TBD
  ING GET U.S. Opportunity Portfolio-Series 2                                      TBD
  ING VP Worldwide Growth Portfolio                                         November 3, 2003

ING VARIABLE PORTFOLIOS, INC.
  ING VP Global Science and Technology Portfolio                               July 7, 2003
  ING VP Growth Portfolio                                                      July 7, 2003
  ING VP Index Plus LargeCap Portfolio                                         July 7, 2003
  ING VP Index Plus MidCap Portfolio                                           July 7, 2003
  ING VP Index Plus SmallCap Portfolio                                         July 7, 2003
  ING VP International Equity Portfolio                                     November 3, 2003
  ING VP Small Company Portfolio                                               July 7, 2003
  ING VP Value Opportunity Portfolio                                           July 7, 2003

ING VARIABLE PRODUCTS TRUST
   ING VP Convertible Portfolio                                              October 6, 2003
   ING VP Disciplined LargeCap Portfolio                                     October 6, 2003
   ING VP Financial Services Portfolio                                         May 1,2004
   ING VP High Yield Bond Portfolio                                          October 6, 2003
   ING VP International Value Portfolio                                     November 3, 2003
   ING VP LargeCap Growth Portfolio                                          October 6, 2003
   ING VP MagnaCap Portfolio                                                 October 6, 2003
   ING VP MidCap Opportunities Portfolio                                     October 6, 2003
   ING VP Real Estate Portfolio                                                May 1, 2004
   ING VP SmallCap Opportunities Portfolio                                   October 6, 2003

ING VP BALANCED PORTFOLIO, INC.                                                July 7, 2003

ING VP BOND PORTFOLIO                                                          July 7, 2003

ING VP EMERGING MARKETS FUND, INC.                                          November 4, 2003

ING VP MONEY MARKET PORTFOLIO                                                  July 7, 2003

ING VP NATURAL RESOURCES TRUST                                               October 6, 2003

USLICO SERIES FUND
   The Asset Allocation Portfolio                                            October 6, 2003
   The Bond Portfolio                                                        October 6, 2003
   The Money Market Portfolio                                                October 6, 2003
   The Stock Portfolio                                                       October 6, 2003

EXHIBIT g(2)(i)

[ING FUNDS LOGO]

June 14, 2004

Ms. Mary Jean Milner
Vice President
The Bank of New York
100 Church Street, 10th Floor
New York, NY 10286

Dear Ms. Milner:

Please signify your acceptance to provide services under the Agreements with respect to the Funds by signing below.

If you have any questions, please contact me at (480) 477-2118.

Sincerely,

By: /s/ Michael J. Roland
   --------------------------------
   Michael J. Roland
   Executive Vice President and
   Chief Financial Officer

ACCEPTED AND AGREED TO:
The Bank of New York

By:/s/ Edward G. McGann
   -----------------------------
Name: Edward G. McGann
Title: VICE PRESIDENT , Duly Authorized

337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Investments, LLC Scottsdale, AZ 85258-2034 Fax: 480-477-2700 www.ingfunds.com

AMENDED EXHIBIT A

FUND                                                         EFFECTIVE DATE
----                                                         --------------
ING CORPORATE LEADERS TRUST FUND
   ING Corporate Leaders Trust - Series A                     May 17, 2004
   ING Corporate Leaders Trust - Series B                     May 17, 2004

ING EQUITY TRUST
   ING Convertible Fund                                       June 9, 2003
   ING Disciplined LargeCap Fund                              June 9, 2003
   ING Equity and Bond Fund                                   June 9, 2003
   ING Financial Services Fund                                June 9, 2003
   ING LargeCap Growth Fund                                   June 9, 2003
   ING LargeCap Value Fund                                   February 1, 2004
   ING MidCap Opportunities Fund                              June 9, 2003
   ING MidCap Value Fund                                      June 9, 2003
   ING Principal Protection Fund                              June 2, 2003
   ING Principal Protection Fund II                           June 2, 2003
   ING Principal Protection Fund III                          June 2, 2003
   ING Principal Protection Fund IV                           June 2, 2003
   ING Principal Protection Fund V                            June 2, 2003
   ING Principal Protection Fund VI                           June 2, 2003
   ING Principal Protection Fund VII                           May 1, 2003
   ING Principal Protection Fund VIII                        October 1, 2003
   ING Principal Protection Fund IX                          February 2, 2004
   ING Principal Protection Fund X                            May 3, 2004
   ING Principal Protection Fund XI                          August 16, 2004
   ING Real Estate Fund                                       June 9, 2003
   ING SmallCap Opportunities Fund                            June 9, 2003
   ING SmallCap Value Fund                                    June 9, 2003
   ING Tax Efficient Equity Fund                              June 9, 2003

ING FUNDS TRUST
   ING Classic Money Market Fund                              April 7, 2003
   ING GNMA Income Fund                                       April 7, 2003
   ING High Yield Bond Fund                                   April 7, 2003
   ING High Yield Opportunity Fund                            April 7, 2003
   ING Intermediate Bond Fund                                 April 7, 2003
   ING Lexington Money Market Trust                           April 7, 2003
   ING Money Market Fund                                      April 7, 2003
   ING National Tax-Exempt Bond Fund                          April 7, 2003

ING GET FUND
   ING GET Fund - Series E                                    July 14, 2003
   ING GET Fund - Series G                                    July 14, 2003

ING GET Fund (CONT.)
ING GET Fund - Series H                                         July 14, 2003
ING GET Fund -Series I                                          July 14, 2003
ING GET Fund - Series J                                         July 14, 2003
ING GET Fund - Series K                                         July 14, 2003
ING GET Fund - Series L                                         July 14, 2003
ING GET Fund - Series M                                         July 14, 2003
ING GET Fund - Series N                                         July 14, 2003
ING GET Fund - Series P                                         July 14, 2003
ING GET Fund - Series Q                                         July 14, 2003
ING GET Fund - Series R                                         July 14, 2003
ING GET Fund - Series S                                         July 14, 2003
ING GET Fund - Series T                                         July 14, 2003
ING GET Fund - Series U                                         July 14, 2003
ING GET Fund - Series V                                         March 13,2003

ING INVESTMENT FUNDS, INC.
  ING MagnaCap Fund                                             June 9, 2003

ING INVESTORS TRUST
  Fund for Life Series                                          January 6, 2003
  ING AIM Mid Cap Growth Portfolio                              January 6, 2003
  ING Alliance Mid Cap Growth Portfolio                         January 6, 2003
  ING American Funds Growth Portfolio                          September 2, 2003
  ING American Funds Growth-Income Portfolio                   September 2, 2003
  ING American Funds International Portfolio                   September 2, 2003
  ING Capital Guardian Large Cap Value Portfolio                January 13, 2003
  ING Capital Guardian Managed Global Portfolio                 January 13, 2003
  ING Capital Guardian Small Cap Portfolio                      January 13, 2003
  ING Developing World Portfolio                                January 13, 2003
  ING Eagle Asset Capital Appreciation Portfolio                January 6, 2003
  ING Evergreen Health Sciences Portfolio                         May 3, 2004
  ING Evergreen Omega Portfolio
  ING FMR(SM) Diversified Mid Cap                                 May 3, 2004
  Portfolio                                                     January 6,2003
  ING Goldman Sachs Internet Tollkeeper(SM) Portfolio           January 6, 2003
  ING Hard Assets Portfolio                                     January 13, 2003
  ING International Portfolio                                   January 13,2003
  ING Janus Special Equity Portfolio                            January 13, 2003
  ING Jennison Equity Opportunities Portfolio                   January 6, 2003
  ING JPMorgan Small Cap Equity Portfolio                       January 13, 2003
  ING Julius Baer Foreign Portfolio                             January 13, 2003
  ING Legg Mason Value Portfolio                                January 13, 2003
  ING Lifestyle Aggressive Growth Portfolio                     May 1,2004
  ING Lifestyle Growth Portfolio                                May 1,2004
  ING Lifestyle Moderate Growth Portfolio                       May 1,2004
  ING Lifestyle Moderate Portfolio                              May 1,2004

ING INVESTORS TRUST (CONT.)
  ING Limited Maturity Bond Portfolio                          January 6, 2003
  ING Liquid Assets Portfolio                                  January 6, 2003
  ING Marsico Growth Portfolio                                 January 13, 2003
  ING Mercury Focus Value Portfolio                            January 6, 2003
  ING Mercury Large Cap Growth Portfolio                       January 6, 2003
  ING MFS Mid Cap Growth Portfolio                             January 13, 2003
  ING MFS Research Portfolio                                   January 13, 2003
  ENG MFS Total Return Portfolio                               January 13, 2003
  ING PIMCO Core Bond Portfolio                                January 13, 2003
  ING PIMCO High Yield Portfolio                               November 5, 2003
  ING Salomon Brothers All Cap Portfolio                       January 6, 2003
  ING Salomon Brothers Investors Portfolio                     January 6, 2003
  ING Stock Index Portfolio                                    November 5, 2003
  ING T. Rowe Price Capital Appreciation Portfolio             January 13,2003
  ING T. Rowe Price Equity Income Portfolio                    January 13, 2003
  ING UBS U.S. Balanced Portfolio                              January 6, 2003
  ING Van Kampen Equity Growth Portfolio                       January 13, 2003
  ING Van Kampen Global Franchise Portfolio                    January 13, 2003
  ING Van Kampen Growth and Income Portfolio                   January 13, 2003
  ING Van Kampen Real Estate Portfolio                         January 13, 2003

ING MAYFLOWER TRUST
   ING International Value Fund                                November 3, 2003

ING MUTUAL FUNDS
  ING Emerging Countries Fund                                  November 3, 2003
  ING Foreign Fund                                              July 1, 2003
  ING Global Equity Dividend Fund                              November 3, 2003
  ING Global Real Estate Fund                                  November 3, 2003
  ING International Fund                                       November 3, 2003
  ING International SmallCap Growth Fund                       November 3, 2003
  ING Precious Metals Fund                                     November 3, 2003
  ING Russia Fund                                              November 3, 2003
  ING Worldwide Growth Fund                                    November 3, 2003

ING SERIES FUND, INC.
  Brokerage Cash Reserves                                       June 2, 2003
  ING Aeltus Money Market Fund                                  June 2, 2003
  ING Balanced Fund                                             June 2, 2003
  ING Bond Fund                                                 June 2, 2003
  ING Classic Principal Protection Fund I                       June 2, 2003
  ING Classic Principal Protection Fund II                      June 2, 2003
  ING Classic Principal Protection Fund III                     June 2, 2003
  ING Classic Principal Protection Fund IV                      June 2, 2003
  ING Equity Income Fund                                        June 9, 2003

ING SERIES FUND, INC. (CONT.)
  ING Global Science and Technology Fund                                       June 2, 2003
  ING Government Fund                                                          June 2, 2003
  ING Growth Fund                                                              June 9, 2003
  ING Index Plus LargeCap Fund                                                 June 9, 2003
  ING Index Plus MidCap Fund                                                   June 9, 2003
  ING Index Plus Protection Fund                                               June 2, 2003
  ING Index Plus SmallCap Fund                                                 June 9, 2003
  ING International Growth Fund                                             November 3 ,2003
  ING Small Company Fund                                                       June 9, 2003
  ING Strategic Allocation Balanced Fund                                       June 2, 2003
  ING Strategic Allocation Growth Fund                                         June 2, 2003
  ING Strategic Allocation Income Fund                                         June 2, 2003
  ING Value Opportunity Fund                                                   June 9, 2003

ING STRATEGIC ALLOCATION PORTFOLIOS, LAC.
  ING VP Strategic Allocation Balanced Portfolio                               July 7, 2003
  ING VP Strategic Allocation Growth Portfolio                                 July 7, 2003
  ING VP Strategic Allocation Income Portfolio                                 July 7, 2003

ING VARIABLE FUNDS
  ING VP Growth and Income Portfolio                                           July 7, 2003

ING VARIABLE INSURANCE TRUST
  ING GET U.S. Core Portfolio-Series 1                                        June 13, 2003
  ING GET U.S. Core Portfolio-Series 2                                     September 12, 2003
  ING GET U.S. Core Portfolio-Series 3                                     December 12, 2003
  ING GET U.S. Core Portfolio-Series 4                                       March 12, 2004
  ING GET U.S. Core Portfolio-Series 5                                        June 11, 2004
  ING GET U.S. Core Portfolio-Series 6                                     September 10, 2004
  ING GET U.S. Core Portfolio-Series 7                                     December 10, 2004
  ING GET U.S. Core Portfolio-Series 8                                        March 9, 2005
  ING GET U.S. Core Portfolio-Series 9                                         June 8, 2005
  ING GET U.S. Opportunity Portfolio-Series 1                                      TBD
  ING GET U.S. Opportunity Portfolio-Series 2                                      TBD
  ING VP Worldwide Growth Portfolio                                         November 3, 2003

ING VARIABLE PORTFOLIOS, INC.
  ING VP Global Science and Technology Portfolio                               July 7, 2003
  ING VP Growth Portfolio                                                      July 7, 2003
  ING VP Index Plus LargeCap Portfolio                                         July 7, 2003
  ING VP Index Plus MidCap Portfolio                                           July 7, 2003
  ING VP Index Plus SmallCap Portfolio                                         July 7, 2003
  ING VP International Equity Portfolio                                     November 3, 2003
  ING VP Small Company Portfolio                                               July 7, 2003
  ING VP Value Opportunity Portfolio                                           July 7, 2003

ING VARIABLE PRODUCTS TRUST
   ING VP Convertible Portfolio                                              October 6, 2003
   ING VP Disciplined LargeCap Portfolio                                     October 6, 2003
   ING VP Financial Services Portfolio                                         May 1,2004
   ING VP High Yield Bond Portfolio                                          October 6, 2003
   ING VP International Value Portfolio                                     November 3, 2003
   ING VP LargeCap Growth Portfolio                                          October 6, 2003
   ING VP MagnaCap Portfolio                                                 October 6, 2003
   ING VP MidCap Opportunities Portfolio                                     October 6, 2003
   ING VP Real Estate Portfolio                                                May 1, 2004
   ING VP SmallCap Opportunities Portfolio                                   October 6, 2003

ING VP BALANCED PORTFOLIO, INC.                                                July 7, 2003

ING VP BOND PORTFOLIO                                                          July 7, 2003

ING VP EMERGING MARKETS FUND, INC.                                          November 4, 2003

ING VP MONEY MARKET PORTFOLIO                                                  July 7, 2003

ING VP NATURAL RESOURCES TRUST                                               October 6, 2003

USLICO SERIES FUND
   The Asset Allocation Portfolio                                            October 6, 2003
   The Bond Portfolio                                                        October 6, 2003
   The Money Market Portfolio                                                October 6, 2003
   The Stock Portfolio                                                       October 6, 2003

EXHIBIT g(2)(ii)

[ING FUNDS LOGO]

June 6,2003

Ms. Martha Pierce
Mutual Funds Relationship Management
The Bank of New York
100 Church Street, 10th Floor
New York, NY 10286

Dear Ms. Pierce:

Pursuant to the Foreign Custody Manager Agreement dated January 6, 2003 (the "Agreement"), we hereby notify you of the addition of the following countries to be added/included on Schedule 2 to the Agreement:

Cayman Islands
Iceland
Jamaica
Palestine
Vietnam

If you have any questions, please contact me at (480) 477-2118.

Sincerely,

/s/ Michael J. Roland

Michael J. Roland
Executive Vice President & Chief Financial Officer

AMENDED SCHEDULE 2

SPECIFIED COUNTRIES

    COUNTRY                 EFFECTIVE DATE                COUNTRY                 EFFECTIVE DATE
---------------             ---------------            -------------              ---------------
Argentina                   January 6, 2003            Japan                      January 6, 2003
Australia                   January 6, 2003            Jordan                     January 6, 2003
Austria                     January 6, 2003            Kenya                      January 6, 2003
Bahrain                     January 6, 2003            Lithuania                  January 6, 2003
Bangladesh                  January 6, 2003            Luxembourg                 January 6, 2003
Belgium                     January 6, 2003            Malaysia                   January 6, 2003
Bermuda                     January 6, 2003            Mauritius                  January 6, 2003
Bolivia                     January 6, 2003            Mexico                     January 6, 2003
Botswana                    January 6, 2003            Morocco                    January 6, 2003
Brazil                      January 6, 2003            Namibia                    January 6, 2003
Bulgaria                    January 6, 2003            Netherlands                January 6, 2003
Canada                      January 6, 2003            New Zealand                January 6, 2003
Cayman Islands              May 12, 2003               Nigeria                    January 6, 2003
Chile                       January 6, 2003            Norway                     January 6, 2003
China                       January 6, 2003            Oman                       January 6, 2003
Colombia                    January 6, 2003            Pakistan                   January 6, 2003
Costa Rica                  January 6, 2003            Palestine                  May 12, 2003
Croatia                     January 6, 2003            Panama                     January 6, 2003
Cyprus                      January 6, 2003            Peru                       January 6, 2003
Czech Republic              January 6, 2003            Philippines                January 6, 2003
Denmark                     January 6, 2003            Poland                     January 6, 2003
Ecuador                     January 6, 2003            Portugal                   January 6, 2003
Egypt                       January 6, 2003            Romania                    January 6, 2003
Estonia                     January 6, 2003            Russia                     January 6, 2003
Finland                     January 6, 2003            Singapore                  January 6, 2003
France                      January 6, 2003            Slovakia                   January 6, 2003
Germany                     January 6, 2003            Slovenia                   January 6, 2003
Ghana                       January 6, 2003            South Africa               January 6, 2003
Greece                      January 6, 2003            South Korea                January 6, 2003
Hong Kong                   January 6, 2003            Spain                      January 6, 2003
Hungary                     January 6, 2003            Sri Lanka                  January 6, 2003
Iceland                     May 12, 2003               Swaziland                  January 6, 2003
India                       January 6, 2003            Sweden                     January 6, 2003
Indonesia                   January 6, 2003            Switzerland                January 6, 2003
Ireland                     January 6, 2003            Taiwan                     January 6, 2003
Israel                      January 6, 2003            Thailand                   January 6, 2003
Italy                       January 6, 2003            Transnational              January 6, 2003
Ivory Coast                 January 6, 2003            Turkey                     January 6, 2003
Jamaica                     May 12, 2003               Ukraine                    January 6, 2003

United Kingdom              January 6, 2003
Uruguay                     January 6, 2003
Venezuela                   January 6, 2003
Vietnam                     May 12, 2003
Zambia                      January 6, 2003
Zimbabwe                    January 6, 2003

EXHIBIT g(3)(i)

[ING FUNDS LOGO]

February 1, 2004

Ms. Katherine Dinella
Vice President
The Bank of New York-Securities Lending
32 Old Slip
15th Floor
New York, NY 10286

Dear Ms. Dinella:

Pursuant to the terms and conditions of the Securities Lending Agreement dated August 7,2003 and the Subscription Agreement dated August 8,2003 (the "Agreements"), we hereby notify you of the addition of ING LargeCap Value Fund, a newly established fund of ING Equity Trust (the "New Fund") to be included on the AMENDED EXHIBIT A to the Agreements as of February 1,2004 as shown.

The AMENDED EXHIBIT A has also been updated by the removal of ING VP Large Company Value Portfolio as this fund was recently dissolved. Further, AMENDED EXHIBIT A has been updated to reflect the recent name change of ING JPMorgan Fleming Small Cap Equity Portfolio to ING JPMorgan Small Cap Equity Portfolio.

Please signify your acceptance to provide services under the Agreements with respect to the New Fund by signing below.

If you have any questions, please contact me at (480) 477-2118.

Sincerely,

/S/ Michael J. Roland

Michael J. Roland
Executive Vice President & Chief
Financial Officer

ACCEPTED AND AGREED TO:
The Bank of New York

By:    /s/ William P.Kelly
       ------------------------------------
Name:  WILLIAM P.KELLY
       ------------------------------------
Title: MANAGING DIRECTOR, DULY AUTHORIZED
       ------------------------------------

7337 E. Doubletree Ranch Rd.       Tel: 480-477-3000        ING Investments, LLC
Scottsdale, AZ 85258-2034          Fax: 480-477-2700
                                   www.ingfunds.com

                                AMENDED EXHIBIT A

                               WITH RESPECT TO THE

SECURITIES LENDING AGREEMENT, SUBSCRIPTION AGREEMENT
AND GUARANTY

FUND
--------------
ING EQUITY TRUST                                             ING INVESTORS TRUST (CONT.)
    ING Convertible Fund                                         ING Julius Baer Foreign Portfolio
    ING Disciplined LargeCap Fund                                ING Limited Maturity Bond Portfolio
    ING Equity and Bond Fund                                     ING Liquid Assets Portfolio
    ING LargeCap Growth Fund                                     ING Marsico Growth Portfolio
    ING LargeCap Value Fund                                      ING Mercury Focus Value Portfolio
    ING MidCap Opportunities Fund                                ING Mercury Fundamental Growth Portfolio
    ING MidCap Value Fund                                        ING MFS Mid Cap Growth Portfolio
    ING Real Estate Fund                                         ING MFS Research Portfolio
    ING SmallCap Opportunities Fund                              ING MFS Total Return Portfolio
    ING SmallCap Value Fund                                      ING PIMCO Core Bond Portfolio
    ING Tax Efficient Equity Fund                                ING PIMCO High Yield Portfolio
                                                                 ING Salomon Brothers All Cap Portfolio
ING FUNDS TRUST                                                  ING Salomon Brothers Investors Portfolio
   ING Classic Money Market Fund                                 ING Stock Index Portfolio
   ING High Yield Bond Fund                                      ING T. Rowe Price Capital Appreciation
   ING High Yield Opportunity Fund                               ING T. Rowe Price Equity Income Portfolio
   ING Intermediate Bond Fund                                    ING UBS U.S. Balanced Portfolio
   ING Lexington Money Market Trust                              ING Van Kampen Equity Growth Portfolio
   ING Money Market Fund                                         ING Van Kampen Global Franchise Portfolio
   ING National Tax-Exempt Bond Fund                             ING Van Kampen Growth and Income Portfolio
   ING Strategic Bond Fund                                       ING Van Kampen Real Estate Portfolio

ING INVESTMENT FUNDS, INC.                                    ING MAYFLOWER TRUST
   ING MagnaCap Fund                                             ING Growth + Value Fund
                                                                 ING International Value Fund
ING INVESTORS TRUST
   ING AIM Mid Cap Growth Portfolio                          ING MUTUAL FUNDS
   ING Alliance Mid Cap Growth Portfolio                         ING Emerging Countries Fund
   ING American Funds Growth Portfolio                           ING Foreign Fund
   ING American Funds Growth-Income Portfolio                    ING Global Equity Dividend Fund
   ING American Funds International Portfolio                    ING Global Real Estate Fund
   ING Capital Guardian Large Cap Value Portfolio                ING International Fund
   ING Capital Guardian Managed Global Portfolio                 ING International SmallCap Growth Fund
   ING Capital Guardian Small Cap Portfolio                      ING Precious Metals Fund
   ING Developing World Portfolio                                ING Russia Fund
   ING Eagle Asset Value Equity Portfolio                        ING Worldwide Growth Fund
   ING FMR(SM) Diversified Mid Cap Portfolio
   ING Goldman Sachs Internet Tollkeeper(SM) Portfolio       ING SERIES FUND, INC.
   ING Hard Assets Portfolio                                     Brokerage Cash Reserves
   ING International Portfolio                                   ING Aeltus Money Market Fund
   ING Janus Growth and Income Portfolio                         ING Balanced Fund
   ING Janus Special Equity Portfolio                            ING Bond Fund
   ING Jennison Equity Opportunities Portfolio                   ING Government Fund
   ING JPMorgan Small Cap Equity Portfolio                       ING Growth and Income Fund

ING SERIES FUND, INC. (CONT.)
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING International Growth Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund ING Strategic Allocation Growth Fund ING Strategic Allocation Income Fund ING Technology Fund
ING Value Opportunity Fund

ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio ING VP Strategic Allocation Growth Portfolio ING VP Strategic Allocation Income Portfolio

ING VARIABLE FUNDS
ING VP Growth and Income Portfolio

ING VARIABLE INSURANCE TRUST
ING VP Worldwide Growth Portfolio

ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio ING VP International Equity Portfolio ING VP Small Company Portfolio
ING VP Technology Portfolio
ING VP Value Opportunity Portfolio

ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio
ING VP Disciplined LargeCap Portfolio ING VP Growth + Value Portfolio
ING VP Growth Opportunities Portfolio ING VP High Yield Bond Portfolio
ING VP International Value Portfolio ING VP LargeCap Growth Portfolio
ING VP MagnaCap Portfolio
ING VP MidCap Opportunities Portfolio ING VP SmallCap Opportunities Portfolio

ING VP BALANCED PORTFOLIO, INC.

ING VP BOND PORTFOLIO

ING VP EMERGING MARKETS FUND, INC.

ING VP MONEY MARKET PORTFOLIO

EXHIBIT g(4)(i)

[ING FUNDS LOGO]

June 14, 2004

Ms. Mary Jean Milner
Vice President
The Bank of New York
100 Church Street, 10th Floor
New York, NY 10286

Dear Ms. Milner:

Please signify your acceptance to provide services under the Agreements with respect to the Funds by signing below.

If you have any questions, please contact me at (480) 477-2118.

Sincerely,

By: /s/ Michael J. Roland
   --------------------------------
   Michael J. Roland
   Executive Vice President and
   Chief Financial Officer

ACCEPTED AND AGREED TO:
The Bank of New York

By:/s/ Edward G. McGann
   -----------------------------
Name: Edward G. McGann
Title: VICE PRESIDENT , Duly Authorized

337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Investments, LLC Scottsdale, AZ 85258-2034 Fax: 480-477-2700 www.ingfunds.com

AMENDED EXHIBIT A

FUND                                                         EFFECTIVE DATE
----                                                         --------------
ING CORPORATE LEADERS TRUST FUND
   ING Corporate Leaders Trust - Series A                     May 17, 2004
   ING Corporate Leaders Trust - Series B                     May 17, 2004

ING EQUITY TRUST
   ING Convertible Fund                                       June 9, 2003
   ING Disciplined LargeCap Fund                              June 9, 2003
   ING Equity and Bond Fund                                   June 9, 2003
   ING Financial Services Fund                                June 9, 2003
   ING LargeCap Growth Fund                                   June 9, 2003
   ING LargeCap Value Fund                                   February 1, 2004
   ING MidCap Opportunities Fund                              June 9, 2003
   ING MidCap Value Fund                                      June 9, 2003
   ING Principal Protection Fund                              June 2, 2003
   ING Principal Protection Fund II                           June 2, 2003
   ING Principal Protection Fund III                          June 2, 2003
   ING Principal Protection Fund IV                           June 2, 2003
   ING Principal Protection Fund V                            June 2, 2003
   ING Principal Protection Fund VI                           June 2, 2003
   ING Principal Protection Fund VII                           May 1, 2003
   ING Principal Protection Fund VIII                        October 1, 2003
   ING Principal Protection Fund IX                          February 2, 2004
   ING Principal Protection Fund X                            May 3, 2004
   ING Principal Protection Fund XI                          August 16, 2004
   ING Real Estate Fund                                       June 9, 2003
   ING SmallCap Opportunities Fund                            June 9, 2003
   ING SmallCap Value Fund                                    June 9, 2003
   ING Tax Efficient Equity Fund                              June 9, 2003

ING FUNDS TRUST
   ING Classic Money Market Fund                              April 7, 2003
   ING GNMA Income Fund                                       April 7, 2003
   ING High Yield Bond Fund                                   April 7, 2003
   ING High Yield Opportunity Fund                            April 7, 2003
   ING Intermediate Bond Fund                                 April 7, 2003
   ING Lexington Money Market Trust                           April 7, 2003
   ING Money Market Fund                                      April 7, 2003
   ING National Tax-Exempt Bond Fund                          April 7, 2003

ING GET FUND
   ING GET Fund - Series E                                    July 14, 2003
   ING GET Fund - Series G                                    July 14, 2003

ING GET Fund (CONT.)
ING GET Fund - Series H                                         July 14, 2003
ING GET Fund -Series I                                          July 14, 2003
ING GET Fund - Series J                                         July 14, 2003
ING GET Fund - Series K                                         July 14, 2003
ING GET Fund - Series L                                         July 14, 2003
ING GET Fund - Series M                                         July 14, 2003
ING GET Fund - Series N                                         July 14, 2003
ING GET Fund - Series P                                         July 14, 2003
ING GET Fund - Series Q                                         July 14, 2003
ING GET Fund - Series R                                         July 14, 2003
ING GET Fund - Series S                                         July 14, 2003
ING GET Fund - Series T                                         July 14, 2003
ING GET Fund - Series U                                         July 14, 2003
ING GET Fund - Series V                                         March 13,2003

ING INVESTMENT FUNDS, INC.
  ING MagnaCap Fund                                             June 9, 2003

ING INVESTORS TRUST
  Fund for Life Series                                          January 6, 2003
  ING AIM Mid Cap Growth Portfolio                              January 6, 2003
  ING Alliance Mid Cap Growth Portfolio                         January 6, 2003
  ING American Funds Growth Portfolio                          September 2, 2003
  ING American Funds Growth-Income Portfolio                   September 2, 2003
  ING American Funds International Portfolio                   September 2, 2003
  ING Capital Guardian Large Cap Value Portfolio                January 13, 2003
  ING Capital Guardian Managed Global Portfolio                 January 13, 2003
  ING Capital Guardian Small Cap Portfolio                      January 13, 2003
  ING Developing World Portfolio                                January 13, 2003
  ING Eagle Asset Capital Appreciation Portfolio                January 6, 2003
  ING Evergreen Health Sciences Portfolio                         May 3, 2004
  ING Evergreen Omega Portfolio
  ING FMR(SM) Diversified Mid Cap                                 May 3, 2004
  Portfolio                                                     January 6,2003
  ING Goldman Sachs Internet Tollkeeper(SM) Portfolio           January 6, 2003
  ING Hard Assets Portfolio                                     January 13, 2003
  ING International Portfolio                                   January 13,2003
  ING Janus Special Equity Portfolio                            January 13, 2003
  ING Jennison Equity Opportunities Portfolio                   January 6, 2003
  ING JPMorgan Small Cap Equity Portfolio                       January 13, 2003
  ING Julius Baer Foreign Portfolio                             January 13, 2003
  ING Legg Mason Value Portfolio                                January 13, 2003
  ING Lifestyle Aggressive Growth Portfolio                     May 1,2004
  ING Lifestyle Growth Portfolio                                May 1,2004
  ING Lifestyle Moderate Growth Portfolio                       May 1,2004
  ING Lifestyle Moderate Portfolio                              May 1,2004

ING INVESTORS TRUST (CONT.)
  ING Limited Maturity Bond Portfolio                          January 6, 2003
  ING Liquid Assets Portfolio                                  January 6, 2003
  ING Marsico Growth Portfolio                                 January 13, 2003
  ING Mercury Focus Value Portfolio                            January 6, 2003
  ING Mercury Large Cap Growth Portfolio                       January 6, 2003
  ING MFS Mid Cap Growth Portfolio                             January 13, 2003
  ING MFS Research Portfolio                                   January 13, 2003
  ENG MFS Total Return Portfolio                               January 13, 2003
  ING PIMCO Core Bond Portfolio                                January 13, 2003
  ING PIMCO High Yield Portfolio                               November 5, 2003
  ING Salomon Brothers All Cap Portfolio                       January 6, 2003
  ING Salomon Brothers Investors Portfolio                     January 6, 2003
  ING Stock Index Portfolio                                    November 5, 2003
  ING T. Rowe Price Capital Appreciation Portfolio             January 13,2003
  ING T. Rowe Price Equity Income Portfolio                    January 13, 2003
  ING UBS U.S. Balanced Portfolio                              January 6, 2003
  ING Van Kampen Equity Growth Portfolio                       January 13, 2003
  ING Van Kampen Global Franchise Portfolio                    January 13, 2003
  ING Van Kampen Growth and Income Portfolio                   January 13, 2003
  ING Van Kampen Real Estate Portfolio                         January 13, 2003

ING MAYFLOWER TRUST
   ING International Value Fund                                November 3, 2003

ING MUTUAL FUNDS
  ING Emerging Countries Fund                                  November 3, 2003
  ING Foreign Fund                                              July 1, 2003
  ING Global Equity Dividend Fund                              November 3, 2003
  ING Global Real Estate Fund                                  November 3, 2003
  ING International Fund                                       November 3, 2003
  ING International SmallCap Growth Fund                       November 3, 2003
  ING Precious Metals Fund                                     November 3, 2003
  ING Russia Fund                                              November 3, 2003
  ING Worldwide Growth Fund                                    November 3, 2003

ING SERIES FUND, INC.
  Brokerage Cash Reserves                                       June 2, 2003
  ING Aeltus Money Market Fund                                  June 2, 2003
  ING Balanced Fund                                             June 2, 2003
  ING Bond Fund                                                 June 2, 2003
  ING Classic Principal Protection Fund I                       June 2, 2003
  ING Classic Principal Protection Fund II                      June 2, 2003
  ING Classic Principal Protection Fund III                     June 2, 2003
  ING Classic Principal Protection Fund IV                      June 2, 2003
  ING Equity Income Fund                                        June 9, 2003

ING SERIES FUND, INC. (CONT.)
  ING Global Science and Technology Fund                                       June 2, 2003
  ING Government Fund                                                          June 2, 2003
  ING Growth Fund                                                              June 9, 2003
  ING Index Plus LargeCap Fund                                                 June 9, 2003
  ING Index Plus MidCap Fund                                                   June 9, 2003
  ING Index Plus Protection Fund                                               June 2, 2003
  ING Index Plus SmallCap Fund                                                 June 9, 2003
  ING International Growth Fund                                             November 3 ,2003
  ING Small Company Fund                                                       June 9, 2003
  ING Strategic Allocation Balanced Fund                                       June 2, 2003
  ING Strategic Allocation Growth Fund                                         June 2, 2003
  ING Strategic Allocation Income Fund                                         June 2, 2003
  ING Value Opportunity Fund                                                   June 9, 2003

ING STRATEGIC ALLOCATION PORTFOLIOS, LAC.
  ING VP Strategic Allocation Balanced Portfolio                               July 7, 2003
  ING VP Strategic Allocation Growth Portfolio                                 July 7, 2003
  ING VP Strategic Allocation Income Portfolio                                 July 7, 2003

ING VARIABLE FUNDS
  ING VP Growth and Income Portfolio                                           July 7, 2003

ING VARIABLE INSURANCE TRUST
  ING GET U.S. Core Portfolio-Series 1                                        June 13, 2003
  ING GET U.S. Core Portfolio-Series 2                                     September 12, 2003
  ING GET U.S. Core Portfolio-Series 3                                     December 12, 2003
  ING GET U.S. Core Portfolio-Series 4                                       March 12, 2004
  ING GET U.S. Core Portfolio-Series 5                                        June 11, 2004
  ING GET U.S. Core Portfolio-Series 6                                     September 10, 2004
  ING GET U.S. Core Portfolio-Series 7                                     December 10, 2004
  ING GET U.S. Core Portfolio-Series 8                                        March 9, 2005
  ING GET U.S. Core Portfolio-Series 9                                         June 8, 2005
  ING GET U.S. Opportunity Portfolio-Series 1                                      TBD
  ING GET U.S. Opportunity Portfolio-Series 2                                      TBD
  ING VP Worldwide Growth Portfolio                                         November 3, 2003

ING VARIABLE PORTFOLIOS, INC.
  ING VP Global Science and Technology Portfolio                               July 7, 2003
  ING VP Growth Portfolio                                                      July 7, 2003
  ING VP Index Plus LargeCap Portfolio                                         July 7, 2003
  ING VP Index Plus MidCap Portfolio                                           July 7, 2003
  ING VP Index Plus SmallCap Portfolio                                         July 7, 2003
  ING VP International Equity Portfolio                                     November 3, 2003
  ING VP Small Company Portfolio                                               July 7, 2003
  ING VP Value Opportunity Portfolio                                           July 7, 2003

ING VARIABLE PRODUCTS TRUST
   ING VP Convertible Portfolio                                              October 6, 2003
   ING VP Disciplined LargeCap Portfolio                                     October 6, 2003
   ING VP Financial Services Portfolio                                         May 1,2004
   ING VP High Yield Bond Portfolio                                          October 6, 2003
   ING VP International Value Portfolio                                     November 3, 2003
   ING VP LargeCap Growth Portfolio                                          October 6, 2003
   ING VP MagnaCap Portfolio                                                 October 6, 2003
   ING VP MidCap Opportunities Portfolio                                     October 6, 2003
   ING VP Real Estate Portfolio                                                May 1, 2004
   ING VP SmallCap Opportunities Portfolio                                   October 6, 2003

ING VP BALANCED PORTFOLIO, INC.                                                July 7, 2003

ING VP BOND PORTFOLIO                                                          July 7, 2003

ING VP EMERGING MARKETS FUND, INC.                                          November 4, 2003

ING VP MONEY MARKET PORTFOLIO                                                  July 7, 2003

ING VP NATURAL RESOURCES TRUST                                               October 6, 2003

USLICO SERIES FUND
   The Asset Allocation Portfolio                                            October 6, 2003
   The Bond Portfolio                                                        October 6, 2003
   The Money Market Portfolio                                                October 6, 2003
   The Stock Portfolio                                                       October 6, 2003

EXHIBIT h(4)

ADMINISTRATION AGREEMENT

THIS AGREEMENT made this 25th day of February, 2003, between ING VARIABLE INSURANCE TRUST (the "Trust"), a Delaware business trust, and ING Funds Services, LLC (the "Administrator"), a Limited Liability Company organization under the laws of Delaware.

WHEREAS, the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

WHEREAS, the Trust is authorized to issue shares of beneficial interest in separate series with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, the Trust may offer shares of additional series in the future, and currently intends to offer shares of additional series in the future; and

WHEREAS, The Trust desires to retain the Administrator to render certain administrative services to the Trust's series listed on Schedule A hereto, as such schedule may be amended from time to time, and the Administrator is willing to render such services.

NOW, THEREFORE, in consideration of the premises, the promises and mutual covenants herein contained, it is agreed between the parties as follows:

1. Appointment. The Trust hereby appoints the Administrator, subject to the direction of the Board of Trustees, for the period and on the terms set forth in this Agreement, to provide administrative services, as described herein, with respect to each series of the Trust listed on Schedule A (individually and collectively referred to herein as "Series"). The Administrator accepts such appointment and agrees to render the services herein set forth herein.

In the event the Trust establishes and designates additional series with respect to which it desires to retain the Administrator to render administrative services hereunder, it shall notify the Administrator in writing. If the Administrator is willing to render such services, it shall notify the Trust in writing or amend Schedule A to this Agreement, whereupon such additional series shall become a Series hereunder.

2. Services of the Administrator. Subject to the general supervision of the Board of Trustees of the Trust, the Administrator shall provide the following administrative services with respect to the Series:

(a) Provide all administrative services reasonably necessary for the operation of the Trust and the Series other than the investment advisory services performed by the adviser or sub-adviser to the Series, including, but not limited to, (i) coordinating all matters relating to the operation of the Series, including any necessary coordination among the Investment Manager, custodian, transfer agent, dividend disbursing agent, and portfolio accounting agent

(including pricing and valuation of the Series' portfolios), accountants, attorneys, and other parties performing services or operational functions for the Trust; (ii) maintaining or supervising the maintenance by third parties selected by the Trust of such books and records of the Trust and the Series as may be required by applicable federal or state law; (iii) preparing or supervising the preparation by third parties selected by the Trust of all federal, state, and local tax returns and reports relating to the Series required by applicable law; (iv) preparing and filing, with the assistance of counsel, and arranging for the distribution of proxy materials and periodic reports to shareholders of the Series as required by applicable law; (v) preparing and arranging for the filing, with the assistance of counsel, of registration statements and other documents with the Securities and Exchange Commission (the "SEC") and other federal and state regulatory authorities as may be required by applicable law; (vi) taking such other action with respect to the Trust as may be required by applicable law in connection with the Series, including without limitation the rules and regulations of the SEC and other regulatory agencies; (vii) providing the Trust, at the Administrator's expense, with adequate personnel, office space, communications facilities, and other facilities necessary for operation of the Series as contemplated in this Agreement; (viii) arranging for meetings of the Trust's Board of Trustees and, in connection therewith, providing the Board with necessary or appropriate information for its meetings; (ix) providing non-investment related statistical and research data and such other reports, evaluations and information as the Trust may request from time to time; (x) maintaining the Trust's existence, and during such time as shares of the Trust are publicly offered, maintaining the registration and qualification of the Trust's shares under federal and state law; and (xi) responding to inquiries from shareholders or their agents or representatives relating to the Trust, concerning, among other things, exchanges among funds, or referring any such inquiries to the Trust's officers or Transfer Agent. Nothing in this provision shall be deemed to inhibit the Trust or its officers from engaging, at the expense of the Trust, other persons to assist in providing administrative services to the Trust and the Series including, but not limited to, accounting agents, recordkeeping agents, proxy solicitation agents, attorneys, accountants, consultants and others.

(b) Render to the Board of Trustees of the Trust such periodic and special reports as the Board may reasonably request; and

(c) Make available its officers and employees to the Board of Trustees and officers of the Trust for consultation and discussions regarding the administration of the Trust and its Series and the services provided to the Trust under this Agreement.

(d) Develop and implement, if appropriate, management and shareholder services designed to enhance the value or convenience of the Trust as an investment vehicle.

3. Conformity with Applicable Law. The Administrator, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Registration Statement of the Trust and with the instructions and directions of the Board of Trustees of the Trust and will conform to, and comply with, the requirements of the 1940 Act and all other applicable federal and state laws and regulations.

-2-

4. Exclusivity. The services of the Administrator to the Trust under this Agreement are not to be deemed exclusive, and the Administrator, or any affiliate thereof, shall be free to render similar services to other investment companies and other clients (whether or not their investment objectives and policies are similar to those of any of the Series) and to engage in other activities, so long as its services hereunder are not impaired thereby.

5. Expenses. During the term of this Agreement, the Administrator will pay all expenses incurred by it in connection with its activities under this Agreement, except such expenses as are assumed by the Trust under this Agreement and such expenses as are assumed by a Series' investment adviser pursuant to an Investment Management Agreement or by a Series' sub-adviser pursuant to a Sub-Advisory Agreement. The Trust shall be responsible for all of the other expenses of its operations, including, without limitation, the administration fee payable hereunder; advisory fees; brokerage commissions; interest; legal fees and expenses of attorneys; fees of auditors, transfer agents and dividend disbursing agents, custodians and shareholder servicing agents; fees of accountants and accounting services; the expense of obtaining quotations for calculating each Trust's net asset value; taxes, if any, and the preparation of the Trust's tax returns; cost of stock certificates and any other expenses (including clerical expenses) of issue, sale, repurchase or redemption of shares; expenses of registering and qualifying shares of the Trust under federal and state laws and regulations; salaries of personnel involved in placing orders for the execution of the Trust's portfolio transactions; expenses of printing and distributing reports, notices and proxy materials to existing shareholders; expenses of printing and filing reports and other documents filed with governmental agencies; expenses in connection with shareholder and trustee meetings; expenses of printing and distributing prospectuses and statements of additional information to existing shareholders; fees and expenses of Trustees of the Trust; trade association dues; insurance premiums; extraordinary expenses such as litigation expenses. To the extent the Administrator incurs any costs or performs any services which are an obligation of the Trust, as set forth herein, the Trust shall promptly reimburse the Administrator for such costs and expenses. To the extent the services for which the Trust is obligated to pay are performed by the Administrator, the Administrator shall be entitled to recover from the Trust only to the extent of its costs for such services.

6. Compensation. For the services provided by the Administrator to each Series pursuant to this Agreement, each Series will pay to the Administrator the annual fee for such Series set forth in Schedule A hereto.

7. Liability of the Administrator. The Administrator may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Administrator nor its stockholders, officers, directors, employees, or agents shall be subject to any liability for, or any damages, expenses, or losses incurred in connection with, any act or omission connected with or arising out of any services rendered under this Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Administrator's duties, or by reason of reckless disregard of the Administrator's obligations and duties under this Agreement. The liability incurred by the Administrator pursuant to this paragraph 8 in any year shall be limited to the revenues of the Administrator derived from the Trust in that fiscal year of the Trust. The Administrator shall look solely to Trust property for satisfaction of claims of any nature against

-3-

the Trust or a trustee, officer, employee or agent of the Trust arising in connection with the affairs of the Trust. Moreover, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets and property of that Series only, and not against the assets or property of any other series of the Trust.

8. Continuation and Termination. This Agreement shall become effective on the date first written above, subject to the condition that the Trust's Board of Trustees, including a majority of those Trustees who are not interested persons (as such term is defined in the 1940 Act) of the Administrator, and the shareholders of each Series, shall have approved this Agreement. Unless terminated as provided herein, the Agreement shall continue in full force and effect with respect to each Series until the Reapproval Date set forth for such Series in Schedule A to this Agreement, and shall continue from year to year thereafter with respect to each Series so long as such continuance is specifically approved at least annually by the vote of a majority of the Board of Trustees of the Trust, including a majority of the Board of Trustees of the Trust who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of the Trust or the Administrator.

This Agreement may be terminated by the Trust at any time, without the payment of any penalty, by vote of a majority of the Board of Trustees of the Trust on sixty (60) days' written notice to the Administrator, or by the Administrator at any time, without the payment of any penalty, on sixty (60) days' written notice to the Trust.

9. Limitation of Liability of Trustees. Notice is hereby given that this Agreement is executed by an officer of the Trust on behalf of the trustees of the Trust, as trustees and not individually, and that the obligations of this Agreement with respect to the Trust shall be binding upon the assets and the properties of the Trust only and shall not be binding upon the assets or properties of the trustees, officers, employees, agents or shareholders of the Trust individually.

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original.

11. Applicable Law.

(a) This Agreement shall be governed by the laws of the State of Delaware, provided that nothing herein shall be construed in a manner inconsistent with the 1940 Act, the Investment Advisers Act of 1940, or any rules or order of the SEC thereunder.

(b) If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

(c) The captions of this Agreement are included for convenience only and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

-4-

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their officers designated below as of the day and year first above written.

ING VARIABLE INSURANCE TRUST

By: /s/ Robert S. Naka
    -------------------------
        Robert S. Naka
        Senior Vice President

ING FUNDS SERVICES, LLC

By: /s/ Michael J. Roland
    -------------------------
        Michael J. Roland
        Executive Vice President

-5-

SCHEDULE A

TO THE

ADMINISTRATION AGREEMENT

BETWEEN

ING VARIABLE INSURANCE TRUST

AND

ING FUNDS SERVICES, LLC

DATED: 02/25/03

                                               ADMINISTRATIVE FEE
                                     -------------------------------------    LAST CONTINUED/
                                     (AS A PERCENTAGE OF AVERAGE DAILY NET      APPROVED BY
     SERIES                                       ASSETS)                    -----------------
---------------------------                                                       BOARD              REAPPROVAL DATE
                                                                             -----------------       ----------------
ING GET U.S. Core Portfolio             0.055% on the first $5 billion       February 25, 2003       September 1,2004
-Series 1                            0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio             0.055% on the first $5 billion       February 25, 2003       September 1,2004
-Series 2                            0.030% on all assets over $5 billion

ING GET U.S. Opportunity                0.055% on the first $5 billion       February 25, 2003       September 1,2004
Portfolio -Series 1                  0.030% on all assets over $5 billion

ING GET U.S. Opportunity                0.055% on the first $5 billion       February 25, 2003       September 1,2004
Portfolio -Series 2                  0.030% on all assets over $5 billion

-6-

EXHIBIT h(4)(i)

[ING FUNDS LOGO]

June 14, 2004

Michael J. Roland
Executive Vice President
ING Funds Services, LLC
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258

Dear Mr. Roland:

Pursuant to the Administration Agreement dated February 25, 2003, as amended, between ING Variable Insurance Trust and ING Funds Services, LLC (the "Agreement") we hereby notify you of our intention to retain you as Administrator to render administrative and other services to ING GET U.S. Core Portfolio - Series 7, ING GET U.S. Core Portfolio - Series 8, ING GET U.S. Core Portfolio - Series 9, and ING VP Worldwide Growth Portfolio (the "Portfolios"), each a series of ING Variable Insurance Trust, upon all of the terms and conditions set forth in the Agreement.

Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the Portfolios to AMENDED SCHEDULE A of the Agreement. The AMENDED SCHEDULE A, with the annual administration fees indicated for each series, is attached hereto.

Please signify your acceptance to act as Administrator under the Agreement with respect to the aforementioned Portfolios.

Very sincerely,

/s/ Robert S. Naka
----------------------------
Robert S. Naka
Senior Vice President
ING Variable Insurance Trust

ACCEPTED AND AGREED TO:
ING Funds Services, LLC

By /s/ Michael J. Roland
   ----------------------------
   Michael J. Roland
   Executive Vice President

7337 E. Doubletree Ranch Rd.      Tel: 480-477-3000       ING Variable Insurance Trust
Scottsdale, AZ 85258-2034         Fax: 480-477-2700
                                  www.ingfunds.com

AMENDED SCHEDULE A

TO THE

ADMINISTRATION AGREEMENT

BETWEEN

ING VARIABLE INSURANCE TRUST

AND

ING FUNDS SERVICES, LLC

SERIES                                                                  ADMINISTRATIVE FEE
------                                                    ---------------------------------------------
                                                          (as a percentage of average daily net assets)
ING GET U.S. Core Portfolio - Series 1                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio - Series 2                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio - Series 3                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio - Series 4                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio - Series 5                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio - Series 6                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio - Series 7                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio - Series 8                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio - Series 9                             0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Opportunity Portfolio - Series 1                      0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING GET U.S. Opportunity Portfolio - Series 2                      0.055% on the first $5 billion
                                                                0.030% on all assets over $5 billion

ING VP Worldwide Growth Portfolio                                             0.00%

EXHIBIT h(5)(i)

[ING FUNDS LOGO]

June 14, 2004

Ms. Mary Jean Milner
Vice President
The Bank of New York
100 Church Street, 10th Floor
New York, NY 10286

Dear Ms. Milner:

Please signify your acceptance to provide services under the Agreements with respect to the Funds by signing below.

If you have any questions, please contact me at (480) 477-2118.

Sincerely,

By: /s/ Michael J. Roland
   --------------------------------
   Michael J. Roland
   Executive Vice President and
   Chief Financial Officer

ACCEPTED AND AGREED TO:
The Bank of New York

By:/s/ Edward G. McGann
   -----------------------------
Name: Edward G. McGann
Title: VICE PRESIDENT , Duly Authorized

337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Investments, LLC Scottsdale, AZ 85258-2034 Fax: 480-477-2700 www.ingfunds.com

AMENDED EXHIBIT A

FUND                                                         EFFECTIVE DATE
----                                                         --------------
ING CORPORATE LEADERS TRUST FUND
   ING Corporate Leaders Trust - Series A                     May 17, 2004
   ING Corporate Leaders Trust - Series B                     May 17, 2004

ING EQUITY TRUST
   ING Convertible Fund                                       June 9, 2003
   ING Disciplined LargeCap Fund                              June 9, 2003
   ING Equity and Bond Fund                                   June 9, 2003
   ING Financial Services Fund                                June 9, 2003
   ING LargeCap Growth Fund                                   June 9, 2003
   ING LargeCap Value Fund                                   February 1, 2004
   ING MidCap Opportunities Fund                              June 9, 2003
   ING MidCap Value Fund                                      June 9, 2003
   ING Principal Protection Fund                              June 2, 2003
   ING Principal Protection Fund II                           June 2, 2003
   ING Principal Protection Fund III                          June 2, 2003
   ING Principal Protection Fund IV                           June 2, 2003
   ING Principal Protection Fund V                            June 2, 2003
   ING Principal Protection Fund VI                           June 2, 2003
   ING Principal Protection Fund VII                           May 1, 2003
   ING Principal Protection Fund VIII                        October 1, 2003
   ING Principal Protection Fund IX                          February 2, 2004
   ING Principal Protection Fund X                            May 3, 2004
   ING Principal Protection Fund XI                          August 16, 2004
   ING Real Estate Fund                                       June 9, 2003
   ING SmallCap Opportunities Fund                            June 9, 2003
   ING SmallCap Value Fund                                    June 9, 2003
   ING Tax Efficient Equity Fund                              June 9, 2003

ING FUNDS TRUST
   ING Classic Money Market Fund                              April 7, 2003
   ING GNMA Income Fund                                       April 7, 2003
   ING High Yield Bond Fund                                   April 7, 2003
   ING High Yield Opportunity Fund                            April 7, 2003
   ING Intermediate Bond Fund                                 April 7, 2003
   ING Lexington Money Market Trust                           April 7, 2003
   ING Money Market Fund                                      April 7, 2003
   ING National Tax-Exempt Bond Fund                          April 7, 2003

ING GET FUND
   ING GET Fund - Series E                                    July 14, 2003
   ING GET Fund - Series G                                    July 14, 2003

ING GET Fund (CONT.)
ING GET Fund - Series H                                         July 14, 2003
ING GET Fund -Series I                                          July 14, 2003
ING GET Fund - Series J                                         July 14, 2003
ING GET Fund - Series K                                         July 14, 2003
ING GET Fund - Series L                                         July 14, 2003
ING GET Fund - Series M                                         July 14, 2003
ING GET Fund - Series N                                         July 14, 2003
ING GET Fund - Series P                                         July 14, 2003
ING GET Fund - Series Q                                         July 14, 2003
ING GET Fund - Series R                                         July 14, 2003
ING GET Fund - Series S                                         July 14, 2003
ING GET Fund - Series T                                         July 14, 2003
ING GET Fund - Series U                                         July 14, 2003
ING GET Fund - Series V                                         March 13,2003

ING INVESTMENT FUNDS, INC.
  ING MagnaCap Fund                                             June 9, 2003

ING INVESTORS TRUST
  Fund for Life Series                                          January 6, 2003
  ING AIM Mid Cap Growth Portfolio                              January 6, 2003
  ING Alliance Mid Cap Growth Portfolio                         January 6, 2003
  ING American Funds Growth Portfolio                          September 2, 2003
  ING American Funds Growth-Income Portfolio                   September 2, 2003
  ING American Funds International Portfolio                   September 2, 2003
  ING Capital Guardian Large Cap Value Portfolio                January 13, 2003
  ING Capital Guardian Managed Global Portfolio                 January 13, 2003
  ING Capital Guardian Small Cap Portfolio                      January 13, 2003
  ING Developing World Portfolio                                January 13, 2003
  ING Eagle Asset Capital Appreciation Portfolio                January 6, 2003
  ING Evergreen Health Sciences Portfolio                         May 3, 2004
  ING Evergreen Omega Portfolio
  ING FMR(SM) Diversified Mid Cap                                 May 3, 2004
  Portfolio                                                     January 6,2003
  ING Goldman Sachs Internet Tollkeeper(SM) Portfolio           January 6, 2003
  ING Hard Assets Portfolio                                     January 13, 2003
  ING International Portfolio                                   January 13,2003
  ING Janus Special Equity Portfolio                            January 13, 2003
  ING Jennison Equity Opportunities Portfolio                   January 6, 2003
  ING JPMorgan Small Cap Equity Portfolio                       January 13, 2003
  ING Julius Baer Foreign Portfolio                             January 13, 2003
  ING Legg Mason Value Portfolio                                January 13, 2003
  ING Lifestyle Aggressive Growth Portfolio                     May 1,2004
  ING Lifestyle Growth Portfolio                                May 1,2004
  ING Lifestyle Moderate Growth Portfolio                       May 1,2004
  ING Lifestyle Moderate Portfolio                              May 1,2004

ING INVESTORS TRUST (CONT.)
  ING Limited Maturity Bond Portfolio                          January 6, 2003
  ING Liquid Assets Portfolio                                  January 6, 2003
  ING Marsico Growth Portfolio                                 January 13, 2003
  ING Mercury Focus Value Portfolio                            January 6, 2003
  ING Mercury Large Cap Growth Portfolio                       January 6, 2003
  ING MFS Mid Cap Growth Portfolio                             January 13, 2003
  ING MFS Research Portfolio                                   January 13, 2003
  ENG MFS Total Return Portfolio                               January 13, 2003
  ING PIMCO Core Bond Portfolio                                January 13, 2003
  ING PIMCO High Yield Portfolio                               November 5, 2003
  ING Salomon Brothers All Cap Portfolio                       January 6, 2003
  ING Salomon Brothers Investors Portfolio                     January 6, 2003
  ING Stock Index Portfolio                                    November 5, 2003
  ING T. Rowe Price Capital Appreciation Portfolio             January 13,2003
  ING T. Rowe Price Equity Income Portfolio                    January 13, 2003
  ING UBS U.S. Balanced Portfolio                              January 6, 2003
  ING Van Kampen Equity Growth Portfolio                       January 13, 2003
  ING Van Kampen Global Franchise Portfolio                    January 13, 2003
  ING Van Kampen Growth and Income Portfolio                   January 13, 2003
  ING Van Kampen Real Estate Portfolio                         January 13, 2003

ING MAYFLOWER TRUST
   ING International Value Fund                                November 3, 2003

ING MUTUAL FUNDS
  ING Emerging Countries Fund                                  November 3, 2003
  ING Foreign Fund                                              July 1, 2003
  ING Global Equity Dividend Fund                              November 3, 2003
  ING Global Real Estate Fund                                  November 3, 2003
  ING International Fund                                       November 3, 2003
  ING International SmallCap Growth Fund                       November 3, 2003
  ING Precious Metals Fund                                     November 3, 2003
  ING Russia Fund                                              November 3, 2003
  ING Worldwide Growth Fund                                    November 3, 2003

ING SERIES FUND, INC.
  Brokerage Cash Reserves                                       June 2, 2003
  ING Aeltus Money Market Fund                                  June 2, 2003
  ING Balanced Fund                                             June 2, 2003
  ING Bond Fund                                                 June 2, 2003
  ING Classic Principal Protection Fund I                       June 2, 2003
  ING Classic Principal Protection Fund II                      June 2, 2003
  ING Classic Principal Protection Fund III                     June 2, 2003
  ING Classic Principal Protection Fund IV                      June 2, 2003
  ING Equity Income Fund                                        June 9, 2003

ING SERIES FUND, INC. (CONT.)
  ING Global Science and Technology Fund                                       June 2, 2003
  ING Government Fund                                                          June 2, 2003
  ING Growth Fund                                                              June 9, 2003
  ING Index Plus LargeCap Fund                                                 June 9, 2003
  ING Index Plus MidCap Fund                                                   June 9, 2003
  ING Index Plus Protection Fund                                               June 2, 2003
  ING Index Plus SmallCap Fund                                                 June 9, 2003
  ING International Growth Fund                                             November 3 ,2003
  ING Small Company Fund                                                       June 9, 2003
  ING Strategic Allocation Balanced Fund                                       June 2, 2003
  ING Strategic Allocation Growth Fund                                         June 2, 2003
  ING Strategic Allocation Income Fund                                         June 2, 2003
  ING Value Opportunity Fund                                                   June 9, 2003

ING STRATEGIC ALLOCATION PORTFOLIOS, LAC.
  ING VP Strategic Allocation Balanced Portfolio                               July 7, 2003
  ING VP Strategic Allocation Growth Portfolio                                 July 7, 2003
  ING VP Strategic Allocation Income Portfolio                                 July 7, 2003

ING VARIABLE FUNDS
  ING VP Growth and Income Portfolio                                           July 7, 2003

ING VARIABLE INSURANCE TRUST
  ING GET U.S. Core Portfolio-Series 1                                        June 13, 2003
  ING GET U.S. Core Portfolio-Series 2                                     September 12, 2003
  ING GET U.S. Core Portfolio-Series 3                                     December 12, 2003
  ING GET U.S. Core Portfolio-Series 4                                       March 12, 2004
  ING GET U.S. Core Portfolio-Series 5                                        June 11, 2004
  ING GET U.S. Core Portfolio-Series 6                                     September 10, 2004
  ING GET U.S. Core Portfolio-Series 7                                     December 10, 2004
  ING GET U.S. Core Portfolio-Series 8                                        March 9, 2005
  ING GET U.S. Core Portfolio-Series 9                                         June 8, 2005
  ING GET U.S. Opportunity Portfolio-Series 1                                      TBD
  ING GET U.S. Opportunity Portfolio-Series 2                                      TBD
  ING VP Worldwide Growth Portfolio                                         November 3, 2003

ING VARIABLE PORTFOLIOS, INC.
  ING VP Global Science and Technology Portfolio                               July 7, 2003
  ING VP Growth Portfolio                                                      July 7, 2003
  ING VP Index Plus LargeCap Portfolio                                         July 7, 2003
  ING VP Index Plus MidCap Portfolio                                           July 7, 2003
  ING VP Index Plus SmallCap Portfolio                                         July 7, 2003
  ING VP International Equity Portfolio                                     November 3, 2003
  ING VP Small Company Portfolio                                               July 7, 2003
  ING VP Value Opportunity Portfolio                                           July 7, 2003

ING VARIABLE PRODUCTS TRUST
   ING VP Convertible Portfolio                                              October 6, 2003
   ING VP Disciplined LargeCap Portfolio                                     October 6, 2003
   ING VP Financial Services Portfolio                                         May 1,2004
   ING VP High Yield Bond Portfolio                                          October 6, 2003
   ING VP International Value Portfolio                                     November 3, 2003
   ING VP LargeCap Growth Portfolio                                          October 6, 2003
   ING VP MagnaCap Portfolio                                                 October 6, 2003
   ING VP MidCap Opportunities Portfolio                                     October 6, 2003
   ING VP Real Estate Portfolio                                                May 1, 2004
   ING VP SmallCap Opportunities Portfolio                                   October 6, 2003

ING VP BALANCED PORTFOLIO, INC.                                                July 7, 2003

ING VP BOND PORTFOLIO                                                          July 7, 2003

ING VP EMERGING MARKETS FUND, INC.                                          November 4, 2003

ING VP MONEY MARKET PORTFOLIO                                                  July 7, 2003

ING VP NATURAL RESOURCES TRUST                                               October 6, 2003

USLICO SERIES FUND
   The Asset Allocation Portfolio                                            October 6, 2003
   The Bond Portfolio                                                        October 6, 2003
   The Money Market Portfolio                                                October 6, 2003
   The Stock Portfolio                                                       October 6, 2003

EXHIBIT h(6)(i)

[ING FUNDS LOGO]

June 14, 2004

Nick Horvath
DST Systems, Inc.
333 West 11th St., 5th Floor
Kansas City, Missouri 64105

Dear Mr. Horvath:

Pursuant to the Agency Agreement dated November 30, 2000, as amended, between the Funds (as defined in the Agreement) and DST Systems, Inc. (the "Agreement"), we hereby notify you of our intention to retain you as Transfer Agent and Dividend Disbursing Agent to render such services to ING GET U.S. Core Portfolio - Series 7, ING GET U.S. Core Portfolio - Series 8, and ING GET U.S. Core Portfolio - Series 9, three newly established series of ING Variable Insurance Trust (the "Funds"), upon all of the terms and conditions set forth in the Agreement. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the above-mentioned Funds to the AMENDED AND RESTATED EXHIBIT A of the Agreement.

AMENDED AND RESTATED EXHIBIT A has also been updated to reflect name changes of ING Mercury Fundamental Growth Portfolio to ING Mercury Large Cap Growth Portfolio, effective August 6, 2004, and ING Janus Growth and Income Portfolio to ING Legg Mason Value Portfolio.

Please signify your acceptance to act as Transfer Agent and Dividend Disbursing Agent under the Agreement with respect to the Funds, by signing below.

Very sincerely,

/s/ Robert S. Naka
----------------------------
Robert S. Naka
Senior Vice President
ING Variable Insurance Trust

ACCEPTED AND AGREED TO:
DST Systems, Inc.

By:    /s/ Nick Horvath
       --------------------------------------------
Name:  NICK HORVATH
       --------------------------------------------
Title: DIRECTOR OF OPERATIONS, Duly Authorized
       --------------------------------------------

7337 E. Doubletree Ranch Rd                 Tel: 480-477-3000      ING Variable Insurance Trust
Scottsdale, AZ 85258-2034                   FAX: 480-477-2700
                                            www.ingfunds.com

AMENDED AND RESTATED EXHIBIT A

WITH RESPECT TO THE

AGENCY AGREEMENT

BETWEEN

THE FUNDS

AND

DST SYSTEMS, INC.

                                              TYPE OF           STATE OF         TAXPAYER
TAXPAYER/FUND NAME                          ORGANIZATION      ORGANIZATION       I.D. NO.
-----------------------------------        ---------------    -------------     ----------
ING CORPORATE LEADERS TRUST FUND           Trust              New York          13-6061925

ING EQUITY TRUST                           Business Trust     Massachusetts     N/A
  ING Convertible Fund                                                          33-0552461
  ING Disciplined LargeCap Fund                                                 06-1533751
  ING Equity and Bond Fund                                                      33-0552418
  ING Financial Services Fund                                                   95-4020286
  ING LargeCap Growth Fund                                                      33-0733557
  ING LargeCap Value Fund                                                       20-0437128
  ING MidCap Opportunities Fund                                                 06-1522344
  ING MidCap Value Fund                                                         86-1048451
  ING Principal Protection Fund                                                 86-1033467
  ING Principal Protection Fund II                                              86-1039030
  ING Principal Protection Fund III                                             86-1049217
  ING Principal Protection Fund IV                                              82-0540557
  ING Principal Protection Fund V                                               27-0019774
  ING Principal Protection Fund VI                                              48-1284684
  ING Principal Protection Fund VII                                             72-1553495
  ING Principal Protection Fund VIII                                            47-0919259
  ING Principal Protection Fund IX                                              20-0453800
  ING Principal Protection Fund X                                               20-0584080
  ING Principal Protection Fund XI                                              20-0639761
  ING Real Estate Fund                                                          43-1969240
  ING SmallCap Opportunities Fund                                               04-2886856
  ING SmallCap Value Fund                                                       86-1048453
  ING Tax Efficient Equity Fund                                                 23-2978988

ING FUNDS TRUST                            Statutory Trust    Delaware          N/A
  ING Classic Money Market Fund                                                 23-2978935
  ING GNMA Income Fund                                                          22-2013958
  ING High Yield Bond Fund                                                      23-2978938
  ING High Yield Opportunity Fund                                               33-0715888
  ING Intermediate Bond Fund                                                    52-2125227

-1-

                                                        TYPE OF           STATE OF            TAXPAYER
TAXPAYER/FUND NAME                                    ORGANIZATION      ORGANIZATION          I.D. NO.
------------------------------------------------     --------------     -------------        ----------
ING FUNDS TRUST (CONT.)
  ING Lexington Money Market Trust                                                           13-6766350
  ING Money Market Fund                                                                      86-0955273
  ING National Tax-Exempt Bond Fund                                                          23-2978941

ING INVESTMENT FUNDS, INC.                           Corporation        Maryland             N/A
  ING MagnaCap Fund                                                                          22-1891924

ING INVESTORS TRUST                                  Business Trust     Massachusetts        N/A
  ING AIM Mid Cap Growth Portfolio                                                           13-3851354
  ING Alliance Mid Cap Growth Portfolio                                                      51-0380290
  ING American Funds Growth Portfolio                                                        55-0839555
  ING American Funds Growth-Income Portfolio                                                 55-0839542
  ING American Funds International Portfolio                                                 55-0839952
  ING Capital Guardian Large Cap Value Portfolio                                             23-3027332
  ING Capital Guardian Managed Global Portfolio                                              51-0377646
  ING Capital Guardian Small Cap Portfolio                                                   13-3869101
  ING Developing World Portfolio                                                             52-2059121
  ING Eagle Asset Capital Appreciation Portfolio                                             13-3793993
  ING Evergreen Health Sciences Portfolio                                                    20-0573913
  ING Evergreen Omega Portfolio                                                              20-0573935
  ING FMR(SM) Diversified Mid Cap Portfolio                                                  25-6725709
  ING Goldman Sachs Internet Tollkeeper(SM)                                                  23-3074142
  Portfolio
  ING Hard Assets Portfolio                                                                  95-6895627
  ING International Portfolio                                                                23-3074140
  ING Janus Special Equity Portfolio                                                         23-3054937
  ING Jennison Equity Opportunities Portfolio                                                13-6990661
  ING JPMorgan Small Cap Equity Portfolio                                                    02-0558352
  ING Julius Baer Foreign Portfolio                                                          02-0558388
  ING Legg Mason Value Portfolio                                                             23-3054962
  ING Lifestyle Aggressive Growth Portfolio                                                  20-0573999
  ING Lifestyle Growth Portfolio                                                             20-0573986
  ING Lifestyle Moderate Growth Portfolio                                                    20-0573968
  ING Lifestyle Moderate Portfolio                                                           20-0573946
  ING Limited Maturity Bond Portfolio                                                        95-6895624
  ING Liquid Assets Portfolio                                                                95-6891032
  ING Marsico Growth Portfolio                                                               51-0380299
  ING Mercury Focus Value Portfolio                                                          02-0558367
  ING Mercury Large Cap Growth Portfolio                                                     02-0558346
  ING MFS Mid Cap Growth Portfolio                                                           51-0380288
  ING MFS Research Portfolio                                                                 51-0380300
  ING MFS Total Return Portfolio                                                             51-0380289

-2-

                                                        TYPE OF           STATE OF            TAXPAYER
TAXPAYER/FUND NAME                                    ORGANIZATION      ORGANIZATION          I.D. NO.
--------------------------------------------------   ---------------    -------------        ----------
ING INVESTORS TRUST (CONT.)
  ING PMCO Core Bond Portfolio                                                               51-0380301
  ING PIMCO High Yield Portfolio                                                             02-0558398
  ING Salomon Brothers All Cap Portfolio                                                     23-0326348
  ING Salomon Brothers Investors Portfolio                                                   23-3027331
  ING Stock Index Portfolio                                                                  55-0839540
  ING T. Rowe Price Capital Appreciation Portfolio                                           95-6895626
  ING T. Rowe Price Equity Income Portfolio                                                  95-6895630
  ING UBS U.S. Balanced Portfolio                                                            23-3054961
  ING Van Kampen Equity Growth Portfolio                                                     02-0558376
  ING Van Kampen Global Franchise Portfolio                                                  02-0558382
  ING Van Kampen Growth and Income Portfolio                                                 13-3729210
  ING Van Kampen Real Estate Portfolio                                                       95-6895628

ING MAYFLOWER TRUST                                  Business Trust     Massachusetts        N/A
  ING International Value Fund                                                               06-1472910

ING MUTUAL FUNDS                                     Statutory Trust    Delaware             N/A
  ING Emerging Countries Fund                                                                33-0635177
  ING Foreign Fund                                                                           72-1563685
  ING Global Equity Dividend Fund                                                            55-0839557
  ING Global Real Estate Fund                                                                86-1028620
  ING International Fund                                                                     22-3278095
  ING International SmallCap Growth Fund                                                     33-0591838
  ING Precious Metals Fund                                                                   13-2855309
  ING Russia Fund                                                                            22-3430284
  ING Worldwide Growth Fund                                                                  33-0552475

ING PRIME RATE TRUST                                 Business Trust     Massachusetts        95-6874587

ING SENIOR INCOME FUND                               Statutory Trust    Delaware             86-1011668

ING VARIABLE INSURANCE TRUST                         Statutory Trust    Delaware             N/A
 ING GET U.S. Core Portfolio - Series 1                                                      43-2007006
 ING GET U.S. Core Portfolio - Series 2                                                      41-2107140
 ING GET U.S. Core Portfolio - Series 3                                                      32-0090501
 ING GET U.S. Core Portfolio - Series 4                                                      32-0090502
 ING GET U.S. Core Portfolio - Series 5                                                      32-0090504
 ING GET U.S. Core Portfolio - Series 6                                                      32-0090505
 ING GET U.S. Core Portfolio - Series 7                                                      20-1001843
 ING GET U.S. Core Portfolio - Series 8                                                      20-1001926
 ING GET U.S. Core Portfolio - Series 9                                                      20-1001966
 ING GET U.S. Opportunity Portfolio - Series 1                                               43-2007032

-3-

                                                        TYPE OF           STATE OF            TAXPAYER
TAXPAYER/FUND NAME                                    ORGANIZATION      ORGANIZATION          I.D. NO.
--------------------------------------------------   ---------------    -------------        ----------
ING VARIABLE INSURANCE TRUST (CONT.)
  ING GET U.S. Opportunity Portfolio - Series 2                                              TBD
  ING VP Worldwide Growth Portfolio                                                          25-6705433

ING VARIABLE PRODUCTS TRUST                          Business Trust     Massachusetts        N/A
  ING VP Convertible Portfolio                                                               86-1028318
  ING VP Disciplined LargeCap Fund                                                           06-6397003
  ING VP Financial Services Portfolio                                                        86-1028316
  ING VP High Yield Bond Portfolio                                                           06-6396995
  ING VP International Value Portfolio                                                       06-6453493
  ING VP LargeCap Growth Portfolio                                                           86-1028309
  ING VP MagnaCap Portfolio                                                                  06-6493762
  ING VP MidCap Opportunities Portfolio                                                      06-6493760
  ING VP Real Estate Portfolio                                                               20-0453833
  ING VP SmallCap Opportunities Portfolio                                                    06-6397002

ING VP EMERGING MARKETS FUND, INC.                   Corporation        Maryland             06-1287459

ING VP NATURAL RESOURCES TRUST                       Business Trust     Massachusetts        22-2932678

USLICO SERIES FUND                                   Business Trust     Massachusetts        N/A
  The Asset Allocation Portfolio                                                             54-1499147
  The Bond Portfolio                                                                         54-1499901
  The Money Market Portfolio                                                                 54-1499149
  The Stock Portfolio                                                                        54-1499398

Last Approved: June 3, 2004

-4-

EXHIBIT m(1)(i)
AMENDED SCHEDULE A

WITH RESPECT TO THE

DISTRIBUTION PLAN

FOR

ING VARIABLE INSURANCE TRUST

PORTFOLIO                                                           MAXIMUM DISTRIBUTION FEE
---------------------------------------------             ---------------------------------------------
                                                          (as a percentage of average daily net assets)
ING GET U.S. Core Portfolio - Series 1                                        0.25%

ING GET U.S. Core Portfolio - Series 2                                        0.25%

ING GET U.S. Core Portfolio - Series 3                                        0.25%

ING GET U.S. Core Portfolio - Series 4                                        0.25%

ING GET U.S. Core Portfolio - Series 5                                        0.25%

ING GET U.S. Core Portfolio - Series 6                                        0.25%

ING GET U.S. Core Portfolio - Series 7                                        0.25%

ING GET U.S. Core Portfolio - Series 8                                        0.25%

ING GET U.S. Core Portfolio - Series 9                                        0.25%

ING GET U.S. Opportunity Portfolio - Series 1                                 0.25%

ING GET U.S. Opportunity Portfolio - Series 2                                 0.25%

Exhibit p(1)

CODE OF ETHICS

.
.

I.     STATEMENT OF GENERAL PRINCIPLES .........................................     2

II.    DEFINITIONS .............................................................     3

III.   GOVERNING LAWS, REGULATIONS AND PROCEDURES ..............................     7

IV.    CONFIDENTIALITY OF TRANSACTIONS .........................................     8

V.     ETHICAL STANDARDS .......................................................     8
  A.   INVESTMENT ACTIVITIES RELATED TO THE FUNDS OR MANAGED ACCOUNTS ..........     8
  B.   CONFLICTS ...............................................................     8
  C.   OBLIGATION TO COMPLY WITH LAWS AND REGULATIONS ..........................     9
  D.   SELECTION OF BROKER-DEALERS .............................................     9
  E.   SUPERVISORY RESPONSIBILITY ..............................................     9
  F.   ACCOUNTABILITY ..........................................................     9
VI.    EXEMPTED TRANSACTIONS ...................................................    10

VII.   RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES ...........................    10
  A.   GENERAL .................................................................    10
  B.   PRE-CLEARANCE ...........................................................    10
  C.   RESTRICTIONS ON PURCHASE OF INITIAL PUBLIC OFFERINGS ....................    11
  D.   RESTRICTIONS ON PURCHASE OF LIMITED OFFERINGS ...........................    12
  E.   BLACKOUT PERIODS ........................................................    12
  F.   BAN ON SHORT-TERM TRADING PROFITS .......................................    13
  G.   VIOLATIONS OF THIS POLICY WILL BE SUBJECT TO AUTOMATIC DISGORGEMENT .....    13
  H.   GIFTS ...................................................................    13
  I.   SERVICES AS A DIRECTOR ..................................................    13
  J.   NAKED OPTIONS ...........................................................    13
  K.   SHORT SALES .............................................................    13
  L.   PERMITTED EXCEPTION .....................................................    13

VIII.  COMPLIANCE PROCEDURES ...................................................    14

  A.   DISCLOSURE OF PERSONAL HOLDINGS .........................................    14
  B.   DUPLICATE TRADE CONFIRMATION STATEMENTS AND ACCOUNT STATEMENTS ..........    14
  C.   QUARTERLY REPORTING .....................................................    14
     1)  Access Persons and Advisory Representatives ...........................    15
     2)  Exclusions ............................................................    15
     3)  Disinterested Directors ...............................................    16
     4)  All Directors .........................................................    16

  D.   CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS .........................    16

IX.    TRANSACTIONS IN ING FUND SHARES .........................................    16

  A.   APPLICABILITY OF ARTICLE IX .............................................    16
  B.   COMPLIANCE WITH PROSPECTUS ..............................................    17
  C.   TRANSACTIONS REQUIRED TO BE THROUGH DST OR THE ING PLAN .................    17
  D.   30-DAY HOLDING PERIOD FOR ING FUND SHARES ...............................    18

  E.   PRE-CLEARANCE OF TRANSACTIONS IN ING FUND SHARES.........................    18
  F.   REPORTING OF TRANSACTIONS IN ING FUND SHARES ............................    19
  G.   DISINTERESTED DIRECTORS /TRUSTEES/CONSULTANTS ...........................    19
  H.   QUESTIONS TO CHIEF COMPLIANCE OFFICER ...................................    19
  I.   REVIEW BY CHIEF COMPLIANCE OFFICER ......................................    19
  J.   MINIMUM SANCTIONS .......................................................    19

X.     SANCTIONS ...............................................................    20
  A.   GENERALLY ...............................................................    20
  B.   PROCEDURES ..............................................................    20

XI.    MISCELLANEOUS PROVISIONS ................................................    20

  A.   RECORDS .................................................................    20
  B.   CONFIDENTIALITY .........................................................    21
  C.   INTERPRETATION OF PROVISIONS ............................................    22
  D.   EFFECT OF VIOLATION OF THIS CODE ........................................    22

XII.   EXHIBITS ................................................................    23

  EXHIBIT A ....................................................................    23
       Policies and Procedures to Control the Flow and Use of Material
       Non-Public Information in Connection With Securities Activities .........    23
  EXHIBIT B ....................................................................    24
       Designated Persons of ING Investments able to provide pre-clearance .....    24
  EXHIBIT C-1 ..................................................................    25
       SAMPLE LETTER TO BROKERAGE FIRM (1) .....................................    25
  EXHIBIT C-2 ..................................................................    26
       SAMPLE LETTER TO BROKERAGE FIRM (2) .....................................    26
  EXHIBIT D ....................................................................    27
  [ANNUAL CERTIFICATION BY ALL ACCESS PERSONS AND DIRECTORS] ...................    27
  EXHIBIT E ....................................................................    28
       INITIAL CERTIFICATION OF CODE OF ETHICS .................................    28

Code of Ethics Effective Xxx 00, 200X

I. STATEMENT OF GENERAL PRINCIPLES

Each of (i) the ING Funds (sometimes referred to as "Funds"), (ii) ING Investments, LLC ("ING Investments"), a registered investment adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act"), which serves as the investment adviser for the Funds and Managed Accounts, and (vi) ING Funds Distributor, LLC. ("IFD"), a registered broker-dealer under the Securities Exchange Act of 1934, as amended ("the Exchange Act"), which serves as the principal underwriter for the ING Funds (hereinafter, ING Investments, and IFD, collectively "Fund Affiliates") hereby adopt this Code of Ethics (hereinafter, "Code"), pursuant to Section 17(j) of the Investment Company Act of 1940, as amended ("the 1940 Act") and Rule 17j-1 promulgated thereunder by the Securities and Exchange Commission ("SEC").

In general, Rule 17j-1 imposes an obligation on registered investment companies, investment advisers and principal underwriters to adopt written codes of ethics covering the securities activities of certain directors, trustees, officers, and employees. This Code is designed to ensure that: (i) those individuals who have access to information regarding the portfolio securities activities of registered investment company clients and other advisory clients, do not intentionally use information concerning such clients' portfolio securities activities for his or her personal benefit and to the detriment of such clients and (ii) Access Persons and Employees of the ING Funds and the Fund Affiliates do not engage in improper trading of shares of the ING Funds (ING Fund Shares"). A sub-adviser of any Fund (and the sub-adviser's Access Persons and Employees) shall be subject to this Code unless the boards of directors/trustees of the Funds ("Boards") have approved a separate code of ethics for that sub-adviser (a "Sub-Adviser Code"). In reviewing and approving a Sub-Adviser Code, the Boards shall, in addition to making the findings required by Rule 17j-1, consider whether the Sub-Adviser Code has provisions reasonably designed to detect and deter improper trading by Sub-Adviser Employees in shares of the portfolios of the Funds sub-advised by it. It is not the intention of this Code to prohibit personal securities activities by Access Persons and Employees, but rather to prescribe rules designed to prevent actual and apparent conflicts of interest. While it is not possible to define and prescribe all-inclusive rules addressing all possible situations in which conflicts may arise, this Code sets forth the policies of the Funds and Fund Affiliates regarding conduct in those situations in which conflicts are most likely to develop.

Rule 17j-1(b)(1)-(4) specifically states;

It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund:

(1) To employ any device, scheme or artifice to defraud the Fund;

(2) To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

Code of Ethics Effective Xxx 00, 200X

(3) To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

(4) To engage in any manipulative practice with respect to the Fund.

In discharging his or her obligations under the Code, every Access Person and Employee should adhere to the following general fiduciary principles governing personal investment activities:

A. Every Access Person or Employee should at all times scrupulously place the interests of the Funds' shareholders and advisory clients ahead of his or her own interests with respect to any decision relating to personal investments.

B. No Access Person or Employee should take inappropriate advantage of his or her position with a Fund, or with the Fund Affiliates as the case may be, by using knowledge of any Fund's or Managed Account's transactions to his or her personal profit or advantage.

C. Every Access Person and Employee should at all times conform to the POLICIES AND PROCEDURES TO CONTROL THE FLOW AND USE OF MATERIAL NON-PUBLIC INFORMATION IN CONNECTION WITH SECURITIES ACTIVITIES, a copy of which is attached as Exhibit A and is incorporated by reference into this Code.

II. DEFINITIONS

This Code places directors, officers and employees of the Funds and Fund Affiliates into several categories, and imposes varying requirements by category appropriate to the sensitivity of the positions included in the category. As used herein and unless otherwise indicated, the following terms shall have the meanings set forth below.

"ACCESS PERSONS": includes:

(i) any director, trustee, officer, general partner or Advisory Person of the Funds or the Advisers; and

(ii) any director or officer of IFD who, in the ordinary course of business, makes, participates in or obtains information regarding the purchase or sale of Securities by the Funds or Managed Accounts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to the Funds or Managed Accounts regarding the purchase or sale of Securities.

This definition includes, but is not limited to, the following individuals: Portfolio Managers, Investment Personnel, certain Employees in Operations, all Employees in Marketing, the Finance department, Information Systems, Accounting/Compliance Department, Legal Counsel, Legal Administration and Executive Management and their support staff members, as such individuals are defined by the Company's Human Resource Department.

Code of Ethics Effective Xxx 00, 200X

"ADVISERS": "ING Investments", a registered adviser under the Investment Advisers Act of 1940, as amended ("Advisers Act"), which serves as the investment adviser for the Funds and Managed Accounts and sub-advisers subject to this Code.

"ADVISORY PERSON": includes any Employee of the Funds or the Advisers (or of any company in a control relationship to the Fund or the Advisers) who, in connection with his or her regular functions or duties, makes, participates in or obtains information regarding the purchase or sale of Securities by the Funds or Managed Accounts, or whose functions relate to the making of any recommendations with respect to such purchases or sales. This term also includes any natural persons in a control relationship with the Fund or investment adviser who obtains information concerning recommendations made to the Fund regarding the purchase or sale of Securities. This definition also includes Shared Employees.

"ADVISORY REPRESENTATIVES": means any officer or director of the Advisers; or any Employee of the Advisers who, in connection with his or her regular functions or duties, makes any recommendation, who participates in the determination of which recommendation should be made or whose functions or duties relate to the determination of which recommendation shall be made.

"AUTOMATIC DISGORGEMENT": Where a violation results from a transaction which can be reversed prior to settlement such transaction should be reversed, with the cost of the reversal being borne by the Covered Person; or if reversal is impractical or impossible, then any profit realized on such short-term investment, net of brokerage commissions but before tax effect, shall be disgorged to the appropriate Fund, or if no Fund is involved then to a charity designated by the relevant Advisers.

"BEING CONSIDERED FOR PURCHASE OR SALE": means, with respect to any security, that a recommendation to purchase or sell such security has been made and communicated or, with respect to the person making the recommendation, such person seriously considers making such recommendation.

"BENEFICIAL OWNERSHIP": generally has the same meaning as under Section 16 of the Exchange Act and Rule 16a-1(a)(2) under the Act, as having or sharing, directly or indirectly, through any contract arrangement, understanding, relationship, or otherwise, a direct or indirect "pecuniary interest" in the security.

i) "Pecuniary interest" means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in securities.

ii) "Indirect pecuniary interest" includes, but is not limited to: (a) a general partner's proportionate interest in portfolio securities held by a general or limited partnership; (b) a person's right to dividends that is separated or separable from the underlying securities (otherwise, a right to dividends alone will not constitute a pecuniary interest in securities); (c) a person's interest in securities held by a trust; (d) a person's right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; and (e) a performance-related fee, other than an asset based fee, received by any broker, dealer, bank, insurance company, investment company,

Code of Ethics Effective Xxx 00, 200X

investment manager, trustee, or person or entity performing a similar function, with certain exceptions.

iii) A person's Beneficial Ownership interest ordinarily extends to securities held in the name or for the benefit of (a) a spouse, minor children, or significant other, (b) another relative resident in the Covered Person's home, or (c) an unrelated person in circumstances that suggest a sharing of financial interests, such as when the Covered Person makes a significant contribution to the financial support of the unrelated person (or vice versa) or they share in the profits of each other's securities transactions. "Significant others" are two people who share the same primary residence, share living expenses, and are in a committed relationship in which they intend to remain indefinitely. For interpretive purposes, a person who resides with the Covered Person and is referred to as the "boyfriend" or "girlfriend" of the Covered Person would be presumed to be a significant other, while a person referred to as the Covered Person's "roommate" would not, absent a demonstration to the contrary. Any questions about whether a particular person is covered in the definition of beneficial ownership should be directed to the Chief Compliance Officer.

Important Note: Covered Persons are reminded that all information about the Funds and the Fund Affiliates which they acquire in their capacity as Employees or Access Persons is proprietary and confidential to the Funds and the Fund affiliates, and communication of this information to friends, family, or any other individual is strictly prohibited, regardless of any determination of beneficial ownership under this provision.

"CONTROL": shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act.

"COVERED PERSON": means any person subject to the Code, including any Access Person or Employee. The individuals included as Covered Persons may vary for different provisions of the Code, and certain provisions may provide a special definition of Covered Persons for purposes of those provisions.

"DESIGNATED PERSON": means, the Chief Compliance Officer or a member of the Chief Compliance Officer's staff appointed as such.

"DISINTERESTED DIRECTOR": means a director/trustee of the Funds who is not an "interested person" of the Funds within the meaning of Section 2(a)(19) of the 1940 Act.

"EMPLOYEE": means any employee of any ING Fund or Fund Affiliates.

"FUNDS" OR "FUND": means the ING Funds.

"ING FUNDS": means investment companies registered under the 1940 Act for which ING Investments serves as the investment adviser. This includes both the ING retail funds and the ING variable portfolios.

"ING INSURANCE COMPANY": means insurance companies that are part of ING Groep N.V.

Code of Ethics Effective Xxx 00, 200X

"INVESTMENT PERSONNEL": includes any Employee or Advisory Person who, in connection with his or her regular functions or duties, makes, participates in or obtains information concerning recommendations regarding the purchase or sale of Securities by the Funds or Managed Accounts or any natural person in a control relationship to the Fund or Advisers who obtains information regarding the purchase or sale of Securities by the Funds or Managed Accounts and includes the following individuals: all Portfolio Managers of the Funds and Managed Accounts, the Portfolio support staff and traders who provide information and advice to any such Portfolio Managers or who assist in the execution of such Portfolio Managers' decisions and all Finance Department staff of the Advisers.

"MANAGED ACCOUNTS": means any account other than registered investment companies.

"PERSONAL SECURITIES HOLDINGS" OR "PERSONAL SECURITIES TRANSACTIONS":
means, with respect to any person, any Security Beneficially Owned, or any Security purchased or otherwise acquired, or sold or otherwise disposed of by such person, including any Security in which such person has, or by reason of such transaction acquires or disposes of, any direct or indirect Beneficial Ownership in such Security, and any account over which such person has discretion; provided, however, that such terms shall not include any holding or transaction in a Security held in or effectuated for an account over which such person does not have any direct or indirect influence and has certified these facts to the Chief Compliance Officer, in a manner satisfactory to the Chief Compliance Officer, and updates this certification annually and as long as all holdings and transactions in the account are reported in accordance with the provisions of Article VIII.A. (Disclosure of Personal Holdings) and Article VIII.B. (Duplicate Trade Confirmation Statements and Account Statements). Personal Securities Transactions shall include all Securities or commodity interests regardless of the dollar amount of the transaction or whether the sale is in response to a tender offer.

"PORTFOLIO MANAGER": means any Employee of a Fund or the Advisers who is entrusted with the direct responsibility and authority to make investment decisions affecting a Fund or Managed Account, and who, therefore, may be best informed about such Fund's or account's investment plans and interests.

"RELATED PERSONS": persons in whose holdings or transactions a Covered Person has a beneficial ownership interest.

"SECURITY": includes any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, pre-organization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency. Securities also includes shares of closed-end investment companies, various derivative instruments such as ELKs, LEAPs and PERCs, exchange traded funds such as SPDR's, CUBE'S, WEB's, HOLDR's, iShare's, Viper's and Diamonds, limited partnership interests and private placement common or preferred stocks or debt instruments. Commodity interests, which includes futures contracts, and options on

Code of Ethics Effective Xxx 00,200X

futures. or any other type of commodity interest which trades on any exchange, shall also be included in this Code's definition of Security. Commodity interests in agricultural or industrial commodities, such as agricultural products or precious metals, are not covered under this Code. Security includes any certificate or interest, participation in, temporary or interim certificate for, receipt for, guarantee of or warrant or right to subscribe to or purchase, or of the foregoing.

Security does not include shares of registered open-end investment companies, securities issued by the government of the United States and any options or futures thereon, bankers' acceptances, bank certificates of deposit and time deposits, commercial paper, repurchase agreements, and such other money market instruments as designated by the board of directors/trustees of such Fund, Please note that while shares of the ING Funds that are open-end funds are not defined as "Securities" under the Code, transactions in shares of these Funds are governed by Article IX of the Code.

"SECURITY HELD OR TO BE ACQUIRED" by a Fund or for a managed account means:

1. any Security which, within the most recent fifteen
(15) days,

a. is or has been held by such Fund or managed account, or

b. is being or has been considered by such Fund or managed account for purchase for such Fund or managed account.

2. any option to purchase or sell, and any security convertible into or exchangeable for a Security described in paragraph (a) above.

"SHARED EMPLOYEE": means any Employee who is a Shared Employee by virtue of a Shared Employee arrangement or other writing.

III. GOVERNING LAWS, REGULATIONS AND PROCEDURES

All Employees shall have and maintain knowledge of and shall comply strictly with all applicable Federal and State laws and all rules and regulations of any governmental agency or self-regulatory organization governing his or her activities.

Every Employee will be given a copy of the Code of Ethics at the time of his or her employment and is required to submit a statement, at least annually, that he or she has reviewed the Code.

Each Employee shall comply with all laws and regulations relating to the use of material non-public information. Trading on "inside information" of any sort, whether obtained in the course of research activities, through a client relationship or otherwise, is strictly prohibited. All Employees shall comply strictly with procedures established by the Funds and the Advisers to ensure compliance with applicable Federal and State laws and regulations of governmental agencies and self-regulatory organizations. The Employees shall not knowingly participate in, assist, or condone any acts in violation of any statute or regulation governing securities matters, nor any act, which would violate any provision of this Code or any rules adopted thereunder.

Code of Ethics Effective Xxx 00, 200X

Each Employee having supervisory responsibility shall exercise reasonable supervision over Employees subject to his or her control with a view to preventing any violation by such of the provisions of the Code.

Any Employee encountering evidence that acts in violation of applicable statutes or regulations or provisions of the Code of Ethics have occurred shall report such evidence to a Designated Person or the Board of each fund.

IV. CONFIDENTIALITY OF TRANSACTIONS

All information relating to any Fund or managed account portfolio or pertaining to any studies or research activity is confidential until publicly available. Whenever statistical information or research is supplied to or requested by the Funds or managed accounts, such information must not be disclosed to any persons other than persons designated by the Designated Person or the Board of the Fund or the Advisers. If a Fund or managed account is considering a particular purchase or sale of a security, this must not be disclosed except to such duly authorized persons.

Any Employee authorized to place orders for the purchase or sale of Securities on behalf of a Fund or managed account shall take all steps reasonably necessary to provide that all brokerage orders for the purchase and sale of Securities for the account of the Fund or managed account, will be so executed as to ensure that the nature of the transactions shall be kept confidential until the information is reported to the SEC or each Fund's shareholders or the managed account holders in the normal course of business.

If any Employee or Access Person should obtain information concerning the Fund's or Managed Account's portfolio (including consideration of acquiring or recommending any security for such portfolios), whether in the course of such person's duties or otherwise, such person shall respect the confidential nature of this information and shall not divulge it to anyone unless it is properly part of such person's services to the Fund or managed account to do so or such person is specifically authorized to do so by the Designated Person of the Fund or Managed Account. No Access Person or Employee shall disclose any non-public information relating to a client's portfolio or transactions or to the investment recommendations of the Advisers, nor shall any Access Person or Employee disclose any non-public information relating to the business or operations of the Funds, Fund Affiliates or Managed Accounts unless properly authorized to do so.

V. ETHICAL STANDARDS

A. INVESTMENT ACTIVITIES RELATED TO THE FUNDS OR MANAGED ACCOUNTS

All Access Persons, in making any investment recommendations or in taking any investment action, shall exercise diligence and thoroughness, and shall have a reasonable and adequate basis for any such recommendations or actions.

B. CONFLICTS

All Access Persons shall conduct themselves in a manner consistent with the highest ethical standards. They shall avoid any action, whether for personal profit or

Code of Ethics Effective Xxx 00, 200X

otherwise, that results in an actual or potential conflict of interest, with a Fund or managed account, or which may otherwise be detrimental to the interest of a Fund or managed account. Therefore, no Access Person shall undertake independent practice for compensation in competition with the Funds or Managed Accounts.

Every Employee or Access Person of the Funds or managed accounts who owns beneficially, directly or indirectly, 1/2 of 1% or more of the stock of any corporation is required to report such holdings to the President of the Funds and the Chief Compliance Officer.

C. OBLIGATION TO COMPLY WITH LAWS AND REGULATIONS

Every Access Person shall acquire and maintain knowledge of, and shall comply strictly with, all applicable federal and state laws and all rules and regulations of any governmental agency or self-regulatory organization governing such Access Person's activities. In addition, every Access Person shall comply strictly with all procedures established by the Funds or Fund Affiliates to ensure compliance with such laws and regulations. Access Persons shall not knowingly participate in, assist or condone any acts in violation of any law or regulation governing Securities transactions, nor any act that would violate any provision of this Code.

D. SELECTION OF BROKER-DEALERS

Any Employee having discretion as to the election of broker-dealers to execute transactions in Securities for the Funds shall select broker-dealers solely on the basis of the services provided directly or indirectly by such broker-dealers as provided in the registration statements for the ING Funds. An Employee shall not directly or indirectly, receive a fee or commission from any source in connection with the sale or purchase of any security for a Fund or managed account.

In addition, Employees shall take all actions reasonably calculated to ensure that they engage broker-dealers to transact business with each Fund or managed account whose partners, officers and Employees, and their respective affiliates, will conduct themselves in a manner consistent with the provisions of Article V.

E. SUPERVISORY RESPONSIBILITY

Every Access Person having supervisory responsibility shall exercise reasonable supervision over employees subject to his or her control in order to prevent any violation by such persons of applicable laws and regulations, procedures established by the Funds or Fund Affiliates, as the case may be, or the provisions of this Code.

F. ACCOUNTABILITY

Reports of Possible Violations - Any Access Person encountering evidence of any action in violation of this Code shall report such evidence to the Chief Compliance Officer. The Chief Compliance Officer may assign a Designated Person to investigate matters brought to his or her attention. The Chief Compliance Officer, will report all material violations to the Funds' Disinterested Directors. If, as a result of fiduciary obligations to other persons or entities, an Access Person believes that he or she is

Code of Ethics Effective Xxx 00, 200X

unable to comply with certain provisions of this Code, such Access Person shall so advise the Designated Person of any Fund or the Advisers, for which such person is an Access Person in writing and shall set forth with reasonably specificity the nature of his or her fiduciary obligations and the reasons why such Access Person believes that he or she cannot comply with the provisions of the Code.

VI. EXEMPTED TRANSACTIONS

The provisions of Article VII of this Code shall not apply as follows:

1. To purchases or sales effected in any account over which a Covered Person has no direct or indirect influence or control;

2. To purchases or sales which are non-volitional on the part of either the Access Person or a Fund or managed account;

3. To purchases which are part of an automatic dividend reinvestment plan or employee stock purchase plan;

4. To purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired;

5. The provisions of Article VII of this Code (other than Article VII.A) shall not apply (i) to a Disinterested Director or (ii) to any Primarily Disinterested Director/Trustee/Consultant.

6. The provisions of Article VII and Article VIII.B of this Code shall not apply to Access Persons who are Shared Employees so long as he or she is subject to substantially similar provisions through his/her other employer, as determined by the Chief Compliance Officer.

7. The exemptions provided in this Article VI do not apply to Article IX.

VII. RESTRICTIONS ON PERSONAL INVESTING ACTIVITIES

A. GENERAL

No Access Person shall purchase or sell, directly or indirectly or for any account over which an Access Person has discretion, any Security (including both publicly traded and private placement Securities), in which he or she has, or by reason of such transaction acquires, any direct or indirect Beneficial Ownership and which he or she knows or should have known at the time of such purchase or sale (i) is being considered for purchase or sale by a Fund or managed account; or (ii) is being purchased or sold by a Fund or managed account.

B. PRE-CLEARANCE

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Every Employee and Access Person ("Covered Person") must pre-clear all Personal Securities Transactions with the Compliance Department. In order to receive pre-clearance for Personal Securities Transactions, the Covered Person must complete and submit a Personal Trading Approval form. A member of the Compliance Department is available each business day to respond to pre-clearance requests. Covered Persons are directed to identify:

1. the subject of the transaction and the number of shares and principal amount of each security involved,

2. the date on which the Covered Person desires to engage in the subject transaction;

3. the nature of the transaction (i.e., purchase, sale, private placement, or any other type of acquisition or disposition);

4. the approximate price at which the transaction will be effected; and

5. the name of the broker, dealer, or bank with or through whom the transaction will be effected.

When granted, clearance authorizations will be identified by authorization number and will be effective until the end of that calendar day (or in the case of a private placement purchase, the closing of the private placement transaction Pre-clearance may be obtained by providing a completed Personal Trading Approval form to a Designated Person for authorization. The current list of Designated Persons of the Advisers who are authorized to provide pre-clearance trade approval is attached as Exhibit B. Questions regarding pre-clearance procedures should be directed to the Compliance Department.

In determining whether to grant approval of Personal Securities Transactions of Investment Personnel who desire to purchase or otherwise acquire Securities in private placement transactions conducted pursuant to Section 4(2) of the Securities Act, the appropriate Designated Person will consider, among other factors, whether the investment opportunity presented by such private placement offering should be reserved for an investment company and its shareholders, or a managed account and its shareholders, and whether the opportunity is being offered to an individual by virtue of his position with the Fund or managed account. Immediately upon learning of such Fund's or managed account's subsequent consideration. In such circumstances, the Fund's or managed account's decision to purchase Securities of such issuer will be subject to an independent review

Compliance of transactions with this Code by Access Persons may depend on the subsequent investment activities of the Funds or managed accounts. Therefore, pre-clearance approval of a transaction by the Designated Person does NOT necessarily mean the transaction complies with the Code.

C. RESTRICTIONS ON PURCHASE OF INITIAL PUBLIC OFFERINGS

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1. No Investment Personnel (or Employee who is a Registered Representative) may directly or indirectly acquire Beneficial Ownership in any securities in an initial public offering without first obtaining prior written approval from the Chief Compliance Officer. For the purpose of this provision, "initial public offering" means an offering of securities registered under the Securities Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

2. The Chief Compliance Officer shall not grant approval for any Investment Personnel (or Employee who is a Registered Representative) to acquire Beneficial Ownership in any securities in an initial public offering, except as permitted by NASD Rule 2790. Among other transactions, Rule 2790 permits the purchase of securities in an initial public offering that qualifies as an "issuer-directed" offering either (i) to a specific list of purchasers, or (ii) as part of a spin-off or conversion offering, all in accordance with the provisions of Rule 2790.

D. RESTRICTIONS ON PURCHASE OF LIMITED OFFERINGS

No Investment Personnel may directly or indirectly acquire Beneficial Ownership in any securities in a "limited offering" (sometimes referred to as a "private placement") except after receiving prior written approval from the Chief Compliance Officer. In all such instances, the Investment Personnel shall provide the Chief Compliance Officer with the full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of the Investment Personnel's activities on behalf of advisory clients). Any Investment Personnel who has obtained prior approval and made an investment in a limited offering must disclose in writing to the Chief Compliance Officer immediately upon learning of such Fund's or managed account's subsequent consideration of an investment in the issuer by a Fund. If the Investment Personnel plays a part in any subsequent consideration of an investment in the issuer by a Fund, the Fund's decision to purchase securities of the limited offering issuer will be subject to an independent review by Investment Personnel with no investment in the issuer. For this purpose, a "limited offering" means an offering that is exempt from registration under the Securities Act pursuant to Section 4(2) or 4(6) thereof, or pursuant to Regulation D thereunder.

E. BLACKOUT PERIODS

1. No Access Person or Employee may execute any Personal Securities Transaction on a day during which any Fund or Managed Account has a pending "buy" or "sell" order in that same security until such order is executed or withdrawn.

2. Any purchase or sale of any Personal Security Holding by a Portfolio Manager which occurs within seven (7) calendar days (exclusive of the day of the relevant trade) from the day a Fund or Managed Account he or she manages trades in such security will be subject to Automatic Disgorgement. This seven-day blackout period also applies to any portfolio support staff member who recommends the purchase or sale of the particular security to a Fund's or managed account's Portfolio Manager.

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F. BAN ON SHORT-TERM TRADING PROFITS

Investment Personnel may not profit from the purchase and sale, or sale and purchase, of the same (or equivalent) Personal Securities Holding within sixty (60) calendar days, unless such Investment Personnel have requested and obtained an exemption from this provision from the Compliance Department with respect to a particular transaction.

G. VIOLATIONS OF THIS POLICY WILL BE SUBJECT TO AUTOMATIC DISGORGEMENT

This prohibition shall not apply to any transaction in index futures, index options, including WEB's, SPDR's or similar baskets of portfolio securities.

H. GIFTS

Investment Personnel may not receive any fee, commission, gift or other thing, or services, having a value of more than $100.00 each year from any person or entity that does business with or on behalf of the Funds or a managed account.

I. SERVICES AS A DIRECTOR

Investment Personnel may not serve on the boards of directors of publicly traded companies, unless

1. the individual serving as a director has received prior authorization from the appropriate Designated Person based upon a determination that the board service would be consistent with the interests of the Managed Accounts, the Funds and their shareholders and

2. policies and procedures have been developed and maintained by the Boards that are designed to isolate the individual from those making investment decisions (an "Ethical Wall").

J. NAKED OPTIONS

Investment Personnel are prohibited from engaging in naked options transactions. Transactions under any incentive plan sponsored by the Fund Affiliates or their affiliates are exempt from this restriction.

K. SHORT SALES

Short sales of Securities by Investment Personnel are prohibited.

L. PERMITTED EXCEPTION

Purchases and sales of the following securities are exempt from the restrictions set forth in paragraphs A, D, and E above if such purchases and sales comply with the pre-clearance requirements of paragraph B above and are:

1. Equity Securities of a company with a market capitalization in excess of $10 billion, when transactions are for 3000 shares or less, or

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2. $ 10,000 per calendar month or less, whichever is lesser.

VIII. COMPLIANCE PROCEDURES

Any person filing a required holdings or transaction report under this Article VIII may include a statement that the report will not be construed as an admission that such person has any direct or indirect beneficial ownership of any securities covered by the report. Each report shall be submitted to the Chief Compliance Officer. The Compliance Officer shall review each report received and report to the Board as required in Section X.

A. DISCLOSURE OF PERSONAL HOLDINGS

All Access Persons (other than Disinterested Directors) must disclose all Securities holdings upon commencement of employment and thereafter on an annual basis. Initial reports shall be made within 10 days of hire or within 10 days of becoming an Access Person. Annual disclosure shall be made by January 30th of each year. The initial and annual reports are required to include the TITLE, NUMBER OF SHARES AND PRINCIPAL AMOUNT OF EACH SECURITY, THE EXCHANGE TICKER SYMBOL OR CUSIP NUMBER, THE DATE OF REPORT SUBMISSION, the name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities (not limited to Securities as defined by this Code) were held for the direct or indirect benefit of the Access Person.

B. DUPLICATE TRADE CONFIRMATION STATEMENTS AND ACCOUNT STATEMENTS

All Access Persons (other than Disinterested Directors) must cause duplicate trading confirmations for all Personal Securities Transactions and copies of periodic statements for all Securities accounts to be sent to the Compliance Department. A form letter that may be used to direct brokerage firms maintaining such accounts to send duplicate trade confirmations to the Compliance Department is attached as Exhibit C-1 and Exhibit C-2.

C. QUARTERLY REPORTING

All Access Persons (except as provided below) must prepare (and report as required below) a quarterly report identifying any new accounts that were opened or any existing accounts that have been closed. This report shall contain the following information:

1. The name of the broker, dealer or bank with or through whom the new account was opened and the date on which the account was opened.

2. The name of the broker, dealer or bank with or through whom the account was closed, the account number of the closed account and the date on which the account was closed.

In addition, Quarterly Transaction Reports are required as described below:

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1) Access PERSONS AND ADVISORY REPRESENTATIVES

Except as provided below, all Access Persons and Advisory Representatives must prepare a quarterly report of all Personal Securities Transactions in Securities no later than 10 days following the end of each quarter in which such Personal Securities Transactions were effected. Rule 17j-1(d)(1) under the 1940 Act requires such reports from Access Persons and Rule 204-2 under the Advisers Act requires such reports from "advisory representatives" (as defined in Rule 204-2(a)(12) and (13)). Compliance by Access Persons and Advisory Representatives with the reporting requirements set forth herein will constitute compliance with the reporting requirements of both the 1940 Act and the Advisers Act. An Access Person who is also an Advisory Representative may satisfy this reporting requirement by providing the report to the compliance department of the Advisers. The Quarterly Transaction Reports must state:

i) the title, exchange ticker symbol or CUSIP number, the number of shares and principal amount of each Security (as well as the interest rate and maturity date, if applicable) involved;

ii) the trade date and nature of the transactions (i.e., purchase, sale, private placement, or other acquisition or disposition);

iii) the price of the Security at which each transaction was effected; and

iv) the name of the broker, dealer or bank with or through which each transaction was effected; and

v) the date the report is submitted.

2) EXCLUSIONS

Quarterly Transaction reports are not required to include any Personal Securities Transaction effected in any account over which the Access Person or Advisory Representative has no direct or indirect influence or control and has certified these facts to the Chief Compliance Officer, in a manner satisfactory to the Chief Compliance Officer, and updates this certification annually and as long as all holdings and transactions in the account are reported in accordance with the provisions of Article VIII. A. (Disclosure of Personal Holdings) and Article VIII.B. (Duplicate Trade Confirmation Statements and Account Statements) In addition the report is not required to include shares of registered open-end investment companies (except for ING Fund Shares as provided in Article IX), securities issued by the Government of the United States, bankers' acceptances, bank certificates of deposit, commercial paper, and high quality short-term debt instruments, including repurchase agreements.

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3) DISINTERESTED DIRECTORS

Disinterested Directors do not have to provide a quarterly report identifying any new accounts that were opened or any existing accounts that have been closed. However, Disinterested Directors must submit a quarterly report containing the information set forth in subsection (1) above only with respect to those transactions for which such person knew or, in the ordinary course of fulfilling his or her official duties as a Fund director/trustee, should have known that during the 15-day period immediately before or after the director/trustee's transaction in Securities that are otherwise subject to Access Person reporting requirements, a Fund or a Managed Account had purchased or sold such Securities or was actively considering the purchase or sale of such Securities. Disinterested Directors are not required to submit a report containing the information set forth in subsection (1) above with respect to purchases or sales that are non-volitional on the part of such persons, such as transactions in an account over which such person has delegated discretionary trading authority to another person.

4) ALL DIRECTORS

In addition, solely to facilitate compliance with timely Form 4 filing requirements, all Directors must submit a report of any transaction involving a Fund that is a closed-end investment company (such as the ING Prime Rate Trust or ING Senior Income Funds) on the trade date of such transaction.

D. CERTIFICATION OF COMPLIANCE WITH CODE OF ETHICS

All Access Persons and Employees will be provided with a copy of this Code upon beginning his or her appointment or employment with a Fund or Fund Affiliate, as the case may be, and any amendments thereto and must certify annually that they have read and understand this Code, and that they recognize that they are subject to the terms and provisions hereof. Further, all Access Persons including all Directors must certify by January 30th of each year that they have complied with the requirements of this Code for the prior year.

IX. TRANSACTIONS IN ING FUND SHARES

A. APPLICABILITY OF ARTICLE IX

1. The following restrictions and requirements apply to all purchases and sales of shares of ING Funds other than exchange traded closed-end funds ("ING Fund Shares") and all holdings of ING Fund Shares by Access Persons and Employees ("Covered Persons") or in which they have a beneficial ownership interest ("Covered Transactions" or "Covered Holdings"), except as provided below. Covered Transactions and Covered Holdings include transactions and holdings by any person in whose transactions or holdings the Covered Person has a Beneficial Ownership interest (as defined in Article II of the Code) ("Related Persons").

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2. These restrictions and requirements (except for the reporting requirements of Paragraph F) do not apply to purchases of ING Fund Shares through (1) an automatic dividend reinvestment plan or (2) through any other automatic investment plan, automatic payroll deduction plan where the allocation has been in effect for 30 days, or other automatic plan approved by the Chief Compliance Officer.

3. Covered Persons must provide the Chief Compliance Officer with a list of his or her Related Persons (and the name and location of the relevant account) who hold ING Fund Shares. The list shall be updated to reflect changes on a quarterly basis.

B. COMPLIANCE WITH PROSPECTUS

All Covered Transactions in ING Fund Shares must be in accordance with the policies and procedures set forth in the Prospectus and Statement of Additional Information for the relevant Fund, including but not limited to the Fund's policies and procedures relating to short term trading and forward pricing of securities.

C. TRANSACTIONS REQUIRED TO BE THROUGH DST OR THE ING PLAN

All orders for purchases of ING Fund Shares on or after May 1, 2004, and all orders for redemptions of ING Fund Shares purchased after May 1, 2004, must be placed through DST, the Funds' transfer agent, in the name of the Covered Person (or Related Person) as record owner, by communicating the purchase or redemption orders to ING Fund Services, Shareholder Servicing, except that transactions in ING Fund Shares under the ING 401(k) Plan may be made through the Plan.

1. This requirement will not prohibit exchanges among ING Funds acquired prior to May 1, 2004 and held in retirement, pension, deferred compensation and similar accounts that are required to be maintained by third party administrators ("Outside Plans"), are permitted, provided that the Covered Person informs the Chief Compliance Officer of these holdings of ING Fund Shares in the Outside Plan and cooperates with the Chief Compliance Officer in requiring the administrator for the Outside Plan to provide the Chief Compliance Officer with duplicate account statements reflecting all transactions in ING Fund Shares effected in the Plan (an Outside Plan as to which such arrangements have been made is referred to as an "Approved Outside Plan.").

2. Exchanges among ING Funds portfolios that are part of an insurance contract ("Insurance Contracts"), are permitted, provided that the Covered Person informs the Chief Compliance Officer of these holdings in the Insurance Contract and cooperates with the Chief Compliance Officer in requiring the insurance company for the Insurance Contract to provide the Chief Compliance Officer with duplicate account statements reflecting all transactions in ING Fund portfolios effected in the Insurance Contract (an Insurance Contract as to which such arrangements have been made is referred to as an "Approved Insurance Contract.").

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Retail ING Fund Shares held in accounts prior to May 1, 2004 must be transferred to DST, in the name of the Covered Person (or Related Person) as record owner, on or before May 1, 2005 (other than retail ING Fund Shares held in Approved Outside Plans). Covered Persons must cause duplicate copies of periodic statements reflecting Covered Transactions in ING Fund Shares that occur between May 1, 2004 and May 1, 2005 to be sent to the Chief Compliance Officer.

D. 30-DAY HOLDING PERIOD FOR ING FUND SHARES.

1. All Covered Persons (or Related Persons) must hold any investment in ING Fund Shares for a minimum of 30 calendar days. This provision does not apply to shares of money market funds or other funds designed to permit short term trading. The 30-day holding period is measured from the time of the most recent purchase of shares of the relevant ING Fund by the Covered Person or any of his or her Related Persons.

2. The Chief Compliance Officer may grant exceptions to the 30-day holding period Such exceptions will only include redemptions following death or permanent disability if made within one year of death or the initial determination of permanent disability, mandatory distributions from a tax-deferred retirement plan or IRA or for redemptions pursuant to an approved withdrawal plan.

3. Exceptions to the 30-day holding period granted to Investment Personnel must be reported by the Chief Compliance Officer to the relevant Fund Board on a quarterly basis.

4. Exceptions to the 30-day holding period will not relieve any sale of ING Fund Shares from the application of any redemption fee that would apply to any other investor redeeming ING Fund Shares in similar circumstances.

E. PRE-CLEARANCE OF TRANSACTIONS IN ING FUND SHARES.

1. All purchases and sales of ING Fund Shares by Covered Persons (or Related Persons) must be pre-cleared by the Chief Compliance Officer, in accordance with the procedures set forth in Article
VII.B of the Code. When granted, clearance authorizations will be effective only for that day.

2. Pre-clearance requests must be accompanied by

a. a representation of all transactions in ING Fund Shares of the Fund which is the subject of the pre-clearance by the Covered Person (or Related Person) in the previous 30 days which includes the dates for all transactions;

b. a certification by the Covered Person that he or she is not in possession of nonpublic information that, if publicly known, would likely have a material effect on the net asset value per share of the relevant Fund at the time of the trade (material for this purpose means one cent or more per share). Any questions the Covered Person may have regarding materiality should be directed to in-house legal counsel.

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3. In determining whether to grant the pre-clearance request, the Chief Compliance Officer should review the proposed trade to determine whether the trade is conformity with the Fund's policies and procedures as disclosed in the prospectus and with the restrictions of the Code, including the restrictions imposed by this Article IX.

F. REPORTING OF TRANSACTIONS IN ING FUND SHARES

1. Access Persons must report all their holdings of ING Fund Shares and all their Covered Transactions in ING Fund Shares in accordance with the procedures set forth in Article VIII of the Code, provided that Access Persons are excused from the quarterly reporting requirements of Article VIII.C as to transactions in:

a. any ING Fund Shares held by DST, the ING 401(k) Plan, an ING Insurance Company or an Approved Outside Plan or Approved Insurance Contract in the name of the Access Person or persons identified in the list referred to in Article IX.A.3., and

b. any ING Fund Shares held in any other account for which duplicate trading confirmations and copies of periodic statements reflecting holdings of any transactions of ING Fund Shares are received by the Compliance Department within 10 days following the end of each quarter.

2. For ING Fund Shares held in Approved Outside Plans or Insurance Contracts, the Chief Compliance Officer may extend the time periods for reporting upon a showing that the information is not available on the same schedule.

G. DISINTERESTED DIRECTORS /TRUSTEES/CONSULTANTS

The requirements of subsections C, D. E and F of this Section IX shall not apply to Disinterested Directors/Trustees/Consultants, except that such persons may be asked periodically to sign the certification attached as Exhibit D to certify that they have complied with this Code.

H. QUESTIONS TO CHIEF COMPLIANCE OFFICER

Covered Persons should direct any questions or doubt about how the Code of Ethics applies to a particular transaction in ING Fund Shares to the Chief Compliance Officer.

I. REVIEW BY CHIEF COMPLIANCE OFFICER

The Chief Compliance Officer or a member of his or her staff will review compliance with this Article IX and will report violations, together with the sanction imposed, to the relevant Board at its next quarterly meeting.

J. MINIMUM SANCTIONS

The minimum sanction for a violation of the provisions of this Article IX shall be disgorgement of any profit made in connection with the violation.

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X. SANCTIONS

A. GENERALLY

The Code is designed to assure compliance with applicable law and to maintain shareholder confidence in the Funds, the Advisers, and IFD. In adopting this Code, it is the intention of the Boards, the Advisers, and IFD to attempt to achieve 100% compliance with all requirements of the Code, but it is recognized that this may not be possible. Incidental failures to comply with the Code are not necessarily a violation of the law.

The Designated Person shall investigate and report all apparent violations of the Code to the Chief Compliance Officer. If the Compliance Officer determines that an Access Person has violated any provision of this Code, he or she may impose such sanctions as he or she deems appropriate, including, without limitation, one or more of the following:
warnings, periods of "probation" during which all personal investment activities (except for specifically approved liquidations of current positions), a letter of censure, suspension with or without pay, termination of employment, or Automatic Disgorgement of any profits realized on transactions in violation of this Code. Any profits realized on transactions in violation of Sections D and E of Article VII of this Code shall be subject to Automatic Disgorgement.

B. PROCEDURES

Upon discovering that a Covered Person has violated any provision of this Code, the Chief Compliance Officer shall report the violation, the corrective action taken, and any sanctions imposed to the relevant entity's board of directors/trustees. If a transaction in Securities of a Designated Person is under consideration, a senior officer of the relevant Fund or Fund Affiliate, as the case may be, shall act in all respects in the manner prescribed herein for a Designated Person.

XI MISCELLANEOUS PROVISIONS

A. RECORDS

The Funds, IFD and the Advisers shall maintain records at its principal place of business and shall make these records available to the Securities and Exchange Commission or any representative of the Commission to the extent set forth below, and may maintain such records under the conditions described in Rule 31a-2(f)(1) under the 1940:

i) a copy of this Code and any other code of ethics which is, or at any time within the past five (5) years has been, in effect; shall be preserved in an easily accessible place;

ii) a record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five (5) years following the end of the fiscal year in which the violation occurs;

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iii) a copy of reports made by Covered Persons pursuant to this Code, including reports of or information provided in lieu of these reports, and reports of transactions in ING Fund Shares that were held during the relevant period, shall be preserved for a period of not less than five (5) years from the end of the fiscal year in which the statement is provided, the first two years in an easily accessible place;

iv) a copy of each report disclosing Personal Securities Holdings and holdings of ING Fund Shares of Covered Persons, made pursuant to this Code, shall be preserved for a period of not less than five (5) years from the end of the fiscal year in which the report is made;

v) a list of all persons who are, or within the past five (5) years have been, required to pre-clear Personal Securities Transactions or transactions in ING Fund Shares or make reports disclosing Personal Securities Holdings pursuant to this Code, or who are or were responsible for reviewing these reports, and each list of Related Persons provided to the Chief Compliance Officer pursuant to Article IX.A.B and must be maintained in an easily accessible place;

vi) a record of all written acknowledgements of the receipt of the Code and any amendments for each person who is currently, or within the past five years was, a supervised person of the Advisers. Supervised persons are the Adviser's partners, officers, directors, Employees as well as other persons who provide advice on behalf of the Adviser and are subject to the Adviser's supervision and control - Section 202(a)(25).

vii) a record of any decision, and the reasons supporting the decision, to approve the acquisition of securities in an IPO or Limited Offering for at least 5 years after the end of the fiscal year in which the approval was granted.

viii) a copy of each report required by paragraph
(c)(2)(ii) of Rule 17j-1. Paragraph (c)(2)(ii) of Rule 17j-1 requires that a written report to be provided to the board of directors, no less than annually, that describes any issues arising under this Code or procedures since the last report to the board of directors, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations. Such a report must also certify that the Funds and the Advisers, as applicable, have adopted procedures reasonably necessary to prevent Covered Persons from violating the Code. A copy of such a report must be maintained for a period not less than five (5) years after the end of the fiscal year in which it is made, the first two years in an easily accessible place.

B. CONFIDENTIALITY

All pre-clearance requests pertaining to Personal Securities Transactions, reports disclosing Personal Securities Holdings, and any other information filed pursuant to this Code shall be treated as confidential, but are subject to review as provided in the Code, review by the Securities and Exchange Commission and other regulators and

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self-regulatory organizations, and such internal review as may be requested by the Board of the relevant Fund.

C. INTERPRETATION OF PROVISIONS

Each Fund's or Adviser's board of directors/trustees may from time to time adopt such interpretation of this Code as such board deems appropriate.

D. EFFECT OF VIOLATION OF THIS CODE

In adopting Rule 17j-1, the SEC specifically noted, in Investment Company Act Release No. IC-11421, that a violation of any provision of a particular code of ethics, such as this Code, would not be considered a per se unlawful act prohibited by the general anti-fraud provisions of this Rule. In adopting this Code, it is not intended that a violation of this Code necessarily is or should be considered to be a violation of Rule 17j-1.

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XII. EXHIBITS

EXHIBIT A

POLICIES AND PROCEDURES TO CONTROL THE FLOW AND USE OF MATERIAL NON-PUBLIC
INFORMATION IN CONNECTION WITH SECURITIES ACTIVITIES

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EXHIBIT B

TO CODE OF ETHICS

DESIGNATED PERSONS OF ING INVESTMENTS ABLE TO PROVIDE PRE-CLEARANCE

Lauren Bensinger - Primary AZ

Rhonda Ervin

Kathy Hinck

Meryl Brown

Maryann White

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EXHIBIT C-1

SAMPLE LETTER TO BROKERAGE FIRM (1)

TO ESTABLISH DUPLICATE CONFIRMS AND PERIODIC STATEMENTS

January 2, 1996

Merrill Lynch, Pierce, Fenner & Smith, Inc. 111 W. Ocean Blvd., 24th Floor
Long Beach, CA 90802

RE: The Brokerage Account of Account Registration

Account No. Your Account Number
AE Name of Your Registered Representative

Dear Ladies/Gentlemen:

In accordance with the policies of ING Funds Services, LLC, a financial services firm with which I have become associated, effective immediately, please forward duplicate trade confirmations and periodic statements on the above-captioned accounts as follows:

ING Funds Services, LLC
ATTN: LAUREN D.BENSINGER
VP & CHIEF COMPLIANCE OFFICER
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258

Sincerely,

Your Name

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EXHIBIT C-2

SAMPLE LETTER TO BROKERAGE FIRM (2)

Today's Date

BROKERAGE
ADDRESS
CITY, STATE ZIP

RE: The Brokerage Account of
Account Registration

Account No. Your Account Number AE Name of Your Registered Representative

Dear Ladies/Gentlemen:

In accordance with the policies of ING Funds Distributor, LLC. ("IFD"), an NASD member firm with which I have become associated, effective immediately, please forward duplicate trade confirmations and periodic statements on the above-captioned accounts as follows:

ING Funds Distributor, LLC.
ATTN: LAUREN D.BENSINGER, CHIEF COMPLIANCE OFFICER
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258

IFD's Chief Compliance Officer has also signed below indicating her approval of my opening a cash or margin account with your firm. (407 Letter)

Sincerely,

(Registered Representative's Signature)
Registered Representative's Name

(Lauren's Signature)
Lauren D. Bensinger
V.P & Chief Compliance Officer

Code of Ethics Effective Xxx 00, 200X

EXHIBIT D

[ANNUAL CERTIFICATION BY ALL ACCESS PERSONS AND DIRECTORS]

Code of Ethics Effective Xxx 00, 200X

EXHIBIT E

INITIAL CERTIFICATION OF CODE OF ETHICS

I am fully familiar with the effective code of ethics as adopted by each of the ING Funds, ING Investments, LLC, and ING Funds Distributor, LLC and will comply with such code at all times during the forthcoming calendar year.

Name (print):   ______________________________________

Signature:      ______________________________________

Date:           ______________________________________

EXHIBIT E

Code of Ethics Effective Xxx 00, 200X

CERTIFICATION REGARDING EXEMPTION FROM CERTAIN REPORTING
REQUIREMENTS OF THE ING CODE OF ETHICS

Name:_____________________________

Position/Department:_______________

Article VI.A. of the ING Code of Ethics exempts transactions in "any account over which an Access Person has no direct or indirect influence or control" from the provisions regarding Restrictions on Personal Investing Activities in Article VII of the Code. Article VIII.C.2. provides an exemption from quarterly transaction reporting requirements for such accounts.

To take advantage of the exemptions provided above, I hereby certify as follows:

1. I have no direct or indirect influence or control over any transaction effected in the following account(s):

2. I have attached accurate, full, and complete copies of all documents establishing the account(s) listed above, including any instructions or investment guidelines.

Code of Ethics Effective Xxx 00, 200X

3. I will not communicate directly or indirectly with anyone who exercises discretion to effect transactions in the account(s), other than (a) the receipt of quarterly and annual account statements, (b) amendments to the account documentation, including to the investment guidelines (which amendments will promptly be provided to the Chief Compliance Officer), or (c) communications relating to ministerial non-investment-related matters.

4. I understand that in order to take advantage of these exemptions, I am still required to comply with the provisions of Article VIII.A. (Disclosure of Personal Holdings) and Article VIII.B. (Duplicate Trade Confirmation Statements and Account Statements) with respect to all holdings and transactions in these accounts.

5. I will provide such additional documents or information as the Chief Compliance Officer shall request.

Signature:______________________________________ Date:__________________