EXHIBIT d(7)(iii)
[ING FUNDS LOGO]
February 1, 2004
Xxxxxxx Xxxxx, Director
Xxxxxxx Investment Partners, LLC
00000 Xx Xxxxxx Xxxx
Xxx Xxxxx, Xxxxxxxxxx 00000-0000
Dear Xx. Xxxxx:
Pursuant to Section 17 of the Sub-Advisory Agreement dated January 30,
2002 between ING Investments, LLC and Xxxxxxx Investment Partners, LLC (formerly
known as Xxxxxxx Investment Partners, L.P.) (the "Agreement"), we hereby notify
you of our intention to retain you as Sub-Adviser to render investment advisory
services to ING LargeCap Value Fund, a newly established series of ING Equity
Trust, effective February 1, 2004, 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 the "ING LargeCap Value Fund" to Schedule
A and Schedule B of the Agreement. The AMENDED SCHEDULE A, with the annual
sub-advisory fees indicated for the series, and AMENDED SCHEDULE B are attached
hereto.
In addition, AMENDED SCHEDULE A of the Agreement will be updated to
reflect changes in the sub-advisory fees for ING MidCap Value Fund and ING
SmallCap Value Fund effective February 1, 2004.
In addition, Section 3(a) of the Agreement is hereby deleted in its
entirety. Sections 3(b)-(d) of the Agreement are hereby renamed Sections
3(a)-(c), respectively.
Please signify your acceptance to act as Sub-Adviser under the Agreement
with respect to ING LargeCap Value Fund and to the changes in sub-advisory fees
for ING MidCap Value Fund and ING SmallCap Value Fund by signing below.
Very sincerely,
/s/ Xxxxxxx X. Xxxxxx
----------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
ING Investments, LLC
ACCEPTED AND AGREED TO:
Xxxxxxx Investment Partners, LLC
By: /s/ Xxxxxxx Xxxxx
---------------------------
Xxxxxxx Xxxxx, Director
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Scottsdale, AZ 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED SCHEDULE A
TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
ING INVESTMENTS, LLC
AND
XXXXXXX INVESTMENT PARTNERS, LLC
(FORMERLY KNOWN AS XXXXXXX INVESTMENT PARTNERS, L.P.)
ANNUAL SUB-ADVISER FEE
SERIES* ---------------------------------------------
----------------------- (as a percentage of average daily net assets)
ING LargeCap Value Fund 0.50% on first $50 million
0.40% on assets in excess of $50 million
ING MidCap Value Fund 0.70% on first $50 million
0.60% on assets in excess of $50 million
ING SmallCap Value Fund 0.70% on first $50 million
0.60% on assets in excess of $50 million
* This Amended Schedule A will be effective with respect to a Series upon the
effective date of the post-effective amendment to the Trust's Registration
Statement with respect to the Series.
