SECURITIES ACT OF 1933 FILE NO. 333-56881
                                INVESTMENT COMPANY ACT OF 1940 FILE NO. 811-8817
                                       SECURITIES ACT OF 1933 FILE NO. 033-67852
                                INVESTMENT COMPANY ACT OF 1940 FILE NO. 811-7978
                                       SECURITIES ACT OF 1933 FILE NO. 002-34552
                                INVESTMENT COMPANY ACT OF 1940 FILE NO. 811-1939

                             ING GROWTH + VALUE FUND
                          ING GROWTH OPPORTUNITIES FUND
                            ING LARGECAP GROWTH FUND
                          ING MIDCAP OPPORTUNITIES FUND
                         ING SMALLCAP OPPORTUNITIES FUND
                        ING RESEARCH ENHANCED INDEX FUND
                           ING FINANCIAL SERVICES FUND
                          ING LARGE COMPANY VALUE FUND
                                ING MAGNACAP FUND
                              ING MIDCAP VALUE FUND
                             ING SMALLCAP VALUE FUND
                          ING TAX EFFICIENT EQUITY FUND
                              ING CONVERTIBLE FUND
                            ING EQUITY AND BOND FUND

                       SUPPLEMENT DATED DECEMBER 11, 2002
                     TO THE CLASSES A, B, C, M, T, I, AND Q
                          DOMESTIC EQUITY GROWTH FUNDS,
                         DOMESTIC EQUITY VALUE FUNDS AND
                        DOMESTIC EQUITY AND INCOME FUNDS
          STATEMENT OF ADDITIONAL INFORMATION DATED SEPTEMBER 23, 2002

Effective immediately, the following language replaces the language contained in
the  "Determination  of Share  Price"  section on page 139 of the  Statement  of
Additional Information:


          As noted in the  Prospectus,  the NAV and offering price of each class
     of each  Fund's  shares  will be  determined  once daily as of the close of
     regular trading on the New York Stock Exchange ("NYSE") (normally 4:00 p.m.
     Eastern time) during each day on which the NYSE is open for trading.  As of
     the date of this Statement of Additional Information, the NYSE is closed on
     the  following  holidays:  New Year's Day,  Martin  Luther  King,  Jr. Day,
     Presidents' Day, Good Friday,  Memorial Day,  Independence  Day, Labor Day,
     Thanksgiving Day, and Christmas Day.

          Portfolio  securities  listed  or  traded  on  a  national  securities
     exchange or included in the NASDAQ National Market System will be valued at
     the last reported sale price on the valuation day.  Securities traded on an
     exchange  or  NASDAQ  for  which  there has been no sale that day and other
     securities traded in the over-the-counter market will be valued at the mean
     between the last  reported  bid and asked prices on the  valuation  day. In
     cases in which  securities  are  traded  on more  than  one  exchange,  the
     securities are valued on the exchange that is normally the primary  market.

     Short-term  obligations  maturing  in less than 60 days will  generally  be
     valued at amortized cost.  This involves  valuing a security at cost on the
     date of  acquisition  and  thereafter  assuming a constant  accretion  of a
     discount or amortization of a premium to maturity, regardless of the impact
     of fluctuating interest rates on the market value of the instrument.  While
     this  method  provides  certainty  in  valuation,  it may result in periods
     during which value,  as  determined  by amortized  cost, is higher or lower
     than the price a Fund  would  receive if it sold the  instrument.  See "Net
     Asset Value" in the shareholder guide of the Prospectus. The long-term debt
     obligations  held in a Fund's  portfolio will be valued at the mean between
     the most recent bid and asked  prices as obtained  from one or more dealers
     that make markets in the securities when over-the counter market quotations
     are readily available.

          Securities  and assets for which  market  quotations  are not  readily
     available  (which  may  include  certain  restricted  securities  which are
     subject to limitations as to their sale) are valued at their fair values as
     determined in good faith by or under the  supervision  of the Fund's Board,
     in accordance with methods that are  specifically  authorized by the Board.
     Securities traded on exchanges,  including foreign  exchanges,  which close
     earlier than the time that a Fund  calculates  its net asset value may also
     be valued at their fair values as  determined in good faith by or under the
     supervision  of a  Fund's  Board,  in  accordance  with  methods  that  are
     specifically  authorized by the Board. The valuation  procedures applied in
     any specific instance are likely to vary from case to case. With respect to
     a restricted security, for example, consideration is generally given to the
     cost of the investment,  the market value of any unrestricted securities of
     the same  class at the  time of  valuation,  the  potential  expiration  of
     restrictions on the security, the existence of any registration rights, the
     costs to the Fund  related  to  registration  of the  security,  as well as
     factors relevant to the issuer itself.  Consideration  may also be given to
     the price and extent of any public  trading  in similar  securities  of the
     issuer or comparable companies' securities.

          The prices of foreign  securities  are  determined  using  information
     derived from pricing  services and other sources.  The value of the foreign
     securities traded on exchanges outside the United States is generally based
     upon the price on the  foreign  exchange as of the close of business of the
     exchange preceding the time of valuation (or, if earlier,  at the time of a
     Fund's  valuation).  Foreign  securities  markets  may close  before a Fund
     determines its NAV. European, Asian, Latin American, or other international
     securities  trading  may not take  place  on all days on which  the NYSE is
     open. Further, trading takes place in Japanese markets on certain Saturdays
     and in  various  foreign  markets  on days on which  the NYSE is not  open.
     Consequently,  the  calculation  of a Fund's  net asset  value may not take
     place  contemporaneously with the determination of the prices of securities
     held by the Fund in foreign  securities  markets.  Further,  the value of a
     Fund's assets may be significantly affected by foreign trading on days when
     a shareholder cannot purchase or redeem shares of the Fund.

          If a  significant  event which is likely to impact the value of one or
     more foreign  securities  held by a Fund occurs after the time at which the
     foreign market for such  security(ies)  closes but before the time that the
     Fund's net asset value is calculated on any business day, such event may be
     taken into account in determining the fair value of such  security(ies)  at
     the  time  the  Fund   calculates  its  net  asset  value.   The  Board  of
     Directors/Trustees  has  adopted  procedures  under which the fair value of
     foreign  securities  may, upon the  occurrence of a significant  event,  be
     determined as of the time a Fund calculates its net asset value.  For these
     purposes, significant events after the close of trading on a foreign market
     may  include,  among  others,  securities  trading  in the U.S.  and  other
     markets,   corporate  announcements,   natural  and  other  disasters,  and
     political and other events. Among other elements of analysis,  the Board of

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     Directors/Trustees  has authorized the use of one or more research services
     to assist with the determination of the fair value of foreign securities in
     light of significant events. Research services use statistical analyses and
     quantitative  models  to help  determine  fair  value as of the time a Fund
     calculates  its net asset value.  Unlike the closing price of a security on
     an exchange, fair value determinations employ elements of judgment, and the
     fair value assigned to a security may not represent the actual value that a
     Fund could  obtain if it were to sell the security at the time of the close
     of  the   NYSE.   Pursuant   to   procedures   adopted   by  the  Board  of
     Directors/Trustees,  the Funds are not obligated to use the fair valuations
     suggested by any research service, and valuations provided by such research
     services may be overridden if other events have occurred,  or if other fair
     valuations  are  determined  in good  faith to be more  accurate.  Unless a
     market movement or other event has occurred which constitutes a significant
     event under procedures adopted by the Board of  Directors/Trustees,  events
     affecting the values of portfolio securities that occur between the time of
     the close of the  foreign  market on which they are traded and the close of
     regular  trading  on the NYSE will not be  reflected  in a Fund's net asset
     value.

          Quotations of foreign  securities in foreign currency are converted to
     U.S. dollar  equivalents using the foreign exchange  quotation in effect at
     the time NAV is computed.

          Options on currencies  purchased by the Funds are valued at their last
     bid price in the case of listed  options or at the  average of the last bid
     prices obtained from dealers in the case of OTC options.

          The price of silver and gold bullion is  determined  by measuring  the
     mean  between  the  closing  bid and asked  quotations  of silver  and gold
     bullion  set at the time of the close of the NYSE,  as supplied by Precious
     Metals Fund's custodian bank or other  broker-dealers  or banks approved by
     Precious Metals Fund, on each date that the NYSE is open for business.

          The fair value of other assets is added to the value of all securities
     positions  to arrive  at the value of a Fund's  total  assets.  The  Fund's
     liabilities,  including accruals for expenses,  are deducted from its total
     assets.  Once the total  value of the Fund's  net assets is so  determined,
     that  value is then  divided  by the total  number  of  shares  outstanding
     (excluding treasury shares),  and the result,  rounded to the nearest cent,
     is the net asset value per share.

          In computing the net asset value for a class of shares of a Fund,  all
     class-specific liabilities incurred or accrued are deducted from the class'
     net assets. The resulting net assets are divided by the number of shares of
     the class outstanding at the time of the valuation and the result (adjusted
     to the nearest cent) is the net asset value per share.

          The per  share  net asset  value of Class A shares  generally  will be
     higher  than the per share NAV of shares of the other  classes,  reflecting
     daily expense accruals of the higher  distribution fees applicable to Class
     B and Class C. It is expected,  however, that the per share net asset value
     of the  classes  will tend to  converge  immediately  after the  payment of
     dividends or distributions  that will differ by approximately the amount of
     the expense accrual differentials between the classes.

          Orders  received by dealers  prior to the close of regular  trading on
     the NYSE will be confirmed at the offering  price  computed as of the close
     of  regular  trading  on the NYSE  provided  the order is  received  by the
     Distributor  prior to its close of business  that same day  (normally  4:00
     P.M. Pacific time). It is the  responsibility  of the dealer to insure that
     all orders are transmitted  timely to the Fund.  Orders received by dealers
     after the close of  regular  trading on the NYSE will be  confirmed  at the
     next computed offering price as described in the Prospectus.


               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE

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