CEDC Central European Distribution Corp. (MM)

As filed with the Securities and Exchange Commission on March 22, 2013

Securities Act File No. 333-               

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

Pre-Effective Amendment No.

Post-Effective Amendment No.

ING MUTUAL FUNDS

(Exact Name of Registrant as Specified in Charter)

7337 East Doubletree Ranch Road, Scottsdale, Suite 100, Arizona 85258-2034

(Address of Principal Executive Offices) (Zip Code)

1-800-992-0180

(Registrant’s Area Code and Telephone Number)

Huey P. Falgout
ING U.S. Legal Services
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, AZ 85258-2034

(Name and Address of Agent for Service)

With copies to:

Jeffrey S. Puretz, Esq.
Dechert LLP
1775 I Street, N.W.
Washington, DC 20006-2401

Approximate Date of Proposed Public Offering:

As soon as practicable after this Registration Statement becomes effective.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter be effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

No filing fee is required because an indefinite number of shares have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940, as amended.

ING INTERNATIONAL VALUE FUND

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

1 (800) 992-0180

May 10, 2013

Dear Shareholder:

On behalf of the Board of Trustees (the “Board”) of ING International Value Fund (the “International Value Fund”), we are pleased to invite you to a special meeting of shareholders (the “Special Meeting”) of the International Value Fund.  The Special Meeting is scheduled for 10:00 A.M., Local time, on June 25, 2013, at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.

At the Special Meeting, shareholders of the International Value Fund will be asked to vote on the proposed reorganization (the “Reorganization”) of the International Value Fund with and into ING International Value Equity Fund (formerly, ING Global Value Choice Fund) (“International Value Equity Fund”) (together with the International Value Fund, the “Funds”, each a “Fund”).  Each Fund is a member of the mutual fund group called the “ING Funds.”  Part I of the enclosed Proxy Statement/Prospectus concerns this proposal.

Shareholders also will be asked at the Special Meeting to vote on a number of other items that are unrelated to the Reorganization (“Other Proposals”).  Part II of the enclosed Proxy Statement/Prospectus relates to the Other Proposals.  The Other Proposals are substantially similar to proposals that shareholders of other ING Funds, including the International Value Equity Fund, have been asked to approve in separate proxy statements.  First among these Other Proposals is the election of 13 nominees to the Board, effective immediately.  If the Reorganization is approved, this 13 member Board would serve the International Value Fund until its reorganization and subsequent liquidation.

In addition, shareholders will be asked to approve a new investment advisory agreement for the International Value Fund with ING Investments, LLC (“ING Investments”) and a new investment sub-advisory agreement with ING Investment Management Co. LLC (“ING IM”), which will only go into effect if shareholders do not approve the Reorganization.  These new advisory and sub-advisory agreements arise in connection with a plan for the U.S. parent company of ING Investments and ING IM to separate from its ultimate parent, ING Groep, N.V.

If the Reorganization is approved by shareholders, you will become a shareholder of the International Value Equity Fund beginning on the date that the Reorganization occurs.  The Reorganization would provide shareholders of the International Value Fund with an opportunity to participate in a larger combined fund with identical investment objectives, substantially identical principal investment strategies and a lower net expense ratio.

Formal notice of the Special Meeting appears on the next page, followed by the Proxy Statement/Prospectus. The Proposals are discussed in detail in the enclosed Proxy Statement/Prospectus, which you should read carefully. The Board recommends that you vote “FOR” each Proposal.

Your vote is important regardless of the number of shares you own.  To avoid the added cost of follow-up solicitations and possible adjournments, please read the Proxy Statement/Prospectus carefully and cast your vote.  It is important that your vote be received no later than June 24, 2013.

We appreciate your participation and prompt response in this matter and thank you for your continued support.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

OF

ING INTERNATIONAL VALUE FUND

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

1 (800) 992-0180

Scheduled for June 25, 2013

To the Shareholders:

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the “Special Meeting”) of ING International Value Fund (the “International Value Fund”) is scheduled for 10:00 A.M., Local time on June 25, 2013 at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.

Pursuant to an agreement with the European Commission, ING Groep N.V. (“ING Groep”) has announced its intention to divest ING U.S., Inc. (“ING U.S.”), a wholly owned, indirect subsidiary of ING Groep and a parent company of ING Investments and ING IM, the investment adviser and sub-adviser to the International Value Fund, respectively (such divestment, the “Separation Plan”). ING Groep has announced that the base case for divesting ING U.S. is an initial public offering of ING U.S. common stock (the “IPO”), in which ING Groep anticipates selling a portion of its ownership interest in ING U.S. and thereafter divesting its remaining ownership over time. While the base case for the Separation Plan is the IPO, all options remain open and it is possible that ING Groep’s divestment of ING U.S. may take place by means of a sale to a single buyer or group of buyers.

The Funds are subject to the Investment Company Act of 1940, as amended (the “1940 Act”), which provides that any investment advisory agreement, including any sub-advisory agreement, must terminate automatically upon its “assignment.” As used in the 1940 Act, the term “assignment” includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Such a transfer is often referred to as a “Change of Control Event.” It is anticipated that one or more of the transactions contemplated by the Separation Plan will be deemed a Change of Control Event. To ensure that ING Investments and ING IM may continue to provide advisory and sub-advisory services to the International Value Fund without interruption if the Reorganization is not approved, shareholders will be asked at the Special Meeting to approve new advisory and sub-advisory agreements, as described in Proposals Three and Four of the enclosed Proxy Statement/Prospectus.

At the Special Meeting, the International Value Fund’s shareholders will be asked:

1.               To approve an Agreement and Plan of Reorganization (the “Reorganization Agreement”) by and between the International Value Fund and ING International Value Equity Fund (formerly, ING Global Value Choice Fund) (“International Value Equity Fund” and, together with the International Value Fund, the “Funds”)), providing for the reorganization of the International Value Fund with and into the International Value Equity Fund (the “Reorganization”);

2.               To elect 13 nominees to the Board of Trustees (the “Board”) of the International Value Fund;

3.               To approve a new investment advisory agreement for the International Value Fund with ING Investments, LLC (“ING Investments”) prompted by the IPO, and to approve, under certain circumstances, any future advisory agreements prompted by Change of Control Events that occur as part of the Separation Plan;

4.               To approve a new investment sub-advisory agreement between ING Investments and ING Investment Management Co. LLC (“ING IM”) with respect to the International Value Fund prompted by the IPO, and to approve, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that occur as part of the Separation Plan; and

5.               To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes.

As explained in the enclosed Proxy Statement/Prospectus, Proposals Three and Four would only be implemented if approved by shareholders and shareholders do not approve Proposal One.  Proposal Two would be implemented immediately if approved, regardless of whether shareholders approve any of the other Proposals.

Please read the enclosed Proxy Statement/Prospectus carefully for information concerning the Proposals to be placed before the Special Meeting.  Part I of the enclosed Proxy Statement/Prospectus relates to Proposal One.  The remaining Proposals are discussed in Part II .

The Board of Trustees has concluded that the Proposals are in the best interests of the International Value Fund and its shareholders and recommends that you vote “FOR” each Proposal.

Shareholders of record as of the close of business on March 29, 2013, are entitled to notice of, and to vote at, the Special Meeting, and are also entitled to vote at any adjournments or postponements thereof.  Your attention is called to the accompanying

Proxy Statement/Prospectus.  Regardless of whether you plan to attend the Special Meeting, please complete, sign, and return promptly, but in no event later than June 24, 2013, the enclosed Proxy Ballot so that a quorum will be present and a maximum number of shares may be voted.  Proxies may be revoked at any time before they are exercised by submitting a revised Proxy Ballot, by giving written notice of revocation to the International Value Fund or by voting in person at the Special Meeting.

May 10, 2013

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PROXY STATEMENT/PROSPECTUS

May 10, 2013

PROXY STATEMENT FOR:

ING INTERNATIONAL VALUE FUND

(A series of ING Mayflower Trust)

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

1 (800) 992-0180

Special Meeting of Shareholders

of ING International Value Fund

Scheduled for June 25, 2013

PROSPECTUS FOR:

ING INTERNATIONAL VALUE EQUITY FUND (FORMERLY, ING GLOBAL VALUE CHOICE FUND)

(A series of ING Mutual Funds)

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona 85258-2034

1 (800) 992-0180

Important Notice Regarding the Availability of Proxy Materials

for the Shareholder Meeting to be Held on June 25, 2013

This Proxy Statement/Prospectus and Notice of Special Meeting are available at: www.proxyvote.com/ing

THE U.S. SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES, OR DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

TABLE OF CONTENTS

INTRODUCTION

What is Proposal One (discussed in Part I of the Proxy Statement/Prospectus)?

On January 10, 2013, the Board of Trustees (the “Board”) of ING International Value Fund (the “International Value Fund” or the “Acquired Fund”) and ING International Value Equity Fund (formerly, ING Global Value Choice Fund) (the “International Value Equity Fund” or the “Acquiring Fund”) (each, a “Fund,” and collectively, the “Funds”) approved an Agreement and Plan of Reorganization (the “Reorganization Agreement”), which provides for the reorganization of the International Value Fund with and into the International Value Equity Fund (the “Reorganization”).  The Reorganization requires shareholder approval and, if approved, is expected to be effective on July 13, 2013, or such other date as the parties may agree (the “Closing Date”).

In connection with approving the Reorganization, the Board, including a majority of the Trustees who are not “interested persons” of the International Value Fund, as defined in the Investment Company Act of 1940, as amended (“Independent Trustees”), also approved the termination of the investment sub-advisory agreements with two of the three then-active sub-advisers to the International Value Fund, Brandes Investment Partners, L.P. (“Brandes”) and del Rey Global Investors, LLC (“del Rey”), effective as of the close of business on March 26, 2013, so that these firms would no longer manage a portion of the International Value Fund’s assets after the effective date. From that time through the close of business on April 5, 2013, the International Value Fund was in a “transition period,” during which time a transition manager sold all or most of the assets that had been managed by Brandes and del Rey in preparation for the day-to-day management of all of the assets of the International Value Fund by Investment Management Co. LLC (“ING IM” or “Sub-Adviser”), the sole remaining sub-adviser to the International Value Fund.  ING IM currently manages the International Value Fund pursuant to principal investment strategies that are substantially identical to the strategies it used to manage the allocated portion (or “sleeve”) of the Fund it managed while Brandes and del Rey also were sub-advisers.  In choosing to terminate the sub-advisory agreements with Brandes and del Rey, the Board considered, among other factors, the lower historical performance of the sleeves of the International Value Fund managed by Brandes and del Rey as compared to the sleeve managed by ING IM.

The current principal investment strategies of the International Value Fund are substantially identical to those of the International Value Equity Fund, for which ING IM also serves as sub-adviser.  Therefore, if the Reorganization is approved, before and after closing on the Reorganization, shareholders of the International Value Fund are not expected to experience significant differences in the risk and return characteristics of the Fund to which they are exposed as a result of the Reorganization.

Prior to the close of business on November 13, 2012, the International Value Equity Fund, the proposed surviving Fund in the Reorganization, was sub-advised by Tradewinds Global Investors, LLC (“Tradewinds”).  On September 6, 2012, the Board of Trustees, which also serves that Fund (then named the ING Global Value Choice Fund), terminated the sub-advisory agreement with Tradewinds, effective as of the close of business November 13, 2012.  Following a transition period, ING IM was retained as the interim sub-adviser to the International Value Fund as of the close of business on November 30, 2012.  On [April 11, 2013], shareholders of the International Value Equity Fund approved a “permanent” sub-advisory agreement with ING IM regarding that Fund.

What are the Other Proposals (discussed in Part II of the Proxy Statement/Prospectus)?

If approved by shareholders, Proposal Two would be implemented immediately after special meeting of the shareholders (the “Special Meeting”), regardless of whether shareholders approve any of the other Proposals.  Proposals Three and Four only would be implemented if shareholders approve those Proposals and do not approve Proposal One.

The Election of Trustees.  In Proposal Two, shareholders of the International Value Fund are being asked to elect 13 nominees to the Board, each to serve until their death, resignation, or retirement or until a successor is duly elected and qualified, effective immediately after the Special Meeting.  These nominations are, in part, the result of an effort on the part of the Board, another board in the complex of investment companies managed by the Adviser or its affiliates (the “ING Fund Complex”) , and ING Investments and affiliated entities, to consolidate the membership of the boards so that the same members serve on each board in the ING Fund Complex. Shareholders of the other ING Funds, including the International Value Equity Fund, have voted to elect these 13 nominees to serve on the boards of those funds.

The Approval of New Advisory and Sub-Advisory Agreements.  Pursuant to an agreement with the European Commission, ING Groep N.V. (“ING Groep”) has announced its intention to divest ING U.S., Inc. (“ING U.S.”), a wholly owned, indirect subsidiary of ING Groep and a parent company of ING Investments, LLC (“ING Investments” or “Adviser”) and ING IM, the adviser and sub-adviser of the International Value Fund, respectively (such divestment, the “Separation Plan”).  ING Groep has announced that the base case for divesting ING U.S. is an initial public offering of ING U.S. common stock (the “IPO”), in which ING Groep anticipates selling a portion of its ownership interest in ING U.S. and thereafter divesting its remaining ownership over time. While the base case for the Separation Plan is the IPO, all options remain open and it is possible that ING Groep’s divestment of ING U.S. may take place by means of a sale to a single buyer or group of buyers.

The Funds are subject to Section 15 of the Investment Company Act of 1940, as amended (the “1940 Act”). Section 15 provides that any investment advisory agreement, including any sub-advisory agreement, must terminate automatically upon its “assignment,” which includes any transfer of a controlling block of outstanding voting securities of an adviser or the parent company of an adviser. Such transfer is often referred to as a “Change of Control Event.” It is anticipated that one or more of the transactions contemplated by the Separation Plan will be deemed a Change of Control Event. At any such Change of Control Event,

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the advisory and sub-advisory agreements for each Fund would automatically terminate. For more information on the Separation Plan and its effect on the Funds, please see the section of Part II of this Proxy Statement/Prospectus entitled “Impact of the Separation Plan.”

To ensure that the existing advisory and sub-advisory services could continue uninterrupted if shareholders of the International Value Fund do not approve the Reorganization and a Change of Control Event occurs, shareholders are asked to approve a new advisory agreement with the adviser, ING Investments, and a new sub-advisory agreement for the International Value Fund between ING Investments and ING IM in Proposals Three and Four, respectively. If shareholders approve the Reorganization, implementation of Proposals Three and Four will not take place.  If shareholders do not approve the Reorganization, these Proposals would be effective upon shareholder approval or the close of the IPO, whichever is later.  As part of Proposals Three and Four, shareholders are also voting to approve any future advisory and sub-advisory agreements if, as a result of future Change of Control Events that occur in connection with the Separation Plan, the advisory and sub-advisory agreements terminate.  Shareholder approval will be deemed to apply to these future advisory and sub-advisory agreements only if: (1) no single person gains “control” (as defined in the 1940 Act) of ING U.S.; (2) the Board approves the future advisory and sub-advisory agreements; and (3) the future advisory and sub-advisory agreements would not be materially different from the new agreements that are described in this Proxy Statement/Prospectus. These future agreements would be deemed effective upon the closing of the transaction that constitutes a Change of Control Event.

[Shareholders of other ING mutual funds, including the International Value Equity Fund, the proposed surviving Fund in the Reorganization, have approved proposals substantially similar to Proposals Two, Three and Four in a separate proxy statement.]

Why did you send me this booklet?

This booklet includes the Proxy Statement/Prospectus and a Proxy Ballot for the International Value Fund.  It provides you with information you should review before providing voting instructions on the matters listed below and in the Notice of Special Meeting.

Because you, as a shareholder of the International Value Fund, are being asked to approve a Reorganization Agreement that will result in a transaction in which you will ultimately hold shares of the International Value Equity Fund, this Proxy Statement also serves as a prospectus for the International Value Equity Fund, which sets forth concisely the information about the International Value Equity Fund that you should know before investing. The Proxy Statement/Prospectus should be retained for future reference. The International Value Equity Fund is an open-end management investment company that seeks long-term capital appreciation, as described more fully below.  The Reorganization Proposal is described in Part I of the Proxy Statement/Prospectus.

Part II of the Proxy Statement/Prospectus contains the following other proposals that shareholders also are asked to approve: the election of 13 nominees as Trustees of the ING Mayflower Trust, of which the International Value Fund is the sole series, the approval of a new advisory agreement for the International Value Fund, and the approval of a new sub-advisory agreement for the International Value Fund.  Please see the immediately preceding section and Part II of the Proxy Statement/Prospectus for more information on these Proposals and the reasons why shareholders are being asked to approve them at this time.

What proposals will be considered at the Special Meeting?

At the special meeting of shareholders (the “Special Meeting”), shareholders of the International Value Fund are being asked:

1.               To approve the Reorganization Agreement providing for the Reorganization of the International Value Fund with and into the International Value Equity Fund;

2.               To elect 13 nominees to the Board of Trustees of the International Value Fund;

3.               To approve a new investment advisory agreement for the International Value Fund with ING Investments prompted by the IPO, and to approve, under certain circumstances, any future advisory agreements prompted by Change of Control Events that occur as part of the Separation Plan;

4.               To approve a new investment sub-advisory agreement between ING Investments and ING IM with respect to the International Value Fund prompted by the IPO, and to approve, under certain circumstances, any future sub-advisory agreements prompted by Change of Control Events that occur as part of the Separation Plan; and

5.               To transact such other business, not currently contemplated, that may properly come before the Special Meeting, or any adjournments or postponements thereof, in the discretion of the proxies or their substitutes.

Proposal One is discussed in Part I, and the remaining Proposals are discussed in Part II of the Proxy Statement/Prospectus.

Who is eligible to vote?

Shareholders holding an investment in shares of the International Value Fund as of the close of business on March 29, 2013 (the “Record Date”) are eligible to vote.

How do I vote?

You may submit your Proxy Ballot in one of four ways:

·                   By Internet.   The web address and instructions for voting can be found on the enclosed Proxy Ballot.  You will be required to provide your control number located on the Proxy Ballot.

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·                   By Telephone.   The toll-free number for telephone voting can be found on the enclosed Proxy Ballot.  You will be required to provide your control number located on the Proxy Ballot.

·                   By Mail.   Mark the enclosed Proxy Ballot, sign and date it, and return it in the postage-paid envelope we provided.  Joint owners must each sign the Proxy Ballot.

·                   In Person at the Special Meeting.   You can vote your shares in person at the Special Meeting.  If you expect to attend the Special Meeting in person, please call Shareholder Services toll-free at (800) 992-0180.

Shareholders whose shares are held by nominees, such as brokers, can vote their shares by contacting their respective nominee. Should shareholders require additional information regarding the Special Meeting, they may contact the proxy solicitor toll-free at [                        ]. (Please see the section entitled “General Information” for more information on the proxy solicitor.)

How does the Board recommend that I vote?

The Board recommends that shareholders vote “ FOR ” the Proposals.

When and where will the Special Meeting be held?

The Special Meeting is scheduled to be held at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034, on June 25, 2013, at 10:00 A.M., Local time, and, if the Special Meeting is adjourned or postponed, any adjournments or postponements of the Special Meeting will also be held at the above location.  If you expect to attend the Special Meeting in person, please call Shareholder Services toll-free at (800) 992-0180.

How can I obtain more information about the Funds?

Should you have any questions about the Funds, please do not hesitate to contact Shareholder Services toll free at (800) 922-0180.  The following documents are incorporated by reference:  (i) the Statement of Additional Information (“SAI”) dated May 10, 2013, relating to this Proxy Statement/Prospectus; (ii) the Prospectus and SAI for the International Value Fund dated February 28, 2013, as supplemented; and (iii) the Prospectus and SAI for the International Value Equity Fund dated February 28, 2013, as supplemented.

A copy of the current prospectus, SAI, annual report and semi-annual report for each Fund is available, without charge, on the Internet at http://www.ingfunds.com/literature or by contacting the Funds at:

ING Funds

7337 East Doubletree Ranch Road, Suite 100

Scottsdale, Arizona  85258-2034

(800) 992-0180

Each Fund is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (“1934 Act”), and the Investment Company Act of 1940, as amended (the “1940 Act”), and files reports, proxy materials and other information with the U.S. Securities and Exchange Commission (“SEC”).  You can copy and review information about each Fund, including the SAI, reports, proxy materials, and other information at the SEC’s Public Reference Room in Washington, D.C.  You may obtain information on the Public Reference Room by calling the SEC at 1-202-551-8090.  Such materials are also available in the EDGAR Database on the SEC’s internet site at http://www.sec.gov.  You may obtain copies of this information, after paying a duplication fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Section, Office of Consumer Affairs and Information, U.S. Securities and Exchange Commission, 100 F. Street N.E., Washington, D.C. 20549.

Only one copy of this Proxy Statement/Prospectus may be mailed to each household, even if more than one person in the household is an International Value Fund shareholder of record, unless the Fund has received contrary instructions from one or more of the household’s shareholders. If a shareholder needs an additional copy of this Proxy Statement/Prospectus, please contact Shareholder Services. If in the future, any shareholder does not wish to combine or wishes to recombine the mailing of a proxy statement with household members, please contact the International Value Fund at the address or phone number listed above.

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PART I: THE PROPOSED REORGANIZATION

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SUMMARY OF THE REORGANIZATION

You should read this entire Proxy Statement/Prospectus carefully. You should also review the Reorganization Agreement, which is attached hereto as Appendix A .  For more information about the International Value Equity Fund, please consult Appendix B  and the Prospectus dated February 28, 2013, as supplemented.

On January 10, 2013, the Board approved the Reorganization Agreement. Subject to shareholder approval, the Reorganization Agreement provides for:

·                   the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange for shares of beneficial interest of the Acquiring Fund;

·                   the assumption by the Acquiring Fund of all the liabilities of the Acquired Fund;

·                   the distribution of shares of the Acquiring Fund to the shareholders of the Acquired Fund; and

·                   the complete liquidation of the Acquired Fund.

If shareholders approve the Reorganization, each owner of Class A, Class B, Class C, Class I, and Class W shares of the Acquired Fund would become a shareholder of the corresponding share class of the Acquiring Fund.  The Reorganization is expected to be effective on the Closing Date. Each shareholder of the Acquired Fund will hold, immediately after the Closing Date, shares of the Acquiring Fund having an aggregate value equal to the aggregate value of the shares of the Acquired Fund held by that shareholder as of the close of business on the Closing Date.

In considering whether to approve the Reorganization, you should note that:

·                   The Fund shave identical distribution and purchase procedures and exchange rights, as well as identical redemption procedures;

·                   ING Investments serves as the adviser to each Fund and ING IM serves as investment sub-adviser to each Fund. ING Investments and ING IM are indirect subsidiaries of ING Groep;

·                   The management fee for the Acquiring Fund is lower than for the Acquired Fund;

·                   Current shareholders of the Acquired Fund are expected to experience lower gross and net expenses as shareholders of the Acquiring Fund after the Reorganization, in amounts that vary depending on the class; and

·                   The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization pursuant to Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”); accordingly, pursuant to this treatment, neither the Acquired Fund nor its shareholders, nor the Acquiring Fund nor its shareholders are expected to recognize any gain or loss for federal income tax purposes from the transactions contemplated by the Reorganization Agreement.

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APPROVAL OF THE REORGANIZATION

What is the proposed Reorganization?

Shareholders of the International Value Fund are being asked to approve a Reorganization Agreement, providing for the reorganization of the International Value Fund with and into the International Value Equity Fund.  If the Reorganization Agreement is approved, shareholders of the International Value Fund will become shareholders of the International Value Equity Fund as of the close of business on the Closing Date.

Why is a Reorganization proposed?

At the January 10, 2013 meeting of the Board, ING Investments presented the Reorganization for consideration by the Board.  In support of its proposal, ING Investments noted the relative underperformance of the “sleeves” of the International Value Fund managed by Brandes and del Rey as compared to the sleeve managed by ING IM, and expressed its view that terminating Brandes and del Rey in favor of having ING IM serve as the sole active sub-adviser would be more preferable for shareholders than continuing with the former multi-manager structure.  ING IM noted, however, that if ING IM assumed the day-to-day management of the entire International Value Fund, the International Value Fund would essentially be a duplicate of the International Value Equity Fund, with the same portfolio managers and substantially identical principal investment strategies.  ING Investments recommended the Reorganization to seek to provide greater benefits to shareholders from: (i) a greater potential to achieve long-term scale by combining the assets of two Funds that currently are managed by the same Adviser and Sub-Adviser pursuant to substantially identical principal investment strategies; and (ii) an immediate benefit through lower gross and net expenses.

At the January 10, 2013 Board meeting, the Board of both Funds (which were made up of the same individuals), including the Independent Trustees, determined that the interests of the shareholders of the Funds would not be diluted as a result of the Reorganization and that the Reorganization would be in the best interests of the Funds and their shareholders. The Reorganization would allow the International Value Fund’s shareholders to remain invested in a professionally managed fund that seeks long-term growth of capital and current income.

How do the Investment Objectives compare?

As described in the chart that follows, the Funds have identical investment objectives.

The tables below describe the fees and expenses that you may pay if you buy and hold shares of the Funds. Pro forma fees and expenses, which are estimated fees and expenses of the International Value Fund after giving effect to the Reorganization, assume hypothetically that the reorganization occurred on October 31, 2012.

The Funds have identical shareholder fees.  These sales charges are paid directly when you buy or sell shares.

(1)          A contingent deferred sales charge of 1.00% is assessed on certain redemptions of Class A shares made within 18 months after purchase where no initial sales charge was paid at the time of purchase as part of an investment of $1 million or more.

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(1)          Expense ratios have been adjusted to reflect current contractual rates.

(2)          For the International Value Fund, the Adviser is contractually obligated to limit expenses to 1.80%, 2.50%, 2.50%, 1.50%, and 1.50% for Class A, Class B, Class C, Class I, and Class W shares, respectively, through March 1, 2014. The obligation will automatically renew for one-year terms unless it is terminated by the Fund or the Adviser upon written notice within 90 days of the end of the current term or upon termination of the advisory agreement and is subject to possible recoupment by the Adviser within three years. In addition, effective January 1, 2013, the Adviser is contractually obligated to further limit expenses to 1.50%, 2.20%, 2.20%, 1.20%, and 1.20% for Class A, Class B, Class C, Class I, and Class W shares, respectively, through March 1, 2014. There is no guarantee that this obligation will continue after March 1, 2014, and the obligation will only continue if the Adviser elects to renew it. Any fees waived pursuant to this obligation shall not be eligible for recoupment. These obligations do not extend to interest, taxes, brokerage commissions, extraordinary expenses, and

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Acquired Fund Fees and Expenses. Last, the Adviser is contractually obligated to waive a portion of the management fee through March 1, 2014. Based upon net assets as of October 31, 2012, the management fee waiver for the Fund would be (0.01)%. There is no guarantee that the management fee waiver will continue after March 1, 2014. The management fee waiver will continue only if the Adviser elects to renew it.

(3)          Effective November 30, 2012, the Adviser and distributor are contractually obligated to limit expenses to 1.35%, 2.10%, 2.10%, 1.10%, and 1.10% for Class A, Class B, Class C, Class I, and Class W shares, respectively, through March 1, 2014; the obligation does not extend to interest, taxes, brokerage commissions, extraordinary expenses, and Acquired Fund Fees and Expenses. The obligation will automatically renew for one-year terms unless it is terminated by the Fund, the Adviser or the distributor upon written notice within 90 days of the end of the current term or upon termination of the advisory agreement and is subject to possible recoupment by the Adviser or distributor within three years.

Expense Examples

The Examples are intended to help you compare the costs of investing in shares of the Funds with the costs of investing in other mutual funds.  The Examples assume that you invest $10,000 in the Funds for the time periods indicated.  The examples show costs if you sold (redeemed) your shares at the end of the period or continued to hold them.  The Examples also assume that your investment had a 5% return each year and that the Funds’ operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

How do the Principal Investment Strategies compare?

As discussed above, in anticipation of the Reorganization, the Board approved changes in the principal investment strategies of the Acquired Fund in connection with the termination of Brandes and del Rey and the allocation of all the assets of the Acquired Fund for the day-to-day management of ING IM.  Consequently, both Funds have substantially identical principal investment strategies and principal risks.  Prior to the close of business on March 26, 2013, the Acquired Fund pursued its investment objective through different investment strategies, and had three active sub-advisers.(1) For more information on the principal investments strategies and principal risks of the Acquired Fund prior to March 26, 2013, see  Appendix C .

The Acquired Fund’s principal investment strategies differ from those of the Acquiring Fund in that the Acquired Fund may lend portfolio securities on a short-term or long-term basis, up to 33 1/3% of its total assets, whereas the Acquiring Fund may lend for the same purposes, but only up to 30% of its assets.  The Acquiring Fund also has a policy to provide 60 days’ prior notice to shareholders in the event that it determines to change its policy to invest, under normal market conditions, at least 80% of its net assets (plus borrowings for investment purposes) in equity securities.  The principal investment strategies of the two Funds are stated below.

(1)            As described in the section below entitled “How does the Management of the Funds compare?,” ING Investments has entered into sub-advisory agreements with two additional sub-advisers, ING Investment Management Advisors B.V. and ING Investment Management Asia Pacific (Hong Kong) Limited, with respect to the Acquired Fund.  ING Investments has not allocated any of the Acquired Fund’s assets for management by these sub-advisers.  ING Investments has not entered into sub-advisory agreements with either of these additional sub-advisers with respect to the Acquiring Fund.

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How do the Principal Risks of Investing in the Funds compare?

As discussed above, the Board approved changes to the principal investment strategies of the Acquired Fund to make them substantially identical to those of the Acquiring Fund .  Consequently, both Funds have identical principal risks.  Prior to March 26, 2013, the Acquired Fund had different principal risks.  For more information on the principal investment strategies and principal risks of the Acquired Fund prior to March 26, 2013, see  Appendix C .

Risks

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

Convertible Securities Convertible securities are securities that are convertible into or exercisable for common stocks at a stated price or rate. Convertible securities are subject to the usual risks associated with debt securities, such as interest rate and credit risk. In addition, because convertible securities react to changes in the value of the stocks into which they convert, they are subject to market risk.

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

Currency To the extent that the Fund invests directly in foreign currencies or in securities denominated in, or that trade in, foreign (non-U.S.) currencies, it is subject to the risk that those currencies will decline in value relative to the U.S. dollar or, in the case of hedging positions, that the U.S. dollar will decline in value relative to the currency being hedged.

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Risks

Derivative Instruments Derivative instruments are subject to a number of risks, including the risk of changes in the market price of the underlying securities, credit risk with respect to the counterparty, risk of loss due to changes in interest rates and liquidity risk. The use of certain derivatives may also have a leveraging effect which may increase the volatility of the Fund and reduce its returns.

Foreign Investments/Developing and Emerging Markets Investing in foreign (non-U.S.) securities may result in the Fund experiencing more rapid and extreme changes in value than a fund that invests exclusively in securities of U.S. companies due to: smaller markets; differing reporting, accounting, and auditing standards; nationalization, expropriation, or confiscatory taxation; foreign currency fluctuations, currency blockage, or replacement; potential for default on sovereign debt; or political changes or diplomatic developments. Foreign investment risks may be greater in developing and emerging markets than in developed markets.

Interest Rate With bonds and other fixed rate debt instruments, a rise in interest rates generally causes values to fall; conversely, values generally rise as interest rates fall. The higher the credit quality of the instrument, and the longer its maturity or duration, the more sensitive it is likely to be to interest rate risk.

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

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

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

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

Securities Lending Securities lending involves two primary risks: “investment risk” and “borrower default risk.” Investment risk is the risk that the Fund will lose money from the investment of the cash collateral received from the borrower. Borrower default risk is the risk that the Fund will lose money due to the failure of a borrower to return a borrowed security in a timely manner.

Sovereign Debt These securities are issued or guaranteed by foreign government entities. Investments in sovereign debt are subject to the risk that a government entity may delay payment, restructure its debt, or refuse to pay interest or repay principal on its sovereign debt. Some of these reasons may include cash flow problems, insufficient foreign currency reserves, political considerations, the relative size of its debt position to its economy or its failure to put in place economic reforms required by the International Monetary Fund or other multilateral agencies. If a government entity defaults, it may ask for more time in which to pay or for further loans. There is no legal process for collecting sovereign debts that a government does not pay or bankruptcy proceeding by which all or part of sovereign debt that a government entity has not repaid may be collected.

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

Value Investing Securities that appear to be undervalued may never appreciate to the extent expected. Further, because the prices of value-oriented securities tend to correlate more closely with economic cycles than growth-oriented securities, they generally are more sensitive to changing economic conditions, such as changes in interest rates, corporate earnings and industrial production.

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How do the Net Assets of the Funds compare?

How do the Funds’ portfolio turnover rates compare?

(1)          This portfolio turnover rate was achieved under the International Value Fund’s previous principal investment strategies.  The Fund’s principal investment strategies were changed on March 26, 2013, and the changes could affect the Fund’s future portfolio turnover rate.

How does International Value Fund Performance compare to International Value Equity Fund?

The following information is intended to help you understand the risks of investing in the Funds. The following bar charts show the changes in each Fund’s performance from year to year, and the table compares each Fund’s performance to the performance of a broad-based securities market index/indices for the same period. Each Fund’s performance information reflects applicable fee waivers and/or expense limitations in effect during the period presented. Absent such fee waivers/expense limitations, if any, performance would have been lower. The bar chart shows the performance of each Fund’s Class A shares. Sales charges are not reflected in the bar chart. If they were, returns would be less than those shown. However, the table includes all applicable fees and sales charges. Other class shares’ performance would be higher or lower than Class A shares’ performance because of the higher or lower expenses paid by Class A shares. Each Fund’s past performance (before and after taxes) is no guarantee of future results. For the most recent performance figures, go to www.INGFunds.com/literature or call 1-800-992-0180. The historical performance of both Funds shown below was primarily achieved while the Funds were under the day-to-day management of different sub-advisers and operated pursuant to different principal investment strategies than the current sub-adviser and strategies for the Funds.  This historical performance would likely have been different under the current investment strategies of the Funds.

International Value Fund - Calendar Year Total Returns(1)
(as of December 31 of each year)

Best quarter: 2 nd  2009, 25.68% and Worst quarter: 3 rd  2011, (19.54%)

International Value Fund’s Class A shares’ year-to-date total return as of March 31, 2013: [                      ]

(1) The performance shown for periods from January 21, 2011 was achieved while the Fund was under the day-to-day portfolio management of Brandes, del Rey, and ING IM.  From October 27, 2008 through January 20, 2011, Brandes and ING IM served as co-sub-advisers to the Fund.  For periods prior to October 27, 2008, the Fund was sub-advised solely by Brandes.  Since its inception, the Fund has operated pursuant to several different principal investment strategies.

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(1)          The index returns include the reinvestment of dividends and distributions net of withholding taxes, but do not reflect fees, brokerage commissions, or other expenses.

(2)          Reflects index performance since the date closet to the Class’ inception for which data is available.

International Value Equity Fund - Calendar Year Total Returns(2)
(as of December 31 of each year)

Best quarter: 2 nd  2009, 26.13% and Worst quarter: 3 rd  2008, (18.10%)

International Value Equity Fund’s Class A shares’ year-to-date total return as of March 31, 2013: [                      ]

(2) The performance shown for periods from April 2006 was achieved while the Fund was under the day-to-day portfolio management of Tradewinds, subject to different principal investment strategies that included the capability to invest significantly in securities of companies located in the United States.  From February 2005 through April 2006, NWQ Investment Management Company, LLC, served as sub-adviser and performed the day-to-day portfolio management for the Fund.  From October 2000 through February 2005, these services were performed by ING Aeltus Investment Management, and Nicholas Applegate Capital Management performed these services for periods prior to October 2000.  Since its inception, the Fund has operated pursuant to several different principal investment strategies.

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(1)          The index returns include the reinvestment of dividends and distributions net of withholding taxes, but do not reflect fees, brokerage commissions, or other expenses.

(2)          Reflects index performance since the date closet to the Class’ inception for which data is available.

(3)          On November 30, 2012, the International Value Equity Fund changed its primary benchmark from the MSCI ACW Index SM  to the MSCI EAFE ®  Index because the MSCI EAFE ®  Index is considered by the Adviser to be a more appropriate benchmark reflecting the types of securities in which the International Value Equity Fund invests.

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown, and the after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or individual retirement accounts. In some cases the after-tax returns may exceed the return before taxes due to an assumed tax benefit from any losses on a sale of Fund shares at the end of the measurement period. After-tax returns are shown for Class A shares only. After-tax returns for other classes will vary.

ING IM’s Performance on a Substantially Similarly Managed Fund

ING IM manages the International Value Fund and the International Value Equity Fund in a substantially similar manner to, and the Funds will have substantially similar investment objectives, policies and investment strategies as, an existing mutual fund managed by ING IM (the “Comparable Portfolio”).  Unlike the Funds, the Comparable Portfolio is not offered directly to the public, but rather the purchase and sale of shares of the Comparable Portfolio may be made only by separate accounts of insurance companies serving as investment options under variable contracts or by qualified plans or other permitted investors.

The historical performance of Class I shares of the Comparable Portfolio is presented below.  You should not consider the performance of the Comparable Portfolio as an indication of the future performance of the International Value Equity Fund.  The performance figures shown below reflect the deduction of the historical fees and expenses paid by the Comparable Portfolio and not those to be paid by the International Value Equity Fund.  The Comparable Portfolio’s performance information reflects applicable fee waivers and/or expense limitations in effect during the period presented. Absent such fee waivers/expense limitations, if any, performance would have been lower.  Performance information shown below for the Comparable Portfolio does not include insurance-related charges imposed under a variable contract or expenses related to a qualified plan. If these charges or expenses were included, performance would be lower.  The results shown below reflect the reinvestment of dividends and distributions and, aside from fee and expenses differences, were calculated in the same manner that will be used by the Funds to calculate their own performance.  Performance is net of all other fees but does not include sales charges.

While both the International Value Fund and the International Value Equity Fund currently are managed in a manner similar to the Comparable Portfolio, investors should be aware that the Funds are not the same fund and will not have the same performance as each other or as the Comparable Portfolio.  Investments made by one of the Funds at any given time may not be the same as

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those made by the other Fund or the Comparable Portfolio.  Different performance will result due to factors such as differences in the cash flows into and out of the Funds, different fees and expenses, and differences in portfolio size and positions.  In addition, you should note that the total operating expenses of the Comparable Portfolio may be lower than the total operating expenses of the Funds.  In such instances, the performance of the Comparable Portfolio would be negatively impacted if the total operating expenses of the Funds had been used to compute the Comparable Portfolio’s performance.  One of the three persons primarily responsible for the management of the Comparable Portfolio became a portfolio manager of the Comparable Portfolio in December 2010.  The other two portfolio managers of the Comparable Portfolio have served in that capacity from January 2009.  Prior to January 2009, the Comparable Portfolio had different portfolio managers.

The table below also compares the Comparable Portfolio’s Class I shares’ performance to the performance of broad-based securities market indices for the same period.

(1) Index returns include the reinvestment of dividends and distributions net of withholding taxes, but do not reflect fees, brokerage commissions, or other expenses.

How do the Management Fees of the Funds compare?

The following table compares the management fees of the Funds.