[ING FUNDS LOGO]
(d)(5)(ii)
July 29, 2005
Xxxxxxx Xxxxxxx
Senior Vice President
ING Investment Management Co.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxx:
Pursuant to the Sub-Advisory Agreement dated August 1, 2003 between ING
Investments, LLC and ING Investment Management Co., as amended (the
"Agreement"), we hereby notify you of our intention to retain you as Sub-Adviser
to render investment advisory services to ING Institutional Prime Money Market
Fund, a newly established series of ING Funds Trust (the "Fund"), upon all of
the terms and conditions set forth in the Agreement. Upon your acceptance, the
Agreement will be modified to give effect to the foregoing by adding the
above-mentioned Fund to AMENDED SCHEDULE A of the Agreement. The AMENDED
SCHEDULE A, with the annual sub-adviser fee indicated for the Fund, is attached
hereto.
AMENDED SCHEDULE A has also been updated by the removal of ING Lexington
Money Market Trust and ING Money Market Fund as these funds recently merged into
another fund.
Please signify your acceptance to act as Sub-Adviser under the Agreement
with respect to the Fund by signing below where indicated.
Very sincerely,
/s/ Xxxx Xxxxx
--------------
Xxxx Xxxxx
Senior Vice President
ING Investments, LLC
ACCEPTED AND AGREED TO:
ING Investment Management Co.
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------
Name: Xxxxxxx X. Xxxxx
Title: SVP and ECFO, Duly Authorized
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Scottsdale, AZ 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED SCHEDULE A
WITH RESPECT TO THE
SUB-ADVISORY AGREEMENT
BETWEEN
ING INVESTMENTS, LLC
AND
ING INVESTMENT MANAGEMENT CO.
ANNUAL SUB-ADVISER FEE
SERIES ---------------------------------------------
------ (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
ING Classic Money Market Fund 0.1125%
ING GNMA Income Fund 0.2700% of first $150 million of assets
0.2250% of assets in excess of $150 million up to $400 million
0.2025% of assets in excess of $400 million up to $800 million
0.1800% of assets in excess of $800 million
ING High Yield Bond Fund 0.2925% of first $250 million of assets
0.2700% of next $250 million of assets
0.2475% of assets in excess of $500 million
ING Institutional Prime Money Market Fund 0.04%
ING Intermediate Bond Fund 0.2250% of first $500 million of assets
0.2025% of assets in excess of $500 million up to $1 billion
0.19125% of assets in excess of $1 billion up to $2 billion
0.1800% of assets in excess of $2 billion
ING National Tax-Exempt Bond Fund 0.2250% of first $100 million of assets
0.1800% of assets in excess of $100 million
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