ING EQUITY TRUST
                              ING Convertible Fund
                          ING MidCap Opportunities Fund
                          ING MidCap Value Choice Fund

                           ING INVESTMENT FUNDS, INC.
                                ING MagnaCap Fund

                         Supplement dated June 21, 2006
            to the Class A, Class B, Class C and Class M Prospectus,
                   Class I Prospectus, and Class Q Prospectus
                          Each dated September 30, 2005

ING CONVERTIBLE FUND

1.   On March 16, 2006 and March 30, 2006, the Board of Trustees of ING Equity
     Trust and the Board of Directors of ING Series Fund, Inc., respectively,
     approved a proposal to reorganize ING Convertible Fund ("Disappearing
     Fund") into ING Balanced Fund ("Surviving Fund"):



  DISAPPEARING FUND      SURVIVING FUND
- --------------------   -----------------
                    
ING Convertible Fund   ING Balanced Fund


     The proposed reorganization is subject to approval by shareholders of the
     Disappearing Fund. If shareholder approval is obtained, it is expected that
     the reorganization will take place on or about September 9, 2006.

Effective January 1, 2006, pursuant to a side agreement, the expense limits for
ING Convertible Fund were lowered to 1.27%, 2.02%, 2.02%, and 1.27% for Class A,
Class B, Class C, and Class Q shares, respectively, through December 31, 2006.

2.   The fifth and sixth sentences of footnote (2) to the table entitled "What
     You Pay to Invest - Operating Expenses Paid Each Year by the Funds" on page
     34 of the Class A, Class B, Class C and Class M Prospectus are hereby
     deleted and replaced with the following:

          Effective January 1, 2006, pursuant to a side agreement, ING
          Investments, LLC has lowered the expense limits for ING Convertible
          Fund to 1.27%, 2.02%, and 2.02% for Class A, Class B, and Class C
          shares, respectively, through December 31, 2006. If, after December
          31, 2006, ING Investments, LLC elects not to renew the side agreement,
          the expense limits will revert to the limitations under ING
          Convertible Fund's expense limitation agreement of 1.60%, 2.25%, and
          2.25% for Class A, Class B, and Class C shares, respectively.

3.   The ninth and tenth sentences of footnote (3) to the table entitled "What
     You Pay to Invest - Operating Expenses Paid Each Year by the Funds" on page
     20 of the Class Q Prospectus are hereby deleted and replaced with the
     following:

          Additionally, effective January 1, 2006, pursuant to a side agreement,
          ING Investments, LLC has lowered the expense limit for ING Convertible
          Fund to 1.27% for Class Q shares through December 31, 2006. If, after
          December 31, 2006, ING Investments, LLC elects not to renew the side
          agreement, the expense limit will



          revert to the limitation under ING Convertible Fund's expense
          limitation agreement of 1.50% for Class Q shares.

ING MIDCAP OPPORTUNITIES FUND

Effective January 1, 2006, pursuant to a side agreement, the expense limits for
ING MidCap Opportunities Fund were lowered to 1.25%, 2.00%, 2.00%, 1.00%, and
1.25% for Class A, Class B, Class C, Class I, and Class Q shares, respectively,
through December 31, 2006.

1.   The ninth and tenth sentences of footnote (2) to the table entitled "What
     You Pay to Invest - Operating Expenses Paid Each Year by the Funds" on page
     34 of the Class A, Class B, Class C and Class M Prospectus are hereby
     deleted and replaced with the following:

          Additionally, effective January 1, 2006, pursuant to a side agreement,
          ING Investments, LLC has lowered the expense limits for ING MidCap
          Opportunities Fund to 1.25%, 2.00%, and 2.00% for Class A, Class B,
          and Class C shares, respectively, through December 31, 2006. If, after
          December 31, 2006, ING Investments, LLC elects not to renew the side
          agreement, the expense limits will revert to the limitations under ING
          MidCap Opportunities Fund's expense limitation agreement of 1.75%,
          2.45%, and 2.45% for Class A, Class B, and Class C shares,
          respectively.

2.   The fifth and sixth sentences of footnote (2), to the table entitled "What
     You Pay to Invest - Operating Expenses Paid Each Year by the Funds" on page
     26 of the Class I Prospectus are hereby deleted and replaced with the
     following:

          Effective January 1, 2006, pursuant to a side agreement, ING
          Investments, LLC has lowered the expense limit for ING MidCap
          Opportunities Fund to 1.00% for Class I shares through December 31,
          2006. If, after December 31, 2006, ING Investments, LLC elects not to
          renew the side agreement, the expense limit will revert to the
          limitation under ING MidCap Opportunities Fund's expense limitation
          agreement of 1.45% for Class I shares.

3.   The seventh and eighth sentences of footnote (3) to the table entitled
     "What You Pay to Invest - Operating Expenses Paid Each Year by the Funds"
     on page 20 of the Class Q Prospectus are hereby deleted and replaced with
     the following:

          Additionally, effective January 1, 2006, pursuant to a side agreement,
          ING Investments, LLC has lowered the expense limit for ING MidCap
          Opportunities Fund to 1.25% for Class Q shares through December 31,
          2006. If, after December 31, 2006, ING Investments, LLC elects not to
          renew the side agreement, the expense limit will revert to the
          limitation under ING MidCap Opportunities Fund's expense limitation
          agreement of 1.60% for Class Q shares.

ING MIDCAP VALUE CHOICE FUND

Effective March 1, 2006, Nuveen Investments Inc., parent company of NWQ
Investment Management Company, LLC, organized an indirect, wholly-owned
subsidiary, Tradewinds NWQ Global Investors, LLC ("Tradewinds"). Tradewinds is
an investment management organization focused on international/global investing
across all capitalizations. As a result, sub-advisory responsibilities for ING
MidCap Value Choice Fund were transferred to Tradewinds effective April 3,
2006.


1.   All references to "NWQ Investment Management Company, LLC" and "NWQ" as
     sub-adviser to ING MidCap Value Choice Fund are hereby deleted and replaced
     with "Tradewinds NWQ Global Investors, LLC" and "Tradewinds,"
     respectively.

2.   The sub-section entitled "ING MidCap Value Choice Fund" under the section
     entitled "Management of the Funds - Adviser and Sub-Adviser" on page 55 of
     the Class A, Class B, Class C and Class M Prospectus and on page 41 of the
     Class I Prospectus is here by deleted in its entirety.

3.   The following new sub-section is inserted after the sub-section entitled
     "NWQ Investment Management Company, LLC" under the section entitled
     "Management of the Funds - Adviser and Sub-Advisers" on page 55 of the
     Class A, Class B, Class C and Class M Prospectus and on pages 40 and 41 of
     the Class I Prospectus:

          TRADEWINDS NWQ GLOBAL INVESTORS, LLC

          Tradewinds NWQ Global Investors, LLC ("Tradewinds" or "Sub-Adviser"),
          a Delaware Limited Liability Corporation, serves as Sub-Adviser to ING
          MidCap Value Choice Fund. Tradewinds is responsible for managing the
          assets of the Fund in accordance with the Fund's investment objective
          and policies, subject to oversight by ING Investments and the Fund's
          Board.

          Launched in March 2006, Tradewinds serves institutions and private
          clients worldwide. Tradewinds is registered with the SEC as an
          investment adviser and is an indirect, wholly-owned subsidiary of
          Nuveen Investments, Inc., a publicly traded company, except for a
          minority interest owned by certain members of Tradewinds.

          As of March 1, 2006, Tradewinds managed approximately $15.7 billion in
          assets. The principal address of Tradewinds is 2049 Century Park East,
          16th Floor, Los Angeles, CA 90067.

          ING MIDCAP VALUE CHOICE FUND

          David B. Iben, CFA, Managing Director & Chief Investment Officer,
          joined Tradewinds in March 2006 and serves on the executive committee.
          Mr. Iben has managed the Fund since its inception in February 2005. He
          holds the Chartered Financial Analyst designation and is a member of
          the CFA Institute and the Los Angeles Society of Financial Analysts.
          Previously, Mr. Iben was Managing Director/Portfolio Manager at NWQ
          from 2000 to 2006.

4.   Footnote reference (4) and the corresponding footnote are added to the
     "Average Annual Total Returns" and "Annual Total Returns" tables in the
     sub-section entitled "Performance of Similar Mid Cap Value Accounts Managed
     by NWQ" under the section entitled "Management of the Funds - Adviser and
     Sub-Advisers" on pages 55 and 56 of the Class A, Class B, Class C and Class
     M Prospectus and on pages 40 and 41 of the Class I Prospectus:

          (4) Performance results from November 1, 2000 - February 28, 2006,
          represent the performance of the previous sub-adviser, NWQ Investment
          Management Company, LLC, Tradewinds' affiliate.

ING MAGNACAP FUND

1.   Effective April 28, 2006, Michael Leskinen, CFA serves as an Assistant
     Portfolio Manager to ING MagnaCap Fund. The following sub-section entitled
     "ING MagnaCap Fund" under the section entitled "Management of the Funds -
     Adviser and Sub-Advisers" on pages 48 and 35 of the Class A, Class B, Class
     C and Class M Prospectus and Class I Prospectus, respectively is hereby
     deleted in its entirety and replaced with the following:

          ING MAGNACAP FUND

          The following individuals are responsible for the day-to-day
          management of MagnaCap Fund:



          Scott Lewis, Senior Portfolio Manager, has managed the Fund since
          2005. Mr. Lewis joined ING IM in May 2004 and has over 22 years of
          investment experience. Mr. Lewis joined ING IM from Credit Suisse
          Asset Management ("CSAM"), where he worked for 18 years both with CSAM
          and its predecessor, Warburg Pincus. Most recently, he served as
          managing director and portfolio manager, having previously been head
          of U.S. equity research.

          Michael Leskinen, CFA, Assistant Portfolio Manager, has been assisting
          with the management of the Fund since April 2006. He joined ING IM as
          a Research Analyst covering the financial services sector in December
          2001, coming from Federated Investors where he worked for one year. In
          his role, he provides investment research and stock recommendations to
          various large cap equity strategies. Previously, Mr. Leskinen worked
          at Citigroup and Bank One.

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                                ING EQUITY TRUST
                              ING Convertible Fund
                          ING MidCap Opportunities Fund
                          ING MidCap Value Choice Fund

                           ING INVESTMENT FUNDS, INC.
                                ING MagnaCap Fund

                         Supplement dated June 21, 2006
    to the Class A, Class B, Class C, Class I, Class M, Class O, and Class Q
                   Statement of Additional Information ("SAI")
                            Dated September 30, 2005

ING CONVERTIBLE FUND

1.   On March 16, 2006 and March 30, 2006, the Board of Trustees of ING Equity
     Trust and the Board of Directors of ING Series Fund, Inc., respectively,
     approved a proposal to reorganize ING Convertible Fund ("Disappearing
     Fund") into ING Balanced Fund ("Surviving Fund").



  DISAPPEARING FUND      SURVIVING FUND
- --------------------   -----------------
                    
ING Convertible Fund   ING Balanced Fund


     The proposed reorganization is subject to approval by shareholders of the
     Disappearing Fund. If shareholder approval is obtained, it is expected that
     the reorganization will take place on or about September 9, 2006.

ING CONVERTIBLE FUND AND ING MIDCAP OPPORTUNITIES FUND

Effective January 1, 2006, pursuant to a side agreement, the expense limits for
ING Convertible Fund were lowered to 1.27%, 2.02%, 2.02%, and 1.27% for Class A,
Class B, Class C, and Class Q shares, respectively, through and including
December 31, 2006. Additionally, the expense limits for ING MidCap Opportunities
Fund were lowered to 1.25%, 2.00%, 2.00%, 1.00%, and 1.25% for Class A, Class B,
Class C, Class I, and Class Q shares, respectively, through December 31, 2006.

1.   The following is inserted after the last sentence of footnote (1) under the
     section entitled "Expense Limitation Agreements" on page 61 of the SAI:

          Additionally, effective January 1, 2006, pursuant to a side agreement,
          ING Investments, LLC has further lowered the contractual expense
          limits for Convertible Fund and MidCap Opportunities Fund through
          December 31, 2006. The new expense limits for Convertible Fund are
          1.27%, 2.02%, 2.02%, and 1.27% for Class A, Class B, Class C, and
          Class Q shares, respectively. The new expense limits for MidCap
          Opportunities Fund are 1.25%, 2.00%, 2.00%, 1.00%, and 1.25% for Class
          A, Class B, Class C, Class I, and Class Q shares, respectively. There
          is no guarantee that this side agreement will continue after that
          date. This side agreement will only renew if ING Investments, LLC
          elects to renew it. If, after December 31, 2006, ING Investments, LLC
          elects not to renew the side agreement the expense limits will revert
          to the limits listed in the table above. Any fees waived pursuant to
          the side agreement shall not be eligible for recoupment.



ING MIDCAP VALUE CHOICE FUND

Effective March 1, 2006, Nuveen Investments Inc., parent company of NWQ
Investment Management Company, LLC, organized an indirect, wholly-owned
subsidiary, Tradewinds NWQ Global Investors, LLC ("Tradewinds"). Tradewinds is
an investment management organization focused on international/global investing
across all capitalization levels. As a result, sub-advisory responsibilities for
ING MidCap Value Choice Fund were transferred to Tradewinds effective April 3,
2006.

1.   All references to "NWQ Investment Management Company, LLC" and "NWQ" as
     sub-adviser to ING MidCap Value Choice Fund are hereby deleted and replaced
     with "Tradewinds NWQ Global Investors, LLC" and "Tradewinds," respectively.

2.   The sub-section entitled "Compensation" under the section entitled
     "Portfolio Managers" beginning on page 55 of the SAI in reference to ING
     MidCap Value Choice Fund is hereby deleted in its entirety and replaced
     with the following:

          Tradewinds' portfolio managers participate in a highly competitive
          compensation structure with the purpose of attracting and retaining
          the most talented investment professionals and rewarding them through
          a total compensation program as determined by the firm's executive
          committee. The total compensation program consists of both a base
          salary and an annual bonus that can be a multiple of the base salary.
          The portfolio manager's performance is formally evaluated annually and
          based on a variety of factors. Bonus compensation is primarily a
          function of the firm's overall annual profitability and the individual
          portfolio manager's contribution as measured by the overall investment
          performance of client portfolios in the strategy they manage relative
          to the strategy's general benchmark for one, three and five year
          periods (as applicable), as well as an objective review of stock
          recommendations and the quality of primary research, and subjective
          review of the professional's contributions to portfolio strategy,
          teamwork, collaboration and work ethic.

          The total compensation package for portfolio managers includes an
          equity-like incentive for purchase (whose value is determined by
          various factors including the increase in profitability of Tradewinds
          over time). Additionally, the portfolio managers have been provided
          compensation in conjunction with signing long-term employment
          agreements. Tradewinds is an indirect wholly-owned subsidiary of
          Nuveen Investments, Inc., which has augmented this incentive
          compensation annually through individual awards of a stock option
          pool, as determined through a collaborative process between Nuveen
          Investments and the Tradewinds executive committee.

ING MAGNACAP FUND

1.   Effective April 28, 2006, Michael Leskinen, CFA serves as an Assistant
     Portfolio Manager to ING MagnaCap Fund. The following is hereby inserted
     into the sub-sections entitled "Other Managed Accounts" and "Ownership of
     Securities" under the section entitled "Portfolio Managers" found on pages
     46 and 48, respectively, of the SAI:



Other Managed Accounts



                           REGISTERED INVESTMENT            OTHER POOLED
                                 COMPANIES              INVESTMENT VEHICLES            OTHER ACCOUNTS
                         -------------------------   -------------------------   -------------------------
                         NUMBER OF    TOTAL ASSETS   NUMBER OF    TOTAL ASSETS   NUMBER OF    TOTAL ASSETS
PORTFOLIO MANAGER         ACCOUNTS   (IN BILLIONS)    ACCOUNTS   (IN BILLIONS)    ACCOUNTS   (IN BILLIONS)
- -----------------        ---------   -------------   ---------   -------------   ---------   -------------
                                                                           
Michael Leskinen, CFA*      N/A            $0           N/A            $0           N/A            $0


*    As of December 31, 2005

Ownership of Securities



                          DOLLAR RANGE OF
PORTFOLIO MANAGER        FUND SHARES OWNED
- -----------------        -----------------
                      
Michael Leskinen, CFA*          None


*    As of December 31, 2005

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