KEF Korea Equity Fund, Inc.

As filed with the Securities and Exchange Commission on January 11, 2013

Securities Act File No. 333-185542

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form N-14

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 x

Pre-Effective Amendment No. 1

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)

1-800-262-3862

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

January 25, 2013

Dear Shareholder:

On behalf of the Board of Trustees (the “Board”), we are pleased to invite you to a special meeting of shareholders (the “Special Meeting”) of ING International Value Choice Fund (“International Value Choice Fund”).  The Special Meeting is scheduled for 10:00 A.M., Local time, on March 14, 2013, at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.

At the Special Meeting, shareholders of International Value Choice Fund will be asked to vote on the proposed reorganization (the “Reorganization”) of International Value Choice Fund with and into ING International Value Equity Fund (formerly, ING Global Value Choice Fund) (“International Value Equity Fund”) (together with International Value Choice Fund, the “Funds”, each a “Fund”).  Each Fund is a member of the mutual fund group called the “ING Funds.”  The consummation of the Reorganization is subject to both approval of the Reorganization by shareholders of International Value Choice Fund and approval by shareholders of International Value Equity Fund of a separate proposal to approve a “permanent” sub-advisory agreement with ING Investment Management Co. LLC (“ING IM” or “Sub-Adviser”) regarding International Value Equity Fund.

In addition, shareholders will be asked to approve a new sub-advisory agreement for International Value Choice Fund with ING IM.  ING IM currently serves as the sub-adviser to International Value Choice Fund under an interim sub-advisory agreement between ING Investments, LLC (“ING Investments”), International Value Choice Fund’s investment adviser, and ING IM.  This interim sub-advisory agreement is not scheduled to 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.  Since sub-advisory fees are paid by ING Investments, and not International Value Choice Fund, the appointment of ING IM as “permanent” Sub-Adviser would not increase the fees paid by the Fund or indirectly by its shareholders.

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

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 Reorganization is in the best interests of International Value Choice Fund and its shareholders and recommends that you vote “FOR” the Reorganization.

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 March 13, 2013.

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

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OF
ING INTERNATIONAL VALUE CHOICE FUND

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

Scheduled for March 14, 2013

To the Shareholders:

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders (the “Special Meeting”) of ING International Value Choice Fund (“International Value Choice Fund”) is scheduled for 10:00 A.M., Local time on March 14, 2013 at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034.

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

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

2.               To approve a new sub-advisory agreement between ING Investments, LLC (“ING Investments” or “Adviser”), the investment adviser to International Value Choice Fund, and ING Investment Management Co. LLC (“ING IM” or “Sub-Adviser”), International Value Choice Fund’s current interim sub-adviser and proposed sub-adviser (together with the Reorganization, the “Proposals”); and

3.               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.

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

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

Shareholders of record as of the close of business on December 14, 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 March 13, 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 International Value Choice Fund or by voting in person at the Special Meeting.

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PROXY STATEMENT/PROSPECTUS

January 25, 2013

PROXY STATEMENT FOR:

ING INTERNATIONAL VALUE CHOICE FUND
(A series of ING Mutual Funds)
7337 East Doubletree Ranch Road, Suite 100
Scottsdale, Arizona 85258-2034
1-800-992-0180

Special Meeting of Shareholders
of ING International Value Choice Fund
Scheduled for March 14, 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 March 14, 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 Trustees (the “Board”) of ING International Value Choice Fund (“International Value Choice Fund”) and ING International Value Equity Fund (formerly, ING Global Value Choice Fund) (“International Value Equity Fund”) (each, a “Fund,” and collectively, the “Funds”) approved an Agreement and Plan of Reorganization (the “Reorganization Agreement”), which provides for the reorganization of International Value Choice Fund with and into International Value Equity Fund (the “Reorganization”).  The Reorganization requires shareholder approval and, if approved, is expected to be effective on March 14, 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 Trustees who are not “interested persons” of International Value Choice Fund, as defined in the Investment Company Act of 1940, as amended (“Independent Trustees”), approved the termination of the investment sub-advisory agreement with Tradewinds Global Investors, LLC (“Tradewinds”) regarding International Value Choice Fund and approved an interim sub-advisory agreement between ING Investments, LLC (“ING Investments” 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 International Value Choice Fund.  In choosing to terminate the sub-advisory agreement with Tradewinds, the Board considered, among other factors, the recent departure of the Chief Investment Officer (“CIO”) of Tradewinds and the significant outflows from the Fund that followed.

The Interim Agreement with ING IM will expire on April 29, 2013 or earlier, if shareholders approve the Proposals.  On September 6, 2012, the Board, including all of the Independent Trustees, approved a permanent sub-advisory agreement between ING Investments and ING IM (“Proposed Sub-Advisory Agreement”), subject to shareholder approval.  Shareholders of International Value Choice Fund 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.

In connection with the determination to appoint ING IM as the interim Sub-Adviser, the Board approved changes to the principal investment strategies of International Value Choice Fund from the strategies employed by Tradewinds to the strategies employed by ING IM.  These changes went into effect as of the close of business on November 13, 2012.  Following a transition period in which a transition manager bought and sold portfolio securities to prepare International Value Choice Fund for the day-to-day management by ING IM under the Fund’s new investment strategies, ING IM began serving as the interim sub-adviser to the Fund as of the close of business on November 30, 2012.  Proposal One contains a comparison of the former principal investment strategies of International Value Choice Fund under the day-to-day portfolio management of Tradewinds with the current principal investment strategies of the Fund under the day-to-day portfolio management of ING IM.

International Value Equity Fund, the proposed surviving Fund in the Reorganization, also was sub-advised by Tradewinds.  Noting the same factors discussed above with respect to the termination of Tradewinds as the sub-adviser to International Value Choice Fund, on September 6, 2012, the Board also approved the termination of Tradewinds as the sub-adviser to International Value Equity Fund (then named the ING Global Value Choice Fund) and the appointment of ING IM as the interim sub-adviser to that Fund.  The Board also approved changing the name of the ING Global Value Choice Fund to International Value Equity Fund and approved revisions to its principal investment strategies, effective as of the close of business November 13, 2012.  As with the changes to the investment strategies of International Value Choice Fund, International Value Equity Fund used a transition manager to prepare its securities portfolio for the day-to-day management of ING IM under its new investment strategies, and ING IM began serving as the interim sub-adviser to the Fund as of the close of business on November 30, 2012.  In a separate proxy statement, shareholders of International Value Equity Fund will be asked to approve a “permanent” sub-advisory agreement with ING IM regarding that Fund at a shareholder meeting scheduled to take place on or about March 12, 2013 (“Acquiring Fund Sub-Adviser Proposal”).  The consummation of the Reorganization is subject to both approval of the Reorganization by shareholders of International Value Choice Fund and approval by shareholders of International Value Equity Fund of the Acquiring Fund Subadviser Proposal.

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Since the appointment of ING IM as the interim sub-adviser to both Funds and the related modifications to both Funds’ principal investment strategies as of the close of business on November 13, 2012, the principal investment strategies of the two Funds have been substantially identical.  If the reorganization is approved, shareholders of International Value Choice 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.  This Proxy Statement/Prospectus also includes information on the performance of ING IM on another international value fund that has substantially similar principal investment strategies as the Funds.

Why did you send me this booklet?

This booklet includes a combined proxy statement and prospectus (“Proxy Statement/Prospectus”) and a Proxy Ballot for International Value Choice 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 International Value Choice Fund, are being asked to approve the Reorganization Agreement that will result in a transaction in which you will ultimately hold shares of International Value Equity Fund, this Proxy Statement also serves as a prospectus for International Value Equity Fund.  International Value Equity Fund is an open-end management investment company, which seeks long-term capital appreciation, as described more fully below.

What proposals will be considered at the Special Meeting?

A special meeting of shareholders (the “Special Meeting”) of International Value Choice Fund is scheduled for the following purposes:

1.               To approve the Reorganization Agreement by and between International Value Choice Fund and International Value Equity Fund, providing for the reorganization of International Value Choice Fund with and into International Value Equity Fund;

2.               To approve a new sub-advisory agreement between ING Investments, the investment adviser to International Value Choice Fund and ING IM, International Value Choice Fund’s proposed sub-adviser (“Proposal Two”, together with the Reorganization, the “Proposals”); and

3.               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 International Value Choice Fund as of the close of business on December 14, 2012 (the “Record Date”) are eligible to vote.

How do I vote?

Shareholders can vote by completing, signing, and returning the enclosed Proxy Ballot 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 Proxy Ballot. To vote by telephone or Internet, follow the voting instructions as outlined on your Proxy Ballot.  These options require shareholders to input a control number, which is located on your Proxy Ballot.  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.

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

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contact the Proxy Solicitor toll-free at (888) 605-1957.  (See “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 March 14, 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 Funds?

Should you have any questions about the Funds, 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 Funds are available on the Internet at http://www.ingfunds.com/literature.

SUMMARY OF THE PROPOSALS

The Proposed 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 International Value Equity Fund, please consult the Prospectus dated February 29, 2012, as supplemented.

On September 6, 2012, the Board approved the Reorganization Agreement. Subject to shareholder approval, the Reorganization Agreement provides for:

·                   the transfer of all of the assets of International Value Choice Fund to International Value Equity Fund in exchange for shares of beneficial interest of International Value Equity Fund;

·                   the assumption by International Value Equity Fund of all of the liabilities of International Value Choice Fund;

·                   the distribution of shares of International Value Equity Fund to the shareholders of International Value Choice Fund; and

·                   the complete liquidation of International Value Choice Fund.

If shareholders approve the Reorganization and shareholders of International Value Equity Fund approve the Acquiring Fund Sub-Adviser Proposal, each owner of Class A, Class B, Class C, Class I, and Class W shares of International Value Choice Fund would become a shareholder of the corresponding share class of International Value Equity Fund.  The Reorganization is expected to be effective on the Closing Date. Each shareholder of International Value Choice Fund will hold, immediately after the Closing Date, shares of International Value Equity Fund having an aggregate value equal to the aggregate value of the shares of International Value Choice 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 the following.

·                   The Funds have identical investment objectives;

·                   ING Investments serves as the adviser to each Fund and ING IM currently serves as investment sub-adviser to each Fund on an interim basis.  Tradewinds formerly served as the sub-adviser to

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each Fund until November 13, 2012.  ING Investments and ING IM are indirect subsidiaries of ING Groep, N.V. (“ING Groep”);

·                   The management fee for International Value Equity Fund is lower than for International Value Choice Fund;

·                   Current shareholders of International Value Choice Fund are expected to experience lower gross expenses as shareholders of International Value Equity Fund after the Reorganization, in amounts that vary depending on the class;

·                   As a result of the Reorganization, shareholders of International Value Choice Fund will become shareholders of International Value Equity Fund; 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 International Value Choice Fund nor its shareholders, nor International Value Equity 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.

The Proposed Sub-Advisory Agreement

From February 1, 2005 until the close of business on November 13, 2012, International Value Choice Fund was sub-advised by Tradewinds or an affiliate.  During a meeting held September 6, 2012, the Board, including a majority of the Independent Trustees, approved the termination of the investment sub-advisory agreement with Tradewinds and approved an interim sub-advisory agreement between ING Investments and ING IM (“Interim Agreement”) pursuant to which ING IM currently serves as interim sub-adviser to International Value Choice Fund.  The Interim Agreement will expire on April 29, 2013, or earlier, if shareholders approve the Proposals.  On September 6, 2012, the Board, including all of the Independent Trustees, approved a permanent sub-advisory agreement between ING Investments and ING IM (“Proposed Sub-Advisory Agreement”), subject to shareholder approval.  Shareholders of International Value Choice Fund 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.

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PROPOSAL ONE — APPROVAL OF THE REORGANIZATION

What is the proposed Reorganization?

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

Why is a Reorganization proposed?

ING Investments seeks 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 expenses.  At the September 6, 2012 Board meeting, the Reorganization was presented for consideration to the Board by ING Investments. The Board, including a majority of the Trustees who are not “interested persons” (as defined by the 1940 Act) (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 will allow International Value Choice Fund’s shareholders to remain invested in a professionally managed fund that seeks long-term capital appreciation.

How do the Investment Objectives compare?

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

How do the fees and expenses compare?

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 International Value Equity 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.

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(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)                                  Total Annual Fund Operating Expenses may be higher than the Fund’s ratio of expenses to average net assets shown in the Fund’s Financial Highlights, which reflects the operating expenses of the Fund and does not include Acquired Fund Fees and Expenses.

(3)                                  For International Value Choice Fund, the Adviser is contractually obligated to limit expenses to annual rates, expressed as a percentage of average daily net asset value, of 1.70%, 2.45%, 2.45%, 1.45%, and 1.45% 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, the Adviser is contractually obligated to further limit expenses to annual rates, expressed as a percentage of average daily net asset value, of 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. There is no guarantee the additional expense limitation 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 be eligible for recoupment. These obligations do not extend to interest, taxes, brokerage commissions, extraordinary expenses, and Acquired Fund Fees and Expenses. Finally, the Adviser is contractually obligated to waive 0.10% of the management fee through March 1, 2013. There is no guarantee that the management fee waiver will continue after March 1, 2013. The management fee waiver will continue only if the Adviser elects to renew it.

(4)                                 For International Value Equity Fund, the Adviser is contractually obligated to limit expenses to annual rates, expressed as a percentage of average daily net asset value, of 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 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.

Expense Examples $

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

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:

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The examples reflect applicable expense limitations 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 Reorganization, the Board approved changes in the principal investment strategies of both Funds in connection with the appointment of ING IM as the interim Sub-Adviser to both Funds.  Consequently, both Funds have substantially identical principal investment strategies and principal risks.  Prior to the close of business on November 13, 2012, both Funds pursued their investment objectives through different investment strategies and had a different sub-adviser.

International Value Choice Fund’s principal investment strategies differ from those of International Value Equity Fund in two respects: (1) while International Value Choice Fund may lend portfolio securities on a short-term or long-term basis up to 33 1/3% of its total assets, International Value Equity Fund may engage in such practices with respect to 30% of its total assets; and (2) International Value Equity Fund has a policy to invest, under normal market conditions, at least 80% of its net assets (plus borrowings for investment purposes) in equity securities, while International Value Choice Fund does not have this stated policy.  Notwithstanding this policy, both Funds typically invest in equity securities to substantially the same degree.

The following table compares the principal investment strategies of International Value Choice Fund prior to the close of business on November 13, 2012, when its sub-adviser was Tradewinds, to: (1) the current principal investment strategies of International Value Choice Fund; and (2) the current principal investment strategies of International Value Equity Fund.  Information regarding the former principal investment strategies of International Value Choice Fund is presented for comparative purposes only so you can understand the historical context for information about International Value Choice Fund.  Shareholders are not being asked to approve a change in the investment strategies of International Value Choice Fund through this Proxy Statement/Prospectus, as these changes were implemented as of the close of business on November 13, 2012 and will be in effect regardless of whether shareholders approve this Proposal.    The following table also compares the size of International Value Choice Fund with International Value Equity Fund as of November 30, 2012.

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

As discussed above, in anticipation of the Reorganization, the Board approved changes in the principal investment strategies of International Value Choice Fund to align them with those of International Value Equity Fund.  Consequently, both Funds currently have substantially identical principal investment strategies and identical principal risks, which are set forth below.  The principal risks that were applicable to the principal investment strategies of International Value Choice Fund prior to the close of business on November 13, 2012 (under the day-to-day management of Tradewinds) were substantially similar to the current principal risks applicable to International Value Choice Fund under the day-to-day management of ING IM.

Principal Risks

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How does International Value Choice Fund’s 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 under the bar chart 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 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.

ING International Value Choice Fund - Calendar Year Total Returns(1)

(as of December 31 of each year)

Best quarter: 2nd 2009, 20.97% and Worst quarter: 3rd 2008, (17.48)%

International Value Choice Fund’s Class A shares’ year-to-date total return as of September 30, 2012: 1.31%

(1)           The performance shown was achieved while the Fund was under the day-to-day portfolio management of Tradewinds, subject to 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 closest to the Class’ inception for which data is available.

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

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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.

International Value Equity Fund (formerly, ING Global Value Choice Fund) - Calendar Year Total Returns(2)

(as of December 31 of each year)

Best quarter: 2nd 2009, 26.13% and Worst quarter: 3rd 2002, (19.42)%

International Value Equity Fund’s Class A shares’ year-to-date total return as of September 30, 2012: (2.51)%

(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 United States securities. 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.

(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)  On November 30, 2012, the Fund changed its primary benchmark from the MSCI ACW IndexSM 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 Fund invests.

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

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 and the Performance of ING International Value Choice Fund

ING IM manages International Value Choice Fund and 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 the Comparable Portfolio is presented below.  You should not consider the performance of the Comparable Portfolio as an indication of the future performance of International Value Equity

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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 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 International Value Choice Fund and 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 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 on 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.

For comparison purposes, the table below also shows the performance of the shares of International Value Choice Fund over the same periods.  The table below also compares the Comparable Portfolio’s Class A shares’ performance and International Value Choice Fund’s Class A shares to the performance of broad-based securities market indices for the same period.  This performance is shown only during the periods in which both International Value Fund and the Comparable Portfolio were in operation.

(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 closest to the Class’ inception for which data is available.

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How does the Management of the Funds compare?

The following table compares the management of the Funds.

Adviser to the Funds

ING Investments, an Arizona limited liability company, serves as the investment adviser to the Funds.  ING Investments, subject to the supervision of the Board, oversees each Fund’s day-to-day operations and all of the investment advisory and portfolio management services for the Funds.

ING Investments is registered with the U.S. Securities and Exchange Commission (“SEC”) as an investment adviser and is an indirect, wholly-owned subsidiary of ING Groep. ING Groep is a global financial

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institution of Dutch origin offering banking, investments, life insurance and retirement services to over 85 million private, corporate and institutional clients in more than 40 countries. ING Investments became an investment management firm in April 1995.

[Disclosure regarding ING Groep’s restructuring plan to be added by amendment.]

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.

Sub-Adviser to the Funds

The Adviser has engaged ING IM to serve as sub-adviser to International Value Equity Fund and interim sub-adviser to International Value Choice Fund. The Sub-Adviser provides the day-to-day management of each Fund’s portfolio.  ING IM currently serves International Value Choice Fund pursuant to an interim sub-advisory agreement that expires on April 29, 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 Adviser acts as a “manager-of-managers” for the Funds. The Adviser delegates to the Sub-Adviser the responsibility for investment management, subject to the Adviser’s oversight. The Adviser is responsible for monitoring the investment program and performance of the Sub-Adviser.

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

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

ING IM, a Connecticut corporation, was founded in 1972 and is registered with the SEC as an investment adviser. ING IM is an indirect, wholly-owned subsidiary of ING Groep and is an affiliate of ING Investments. ING IM has acted as adviser or sub-adviser to mutual funds since 1994 and has managed institutional accounts since 1972. The principal office of ING IM is located at 230 Park Avenue, New York, New York 10169. As of September 30, 2012, ING IM managed approximately $65.8 billion in assets.

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

Martin Jansen, Senior Portfolio Manager, has primary responsibility for international equities. Mr. Jansen was previously responsible for managing the transition of the U.S. equity trading facility and U.S. equity assets from ING Investment Management The Hague to ING IM. He joined ING in 1997 as senior manager to co-manage U.S. equity portfolios and was named head of the U.S. equity team in 1999. Prior to joining ING, Mr. Jansen was responsible for the U.S. equity and venture capital portfolios at a large corporate Dutch pension fund.

David Rabinowitz joined ING IM in January 2008 as the director of equity research and senior sector analyst covering the consumer staples sector. He was employed by JPMorgan from May 2002 to November 2007 where he held several equity leadership positions. Most recently, he served as director of emerging markets equity research, and before that, was the director of global sector research. Previously, he was a global consumer strategist at UBS Warburg and prior to that, he was a U.S. equity analyst for Smith Barney and Sanford C. Bernstein & Company.

Joseph Vultaggio, Assistant Portfolio Manager and Senior International Research Analyst, joined ING IM in 1994. Mr. Vultaggio is responsible for the European markets.

The Administrator

ING Funds Services, LLC (“Administrator”) serves as administrator to each Fund and receives an annual administrative services fee equal to 0.10% of each Fund’s average daily net assets.

Subject to the supervision of the Board, the Administrator provides administrative services for each Fund including, but not limited to, acting as a liaison among the various service providers to the Funds, including the custodian, transfer agent, and such other service providers as may be retained by the Funds.  The Administrator provides each Fund, at the Administrator’s expense, with adequate personnel, office space, communications facilities, and other facilities necessary for operation of the Funds.

The Distributor

ING Investments Distributor, LLC (“Distributor”) is the principal underwriter and distributor of each Fund. 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 International Value Choice Fund and International Value Equity Fund?

Each Fund is organized as a separate series of ING Mutual Funds.  Consequently, there are no key differences in the rights of shareholders of the Funds.

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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 International Value Choice Fund in exchange for shares of beneficial interest of International Value Equity Fund and the assumption by International Value Equity Fund of all of International Value Choice Fund’s liabilities; and (ii) the distribution of shares of International Value Equity Fund to shareholders of International Value Choice Fund, as provided for in the Reorganization Agreement. International Value Choice Fund will then be liquidated.

Each shareholder of Class A, Class B, Class C, Class I, and Class W shares of International Value Choice Fund will hold, immediately after the Closing Date, the corresponding share class of International Value Equity Fund having an aggregate value equal to the aggregate value of the shares of International Value Choice Fund held by that shareholder as of the close of business on the Closing Date.  In the interest of economy and convenience, shares of International Value Equity Fund generally will not be represented by physical certificates, unless you request the certificates in writing.

The obligations of the Funds under the Reorganization Agreement are subject to various conditions, including approval of the shareholders of International Value Choice Fund.  The Reorganization Agreement also requires that each of the Funds 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.

Expenses of the Reorganization

The expenses of the Reorganization will be borne by the Adviser (or an affiliate) and are expected to total approximately $124,200.  The expenses of the Reorganization shall include, but not be limited to, the costs associated with the preparation of necessary filings with the SEC, printing and distribution the Proxy Statement/Prospectus and proxy materials, legal fees, accounting fees, securities registration fees, and expenses of holding the Special Meeting.  The expenses of the Reorganization do not include the transition costs described in “Portfolio Transitioning” below.

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 International Value Choice Fund nor its shareholders, nor International Value Equity 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. As a condition to the Closing of the Reorganization, the Funds 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 Funds.

Prior to the Closing Date, International Value Choice Fund will pay its shareholders 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.  These distributions would be taxable to shareholders that are subject to tax.

As of June 30, 2012 International Value Choice Fund has estimated capital loss carryforwards of $15.2 million, of which $10.3 million will not be available after the Reorganization.  International Value Equity Fund has

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estimated capital loss carryforwards of $22.5 million of which all will be available after the Reorganization.   After the Reorganization , the losses of International Value Choice Fund generally may be available to International Value Equity Fund to offset its capital gains, although a portion of the amount of these losses that may offset International Value Equity Fund’s capital gains in a given year may be limited due to this Reorganization and in some cases, potential utilization of such losses could be forfeited if they expire before being utilized.  The ability of International Value Equity Fund to absorb losses in the future depends upon a variety of factors that cannot be known in advance, including the existence of capital gains against which these losses may be offset.  In addition, the benefits of any of these various capital loss carryforwards and built in losses currently are available only to pre-Reorganization shareholders of each Fund.  After the Reorganization, however, these benefits will inure to the benefit of all post-Reorganization shareholders of International Value Equity Fund.

Portfolio Transitioning

As discussed above, in anticipation of the Reorganization, the Board approved changes to the investment strategies of International Value Choice Fund as well as those of International Value Equity Fund, and they are now closely aligned.  Since the Funds have identical investment objectives and now have substantially identical investment strategies, ING IM does not anticipate needing to sell a significant portion of International Value Choice Fund’s holdings shortly prior to the Closing Date if the Reorganization is approved.  If any of International Value Choice Fund’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 International Value Equity Fund to hold, which will be delivered to International Value Equity Fund at the Closing Date. During the transition period, International Value Choice Fund 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 International Value Equity Fund, may also sell portfolio holdings that it acquired from International Value Choice Fund, and International Value Equity Fund may not be immediately fully invested in accordance with its stated investment strategies.  In addition, each Fund 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 Funds during the transition period may be made at a disadvantageous time and would result in increased transaction costs that are borne by shareholders.

What is the Board’s recommendation?

Based upon its review, the Board has determined that the Reorganization is in the best interests of International Value Choice Fund and its shareholders.  Accordingly, after consideration of such factors and information it considered relevant, the Board, including the Independent Trustees, approved the Reorganization Agreement and voted to recommend to shareholders that they approve the Reorganization Agreement.  The Board is therefore recommending that International Value Choice Fund’s shareholders vote “ FOR ” the Reorganization Agreement.

What factors did the Board consider?

The Board considered the Reorganization as part of its overall consideration of what would be in the best interests of International Value Choice Fund and International Value Equity Fund and their shareholders in light of the recent departure of the CIO of Tradewinds and outflows from the Funds since his departure.   The Board determined that both Funds would benefit from being combined into a larger fund under the day-to-day portfolio management of ING IM subject to ING IM’s international value investment strategy.

The Board, in approving the Reorganization, considered a number of factors, including, but not limited to, the following: (1) an analysis of ING IM as a  sub-adviser that could replace Tradewinds; (2) the gross and net expense ratios that current shareholders of International Value Choice Fund are expected to experience as a result of the Reorganization; (3) the comparative fee structure of the Funds; (4) the performance of the Comparable Portfolio, which is also sub-advised by ING IM using similar investments strategies as compared to the performance of International Value Choice Fund for the one-, three-, and five-year periods ended December 31, 2011 as well as the comparative investment performance for the period from January 1, 2012 through June 30, 2012; (5) recent enhancements made to the ING IM international value team; (6) the similarity and differences in investment styles between International Value Choice Fund and International Value Equity Fund; (7) the significantly larger combined asset size of the two Funds, which is likely to result in a reduction in expenses for the benefit of current shareholders of International Value Choice Fund; (8) the other potential benefits of the Reorganization to International Value Choice Fund’s shareholders; (9) the direct or

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indirect costs to be incurred by each Fund and its shareholders relating to the Reorganization, including the cost of transitioning International Value Choice Fund in connection with changing the principal investment strategies of the Fund and appointing ING IM as the interim sub-adviser to the Fund in anticipation of the Reorganization; (10) the expected tax consequences of the Reorganization to International Value Choice Fund and its shareholders, including that the Reorganization is intended to qualify for federal income tax purposes as a tax-free reorganization; and (11) the Board’s determination that the Reorganization will not dilute the interests of the shareholders of either of the Funds.

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 International Value Choice Fund do not approve the Reorganization Agreement and shareholders of International Value Equity Fund do not approve the Acquiring Fund Sub-Adviser Proposal,

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International Value Choice Fund, ING investments will consult with the Board regarding what action should be taken with respect to the Fund.

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PROPOSAL TWO — APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT

What is Proposal Two?

International Value Choice Fund and ING Investments wish to retain the services of ING IM as the sub-adviser to International Value Choice Fund on a “permanent” basis.  At a meeting held on September 6, 2012, the Board terminated International Value Choice Fund’s prior sub-advisory agreement with Tradewinds, effective as of the close of business on November 13, 2012. As discussed above, in anticipation of the Reorganization described in Proposal One, the Board also approved changes to the principal investment strategies of International Value Choice Fund to align these strategies with those of ING IM.  After a transition period during which International Value Choice Fund was managed by a transition manager, the Board appointed ING IM as the sub-adviser to International Value Choice Fund pursuant to the Interim Agreement between ING Investments and ING IM, effective as of the close of business on November 30, 2012.  The Interim Agreement expires on April 29, 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 would be required to approve the Proposed Sub-Advisory Agreement if ING IM is to serve beyond the interim period, which would be necessary if shareholders of International Value Choice Fund do not approve Proposal One or shareholders of International Value Equity Portfolio do not approve the Acquiring Fund Sub-Adviser Proposal.

If Proposal Two is approved by shareholders and Proposal One is not, the Proposed Sub-Advisory Agreement is expected to become effective on or about March 14, 2013 and would remain in full force and effect, unless otherwise terminated, through March 14, 2015 and could be continued from year-to-year thereafter in accordance with its terms as described below.  A copy of the Proposed Sub-Advisory Agreement between ING Investments and ING IM is included as Appendix C .

Who is International Value Choice Fund’s investment adviser?

ING Investments, a Delaware limited liability company, serves as the investment adviser to International Value Choice Fund.  For more information on ING Investments, please see “How does the Management of the Funds compare?” in Proposal One.  See Appendix D for a listing of the names, addresses, and the principal occupations of the principal executive officers of ING Investments.

Who was the Sub-Adviser?

Tradewinds was founded in 2006 and is structured as a Delaware limited liability company. Tradewinds is a subsidiary of Nuveen Investments, Inc. The principal address of Tradewinds is 2049 Century Park East, 20th Floor, Los Angeles, CA 90067. As of June 30, 2012, Tradewinds managed approximately $12.4 billion which excludes approximately $575 million in unified managed account assets.

Who is the proposed Sub-Adviser?

Founded in 1972, ING IM is a Connecticut corporation registered as an investment adviser.  For more information on ING IM, please see “How does the Management of the Funds 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, including a Director and Officer of International Value Choice Fund who is also an officer of ING IM.  International Value Equity Fund and ING International Value Portfolio (“International Value Portfolio”) are the only other investment companies with investment objectives similar to that of International Value Choice Fund for which ING IM acts as a sub-adviser.  For more information on the annual rate of compensation paid to ING IM for managing International Value Equity Fund, please see Proposal One.  The following table shows the annual rate of compensation paid to ING IM for managing International Value Portfolio.

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Why was the former sub-adviser to International Value Choice Fund terminated?

The Board approved termination of the sub-advisory agreement with Tradewinds based on a number of factors, including: (1) the recent departure of the CIO of Tradewinds and outflows from the Fund since his departure; and (2) the historical investment performance of the Fund under the day-to-day management of Tradewinds.  The Board also considered these factors, among others, when determining to terminate Tradewinds as the sub-adviser to International Value Equity Fund.  In light of the Adviser’s proposal to reorganize International Value Choice Fund with and into International Value Equity Fund, the Adviser proposed, and the Board approved, the appointment of ING IM as the interim sub-adviser to International Value Choice Fund to allow ING IM to begin managing International Value Choice Fund in substantially same manner as ING IM manages International Value Equity Fund prior to the Reorganization.

How will Proposal Two, if approved, affect the management of International Value Choice Fund?

As discussed above, the day-to-day management of International Value Choice Fund is currently provided by ING IM pursuant to the Interim Agreement.  If the Proposed Sub-Advisory Agreement is approved, ING IM would continue to serve as sub-adviser to International Value Choice Fund and continue to provide the day-to-day management of International Value Choice Fund beyond the term of the Interim Agreement. ING Investments would continue to be responsible for monitoring the investment program and performance of ING IM with respect to International Value Choice Fund.

For more information on the investment professionals with ING IM that are primarily responsible for the day-to-day management of International Value Choice Fund, please see “How does the Management of the Funds compare?” in Proposal One.

Were there changes to the Fund’s principal investment strategies?

Yes, changes were already made to International Value Choice Fund’s principal investment strategies in connection with the termination of Tradewinds 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 Fund’s principal investment strategies that became effective as of the close of business on November 13, 2012.

These changes are detailed in a supplement to International Value Choice Fund’s current prospectus dated September 21, 2012, which was mailed to shareholders, in addition to the discussion regarding these changes contained in Proposal One.  No additional changes to International Value Choice Fund’s principal investment strategies are anticipated in connection with Proposal Two.

What are the terms of the Advisory Agreement?

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

From time to time, ING Investments may recommend the appointment of additional sub-advisers or replacement of non-affiliated sub-advisers to the Board.  It is not expected that ING Investments would normally recommend replacement of an affiliated sub-adviser as part of its oversight responsibilities.  International Value Choice Fund and ING Investments have received exemptive relief from the SEC to permit ING Investments, 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 International Value Choice Fund’s shareholders.  International Value Choice Fund will notify shareholders of any change in the identity of a sub-adviser of International Value Choice Fund, the addition of a sub-adviser to International Value Choice Fund, or any change in the terms of a contract with a non-

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affiliated sub-adviser.  In this event, the name of International Value Choice Fund and its investment strategies may also change.

The Advisory Agreement provides that ING Investments is not subject to liability to International Value Choice Fund 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.

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 International Value Choice Fund’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 Trustees 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 International Value Choice Fund under the Advisory Agreement, ING Investments currently receives an advisory fee, payable monthly, at the annual rate of International Value Choice Fund’s average daily net assets shown in the table below.  The table below also indicates the annual fees (advisory fees) paid by International Value Choice Fund to ING Investments for the fiscal year ended October 31, 2012.

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

A copy of the Proposed Sub-Advisory Agreement between ING Investments 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 Tradewinds, the key terms of the Proposed Sub-Advisory Agreement are substantially similar with the exception of the effective dates and (as discussed further below) provisions regarding valuation, employment or association with other persons, brokerage decisions and indemnification.  Under the Proposed Sub-Advisory Agreement, the fees payable to ING IM would be paid by ING Investments, and not by International Value Choice Fund.  Pursuant to the Proposed Sub-Advisory Agreement, ING IM would act as International Value Choice Fund’s sub-adviser.  In this capacity, ING IM would furnish International Value Choice Fund with investment advisory services in connection with a continuous investment program and manage International Value Choice Fund’s investments in accordance with its investment objective, investment policies, and restrictions, as set forth in International Value Choice Fund’s prospectus and statement of additional information.  Subject to the supervision and control of ING Investments, 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 International Value Choice Fund 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 ING Mutual Funds, its shareholders or to ING Investments for any act or omission resulting in any loss suffered by ING Mutual Funds, International Value Choice Fund or International Value Choice Fund’s shareholders in connection with any service provided under the Proposed Sub-Advisory Agreement.

The Proposed Sub-Advisory Agreement does not contain certain provisions that are contained in the prior sub-advisory agreement with Tradewinds.  Under the prior sub-advisory agreement, among other provisions, Tradewinds was not liable for incorrect or incomplete portfolio securities valuation determinations made by International Value Choice Fund,

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International Value Choice Fund’s custodian and/or its portfolio accounting agent, except where the valuation was based on information provided by Tradewinds that was materially incorrect or incomplete as a result of Tradewinds’ gross negligence.  In addition, Tradewinds was permitted to employ or associate with other persons to assist in carrying out Tradewinds’ obligations under the agreement, provided that such person(s) did not act as an “investment adviser” (as defined in the 1940 Act) unless, among other things, the contract with such persons had been approved as required by the 1940 Act.

With respect to indemnification provisions, under the prior sub-advisory agreement with Tradewinds, indemnification was prohibited where an indemnified party’s liability arose from, among other things, such party’s negligence in the performance of that party’s duties.  Under the Proposed Sub-Advisory Agreement, by contrast, indemnification is prohibited if the indemnified party was grossly negligent in the performance of that party’s duties.  The Adviser’s or Sub-Adviser’s negligence, willful misfeasance, bad faith or reckless disregard in the performance of its duties to the Fund, or by reason of the Adviser’s or Sub-Adviser’s breach of its obligations and duties under the agreement, could be a basis for indemnification under the prior sub-advisory agreement with Tradewinds (provided such indemnification is not prohibited under the applicable provision described above).  Under the Proposed Subadvisory Agreement, by contrast, the Adviser or Sub-Adviser need only have exercised bad faith or willful misfeasance in the performance of its duties or have recklessly disregarded its obligations and duties under the Agreement to provide a basis for indemnification (provided such indemnification is not prohibited under the applicable provision described above).

The sub-advisory fee payable under the Proposed Sub-Advisory Agreement would be pursuant to the following fee schedule (as a percentage of the Fund’s average daily net assets).  The sub-advisory fee paid by ING Investments for fiscal year ended October 31, 2012 was paid to the former sub-adviser, Tradewinds.

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 14, 2013 and will remain in full force and effect, unless otherwise terminated, through March 14, 2015.  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 International Value Choice Fund, 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 ING Investments at any time, upon sixty (60) days’ written notice to ING IM and International Value Choice Fund; by International Value Choice Fund at any time without payment of any penalty, upon the vote of a majority of International Value Choice Fund’s Board; or a majority of the outstanding voting securities of International Value Choice Fund, upon sixty (60) days’ written notice to ING Investments and ING IM.

Are any changes expected to International Value Choice Fund ’s fee structure due to the appointment of ING IM as sub-adviser?

International Value Choice Fund ’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 International Value Choice Fund ?

ING Investments Distributor, LLC is the principal underwriter and distributor for International Value Choice Fund.  The Distributor’s principal offices are located at 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258-2034. The Distributor is an affiliate of ING Investments and an indirect, wholly-owned subsidiary of ING Groep. The Fund paid the Distributor $87,701 in underwriting fees for the fiscal year ended October 31, 2012.

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During the fiscal year ended October 31, 2012, International Value Choice Fund did not pay any brokerage commissions to affiliated broker-dealers.

What is the required vote?