Exhibit 77(c)

                MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS

A special  meeting of  shareholders of the Funds was held on March 21, 2002 (ING
Equity and Income Fund) and April 9, 2002 (ING Convertible Fund and ING LargeCap
Growth Fund) to approve

     (EACH FUND VOTING  INDIVIDUALLY)  the  reorganization  of a Fund as a newly
     created series of ING Equity Trust, a Massachusetts business trust

          ING Convertible Fund (For: 7,970,572, Against: 274,685)

          ING Equity and Income Fund (For: 3,336,040, Against: 94,100)

          ING LargeCap Growth Fund (For: 9,096,740, Against: 172,902)