0001104659-14-042440 Sample Contracts

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UNDERWRITING AGREEMENT ING EQUITY TRUST
Underwriting Agreement • May 29th, 2014 • Voya EQUITY TRUST

THIS AGREEMENT, made as of May 13, 2013 between ING Equity Trust, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust set forth on Amended Schedule A hereto (each a “Fund,” collectively, the “Funds”), as such schedule may be amended from time to time to add additional series, and ING Investments Distributor, LLC, a Delaware limited liability company (the “Underwriter”).

ING EQUITY TRUST Scottsdale, Arizona 85258 May 13, 2013
Underwriting Agreement • May 29th, 2014 • Voya EQUITY TRUST • New York

ING EQUITY TRUST is a Massachusetts business trust operating as an open-end management investment company (hereinafter referred to as the “Trust”). The Trust is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”), and its shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). The Trust, on behalf of each of the series listed on Schedule A hereto, which may be amended from time to time by ING Investments Distributor, LLC (each a “Fund,” collectively the “Funds”), desires to offer and sell the authorized but unissued shares of the Funds to the public in accordance with applicable federal and state securities laws.

EXPENSE LIMITATION AGREEMENT ING EQUITY TRUST
Expense Limitation Agreement • May 29th, 2014 • Voya EQUITY TRUST

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 13th day of May, 2013, by and between ING Investments, LLC (the “Investment Manager”), ING Equity Trust (the “Registrant”) and CBRE Clarion Securities LLC (formerly ING Clarion Real Estate Securities L.P.) (the “Sub-Adviser”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.

January 1, 2014 ING Equity Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034
Voya EQUITY TRUST • May 29th, 2014

By our execution of this letter agreement, intending to be legally bound hereby, ING Investments, LLC (“ING Investments”), the adviser to ING Large Cap Value Fund, previously known as ING Equity Dividend Fund (the “Fund”), agrees that ING Investments shall, from January 1, 2014 through October 1, 2015, waive all or a portion of its investment management fee and/or reimburse expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratios of the Fund shall be as follows:

AMENDED SCHEDULE A to the EXPENSE LIMITATION AGREEMENT ING EQUITY TRUST OPERATING EXPENSE LIMITS
Expense Limitation Agreement • May 29th, 2014 • Voya EQUITY TRUST

* This Agreement shall automatically renew for one-year terms with respect to a Fund unless otherwise terminated in accordance with the Agreement.

May 30, 2014 Voya Equity Trust
Voya EQUITY TRUST • May 29th, 2014
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