SECURITIES ACT FILE NO. 033-56094
                                               SECURITIES ACT FILE NO. 333-33445
                                               SECURITIES ACT FILE NO. 033-00849
                                               SECURITIES ACT FILE NO. 333-56881
                                               SECURITIES ACT FILE NO. 033-67852
                                               SECURITIES ACT FILE NO. 033-00847
                                               SECURITIES ACT FILE NO. 002-34552
                                               SECURITIES ACT FILE NO. 333-59745
                                               SECURITIES ACT FILE NO. 002-14767

                                    ING FUNDS

                         SUPPLEMENT DATED AUGUST 7, 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 MARCH 1, 2002
                       (AS SUPPLEMENTED ON APRIL 11, 2002)

1.   The seventh paragraph under the section entitled "Special  Purchases at Net
     Asset Value" on page 112 of the  Statement  of  Additional  Information  is
     deleted and replaced with the following paragraph:

          Class A or Class M shares may also be purchased without a sales charge
     by (i) shareholders who have authorized the automatic transfer of dividends
     from the same class of another ING Fund  distributed by the  Distributor or
     from ING Prime Rate  Trust;  (ii)  registered  investment  advisors,  trust
     companies and bank trust  departments  investing in Class A shares on their
     own  behalf or on  behalf of their  clients,  provided  that the  aggregate
     amount  invested  in any one or more  Funds,  during  the 13  month  period
     starting  with the  first  investment,  equals at least $1  million;  (iii)
     broker-dealers,   who  have  signed  selling  group   agreements  with  the
     Distributor,   and  registered   representatives   and  employees  of  such
     broker-dealers,  for their own  accounts or for  members of their  families
     (defined as current spouse, children, parents, grandparents, uncles, aunts,
     siblings,  nephews, nieces, step relations,  relations-at-law and cousins);
     (iv)  broker-dealers   using  third  party   administrators  for  qualified
     retirement  plans who have entered into an agreement  with the ING Funds or
     an affiliate,  subject to certain operational and minimum size requirements
     specified from  time-to-time  by the ING Funds;  (v) accounts as to which a
     banker  or   broker-dealer   charges  an  account   management  fee  ("wrap
     accounts"); (vi) any registered investment company for which the Investment
     Adviser  serves as adviser;  (vii)  investors who purchase Fund shares with
     redemption  proceeds  received in  connection  with a  distribution  from a
     retirement  plan  investing  either (1)  directly in any Fund or through an
     unregistered separate account sponsored by Aetna Life Insurance and Annuity
     Company (ALIAC) or any successor  thereto or affiliate  thereof or (2) in a
     registered  separate account sponsored by ALIAC or any successor thereto or
     affiliate  thereof,  but  only  if no  deferred  sales  charge  is  paid in
     connection   with  such   distribution   and  the  investor   receives  the
     distribution  in connection  with a separation  from  service,  retirement,
     death or disability;  and (viii) insurance  companies  (including  separate
     accounts).

               PLEASE RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE