<DOCUMENT>
<TYPE>497
<SEQUENCE>1
<FILENAME>p69710he497.txt
<DESCRIPTION>497
<TEXT>
<PAGE>

                        SUPPLEMENT DATED OCTOBER 29, 2004
                         TO THE CURRENT PROSPECTUSES OF
       ING CORPORATE LEADERS TRUST, ING EQUITY TRUST, ING FUNDS TRUST, ING
  INVESTMENT FUNDS, INC., ING MAYFLOWER TRUST, ING MUTUAL FUNDS, ING PRIME RATE
    TRUST, ING SENIOR INCOME FUND, ING VARIABLE INSURANCE TRUST, ING VARIABLE
  PRODUCTS TRUST, ING VP EMERGING MARKETS FUND, INC., ING VP NATURAL RESOURCES
                          TRUST AND USLICO SERIES FUND
                               (THE "REGISTRANTS")

The following is added to the current Prospectus(es) of each of the above listed
Registrants;

INFORMATION REGARDING TRADING OF ING'S U.S. MUTUAL FUNDS

ING Investments, LLC ("Investments"), the adviser to the ING Funds, has reported
to the Boards of Directors/Trustees (the "Board") of the ING Funds that, like
many U.S. financial services companies, Investments and certain of its U.S.
affiliates have received informal and formal requests for information since
September 2003 from various governmental and self-regulatory agencies in
connection with investigations related to mutual funds and variable insurance
products. Investments has advised the Board that it and its affiliates have
cooperated fully with each request.

In addition to responding to regulatory and governmental requests, Investments
reported that management of U.S. affiliates of ING Groep N.V., including
Investments (collectively, "ING"), on their own initiative, have conducted,
through independent special counsel and a national accounting firm, an extensive
internal review of trading in ING insurance, retirement, and mutual fund
products. The goal of this review was to identify any instances of inappropriate
trading in those products by third parties or by ING investment professionals
and other ING personnel. ING's internal review related to mutual fund trading is
now substantially completed. ING has reported that, of the millions of customer
relationships that ING maintains, the internal review identified several
isolated arrangements allowing third parties to engage in frequent trading of
mutual funds within ING's variable insurance and mutual fund products, and
identified other circumstances where frequent trading occurred, despite measures
taken by ING intended to combat market timing. ING further reported that each of
these arrangements has been terminated and fully disclosed to regulators. The
results of the internal review were also reported to the independent members of
the Board.

Investments has advised the Board that most of the identified arrangements were
initiated prior to ING's acquisition of the businesses in question in the U.S.
Investments further reported that the companies in question did not receive
special benefits in return for any of these arrangements, which have all been
terminated.

Based on the internal review, Investments has advised the Board that the
identified arrangements do not represent a systemic problem in any of the
companies that were involved.

<PAGE>

More specifically, Investments reported to the Board that, at this time, these
instances include the following:

      -     ING has identified three arrangements, dating from 1995, 1996 and
            1998, under which the administrator to the then-Pilgrim Funds, which
            subsequently became part of the ING Funds, entered formal and
            informal arrangements that permitted frequent trading. ING Funds
            Distributor, LLC ("IFD") has received a notice from the staff of the
            NASD informing IFD that it has made a preliminary determination to
            recommend that disciplinary action be brought against IFD and one of
            its registered persons for violations of the NASD Conduct Rules and
            certain provisions of the federal securities laws in connection with
            these arrangements. As permitted under NASD procedures, IFD may
            respond to the NASD staff before the staff makes a final
            recommendation.

      -     Aeltus Investment Management, Inc. (a predecessor entity to ING
            Investment Management Co.) has identified two investment
            professionals who engaged in extensive frequent trading in certain
            ING Funds. One was subsequently terminated for cause and incurred
            substantial financial penalties in connection with this conduct and
            the second has been disciplined.

      -     ReliaStar Life Insurance Company ("ReliaStar") entered into
            agreements seven years ago permitting the owner of policies issued
            by the insurer to engage in frequent trading and to submit orders
            until 4pm Central Time. In 2001 ReliaStar also entered into a
            selling agreement with a broker-dealer that engaged in frequent
            trading. Employees of ING affiliates were terminated and/or
            disciplined in connection with these matters.

      -     In 1998, Golden American Life Insurance Company entered into
            arrangements permitting a broker-dealer to frequently trade up to
            certain specific limits in a fund available in an ING variable
            annuity product. No employee responsible for this arrangement
            remains at the company.

For additional information regarding these matters, you may consult the Form 8-K
for each of four life insurance companies, ING USA Annuity and Life Insurance
Company, ING Life Insurance and Annuity Company, ING Insurance Company of
America, and ReliaStar Life Insurance Company of New York, each filed with the
Securities and Exchange Commission (the "SEC") on September 9, 2004. These Forms
8-K can be accessed through the SEC's Web site at http://www.sec.gov. Despite
the extensive internal review conducted through independent special counsel and
a national accounting firm, there can be no assurance that the instances of
inappropriate trading reported to the Board are the only instances of such
trading respecting the ING Funds.

Investments reported to the Board that ING is committed to conducting its
business with the highest standards of ethical conduct with zero tolerance for
noncompliance. Accordingly, Investments advised the Board that ING management
was disappointed that its voluntary internal review identified these situations.
Viewed in the context of the breadth and magnitude of its U.S. business as a
whole, ING management does not believe that ING's acquired companies had
systemic ethical or compliance issues in these areas. Nonetheless, Investments
reported that given ING's refusal to tolerate any lapses, it has

                                       2
<PAGE>

taken the steps noted below, and will continue to seek opportunities to further
strengthen the internal controls of its affiliates.

      -     ING has agreed with the ING Funds to indemnify and hold harmless the
            ING Funds from all damages resulting from wrongful conduct by ING or
            its employees or from ING's internal investigation, any
            investigations conducted by any governmental or self-regulatory
            agencies, litigation or other formal proceedings, including any
            proceedings by the Securities and Exchange Commission. Investments
            reported to the Board that ING management believes that the total
            amount of any indemnification obligations will not be material to
            ING or its U.S. business.

      -     ING updated its Code of Conduct for employees reinforcing its
            employees' obligation to conduct personal trading activity
            consistent with the law, disclosed limits, and other requirements.

      -     The ING Funds, upon a recommendation from ING, updated their
            respective Codes of Ethics applicable to investment professionals
            with ING entities and certain other fund personnel, requiring such
            personnel to pre-clear any purchases or sales of ING Funds that are
            not systematic in nature (i.e., dividend reinvestment), and imposing
            minimum holding periods for shares of ING Funds.

      -     ING instituted excessive trading policies for all customers in its
            variable insurance and retirement products and for shareholders of
            the ING Funds sold to the public through financial intermediaries.
            ING does not make exceptions to these policies.

      -     ING reorganized and expanded its U.S. Compliance Department, and
            created an Enterprise Compliance team to enhance controls and
            consistency in regulatory compliance.

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

                                       3

</TEXT>
</DOCUMENT>
