EXHIBIT e(2)(ii)

                             SUBSTITUTION AGREEMENT

                                ING EQUITY TRUST

This Substitution Agreement is made as of this 8th day of October, 2002 by and
between ING Equity Trust (the "Fund") on behalf of its Series as listed on
Schedule A attached hereto, and ING Funds Distributor, LLC (the "Distributor").

WHEREAS, the Fund is registered with the Securities and Exchange Commission as a
diversified open-end investment company under the Investment Company Act of
1940, as amended (the "Act"); and

WHEREAS, ING Funds Distributor, Inc., a direct, wholly-owned subsidiary of ING
Funds Services, LLC, has been serving as the principal distributor to the Fund
pursuant to a written Underwriting Agreement (the "Agreement") between the Fund
and ING Funds Distributor, Inc. dated September 23, 2002, as such Agreement may
be amended from time to time; and

WHEREAS, on October 9, 2002, ING Funds Distributor, Inc. merged with and into
ING MC, LLC, a limited liability company duly organized in the State of
Delaware, whose sole member is ING Funds Services, LLC, with ING MC, LLC as the
surviving entity under the name ING Funds Distributor, LLC; and

WHEREAS, by virtue of the merger of ING Funds Distributor, Inc. with and into
ING MC, LLC, the Distributor has succeeded to all of the rights, duties,
responsibilities and liabilities of ING Funds Distributor, Inc., and wishes to
confirm by this Substitution Agreement that it has assumed all duties and
obligations of ING Funds Distributor, Inc. contained in the Agreement; and

WHEREAS, under these circumstances, the Fund wishes to ratify and approve the
substitution of the Distributor as a party to the Agreement in place of ING
Funds Distributor, Inc.; and

WHEREAS, pursuant to the terms of the Agreement, ING Funds Distributor, Inc. has
sold its rights to certain earned but unpaid Distribution Fees and Contingent
Deferred Sales Charges ("CDSC") to third parties and it is expected that ING
Funds Distributor, LLC will continue to sell its rights to earned but unpaid
Distribution Fees and CDSC to third parties (all such third parties, "Permitted
Assignees").

NOW, THEREFORE, it is agreed as follows:

1. Substitution of Party. Effective as of the date first written above, the
Distributor is substituted into the Agreement in place of ING Funds Distributor,
Inc. for all purposes.

2. Performance of Duties. The Distributor hereby acknowledges and agrees that,
by virtue of the merger of ING Funds Distributor, Inc. with and into the
Distributor, with the Distributor as the surviving entity, it has assumed and
will perform all of ING Funds Distributor, Inc. 's duties



and obligations under the Agreement and will be subject to all of the terms and
conditions of the Agreement.

3. Consents. The Fund hereby ratifies and approves the assumption by the
Distributor of the interests, rights and responsibilities of ING Funds
Distributor, Inc. under the Agreement and agrees, subject to the terms and
conditions of said Agreement, (a) to look solely to the Distributor for the
performance of distribution duties and obligations under such Agreement after
the effective date written above, and (b) to continue to perform its obligations
thereunder as if no such merger had occurred and as if ING Funds Distributor,
Inc. and the Distributor were one and the same entity.

4. Representations of Distributor. The Distributor represents and warrants that
the merger of ING Funds Distributor, Inc. with and into the Distributor will not
result in any change in the management, operations, services, personnel or other
resources of ING Funds Distributor, Inc. available to the Distributor to meet
its obligations to the Fund under the Agreement.

5. Representations of Fund. The Fund represents and warrants that the
independent trustees have approved this Substitution Agreement and the
continuation after the merger of the Agreement in accordance with its terms and
this Substitution Agreement as required by Rule 12b-1 adopted under the Act.

6. Benefit. This Substitution Agreement is intended for the benefit of the
parties hereto, ING Funds Distributor, Inc. and the Permitted Assignees.

      IN WITNESS WHEREOF, the parties hereto have caused this Substitution
Agreement to be executed by their duly authorized officers as of the date and
year first written above.

ING EQUITY TRUST

By: /s/ Robert S. Naka
  --------------------------------------
Name:   Robert S. Naka
Title:  Senior Vice President

ING Funds Distributor, LLC

By: /s/ Michael J. Roland
  --------------------------------------
Name:   Michael J. Roland
Title:  Executive Vice President and Chief Financial Officer



                                   SCHEDULE A

ING Growth Opportunities Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Principal Protection Fund
ING Principal Protection Fund II
ING Principal Protection Fund III
ING Principal Protection Fund IV
ING Principal Protection Fund V
ING Real Estate Fund
ING Research Enhanced Index Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund