As filed with the Securities and Exchange Commission on April 29, 2010

Investment Company Act File No. 811-9477

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

		Registration Statement Under The Investment Company Act Of 1940		x

		Amendment No. 36		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

Huey P. Falgout, Jr.
ING Investments, LLC
7337 E. Doubletree Ranch Road
Scottsdale, AZ 85258
(Name and Address of Agent for Service)

With copies to:
Jeffrey S. Puretz, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, DC 20006

ING VARIABLE INSURANCE TRUST

(“Registrant”)

Contents of Registration Statement

This Registration Statement consists of the following papers and documents:

· Cover Sheet

· Contents of Registration Statement

· Explanatory Note

· Registrant’s ING GET U.S. Core Portfolio Series 5 — 14 Prospectus dated April 30, 2010

· Statement of Additional Information for the Registrant’s ING GET U.S. Core Portfolio Series 5 — 14 dated April 30 , 2010

· Part C

· Signature Page

EXPLANTORY NOTE

This Registration Statement has been filed by ING Variable Insurance Trust (the “Registrant”) on behalf of ING GET U.S. Core Portfolio Series 5 - Series 14, each a series of the Registrant (each a “Portfolio”), pursuant to Section 8(b) of the Investment Company Act of 1940, as amended. However, shares of each Portfolio are not currently being offered for sale within the meaning of Section 5 of the Securities Act of 1933 (the “1933 Act”). As a result, no amendment to the Portfolios’ Registration Statement under the 1933 Act is being made.

Prospectus	April 30, 2010

ING GET U.S. Core Portfolio Series 5/ IGUGX

Series 6/ IGUHX

Series 7/ IGUIX

Series 8/ IGUJX

Series 9/ IGUKX

Series 10/ IGUBX

Series 11/ IGUCX

Series 12/ IGULX

Series 13/ IGUMX

Series 14/ IGFNX

(each a “Portfolio” and collectively the “Portfolios”)

Shares of each Portfolio are not currently being offered.

Each Portfolio’s shares were offered to insurance company separate accounts serving as investment options under variable annuity contracts and variable life insurance policies (“Variable Contracts”), qualified pension and retirement plans (“Qualified Plans”), custodial accounts, and certain investment advisers and their affiliates in connection with the creation or management of the Portfolios, other investment companies, and other pemitted investors.
NOT ALL PORTFOLIOS MAY BE AVAILABLE IN ALL JURISDICTIONS, UNDER ALL VARIABLE CONTRACTS OR UNDER ALL QUALIFIED PLANS.
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.

E-Delivery Sign-up - details inside
INVESTMENTS

Table Of Contents


SUMMARY SECTION
ING GET U.S. Core Portfolio Series 5	1
ING GET U.S. Core Portfolio Series 6	4
ING GET U.S. Core Portfolio Series 7	7
ING GET U.S. Core Portfolio Series 8	10
ING GET U.S. Core Portfolio Series 9	13
ING GET U.S. Core Portfolio Series 10	16
ING GET U.S. Core Portfolio Series 11	19
ING GET U.S. Core Portfolio Series 12	22
ING GET U.S. Core Portfolio Series 13	25
ING GET U.S. Core Portfolio Series 14	28
KEY PORTFOLIO INFORMATION	31
Fundamental Policies	31
Portfolio Diversification	31
Investor Diversification	31
Temporary Defensive Strategies	31
Percentage and Rating Limitations	31
Investment Not Guaranteed	31
Shareholder Reports	31
MORE INFORMATION ABOUT THE PORTFOLIOS	32
Additional Information About The Investment Objectives	32
Asset Allocation Process	32
Additional Information About the Portfolios’ Risks	33
PORTFOLIO HOLDINGS INFORMATION	37
MANAGEMENT OF THE PORTFOLIOS	38
The Investment Adviser	38
The Sub-Adviser and Portfolio Managers	38
The Administrator	39
The Distributor	39
HOW SHARES ARE PRICED	40
HOW TO BUY AND SELL SHARES	41
Distribution Plan	41
FREQUENT TRADING - MARKET TIMING	42
PAYMENTS TO FINANCIAL INTERMEDIARIES	43
DIVIDENDS, DISTRIBUTIONS AND TAXES	44
TO OBTAIN MORE INFORMATION	Backcover

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ING GET U.S. Core Portfolio Series 5

INVESTMENT OBJECTIVE

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

PRINCIPAL INVESTMENT STRATEGIES

The Portfolio invests at least 80% of its net assets in equities and fixed-income securities issued by U.S. companies or the U.S. government or its agencies. The Portfolio will provide 60 days’ prior written notice of any change in this investment strategy. The Portfolio will not implement an investment strategy in any conventional sense. Rather, the Portfolio’s asset allocation strategy seeks to optimize the exposure to the Equity Component (defined below) while protecting Portfolio 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 (defined below). The Portfolio allocates its assets among the following asset classes:

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The Portfolio’s 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 controlling 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 to any investment returns generated by the Portfolio.

As described above, the Portfolio has both an Offering Period and a Guarantee Period. The only time investors could invest in the Portfolio was during its Offering Period. During the Offering Period, all assets of the Portfolio were invested exclusively in short-term instruments. Once the Offering Period terminated, the Guarantee Period began. During the Guarantee Period all assets are invested in accordance with the investment objective and principal investment strategies described herein. The insurance company offering a Variable Contract with an option to allocate premiums to the Portfolio 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 Portfolio 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 Portfolio 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 Portfolio will rise and fall in value and you could lose money by investing in the Portfolio if you redeem shares prior to the Maturity Date.

The three period phases for Series 5 are:

Offering Period	Guarantee Period	Maturity Date
06/11/04-09/09/04	09/10/04-09/09/11	09/10/11

PRINCIPAL RISKS

You could lose money on an investment in the Portfolio. Any of the following risks, among others, could affect Portfolio performance or cause the Portfolio to lose money or to underperform market averages of other funds.

Asset Allocation The success of the Portfolio’s strategy depends on the Sub-Adviser’s skill in allocating Portfolio assets between equity securities and debt instruments and in choosing investments within those categories. There is a risk that the Portfolio may allocate assets to an asset class that underperforms other asset classes.

Company The price of a given company’s stock could decline or underperform for many reasons including, among others, poor management, financial problems, or business challenges. If a company declares bankruptcy or becomes insolvent, its stock could become worthless.

Credit Prices of bonds and other debt securities can fall if the issuer’s actual or perceived financial health deteriorates, whether because of broad economic or issuer-specific reasons. In severe cases, the issuer could be late in paying interest or principal, or could fail to pay altogether.

Derivative Instruments Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit risk with respect to the counterparty, risk of loss due to changes in interest rates and

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Interest Rate With bonds and other debt securities, a rise in interest rates generally causes values to fall. Falling interest rates will cause the income of bonds and other debt securities to decline over time. The higher the credit quality of the security, and the longer its maturity or duration, the more sensitive it is likely to be to interest rate risk.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

Liquidity If a security is illiquid, the Portfolio might be unable to sell the security at a time when the Portfolio’s sub-adviser might wish to sell, and the security could have the effect of decreasing the overall level of the Portfolio’s liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, which could vary from the amount the Portfolio could realize upon disposition. The Portfolio may make investments that become less liquid in response to market developments or adverse investor perception. The Portfolio could lose money if it cannot sell a security at the time and price that would be most beneficial to the Portfolio.

Market Stock prices are volatile and are affected by the real or perceived impacts of such factors as economic conditions and political events. The stock market tends to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. Any given stock market segment may remain out of favor with investors for a short or long period of time, and stocks as an asset class may underperform bonds or other asset classes during some periods.

Market Capitalization Stocks fall into three broad market capitalization categories - large, mid and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. If valuations of large-capitalization companies appear to be greatly out of proportion to the valuations of mid- or small-capitalization companies, investors may migrate to the stock of mid- and small-sized companies causing the Portfolio that invests in these companies to increase in value more rapidly than a fund that invests in larger, fully-valued companies. Investing in mid- and small-capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, and a more limited trading market for their stock as compared with larger companies. As a result, stock of mid- and small-capitalization companies may decline significantly in market downturns.

Opportunity Costs There are significant opportunity costs associated with an investment in the Portfolio. The Portfolio may allocate a substantial portion, and under certain circumstances all, of the Portfolio’s assets to the Fixed Component in order to reduce the risk of market loss, which will conserve Portfolio 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 Portfolio’s assets. If the market value of the Equity Component rises, the percentage of the Portfolio’s 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 Portfolio, will affect these allocations. For example, if the Portfolio incurs early losses, the Portfolio may allocate 100% of the Portfolio’s 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 Portfolio participates in upward movements in the Equity Component during the Guarantee Period will depend on the performance of the Portfolio, the performance and volatility of the Fixed and Equity Components, interest rates, expenses of the Portfolio and the separate account under the variable annuity contract, and other factors. The Portfolio 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.

The opportunity cost of not allocating assets to the Equity Component will be particularly high if early in the Guarantee Period: (a) the Portfolio’s net asset value decreases; or (b) the value of the Equity Component declines. In either case, all or substantially all, of the Portfolio’s assets could be allocated to the Fixed Component for the remainder of the Guarantee Period.

Other Investment Companies The main risk of investing in other investment companies, including exchange-traded funds, is the risk that the value of the securities underlying an investment company might decrease. Because the Portfolio may invest in other investment companies, you will pay a proportionate share of the expenses of that other investment company (including management fees, administration fees and custodial fees) in addition to the expenses of the Portfolio.

U.S. Government Securities and Obligations U.S. government securities are obligations of, or guaranteed by, the U.S. government, its agencies or government-sponsored enterprises. U.S. government securities are subject to market and interest rate risk, and may be subject to varying degrees of credit risk.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 5

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Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

Shares of the Portfolio could only be purchased during the offering period. Shares of the Portfolio were not offered directly to the public. Purchase and sale of shares were only offered to separate accounts of insurance companies serving as investment options under Variable Contracts or by Qualified Plans, custodian accounts, and certain investment advisers and their affiliates, other investment companies, or permitted investors. Please refer to the prospectus for the appropriate insurance company separate account, investment company, or your plan documents for information on how to direct investments in, or sale from, an investment option corresponding to the Portfolio and any fees that may apply. Participating insurance companies and certain other designated organizations are authorized to receive purchase orders on the Portfolio’s behalf.

TAX INFORMATION

Distributions made by the Portfolio to a Variable Contract or Qualified Plan, and exchanges and redemptions of Portfolio shares made by a Variable Contract or Qualified Plan, ordinarily do not cause the corresponding contract holder or plan participant to recognize income or gain for federal income tax purposes. See the accompanying contract prospectus or the governing documents of your Qualified Plan for information regarding the federal income tax treatment of the distributions to your Variable Contract or Qualified Plan and the holders of the contracts or plan participants.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you invested in the Portfolio through a Variable Contract issued by an insurance company or through a Qualified Plan that, in turn, was purchased or serviced through an insurance company, broker-dealer or other financial intermediary, the Portfolio and its adviser or distributor or their affiliates may: (1) make payments to the insurance company issuer of the Variable Contract or to the company servicing the Qualified Plan; and (2) make payments to the insurance company, broker-dealer or other financial intermediary. These payments may create a conflict of interest by: (1) influencing the insurance company or the company servicing the Qualified Plan to make the Portfolio available as an investment option for the Variable Contract or the Qualified Plan; or (2) by influencing the broker-dealer or other intermediary and your salesperson to recommend the Variable Contract or the pension servicing agent and/or the Portfolio over other options. Ask your salesperson or Qualified Plan administrator or visit your financial intermediary’s website for more information.

ING GET U.S. Core Portfolio Series 5

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ING GET U.S. Core Portfolio Series 6

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 6 are:

Offering Period	Guarantee Period	Maturity Date
09/10/04-12/09/04	12/10/04-12/09/11	12/10/11

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 6

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Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 6

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ING GET U.S. Core Portfolio Series 7

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 7 are:

Offering Period	Guarantee Period	Maturity Date
12/10/04-03/08/05	03/09/05-03/08/12	03/09/12

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 7

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Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 7

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ING GET U.S. Core Portfolio Series 8

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 8 are:

Offering Period	Guarantee Period	Maturity Date
03/09/05-06/07/05	06/08/05-06/07/12	06/07/12

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 8

Table Of Contents

Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 8

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ING GET U.S. Core Portfolio Series 9

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 9 are:

Offering Period	Guarantee Period	Maturity Date
06/08/05-09/06/05	09/07/05-09/06/12	09/06/12

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 9

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Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 9

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ING GET U.S. Core Portfolio Series 10

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 10 are:

Offering Period	Guarantee Period	Maturity Date
09/07/05-12/05/05	12/06/05-12/05/12	12/05/12

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 10

Table Of Contents

Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 10

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ING GET U.S. Core Portfolio Series 11

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 11 are:

Offering Period	Guarantee Period	Maturity Date
12/06/05-03/01/06	03/02/06-02/28/13	02/28/13

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 11

Table Of Contents

Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 11

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ING GET U.S. Core Portfolio Series 12

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 12 are:

Offering Period	Guarantee Period	Maturity Date
03/02/06-06/21/06	06/22/06-06/20/13	06/20/13

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 12

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Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 12

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ING GET U.S. Core Portfolio Series 13

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 13 are:

Offering Period	Guarantee Period	Maturity Date
06/22/06-12/20/06	12/21/06-12/19/13	12/19/13

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 13

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Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 13

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ING GET U.S. Core Portfolio Series 14

INVESTMENT OBJECTIVE

PRINCIPAL INVESTMENT STRATEGIES

During the Offering Period, the Portfolio’s assets were invested in short-term instruments.

During the Guarantee Period, the Portfolio’s assets are allocated between:

Equity Component, consisting of common stocks included in the S&P 500 ^® Index (“Index”), futures contracts on the Index and, when the Equity Component’s market value is $5 million or less, investments in exchange-traded funds that can reasonably be expected to have at least a 95% correlation ratio with the Index, in futures, or in a combination of Index futures and exchange-traded funds, to the extent permitted under the Investment Company Act of 1940 (“1940 Act”) and the rules, regulations, and exemptive orders thereunder (“Equity Component”);
Fixed Component, consisting primarily of short- to intermediate-duration U.S. government securities (“Fixed Component”).

The three period phases for Series 14 are:

Offering Period	Guarantee Period	Maturity Date
12/21/06-06/20/07	06/21/07-06/19/14	06/19/14

PRINCIPAL RISKS

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liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Portfolio and reduce its returns.

Investment Model The Sub-Adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors.

An investment in the Portfolio is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

PORTFOLIO MANAGEMENT

Investment Adviser	Sub-Adviser
ING Investments, LLC	ING Investment Management Co.

ING GET U.S. Core Portfolio Series 14

Table Of Contents

Portfolio Managers
Asset Allocation	Paul Zemsky, CFA
	Portfolio Manager (since 4/07)
Equity Component	Vincent Costa
	Portfolio Manager (since 1/09)
Fixed Component	Christine Hurtsellers
	Portfolio Manager (since 1/09)
	Michael Hyman
	Portfolio Manager (since 1/09)

PURCHASE AND SALE OF PORTFOLIO SHARES

TAX INFORMATION

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

ING GET U.S. Core Portfolio Series 14

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KEY PORTFOLIO INFORMATION

This Prospectus contains information about certain funds within the ING Funds family and is designed to provide you with important information to help you with your investment decisions. Please read it carefully and keep it for future reference.

The Statement of Additional Information (“SAI”) is incorporated by reference into (legally made a part of) this Prospectus. It identifies investment restrictions, more detailed risk descriptions, a description of how the bond rating system works and other information that may be helpful to you in your decision to invest. You may obtain a copy, without charge, from the Portfolios.

Other ING Funds may also be offered to the public that have similar names, investment objectives and principal investment strategies as those of the Portfolios. You should be aware that a Portfolio is likely to differ from these other ING Funds in size and cash flow pattern. Accordingly, the performance of a Portfolio can be expected to vary from those of other ING Funds.

Each of the Portfolios is a series of ING Variable Insurance Trust (“Trust”), a Delaware statutory trust. Each Portfolio is managed by ING Investments, LLC (“ING Investments” or “Adviser”).

Fundamental Policies

Fundamental investment policies contained in the SAI may not be changed without shareholder approval. The Board of Trustees (“Board”) and/or the Adviser may change any other policies and investment strategies.

Portfolio Diversification

Each Portfolio is diversified, as defined in the 1940 Act. A diversified fund may not, as to 75% of its total assets, invest more than 5% of its total assets in any one issuer and may not purchase more than 10% of the outstanding voting securities of any one issuer (other than U.S. government securities). A non-diversified fund is not limited by the 1940 Act in the proportion of its assets that it may invest in the obligations of a single issuer.

Investor Diversification

Although each Portfolio is designed to serve as a diversified investment portfolio of securities, no single mutual fund can provide an appropriate investment program for all investors. You should evaluate each Portfolio in the context of your personal financial situation, investment objectives and other investments.

Temporary Defensive Strategies

When the Adviser or Sub-Adviser (if applicable) to a Portfolio anticipates unusual market or other conditions, the Portfolio may temporarily depart from its principal investment strategies as a defensive measure. In such circumstances, that Portfolio may invest in securities believed to present less risk, such as cash, cash equivalents, money market fund shares and other money market instruments, debt securities that are high quality or higher quality than normal, more liquid securities, or others. While a Portfolio invests defensively, it may not achieve its investment objective. A Portfolio’s defensive investment position may not be effective in protecting its value. It is impossible to predict accurately how long such alternative strategies may be utilized. The types of defensive positions in which a Portfolio may engage are identified and discussed in the SAI.

Percentage and Rating Limitations

The percentage and rating limitations on Portfolio investments listed in this Prospectus apply at the time of investment.

Investment Not Guaranteed

Please note your investment is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

Shareholder Reports

Each Portfolio’s fiscal year ends December 31. Each Portfolio will send financial statements to its shareholders at least semi-annually. An annual shareholder report containing financial statements audited by an independent registered public accounting firm will be sent to shareholders every year.

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MORE INFORMATION ABOUT THE PORTFOLIOS

Additional Information About The Investment Objectives

Each Portfolio’s investment objective is fundamental and may be changed by a vote of the Portfolio’s Board, only with shareholder approval. A Portfolio will provide 60 days’ prior written notice of any change in the fundamental investment objective. There is no guarantee the Portfolios will achieve their respective investment objective.

Asset Allocation Process

The sub-adviser to each Portfolio 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 for each Portfolio. The model evaluates a number of factors, including the then current market value of each Portfolio, the then prevailing level of interest rates, equity market volatility, the Portfolio’s 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, each Portfolio defined a “material decline” in value as a decline in value of the Equity Component of at least 20% but no more than 30%. If a Portfolio defined the material decline at 20%, more assets will likely be allocated to the Equity Component than if the material decline was defined at 30%. In addition, if a material decline was 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 of each Portfolio will be managed by the sub-adviser, subject to oversight by the 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 (“Index”), although the weightings of the stocks will vary somewhat from their respective weightings in the Index, as described below. The S&P 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.

The sub-adviser manages the Equity Component by overweighting those stocks that it believes will outperform the Index and underweighting (or avoiding altogether) those stocks that it believes will underperform the Index (“enhanced index strategy”). Stocks that the sub-adviser believes are likely to match the performance of the 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. Although the Equity Component will not hold all of the stocks in the Index, the sub-adviser expects that there will be a close correlation between the performance of the Equity Component and that of the Index in both rising and falling markets. In the event of a reallocation of 100% of the Equity Component’s assets to the Fixed Component, the Portfolio would not subsequently reallocate any assets into the Equity Component prior to the Maturity Date.

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, each Portfolio may only invest in futures contracts on the Index and futures contracts on U.S. Treasury securities.

In the event that the market value of a Portfolio’s Equity Component is $5 Million or less, the sub-adviser may invest the entire amount of the Equity Component’s assets in Index futures, in exchange-traded funds (“ETFs”), or in a combination of Index futures and ETFs, subject to any limitation on the Portfolio’s Investments in such securities and subject to restrictions imposed by the Investment Company Act of 1940, as amended, (the “1940 Act”). The sub-adviser may utilize this approach in order to maintain a close correlation between the performance of the Equity Component and that of the Index. 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.

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MORE INFORMATION ABOUT THE PORTFOLIOS (continued) Fixed Component. The Fixed Component of each Portfolio will be managed by the sub-adviser, subject to oversight by ING Investments. 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. or Standard & Poor’s Ratings Services, respectively, and corporate obligations which are rated at the time of purchase A- or higher. The Fixed Component may also include U.S. Treasury futures and money market instruments. Each Portfolio may also invest in other investment companies to the extent permitted under the 1940 Act.

Impact of Annuity Charges and Other Expenses. Contract-holders and Participants with interests in a Portfolio 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 each Portfolio 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 a Portfolio 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.

Additional Information About the Portfolios’ Risks

All mutual funds involve risk — some more than others — and there is always the chance that you could lose money or not earn as much as you hope. A Portfolio’s risk profile is largely a factor of the principal securities in which it invests and investment techniques that it uses. Below is a discussion of the risks associated with certain of the types of securities in which the Portfolios may invest and certain of the investment practices that the Portfolios may use. For more information about these and other types of securities and investment techniques that may be used by the Portfolios, see the SAI.

Many of the investment techniques and strategies discussed in this Prospectus and in the SAI are discretionary which means that the Adviser can decide whether to use them. The Portfolios may invest in these securities or use these techniques as part of the Portfolios’ principal investment strategies. However, the Adviser may also use these investment techniques or make investments in securities that are not a part of the Portfolios’ principal investment strategies.

The discussions below expand on the risks included in a Portfolio’s summary section of the Prospectus. Please see the SAI for a further discussion of the principal and other investment strategies employed by each Portfolio.

Asset Allocation. The success of a portfolio’s strategy depends on the sub-adviser’s skill in allocating portfolio assets between equity securities and debt instruments and in choosing investments within those categories. There is a risk that a portfolio may allocate assets to an asset class that underperforms other asset classes.

If at the inception of, or any time during, the Guarantee Period interest rates are low, a portfolio’s 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 a portfolio 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 portfolio’s 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, a portfolio would not subsequently reallocate any assets into the Equity Component prior to the Maturity Date. Use of the Fixed Component reduces the portfolio’s 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.

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MORE INFORMATION ABOUT THE PORTFOLIOS (continued) Active Asset Allocation May Underperform Static Strategies. An active asset allocation strategy 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 a portfolio.

Company. The price of a given company’s stock could decline or underperform for many reasons including, among others, poor management, financial problems, or business challenges. If a company declares bankruptcy or becomes insolvent, its stock could become worthless.

Credit. Prices of bonds and other debt securities can fall if the issuer’s actual or perceived financial health deteriorates, whether because of broad economic or issuer-specific reasons. In severe cases, the issuer could be late in paying interest or principal, or could fail to pay altogether.

Derivative Instruments. Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit risk with respect to the counterparty, risk of loss due to changes in interest rates and liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of a portfolio and reduce its returns. Generally, derivatives are sophisticated financial instruments whose performance is derived, at least in part, from the performance of an underlying asset or assets. Derivatives include, among other things, swap agreements, options, forwards and futures. The investment of a portfolio’s assets required to purchase certain derivatives may be small relative to the magnitude of exposure assumed by the portfolio; therefore, the purchase of certain derivatives may have an economic leveraging effect on the portfolio; thus exaggerating any increase or decrease in the net asset value of the portfolio. Investments in derivatives are generally negotiated over-the-counter with a single counterparty and as a result are subject to credit risks related to the counterparty’s ability to perform its obligations and further that any deterioration in the counterparty’s creditworthiness could adversely affect the value of the derivative. In addition, derivatives and their underlying securities may experience periods of illiquidity which could cause a portfolio to hold a security it might otherwise sell, or to sell a security it otherwise might hold at inopportune times or for prices that do not reflect current market value. A portfolio’s adviser or sub-adviser might imperfectly judge the direction of the market. For instance, if a derivative is used as a hedge to offset investment risk in another security, the hedge might not correlate to the market’s movements and may have unexpected or undesired results such as a loss or a reduction in gains to a portfolio.

Interest Rate. With bonds and other debt securities, a rise in interest rates generally causes values to fall. Falling interest rates will cause the income of bonds and other debt securities to decline over time. The higher the credit quality of the security, and the longer its maturity or duration, the more sensitive it is likely to be to interest rate risk.

Investment Model. The sub-adviser’s proprietary model may not adequately allow for existing or unforeseen market factors or the interplay between such factors. The proprietary models used by a sub-adviser to evaluate securities or securities markets are based on the sub-adviser’s understanding of the interplay of market factors and do not assure successful investment. The markets, or the price of individual securities, may be affected by factors not foreseen in developing the models.

Liquidity. If a security is illiquid, the adviser or sub-adviser might be unable to sell the security at a time when a portfolio’s sub-adviser might wish to sell, and the security could have the effect of decreasing the overall level of the portfolio’s liquidity. Further, the lack of an established secondary market may make it more difficult to value illiquid securities, which could vary from the amount a portfolio could realize upon disposition. A portfolio may make investments that become less liquid in response to market developments or adverse investor perception. A portfolio could lose money if it cannot sell a security at the time and price that would be most beneficial to the portfolio.

Market. Stock prices are volatile and are affected by the real or perceived impacts of such factors as economic conditions and political events. The stock market tends to be cyclical, with periods when stock prices generally rise and periods when stock prices generally decline. Any given stock market segment may remain out of favor with investors for a short or long period of time, and stocks as an asset class may underperform bonds or other asset classes during some periods.

Market Capitalization. Stocks fall into three broad market capitalization categories - large, mid and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. If valuations of large-capitalization companies appear to be greatly out of proportion to the valuations of mid- or small-capitalization companies, investors may migrate to the stock of mid- and small-sized companies causing a portfolio that invests in these companies to increase in value more rapidly than a fund that invests in larger, fully-valued companies.

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MORE INFORMATION ABOUT THE PORTFOLIOS (continued) Investing in mid- and small-capitalization companies may be subject to special risks associated with narrower product lines, more limited financial resources, smaller management groups, and a more limited trading market for their stock as compared with larger companies. As a result, stock of mid- and small-capitalization companies may decline significantly in market downturns.

Opportunity Costs. There are significant opportunity costs associated with an investment in a portfolio. A portfolio may allocate a substantial portion, and under certain circumstances all, of the portfolio’s assets to the Fixed Component in order to reduce the risk of market loss, which will conserve portfolio 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 a portfolio’s assets. If the market value of the Equity Component rises, the percentage of a portfolio’s 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 a portfolio will affect these allocations. For example, if a portfolio incurs early losses, the portfolio may allocate 100% of the portfolio’s 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 a portfolio participates in upward movements in the Equity Component during the Guarantee Period will depend on the performance of the portfolio, the performance and volatility of the Fixed and Equity Components, interest rates, expenses of the portfolio and the separate account under the variable annuity contract, and other factors. A portfolio might capture a material portion, very little or none of any Equity Component increase.

The opportunity cost of not allocating assets to the Equity Component will be particularly high if early in the Guarantee Period: (a) a portfolio’s net asset value decreases; or (b) the value of the Equity Component declines. In either case, all or substantially all of a portfolio’s assets could be allocated to the Fixed Component for the remainder of the Guarantee Period.

Other Investment Companies. The main risk of investing in other investment companies, including exchange-traded funds, is the risk that the value of the securities underlying an investment company might decrease. Because a portfolio may invest in other investment companies, you will pay a proportionate share of the expenses of that other investment company (including management fees, administration fees and custodial fees) in addition to the expenses of the portfolio.

Other investment companies include exchange-traded funds (“ETFs”) and Holding Company Depositary Receipts (“HOLDRs”), among others. ETFs are exchange-traded investment companies that are, in many cases, designed to provide investment results corresponding to an equity index. The main risk of investing in other investment companies is that the value of the underlying securities held by the investment company might decrease. The value of the underlying securities can fluctuate in response to activities of individual companies or in response to general market and/or economic conditions. Additional risks of investments in ETFs include: (i) the market price of an ETF’s shares may trade at a discount to its net asset value; (ii) an active trading market for an ETF’s shares may not develop or be maintained; or (iii) trading may be halted if the listing exchanges’ officials deem such action appropriate, the shares are delisted from the exchange, or the activation of market-wide “circuit breakers” (which are tied to large decreases in stock prices) halts trading generally. Because HOLDRs concentrate in the stock of a particular industry, trends in that industry may have a dramatic impact on their value.

To seek to achieve a return on uninvested cash or for other reasons, a portfolio may invest its assets in ING Institutional Prime Money Market Fund and/or one or more other money market funds advised by ING affiliates (“ING Money Market Funds”). A portfolio’s purchase of shares of an ING Money Market Fund will result in the portfolio paying a proportionate share of the expenses of the ING Money Market Fund. A portfolio’s adviser will waive its fee in an amount equal to the advisory fee received by the adviser of the ING Money Market Fund in which the portfolio invests resulting from the portfolio’s investment into the ING Money Market Fund.

U.S. Government Securities and Obligations. U.S. government securities are obligations of, or guaranteed by, the U.S. government, its agencies or government-sponsored enterprises. U.S. government securities are subject to market and interest rate risk, and may be subject to varying degrees of credit risk. Some U.S. government securities are backed by the full faith and credit of the U.S. government and are guaranteed as to both principal and interest by the U.S. Treasury. These include direct obligations of the U.S. Treasury such as U.S. Treasury notes, bills and bonds, as well as indirect obligations

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MORE INFORMATION ABOUT THE PORTFOLIOS (continued) including certain securities of the Government National Mortgage Association, the Small Business Administration and the Farmers Home Administration, among others. Other U.S. government securities are not direct obligations of the U.S. Treasury, but rather are backed by the ability to borrow directly from the U.S. Treasury, including certain securities of the Federal Financing Bank, the Federal Home Loan Bank and the U.S. Postal Service. Still other agencies and instrumentalities are supported solely by the credit of the agency or instrumentality itself and are neither guaranteed nor insured by the U.S. government. These include securities issued by the Federal Home Loan Bank, the Federal Home Loan Mortgage Corporation and the Federal Farm Credit Bank, among others. Consequently, the investor must look principally to the agency issuing or guaranteeing the obligation for ultimate repayment. No assurance can be given that the U.S. government would provide financial support to such agencies if it is not obligated to do so by law. U.S. government securities may be subject to varying degrees of credit risk and all U.S. government securities may be subject to price declines due to changing interest rates. Securities directly supported by the full faith and credit of the U.S. government have less credit risk.

The discussion below includes risks that are not described in the Portfolio’s summary but which, nevertheless, are a risk to the Portfolio.

Counterparty. The entity with whom a portfolio conducts portfolio-related business (such as trading or securities lending), or that underwrites, distributes or guarantees investments or agreements that the portfolio owns or is otherwise exposed to, may refuse or may become unable to honor its obligations under the terms of a transaction or agreement. As a result, that portfolio may sustain losses and be less likely to achieve its investment objective. These risks may be greater when engaging in over-the-counter transactions.

Duration. One measure of risk for fixed-income securities is duration. Duration measures the sensitivity of a bond’s price to interest rate movements and is one of the tools used by a portfolio manager in selection of fixed-income securities. Historically, the maturity of a bond was also used as a proxy for the sensitivity of a bond’s price to changes in interest rates, otherwise known as a bond’s interest rate risk or volatility. According to this measure, the longer the maturity of a bond, the more its price will change for a given change in market interest rates. However, this method ignores the amount and timing of all cash flows from the bond prior to final maturity. Duration is a measure of average life of a bond on a present value basis which was developed to incorporate a bond’s yield, coupons, final maturity and call features into one measure. For point of reference, the duration of a noncallable 7% coupon bond with a remaining maturity of 5 years is approximately 4.5 years and the duration of a noncallable 7% coupon bond with a remaining maturity of 10 years is approximately 8 years. Material changes in interest rates may impact the duration calculation.

Increase in Expenses. Your actual cost of investing in a portfolio may be higher or lower than the expenses shown in the portfolio’s “Annual Portfolio Operating Expenses” for a variety of reasons. For example, expense ratios may be higher than those shown if the portfolio’s assets decrease. The portfolio’s assets may decrease and portfolio expense ratios increase for many reasons, including volatility in the portfolio’s net asset value caused by volatility in the secondary markets for assets in which the portfolio invests.

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PORTFOLIO HOLDINGS INFORMATION

Portfolio Holdings Information

A description of the policies and procedures with respect to the disclosure of each Portfolio’s portfolio securities is available in the SAI. Each Portfolio posts its portfolio holdings schedule on the ING Funds’ website on a calendar-quarter basis. The portfolio holdings schedule is available on the ING Funds’ website 30 calendar days following the end of the previous calendar quarter. The portfolio holdings schedule is as of the last day of the preceding calendar quarter (e.g., each Portfolio will post the quarter-ending June 30 holdings on July 31). Each Portfolio may also post its complete or partial portfolio holdings on its website as of a specified date.

Each Portfolio’s portfolio holdings schedule will, at a minimum, remain available on the ING Funds’ website until a Portfolio files a Form N-CSR or Form N-Q with the SEC for the period that includes the date as of which the website information is current.

The ING Funds’ website is located at www.ingfunds.com.

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MANAGEMENT OF THE PORTFOLIOS

The Investment Adviser

ING Investments, an Arizona limited liability company, serves as the investment adviser to the Portfolios. ING Investments has overall responsibility for the management of the Portfolios. ING Investments oversees all investment advisory and portfolio management services for the Portfolios.

ING Investments is registered with the SEC as an investment adviser. ING Investments is an indirect, wholly-owned subsidiary of ING Groep N.V. (“ING Groep”)(NYSE:ING). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 125,000 people, ING Groep comprises a broad spectrum of prominent companies that increasingly serve their clients under the ING brand. ING Investments became an investment management firm in April 1995.

ING Groep has adopted a formal restructuring plan that was approved by the European Commission in November 2009 under which the ING life insurance businesses, including the retirement services and investment management businesses, which include the Adviser and its affiliates, would be divested by ING Groep by the end of 2013. While there can be no assurance that it will be carried out, the restructuring plan presents certain risks, including uncertainty about the effect on the businesses of the ING entities that service the Portfolios and potential termination of the Portfolios’ existing advisory agreements, which may trigger the need for shareholder approval of new agreements.

ING Investments’ principal office is located at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258. As of December 31, 2009, ING Investments managed approximately $46.5 billion in assets.

The Adviser receives an annual fee for its services based on average daily net assets of each Series at the rate of 0.25% during the Offering Period and 0.60% during the Guarantee Period.

The Adviser is responsible for all of its own costs, including costs of its personnel required to carry out its investment advisory duties.

For information regarding the basis for the Board’s approval of the investment advisory and investment sub-advisory relationships (if applicable), please refer to the Portfolios’ annual shareholder report dated December 31, 2009.

The Sub-Adviser and Portfolio Managers

The Adviser have engaged a sub-adviser to provide the day-to-day management of each Portfolio’s portfolio. The sub-adviser is an affiliate of ING Investments.

The Adviser acts as a ‘‘manager-of-manager’’ for the Portfolios. The Adviser delegates to the sub-adviser of the Portfolios the responsibility for investment management, subject to the Adviser’s oversight. The Adviser is responsible for monitoring the investment program and performance of the sub-adviser of the Portfolios.

From time to time, the Adviser may also recommend the appointment of additional sub-advisers or replacement of non-affiliated sub-advisers to the Portfolios’ Board. It is not expected that the Adviser would normally recommend replacement of an affiliated sub-adviser as part of their oversight responsibilities. The Portfolios and the Adviser have received exemptive relief from the SEC to permit the Adviser, with the approval of the Portfolios’ Board, to appoint an additional non-affiliated sub-adviser or to replace an existing sub-adviser with a non-affiliated sub-adviser, as well as change the terms of a contract with a non-affiliated sub-adviser, without submitting the contract to a vote of the Portfolios’ shareholders. The Portfolios will notify shareholders of any change in the identity of a sub-adviser of the Portfolios, the addition of a sub-adviser to the Portfolios, or any change in the terms of a contract with a non-affiliated sub-adviser. In this event, the names of the Portfolios and their investment strategies may also change.

Under the terms of the sub-advisory agreement, the agreement can be terminated by the Adviser or a Portfolio’s Board. In the event the sub-advisory agreement is terminated, the sub-adviser may be replaced subject to any regulatory requirements or the Adviser may assume day-to-day investment management of a Portfolio.

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MANAGEMENT OF THE PORTFOLIOS (continued) ING Investment Management Co.

ING IM, a Connecticut corporation, was founded in 1972 and is registered with the SEC as an investment adviser. ING IM is an indirect, wholly-owned subsidiary of ING Groep 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. ING IM’s principal office is located at 230 Park Avenue, New York, New York 10169. As of December 31, 2009, ING IM managed approximately $61.3 billion in assets.

Mr. Zemsky is responsible for overseeing the overall strategy of each Portfolio and the allocation of assets between the Equity and Fixed Components. Mr. Costa is responsible the day-to-day management of the Equity Component; Ms. Hursellers and Mr. Hyman jointly share responsibility for the day-to-day management of the Fixed Component of each Portfolio.

Paul Zemsky, CFA, Portfolio Manager, is the head of ING IM’s Multi-Asset Strategies & Solutions Group. He joined ING IM in 2005 as Head of Derivative Strategies. Prior to assuming his role at ING IM, Mr. Zemsky spent 18 years at J.P. Morgan Investment Management, where he held a number of key positions, including having responsibility for asset allocation for the firm’s fixed-income business and handling option trading in both the exchange-traded and over-the-counter markets.

Vincent Costa, Portfolio Manager, is Head of Quantitative Equity, responsible for leading the portfolio management effort and overseeing research for quantitative equity products. These products include index, enhanced index, and active quantitative funds. Mr. Costa joined ING IM in April 2006 as Head of Portfolio Management for Quantitative Equity. Prior to joining ING IM, Mr. Costa was with Merrill Lynch Investment Management, where he worked for seven years in quantitative equity leadership positions. Most recently, he served as managing director and head of their quantitative investments organization where he had overseen some $60 billion in assets across 70 funds. Prior to that, Mr. Costa worked at Bankers Trust Company as a Senior Portfolio Manager, managing global index and enhanced index products.

Christine Hurtsellers, Portfolio Manager, has been with ING IM since 2005 and leads the fixed-income business for ING IM. From 1999 to 2005, Ms. Hurtsellers worked at Freddie Mac ^® where she managed ARMs, MBS, CMOs and mortgage derivatives portfolios. She also managed portfolios for Alliance Capital Management and Banc One.

Mike Hyman, Portfolio Manager, has been with ING IM since 2001 and is responsible for managing the investment-grade credit and structured portfolios across multiple client objectives. Prior to joining ING IM, Mr. Hyman worked in securitization and derivative structuring at GE Capital. Previously, he managed proprietary fixed-income and derivative portfolios for Société Générale and Yasuda Trust and Bank.

Additional Information Regarding the Portfolio Managers

The SAI provides additional information about each portfolio manager’s compensation, other accounts managed by each portfolio manager and each portfolio manager’s ownership of securities in the Portfolios.

The Administrator

ING Funds Services, LLC (“Administrator”) serves as administrator to each Portfolio and receives an annual administrative services fee equal to 0.055% on the first $5 billion of daily net assets and 0.03% thereafter of each Portfolio’s average daily net assets.

The administrative services provided to each Portfolio includes acting as a liaison among the various service providers to the Portfolio, including the custodian, portfolio accounting agent, Sub-Adviser, and the insurance companies to which a Portfolio offers its shares. The Administrator also reviews the Portfolios for compliance with applicable legal requirements and monitors the Sub-Adviser for compliance with requirements under applicable law and with the investment policies and restrictions of the Portfolios.

The Distributor

ING Funds Distributor, LLC (“Distributor”) is the principal underwriter and distributor of each Portfolio. It is a Delaware limited liability corporation with its principal offices at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258.

The Distributor is a member of the Financial Industry Regulatory Authority (“FINRA”). To obtain information about FINRA member firms and their associated persons, you may contact FINRA at www.finra.org or the Public Disclosure Hotline at 800-289-9999.

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HOW SHARES ARE PRICED

The net asset value (“NAV”) per share for each class of each Portfolio is determined each business day as of the close of regular trading (“Market Close”) on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time unless otherwise designated by the NYSE). The Portfolios are open for business every day the NYSE is open. The NYSE is closed on all weekends and on all national holidays and Good Friday. Portfolio shares will not be priced on those days. To the extent a Portfolio invests in other open-end funds (other than ETFs), the Portfolio will calculate its NAV using the NAV of the funds in which it invests as described in that fund’s prospectus. The NAV per share of each class of each Portfolio is calculated by taking the value of the Portfolio’s assets attributable to that class, subtracting the Portfolio’s liabilities attributable to that class, and dividing by the number of shares of that class that are outstanding.

In general, assets are valued based on actual or estimated market value, with special provisions for assets not having readily available market quotations and short-term debt securities, and for situations where market quotations are deemed unreliable. Investments in securities maturing in 60 days or less are valued at amortized cost which, when combined with accrued interest, approximates market value. Securities prices may be obtained from automated pricing services. Shares of investment companies held by the Portfolios (other than ETF shares) will generally be valued at the latest NAV reported by that investment company. The prospectuses for those investment companies explain the circumstances under which they will use fair value pricing and the effects of using fair value pricing.

Trading of foreign securities may not take place every day the NYSE is open. Also, trading in some foreign markets and on some electronic trading networks may occur on weekends or holidays when a Portfolio’s NAV is not calculated. As a result, the NAV of a Portfolio may change on days when shareholders will not be able to purchase or redeem a Portfolio’s shares. When market quotations are not available or are deemed unreliable, a Portfolio will use a fair value for the security that is determined in accordance with procedures adopted by the Portfolio’s Board. The types of securities for which such fair value pricing might be required include, but are not limited to:

Foreign securities, where a foreign security whose value at the close of the foreign market on which it principally trades likely would have changed by the time of the close of the NYSE, or the closing value is otherwise deemed unreliable;
Securities of an issuer that has entered into a restructuring;
Securities whose trading has been halted or suspended;
Fixed-income securities that have gone into default and for which there are no current market value quotations; and
Securities that are restricted as to transfer or resale.

The Portfolios or the Adviser may rely on the recommendations of a fair value pricing service approved by the Portfolios’ Board in valuing foreign securities. Valuing securities at fair value involves greater reliance on judgment than valuing securities that have readily available market quotations. The Adviser will make such determinations in good faith in accordance with procedures adopted by the Portfolios’ Board. Fair value determinations can also involve reliance on quantitative models employed by a fair value pricing service. There can be no assurance that a Portfolio could obtain the fair value assigned to a security if it were to sell the security at approximately the time at which the Portfolio determines its NAV per share.

When your Variable Contract or Qualified Plan is buying shares of a Portfolio, it will pay the NAV that is next calculated after the order from the Variable Contract Holder or Qualified Plan Participant is received in proper form. When the Variable Contract Holder or Qualified Plan Participant is selling shares, it will normally receive the NAV that is next calculated after the order form is received from the Variable Contract Holder or Qualified Plan participant in proper form. Investments will be processed at the NAV next calculated after an order is received and accepted by a Portfolio or its designated agent. In order to receive that day’s price, your order must be received by Market Close.

The Portfolios reserve the right to suspend the offering of shares or to reject any specific purchase order. The Portfolios may suspend redemptions or postpone payments when the NYSE is closed or when trading is restricted for any reason or under emergency circumstances as determined by the SEC.

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HOW TO BUY AND SELL SHARES

Each Portfolio’s shares were offered to insurance company separate accounts serving as investment options under Variable Contracts, Qualified Plans outside the separate account context, custodial accounts, certain investment advisers and their affiliates in connection with the creation or management of the Portfolios, other investment companies and other investors as permitted by the diversification and other requirements of section 817(h) of the Internal Revenue Code of 1986, as amended (the “Code”) and the underlying U.S. Treasury Regulations. Certain Portfolios may not have been available as investment options in your Variable Contract, through your Qualified Plan or other investment company. Please refer to the prospectus for the appropriate insurance company separate account, investment company or your plan documents for information on how to direct investments in, or redemptions from, an investment option corresponding to one of the Portfolios and any fees that may apply. Participating insurance companies and certain other designated organizations were authorized to receive purchase orders on the Portfolios’ behalf.

The Portfolios currently do not foresee any disadvantages to investors if a Portfolio served as an investment option for Variable Contracts and offering its shares directly to Qualified Plans and other permitted investors. However, it is possible that the interest of owners of Variable Contracts, Qualified Plans and other permitted investors, for which a Portfolio served as an investment option, might at some time be in conflict because of differences in tax treatment or other considerations. The Board directed the Adviser to monitor events to identify any material conflicts between Variable Contract owners, Qualified Plans and other permitted investors and would have to determine what action, if any, should be taken in the event of such conflict. If such a conflict occurred, an insurance company participating in the Portfolio might be required to redeem the investment of one or more of its separate accounts from the Portfolio or a Qualified Plan, investment company or other permitted investor might be required to redeem its investment, which might force the Portfolio to sell securities at disadvantageous prices. The Portfolios may discontinue sales to a Qualified Plan and require plan participants with existing investments in the Portfolio to redeem those investments if the Qualified Plan loses (or in the opinion of the Adviser, is at risk of losing) its Qualified Plan status.

Distribution Plan

Each Portfolio has a Distribution Plan (“12b-1 Plan”) in accordance with Rule 12b-1 under the 1940 Act for the shares. These payments are made to the the Distributor on an ongoing basis as compensation for services the Distributor provides and expenses it bears in connection with the marketing and other fees to support the sale and distribution of the shares of the Portfolios and for shareholder services provided by securities dealers (including the Adviser) and other financial intermediaries and plan administrators. The annual distribution fees under the 12b-1 Plan may equal up to 0.25% of the average daily net assets of the Portfolios. Because these fees are paid out of each Portfolio’s assets 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.

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FREQUENT TRADING - MARKET TIMING

The Portfolios 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 a Portfolio. Shares of the Portfolios are primarily sold through omnibus account arrangements with financial intermediaries, as investment options for Variable Contracts issued by insurance companies and as investment options for Qualified Plans. Omnibus accounts generally do not identify customers’ trading activity on an individual basis. The Portfolios’ administrator has agreements which require such intermediaries to provide detailed account information, including trading history, upon request of the Portfolios.

The Portfolios rely on the financial intermediaries to monitor frequent, short-term trading within a Portfolio by their customers. You should review the materials provided to you by your financial intermediary including, in the case of a Variable Contract, the prospectus that describes the contract or, in the case of a Qualified Plan, the plan documentation for its policies regarding frequent, short-term trading. With trading information received as a result of these agreements, the Portfolios may make a determination that certain trading activity is harmful to the Portfolios and their shareholders, even if such activity is not strictly prohibited by the intermediaries’ excessive trading policy. As a result, a shareholder investing directly or indirectly in the Portfolios may have their trading privileges suspended without violating the stated excessive trading policy of the intermediary. The Portfolios reserve the right, in their sole discretion and without prior notice, to reject, restrict or refuse purchase orders whether directly or by exchange including purchase orders that have been accepted by a financial intermediary. The Portfolios seek assurances from the financial intermediaries that they have procedures adequate to monitor and address frequent, short-term trading. There is, however, no guarantee that the procedures of the financial intermediaries will be able to curtail frequent, short-term trading activity.

The Portfolios believe that market timing or frequent, short-term trading in any account, including a Variable Contract or Qualified Plan account, is not in the best interest of the Portfolios or their shareholders. Due to the disruptive nature of this activity, it can adversely impact the ability of the Adviser or the Sub-Adviser (if applicable) to invest assets in an orderly, long-term manner. Frequent trading can disrupt the management of the Portfolios and raise their expenses through: increased trading and transaction costs; forced and unplanned portfolio turnover; lost opportunity costs; and large asset swings that decrease a Portfolio’s ability to provide maximum investment return to all shareholders. This in turn can have an adverse effect on a Portfolio’s performance.

Portfolios that invest in foreign securities may present greater opportunities for market timers and thus be at a greater risk for excessive trading. If an event occurring after the close of a foreign market, but before the time a Portfolio computes its current NAV, causes a change in the price of the foreign security and such price is not reflected in the Portfolio’s current NAV, investors may attempt to take advantage of anticipated price movements in securities held by the Portfolios based on such pricing discrepancies. This is often referred to as “price arbitrage.” Such price arbitrage opportunities may also occur in portfolios which do not invest in foreign securities. For example, if trading in a security held by a Portfolio is halted and does not resume prior to the time the Portfolio calculates its NAV, such “stale pricing” presents an opportunity for investors to take advantage of the pricing discrepancy. Similarily, Portfolios that hold thinly-traded securities, such as certain small-capitalization securities, may be exposed to varying levels of pricing arbitrage. The Portfolios have adopted fair valuation policies and procedures intended to reduce the Portfolios’ exposure to price arbitrage, stale pricing, and other potential pricing discrepancies. However, to the extent that a Portfolio’s NAV does not immediately reflect these changes in market conditions, short-term trading may dilute the value of Portfolio shares, which negatively affects long-term shareholders.

Although the policies and procedures known to the Portfolios that are followed by the financial intermediaries that use the Portfolios and the monitoring by the Portfolios are designed to discourage frequent, short-term trading, none of these measures can eliminate the possibility that frequent, short-term trading activity in the Portfolios will occur. Moreover, decisions about allowing trades in the Portfolios may be required. These decisions are inherently subjective, and will be made in a manner that is in the best interest of a Portfolio’s shareholders.

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PAYMENTS TO FINANCIAL INTERMEDIARIES

ING mutual funds may be offered as investment options in Variable Contracts issued by affiliated and non-affiliated insurance companies and in Qualified Plans. Fees derived from a Portfolio’s Distribution and/or Service Plans (if applicable) may be paid to insurance companies, broker-dealers and companies that service Qualified Plans for selling the Portfolio’s shares and/or for servicing shareholder accounts. In addition, a Portfolio’s Adviser, Distributor, Administrator or their affiliated entities, out of their own resources and without additional cost to the Portfolio or its shareholders, may pay additional compensation to these insurance companies, broker-dealers, or companies that service Qualified Plans. The Adviser, Distributor, Administrator, or affiliated entities of a Portfolio may also share their profits with affiliated insurance companies or other ING entities through inter-company payments.

For non-affiliated insurance companies and Qualified Plans, payments from a Portfolio’s Distribution and/or Service Plans (if applicable) as well as payments (if applicable) from the Portfolio’s Adviser and/or Distributor generally are based upon an annual percentage of the average net assets held in the Portfolio by those companies. A Portfolio’s Adviser and Distributor may make payments for administrative, record keeping, or other services that insurance companies or Qualified Plans provide to facilitate investment in the Portfolio. These payments as well as payments from a Portfolio’s Distribution and/or Service Plans (if applicable) may also provide incentive for insurance companies or Qualified Plans to make the Portfolio available through Variable Contracts or Qualified Plans, and thus they may promote the distribution of the shares of the Portfolio.

As of the date of this Prospectus, the Distributor has entered into agreements with the following non-affiliated insurance companies: Zürich Kemper Life Insurance Company; Symetra Life Insurance Company; and First Fortis Life Insurance Company. Fees payable under these agreements are at annual rates that range from 0.15% to 0.25%. This is computed as a percentage of the average aggregate amount invested in a Portfolio by Variable Contract holders through the relevant insurance company’s Variable Contracts.

The insurance companies issuing Variable Contracts or Qualified Plans that use a Portfolio as investment options may also pay fees to third parties in connection with distribution of the Variable Contracts and for services provided to Variable Contract owners. Entities that service Qualified Plans may also pay fees to third parties to help service the Qualified Plans or the accounts of their participants. A Portfolio, the Adviser, and the Distributor are not parties to these arrangements. Variable Contract owners should consult the prospectus and statement of additional information for their Variable Contracts for a discussion of these payments and should consult with their agent or broker. Qualified Plan participants should consult with their pension servicing agent.

Ultimately, the agent or broker selling the Variable Contract to you could have a financial interest in selling you a particular product to increase the compensation they receive. Please make sure you read fully each prospectus and discuss any questions you have with your agent or broker.

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DIVIDENDS, DISTRIBUTIONS AND TAXES

Dividends and Distributions

Each Portfolio declares and pays dividends from net investment income at least annually. Each Portfolio will also pay distributions from net realized capital gains, reduced by available capital losses, at least annually. All dividends and capital gain distributions will be automatically reinvested in additional shares of the Portfolios at the NAV of such shares on the payment date unless a participating insurance company’s separate account is permitted to hold cash and elects to receive payment in cash. From time to time, a portion of a Portfolio’s dividends may constitute a return of capital.

Tax Matters

Holders of Variable Contracts should refer to the prospectus for their contracts for information regarding the tax consequences of owning such contracts and should consult their tax advisers before investing.

Each Portfolio intends to qualify as a regulated investment company (“RIC”) for federal income tax purposes by satisfying the requirements under Subchapter M of the Code, including requirements with respect to diversification of assets, distribution of income and sources of income. As a RIC, a Portfolio generally will not be subject to tax on its net investment company taxable income and net realized capital gains.

Each Portfolio also intends to comply with the diversification requirements of Section 817(h) of the Code and the underlying regulations for Variable Contracts so that owners of these contracts should not be subject to federal tax on distributions of dividends and income from a Portfolio to the insurance company’s separate accounts.

Since the sole shareholders of the Portfolios will be separate accounts or other permitted investors, no discussion is included herein as to the federal income tax consequences at the shareholder level. For information concerning the federal income tax consequences to purchasers of the policies, see the attached prospectus for the policy.

See the SAI for further information about tax matters.

THE TAX STATUS OF YOUR INVESTMENT IN A PORTFOLIO DEPENDS UPON THE FEATURES OF YOUR VARIABLE CONTRACT. FOR FURTHER INFORMATION, PLEASE REFER TO THE PROSPECTUS FOR THE VARIABLE CONTACT.

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TO OBTAIN MORE INFORMATION

You’ll find more information about the Portfolios in our:

ANNUAL/SEMI-ANNUAL SHAREHOLDER REPORTS

In the Portfolios’ annual/semi-annual shareholder reports, you will find a discussion of the recent market conditions and principal investment strategies that significantly affected the Portfolios’ performance during the last fiscal year, the financial statements and the independent registered public accounting firm’s reports (in the annual shareholder report only).

STATEMENT OF ADDITIONAL INFORMATION

The SAI contains more detailed information about the Portfolios. The SAI is legally part of this Prospectus (it is incorporated by reference). A copy has been filed with the SEC.

Please write, call or visit our website for a free copy of the current annual/semi-annual shareholder reports, the SAI or other Portfolio information.

To make shareholder inquiries contact:

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

1-800-992-0180

or visit our website at www.ingfunds.com

This information may also be reviewed or obtained from the SEC. In order to review the information in person, you will need to visit the SEC’s Public Reference Room in Washington, D.C. or call 202-551-8090 for information on the operation of the Public Reference Room. Otherwise, you may obtain the information for a fee by contacting the SEC at:

U.S. Securities and Exchange Commission

Public Reference Section
100 F Street, N.E.
Washington, D.C. 20549

or at the e-mail address: publicinfo@sec.gov

Or obtain the information at no cost by visiting the SEC’s Internet website at www.sec.gov.

When contacting the SEC, you will want to refer to the Portfolios’ SEC file number. The file number is as follows:

ING Variable Insurance Trust	811-9477
ING GET U.S. Core Portfolio Series 5 Series 6 Series 7 Series 8 Series 9 Series 10 Series 11 Series 12 Series 13 Series 14

PRO-GETCORE (0410-043010)

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ING VARIABLE INSURANCE TRUST

7337 East Doubletree Ranch Road

Scottsdale, Arizona 85258

800-531-4547

STATEMENT OF ADDITIONAL INFORMATION

April 30, 2010

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. Core Portfolio - Series 10

ING GET U.S. Core Portfolio - Series 11

ING GET U.S. Core Portfolio - Series 12

ING GET U.S. Core Portfolio - Series 13

ING GET U.S. Core Portfolio - Series 14

Shares of each Portfolio are not currently being offered.

This Statement of Additional Information (“SAI”) related to the series listed above (each a “Portfolio” and collectively, the “Portfolios”) of ING Variable Insurance Trust (“Trust”). A prospectus or prospectuses (each a “Prospectus” and collectively “Prospectuses”) for the Portfolios dated April 30, 2010 that provide the basic information you should know before investing in the Portfolios may be obtained without charge from the Portfolios or the Portfolios’ principal underwriter, ING Funds Distributor, LLC (“Distributor”) at the address or phone number written above. This SAI is not a prospectus, but is incorporated therein by reference and should be read in conjunction with the Prospectus dated April 30, 2010, which has been filed with the U.S. Securities and Exchange Commission (“SEC”).

The information in this SAI expands on the information contained in the Prospectuses and any supplements thereto. The Portfolios’ financial statements and the independent registered public accounting firm’s report thereon, included in the annual shareholder report dated December 31, 2009, are incorporated herein by reference. Copies of the Portfolios’ Prospectuses and annual or unaudited semi-annual shareholder reports may be obtained upon request and without charge by contacting the Trust at the address or phone number written above. Capitalized terms used, but not defined, in this SAI have the same meaning as in the Prospectuses and some additional terms are defined particularly for this SAI.

Shares of the Portfolios were sold to insurance company separate accounts (“Separate Accounts”) so that the Portfolios served as investment options under variable annuity contracts issued by insurance companies (“Variable Contracts”). The Portfolios were also sold to certain other investors, such as qualified pension and retirement plans (“Qualified Plans”), insurance companies, and any investment adviser to the Portfolios, as well as to the general accounts of any insurance company whose Separate Account held shares of the Portfolios. Shares of the Portfolios were offered to Separate Accounts of insurance companies that are subsidiaries of ING Groep N.V. (“ING Groep”). For information on allocating premiums and cash values under the terms of the Variable Contracts, see the prospectus for your Variable Contract.

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INTRODUCTION		3
HISTORY OF THE TRUST		3
SUPPLEMENTAL DESCRIPTION OF PORTFOLIO INVESTMENTS AND RISKS		3
OTHER CONSIDERATIONS		8
THE ASSET ALLOCATION PROCESS		8
INVESTMENT RESTRICTIONS		9
PORTFOLIO TURNOVER		10
DISCLOSURE OF THE PORTFOLIO’S SECURITIES		11
MANAGEMENT OF THE TRUST		13
OFFICERS		15
TRUSTEE OWNERSHIP OF SECURITIES		22
CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS		27
ADVISER		27
ADVISORY FEES		28
SUB-ADVISER		29
ADMINISTRATOR		32
EXPENSE LIMITATION AGREEMENT		33
CUSTODIAN		33
TRANSFER AGENT		33
LEGAL COUNSEL		34
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		34
PRINCIPAL UNDERWRITER		34
DISTRIBUTION SERVICING ARRANGEMENTS		34
CODE OF ETHICS		39
PROXY VOTING PROCEDURES		39
PURCHASE AND REDEMPTION OF SHARES		40
NET ASSET VALUE		40
TAX STATUS		41
PERFORMANCE INFORMATION		43
FINANCIAL STATEMENTS		44
APPENDIX A - PROXY VOTING PROCEDURES AND GUIDELINES		A-1

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INTRODUCTION

This SAI is designed to elaborate upon information contained in the Portfolios’ Prospectus es , including the discussion of certain securities and investment techniques. The more detailed information continued in this SAI is intended for investors who have read the Prospectus es and are interested in a more detailed explanation of certain aspects of some of the Portfolios’ securities and investment techniques. Some of the Portfolios’ investment techniques are described only in the Prospectus es and are not repeated herein.

HISTORY OF THE TRUST

Effective May 1, 2001, the name of the Trust was changed from Pilgrim Variable Insurance Trust Fund to ING Variable Insurance Trust.

Organization. The Trust is an open-end management investment company organized as a Delaware statutory trust on the 15th day of July 1999.

The Trust is authorized to issue multiple series and classes of shares, each with different investment objectives, policies, and restrictions. The Trust currently has 10 portfolios and all are contained in this SAI.

Voting Rights. Shareholders of each Portfolio 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 selected the Portfolios for investment through their Variable Contract are not the shareholders of the Portfolios. 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 Variable Contract.

SUPPLEMENTAL DESCRIPTION OF PORTFOLIO INVESTMENTS AND RISKS

INVESTMENTS, STRATEGIES AND RISKS

The investment objective for each Portfolio is to achieve maximum total return and minimal exposure of the Portfolio’s assets to a market value loss by participating, to the extent appropriate, in favorable equity market performance during the Guarantee Period. Each Portfolio will pursue its objective during a specified seven year period, its “Guarantee Period.”

Futures Contracts

Each Portfolio may enter into future contracts as a means of achieving its investment objective. A Portfolio 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.

Each Portfolio may enter into futures contracts subject to the restrictions described below under “Additional Restrictions on the Use of Futures Contracts.” A Portfolio will only enter into futures contracts on the 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.

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There can be no assurance, however, that a Portfolio will be able to enter into an offsetting transaction with respect to a particular contract at a particular time. If the Portfolio 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 a Portfolio 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 a Portfolio with a commodities broker in a custodian account in order to initiate futures trading and to maintain open positions in the Portfolio’s futures contracts. A margin deposit is intended to assure a Portfolio’s 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 a Portfolio. These daily payments to and from a Portfolio are called variation margin. At times of extreme price volatility, intra-day variation margin payments may be required. In computing daily net asset values, a Portfolio will mark-to-market the current value of its open futures contracts. A Portfolio expects to earn interest income on its initial margin deposits.

When a Portfolio 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.

A Portfolio 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 Portfolio’s 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, in order to prevent a Portfolio from being a commodity pool operation, require that the Portfolio enters 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, a Portfolio 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.

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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 a Portfolio’s transactions in derivatives.

Risk of Imperfect Correlation. Each Portfolio’s 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 a Portfolio 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, a Portfolio’s 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 a Portfolio will establish a futures position only if there appears to be a liquid secondary market therefore, 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 Portfolio 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 a Portfolio’s 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 a Portfolio may be poorer than if it had not entered into any such contract. For example, if a Portfolio 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 Portfolio 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 a Portfolio 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 a Portfolio.

Foreign Securities

Each Portfolio 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

Each Portfolio 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 United States, 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.

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Short-Term Debt Instruments

Each Portfolio may invest in short-term debt obligations (including banker’s acceptances, commercial paper, bank notes, fixed-time deposits and certificates of deposit). A Portfolio 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, a Portfolio may enter into repurchase agreements. Under a repurchase agreement, a Portfolio 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 a Portfolio’s custodian securities with an initial market value of at least 102% of the dollar amount invested by the Portfolio in each repurchase agreement. The sub-adviser 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 a Portfolio’s ability to sell the underlying securities. A Portfolio 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

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 a Portfolio.

Mortgage-Related Securities

Each Portfolio 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 Standard & Poor’s Rating Services (“S&P”) or Aaa or higher by Moody’s Investors Service, Inc. (“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 United States, 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 Unites States 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 a Portfolio might be converted to cash, and the Portfolio 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 a Portfolio 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

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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.

Some of these mortgage-related securities may have exposure to subprime loans or subprime mortgages, which are loans to persons with impaired credit ratings. However, it may be difficult to determine which securities have exposure to subprime loans or mortgages. Furthermore, the risk allocation techniques employed by these instruments may not be successful, which could lead to the credit risk of these instruments being greater than indicated by their ratings. The value of these instruments may be further affected by downturns in the credit markets or the real estate market. It may be difficult to value these instruments because of concerns about their transparency. These instruments may not be liquid.

In connection with the purchase of certain asset-backed securities and commercial mortgage-backed securities (“TALF ABS”), a Portfolio may borrow from the Federal Reserve Bank of New York under its Term Asset-Back Securities Loan Facility (“TALF”). Pursuant to the TALF Program, a Portfolio may receive one or more three- to five-year term non-recourse loans to purchase TALF ABS in return for the payment of a haircut amount (usually 5% - 15% of the loan amount) and a pledge of the TALF ABS.

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”)

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

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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.

Short Sales Against the Box

A short sale “against the box” is a short sale where, at the time of the short sale, the Portfolio owns or has the immediate and unconditional right, at no added cost, to obtain the identical security. Short sales against the box are not subject to the percentage limitations on short sales described in the Prospectuses.

Other Investment Companies

A Portfolio may not: (i) invest more than 10% of its total assets in other investment companies; (ii) invest more than 5% of its total assets in any one investment company; or (iii) purchase greater than 3% of the total outstanding securities of any one investment company.

Exchange-traded funds (“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 a Portfolio elects to redeem its ETF shares rather than selling them on the secondary market, the Portfolio 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 Portfolio.

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. Each Portfolio 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 (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 U.S. Treasury backed by the full faith and credit of the United States 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, a Portfolio 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 each Portfolio’s investment objective, the sub-adviser looks to allocate assets among the Equity Component and the Fixed Component. The allocation of assets for a Portfolio 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 Portfolio; the Portfolio’s total annual expenses, as well as insurance company Separate Account expenses assessed to Contract holders and Participants acquiring an interest in the Portfolio through the Separate Account; and the Maturity Date. If interest rates are low (particularly at the inception of the Guarantee

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Period), a Portfolio’s 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, a Portfolio’s assets may become largely invested in the Fixed Component in order to increase the likelihood of meeting the investment objective.

The initial allocation of a Portfolio’s 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 each Portfolio’s 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 a Portfolio 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 a Portfolio 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.

INVESTMENT RESTRICTIONS

Fundamental Investment Restrictions

In seeking to achieve its investment objective, each Portfolio 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 Portfolio 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 Portfolio.

As a matter of fundamental policy, each Portfolio will not:

(1) borrow money, except that: (a) the Portfolio may enter into certain futures contracts and options related thereto; (b) the Portfolio may enter into commitments to purchase securities in accordance with the Portfolio’s investment program, including delayed delivery and when-issued securities and reverse repurchase agreements; (c) the Portfolio 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 Portfolio may borrow money from banks (including its custodian bank) only if, immediately after such borrowing, the value of the Portfolio’s 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 Portfolio’s assets fails to meet the 300% coverage requirement relative only to leveraging, the Portfolio 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 Portfolio for its portfolio, the Portfolio or the Trust 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 Portfolio may invest in securities secured by real estate or interests therein or issued by companies, including REITs, which deal in real estate or interests therein;

(4) make loans, except that, to the extent appropriate under its investment program, the Portfolio 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 Portfolio 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;

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(6) alter, amend or modify either the Investment Objective or the Principal Investment Strategies of the Portfolio, as described in the Prospectuses;

(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; and

(8) concentrate its investments in any one industry except that the Portfolio 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 a Portfolio’s 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 S&P, a division of The McGraw-Hill Companies.

Non-Fundamental Investment Policies

Each Portfolio also has adopted certain other investment policies and restrictions reflecting the current investment practices of the Portfolio, which may be changed by the Board and without shareholder vote.

Under such policies and restrictions, each Portfolio 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; or

(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 Portfolio.

PORTFOLIO TURNOVER

A change in securities held in the portfolio of a Portfolio is known as “portfolio turnover” and may involve the payment by a Portfolio of dealer mark-ups of brokerage or underwriting commissions and other transaction costs on the sale of securities, as well as on the reinvestment of the proceeds in other securities. Portfolio turnover rate for a fiscal year is the percentage determined by dividing the lesser of the cost of purchases or proceeds from sales of portfolio securities by the average of the value of portfolio securities during such year, all excluding securities whose maturities at acquisition were one year or less. A Portfolio cannot accurately predict its turnover rate, however the rate will be higher when a Portfolio finds it necessary to significantly change their portfolio to adopt a temporary defensive position or respond to economic or market events. A high turnover rate would increase expenses and may involve realization of capital gains by the Portfolios.

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DISCLOSURE OF THE PORTFOLIO’S SECURITIES

Each Portfolio is required by the SEC to file its portfolio holdings schedule with the SEC on a quarterly basis. This schedule is filed with the Portfolios; annual and unaudited semiannual reports on Form N-CSR for the second and fourth fiscal quarters and on Form N-Q for the first and third fiscal quarters.

In addition, each Portfolio posts its portfolio holdings schedule on ING Groep’s website on a calendar-quarter basis, and it is available 30 days following the end of the previous calendar quarter. The portfolio holdings schedule is ass of the last day of the previous calendar quarter (e.g. each Portfolio will post the quarter ending June 30 holdings on July 31. Each Portfolio may also post its complete or partial portfolio holdings on its website as of a specified date.

Each Portfolio also compiles a list of its ten largest holdings (“Top Ten”). This information is produced monthly, and is made available on ING Groep’s website, on the tenth day of each month. The Top Ten holdings information is as of the last day of the previous month.

Investors (both individual and institutional), financial intermediaries that distribute the Portfolios’ shares and most third parties may receive the Portfolios’ annual or semi-annual reports, or view on ING Groep’s website, the Portfolio’s complete portfolio holdings schedule. The Top Ten list also is provided in quarterly Portfolio descriptions that are included in the offering materials of Variable Contracts.

Other than in regulatory filings or on ING Groep’s website, each Portfolio may provide its complete portfolio holdings to certain unaffiliated third parties and affiliates when the Portfolio has a legitimate business purpose for doing so. Unless otherwise noted below, a Portfolio’s disclosure of its portfolio holdings will be on an as-needed basis,, with no lag time between the date of which the information is requested and the date the information is provided. Specifically, each Portfolio’s disclosure of its portfolio holdings may include disclosure:

· to the Portfolio’s independent registered public accounting firm, as named herein, for use in providing audit opinions, on an as-needed basis;

· to financial printers for the purpose of preparing a Portfolio’s 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 Portfolio;

· to rating and ranking agencies such as Bloomberg, Morningstar, Lipper and S&P;

· to consultants for use in providing asset allocation advice in connection with investments by affiliated funds-of-funds in the Portfolio;

· to service providers, such as proxy voting and class action services providers, on a daily basis, in connection with their providing services benefiting the Portfolio; or

· to a third party for purposes of effecting in-kind redemptions of securities to facilitate orderly redemption of portfolio assets and minimal impact on remaining Portfolio shareholders.

In all instances of such disclosure the receiving party, by agreement, is subject to a duty of confidentiality, including a duty not to trade on such information.

The Portfolios’ Board has adopted policies and procedures (“Policies”) designed to ensure that disclosure of information regarding the Portfolios’ portfolio securities is in the best interests of the Portfolios’ shareholders, including procedures to address conflicts between the interests of the Portfolios’ shareholders, on the one hand, and those of the Portfolios’ investment adviser, sub-adviser, principal underwriter or any affiliated person of the Portfolios, its investment adviser, or its principal underwriter, on the other. Such Policies authorize the Portfolios’ administrator to implement the Board’s policies and direct the administrator to document the expected benefit to shareholders. Among other considerations, the administrator is directed to consider whether such disclosure may create an advantage for the recipient or its affiliates or their clients over that of the Portfolios’ shareholders. Similarly, the administrator is directed to consider, among other things, whether the disclosure of portfolio holdings creates a conflict between the interests of shareholders and the interests of the adviser, sub-adviser, principal underwriter and their affiliates. The Board has authorized the senior officers of the Portfolios administrator to authorize the release of the Portfolios’ portfolio holdings, as necessary, in conformity with the foregoing principles and to monitor for compliance with the Policies. The Portfolios’ administrator reports quarterly to the Board regarding the implementation of the Policies.

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The Portfolios have the following ongoing arrangements with certain third parties to provide the Portfolios’ full portfolio holdings:

PARTY	PURPOSE	FREQUENCY	TIME LAG BETWEEN DATE OF INFORMATION AND DATE INFORMATION RELEASED
ISS Governance Services, a unit of RiskMetrics Group, Inc.	Proxy Voting & Class Action Services	Daily	None
Charles River Development	Compliance	Daily	None

All of the arrangements in the table above are subject to the Policies adopted by the Board to ensure such disclosure is for a legitimate business purpose and is in the best interests of the Portfolios and their shareholders. The Board must approve any material change to the Policies. The Policies may not be waived, or exceptions made, without the consent of ING’s Legal Department. All waivers and exceptions involving any of the Portfolios or the Trust will be disclosed to the Board no later than its next regularly scheduled quarterly meeting. No compensation or other consideration may be received by the Trust, the adviser, or any other party in connection with the disclosure of portfolio holdings in accordance with the Policies.

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MANAGEMENT OF THE TRUST

Information Regarding Individual Board Members of the Trust.

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

NAME, ADDRESS AND AGE	POSITION(S) HELD WITH FUND	TERM OF OFFICE AND LENGTH OF TIME SERVED(1)	PRINCIPAL OCCUPATION(S) — DURING THE PAST 5 YEARS	NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE(2)(3)	OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST 5 YEARS
INDEPENDENT TRUSTEES
Colleen D. Baldwin 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 49	Trustee	November 2007- Present	President, Glantuam Partners, LLC (January 2009 — Present); and Consultant (January 2005 — Present).	137	None.
John V. Boyer 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 56	Trustee	January 2005 — Present	President, and Chief Executive Officer, Bechtler Arts Foundation (January 2008 — Present). Formerly, Consultant (July 2007 — February 2008); President and Chief Executive Officer, Franklin and Eleanor Roosevelt Institute (March 2006 — July 2007), and Executive Director, The Mark Twain House & Museum(4) (September 1989 — March 2006).	137	None.
Patricia W. Chadwick 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 61	Trustee	January 2006 — Present	Consultant and President, Ravengate Partners LLC (January 2000 — Present).	137	Wisconsin Energy Corp. (June 2006 — Present) and The Royce Fund (2009 — Present).
Peter S. Drotch 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 68	Trustee	November 2007- Present	Retired.	137	First Marblehead Corporation (September 2003- Present) and BlackRock Funds (February 2005 — January 2007).
J. Michael Earley 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 64	Trustee	February 2002 — Present	Retired. Formerly, President and Chief Executive Officer, Bankers Trust Company, N.A., Des Moines (June 1992 — December 2008).	137	Bankers Trust Company, N.A., Des Moines (June 1992 — 2009) and Midamerica Financial Corporation (November 2006 — October 2009).
Patrick W. Kenny 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 67	Trustee	January 2005 — Present	Retired. Formerly, President and Chief Executive Officer, International Insurance Society (June 2001 — Present).	137	Assured Guaranty Ltd. (April 2004 — Present) and Odyssey Re Holdings Corp. (November 2006 — October 2009).
Sheryl K. Pressler 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 59	Trustee	January 2006 — Present	Consultant (May 2001 — Present).	137	Stillwater Mining Company (May 2002 — Present).

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NAME, ADDRESS AND AGE	POSITION(S) HELD WITH FUND	TERM OF OFFICE AND LENGTH OF TIME SERVED(1)	PRINCIPAL OCCUPATION(S) — DURING THE PAST 5 YEARS	NUMBER OF FUNDS IN FUND COMPLEX OVERSEEN BY TRUSTEE(2)(3)	OTHER DIRECTORSHIPS HELD BY TRUSTEE DURING PAST 5 YEARS
Roger B. Vincent 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 64	Chairman and Trustee	February 2002 — Present	President, Springwell Corporation a privately held corporate advisory firm (March 1989 — Present).	137	UGI Corporation (February 2006 — Present); and UGI Utilities, Inc. (February 2006 — Present).
TRUSTEES WHO ARE “INTERESTED PERSONS”
Robert W. Crispin(5) 7337 East Doubletree Ranch Road Scottsdale, AZ 85258 Age: 62	Trustee	November 2007- Present	Retired. Formerly, Chairman and Chief Executive Officer, ING Investment Management (July 2001 — December 2007).	137	Intact Financial Coporation (December 2004 — Present).
Shaun P. Mathews(5) 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 54	Trustee	November 2007 — Present	President and Chief Executive Officer, ING Investments, LLC(6) (November 2006 — Present), Head of ING Mutual Funds and Investment Products (November 2004 — November 2006).	182	ING Retirement Holdings, Inc. (September 1998 — Present); ING Services Holding Company, Inc. (May 2000 — Present); Southland Life Insurance Company (June 2002 — Present); ING Capital Corporation, LLC, and ING Funds Distributor, LLC(7) (December 2005 — Present); ING Funds Services, LLC (8), ING Investments, LLC(6) and ING Pilgrim Funding, Inc. (March 2006 — Present); and Directed Services LLC(9) (December 2006 — Present).

(1)	Trustees serve until their successors are duly elected and qualified. The tenure of each Trustee is subject to the Board’s retirement policy, which states that each “Independent Trustee”, as defined in the 1940 Act, shall retire from service as a Trustee at the conclusion of the first regularly scheduled quarterly meeting of the Board that is held after the Trustee reaches the age of 72. 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 event the extension would apply until such time as the shareholder meeting can be held or is no longer needed.
(2)	For the purpose of this table (except for Mr. Mathews), “Fund Complex” means the following investment companies: ING Asia Pacific High Dividend Equity Income Fund, ING Equity Trust; ING Funds Trust; ING Global Advantage and Premium Opportunity Fund; ING Global Equity Dividend and Premium Opportunity Fund; ING Infrastructure, Industrials and Materials Fund; ING International High Dividend Equity Income Fund; ING Investors Trust; ING Mayflower Trust; ING Mutual Funds; ING Partners, Inc.; ING Prime Rate Trust; ING Risk Managed Natural Resources Fund; ING Senior Income Fund; ING Separate Portfolios Trust; ING Variable Insurance Trust and ING Variable Products Trust. For Mr. Mathews, the “Fund Complex” also includes the following investment companies: ING Balanced Portfolio, Inc.; ING Intermediate Bond Portfolio; ING Money Market Portfolio; ING Series Fund, Inc.; ING Strategic Allocation Portfolio, Inc.; ING Variable Funds; and ING Variable Portfolios, Inc.
(3)	The number of funds in the Complex is as of March 31, 2010.
(4)	Mr. Boyer held a seat on the board of directors of The Mark Twain House & Museum from September 1989 to November 2005. ING Groep N.V. affiliates make non-material, charitable contributions to The Mark Twain House Museum.
(5)	Messrs. Crispin and Matthews are deemed to be “interested persons” of the Trust as defined in the 1940 Act because of their relationship with ING Groep, N.V., the parent corporation of the investment adviser, ING Investments, LLC.
(6)	ING Investments, LLC was previously named ING Pilgrim Investments, LLC. ING Pilgrim Investments, LLC is the sucessor in interest to ING Pilgrim Investments, Inc., which was previously known as Pilgrim Investments, Inc. and before that was known as Pilgrim America Investments, Inc.
(7)	ING Funds Distributor, LLC is the sucessor in interest to ING Funds Distributor, Inc., which was previously known as ING Pilgrim Securities, Inc., and before that was known as Pilgrim Securities, Inc., and before that was known as Pilgrim America Securities, Inc.

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(8)	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.
(9)	Directed Services LLC is the successor in interest to Directed Services, Inc.

Information Regarding Officers of the Trust

Set forth in the table below is information regarding each Officer of the Trust:

Name, Address and Age	Positions Held with the Trust	Term of Office and Length of Time Served(1)	Principal Occupation(s) During the Last Five Years
Shawn P. Mathews 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 54	President and Chief Executive Officer	November 2006 — Present	President and Chief Executive Officer, ING Investments, LLC(2) (November 2006 — Present), Head of ING Mutual Funds and Investment Products (November 2004 — November 2006).
Michael J. Roland 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 51	Executive Vice President	February 2002 — Present	Executive Vice President and Chief Operating Office, ING Investments, LLC(2) and ING Funds Services, LLC(3) (January 2007 — Present). Formerly, Executive Vice President, Head of Product Management (January 2005 — January 2007); Chief Compliance Officer, ING Investments, LLC(2) and Directed Services LLC(4) (October 2004 — December 2005).
Stanley D. Vyner 230 Park Avenue New York, New York 10169 Age: 59	Executive Vice President Chief Investment Risk Officer	October 2000 — Present September 2009 — Present	Executive Vice President, ING Investments, LLC(2) (July 2000 — Present) and Chief Investment Risk, ING Investments, LLC(2) (January 2003 — Present).
Joseph M. O’Donnell 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 55	Executive Vice-President Chief Compliance Officer	March 2006 — Present November 2004 — Present	Chief Compliance Officer of the ING Funds (November 2004 - Present); Executive Vice President of the ING Funds (March 2006 - Present); Chief Compliance Officer of ING Investments, LLC(2) (March 2006 — July 2008 and October 2009 — Present); and Investment Advisor Chief Compliance Officer, Directed Services LLC(4) (March 2006 — July 2008 and October 2009 — Present). Formerly, Investment Advisor Chief Compliance Officer, ING Life Insurance and Annuity Company (March 2006 — December 2006).
Todd Modic 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 42	Senior Vice President, Chief/Principal Financial Officer & Assistant Secretary	March 2005 — Present	Senior Vice President, ING Funds Services, LLC(3) (March 2005 — Present). Formerly, Vice President, ING Funds Services, LLC(3) (September 2002 — March 2005).
Kimberly A. Anderson 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 45	Senior Vice President	November 2003 — Present	Senior Vice President, ING Investments, LLC(2) (October 2003 — Present).
Robert Terris 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 39	Senior Vice President	May 2006 — Present	Senior Vice President, Head of Division Operations, ING Funds Services, LLC(3) (May 2006 — Present). Formerly, Vice President of Administration, ING Funds Services, LLC(3) (October 2001 — May 2006).
Robyn L. Ichilov 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 42	Vice President Treasurer	October 2000 — Present March 2001 - Present	Vice President and Treasurer, ING Funds Services, LLC(3) (November 1999 — Present) and ING Investments, LLC(2) (August 1997 — Present).

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Name, Address and Age	Positions Held with the Trust	Term of Office and Length of Time Served(1)	Principal Occupation(s) During the Last Five Years
William Evans 10 State House Square Hartford, CT 06103 Age: 37	Vice President	September 2007 — Present	Senior Vice President (2010 — Present) and Manager Research and Selection (April 2007 — Present). Formerly, Vice President, U.S. Mutual Funds and Investment Products (May 2005 — April 2007).
Lauren D. Bensinger 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 56	Vice President	February 2003 — Present	Vice President and Chief Compliance Officer, ING Funds Distributor, LLC(5) (August 1995 - Present); Vice President, ING Investments, LLC(2) and ING Funds Services, LLC(3) (February 1996 — Present) and Director of Compliance, ING Investments, LLC(2) (October 2004 — Present).
Maria M. Anderson 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 51	Vice President	September 2004 — Present	Vice President, ING Funds Services, LLC(3) (September 2004 — Present).
Denise Lewis 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 46	Vice President	January 2007 — Present	Vice President, ING Funds Services, LLC(3) (December 2006 — Present). Formerly, Senior Vice President, UMB Investment Services Group, LLC (November 2003 — December 2006).
Kimberly K. Springer 7337 East Doubletree Ranch Road Scottsdale, AZ 85258 Age: 52	Vice President	March 2006 — Present	Vice President, ING Funds Services, LLC(3) (March 2006 — Present) and Managing Paralegal, Registration Statements (June 2003 — Present). Formerly, Assistant Vice President, ING Funds Services, LLC(3) (August 2004 — March 2006).
Craig Wheeler 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 40	Assistant Vice President	May 2008 - Present	Assistant Vice President — Director of Tax, ING Funds Services, LLC(3) (March 2008 — Present). Formerly, Tax Manager, ING Funds Services, LLC(3) (March 2005 — March 2008); and Tax Senior, ING Funds Services, LLC(3) (January 2004 — March 2005).
Huey P. Falgout, Jr. 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 46	Secretary	August 2003 — Present	Chief Counsel, ING Americas, U.S. Legal Services (September 2003 — Present).
Theresa K. Kelety 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 46	Assistant Secretary	August 2003 — Present	Senior Counsel, ING Americas, U.S. Legal Services (April 2008 — Present). Formerly, Counsel, ING Americas, U.S. Legal Services (April 2003 — April 2008).
Kathleen Nichols 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258 Age: 34	Assistant Secretary	May 2008 - Present	Counsel, ING Americas, U.S. Legal Services (February 2008 — Present). Formerly, Associate, Ropes & Gray LLP (September 2005 — February 2008).

(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)	Directed Services LLC is the successor in interest to Directed Services, Inc.
(5)	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.

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The Board of Trustees

The Trust and each of its Portfolios is governed by the Trust’s Board, which oversees the Trust’s business and affairs. The Board delegates the day-to-day management of the Trust and its Portfolios to the Trust’s officers and to various service providers that have been contractually retained to provide such day-to-day services. The ING entities that render services to the Portfolios do so pursuant to contracts that have been approved by the Board. The Trustees are experienced executives who, among other duties, oversee each Portfolio’s activities, review contractual arrangements with companies that provide services to each Portfolio, and review each Portfolio’s investment performance.

The Board Leadership Structure and Related Matters

The Board is currently comprised of ten members, eight of whom are independent or disinterested persons, which means that they are not “interested persons” of the Funds as defined in Section 2(a)(19) of the 1940 Act (“Independent Trustees”). The Trust is one of 17 registered investment companies (with a total of approximately 137 separate series) and all of the Trustees serve as members of, as applicable, each investment company’s Board of Trustees or Board of Directors. The Board employs substantially the same leadership structure with respect to each of these investment companies.

One of the Independent Trustees, currently Roger B. Vincent, serves as the Chairman of the Board of the Trust. The responsibilities of the Board Chairman include: coordinating with management in the preparation of agendas for Board meetings; presiding at Board meetings; between Board meetings, serving as a primary liaison with other Trustees, officers of the Trust, management personnel and legal counsel to the Independent Trustees; and such other duties as the Board periodically may determine. Mr. Vincent holds no position with any firm that is a sponsor of the Trust.

The Board performs many of its oversight and other activities through the committee structure described below in the “Board Committees” section. Each Committee operates pursuant to a written Charter approved by the Board. The Board currently conducts regular meetings eight (8) times a year. Six of these regular meetings consist of sessions held over a two-day period and two of these meetings consist of a one-day session. In addition, during the course of a year, the Board and many of its Committees typically hold special meetings by telephone or in person to discuss specific matters that require action prior to their next regular meetings.

The Board believes that its leadership structure is an effective means of empowering the Trustees to perform their fiduciary and other duties. For example, the Board’s committee structure faciliates, as appropriate, the ability of individual Boartd members to receive detailed presentations on topics under their review and to develop increased familiarity with respect to such topics and with key personnel at relevant service providers. At least annually, with guidance from its Nominating and Governance Committee, the Board analyzes whether there are potential means to enhance the efficiency and effectiveness of the Board’s operations.

Board Committees

Audit Committee . The Board has established an Audit Committee whose functions include, among other things, meeting with the independent registered public accounting firm of each Trust to review the scope of the Trust’s audit, the Trust’s financial statements and accounting controls, and meeting with management concerning these matters, internal audit activities and other matters. The Audit Committee currently consists of four (4) Independent Trustees. The following Trustees currently serve as members of the Audit Committee: Messrs. Drotch and Earley and Mses. Chadwick and Pressler. Mr. Earley currently serves as Chairperson of the Audit Committee. Messrs. Drotch and Earley have each been designated as an Audit Committee Financial Expert under the Sarbanes-Oxley Act. The Audit Committee, which currently meets regularly four (4) times per year, held five (5) meetings during the fiscal year ended December 31, 2009.

Compliance Committee. The Board has established a Compliance Committee for the purpose of, among other things: (1) coordinating activities between the Board and the Chief Compliance Officer (“CCO”) of the Portfolios; (2) facilitating information flow among Board members and the CCO between Board meetings; (3) working with the CCO and management to identify the types of reports to be submitted by the CCO to the Compliance Committee and the Board; (4) coordinating CCO oversight activities with other ING Fund boards; (5) making recommendations regarding the role, performance and oversight of the CCO; (6) overseeing the implementation of the Portfolios’ valuation procedures and the fair value determinations made with respect to securities held by the Funds for which market value quotations are not readily available; (7) overseeing management’s administration of proxy voting; and (8) overseeing the effectiveness of brokerage usage by the Trusts’ adviser or sub-advisers, as applicable, and compliance with

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regulations regarding the allocation of brokerage for services. The Compliance Committee currently consists of four (4) Independent Trustees: Messrs. Boyer, Kenny and Vincent and Ms. Baldwin. Mr. Kenny currently serves as Chairperson of the Compliance Committee. The Compliance Committee, which currently meets regularly four (4) times per year, held five (5) meetings during the fiscal year ended December 31, 2009.

Contracts Committee. The Board has established a Contracts Committee for the purpose of overseeing the annual renewal process relating to investment advisory and sub-advisory agreements and, at the discretion of the Board, other agreements or plans involving the Portfolios. The responsibilities of the Contracts Committee, among other things, include: (1) identifying the scope and format of information to be provided by service providers in connection with applicable contract approvals or renewals; (2) providing guidance to independent legal counsel regarding specific information requests to be made by such counsel on behalf of the Trustees; (3) evaluating regulatory and other developments that might have an impact on applicable approval and renewal processes; (4) reporting to the Trustees its recommendations and decisions regarding the foregoing matters; (5) assisting in the preparation of a written record of the factors considered by Trustees relating to the approval and renewal of advisory and sub-advisory agreements; (6) recommending to the Board specific steps to be taken by it regarding the contracts approval and renewal process, including, for example, proposed schedules of meetings by the Trustees; and (7) otherwise providing assistance in connection with Board decisions to renew, reject or modify agreements or plans. The Contracts Committee currently consists of five (5) Independent Trustees: Mses. Chadwick and Pressler and Messrs. Boyer, Drotch and Vincent. Ms. Pressler currently serves as Chairperson of the Contracts Committee. The Contracts Committee, which currently meets regularly seven (7) times per year, held nine (9) meetings during the fiscal year ended December 31, 2009.

Executive Committee . The Board has established an Executive Committee whose function is to act on behalf of the full Board between meetings when necessary. The Executive Committee currently consists of three (3) Independent Trustees and two (2) Trustees who are “interested persons,” as defined in the 1940 Act. The following Trustees currently serve as members of the Executive Committee: Ms. Pressler and Messrs. Boyer, Crispin, Mathews and Vincent. Mr. Vincent, Chairman of the Board, currently serves as Chairperson of the Executive Committee. The Executive Committee, which meets on an “as needed” basis, held three (3) meetings during the fiscal year ended December 31, 2009.

Investment Review Committees . The Board has established two Investment Review Committees to, among other things, monitor the investment performance of the Portfolios and make recommendations to the Board with respect to investment management activities performed by the adviser and sub-advisers on behalf of the Portfolios, and to review and make recommendations regarding proposals by management to retain new or additional sub-advisers for a Portfolio.

The Investment Review Committee for the Domestic Equity Funds (the “DE IRC”) currently consists of four (4) Independent Trustees and one (1) Trustee who is an “interested person,” as defined in the 1940 Act. The following Trustees serve as members of the DE IRC: Mses. Chadwick and Pressler, and Messrs. Crispin, Drotch and Earley. Ms. Chadwick currently serves as Chairperson of the DE IRC. The DE IRC, which currently meets regularly six (6) times per year, held six (6) meetings during the fiscal year ended December 31, 2009.

The Investment Review Committee for the International/Balanced/Fixed-Income Funds (the “IBF IRC”) currently consists of four (4) Independent Trustees and one (1) Trustee who is an “interested person,” as defined in the 1940 Act. The following Trustees serve as members of the IBF IRC: Ms. Baldwin and Messrs. Boyer, Kenny, Mathews and Vincent. Mr. Boyer currently serves as Chairperson of the IBF IRC. The IBF IRC, which currently meets regularly six (6) times per year, held eight (8) meetings during the fiscal year ended December 31, 2009.

Nominating and Governance Committee . The Board has established a Nominating and Governance Committee for the purpose of, among other things: (1) identifying and recommending to the Board candidates it proposes for nomination to fill Independent Trustee vacancies on the Board; (2) reviewing workload and capabilities of Independent Trustees and recommending changes to the size or composition of the Board, as necessary; (3) monitoring regulatory developments and recommending modifications to the Committee’s responsibilities; (4) considering and, if appropriate, recommending the creation of additional committees or changes to Trustee policies and procedures based on rule changes and “best practices” in corporate governance; (5) conducting an annual review of the membership and chairpersons of all Board committees and of practices relating to such membership and chairpersons; (6) undertaking a periodic study of compensation paid to independent board members of investment companies and making recommendations for any compensation changes for the Independent Trustees; (7) overseeing the Board’s annual self evaluation process; (8) developing (with assistance from management) an annual meeting calendar for the board and its committees; and (9) overseeing actions to facilitate

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attendance by Independent Trustees at relevant educational seminars and similar programs.

In evaluating potential candidates to fill Independent Trustee vacancies on the Board, the Nominating and Governance Committee will consider a variety of factors, but it has not at this time set any specific minimum qualifications that must be met. Specific qualifications of candidates for Board membership will be based on the needs of the Board at the time of nomination. The Nominating and Governance Committee will consider nominations received from shareholders and shall assess shareholder nominees in the same manner as it reviews nominees that it identifies initially as potential candidates. A shareholder nominee for Trustee should be submitted in writing to the Trust’s Secretary. Any such shareholder nomination should include at least the following information as to each individual proposed for nominations as Trustee: such person’s written consent to be named in a proxy statement as a nominee (if nominated) and to serve as a Trustee (if elected), and all information relating to such individual that is required to be disclosed in the solicitation of proxies for election of Trustees, or is otherwise required, in each case under applicable federal securities laws, rules and regulations, including such information as the Board may reasonably deem necessary to satisfy its oversight and due diligence duties.

The Secretary shall submit all nominations received in a timely manner to the Nominating and Governence Committee. To be timely in connection with a shareholder meeting to elect Trustees, any such submission must be delivered to the Portfolios’ Secretary not earlier than the 90th day prior to such meeting and not later than the close of business on the later of the 60th day prior to such meeting or the 10th day following the day on which public announcement of the date of the meeting is first made, by either the disclosure in a press release or in a document publicly filed by the Portfolios with the SEC.

The Nominating and Governance Committee consists of four (4) Independent Trustees: Mses. Baldwin and Chadwick and Messrs. Kenny and Vincent. Ms. Baldwin currently serves as Chairperson of the Nominating and Governance Committee. The Nominating and Governance Committee, which currently meets regularly four (4) times per year, held nine (9) meetings during the fiscal year ended December 31, 2009.

The Board’s Risk Oversight Role

The day-to-day management of various risks relating to the administration and operation of the Portfolios is the responsibility of management and other service providers retained by the Board or by management, most of whom employ professional personnel who have risk management responsibilities. The Board oversees this risk management function consistent with and as part of its oversight duties. The Board performs this risk management oversight function directly and, with respect to various matters, through its committees. The following description provides an overview of many, but not all, aspects of the Board’s oversight of risk management for the Portfolios. In this connection, the Board has been advised that it is not practicable to identify all of the risks that may impact the Portfolios or to develop procedures or controls that are designed to eliminate all such risk exposures, and that applicable securities law regulations do not contemplate that all such risks be identified and addressed.

The Board, working with management personnel and other service providers, has endeavored to identify the primary risks that confront the Portfolios. In general, these risks include, among others, investment risks, credit risks, liquidity risks, valuation risks, operational risks, reputational risks, regulatory risks, risks related to potential legislative changes and the risk of conflicts of interest affecting ING affiliates in managing the Portfolios. The Board has adopted and periodically reviews various policies and procedures that are designed to address these and other risks confronting the Portfolios. In addition, many service providers to the Portfolios have adopted their own policies, procedures and controls designed to address particular risks to the Portfolios. The Board and persons retained to render advice and service to the Board periodically review and/or monitor changes to and developments relating to the effectiveness of these policies and procedures.

The Board oversees risk management activities in part through receipt and review by the Board or its committees of regular and special reports, presentations and other information from officers of the Trust, including the CCOs for the Trust and its investment adviser and the Trust’s Chief Investment Risk Officer (“CIRO”), and from other service providers. For example, management personnel and the other persons make regular reports and presentations to (1) the Compliance Committee regarding compliance with regulatory requirements, (2) the Investment Review Committees regarding investment activities and strategies that may pose particular risks, (3) the Audit Committee with respect to financial reporting controls and internal audit activities, (4) the Nominating and Governance Committee regarding corporate governance and best practice developments, and (5) the Contracts Committee regarding regulatory and related developments that might impact the retention of service providers to the Trust. The CIRO oversees an Investment Risk Department (“IRD”) that provides an independent source of analysis and research for Board members in connection with their oversight of the investment process and performance of portfolio managers. Among its other duties, the IRD seeks to

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identify, and where practicable, measure the investment risks being taken by each Fund’s portfolio managers. Although the IRD works closely with management of the Trust in performing its duties, the CIRO is directly accountable to and maintains an ongoing dialogue with the Independent Trustees.

Qualifications of the Trustees

The Board believes that each of the Trustees is qualified to serve as a Trustee of the Trust based on its review of the experience, qualifications, attributes and skills of each Trustee. The Board bases this conclusion on its consideration of various criteria, no one of which is controlling. Among others, the Board has considered the following factors with respect to each Trustee: strong character and high integrity; an ability to review, evaluate, analyze and discuss information provided; the ability to exercise effective business judgment in protecting shareholder interests while taking into account different points of views; a background in financial, investment, accounting, business, regulatory or other skills that would be relevant to the performance of a Trustee’s duties; the ability and willingness to commit the time necessary to perform his or her duties; and the ability to work in a collegial manner with other Board members. Each Trustee’s ability to perform his or her duties effectively is evidenced by his or her: experience in the investment management business; related consulting experience; other professional experience; experience serving on the boards of directors of other public companies; educational background and professional training; prior experience serving on the Board of Trustees of the Trust, as well as the boards of other investment companies in the ING Funds Complex and/or of other investment companies; and experience as attendees or participants in conferences and seminars that are focused on investment company matters and/or duties that are specific to board members of registered investment companies.

Information indicating certain of the specific experience and qualifications of each Trustee relevant to the Board’s belief that the Trustee should serve in this capacity is provided in the table above in the section entitled “Information Regarding Individual Board Members of the Trust.” That table includes, for each Trustee, positions held with the Trust, the length of such service, princiapl occupations during the past five years, the number of series within the ING Funds Complex for which the Trustee serves as a Board member and certain directorships held during the past five years. Set forth below are certain additional specific experiences, qualifications, attributes or skills that the Board believes support a conclusion that each Trustee should serve as a Board member in light of the Trust’s business and structure.

Colleen D. Baldwin has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2007. She also has served as the Chairperson of the Board’s Nominating and Governance Committee since 2009. Ms. Baldwin has been President of Glautaum Partners, LLC, a business consulting firm, since 2009. Prior to that, she served in senior positions at the following financial services firms: Chief Operating Officer for Ivy Asset Management, Inc. (2002-2004), a hedge fund manager; Chief Operating Officer and Head of Global Business and Product Development for AIG Global Investment Group (1995-2002), a global investment management firm; Senior Vice President at Bankers Trust Company (1994-1995); and Senior Managing Director at J.P. Morgan & Company (1987-1994). In addition to her undergraduate degree, Ms. Baldwin has an MBA degree from Pace University. These positions and experiences have provided Ms. Baldwin with a strong background in asset management matters and in the oversight of related service activities.

John V. Boyer has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2005. He also has served as Chairperson of the Trust’s IBF IRC since 2006 and, prior to that, as Chairperson of the Trust’s Compliance Committee. Since 2008, Mr. Boyer has been President of the Bechtler Arts Foundation for which, among his other duties, Mr. Boyer oversees all fiduciary aspects of the Foundation and assists in the oversight of the Foundation’s endowment portfolio. Previously, he served as President and Chief Executive Officer of the Franklin and Eleanor Roosevelt Institute (2006-2007) and as Executive Director of The Mark Twain House & Museum (1989-2006) where he was responsible for overseeing business operations, including endowment portfolios. He also served as a board member of certain predecessor mutual funds of the ING Fund Complex (1997-2005). In addition to his undergraduate degree, Mr. Boyer has an MFA degree from Princeton University. These positions and experiences have provided Mr. Boyer with a strong background in business management, asset management oversight and related service activities.

Patricia W. Chadwick has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2006. She also has served as Chairperson of the Trust’s DE IRC since 2007. Since 2000, Ms. Chadwick has been the Founder and President of Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy. She also is a trustee of The Royce Fund (since 2009), a director of Wisconsin Energy Corp. (since 2006) and AMICA Mutual Insurance Company (since 1992). Previously, she served in senior roles at several major financial services firms where her duties included the management of corporate pension funds, endowments and foundations, as well as management responsibilities for an asset management business. These positions and

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experiences have provided Ms. Chadwick with a strong background in asset management matters and in the oversight of related service providers.

Robert W. Crispin has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2007. He formerly served as Chairman and Chief Executive Officer of ING Investment Management Co. (2001-2007), an investment sub-adviser to many of the funds in the ING Fund Complex, and in other senior positions in financial service firms. These positions and experiences have provided Mr. Crispin with a strong background in investment management and distribution activities and related administrative oversight activities, as well as with extensive knowledge of many of the Trust’s key service providers.

Peter S. Drotch has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2007. Prior to his retirement in 2000, he was a partner at the accounting firm of PricewaterhouseCoopers LLP, where he was the leader of the firm’s asset management practice group and acquired extensive experience with respect to audits and other financial matters relating to registered investment companies. Since his retirement, he also has served on the boards of registered investment companies in other fund comlexes (the State Street Research Funds and BlackRock Funds) from 2005 to 2007 and as a consultant with respect to investment company regulatory compliance matters. In addition to his undergraduate degree, Mr. Drotch is a Certified Public Accountant. These positions and experiences have provided Mr. Drotch with a strong background in financial reporting, compliance and internal control matters relating to registered investment companies.

J. Michael Earley has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2002. He also has served as Chairperson of the Trust’s Audit Committee since 2003. Mr. Earley retired in 2008 as President and Chief Executive Officer of Bankers Trust Company, N.A. (Des Moines, Iowa), where he had worked since 1992. He also has served on the boards of directors of that company (1992-2009) and of Midamerica Financial Corporation (2002-2009), and as a board member of certain predecessor mutual funds of the ING Fund Complex (1997-2002). In addition to his undergraduate degree, Mr. Earley has a JD degree from the University of Iowa. These positions and experiences have provided Mr. Earley with a strong background in management matters relating to financial institutions and with respect to financial reporting and internal controls matters.

Patrick W. Kenny has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2005. He also has served as the Chairperson of the Trust’s Compliance Committee since 2006. He previously served as President and Chief Executive Officer (2001-2009) of the International Insurance Society (insurance trade association), Executive Vice President (1998-2001) of Frontier Insurance Group (property and casualty insurance company), Senior Vice President (1995-1998) of SS&C Technologies (software and technology company), Chief Financial Officer (1988-1994) of Aetna Life & Casualty Company (multi-line insurance company), and as Partner (until 1988) of KPMG (accounting firm). Mr. Kenny currently serves (since 2004) on the board of directors of Assured Guaranty Ltd. (provider of financial guaranty insurance) and previously served on the boards of Odyssey Re Holdings Corporation (multi-line reinsurance company) (2006-2009) and of certain predecessor mutual funds of the ING Fund Complex (2002-2005). In addition to his undergraduate degree, Mr. Kenny has an MS degree from the University of Missouri and is a Certified Public Accountant. These positions and experiences have provided Mr. Kenny with a strong background in financial, accounting, insurance and management matters.

Shaun P. Mathews has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2007. He also is President and Chief Executive Officer of ING Investments, LLC (2006 to present). Mr. Mathews previously served as President of ING Mutual Funds and Investment Products (2004-2006) and several other senior management positions in various aspects of the financial services business. These positions and experiences have provided Mr. Mathews with extensive investment management, distribution and oversight experience, as well as with extensive direct knowledge of many of the Trust’s key service providers.

Sheryl K. Pressler has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2006. She also has served as Chairperson of the Trust’s Contracts Committee since 2007. Ms. Pressler has served as a consultant on financial matters since 2001. Previously, she held various senior positions involving financial services, including as Chief Executive Officer (2000-2001) of Lend Lease Real Estate Investments, Inc. (real estate investment management and mortgage servicing firm), Chief Investment Officer (1994-2000) of California Public Employees’ Retirement System (state pension fund), and Director of Retirement Funds Management (1981-1994) of McDonnell Douglas Corporation (aircraft manufacturer). In addition to her undergraduate degree, Ms. Pressler has an MBA degree from Washington University. These positions and experiences have provided Ms. Pressler with extensive experience in asset management and retirement service matters, as well as management oversight of such operations.

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Roger B. Vincent has been a Trustee of the Trust and a board member of other investment companies in the ING Fund Complex since 2002. He also has served as Chairman of the Board of Trustees since 2007 and he previously served as Chairperson of Contracts Committee and the Domestic Equity Funds Investment Review Committee. Mr. Vincent currently is President (since 1989) of Springwell Corporation (corporate finance firm) and a Director of UGI Corporation and UGI Utilities, Inc. (since 2006). He previously worked for 20 years at Bankers Trust Company. He also previously served as a Director of AmeriGas Partners, L.P. (1998-2006), Tatham Offshore, Inc. (1996-2000) and Petrolane, Inc. (1993-1995), and as a board member of certain predecessor funds of the ING Fund Complex (1994-2002). Mr. Vincent is a frequent speaker or panelist at mutual fund industry conferences and seminars. In addition to his undergraduate degree, Mr. Vincent has an MBA degree from Harvard University. These positions and experiences have provided Mr. Vincent with extensive experience in financial management and oversight matters.

Trustee Ownership of Securities

In order to further align the interests of the Independent Trustees with shareholders, it is the policy of the Board for Independent Trustees to own, beneficially, shares of one or more funds in the ING Fund Complex at all times (“Ownership Policy”). For this purpose, beneficial ownership of Fund shares includes, in addition to direct ownership of ING Fund shares, ownership of a variable annuity contract or a variable life insurance policy whose proceeds are invested in an ING Fund within the ING Fund Complex, as well as deferred compensation payments under the Board’s deferred compensation arrangements pursuant to which the future value of such payments is based on the notional value of designated ING Funds within the ING Fund Complex.

Under this Ownership Policy, the initial value of investments in the ING Fund Complex that are beneficially owned by a Trustee must equal at least $100,000. Existing Trustees were provided with a reasonable amount of time, not to exceed three years, from the date upon which the minimum ownership requirement was set at $100,000 (in July 2007) in order to satisfy the foregoing requirements. The Ownership Policy provides that a new Trustee shall satisfy the foregoing requirements within a reasonable amount of time, not to exceed three years, after becoming a Trustee. A decline in the value of any Fund investments will not cause a Trustee to have to make any additional investments under this Ownership Policy. As of December 31, 2009, all Independent Trustees were in compliance with the Ownership Policy.

Investment in mutual funds of the ING Funds Complex by the Trustees pursuant to this Ownership Policy are subject to (1) policies, applied by the mutual funds of the ING Funds Complex to other similar investors, that are designed to prevent inappropriate market timing trading practices, and (2) to any provisions of the ING Funds’ Code of Ethics that otherwise apply to the Trustees.

Set forth in the table below is the dollar range of equity securities owned by each Trustee as of December 31, 2009:

Name of Trustee	Dollar Range of Equity Securities in each Portfolio as of December 31, 2009	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Trustee in Family of Investment Companies
INDEPENDENT TRUSTEES
Colleen D. Baldwin	None	Over $100,000(1)
John V. Boyer	None	Over $100,000
Patricia W. Chadwick	None	Over $100,000
Peter S. Drotch	None	$50,001 - $100,000
J. Michael Earley	None	Over 100,000
Patrick W. Kenny	None	Over $100,000 Over $100,000(1)
Sheryl K. Pressler	None	Over $100,000(1)
Roger B. Vincent	None	Over $100,000 Over $100,000(1)
TRUSTEES WHO ARE “INTERESTED PERSONS”
Robert W. Crispin	None	None
Shaun P. Mathews	None	Over $100,000 $10,001- $50,000(1)

(1) Held in a deferred compensation account.

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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 Fund’s Adviser or Principal Underwriter, and the ownership of securities in an entity controlling, controlled by or under common control with the Adviser or Principal Underwriter of the Fund (not including registered investment companies) as of December 31, 2009.

Name of Trustee

Name of
Owners and
Relationship
to Trustee

Company

Title of Class

Value of
Securities

Percentage of
Class

Colleen D. Baldwin

N/A

John V. Boyer

N/A

Patricia W. Chadwick

N/A

Peter S. Drotch

N/A

J. Michael Earley

N/A

Patrick W. Kenny

N/A

Sheryl K. Pressler

N/A

Roger B. Vincent

N/A

Compensation of Trustees

Each Trustee is reimbursed for reasonable expenses incurred in connection with each meeting of the Board or any Committee meeting attended. Each Independent Trustee is compensated for his or her services on a quarterly basis according to a fee schedule adopted by the Board. The current fee schedule consists only of an annual retainer, compensation for Board and Committee Chairpersons, and additional compensation for attendance at regularly scheduled meetings. The Board may from time to time designate other meetings as subject to compensation.

Effective January 1, 2010, each Portfolio pays each Trustee who is not an interested person of a Portfolio a pro rata share, as described above, of: (i) an annual retainer of $200,000; (ii) Mr. Vincent, as Chairperson of the Board, receives an additional annual retainer of $80,000; (iii) Mses. Baldwin, Chadwick and Pressler and Messrs. Earley, Boyer and Kenny as Chairpersons of Committees of the Board, each receives an additional annual retainer of $25,000, $30,000, $65,000, $25,000, $30,000 and $25,000, respectively; (iv) $8,000 per attendance at any of the regularly scheduled meetings (four (4) quarterly meetings, two (2) auxiliary meetings, two (2) annual contract review meetings, and any other meetings as designated by the Board): and (v) out-of-pocket expenses. The pro rata share paid by each Portfolio is based on each Portfolio’s average net assets as a percentage of the average net assets of all the funds managed by the Adviser or its affiliate, Directed Services LLC, for which the Trustees serve in common as Trustees.

Prior to January 1, 2010, each Portfolio paid each Trustee who was not an interested person a pro rata share, as described above, of: (i) an annual retainer of $200,000; (ii) Mr. Vincent, as Chairperson of the Board, received an additional annual retainer of $75,000; (iii) Mses. Baldwin, Chadwick and Pressler and Messrs. Earley, Boyer and Kenny, as Chairpersons of Committees of the Board, each received an additional annual retainer of $15,000, $40,000, $60,000, $30,000, $40,000 and $30,000, respectively; and (iv) out-of-pocket expenses.

For a period prior to May 9, 2007, compensation earned by Independent Trustees included both a current cash component and a conditional cash component that would be payable upon an Independent Trustee’s termination of service on the Board by reason of retirement, death or disability. Under this conditional compensation component, each person who was an Independent Trustee on or before May 9, 2007, and who will have served as an Independent Trustee for five or more years for one or more ING Funds prior to his or her retirement from the Board, death or disability, is entitled to a payment, as partial compensation for Board service prior to May 9, 2007. This payment will be in an amount equal to $400,000 if that person had served as Trustee for at least five years as of May 9, 2007, or in a lesser amount calculated based on the proportion of time served by such Trustee (as compared to five years) as of

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May 9, 2007. This amount shall be paid by the investment company registrants on whose Board the Independent Trustee was serving at the time of his or her retirement, provided that those registrants were operational as of May 9, 2007. An Independent Trustee can elect to receive his or her payment described above in a lump sum or in three substantially equal payments.

The following table sets forth information provided by the Portfolios’ adviser regarding compensation of the Trustees by each Portfolio and other funds managed by the adviser and its affiliates for the fiscal year ended December 31, 2009. Officers of the Trust and Trustees who are interested persons of the Trust do not receive any compensation from the Trust or any other funds managed by the adviser or its affiliates.

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Name of Person, Position	Series 3(1)		Series 4(2)		Series 5		Series 6		Series 7		Series 8		Pension or Retirement Benefits Accrued as Part of Portfolio Expenses	Estimated Annual Benefits upon Retirement	Total Compensation from Portfolios and Fund Complex Paid to Trustees (3)(4)
Colleen D. Baldwin(5) Trustee	$	63	$	50	$	69	$	135	$	91	$	58	N/A	N/A	$	240,000	(6)
John V. Boyer Trustee	$	70	$	56	$	70	$	137	$	92	$	59	N/A	N/A	$	240,000
Patricia W. Chadwick Trustee	$	70	$	56	$	70	$	137	$	92	$	59	N/A	N/A	$	240,000
Robert W. Crispin(7) Interested Trustee	N/A		N/A		N/A		N/A		N/A		N/A		N/A	N/A	N/A
Peter S. Drotch Trustee	$	59	$	46	$	58	$	114	$	77	$	49	N/A	N/A	$	200,000
J. Michael Earley Trustee	$	67	$	53	$	67	$	132	$	86	$	57	N/A	N/A	$	230,000
R. Barbara Gitenstein(8) Trustee	$	0	$	0	$	36	$	71	$	48	$	30	N/A	N/A	$	133,333
Patrick W. Kenny(5) Trustee	$	67	$	53	$	67	$	132	$	89	$	57	N/A	N/A	$	230,000
Shaun P. Mathews(7) Interested Trustee	N/A		N/A		N/A		N/A		N/A		N/A		N/A	N/A	N/A
Walter H. May(9) Trustee	$	104	$	45	$	30	$	61	$	40	$	26	N/A	N/A	$	87,333
Sheryl K. Pressler Trustee	$	76	$	60	$	76	$	149	$	100	$	64	N/A	N/A	$	260,000
Roger Vincent(5) Chairman and Trustee	$	81	$	64	$	80	$	157	$	106	$	68	N/A	N/A	$	275,000

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Name of Person, Position	Series 9		Series 10		Series 11		Series 12		Series 13		Series 14		Pension or Retirement Benefits Accrued as Part of Portfolio Expenses	Estimated Annual Benefits upon Retirement	Total Compensation from Portfolios and fund Complex Paid to Trustees (3)(4)
Colleen D. Baldwin(5) Trustee	$	46	$	38	$	47	$	68	$	122	$	280	N/A	N/A	$	240,000	(6)
John V. Boyer Trustee	$	46	$	38	$	48	$	69	$	124	$	287	N/A	N/A	$	240,000
Patricia W. Chadwick Trustee	$	46	$	38	$	48	$	69	$	124	$	287	N/A	N/A	$	240,000
Robert W. Crispin(7) Interested Trustee	N/A		N/A		N/A		N/A		N/A		N/A		N/A	N/A	N/A
Peter S. Drotch Trustee	$	38	$	32	$	40	$	58	$	103	$	239	N/A	N/A	$	200,000
J. Michael Earley Trustee	$	44	$	37	$	46	$	66	$	119	$	275	N/A	N/A	$	230,000
R. Barbara Gitenstein(8) Trustee	$	24	$	20	$	25	$	34	$	61	$	134	N/A	N/A	$	133,333
Patrick W. Kenny(5) Trustee	$	44	$	37	$	46	$	66	$	119	$	275	N/A	N/A	$	230,000
Shaun P. Mathews(7) Interested Trustee	N/A		N/A		N/A		N/A		N/A		N/A		N/A	N/A	N/A
Walter H. May(9) Trustee	$	20	$	17	$	22	$	32	$	67	$	145	N/A	N/A	$	87,333
Sheryl K. Pressler Trustee	$	50	$	42	$	52	$	75	$	134	$	311	N/A	N/A	$	260,000
Roger Vincent(5) Chairman and Trustee	$	53	$	44	$	55	$	79	$	142	$	329	N/A	N/A	$	275,000

(1)	The Portfolio matured March, 2009.
(2)	The Portfolio matured June, 2009.
(3)	Trustee compensation includes compensation paid by funds that are not discussed in the Prospectuses or SAI.
(4)	Represents compensation from 137 funds (total in complex as of December 31, 2009).
(5)	During fiscal year ended December 31, 2009, Ms. Baldwin, Mr. Kenny, and Mr. Vincent deferred $50,000, $57,500 and $68,750 of their compensation, respectively, from the Fund Complex.
(6)	December 2009 includes a one-time payment of $25,000 for services as the Nominating and Governance Committee Chairperson.
(7)	“Interested person,” as defined in the 1940 Act, of the Trust because of the affiliation with ING Groep, N.V., the parent corporation of the adviser and distributor to the Trust.
(8)	Dr. Gitenstein retired as Trustee effective September 10, 2007. August 2009 includes a $133,333 retirement payout representing the final installment of three installments.
(9)	Mr. May retired as Trustee effective January 11, 2007. January 2009 includes a $87,333 retirement payout representing the final installment of three installments.

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CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

Shares of the Portfolios may be offered to insurance companies as depositors of Separate Accounts which are used to fund Variable Contracts. 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 Portfolios will be voted for each account in the same proportion as directed shares.

As of April 7, 2010 the officers and Trustees owned less than 1% of the outstanding shares of any of the Portfolios.

As of that date, to the knowledge of management, no person owned beneficially or of record more than 5% of the outstanding shares of any class of any of the Portfolios, except as set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.

Control is defined by the 1940 Act as the beneficial ownership, either directly or through one or more controlled companies, of more than 25% of the voting securities of a company. A control person may be able to take action regarding the Portfolios without the consent or approval of shareholders.

As of April 7, 2010 insurance affiliates of the Portfolios had the following interests in the Portfolios:

Portfolio	Name / Address	Percentage of the Portfolio
ING GET U.S. Core Series 5	ING USA Annuity and Life Insurance Company 1475 Dunwoody Dr. West Chester, PA 19380-1478	76.08%
ING GET U.S. Core Series 13	ING Life Insurance & Annuity Company ATTN: Valuation Unit-TN41 One Orange Way B3N Windsor, CT 06095	48.40%
ING GET U.S. Core Series 14	ING USA Annuity and Life Insurance Company 1475 Dunwoody Dr. West Chester, PA 19380-1478	67.51%
ING GET U.S. Core Series 14	Reliastar Life Insurance Company of New York 151 Farmington Ave. TN41 Hartford, CT 06156-0001	14.32%
ING GET U.S. Core Series 14	ING Life Insurance & Annuity Company ATTN: Valuation Unit-TN41 One Orange Way B3N Windsor, CT 06095	18.17%

ADVISER

ING Investments, LLC (“ING Investments” or “Adviser”) serves as the Adviser to the Portfolios pursuant to an investment management agreement between ING Investments and the Trust (“Advisory Agreement”). ING Investments is registered as an investment adviser with the SEC and serves as an investment adviser to registered investment companies (or series thereof), as well as privately managed accounts. ING Investments, subject to the authority of the Board, has the overall responsibility for the management of each Portfolio’s portfolio. ING Investments is a direct, wholly-owned subsidiary of ING Groep (NYSE: ING). ING Groep is a global financial institution of Dutch origin offering banking, investments, life insurance and retirement services to over 75 million private, corporate and institutional clients in more than 50 countries. With a diverse workforce of about 125,000 people, ING Groep comprises a broad spectrum of prominent companies that increasingly serve their clients under

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the ING brand. The principal executive offices of ING Groep are located at Amstelveenseweg 500, 1081 KL, P.O. Box 810, 1000 AV Amsterdam, Netherlands. DSL is registered with the SEC as an investment adviser.

ING Investments, subject to the authority of the Trustees, serves as the Adviser to the Portfolios and has overall responsibility for the management of the Portfolios’ portfolio, subject to delegation of certain responsibilities to ING Investments Management Co. (“ING IM” or “Sub-Adviser”) as the sub-adviser for the Portfolios. The Advisory Agreement requires ING Investments to oversee the provision of all investment advisory and portfolio management services for the Portfolios. ING Investments oversees the investment management of the Sub-Adviser for the Portfolios.

The Advisory Agreement requires the Adviser to provide, subject to the supervision of the Board, investment advice and investment services to the Portfolios and to furnish advice and recommendations with respect to investment of each Portfolio’s assets and the purchase or sale of its portfolio securities. The Adviser also provides investment research and analysis. The Advisory Agreement provides that the Adviser is not subject to liability to the Portfolios for any act or omission in the course of, or connected with, rendering services under the Advisory Agreement, except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties under the Advisory Agreement.

After an initial two year term, the Advisory Agreement continues in effect from year to year so long as such continuance is specifically approved at least annually by: (a) the Board of Trustees; or (b) the vote of a “majority” (as defined in the 1940 Act) of a Portfolio’s outstanding shares voting as a single class; provided, that in either event the continuance is also approved by at least a majority of the Board of Trustees who are not “interested persons” (as defined in the 1940 Act) of the Adviser by vote cast in person at a meeting called for the purpose of voting on such approval.

The Advisory Agreement is terminable without penalty with no less than 60 days’ notice by the Board of Trustees or by a vote of the holders of a majority of a Portfolio’s outstanding shares voting as a single class, or upon no less than 60 days’ notice by the Adviser. The Advisory Agreement will terminate automatically in the event of its “assignment” (as defined in the 1940 Act).

For information regarding the Board’s approval of the Portfolios’ investment advisory or investment sub-advisory relationships, please refer to the Portfolios’ annual shareholder report dated December 31, 2009.

ADVISORY FEES

The Adviser bears the expense of providing its services, and pays the fees of the Sub-Adviser. For its services, each Portfolio pays the Adviser, expressed as an annual fee, payable monthly, as described in the Prospectuses. In addition, to seek to achieve a return on uninvested cash or for other reasons, a Portfolio may invest its assets in ING Institutional Prime Money Market Fund and/or one or more other money market funds advised by ING affiliates (“ING Money Market Funds”). A Portfolio’s purchase of shares of an ING Money Market Fund will result in the Portfolio paying a proportionate share of the expenses of the ING Money Market Fund. The Portfolios’ Adviser will waive its fee in an amount equal to the advisory fee received by the adviser of the ING Money Market Fund in which the Portfolio invests resulting from the Portfolio’s investment into the ING Money Market Fund.

Listed below are the Advisory fees paid to the Adviser for the fiscal years ending December 31, 2009, 2008, and 2007.

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ING GET U.S. CORE PORTFOLIO	2009		2008		2007
Series 5	$	121,879	$	149,307	$	204,389
Series 6	$	238,992	$	303,737	$	417,086
Series 7	$	160,417	$	203,007	$	297,685
Series 8	$	102,541	$	132,444	$	193,442
Series 9	$	80,059	$	98,450	$	151,298
Series 10	$	66,266	$	86,982	$	143,006
Series 11	$	83,898	$	104,325	$	172,965
Series 12	$	119,734	$	193,323	$	307,416
Series 13	$	214,959	$	365,190	$	514,905
Series 14	$	494,673	$	679,659	$	457,475

SUB-ADVISER

The Advisory Agreement for the Portfolios provides that the Adviser, with the approval of the Board, may select and employ investment advisers to serve as Sub-Adviser for the Portfolios, and shall monitor the Sub-Adviser’s investment programs and results, and coordinate the investment activities of the Sub-Adviser to ensure compliance with regulatory restrictions. The Adviser pays all of its expenses arising from the performance of its obligations under the Advisory Agreement, including all fees payable to the Sub-Adviser and executive salaries and expenses of the Trustees and officers of the Fund who are employees of the Adviser or its affiliates. The Sub-Adviser pays all of its expenses arising from the performance of its obligations under the Sub-Advisory Agreements.

Pursuant to a Sub-Advisory Agreement between the Adviser and ING IM, ING IM acts as the Sub-Adviser to the Portfolios. In this capacity, ING IM, subject to the supervision and control of the Adviser and the Trustees of the Fund, manages the Portfolios’ portfolio investments consistently with its investment objectives and executes each Portfolio’s investment policies that it deems appropriate to utilize from time to time. Fees payable under the Sub-Advisory Agreement accrue daily and are paid monthly by the Adviser. The principal address of ING IM is 230 Park Avenue, New York, New York 10169

The Sub-Advisory Agreement may be terminated by: (1) the Adviser upon sixty (60) days’ written notice to the Trust and the Sub-Adviser; (2) at any time, without payment of a penalty by a Portfolio, by the Board or a majority of the outstanding voting securities of a Portfolio upon sixty (60) days’ written notice to the Adviser and Sub-Adviser; or (3) by the Sub-Adviser, upon ninety (90) days’ written notice, unless a Portfolio or the Adviser requests additional time to find a replacement for the Sub-Adviser, in which case the Sub-Adviser shall allow additional time, not to exceed thirty (30) additional days beyond the initial ninety-day notice period; provided, however, that the Sub-Adviser can terminate the contract at any time, if the Sub-Adviser or the Adviser is legally incapable of providing services under the contract or ceases to be a registered investment adviser or the Sub-Adviser did not receive compensation for performance of its services. The Sub-Advisory Agreement will terminate automatically in the event of an “assignment,” as defined in the 1940 Act.

Sub-Advisory Fees

As compensation to the Sub-Adviser for its services to the Portfolios, the Adviser pays the Sub-Adviser a monthly fee in arrears equal to the following expressed as an annual rate as a percentage of each Portfolio’s average daily net assets managed during the month:

OFFERING PERIOD		0.1125	%
GUARANTEE PERIOD		0.270	%(1)

(1) To seek to achieve a return on uninvested cash or for other reasons, a Portfolio may invest its assets in ING Institutional Prime Money Market Fund and/or one or more other money market funds advised by ING affiliates (“ING Money Market Funds”). A Portfolio’s purchase of shares of an ING Money Market Fund will result in the Portfolio paying a proportionate share of the expenses of the ING Money Market Fund. A Portfolio’s Sub-Adviser will waive its

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fee in an amount equal to the sub-advisory fee received by the sub-adviser of the ING Money Market Fund in which the Portfolio invests resulting from the Portfolio’s investment into the ING Money Market Fund.

Listed below are the Sub-Advisory Fees paid the Sub-Adviser for the fiscal years ending December 31, 2009, 2008, and 2007:

ING GET U.S. CORE PORTFOLIO	2009		2008		2007
Series 5	$	54,792	$	67,145	$	97,988
Series 6	$	107,495	$	136,627	$	187,628
Series 7	$	72,152	$	91,308	$	133,873
Series 8	$	46,125	$	59,576	$	87,026
Series 9	$	36,010	$	44,282	$	68,063
Series 10	$	29,805	$	39,116	$	64,329
Series 11	$	37,734	$	46,913	$	77,810
Series 12	$	53,858	$	86,965	$	138,288
Series 13	$	96,697	$	164,257	$	231,628
Series 14	$	222,603	$	305,846	$	205,869

PORTFOLIO MANAGERS

Other Accounts Managed

The following table shows the accounts and total assets in the accounts managed by each portfolio manager of the Portfolios as of December 31, 2009.

	Registered Investment Companies				Other Pooled Investment Vehicles			Other Accounts
Portfolio Manager	Number of Accounts		Total Assets		Number of Accounts	Total Assets		Number of Accounts		Total Assets
Vincent Costa	40		$	13,468,026,203	6	$	302,272,690	19	(1)	$	2,777,279,251
Christine Hurtsellers	16		$	4,244,537,271	18	$	2,605,313,940	55		$	94,903,784,680
Michael Hyman	16		$	4,244,537,271	18	$	2,605,313,940	55		$	94,903,784,680
Paul Zemsky	56	(2)	$	21,049,147,565	13	$	310,646,159	0		$	0

(1) 1 of these accounts with total assets of $50,899,129 has an advisory fee that is based on the performance of the account.

(2) 2 of these accounts with total assets of $760,777,991 have an advisory fee based on the performance of the accounts.

Potential Conflicts of Interest

A portfolio manager may be subject to potential conflicts of interest because the portfolio manager is responsible for other accounts in addition to a Portfolio. These other accounts may include, among others, other mutual funds, separately managed advisory accounts, commingled trust accounts, insurance separate accounts, wrap fee programs and hedge funds. Potential conflicts may arise out of the implementation of differing investment strategies for the portfolio manager’s various accounts, the allocation of investment opportunities among those accounts or differences in the advisory fees paid by the portfolio manager’s accounts.

A potential conflict of interest may arise as a result of the portfolio manager’s responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the portfolio manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment.

A portfolio manager may also manage accounts whose objectives and policies differ from those of a Portfolio. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by

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the portfolio manager may have adverse consequences for another account managed by the portfolio manager. For example, if an account were to sell a significant position in a security, which could cause the market price of that security to decrease, while a Portfolio maintained its position in that security.

A potential conflict may arise when a portfolio manager is responsible for accounts that have different advisory fees - the difference in the fees may create an incentive for the portfolio manager to favor one account over another, for example, in terms of access to particularly appealing investment opportunities. This conflict may be heightened where an account is subject to a performance-based fee.

As part of its compliance program, ING IM has adopted policies and procedures reasonably designed to address the potential conflicts of interest described above.

Finally, a potential conflict of interest may arise because the investment mandates for certain other accounts, such as hedge funds, may allow extensive use of short sales, which, in theory could allow them to enter into short positions in securities where other accounts hold long positions. ING IM has policies and procedures reasonably designed to limit and monitor short sales by the other accounts to avoid harm to the Portfolios.

Compensation Structure of Portfolio Managers

The portfolio managers of the Portfolios (“Portfolio Managers”), compensation consists of: (a) fixed base salary; (b) cash bonus which is based on ING IM’s performance, one - and three - year pre-tax performance of the accounts the portfolio managers are primarily and jointly responsible for relative to account benchmarks and peer universe performance, and revenue growth of the accounts they are responsible for; and (c) (for all except William Liebler) long-term equity awards tied to the performance of our parent company, ING Groep.

The Portfolio Managers are also eligible to participate in an annual cash incentive plan. The overall design of the annual incentive plan was developed to tie pay to both performance and cash flows, structured in such a way as to drive performance and promote retention. As with base salary compensation, target awards are determined and set based on external market data. Investment performance is measured on both relative and absolute performance. ING IM has defined the comparative peer group (here, for the Equity Component the S&P 500 ® Index and for the Fixed Component the Barclays Capital U.S. Aggregate Bond Index) and set performance goals to appropriately reflect requirements for the investment team. The measures for each team are outlined on a “scorecard” that is reviewed on an annual basis. The scorecard measures investment performance versus a comparative peer group over the past calendar year and factors in year-to-date net cash flow (changes in the accounts’ net assets not attributable to changes in the value of the accounts’ investments) for mutual fund accounts managed by the team.

Based on job function, internal comparators and external market data, portfolio managers participate in the ING Long-Term Incentive Plan. Plan awards are based on the current year’s performance as defined by the ING IM component of the annual incentive plan. The awards vest in three years and are paid in a combination of ING restricted stock, stock options and restricted performance units.

Portfolio Managers whose fixed base salary compensation exceeds a particular threshold may participate in ING’s deferred compensation plan. The plan provides an opportunity to invest deferred amounts of compensation in mutual funds, ING stock or at an annual fixed interest rate. Deferral elections are done on an annual basis and the amount of compensation deferred is irrevocable.

Portfolio Manager Ownership of Securities

The following table shows the dollar range of shares of the Portfolios owned by the portfolio managers as of December 31, 2009, including investments by their immediate family members and amounts invested through retirement and deferred compensation plans.

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PORTFOLIO MANAGER		DOLLAR RANGE OF SECURITIES OF THE PORTFOLIOS OWNED
Vincent Costa		None
Christine Hurtsellers		None
Michael Hyman		None
Paul Zemsky		None

ADMINISTRATOR

ING Funds Services, LLC (“Administrator”), an affiliate of the Adviser, serves as administrator for the Portfolios pursuant to an administration agreement with the Trust (“Administrative Services Agreement”). The Administrator’s principal place of business is 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258. Subject to supervision of thee Board, the Administrator provides all administrative services necessary for operation of the Portfolios except for those services performed by the Adviser under the Advisory Agreement, the Sub-Adviser under the Sub-Advisory Agreement, the custodian for the Portfolios under the Custodian Agreement, the transfer agent under the Transfer Agency Agreement and such other service providers as may be retained by the Administrator from time to time. The Administrator acts as a liaison among these service providers to the Portfolios. The Administrator also furnishes the Portfolios with adequate personnel, office space, communications facilities and other facilities necessary for the operation of the Portfolios. These services 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. According to the Agreement, the Administrator will pay all expenses incurred by it in connection with its activities, except such expenses as are assumed by the Trust under the Agreement, including, without limitation, the expenses of preparing registration statements including prospectuses and statements of additional information, shareholder reports and notices, proxy materials, and other documents filed with governmental agencies.

The Administrator 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 Portfolios.

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

ADMINISTRATION FEE		PORTFOLIO ASSETS
0.055%		on the first $5 billion;
0.030%		on all assets over $5 billion

Listed below are the Administrative Service Fees paid for the fiscal years ending December 31, 2009, 2008, and 2007:

ING GET U.S. CORE PORTFOLIO	2009		2008		2007
Series 5	$	11,172	$	13,686	$	18,735
Series 6	$	21,907	$	27,842	$	38,232
Series 7	$	14,704	$	18,609	$	27,287
Series 8	$	9,399	$	12,140	$	17,731
Series 9	$	7,338	$	9,024	$	13,868
Series 10	$	6,074	$	7,973	$	13,108
Series 11	$	7,690	$	9,563	$	15,855
Series 12	$	10,975	$	17,721	$	28,179
Series 13	$	19,704	$	33,475	$	47,198
Series 14	$	45,343	$	62,301	$	47,310

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EXPENSE LIMITATION AGREEMENT

The Adviser has entered into an expense limitation agreement (“Expense Limitation Agreement”) with the Portfolios pursuant to which the Adviser has agreed to waive or limit its fees. In connection with this agreement and certain U.S. tax requirements, the Adviser will assume other expenses so that the total annual ordinary operating expenses of a Portfolio 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 Portfolio’s business, and expenses of any counsel or other persons or services retained by the Portfolios’ Trustees who are not “interested persons” (as defined in the 1940 Act) of the Adviser or Sub-Adviser do not exceed 0.65% during the Offering Period, and 1.00% during the Guarantee Period.

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

The expiration date of the Expense Limitation Agreement for each Portfolio is listed below:

ING GET U.S. CORE PORTFOLIO		EXPIRATION DATE
Series 5		September 9, 2011
Series 6		December 9, 2011
Series 7		March 8, 2012
Series 8		June 7, 2012
Series 9		September 6, 2012
Series 10		December 5, 2012
Series 11		February 28, 2013
Series 12		June 20, 2013
Series 13		December 19, 2013
Series 14		June 19, 2014

The Expense Limitation Agreement is contractual and automatically renews for one-year terms until the expiration dates referenced above unless the Adviser provides written notice to a Portfolio of the termination of the Expense Limitation Agreement within 90 days prior to the end of the then-current term. In addition, the Expense Limitation Agreement shall terminate upon termination of the Advisory Agreement, or it may be terminated by a Portfolio, without payment of any penalty, upon ninety (90) days’ prior written notice to the Adviser at its principal place of business.

CUSTODIAN

The Bank of New York Mellon, One Wall Street, New York, New York 10286, serves as Custodian. The Bank of New York Mellon takes no part in the decisions relating to the purchase or sale of a Portfolio’s portfolio securities.

TRANSFER AGENT

PNC Global Investment Servicing (U.S.) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809 serves as the Transfer Agent and dividend-paying agent for the Portfolios.

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LEGAL COUNSEL

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

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

KPMG LLP serves as the independent registered public accounting firm for the Portfolios. KPMG LLP provides audit services, tax return preparation and assistance and consultation in connection with review of SEC filings. KPMG LLP is located at 99 High Street, Boston, Massachusetts 02110.

PRINCIPAL UNDERWRITER

ING Funds Distributor, LLC (“Distributor”) serves as the Portfolio’s distributor and principal underwriter. The Distributor’s principal office is located at 7337 East Doubletree Ranch Road, Scottsdale, Arizona 85258, has agreed to use its best efforts to distribute the shares as the principal underwriter of each Portfolio pursuant to an agreement (“Distribution Agreement”) between the Distributor and the Trust. 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 Portfolios’ 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 the Trust, 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 the Distributor or by vote of holders of a majority of the Portfolios’ shares without the payment of any penalty.

The Distributor is an affiliate of the Adviser and is a wholly-owned subsidiary of ING Groep.

DISTRIBUTION SERVICING ARRANGEMENTS

The Portfolios’ shares are distributed by the Distributor. A Portfolio will offer shares only during its Offering Period. Shares of the Portfolios are subject to a Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act. Under the Distribution Plan, the Distributor is paid an annual distribution fee at the rate of 0.25% of the average daily net assets of the shares of each Portfolio. 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. The Distributor may reallow all or a portion of these fees to broker-dealers entering into selling agreements with it, including its affiliates.

The Distributor 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 each Portfolio must pay a distribution fee to the Distributor for its distribution-related activities, not as reimbursement for specific expenses incurred. Therefore, even if the Distributor’s expenses exceed the distribution fee it receives, a Portfolio will not be obligated to pay more than that fee. On the other hand, if the Distributor’s expenses are less than such fee, the Distributor 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 the Distributor without shareholder approval. All amendments to the

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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 Portfolios could be deemed to have a financial interest in the Plan. No other interested person of the Portfolios 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 Portfolio purchase payments and instead having the entire amount of their purchase payments immediately invested in Portfolio shares; 2) the advantages to the shareholders of economies of scale resulting from growth in the assets of the Portfolios and potential continued growth; 3) the services provided to each Portfolio and its shareholders by the Distributor; and 4) the Distributor’s shareholder distribution-related expenses and costs.

Listed below are the distribution fees paid by the Portfolios for the fiscal years ended December 31, 2009, 2008, and 2007:

ING GET U.S. CORE PORTFOLIO	2009		2008		2007
Series 5	$	50,782	$	62,211	$	85,162
Series 6	$	99,580	$	126,558	$	173,785
Series 7	$	66,840	$	84,587	$	124,035
Series 8	$	42,725	$	55,185	$	80,600
Series 9	$	33,358	$	41,021	$	63,041
Series 10	$	27,611	$	36,243	$	59,585
Series 11	$	34,957	$	43,469	$	72,069
Series 12	$	49,889	$	80,552	$	128,089
Series 13	$	19,704	$	152,163	$	214,542
Series 14*	$	45,343	$	283,192	$	215,052

* Series 14 commenced operations June 21, 2007.

BROKERAGE ALLOCATION AND TRADING POLICIES

The Sub-Adviser for the Portfolios places orders for the purchase and sale of investment securities for the Portfolios, pursuant to authority granted in the relevant Investment Sub-Advisory Agreement. Subject to policies and procedures approved by the Trust’s Board, the Sub-Adviser has discretion to make decisions relating to placing these orders, including, where applicable, selecting the brokers or dealers that will execute the purchase and sale of investment securities, negotiating the commissions or other compensation paid to the broker or dealer executing the trade, or using an electronic trading network (“ECN”) or alternative trading system (“ATS”).

In situations where a Sub-Adviser resigns or the Adviser otherwise assumes day to day management of a pursuant to its Investment Advisory Agreement with the Portfolios, the Adviser will perform the services described herein as being performed by the Sub-Adviser.

How Securities Transactions are Effected

Purchases and sales of securities on a securities exchange (which include most equity securities) are affected through brokers who charge a commission for their services. In transactions on securities exchanges in the United States, these commissions are negotiated, while on many foreign securities exchanges commissions are fixed. Securities traded in the over-the-counter markets (such as fixed- income securities and some equity securities) are generally traded on a “net” basis with market makers acting as dealers; in these transactions, the dealers act as principal for their own accounts without a stated commission, although the price of the security usually includes a profit to the dealer. Transactions in certain over-the-counter securities also may be effected on an agency basis, when, in the Sub-Adviser’s opinion, the total price paid (including commission) is equal to or better than the best total price available from a market maker. In underwritten offerings, securities are usually purchased at a fixed price, which includes an amount of compensation to the underwriter, generally referred to as the underwriter’s concession or discount. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid. The Sub-Adviser may also place trades using an ECN or ATS.

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How the Sub-Adviser Selects Broker-Dealers

The Sub-Adviser has a duty to seek to obtain best execution of the Portfolios’ orders, taking into consideration a full range of factors designed to produce the most favorable overall terms reasonably available under the circumstances. In selecting brokers and dealers to execute trades, the Sub-Adviser may consider both the characteristics of the trade and the full range and quality of the brokerage services available from eligible broker-dealers. This consideration often involves qualitative as well as quantitative judgments. Factors relevant to the nature of the trade may include, among others, price (including the applicable brokerage commission or dollar spread), the size of the order, the nature and characteristics (including liquidity) of the market for the security, the difficulty of execution, the timing of the order, potential market impact, and the need for confidentiality, speed, and certainty of execution. Factors relevant to the range and quality of brokerage services available from eligible brokers and dealers may include, among others, the firms’ execution, clearance, settlement, and other operational facilities; willingness and ability to commit capital or take risk in positioning a block of securities, where necessary; special expertise in particular securities or markets; ability to provide liquidity, speed and anonymity; the nature and quality of other brokerage and research services provided to the Sub-Adviser (consistent with the “safe harbor” described below); and the firms’ general reputation, financial condition and responsiveness to the Sub-Adviser, as demonstrated in the particular transaction or other transactions. Subject to its duty to seek best execution of the Portfolios’ orders, the Sub-Adviser may select broker-dealers that participate in commission recapture programs that have been established or the benefit of the Portfolios. Under these programs, the participating broker-dealers will return to a Portfolio (in the form of a credit to the Portfolio) a portion of the brokerage commissions paid to the broker-dealers by the Portfolio. Theses credits are used to pay certain expenses of the Portfolios. These commission recapture payments benefit the Portfolios, and not the Sub-Adviser.

The Safe Harbor for Soft Dollar Practices

In selecting broker dealers to execute a trade for a Portfolio, the Sub-Adviser may consider the nature and quality of brokerage and research services provided to the Sub-Adviser as a factor in evaluating the most favorable overall terms reasonably available under the circumstances. As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended, the Sub-Adviser may cause a Portfolio to pay a broker-dealer a commission for effecting a securities transaction for a Portfolio that is in excess of the commission which another broker-dealer would have charged for effecting the transaction, if the Sub-Adviser makes a good faith determination that the broker’s commission paid by the Portfolio is reasonable in relation to the value of the brokerage and research services provided by the broker-dealer, viewed in terms of either the particular transaction or the Sub-Adviser’s overall responsibilities to the Portfolio and its other investment advisory clients. The practice of using a portion of a Portfolio’s commission dollars to pay for brokerage and research services provided to the Sub-Adviser is sometimes referred to as “soft dollars.” Section 28(e) is sometimes referred to as a “safe harbor,” because it permits this practice, subject to a number of restrictions, including the Sub-Adviser’s compliance with certain procedural requirements and limitations on the type of brokerage and research services that qualify for the safe harbor.

Brokerage and Research Products and Services Under the Safe Harbor — Research products and services may include, but are not limited to, general economic, political, business and market information and reviews, industry and company information and reviews, evaluations of securities and recommendations as to the purchase and sale of securities, financial data on a company or companies, performance and risk measuring services and analysis, stock price quotation services, computerized historical financial databases and related software, credit rating services, analysis of corporate responsibility issues, brokerage analysts’ earning estimates, computerized links to current market data, software dedicated to research, and portfolio modeling. Research services may be provided in the form of reports, computer-generated data feeds and other services, telephone contacts, and personal meetings with securities analysts, as well as in the form of meetings arranged with corporate officers and industry spokespersons, economists, academics and governmental representatives. Brokerage products and services assist in the execution, clearance and settlement of securities transactions, as well as functions incidental thereto, including but not limited to related communication and connectivity services and equipment, and software related to order routing, market access, algorithmic trading, and other trading activities. On occasion, a broker-dealer may furnish the Sub-Adviser with a service that has a mixed use (that is, the service is used both for brokerage and research activities that are within the safe harbor and for other activities). In this case, the Sub-Adviser is required to reasonably allocate the

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cost of the service, so that any portion of the service that does not qualify for the safe harbor is paid for by the Sub-Adviser from its own funds, and not by portfolio commissions paid by a Portfolio.

Benefits to the Sub-Adviser - Research products and services provided to the Sub-Adviser by broker-dealers that effect securities transactions for a Portfolio may be used by the Sub-Adviser in servicing all of its accounts. Accordingly, not all of these services may be used by the Sub-Adviser in connection with that Portfolio or any of the Portfolios. Some of these products and services are also available to the Sub-Adviser for cash, and some do not have an explicit cost or determinable value. The research received does not reduce the sub-advisory fees payable to the Sub-Adviser for services provided to the Portfolio. The Sub-Adviser’s expenses would likely increase if the Sub-Adviser had to generate these research products and services through its own efforts, or if it paid for these products or services itself.

Broker-Dealers that are Affiliated with the Adviser or the Sub-Adviser

Portfolio transactions may be executed by brokers affiliated with the ING Groep or the Adviser or the Sub-Adviser, so long as the commission paid to the affiliated broker is reasonable and fair compared to the commission that would be charged by an unaffiliated broker in a comparable transaction.

Prohibition on Use of Brokerage Commissions for Sales or Promotional Activities

The placement of portfolio brokerage with broker-dealers who have sold shares of a Portfolio is subject to rules adopted by the SEC and the Financial Industry Regulatory Authority (“FINRA”). Under these rules, the Sub-Adviser may not consider a broker’s promotional or sales efforts on behalf of any Portfolio when selecting a broker dealer for a Portfolio’s portfolio transactions, and neither the Portfolio nor a Sub-Adviser may enter into an agreement under which a Portfolio directs brokerage transactions (or revenue generated from such transactions) to a broker-dealer to pay for distribution of Portfolio shares. The Portfolios have adopted policies and procedures, approved by the Board, that are designed to attain compliance with these prohibitions.

Principal Trades and Research

Purchases of securities for a Portfolio also may be made directly from issuers or from underwriters. Purchase and sale transactions may be effected through dealers which specialize in the types of securities which the Portfolio will be holding. Dealers and underwriters usually act as principals for their own account. Purchases from underwriters will include a concession paid by the issuer to the underwriter and purchases from dealers will include the spread between the bid and the asked price. If the execution and price offered by more than one dealer or underwriter are comparable, the order may be allocated to a dealer or underwriter which has provided such research or other services as mentioned above.

More Information about trading in Fixed-Income Securities

Purchases and sales of fixed-income securities will usually be principal transactions. Such securities often will be purchased or sold from or to dealers serving as market makers for the securities at a net price. Each Portfolio may also purchase such securities in underwritten offerings and will, on occasion, purchase securities directly from the issuer. Generally, fixed-income securities are traded on a net basis and do not involve brokerage commissions. The cost of executing fixed-income securities transactions consists primarily of dealer spreads and underwriting commissions.

In purchasing and selling fixed-income securities, it is the policy of each Portfolio to obtain the best results, while taking into account the dealer’s general execution and operational facilities, the type of transaction involved and other factors, such as the dealer’s risk in positioning the securities involved. While the Sub-Adviser generally seeks reasonably competitive spreads or commissions, a Portfolio will not necessarily pay the lowest spread or commission available.

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Transition Management

Changes in Sub-Advisers and investment personnel and reorganizations of the Portfolio may result in the sale of a significant portion or even all of a Portfolio’s portfolio securities. This type of change will increase trading costs and the portfolio turnover for the affected Portfolio. The Portfolios, the Adviser, or the Sub-Adviser may engage a broker-dealer to provide transition management services in connection with a change in Sub-Adviser, reorganization or other changes.

Allocation of Trades

Some securities considered for investment by a Portfolio may also be appropriate for other clients served by the Portfolio’s Sub-Adviser. If the purchase or sale of securities consistent with the investment policies of a Portfolio and one or more of these other clients is considered at or about the same time, transactions in such securities will be placed on an aggregate basis and allocated among the Portfolios and such other clients in a manner deemed fair and equitable, over time, by the Sub-Adviser and consistent with the Sub-Adviser’s written policies and procedures. Sub-Advisers may use different methods of allocating the results aggregated trades. Each Sub-Adviser’s relevant policies and procedures and the results of aggregated trades in which a Portfolio participated are subject to periodic review by the Board. To the extent any of the Portfolios seek to acquire (or dispose of) the same security at the same time, one or more of the Portfolios may not be able to acquire (or dispose of) as large a position in such security as it desires, or it may have to pay a higher (or receive a lower) price for such security. It is recognized that in some cases, this system could have a detrimental effect on the price or value of the security insofar as the Portfolio is concerned. However, over time, a Portfolio’s ability to participate in aggregate trades is expected to provide better execution for the Portfolio.

Cross-Transactions

The Board has 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.

Brokerage commissions paid by each Portfolio for the last three fiscal years (or since inception) are as follows:

ING GET U.S. CORE PORTFOLIO	2009			2008			2007
Series 5	$	1,401	(1)	$	24,472	(1)	$	30,714
Series 6	$	1,555	(1)	$	44,111	(1)	$	50,292
Series 7	$	801	(1)	$	30,227	(1)	$	40,365
Series 8	$	848	(1)	$	19,968	(1)	$	23,458
Series 9	$	485	(1)	$	16,126	(1)	$	20,687
Series 10	$	473	(1)	$	16,532	(1)	$	17,116
Series 11	$	0	(1)	$	13,907	(1)	$	30,230
Series 12	$	483	(1)	$	35,311	(1)	$	44,678
Series 13	$	347	(1)	$	89,251	(2)	$	54,406
Series 14	$	0	(1)	$	117,373	(2)	$	99,084

(1) The decrease in the brokerage commissions paid by the Portfolio is due to a decrease in trading activity of the Portfolio.

(2) The increase in the brokerage commissions paid by the Portfolio is due to an increase in the trading activity of the Portfolio.

For the fiscal years ended December 31, 2009, 2008, and 2007 commissions in the amounts listed below were paid with respect to portfolio transactions paid to certain brokers because of research services:

ING GET U.S. CORE PORTFOLIO	2009		2008		2007
Series 5	$	308	$	4,446	$	4,573
Series 6	$	389	$	6,851	$	6,374
Series 7	$	200	$	5,535	$	5,286
Series 8	$	212	$	3,205	$	3,158

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ING GET U.S. CORE PORTFOLIO	2009		2008		2007
Series 9	$	121	$	3,114	$	3,051
Series 10	$	101	$	2,825	$	1,984
Series 11	$	0	$	2,685	$	4,548
Series 12	$	121	$	6,505	$	6,393
Series 13	$	74	$	18,476	$	5,531
Series 14	$	0	$	24,471	$	8,750

For the fiscal years ended December 31, 2009, 2008 and 2007, the Portfolios did not pay affiliated persons of the Portfolios brokerage commissions.

During the fiscal year ended December 31, 2009, the Portfolios did not acquire securities of their regular brokers or dealers (as defined in Rule 10b-1 under the 1940 Act) or their parents.

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 Portfolios, the Adviser, the Distributor and the Sub-Adviser each have adopted a Code of Ethics (“Code of Ethics” or written supervisory procedures) (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 Portfolios. However, it prohibits a person from taking advantage of portfolio trades or from acting on inside information.

PROXY VOTING PROCEDURES

The Board has adopted proxy voting procedures and guidelines to govern the voting of proxies relating to the Portfolios’ 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 Trust’s proxy voting procedures and guidelines. An independent proxy voting service has been retained to assist in the voting of proxies through the provision of vote analysis, implementation and recordkeeping and disclosure services. In addition, the Compliance Committee oversees the implementation of the proxy voting procedures. A copy of the proxy voting procedures and guidelines of the Trust, including the procedures of the Adviser, is attached hereto as Appendix A. No later than August 31st of each year, information regarding how the Portfolios voted proxies relating to portfolio securities for the one-year period ending June 30th is 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 each Portfolio are purchased and redeemed at the NAV next determined after receipt of a purchase or redemption order in acceptable form as described in the Prospectuses.

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 a Portfolio within seven days or the maximum period allowed by law, if shorter, after the redemption request is received by the Portfolio or by the insurance company.

NET ASSET VALUE

As noted in the Prospectuses, the NAV and offering price of each Portfolio’s shares will be determined once daily as of the close of regular trading (“Market Close”) on the New York Stock Exchange (“NYSE”) (normally 4:00 p.m. Eastern time unless otherwise designated by the NYSE) during each day on which the NYSE is open for trading. As of the date of this Statement of Additional Information, 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. Investments in securities maturing in 60 days or less are valued at amortized cost, which, when combined with accrued interest, approximates market value. 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 a Portfolio would receive if it sold the instrument. See “Net Asset Value” in the “Information for Investors” section of the Prospectuses. The long-term debt obligations held in a Portfolio’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 Trust’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 a Portfolio calculates its NAV, may also be valued at their fair values as determined in good faith by or under the supervision of the Trust’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 Portfolios’ 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 Portfolio determines its NAV or if the foreign exchange closes prior to the time a Portfolio 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 Portfolio’s NAV may not take place contemporaneously with the determination of the prices of securities held by the Portfolio in foreign securities markets. Further, the value of a Portfolio’s assets may be

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significantly affected by foreign trading on days when a shareholder cannot purchase or redeem shares of the Portfolio. In calculating a Portfolio’s NAV, foreign securities denominated in foreign currency are converted to U.S. dollar equivalents.

If an event occurs after the time at which the market for foreign securities held by a Portfolio closes but before the time that the Portfolio’s NAV is calculated, such event may cause the closing price on the foreign exchange to not represent a readily available reliable market value quotation for such securities at the time the Portfolio determines its NAV. In such a case, the Portfolio will use the fair value of such securities as determined under the Portfolio’s valuation procedures. Events after the close of trading on a foreign market that could require the Portfolio to fair value some or all of its foreign securities include, among others, securities trading in the United States and other markets, corporate announcements, natural and other disasters and political and other events. Among other elements of analysis in determination of a security’s fair value, the Board has authorized the use of one or more independent research services to assist with such determinations. An independent research service may use statistical analyses and quantitative models to help determine fair value as of the time a Portfolio calculates its NAV. There can be no assurance that such models accurately reflect the behavior of the applicable markets or the effect of the behavior of such markets on the fair value of securities, nor that such markets will continue to behave in a fashion that is consistent with such models. Unlike the closing price of a security on an exchange, fair value determinations employ elements of judgment. Consequently, the fair value assigned to a security may not represent the actual value that a Portfolio 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 Portfolio is not obligated to use the fair valuations suggested by any research service, and valuation recommendations provided by such research services may be overridden if other events have occurred or if other fair valuations are determined in good faith to be more accurate. Unless an event is such that it causes a Portfolio to determine that the closing prices for one or more securities do not represent readily available reliable market value quotations at the time the Portfolio determines its NAV, events 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 the Portfolio’s NAV.

Options on securities, currencies, futures and other financial instruments purchased by the Portfolios 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 a Portfolio’s total assets. The Portfolio’s liabilities, including accruals for expenses, are deducted from its total assets. Once the total value of the Portfolio’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 a class of shares of a Portfolio, all class-specific liabilities incurred or accrued are deducted from the class’ net assets. The resulting net assets are divided by the number of shares of the class outstanding at the time of the valuation and the result (adjusted to the nearest cent) is the NAV per share.

Orders received by dealers prior to Market Close will be confirmed at the offering price computed as of Market Close provided the order is received by the Transfer Agent prior to Market Close that same day. It is the responsibility of the dealer to insure that all orders are transmitted timely to the Portfolios. Orders received by dealers after Market Close will be confirmed at the next computed offering price as described in the Prospectuses.

TAX STATUS

The following is only a limited discussion of certain additional tax considerations generally affecting the Portfolios. No attempt is made to present a detailed explanation of the tax treatment of the Portfolios and no explanation is provided with respect to the tax treatment of any shareholder. The discussions here and in the Prospectuses 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.

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Qualification as a Regulated Investment Company

The Trust has elected to be taxed as a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986 (“Code”). If for any taxable year the Trust does not qualify as a RIC, 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 Portfolios’ 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 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 U.S. Treasury Regulations. Specifically, the U.S. 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 a Portfolio’s 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 of the Code 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 RICs.

For purposes of these alternative diversification tests, a segregated asset account investing in shares of a RIC will be entitled to “look-through” the RIC to its pro rata portion of the RIC’s assets, provided the RIC 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 a Portfolio’s 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 RIC 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 RIC 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 RIC 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 excise tax generally does not apply when a RIC’s only shareholders are segregated asset accounts held in connection with Variable Contracts and qualified retirement plans.

The Trust 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 Portfolios may in certain circumstances be required to liquidate portfolio investments to make sufficient distributions to avoid excise tax liability.

Capital Loss Carryforwards

Capital loss carryforwards were the following as of December 31, 2009:

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Portfolio	Amount			Expiration Dates
Series 5	$	(3,680,037	)	2016
	$	(1,097,405	)	2017
Total	$	(4,777,442	)

Series 6	$	(6,793,361	)	2016
	$	(958,066	)	2017
Total	$	(7,751,427	)

Series 7	$	(4,601,782	)	2016
	$	(502,019	)	2017
Total	$	(5,103,801	)

Series 8	$	(3,027,190	)	2016
	$	(346,074	)	2017
Total	$	(3,373,264	)

Series 9	$	(2,232,274	)	2016
	$	(246,585	)	2017
Total	$	(2,478,859	)

Series 10	$	(1,868,057	)	2016
	$	(220,542	)	2017
Total	$	(2,088,599	)

Series 11	$	(2,393,705	)	2016
	$	(52,087	)	2017
Total	$	(2,445,792	)

Series 12	$	(5,506,525	)	2016
	$	(637,237	)	2017
Total	$	(6,143,762	)

Series 13	$	(3,898,037	)	2016
	$	(24,519	)	2017
Total	$	(3,922,556	)

Series 14	$	(5,261,630	)	2016
Total	$	(5,261,630	)

PERFORMANCE INFORMATION

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

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Average Annual Total Return

Quotations of average annual total return for a Portfolio will be expressed in terms of the average annual compounded rate of return of a hypothetical investment in the Portfolio over a period of one and five years (or, if the Portfolio has not been in existence for such periods, up to the life of the Portfolio), 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 a Portfolio may be compared, in reports and promotional literature, to: (a) the S&P 500 ® Index and/or the Barclays Capital U.S. 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 a Portfolio.

FINANCIAL STATEMENTS

The Financial Statements and the independent registered public accounting firm’s reports thereon, appearing in each Portfolio’s annual shareholder report for the period ending December 31, 2009, are incorporated by reference in this SAI. Each Portfolio’s annual and unaudited semi-annual shareholder reports are available upon request and without charge by calling 1-800-531-4547.

APPENDIX A - PROXY VOTING PROCEDURES AND GUIDELINES

ING FUNDS

PROXY VOTING PROCEDURES AND GUIDELINES

Effective Date: July 10, 2003

Revision Date: March 25, 2010

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, except for any “Sub-Adviser-Voted Series” identified on Exhibit 1 and further described in Section III below (each non-Sub-Adviser-Voted Series hereinafter referred to as a “Fund” and collectively, the “Funds”). The purpose of these Procedures and Guidelines is to set forth the process by which each Fund subject to these Procedures and Guidelines will vote proxies related to the equity assets in its investment portfolio (the “portfolio securities”). The term “proxies” as used herein shall include votes in connection with annual and special meetings of equity stockholders but not those regarding bankruptcy matters and/or plans of reorganization. The Procedures and Guidelines have been approved by 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. COMPLIANCE COMMITTEE

The Boards hereby delegate to the Compliance 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 (the “Adviser Procedures”) are attached hereto as Exhibit 2 . Any determination regarding the voting of proxies of each Fund

(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 Compliance Committee at issue. No provision in these Procedures is intended to impose any duty upon the particular Board or Compliance Committee with respect to any other Fund.

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

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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 full Board. Each Committee may rely on the Adviser through the Agent, Proxy Coordinator and/or Proxy Group (as such terms are defined for purposes of the Adviser 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 AUTHORITY

Except as otherwise provided for herein, 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 the 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 Compliance Committee.

A Board may elect to delegate the voting of proxies to the Sub-Adviser of a portfolio or series of the ING Funds. In so doing, the Board shall also approve the Sub-Adviser’s proxy policies for implementation on behalf of such portfolio or series (a “Sub-Adviser-Voted Series”). Sub-Adviser-Voted Series shall not be covered under these Procedures and Guidelines but rather shall be covered by such Sub-Adviser’s proxy policies, provided that the Board, including a majority of the independent Trustees/Directors(1), has approved them on behalf of such Sub-Adviser-Voted Series, and ratifies any subsequent changes at the next regularly scheduled meeting of the Compliance Committee and the Board.

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. However, the Adviser shall use best efforts to recall or restrict specific securities from loan for the purpose of facilitating a “material” vote as described in the Adviser Procedures.

Funds that are “funds-of-funds” will “echo” vote their interests in underlying mutual funds, which may include ING Funds (or portfolios or series thereof) other than those set forth on Exhibit 1 attached hereto. This means that, if the fund-of-funds must vote on a proposal with respect to an underlying investment company, the fund-of-funds will vote its interest in that underlying fund in the same proportion all other shareholders in the investment company voted their interests.

A fund that is a “feeder” fund in a master-feeder structure does not echo vote. Rather, it passes votes requested by the underlying master fund to its shareholders. This means that, if the feeder fund is solicited by the master fund, it will request instructions from its own shareholders, either

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

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directly or, in the case of an insurance-dedicated Fund, through an insurance product or retirement plan, as to the manner in which to vote its interest in an underlying master fund.

When a Fund is a feeder in a master-feeder structure, proxies for the portfolio securities owned by the master fund will be voted pursuant to the master fund’s proxy voting policies and procedures. As such, and except as otherwise noted herein with respect to vote reporting requirements, feeder Funds shall not be subject to these Procedures and Guidelines.

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 the Adviser Procedures must be approved by the Board or the Compliance 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 Compliance Committee at its next regularly scheduled meeting.

V. VOTING PROCEDURES AND GUIDELINES

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

Unless otherwise noted, the defined terms used hereafter shall have the same meaning as defined in the Adviser Procedures

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,” “Withhold” or “Abstain” on a proposal. However, the Agent shall be directed to refer any proxy proposal 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, it appears to involve unusual or controversial issues, or an Investment Professional (as such term is defined for purposes of the Adviser Procedures) 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 “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.

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Except in cases in which the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation, 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.

The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with a voting deadline, it shall be the policy of the Funds to vote in accordance with the Agent’s recommendation, unless the Agent’s recommendation is deemed to be conflicted as provided for under the Adviser Procedures, in which case no action shall be taken on such matter ( i.e. , a “Non-Vote”).

1. Within-Guidelines Votes: Votes in Accordance with a Fund’s Guidelines and/or, where applicable, Agent Recommendation

In the event the Proxy Group, and where applicable, any Investment Professional participating in the voting process, recommend a vote Within Guidelines, the Proxy Group will instruct the Agent, through the Proxy Coordinator, to vote in this manner. Except as provided for herein, no Conflicts Report (as such term is defined for purposes of the Adviser Procedures) is required in connection with Within-Guidelines Votes.

2. Non-Votes: Votes in Which No Action is Taken

The Proxy Group may recommend that a Fund refrain from voting under circumstances including, but not limited to, the following: (1) if the economic effect on shareholders’ interests or the value of the portfolio holding is indeterminable or insignificant, e.g. , proxies in connection with fractional shares, securities no longer held in the portfolio of an ING Fund or proxies being considered on behalf of a Fund that is no longer in existence; or (2) if the cost of voting a proxy outweighs the benefits, e.g. , certain international proxies, particularly in cases in which share blocking practices may impose trading restrictions on the relevant portfolio security. In such instances, the Proxy Group may instruct the Agent, through the Proxy Coordinator, not to vote such proxy. The Proxy Group may provide the Proxy Coordinator with standing instructions on parameters that would dictate a Non-Vote without the Proxy Group’s review of a specific proxy. It is noted a Non-Vote determination would generally not be made in connection with voting rights received pursuant to class action participation; while a Fund may no longer hold the security, a continuing economic effect on shareholders’ interests is likely.

Reasonable efforts shall be made to secure and vote all other proxies for the Funds, but, particularly in markets in which shareholders’ rights are limited, Non-Votes may also occur in connection with a Fund’s related inability to timely

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access ballots or other proxy information in connection with its portfolio securities.

Non-Votes may also result in certain cases in which the Agent’s recommendation has been deemed to be conflicted, as described in V.B. above and V.B.4. below.

3. Out-of-Guidelines Votes: Votes Contrary to Procedures and Guidelines, or Agent Recommendation, where applicable, Where No Recommendation is Provided by Agent, or Where Agent’s Recommendation is Conflicted

If the Proxy Group recommends that a Fund vote contrary to the Procedures and Guidelines, or the recommendation of the Agent, where applicable, if the Agent has made no recommendation on a matter and the Procedures and Guidelines are silent, or the Agent’s recommendation on a matter is deemed to be conflicted as provided for under the Adviser Procedures, the Proxy Coordinator will then request that all members of the Proxy Group, including any members who abstained from voting on the matter or were not in attendance at the meeting at which the relevant proxy is being considered, and each Investment Professional participating in the voting process complete a Conflicts Report (as such term is defined for purposes of the Adviser Procedures). As provided for in the Adviser Procedures, the Proxy Coordinator shall be responsible for identifying to Counsel potential conflicts of interest with respect to the Agent.

If Counsel determines that a conflict of interest appears to exist with respect to the Agent, any member of the Proxy Group or the participating Investment Professional(s), the Proxy Coordinator will then contact the Compliance Committee(s) and forward to such Committee(s) 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 Procedures). Upon Counsel’s finding that a conflict of interest exists with respect to one or more members of the Proxy Group or the Advisers generally, the remaining members of the Proxy Group shall not be required to complete a Conflicts Report in connection with the proxy.

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

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4. Referrals to a Fund’s Compliance Committee

A Fund’s Compliance 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 shall use best efforts to timely refer matters to a Fund’s Committee for its consideration. In the event any such matter cannot be timely referred to or considered by the Committee, it shall be the policy of the Funds to vote in accordance with the Agent’s recommendation, unless the Agent’s recommendation is conflicted on a matter, in which case no action shall be taken on such matter ( i.e. , a “Non-Vote”).

The Proxy Coordinator will maintain a record of all proxy questions that have been referred to a Fund’s 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 an Out-of-Guidelines Vote, and Counsel has determined that a conflict of interest appears to exist with respect to the Agent, any member of the Proxy Group, or any Investment Professional participating in the voting process, the proposal shall be referred to the Fund’s Committee for determination so that the Adviser shall have no opportunity to vote a Fund’s proxy in a situation in which it or the Agent may be deemed to have a conflict of interest. In the event a member of a Fund’s Committee believes he/she has a conflict of interest that would preclude him/her from making a voting determination in the best interests of the beneficial owners of the applicable Fund, such Committee member shall so advise the Proxy Coordinator and recuse himself/herself with respect to determinations regarding the relevant proxy.

VII. REPORTING AND RECORD RETENTION

Annually in August, each Fund will post its proxy voting record, or a link thereto, for the prior one-year period ending on June 30 th on the ING Funds’ website. The proxy voting record for each Fund will also be available on Form N-PX in the EDGAR database on the SEC’s website. For any Fund that is a feeder in a master/feeder structure, no proxy voting record related to the portfolio securities owned by the master fund will be posted on the ING Funds’ website or included in the Fund’s Form N-PX; however, a cross-reference to the master fund’s proxy voting record as filed in the SEC’s EDGAR database will be included in the Fund’s Form N-PX and posted on the ING Funds’ website. If any feeder fund was solicited for vote by its underlying master fund during the reporting period, a record of the votes cast by means of the pass-through

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process described in Section III above will be included on the ING Funds’ website and in the Fund’s Form N-PX.

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EXHIBIT 1

to the

ING Funds

Proxy Voting Procedures

ING ASIA PACIFIC HIGH DIVIDEND EQUITY INCOME FUND

ING EQUITY TRUST

ING FUNDS TRUST

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND

ING INFRASTRUCTURE, INDUSTRIALS AND MATERIALS FUND

ING INTERNATIONAL HIGH DIVIDEND EQUITY INCOME FUND

ING INVESTORS TRUST(1)

ING MAYFLOWER TRUST

ING MUTUAL FUNDS

ING PARTNERS, INC.

ING PRIME RATE TRUST

ING RISK MANAGED NATURAL RESOURCES FUND

ING SENIOR INCOME FUND

ING SEPARATE PORTFOLIOS TRUST

ING VARIABLE INSURANCE TRUST

ING VARIABLE PRODUCTS TRUST

(1) Sub-Adviser-Voted Series: ING Franklin Mutual Shares Portfolio

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EXHIBIT 2

to the

ING Funds

Proxy Voting Procedures

ING INVESTMENTS, LLC,

ING INVESTMENT MANAGEMENT CO.

AND

DIRECTED SERVICES LLC

PROXY VOTING PROCEDURES

I. INTRODUCTION

ING Investments, LLC, ING Investment Management Co. and Directed Services LLC (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 certain 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, ING Investment Management Co. and Directed Services LLC (the “Adviser Procedures”) 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, best efforts shall be used to vote proxies in all instances.

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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 (the “Procedures” or “Guidelines” and collectively the “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, and in connection with proxy proposals requiring case-by-case consideration (except in cases in which the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation), the Proxy Coordinator will call a meeting of the Proxy Group (as described below).

Responsibilities assigned herein to the Proxy Coordinator, or activities in support thereof, may be performed by such members of the Proxy Group or employees of the Advisers’ affiliates as are deemed appropriate by the Proxy Group.

Unless specified otherwise, information provided to the Proxy Coordinator in connection with duties of the parties described herein shall be deemed delivered to the Advisers.

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 for publicly traded securities through the provision of vote analysis, implementation, recordkeeping and disclosure services. The Agent is ISS Governance Services, a unit of RiskMetrics Group, Inc. 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 Adviser 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 a Fund’s Guidelines, except as otherwise instructed through the Proxy Coordinator by the Adviser’s Proxy Group or a Fund’s Compliance Committee (“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

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call the Proxy Coordinator’s attention to specific proxy proposals that although governed by the Guidelines appear to involve unusual or controversial issues.

Subject to the oversight of the Advisers, the Agent shall establish and maintain adequate internal controls and policies in connection with the provision of proxy voting services voting to the Advisers, including methods to reasonably ensure that its analysis and recommendations are not influenced by conflict of interest, and shall disclose such controls and policies to the Advisers when and as provided for herein. Unless otherwise specified, references herein to recommendations of the Agent shall refer to those in which no conflict of interest has been identified.

C. Proxy Group

The Adviser shall establish a Proxy Group (the “Group” or “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. Tie votes shall be broken by securing the vote of members not present at the meeting; provided, however, that the Proxy Coordinator shall ensure compliance with all applicable voting and conflict of interest procedures and shall use best efforts to secure votes from all or as many absent members as may reasonably be accomplished. A member of the Proxy Group may abstain from voting on any given matter, provided that quorum is not lost for purposes of taking action and that the abstaining member still participates in any conflict of interest processes required in connection with the matter. 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 and such other persons whose attendance may be deemed appropriate by the Proxy Group from time to time in furtherance of its duties or the day-to-day administration of the Funds. In its discretion, the Proxy Group may provide the Proxy Coordinator with standing instructions to perform responsibilities assigned herein to the Proxy Group, or activities in support thereof, on its behalf, provided that such instructions do not contravene any requirements of these Adviser Procedures or a Fund’s Procedures and Guidelines.

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A meeting of the Proxy Group will be held whenever (1) 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, (2) the Agent has made no recommendation with respect to a vote on a proposal, or (3) a matter requires case-by-case consideration, including those in which the Agent’s recommendation is deemed to be conflicted as provided for under these Adviser Procedures, provided that, if the Proxy Group has previously provided the Proxy Coordinator with standing instructions to vote in accordance with the Agent’s recommendation and no issue of conflict must be considered, the Proxy Coordinator may implement the instructions without calling a meeting of the Proxy Group.

For each proposal referred to the Proxy Group, it will review (1) the relevant Procedures and Guidelines, (2) the recommendation of the Agent, if any, (3) the recommendation of the Investment Professional(s), if any, and (4) any other resources that any member of 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, or if the Agent’s recommendation on a matter is deemed to be conflicted, it shall follow the procedures for such voting as established by a Fund’s Board.

The Proxy Coordinator shall use best efforts to convene the Proxy Group with respect to all matters requiring its consideration. In the event quorum requirements cannot be timely met in connection with to a voting deadline, the Proxy Coordinator 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 (each referred to herein as an “Investment Professional” and collectively, “Investment Professionals”) may submit, or 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 or with a request that the vote be deemed “material” in the context of the portfolio(s) they manage, such that lending activity on behalf of such portfolio(s) with respect to the relevant security should be reviewed by the Proxy Group and considered for recall and/or restriction. Input from the relevant sub-advisers and/or portfolio managers shall be given primary consideration in the Proxy Group’s determination of whether a given proxy vote is to be deemed material and the associated security accordingly restricted from lending. The determination that a vote is material in the context of a Fund’s portfolio shall not mean that such vote is considered material across all Funds voting that meeting. In order

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to recall or restrict shares timely for material voting purposes, t he Proxy Group shall use best efforts to consider, and when deemed appropriate, to act upon, such requests timely, and requests to review lending activity in connection with a potentially material vote may be initiated by any relevant Investment Professional and submitted for the Proxy Group’s consideration at any time.

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. Within-Guidelines Votes: Votes in Accordance with a Fund’s Guidelines and/or, where applicable, Agent Recommendation

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this manner. Except as provided for herein, no Conflicts Report (as such term is defined herein) is required in connection with Within-Guidelines Votes.

2. Non-Votes: Votes in Which No Action is Taken

Non-Votes may also result in certain cases in which the Agent’s recommendation has been deemed to be conflicted, as provided for in the Funds’ Procedures.

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

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IV. ASSESSMENT OF THE AGENT AND CONFLICTS OF INTEREST

In furtherance of the Advisers’ fiduciary duty to the Funds and their beneficial owners, the Advisers shall establish the following:

A. Assessment of the Agent

The Advisers shall establish that the Agent (1) is independent from the Advisers, (2) has resources that indicate it can competently provide analysis of proxy issues and (3) can make recommendations in an impartial manner and in the best interests of the Funds and their beneficial owners. The Advisers shall utilize, and the Agent shall comply with, such methods for establishing the foregoing as the Advisers may deem reasonably appropriate and shall do not less than annually as well as prior to engaging the services of any new proxy service. The Agent shall also notify the Advisers in writing within fifteen (15) calendar days of any material change to information previously provided to an Adviser in connection with establishing the Agent’s independence, competence or impartiality.

Information provided in connection with assessment of the Agent shall be forwarded to a member of the mutual funds practice group of ING US Legal Services (“Counsel”) for review. Counsel shall review such information and advise the Proxy Coordinator as to whether a material concern exists and if so, determine the most appropriate course of action to eliminate such concern.

B. Conflicts of Interest

The Advisers shall establish and maintain procedures to identify and address conflicts that may arise from time to time concerning the Agent. Upon the Advisers’ request, which shall be not less than annually, and within fifteen (15) calendar days of any material change to such information previously provided to an Adviser, the Agent shall provide the Advisers with such information as the Advisers deem reasonable and appropriate for use in determining material relationships of the Agent that may pose a conflict of interest with respect to the Agent’s proxy analysis or recommendations. The Proxy Coordinator shall forward all such information to Counsel for review. Counsel shall review such information 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 material conflict of interest is deemed to be present shall be handled as provided in the Fund’s Procedures and Guidelines.

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, including

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taking steps to reasonably insulate the voting process from any conflict of interest that may exist in connection with the Agent’s services or utilization thereof.

For all matters for which the Proxy Group recommends an Out-of-Guidelines Vote, or for which a recommendation contrary to that of the Agent or the Guidelines has been received from an Investment Professional and is to be utilized, 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 should be provided to the Proxy Coordinator within two (2) business days and may be submitted to the Proxy Coordinator verbally, provided the Proxy Coordinator documents the Conflicts Report in writing. 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 in connection with an Out-of-Guidelines Vote or 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 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 material 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.

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APPENDIX 1 to the

Advisers’ Proxy Voting Procedures

Proxy Group for registered investment company clients of ING Investments, LLC, ING Investment Management Co. and Directed Services LLC:

Name		Title or Affiliation

Stanley D. Vyner		Chief Investment Risk Officer and Executive Vice President, ING Investments, LLC

Todd Modic		Senior Vice President, ING Funds Services, LLC and ING Investments, LLC; and Chief Financial Officer of the ING Funds

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

Karla J. Bos		Proxy Coordinator for the ING Funds and Assistant Vice President — Proxy Voting, ING Funds Services, LLC

Julius A. Drelick III, CFA		Vice President, Platform Product Management and Project Management, ING Funds Services, LLC

Harley Eisner		Vice President of Financial Analysis, ING Funds Services, LLC

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

Effective as of January 1, 2010

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EXHIBIT 3

to the

ING Funds
Proxy Voting Procedures

PROXY VOTING GUIDELINES OF THE ING FUNDS

I. INTRODUCTION

The following is a statement of the Proxy Voting Guidelines (“Guidelines”) that have been adopted by the respective Boards of Directors or Trustees of each Fund. Unless otherwise provided for herein, any defined term used herein shall have the meaning assigned to it in the Funds’ and Advisers’ Proxy Voting Procedures (the “Procedures”).

Proxies must be voted in the best interest of the Fund(s). 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, Capital Structure, Executive and Director Compensation, State of Incorporation, Mergers and Corporate Restructurings, Mutual Fund Proxies, and Social and Environmental Issues. A n additional section addresses proposals most frequently found in global proxies.

General Policies

These Guidelines apply to securities of publicly traded companies and to those of privately held companies if publicly available disclosure permits such application. All matters for which such disclosure is not available shall be considered CASE-BY-CASE.

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It shall generally be the policy of the Funds to take no action on a proxy for which no Fund holds a position or otherwise maintains an economic interest in the relevant security at the time the vote is to be cast.

In all cases receiving CASE-BY-CASE consideration, including cases not specifically provided for under these Guidelines, unless otherwise provided for under these Guidelines, it shall generally be the policy of the Funds to vote in accordance with the recommendation provided by the Funds’ Agent, ISS Governance Services, a unit of RiskMetrics Group, Inc.

Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote in accordance with the Agent’s recommendation in cases in which such recommendation aligns with the recommendation of the relevant issuer’s management or management has made no recommendation. However, this policy shall not apply to CASE-BY-CASE proposals for which a contrary recommendation from the Investment Professional for the relevant Fund has been received and is to be utilized, provided that incorporation of any such recommendation shall be subject to the conflict of interest review process required under the Procedures.

Recommendations from the Investment Professionals, while not required under the Procedures, are likely to be considered with respect to proxies for private equity securities and/or proposals related to merger transactions/corporate restructurings, proxy contests, or unusual or controversial issues. Such input shall be given primary consideration with respect to CASE-BY-CASE proposals being considered on behalf of the relevant Fund.

Except as otherwise provided for herein, it shall generally be the policy of the Funds not to support proposals that would impose a negative impact on existing rights of the Funds to the extent that any positive impact would not be deemed sufficient to outweigh removal or diminution of such rights.

The foregoing policies may be overridden in any case as provided for in the Procedures. Similarly, the Procedures provide that p roposals whose Guidelines prescribe a firm voting position may instead be considered on a CASE-BY-CASE basis in cases in which unusual or controversial circumstances so dictate.

Interpretation and application of these Guidelines is not intended to supersede any law, regulation, binding agreement or other legal requirement to which an issuer may be or become subject. No proposal shall be supported whose implementation would contravene such requirements.

1. The Board of Directors

Voting on Director Nominees in Uncontested Elections

Unless otherwise provided for herein, the Agent’s standards with respect to determining director independence shall apply. These standards generally provide that, to be considered completely independent, a director shall have no material connection to the company other than the board seat.

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Agreement with the Agent’s independence standards shall not dictate that a Fund’s vote shall be cast according to the Agent’s corresponding recommendation. Votes on director nominees not subject to specific policies described herein should be made on a CASE-BY-CASE basis.

Where applicable and except as otherwise provided for herein, it shall be the policy of the Funds to lodge disagreement with an issuer’s policies or practices by withholding support from a proposal for the relevant policy or practice rather than the director nominee(s) to which the Agent assigns a correlation. Support shall be withheld from culpable nominees as appropriate, but if they are not standing for election ( e.g. , the board is classified), support shall generally not be withheld from others in their stead.

If application of the policies described herein would result in withholding votes from the majority of independent outside directors sitting on a board, or removal of such directors is likely to negatively impact majority board independence, primary consideration shall be given to retention of such independent outside director nominees unless the concerns identified are of such grave nature as to merit removal of the independent directors.

Where applicable and except as otherwise provided for herein, generally vote FOR nominees in connection with issues raised by the Agent if the nominee did not serve on the board or relevant committee during the majority of the time period relevant to the concerns cited by the Agent.

WITHHOLD support from a nominee who, d uring both of the most recent two years, attended less than 75 percent of the board and committee meetings without a valid reason for the absences. DO NOT WITHHOLD support in connection with attendance issues for nominees who have served on the board for less than the two most recent years.

WITHHOLD support from a nominee in connection with poison pill or anti-takeover considerations ( e.g. , furtherance of measures serving to disenfranchise shareholders or failure to remove restrictive pill features or ensure pill expiration or submission to shareholders for vote) in cases for which culpability for implementation or renewal of the pill in such form can be specifically attributed to the nominee.

Provided that a nominee served on the board during the relevant time period, WITHHOLD support from a nominee who has failed to implement a shareholder proposal that was approved by (1) a majority of the issuer’s shares outstanding (most recent annual meeting) or (2) a majority of the votes cast for two consecutive years. However, in the case of shareholder proposals seeking shareholder ratification of a poison pill, generally vote FOR a nominee in such cases if the company has already implemented a policy that should reasonably prevent abusive use of the pill.

If a nominee has not acted upon negative votes (WITHHOLD or AGAINST, as applicable based on the issuer’s election standard) representing a majority of the votes cast at the previous annual meeting, consider such nominee on a CASE-BY-CASE basis. Generally, vote FOR nominees when:

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(1) The issue relevant to the majority negative vote has been adequately addressed or cured (issuers with nominees receiving majority negative votes related to adoption of poison pills without shareholder approval will be expected to provide compelling rationale if they do not elect to redeem the pill or put it to a vote) , or

(2) The Funds’ Guidelines or voting record do not support the relevant issue causing the majority negative vote.

WITHHOLD support from inside directors or affiliated outside directors who sit on the audit committee.

Vote FOR inside directors or affiliated outside directors who sit on the nominating or compensation committee, provided that such committee meets the applicable independence requirements of the relevant listing exchange.

Vote FOR inside directors or affiliated outside directors if the full board serves as the compensation or nominating committee OR has not created one or both committees , provided that the issuer is in compliance with all provisions of the listing exchange in connection with performance of relevant functions ( e.g. , performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).

Compensation Practices:

It shall generally be the policy of the Funds that matters of compensation are best determined by an independent board and compensation committee. Votes on director nominees in connection with compensation practices should be considered on a CASE-BY-CASE basis, and generally:

(1) Where applicable and except as otherwise provided for herein, vote FOR nominees who did not serve on the compensation committee, or board, as applicable based on the Agent’s analysis, during the majority of the time period relevant to the concerns cited by the Agent.

(2) In cases in which the Agent has identified a “pay for performance” disconnect, or internal pay disparity, as such issues are defined by the Agent, DO NOT WITHHOLD support from director nominees. However, g enerally do WITHHOLD support from nominees cited by the Agent for structuring or increasing equity compensation in a manner intended to deliver a consistent dollar value without regard to performance measures.

(3) If the Agent recommends withholding support from nominees in connection with overly liberal change in control provisions, including those lacking a double trigger, vote FOR such nominees if mitigating provisions or board actions ( e.g. , clawbacks) are present but generally WITHHOLD support if they are not.

(4) If the Agent recommends withholding support from nominees in connection with potential change in control payments or tax-gross-ups on change in control payments, vote FOR the nominees if the amount appears reasonable and no material governance concerns exist. Generally WITHHOLD support if the amount is so significant (individually or collectively) as to potentially influence an executive’s decision to enter into a transaction or to effectively act as a poison pill.

(5) If the Agent recommends withholding support from nominees in connection with their failure to seek a shareholder vote on plans to reprice, replace, buy back or exchange

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options, generally WITHHOLD support from such nominees, except that cancellation of options would not be considered an exchange unless the cancelled options were regranted or expressly returned to the plan reserve for reissuance.

(6) If the Agent recommends withholding support from nominees that have approved compensation that is ineligible for tax benefits to the company ( e.g. , under Section 162(m) of OBRA), vote FOR such nominees if the company has provided adequate rationale or disclosure or the plan itself is being put to shareholder vote at the same meeting . If the plan is up for vote, the provisions under Section 8., OBRA-Related Compensation Proposals, shall apply.

(7) If the Agent recommends withholding support from nominees in connection with director compensation in the form of perquisites, generally vote FOR the nominees if the cost is reasonable in the context of the directors’ total compensation and the perquisites themselves appear reasonable given their purpose, the directors’ duties and the company’s line of business.

(8) Generally WITHHOLD support from nominees in connection with long-term incentive plans, or total executive compensation packages, inadequately aligned with shareholders because they are overly cash-based/lack an appropriate equity component, except that such cases will be considered CASE-BY-CASE in connection with executives already holding significant equity positions. Generally consider nominees on a CASE-BY-CASE basis in connection with short-term incentive plans over which the nominee has exercised discretion to exclude extraordinary items, and WITHHOLD support if treatment of such items has been inconsistent ( e.g. , exclusion of losses but not gains).

(9) If the Agent recommends withholding support from nominees in connection with executive compensation practices related to tax gross-ups, perquisites, provisions related to retention or recruitment, including contract length or renewal provisions, “guaranteed” awards, pensions/SERPs, severance or termination arrangements, vote FOR such nominees if the issuer has provided adequate rationale and/or disclosure, factoring in any overall adjustments or reductions to the compensation package at issue. Generally DO NOT WITHHOLD support solely due to such practices if the total compensation appears reasonable, but consider on a CASE-BY-CASE basis compensation packages representing a combination of such provisions and deemed by the Agent to be excessive, and generally WITHHOLD support in such cases when named executives have material input into setting their own compensation.

(10) If the Agent has raised issues of options backdating , consider members of the compensation committee, or board, as applicable, as well as company executives nominated as directors, on a CASE-BY-CASE basis.

(11) If shareholders have been provided with an advisory vote on executive compensation (say on pay), and practices not supported under these Guidelines have been identified, it shall generally be the policy of the Funds to align with the Agent when a vote AGAINST the say on pay proposal has been recommended in lieu of withholding support from certain nominees for compensation concerns. Issuers receiving negative recommendations on both director nominees and say on pay regarding issues not otherwise supported by these Guidelines will be considered on a CASE-BY-CASE basis.

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(12) If the Agent has raised other considerations regarding poor compensation practices, consider nominees on a CASE-BY-CASE basis.

Accounting Practices:

(1) Generally, vote FOR independent outside director nominees serving on the audit committee.

(2) Where applicable and except as otherwise provided for herein, generally vote FOR nominees serving on the audit committee, or the company’s CEO or CFO if nominated as directors, who did not serve on that committee or have responsibility over the relevant financial function, as applicable, during the majority of the time period relevant to the concerns cited by the Agent.

(3) If the Agent has raised concerns regarding poor accounting practices, consider the company’s CEO and CFO, if nominated as directors, and nominees serving on the audit committee on a CASE-BY-CASE basis. Generally vote FOR nominees if the company has taken adequate steps to remediate the concerns cited, which would typically include removing or replacing the responsible executives, and if the concerns are not re-occurring and/or the company has not yet had a full year to remediate the concerns since the time they were identified.

(4) If total non-audit fees exceed the total of audit fees, audit-related fees and tax compliance and preparation fees, the provisions under Section 3., Auditor Ratification, shall apply.

Board Independence:

It shall generally be the policy of the Funds that a board should be majority independent and therefore to consider inside director or affiliated outside director nominees in cases in which the full board is not majority independent on a CASE-BY-CASE basis. Generally:

(1) WITHHOLD support from the fewest directors whose removal would achieve majority independence across the remaining board, except that support may be withheld from additional nominees whose relative level of independence cannot be differentiated.

(2) WITHHOLD support from all non-independent nominees, including the founder, chairman or CEO, if the number required to achieve majority independence is equal to or greater than the number of non-independent nominees.

(3) Except as provided above, vote FOR non-independent nominees in the role of CEO, and when appropriate, founder or chairman, and determine support for other non-independent nominees based on the qualifications and contributions of the nominee as well as the Funds’ voting precedent for assessing relative independence to management, e.g. , insiders holding senior executive positions are deemed less independent than affiliated outsiders with a transactional or advisory relationship to the company, and affiliated outsiders with a material transactional or advisory relationship are deemed less independent than those with lesser relationships.

(4) Non-voting directors ( e.g. , director emeritus or advisory director) shall be excluded from calculations with respect to majority board independence.

(5) When conditions contributing to a lack of majority independence remain substantially similar to those in the previous year, it shall generally be the policy of the Funds to vote on nominees in a manner consistent with votes cast by the Fund(s) in the previous year.

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Generally vote FOR nominees without regard to “over-boarding” issues raised by the Agent unless other concerns requiring CASE-BY-CASE consideration have been raised.

Generally, when the Agent recommends withholding support due to assessment that a nominee acted in bad faith or against shareholder interests in connection with a major transaction, such as a merger or acquisition, or if the Agent recommends withholding support due to other material failures or egregious actions, consider on a CASE-BY-CASE basis, factoring in the merits of the nominee’s performance and rationale and disclosure provided. If the Agent cites concerns regarding actions in connection with a candidate’s service on another board, vote FOR the nominee if the issuer has provided adequate rationale regarding the board’s process for determining the appropriateness of the nominee to serve on the board under consideration.

Performance Test for Directors

Consider nominees failing the Agent’s performance test, which includes market-based and operating performance measures, on a CASE-BY-CASE basis. Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to such proposals.

Support will generally be WITHHELD from nominees receiving a negative recommendation from the Agent due to sustained poor stock performance ( measured by one- and three-year total shareholder returns) combined with multiple takeover defenses/entrenchment devices if the issuer:

(1) Has a non-shareholder-approved poison pill in place, without provisions to redeem or seek approval in a reasonable period of time, and

(2) Maintains a dual class capital structure, has authority to issue blank check preferred stock, or is a controlled company.

Nominees receiving a negative recommendation from the Agent due to sustained poor stock performance combined with other takeover defenses/entrenchment devices will be considered on a CASE-BY-CASE basis.

Proposals Regarding Board Composition or Board Service

Generally, except as otherwise provided for herein, vote AGAINST shareholder proposals to impose new board structures or policies, including those requiring that the positions of chairman and CEO be held separately, except support proposals in connection with a binding agreement or other legal requirement to which an issuer has or reasonably may expect to become subject, and consider such proposals on a CASE-BY-CASE basis if the board is not majority independent or pervasive corporate governance concerns have been identified. Generally, except as otherwise provided for herein, vote FOR management proposals to adopt or amend board structures or policies, except consider such proposals on a CASE-BY-CASE basis if the board is not majority independent, pervasive corporate governance concerns have been identified, or the proposal may result in a material reduction in shareholders’ rights.

Generally, vote AGAINST shareholder proposals:

· Asking that more than a simple majority of directors be independent.

· Asking that board compensation and/or nominating committees be composed exclusively of independent directors.

· Limiting the number of public company boards on which a director may serve.

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· Seeking to redefine director independence or directors’ specific roles ( e.g. , responsibilities of the lead director).

· Requesting creation of additional board committees or offices, except as otherwise provided for herein.

· Limiting the tenure of outside directors or impose a mandatory retirement age for outside directors (unless the proposal seeks to relax existing standards), but generally vote FOR management proposals in this regard.

Generally, vote FOR shareholder proposals that seek creation of an audit, compensation or nominating committee of the board, unless the committee in question is already in existence or the issuer has availed itself of an applicable exemption of the listing exchange ( e.g. , performance of relevant functions by a majority of independent directors in lieu of the formation of a separate committee).

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.

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

These proposals should generally be analyzed on a CASE-BY-CASE basis. Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to proposals in connection with proxy contests being considered on behalf of that Fund.

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, generally voting FOR if associated nominees are also supported.

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3. Auditors

Ratifying Auditors

Generally, except in cases of poor accounting practices or high non-audit fees, vote FOR management proposals to ratify auditors. Consider management proposals to ratify auditors on a CASE-BY-CASE basis if the Agent cites poor accounting practices. If fees for non-audit services exceed 50 percent of total auditor fees as described below, consider on a CASE-BY-CASE basis, voting AGAINST management proposals to ratify auditors only if concerns exist that remuneration for the non-audit work is so lucrative as to taint the auditor’s independence. For purposes of this review, fees deemed to be reasonable, generally non-recurring, exceptions to the non-audit fee category ( e.g. , those related to an IPO) shall be excluded. If independence concerns exist or an issuer has a history of questionable accounting practices, also vote FOR shareholder proposals asking the issuer to present its auditor annually for ratification, but in other cases generally vote AGAINST.

Auditor Independence

Generally, consider shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services (or capping the level of non-audit services) on a CASE-BY-CASE basis.

Audit Firm Rotation:

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

4. Proxy Contest Defenses

Presentation of management and shareholder proposals on the same matter on the same agenda shall not require a Fund to vote FOR one and AGAINST the other.

Board Structure: Staggered vs. Annual Elections

Generally, vote AGAINST proposals to classify the board or otherwise restrict shareholders’ ability to vote upon directors and 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

If the company maintains a classified board of directors, generally, vote AGAINST management proposals to eliminate cumulative voting, except that such proposals may be supported irrespective of classification in furtherance of an issuer’s plan to adopt a majority voting standard and vote FOR shareholder proposals to restore or permit cumulative voting.

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Time-Phased Voting

Generally, vote AGAINST proposals to implement, and FOR proposals to eliminate, time-phased or other forms of voting that do not promote a one share, one vote standard.

Shareholder Ability to Call Special Meetings or to Act by Written Consent

Generally, vote FOR management or shareholder proposals that provide shareholders with the ability to call special meetings or to take action by written consent. Consider on a CASE-BY-CASE basis management proposals about which the Agent has cited anti-takeover concerns.

Shareholder Ability to Alter the Size of the Board

Generally, vote FOR proposals that seek to fix the size of the board or designate a range for its size.

Generally, vote AGAINST proposals that give management the ability to alter the size of the board outside of a specified range 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, or to redeem its pill in lieu thereof, unless (1) shareholders have approved adoption of the plan, (2) a policy has already been implemented by the company that should reasonably prevent abusive use of the pill, or (3) the board had determined that it was in the best interest of shareholders to adopt a pill without delay, provided that such plan would be put to shareholder vote within twelve months of adoption or expire, and if not approved by a majority of the votes cast, would immediately terminate.

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 approve or ratify a poison pill or any plan that can reasonably be construed as an anti-takeover measure, with voting decisions generally based on the Agent’s approach to evaluating such proposals, considering factors such as rationale, trigger level and sunset provisions. Votes will generally be cast in a manner that seeks to preserve shareholder value and the right to consider a valid offer, voting AGAINST management proposals in connection with poison pills or anti-takeover activities that do not meet the Agent’s standards.

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 anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

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

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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 and dual-class recapitalizations.

Supermajority Shareholder Vote Requirement

Generally, vote AGAINST proposals to require a supermajority shareholder vote.

Generally, vote FOR management or shareholder proposals to lower supermajority shareholder vote requirements, unless the proposal also asks the issuer to mount a solicitation campaign or similar form of comprehensive commitment to obtain passage of the proposal, or, for companies with shareholder(s) with significant ownership levels, the Agent recommends retention of existing supermajority requirements in order to protect minority shareholder interests.

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

Amendments to Corporate Documents

Except to align with legislative or regulatory changes or when support is recommended by the Agent or Investment Professional (including, for example, as a condition to a major transaction such as a merger), generally, vote AGAINST proposals seeking to remove shareholder approval requirements or otherwise remove or diminish shareholder rights, e.g. , by (1) adding restrictive provisions, (2) removing provisions or moving them to portions of the charter not requiring shareholder approval, or (3) in corporate structures such as holding companies, removing provisions in an active subsidiary’s charter that provide voting rights to parent company shareholders. This policy would also generally apply to proposals seeking approval of corporate agreements or amendments to such agreements that the Agent recommends AGAINST because a similar reduction in shareholder rights is requested.

Generally, vote AGAINST proposals for charter amendments that may support board entrenchment or may be used as an anti-takeover device, particularly if the proposal is bundled or the board is classified.

Generally, vote FOR proposals seeking charter or bylaw amendments to remove anti-takeover provisions.

Consider proposals seeking charter or bylaw amendments not addressed under these Guidelines on a CASE-BY-CASE basis.

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.

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· 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.

Proxy Access

Consider on a CASE-BY-CASE basis shareholder proposals seeking access to management’s proxy material in order to nominate their own candidates to the board.

Majority Voting Standard

Except as otherwise provided for herein, it shall generally be the policy of the Funds to extend discretion to issuers to determine when it may be appropriate to adopt a majority voting standard. Generally, vote FOR management proposals, irrespective of whether the proposal contains a plurality carve-out for contested elections, but AGAINST shareholder proposals unless also supported by management, seeking election of directors by the affirmative vote of the majority of votes cast in connection with a meeting of shareholders, including amendments to corporate documents or other actions in furtherance of such standard, and provided such standard when supported does not conflict with state law in which the company is incorporated. For issuers with a history of board malfeasance or pervasive corporate governance concerns, consider such proposals on a CASE-BY-CASE basis.

Bundled Proposals

Except as otherwise provided for herein, review on a CASE-BY-CASE basis bundled or “conditioned” proxy proposals, generally voting AGAINST bundled proposals containing one or more items not supported under these Guidelines if the Agent or an Investment Professional deems the negative impact, on balance, to outweigh any positive impact.

Shareholder Advisory Committees

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

Reimburse Shareholder for Expenses Incurred

Voting to reimburse expenses incurred in connection with shareholder proposals should be analyzed on a CASE-BY-CASE basis.

Other Business

In connection with proxies of U.S. issuers, generally vote FOR management proposals for Other Business, except in connection with a proxy contest in which a Fund is not voting in support of management.

Quorum Requirements

Review on a CASE-BY-CASE basis proposals to lower quorum requirements for shareholder meetings below a majority of the shares outstanding.

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Advance Notice for Shareholder Proposals

Generally, vote FOR management proposals related to advance notice period requirements, provided that the period requested is in accordance with applicable law and no material governance concerns have been identified in connection with the issuer.

Multiple Proposals

Multiple proposals of a similar nature presented as options to the course of action favored by management may all be voted FOR, provided that support for a single proposal is not operationally required, no one proposal is deemed superior in the interest of the Fund(s), and each proposal would otherwise be supported under these Guidelines.

7. Capital Structure

Analyze on a CASE-BY-CASE basis.

Common Stock Authorization

Review proposals to increase the number of shares of common stock authorized for issuance on a CASE-BY-CASE basis. Except where otherwise indicated, the Agent’s proprietary approach, utilizing quantitative criteria ( e.g. , dilution, peer group comparison, company performance and history) to determine appropriate thresholds and, for requests above such allowable threshold, a qualitative review ( e.g. , rationale and prudent historical usage), will generally be utilized in evaluating such proposals.

Generally vote FOR:

· Proposals to authorize capital increases within the Agent’s allowable thresholds or those in excess but meeting Agent’s qualitative standards, but consider on a CASE-BY-CASE basis those requests failing the Agent’s review for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized ( e.g., in support of a merger or acquisition proposal).

· Proposals to authorize capital increases within the Agent’s allowable thresholds or those in excess but meeting Agent’s qualitative standards, unless the company states that the stock may be used as a takeover defense. In those cases, consider on a CASE-BY-CASE basis if a contrary recommendation from the Investment Professional(s) has been received and is to be utilized.

· Proposals to authorize capital increases exceeding the Agent’s thresholds when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

Generally, vote AGAINST:

· Proposals to increase the number of authorized shares of a class of stock if the issuance which the increase is intended to service is not supported under these Guidelines.

· Nonspecific proposals authorizing excessive discretion to a board.

Consider management proposals to make changes to the capital structure not otherwise addressed under these Guidelines CASE-BY-CASE, generally voting with the Agent’s recommendation unless a contrary recommendation has been received from the Investment Professional for the relevant Fund and is to be utilized.

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Dual Class Capital Structures

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 capital structures, but consider CASE-BY-CASE if (1) bundled with favorable proposal(s), (2) approval of such proposal(s) is a condition of such favorable proposal(s), or (3) part of a recapitalization for which support is recommended by the Agent or an Investment Professional.

Generally, vote AGAINST management proposals to create or perpetuate dual class capital structures with unequal voting rights, and vote FOR shareholder proposals to eliminate them, in cases in which the relevant Fund owns the class with inferior voting rights, but generally vote FOR management proposals and AGAINST shareholder proposals in cases in which the relevant Fund owns the class with superior voting rights. Consider CASE-BY-CASE if bundled with favorable proposal(s), (2) approval of such proposal(s) is a condition of such favorable proposal(s), or (3) part of a recapitalization for which support is recommended by the Agent or an Investment Professional.

Consider management proposals to eliminate or make changes to dual class capital structures CASE-BY-CASE, generally voting with the Agent’s recommendation unless a contrary recommendation has been received from the Investment Professional for the relevant Fund and is to be utilized.

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 falls within the Agent’s allowable thresholds, but consider on a CASE-BY-CASE basis those proposals exceeding the Agent’s threshold for proposals in connection with which a contrary recommendation from the Investment Professional(s) has been received and is to be utilized.

Reverse Stock Splits

Consider on a CASE-BY-CASE basis management proposals to implement a reverse stock split. In the event the split constitutes a capital increase effectively exceeding the Agent’s allowable threshold because the request does not proportionately reduce the number of shares authorized, vote FOR the split if management has provided adequate rationale and/or disclosure.

Preferred Stock

Review proposals to increase the number of shares of preferred stock authorized for issuance on a CASE-BY-CASE basis, and except where otherwise indicated, generally utilize the Agent’s approach for evaluating such proposals. This approach incorporates both qualitative and quantitative measures, including a review of past performance ( e.g. , board governance, shareholder returns and historical share usage) and the current request ( e.g. , rationale, whether shares are blank check and declawed, and dilutive impact as determined through the Agent’s proprietary model for assessing appropriate thresholds).

Generally, vote AGAINST proposals authorizing the issuance of preferred stock or creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock), but vote FOR if the Agent or an Investment Professional so recommends because the issuance is required to effect a merger or acquisition proposal.

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Generally, vote FOR proposals to issue or 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 AGAINST in cases where the company expressly states that, or fails to disclose whether, the stock may be used as a takeover defense, but vote FOR if the Agent or an Investment Professional so recommends because the issuance is required to address special circumstances such as a merger or acquisition.

Generally, vote FOR proposals to authorize or issue 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 or management proposals that seek to eliminate them. 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, but vote AGAINST plans with terms favoring selected, non-Fund parties.

Generally, vote FOR management proposals to cancel repurchased shares.

Generally, vote AGAINST proposals for share repurchase methods lacking adequate risk mitigation or exceeding appropriate volume or duration parameters for the market.

Consider shareholder proposals seeking share repurchase programs on a CASE-BY-CASE basis, with input from the Investment Professional(s) for a given Fund to be given primary consideration.

Tracking Stock

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

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8. Executive and Director Compensation

Except as otherwise provided for herein, votes with respect to compensation and employee benefit plans should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, which includes determination of costs and comparison to an allowable cap.

· Generally, vote in accordance with the Agent’s recommendations FOR equity-based plans with costs within such cap and AGAINST those with costs in excess of it, except that plans above the cap may be supported if so recommended by the Agent or Investment Professional as a condition to a major transaction such as a merger.

· Generally, vote AGAINST plans if the Agent suggests cost or dilution assessment may not be possible due to the method of disclosing shares allocated to the plan(s), except that such concerns arising in connection with evergreen provisions shall be considered CASE-BY-CASE, voted FOR if the company has provided a reasonable rationale and/or adequate disclosure regarding the plan as a whole.

· Generally, vote FOR plans with costs within the cap if the primary considerations raised by the Agent pertain to matters that would not result in a negative vote under these Guidelines on the relevant board or committee member(s), or equity compensation burn rate or pay for performance as defined by Agent.

· Generally, vote AGAINST plans administered by potential grant recipients.

· Generally, vote AGAINST proposals to eliminate existing shareholder approval requirements for material plan changes, unless the company has provided a reasonable rationale and/or adequate disclosure regarding the requested changes.

· Generally vote AGAINST long-term incentive plans that are inadequately aligned with shareholders because they lack an appropriate equity component, except that such cases will be considered CASE-BY-CASE in connection with executives already holding significant equity positions.

· Generally, vote AGAINST plans that contain an overly liberal change in control definition ( e.g. , does not result in actual change in control).

· Consider plans CASE-BY-CASE if the Agent raises other considerations not otherwise provided for herein.

Restricted Stock or Stock Option Plans

Consider proposals for restricted stock or stock option plans, or the issuance of shares in connection with such plans, on a CASE-BY-CASE basis, considering factors such as level of disclosure and adequacy of vesting or performance requirements. Plans that do not meet the Agent’s criteria in this regard may be supported, but vote AGAINST if no disclosure is provided regarding either vesting or performance requirements.

Management Proposals Seeking Approval to Reprice Options

Review on a CASE-BY-CASE basis management proposals seeking approval to reprice, replace or exchange options, considering factors such as rationale, historic trading patterns, value-for-value exchange, vesting periods and replacement option terms. Generally, vote FOR proposals that meet the Agent’s criteria for acceptable repricing, replacement or exchange transactions, except that considerations raised by the Agent regarding burn rate or executive participation shall not be grounds for withholding support.

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Vote AGAINST compensation plans that (1) permit or may permit ( e.g. , history of repricing and no express prohibition against future repricing) repricing of stock options, or any form or alternative to repricing, without shareholder approval, (2) include provisions that permit repricing, replacement or exchange transactions that do not meet the Agent’s criteria (except regarding burn rate or executive participation as noted above), or (3) give the board sole discretion to approve option repricing, replacement or exchange programs.

Director Compensation

Votes on stock-based plans for directors are made on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s quantitative approach described above as well as a review of qualitative features of the plan in cases in which costs exceed the Agent’s threshold. DO NOT VOTE AGAINST plans for which burn rate is the sole consideration raised by the Agent.

Employee Stock Purchase Plans

Votes on employee stock purchase plans, and capital issuances in support of such plans, should be made on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, except that negative recommendations by the Agent due to evergreen provisions will be reviewed CASE-BY-CASE, voted FOR if the company has provided a reasonable rationale and/or adequate disclosure regarding the plan as a whole.

OBRA-Related Compensation Proposals

Votes on plans intended to qualify for favorable tax treatment under the provisions of Section 162(m) of OBRA should be evaluated irrespective of the Agent’s assessment of board independence, provided that the board meets the independence requirements of the relevant listing exchange and no potential recipient under the plan(s) sits on the committee that exercises discretion over the related compensation awards. Unless the issuer has provided a compelling rationale, generally vote with the Agent’s recommendations AGAINST plans that deliver excessive compensation that fails to qualify for favorable tax treatment.

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, generally voting FOR such plans that do not raise any negative concerns under these Guidelines.

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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, with primary consideration given to management’s assessment that such plan meets the requirements for exemption of performance-based compensation.

Shareholder Proposals Regarding Executive and Director Pay

Regarding the remuneration of individuals other than senior executives and directors, generally, vote AGAINST shareholder proposals that seek to expand or restrict disclosure or require shareholder approval beyond regulatory requirements and market practice. Vote AGAINST shareholder proposals that seek disclosure of executive or director compensation if providing it would be out of step with market practice and potentially disruptive to the business.

Unless evidence exists of abuse in historical compensation practices, and except as otherwise provided for herein, generally vote AGAINST shareholder proposals that seek to impose new compensation structures or policies, such as “claw back” recoupments or advisory votes.

Severance and Termination Payments

Generally, vote FOR shareholder proposals to have parachute arrangements submitted for shareholder ratification (with “parachutes” defined as compensation arrangements related to termination that specify change in control events) and provided that the proposal does not include unduly restrictive or arbitrary provisions such as advance approval requirements.

Generally vote AGAINST shareholder proposals to submit executive severance agreements for shareholder ratification, unless such proposals specify change in control events, Supplemental Executive Retirement Plans, or deferred executive compensation plans, or ratification is required by the listing exchange.

Review on a CASE-BY-CASE basis all proposals to approve, ratify or cancel executive severance or termination arrangements, including those related to executive recruitment or retention, generally voting FOR such compensation arrangements if the issuer has provided adequate rationale and/or disclosure or support is recommended by the Agent or Investment Professional ( e.g. , as a condition to a major transaction such as a merger). However, vote in accordance with the Agent’s recommendations FOR new or materially amended plans, contracts or payments that require change in control provisions to be double-triggered and defined to require an actual change in control, except that plans, contracts or payments not meeting such standards may be supported if mitigating provisions or board actions ( e.g. , clawbacks) are present.

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.

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Holding Periods

Generally, vote AGAINST proposals requiring mandatory periods for officers and directors to hold company stock.

Advisory Votes on Executive Compensation (Say on Pay)

Generally, management proposals seeking ratification of the company’s compensation program will be voted FOR unless the program includes practices or features not supported under these Guidelines and the proposal receives a negative recommendation from the Agent. Unless otherwise provided for herein, proposals not receiving the Agent’s support due to concerns regarding severance/termination payments, incentive structures or vesting or performance criteria not otherwise supported by these Guidelines will be considered on a CASE-BY-CASE basis, factoring in whether the issuer has made improvements to its overall compensation program and generally voting FOR if the company has provided a reasonable rationale and/or adequate disclosure regarding the matter(s) under consideration. For say on pay proposals not supported by the Agent and referencing incentive plan concerns:

(1) Long-term incentive plans : Proposals will be voted AGAINST if they cite long-term incentive plans that are inadequately aligned with shareholders because they are cash-based or lack an appropriate equity component, except that such cases will be considered CASE-BY-CASE in connection with executives already holding significant equity positions.

(2) Short-term incentive plans : Proposals will be considered on a CASE-BY-CASE basis if they cite short-term incentive plans over which the board has exercised discretion to exclude extraordinary items, and voted AGAINST if treatment of such items has been inconsistent ( e.g. , exclusion of losses but not gains).

Generally, vote AGAINST proposals when named executives have material input into setting their own compensation.

Generally, vote AGAINST proposals presented by issuers subject to Troubled Asset Relief Program (TARP) provisions if there is inadequate discussion of the process for ensuring that incentive compensation does not encourage excessive risk-taking.

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, anti-greenmail 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, generally supporting management proposals not assessed as a potential takeover defense, but if so assessed, weighing management’s rationale for the change. Generally, vote FOR management reincorporation proposals upon which another key proposal, such as a merger transaction, is contingent if the other key proposal is also supported. Generally, vote AGAINST shareholder reincorporation proposals not also supported by the company.

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10. Mergers and Corporate Restructurings

Input from the Investment Professional(s) for a given Fund shall be given primary consideration with respect to proposals regarding business combinations, particularly those between otherwise unaffiliated parties, or other corporate restructurings being considered on behalf of that Fund.

Generally, vote FOR a proposal not typically supported under these Guidelines if a key proposal, such as a merger transaction, is contingent upon its support and a vote FOR is accordingly recommended by the Agent or an Investment Professional.

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 demergers, minority squeezeouts, leveraged buyouts, spinoffs, liquidations, dispositions, divestitures and asset sales, should be considered on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals.

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

Approving New Classes or Series of Shares

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

Authorizing the Board to Hire and Terminate Subadvisors Without Shareholder Approval

Generally, vote FOR these proposals.

Master-Feeder Structure

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

Establish Director Ownership Requirement

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

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The matters below should be examined on a CASE-BY-CASE basis:

· Election of Directors

· Converting Closed-end Fund to Open-end Fund

· Proxy Contests

· Investment Advisory Agreements

· Preferred Stock Proposals

· 1940 Act Policies

· Changing a Fundamental Restriction to a Nonfundamental Restriction

· Change Fundamental Investment Objective to Nonfundamental

· Name Rule Proposals

· Disposition of Assets/Termination/Liquidation

· Changes to the Charter Document

· Changing the Domicile of a Fund

· Change in Fund’s Subclassification

· Distribution Agreements

· Mergers

· Reimburse Shareholder for Expenses Incurred

· Terminate the Investment Advisor

12. Social and Environmental Issues

These issues cover a wide range of topics. In general, unless otherwise specified herein, vote CASE-BY-CASE. While a wide variety of factors may go into each analysis, the overall principle guiding all vote recommendations focuses on how or whether the proposal will enhance the economic value of the company. Because a company’s board is likely to have access to relevant, non-public information regarding a company’s business, such proposals will generally be voted in a manner intended to give the board (rather than shareholders) latitude to set corporate policy and oversee management.

Absent concurring support from the issuer, compelling evidence of abuse, significant public controversy or litigation, the issuer’s significant history of relevant violations; or activities not in step with market practice or regulatory requirements, or unless provided for otherwise herein, generally vote AGAINST shareholder proposals seeking to dictate corporate conduct, apply existing law, duplicate policies already substantially in place and/or addressed by the issuer, or release information that would not help a shareholder evaluate an investment in the corporation as an economic matter. Such proposals would generally include those seeking preparation of reports and/or implementation or additional disclosure of corporate policies related to issues such as consumer and public safety, environment and energy, labor standards and human rights, military business and political concerns, workplace diversity and non-discrimination, sustainability, social issues, vendor activities, economic risk or matters of science and engineering.

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13. Global Proxies

The foregoing Guidelines provided in connection with proxies of U.S. issuers shall also be applied to global proxies where applicable and not provided for otherwise herein. The following provide for differing regulatory and legal requirements, market practices and political and economic systems existing in various global markets.

Unless otherwise provided for herein, it shall generally be the policy of the Funds to vote AGAINST global proxy proposals in cases in which the Agent recommends voting AGAINST such proposal because relevant disclosure by the issuer, or the time provided for consideration of such disclosure, is inadequate. For purposes of these global Guidelines, “AGAINST” shall mean withholding of support for a proposal, resulting in submission of a vote of AGAINST or ABSTAIN, as appropriate for the given market and level of concern raised by the Agent regarding the issue or lack of disclosure or time provided.

In connection with practices described herein that are associated with a firm AGAINST vote, it shall generally be the policy of the Funds to consider them on a CASE-BY-CASE basis if the Agent recommends their support (1) as the issuer or market transitions to better practices ( e.g. , having committed to new regulations or governance codes) or (2) as the more favorable choice in cases in which shareholders must choose between alternate proposals.

Routine Management Proposals

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

· the opening of the shareholder meeting

· that the meeting has been convened under local regulatory requirements

· the presence of quorum

· the agenda for the shareholder meeting

· the election of the chair of the meeting

· the appointment of shareholders to co-sign the minutes of the meeting

· regulatory filings ( e.g. , to effect approved share issuances)

· the designation of inspector or shareholder representative(s) of minutes of meeting

· the designation of two shareholders to approve and sign minutes of meeting

· the allowance of questions

· the publication of minutes

· the closing of the shareholder meeting

Consider proposals seeking authority to call shareholder meetings on less than 21 days’ notice on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to consider whether the issuer has provided clear disclosure of its compliance with any hurdle conditions for the authority imposed by applicable law and has historically limited it use of such authority to time-sensitive matters.

Discharge of Management/Supervisory Board Members

Generally, vote FOR management proposals seeking the discharge of management and supervisory board members, unless the Agent recommends AGAINST due to concern about the past actions of the company’s auditors or directors or legal action is being taken against the board by other shareholders, including when the proposal is bundled. Generally do not withhold

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support from such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the issuer or its board.

Director Elections

Agreement with the Agent’s independence standards shall not dictate that a Fund’s vote shall be cast according to the Agent’s corresponding recommendation. Further, unless otherwise provided for herein, the application of Guidelines in connection with such standards shall apply only in cases in which the nominee’s level of independence can be ascertained based on available disclosure. These policies generally apply to director nominees in uncontested elections; votes in contested elections, and votes on director nominees not subject to policies described herein, should be made on a CASE-BY-CASE basis, with primary consideration in contested elections given to input from the Investment Professional(s) for a given Fund.

For issuers domiciled in Canada, Finland, France, Ireland, the Netherlands, Sweden or tax haven markets, generally vote AGAINST non-independent directors in cases in which the full board serves as the audit committee, or the company does not have an audit committee .

For issuers in all markets, including those in tax haven markets and those in Japan that have adopted the U.S.-style board-with-committees structure , vote AGAINST non-independent nominees to the audit committee, or, if the slate of nominees is bundled, vote AGAINST the slate. If the slate is bundled and audit committee membership is unclear or proposed as a separate agenda item, vote FOR if the Agent otherwise recommends support. For Canadian issuers, the Funds’ U.S. Guidelines with respect to audit committees shall apply; in addition, nominees (or slates of nominees) will be voted AGAINST if they do not comply with regulatory requirements to disclose audit fees broken down by category.

Negative recommendations from the Agent on slate ballots of nominees at Canadian issuers will be considered on a CASE-BY-CASE basis if the board is classified or the Agent cites other concerns not otherwise supported by these Guidelines, generally voting AGAINST when concerns relate to dual class capital structures or other anti-takeover/entrenchment devices.

In tax haven markets, DO NOT VOTE AGAINST non-independent directors in cases in which the full board serves as the compensation committee, or the company does not have a compensation committee .

Vote FOR non-independent directors who sit on the compensation or nominating committees if such committee meets the applicable independence requirements of the relevant listing exchange.

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In cases in which committee membership is unclear, consider non-independent director nominees on a CASE-BY-CASE basis if no other issues have been raised in connection with his/her nomination.

Generally follow the Agent’s recommendations to vote AGAINST individuals nominated as outside/non-executive directors who do not meet the Agent’s standard for independence, unless the slate of nominees is bundled, in which case the proposal(s) to elect board members shall be considered on a CASE-BY-CASE basis.

For issuers in tax haven markets, generally withhold support (AGAINST or ABSTAIN, as appropriate) from bundled slates of nominees if the board is non-majority independent. For issuers in Canada and other global markets, generally follow the Agent’s standards for withholding support from bundled slates or non-independent directors (typically excluding the CEO), as applicable, if the board does not meet the Agent’s independence standards or the board’s independence cannot be ascertained due to inadequate disclosure.

For issuers in Japan, generally follow the Agent’s recommendations in furtherance of greater board independence and minority shareholder protections. Specifically, at listed subsidiary companies with publicly-traded parent companies, generally vote AGAINST reelection of top executives if the board after the shareholder meeting does not include at least two directors deemed independent under the Agent’s standards. At listed subsidiaries with the U .S.-style board-with-committees , generally also vote AGAINST nominating committee members who are insiders or affiliated outsiders if the board after the shareholder meeting does not include at least two directors deemed independent under the Agent’s standards. However, so that companies may have time to identify and recruit qualified candidates, for 2010, generally DO NOT VOTE AGAINST the reelection of executives if the company has at least one independent director.

Generally, withhold support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of nominees presented in a manner not aligned with market practice and/or legislation, including:

· Bundled slates of nominees ( e.g. , France, Hong Kong or Spain);

· Simultaneous reappointment of retiring directors ( e.g. , South Africa);

· In markets with term lengths capped by legislation or market practice, nominees whose terms exceed the caps or are not disclosed (except that bundled slates with such lack of disclosure shall be considered on a CASE-BY-CASE basis); or

· Nominees whose names are not disclosed in advance of the meeting ( e.g. , Austria, Philippines, Hong Kong or South Africa) or far enough in advance relative to voting deadlines ( e.g. , Italy) to make an informed voting decision.

Such criteria will not generally provide grounds for withholding support in countries in which they may be identified as best practice but such legislation or market practice is not yet applicable, unless specific governance shortfalls identified by the Agent ( e.g. , director terms longer than four years) indicate diminished accountability to shareholders and so dictate that less latitude should be extended to the issuer.

Generally vote FOR nominees without regard to recommendations that the position of chairman should be separate from that of CEO or otherwise required to be independent, unless other concerns requiring CASE-BY-CASE consideration have been raised. The latter would include

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former CEOs proposed as board chairmen in markets such as the United Kingdom for which best practice and the Agent recommend against such practice.

In cases in which cumulative or net voting applies, generally vote with Agent’s recommendation to support nominees asserted by the issuer to be independent, even if independence disclosure or criteria fall short of Agent’s standards.

Consider nominees for whom the Agent has raised concerns regarding scandals or internal controls on a CASE-BY-CASE basis, generally withholding support (AGAINST or ABSTAIN, as appropriate) from nominees or slates of nominees when:

· The scandal or shortfall in controls took place at the company, or an affiliate, for which the nominee is being considered;

· Culpability can be attributed to the nominee ( e.g. , nominee manages or audits relevant function), and

· The nominee has been directly implicated, with resulting arrest and criminal charge or regulatory sanction.

Consider non-independent nominees on a CASE-BY-CASE basis when the Agent has raised concerns regarding diminished shareholder value as evidenced by a significant drop in share price, generally voting with Agent’s recommendation AGAINST such nominees when few, if any, outside directors are present on the board and:

· The founding family has retained undue influence over the company despite a history of scandal or problematic controls;

· The nominees have engaged in protectionist activities such as introduction of a poison pill or preferential and/or dilutive share issuances; or

· Evidence exists regarding compliance or accounting shortfalls.

If the Agent recommends withholding support due to other material failures or egregious actions, the Funds’ U.S. Guidelines with respect such issues shall apply.

Consider nominees serving on the remuneration committee on a CASE-BY-CASE basis if the Agent recommends withholding support from nominees in connection with remuneration practices not otherwise supported by these Guidelines, including cases in which the issuer has not followed market practice by submitting a resolution on executive compensation.

For markets such as the tax havens, Australia, Canada, Hong Kong, Malaysia, Singapore and South Africa (and for outside directors in South Korea) in which nominees’ attendance records are adequately disclosed, the Funds’ U.S. Guidelines with respect to director attendance shall apply. The same two-year attendance policy shall be applied regarding attendance by directors and statutory auditors of Japanese companies if year-over-year data can be tracked by nominee. For issuers in Canada, generally vote AGAINST a slate of nominees if one or more nominees fail the attendance Guideline, unless the Agent cites compelling reasons for supporting the slate ( e.g. , the issuer’s commitment to replace slate elections with individual elections within a year).

Consider self-nominated director candidates on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such candidates, except that (1) an

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unqualified candidate will generally not be supported simply to effect a “protest vote” and (2) cases of multiple self-nominated candidates may be considered as a proxy contest if similar issues are raised ( e.g. , potential change in control).

Generally vote FOR nominees without regard to “over-boarding” issues raised by the Agent unless other concerns requiring CASE-BY-CASE consideration have been raised.

In cases where a director holds more than one board seat and corresponding votes, manifested as one seat as a physical person plus an additional seat as a representative of a legal entity, generally vote with the Agent’s recommendation to withhold support (AGAINST or ABSTAIN, as appropriate) from the legal entity and vote on the physical person.

Generally, vote with the Agent’s recommendation to withhold support (AGAINST or ABSTAIN, as appropriate) from nominees for whom support has become moot since the time the individual was nominated ( e.g. , due to death, disqualification or determination not to accept appointment).

Generally, vote with the Agent’s recommendation when more candidates are presented than available seats and no other provisions under these Guidelines apply.

For companies incorporated in tax haven markets but which trade exclusively in the U.S., the Funds’ U.S. Guidelines with respect to director elections shall apply.

Board Structure

Generally, vote FOR proposals to fix board size, but also support proposals seeking a board range if the range is reasonable in the context of market practice and anti-takeover considerations. Proposed article amendments in this regard shall be considered on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals.

Director and Officer Indemnification and Liability Protection

Generally, vote in accordance with the Agent’s standards for indemnification and liability protection for officers and directors, voting AGAINST overly broad provisions.

Independent Statutory Auditors

With respect to Japanese companies that have not adopted the U.S.-style board-with-committees structure, vote AGAINST any nominee to the position of “independent statutory auditor” whom the Agent considers affiliated, e.g. , if the nominee has worked a significant portion of his career for the company, its main bank or one of its top shareholders. Where shareholders are forced to vote on multiple nominees in a single resolution, vote AGAINST all nominees. In cases in which multiple slates of statutory auditors are presented, generally vote with the Agent’s recommendation, typically to support nominees deemed to be more independent and/or aligned with interests of minority shareholders.

Generally, vote AGAINST incumbent nominees at companies implicated in scandals or exhibiting poor internal controls.

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Key Committees

Generally, vote AGAINST proposals that permit non-board members to serve on the audit, compensation or nominating committee, provided that bundled slates may be supported if no slate nominee serves on the relevant committee(s). If not otherwise addressed under these Guidelines, consider other negative recommendations from the Agent regarding committee members on a CASE-BY-CASE basis.

Director and Statutory Auditor Remuneration

Consider director compensation plans on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such proposals, while also factoring in the merits of the rationale and disclosure provided.

Generally, vote FOR proposals to approve the remuneration of directors and auditors as long as the amount is not excessive ( e.g. , significant increases should be supported by adequate rationale and disclosure), there is no evidence of abuse, the recipient’s overall compensation appears reasonable, and the board and/or responsible committee meets exchange or market standards for independence .

For European issuers, vote AGAINST non-executive director remuneration if:

· The advance general meeting documents do not specify fees paid to non-executive directors;

· The company seeks to excessively increase the fees relative to market or sector practices without providing a reasonable rationale for the increase; or

· It provides for granting of stock options or similarly structured equity-based compensation.

For Toronto Stock Exchange (TSX) issuers, the Agent’s limits with respect to equity awards to non-employee directors shall apply.

Bonus Payments

With respect to Japanese companies, generally vote FOR retirement bonus proposals if all payments are for directors and auditors who have served as executives of the company. Generally vote AGAINST such proposals if one or more payments are for non-executive, affiliated directors or statutory auditors when one or more of the individuals to whom the grants are being proposed (1) has not served in an executive capacity for the company for at least three years or (2) has been designated by the company as an independent statutory auditor, regardless of the length of time he/she has served. In all markets, if issues have been raised regarding a scandal or internal controls, generally vote AGAINST bonus proposals for retiring directors or continuing directors or auditors when culpability can be attributed to the nominee ( e.g. , if a Fund is also voting AGAINST the nominee under criteria herein regarding issues of scandal or internal controls), unless bundled with bonuses for a majority of directors or auditors a Fund is voting FOR.

Stock Option Plans for Independent Internal Statutory Auditors

With respect to Japanese companies, follow the Agent’s guidelines with respect to proposals regarding option grants to independent internal statutory auditors or other outside parties, generally voting AGAINST such plans.

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Compensation Plans

Unless otherwise provided for herein, votes with respect to compensation plans, and awards thereunder or capital issuances in support thereof, should be determined on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such plans, considering quantitative or qualitative factors as appropriate for the market.

Amendment Procedures for Equity Compensation Plans and ESPPs

For TSX issuers, votes with respect to amendment procedures for security-based compensation arrangements and employee share purchase plans shall generally be cast in a manner designed to preserve shareholder approval rights, with voting decisions generally based on the Agent’s recommendation.

Shares Reserved for Equity Compensation Plans

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s methodology, including classification of a company’s stage of development as growth or mature and the corresponding determination as to reasonability of the share requests.

Generally, vote AGAINST equity compensation plans ( e.g. , option, warrant, restricted stock or employee share purchase plans or participation in company offerings such as IPOs or private placements), the issuance of shares in connection with such plans, or related management proposals ( e.g. , article amendments) that:

· Exceed Agent’s recommended dilution limits, including cases in which the Agent suggests dilution cannot be fully assessed ( e.g. , due to inadequate disclosure);

· Provide deep or near-term discounts (or the equivalent, such as dividend equivalents on unexercised options) to executives or directors, unless discounts to executives are adequately mitigated by other requirements such as long-term vesting ( e.g. , Japan) or broad-based employee participation otherwise meeting the Agent’s standards ( e.g. , France);

· Are administered with discretion by potential grant recipients, unless such discretion is deemed acceptable due to market practice or other mitigating provisions;

· Provide for retirement benefits or equity incentive awards to outside directors if not in line with market practice ( e.g. , Australia, Belgium, The Netherlands);

· Permit financial assistance in the form of non-recourse (or essentially non-recourse) loans in connection with executive’s participation;

· For matching share plans, do not meet the Agent’s standards, considering holding period, discounts, dilution, participation, purchase price and performance criteria;

· Provide for vesting upon change in control if deemed to evidence a conflict of interest or anti-takeover device or if the change in control definition is too liberal ( e.g., does not result in actual change in control);

· Provide no disclosure regarding vesting or performance criteria (provided that proposals providing disclosure in one or both areas, without regard to Agent’s criteria for such disclosure, shall be supported provided they otherwise satisfy these Guidelines);

· Permit post-employment vesting if deemed inappropriate by the Agent;

· Allow plan administrators to make material amendments without shareholder approval unless adequate prior disclosure has been provided, with such voting decisions generally based on the Agent’s approach to evaluating such plans; or

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· Provide for retesting in connection with achievement of performance hurdles unless the Agent’s analysis indicates that (1) performance targets are adequately increased in proportion to the additional time available, (2) the retesting is de minimis as a percentage of overall compensation or is acceptable relative to market practice, or (3) the issuer has committed to cease retesting within a reasonable period of time.

Generally, vote FOR such plans/awards or the related issuance of shares that (1) do not suffer from the defects noted above, or (2) otherwise meet the Agent’s tests if the considerations raised by the Agent pertain primarily to performance hurdles, contract or notice periods, severance/termination payments relative to multiples of annual compensation, discretionary bonuses, recruitment awards, retention incentives, non-compete payments or vesting upon change in control (other than addressed above), if:

(1) The company has provided adequate disclosure and/or a reasonable rationale regarding the relevant plan/award, practice or participation;

(2) The recipient’s overall compensation appears reasonable;

(3) Potential payments or awards are not so significant (individually or collectively) as to potentially influence an executive’s decision-making ( e.g. , to enter into a transaction that will result in a change of control payment) or to effectively act as a poison pill; and

(4) The board and/or responsible committee meets exchange or market standards for independence.

Unless otherwise provided for herein, market practice of the primary country in which a company does business, or in which an employee is serving, as applicable, shall supersede that of the issuer’s domicile.

Consider proposals in connection with such plans or the related issuance of shares in other instances on a CASE-BY-CASE basis.

Remuneration Reports (Advisory Votes on Executive Compensation)

Generally, withhold support (AGAINST or ABSTAIN as appropriate for specific market and level of concerns identified by the Agent) from remuneration reports/advisory votes on compensation that include compensation plans that:

(1) Permit practices or features not supported under these Guidelines, including financial assistance under the conditions described above;

(2) Permit retesting excessive relative to market practice (irrespective of the Agent’s support for the report as a whole);

(3) Cite long-term incentive plans deemed to be inadequately based on equity awards ( e.g. , cash-based plans or plans lacking an appropriate equity component);

(4) Cite equity award valuation methods triggering a negative recommendation from the Agent;

(5) For issuers in the United Kingdom, include components, metrics or rationales that have not been adequately disclosed;

(6) For issuers in Australia, permit open market purchase of shares in support of equity grants in lieu of seeking shareholder approval, but only if the issuer has a history of significant negative votes when formally seeking approval for such grants; or

(7) Include provisions for retirement benefits or equity incentive awards to outside directors if not in line with market practice, except that reports will generally be voted

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FOR if contractual components are reasonably aligned with market practices on a going-forward basis ( e.g. , existing obligations related to retirement benefits or terms contrary to evolving standards would not preclude support for the report).

Reports receiving the Agent’s support and not triggering the concerns cited above will generally be voted FOR. Unless otherwise provided for herein, reports not receiving the Agent’s support due to concerns regarding severance/termination payments, “leaver” status, incentive structures and vesting or performance criteria not otherwise supported by these Guidelines shall be considered on a CASE-BY-CASE basis, generally voted FOR if:

(1) The company has provided a reasonable rationale and/or adequate disclosure regarding the matter(s) under consideration;

(2) The recipient’s overall compensation appears reasonable, and;

(3) The board and/or responsible committee meets exchange or market standards for independence.

Reports with typically unsupported features may be voted FOR in cases in which the Agent recommends their initial support as the issuer or market transitions to better practices ( e.g. , having committed to new regulations or governance codes).

Shareholder Proposals Regarding Executive and Director Pay

The Funds’ U.S. Guidelines with respect to such shareholder proposals shall apply.

General Share Issuances

Unless otherwise provided for herein, voting decisions shall generally be based on the Agent’s practice to determine support for general issuance requests (with or without preemptive rights), or related requests to repurchase and reissue shares, based on their amount relative to currently issued capital, appropriate volume and duration parameters, and market-specific considerations ( e.g. , priority right protections in France, reasonable levels of dilution and discount in Hong Kong). Requests to reissue repurchased shares will not be supported unless a related general issuance request is also supported.

Consider specific issuance requests on a CASE-BY-CASE basis based on the proposed use and the company’s rationale.

Generally, vote AGAINST proposals to issue shares (with or without preemptive rights), convertible bonds or warrants, to grant rights to acquire shares, or to amend the corporate charter relative to such issuances or grants in cases in which concerns have been identified by the Agent with respect to inadequate disclosure, inadequate restrictions on discounts, failure to meet the Agent’s standards for general issuance requests, or authority to refresh share issuance amounts without prior shareholder approval.

Generally, vote AGAINST nonspecific proposals authorizing excessive discretion to a board.

Increases in Authorized Capital

Unless otherwise provided for herein, voting decisions should generally be based on the Agent’s approach, as follows. Generally:

· Vote FOR nonspecific proposals, including bundled proposals, to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

· Vote FOR specific proposals to increase authorized capital, unless:

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· The specific purpose of the increase (such as a share-based acquisition or merger) does not meet these Guidelines for the purpose being proposed; or

· The increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances.

· Vote AGAINST proposals to adopt unlimited capital authorizations.

· The Agent’s market-specific exceptions to the above parameters ( e.g. , The Netherlands, due to hybrid market controls) shall be applied.

Preferred Stock

Unless otherwise provided for herein, voting decisions should generally be based on the Agent’s approach, including:

· Vote FOR the creation of a new class of preferred stock or issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

· Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets the Agent’s guidelines on equity issuance requests.

· Vote AGAINST the creation of (1) a new class of preference shares that would carry superior voting rights to the common shares or (2) blank check preferred stock unless the board states that the authorization will not be used to thwart a takeover bid.

Poison Pills/Protective Preference Shares

Generally, vote AGAINST management proposals in connection with poison pills or anti-takeover activities ( e.g. , disclosure requirements or issuances, transfers or repurchases) that do not meet the Agent’s standards. Generally vote in accordance with Agent’s recommendation to withhold support from a nominee in connection with poison pill or anti-takeover considerations when culpability for the actions can be specifically attributed to the nominee. Generally DO NOT VOTE AGAINST director remuneration in connection with poison pill considerations raised by the Agent.

Waiver on Tender-Bid Requirement

Generally, consider proposals on a CASE-BY-CASE basis seeking a waiver for a major shareholder from the requirement to make a buyout offer to minority shareholders, voting FOR when little concern of a creeping takeover exists and the company has provided a reasonable rationale for the request.

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, which, in the case of related party transactions, would include concerns raised by the Agent regarding consulting agreements with non-executive directors but not severance/termination payments exceeding the Agent’s standards for multiples of annual compensation, provided the recipient’s overall compensation appears reasonable and the board and/or responsible committee meets exchange or market standards for independence. Unless otherwise provided for herein, reports not receiving the Agent’s support due to other concerns regarding severance/termination payments not otherwise supported by these Guidelines shall be considered on a CASE-BY-CASE basis,

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factoring in the merits of the rationale or disclosure provided and generally voted FOR if the overall compensation package and/or program at issue appears reasonable. Generally, vote AGAINST board-issued reports receiving a negative recommendation from the Agent due to concerns regarding independence of the board or the presence of non-independent directors on the audit committee. However, generally do not withhold support from such proposals in connection with remuneration practices otherwise supported under these Guidelines or as a means of expressing disapproval of broader practices of the issuer or its board.

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.

Ratification of Auditors and Approval of Auditors’ Fees

For Canadian issuers, the Funds’ U.S. Guidelines with respect to auditors and auditor fees shall apply.

For other markets, generally, follow the Agent’s standards for proposals seeking auditor ratification or approval of auditors’ fees, which indicate a vote FOR such proposals for European companies in the MSCI EAFE index, provided the level of disclosure and independence meet the Agent’s standards. However, if fees for non-audit services (excluding significant, one-time events) exceed 50 percent of total auditor fees, consider on a CASE-BY-CASE basis, and vote FOR ratification of auditors or approval of auditors’ fees if it appears that remuneration for the non-audit work is not so lucrative as to taint the auditor’s independence.

In other cases, generally vote FOR such proposals unless there are material concerns raised by the Agent about the auditor’s practices or independence.

Audit Commission

Consider nominees to the audit commission on a CASE-BY-CASE basis, with voting decisions generally based on the Agent’s approach to evaluating such candidates.

Allocation of Income and Dividends

With respect to Japanese companies, consider management proposals concerning allocation of income and the distribution of dividends, including adjustments to reserves to make capital available for such purposes, on a CASE-BY-CASE basis, generally voting with the Agent’s recommendations to support such proposals unless:

· The dividend payout ratio has been consistently below 30 percent without adequate explanation; or

· The payout is excessive given the company’s financial position.

Generally vote FOR such proposals by issuers in other markets. In any markets, in the event management offers multiple dividend proposals on the same agenda, primary consideration shall be given to input from the relevant Investment Professional(s) and voted with the Agent’s recommendation if no input is received.

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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 Instruments

Generally, vote AGAINST proposals authorizing excessive discretion to a board to issue or set terms for debt instruments ( e.g. , commercial paper).

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, or for which inadequate disclosure precludes calculation of the gearing level, comparing any such proposed debt issuance to industry and market standards, and with voting decisions generally based on the Agent’s approach to evaluating such requests.

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 or high-risk terms ( e.g. , deposits without security interest or guaranty).

Approval of Donations

Generally, vote AGAINST such proposals unless adequate, prior disclosure of amounts is provided; if so, single- or multi-year authorities may be supported.

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.

Investment of Company Reserves

These proposals should generally be analyzed on a CASE-BY-CASE basis, with primary consideration given to input from the Investment Professional(s) for a given Fund.

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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:

· It is editorial in nature;

· Shareholder rights are protected;

· There is negligible or positive impact on shareholder value;

· Management provides adequate reasons for the amendments or the Agent otherwise supports management’s position;

· It seeks to discontinue and/or delist a form of the issuer’s securities in cases in which the relevant Fund does not hold the affected security type; or

· The company is required to do so by law (if applicable).

Generally, vote AGAINST an article amendment if:

· It removes or lowers quorum requirements for board or shareholder meetings below levels recommended by the Agent;

· It reduces relevant disclosure to shareholders;

· It seeks to align the articles with provisions of another proposal not supported by these Guidelines;

· It is not supported under these Guidelines, is presented within a bundled proposal, and the negative impact, on balance, outweighs any positive impact; or

· It imposes a negative impact on existing shareholder rights, including rights of the Funds, or diminishes accountability to shareholders to the extent that any positive impact would not be deemed to be sufficient to outweigh removal or diminution of such rights.

With respect to article amendments for Japanese companies:

· Generally vote FOR management proposals to amend a company’s articles to expand its business lines.

· Generally vote FOR management proposals to amend a company’s articles to provide for an expansion or reduction in the size of the board, unless the expansion/reduction is clearly disproportionate to the growth/decrease in the scale of the business or raises anti-takeover concerns.

· If anti-takeover concerns exist, generally vote AGAINST management proposals, including bundled proposals, to amend a company’s articles to authorize the Board to vary the annual meeting record date or to otherwise align them with provisions of a takeover defense.

· Generally follow the Agent’s guidelines with respect to management proposals regarding amendments to authorize share repurchases at the board’s discretion, voting AGAINST proposals unless there is little to no likelihood of a “creeping takeover” (major shareholder owns nearly enough shares to reach a critical control threshold) or constraints on liquidity (free float of shares is low), and where the company is trading at below book value or is facing a real likelihood of substantial share sales; or where this amendment is bundled with other amendments which are clearly in shareholders’ interest.

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Other Business

In connection with global proxies, vote in accordance with the Agent’s market-specific recommendations on management proposals for Other Business, generally AGAINST.

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PART C

OTHER INFORMATION

ING VARIABLE INSURANCE TRUST

ITEM 28. EXHIBITS

(a) (1) Trust Instrument dated July 15, 1999 - Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed on April 27, 2001 and incorporated herein by reference.

(3) Certificate of Amendment effective May 9, 2001 - Filed as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(4) Amendment No. 1 to the Trust Instrument of ING Variable Insurance Trust effective March 1, 2002 - Filed as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(5) Certificate of Amendment effective May 1, 2002 - Filed as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(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 the Registrant’s Registration Statement on Form N-1A filed 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 as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(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 as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(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 the Registrant’s Registration Statement on Form N-1A filed 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 as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(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 the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed 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 as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(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 as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(17) Amendment No. 13 to the Trust Instrument of ING Variable Insurance Trust (regarding ING GET U.S. Core — Series 9) effective

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June 3, 2004 - Filed as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(18) Amendment No. 14 to the Trust Instrument of ING Variable Insurance Trust (regarding ING GET U.S. Core — Series 10, 11 and 12) effective March 30, 2005 — Filed as an Exhibit to Post-Effective Amendment No. 20 to the Registrant’s Registration Statement on Form N-1A filed on June 16, 2005 and incorporated herein by reference.

(19) Amendment No. 15 to the Trust Instrument of ING Variable Insurance Trust (regarding changing the name of ING VP Worldwide Growth Portfolio to ING VP Global Equity Dividend Portfolio) effective April 29, 2005 — Filed as an Exhibit to Post-Effective Amendment No. 20 to the Registrant’s Registration Statement on Form N-1A filed on June 16, 2005 and incorporated herein by reference.

(20) Amendment No. 16 to the Trust Instrument of ING Variable Insurance Trust (Establishment of Records) effective November 10, 2005 — Filed as an Exhibit to Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A filed June 13, 2006 and incorporated herein by reference.

(21) Amendment No. 17 to the Trust Instrument of ING Variable Insurance Trust (Abolition of ING GET U.S. Opportunity Portfolio) effective November 10, 2005 — Filed as an Exhibit to Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A filed June 13, 2006 and incorporated herein by reference.

(22) Amendment No. 18 to the Trust Instrument of ING Variable Insurance Trust (establishment of ING GET U.S. Core Portfolio — Series 13 and Series 14) effective January 19, 2006 — Filed as an Exhibit to Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A filed June 13, 2006 and incorporated herein by reference.

(23) Amendment No. 19 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING VP Global Equity Dividend Portfolio) effective April 28, 2008 — Filed herein.

(24) Amendment No. 20 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING GET U.S. Core Portfolio — Series 1) effective September 19, 2008 — Filed herein.

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(25) Amendment No. 21 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING GET U.S. Core Portfolio — Series 2) effective December 12, 2008 — Filed herein.

(26) Amendment No. 22 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING GET U.S. Core Portfolio — Series 3) effective March 13, 2009 — Filed herein.

(27) Amendment No. 23 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING GET U.S. Core Portfolio — Series 4) effective June 12, 2009 — Filed herein.

(b) By-Laws of Registrant - Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A filed 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) Amended and Restated Management Agreement dated August 2, 2005 between ING Variable Insurance Trust and ING Investments, LLC — Filed as an Exhibit to Post-Effective Amendment No. 21 to the Registrant’s Registration Statement on Form N-1A filed on August 29, 2005 and incorporated herein by reference.

(i) Amended Schedule A, dated November 2009, with respect to the Amended and Restated Management Agreement between ING Variable Insurance Trust and ING Investments, LLC — Filed herein.

(ii) Amendment to the Amended and Restated Management Agreement between ING Variable Insurance Trust and ING Investments, LLC, effective December 15, 2006 — Filed as an Exhibit to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on Form N-1A filed on April 27, 2007 and incorporated herein by reference.

(2) Sub-Advisory Agreement, made February 25, 2003, between ING Investments, LLC and ING Investment Management Co. (formerly known as Aeltus Investment Management, Inc.) — Filed as an Exhibit to Post-Effective Amendment No. 11 to the Registrant’s Registration Statement

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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 ING Investment Management Co., effective as of July 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.

(ii) Second Amendment to the Sub-Advisory Agreement between ING Investments, LLC and ING Investment Management Co., 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, effective November 2009, to the Sub-Advisory Agreement, between ING Investments, LLC and ING Investment Management Co. dated February 25, 2003 — Filed herein.

(iv) Termination letter regarding Sub-Advisory Agreement between ING Investments, LLC and ING Investment Management Co. (regarding ING VP Global Equity Dividend Portfolio formerly known as ING VP Worldwide Growth Portfolio) — Filed as an Exhibit to Post-Effective Amendment No. 18 to the Registrant’s Registration Statement on Form N-1A filed on April 29, 2005 and incorporated herein by reference.

(v) Third Amendment to the Sub-Advisory Agreement, dated February 25, 2003, between ING Investments, LLC and ING Investment Management Co., effective December 15, 2006 — Filed as an Exhibit to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on Form N-1A filed on April 27, 2007 and incorporated herein by reference.

(vi) Fourth Amendment, effective September 15, 2007, to the Sub-Advisory Agreement, dated February 25, 2003, between ING Investments, LLC and ING Investment Management Co. — Filed herein.

(3) Amended and Restated Expense Limitation Agreement, effective February 1, 2005, between ING Investments, LLC and ING Variable Insurance Trust— Filed as an Exhibit to Post-Effective Amendment No. 20 to the Registrant’s Registration Statement on Form N-1A filed on June 16, 2005

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and incorporated herein by reference.

(i) Amended Schedule A, effective November 30, 2009, to the Restated Expense Limitation Agreement (ING GET U.S. Core Portfolio — Series 5 through 14) — Filed herein.

(ii) First Amendment, effective January 30, 2009, to the Amended and Restated Expense Limitation Agreement, dated February 1, 2005, between ING Investments, LLC and ING Variable Insurance Trust — Filed herein.

(e) (1) Distribution Agreement between ING Variable Insurance Trust and ING Funds Distributor, LLC (regarding ING GET U.S. Core Portfolio) dated February 25, 2003 - Filed as an Exhibit to Post-Effective Amendment No. 14 to the Registrant’s Registration Statement on Form N-1A filed on August 31, 2004 and incorporated herein by reference.

(i) Amended Schedule A, dated November 2009, with respect to the Distribution Agreement between ING Variable Insurance Trust and ING Funds Distributor, LLC (ING GET U.S. Core Portfolio —Series 5 through 14) — Filed herein.

(f) N/A

(g) (1) Custody Agreement between The Bank of New York Mellon 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, effective April 30, 2010, to the Custody Agreement between the Bank of New York Mellon and the Registrant — Filed herein.

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

(i) Amended Exhibit A, effective April 30, 2010, to the Foreign Custody Manager Agreement between the Bank of New York Mellon and the Registrant — Filed herein.

(ii) Amended Schedule 2 dated June 4, 2009 to the Foreign Custody Manager Agreement with The Bank of New York Mellon — Filed as an Exhibit to Post-Effective Amendment No. 34 to the

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Registrant’s Registration Statement on Form N-1A filed on April 30, 2009 and incorporated herein by reference.

(3) Securities Lending Agreement and Guaranty between Investment Company and The Bank of New York Mellon 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) Form of Amended Exhibit A, effective April 30, 2010, with respect to the Securities Lending Agreement and Guaranty between the Bank of New York Mellon and the Registrant — 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, effective April 30, 2010, to the Cash Reserve Agreement between the Bank of New York and the Registrant — 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 the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed on May 18, 2000 and incorporated herein by reference.

(4) Amended and Restated Administration Agreement between ING Variable Insurance Trust and ING Funds Services, LLC dated February 25, 2003 and Amended and Restated November 30, 2008 — Filed as an Exhibit to Post-Effective Amendment No. 34 to the Registrant’s Registration

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Statement on Form N-1A filed on April 30, 2009 and incorporated herein by reference.

(i) Amended Schedule A, effective November 2009, to the Amended and Restated Administration Agreement dated February 25, 2003 between ING Variable Insurance Trust and ING Funds Services, LLC — Filed herein.

(5) Fund Accounting Agreement between Registrant and The Bank of New York Mellon 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, effective April 30, 2010, to the Fund Accounting Agreement between Registrant and The Bank of New York Mellon — 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 filed on December 8, 2003 and incorporated herein by reference.

(i) Amended and Restated Exhibit A, dated April 30, 2007, to the Agency Agreement between ING Variable Insurance Trust and DST Systems, Inc.— Filed as an Exhibit to Post-Effective Amendment No. 28 to the Registrant’s Registration Statement on Form N-1A filed on April 27, 2007 and incorporated herein by reference.

(7) Transfer Agency Services Agreement, dated February 25, 2009, between PNC Global Investment Servicing (U.S.) and ING Variable Insurance Trust — Filed as an Exhibit to Post-Effective Amendment No. 34 to the Registrant’s Registration Statement on Form N-1A filed on April 30, 2009 and incorporated herein by reference.

(i) Amended Exhibit A, effective August 20, 2009, to Transfer Agency Services Agreement dated February 25, 2009 between the Fund and PNC Global Investment Servicing (U.S.) Inc. — Filed herein.

(ii) Form Of Amended Exhibit A, effective April 30, 2010, to Transfer Agency Services Agreement dated February 25, 2009 between the Fund and PNC Global Investment Servicing (U.S.) Inc. — Filed herein.

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(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 the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed 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) — Filed as an Exhibit to Post-Effective Amendment No. 15 to the Registrant’s Registration Statement on Form N-1A filed on November 12, 2004 and incorporated herein by reference.

(6) Opinion and Consent of Dechert LLP regarding the legality of the securities being issued (ING GET U.S. Core Portfolio — 9) - Filed as an Exhibit to Post-Effective Amendment No. 19 to the Registrant’s Registration Statement on Form N-1A filed on May 24, 2005 and incorporated herein by reference.

(7) Opinion and Consent of Dechert LLP regarding the legality of the securities being issued (ING GET U.S. Core Series 10 and 11) — Filed as an Exhibit to Post-Effective Amendment No. 21 to the Registrant’s Registration Statement on Form N-1A filed on August 29, 2005 and incorporated herein by reference.

(8) Opinion and Consent of Dechert LLP regarding the legality of the securities being issued (ING GET U.S. Core Series 12) — Filed as an Exhibit to Post-Effective Amendment No. 23 to the Registrant’s

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Registration Statement on Form N-1A filed on February 21, 2006 and incorporated herein by reference.

(9) Opinion and Consent of Dechert LLP regarding the legality of the securities being issued (ING GET U.S. Core Portfolio — Series 13 and Series 14) — Filed as an Exhibit to Post-Effective Amendment No. 26 to the Registrant’s Registration Statement on Form N-1A filed June 13, 2006 and incorporated herein by reference.

(j) (1) Consent of Dechert LLP — Filed herein.

(2) Consent of KPMG LLP — Filed herein.

(k) N/A

(l) Form of Purchase Agreement - Filed as an Exhibit to Pre-Effective Amendment No. 1 to the Registrant’s Registration Statement on Form N-1A filed 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 the Registrant’s Registration Statement on Form N-1A filed on May 29, 2003 and incorporated herein by reference.

(i) Amended Schedule A, dated November 2009, 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 effective as of June 1, 2004, amended on January 3, 2006 — Filed as an exhibit to Post-Effective Amendment No. 24 to the Registrant’s Registration Statement on Form N-1A filed on April 27, 2006 and incorporated herein by reference.

(2) ING Investment Management Americas (“IIM Americas”) Code of Ethics dated February, 2005 — Filed as an Exhibit to Post-Effective Amendment No. 17 to the Registrant’s Registration Statement on Form N-1A filed on March 11, 2005 and incorporated herein by reference.

ITEM 29. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT

There are no persons controlled by or under common control with the Fund.

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ITEM 30. 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 15 of the Sub-Advisory Agreement with ING Investment Management Advisors B.V. and ING Investment Management, LLC, Section 12 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

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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.

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ITEM 31. BUSINESS AND OTHER CONNECTIONS OF THE ADVISER

(a) Information as to the directors and officers of ING Investments, LLC (the “Adviser”), 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 Adviser 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 32. PRINCIPAL UNDERWRITERS

(a) ING Funds Distributor, LLC is the principal underwriter for ING Mutual Funds; ING Funds Trust; ING Equity Trust; ING Prime Rate Trust; ING Mayflower Trust; ING Senior Income Fund; ING Series Fund, Inc.; ING Variable Products Trust; ING Variable Insurance Trust; ING Balanced Portfolio, Inc.; ING Variable Portfolios, Inc.; ING Variable Funds; ING Intermediate Bond Portfolio; ING Money Market Portfolio; ING Separate Portfolios Trust; and ING Strategic Allocation Portfolios, Inc.

(b) Not applicable.

ITEM 33. 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 Funds Distributor, LLC, 7337 East Doubletree Ranch Road, Scottsdale, AZ 85258 (records of principal underwriter)

(d) PNC Global Investment Servicing (U.S.) Inc., 301 Bellevue Parkway Wilmington, Deleware 19809.

(e) The Bank of New York Mellon, One Wall Street, New York, NY 10286 (records relating to its functions as custodian)

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(g) ING Investment Management Co. (ING IM) (relating to its function as Sub-Adviser for ING GET U.S. Core Portfolio), 230 Park Avenue, New York, NY 10169.

ITEM 34. MANAGEMENT SERVICES

Not applicable.

ITEM 35. UNDERTAKINGS

Not applicable.

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SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Amendment No. 36 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 this 29th day of April, 2010.

ING VARIABLE INSURANCE TRUST


	By:	/s/ Huey P. Falgout, Jr.
		Huey P. Falgout, Jr.
		Secretary

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EXHIBIT INDEX

ING Variable Insurance Trust

EXHIBIT NUMBER		EXHIBIT DESCRIPTION
(a)(23)		Amendment No. 19 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING VP Global Equity Dividend Portfolio) effective April 28, 2008
(a)(24)		Amendment No. 20 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING GET U.S. Core Portfolio — Series 1) effective September 19, 2008
(a)(25)		Amendment No. 21 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING GET U.S. Core Portfolio — Series 2) effective December 12, 2008
(a)(26)		Amendment No. 22 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING GET U.S. Core Portfolio — Series 3) effective March 13, 2009
(a)(27)		Amendment No. 23 to the Trust Instrument of ING Variable Insurance Trust (abolition of series of shares of beneficial interest with respect to ING GET U.S. Core Portfolio — Series 4) effective June 12, 2009
(d)(1)(i)		Amended Schedule A, dated November 2009, with respect to the Amended and Restated Management Agreement between ING Variable Insurance Trust and ING Investments, LLC
(d)(2)(iii)		Amended Schedule A, effective November 2009, to the Sub-Advisory Agreement, between ING Investments, LLC and ING Investment Management Co. dated February 25, 2003
(d)(2)(vi)		Fourth Amendment, effective September 15, 2007, to the Sub-Advisory Agreement, dated February 25, 2003, between ING Investments, LLC and ING Investment Management Co.
(d)(3)(i)		Amended Schedule A, effective November 30, 2009, to the Restated Expense Limitation Agreement (ING GET U.S. Core Portfolio — Series 5 through 14)
(d)(3)(ii)		First Amendment, effective January 30, 2009, to the Amended and Restated Expense Limitation Agreement, dated February 1, 2005, between ING Investments, LLC and ING Variable Insurance Trust
(e)(1)(i)		Amended Schedule A, dated November 2009, with respect to the Distribution Agreement between ING Variable Insurance Trust and ING Funds Distributor, LLC (ING GET U.S. Core Portfolio —Series 5 through 14)
(g)(1)(i)		Amended Exhibit A, effective April 30, 2010, to the Custody

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		Agreement between the Bank of New York Mellon and the Registrant
(g)(2)(i)		Amended Exhibit A, effective April 30, 2010, to the Foreign Custody Manager Agreement between the Bank of New York Mellon and the Registrant
(g)(3)(i)		Form Of Amended Exhibit A, effective April 30, 2010, with respect to the Securities Lending Agreement and Guaranty between the Bank of New York Mellon and the Registrant
(g)(4)(i)		Amended Exhibit A, effective April 30, 2010, to the Cash Reserve Agreement between the Bank of New York and the Registrant
(h)(4)(i)		Amended Schedule A, effective November 2009, to the Amended and Restated Administration Agreement dated February 25, 2003 between ING Variable Insurance Trust and ING Funds Services, LLC
(h)(5)(i)		Amended Exhibit A, effective April 30, 2010, to the Fund Accounting Agreement between Registrant and The Bank of New York Mellon
(h)(7)(i)		Amended Exhibit A, effective August 20, 2009, to Transfer Agency Services Agreement dated February 25, 2009 between the Fund and PNC Global Investment Servicing (U.S.) Inc.
(h)(7)(ii)		Form Of Amended Exhibit A, effective April 30, 2010, to Transfer Agency Services Agreement dated February 25, 2009 between the Fund and PNC Global Investment Servicing (U.S.) Inc.
(j)(1)		Consent of Dechert LLP
(j)(2)		Consent of KPMG LLP
(m)(1)(i)		Amended Schedule A, dated November 2009, to the Distribution Plan between ING Variable Insurance Trust and ING Funds Distributor, LLC

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Exhibit 99.B(a)(23)

AMENDMENT NO. 19 TO TRUST INSTRUMENT OF

ING VARIABLE INSURANCE TRUST

Abolition of Series of Shares of Beneficial Interest

Effective: April 28, 2008

THIS AMENDMENT NO. 19 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), dated July 15, 1999 (the “Trust Instrument”), as amended, reflects resolutions adopted by the Board of Trustees on January 31, 2008, with respect to ING VP Global Equity Dividend Portfolio, a series of the Trust (the “Fund”), acting pursuant to Section 2.6 and Section 11.4 of the Trust Instrument of the Trust. The resolutions serve to abolish the Fund, and the establishment and designation thereof, there being no shares of such series outstanding at the time of their abolition.

ING VARIABLE INSURANCE TRUST

SECRETARY’S CERTIFICATE

I, Huey P. Falgout, Jr., Secretary of ING Variable Insurance Trust (“IVIT” or the “Trust”), do hereby certify that the following is a true copy of resolutions duly adopted by the Board of Trustees of the Trust at a meeting held on January 31, 2008 with regard to the dissolution of a series of the Trust:

RESOLVED , that the Plan of Liquidation and Dissolution of Series in the form presented at the Meeting, which sets forth the terms and conditions of the proposed liquidation of ING VP Global Equity Dividend Portfolio (“Portfolio”), a series of ING Variable Insurance Trust (“IVIT”), together with any non-material changes approved by an officer of the Portfolio be, and it hereby is, approved to be effective upon shareholder approval; and

FURTHER RESOLVED , that the Board hereby approves the dissolution of the Portfolio; and

FURTHER RESOLVED, that the appropriate 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 or desirable to carry out the purpose of the foregoing resolutions, including, but not limited to, the termination of the Portfolio, and to execute and deliver all such documents in the name of, and on behalf of, IVIT as in their judgment shall be necessary to accomplish the purpose of these resolutions.

		/s/ Huey P. Falgout, Jr.
		Huey P. Falgout, Jr.
		Secretary


Dated:	April 28, 2008

Exhibit 99.B(a)(24)

AMENDMENT NO. 20 TO TRUST INSTRUMENT OF

ING VARIABLE INSURANCE TRUST

Abolition of Series of Shares of Beneficial Interest

Effective: September 19, 2008

THIS AMENDMENT NO. 20 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), dated July 15, 1999 (the “Trust Instrument”), as amended, reflects resolutions adopted by the Board of Trustees at a meeting held on July 31, 2008, with respect to ING GET U.S. Core Portfolio — Series 1, a series of the Trust (the “Fund”), acting pursuant to Section 2.6 and Section 11.4 of the Trust Instrument of the Trust. The resolutions serve to abolish the Fund, and the establishment and designation thereof, there being no shares of such series outstanding at the time of their abolition.

ING VARIABLE INSURANCE TRUST

SECRETARY’S CERTIFICATE

I, Huey P. Falgout, Jr., Secretary of ING Variable Insurance Trust (“IVIT” or the “Trust”), do hereby certify that the following is a true copy of resolutions duly adopted by the Board of Trustees of the Trust at a meeting held on July 31, 2008 with regard to the dissolution of a series of the Trust:

RESOLVED, that the Plan of Liquidation and Dissolution of Series (the “GET U.S. Core Plan”), in substantially the form presented at this Meeting, together with any changes deemed appropriate by an officer of ING Variable Insurance Trust (“IVIT” or the “Trust”), upon the advice of counsel be, and hereby is, approved; and

FURTHER RESOLVED , that the GET U.S. Core Plan be, and hereby is, intended to and shall constitute a plan of liquidation within the meaning of Section 851(b) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to ING GET U.S. Core Portfolio — Series 1 (the “GET U.S. Core Portfolio”); and

FURTHER RESOLVED , that with respect to the GET U.S. Core Portfolio, a dividend shall be declared payable pro rata on the outstanding shares of the GET U.S. Core Portfolio in the aggregate amount necessary for the GET U.S. Core Portfolio to avoid any federal income or excise tax liability for its final taxable year ending in the 2008 calendar year, taking into account other amounts that have already been, and regular distributions that will be, distributed for such period; and

FURTHER RESOLVED , that such dividend shall be paid on a payment date to shareholders of record of the GET U.S. Core Portfolio at the close of business on a record date to be determined by an officer of IVIT; and

FURTHER RESOLVED , that the officers of IVIT be, and hereby are, authorized to make designations with respect to dividends declared as they deem appropriate, including, without limitation, designations of dividends as capital gain dividends to the extent permitted under Section 852(b)(3) of the Code, and designations under Code Section 854(b) of dividends eligible for the deduction under Code Section 243 (relating to the corporate dividends-received deduction); and

execution and filing, in the name and on behalf of ING GET U.S. Core Portfolio, with the U.S. Securities and Exchange Commission, state securities authorities, or other governmental or regulatory entities, of such documents, as may be shown by such officers’ or officer’s execution or performance to be in the officers’ or officer’s judgment necessary or desirable, the taking of such action by an officer or officers of IVIT to be conclusive evidence that the same is authorized by the Board, including, but not limited to, the dissolution of the GET U.S. Core Portfolio.

		/s/ Huey P. Falgout, Jr.
		Huey P. Falgout, Jr.
		Secretary


Dated:	September 19, 2008

Exhibit 99.B(a)(25)

AMENDMENT NO. 21 TO TRUST INSTRUMENT OF

ING VARIABLE INSURANCE TRUST

Abolition of Series of Shares of Beneficial Interest

Effective: December 12, 2008

THIS AMENDMENT NO. 21 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), dated July 15, 1999 (the “Trust Instrument”), as amended, reflects resolutions adopted by the Board of Trustees at a meeting held on November 14, 2008, with respect to ING GET U.S. Core Portfolio — Series 2, a series of the Trust (the “Fund”), acting pursuant to Section 2.6 and Section 11.4 of the Trust Instrument of the Trust. The resolutions serve to abolish the Fund, and the establishment and designation thereof, there being no shares of such series outstanding at the time of their abolition.

ING VARIABLE INSURANCE TRUST

SECRETARY’S CERTIFICATE

I, Huey P. Falgout, Jr., Secretary of ING Variable Insurance Trust (“IVIT” or the “Trust”), do hereby certify that the following is a true copy of resolutions duly adopted by the Board of Trustees of the Trust at a meeting held on November 14, 2008 with regard to the dissolution of a series of the Trust:

FURTHER RESOLVED , that the GET U.S. Core Plan be, and hereby is, intended to and shall constitute a plan of liquidation within the meaning of Section 851(b) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to ING GET U.S. Core Portfolio – Series 2 (the “GET U.S. Core Portfolio”); and

FURTHER RESOLVED, that the officers of IVIT be, and hereby are, authorized to take or cause to be taken all other actions, in connection with the liquidation of the GET U.S. Core Portfolio, including, without limitation, the execution and filing, in the name and on behalf of ING GET U.S. Core Portfolio, with the U.S. Securities and Exchange Commission, state securities authorities, or other governmental or regulatory entities, of such documents, as may be shown by such officers’ or officer’s execution or performance to be in the officers’ or officer’s judgment necessary or desirable, the taking of such action by an officer or officers of IVIT to be conclusive evidence that the same is authorized by the Board, including, but not limited to, the dissolution of the GET U.S. Core Portfolio.

		/s/ Huey P. Falgout, Jr.
		Huey P. Falgout, Jr.
		Secretary


Dated:	March 18, 2009

Exhibit 99.B(a)(26)

AMENDMENT NO. 22 TO TRUST INSTRUMENT OF

ING VARIABLE INSURANCE TRUST

Abolition of Series of Shares of Beneficial Interest

Effective: March 13, 2009

THIS AMENDMENT NO. 22 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), dated July 15, 1999 (the “Trust Instrument”), as amended, reflects resolutions adopted by the Board of Trustees at a meeting held on January 30, 2009, with respect to ING GET U.S. Core Portfolio – Series 3, a series of the Trust (the “Fund”), acting pursuant to Section 2.6 and Section 11.4 of the Trust Instrument of the Trust. The resolutions serve to abolish the Fund, and the establishment and designation thereof, there being no shares of such series outstanding at the time of their abolition.

ING VARIABLE INSURANCE TRUST

SECRETARY’S CERTIFICATE

I, Huey P. Falgout, Jr., Secretary of ING Variable Insurance Trust (“IVIT” or the “Trust”), do hereby certify that the following is a true copy of resolutions duly adopted by the Board of Trustees of the Trust at a meeting held on January 30, 2009 with regard to the dissolution of a series of the Trust:

FURTHER RESOLVED , that the GET U.S. Core Plan be, and hereby is, intended to and shall constitute a plan of liquidation within the meaning of Section 851(b) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to ING GET U.S. Core Portfolio – Series 3 (the “GET U.S. Core Portfolio”); and

FURTHER RESOLVED , that with respect to the GET U.S. Core Portfolio, a dividend shall be declared payable pro rata on the outstanding shares of the GET U.S. Core Portfolio in the aggregate amount necessary for the GET U.S. Core Portfolio to avoid any federal income or excise tax liability for its final taxable year ending in the 2009 calendar year, taking into account other amounts that have already been, and regular distributions that will be, distributed for such period; and

		/s/ Huey P. Falgout, Jr.
		Huey P. Falgout, Jr.
		Secretary


Dated:	April 24, 2009

Exhibit 99.B(a)(27)

AMENDMENT NO. 23 TO TRUST INSTRUMENT OF

ING VARIABLE INSURANCE TRUST

Abolition of Series of Shares of Beneficial Interest

Effective: June 12, 2009

THIS AMENDMENT NO. 23 TO THE TRUST INSTRUMENT OF ING VARIABLE INSURANCE TRUST, a Delaware statutory trust (the “Trust”), dated July 15, 1999 (the “Trust Instrument”), as amended, reflects resolutions adopted by the Board of Trustees at a meeting held on May 14, 2009, with respect to ING GET U.S. Core Portfolio — Series 4, a series of the Trust (the “Fund”), acting pursuant to Section 2.6 and Section 11.4 of the Trust Instrument of the Trust. The resolutions serve to abolish the Fund, and the establishment and designation thereof, there being no shares of such series outstanding at the time of their abolition.

ING VARIABLE INSURANCE TRUST

SECRETARY’S CERTIFICATE

I, Huey P. Falgout, Jr., Secretary of ING Variable Insurance Trust (“IVIT” or the “Trust”), do hereby certify that the following is a true copy of resolutions duly adopted by the Board of Trustees of the Trust at a meeting held on May 14, 2009 with regard to the dissolution of a series of the Trust:

FURTHER RESOLVED , that the GET U.S. Core Plan be, and hereby is, intended to and shall constitute a plan of liquidation within the meaning of Section 851(b) of the Internal Revenue Code of 1986, as amended (the “Code”) with respect to ING GET U.S. Core Portfolio – Series 4 (the “GET U.S. Core Portfolio”); and

FURTHER RESOLVED , that with respect to the GET U.S. Core Portfolio, a dividend shall be declared payable pro rata on the outstanding shares of the GET U.S. Core Portfolio in the aggregate amount necessary for the GET U.S. Core Portfolio to avoid any federal income or excise tax liability for its final taxable year ending in the 2009 calendar year, taking into account other amounts that have already been, and regular distributions that will be, distributed for such period; and

		/s/ Huey P. Falgout, Jr.
		Huey P. Falgout, Jr.
		Secretary


Dated:	June 18, 2009

Exhibit 99.B(d)(1)(i)

AMENDED SCHEDULE A

with respect to the

AMENDED AND RESTATED MANAGEMENT AGREEMENT

between

ING VARIABLE INSURANCE TRUST

and

ING INVESTMENTS, LLC

Name of Series		Annual Investment Management Fee (as a percentage of average daily net assets)
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. Core Portfolio – Series 10		0.25% Offering Period 0.60% Guarantee Period

ING GET U.S. Core Portfolio – Series 11		0.25% Offering Period 0.60% Guarantee Period

ING GET U.S. Core Portfolio – Series 12		0.25% Offering Period 0.60% Guarantee Period

ING GET U.S. Core Portfolio – Series 13		0.25% Offering Period 0.60% Guarantee Period

ING GET U.S. Core Portfolio – Series 14		0.25% Offering Period 0.60% Guarantee Period

Exhibit 99.B(d)(2)(iii)

AMENDED SCHEDULE A

to the

SUB-ADVISORY AGREEMENT

between

ING INVESTMENTS, LLC

and

ING INVESTMENT MANAGEMENT CO.

Name of Fund		Annual Sub-Advisory Fee (as a percentage of average daily net assets)
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. Core Portfolio — Series 10		0.1125% Offering Period 0.270% Guarantee Period

ING GET U.S. Core Portfolio — Series 11		0.1125% Offering Period 0.270% Guarantee Period

ING GET U.S. Core Portfolio — Series 12		0.1125% Offering Period 0.270% Guarantee Period

ING GET U.S. Core Portfolio — Series 13		0.1125% Offering Period 0.270% Guarantee Period

ING GET U.S. Core Portfolio — Series 14		0.1125% Offering Period 0.270% Guarantee Period

Exhibit 99.B(d)(2)(vi)

FOURTH AMENDMENT TO SUB-ADVISORY AGREEMENT

ING VARIABLE INSURANCE TRUST

This Fourth Amendment, effective as of September 15, 2007, amends the Sub-Advisory Agreement (the “Agreement”) dated the 25th day of February 2003, as amended, between ING Investments, LLC, an Arizona limited liability company (the “Manager”) and ING Investment Management Co. (formerly Aeltus Investment Management, Inc.) a Connecticut corporation (the “Sub-Adviser”).

W I T N E S S E T H

WHEREAS, the parties desire to amend the Agreement and agree that the amendment will be effective as of September 15, 2007.

1. The following information will be inserted as Section 2 (d):

With respect to any investments, including, but not limited to, repurchase and reverse repurchase agreements, derivatives contracts, futures contracts, International Swaps and Derivatives Association, Inc. Master Agreements, and options on futures contracts (“futures”), which are permitted to be made by the Sub-Adviser in accordance with this Agreement and the investment objectives and strategies of the Series, as outlined in the Registration Statement for the Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing as agent, on behalf of each Series, brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts, and executing as agent, on behalf of each Series, such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Manager acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Sub-Adviser for such investment purposes.

2. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.

3. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

	ING INVESTMENTS, LLC


	By:	/s/ Todd Modic
		Todd Modic
		Senior Vice President


	ING INVESTMENT MANAGEMENT CO.


	By:	/s/ Jeffrey T. Becker
	Name:	Jeffrey T. Becker
	Title:	EVP, Chief Financial Officer

Exhibit 99.B(d)(3)(i)

AMENDED SCHEDULE A

to the

AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

ING VARIABLE INSURANCE TRUST

OPERATING EXPENSE LIMITS

Name of Fund*	Guarantee Maturity Date	Maximum Operating Expense Limit (as a percentage of average daily net assets)
ING GET U.S. Core Portfolio - Series 5	September 9, 2011	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 6	December 9, 2011	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 7	March 8, 2012	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 8	June 7, 2012	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 9	September 6, 2012	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 10	December 5, 2012	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 11	February 28, 2013	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 12	June 20, 2013	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 13	December 19, 2013	0.65% during the offering period 1.00% during the guarantee period
ING GET U.S. Core Portfolio - Series 14	June 19, 2014	0.65% during the offering period 1.00% during the guarantee period

/s/ HE

Effective Date: November 30, 2009

* Effective through to the Guarantee Maturity Date, thereafter this limit is subject to change if the Agreement is extended as contemplated in Section 3.

Exhibit 99.B(d)(3)(ii)

FIRST AMENDMENT TO THE AMENDED AND RESTATED

EXPENSE LIMITATION AGREEMENT

ING VARIABLE INSURANCE TRUST

This First Amendment, effective as of January 30, 2009, amends the Amended and Restated Expense Limitation Agreement (the “Agreement”) dated the 25th day of February, 2003, as amended, between ING Investments, LLC (the “Investment Manager”) and ING Variable Insurance Trust (the “Registrant”).

W I T N E S S E T H

WHEREAS, the parties desire to amend the Agreement and agree that the amendment will be effective as of January 30, 2009.

NOW, THEREFORE, the parties agree as follows:

1. Section 1.4 is hereby deleted in its entirety and replaced with the following:

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 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. For avoidance of doubt, any payments made pursuant to Section 1.1 and this Section 1.4 may include waivers of Fund-level expenses, such as management fees, custodian fees, and other expenses related to the management of the Trust’s assets which must be allocated proportionately among all classes, and reimbursements of Class-specific expenses, which may be waived or reimbursed at different amounts for individual classes. 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. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.

3. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the day and year first above written.

ING VARIABLE INSURANCE TRUST		ING INVESTMENTS, LLC


By:	/s/ Kimberly A. Anderson	By:	/s/ Todd Modic
	Kimberly A. Anderson		Todd Modic
	Senior Vice President		Senior Vice President

Exhibit 99.B(e)(1)(i)

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 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. Core Portfolio — Series 10

ING GET U.S. Core Portfolio — Series 11

ING GET U.S. Core Portfolio — Series 12

ING GET U.S. Core Portfolio — Series 13

ING GET U.S. Core Portfolio — Series 14

Exhibit 99.B(g)(1)(i)

April 30, 2010

Ms. Mary Jean Milner

Vice President

The Bank of New York Mellon

One Wall Street, 25 th 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 (the “Agreements”), we hereby notify you of the addition of ING Solution Aggressive Growth Portfolio, and ING Solution Conservative Portfolio (together, the “Portfolios”), effective April 30, 2010, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated April 30, 2010 in which ING DFA Global Allocation Portfolio, a new series of ING Investors Trust, was added to the Agreement.

Please signify your acceptance to provide services under the Agreements with respect to the Portfolio by signing below. If you have any questions, please contact me at (480) 477-2190.

	Sincerely,


	By:	/s/ Todd Modic
	Name:	Todd Modic
	Title:	Senior Vice President
		ING Equity Trust
		ING Partners, Inc.

ACCEPTED AND AGREED TO:

The Bank of New York Mellon

By:	/s/ Peter D. Holland
Name:	Peter D. Holland
Title:	Managing Director, Duly Authorized

7337 E. Doubletree Ranch Rd.

Scottsdale, AZ 85258-2034

Tel: 480-477-3000

Fax: 480-477-2700

www.ingfunds.com

ING Equity Trust

ING Partners, Inc.

AMENDED EXHIBIT A

Fund		Effective Date

ING Asia Pacific High Dividend Equity Income Fund		March 27, 2007

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 Equity Dividend Fund		December 4, 2007
ING Growth Opportunities Fund		June 9, 2003
ING MidCap Opportunities Fund		June 9, 2003
ING Opportunistic LargeCap Fund		December 28, 2005
ING Real Estate Fund		June 9, 2003
ING SmallCap Opportunities Fund		June 9, 2003
ING Value Choice Fund		February 1, 2005

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 Institutional Prime Money Market Fund		July 29, 2005
ING Intermediate Bond Fund		April 7, 2003

ING Global Advantage and Premium Opportunity Fund		October 27, 2005

ING Global Equity Dividend and Premium Opportunity Fund		March 28, 2005

ING Infrastructure, Industrials and Materials Fund		January 26, 2010

ING International High Dividend Equity Income Fund		August 28, 2007

ING Investors Trust
ING American Funds Asset Allocation Portfolio		April 28, 2008
ING American Funds Bond Portfolio		November 9, 2007
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 American Funds World Allocation Portfolio		September 15, 2008
ING Artio Foreign Portfolio		January 13, 2003
ING BlackRock Inflation Protected Bond Portfolio		April 30, 2007
ING BlackRock Large Cap Growth Portfolio		January 6, 2003
ING BlackRock Large Cap Value Portfolio		January 6, 2003
ING Clarion Global Real Estate Portfolio		January 3, 2006
ING Clarion Real Estate Portfolio		January 3, 2006
ING DFA Global All Equity Portfolio		August 20, 2007

ING DFA Global Allocation Portfolio		April 30, 2010
ING FMR SM Diversified Mid Cap Portfolio		January 6, 2003
ING Franklin Income Portfolio		April 28, 2006
ING Franklin Mutual Shares Portfolio		April 30, 2007
ING Franklin Templeton Founding Strategy Portfolio		April 30, 2007
ING Global Resources Portfolio		January 13, 2003
ING Goldman Sachs Commodity Strategy Portfolio		April 28, 2008
ING Janus Contrarian Portfolio		January 13, 2003
ING JPMorgan Emerging Markets Equity Portfolio		January 13, 2003
ING JPMorgan Small Cap Core Equity Portfolio		January 13, 2003
ING Limited Maturity Bond Portfolio		January 6, 2003
ING Liquid Assets Portfolio		January 6, 2003
ING Lord Abbett Growth and Income Portfolio		January 6, 2003
ING Marsico Growth Portfolio		January 13, 2003
ING Marsico International Opportunities Portfolio		April 29, 2005
ING MFS Total Return Portfolio		January 13, 2003
ING MFS Utilities Portfolio		April 29, 2005
ING Morgan Stanley Global Franchise Portfolio		January 13, 2003
ING Morgan Stanley Global Tactical Asset Allocation Portfolio		September 15, 2008
ING Oppenheimer Active Allocation Portfolio		September 15, 2008
ING PIMCO High Yield Portfolio		November 5, 2003
ING PIMCO Total Return Bond Portfolio		January 13, 2003
ING Pioneer Equity Income Portfolio		May 11, 2007
ING Pioneer Fund Portfolio		April 29, 2005
ING Pioneer Mid Cap Value Portfolio		April 29, 2005
ING Retirement Conservative Portfolio		August 12, 2009
ING Retirement Growth Portfolio		August 12, 2009
ING Retirement Moderate Growth Portfolio		August 12, 2009
ING Retirement Moderate Portfolio		August 12, 2009
ING T. Rowe Price Capital Appreciation Portfolio		January 13, 2003
ING T. Rowe Price Equity Income Portfolio		January 13, 2003
ING Templeton Global Growth Portfolio		January 13, 2003
ING U.S. Stock Index Portfolio		November 5, 2003
ING Van Kampen Growth and Income Portfolio		January 13, 2003
ING Wells Fargo Health Care Portfolio		May 3, 2004
ING Wells Fargo Omega Growth Portfolio		May 3, 2004
ING Wells Fargo Small Cap Disciplined Portfolio		November 30, 2005

ING Mayflower Trust
ING International Value Fund		November 3, 2003

ING Mutual Funds
ING Asia-Pacific Real Estate Fund		October 15, 2007
ING Diversified International Fund		December 7, 2005
ING Emerging Countries Fund		November 3, 2003
ING European Real Estate Fund		October 15, 2007
ING Foreign Fund		July 1, 2003
ING Global Bond Fund		June 19, 2006
ING Global Equity Dividend Fund		September 2, 2003

ING Global Natural Resources Fund		November 3, 2003
ING Global Real Estate Fund		November 3, 2003
ING Global Value Choice Fund		November 3, 2003
ING Greater China Fund		December 7, 2005
ING Index Plus International Equity Fund		December 7, 2005
ING International Capital Appreciation Fund		December 7, 2005
ING International Real Estate Fund		February 28, 2006
ING International SmallCap Multi-Manager Fund		November 3, 2003
ING International Value Choice Fund		February 1, 2005
ING Russia Fund		November 3, 2003

ING Partners, Inc.
ING American Century Small-Mid Cap Value Portfolio		January 10, 2005
ING Baron Asset Portfolio		December 7, 2005
ING Baron Small Cap Growth Portfolio		January 10, 2005
ING Columbia Small Cap Value Portfolio		April 28, 2006
ING Davis New York Venture Portfolio		January 10, 2005
ING Fidelity ® VIP Contrafund ® Portfolio		November 15, 2004
ING Fidelity ® VIP Equity-Income Portfolio		November 15, 2004
ING Fidelity ® VIP Growth Portfolio		November 15, 2004
ING Fidelity ® VIP Mid Cap Portfolio		November 15, 2004
ING Index Solution 2015 Portfolio		March 7, 2008
ING Index Solution 2025 Portfolio		March 7, 2008
ING Index Solution 2035 Portfolio		March 7, 2008
ING Index Solution 2045 Portfolio		March 7, 2008
ING Index Solution 2055 Portfolio		December 4, 2009
ING Index Solution Income Portfolio		March 7, 2008
ING JPMorgan Mid Cap Value Portfolio		January 10, 2005
ING Legg Mason ClearBridge Aggressive Growth Portfolio		January 10, 2005
ING Oppenheimer Global Portfolio		January 10, 2005
ING Oppenheimer Global Strategic Income Portfolio		January 10, 2005
ING PIMCO Total Return Portfolio		January 10, 2005
ING Pioneer High Yield Portfolio		December 7, 2005
ING Solution 2015 Portfolio		April 29, 2005
ING Solution 2025 Portfolio		April 29, 2005
ING Solution 2035 Portfolio		April 29, 2005
ING Solution 2045 Portfolio		April 29, 2005
ING Solution 2055 Portfolio		December 4, 2009
ING Solution Aggressive Growth Portfolio		April 30, 2010
ING Solution Conservative Portfolio		April 30, 2010
ING Solution Growth Portfolio		June 29, 2007
ING Solution Income Portfolio		April 29, 2005
ING Solution Moderate Portfolio		June 29, 2007
ING T. Rowe Price Diversified Mid Cap Growth Portfolio		January 10, 2005
ING T. Rowe Price Growth Equity Portfolio		January 10, 2005
ING Templeton Foreign Equity Portfolio		November 30, 2005
ING Thornburg Value Portfolio		January 10, 2005
ING UBS U.S. Large Cap Equity Portfolio		January 10, 2005
ING Van Kampen Comstock Portfolio		January 10, 2005
ING Van Kampen Equity and Income Portfolio		January 10, 2005

ING Risk Managed Natural Resources Fund		October 24, 2006

ING Separate Portfolios Trust
ING SPorts Core Fixed Income Fund		May 16, 2007

ING Series Fund, Inc.
Brokerage Cash Reserves		June 2, 2003
ING Alternative Beta Fund		October 22, 2008
ING Balanced Fund		June 2, 2003
ING Core Equity Research Fund		June 9, 2003
ING Corporate Leaders 100 Fund		June 11, 2008
ING Global Target Payment Fund		March 5, 2008
ING Index Plus LargeCap Fund		June 9, 2003
ING Index Plus MidCap Fund		June 9, 2003
ING Index Plus SmallCap Fund		June 9, 2003
ING Money Market Fund		June 2, 2003
ING Small Company Fund		June 9, 2003
ING Strategic Allocation Conservative Fund		June 2, 2003
ING Strategic Allocation Growth Fund		June 2, 2003
ING Strategic Allocation Moderate Fund		June 2, 2003
ING Tactical Asset Allocation Fund		March 5, 2008
ING U.S. Government Money Market Fund		October 31, 2008

ING Strategic Allocation Portfolios, Inc.
ING Strategic Allocation Conservative Portfolio		July 7, 2003
ING Strategic Allocation Growth Portfolio		July 7, 2003
ING Strategic Allocation Moderate Portfolio		July 7, 2003

ING Variable Funds
ING Growth and Income Portfolio		July 7, 2003

ING Variable Insurance Trust
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. Core Portfolio — Series 10		September 7, 2005
ING GET U.S. Core Portfolio — Series 11		December 6, 2005
ING GET U.S. Core Portfolio — Series 12		March 2, 2006
ING GET U.S. Core Portfolio — Series 13		June 22, 2006
ING GET U.S. Core Portfolio — Series 14		December 21, 2006

ING Variable Portfolios, Inc.
ING BlackRock Science and Technology Opportunities Portfolio		July 7, 2003
ING Euro STOXX 50 ® Index Portfolio		August 3, 2009
ING FTSE 100 Index ® Portfolio		August 3, 2009
ING Hang Seng Index Portfolio		May 1, 2009
ING Index Plus LargeCap Portfolio		July 7, 2003
ING Index Plus MidCap Portfolio		July 7, 2003

ING Index Plus SmallCap Portfolio		July 7, 2003
ING International Index Portfolio		March 4, 2008
ING Japan TOPIX Index ® Portfolio		August 3, 2009
ING NASDAQ 100 Index ® Portfolio		August 3, 2009
ING Opportunistic LargeCap Portfolio		July 7, 2003
ING Russell™ Large Cap Growth Index Portfolio		May 1, 2009
ING Russell™ Large Cap Index Portfolio		March 4, 2008
ING Russell™ Large Cap Value Index Portfolio		May 1, 2009
ING Russell™ Mid Cap Growth Index Portfolio		May 1, 2009
ING Russell™ Mid Cap Index Portfolio		March 4, 2008
ING Russell™ Small Cap Index Portfolio		March 4, 2008
ING Small Company Portfolio		July 7, 2003
ING U.S. Bond Index Portfolio		March 4, 2008
ING U.S. Government Money Market Portfolio		October 31, 2008
ING WisdomTree SM Global High-Yielding Equity Index Portfolio		January 16, 2008

ING Variable Products Trust
ING International Value Portfolio		November 3, 2003
ING MidCap Opportunities Portfolio		October 6, 2003
ING SmallCap Opportunities Portfolio		October 6, 2003

ING Balanced Portfolio, Inc.
ING Balanced Portfolio		July 7, 2003

ING Intermediate Bond Portfolio		July 7, 2003

ING Money Market Portfolio		July 7, 2003

Exhibit 99.B(g)(2)(i)

April 30, 2010

Ms. Mary Jean Milner

Vice President

The Bank of New York Mellon

One Wall Street, 25 th Floor

New York, NY 10286

Dear Ms. Milner:

Please signify your acceptance to provide services under the Agreements with respect to the Portfolio by signing below. If you have any questions, please contact me at (480) 477-2190.

	Sincerely,


	By:	/s/ Todd Modic
	Name:	Todd Modic
	Title:	Senior Vice President
		ING Equity Trust
		ING Partners, Inc.

ACCEPTED AND AGREED TO:

The Bank of New York Mellon

By:	/s/ Peter D. Holland
Name:	Peter D. Holland
Title:	Managing Director, Duly Authorized

7337 E. Doubletree Ranch Rd.

Scottsdale, AZ 85258-2034

Tel: 480-477-3000

Fax: 480-477-2700

www.ingfunds.com

ING Equity Trust

ING Partners, Inc.

AMENDED EXHIBIT A

Fund		Effective Date

ING Asia Pacific High Dividend Equity Income Fund		March 27, 2007

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 Equity Dividend Fund		December 4, 2007
ING Growth Opportunities Fund		June 9, 2003
ING MidCap Opportunities Fund		June 9, 2003
ING Opportunistic LargeCap Fund		December 28, 2005
ING Real Estate Fund		June 9, 2003
ING SmallCap Opportunities Fund		June 9, 2003
ING Value Choice Fund		February 1, 2005

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 Institutional Prime Money Market Fund		July 29, 2005
ING Intermediate Bond Fund		April 7, 2003

ING Global Advantage and Premium Opportunity Fund		October 27, 2005

ING Global Equity Dividend and Premium Opportunity Fund		March 28, 2005

ING Infrastructure, Industrials and Materials Fund		January 26, 2010

ING International High Dividend Equity Income Fund		August 28, 2007

ING Investors Trust
ING American Funds Asset Allocation Portfolio		April 28, 2008
ING American Funds Bond Portfolio		November 9, 2007
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 American Funds World Allocation Portfolio		September 15, 2008
ING Artio Foreign Portfolio		January 13, 2003
ING BlackRock Inflation Protected Bond Portfolio		April 30, 2007
ING BlackRock Large Cap Growth Portfolio		January 6, 2003
ING BlackRock Large Cap Value Portfolio		January 6, 2003
ING Clarion Global Real Estate Portfolio		January 3, 2006
ING Clarion Real Estate Portfolio		January 3, 2006
ING DFA Global All Equity Portfolio		August 20, 2007

ING DFA Global Allocation Portfolio		April 30, 2010
ING FMR SM Diversified Mid Cap Portfolio		January 6, 2003
ING Franklin Income Portfolio		April 28, 2006
ING Franklin Mutual Shares Portfolio		April 30, 2007
ING Franklin Templeton Founding Strategy Portfolio		April 30, 2007
ING Global Resources Portfolio		January 13, 2003
ING Goldman Sachs Commodity Strategy Portfolio		April 28, 2008
ING Janus Contrarian Portfolio		January 13, 2003
ING JPMorgan Emerging Markets Equity Portfolio		January 13, 2003
ING JPMorgan Small Cap Core Equity Portfolio		January 13, 2003
ING Limited Maturity Bond Portfolio		January 6, 2003
ING Liquid Assets Portfolio		January 6, 2003
ING Lord Abbett Growth and Income Portfolio		January 6, 2003
ING Marsico Growth Portfolio		January 13, 2003
ING Marsico International Opportunities Portfolio		April 29, 2005
ING MFS Total Return Portfolio		January 13, 2003
ING MFS Utilities Portfolio		April 29, 2005
ING Morgan Stanley Global Franchise Portfolio		January 13, 2003
ING Morgan Stanley Global Tactical Asset Allocation Portfolio		September 15, 2008
ING Oppenheimer Active Allocation Portfolio		September 15, 2008
ING PIMCO High Yield Portfolio		November 5, 2003
ING PIMCO Total Return Bond Portfolio		January 13, 2003
ING Pioneer Equity Income Portfolio		May 11, 2007
ING Pioneer Fund Portfolio		April 29, 2005
ING Pioneer Mid Cap Value Portfolio		April 29, 2005
ING Retirement Conservative Portfolio		August 12, 2009
ING Retirement Growth Portfolio		August 12, 2009
ING Retirement Moderate Growth Portfolio		August 12, 2009
ING Retirement Moderate Portfolio		August 12, 2009
ING T. Rowe Price Capital Appreciation Portfolio		January 13, 2003
ING T. Rowe Price Equity Income Portfolio		January 13, 2003
ING Templeton Global Growth Portfolio		January 13, 2003
ING U.S. Stock Index Portfolio		November 5, 2003
ING Van Kampen Growth and Income Portfolio		January 13, 2003
ING Wells Fargo Health Care Portfolio		May 3, 2004
ING Wells Fargo Omega Growth Portfolio		May 3, 2004
ING Wells Fargo Small Cap Disciplined Portfolio		November 30, 2005

ING Mayflower Trust
ING International Value Fund		November 3, 2003

ING Mutual Funds
ING Asia-Pacific Real Estate Fund		October 15, 2007
ING Diversified International Fund		December 7, 2005
ING Emerging Countries Fund		November 3, 2003
ING European Real Estate Fund		October 15, 2007
ING Foreign Fund		July 1, 2003
ING Global Bond Fund		June 19, 2006
ING Global Equity Dividend Fund		September 2, 2003

ING Global Natural Resources Fund		November 3, 2003
ING Global Real Estate Fund		November 3, 2003
ING Global Value Choice Fund		November 3, 2003
ING Greater China Fund		December 7, 2005
ING Index Plus International Equity Fund		December 7, 2005
ING International Capital Appreciation Fund		December 7, 2005
ING International Real Estate Fund		February 28, 2006
ING International SmallCap Multi-Manager Fund		November 3, 2003
ING International Value Choice Fund		February 1, 2005
ING Russia Fund		November 3, 2003

ING Partners, Inc.
ING American Century Small-Mid Cap Value Portfolio		January 10, 2005
ING Baron Asset Portfolio		December 7, 2005
ING Baron Small Cap Growth Portfolio		January 10, 2005
ING Columbia Small Cap Value Portfolio		April 28, 2006
ING Davis New York Venture Portfolio		January 10, 2005
ING Fidelity ® VIP Contrafund ® Portfolio		November 15, 2004
ING Fidelity ® VIP Equity-Income Portfolio		November 15, 2004
ING Fidelity ® VIP Growth Portfolio		November 15, 2004
ING Fidelity ® VIP Mid Cap Portfolio		November 15, 2004
ING Index Solution 2015 Portfolio		March 7, 2008
ING Index Solution 2025 Portfolio		March 7, 2008
ING Index Solution 2035 Portfolio		March 7, 2008
ING Index Solution 2045 Portfolio		March 7, 2008
ING Index Solution 2055 Portfolio		December 4, 2009
ING Index Solution Income Portfolio		March 7, 2008
ING JPMorgan Mid Cap Value Portfolio		January 10, 2005
ING Legg Mason ClearBridge Aggressive Growth Portfolio		January 10, 2005
ING Oppenheimer Global Portfolio		January 10, 2005
ING Oppenheimer Global Strategic Income Portfolio		January 10, 2005
ING PIMCO Total Return Portfolio		January 10, 2005
ING Pioneer High Yield Portfolio		December 7, 2005
ING Solution 2015 Portfolio		April 29, 2005
ING Solution 2025 Portfolio		April 29, 2005
ING Solution 2035 Portfolio		April 29, 2005
ING Solution 2045 Portfolio		April 29, 2005
ING Solution 2055 Portfolio		December 4, 2009
ING Solution Aggressive Growth Portfolio		April 30, 2010
ING Solution Conservative Portfolio		April 30, 2010
ING Solution Growth Portfolio		June 29, 2007
ING Solution Income Portfolio		April 29, 2005
ING Solution Moderate Portfolio		June 29, 2007
ING T. Rowe Price Diversified Mid Cap Growth Portfolio		January 10, 2005
ING T. Rowe Price Growth Equity Portfolio		January 10, 2005
ING Templeton Foreign Equity Portfolio		November 30, 2005
ING Thornburg Value Portfolio		January 10, 2005
ING UBS U.S. Large Cap Equity Portfolio		January 10, 2005
ING Van Kampen Comstock Portfolio		January 10, 2005
ING Van Kampen Equity and Income Portfolio		January 10, 2005

ING Risk Managed Natural Resources Fund		October 24, 2006

ING Separate Portfolios Trust
ING SPorts Core Fixed Income Fund		May 16, 2007

ING Series Fund, Inc.
Brokerage Cash Reserves		June 2, 2003
ING Alternative Beta Fund		October 22, 2008
ING Balanced Fund		June 2, 2003
ING Core Equity Research Fund		June 9, 2003
ING Corporate Leaders 100 Fund		June 11, 2008
ING Global Target Payment Fund		March 5, 2008
ING Index Plus LargeCap Fund		June 9, 2003
ING Index Plus MidCap Fund		June 9, 2003
ING Index Plus SmallCap Fund		June 9, 2003
ING Money Market Fund		June 2, 2003
ING Small Company Fund		June 9, 2003
ING Strategic Allocation Conservative Fund		June 2, 2003
ING Strategic Allocation Growth Fund		June 2, 2003
ING Strategic Allocation Moderate Fund		June 2, 2003
ING Tactical Asset Allocation Fund		March 5, 2008
ING U.S. Government Money Market Fund		October 31, 2008

ING Strategic Allocation Portfolios, Inc.
ING Strategic Allocation Conservative Portfolio		July 7, 2003
ING Strategic Allocation Growth Portfolio		July 7, 2003
ING Strategic Allocation Moderate Portfolio		July 7, 2003

ING Variable Funds
ING Growth and Income Portfolio		July 7, 2003

ING Variable Insurance Trust
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. Core Portfolio — Series 10		September 7, 2005
ING GET U.S. Core Portfolio — Series 11		December 6, 2005
ING GET U.S. Core Portfolio — Series 12		March 2, 2006
ING GET U.S. Core Portfolio — Series 13		June 22, 2006
ING GET U.S. Core Portfolio — Series 14		December 21, 2006

ING Variable Portfolios, Inc.
ING BlackRock Science and Technology Opportunities Portfolio		July 7, 2003
ING Euro STOXX 50 ® Index Portfolio		August 3, 2009
ING FTSE 100 Index ® Portfolio		August 3, 2009
ING Hang Seng Index Portfolio		May 1, 2009
ING Index Plus LargeCap Portfolio		July 7, 2003
ING Index Plus MidCap Portfolio		July 7, 2003

ING Index Plus SmallCap Portfolio		July 7, 2003
ING International Index Portfolio		March 4, 2008
ING Japan TOPIX Index ® Portfolio		August 3, 2009
ING NASDAQ 100 Index ® Portfolio		August 3, 2009
ING Opportunistic LargeCap Portfolio		July 7, 2003
ING Russell™ Large Cap Growth Index Portfolio		May 1, 2009
ING Russell™ Large Cap Index Portfolio		March 4, 2008
ING Russell™ Large Cap Value Index Portfolio		May 1, 2009
ING Russell™ Mid Cap Growth Index Portfolio		May 1, 2009
ING Russell™ Mid Cap Index Portfolio		March 4, 2008
ING Russell™ Small Cap Index Portfolio		March 4, 2008
ING Small Company Portfolio		July 7, 2003
ING U.S. Bond Index Portfolio		March 4, 2008
ING U.S. Government Money Market Portfolio		October 31, 2008
ING WisdomTree SM Global High-Yielding Equity Index Portfolio		January 16, 2008

ING Variable Products Trust
ING International Value Portfolio		November 3, 2003
ING MidCap Opportunities Portfolio		October 6, 2003
ING SmallCap Opportunities Portfolio		October 6, 2003

ING Balanced Portfolio, Inc.
ING Balanced Portfolio		July 7, 2003

ING Intermediate Bond Portfolio		July 7, 2003

ING Money Market Portfolio		July 7, 2003

Exhibit 99.B(g)(3)(i)

FORM OF

April 30, 2010

Ms. Katherine Dinella

Vice President

The Bank of New York Mellon - 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 and Guaranty dated August 7, 2003 and the Subscription Agreement dated August 8, 2003 (the “Agreements”), we hereby notify you of the addition of ING Solution Aggressive Growth Portfolio, and ING Solution Conservative Portfolio (together, the “Portfolios”), to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated April 30, 2010 in which ING DFA Global Allocation Portfolio, a new series of ING Investors Trust, was added to the Agreement, and is attached hereto.

Please signify your acceptance to provide services under the Agreements with respect to the Portfolio by signing below. If you have any questions, please contact me at (480) 477-2190.

	Sincerely,


	By:
	Name:	Todd Modic
	Title:	Senior Vice President
		ING Investors Trust
		ING Partners, Inc.

ACCEPTED AND AGREED TO:

The Bank of New York Mellon

By:
Name:
Title:

7337 E. Doubletree Ranch Rd.

Scottsdale, AZ 85258-2034

Tel: 480-477-3000

Fax: 480-477-2700

www.ingfunds.com

ING Equity Trust

ING Investors Trust

ING Mutual Funds

ING Partners, Inc.

ING Separate Portfolios Trust

ING Series Fund, Inc.

ING Variable Portfolios, Inc.

AMENDED EXHIBIT A

with respect to the

SECURITIES LENDING AGREEMENT AND GUARANTY AND

SUBSCRIPTION AGREEMENT

Fund		BNY Account Number (domestic/global)

ING Asia Pacific High Dividend Equity Income Fund		470269

ING Equity Trust
ING Equity Dividend Fund		471164
ING Growth Opportunities Fund		464733
ING MidCap Opportunities Fund		464741
ING Opportunistic LargeCap Fund		464288
ING Real Estate Fund		464746
ING SmallCap Opportunities Fund		464743
ING Value Choice Fund		464786

ING Funds Trust
ING Classic Money Market Fund		464008
ING GNMA Income Fund		464012
ING High Yield Bond Fund		464010
ING Institutional Prime Money Market Fund		464048
ING Intermediate Bond Fund		464006

ING Global Advantage and Premium Opportunity Fund		464792 domestic 464790 global 464791 composite

ING Global Equity Dividend and Premium Opportunity Fund		464767

ING Infrastructure, Industrials and Materials Fund		Equity — 471149 Composite — 471153 Derivative — 471155

ING International High Dividend Equity Income Fund		IIM — 471086 IIMA Europe — 471088 IIM Asia/Pacific — 471090

ING Investors Trust
ING American Funds Asset Allocation Portfolio		471146
ING American Funds Bond Portfolio		471173
ING American Funds Growth Portfolio		464755
ING American Funds Growth-Income Portfolio		464753
ING American Funds International Portfolio		464761
ING American Funds World Allocation Portfolio		471391
ING Artio Foreign Portfolio		279606
ING BlackRock Large Cap Growth Portfolio		279607

Fund		BNY Account Number (domestic/global)
ING BlackRock Large Cap Value Portfolio		279608
ING BlackRock Inflation Protected Bond Portfolio		470551
ING Clarion Global Real Estate Portfolio		464280
ING Clarion Real Estate Portfolio		058086
ING DFA Global All Equity Portfolio		Composite — 471087 Large Cap Market 10 — 471096 U.S. Blue-Chip 10 — 471094 Int’l Blue-Chip 75 — 471144 Small Cap 40 — 471170 25 Fund — 471098
ING DFA Global Allocation Portfolio		471616
ING Fidelity Investments ® Diversified Mid Cap Portfolio		058404
ING Franklin Income Portfolio		464703
ING Franklin Mutual Shares Portfolio		470549
ING Franklin Templeton Founding Strategy Portfolio		470550
ING Global Resources Portfolio		058085
ING Goldman Sachs Commodity Strategy Portfolio		471201
ING Janus Contrarian Portfolio		058401/279601
ING JPMorgan Emerging Markets Equity Portfolio		058096
ING JPMorgan Small Cap Core Equity Portfolio		279610
ING Limited Maturity Bond Portfolio		058082
ING Liquid Assets Portfolio		058081
ING Lord Abbett Growth and Income Portfolio		058220
ING Marsico Growth Portfolio		058101
ING Marsico International Opportunities Portfolio		464576
ING MFS Total Return Portfolio		058100
ING MFS Utilities Portfolio		464584
ING Morgan Stanley Global Franchise Portfolio		279605
ING Morgan Stanley Global Tactical Asset Allocation Portfolio		471115
ING Oppenheimer Active Allocation Portfolio		471395
ING PIMCO High Yield Portfolio		464018
ING PIMCO Total Return Bond Portfolio		058103
ING Pioneer Equity Income Fund		470567
ING Pioneer Fund Portfolio		464578
ING Pioneer Mid Cap Value Portfolio		464580
ING Retirement Conservative Portfolio		471092
ING Retirement Growth Portfolio		464996
ING Retirement Moderate Growth Portfolio		464994
ING Retirement Moderate Portfolio		464992
ING T. Rowe Price Capital Appreciation Portfolio		058084
ING T. Rowe Price Equity Income Portfolio		058087
ING Templeton Global Growth Portfolio		058095
ING U.S. Stock Index Portfolio		464701
ING Van Kampen Growth and Income Portfolio		058090
ING Wells Fargo Health Care Portfolio		464704
ING Wells Fargo Omega Growth Portfolio		464706
ING Wells Fargo Small Cap Disciplined Portfolio		464795

Fund		BNY Account Number (domestic/global)

ING Mayflower Trust
ING International Value Fund		Brandes Sleeve — 464212 IIM Sleeve — 471400 Composite - 471399

ING Mutual Funds
ING Asia-Pacific Real Estate Fund		471156
ING Diversified International Fund		464292
ING Emerging Countries Fund		464214
ING European Real Estate Fund		471148
ING Foreign Fund		464202
ING Global Bond Fund		464773
ING Global Equity Dividend Fund		464751
ING Global Natural Resources Fund		464210
ING Global Real Estate Fund		464220
ING Global Value Choice Fund		464218
ING Greater China Fund		464286
ING Index Plus International Equity Fund		464282
ING International Capital Appreciation Fund		464282
ING International Real Estate Fund		464298
ING International SmallCap Multi-Manager Fund		464216
ING International Value Choice Fund		464278
ING Russia Fund		464208

ING Partners, Inc.
ING American Century Small-Mid Cap Value Portfolio		464515/464521 Composite - 464501
ING Baron Asset Portfolio		464556
ING Baron Small Cap Growth Portfolio		464504
ING Columbia Small Cap Value Portfolio		Team II, Sleeve 1 — 464785 Team I, Sleeve II — 471330 Composite — 471329
ING Davis New York Venture Portfolio		464546
ING Fidelity ® VIP Contrafund ® Portfolio		464564
ING Fidelity ® VIP Equity-Income Portfolio		464568
ING Fidelity ® VIP Growth Portfolio		464570
ING Fidelity ® VIP Mid Cap Portfolio		464566
ING Index Solution 2015 Portfolio		471152
ING Index Solution 2025 Portfolio		471154
ING Index Solution 2035 Portfolio		471158
ING Index Solution 2045 Portfolio		471159
ING Index Solution 2055 Portfolio		471368
ING Index Solution Income Portfolio		471151
ING JPMorgan Mid Cap Value Portfolio		464506
ING Legg Mason ClearBridge Aggressive Growth Portfolio		464518
ING Oppenheimer Global Portfolio		464508
ING Oppenheimer Global Strategic Income Portfolio		464548
ING PIMCO Total Return Portfolio		464510
ING Pioneer High Yield Portfolio		464032

Fund		BNY Account Number (domestic/global)
ING Solution 2015 Portfolio		464590
ING Solution 2025 Portfolio		464594
ING Solution 2035 Portfolio		464596
ING Solution 2045 Portfolio		464574
ING Solution 2055 Portfolio		471370
ING Solution Aggressive Growth Portfolio		471926
ING Solution Conservative Portfolio		471928
ING Solution Growth Portfolio		471083
ING Solution Income Portfolio		464586
ING Solution Moderate Portfolio		471082
ING T. Rowe Price Diversified Mid Cap Growth Portfolio		464534
ING T. Rowe Price Growth Equity Portfolio		464530
ING Templeton Foreign Equity Portfolio		464200
ING Thornburg Value Portfolio		464522
ING UBS U.S. Large Cap Equity Portfolio		464520
ING Van Kampen Comstock Portfolio		464512
ING Van Kampen Equity and Income Portfolio		464536

ING Risk Managed Natural Resources Fund		464763

ING Separate Portfolios Trust
ING SPorts Core Fixed Income Fund		470568
ING SPorts International Plus Fixed Income Fund		470569

ING Series Fund, Inc.
Brokerage Cash Reserves		464062
ING Alternative Beta Fund		471392
ING Balanced Fund		464764
ING Core Equity Research Fund		464723
ING Corporate Leaders 100 Fund		471161
ING Global Target Payment Fund		471174
ING Index Plus LargeCap Fund		464726
ING Index Plus MidCap Fund		464727
ING Index Plus SmallCap Fund		464725
ING Money Market Fund		464064
ING Small Company Fund		464729
ING Strategic Allocation Conservative Fund		464722
ING Strategic Allocation Growth Fund		464720
ING Strategic Allocation Moderate Fund		464719
ING Tactical Asset Allocation Fund		471160
ING U.S. Government Money Market Fund		471239

ING Strategic Allocation Portfolios, Inc.
ING Strategic Allocation Conservative Portfolio		464420
ING Strategic Allocation Growth Portfolio		464418
ING Strategic Allocation Moderate Portfolio		464416

Fund		BNY Account Number (domestic/global)

ING Variable Funds
ING Growth and Income Portfolio		464402

ING Variable Portfolios, Inc.
ING BlackRock Science and Technology Opportunities Portfolio		464422
ING Euro STOXX 50 ® Index Portfolio		471356
ING FTSE 100 Index ® Portfolio		471369
ING Hang Seng Index Portfolio		471349
ING Index Plus LargeCap Portfolio		464406
ING Index Plus MidCap Portfolio		464408
ING Index Plus SmallCap Portfolio		464410
ING International Index Portfolio		471167
ING Japan TOPIX Index ® Portfolio		471417
ING NASDAQ 100 Index ® Portfolio		471418
ING Opportunistic LargeCap Portfolio		464424
ING Russell™ Global Large Cap Index 75% Portfolio		471202
ING Russell TM Large Cap Growth Index Portfolio		471346
ING Russell™ Large Cap Index Portfolio		471172
ING Russell TM Large Cap Value Index Portfolio		471352
ING Russell TM Mid Cap Growth Index Portfolio		471354
ING Russell™ Mid Cap Index Portfolio		471168
ING Russell™ Small Cap Index Portfolio		471166
ING Small Company Portfolio		464414
ING U.S. Bond Index Portfolio		471169
ING U.S. Government Money Market Portfolio		471237
ING WisdomTree SM Global High-Yielding Equity Index Portfolio		471145

ING Variable Products Trust
ING International Value Portfolio		464464
ING MidCap Opportunities Portfolio		464444
ING SmallCap Opportunities Portfolio		464450

ING Balanced Portfolio, Inc.		464428
ING Balanced Portfolio

ING Intermediate Bond Portfolio		464400

ING Money Market Portfolio		464412

Exhibit 99.B(g)(4)(i)

April 30, 2010

Ms. Mary Jean Milner

Vice President

The Bank of New York Mellon

One Wall Street, 25 th Floor

New York, NY 10286

Dear Ms. Milner:

Please signify your acceptance to provide services under the Agreements with respect to the Portfolio by signing below. If you have any questions, please contact me at (480) 477-2190.

	Sincerely,


	By:	/s/ Todd Modic
	Name:	Todd Modic
	Title:	Senior Vice President
		ING Equity Trust
		ING Partners, Inc.

ACCEPTED AND AGREED TO:

The Bank of New York Mellon

By:	/s/ Peter D. Holland
Name:	Peter D. Holland
Title:	Managing Director, Duly Authorized

7337 E. Doubletree Ranch Rd.

Scottsdale, AZ 85258-2034

Tel: 480-477-3000

Fax: 480-477-2700

www.ingfunds.com

ING Equity Trust

ING Partners, Inc.

AMENDED EXHIBIT A

Fund		Effective Date

ING Asia Pacific High Dividend Equity Income Fund		March 27, 2007

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 Equity Dividend Fund		December 4, 2007
ING Growth Opportunities Fund		June 9, 2003
ING MidCap Opportunities Fund		June 9, 2003
ING Opportunistic LargeCap Fund		December 28, 2005
ING Real Estate Fund		June 9, 2003
ING SmallCap Opportunities Fund		June 9, 2003
ING Value Choice Fund		February 1, 2005

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 Institutional Prime Money Market Fund		July 29, 2005
ING Intermediate Bond Fund		April 7, 2003

ING Global Advantage and Premium Opportunity Fund		October 27, 2005

ING Global Equity Dividend and Premium Opportunity Fund		March 28, 2005

ING Infrastructure, Industrials and Materials Fund		January 26, 2010

ING International High Dividend Equity Income Fund		August 28, 2007

ING Investors Trust
ING American Funds Asset Allocation Portfolio		April 28, 2008
ING American Funds Bond Portfolio		November 9, 2007
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 American Funds World Allocation Portfolio		September 15, 2008
ING Artio Foreign Portfolio		January 13, 2003
ING BlackRock Inflation Protected Bond Portfolio		April 30, 2007
ING BlackRock Large Cap Growth Portfolio		January 6, 2003
ING BlackRock Large Cap Value Portfolio		January 6, 2003
ING Clarion Global Real Estate Portfolio		January 3, 2006
ING Clarion Real Estate Portfolio		January 3, 2006
ING DFA Global All Equity Portfolio		August 20, 2007

ING DFA Global Allocation Portfolio		April 30, 2010
ING FMR SM Diversified Mid Cap Portfolio		January 6, 2003
ING Franklin Income Portfolio		April 28, 2006
ING Franklin Mutual Shares Portfolio		April 30, 2007
ING Franklin Templeton Founding Strategy Portfolio		April 30, 2007
ING Global Resources Portfolio		January 13, 2003
ING Goldman Sachs Commodity Strategy Portfolio		April 28, 2008
ING Janus Contrarian Portfolio		January 13, 2003
ING JPMorgan Emerging Markets Equity Portfolio		January 13, 2003
ING JPMorgan Small Cap Core Equity Portfolio		January 13, 2003
ING Limited Maturity Bond Portfolio		January 6, 2003
ING Liquid Assets Portfolio		January 6, 2003
ING Lord Abbett Growth and Income Portfolio		January 6, 2003
ING Marsico Growth Portfolio		January 13, 2003
ING Marsico International Opportunities Portfolio		April 29, 2005
ING MFS Total Return Portfolio		January 13, 2003
ING MFS Utilities Portfolio		April 29, 2005
ING Morgan Stanley Global Franchise Portfolio		January 13, 2003
ING Morgan Stanley Global Tactical Asset Allocation Portfolio		September 15, 2008
ING Oppenheimer Active Allocation Portfolio		September 15, 2008
ING PIMCO High Yield Portfolio		November 5, 2003
ING PIMCO Total Return Bond Portfolio		January 13, 2003
ING Pioneer Equity Income Portfolio		May 11, 2007
ING Pioneer Fund Portfolio		April 29, 2005
ING Pioneer Mid Cap Value Portfolio		April 29, 2005
ING Retirement Conservative Portfolio		August 12, 2009
ING Retirement Growth Portfolio		August 12, 2009
ING Retirement Moderate Growth Portfolio		August 12, 2009
ING Retirement Moderate Portfolio		August 12, 2009
ING T. Rowe Price Capital Appreciation Portfolio		January 13, 2003
ING T. Rowe Price Equity Income Portfolio		January 13, 2003
ING Templeton Global Growth Portfolio		January 13, 2003
ING U.S. Stock Index Portfolio		November 5, 2003
ING Van Kampen Growth and Income Portfolio		January 13, 2003
ING Wells Fargo Health Care Portfolio		May 3, 2004
ING Wells Fargo Omega Growth Portfolio		May 3, 2004
ING Wells Fargo Small Cap Disciplined Portfolio		November 30, 2005

ING Mayflower Trust
ING International Value Fund		November 3, 2003

ING Mutual Funds
ING Asia-Pacific Real Estate Fund		October 15, 2007
ING Diversified International Fund		December 7, 2005
ING Emerging Countries Fund		November 3, 2003
ING European Real Estate Fund		October 15, 2007
ING Foreign Fund		July 1, 2003
ING Global Bond Fund		June 19, 2006
ING Global Equity Dividend Fund		September 2, 2003

ING Global Natural Resources Fund		November 3, 2003
ING Global Real Estate Fund		November 3, 2003
ING Global Value Choice Fund		November 3, 2003
ING Greater China Fund		December 7, 2005
ING Index Plus International Equity Fund		December 7, 2005
ING International Capital Appreciation Fund		December 7, 2005
ING International Real Estate Fund		February 28, 2006
ING International SmallCap Multi-Manager Fund		November 3, 2003
ING International Value Choice Fund		February 1, 2005
ING Russia Fund		November 3, 2003

ING Partners, Inc.
ING American Century Small-Mid Cap Value Portfolio		January 10, 2005
ING Baron Asset Portfolio		December 7, 2005
ING Baron Small Cap Growth Portfolio		January 10, 2005
ING Columbia Small Cap Value Portfolio		April 28, 2006
ING Davis New York Venture Portfolio		January 10, 2005
ING Fidelity ® VIP Contrafund ® Portfolio		November 15, 2004
ING Fidelity ® VIP Equity-Income Portfolio		November 15, 2004
ING Fidelity ® VIP Growth Portfolio		November 15, 2004
ING Fidelity ® VIP Mid Cap Portfolio		November 15, 2004
ING Index Solution 2015 Portfolio		March 7, 2008
ING Index Solution 2025 Portfolio		March 7, 2008
ING Index Solution 2035 Portfolio		March 7, 2008
ING Index Solution 2045 Portfolio		March 7, 2008
ING Index Solution 2055 Portfolio		December 4, 2009
ING Index Solution Income Portfolio		March 7, 2008
ING JPMorgan Mid Cap Value Portfolio		January 10, 2005
ING Legg Mason ClearBridge Aggressive Growth Portfolio		January 10, 2005
ING Oppenheimer Global Portfolio		January 10, 2005
ING Oppenheimer Global Strategic Income Portfolio		January 10, 2005
ING PIMCO Total Return Portfolio		January 10, 2005
ING Pioneer High Yield Portfolio		December 7, 2005
ING Solution 2015 Portfolio		April 29, 2005
ING Solution 2025 Portfolio		April 29, 2005
ING Solution 2035 Portfolio		April 29, 2005
ING Solution 2045 Portfolio		April 29, 2005
ING Solution 2055 Portfolio		December 4, 2009
ING Solution Aggressive Growth Portfolio		April 30, 2010
ING Solution Conservative Portfolio		April 30, 2010
ING Solution Growth Portfolio		June 29, 2007
ING Solution Income Portfolio		April 29, 2005
ING Solution Moderate Portfolio		June 29, 2007
ING T. Rowe Price Diversified Mid Cap Growth Portfolio		January 10, 2005
ING T. Rowe Price Growth Equity Portfolio		January 10, 2005
ING Templeton Foreign Equity Portfolio		November 30, 2005
ING Thornburg Value Portfolio		January 10, 2005
ING UBS U.S. Large Cap Equity Portfolio		January 10, 2005
ING Van Kampen Comstock Portfolio		January 10, 2005
ING Van Kampen Equity and Income Portfolio		January 10, 2005

ING Risk Managed Natural Resources Fund		October 24, 2006

ING Separate Portfolios Trust
ING SPorts Core Fixed Income Fund		May 16, 2007

ING Series Fund, Inc.
Brokerage Cash Reserves		June 2, 2003
ING Alternative Beta Fund		October 22, 2008
ING Balanced Fund		June 2, 2003
ING Core Equity Research Fund		June 9, 2003
ING Corporate Leaders 100 Fund		June 11, 2008
ING Global Target Payment Fund		March 5, 2008
ING Index Plus LargeCap Fund		June 9, 2003
ING Index Plus MidCap Fund		June 9, 2003
ING Index Plus SmallCap Fund		June 9, 2003
ING Money Market Fund		June 2, 2003
ING Small Company Fund		June 9, 2003
ING Strategic Allocation Conservative Fund		June 2, 2003
ING Strategic Allocation Growth Fund		June 2, 2003
ING Strategic Allocation Moderate Fund		June 2, 2003
ING Tactical Asset Allocation Fund		March 5, 2008
ING U.S. Government Money Market Fund		October 31, 2008

ING Strategic Allocation Portfolios, Inc.
ING Strategic Allocation Conservative Portfolio		July 7, 2003
ING Strategic Allocation Growth Portfolio		July 7, 2003
ING Strategic Allocation Moderate Portfolio		July 7, 2003

ING Variable Funds
ING Growth and Income Portfolio		July 7, 2003

ING Variable Insurance Trust
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. Core Portfolio — Series 10		September 7, 2005
ING GET U.S. Core Portfolio — Series 11		December 6, 2005
ING GET U.S. Core Portfolio — Series 12		March 2, 2006
ING GET U.S. Core Portfolio — Series 13		June 22, 2006
ING GET U.S. Core Portfolio — Series 14		December 21, 2006

ING Variable Portfolios, Inc.
ING BlackRock Science and Technology Opportunities Portfolio		July 7, 2003
ING Euro STOXX 50 ® Index Portfolio		August 3, 2009
ING FTSE 100 Index ® Portfolio		August 3, 2009
ING Hang Seng Index Portfolio		May 1, 2009
ING Index Plus LargeCap Portfolio		July 7, 2003
ING Index Plus MidCap Portfolio		July 7, 2003

ING Index Plus SmallCap Portfolio		July 7, 2003
ING International Index Portfolio		March 4, 2008
ING Japan TOPIX Index ® Portfolio		August 3, 2009
ING NASDAQ 100 Index ® Portfolio		August 3, 2009
ING Opportunistic LargeCap Portfolio		July 7, 2003
ING Russell™ Large Cap Growth Index Portfolio		May 1, 2009
ING Russell™ Large Cap Index Portfolio		March 4, 2008
ING Russell™ Large Cap Value Index Portfolio		May 1, 2009
ING Russell™ Mid Cap Growth Index Portfolio		May 1, 2009
ING Russell™ Mid Cap Index Portfolio		March 4, 2008
ING Russell™ Small Cap Index Portfolio		March 4, 2008
ING Small Company Portfolio		July 7, 2003
ING U.S. Bond Index Portfolio		March 4, 2008
ING U.S. Government Money Market Portfolio		October 31, 2008
ING WisdomTree SM Global High-Yielding Equity Index Portfolio		January 16, 2008

ING Variable Products Trust
ING International Value Portfolio		November 3, 2003
ING MidCap Opportunities Portfolio		October 6, 2003
ING SmallCap Opportunities Portfolio		October 6, 2003

ING Balanced Portfolio, Inc.
ING Balanced Portfolio		July 7, 2003

ING Intermediate Bond Portfolio		July 7, 2003

ING Money Market Portfolio		July 7, 2003

Exhibit 99.B(h)(4)(i)

AMENDED SCHEDULE A

to the

AMENDED AND RESTATED 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 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. Core Portfolio — Series 10		0.055% on the first $5 billion 0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio — Series 11		0.055% on the first $5 billion 0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio — Series 12		0.055% on the first $5 billion 0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio — Series 13		0.055% on the first $5 billion 0.030% on all assets over $5 billion

ING GET U.S. Core Portfolio — Series 14		0.055% on the first $5 billion 0.030% on all assets over $5 billion

Exhibit 99.B(h)(5)(i)

April 30, 2010

Ms. Mary Jean Milner

Vice President

The Bank of New York Mellon

One Wall Street, 25 th Floor

New York, NY 10286

Dear Ms. Milner:

Please signify your acceptance to provide services under the Agreements with respect to the Portfolio by signing below. If you have any questions, please contact me at (480) 477-2190.

		Sincerely,


		By:	/s/ Todd Modic
		Name:	Todd Modic
		Title:	Senior Vice President
			ING Equity Trust
			ING Partners, Inc.


ACCEPTED AND AGREED TO:
The Bank of New York Mellon


By:	/s/ Peter D. Holland
Name:	Peter D. Holland
Title:	Managing Director, Duly Authorized

7337 E. Doubletree Ranch Rd.	Tel: 480-477-3000	ING Equity Trust
Scottsdale, AZ 85258-2034	Fax: 480-477-2700	ING Partners, Inc.
	www.ingfunds.com

AMENDED EXHIBIT A

Fund		Effective Date

ING Asia Pacific High Dividend Equity Income Fund		March 27, 2007

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 Equity Dividend Fund		December 4, 2007
ING Growth Opportunities Fund		June 9, 2003
ING MidCap Opportunities Fund		June 9, 2003
ING Opportunistic LargeCap Fund		December 28, 2005
ING Real Estate Fund		June 9, 2003
ING SmallCap Opportunities Fund		June 9, 2003
ING Value Choice Fund		February 1, 2005

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 Institutional Prime Money Market Fund		July 29, 2005
ING Intermediate Bond Fund		April 7, 2003

ING Global Advantage and Premium Opportunity Fund		October 27, 2005

ING Global Equity Dividend and Premium Opportunity Fund		March 28, 2005

ING Infrastructure, Industrials and Materials Fund		January 26, 2010

ING International High Dividend Equity Income Fund		August 28, 2007

ING Investors Trust
ING American Funds Asset Allocation Portfolio		April 28, 2008
ING American Funds Bond Portfolio		November 9, 2007
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 American Funds World Allocation Portfolio		September 15, 2008
ING Artio Foreign Portfolio		January 13, 2003
ING BlackRock Inflation Protected Bond Portfolio		April 30, 2007
ING BlackRock Large Cap Growth Portfolio		January 6, 2003
ING BlackRock Large Cap Value Portfolio		January 6, 2003
ING Clarion Global Real Estate Portfolio		January 3, 2006
ING Clarion Real Estate Portfolio		January 3, 2006
ING DFA Global All Equity Portfolio		August 20, 2007

ING DFA Global Allocation Portfolio		April 30, 2010
ING FMR SM Diversified Mid Cap Portfolio		January 6, 2003
ING Franklin Income Portfolio		April 28, 2006
ING Franklin Mutual Shares Portfolio		April 30, 2007
ING Franklin Templeton Founding Strategy Portfolio		April 30, 2007
ING Global Resources Portfolio		January 13, 2003
ING Goldman Sachs Commodity Strategy Portfolio		April 28, 2008
ING Janus Contrarian Portfolio		January 13, 2003
ING JPMorgan Emerging Markets Equity Portfolio		January 13, 2003
ING JPMorgan Small Cap Core Equity Portfolio		January 13, 2003
ING Limited Maturity Bond Portfolio		January 6, 2003
ING Liquid Assets Portfolio		January 6, 2003
ING Lord Abbett Growth and Income Portfolio		January 6, 2003
ING Marsico Growth Portfolio		January 13, 2003
ING Marsico International Opportunities Portfolio		April 29, 2005
ING MFS Total Return Portfolio		January 13, 2003
ING MFS Utilities Portfolio		April 29, 2005
ING Morgan Stanley Global Franchise Portfolio		January 13, 2003
ING Morgan Stanley Global Tactical Asset Allocation Portfolio		September 15, 2008
ING Oppenheimer Active Allocation Portfolio		September 15, 2008
ING PIMCO High Yield Portfolio		November 5, 2003
ING PIMCO Total Return Bond Portfolio		January 13, 2003
ING Pioneer Equity Income Portfolio		May 11, 2007
ING Pioneer Fund Portfolio		April 29, 2005
ING Pioneer Mid Cap Value Portfolio		April 29, 2005
ING Retirement Conservative Portfolio		August 12, 2009
ING Retirement Growth Portfolio		August 12, 2009
ING Retirement Moderate Growth Portfolio		August 12, 2009
ING Retirement Moderate Portfolio		August 12, 2009
ING T. Rowe Price Capital Appreciation Portfolio		January 13, 2003
ING T. Rowe Price Equity Income Portfolio		January 13, 2003
ING Templeton Global Growth Portfolio		January 13, 2003
ING U.S. Stock Index Portfolio		November 5, 2003
ING Van Kampen Growth and Income Portfolio		January 13, 2003
ING Wells Fargo Health Care Portfolio		May 3, 2004
ING Wells Fargo Omega Growth Portfolio		May 3, 2004
ING Wells Fargo Small Cap Disciplined Portfolio		November 30, 2005

ING Mayflower Trust
ING International Value Fund		November 3, 2003

ING Mutual Funds
ING Asia-Pacific Real Estate Fund		October 15, 2007
ING Diversified International Fund		December 7, 2005
ING Emerging Countries Fund		November 3, 2003
ING European Real Estate Fund		October 15, 2007
ING Foreign Fund		July 1, 2003
ING Global Bond Fund		June 19, 2006
ING Global Equity Dividend Fund		September 2, 2003

ING Global Natural Resources Fund		November 3, 2003
ING Global Real Estate Fund		November 3, 2003
ING Global Value Choice Fund		November 3, 2003
ING Greater China Fund		December 7, 2005
ING Index Plus International Equity Fund		December 7, 2005
ING International Capital Appreciation Fund		December 7, 2005
ING International Real Estate Fund		February 28, 2006
ING International SmallCap Multi-Manager Fund		November 3, 2003
ING International Value Choice Fund		February 1, 2005
ING Russia Fund		November 3, 2003

ING Partners, Inc.
ING American Century Small-Mid Cap Value Portfolio		January 10, 2005
ING Baron Asset Portfolio		December 7, 2005
ING Baron Small Cap Growth Portfolio		January 10, 2005
ING Columbia Small Cap Value Portfolio		April 28, 2006
ING Davis New York Venture Portfolio		January 10, 2005
ING Fidelity ® VIP Contrafund ® Portfolio		November 15, 2004
ING Fidelity ® VIP Equity-Income Portfolio		November 15, 2004
ING Fidelity ® VIP Growth Portfolio		November 15, 2004
ING Fidelity ® VIP Mid Cap Portfolio		November 15, 2004
ING Index Solution 2015 Portfolio		March 7, 2008
ING Index Solution 2025 Portfolio		March 7, 2008
ING Index Solution 2035 Portfolio		March 7, 2008
ING Index Solution 2045 Portfolio		March 7, 2008
ING Index Solution 2055 Portfolio		December 4, 2009
ING Index Solution Income Portfolio		March 7, 2008
ING JPMorgan Mid Cap Value Portfolio		January 10, 2005
ING Legg Mason ClearBridge Aggressive Growth Portfolio		January 10, 2005
ING Oppenheimer Global Portfolio		January 10, 2005
ING Oppenheimer Global Strategic Income Portfolio		January 10, 2005
ING PIMCO Total Return Portfolio		January 10, 2005
ING Pioneer High Yield Portfolio		December 7, 2005
ING Solution 2015 Portfolio		April 29, 2005
ING Solution 2025 Portfolio		April 29, 2005
ING Solution 2035 Portfolio		April 29, 2005
ING Solution 2045 Portfolio		April 29, 2005
ING Solution 2055 Portfolio		December 4, 2009
ING Solution Aggressive Growth Portfolio		April 30, 2010
ING Solution Conservative Portfolio		April 30, 2010
ING Solution Growth Portfolio		June 29, 2007
ING Solution Income Portfolio		April 29, 2005
ING Solution Moderate Portfolio		June 29, 2007
ING T. Rowe Price Diversified Mid Cap Growth Portfolio		January 10, 2005
ING T. Rowe Price Growth Equity Portfolio		January 10, 2005
ING Templeton Foreign Equity Portfolio		November 30, 2005
ING Thornburg Value Portfolio		January 10, 2005
ING UBS U.S. Large Cap Equity Portfolio		January 10, 2005
ING Van Kampen Comstock Portfolio		January 10, 2005
ING Van Kampen Equity and Income Portfolio		January 10, 2005

ING Risk Managed Natural Resources Fund		October 24, 2006

ING Separate Portfolios Trust
ING SPorts Core Fixed Income Fund		May 16, 2007

ING Series Fund, Inc.
Brokerage Cash Reserves		June 2, 2003
ING Alternative Beta Fund		October 22, 2008
ING Balanced Fund		June 2, 2003
ING Core Equity Research Fund		June 9, 2003
ING Corporate Leaders 100 Fund		June 11, 2008
ING Global Target Payment Fund		March 5, 2008
ING Index Plus LargeCap Fund		June 9, 2003
ING Index Plus MidCap Fund		June 9, 2003
ING Index Plus SmallCap Fund		June 9, 2003
ING Money Market Fund		June 2, 2003
ING Small Company Fund		June 9, 2003
ING Strategic Allocation Conservative Fund		June 2, 2003
ING Strategic Allocation Growth Fund		June 2, 2003
ING Strategic Allocation Moderate Fund		June 2, 2003
ING Tactical Asset Allocation Fund		March 5, 2008
ING U.S. Government Money Market Fund		October 31, 2008

ING Strategic Allocation Portfolios, Inc.
ING Strategic Allocation Conservative Portfolio		July 7, 2003
ING Strategic Allocation Growth Portfolio		July 7, 2003
ING Strategic Allocation Moderate Portfolio		July 7, 2003

ING Variable Funds
ING Growth and Income Portfolio		July 7, 2003

ING Variable Insurance Trust
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. Core Portfolio — Series 10		September 7, 2005
ING GET U.S. Core Portfolio — Series 11		December 6, 2005
ING GET U.S. Core Portfolio — Series 12		March 2, 2006
ING GET U.S. Core Portfolio — Series 13		June 22, 2006
ING GET U.S. Core Portfolio — Series 14		December 21, 2006

ING Variable Portfolios, Inc.
ING BlackRock Science and Technology Opportunities Portfolio		July 7, 2003
ING Euro STOXX 50 ® Index Portfolio		August 3, 2009
ING FTSE 100 Index ® Portfolio		August 3, 2009
ING Hang Seng Index Portfolio		May 1, 2009
ING Index Plus LargeCap Portfolio		July 7, 2003
ING Index Plus MidCap Portfolio		July 7, 2003

ING Index Plus SmallCap Portfolio		July 7, 2003
ING International Index Portfolio		March 4, 2008
ING Japan TOPIX Index ® Portfolio		August 3, 2009
ING NASDAQ 100 Index ® Portfolio		August 3, 2009
ING Opportunistic LargeCap Portfolio		July 7, 2003
ING Russell™ Large Cap Growth Index Portfolio		May 1, 2009
ING Russell™ Large Cap Index Portfolio		March 4, 2008
ING Russell™ Large Cap Value Index Portfolio		May 1, 2009
ING Russell™ Mid Cap Growth Index Portfolio		May 1, 2009
ING Russell™ Mid Cap Index Portfolio		March 4, 2008
ING Russell™ Small Cap Index Portfolio		March 4, 2008
ING Small Company Portfolio		July 7, 2003
ING U.S. Bond Index Portfolio		March 4, 2008
ING U.S. Government Money Market Portfolio		October 31, 2008
ING WisdomTree SM Global High-Yielding Equity Index Portfolio		January 16, 2008

ING Variable Products Trust
ING International Value Portfolio		November 3, 2003
ING MidCap Opportunities Portfolio		October 6, 2003
ING SmallCap Opportunities Portfolio		October 6, 2003

ING Balanced Portfolio, Inc.
ING Balanced Portfolio		July 7, 2003

ING Intermediate Bond Portfolio		July 7, 2003

ING Money Market Portfolio		July 7, 2003

Exhibit 99.B(h)(7)(i)

August 20, 2009

Attention: President

PNC Global Investment Servicing (U.S.) Inc.

301 Bellevue Parkway

Wilmington, Delaware 19809

Dear Sir or Madam:

Pursuant to the Transfer Agency Services Agreement dated February 25, 2009, between the Funds (as defined in the Agreement) and PNC Global Investment Servicing (U.S.) 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 Retirement Conservative Portfolio, ING Retirement Growth Portfolio, ING Retirement Moderate Growth Portfolio, and ING Retirement Moderate Portfolio (collectively, the “Portfolios”), effective on or about August 12, 2009, each a Series of ING Investors 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 above-mentioned Portfolios to Exhibit A of the Agreement. This Amended Exhibit A supersedes the previous Exhibit A dated August 19, 2009.

Please signify your acceptance to act as Transfer Agent and Dividend Disbursing Agent under the Agreement with respect to the Portfolios by signing below.

		Very sincerely,


		/s/ Todd Modic
		Todd Modic
		Senior Vice President
		ING Investors Trust


ACCEPTED AND AGREED TO:
PNC Global Investment Servicing (U.S.) Inc.


By:	/s/ Susan M. Fraser
Name:	Susan M. Fraser
Title:	Senior VP, Duly Authorized

7337 E. Doubletree Ranch Rd.	Tel: 480-477-3000	ING Investors Trust
Scottsdale, AZ 85258-2034	Fax: 480-477-2700
	www.ingfunds.com

AMENDED EXHIBIT A

(Dated: August 20, 2009)

THIS EXHIBIT A is Exhibit A to that certain Transfer Agency Services Agreement dated as of February 25, 2009, between PNC Global Investment Servicing (U.S.) Inc. and the Fund (the “Agreement”). For all purposes under the Agreement, the terms Fund and Portfolio shall refer to the following, respectively:

ING Equity Trust

ING Equity Dividend Fund

ING Growth Opportunities Fund

ING Index Plus LargeCap Equity Fund VIII

ING Index Plus LargeCap Equity Fund IX

ING MidCap Opportunities Fund

ING Opportunistic LargeCap Fund

ING Principal Protection Fund X

ING Principal Protection Fund XI

ING Principal Protection Fund XII

ING Principal Protection Fund XIII

ING Principal Protection Fund XIV

ING Real Estate Fund

ING SmallCap Opportunities Fund

ING SmallCap Value Multi-Manager Fund

ING Value Choice Fund

ING Funds Trust

ING Classic Money Market Fund

ING GNMA Income Fund

ING High Yield Bond Fund

ING Institutional Prime Money Market Fund

ING Intermediate Bond Fund

ING Investors Trust

ING AllianceBernstein Mid Cap Growth Portfolio

ING American Funds Asset Allocation Portfolio

ING American Funds Bond Portfolio

ING American Funds Growth Portfolio

ING American Funds Growth-Income Portfolio

ING American Funds International Portfolio

ING American Funds World Allocation Portfolio

ING Artio Foreign Portfolio

ING BlackRock Inflation Protected Bond Portfolio

ING BlackRock Large Cap Growth Portfolio

ING BlackRock Large Cap Value Portfolio

ING Clarion Global Real Estate Portfolio

ING Clarion Real Estate Portfolio

ING Disciplined Small Cap Value Portfolio

ING Evergreen Health Sciences Portfolio

ING Evergreen Omega Portfolio

ING FMR SM Diversified Mid Cap Portfolio

ING Focus 5 Portfolio

ING Franklin Income Portfolio

ING Franklin Mutual Shares Portfolio

ING Franklin Templeton Founding Strategy Portfolio

ING Global Resources Portfolio

ING Goldman Sachs Commodity Strategy Portfolio

ING Index Plus International Equity Portfolio

ING International Growth Opportunities Portfolio

ING Janus Contrarian Portfolio

ING JPMorgan Emerging Markets Equity Portfolio

ING JPMorgan Small Cap Core Equity Portfolio

ING JPMorgan Value Opportunities Portfolio

ING Growth and Income Portfolio II

ING LifeStyle Aggressive Growth Portfolio

ING LifeStyle Conservative Portfolio

ING LifeStyle Growth Portfolio

ING LifeStyle Moderate Growth Portfolio

ING LifeStyle Moderate Portfolio

ING Limited Maturity Bond Portfolio

ING Liquid Assets Portfolio

ING Lord Abbett Affiliated Portfolio

ING Marsico Growth Portfolio

ING Marsico International Opportunities Portfolio

ING MFS Total Return Portfolio

ING MFS Utilities Portfolio

ING Multi-Manager International Small Cap Portfolio

ING Oppenheimer Active Allocation Portfolio

ING Oppenheimer Main Street Portfolio®

ING PIMCO Global Advantage Bond Portfolio

ING PIMCO High Yield Portfolio

ING PIMCO Total Return Bond Portfolio

ING Pioneer Equity Income Portfolio

ING Pioneer Fund Portfolio

ING Pioneer Mid Cap Value Portfolio

ING Retirement Conservative Portfolio

ING Retirement Growth Portfolio

ING Retirement Moderate Growth Portfolio

ING Retirement Moderate Portfolio

ING Stock Index Portfolio

ING T. Rowe Price Capital Appreciation Portfolio

ING T. Rowe Price Equity Income Portfolio

ING T. Rowe Price Personal Strategy Growth Portfolio

ING Templeton Global Growth Portfolio

ING Van Kampen Capital Growth Portfolio

ING Van Kampen Global Franchise Portfolio

ING Van Kampen Global Tactical Asset Allocation Portfolio

ING Van Kampen Growth and Income Portfolio

ING Wells Fargo Small Cap Disciplined Portfolio

ING Mayflower Trust

ING International Value Fund

ING Mutual Funds

ING Asia-Pacific Real Estate Fund

ING Disciplined International SmallCap Fund

ING Diversified International Fund

ING Emerging Countries Fund

ING Emerging Markets Fixed Income Fund

ING European Real Estate Fund

ING Foreign Fund

ING Global Bond Fund

ING Global Equity Dividend Fund

ING Global Natural Resources Fund

ING Global Real Estate Fund

ING Global Value Choice Fund

ING Greater China Fund

ING Index Plus International Equity Fund

ING International Capital Appreciation Fund

ING International Equity Dividend Fund

ING International Growth Opportunities Fund

ING International Real Estate Fund

ING International SmallCap Multi-Manager Fund

ING International Value Choice Fund

ING Russia Fund

ING Partners, Inc.

ING American Century Large Company Value Portfolio

ING American Century Small-Mid Cap Value Portfolio

ING Baron Asset Portfolio

ING Baron Small Cap Growth Portfolio

ING Columbia Small Cap Value Portfolio

ING Davis New York Venture Portfolio

ING Fidelity® VIP Contrafund® Portfolio

ING Fidelity® VIP Equity-Income Portfolio

ING Fidelity® VIP Growth Portfolio

ING Fidelity® VIP Mid Cap Portfolio

ING Index Solution 2015 Portfolio

ING Index Solution 2025 Portfolio

ING Index Solution 2035 Portfolio

ING Index Solution 2045 Portfolio

ING Index Solution 2055 Portfolio

ING Index Solution Income Portfolio

ING JPMorgan Mid Cap Value Portfolio

ING Legg Mason Partners Aggressive Growth Portfolio

ING Neuberger Berman Partners Portfolio

ING Oppenheimer Global Portfolio

ING Oppenheimer Strategic Income Portfolio

ING PIMCO Total Return Portfolio

ING Pioneer High Yield Portfolio

ING Solution 2015 Portfolio

ING Solution 2025 Portfolio

ING Solution 2035 Portfolio

ING Solution 2045 Portfolio

ING Solution 2055 Portfolio

ING Solution Growth and Income Portfolio

ING Solution Growth Portfolio

ING Solution Income Portfolio

ING T. Rowe Price Diversified Mid Cap Growth Portfolio

ING T. Rowe Price Growth Equity Portfolio

ING Templeton Foreign Equity Portfolio

ING Thornburg Value Portfolio

ING UBS U.S. Large Cap Equity Portfolio

ING Van Kampen Comstock Portfolio

ING Van Kampen Equity and Income Portfolio

ING Prime Rate Trust

ING Senior Income Fund

ING Separate Portfolios Trust

ING SPorts Core Fixed Income Fund

ING SPorts International Fixed Income Fund

ING Variable Insurance Trust

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. Core Portfolio — Series 10

ING GET U.S. Core Portfolio — Series 11

ING GET U.S. Core Portfolio — Series 12

ING GET U.S. Core Portfolio — Series 13

ING GET U.S. Core Portfolio — Series 14

ING Variable Products Trust

ING International Value Portfolio

ING MidCap Opportunities Portfolio

ING SmallCap Opportunities Portfolio

Exhibit 99.B(h)(7)(ii)

FORM OF

April 30, 2010

Attention: President

PNC Global Investment Servicing (U.S.) Inc.

301 Bellevue Parkway

Wilmington, Delaware 19809

Dear Sir or Madam:

Pursuant to the Transfer Agency Services Agreement dated February 25, 2009, between the Funds (as defined in the Agreement) and PNC Global Investment Servicing (U.S.) 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 Solution Aggressive Growth Portfolio, and ING Solution Conservative Portfolio (together, the “Portfolios”), effective on or about April 30, 1010, each a Series of ING Partners, Inc., 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 Exhibit A of the Agreement. This Amended Exhibit A supersedes the previous Amended Exhibit A dated April 30, 2010, in which ING DFA Global Allocation Portfolio, a new series of ING Investors Trust, was added to the Agreement.

Please signify your acceptance to act as Transfer Agent and Dividend Disbursing Agent under the Agreement with respect to the Portfolios by signing below.

		Very sincerely,


		Todd Modic
		Senior Vice President
		ING Equity Trust
		ING Partners, Inc.


ACCEPTED AND AGREED TO:
PNC Global Investment Servicing (U.S.) Inc.


By:
Name:
Title:	, Duly Authorized

7337 E. Doubletree Ranch Rd.	Tel: 480-477-3000	ING Equity Trust
Scottsdale, AZ 85258-2034	Fax: 480-477-2700	ING Partners, Inc.
	www.ingfunds.com

AMENDED EXHIBIT A

(Dated: April 30, 2010)

ING Equity Trust

ING Equity Dividend Fund

ING Growth Opportunities Fund

ING MidCap Opportunities Fund

ING Opportunistic LargeCap Fund

ING Real Estate Fund

ING SmallCap Opportunities Fund

ING Value Choice Fund

ING Funds Trust

ING Classic Money Market Fund

ING GNMA Income Fund

ING High Yield Bond Fund

ING Institutional Prime Money Market Fund

ING Intermediate Bond Fund

ING Investors Trust

ING American Funds Asset Allocation Portfolio

ING American Funds Bond Portfolio

ING American Funds Growth Portfolio

ING American Funds Growth-Income Portfolio

ING American Funds International Portfolio

ING American Funds World Allocation Portfolio

ING Artio Foreign Portfolio

ING BlackRock Inflation Protected Bond Portfolio

ING BlackRock Large Cap Growth Portfolio

ING BlackRock Large Cap Value Portfolio

ING Clarion Global Real Estate Portfolio

ING Clarion Real Estate Portfolio

ING DFA Global All Equity Portfolio

ING DFA Global Allocation Portfolio

ING FMR SM Diversified Mid Cap Portfolio

ING Franklin Income Portfolio

ING Franklin Mutual Shares Portfolio

ING Franklin Templeton Founding Strategy Portfolio

ING Global Resources Portfolio

ING Goldman Sachs Commodity Strategy Portfolio

ING Janus Contrarian Portfolio

ING JPMorgan Emerging Markets Equity Portfolio

ING JPMorgan Small Cap Core Equity Portfolio

ING Limited Maturity Bond Portfolio

ING Liquid Assets Portfolio

ING Lord Abbett Growth and Income Portfolio

ING Marsico Growth Portfolio

ING Marsico International Opportunities Portfolio

ING MFS Total Return Portfolio

ING MFS Utilities Portfolio

ING Morgan Stanley Global Franchise Portfolio

ING Morgan Stanley Global Tactical Asset Allocation Portfolio

ING Oppenheimer Active Allocation Portfolio

ING PIMCO Global Advantage Bond Portfolio

ING PIMCO High Yield Portfolio

ING PIMCO Total Return Bond Portfolio

ING Pioneer Equity Income Portfolio

ING Pioneer Fund Portfolio

ING Pioneer Mid Cap Value Portfolio

ING Retirement Conservative Portfolio

ING Retirement Growth Portfolio

ING Retirement Moderate Growth Portfolio

ING Retirement Moderate Portfolio

ING T. Rowe Price Capital Appreciation Portfolio

ING T. Rowe Price Equity Income Portfolio

ING Templeton Global Growth Portfolio

ING U.S. Stock Index Portfolio

ING Van Kampen Growth and Income Portfolio

ING Wells Fargo Health Care Portfolio

ING Wells Fargo Omega Growth Portfolio

ING Wells Fargo Small Cap Disciplined Portfolio

ING Mayflower Trust

ING International Value Fund

ING Mutual Funds

ING Asia-Pacific Real Estate Fund

ING Diversified International Fund

ING Emerging Countries Fund

ING European Real Estate Fund

ING Foreign Fund

ING Global Bond Fund

ING Global Equity Dividend Fund

ING Global Natural Resources Fund

ING Global Real Estate Fund

ING Global Value Choice Fund

ING Greater China Fund

ING Index Plus International Equity Fund

ING International Capital Appreciation Fund

ING International Real Estate Fund

ING International SmallCap Multi-Manager Fund

ING International Value Choice Fund

ING Russia Fund

ING Partners, Inc.

ING American Century Small-Mid Cap Value Portfolio

ING Baron Asset Portfolio

ING Baron Small Cap Growth Portfolio

ING Columbia Small Cap Value Portfolio

ING Davis New York Venture Portfolio

ING Fidelity ® VIP Contrafund ® Portfolio

ING Fidelity ® VIP Equity-Income Portfolio

ING Fidelity ® VIP Growth Portfolio

ING Fidelity ® VIP Mid Cap Portfolio

ING Index Solution 2015 Portfolio

ING Index Solution 2025 Portfolio

ING Index Solution 2035 Portfolio

ING Index Solution 2045 Portfolio

ING Index Solution 2055 Portfolio

ING Index Solution Income Portfolio

ING JPMorgan Mid Cap Value Portfolio

ING Legg Mason ClearBridge Aggressive Growth Portfolio

ING Oppenheimer Global Portfolio

ING Oppenheimer Global Strategic Income Portfolio

ING PIMCO Total Return Portfolio

ING Pioneer High Yield Portfolio

ING Solution 2015 Portfolio

ING Solution 2025 Portfolio

ING Solution 2035 Portfolio

ING Solution 2045 Portfolio

ING Solution 2055 Portfolio

ING Solution Aggressive Growth Portfolio

ING Solution Conservative Portfolio

ING Solution Growth Portfolio

ING Solution Income Portfolio

ING Solution Moderate Portfolio

ING T. Rowe Price Diversified Mid Cap Growth Portfolio

ING T. Rowe Price Growth Equity Portfolio

ING Templeton Foreign Equity Portfolio

ING Thornburg Value Portfolio

ING UBS U.S. Large Cap Equity Portfolio

ING Van Kampen Comstock Portfolio

ING Van Kampen Equity and Income Portfolio

ING Prime Rate Trust

ING Senior Income Fund

ING Separate Portfolios Trust

ING SPorts Core Fixed Income Fund

ING Variable Insurance Trust

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. Core Portfolio — Series 10

ING GET U.S. Core Portfolio — Series 11

ING GET U.S. Core Portfolio — Series 12

ING GET U.S. Core Portfolio — Series 13

ING GET U.S. Core Portfolio — Series 14

ING Variable Products Trust

ING International Value Portfolio

ING MidCap Opportunities Portfolio

ING SmallCap Opportunities Portfolio

Exhibit 99.B(j)(1)

[DECHERT LLP LETTERHEAD]

April 29, 2010

ING Variable Insurance Trust

7337 East Doubletree Ranch Road

Scottsdale, AZ 85258-2034

Re: ING Variable Insurance Trust

(File No. 811-09477)

Dear Ladies and Gentlemen:

We hereby consent to all references to our firm in Amendment No. 36 to the Registration Statement under the Investment Company Act of 1940, as amended, of ING Variable Insurance Trust. In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act of 1933, as amended, and the rules and regulations thereunder.

Very truly yours,

/s/ Dechert LLP

Exhibit 99.B(j)(2)

Consent of Independent Registered Public Accounting Firm

The Board of Trustees

ING Variable Insurance Trust

We consent to the use of our report dated February 19, 2010, with respect to the financial statements of ING GET U.S. Core Portfolio - Series 5, 6, 7, 8, 9, 10, 11, 12, 13, and 14, each a series of ING Variable Insurance Trust, as of December 31, 2009, incorporated herein by reference and to the references to our firm under the heading “Independent Registered Public Accounting Firm” in the Statement of Additional Information.

/s/ KPMG LLP

Boston, Massachusetts

April 28, 2010

Exhibit 99.B(m)(1)(i)

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 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. Core Portfolio — Series 10

ING GET U.S. Core Portfolio — Series 11

ING GET U.S. Core Portfolio — Series 12

ING GET U.S. Core Portfolio — Series 13

ING GET U.S. Core Portfolio — Series 14