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Exhibit 6
DISTRIBUTION AGREEMENT
Agreement made as of October 30, 1998, between ING Funds Trust, a
Delaware business trust (the "Trust"), on behalf of each of its investment
company portfolios listed in Schedule A attached, which may be amended from time
to time (each a "Fund" and collectively the "Funds") and ING Funds Distributor,
Inc., (the "Distributor").
WHEREAS, the Trust is an open-end management investment company,
organized as a Delaware business trust and registered with the Securities and
Exchange Commission (the "Commission") under the Investment Company Act of 1940,
as amended (the "1940 Act"); and
WHEREAS, the Trust and the Distributor wish to enter into an agreement
with each other, with respect to the continuous offering of the each Fund's
Class A, Class B, Class C and Class X shares (the "Shares") from and after the
date hereof in order to promote the growth of the Funds and facilitate the
distribution of their Shares; and
WHEREAS, it is contemplated that the Trust on behalf of the Funds will
adopt a plan of distribution pursuant to Rule 12b-1 under the 1940 Act (the
"Rule 12b-1 Plan") authorizing the payment by the Funds to the Distributor with
respect to the distribution of their Shares and the maintenance of shareholder
accounts.
NOW THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:
1. Services as Distributor.
1.1 Distributor (i) will act as agent for the distribution of
the Shares covered by the registration statement of the Trust then in effect
under the Securities Act of 1933, as amended (the "Securities Act") and (ii)
will perform such additional services as are provided in this Section 1
(collectively, the "Services"). As used in this Agreement, the term
"registration statement" shall mean Parts A (the prospectus), B (the statement
of additional information) and C of each registration statement that is filed on
Form N-1A, or any successor thereto, with the Commission, together with any
amendments thereto. The term "Prospectus" for purposes of this Agreement shall
mean each form of Prospectus and statement of additional information used by the
Funds for delivery to shareholders and prospective shareholders after the
effective dates of
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the above-referenced registration statements, together with any amendments and
supplements thereto.
1.2 Distributor agrees to use appropriate efforts to solicit
orders for the sale of the Shares and will undertake such advertising and
promotion as it believes reasonable in connection with such solicitation. The
Trust understands that Distributor may in the future be the distributor of the
shares of several investment companies or series (together, "Investment
Companies") including Investment Companies having investment objectives similar
to those of the Funds. The Trust further understands that investors and
potential investors in the Funds may invest in shares of such other Investment
Companies. The Trust agrees that Distributor's duties to such Investment
Companies shall not be deemed in conflict with its duties to the Trust under
this paragraph 1.2.
To the extent not compensated by the Trust's Rule 12b-1 Plan,
the Distributor shall, at its own expense, finance appropriate activities which
it deems reasonable, which are primarily intended to result in the sale of the
Shares, including, but not limited to, advertising, compensation of
broker-dealers and sales personnel, the printing and mailing of prospectuses to
other than current Shareholders, and the printing and mailing of sales
literature.
1.3 In its capacity as distributor of the Shares, all
activities of Distributor and its partners, agents, and employees shall comply
with all applicable laws, rules and regulations, including, without limitation,
the 1940 Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"),
all rules and regulations promulgated by the Commission under the 1940 Act and
1934 Act, thereunder and all rules and regulations adopted by any securities
association.
1.4 Distributor will provide one or more persons, during
normal business hours, to respond to telephone questions with respect to the
Funds of the Trust.
1.5 Distributor will transmit any orders received by it for
purchase or redemption of the Shares to the transfer agent and custodian for the
Funds.
1.6 Whenever in their judgment such action is warranted by
unusual market, economic or political conditions, or by abnormal circumstances
of any kind, the Trust's officers may decline to accept any orders for, or make
any sales of, the Shares until such time as those officers deem it advisable to
accept such orders and to make such sales.
1.7 Distributor will act only on its own behalf as principal
if it chooses to enter into selling agreements with selected dealers or others.
1.8 The Trust agrees at its own expense to execute any and all
documents and to furnish any and all information and otherwise to take all
actions that may be reasonably necessary in connection with the qualification of
the Shares for sale in such states as Distributor may designate.
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1.9 The Trust shall furnish from time to time, for use in
connection with the sale of the Shares, such information with respect to the
Funds and the Shares as Distributor may reasonably request; and the Trust
warrants that the statements contained in any such information shall fairly show
or represent what they purport to show or represent. The Trust shall also
furnish Distributor upon request with: (a) unaudited semi-annual statements of
the Funds' books and accounts prepared by the Trust, (b) a monthly itemized list
of the securities in the Funds, (c) monthly balance sheets as soon as
practicable after the end of each month, and (d) from time to time such
additional information regarding the financial condition of the Funds as
Distributor may reasonably request.
1.10 The Trust represents to Distributor that, with respect to
the Shares, the registration statement, and amendments thereto, filed by the
Trust with the Commission under the Securities Act have been carefully prepared
in conformity with requirements of said Act and rules and regulations of the
Commission thereunder. The registration statement and amendments thereto,
contain all statements required to be stated therein in conformity with said Act
and the rules and regulations of said Commission and all statements of fact
contained in any such registration statement are true and correct. Furthermore,
the registration statement does not include an untrue statement of a material
fact or omit to state a material fact required to be stated therein or necessary
to make the statements therein not misleading to a purchaser of the Shares. The
Trust may, but shall not be obligated to, propose from time to time such
amendment or amendments to any registration statement and such supplement or
supplements to any Prospectus as, in the light of future developments, may, in
the opinion of the Trust's counsel, be necessary or advisable. If the Trust
shall not propose such amendment or amendments and/or supplement or supplements
within fifteen days after receipt by the Trust of a written request from
Distributor to do so, Distributor may, at its option, terminate this Agreement.
The Trust shall not file any amendment to any registration statement or
supplement to any Prospectus without giving Distributor reasonable notice
thereof in advance; provided, however, that nothing contained in this Agreement
shall in any way limit the Trust's right to file at any time such amendments to
any registration statement and/or supplements to any Prospectus, of whatever
character, as the Trust may deem advisable, such right being in all respects
absolute and unconditional.
1.11 The Trust authorizes Distributor and dealers to use any
Prospectus in the form furnished from time to time in connection with the sale
of the Shares. The Trust agrees to indemnify, defend and hold Distributor, its
several partners and employees, and any person who controls Distributor within
the meaning of Section 15 of the Securities Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which Distributor, its partners
and employees, or any such controlling person, may incur under the Securities
Act or under common law or otherwise, arising out of or based upon any untrue
statement, or alleged untrue statement, of a material fact contained in any
registration statement or any Prospectus or arising out of or based upon any
omission, or alleged omission, to state a material fact required to be stated in
either any registration statement or any Prospectus or necessary to make the
statements in either thereof not misleading; provided,
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however, that the Trust's agreement to indemnify Distributor, its partners or
employees, and any such controlling person shall not be deemed to cover any
claims, demands, liabilities or expenses arising out of any statements or
representations as are contained in any Prospectus and in such financial and
other statements as are furnished in writing to the Trust by Distributor and
used in the answers to the registration statement or in the corresponding
statements made in the Prospectus, or arising out of or based upon any omission
or alleged omission to state a material fact in connection with the giving of
such information required to be stated in such answers or necessary to make the
answers not misleading; and further provided that the Trust's agreement to
indemnify Distributor and the Trust's representations and warranties
hereinbefore set forth in paragraph 1.10 shall not be deemed to cover any
liability to the Trust or its Shareholders to which Distributor would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of its duties under this Agreement.
The Trust will be entitled to assume the defense of any suit
brought to enforce any such claim, demand or liability, but, in such case, such
defense shall be conducted by counsel of good standing chosen by the Trust and
approved by Distributor, which approval shall not be unreasonably withheld. In
the event the Trust elects to assume the defense of any such suit and retain
counsel of good standing approved by Distributor, the defendant or defendants in
such suit shall bear the fees and expenses of any additional counsel retained by
any of them; but in case the Trust does not elect to assume the defense of any
such suit, or in case Distributor reasonably does not approve of counsel chosen
by the Trust, the Trust will reimburse Distributor, its partners and employees,
or the controlling person or persons named as defendant or defendants in such
suit, for the fees and expenses of any counsel retained by Distributor or them.
The Trust's indemnification agreement contained in this paragraph 1.11 and the
Trust's representations and warranties in this Agreement shall remain operative
and in full force and effect regardless of any investigation made by or on
behalf of Distributor, its partners and employees, or any controlling person,
and shall survive the delivery of any Shares.
This Agreement of indemnity will inure exclusively to
Distributor's benefit, to the benefit of its several partners and employees, and
their respective estates, and to the benefit of the controlling persons and
their successors. The Trust agrees promptly to notify Distributor of the
commencement of any litigation or proceedings against the Trust or any of its
officers or Trustees in connection with the issue and sale of any Shares.
1.12 Distributor agrees to indemnify, defend and hold the
Trust, its several officers and Trustees and any person who controls the Trust
within the meaning of Section 15 of the Securities Act free and harmless from
and against any and all claims, demands, liabilities and expenses (including the
costs of investigating or defending such claims, demands, or liabilities and any
counsel fees incurred in connection therewith) which the Trust, its officers or
Trustees or any such controlling person, may incur under the Securities Act or
under common law or otherwise, but only to the extent that such liability or
expense incurred by the Trust, its officers or Trustees or such controlling
person resulting from such claims or demands, shall arise out of or be based
upon any untrue, or alleged untrue, statement of a material fact contained in
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information furnished in writing by Distributor to the Trust and used in the
answers to any of the items of the registration statement or in the
corresponding statements made in the prospectus, or shall arise out of or be
based upon any omission, or alleged omission, to state a material fact in
connection with such information furnished in writing by Distributor to the
Trust required to be stated in such answers or necessary to make such
information not misleading. Distributor shall have the right of first control of
the defense of any action brought against the Trust, its officers or Trustees,
or any such controlling person, with counsel of its own choosing, satisfactory
to the Trust, if such action is based solely upon such alleged misstatement or
omission on Distributor's part, and in any other event the Trust, its officers
or Trustees or such controlling person shall each have the right to participate
in the defense or preparation of the defense of any such action.
1.13 No Shares shall be offered by either Distributor or the
Trust under any of the provisions of this Agreement and no orders for the
purchase or sale of Shares hereunder shall be accepted by the Trust if and so
long as the effectiveness of the registration statement then in effect or any
necessary amendments thereto shall be suspended under any of the provisions of
the Securities Act or if and so long as a current Prospectus as required by
Section 10(b)(2) of said Act is not on file with the Commission; provided,
however, that nothing contained in this paragraph 1.13 shall in any way restrict
or have an application to or bearing upon the Trust's obligation to repurchase
Shares from any Shareholder in accordance with the provisions of the Trust's
Prospectus, Trust Instrument or Bylaws.
1.14 The Trust agrees to advise Distributor as soon as
reasonably practical by a notice in writing delivered to Distributor or its
counsel:
(a) of any request by the Commission for
amendments to the registration statement or
Prospectus then in effect or for additional
information;
(b) in the event of the issuance by the
Commission of any stop order suspending the
effectiveness of the registration statement
or Prospectus then in effect or the
initiation by service of process on the
Trust of any proceeding for that purpose;
(c) of the happening of any event that makes
untrue any statement of a material fact made
in the registration statement or Prospectus
then in effect or which requires the making
of a change in such registration statement
or Prospectus in order to make the
statements therein not misleading; and
(d) of all action of the Commission with respect
to any amendment to any registration
statement or Prospectus which may from time
to time be filed with the Commission.
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For purposes of this section, informal requests by or acts of
the Staff of the Commission shall not be deemed actions of or requests by the
Commission.
1.15 Distributor agrees on behalf of itself and its partners
and employees to treat confidentially and as proprietary information of the
Trust all records and other information relative to the Trust and its prior,
present or potential Shareholders, and not to use such records and information
for any purpose other than performance of its responsibilities and duties
hereunder, except, after prior notification to and approval in writing by the
Trust, which approval shall not be unreasonably withheld and may not be withheld
where Distributor may be exposed to civil or criminal contempt proceedings for
failure to comply, when requested to divulge such information by duly
constituted authorities, or when so requested by the Trust.
1.16 This Agreement shall be governed by the laws of the State
of New York.
2. Fee.
Distributor shall receive from the Funds identified in
Schedule A hereto (the "Distribution Plan Funds") all amounts received as sales
charges as described in the Funds' most current Prospectus. Out of such sales
charges, the Distributor may allow such concessions or reallowances to dealers
as it may from time to time determine. The distribution fee shall be accrued
daily and shall be paid on the first business day of each month, or at such
time(s) as the Distributor shall reasonably request.
3. Sale and Payment.
Shares of a Fund may be subject to a sales load and may be
subject to the imposition of a distribution fee pursuant to the Rule 12b-1
Distribution Plan. To the extent that Shares of a Fund are sold at an offering
price which includes a sales load or at net asset value subject to a contingent
deferred sales load with respect to certain redemptions (either within a single
class of Shares or pursuant to two or more classes of Shares), such Shares shall
hereinafter be referred to collectively as "Load Shares". Under this Agreement,
the following provisions shall apply with respect to the sale of, and payment
for, Load Shares.
3.1 Distributor shall have the right to purchase Load Shares
at their net asset value and to sell such Load Shares to the public against
orders therefor at the applicable public offering price, as defined in Section 4
hereof. Distributor shall also have the right to sell Load Shares to dealers
against orders therefor at the public offering price less a concession
determined by Distributor, which concession shall not exceed the amount of the
sales charge or underwriting discount, if any, referred to in Section 4 below.
3.2 Prior to the time of delivery of any Load Shares by a Load
Fund to, or on the order of, Distributor, Distributor shall pay or cause to be
paid to the Load Fund or to its order
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an amount in Boston or New York clearing house funds equal to the applicable net
asset value of such Shares. Distributor may retain so much of any sales charge
or underwriting discount as is not allowed by Distributor as a concession to
dealers.
4. Public Offering Price.
The public offering price of a Load Share shall be the net
asset value of such Load Share, plus any applicable sales charge, all as set
forth in the current Prospectus of the Load Fund. The net asset value of Shares
shall be determined in accordance with the provisions of the Trust Instrument
and Bylaws of the Trust and the then-current Prospectus of the Load Fund.
5. Issuance of Shares.
The Trust reserves the right to issue, transfer or sell Load
Shares at net asset value (a) in connection with the merger or consolidation of
the Trust or the Load Fund(s) with any other investment company or the
acquisition by the Trust or the Load Fund(s) of all or substantially all of the
assets or of the outstanding Shares of any other investment company; (b) in
connection with a pro rata distribution directly to the holders of Shares in the
nature of a stock dividend or split; (c) upon the exercise of subscription
rights granted to the holders of Shares on a pro rata basis; (d) in connection
with the issuance of Load Shares pursuant to any exchange and reinvestment
privileges described in any then-current Prospectus of the Load Fund; and (e)
otherwise in accordance with any then-current Prospectus of the Load Fund.
6. Term, Duration and Termination.
The initial term of this Agreement (the "Initial Term") shall
be for a period of one year commencing on the date this Agreement is executed by
both parties. Thereafter, if not terminated, this Agreement shall continue with
respect to a particular Fund automatically for successive one-year terms,
provided that such continuance is specifically approved at least annually by (a)
by the vote of a majority of those members of the Trust's Board of Trustees who
are not parties to this Agreement or interested persons of any such party, cast
in person at a meeting for the purpose of voting on such approval and (b) by the
vote of the Trust's Board of Trustees or the vote of a majority of the
outstanding voting securities of such Fund. This Agreement is terminable without
penalty, on not less than sixty days' prior written notice, by the Trust's Board
of Trustees, by vote of a majority of the outstanding voting securities of the
Trust or by the Distributor. This Agreement will also terminate automatically in
the event of its assignment. (As used in this Agreement, the terms "majority of
the outstanding voting securities," "interested persons" and "assignment" shall
have the same meanings as ascribed to such terms in the 1940 Act.) In the event
this Agreement is terminated by the Trust, the Distributor shall be entitled to
be paid any applicable contingent deferred sales charges (as
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contemplated by Section 2 of this Agreement) on the redemption of shares sold
prior to the effective date of such termination.
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IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed by their officers designated below as of the day and year first
written above.
ING FUNDS TRUST ING FUNDS DISTRIBUTOR, INC.
By: By:
Title: Title:
Date: Date:
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SCHEDULE A
ING Money Market Fund
ING U.S. Treasury Money Market Fund
ING Intermediate Bond Fund
ING High Yield Bond Fund
ING International Fixed Income Fund
ING Mortgage Income Fund
ING Federal Tax-Exempt Bond Fund
ING Large Cap Growth Fund
ING Growth and Income Fund
ING Mid Cap Growth Fund
ING Small Cap Growth Fund
ING Balanced Fund
ING Global Brand Names Fund
ING International Equity Fund
ING Emerging Markets Equity Fund
ING European Equity Fund
ING Tax Efficient Equity Fund
ING Best Focus Fund
ING Global Information Technology Fund
ING Global Real Estate Fund
A-1
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ING FUNDS TRUST
CLASS A
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the distribution Plan
for the Class A 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 A 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 0.50% of the average net asset value of the Class A 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 A shares,
which may include, without limitation, (i) the payment by the Distributor to
investment dealers of commissions on the sale of Class A 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 A 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 of Trustees, 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 A shares of the Fund; (b) it has
been approved,
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together with any related agreements, by votes of the majority (or whatever
greater ercentage 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 A
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 A 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 A 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 A 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 A 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 A shares of the Fund present (in person or by proxy) and entitled to
vote at such meeting, if the holders of more than 50% of the
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outstanding Class A 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 he
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: -----------------------
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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
16
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: ------------------------
