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Exhibit 15b
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;
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(b) it 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, Class C or 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, Class C or Class X shares of
the Fund present (in person or by proxy) and entitled to vote at such
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meeting, if the holders of 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: /s/ Xxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxx
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