AHL Aspen Insurance Holdings Limited Ordinary Shares

ING GROWTH AND INCOME CORE PORTFOLIO

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
1-800-992-0180

January 28, 2013

Dear Shareholder:

On behalf of the Board of Directors (the “Board”), we are pleased to invite you to a special meeting of shareholders (the “Special Meeting”) of ING Growth and Income Core Portfolio (formerly, ING Thornburg Value Portfolio) (“Growth and Income Core Portfolio”) and ING UBS U.S. Large Cap Equity Portfolio (“UBS U.S. Large Cap Equity Portfolio”).  The Special Meeting is scheduled for 10:00 A.M., Local time, on February 27, 2013, at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.

At the Special Meeting shareholders of Growth and Income Core Portfolio will be asked to vote on the proposed reorganization of Growth and Income Core Portfolio with and into ING Growth and Income Portfolio (“Growth and Income Portfolio”), and shareholders of UBS U.S. Large Cap Equity Portfolio will be asked to vote on the proposed reorganization (together with the Growth and Income Core Portfolio reorganization, the “Reorganizations,” each a “Reorganization”) of UBS U.S. Large Cap Equity Portfolio with and into Growth and Income Portfolio (together with Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio, the “Portfolios,” each a “Portfolio”).  Each Portfolio is a member of the mutual fund group called the “ING Funds.”

In addition Growth and Income Core Portfolio shareholders will be asked to approve a new sub-advisory agreement for Growth and Income Core Portfolio with ING Investment Management Co. LLC (“ING IM” or “Sub-Adviser”).  ING IM currently serves as the sub-adviser to Growth and Income Core Portfolio under an interim sub-advisory agreement between Directed Services LLC, Growth and Income Core Portfolio’s investment adviser, and ING IM.  This interim sub-advisory agreement will not terminate until after the anticipated closing date for the proposed Reorganization.  Shareholders are being asked to approve this “permanent” sub-advisory agreement for ING IM to serve beyond the interim period in the event shareholders do not approve the Reorganization of the Growth and Income Core Portfolio.  Since sub-advisory fees are paid by Directed Services LLC, and not Growth and Income Core Portfolio, the appointment of ING IM as “permanent” Sub-Adviser would not increase the fees paid by the Portfolio or indirectly by its shareholders.

Shares of Growth and Income Core Portfolio and/or UBS U.S. Large Cap Equity Portfolio have been purchased by you or at your direction through your qualified pension or retirement plan (collectively, “Qualified Plans”), or at your direction by your insurance company through its separate accounts to serve as investment options under your variable annuity contract or variable life insurance policy.  If the pertinent Reorganization is approved by shareholders, the separate account in which you have an interest or the Qualified Plan in which you are a participant will own shares of Growth and Income Portfolio instead of shares of Growth and Income Core Portfolio and/or UBS U.S. Large Cap Equity Portfolio beginning on the date the Reorganization occurs.  The Reorganization would provide the separate account in which you have an interest or the Qualified Plan in which you are a participant with an opportunity to participate in a portfolio with greater scale which seeks to maximize total return.

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.  After careful consideration, the Board has concluded that the Reorganizations are in the best interests of Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio and their respective shareholders and recommends that you vote “FOR” the Reorganizations.

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 take a few minutes to read the Proxy Statement/Prospectus and cast your vote.  It is important that your vote be received no later than February 26, 2013.

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

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ING GROWTH AND INCOME CORE PORTFOLIO

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO

7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
1-800-992-0180

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Scheduled for February 27, 2013

To the Shareholders:

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the “Special Meeting”) of ING Growth and Income Core Portfolio (formerly, ING Thornburg Value Portfolio) (“Growth and Income Core Portfolio”) and ING UBS U.S. Large Cap Equity Portfolio (“UBS U.S. Large Cap Equity Portfolio”) is scheduled for 10:00 A.M., Local time, on February 27, 2013 at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.

At the Special Meeting, as a shareholder of one or both of Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio, you will be asked to consider and vote upon one or both of the following proposals:

1.               To approve an Agreement and Plan of Reorganization by and between Growth and Income Core Portfolio and ING Growth and Income Portfolio (“Growth and Income Portfolio”), providing for the reorganization of Growth and Income Core Portfolio with and into Growth and Income Portfolio;

2.               To approve a new sub-advisory agreement between Directed Services LLC (“DSL” or “Adviser”), the investment adviser to Growth and Income Core Portfolio, and ING Investment Management Co. (“ING IM” or “Sub-Adviser”), Growth and Income Core Portfolio’s proposed sub-adviser (together with the Reorganization, the “Proposals”);

3.               To approve an Agreement and Plan of Reorganization (together with the Growth and Income Portfolio reorganization agreement, the “Reorganization Agreements,” each a “Reorganization Agreement”),  by and between UBS U.S. Large Cap Equity Portfolio and Growth and Income Portfolio, providing for the reorganization of UBS U.S. Large Cap Equity Portfolio with and into Growth and Income Portfolio (together with the Growth and Income Core Portfolio reorganization, the “Reorganizations,” each a “Reorganization”) (together with the new sub-advisory agreement, the “Proposals”); and

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

Only shareholders of Growth and Income Core Portfolio will vote on the Growth and Income Core Portfolio Reorganization and the sub-advisory agreement with ING IM, and only shareholders of UBS U.S. Large Cap Equity Portfolio will vote on the UBS U.S. Large Cap Equity Portfolio Reorganization.  Shareholder approval or completion of one Reorganization is not contingent upon, and will not affect, shareholder approval or completion of the other Reorganization.

Please read the enclosed Proxy Statement/Prospectus carefully for information concerning the Proposals to be placed before the Special Meeting.

The Board of Directors has concluded that the Proposals are in the best interests of Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio and their respective shareholders and recommends that you vote “FOR” the Proposals .

Shareholders of record as of the close of business on December 3, 2012, 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 February 26, 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 Growth and Income Core Portfolio or UBS U.S. Large Cap Equity Portfolio or by voting in person at the Special Meeting.

January 28, 2013

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PROXY STATEMENT/PROSPECTUS

January 28, 2013

PROXY STATEMENT FOR:

ING GROWTH AND INCOME CORE PORTFOLIO (FORMERLY, ING THORNBURG VALUE PORTFOLIO)

AND

ING UBS U.S. LARGE CAP EQUITY PORTFOLIO
(Series of ING Partners, Inc.)
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
1-800-992-0180

Special Meeting of Shareholders
of ING Growth and Income Core Portfolio

and

ING UBS U.S. Large Cap Equity Portfolio
Scheduled for February 27, 2013

PROSPECTUS FOR:

ING GROWTH AND INCOME PORTFOLIO
(A series of ING Variable 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 February 27, 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.

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INTRODUCTION

What’s happening?

On September 6, 2012, the Board of Directors (the “Board”) of ING Growth and Income Core Portfolio (formerly, ING Thornburg Value Portfolio) (“Growth and Income Core Portfolio”) and ING UBS U.S. Large Cap Equity Portfolio (“UBS U.S. Large Cap Equity Portfolio”), and on September 13, 2012, the Board of Directors (the “ING Funds Board”) of ING Growth and Income Portfolio (“Growth and Income Portfolio”) (each, a “Portfolio,” and collectively, the “Portfolios”) approved two Agreements and Plans of Reorganization (the “Reorganization Agreements”), which provide for the reorganization of Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio with and into the Growth and Income Portfolio (together, the “Reorganizations,” each a “Reorganization”).  Each Reorganization requires shareholder approval and, if approved, is expected to be effective on March 23, 2013, or such other date as the parties may agree (the “Closing Date”).

Also on September 6, 2012, the Board, including a majority of the directors who are not “interested persons” of Growth and Income Core Portfolio, as defined in the 1940 Act (“Independent Directors”), determined to terminate the investment sub-advisory agreement with Thornburg Investment Management, Inc. (“Thornburg”) and approved an interim sub-advisory agreement between Directed Services LLC (“DSL” or “Adviser”) and ING Investment Management Co. LLC (“ING IM” or “Sub-Adviser”) (“Interim Agreement”) pursuant to which ING IM currently serves as sub-adviser to Growth and Income Core Portfolio.  The Interim Agreement will expire on May 2, 2013 or earlier, if shareholders approve the Proposals.  On September 6, 2012, the Board, including all of the Independent Directors also approved a permanent sub-advisory agreement between DSL and ING IM (“Proposed Sub-Advisory Agreement”), subject to shareholder approval.  Shareholders of Growth and Income Core Portfolio must approve the Proposed Sub-Advisory Agreement for it to become effective.

In connection with the determination to appoint ING IM as the interim Sub-Adviser, the Board approved changes to the principal investment strategies of the Growth and Income Core Portfolio from the strategies employed by Thornburg to the strategies employed by ING IM.  These changes went into effect as of the close of business on November 16, 2012.  Following a transition period in which a transition manager bought and sold portfolio securities to prepare the Growth and Income Core Portfolio for the day-to-day management by ING IM under the Portfolio’s new investment strategies, ING IM began serving as the interim sub-adviser to the Portfolio as of the close of business on November 30, 2012.  Proposal One contains a comparison of the former principal investment strategies under the day-to-day portfolio management of Thornburg with the current principal investment strategies of the Portfolio under the day-to-day portfolio management of ING IM, as well as the principal investment strategies of the proposed surviving fund.

Why did you send me this booklet?

Shares of Growth and Income Core Portfolio and/or UBS U.S. Large Cap Equity Portfolio have been purchased by you or at your direction through your qualified pension or retirement plan (“Qualified Plans”), or at your direction by your insurance company through its separate accounts (“Separate Accounts”) to serve as investment options under your variable annuity and/or variable life contract (“Variable Contracts”).

This booklet includes a combined proxy statement and prospectus (“Proxy Statement/Prospectus”) and a Proxy Ballot or Voting Instruction Card for Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio.  It provides you with information you should review before providing voting instructions on the matters listed below and in the Notice of Special Meeting.

The insurance companies and Qualified Plans or their trustees, as record owners of Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio shares, are, in most cases, the true “shareholders” of Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio; however, participants in Qualified Plans (“Plan Participants”) or holders of Variable Contracts (“Variable Contracts Holders”) may be asked to instruct their Qualified Plan trustee or insurance company, as applicable, as to how they would like the shares attributed to their Qualified Plan or Variable Contract to be voted.  For clarity and ease of reading, references to “shareholder” or “you” throughout this Proxy Statement/Prospectus do not refer to the technical shareholder but rather refer to the

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persons who are being asked to provide voting instructions on the proposals, unless the context indicates otherwise.  Similarly, for ease of reading, references to “voting” or “vote” do not refer to the technical vote but rather to the voting instructions provided by Variable Contracts Holders or Plan Participants.

Because you, as a shareholder of Growth and Income Core Portfolio and/or UBS U.S. Large Cap Equity Portfolio, are being asked to approve the Reorganization Agreement that will result in a transaction in which you will ultimately hold shares of Growth and Income Portfolio, this Proxy Statement also serves as a prospectus for Growth and Income Portfolio.  Growth and Income Portfolio is an open-end management investment company, which seeks, to maximize total return, as described more fully below.

What proposals will be considered at the Special Meeting?

A special meeting of shareholders (the “Special Meeting”) of Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio is scheduled for the following purposes:

1.               To approve the Reorganization Agreement by and between Growth and Income Core Portfolio and Growth and Income Portfolio, providing for the reorganization of Growth and Income Core Portfolio with and into Growth and Income Portfolio (“Proposal One”);

2.               To approve a new sub-advisory agreement between DSL, the investment adviser to Growth and Income Core Portfolio and ING IM, Growth and Income Core Portfolio’s proposed sub-adviser (“Proposal Two”);

3.               To approve the Reorganization Agreement by and between UBS U.S. Large Cap Equity Portfolio and Growth and Income Portfolio, providing for the reorganization of UBS U.S. Large Cap Equity Portfolio with and into Growth and Income Portfolio (“Proposal Three,” together with Proposals One and Two, the “Proposals”); and

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

Who is eligible to vote?

Shareholders holding an investment in shares of Growth and Income Core Portfolio and/or UBS U.S. Large Cap Equity Portfolio as of the close of business on December 3, 2012 (the “Record Date”) are eligible to vote on the respective Reorganization Agreement.

How do I vote?

If a shareholder wishes to participate in the Special Meeting, he or she may submit the Voting Instruction Card originally sent with the Proxy Statement/Prospectus or attend the Special Meeting in person.  Shareholders can vote by completing, signing, and returning the enclosed Voting Instruction Card promptly in the enclosed envelope, through telephone touch-tone voting, via Internet voting, or by attending the Special Meeting in person and voting.  Joint owners must each sign the Voting Instruction Card.  To vote by telephone or Internet, follow the voting instructions as outlined on your Voting Instruction Card.  These options require shareholders to input a control number, which is located on your Voting Instruction Card.  After entering this number, shareholders will be prompted to provide their voting instructions on the proposals, as applicable.  Shareholders will have the opportunity to review their voting instructions and make any necessary changes before submitting their voting instructions and terminating their telephone call or Internet link.  Shareholders who vote on the Internet, in addition to confirming their voting instructions prior to submission, may also request an e-mail confirming their instructions.

How does the Board recommend that I vote?

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

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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 February 27, 2013 , at 10:00 A.M., Local time, and, if the Special Meeting is adjourned or postponed, any adjournment(s) or postponement(s) 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 Portfolios?

Should you have any questions about the Portfolios, please do not hesitate to contact Shareholder Services toll free at (800) 992-0180.  The prospectuses, annual and semi-annual reports, and other information regarding the Portfolios are available on the Internet at http://www.ingfunds.com/lit.

SUMMARY OF THE PROPOSALS

The Proposed Reorganizations

You should read this entire Proxy Statement/Prospectus carefully.  You should also review the Reorganization Agreements, which are attached hereto as Appendix A.  For more information about Growth and Income Portfolio, please consult the Prospectus dated April 30, 2012.

On September 6, 2012, the Board approved the Reorganization Agreements.

Subject to shareholder approval, the Reorganization Agreement for the Growth and Income Core Portfolio Reorganization with and into the Growth and Income Portfolio provides for:

·                   the transfer of all of the assets of Growth and Income Core Portfolio to Growth and Income Portfolio in exchange for shares of beneficial interest of Growth and Income Portfolio;

·                   the assumption by Growth and Income Portfolio of all of the known liabilities of Growth and Income Core Portfolio;

·                   the distribution of shares of Growth and Income Portfolio to the shareholders of Growth and Income Core Portfolio; and

·                   the complete liquidation of Growth and Income Core Portfolio.

Subject to shareholder approval, the Reorganization Agreement for the UBS U.S. Large Cap Equity Portfolio Reorganization with and into the Growth and Income Portfolio provides for:

·                   the transfer of all of the assets of UBS U.S. Large Cap Equity Portfolio to Growth and Income Portfolio in exchange for shares of beneficial interest of Growth and Income Portfolio;

·                   the assumption by Growth and Income Portfolio of all of the known liabilities of UBS U.S. Large Cap Equity Portfolio;

·                   the distribution of shares of Growth and Income Portfolio to the shareholders of UBS U.S. Large Cap Equity Portfolio; and

·                   the complete liquidation of UBS U.S. Large Cap Equity Portfolio.

If shareholders approve the Reorganizations, each owner of Class ADV, Class I, Class S, and Class S2 shares of Growth and Income Core Portfolio and each owner of Class ADV, Class I, and Class S shares of UBS U.S. Large Cap Equity Portfolio would become a shareholder of the corresponding share class of Growth and Income Portfolio.  The Reorganizations are expected to be effective on the Closing Date. If the Reorganization is approved by their respective shareholders, each shareholder of Growth and Income Core Portfolio and UBS U.S. Large Cap Equity Portfolio will hold, immediately after the Closing Date, shares of Growth and Income Portfolio having an

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aggregate value equal to the aggregate value of the shares of Growth and Income Core Portfolio and/or UBS U.S. Large Cap Equity Portfolio held by that shareholder as of the close of business on the Closing Date.

In considering whether to approve the Reorganizations, you should note the following.

In the case of the Reorganization of Growth and Income Core Portfolio with and into Growth and Income Portfolio:

·                   Growth and Income Portfolio and Growth and Income Core Portfolio have the same investment objective.

·                   ING Investments Co. LLC (“ING Investments”) serves as the adviser to Growth and Income Portfolio and DSL serves as the adviser to Growth and Income Core Portfolio.  ING IM serves as investment sub-adviser to Growth and Income Core Portfolio on an interim basis and as investment sub-adviser to Growth and Income Portfolio.  ING Investments and ING IM are indirect subsidiaries of ING Groep, N.V. (“ING Groep”);

·                   The Growth and Income Portfolio has a lower advisory fee than the Growth and Income Core Portfolio;

·                   Current shareholders of Growth and Income Core Portfolio are expected to experience lower gross expenses as shareholders of Growth and Income Portfolio after the Reorganizations; and

·                   Growth and Income Portfolio’s performance is superior to that of Growth and Income Core Portfolio over the prior one-, and three-year periods and for the year-to-date as of June 30, 2012;

·                   Growth and Income Portfolio is significantly larger, with approximately $3,996,000,000 in assets compared to $188,400,000 in assets for Growth and Income Core Portfolio as of June 30, 2012;

·                   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 (“Code”); accordingly, pursuant to this treatment, neither the Growth and Income Core Portfolio nor its respective shareholders are expected to recognize any gain or loss for federal income tax purposes from the transactions contemplated by the Reorganization Agreement.

In the case of the Reorganization of UBS U.S. Large Cap Equity Portfolio with and into Growth and Income Portfolio:

·                   Growth and Income Portfolio and UBS U.S. Large Cap Equity Portfolio have similar investment objectives.

·                   ING Investments serves as the adviser to, and UBS serves as the investment sub-adviser to, UBS U.S. Large Cap Equity Portfolio. ING Investments in the adviser to, and ING IM in the investment sub-adviser to Growth and Income Portfolio;

·                   The Growth and Income Portfolio has a lower advisory fee than the UBS U.S. Large Cap Equity Portfolio;

·                   Current shareholders of UBS U.S. Large Cap Equity Portfolio are expected to experience lower gross and net expenses as shareholders of Growth and Income Portfolio after the Reorganizations;

·                   Growth and Income Portfolio’s performance is superior to that of UBS U.S. Large Cap Equity Portfolio over the prior one-, and three-year periods and for the year-to-date as of June 30, 2012;

·                   Growth and Income Portfolio is significantly larger, with approximately $3,996,000,000 in assets compared to $140,900,000 in assets for UBS U.S. Large Cap Equity Portfolio as of June 30, 2012;

·                   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 (“Code”); accordingly, pursuant to this treatment, neither the UBS U.S. Large Cap Equity Portfolio nor its respective shareholders are expected to recognize any gain or loss for federal income tax purposes from the transactions contemplated by the Reorganization Agreement.

The Proposed Sub-Advisory Agreement

Until the close of business on November 16, 2012, Growth and Income Core Portfolio was sub-advised by Thornburg.  During a meeting held September 6, 2012, the Board, including a majority of the Independent Directors, determined to terminate the investment sub-advisory agreement with Thornburg largely for reasons of recent underperformance, and approved an interim sub-advisory agreement between DSL and ING IM (“Interim Agreement”) pursuant to which ING IM currently serves as sub-adviser to Growth and Income Core Portfolio.  The Interim Agreement will expire on May 2, 2013 or earlier, if shareholders approve the Proposals.  On September 6, 2012, the Board, including all of the Independent Directors, approved a permanent sub-advisory agreement between

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DSL and ING IM (“Proposed Sub-Advisory Agreement”), subject to shareholder approval.  Shareholders of Growth and Income Core Portfolio must approve the Proposed Sub-Advisory Agreement for it to become effective.  Shareholders are being asked to approve the Proposed Sub-Advisory Agreement for ING IM to serve beyond the interim period in the event shareholders do not approve the Reorganization of the Growth and Income Core Portfolio.

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PROPOSAL ONE — APPROVAL OF THE REORGANIZATION OF ING GROWTH AND INCOME CORE PORTFOLIO WITH AND INTO ING GROWTH AND INCOME PORTFOLIO

What is the proposed Reorganization?

Shareholders of Growth and Income Core Portfolio are being asked to approve a Reorganization Agreement, providing for the reorganization of Growth and Income Core Portfolio with and into Growth and Income Portfolio.  If the Reorganization is approved, shareholders in Growth and Income Core Portfolio will become shareholders in Growth and Income Portfolio as of the close of business on the Closing Date.

Why is a Reorganization proposed?

DSL seeks to address Growth and Income Core Portfolio’s recent underperformance and to provide greater benefits to shareholders from the: (i) potential for improved performance; (ii) greater potential to achieve long-term scale; and (iii) immediate financial benefit through lower expenses.  At the September 6, 2012 Board meeting, the Reorganization was presented for consideration to the Board by DSL.  The Board, including a majority of the Directors who are not “interested persons,” as defined by the 1940 Act (the “Independent Directors”) of the Portfolio, determined that the interests of the shareholders of the Portfolios would not be diluted as a result of the Reorganization and that the Reorganization would be in the best interests of the Portfolios and their shareholders.  The Reorganization will allow Growth and Income Core Portfolio’s shareholders to remain invested in a professionally managed portfolio that seeks to maximize total return.

How do the Investment Objectives compare?

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

How do the fees and expenses compare?

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Portfolios.  Current expenses of the Portfolios are based upon operating expenses incurred by the Portfolios for the year ended December 31, 2011 and adjusted for current terms of contractual waivers.  Pro forma fees and expenses, which are estimated fees and expenses of Growth and Income Portfolio after giving effect to the Reorganization, assume hypothetically that the reorganization occurred on June 30, 2012.

The Portfolios have identical shareholder fees.  The information below does not reflect fees or expenses that are, or may be, imposed under your variable annuity contracts or variable life insurance policies (“Variable Contract”) or a qualified pension or retirement plan (“Qualified Plan”). For more information on these charges, please refer to the documents governing your Variable Contract or consult your plan administrator.

Annual Portfolio Operating Expenses(1)

Expenses you pay each year as a % of the value of your investment.

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

(2)                                  For Growth and Income Core Portfolio, the Adviser is contractually obligated to limit expenses to 1.40%, 0.90%, 1.15% and 1.30% for Class ADV, Class I, Class S and Class S2 shares, respectively, through May 1, 2013. The obligation will automatically renew for one-year terms unless it is terminated by the Portfolio 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 November 30, 2012, the Adviser is contractually obligated to further limit expenses to 1.04%, 0.59%, 0.84% and 0.99% for Class ADV, Class I, Class S and Class S2 shares, respectively, through May 1, 2014. There is no guarantee this obligation will continue after May 1, 2014. The obligation will only renew if the Adviser elects to renew it. These obligations do not extend to interest, taxes, brokerage commissions, extraordinary expenses, and Acquired Fund Fees and Expenses.

(3)                                  For Growth and Income Core Portfolio, pursuant to a side agreement effective November 30, 2012, the Distributor is contractually obligated to waive 0.05% of the distribution fee for Class ADV shares through May 1, 2014. There is no guarantee that the distribution fee waiver will continue after May 1, 2014. The distribution fee waiver will continue only if the Distributor elects to renew it. Additionally, for Growth and Income Core Portfolio, the Distributor is contractually obligated to waive 0.10% of the distribution fee for Class S2 shares through May 1, 2013.

(4)                                  For Growth and Income Portfolio, the Distributor is contractually obligated to waive 0.05% of the distribution fee for Class ADV shares of the Portfolio through May 1, 2014.  There is no guarantee that the distribution fee waiver will continue after May 1, 2014.  The distribution fee waiver will continue only if the Distributor elects to renew it. The Distributor is contractually obligated to waive 0.10% of the distribution fee for Class S2 shares of the Portfolio through May 1, 2014.  There is no guarantee that the distribution fee waiver will continue after May 1, 2014.  The distribution fee waiver will continue only if the Distributor elects to renew it.

Expense Examples

The Examples are intended to help you compare the cost of investing in shares of a Portfolio with the costs of investing in other mutual funds.  The Examples do not reflect expenses and charges which are, or may be, imposed under your Variable Contract or Qualified Plan.  The Examples assume that you invest $10,000 in a Portfolio for the time periods indicated.  The Examples also assume that your investment had a 5% return each year and that the Portfolio’s operating expenses remain the same.  Although your actual costs may be higher or lower, based on these assumptions your costs would be:

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The Examples reflect applicable expense limitation agreements and/or waivers in effect, if any, for the one-year period and the first year of the three-, five-, and ten-year periods.

How do the Principal Investment Strategies compare?

As discussed above, in anticipation of the merger, the Board approved a change in the principal investment strategies of Growth and Income Core Portfolio in connection with the appointment of ING IM as the interim sub-adviser to the Portfolio.  Consequently, both Portfolios currently have identical principal investment strategies.  Prior to November 30, 2012, Growth and Income Core Portfolio pursued its investment objective through different investment strategies that reflected the approach of Thornburg, the prior sub-adviser.  The following table compares the principal investment strategies of the Growth and Income Core Portfolio prior to the close of business on November 16, 2012 while sub-advised by Thornburg to: (1) the current principal investment strategies of the Growth and Income Core Portfolio; and (2) the current principal investment strategies of the Growth and Income Portfolio.  Information regarding the former principal investment strategies of the Growth and Income Core Portfolio is presented for comparative purposes only so you can understand the historical context for information about the Growth and Income Core Portfolio.  Shareholders are not being asked to approve a change in the investment strategies of the Growth and Income Core Portfolio through this Proxy Statement/Prospectus, as these changes were implemented as of the close of business on November 16, 2012 and will be in effect regardless of whether shareholders approve this Proposal.

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

As discussed above, in anticipation of the merger, the Board approved changes in the principal investment strategies of Growth and Income Core Portfolio to align them with those of Growth and Income Portfolio.  Consequently, both Portfolios have identical principal investment strategies and principal risks.  Prior to November 16, 2012, Growth and Income Core Portfolio had different principal risks, which were applicable to its former investment strategies that reflected the approach used by Thornburg, the former sub-adviser.  For comparative purposes only, the chart below compares the principal risks of the Growth and Income Core Portfolio under the principal investment strategies it employed prior to the close of business on November 16, 2012 with the principal risks of both Portfolios currently.

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How does Growth and Income Core Portfolio’s Performance compare to Growth and Income Portfolio ?

The following information is intended to help you understand the risks of investing in the Portfolios.  The following bar chart shows the changes in each Portfolio’s performance from year to year, and the table compares each Portfolio’s performance to the performance of a broad-based securities market index/indices for the same period.  Each 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.  The Growth and Income Core Portfolio bar chart shows the performance of that Portfolio’s Class ADV shares, and the Growth and Income Portfolio bar chart shows the performance of that Portfolio’s Class I shares (2002-2006) and Class ADV shares (2007-2011).  Class I shares’ performance has been adjusted to reflect the higher expenses of Class ADV 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 ADV or Class I shares’ performance because of the higher or lower expenses paid by Class ADV or Class I shares.  Each Portfolio’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.

ING Growth and Income Core Portfolio (formerly, ING Thornburg Value Portfolio) - Calendar Year Total Returns(1)

(as of December 31 of each year)

Best quarter: 2nd, 2009, 27.49% and Worst quarter: 3rd, 2011, (22.01)%

The Portfolio’s Class ADV shares’ year-to-date total return as of September 30, 2012: 7.98%

ING Growth and Income Portfolio - Calendar Year Total Returns(2)

(as of December 31 of each year)

(1)  The performance shown for the period from August 7, 2006 was achieved while the Portfolio was under the day-to-day portfolio management of Thornburg and subject to different principal investment strategies.  Prior to August 7, 2006, the Portfolio was under the day-to-day portfolio management of a different sub-adviser.

(2)  The bar chart shows the Portfolio’s adjusted Class I Shares’ performance (2002-2006) and Class ADV Shares’ performance (2007-2011).

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Best quarter: 2nd 2009, 17.14% and Worst quarter: 4th 2008, (21.76)%

The Portfolio’s Class ADV shares’ year-to-date total return as of September 30, 2012: 16.72%

(1)                                  The index returns do not reflect deductions for fees, expenses, or taxes.

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

How does the Management of the Portfolios compare?

The following table compares the management of the Portfolios.

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Adviser to Growth and Income Core Portfolio

DSL, a Delaware limited liability company, serves as the investment adviser to the Portfolio. DSL has overall responsibility for the management of the Portfolio.  DSL provides or oversees all investment advisory and portfolio management services for the Portfolio and assists in managing and supervising all aspects of the general day-to-day business activities and operations of the Portfolio, including custodial, transfer agency, dividend disbursing, accounting, auditing, compliance and related services.  DSL is registered with the SEC as an investment adviser and with Financial Industry Regulatory Authority (“FINRA”) as a broker-dealer.

DSL’s principal office is located at 1475 Dunwoody Drive, West Chester, PA 19380. As of December 31, 2011, DSL managed approximately $37.5 billion in registered investment company assets.

Adviser to Growth and Income Portfolio

ING Investments, an Arizona limited liability company, serves as the investment adviser to the Portfolio.  ING Investments, subject to the supervision of the Board, oversees the Portfolio’s day-to-day operations and all of the investment advisory and portfolio management services for the Portfolio.  ING Investments and DSL are under common control.

ING Investments’ principal office is located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034. As of December 31, 2011, ING Investments managed approximately $44.5 billion in assets.

DSL and ING Investments are indirect, wholly-owned subsidiaries of ING U.S., Inc. (“ING U.S.”). ING U.S. is a U.S.-based financial institution whose subsidiaries operate in the retirement, investment, and insurance industries. As of the date of the Proxy Statement/Prospectus ING U.S. is a wholly-owned subsidiary of ING Groep, which is a global financial institution of Dutch origin, with operations in more than 40 countries.

In October 2009, ING Groep submitted a restructuring plan (the “Restructuring Plan”) to the European Commission to receive approval for state aid granted to ING Groep by the Dutch State in November 2008 and March 2009.  To receive approval for this state aid, ING Groep was required to divest its insurance and investment management businesses, including ING U.S., by the end of 2013.  In November 2012, ING Groep announced the European Commission agreed to an amendment to the Restructuring Plan which will extend the time for the completion of the divestiture.  Under the terms of the amendment, at least 25% of ING U.S. has to be divested by the end of 2013, more than 50% has to be divested by the end of 2014, with the remaining interest divested by the end of 2016.  It is anticipated that an initial public offering of a portion of the ING U.S. common stock will be conducted in 2013 as part of the Restructuring Plan.  ING Groep has stated that it intends to sell the remainder of its ownership interest in ING U.S. through one or more additional public offerings of ING U.S. stock or, possibly, through one or more privately negotiated sales of the stock.  There can be no assurance that ING Groep will be able to divest its interest in ING U.S. through the sale of its stock.

The investment advisory agreement for each Portfolio provides that it will terminate automatically in the event of its assignment, which would occur upon a transfer of a controlling block of the shares of the applicable Adviser.  The Restructuring Plan may result in a need to obtain further Board and shareholder approval of new advisory agreements.

The Restructuring Plan, whether implemented through public offerings or other means, may be disruptive to the businesses of ING U.S. and its subsidiaries, including the Advisers and affiliated entities that provide services to the Funds, including ING IM, and may cause, among other things, interruption of business operations or services, diversion of management’s attention from day-to-day operations, reduced access to capital, and loss of key employees or customers.  Completion of the Restructuring Plan is expected to result in the Advisers’ loss of access to the resources of ING Groep, which could adversely affect its business.

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During the time that ING Groep retains a controlling interest in ING U.S., circumstances affecting ING Groep, including restrictions or requirements imposed on ING Groep and its subsidiaries, including ING U.S. and the Adviser, by U.S., European and other authorities, may negatively affect ING U.S. and the Adviser.  For example, restrictions on activities of entities controlled by ING Groep, including ING U.S. and the Adviser, could be imposed under U.S., European or other laws or regulations, as a result of activities engaged in by ING Groep and its subsidiaries over which ING U.S. and the Adviser have no control.    Currently, the Adviser does not anticipate that the Restructuring Plan will have an adverse impact on its operations or the operations of the Portfolios.

Sub-Adviser to the Portfolios

ING IM, a Delaware limited liability company, was founded in 1972 and is registered with the SEC as an investment adviser.  ING IM is an indirect, wholly-owned subsidiary of ING Groep and is an affiliate of ING Investments and DSL.  ING IM has acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972.  The principal office of ING IM is located at 230 Park Avenue, New York, New York 10169.  As of December 31, 2011, ING IM managed approximately $64.4 billion in assets.

The Sub-Adviser utilizes a team for portfolio construction of the Portfolios.  The senior portfolio managers and all of the sector analysts on the team participate in the process, with the sector analysts determining the security selection for each of their sectors for the dedicated portion of the overall portfolio.  The senior portfolio manager is responsible for the overall allocation of assets for the portfolio, including management of the portfolio’s overall risk profile.

The following individuals are jointly responsible for the day-to-day management of the Portfolios.

Christopher F. Corapi, Portfolio Manager and Chief Investment Officer of equities, joined ING IM in February 2004.  Prior to joining ING IM, Mr. Corapi served as global head of equity research at Federated Investors since 2002.  He served as head of U.S. equities and portfolio manager at Credit Suisse Asset Management beginning in 2000 and head of emerging markets research at JPMorgan Investment Management beginning in 1998.

Michael Pytosh, Portfolio Manager, joined ING IM in 2004 as a senior sector analyst covering the technology sector.  Prior to 2004, Mr. Pytosh was with Lincoln Equity Management, LLC, since 1996, where he started as a technology analyst and ultimately took on the role of the firm’s president.  Prior to that, Mr. Pytosh was a technology analyst at JPMorgan Investment Management and an analyst at Lehman Brothers.

The Administrator

ING Funds Services, LLC serves as administrator to each Portfolio and receives an annual administrative services fee equal to 0.10% of Growth and Income Core Portfolio’s average daily net assets and an annual administrative services fee equal to 0.06% of Growth and Income Portfolio’s average daily net assets.  Subject to the supervision of the Board, ING Funds Services provides all the administrative services reasonably necessary for the ordinary operation of each Portfolio other than the investment advisory services performed by the Adviser or the sub-advisers including, but not limited to, acting as a liaison among the various service providers to the Portfolios, including the custodian, transfer agent, and such other service providers as may be retained by the Portfolios.

The Distributor

ING Investments Distributor, LLC (“Distributor”) is the principal underwriter and distributor of each Portfolio.  It is a Delaware limited liability company with its principal offices at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.

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

What are the Key Differences in the Rights of Shareholders of Growth and Income Core Portfolio and Growth and Income Portfolio?

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Growth and Income Core Portfolio is organized as a series of ING Partners, Inc. (“IPI”), a Maryland corporation and is governed by its Articles of Incorporation and Bylaws. Growth and Income Portfolio is organized as a series of ING Variable Funds (“IVF”), a Massachusetts business trust that is governed by a Declaration of Trust and Bylaws.

Because Growth and Income Core Portfolio is organized as a series of a Maryland corporation and Growth and Income Portfolio is organized as a series of a Massachusetts business trust, there are some differences between the rights of shareholders of the Portfolios.  Under Maryland law, shareholders of Growth and Income Core Portfolio have no personal liability for the Portfolio’s acts or obligations.  Under Massachusetts law, shareholders of a Massachusetts business trust, under certain circumstances, could be held personally liable for the obligations of the business trust.  However, Growth and Income Portfolio’s Declaration of Trust disclaims shareholder liability for acts or obligations of the Portfolio.  As such, shareholders have no personal liability for the Portfolio’s acts or obligations.

Additional Information about the Reorganization

The Reorganization Agreement

The terms and conditions under which the proposed transaction may be consummated are set forth in the Reorganization Agreement.  Significant provisions of the Reorganization Agreement are summarized below; however, this summary is qualified in its entirety by reference to the Reorganization Agreement, a copy of which is attached to this Proxy Statement/Prospectus as Appendix A .

The Reorganization Agreement provides for: (i) the transfer, as of the Closing Date, of all of the assets of Growth and Income Core Portfolio in exchange for shares of beneficial interest of Growth and Income Portfolio and the assumption by Growth and Income Portfolio of all of Growth and Income Core Portfolio’s known liabilities; and (ii) the distribution of shares of Growth and Income Portfolio to shareholders of Growth and Income Core Portfolio, as provided for in the Reorganization Agreement. Growth and Income Core Portfolio will then be liquidated.

Each shareholder of Class ADV, Class I, Class S, and Class S2 shares of Growth and Income Core Portfolio will hold, immediately after the Closing Date, the corresponding share class of Growth and Income Portfolio having an aggregate value equal to the aggregate value of the shares of Growth and Income Core Portfolio held by that shareholder as of the close of business on the Closing Date.  In the interest of economy and convenience, shares of Growth and Income Portfolio generally will not be represented by physical certificates, unless you request the certificates in writing.

The obligations of the Portfolios under the Reorganization Agreement are subject to various conditions, including approval of the shareholders of Growth and Income Core Portfolio.  The Reorganization Agreement also requires that each of the Portfolios take, or cause to be taken, all actions, and do or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective the transactions contemplated by the Reorganization Agreement.  The Reorganization Agreement may be terminated by mutual agreement of the parties or on certain other grounds.  Please refer to Appendix A to review the terms and conditions of the Reorganization Agreement.

Tax Considerations

The Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization under Section 368 of the Code.  Accordingly, pursuant to this treatment, neither Growth and Income Core Portfolio nor its shareholders, nor Growth and Income Portfolio nor its shareholders, are expected to recognize any gain or loss for federal income tax purposes from the transactions contemplated by the Reorganization Agreement. As a condition to the Closing of the Reorganization, the Portfolios will receive an opinion from the law firm of Dechert LLP to the effect that the Reorganization will qualify as a tax-free reorganization for federal income tax purposes.  That opinion will be based in part upon certain assumptions and upon certain representations made by the Portfolios.

Prior to the Closing Date, Growth and Income Core Portfolio will pay to the Separate Accounts of Participating Insurance Companies and Qualified Plans that own its shares a cash distribution consisting of any undistributed investment company taxable income and/or any undistributed realized net capital gains, including any net gains realized from any sales of assets prior to the Closing Date.  Variable Contract owners and Plan Participants are not expected to recognize any income or gains for federal income tax purposes from this cash distribution.

Portfolio Transitioning

As discussed above, in anticipation of the Reorganization the Board approved changes to the investment objective and investment strategies of Growth and Income Core Portfolio to align them with those of Growth and Income Portfolio.  Since the Portfolios now have substantially identical investment objectives and investment strategies, ING IM does not anticipate needing to sell a significant portion of Growth and Income Core Portfolio’s holdings shortly prior to the Closing Date if the Reorganization is approved.  If any of Growth and Income Core Portfolio’s holdings are sold prior to the Closing Date, the proceeds of such sales are expected to be invested in securities that ING IM wishes for Growth and Income Portfolio to hold and temporary investments, which will be delivered to Growth and Income Portfolio at the Closing Date.  During the transition period, Growth and Income Core Portfolio may not be pursuing its investment objective and strategies, and limitations on permissible investments and investment restrictions will not apply.  After the Closing Date of the Reorganization, ING IM, as the sub-adviser to Growth and Income Portfolio, may also sell portfolio holdings that it acquired from Growth and Income Core Portfolio, and Growth and Income Portfolio may not be immediately fully invested in accordance with its stated investment strategies.  In addition, each Portfolio may engage in a variety of transition management techniques to facilitate the portfolio transition process, including without limitation, the purchase and sale of baskets of securities and exchange-traded funds, and enter into and close futures contracts or other derivative transactions.  Such sales and purchases by the Portfolios during the transition period may be made at a disadvantageous time and would result in increased transaction costs that are borne by shareholders.

Future Allocation of Premiums

Certain shares of Growth and Income Core Portfolio have been purchased at the direction of Variable Contract owners by participating Insurance Companies through Separate Accounts to fund benefits payable under a Variable Contract.  If the Reorganization is approved, participating Insurance Companies have advised us that all premiums or transfers to Growth and Income Core Portfolio will be allocated to Growth and Income Portfolio.

What is the Board’s recommendation?

Based upon its review, the Board has determined that the Reorganization is in the best interest of Growth and Income Core Portfolio and its shareholders.  Accordingly, after consideration of such factors and information it considered relevant, the Board, including the directors who are not “interested persons” as defined in the 1940 Act, approved the Reorganization and voted to recommend to shareholders that they approve the Reorganization Agreement.  The Board is therefore recommending that Growth and Income Core Portfolio’s shareholders vote “ FOR ” the Reorganization Agreement.

What factors did the Board consider?

The Board, in approving the Reorganization, considered a number of factors, including, but not limited to, the following: (1) DSL’s analysis of potential alternative portfolios that could have served as a merger partner for Growth and Income Core Portfolio other than Growth and Income Portfolio; (2) the lower expense ratios that current

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shareholders of Growth and Income Core Portfolio are expected to experience as a result of the Reorganization; (3) the comparative fee structure of the Portfolios; (4) the similarity and differences in investment strategies between Growth and Income Core Portfolio, both before and after November 16, 2012, and Growth and Income Portfolio; (5) significantly larger combined asset size, which is likely to result in economies of scale for the benefit of current shareholders of Growth and Income Core Portfolio; (6) the other potential benefits of the Reorganization to Growth and Income Core Portfolio’s shareholders; (7) the direct or indirect costs to be incurred by each Portfolio and its shareholders in connection with the Reorganization, including the cost of transitioning Growth and Income Core Portfolio; (8) the expected tax consequences of the Reorganization to Growth and Income Core Portfolio and its shareholders, including that the Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization; and (9) the Board’s determination that the Reorganization will not dilute the interests of the shareholders of either of the Portfolios.

What is the required vote?

Approval of the Reorganization Agreement requires the affirmative vote of the lesser of: (i) 67% or more of the voting securities present at the meeting, provided that more than 50% of the voting securities are present in person or represented by proxy at the Special Meeting; or (ii) a majority of the shares entitled to vote.

What happens if shareholders do not approve the Reorganization Agreement?

If shareholders of Growth and Income Core Portfolio do not approve the Reorganization Agreement, Growth and Income Core Portfolio will continue to be managed by DSL and ING IM will continue to serve under the Interim Agreement until it expires on May 2, 2013.  Shareholders are being asked to approve a new “permanent” sub-advisory agreement for ING IM to serve beyond the interim period in the event shareholders do not approve the Reorganization (see “Proposal Two — Approval of the Proposed Sub-Advisory Agreement” below).  The Board may consider several options for the management of Growth and Income Core Portfolio in the event that the Reorganization is not approved in a timely fashion.

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PROPOSAL TWO — APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT

What is Proposal Two?

Growth and Income Core Portfolio and DSL wish to retain the services of ING IM as the sub-adviser to Growth and Income Core Portfolio on a “permanent” basis.  At a meeting held on September 6, 2012, the Board terminated Growth and Income Core Portfolio’s prior sub-advisory agreement with Thornburg, effective as of the close of business on November 16, 2012.  As discussed above, in anticipation of the Reorganization described in Proposal One, the Board also approved changes in the principal investment strategies to align them with those of ING IM.  After a transition period during which Growth and Income Core Portfolio was managed by a transition manager, the Board appointed ING IM as the sub-adviser to Growth and Income Core Portfolio pursuant to the Interim Agreement between DSL and ING IM, effective as of the close of business on November 30, 2012.  The Interim Agreement expires on May 2, 2013.  On September 6, 2012, the Board also approved the Proposed Sub-Advisory Agreement subject to shareholder approval.  In the event the Reorganization is not approved, shareholders must approve the Proposed Sub-Advisory Agreement if ING IM is to serve beyond the interim period.

If Proposal Two is approved by shareholders, the Proposed Sub-Advisory Agreement is expected to become effective on or about March 23, 2013 and will remain in full force and effect, unless otherwise terminated, for an initial two-year term and can be continued from year-to-year thereafter in accordance with its terms as described below.  A copy of the Proposed Sub-Advisory Agreement between DSL and ING IM is included as Appendix C .

Who is Growth and Income Core Portfolio’s investment adviser?

DSL, a Delaware limited liability company, serves as the investment adviser to Growth and Income Core Portfolio.  For more information on DSL, please see “How does the Management of the Portfolios compare?” in Proposal One.  See Appendix D for a listing of the names, addresses, and the principal occupations of the principal executive officers of DSL.

Who was the Sub-Adviser?

Thornburg was founded in 1982 and is an employee-owned investment firm.  The principal address of Thornburg is 2300 North Ridgetop Road, Santa Fe, New Mexico 87506. As of December 31, 2011, Thornburg had approximately $73.3 billion in assets under management in fixed-income funds, equity mutual funds, and separate accounts for institutions and individuals.

Who is the proposed Sub-Adviser?

Founded in 1972, ING IM is a Delaware limited liability company registered as an investment adviser.  For more information on ING IM, please see “How does the Management of the Portfolios compare?” in Proposal One.

See Appendix D for a listing of the names, addresses, and the principal occupations of the directors and principal executive officers of ING IM.  The following table shows the annual rate of compensation paid to ING IM for managing the Growth and Income Portfolio.

Why was the former sub-adviser to the Growth and Income Core Portfolio terminated?

The Board approved termination of the sub-advisory agreement with Thornburg based on a number of factors, including the recent investment performance of the Portfolio under the day-to-day management of Thornburg.  In light of the Adviser’s proposal to reorganize the Growth and Income Core Portfolio with and into the Growth and Income Portfolio, the Adviser proposed, and the Board approved, the appointment of ING IM as the

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interim sub-adviser to the Growth and Income Core Portfolio to allow ING IM to begin managing the Growth and Income Core Portfolio in materially the same manner as ING IM manages the Growth and Income Portfolio prior to the Reorganization.

How will Proposal Two, if approved, affect the management of Growth and Income Core Portfolio?

As discussed above, the day-to-day management of Growth and Income Core Portfolio is currently provided by ING IM pursuant to the Interim Agreement.  If the Proposed Sub-Advisory Agreement is approved and Proposal One is not, ING IM would continue to serve as sub-adviser to Growth and Income Core Portfolio and continue to provide the day-to-day management of Growth and Income Core Portfolio beyond the Interim Agreement.  DSL would continue to be responsible for monitoring the investment program and performance of ING IM with respect to Growth and Income Core Portfolio.

For more information on the investment professionals with ING IM that are primarily responsible for the day-to-day management of the Growth and Income Core Portfolio, please see “How does the Management of the Portfolios compare?” in Proposal One.

Were there changes to the name of the Portfolio and its principal investment strategies?

Yes, changes were already made to the Growth and Income Core Portfolio’s principal investment strategies in connection with the termination of Thornburg and the appointment of ING IM pursuant to the Interim Agreement.  As described in Proposal One, on September 6, 2012, the Board approved changes to the Portfolio’s principal investment strategies that became effective as of the close of business on November 16, 2012.

These changes are detailed in a supplement to Growth and Income Core Portfolio’s current prospectus dated April 30, 2012, which was mailed to shareholders, in addition to the discussion regarding these changes in Proposal One.  No additional changes to Growth and Income Core Portfolio’s principal investment strategies are anticipated in connection with Proposal Two.

What are the terms of the Advisory Agreement?

The Investment Advisory Agreement between Growth and Income Core Portfolio and DSL (“Advisory Agreement”) requires DSL to oversee the provision of all investment advisory and portfolio management services for the Portfolio.  The Advisory Agreement requires DSL to provide, subject to the supervision of the Board, investment advice and investment services to Growth and Income Core Portfolio and to furnish advice and recommendations with respect to the investment of Growth and Income Core Portfolio’s assets and the purchase or sale of its portfolio securities.  The Advisory Agreement also permits DSL to delegate certain management responsibilities, pursuant to a sub-advisory agreement, to other investment advisers.  DSL oversees the investment management services of Growth and Income Core Portfolio’s sub-adviser.

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

The Advisory Agreement provides that DSL is not subject to liability to Growth and Income Core Portfolio for any act or omission in the course of, or connected with, rendering services under the Advisory Agreement, except by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties under the Advisory Agreement.

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After an initial two-year term, the Advisory Agreement continues in effect from year to year so long as such continuance is specifically approved at least annually by (1) the Board or (2) the vote of a “majority” (as defined in the 1940 Act) of Growth and Income Core Portfolio’s outstanding shares voting as a single class; provided that, in either event, the continuance is also approved by at least a majority of those Directors who are neither parties to the Advisory Agreement nor “interested persons” (as defined in the 1940 Act) of any such party nor have any interest in the Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.

For the services it provides to Growth and Income Core Portfolio under the Advisory Agreement, DSL currently receives an advisory fee, payable monthly, at the annual rate of Growth and Income Core Portfolio’s average daily net assets shown in the table below.  The table below also indicates the annual fees (advisory fees) paid by Growth and Income Core Portfolio to DSL for the fiscal year ended December 31, 2011.

What are the terms of the Proposed Sub-Advisory Agreement?

A copy of the Proposed Sub-Advisory Agreement between DSL and ING IM is included as Appendix C .  The description of the Proposed Sub-Advisory Agreement that follows is qualified in its entirety by reference to Appendix C .

The Proposed Sub-Advisory Agreement is substantially similar to the Interim Agreement.  As compared to the prior sub-advisory agreement with Thornburg, the key terms of the Proposed Sub-Advisory Agreement are substantially similar with the exception of the effective dates and the indemnification provisions.  Under the Proposed Sub-Advisory Agreement, the fees payable to ING IM would be paid by DSL, and not by Growth and Income Core Portfolio.  Pursuant to the Proposed Sub-Advisory Agreement, ING IM would act as Growth and Income Core Portfolio’s sub-adviser.  In this capacity, ING IM would furnish Growth and Income Core Portfolio with investment advisory services in connection with a continuous investment program and manage Growth and Income Core Portfolio’s investments in accordance with its investment objective, investment policies, and restrictions, as set forth in Growth and Income Core Portfolio’s prospectus and statement of additional information.  Subject to the supervision and control of DSL, which in turn is subject to the supervision and control of the Board, ING IM, in its discretion, would determine and select the securities to be purchased for and sold from Growth and Income Core Portfolio and place orders with and gives instructions to brokers, dealers, and others to cause such transactions to be executed.

In the absence of willful misfeasance, bad faith, or gross negligence in the performance of its duties or reckless disregard of its obligations and duties under the Proposed Sub-Advisory Agreement, ING IM would not be liable to the Company, its shareholders or to DSL for any act or omission resulting in any loss suffered by the Company, Growth and Income Core Portfolio or Growth and Income Core Portfolio’s shareholders in connection with any service provided under the Proposed Sub-Advisory Agreement.

The sub-advisory fee payable under the Proposed Sub-Advisory Agreement would be pursuant to the following fee schedule (as a percentage of the Portfolio’s average daily net assets).  The sub-advisory fee paid by DSL for fiscal year ended December 31, 2011 was paid to the former sub-adviser, Thornburg.

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If Proposal Two is approved by shareholders and Proposal One is not, the Proposed Sub-Advisory Agreement is expected to become effective on or around March 23, 2013 and will remain in full force and effect, unless otherwise terminated, for an initial two-year term.  Thereafter, unless earlier terminated, the Proposed Sub-Advisory Agreement shall continue in full force and effect for periods of one year, provided that such continuance is specifically approved at least annually by: (i) the vote of a majority of the Board; or (ii) the vote of a majority of the outstanding voting shares of Growth and Income Core Portfolio, and provided that such continuance is also approved by the vote of a majority of the Independent Directors, cast in person at a meeting called for the purpose of voting on such approval.

The Proposed Sub-Advisory Agreement may be terminated by DSL at any time, upon sixty (60) days’ written notice to ING IM and Growth and Income Core Portfolio; by Growth and Income Core Portfolio at any time without payment of any penalty, upon the vote of a majority of Growth and Income Core Portfolio’s Board; or a majority of the outstanding voting securities of Growth and Income Core Portfolio, upon sixty (60) days’ written notice to DSL and ING IM.

Are any changes expected to Growth and Income Core Portfolio ’s fee structure due to the appointment of ING IM as sub-adviser?

Growth and Income Core Portfolio ’s fee structure is not expected to change with the appointment of ING IM as sub-adviser under the Proposed Sub-Advisory Agreement.

Who are the other service providers to Growth and Income Core Portfolio ?

ING Investments Distributor, LLC (“IID”) is the principal underwriter and distributor for Growth and Income Core Portfolio.  IID’s principal offices are located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034. IID received $132,610 for its services to Growth and Income Core Portfolio for the fiscal year ended December 31, 2011.

During the fiscal year ended December 31, 2011, Growth and Income Core Portfolio did not pay any brokerage commissions to affiliated broker-dealers.

What is the required vote?

Shareholders of Growth and Income Core Portfolio must approve the Proposed Sub-Advisory Agreement for it to become effective.  Approval of the Proposed Sub-Advisory Agreement by Growth and Income Core Portfolio requires the affirmative vote of a “majority of the outstanding voting securities” of Growth and Income Core Portfolio, which, for this purpose means the affirmative vote of the lesser of: (1) 67% or more of the voting securities of Growth and Income Core Portfolio present at the Special Meeting if more than 50% of the outstanding voting securities of Growth and Income Core Portfolio are present or represented by proxy; or (2) more than 50% of the outstanding voting securities of Growth and Income Core Portfolio.

What happens if shareholders do not approve Proposal Two?

If shareholders of Growth and Income Core Portfolio do not approve the Proposed Sub-Advisory Agreement, Growth and Income Core Portfolio will continue to be managed by ING IM under the Interim Agreement until no later than May 2, 2013, and the Board will determine what additional action(s) should be taken.  If shareholders of Growth and Income Core Portfolio approve Proposal One prior to May 2, 2013, Growth and Income Core Portfolio would reorganize with and into Growth and Income Portfolio, regardless of whether shareholders of Growth and Income Core Portfolio approve Proposal Two.

What was the process of selecting ING IM as the sub-adviser to Growth and Income Core Portfolio?

DSL did not conduct a traditional sub-adviser search in connection with recommending the appointment of ING IM as interim and “permanent” sub-adviser to Growth and Income Core Portfolio.  After exploring the options, DSL determined to reorganize Growth and Income Core Portfolio into another ING fund.  On September 6, 2012, DSL recommended, and the Board approved, the Reorganization with and into Growth and Income Portfolio.  In anticipation of the merger, DSL recommended and the Board approved the termination of the Sub-Advisory Agreement between Thornburg and DSL and approved the Interim Agreement between DSL and ING IM, the sub-adviser to Growth and Income Portfolio.

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What are the factors that were considered by the Board?

At a meeting of the Board held on September 6, 2012, the Board, including a majority of the Independent Directors, determined to:  (1) approve the Reorganization of Growth and Income Core Portfolio with and into Growth and Income Portfolio, subject to shareholder approval of the Reorganization  (2) terminate Thornburg as sub-adviser to Growth and Income Core Portfolio effective November 16, 2012; (3) appoint ING IM as sub-adviser to Growth and Income Core Portfolio effective November 30, 2012; and (4) approve an interim sub-advisory agreement with ING IM that became effective on November 30, 2012, under which ING IM would serve as the sub-adviser to Growth and Income Core Portfolio and provide day-to-day management services to Growth and Income Core Portfolio for a period of up to 150 days.  At a meeting of the Board held on September 6, 2012, the Board, including a majority of the Independent Directors, also approved the Proposed Sub-Advisory Agreement under which ING IM would continue to serve as Sub-Adviser to Growth and Income Core Portfolio.  The Proposed Sub-Advisory Agreement is subject to shareholder approval and is expected to become effective immediately upon shareholder approval.

In determining whether to approve the Interim Agreement and the Proposed Sub-Advisory Agreement, the Board received and evaluated such information as it deemed necessary for an informed determination of whether the Interim Agreement and Proposed Sub-Advisory Agreement should be approved for Growth and Income Core Portfolio.  The materials provided to the Board to inform its consideration of whether to approve the Interim Agreement and the Proposed Sub-Advisory Agreement included the following: (1) ING IM’s presentation before the International Equity Funds Investment Review Committee at its September 6, 2012 meetings; (2) memoranda and related materials provided to the Board in advance of its September 6, 2012 meeting discussing:  (a) DSL’s rationale for recommending that ING IM serve as Sub-Adviser to Growth and Income Core Portfolio, (b) the performance of ING IM in managing Growth and Income Portfolio, the surviving portfolio in the Reorganization, and (c) the capabilities of the ING IM’s growth and income portfolio management team; (3) Fund Analysis and Comparison Tables for Growth and Income Core Portfolio that provide information about the performance of Growth and Income Core Portfolio’s proposed Selected Peer Group; (4) ING IM’s responses to inquiries from K&L Gates LLP, counsel to the Independent Directors; (5) supporting documentation, including copies of the forms of the Interim Agreement and Proposed Sub-Advisory Agreement; (6) an analysis regarding the effect that the proposed sub-adviser addition would have on the profitability of DSL, the adviser to Growth and Income Core Portfolio; and (7) other information relevant to the Board’s evaluation.

In reaching its decision to engage ING IM as Sub-Adviser to Growth and Income Core Portfolio, the Board, including a majority of the Independent Directors, considered a number of factors, including, but not limited to, the following: (1) the Adviser’s view with respect to the reputation of ING IM as a manager to similar funds; (2) ING IM’s strength and reputation in the industry; (3) the nature and quality of the services to be provided by ING IM under the Interim Agreement and Proposed Sub-Advisory Agreement; (4) the personnel, operations, financial condition, and investment management capabilities, methodologies and resources of ING IM; (5) the fairness of the compensation under the Interim Agreement and Proposed Sub-Advisory Agreement in light of the services to be provided by ING IM and the projected profitability of ING IM as Growth and Income Core Portfolio’s sub-adviser; (6) the costs for the services to be provided by ING IM, including that the management fee would not change after the appointment of ING IM; (7)  the sub-advisory fee payable by DSL to ING IM and the resulting increase in the profitability of DSL arising out of the sub-advisory fee payable by DSL to ING IM; (8) ING IM’s operations and compliance program, including its policies and procedures intended to assure compliance with the Federal securities laws; (9) the appropriateness of the selection of ING IM in light of Growth and Income Core Portfolio’s investment objective and investor base; and (10) ING IM’s Code of Ethics, which had been previously approved by the Board, and related procedures for complying with that Code.

After its deliberation, the Board reached the following conclusions: (1) ING IM should be appointed to serve as sub-adviser to Growth and Income Core Portfolio under the Interim Agreement and the Proposed Sub-Advisory Agreement with ING IM; (2) the sub-advisory fee rate payable by DSL to ING IM is reasonable in the context of all factors considered by the Board; and (3) ING IM maintains an appropriate compliance program, with this conclusion based upon, among other things, a representation from Growth and Income Core Portfolio’s Chief Compliance Officer that ING IM’s compliance policies and procedures are reasonably designed to assure compliance with the Federal securities laws.  Based on these conclusions and other factors, the Board voted to approve the Interim Agreement and the Proposed Sub-Advisory Agreement for Growth and Income Core Portfolio.

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During their deliberations, different Board members may have given different weight to different individual factors and related conclusions.

What is the recommendation of the Board?

Based upon its review, the Board has determined that Proposal Two is in the best interests of Growth and Income Core Portfolio and its shareholders.  Accordingly, after consideration of such factors and information it considered relevant, the Board, including the majority of the Independent Directors present at its September 6, 2012 meeting, approved the Proposal and voted to recommend to shareholders that they approve Proposal Two.  The Board is therefore recommending that the Portfolio’s shareholders vote “ FOR ” Proposal Two to appoint ING IM as sub-adviser to Growth and Income Core Portfolio and the implementation of the Proposed Sub-Advisory Agreement, as discussed in this Proxy Statement/Prospectus.

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PROPOSAL THREE — APPROVAL OF THE REORGANIZATION OF ING UBS U.S. LARGE CAP EQUITY PORTFOLIO WITH AND INTO ING GROWTH AND INCOME PORTFOLIO

What is the proposed Reorganization?

Shareholders of UBS U.S. Large Cap Equity Portfolio are being asked to approve a Reorganization Agreement, providing for the reorganization of UBS U.S. Large Cap Equity Portfolio with and into Growth and Income Portfolio.  If the Reorganization is approved, shareholders in UBS U.S. Large Cap Equity Portfolio will become shareholders in Growth and Income Portfolio as of the close of business on the Closing Date.

Why is a Reorganization proposed?

DSL seeks to address the UBS U.S. Large Cap Equity Portfolio’s recent underperformance and to provide greater benefits to shareholders from the: (i) potential for improved performance; (ii) greater potential to achieve long-term scale; and (iii) immediate financial benefit through lower expenses.  At the September 6, 2012 Board meeting, the Reorganization was presented for consideration to the Board by DSL.  The Board, including a majority of the Directors who are not “interested persons” as defined by the 1940 Act (the “Independent Directors”) of the Portfolio, determined that the interests of the shareholders of the Portfolios would not be diluted as a result of the Reorganization and that the Reorganization would be in the best interests of the Portfolios and their shareholders.  The Reorganization will allow UBS U.S. Large Cap Equity Portfolio’s shareholders to remain invested in a professionally managed portfolio with a similar investment objective.

How do the Investment Objectives compare?

As described in the chart that follows, the Portfolios have similar investment objectives.

How do the fees and expenses compare?

The table below describes the fees and expenses that you may pay if you buy and hold shares of the Portfolios.  Current expenses of the Portfolios are based upon operating expenses incurred by the Portfolios for the year ended December 31, 2011 and adjusted for current terms of contractual waivers.  Pro forma fees and expenses, which are estimated fees and expenses of Growth and Income Portfolio after giving effect to the Reorganization, assume hypothetically that the reorganization occurred on June 30, 2012.

The Portfolios have identical shareholder fees.  The information below does not reflect fees or expenses that are, or may be, imposed under your variable annuity contracts or variable life insurance policies (“Variable Contract”) or a qualified pension or retirement plan (“Qualified Plan”). For more information on these charges, please refer to the documents governing your Variable Contract or consult your plan administrator.

Annual Portfolio Operating Expenses

Expenses you pay each year as a % of the value of your investment.

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