Exhibit 77(q)(1)(e)(2)
FIRST AMENDMENT TO MANAGEMENT AGREEMENT
ING FUNDS TRUST
This First Amendment, effective as of September 2, 2004, amends the
Restated Management Agreement (the "Agreement") dated May 9, 2001 between ING
Funds Trust (the "Trust"), a Delaware business trust and ING Investments, LLC,
an Arizona limited liability company (the "Investment Manager"), with regards to
ING Classic Money Market Fund, ING High Yield Bond Fund, ING Intermediate Bond
Fund and ING National Tax-Exempt Bond Fund, each a Series of the Trust, and any
future Series of the Trust that may become party to the Agreement.
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of September __, 2004.
NOW, THEREFORE, the parties agree as follows:
1. Section 6(d) of the Agreement is hereby amended by inserting the words
"Board approved" in front of "expenses incurred by the Trust in connection with
membership in investment company organizations."
2. 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 FUNDS TRUST
By:
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Xxxxxx X. Naka
Senior Vice President
ING INVESTMENTS, LLC
By:
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Xxxxxxx X. Xxxxxx
Executive Vice President
