[LOGO] (d)(2)(iii)
August 1, 2007
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Senior Vice President
ING Investments, LLC
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Dear ▇▇. ▇▇▇▇▇:
Pursuant to the Investment Management Agreement dated May 9, 2001, as
amended, between ING Equity Trust and ING Investments, LLC (the "Agreement") we
hereby notify you of our intention to modify the annual investment management
fee for ING Principal Protection Fund V, effective August 1, 2007 (the "Fund").
Upon your acceptance, the Agreement will be modified to give effect to the
foregoing by amending the Amended and Restated Schedule A of the Agreement. The
Amended and Restated Schedule A, with the annual investment management fee
indicated for the Funds, is attached hereto.
The Amended and Restated Schedule A has also been updated to reflect the
name change for ING Principal Protection Fund II and ING Principal Protection
Fund III as these funds have entered their respective Index Plus LargeCap
Period.
Please signify your acceptance to the modification of the investment
management fee for the Funds by signing below where indicated.
Very sincerely,
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Senior Vice President
ING Equity Trust
ACCEPTED AND AGREED TO:
ING Investments, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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Senior Vice President
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Scottsdale, AZ ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
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AMENDED AND RESTATED
SCHEDULE A
with respect to the
INVESTMENT MANAGEMENT AGREEMENT
between
ING EQUITY TRUST
and
ING INVESTMENTS, LLC
Annual Investment Management Fee
Series (as a percentage of average daily net assets)
------ ------------------------------------------------------------
ING Index Plus LargeCap Equity Fund Index Plus LargeCap Period 0.45%
ING Index Plus LargeCap Equity Fund II Index Plus LargeCap Period 0.45%
ING Index Plus LargeCap Equity Fund III Index Plus LargeCap Period 0.45%
ING Principal Protection Fund IV Offering Phase 0.25%
Guarantee Period 0.80%
Index Plus LargeCap Period 0.45%
ING Principal Protection Fund V Offering Phase 0.25%
Guarantee Period:
. Equity Component 0.80%
. Fixed Component 0.55%
. ETF & Futures Strategy in lieu of Equity Strategy 0.55%
Index Plus LargeCap Period 0.45%
ING Principal Protection Fund VI Offering Phase 0.25%
Guarantee Period 0.80%
Index Plus LargeCap Period 0.45%
Annual Investment Management Fee
Series (as a percentage of average daily net assets)
------ ------------------------------------------------------------
ING Principal Protection Fund VII Offering Phase 0.25%
Guarantee Period 0.80%
Index Plus LargeCap Period 0.45%
ING Principal Protection Fund VIII Offering Phase 0.25%
Guarantee Period:
. Equity Component 0.80%
. Fixed Component 0.55%
. ETF & Futures Strategy in lieu of Equity Strategy 0.55%
Index Plus LargeCap Period 0.45%
ING Principal Protection Fund IX Offering Phase 0.25%
Guarantee Period:
. Equity Component 0.80%
. Fixed Component 0.55%
. ETF & Futures Strategy in lieu of Equity Strategy 0.55%
Index Plus LargeCap Period 0.45%
ING Principal Protection Fund X Offering Phase 0.25%
Guarantee Period:
. Equity Component 0.80%
. Fixed Component 0.55%
. ETF & Futures Strategy in lieu of Equity Strategy 0.55%
Index Plus LargeCap Period 0.45%
ING Principal Protection Fund XI Offering Phase 0.25%
Guarantee Period:
. Equity Component 0.80%
. Fixed Component 0.55%
. ETF & Futures Strategy in lieu of Equity Strategy 0.55%
Index Plus LargeCap Period 0.45%
ING Principal Protection Fund XII Offering Phase 0.25%
Guarantee Period:
. Equity Component 0.80%
. Fixed Component 0.55%
. ETF & Futures Strategy in lieu of Equity Strategy 0.55%
Index Plus LargeCap Period 0.45%
