Edgar Filing: ING Global Advantage & Premium Opportunity Fund

SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

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ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
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ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

7337 E. DOUBLETREE RANCH ROAD
SCOTTSDALE, ARIZONA 85258-2034

(800) 992-0180

May 16, 2006

Dear Shareholder:

On behalf of the Board of Trustees of ING Global Advantage and Premium
Opportunity Fund (the "Fund"), we are pleased to invite you to the annual
meeting of shareholders (the "Annual Meeting"), to be held at 10:00 a.m., Local
time, on June 15, 2006 at 7337 E. Doubletree Ranch Road, Scottsdale, Arizona
85258-2034. Formal notice of the Annual Meeting appears on the next page,
followed by the Proxy Statement. Please take the time to read the Proxy
Statement and cast your vote, since it covers matters that are important to the
Fund and to you as a shareholder.

At the Annual Meeting, you will be asked to consider and to vote on the
election of twelve members of the Board of Trustees to represent the interests
of the holders of Common Shares of the Fund until the election and qualification
of their successors.

The proposal is discussed in detail in the enclosed Proxy Statement, which
you should read carefully. The Board of Trustees has concluded that the
proposals are in the best interests of the Fund and its shareholders and
recommend that you vote "FOR" the proposal. We are asking you to consider it
carefully and express your vote on the enclosed Proxy Ballot or at the Annual
Meeting.

We look forward to your attendance at the Annual Meeting or to receiving
your Proxy Ballot so that your shares may be voted at the Annual Meeting. If you
have any questions, please do not hesitate to call us at 1-800-992-0180.

Sincerely,

/s/ James M. Hennessy
----------------------------------------
James M. Hennessy
President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

To Shareholders:

PLEASE TAKE NOTE THAT the annual meeting of shareholders (the "Annual Meeting")
of ING Global Advantage and Premium Opportunity Fund (the "Fund") will be held
at 10:00 a.m., Local time, on June 15, 2006, at 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034, for the following purposes:

1. To elect twelve members of the Board of Trustees to represent the
interests of the holders of Common Shares of the Fund until the
election and qualification of their successors.

2. To transact such other business, not currently contemplated, that may
properly come before the Annual Meeting or any adjournment(s) or
postponement(s) thereof in the discretion of the proxies or their
substitutes.

Please read the enclosed Proxy Statement carefully for information concerning
the proposal to be placed before the Annual Meeting.

THE BOARD OF TRUSTEES UNANIMOUSLY RECOMMENDS THAT YOU
VOTE IN FAVOR OF THE PROPOSAL.

Shareholders of record as of the close of business on March 30, 2006 are
entitled to notice of, and to vote at, the Annual Meeting or any adjournment(s)
or postponement(s) thereof.

By Order of the Board of Trustees,

/s/ Huey P. Falgout, Jr.
----------------------------------------
Huey P. Falgout, Jr.
Secretary

May 16, 2006

YOUR VOTE IS IMPORTANT REGARDLESS OF
THE NUMBER OF SHARES YOU OWN.
PLEASE VOTE BY RETURNING YOUR PROXY BALLOT TODAY
IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
YOU MAY ALSO VOTE IN PERSON AT THE ANNUAL MEETING.

PROXY STATEMENT

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

MAY 16, 2006

TOLL-FREE: (800) 992-0180
7337 E. DOUBLETREE RANCH ROAD
SCOTTSDALE, ARIZONA 85258-2034

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 15, 2006

(This page intentionally left blank)

WHO IS ASKING FOR MY VOTE?

The Board of Trustees (the "Board") of ING Global Advantage and Premium
Opportunity Fund (the "Fund") is sending this Proxy Statement, the attached
Notice of Annual Meeting, and the enclosed Proxy Ballot on or about May 16, 2006
to you and all other shareholders. The Board is soliciting your vote for the
annual meeting of shareholders of the Fund (the "Annual Meeting").

The words "you" and "your" are used in this Proxy Statement to refer to the
person or entity who owns the shares and who accordingly has voting rights in
connection with the shares.

WHAT IS THE PROPOSAL AND WHO CAN VOTE ON IT?

Pursuant to the Amended and Restated Declaration of Trust of the Fund,
dated September 28, 2005 (the "Declaration of Trust"), the Board is divided into
three classes, with the term of one class usually expiring at each annual
meeting of Common Shareholders. At each annual meeting, one class of Trustees is
elected to a three-year term. The term of office of the Class I Trustees expires
on the date of the 2006 Annual Meeting, with the terms of office for Class II
Trustees and Class III Trustees expiring one and two years thereafter,
respectively. As a shareholder of the Fund, you are being asked at this meeting
to consider the election of three classes of trustees. The Declaration of Trust
provides for the division of the Board in order to limit the ability of other
entities or persons to acquire control of the Fund or to change the composition
of its Board.

WHY DID YOU SEND ME THIS BOOKLET?

This booklet is a Proxy Statement. It provides you with information you
should review before voting on the matters listed above and in the Notice of
Annual Meeting for the Fund. You are receiving these proxy materials--a booklet
that includes the Proxy Statement and one Proxy Ballot--because you have the
right to vote on the important Proposal concerning your investment in the Fund.

WHO IS ELIGIBLE TO VOTE?

Shareholders who owned shares in the Fund at the close of business on March
30, 2006 (the "Record Date") are eligible to vote. As of the Record Date, the
Fund had 18,055,000 Common Shares outstanding. Common Shareholders are entitled
to one vote for each Common Share held for each Proposal. The Fund does not
currently issue any shares other than the Common Shares. To the best of the
Fund's knowledge, as of March 30, 2006, no person owned beneficially more than
5% of any class of shares of the Fund.

HOW DO I VOTE?

Shareholders can vote by completing, signing and returning the enclosed
Proxy Ballot promptly in the enclosed envelope, or by attending the Annual
Meeting

in person and voting. In addition to solicitation by mail, certain officers and
representatives of the Fund, officers and employees of ING Investments, LLC
("Adviser") (Address: 7337 E. Doubletree Ranch Rd., Scottsdale, Arizona
85258-2034), the investment adviser to the Fund, or its affiliates and certain
financial services firms and their representatives, who will receive no extra
compensation for their services, may solicit proxies by telephone, telegram,
facsimile, or oral communication. Shareholders of the Fund whose shares are held
by nominees, such as brokers, can vote their proxies by contacting their
respective nominee. If a shareholder wishes to participate in the Annual
Meeting, the shareholder may still submit the Proxy Ballot originally sent with
the Proxy Statement or attend in person.

WHEN AND WHERE WILL THE ANNUAL MEETING BE HELD?

The Annual Meeting will be held at 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034, on June 15, 2006, at 10:00 a.m., Local time,
and, if the Annual Meeting is adjourned or postponed, at any adjournment or
postponement of that Meeting. If you expect to attend the Annual Meeting in
person, please notify the Fund by calling 1-800-992-0180.

CAN I REVOKE MY PROXY AFTER I VOTE IT?

A shareholder may revoke the accompanying proxy at any time prior to its
use by filing with the Fund a written revocation or duly executed Proxy Ballot
bearing a later date. In addition, any shareholder who attends the Annual
Meeting in person may vote by ballot at the Annual Meeting, thereby canceling
any proxy previously given. The persons named in the accompanying proxy will
vote as directed by the proxy, but in the absence of voting directions in any
proxy that is signed and returned, they intend to vote "FOR" each of the
Proposals and may vote in their discretion with respect to other matters not now
known to the Board that may be presented at the Annual Meeting.

WHO PAYS FOR THIS PROXY SOLICITATION?

The Fund will pay the expenses incurred in connection with the Notice of
Annual Meeting, Proxy Statement and the Annual Meeting, including printing,
mailing and vote tabulation expenses, legal fees, and out of pocket expenses.

HOW CAN I OBTAIN MORE INFORMATION ABOUT THE FUND?

A COPY OF THE FUND'S ANNUAL REPORT FOR THE FISCAL YEAR ENDED FEBRUARY 28,
2006 IS AVAILABLE UPON REQUEST, WITHOUT CHARGE, BY WRITING TO: THE ING FUNDS,
7337 E. DOUBLETREE RANCH ROAD, SCOTTSDALE, ARIZONA, 85258-2034, ATTENTION:
LITERATURE FULFILLMENT, OR BY CALLING 1-800-992-0180. THIS PROXY STATEMENT
SHOULD BE READ IN CONJUNCTION WITH THE ANNUAL REPORT.

HOW DOES THE BOARD RECOMMEND THAT I VOTE?

The Board recommends that shareholders vote "FOR" the Proposal described in
this Proxy Statement.

PROPOSAL 1

ELECTION OF TRUSTEES

WHAT IS THE PROPOSAL?

The Board has nominated four individuals for election as Class I Trustees
of the Board of Trustees (the "Class I Nominees"), four individuals for election
as Class II Trustees of the Board of Trustees (the "Class II Nominees"), and
four individuals as Class III Trustees of the Board of Trustees (the "Class III
Nominees"), each to represent the interests of the holders of Common Shares of
the Fund (collectively, the "IGA Nominees"). Holders of Common Shares are asked
to elect the Class I Nominees, Class II Nominees and Class III Nominees each to
serve as Trustees for a three-year term, a one-year term, and a two-year term,
respectively, and until his or her successor is duly elected and qualified.
Information about each IGA Nominee is set forth below. With the exception of one
IGA Nominee all of the IGA Nominees are currently Trustees of the Fund and each
IGA Nominees has consented to serve, or to continue to serve, as a Trustee if
elected by holders of Common Shares.

WHAT FACTORS DID THE BOARD CONSIDER IN SELECTING THE IGA NOMINEES?

The Board has nominated twelve individuals as Trustees of the Common Shares
of the Fund, including eleven individuals who currently serve as Trustees of the
Common Shares of the Fund, and one new nominee. The Board met to discuss Board
candidates and, after due consideration, recommend to shareholders the IGA
Nominees indicated below. In making such recommendation, the Board took into
consideration the knowledge, background, and experience of each IGA Nominee.

WHAT IS THE REQUIRED VOTE?

Common Shareholders are entitled to one vote for each Common Share held.
The affirmative vote of a plurality of the Common Shares of the Fund present in
person or by proxy at the Annual Meeting is required to approve the election of
each IGA Nominee to the Board. Shareholders do not have appraisal rights in
connection with the proposal in this proxy statement and there is no cumulative
voting for the election of Trustees.

WHO ARE THE IGA NOMINEES?

For election as Class I Trustees at the Annual Meeting, to hold office
until the Annual Meeting of Shareholders in 2009, the Board has approved the
nomination of:

CLASS I NOMINEES
R. Barbara Gitenstein
Jock Patton
David W.C. Putnam
John G. Turner

For election as Class II Trustees at the Annual Meeting, to hold office
until the Annual Meeting of Shareholders in 2007, the Board has approved the
nomination of:

CLASS II NOMINEES
John V. Boyer
Patricia W. Chadwick
Walter H. May
Sheryl K. Pressler

For election as Class III Trustees at the Annual Meeting, to hold office
until the Annual Meeting of Shareholders in 2008, the Board has approved the
nomination of:

CLASS III
J. Michael Earley
Patrick W. Kenny
Shaun P. Mathews
Roger B. Vincent

The persons named as proxies will vote for the election of each of the IGA
Nominees unless you withhold authority to vote for any or all of them on the
enclosed Proxy Ballot. If any or all of the IGA Nominees should become
unavailable for election due to events not now known or anticipated, the persons
named as proxies will vote for such other nominee or nominees as the current
Trustees may recommend or the Board may reduce the number of Trustees as
provided for in the Fund's Declaration of Trust.

No IGA Nominee is a party adverse to the Fund or any of its affiliates in
any material pending legal proceeding, nor does any IGA Nominee have an interest
materially adverse to the Fund.

The following table sets forth information concerning the IGA Nominees of
the Fund. The address for each IGA Nominee is 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034.

TERM OF NUMBER OF
OFFICE AND PRINCIPAL FUNDS IN FUND
POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX OTHER
HELD WITH TIME DURING THE PAST 5 OVERSEEN BY DIRECTORSHIPS/TRUSTEESHIPS
NAME AND AGE FUND SERVED(1) YEARS TRUSTEE(2) HELD BY TRUSTEE
------------ ------------ ------------ ----------------- ------------- --------------------------

INDEPENDENT TRUSTEES

JOHN V. BOYER Trustee July 2005 - President and 174 None
Present Chief Executive
Age: 52 Class II Officer, Franklin
and

Eleanor Roosevelt
Institute (March
2006 - Present).
Formerly,
Executive
Director, The
Mark Twain House
& Museum(3)
(September 1989 -
November 2005).

PATRICIA W. Trustee January 2006 Consultant and 174 None
CHADWICK (4) - Present President of
Class II self-owned
Age: 57 company,
Ravengate
Partners LLC
(January 2000 -
Present).

J. MICHAEL EARLEY Trustee July 2005 - President and 174 None
Present Chief Executive
Age: 61 Class III Officer, Bankers
Trust Company,
N.A. (June 1992 -
Present).

R. BARBARA Trustee July 2005 - President, 174 None
GITENSTEIN Present College of New
Class I Jersey (January
Age: 58 1999 - Present).

PATRICK W. KENNY Trustee July 2005 - President and 174 Assured Guaranty Ltd.
Present Chief Executive (November 2003 - Present).
Age: 63 Class III Officer,
International
Insurance Society
(June 2001 -
Present).

WALTER H. MAY Trustee July 2005 - Retired. 174 BestPrep (September 1991 -
Present Present).
Age: 69 Class II

JOCK PATTON Chairman and July 2005 - Private Investor 174 JDA Software Group, Inc.
Trustee Present (June 1997 - (January 1999 - Present);
Age: 60 Present). and Swift Transportation
Class I Formerly, Co. (March 2004 -
Director and Present).
Chief Executive
Officer, Rainbow
Multimedia Group,
Inc. (January
1999 - December
2001).

SHERYL K. Trustee January 2006 Consultant (May 174 Stillwater Mining Company
PRESSLER(4) - Present 2001 - Present). (May 2002 - Present);
Class II California HealthCare
Age: 55 Foundation (June 1999 -
Present); and
Romanian-American
Enterprise Fund (February
2004 - Present).

DAVID W.C. PUTNAM Trustee July 2005 - President and 174 Principled Equity Market
Present Director, F.L. Trust (November 1996 -
Age: 66 Class I Putnam Securities Present); and Asian
Company, Inc. American Bank and Trust
(June 1978 - Company (June 1992 -
Present). Present).

ROGER B. VINCENT Trustee July 2005 - President, 174 AmeriGas Propane, Inc.
Present Springwell (January 1998 - Present);
Age: 60 Class III Corporation, a and UGI Corporation
privately-held (February 2006 - Present).
corporate finance
advisory firm
(March 1989 -
Present).

TRUSTEES WHO ARE "INTERESTED PERSONS"

SHAUN P. Trustee N/A President, ING 0(6) The Mark Twain House &
MATHEWS(5) USFS Mutual Funds Museum (September 2002 -
Class III and Investment Present); Connecticut
Age: 50 Products (October Forum (May 2002 -
2004 - Present). Present); Capital
Formerly, CMO, Community College
ING USFS (April Foundation (February 2002
2002 - October - Present); ING Services
2004), and Head Holding Company, Inc. (May
of 2000 - Present); Southland
Rollover/Payout Life Insurance Company
(October 2001 - (June 2002 - Present); and
December 2003). ING Capital Corporation,
LLC, ING Funds
Distributor, LLC, ING
Funds Services, LLC, ING
Investments,

LLC and ING Pilgrim
Funding, Inc. (March 2006
- Present).

JOHN G. TURNER(5) Trustee July 2005 - Retired. 174 Hormel Foods Corporation
Present Formerly, Vice (March 2000 - Present);
Age: 66 Class I Chairman of ING ShopKo Stores, Inc.
Americas (August 1999 - Present);
(September 2000 - and Conseco, Inc.
January 2002); (September 2003 -
Director of Present).
ReliaStar Life
Insurance Company
of New York
(April 1975 -
December 2001);
and Chairman and
Trustee of the
Northstar
affiliated
investment
companies (May
1993 - December
2001).

(1) The Board is divided into three classes, with the term of one class
expiring at each annual meeting of the Fund. At each annual meeting, one
class of Trustees is elected to a three-year term and serves 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 duly
elected or appointed Trustee who is not an "interested person" of the Fund,
as defined in the Investment Company Act of 1940 ("1940 Act") ("Independent
Trustees"), shall retire from service as a Trustee at the first regularly
scheduled meeting of the Board that is held after the Trustee reaches the
age of 70. A unanimous vote of the Board may extend the retirement date of
a Trustee for up to one year. An extension may be permitted if the
retirement would trigger a requirement to hold a meeting of shareholders of
the Fund under applicable law, whether for purposes of appointing a
successor to the Trustee or if otherwise necessary under applicable law, in
which case the extension would apply until such time as the shareholder
meeting can be held or is no longer needed.

(2) For the the purposes of this table, "Fund Complex" means the following
investment companies: ING Equity Trust; ING Funds Trust; ING Global
Advantage and Premium Opportunity Fund; ING Global Equity Dividend and
Premium Opportunity Fund; ING Investment Funds, Inc.; ING Investors Trust;
ING Mayflower Trust; ING Mutual Funds; ING Prime Rate Trust; ING Partners,
Inc.; ING Senior Income Fund; ING Variable Insurance Trust; ING Variable
Products Trust; ING VP Natural Resources Trust; and USLICO Series Fund.
The number of Funds in the Fund Complex is as of February 28, 2006.

(3) Shaun Mathews, President, ING USFS Mutual Funds and Investment Products,
has held a seat on the Board of Directors of The Mark Twain House & Museum
since September 19, 2002. ING Groep N.V. makes non-material, charitable
contributions to The Mark Twain House & Museum.

(4) Commenced service as a Trustee on January 18, 2006.

(5) Messrs. Mathews and Turner are "interested persons" of the Fund, as defined
by the 1940 Act, because of their affiliation with ING Groep N.V., the
parent corporation of the Investment Adviser, ING Investments, LLC and the
Distributor, ING Funds Distributor, LLC.

(6) Mr. Mathews is also being considered for election to the Boards of Trustees
of ING Global Equity Dividend and Premium Opportunity Fund and ING Prime
Rate Trust at their respective annual shareholder meetings. In the event
that the shareholders of each Fund, including the Fund subject to this
Proxy, vote to elect Mr. Mathews to their Boards of Trustees, Mr. Mathews
will oversee 3 Funds in the "Fund Complex."

Please read the section "Further Information About the Trustees and
Officers" starting on page 12 of this Proxy Statement before voting on Proposal
1.

WHAT IS THE BOARD'S RECOMMENDATION ON PROPOSAL 1?

The Board recommends that shareholders vote "FOR" the election of each of
the IGA Nominees to the Board subject to their terms commencing and continuing
as described above. If any of the IGA Nominees are not elected by shareholders,
the current Trustees may consider other courses of action.

WHO ARE THE OTHER TRUSTEES OF THE FUND?

Richard A. Wedemeyer is currently a member of Class II of the Fund's Board
of Trustees. However, pursuant to the retirement policy adopted by the Board,
Mr. Wedemeyer will retire as a Trustee on May 25, 2006 and is not being
considered for election as a Trustee of the Fund.

The following table sets forth information concerning Mr. Wedemeyer. The
address for Mr. Wedemeyer is 7337 E. Doubletree Ranch Road, Scottsdale, Arizona
85258-2034.

NUMBER OF
TERM OF FUNDS IN
OFFICE AND PRINCIPAL FUND OTHER
POSITION(S) LENGTH OF OCCUPATION(S) COMPLEX DIRECTORSHIPS/
NAME HELD WITH TIME DURING THE PAST OVERSEEN BY TRUSTEESHIPS
AND AGE FUND SERVED(1) 5 YEARS TRUSTEE(2) HELD BY TRUSTEE
---------- ----------- ---------- -------------------- ----------- ----------------

Independent Trustee

RICHARD A. Trustee July 2005 Retired. Formerly, 174 Touchstone
WEDEMEYER - Present Vice President- Consulting
Class II Finance and Group (June
Age: 70 Administration, The 1997-Present);
Channel Corporation, and Jim Henson
an importer of Legacy (April
specialty aluminum 1994 - Present).
alloys in semi-
fabricated form
(June 1996 - April
2002).

(1) The Board is divided into three classes, with the term of one class
expiring at each annual meeting of the Fund. At each annual meeting, one
class of Trustees is elected to a three-year term and serves 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 shall retire from service as a Trustee at the first regularly
scheduled meeting of the Board that is held after the Trustee reaches the
age of 70. A unanimous vote of the Board may extend the retirement date of
a Trustee for up to one year. An extension may be permitted if the
retirement would trigger a requirement to hold a meeting of shareholders of
the Fund under applicable law, whether for purposes of appointing a
successor to the Trustee or if otherwise necessary under applicable law, in
which case the extension would apply until such time as the shareholder
meeting can be held or is no longer needed.

Investment Funds, Inc.; ING Investors Trust; ING Mayflower Trust; ING
Mutual Funds; ING Prime Rate Trust; ING Partners, Inc.; ING Senior Income
Fund; ING Variable Insurance Trust; ING Variable Products Trust; ING VP
Natural Resources Trust; and USLICO Series Fund. The number of Funds in the
Fund Complex is as of February 28, 2006.

FURTHER INFORMATION ABOUT THE TRUSTEES AND OFFICERS

HOW LONG WILL THE TRUSTEES SERVE ON THE BOARD?

The Board is divided into three classes, with the term of one class
expiring at each annual meeting of Common Shareholders. At each annual meeting
of the Fund, one class of Trustees is elected to a three-year term and generally
holds office until their successors are elected and qualified. A Trustee may, at
any time, resign or be removed from office only for cause, by action taken by a
majority of the remaining Trustees followed by the vote of the holders of at
least 75% of the shares then entitled to vote in an election of such Trustee. In
addition, pursuant to a retirement policy adopted by the Board, each duly
elected or appointed Trustee who is not an "interested person" of the Fund, as
defined in the Investment Company Act of 1940 ("1940 Act") ("Independent
Trustees"), shall retire from service as a Trustee at the first regularly
scheduled meeting of the Board that is held after the Trustee reaches the age of
70. A unanimous vote of the Board may extend the retirement date of a Trustee
for up to one year. A further extension may be permitted if the retirement would
trigger a requirement to hold a meeting of shareholders of the Fund under
applicable law, whether for purposes of appointing a successor to the Trustee or
if otherwise necessary under applicable law, in which case the extension would
apply until such time as the shareholder meeting can be held or is no longer
needed.

DO THE TRUSTEES OWN SHARES OF THE FUND OR CERTAIN AFFILIATED ENTITIES?

To the best of the Fund's knowledge, as of March 30, 2006 no Trustee owned
1% or more of the outstanding shares of any class of shares of the Fund, and the
Trustees and Executive Officers of the Fund owned, as a group, less than 1% of
the shares of each class of the Fund.

The following table sets forth information regarding the dollar range of
equity securities of the Fund and other investment companies within the ING
family of investment companies beneficially owned by each Trustee as of December
31, 2005.

AGGREGATE DOLLAR RANGE OF
EQUITY SECURITIES IN ALL
REGISTERED INVESTMENT COMPANIES
DOLLAR RANGE OF EQUITY OVERSEEN BY TRUSTEE IN FAMILY
NAME OF TRUSTEE SECURITIES IN THE FUND OF INVESTMENT COMPANIES
--------------- ---------------------- -------------------------------

INDEPENDENT TRUSTEES

John V. Boyer $0 $0
Patricia W. Chadwick $0 $0
J. Michael Earley $0 $50,001 - $100,000
R. Barbara Gitenstein $0 $50,001 - $100,000
Patrick W. Kenny $0 $10,001 - $50,000(1)
Walter H. May $0 Over $100,000
Jock Patton $0 Over $100,000
Sheryl K. Pressler $0 $0
David W. C. Putnam $0 Over $100,000
Roger B. Vincent $0 Over $100,000
$10,001 - $50,000(1)
Richard A. Wedemeyer(2) $0 $50,001 - $100,000

TRUSTEES WHO ARE "INTERESTED PERSONS"

Shaun P. Mathews $0 $10,001 - $50,000 and
Over $100,000(3)
John G. Turner $0 Over $100,000

(1) Held in a deferred compensation account.

(2) Pursuant to the retirement policy adopted by the Board, Mr. Wedemeyer will
retire as a Trustee on May 25, 2006 and is not being considered for
election as a Trustee of the Fund.

(3) Held in a deferred compensation account and/or a 401(k) account.

As of December 31, 2005, none of the Independent Trustees or their
immediate family members owned any shares of the Fund's investment adviser or
principal underwriter or of any entity controlling, controlled by or under
common control with the investment adviser or principal underwriter of the Fund
(not including registered investment companies).

WHAT ARE THE COMMITTEES OF THE BOARD?

The Fund commenced operations on October 31, 2005 and therefore has not
completed a full fiscal year. The information provided below is responsive as of
the date of the Fund's inception through its initial fiscal year ended February
28, 2006.

Although listed as a member of certain Committees, Mr. Wedemeyer will
retire as a Trustee on May 25, 2006 pursuant to the retirement policy adopted by
the Board, and is not being considered for election as a Trustee of the Fund.
Following Mr. Wedemeyer's retirement, the affected Committees will continue to
operate with the members discussed below. No changes to the composition of any
Committee are contemplated at this time.

AUDIT COMMITTEE. The Audit Committee operates pursuant to a charter
approved by the Board, a copy of which is attached as Appendix 1. The Charter
sets forth the responsibilities of the Audit Committee. The functions of the
Audit Committee include, among others, to meet with the independent registered
public accounting firm of the Fund to review the scope of the Fund's audit, the
Fund's financial statements and interim accounting controls, and to meet with
management concerning these matters, among other things. The Audit Committee
currently consists of five (5) Trustees: Messrs. Earley, Kenny, Putnam, and
Vincent and Ms. Pressler, all of whom are considered independent under the rules
promulgated by the New York Stock Exchange and, in addition, are not "interested
persons" of the Fund as defined in Section 2(a)(19) of the 1940 Act. Mr. Earley
serves as Chairperson of the Audit Committee and Mr. Kenny has been designated
as the Audit Committee's financial expert under the Sarbanes-Oxley Act. During
the fiscal year ended February 28, 2006, the Audit Committee held one (1)
meeting.

AUDIT COMMITTEE REPORT: As part of its oversight of the Fund's financial
statements, the Audit Committee reviewed and discussed with the Adviser and KPMG
LLP ("KPMG"), the Fund's independent auditor, the Fund's financial statements
for the fiscal year ended February 28, 2006. The Audit Committee also discussed
with KPMG the matters required to be discussed by Statement on Auditing
Standards No. 61, Communication with Audit Committees, as amended, by the
Auditing Standards Board of the American Institute of Certified Public
Accountants. The Audit Committee received and reviewed the written disclosures
from KPMG required by Independence Standard No. 1, Independence Discussions with
Audit Committees, as amended, by the Independence Standards Board, and have
discussed KPMG's independence with KPMG. The Audit Committee has reviewed the
audit fees of KPMG and has also reviewed non-audit services and fees to assure
compliance with the Fund's and the Audit Committee's policies restricting KPMG
from performing services that might impair their independence.

Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board that the financial statements as of and for the fiscal
year ended February 28, 2006, be included in the Fund's Annual Report to

shareholders. The Audit Committee also recommended the selection of KPMG to
serve as independent auditor for the fiscal year ending February 28, 2007.

VALUATION, PROXY AND BROKERAGE COMMITTEE. The Board has a Valuation, Proxy
and Brokerage Committee whose functions include, among others, reviewing the
determination of the value of securities held by the Fund for which market value
quotations are not readily available, overseeing management's administration of
proxy voting and overseeing the effectiveness of the Adviser's compliance with
changing regulations regarding the allocation of brokerage for services other
than pure trade executions. The Valuation, Proxy and Brokerage Committee
operates pursuant to a Charter approved by the Board. The Valuation, Proxy and
Brokerage Committee currently consists of six (6) Independent Trustees: Messrs.
Boyer, May, Patton, and Wedemeyer, Ms. Chadwick and Dr. Gitenstein. Mr. May
serves as Chairperson of the Valuation, Proxy and Brokerage Committee. During
the fiscal year ended February 28, 2006, the Valuation, Proxy and Brokerage
Committee held one (1) meeting.

EXECUTIVE COMMITTEE. The Board has an Executive Committee whose function is
to act on behalf of the full Board between Board meetings when necessary. The
Executive Committee currently consists of two (2) Independent Trustees and one
(1) Trustee who is an "interested person" of the Fund, as defined in the 1940
Act: Messrs. Patton, Turner and Vincent. Mr. Patton serves as Chairperson of the
Executive Committee. During the fiscal year ended February 28, 2006, the
Executive Committee held no meetings.

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 Board members and recommending changes to size or
composition of the Board, as necessary; (3) monitoring regulatory developments
and recommending modifications to the Nominating and Governance Committee's
responsibilities; (4) considering and recommending the creation of additional
committees or changes to Trustee policies and procedures based on rule changes
and "best practices" in corporate governance; (5) reviewing compensation of
Independent Board members and making recommendations for any changes; and (6)
overseeing the Board's annual self evaluation process.

In evaluating candidates, the Nominating and Governance Committee may
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 is willing to consider
nominations received from shareholders and shall assess shareholder nominees in
the same manner as it reviews its own nominees. A shareholder nominee for
Trustee should be submitted in writing to the Fund's Secretary. Any such
shareholder nomination should include at a minimum the following information as
to each individual proposed for nomination as

Trustee: such individual's written consent to be named in the 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. For
further details regarding the Nominating and Governance Committee's criteria for
evaluating nominees please refer to the Nominating and Governance Committee's
Charter which is attached as Appendix 2.

The Secretary shall submit all nominations received in a timely manner to
the Nominating and Governance Committee. To be timely, in connection with a
shareholder meeting to elect Trustees, any such submission must be delivered to
the Fund's 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 Fund with the SEC.

During the fiscal year ended February 28, 2006, the Nominating and
Governance Committee, pursuant to its Charter, engaged the services of Higdon
Partners, a professional recruiting firm, to assist the Nominating and
Governance Committee in identifying and evaluating two potential candidates to
serve on the Board.

The Nominating and Governance Committee currently consists of five (5)
Trustees: Dr. Gitenstein and Messrs. Kenny, May, Patton and Vincent, all of whom
are considered independent under the rules promulgated by the New York Stock
Exchange and, in addition, are not "interested persons" of the Fund as defined
in Section 2(a)(19) of the 1940 Act. Dr. Gitenstein serves as Chairperson of the
Nominating and Governance Committee which operates pursuant to a Charter
approved by the Board, a copy of which is attached as Appendix 2. The Charter is
not available on the Fund's website. The Nominating and Governance Committee
held three (3) meetings during the fiscal year ended February 28, 2006.

INVESTMENT REVIEW COMMITTEE. The Board has established an Investment Review
Committee whose function is to monitor the investment performance of the Fund
and to make recommendations to the Board with respect to the Fund. The
Investment Review Committee for the international, balanced and fixed-income
funds currently consists of six (6) Independent Trustees: Messrs. Boyer, May,
Patton, and Wedemeyer, Ms. Pressler and Dr. Gitenstein. Mr. Boyer serves as
Chairperson of the Committee. The International/Balanced/Fixed-Income Investment
Review Committee operates pursuant to a Charter approved by the Board. During
the fiscal year ended February 28, 2006, the International/Balanced/Fixed-Income
Investment Review Committee held two (2) meetings.

COMPLIANCE COMMITTEE. The Board has established a Compliance Committee for
the purpose of coordinating activities between the Board and the Chief
Compliance Officer ("CCO") of the Fund. The Compliance Committee facilitates

information flow among Board members and the CCO between Board meetings; works
with the CCO and management to identify the types of reports to be submitted by
the CCO to the Compliance Committee and the Board; coordinates CCO oversight
activities with other ING Fund boards; and makes recommendations regarding the
role, performance and oversight of the CCO. The Compliance Committee operates
pursuant to a Charter approved by the Board. The Compliance Committee currently
consists of five (5) Independent Trustees: Messrs. Boyer, Earley, Kenny, Patton
and Putnam. Mr. Kenny serves as Chairperson of the Compliance Committee. During
the fiscal year ended February 28, 2006, the Compliance Committee held two (2)
meetings.

CONTRACTS COMMITTEE. The Board has 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 ING Funds, including the Fund. 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 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 review 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; and (6) recommending to the Trustees specific steps to be taken by
them regarding the renewal process, including, for example, proposed schedules
of meetings by the Trustees. The Contracts Committee is not responsible for
making substantive recommendations whether to approve, renew, reject or modify
agreements or plans. The Contracts Committee operates pursuant to a Charter
approved by the Board. The Contracts Committee currently consists of seven (7)
Independent Trustees: Messrs. Boyer, Kenny, May, Patton and Vincent, and Mses.
Chadwick and Pressler. Mr. Vincent serves as Chairperson of the Contracts
Committee. The Contracts Committee held three (3) meetings during the fiscal
year ended February 28, 2006.

HOW OFTEN DOES THE BOARD MEET?

The Board currently conducts regular meetings eight (8) times a year. The
Audit and the Valuation, Proxy and Brokerage Committees meet regularly four (4)
times per year, the Investment Review Committee meets regularly six (6) times a
year, the Contracts Committee meets regularly seven (7) times a year and the
remaining Committees meet as needed. In addition, the Board or the Committees
may hold special meetings by telephone or in person to discuss specific matters
that may require action prior to the next regular meeting. During the fiscal
year ended February 28, 2006, the Board held three (3) meetings, including
regularly scheduled and special meetings. No Trustee attended less than 75% of
the Fund's Board meetings or meetings of Committees on which a Trustee served.

WHAT ARE THE TRUSTEES PAID FOR THEIR SERVICES?

Each Trustee is reimbursed for expenses incurred in connection with each
meeting of the Board or any Committee attended. Each Independent Trustee is
compensated for his or her services according to a fee schedule adopted by the
Board, and receives a fee that consists of an annual retainer and a meeting fee
component.

The Fund currently pays each Independent Trustee a pro rata share, as
described below, of: (i) an annual retainer of $45,000 (Mr. Patton, as
Chairperson, receives an additional annual retainer of $30,000); (ii) an
additional annual retainer of $20,000 each to the Audit Committee and the
Investment Review Committee Chairpersons; (iii) an additional retainer of
$15,000 to the Contracts Committee Chairperson; (iv) an additional retainer of
$10,000 each to the Valuation, Proxy and Brokerage Committee and Compliance
Committee Chairpersons; (v) an additional retainer of $10,000 to the Nominating
and Governance Committee Chairperson (the Chairperson of the Nominating and
Governance Committee is paid on a quarterly basis and only if the Committee has
been active. The compensation per quarter to the Chairperson is $2,500, which if
the Committee has been active for all four quarters will result in the
Chairperson receiving the full annual retainer of $10,000.); (vi) $7,000 for
each in person meeting of the Board; (vii) $3,000 for attendance at any
Committee meeting; (viii) $1,000 for meeting attendance as a chairperson; (ix)
$2,000 per telephonic meeting; and (x) out-of-pocket expenses. The pro rata
share paid by the Fund is based on the Fund's average net assets as a percentage
of the average net assets of all the Funds managed by the Adviser and its
affiliates for which the Trustees serve in common as Directors/Trustees.

The Trustees who are "interested persons" of the Fund receive no
compensation from the Fund.

The following table has been provided to the Fund by the Adviser and its
affiliates and sets forth information regarding the compensation paid to the
Trustees for the Fund's initial fiscal year ended February 28, 2006 for service
on the Boards of the ING Funds complex.

PENSION OR
RETIREMENT TOTAL COMPENSATION
AGGREGATE BENEFITS ESTIMATED ANNUAL FROM FUND AND FUND
NAME OF COMPENSATION FROM ACCRUED AS PART BENEFITS UPON COMPLEX PAID TO
TRUSTEE FUND(1) OF FUND EXPENSES RETIREMENT(2) TRUSTEES(3)
------- ----------------- ---------------- ---------------- ------------------

John V. Boyer $267 N/A N/A $206,000
Patricia W. Chadwick(4) $234 N/A N/A $ 7,000
J. Michael Earley $216 N/A N/A $183,000

R. Barbara Gitenstein $300 N/A N/A $170,000
Patrick W. Kenny $249 N/A N/A $158,000(5)
Shaun P. Mathews(6) $ 0 N/A N/A $ 0
Walter H. May $201 N/A N/A $187,000
Thomas J. McInerney(6)(7) $ 0 N/A N/A $ 0
Jock Patton $267 N/A N/A $254,000
Sheryl K. Pressler(4) $336 N/A N/A $ 10,000
David W.C. Putnam $168 N/A N/A $127,000
John G. Turner(6) $ 0 N/A N/A $ 0
Roger B. Vincent $231 N/A N/A $224,000(5)
Richard A. Wedemeyer(8) $300 N/A $262,000 $205,000

(1) The Aggregate Compensation from the Fund for each Trustee has been
annualized to reflect revised compensation payable for a full fiscal year.

(2) The ING Funds have adopted a retirement policy under which a Trustee who
has served as an Independent Trustee for five years or more will be paid
by the ING Funds at the time of his or her retirement an amount equal to
twice the compensation normally paid to the Independent Trustee for one
year of service. A Trustee may elect to receive payment of his or her
retirement benefit in a lump sum or in three substantially equal payments.
If no such election is made, the retirement benefit will be paid in one
lump sum. The amount reflected is compensation from all Funds in the Fund
Complex.

(3) Trustee compensation includes compensation paid by Funds that are not
discussed in this Proxy. As of February 28, 2006, the Fund Complex
consisted of 174 registered investment companies or series thereof.

(4) Commenced services as a Trustee on January 18, 2006.

(5) During fiscal year ended February 28, 2006, Messrs. Kenny and Vincent
deferred $15,468 and $19,510, respectively, of their compensation payable
by the Fund Complex.

(6) An "interested person" of the Fund, as defined in the 1940 Act, of the
Fund, because of his affiliation with ING Groep N.V., the parent
corporation of the Investment Adviser, ING Investments, LLC and the
Distributor, ING Funds Distributor, LLC.

(7) Resigned as a Trustee on April 28, 2006.

(8) Pursuant to the retirement policy adopted by the Board, Mr. Wedemeyer will
retire as a Trustee on May 25, 2006 and is not being considered for
election as a Trustee of the Fund.

ARE THE TRUSTEES REQUIRED TO ATTEND THE ANNUAL MEETING?

The Fund has no formal policy regarding Trustee attendance at meetings of
the Fund's shareholders.

WHO ARE THE OFFICERS OF THE FUND?

The Fund's officers are elected annually by the Board and hold office until
they resign, are removed or are otherwise disqualified to serve. The chart below
lists the officers of the Fund. The address for the officers of the Fund is 7337
E. Doubletree Ranch Road, Scottsdale, Arizona 85258-2034.

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

JAMES M. HENNESSY President and July 2005 - Present President and Chief Executive
Chief Officer, ING Investments,
Age: 57 Executive LLC(2) (December 2000 -
Officer Present). Formerly, also
served as Chief Operating
Officer, ING Investments,
LLC(2) (December 2000 -
March 2006).

JOSEPH M. O'DONNELL Executive Vice March 2006 - Present Chief Compliance Officer
President ("CCO") of the ING Funds
Age: 51 (November 2004 - Present) and
Chief July 2005 - Present CCO of ING Investments,
Compliance LLC(2), ING Life Insurance and
Officer Annuity Company and Directed
Services, Inc. (March 2006 -
Present). Formerly, Vice
President, Chief Legal
Counsel, Chief Compliance
Officer and Secretary of Atlas
Securities, Inc., Atlas
Advisers, Inc. and Atlas Funds
(October 2001 - October 2004);
and Chief Operating Officer
and General Counsel of
Matthews International Capital
Management LLC and Vice
President and Secretary of
Matthews International Funds
(August 1999 - May 2001).

ROBERT S. NAKA Executive Vice March 2006 - Present Executive Vice President and
President and Chief Operating Officer, ING
Age: 42 Chief Funds Services, LLC(3) and ING
Operating Investments, LLC(2) (March
Officer 2006 - Present); and Assistant
Secretary, ING Funds Services,
Assistant July 2005 - Present LLC(3) (October 2001 -
Secretary Present). Formerly, Senior
Vice President (August 1999 -
March 2006).

MICHAEL J. ROLAND Executive Vice July 2005 - Present Executive Vice President, ING
President Investments, LLC(2) (December
Age: 47 2001 - Present). Formerly,
Chief Compliance Officer, ING
Investments, LLC(2), ING Life
Insurance and Annuity Company
and Directed Services, Inc.
(October 2004 - December
2005); Chief Financial
Officer and Treasurer, ING
Investments, LLC(2) (December
2001 - March 2005); and Senior
Vice President, ING
Investments, LLC(2) (June 1998
- December 2001).

STANLEY D. VYNER Executive Vice July 2005 - Present Executive Vice President, ING
President Investments, LLC(2) (July 2000
Age: 55 - Present); and Chief
Investment Risk Officer
(January 2003 - Present).
Formerly, Chief Investment
Officer of the International
Portfolios, ING Investments,
LLC(2) (August 2000 - January
2003).

TODD MODIC Senior Vice July 2005 - Present Senior Vice President, ING
President, Funds Services, LLC(3) (April
Age: 38 Chief/Principal 2005 - Present). Formerly,
Financial Vice President, ING Fund
Officer and Services, LLC(3) (September
Assistant 2002 - March 2005); and
Secretary Director of Financial
Reporting, ING Investments,
LLC(2) (March 2001 -
September 2002).

KIMBERLY A. Senior Vice July 2005 - Present Senior Vice President and
ANDERSON President Assistant Secretary, ING
Investments, LLC(2) (October
Age: 41 2003 - Present). Formerly,
Vice President, ING
Investments, LLC(2)
(January 2001 - October 2003).

ROBYN L. ICHILOV Vice President July 2005 - Present Vice President and Treasurer,
and Treasurer ING Funds Services, LLC(3)
Age: 38 (October 2001 - Present) and
ING Investments, LLC(2)
(August 1997 - Present).

LAUREN D. BENSINGER Vice President July 2005 - Present Vice President and Chief
Compliance Officer, ING Funds
Age: 52 Distributor, LLC(4) (July 1995
- Present); and Vice President
(February 1996 - Present) and
Director of Compliance
(October 2004 - Present), ING
Investments, LLC(2).
Formerly, Chief Compliance
Officer, ING Investments,
LLC(2) (October 2001 -
October 2004).

MARIA M. ANDERSON Vice President July 2005 - Present Vice President, ING Funds
Services, LLC(3) (September
Age: 47 2004 - Present). Formerly,
Assistant Vice President, ING
Funds Services, LLC(3)
(October 2001 - September
2004); and Manager of Fund
Accounting and Fund
Compliance, ING Investments,
LLC(2) (September 1999 -
October 2001).

MARY A. GASTON Vice President July 2005 - Present Vice President, ING Fund
Services, LLC(3) (April 2005 -
Age: 40 Present). Formerly, Assistant
Vice President, Financial
Reporting, ING Funds Services,
LLC(3) (April 2004 - April
2005); Manager, Financial
Reporting, ING Funds Services,
LLC(3) (August 2002 - April
2004); and Controller Z Seven
Fund, Inc. and Ziskin Asset
Management, Inc. (January 2000
- March 2002).

KIMBERLY K. PALMER Vice President March 2006 - Present Vice President, ING Funds
Services, LLC(3) (March 2006 -
Age: 49 Present). Formerly, Assistant
Vice President, ING Funds
Services, LLC(3) (August 2004
- March 2006); Manager,
Registration Statements, ING
Funds Services, LLC(3) (May
2003 - August 2004); Associate
Partner, AMVESCAP PLC (October
2000 - May 2003); and Director
of Federal Filings and Blue
Sky Filings, INVESCO Funds
Group, Inc. (March 1994 -
May 2003).

SUSAN P. KINENS Assistant Vice July 2005 - Present Assistant Vice President, ING
President Funds Services, LLC(3)
Age: 29 (December 2002 - Present); and
has held various other
positions with ING Funds
Services, LLC(3) for more than
the last five years.

HUEY P. FALGOUT, Secretary July 2005 - Present Chief Counsel, ING Americas,
JR. U.S. Legal Services (September
2003 - Present). Formerly,
Age: 42 Counsel, ING Americas, U.S.
Legal Services (November 2002
- November 2003); and
Associate General Counsel, AIG
American General (January 1999
- November 2002).

THERESA K. KELETY Assistant July 2005 - Present Counsel, ING Americas, U.S.
Secretary Legal Services (April 2003 -
Age: 43 Present). Formerly, Senior
Associate with Shearman &
Sterling (February 2000 -
April 2003).

ROBIN R. NESBITT Assistant July 2005 - Present Counsel, ING Americas, U.S.
Secretary Legal Services (April 2006 -
Age: 32 Present). Formerly,
Supervisor, Board Operations,
ING Funds Services, LLC(3)
(August 2003 - April 2006);
Senior Legal Analyst, ING
Funds Services, LLC(3) (August
2002 - August 2003); and
Associate,
PricewaterhouseCoopers
(January 2001 - August 2001).

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

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

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

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

WHAT ARE OFFICERS PAID FOR THEIR SERVICES?

The Fund does not pay its officers for the services they provide to the
Fund. Instead, the officers, who are also officers or employees of the Adviser
or its affiliates, are compensated by the Adviser or its affiliates.

WHO ARE THE FUND'S ADVISER, DISTRIBUTOR AND ADMINISTRATOR?

ING Investments, LLC serves as the investment adviser to the Fund, ING
Funds Distributor, LLC serves as the Fund's distributor and ING Funds Services,
LLC serves as the Fund's administrator. The principal office of the investment
adviser, the distributor and the administrator is 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034. ING Investment Management Co. serves as
sub-adviser to the Fund. The principal office of the sub-adviser is 10 State
House Square, Hartford, Connecticut 06103. The investment adviser, the
sub-adviser, the distributor and the administrator are all indirect,
wholly-owned subsidiaries of ING Groep N.V. and are affiliated with one another.

WHO ARE THE FUND'S INDEPENDENT PUBLIC ACCOUNTANTS?

The accounting firm of KPMG currently serves as the independent auditor for
the Fund. The Board has selected KPMG as the independent auditor to examine and
report on the financial statements of the Fund for the fiscal year ending
February 28, 2007.

The following table shows fees paid to KPMG for professional audit services
during the Fund's most recent fiscal period from October 31, 2005, when the Fund
commenced operations, to its initial fiscal year ended February 28, 2006, as
well as fees billed for other services rendered by KPMG to the Fund.

2006
-------

Audit Fees(1) $38,000
Audit-Related Fees(2) $ 0
Tax Fees(3) $ 0
All Other Fees(4) $ 0

(1) Audit fees consist of fees billed for professional services rendered for
the audit of the Fund's year-end financial statements and services that are
normally provided by KPMG in connection with statutory and regulatory
filings.

(2) Audit-related fees consist principally of fees billed for assurance and
related services that are reasonably related to the performance of the
audit or review of the Fund's consolidated financial statements and are not
reported under "Audit Fees." These services include attest services that
are not required by statute or regulation and consultations concerning
financial accounting and reporting standards.

(3) Tax fees consist of fees billed for professional services for tax
compliance. These services include assistance regarding federal, state, and
local tax compliance.

(4) All other fees would include fees for products and services other than the
services reported above, including those related to the review and issuance
of consents on various SEC filings.

The aggregate non-audit fees billed by KPMG for services rendered to the
Fund, the Adviser, and any entity controlling, controlled by, or under common
control with the Adviser that provides ongoing services to the Fund from October
31, 2005, when the Fund commenced operations, to its initial fiscal year ended
February 28, 2006, was $103,850.

All of the services described in the table above were approved by the Audit
Committee pursuant to approval policies and procedures adopted by the Committee.
Pursuant to such policies and procedures, the Audit Committee pre-approves: (i)
all audit and non-audit services to be rendered to the Fund by KPMG; and (ii)
all non-audit services impacting the operations and financial reporting of the
Fund provided by KPMG to the Adviser or any affiliate thereof that provides
ongoing services to the Fund (collectively, "Covered Services"). The Audit
Committee has adopted approval procedures authorizing one or more members of the
Audit Committee to approve from time to time, on behalf of the Audit Committee,
all Covered Services to be provided by KPMG which are not otherwise pre-approved
at a meeting of the Audit Committee, provided that such delegate reports to the
full Audit Committee at its next regularly scheduled meeting. The pre-approval
procedures do not include delegation of the Audit Committee's responsibilities
to management. Pre-approval has not been waived with respect to any of the
services described above since the date on which the Audit Committee adopted its
current pre-approval procedures.

The Audit Committee of the Board will periodically consider whether KPMG's
receipt of non-audit fees from the Fund, the Adviser and all entities
controlling, controlled by, or under common control with the Adviser that
provide services to the Fund is compatible with maintaining the independence of
KPMG.

KPMG has advised the Fund that neither KPMG nor any of its partners has any
direct or material indirect financial interest in the Fund. Representatives of
KPMG are not expected to be at the Annual Meeting but have been given the
opportunity to make a statement if they wish, and will be available
telephonically should any matter arise requiring their participation.

GENERAL INFORMATION

WHAT HAPPENS TO MY PROXY ONCE I VOTE IT?

The Board has named Todd Modic and Huey P. Falgout, Jr. as proxies of the
Fund. If you follow the instructions when you vote, your proxies will vote your
shares as you have directed. If you submit your Proxy Ballot but do not vote on
the Proposal, your proxies will vote on the Proposal as recommended by the
Board.

WHAT IF A PROPOSAL THAT IS NOT IN THE PROXY STATEMENT COMES UP AT THE ANNUAL
MEETING?

If any other matter is properly presented, your proxies will vote in
accordance with their best judgment. At the time this Proxy Statement was
printed, the Board knew of no matter that needed to be acted on at the Annual
Meeting other than those discussed in this Proxy Statement.

I WANT TO ATTEND THE ANNUAL MEETING AND VOTE IN PERSON. HOW DO I DO THIS?

The Annual Meeting will be held at 7337 E. Doubletree Ranch Road,
Scottsdale, Arizona 85258-2034. If you attend the Annual Meeting and wish to
vote in person, you will be given a ballot at the meeting. However, if your
shares are held in the name of your broker, bank or other nominee, you must
bring a letter from the nominee indicating that you are the beneficial owner of
the shares on the Record Date and authorizing you to vote. If you expect to
attend the Annual Meeting in person, please notify the Fund by calling
1-800-992-0180.

WHAT ARE MY VOTING RIGHTS AND THE QUORUM REQUIREMENTS?

Each share of the Common Shares of the Fund is entitled to one vote.
Shareholders of the Fund at the close of business on the Record Date will be
entitled to be present and to give voting instructions for the Fund at the
Annual Meeting and any adjournments thereof with respect to their shares owned
as of the Record Date. A majority of the outstanding shares of the Fund on the
Record Date entitled to vote for the Proposal, present in person or represented
by proxy, must be present to constitute a quorum.

If a quorum is not present at the Annual Meeting, or if a quorum is present
but sufficient votes to approve the Proposal are not received, the persons named
as proxies may propose one or more adjournments of the Annual Meeting to permit
further solicitation of proxies. A shareholder vote may be taken on the Proposal
in this Proxy Statement prior to any adjournment if sufficient votes have been
received with respect to the Proposal. Any adjournment will require the
affirmative vote of a majority of those shares represented at the Annual Meeting
in person or by proxy. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal that has not been adopted, will vote against any adjournments those
proxies required to be voted against the Proposal

that has not been adopted, and will not vote any proxies that direct them to
abstain from voting on such Proposal.

The Fund expects that, before the Annual Meeting, broker-dealer firms
holding shares of the Fund in "street name" for their customers will request
voting instructions from their customers and beneficial owners. If these
instructions are not received by the date specified in the broker-dealer firms'
proxy solicitation materials, the Fund understands that the broker-dealers that
are members of the New York Stock Exchange may vote on the items to be
considered at the Annual Meeting on behalf of their customers and beneficial
owners under the rules of the New York Stock Exchange.

If a shareholder abstains from voting as to the Proposal, or if a broker
returns a "non-vote" proxy, indicating a lack of authority to vote on a matter,
then the shares represented by such abstention or non-vote will be considered to
be present at the Annual Meeting for purposes of determining the existence of a
quorum. A plurality of the votes duly cast is required for the election of a
Trustee (i.e., the nominee receiving the greatest number of votes will be
elected). Abstentions and broker non-votes therefore will not have an effect on
the election of a Trustee.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section 16(a) of the Securities Exchange Act of 1934 (the "1934 Act"), as
amended, and Section 30(h) of the 1940 Act, as applied to the Fund, require the
Fund's officers, Trustees, Adviser, affiliates of the investment adviser, and
persons who beneficially own more than 10% of a registered class of the Fund's
outstanding securities ("Reporting Persons"), to file reports of ownership of
the Fund's securities and changes in such ownership with the SEC and the New
York Stock Exchange. Such persons are required by the U.S. Securities and
Exchange Commission (the "SEC") regulations to furnish the Fund with copies of
all such filings.

Based solely on its review of the copies of such forms received by it and
written representations from certain Reporting Persons, the Fund believes that
during the fiscal year ended February 28, 2006, its Reporting Persons complied
with all applicable filing requirements. As a result of an internal review of
the procedures surrounding compliance with Section 16(a) of the 1934 Act and
Section 30(h) of the 1940 Act, certain employees of affiliated entities have
been added as Reporting Persons required to file Forms 3, 4 and 5 with respect
to the Fund. For this reason, the Fund has been advised that the following
persons have filed, or will be filing, Form 3 for the first time subsequent to
the required date, and Form 4, as applicable: Lydia Homer, Robert Crispin, J.
Scott Fox, Fredric Nelson, Mark Weber, Mary Ann Fernandez, Paul Zemsky, Ernie
Tang, Carl Ghielen, Martin Jansen, Bas Peeters, and Frank van Etten.

SHAREHOLDER COMMUNICATIONS WITH THE BOARD OF TRUSTEES.

Shareholders may send other communications to the Board of Trustees, a
Committee thereof, or an individual Trustee. Such communications should be sent
to the Fund's Secretary at the address on the front of this Proxy Statement.

WHAT IS THE DEADLINE FOR SUBMITTING A SHAREHOLDER PROPOSAL FOR THE FUND'S 2007
ANNUAL MEETING?

It is anticipated that the next annual meeting of the Fund will be held in
June 2007 but the exact date, time and location of such meeting have yet to be
determined. Any proposals of shareholders that are intended to be presented at
the Fund's next annual meeting must be in writing and received at the Fund's
principal executive offices no later than January 16, 2007, in order for the
proposal to be considered for inclusion in the Fund's proxy statement for that
meeting. The submission of a proposal does not guarantee its inclusion in the
Fund's proxy statement or presentation at the meeting.

In addition, pursuant to relevant SEC proxy rules, a company may use
discretionary voting authority to vote on matters coming before an annual
meeting of shareholders if the company does not have notice of the matter at
least 45 days before the date corresponding to the date on which the company
first mailed its proxy materials for the prior year's annual meeting of
stockholders or the date specified by an overriding advance notice provision in
the company's bylaws. As the Fund's bylaws do not contain such an advance notice
provision, for the Fund's 2007 Annual Meeting of shareholders, shareholders must
submit to the Fund written notice of a shareholder proposal on or before March
30, 2007.

PLEASE VOTE BY RETURNING YOUR PROXY BALLOT IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.

/s/ Huey P. Falgout, Jr.
----------------------------------------
Huey P. Falgout, Jr.
Secretary

May 16, 2006

APPENDIX 1

CHARTER
OF THE
ING FUNDS
AUDIT COMMITTEE

A. ESTABLISHMENT OF THE COMMITTEE

The Audit Committees (collectively, the "Committee") of each of the Boards
of Directors/Trustees(1) (collectively, the "Board") of the ING Funds (each a
"Fund," collectively, the "Funds"(2)) set out on Exhibit A hereto, as such
exhibit may be amended from time to time, shall be governed in accordance with
this ING Funds Audit Committee Charter (this "Charter").

B. PURPOSE

The purpose of the Committee is to (1) oversee each Fund's accounting and
financial reporting processes and its internal controls; (2) oversee the quality
and objectivity of the Fund's financial statements and the independent audit of
those financial statements; and (3) act as a liaison between the Fund's
independent auditors and the full Board.

The function of the Committee is oversight. Management of the Funds is
responsible for the preparation, presentation and integrity of the Funds'
financial statements. Management also is responsible for maintaining appropriate
accounting and financial reporting principles and policies and internal controls
and procedures designed to assure compliance with accounting standards and
applicable laws and regulations. The independent auditors are responsible for
planning and carrying out proper audits and reviews of the Funds' financial
statements.

In fulfilling their responsibilities under this Charter, it is recognized
that members of the Committee are not employees of the Funds and are not, and do
not represent themselves to be, accountants or auditors by profession or experts
in the fields of accounting or auditing including in respect of auditor
independence. As such, it is not the duty or responsibility of the Committee or
its members to conduct "field work" or other types of auditing or accounting
reviews or procedures or to set

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(1) These include: the Boards of Directors or Trustees of each of the Funds
listed under Paragraph I on Exhibit A (the "Unified Board"); and the Boards
of Directors or Trustees of each of the Funds set listed under Paragraph II
on Exhibit A (the "ING Funds (former Aetna) Board").

(2) Reference in this Charter to one or more Funds shall, as applicable, mean
those Funds that are under the jurisdiction of the particular Committee at
issue. No provision in this Charter is intended to impose any duty upon a
particular Fund's Committee with respect to any other Funds.

1-1

auditor independence standards, and the Committee and its members are not
providing any expert or special assurance as to the Funds' financial statements
or any professional certification as to the independent auditors' work. Absent
actual knowledge to the contrary, each member of the Committee will be entitled
to rely upon (1) the integrity of those persons and organizations within and
outside the Funds from whom the Committee receives information; (2) the accuracy
of the financial and other information provided to the Committee by such persons
or organizations; and (3) representations made by management as to any
information technology, internal audit and other non-audit services provided by
the auditors to the Funds.

The Committee will have access, as deemed necessary or appropriate by the
Committee, to the applicable Funds' trustees or directors, their independent
auditors and Fund counsel and the executive and financial management of the
Funds. The Committee may also seek to meet with internal audit staff of the
Funds' investment adviser, administrator or accounting agent. The Committee may
meet with any such persons without the participation of any other
representatives of Fund management.

C. MEETINGS

The Committee will meet, in person or by telephone, at least twice each
fiscal year of a Fund, and the chair of the Committee or a majority of the
members may call telephonic or in-person special meetings of the Committee as
circumstances require. In order to foster open communication, the Committee may
meet privately in separate executive sessions with management and the
independent auditors and as a committee to discuss any matters that the
Committee, management or the independent auditors believe should be discussed
separately.

A majority of the Committee's members will constitute a quorum. At any
meeting of the Committee, the decision of a majority of the members present and
voting will determine any matter submitted to a vote. The Committee will keep
minutes of its meetings, which will be available to the Board for its review.

D. COMMITTEE MEMBERS; AUDIT COMMITTEE FINANCIAL EXPERT

1. Members. The members of the Committee are identified on Exhibit B to
this Charter, as such Exhibit may be amended from time to time to reflect
changes in Committee membership. The Board will review and consider Committee
membership annually. No "interested person" of the Funds as defined in Section
2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") may be a member
of the Committee. The Committee members may appoint a chairperson from its
members.

2. Audit Committee Financial Expert. Unless the Board determines that no
member of the Committee qualifies as an audit committee financial expert, the
Board will identify one (or in the Board's discretion, more than one) member of
the Committee as an audit committee financial expert in accordance with the
criteria set out below. The Committee is not required to have an audit committee
financial expert.

1-2

- To be identified as an audit committee financial expert, the Committee
member must have the following attributes: (a) an understanding of
generally accepted accounting principles ("GAAP") and financial statements;
(b) the ability to assess the general application of GAAP in connection
with the accounting for estimates, accruals and reserves; (c) experience
preparing, auditing, analyzing or evaluating financial statements that
present a breadth and level of complexity of accounting issues that are
generally comparable to the breadth and complexity of issues that can
reasonably be expected to be raised by the Funds' financial statements, or
experience actively supervising one or more persons engaged in such
activities; (d) an understanding of internal controls and procedures for
financial reporting; and (e) an understanding of audit committee functions.

- A Committee member may acquire the attributes required of an audit
committee financial expert through any combination of the following: (a)
education and experience as a public accountant or auditor, or a principal
financial officer, controller, principal accounting officer of a company,
or experience in one or more positions that involve the performance of
similar functions; (b) experience actively supervising a principal
financial officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions, (c) experience
overseeing or assessing the performance of companies or public accountants
in the preparation, audit or evaluation of financial statements; or (d)
other experience determined by the Board as relevant to the inquiry of
whether the Committee member qualifies as an audit committee financial
expert.

The attributes and experience required for identification as an audit committee
financial expert under this Charter will be identical to, and are qualified in
their entirety by, those set out in the rules of the Securities and Exchange
Commission ("SEC") in Form N-CSR. The identification of a Committee member as an
audit committee financial expert does not impose on the member any duties,
obligations, or liability that are greater than the duties, obligations, and
liability imposed on Committee members in general.

E. PRE-APPROVAL OF SERVICES

1. Pre-Approval of Audit Services. The Committee must approve prior to
retention all audit, review or attest engagements required under the securities
laws that are provided to a Fund by its independent auditors. The Committee will
not grant such approval to any auditors that are proposed to perform an audit
for a Fund if a chief executive officer, controller, chief financial officer,
chief accounting officer or any person serving in an equivalent position for the
Fund or any other entity within the ING investment company complex that is
responsible for the financial reporting or operations of the Fund was employed
by those auditors and participated in any

1-3

capacity in an audit of the Fund during the 1-year period (or such other period
acceptable under the SEC rules) preceding the date of initiation of such audit.

2. Pre-Approval of Non-Audit Services. The Committee must pre-approve any
non-audit services to be provided to a Fund by its independent auditors (except
those within applicable de minimis statutory or regulatory exceptions(3))
provided that a Fund's auditors will not provide the following non-audit
services to a Fund: (a) bookkeeping or other services related to the accounting
records or financial statements of the Fund; (b) financial information systems
design and implementation; (c) appraisal or valuation services, fairness
opinions, or contribution-in-kind reports; (d) actuarial services; (e) internal
audit outsourcing services; (f) management functions or human resources; (g)
broker-dealer, investment adviser, or investment banking services; (h) legal
services; (i) expert services unrelated to the audit; and (j) any other service
that the Public Company Accounting Oversight Board determines, by regulation, is
impermissible.(4) Pre-approval with respect to Non-Fund Entities. The Committee
must pre-approve any non-audit services that relate directly to the operations
and financial reporting of a Fund (except those within applicable de minimis
statutory or regulatory exceptions(5)) to be provided by the Fund's auditors to
(a) the Fund's investment adviser; and (b) any entity controlling, controlled
by, or under common control with the investment adviser if that entity provides
ongoing services to a Fund.(6) The Committee may approve audit and non-audit
services on a

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(3) No pre-approval is required as to non-audit services provided to a Fund if:
(a) the aggregate amount of all non-audit services provided to the Fund
constitute not more than 5% of the total amount of revenues paid by the
Fund to the independent auditors during the fiscal year in which the
services are provided; (B) THESE SERVICES WERE NOT RECOGNIZED BY THE FUND
AT THE TIME OF THE ENGAGEMENT TO BE NON-AUDIT SERVICES; and (c) the
services are promptly brought to the attention of the Committee and
approved by the Committee prior to the completion of the audit.

(4) With respect to the prohibitions on (a) bookkeeping; (b) financial
information systems design and implementation; (c) appraisal, valuation,
fairness opinions, or contribution-in-kind reports; (d) actuarial; and (e)
internal audit outsourcing, such services are permitted to be provided if
it is reasonable to conclude that the results of these services will not be
subject to audit procedures during an audit of the audit client's financial
statements.

(5) For non-audit services provided to the adviser and entities in a control
relationship with the adviser, no pre-approval is required if: (a) the
aggregate amount of all non-audit services provided constitute not more
than 5% of the total amount of revenues paid to the independent auditors
during the fiscal year in which the services are provided to the Fund, the
Fund's investment adviser, and any entity controlling, controlled by, or
under common control with the investment adviser if that entity provides
ongoing services to a Fund; (B) THESE SERVICES WERE NOT RECOGNIZED BY THE
FUND AT THE TIME OF THE ENGAGEMENT TO BE NON-AUDIT SERVICES; and (c) the
services are promptly brought to the attention of the Committee and
approved by the Committee prior to the completion of the audit.

(6) No pre-approval is required by the Committee as to non-audit services
provided to: (a) the Fund's sub-adviser that primarily provides portfolio
management services and is under

1-4

case-by-case basis or adopt pre-approval policies and procedures that are
detailed as to a particular service, provided that the Committee is informed
promptly of each service, or use a combination of these approaches.

3. Delegation. The Committee may delegate pre-approval authority to one or
more of the Committee's members. Any member or members to whom such pre-approval
authority is delegated must report any pre-approval decisions to the Committee
at its next scheduled meeting.

F. RELATIONSHIP WITH AUDITORS AND MANAGEMENT

1. Auditor Qualifications. The Committee will, at least annually, review
the qualifications of the Funds' independent auditors.

- The Committee will inquire as to whether the auditors are independent. This
inquiry will take into consideration whether the auditors provide any
consulting or other non-audit services to the Fund, its adviser and other
entities in the ING investment company complex and their potential effect
on the issue of independence. The Committee will secure from Fund auditors
an annual representation of the auditors' independence under applicable
standards of independence established from time to time by the SEC and
other regulatory and professional authorities.

- The Committee will review the fees charged by the auditors for audit and
non-audit services and may make recommendations to the Board or the
independent members of the Board with respect to the approval of audit and
non-audit service fee estimates. As part of its review, the Committee will
annually obtain from the independent auditors a summary of any non-audit
services provided to the Fund and the ING investment company complex and
the fees billed for non-audit services to the Fund and other entities in
the ING investment company complex.

2. Rotation of Audit Partners. The Committee will seek assurances that any
of the auditors' personnel who serve as lead and concurring audit partners(7) to
a Fund are rotated every five years, followed by a five-year "time out" period,
and that those who serve as audit partners (other than lead or concurring audit
partners)

----------
the direction of another investment adviser and is not affiliated with the
Fund's primary investment adviser; (b) another Fund in the ING investment
company complex (unless otherwise required to pre-approve services to such
other Fund in accordance with this Charter), or (c) other entities within
the ING investment company complex that do not provide services to that
Fund.

(7) "Audit Partner" means a member of a Fund's audit engagement team who has
decision-making responsibility for significant auditing, accounting and
reporting matters that affect the Fund's financial statements or who
maintains regular contact with the Fund's management and the Committee. The
term includes lead and concurring partners and partners who provide more
than 10 hours of audit, review or attest services in connection with the
Fund's financial statements.

1-5

are subject to a seven-year rotation period, with a two-year "time out"
period.(8) Audit partners may not serve other Funds in the ING investment
company complex during their "time out" periods.

3. Meetings with Auditors. The Committee will meet with the Funds'
independent auditors for the purposes set out below. The Committee may determine
to conduct these meetings outside the presence of Fund management.

- Prior to an audit, the Committee will review with auditors the arrangements
for and scope of the annual audit and any special audits.

- At the conclusion of each audit, the Committee will review the audit with
the independent auditors, including the auditors' comments or
recommendations and the form of opinion the auditors propose to render or
have rendered to the Board and Fund shareholders. The Committee also will
discuss with the auditors any matters of concern relating to the Funds'
financial statements, including adjustments to such statements recommended
by the auditors or other results of the audit.

- The Committee will receive from the auditors, at least annually and prior
to filing each Fund's annual report, the auditors' report as to: (a) all
critical accounting policies and practices to be used in preparing the
annual report; (b) all alternative treatments within GAAP for policies and
practices that have been discussed with Fund management, including
ramifications of the use of such alternative disclosures and treatments and
the treatments preferred by the independent auditors; and (c) written
communications between the auditors and Fund management that are material
to the financial statements, such as any management letter or schedule of
unadjusted differences; (d) a description of all non-audit services
provided, including fees associated with the services, to the ING
investment company complex since the last annual report or update that were
not subject to the pre-approval requirements as discussed above; and (e)
any other matters of concern relating to a Fund's financial statements,
including any uncorrected misstatements (or audit differences) whose
effects management believes are immaterial, both individually and in
aggregate, to the financial statements taken as a whole. If these
communications are not made within 90 days prior to the Funds' annual
filing, the Committee will receive from the independent auditors any
reported updates to the information within 90 days

----------
(8) The rotational periods will be phased in as follows: (1) lead partners must
rotate upon reaching 5 years of service, and service for fiscal years
beginning before May 6, 2003 counts; (2) concurring partners must rotate
upon reaching 5 years of service, and service for fiscal years beginning
before May 6, 2004 counts; (3) all other partners will receive a "fresh
start" for audits for years beginning after May 6, 2003, so that fiscal
years ending in 2004 constitute the first year of a seven-year rotation
period. For investment companies, the SEC accepts an extended "year," to
encompass the fiscal year ends of all funds in a fund complex.

1-6

prior to the Funds' annual filing. The Committee may discuss these matters
with management.

- The Committee from time to time will discuss with auditors the adequacy and
effectiveness of internal controls and procedures for each Fund and the
quality of staff implementing those controls and procedures. The Committee
will consider the auditors' comments with respect to the Funds' financial
policies, procedures and internal accounting controls and management's
compliance with these policies and controls and will make recommendations
to the Board with respect to any further actions necessary or desirable in
response to such auditor comments.

- The Committee will meet with Fund auditors for such other purposes as the
Committee may deem necessary or appropriate.

4. Discussions with Management. The Committee may, as deemed necessary or
appropriate by the Committee, discuss with management the following: (1) unusual
accounting issues; (2) the nature of any unusual or significant commitments or
contingent liabilities; (3) any significant difference in format or disclosure
from that adopted by other investment companies; (4) the procedures and controls
of management, including the adequacy and effectiveness of internal controls and
procedures and the quality of staff implementing those controls and procedures;
(5) if the Fund's investment adviser has internal audit staff, the staff's
objectives and resources; and (6) such other matters as the Committee deems
appropriate.

5. Changes in Accounting Principles or Practices. The Committee will
consider the effect upon the Funds of any changes in accounting principles or
practices proposed by management or the independent auditors. The Committee may
consider whether proposed changes will have a significant effect on the amounts
reported for a current year or may have an effect in the future, management's
and the independent auditors' concurrence with the change and management's or
the auditors' underlying rationale for the change. The Committee will discuss
with management and the independent auditors the significance and potential
effect of any changes in accounting policies proposed by the independent
auditors or by management.

6. Illegal Acts and Other Matters. As necessary the Committee will review
with the independent auditors and management any "illegal act," as defined in
Section 10A of the 1934 Act and required by that statute to be reported to the
Committee and any other significant issues reported to the Committee that could
have a material effect on a Fund's financial statements. The Committee will seek
assurances from management that appropriate remedial actions are taken with
respect to any such illegal act identified by the independent auditors. The
Committee also may review with management and the independent auditors any
compliance matter and any comments or criticisms that the staff of the SEC
brought to the attention of the Committee or management, and may develop a
recommendation to management.(9)

1-7

The Committee will report all such matters to the full Board no later than the
next regular meeting of the Board. The Committee shall have the authority to
retain special counsel and other experts or consultants at the expense of the
appropriate Funds.

7. Receive Certifying Officers' Reports. The Committee will receive, in
accordance with regulations adopted by the SEC, reports from each Fund's
principal executive officer and principal financial officer, based on their
periodic evaluations, regarding: (a) significant deficiencies in the design or
operation of internal controls that could adversely affect the Fund's ability to
record, process, summarize, and report financial data; (b) material weaknesses
in internal controls; and (c) fraud, whether or not material, that involves
management or other employees who have a significant role in the Fund's internal
controls.

G. OTHER

1. Review Charter. The Committee will review this Charter (including any
addendum to the Charter, if applicable) at least annually and will make
recommendations with respect to any amendment or supplement to the Charter it
determines to be necessary or desirable.

2. Counsel Reports. If the Board has not established a qualified legal
compliance committee, the Committee will receive and investigate reports of
counsel required to be submitted to it by the rules of the SEC that establish
standards of professional conduct for attorneys practicing before the SEC.

3. Amendments. If the Audit Committee is composed of all of the members of
the Board who are not "interested persons" of the Funds as defined in Section
2(a)(19) of the 1940 Act, the Committee may amend this Charter by vote of a
majority of Committee members. If the Audit Committee is composed of fewer than
all of the members of the Board who are not "interested persons," the Committee
will recommend any amendment to the full Board, and the Board may amend this
Charter by a vote of a majority of its members who are not "interested persons."

4. Board Communications. At least annually, the Committee will report to
the Board a summary of its activities, conclusions and recommendations, unless
the Committee is comprised of all of the independent directors/trustees of the
Board.

5. Records. A copy of this Charter will be maintained by the Funds in an
easily accessible place.

----------
(9) The Committee may make recommendations to management with respect to any
illegal act, significant matter or compliance matter, and its
recommendations are not limited to matters related only to accounting and
financial reporting.

1-8

ADDENDUM

TO THE
AUDIT COMMITTEE CHARTER
WITH RESPECT TO
CLOSED-END FUNDS

As an issuer listed on the New York Stock Exchange ("NYSE"), Closed-End
Funds (the "Fund") must comply with the rules and regulations of the NYSE, which
include, among other things, standards for audit committees of listed issuers.
Therefore, the Board of Trustees of the Fund (the "Board") has adopted this
Addendum ("Addendum") to the ING Funds Audit Committee Charter (the "Charter").
This Addendum sets forth additional requirements for the Audit Committee (the
"Committee") of the Fund. The terms and provisions of the Charter remain
applicable to the Fund, as modified or supplemented by this Addendum.

A. PURPOSE OF THE COMMITTEE

In addition to the purpose of the Committee set out in paragraph B of the
Charter, the Committee will serve the following purposes: (1) to assist Board
oversight of (a) the integrity of the Fund's financial statements; (b) the
Fund's compliance with legal and regulatory requirements; (c) the independent
auditors' qualifications and independence; and (d) the performance of any
internal audit staff and the independent auditors; and (2) to prepare the report
that SEC rules require be included in the Fund's annual proxy statement.

The Committee will have the authority to engage, on the Fund's behalf,
outside independent counsel and other advisers as it deems necessary to carry
out its duties. The Committee will determine the appropriate levels of funding
for payment of (a) compensation of the independent auditors; (b) compensation of
any advisors employed by the Committee under the Charter; and (c) ordinary
administrative expenses of the Committee necessary or appropriate in carrying
out its duties under the Charter.

B. INDEPENDENCE OF COMMITTEE MEMBERS

1. Independence. The Committee will have at least three members. Each such
member shall not be an "interested person" of the Fund as defined in Section
2(a)(19) of the Investment Company Act of 1940 (the "1940 Act") and shall
satisfy applicable independence standards established by the NYSE, except for
any such independence standards which the NYSE has indicated need not apply with
respect to closed-end investment companies that are registered under the 1940
Act.

2. Compensation. The only compensation a Committee member may receive from
the Fund is directors' or trustees' fees, provided that a Committee member who
is a former employee of the Fund or its investment adviser may receive

1-9

deferred compensation if the deferred compensation is not contingent on
continued service.

C. RELATIONSHIP WITH INDEPENDENT AUDITORS

1. Selection and Termination of Independent Auditors. The Committee will be
responsible for the oversight of the work of the independent auditors (including
resolution of disagreements between management and the auditors regarding
financial reporting) for the purpose of preparing or issuing an audit report or
related work, and each independent auditor will report directly to the
Committee. The Committee has the ultimate authority and responsibility to
appoint and, when appropriate, replace the independent auditors, and, if
applicable, to nominate the independent auditors to be proposed for shareholder
ratification in any proxy statement. The Committee will set clear hiring
policies for employees or former employees of the independent auditors. The
Committee will also be responsible for determining auditor compensation. The
Committee will recommend the selection of the independent auditors for
ratification by the vote of a majority of all of the Fund's independent trustees
in accordance with Section 32(a) of the 1940 Act.

2. Significant Non-audit Relationships. The Committee will have sole
authority to approve any significant non-audit relationships with the Fund's
independent auditors.

3. Rotation of Auditors. In addition to assuring that the lead, concurring
and other audit partners are rotated in accordance with paragraph F(2) of the
Charter and as required by law, the Committee will consider whether there should
be a regular rotation of the Fund's independent auditing firm.

4. Annual Auditors' Report. At least annually, the Committee will obtain
and review a report by the independent auditors describing: (a) the auditors'
internal quality-control procedures; (b) any material issues raised by the most
recent internal quality-control review, or peer review, of the auditors, or by
any inquiry or investigation by governmental or professional authorities, within
the preceding five years, with respect to one or more independent audits of any
issuer carried out by the auditors, and any steps taken to deal with any such
issues; and (c) all relationships between the independent auditors and the
Funds, for purposes of assessing the auditors' independence. The Committee also
will consider any reports or communications (and management's responses to such
reports or communications) submitted by the independent auditors required by or
referred to in SAS 61 (as codified by AU Section 380), as may be modified or
supplemented.

D. DISCUSSIONS WITH AUDITORS AND MANAGEMENT

1. Annual Financial Statements. The Committee will discuss the annual
audited financial statements with management and the independent auditors,
including the Funds' disclosures under "Management's Discussion of Fund
Performance."

1-10

2. Press Releases and Other Information. The Committee will discuss with
management earnings press releases, as well as financial information and
earnings guidance provided to analysts and rating agencies.

3. Risk Management. The Committee will discuss with management and the
independent auditors policies with respect to risk assessment and risk
management. The Committee will report any material risks of a type not
previously approved by the Board identified during such discussions to the
Board.

4. Ongoing Dialogue. The Committee periodically will meet with management,
with any internal audit staff of the Fund and with the independent auditors. The
Committee will review with the independent auditor any audit problems or
difficulties and management's response.

E. OTHER

1. Establishment of Procedures. The Committee will establish procedures
for: (a) the receipt, retention, and treatment of complaints received by the
Fund regarding accounting, internal accounting controls, or auditing matters;
and (b) the confidential, anonymous submission by employees of the Fund of
concerns regarding questionable accounting, internal control or auditing
matters.

2. Self-Evaluation. The Committee, on an annual basis, must evaluate its
performance with respect to its duties and responsibilities.

3. Written Affirmation. The Board shall establish procedures for the Fund's
providing a "Written Affirmation" to the NYSE at the time of any changes in the
composition of the Committee, and on an annual basis within one month of the
Fund's annual shareholder meeting regarding: (a) any determination that the
Board has made regarding the independence of directors/trustees in accordance
with Rule 303.01(B)(3) of the NYSE Listed Company Manual; (b) the financial
literacy of Committee members; (c) the determination that at least one Committee
member has accounting or related financial management expertise; and (d) the
annual review and reassessment of the adequacy of the Charter and this Addendum.

4. Reporting. The Committee will approve the content of any report the
substance of which is required by the rules of the SEC to be included in the
proxy statement for the Fund.

5. Board Communications. The Committee will periodically report to the
Board.

1-11

EXHIBIT A

I. FUNDS UNDER THE DIRECTION OF THE UNIFIED BOARD:

ING INVESTORS TRUST
ING EQUITY TRUST
ING FUNDS TRUST
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING INVESTMENT FUNDS, INC.
ING MAYFLOWER TRUST
ING MUTUAL FUNDS
ING PARTNERS, INC.
ING PRIME RATE TRUST
ING SENIOR INCOME FUND
ING VARIABLE INSURANCE TRUST
ING VARIABLE PRODUCTS TRUST
ING VP EMERGING MARKETS FUND, INC.
ING VP NATURAL RESOURCES TRUST
USLICO SERIES FUND

II. FUNDS UNDER THE DIRECTION OF THE ING FUNDS (FORMER AETNA) BOARD:

ING VP BALANCED PORTFOLIO, INC.
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING GET FUNDS
ING VP INTERMEDIATE BOND PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
ING VARIABLE FUNDS
ING VARIABLE PORTFOLIOS, INC.
ING SERIES FUND, INC.

1-12

EXHIBIT B

LIST OF AUDIT COMMITTEE MEMBERS

UNIFIED BOARD:

J. Michael Earley Independent Director and Chairman
Patrick W. Kenny Independent Director
Roger B. Vincent Independent Director
David W.C. Putnam Independent Director
Sheryl K. Pressler Independent Director

ING FUNDS (FORMER AETNA) BOARD:

Corine T. Norgaard Independent Director and Chairman
Joseph E. Obermeyer Independent Director and Vice Chairman
Maria T. Fighetti Independent Director
Albert E. DePrince, Jr. Independent Director
Sidney Koch Independent Director
Edward T. O'Dell Independent Director

1-13

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APPENDIX 2

ING FUNDS
NOMINATING AND GOVERNANCE COMMITTEE CHARTER

I. PURPOSE:

The Nominating and Governance Committee (the "Committee") is a committee of
the ING Funds Board of Directors and Trustees (the "Board"). The Board hereby
delegates to the Committee the duty: (1) to identify and recommend for
nomination candidates to serve as Board members who are not "interested persons"
of the Funds ("Independent Board Members") as that term is defined in the
Investment Company Act of 1940, as amended ("1940 Act"); (2) to evaluate and
make recommendations to the full Board regarding potential Board candidates who
are "interested persons" of the Fund ("Interested Persons") as that term is
defined by the 1940 Act; (3) to review periodically the workload and
capabilities of Independent Board Members and, as the Committee deems
appropriate, to make recommendations to the Board if such a review suggests that
changes to the size or composition of the Board are warranted; (4) to monitor
regulatory and other developments to determine whether to recommend
modifications to the committee's responsibilities, the creation of additional
committees or changes to other Trustee policies and procedures in light of rule
changes and reports concerning "best practices" in corporate governance; (5) in
consultation with the Chair of the Board, to review periodically the
compensation of the Independent Board Members and to recommend any changes for
the consideration by the Independent Board Members; (6) to oversee the Board's
annual self-evaluation process; and (7) to perform such other duties as may from
time to time be assigned by the Board or by the Board Chair.

II. COMMITTEE COMPOSITION:

The Committee shall be comprised of four or more Board members as
determined from time to time by the Board. Each member of the Committee shall be
an Independent Board Member. The Board shall elect Committee members at least
annually. Any member of the Board may nominate candidates for such positions.
The Committee shall select one of its members to be the Chairperson at least
annually. Committee members and the Chairperson can serve as many consecutive
terms as the Board and the Committee, respectively, deem appropriate.

III. MEETINGS:

The Committee shall meet at least twice a year. Meetings may be in person
or by telephone, and may be called by the Chairperson or a majority of Committee
members with reasonable advance notice. The Committee shall maintain minutes of
its meetings. A quorum shall consist of a majority of Committee members.

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IV. COMMITTEE OPERATIONS:

The functions of the Committee shall be to identify appropriate people to
serve as Independent Board Members and to oversee the governance practices of
the Board of Trustees. As necessary or appropriate, the Committee shall
recommend to the Board one or more candidates for Board membership, based on its
research of the people suggested to it or identified by it as potential
candidates. Potential candidate names may be accepted from Board members, Fund
shareholders, legal counsel to the Independent Board Members or such other
sources as the Committee deems appropriate. If the Committee becomes aware of
more than one potential candidate, it shall attempt to rank such candidates in
terms of overall suitability for Board membership. The Chairperson shall
maintain records of any research performed by or on behalf of the Committee to
determine and evaluate candidate qualifications and relative rankings. Such
information shall be provided to the Board upon its request.

The Committee has the primary responsibility for recommending action to the
full Board if it identifies concerns that relate to the Board's size,
composition, committee structure, the number of Funds under its jurisdiction or
overall governance processes. Such concerns could arise from annual or other
reviews and evaluations by the Independent Board Members of the Board's
performance, efficiency and effectiveness. Action by the Committee in this
context normally will be commenced with the concurrence of, and shall be
reported to, the other Independent Board Members.

In the event of a proposed acquisition of a fund group by ING Funds (or a
consolidation of a fund group with the ING Funds), the Committee will
investigate the proposal and determine whether to recommend to the ING Funds'
Board that any of such fund group's board members be added to the ING Funds'
Board. The Committee shall investigate the backgrounds of such fund group's
board members and rank them in terms of suitability and compatibility for the
Board's consideration. The Committee would have primary responsibility for
recommendations regarding changes in general governance processes or structures,
for consideration by the full Board.

The Committee will recommend Board nominees in connection with annual or
special shareholder meetings of the Funds at which persons are to be proposed
for election to the Board. Other than actions described above with regard to a
fund acquisition, such recommendations are expected to take place primarily in
the context of any Fund that, due to its listing on a national exchange, is
required to have annual shareholders meetings at which Board members are
elected. Absent circumstances warranting different action, the Board expects
that such nominations shall be made in a manner designed to maintain common
Board membership with the other Funds.

Prior to conveying any recommendations contemplated by this Charter to the
full Board of the ING Funds, the Committee shall consult with the other
Independent Board Members regarding such recommendations and articulate the
basis for its proposed recommendations.

2-2

V. CRITERIA FOR SELECTING NOMINEES:

The Committee shall nominate candidates for new or vacant Board positions
based on its evaluation of which applicants or potential candidates are most
qualified to serve and protect the interests of each Fund's shareholders and to
promote the effective operations of the Board. In order for the Committee to
consider an applicant or potential candidate, the Committee initially must
receive at least the following information regarding such person: (1) name; (2)
date of birth; (3) education; (4) business, professional or other relevant
experience and areas of expertise; (5) current business, professional or other
relevant experience and areas of expertise; (6) current business and home
addresses and contact information; (7) other board positions or prior
experience; and (8) any knowledge and experience relating to investment
companies and investment company governance (collectively, "Preliminary
Information").

A successful candidate must qualify as an Independent Board Member under
the 1940 Act and should have certain uniform characteristics, such as a very
high level of integrity, appropriate experience, and a commitment to fulfill the
fiduciary duties inherent in Board membership. The Committee also shall consider
the extent to which potential candidates possess sufficiently diverse skill sets
and diversity characteristics that would contribute to the Board's overall
effectiveness. Thus, depending on the Committee's perception of Board needs at
any given time, the Committee can rate certain qualities higher than others when
considering potential candidates for a particular Board vacancy or new position.
For example, the Committee might determine to assign special weight to the
presence of particular skills, such as financial, accounting, investment
management or legal experience, or to particular characteristics necessary to
maintain an appropriately diverse Board membership.

In order to facilitate the nominating process, the Committee shall produce
and, as appropriate, update a "Proposed Nominee Criteria List and Rating Scale"
(the "Criteria List") to be completed with respect to every person who wishes to
be considered for nomination as a Board member. The Criteria List shall include
a listing of those qualities that the Committee believes are essential or
desirable for any nominee for a particular Board vacancy. The results of ratings
derived from the Criteria List shall not be determinative of which person shall
be nominated by the Committee because individual Committee members (or the
Committee as a whole) can decide to assign different weightings to different
qualities and attributes set forth in the Criteria List.

VI. SUBMISSIONS BY SHAREHOLDERS OF POTENTIAL NOMINEES:

The Committee shall consider potential candidates for nomination identified
by one or more shareholders of a Fund. Shareholders can submit recommendations
in writing to the attention of the Chairperson of the Committee at an address to
be maintained by Fund management for this purpose. In order to be considered by
the

2-3

Committee, any shareholder recommendation must include the Preliminary
Information set forth in Section V above.

Following an initial evaluation by the Committee based on the Preliminary
Information, a successful candidate proposed by a shareholder must:

(1) demonstrate the integrity, experience, sound business judgment, talents
and commitment necessary to fulfill the fiduciary duties inherent in Board
membership and to add value to the Board's performance of its duties;

(2) be prepared to submit written answers to a questionnaire seeking
professional and personal information that will assist the Committee to
evaluate the candidate and to determine, among other matters, whether the
candidate would be an Independent Board Member under the 1940 Act or
otherwise have material relationships with key service providers to the
Funds;

(3) submit character references and agree to appropriate background checks;

(4) demonstrate the disposition to act independently from management, but
effectively within a Board composed of numerous members;

(5) be willing to meet with one or more members of the Committee at a time
and location convenient to those Committee members in order to discuss the
candidate's qualifications; and

(6) if nominated and elected, be able to prepare for and attend in person
at least ten full days of Board and committee meetings annually at various
locations in the United States.

VII. EVALUATION OF CANDIDATES FOR NOMINATION AS INTERESTED BOARD MEMBERS:

The Committee shall evaluate those Interested Persons who are proposed by
management of the Funds to serve as Board members and then make appropriate
recommendations to the Board regarding such proposed nominees. The Committee
shall review such information as it deems appropriate in order to make this
evaluation. At its option, the Committee also can seek to interview any such
potential nominee.

VIII. OUTSIDE SERVICE PROVIDERS:

The Committee is authorized to retain the services of outside service
providers (such as executive search firms, consultants or legal counsel) to
assist it in performing the foregoing duties, and the reasonable costs of such
service providers shall be borne by the Funds.

Dated: February 2005

2-4

ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND

ANNUAL MEETING OF SHAREHOLDERS SCHEDULED FOR JUNE 15, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES

The undersigned hereby instructs Todd Modic and Huey P. Falgout, Jr.
("Proxies"), or any of them, with full power of substitution in each of them, to
vote the shares held by him or her at the Annual Meeting of shareholders (the
"Annual Meeting") of the ING Global Advantage and Premium Opportunity Fund (the
"Fund") to be held at: 7337 E. Doubletree Ranch Road, Scottsdale, Arizona
85258-2034, on June 15, 2006, at 10:00 a.m., Local time and at any
adjournment(s) or postponement(s) thereof, in the manner directed below with
respect to the matters referred to in the Proxy Statement for the Annual
Meeting, receipt of which is hereby acknowledged, and in the Proxies'
discretion, upon such other matters as may properly come before the meeting or
any adjournment(s) or postponement(s) thereof.

Please vote, sign and date this Proxy Ballot and return it in the enclosed
envelope.

These voting instructions will be voted as specified. IF NO SPECIFICATION IS
MADE, THIS VOTING INSTRUCTION WILL BE VOTED "FOR" ALL PROPOSALS.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE STRONGLY
URGE YOU TO REVIEW, COMPLETE AND RETURN YOUR PROXY BALLOT AS SOON AS POSSIBLE.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.

TO VOTE:

1) Read the Proxy Statement

2) Check the appropriate boxes on the Proxy Ballot

3) Sign and date the Proxy Ballot

4) Return the Proxy Ballot in the envelope provided

Please indicate your vote by an "X" in the appropriate box below.

THIS PROXY BALLOT IS VALID ONLY WHEN SIGNED AND DATED

THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSAL.

VOTE ON CLASS I TRUSTEES FOR ALL WITHHOLD ALL FOR ALL EXCEPT
------------------------ ------- ------------ --------------

1. To elect twelve members of the Board of Trustees
to represent the interests of the holders of
Common Shares of the Fund, including four
individuals to serve as Class I Trustees, four
individuals to serve as Class II Trustees and
four individuals to serve as Class III Trustees,
for a term of three-years, one-year, and
two-years, respectively, and until the election
and qualification of their successors.

Class I Trustees

(1) R. Barbara Gitenstein, (2) Jock Patton, (3)
David W.C. Putnam, and (4) John G. Turner.

Class II Trustees

(5) John V. Boyer, (6) Patricia W. Chadwick, (7)
Walter H. May, and (8) Sheryl K. Pressler.

Class III Trustees

(9) J. Michael Earley, (10) Patrick W. Kenny,
(11) Shaun P. Mathews, and (12) Roger B.
Vincent. [ ] [ ] [ ]

To withhold authority to vote, mark "For All Except" and write the nominee's
number on the line below.
_________________________

The undersigned authorizes the Proxies to vote and otherwise represent the
undersigned on any other matter that may properly come before the meeting or any
adjournment(s) or postponement(s) thereof in the discretion of the Proxies.

This Proxy Ballot must be signed exactly as your name(s) appears hereon. If as
an attorney, executor, guardian or in some representative capacity or as an
officer of a corporation, please add title(s) as such. Joint owners must each
sign.

------------------------------------- ----------------------------------------
Signature Date Signature (Joint Owners) Date