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ING FUNDS TRUST
CLASS B
CLASS C
CLASS X
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the distribution Plan
for the Class B, C and X shares of the portfolio series (each a "Fund" and
collectively the "Funds") of ING Funds Trust, a Delaware business trust (the
"Trust"), adopted pursuant to the provisions of Rule 12b-1 under the Investment
Company Act of 1940 (the "Act") and the related agreement between the Trust and
ING Funds Distributor Inc. (the "Distributor"). During the effective term of
this Plan, the Fund may incur expenses primarily intended to result in the sale
of its Class B, C and X shares upon the terms and conditions hereinafter set
forth:
SECTION 1. The Fund shall pay to the Distributor a monthly fee at the annual
rate of 0.75% of the average net asset value of the Class B, C and X shares of
the Fund, as determined at the close of each business day during the month (the
"Monthly Limitation"), to compensate the Distributor for services provided and
expenses incurred by it in connection with the offering of the Fund's Class B, C
and X shares, which may include, without limitation, (i) the payment by the
Distributor to investment dealers of commissions on the sale of Class B, C or X
shares as set forth in the then current Prospectus or Statement of Additional
Information of the Fund; (ii) paying compensation to and expenses of personnel
of the Distributor who support distribution of Class B, C or X shares; (iii)
paying of or reimbursing the Distributor for interest and other borrowing costs
on its unreimbursed Carry Forward Expenses (as hereinafter defined) at the rate
paid by the Distributor or, if such amounts are financed by the Distributor by
its own resources or by an affiliate, at the rate of 1% per annum above the
prime rate (which shall mean the most preferential interest rate on corporate
loans at large U.S. money center commercial banks) then being reported in the
Eastern edition of the Wall Street Journal (or if such prime rate is no longer
so reported, such other rate as may be designated from time to time by the
Distributor with the approval of the Qualified Trustees, as defined below); and
(iv) other direct distribution costs of the type approved by the Board,
including, without limitation, the costs of sales literature, advertising and
prospectuses, (other than those furnished to current shareholders) and state
"blue sky" registration expenses. Such fees shall be payable for each month
within 15 days after the close of such month. The Distributor's cost of
providing the above mentioned services are hereinafter collectively referred to
as "Distribution Costs". Carry Forward Expenses are Distribution Costs that are
not paid in the fiscal month in which they arise because they exceed the Monthly
Limitation. A majority of the Qualified Trustees, may, from time to time, reduce
the amount of such payments, or may suspend the operation of the Plan for such
period or periods of time as they may determine.
SECTION 2. This Plan shall not take effect until: (a) it has been approved by a
vote of a majority of the outstanding Class B, Class C and Class X shares of the
Fund; (b) it
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has been approved, together with any related agreements, by votes of the
majority (or whatever greater percentage may, from time to time, be required by
Section 12(b) of the Act or the rules and regulations thereunder) of both (i)
the Trustees of the Trust, and (ii) the Qualified Trustees of the Trust, cast in
person at a meeting called for the purpose of voting on this Plan or such
agreement; and (c) the Fund has received the proceeds of the initial public
offering of its Class B, Class C and Class X shares.
SECTION 3. This Plan shall continue in effect for a period of more than one
year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 2(b).
SECTION 4. The Distributor shall provide to the Trustees of the Trust, and the
Trustees shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which such expenditures were made.
SECTION 5. This Plan may be terminated at any time by vote of a majority of the
Qualified Trustees or by vote of the majority of the outstanding Class B, Class
C or Class X shares of the Fund. In the event of such termination, the Board and
its Qualified Trustees shall determine whether the Distributor is entitled to
payment from the Fund of all Carry Forward Expenses and related costs properly
incurred in respect of Shares sold prior to the effective date of such
termination, and whether the Fund shall continue to make payment to the
Distributor in the amount the Distributor is entitled to retain under Section 1
hereof, until such time as the Distributor has been reimbursed for all such
amounts by the Fund and by retaining CDSC payments.
SECTION 6. All agreements with any person relating to implementation of this
Plan shall be in writing, and any agreement related to this Plan shall provide:
(a) that such agreement may be terminated at any time, without payment of any
penalty, by vote of a majority of the Qualified Trustees or by vote of a
majority of the outstanding Class B, Class C or Class X shares of the Fund, on
not more than 60 days' written notice to any other party to the agreement; and
(b) that such agreement shall terminate automatically in the event of its
assignment.
SECTION 7. This Plan may not be amended to increase materially the amount of
distribution expenses permitted pursuant to Section 1 hereof without the
approval of a majority of the outstanding Class B, Class C or Class X shares of
the Fund and all material amendments to this Plan shall be approved in the
manner provided for approval of this Plan in Section 2(b).
SECTION 8. As used in this Plan, (a) the term "Qualified Trustees" shall mean
those Trustees of the Trust who are not interested persons of the Trust, and
have no direct or indirect financial interest in the operation of this Plan or
any agreements related to it, and (b) the term "majority of the outstanding
Class B and Class X shares of the Fund" means the affirmative vote, at a duly
called and held meeting of shareholders of the Fund, (i) of the holders of 67%
or more of the Class B or Class X shares of the Fund present (in person or by
proxy) and entitled to vote at such meeting, if the holders of
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more than 50% of the outstanding Class B, Class C or Class X shares of the Fund
entitled to vote at such meeting are present in person or by proxy, or (ii) of
the holders of more than 50% of the outstanding shares of the Class of shares of
the Fund entitled to vote at such meeting, whichever is less, and (c) the terms
"assignment" and "interested person" shall have the respective meanings
specified in the Act and the rules and regulations thereunder, subject to such
exemptions as may be granted by the Securities and Exchange Commission.
SECTION 9. So long as the Plan is in effect, the selection and nomination of the
Trust's Qualified Trustees shall be committed to the discretion of such
Qualified Trustees. This Plan and the terms and provisions thereof are hereby
accepted and agreed to by the Trust, on behalf of the Funds, and the Distributor
as evidenced by their execution hereof.
Executed as of October 30, 1998
ING FUNDS TRUST. ING FUNDS DISTRIBUTOR, INC.
By: ---------------- By: ------------------------
