[LOGO ING FUNDS]
(e)(3)
January 20, 2006
Xxxx Xxxxx
Senior Vice President
ING Investments, LLC
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxx:
Pursuant to the Amended and Restated Management Agreement dated July 29,
2005, between ING Funds Trust and ING Investments, LLC (the "Agreement") we
hereby notify you of our intention to modify the annual investment management
fees for ING High Yield Bond Fund, ING Intermediate Bond Fund and ING National
Tax-Exempt Bond Fund (the "Funds"), 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 fees indicated for the Funds, is attached hereto.
Please signify your acceptance to the modification of the investment
management fees for the Funds by signing below where indicated.
Very sincerely,
/s/ Xxxxxx X. Xxxx
---------------------
Xxxxxx X. Xxxx
Senior Vice President
ING Funds Trust
ACCEPTED AND AGREED TO:
ING Investments, LLC
By: /s/ Xxxx Xxxxx
---------------------
Xxxx Xxxxx
Senior Vice President
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Funds Trust
Scottsdale, AZ 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED SCHEDULE A
with respect to the
AMENDED AND RESTATED MANAGEMENT AGREEMENT
between
ING FUNDS TRUST
and
ING INVESTMENTS, LLC
Annual Investment Management Fee
Name of Fund (as a percentage of average daily net assets)
ING Classic Money Market Fund 0.25%
ING High Yield Bond Fund 0.51% on first $1 billion of assets
0.45% on next $4 billion of assets
0.40% on assets thereafter
ING Institutional Prime Money Market Fund 0.08%
ING Intermediate Bond Fund 0.17%
ING National Tax-Exempt Bond Fund 0.30%
2