EX-99.77.B

                                                                   Exhibit 77(b)


                        REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Shareholders
  of ING GNMA Income Fund, Inc.

In planning and performing our audit of the financial statements of ING GNMA
Income Fund, Inc., formerly Pilgrim GNMA Income Fund, Inc., (the "Fund") for the
year ended March 31, 2002, we considered its internal control, including control
activities for safeguarding securities, in order to determine our auditing
procedures for the purpose of expressing our opinion on the financial statements
and to comply with the requirements of Form N-SAR, not to provide assurance on
internal control.

The management of the Fund is responsible for establishing and maintaining
internal control. In fulfilling this responsibility, estimates and judgments by
management are required to assess the expected benefits and related costs of
controls. Generally, controls that are relevant to an audit pertain to the
entity's objective of preparing financial statements for external purposes that
are fairly presented in conformity with generally accepted accounting
principles. Those controls include the safeguarding of assets against
unauthorized acquisition, use or disposition.

Because of inherent limitations in internal control, errors or fraud may occur
and not be detected. Also, projection of any evaluation of internal control to
future periods is subject to the risk that controls may become inadequate
because of changes in conditions or that the effectiveness of their design and
operation may deteriorate.

Our consideration of internal control would not necessarily disclose all matters
in internal control that might be material weaknesses under standards
established by the American Institute of Certified Public Accountants. A
material weakness is a condition in which the design or operation of one or more
of the internal control components does not reduce to a relatively low level the
risk that misstatements caused by error or fraud in amounts that would be
material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions. However, we noted no matters involving
internal control and its operation, including controls for safeguarding
securities, that we consider to be material weaknesses as defined above as of
March 31, 2002.

This report is intended solely for the information and use of the Board of
Directors, management and the Securities and Exchange Commission and is not
intended to be and should not be used by anyone other than these specified
parties.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Denver, Colorado
May 15, 2002

EX-99.77.C

                                                                   Exhibit 77(c)


              SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A special meeting of shareholders of the Fund was held on March 21, 2002, to
approve the reorganization of the Fund as a newly created series of ING Funds
Trust, a Delaware business trust (For: 35,824,691, Against: 1,137,007).

EX-99.77.I

                                                                   Exhibit 77(i)


                       TERMS OF NEW OR AMENDED SECURITIES

On November 2, 2001, the Board of Directors of the Registrant approved the
issuance of a new class of securities of the Fund designated "Class I." Class I
shares (1) are sold at the Fund's then-current net asset value without the
imposition of a front-end sales charge; (2) are not be subject to a contingent
deferred sales charge; and (3) are not subject to a fee for distribution or
service activities.

Class I shares are identical to all other classes of the Fund in all respects
except for class designation, allocation of certain expenses attributable to
Class I shares, and voting rights. Class I shareholders vote separately with
respect to issues affecting only Class I. Class I shares represent interests in
the same investment fund as all other classes of the Fund and, therefore, are
subject to the same investment objectives, policies and limitations as all other
classes of the Fund.

Further description of Class I shares appears in the Registrant's Amended and
Restated Rule 18f-3 Plan.

EX-99.77.Q.1

                                                                Exhibit 77(q)(1)


                                    EXHIBITS

(a)(1) Form of Articles Supplementary to the Registrant's Articles of
Incorporation reflecting the creation of Class I shares - filed as an exhibit to
Post-Effective Amendment No. 40 to the Registrant's Form N-1A Registration
Statement on November 9, 2001 and incorporated herein by reference.

(a)(2) Form of Articles of Amendment to the Registrant's Articles of
Incorporation changing the Registrant's name from Pilgrim GNMA Income Fund, Inc.
to "ING GNMA Income Fund, Inc." - filed as an exhibit to Post-Effective
Amendment No. 41 to the Registrant's Form N-1A Registration Statement on
February 28, 2002 and incorporated herein by reference.

(d) Form of Amended and Restated Multiple Class Plan Pursuant to Rule 18f-3 of
the Investment Company Act of 1940 - filed as an exhibit to Post-Effective
Amendment No. 40 to the Registrant's Form N-1A Registration Statement on
November 9, 2001 and incorporated herein by reference.