[LOGO] ING FUNDS
Exhibit (d)(1)(ii)
December 4, 2007
ING Investments, LLC
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Dear ▇▇. ▇▇▇▇▇:
Pursuant to the Second Amended and Restated Investment Management Agreement
dated February 1, 2005, as amended, between ING Equity Trust and ING
Investments, LLC (the "Agreement") we hereby notify you of our intention to
retain you as Manager to render investment advisory services to ING Equity
Dividend Fund ("Equity Dividend Fund"), a newly established series of ING Equity
Trust, effective December 4, 2007, upon all of the terms and conditions set
forth in the Agreement. Upon your acceptance, the Agreement will be modified to
give effect to the foregoing by adding Equity Dividend Fund to the Amended
Schedule A of the Agreement. The Amended Schedule A, with the annual investment
management fee indicated for Equity Dividend Fund, is attached to the letter.
In addition, we hereby notify you of our intention to modify the annual
investment management fee for ING MidCap Opportunities Fund and ING SmallCap
Opportunities Fund (the "Funds"), effective January 1, 2008, upon all of the
terms and conditions set forth in the Agreement. Upon your acceptance, the
Agreement will be modified to give effect to the foregoing by amending the
Amended Schedule A of the Agreement. The Amended Schedule A, with the annual
investment management fees indicated for the Funds, is attached to the letter.
Please signify your acceptance to act as Manager for Equity Dividend Fund
and to the modification of the investment management fees for the Funds under
the Agreement by signing below where indicated.
Very sincerely,
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇.
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Senior Vice President
ING Equity Trust
ACCEPTED AND AGREED TO:
ING Investments, LLC
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Title: SVP
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Tel: ▇▇▇-▇▇▇-▇▇▇▇ ING Equity Trust
Scottsdale, AZ ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
AMENDED SCHEDULE A
with respect to the
SECOND AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
between
ING EQUITY TRUST
and
ING INVESTMENTS, LLC
Series Annual Investment Management Fee
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(as a percentage of average daily net assets)
ING Equity Dividend Fund 0.65% on all assets
ING Fundamental Research Fund 0.70% on first $500 million of assets
0.65% on next $500 million of assets
0.60% thereafter
ING LargeCap Value Fund 0.90% on first $50 million of assets
0.85% on next $450 million of assets
0.80% thereafter
ING MidCap Opportunities Fund 0.75%
ING Opportunistic LargeCap Fund 0.70% on first $500 million of assets
0.65% on next $500 million of assets
0.60% thereafter
ING Real Estate Fund 0.70%
ING SmallCap Opportunities Fund 0.90% on the first $250 million of assets
0.80% on the next $250 million of assets
0.75% in excess of $500 million
1
Series Annual Investment Management Fee
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(as a percentage of average daily net assets)
ING SmallCap Value Choice Fund With respect to assets for which investment
sub-advisory services are provided by an
investment adviser other than ING Investment
Management Co. - 1.00%
With respect to assets for which investment
sub-advisory services are provided by ING
Investment Management Co - 0.75%
ING Value Choice Fund 0.90%
2
