SUPPLEMENT DATED SEPTEMBER 28, 2005
TO THE CURRENT PROSPECTUSES OF
ING CORPORATE LEADERS TRUST, ING EQUITY TRUST, ING FUNDS TRUST, ING INVESTMENT
FUNDS, INC., ING INVESTORS TRUST (ONLY INCLUDES ING AMERICAN FUNDS PORTFOLIOS,
ING LIFESTYLE PORTFOLIOS, ING MARKETPRO PORTFOLIO, ING
MARKETSTYLE PORTFOLIOS AND ING VP INDEX PLUS INTERNATIONAL EQUITY PORTFOLIO),
ING MAYFLOWER TRUST, ING MUTUAL FUNDS, ING PRIME RATE TRUST, ING SENIOR
INCOME FUND, ING VARIABLE INSURANCE TRUST, ING VARIABLE
PRODUCTS TRUST, ING VP EMERGING MARKETS FUND, INC., ING VP NATURAL RESOURCES
TRUST AND USLICO SERIES FUND (THE "REGISTRANTS")
The Prospectuses for the Registrants are hereby supplemented with the following
information relating to "Information Regarding Trading of ING's U.S. Mutual
Funds." To the extent that any of the following disclosure modifies or is
otherwise inconsistent with the disclosure provided in your current Prospectus,
the disclosure in this supplement supersedes your Prospectus disclosure.
INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS
As discussed in earlier supplements, ING Investments, LLC ("Investments"), the
adviser to the ING Funds, has reported to the Boards of Directors/Trustees (the
"Boards") of the ING Funds that, like many U.S. financial services companies,
Investments and certain of its U.S. affiliates have received informal and formal
requests for information since September 2003 from various governmental and
self-regulatory agencies in connection with investigations related to mutual
funds and variable insurance products. Investments has advised the Boards that
it and its affiliates have cooperated fully with each request.
In addition to responding to regulatory and governmental requests, Investments
reported that management of U.S. affiliates of ING Groep N.V., including
Investments (collectively, "ING"), on their own initiative, have conducted,
through independent special counsel and a national accounting firm, an extensive
internal review of trading in ING insurance, retirement, and mutual fund
products. The goal of this review was to identify any instances of inappropriate
trading in those products by third parties or by ING investment professionals
and other ING personnel. ING's internal review related to mutual fund trading is
now substantially completed. ING has reported that, of the millions of customer
relationships that ING maintains, the internal review identified several
isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within ING's variable insurance and mutual fund products, and
identified other circumstances where frequent trading occurred, despite measures
taken by ING intended to combat market timing. ING further reported that each of
these arrangements has been terminated and fully disclosed to regulators. The
results of the internal review were also reported to the independent members of
the Boards.
Investments has advised the Boards that most of the identified arrangements were
initiated prior to ING's acquisition of the businesses in question in the U.S.
Investments
further reported that the companies in question did not receive special benefits
in return for any of these arrangements, which have all been terminated.
Based on the internal review, Investments has advised the Boardsthat the
identified arrangements do not represent a systemic problem in any of the
companies that were involved.
In September 2005, ING Funds Distributor, LLC ("IFD"), the distributor of
certain ING Funds, settled an administrative proceeding with the NASD regarding
three arrangements, dating from 1995, 1996 and 1998, under which the
administrator to the then-Pilgrim Funds, which subsequently became part of the
ING Funds, entered into formal and informal arrangements that permitted frequent
trading. Under the terms of the Letter of Acceptance, Waiver and Consent ("AWC")
with the NASD, under which IFD neither admitted nor denied the allegations or
findings, IFD consented to the following sanctions: (i) a censure; (ii) a fine
of $1.5 million; (iii) restitution of approximately $1.44 million to certain ING
Funds for losses attributable to excessive trading described in the AWC; and
(iv) agreement to make certification to NASD regarding the review and
establishment of certain procedures.
In addition to the arrangements discussed above, Investments reported to the
Boards that, at this time, these instances include the following, in addition to
the arrangements subject to the AWC discussed above:
- Aeltus Investment Management, Inc. (a predecessor entity to
ING Investment Management Co.) identified two investment
professionals who engaged in extensive frequent trading in
certain ING Funds. One was subsequently terminated for cause
and incurred substantial financial penalties in connection
with this conduct and the second has been disciplined.
- ReliaStar Life Insurance Company ("ReliaStar") entered into
agreements seven years ago permitting the owner of policies
issued by the insurer to engage in frequent trading and to
submit orders until 4pm Central Time. In 2001 ReliaStar also
entered into a selling agreement with a broker-dealer that
engaged in frequent trading. Employees of ING affiliates were
terminated and/or disciplined in connection with these
matters.
- In 1998, Golden American Life Insurance Company entered into
arrangements permitting a broker-dealer to frequently trade up
to certain specific limits in a fund available in an ING
variable annuity product. No employee responsible for this
arrangement remains at the company.
For additional information regarding these matters, you may consult the Form 8-K
and Form 8-K/A for each of four life insurance companies, ING USA Annuity and
Life Insurance Company, ING Life Insurance and Annuity Company, ING Insurance
Company of America, and ReliaStar Life Insurance Company of New York, each filed
with the Securities and Exchange Commission (the "SEC") on October 29, 2004 and
September 8, 2004. These Forms 8-K and Forms 8-K/A can be accessed through the
SEC's Web site at http://www.sec.gov. Despite the extensive internal review
conducted
2
through independent special counsel and a national accounting firm, there can be
no assurance that the instances of inappropriate trading reported to the Boards
are the only instances of such trading respecting the ING Funds.
Investments reported to the Boards that ING is committed to conducting its
business with the highest standards of ethical conduct with zero tolerance for
noncompliance. Accordingly, Investments advised the Boards that ING management
was disappointed that its voluntary internal review identified these situations.
Viewed in the context of the breadth and magnitude of its U.S. business as a
whole, ING management does not believe that ING's acquired companies had
systemic ethical or compliance issues in these areas. Nonetheless, Investments
reported that given ING's refusal to tolerate any lapses, it has taken the steps
noted below, and will continue to seek opportunities to further strengthen the
internal controls of its affiliates.
- ING has agreed with the ING Funds to indemnify and hold
harmless the ING Funds from all damages resulting from
wrongful conduct by ING or its employees or from ING's
internal investigation, any investigations conducted by any
governmental or self-regulatory agencies, litigation or other
formal proceedings, including any proceedings by the SEC.
Investments reported to the Boards that ING management
believes that the total amount of any indemnification
obligations will not be material to ING or its U.S. business.
- ING updated its Code of Conduct for employees reinforcing its
employees' obligation to conduct personal trading activity
consistent with the law, disclosed limits, and other
requirements.
- The ING Funds, upon a recommendation from ING, updated their
respective Codes of Ethics applicable to investment
professionals with ING entities and certain other fund
personnel, requiring such personnel to pre-clear any purchases
or sales of ING Funds that are not systematic in nature (i.e.,
dividend reinvestment), and imposing minimum holding periods
for shares of ING Funds.
- ING instituted excessive trading policies for all customers in
its variable insurance and retirement products and for
shareholders of the ING Funds sold to the public through
financial intermediaries. ING does not make exceptions to
these policies.
- ING reorganized and expanded its U.S. Compliance Department,
and created an Enterprise Compliance team to enhance controls
and consistency in regulatory compliance.
REQUESTS FOR INFORMATION FROM NEW YORK ATTORNEY GENERAL
As has been widely reported in the media, the New York Attorney
General's office ("NYAG") is conducting broad investigations regarding
insurance quoting and brokerage practices. ING U.S. has been subpoenaed
in this regard, and is cooperating fully with these NYAG requests for
information.
ING U.S. believes that its practices are consistent with our business
principles and our commitment to our customers.
3
At this time, in light of the current regulatory factors, ING U.S. is
actively engaged in reviewing whether any modifications in our
practices are appropriate for the future.
There can be no assurance that these matters, or the adverse publicity
associated with them, will not result in increased fund redemptions,
reduced sale of fund shares, or other adverse consequences to ING
Funds.
This supplement supersedes the supplement dated August 31, 2005 with
respect to ING GET U.S. Core Portfolio - Series 10 and ING GET U.S.
Core Portfolio - Series 11; the supplement dated July 29, 2005 with
respect to ING Fixed Income Funds and ING Money Market Fund; the
supplement dated July 29, 2005 with respect to ING Institutional Prime
Money Market Fund; the supplement dated July 29, 2005 with respect to
ING MarketPro Portfolio, ING MarketStyle Portfolios and ING VP Index
Plus International Equity Portfolio; the supplement dated July 1, 2005
with respect to ING Prime Rate Trust; the supplement dated July 1, 2005
with respect to ING Senior Income Fund; the supplement dated June 1,
2005 with respect to ING GET U.S. Core Portfolio - Series 9; the
supplement dated April 29, 2005 with respect to ING American Funds
Portfolios and ING Lifestyle Portfolios; the supplement dated April 29,
2005 with respect to ING Corporate Leaders Trust; the supplement dated
April 29, 2005 with respect to ING Domestic Equity Value Funds; the
supplement dated April 29, 2005 with respect to ING GET U.S. Core
Portfolios; the supplement dated April 29, 2005 with respect to ING VP
Global Equity Dividend Portfolio; the supplement dated April 29, 2005
with respect to ING Variable Products Trust Portfolios; the supplement
dated April 29, 2005 with respect to ING VP Emerging Markets Fund; the
supplement dated April 29, 2005 with respect to ING VP Natural
Resources Trust; the supplement dated April 29, 2005 with respect to
USLICO Series Fund; the supplement dated March 1, 2005 with respect to
ING Global Equity Funds and ING International Equity Funds; the
supplement dated February 1, 2005 with respect to ING Domestic Equity
Value Funds; the supplement dated February 1, 2005 with respect to ING
Global Equity Fund and ING International Equity Fund; the supplement
dated October 29, 2004 with respect to ING Domestic Equity Growth
Funds, ING Domestic Equity Value Funds and ING Domestic Equity and
Income Funds; and the supplement dated October 29, 2005 with respect to
ING Principal Protection Funds.
PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE
4