[LOGO ING FUNDS]
(e)(2)
January 20, 2006
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Senior Vice President
ING Investments, LLC
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇. ▇▇▇▇▇:
Pursuant to the Investment Management Agreement dated September 23, 2002,
as amended, between ING Funds Trust and ING Investments, LLC (the "Agreement")
we hereby notify you of our intention to modify the annual investment management
fee for ING GNMA Income Fund (the "Fund"), effective January 20, 2006. Upon your
acceptance, the Agreement will be modified to give effect to the foregoing by
amending Schedule A of the Agreement. The Amended Schedule A, with the annual
investment management fee indicated for the Fund, is attached hereto.
Amended Schedule A has also been updated with the removal of ING Lexington
Money Market Trust, as this fund recently merged into another fund.
Please signify your acceptance to the modification of the investment
management fee for the Fund by signing below where indicated.
Very sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
Senior Vice President
ING Funds Trust
ACCEPTED AND AGREED TO:
ING Investments, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
Senior Vice President
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Tel: ▇▇▇-▇▇▇-▇▇▇▇ ING Funds Trust
Scottsdale, AZ ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇
AMENDED SCHEDULE A
with respect to the
INVESTMENT MANAGEMENT AGREEMENT
between
ING FUNDS TRUST
and
ING INVESTMENTS, LLC
Annual Investment Management Fee
Series (as a percentage of average daily net assets)
ING GNMA Income Fund 0.47% on first $1 billion of assets
0.40% on next $4 billion of assets
0.35% on assets thereafter
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