Contract
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SECOND AMENDMENT TO INVESTMENT MANAGEMENT AGREEMENT
This Second Amendment, effective as of December 15, 2006, amends the Investment Management
Agreement (the “Agreement”) dated the 23rd day of September 2002, between ING Investments, LLC, an
Arizona limited liability company (the “Manager”) and ING Funds Trust, a Delaware statutory trust
(the “Trust”).
WITNESSETH
WHEREAS, the parties desire to amend the Agreement and agree that the amendment will be
effective as of December 15, 2006.
NOW, THEREFORE, the parties agree as follows:
1. The first two sentences of Section 11 are hereby deleted in their entirety and replaced
with the following:
11. Continuation and Termination. With respect to each Series identified as a
Series on Schedule A hereto as in effect on the date of this Amendment, unless
earlier terminated with respect to any Series this Agreement shall continue in full force
and effect through November 30, 2007. Thereafter, unless earlier terminated with
respect to a Series, the Agreement shall continue in full force and effect with respect to
each such Series for periods of one year, provided that such continuance is specifically
approved at least annually by (i) the vote of a majority of the Board of Trustees of the
Trust, or (ii) the vote of a majority of the outstanding voting shares of the Series (as
defined in the 1940 Act), and provided that such continuance is also approved by the vote of
a majority of the Board of Trustees of the Trust who are not parties to this Agreement or
“interested persons” (as defined in the 0000 Xxx) of the Trust or the Manager, cast in
person at a meeting called for the purpose of voting on such approval.
With respect to any Series that was added to Schedule A hereto as a Series
after the date of this Amendment, the Agreement shall become effective on the later of (i)
the date Schedule A is amended to reflect the addition of such Series as a Series
under the Agreement or (ii) the date upon which the shares of the Series are first sold to
the public, subject to the condition that the Trust’s Board of Trustees, including a
majority of those Trustees who are not interested persons (as such term is defined in the
0000 Xxx) of the Manager, and the shareholders of such Series, shall have approved this
Agreement. Unless terminated earlier as provided herein with respect to any such Series,
the Agreement shall continue in full force and effect for a period of two years from the
date of its effectiveness (as identified above) with respect to that Series. Thereafter,
unless earlier terminated with respect to a Series, the Agreement shall continue in full
force and effect with respect to each such Series for periods of one year, provided that
such continuance is specifically approved at least annually by (i) the vote of a majority of
the
Board of Trustees of the Trust, or (ii) vote of a majority of the outstanding voting
shares
(d)(2)(iii)
of such Series (as defined in the 1940 Act), and provided that such continuance is
also approved by the vote of a majority of the Board of Trustees of the Trust who are not
parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Trust
or the Manager, cast in person at a meeting called for the purpose of voting on such
approval.
2. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Agreement.
3. In all other respects, the Agreement is hereby confirmed and remains in full force and
effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed as of the
day and year first above written.
| ING INVESTMENTS, LLC |
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| By: | /s/Xxxx Xxxxx | |||
| Xxxx Xxxxx | ||||
| Senior Vice President | ||||
| ING FUNDS TRUST |
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| By: | /s/ Xxxxxx X. Naka | |||
| Xxxxxx X. Naka | ||||
| Executive Vice President | ||||
