Exhibit 77(c)

                MATTERS SUBMITTED TO A VOTE OF SECURITY HOLDERS

A  special  meeting  of  shareholders  of the Fund was held on May 9,  2002,  to
consider approval of a Plan and Agreement of Reorganization,  under the terms of
which the Fund was reorganized into the ING International  Fund, the sole series
of ING  International  Fund,  Inc.,  on May 17, 2002 (For:  1,275,393;  Against:
31,956).