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ING FUNDS TRUST
CLASS A
AMENDED AND RESTATED
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the distribution Plan
for the Class A shares of the portfolio series listed in Schedule A attached
(each a "Fund" and collectively the "Funds") of ING Funds Trust a Delaware
business trust (the "Trust"), adopted pursuant to the provisions of Rule l2b-1
under the Investment Company Act of 1940 (the "Act") and the related agreement
between the Trust and ING Pilgrim Securities, 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 A 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 0.10% of the average net asset value of the Class A shares of the
Fund, (except the ING Money Market Fund which shall pay a monthly fee at the
annual rate of 0.50% of the average net asset value of the Class A shares of the
ING Money Market 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 A shares, which may include, without limitation, (i) the payment by
the Distributor to securities dealers (which may include the Distributor itself)
and other financial institutions and organizations of commissions on the sale of
Class A 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 A 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 and (iv) other direct distribution costs of the type
approved by the Board of Trustees, 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 costs 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, together with
any related agreements, has been approved by a vote of a majority of the
outstanding Class A shares of the Fund; (b) 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 A shares.
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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 by vote of a majority of the
Qualified Trustees or by vote of the majority of the outstanding Class A 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 contingent deferred sales charge ("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 A 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 I hereof without
the approval of a majority of the outstanding Class A 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 A 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 A shares of the Fund present (in person or by proxy) and
entitled to vote at such meeting, if the holders of more than 50% of the
outstanding Class A shares of the Fund entitled to vote at such meeting are
present (in person or by proxy) or (ii) more than 50% of the outstanding Class A
shares of the Fund, 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.
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SECTION 10. The Fund shall preserve copies of this plan and any related
agreements and all reports made pursuant to paragraph 6 hereof, for a period of
not less than six years from the date of this Plan, any such agreement or any
such report, as the case may be, the first two years in an easily accessible
place.
Executed as of November ___, 2000
ING FUNDS TRUST ING PILGRIM SECURITIES, INC.
By: By:
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SCHEDULE A
Name of Fund
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ING Money Market Fund
ING Intermediate Bond Fund
ING High Yield Bond Fund
ING International Bond Fund
ING National Tax-Exempt Bond Fund
ING Large Cap Growth Fund
ING Growth & Income Fund
ING Mid Cap Growth Fund
ING Small Cap Growth Fund
ING Global Brand Names Fund
ING International Equity Fund
ING Emerging Markets Equity Fund
ING European Equity Fund
ING Tax Efficient Equity Fund
ING Focus Fund
ING Global Information Technology Fund
ING Global Real Estate Fund
ING Internet Fund
ING National Tax-Exempt Money Market Fund
ING Global Communications Fund
ING Internet Fund II
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