EXHIBIT (e)(1)
UNDERWRITING AGREEMENT
ING EQUITY TRUST
THIS AGREEMENT, made as of this 23rd day of September 2002, between ING
Equity Trust, a Massachusetts business trust (the "Trust"), on behalf of each
series of the Trust set forth on Schedule A hereto (each a "Fund," collectively,
the "Funds"), as such schedule may be amended from time to time to add
additional series, and ING Funds Distributor, Inc., a Delaware corporation (the
"Underwriter").
1. The Funds hereby appoint the Underwriter as their exclusive agent to
promote the sale and to arrange for the sale of shares of beneficial interest of
each class of each Fund, including both unissued shares and treasury shares,
through broker-dealers or otherwise, in all parts of the United States and
elsewhere throughout the world. The Funds agree to sell and deliver their shares
of each class, upon the terms hereinafter set forth, as long as they have
unissued and/or treasury shares available for sale.
(a) The Funds hereby authorize the Underwriter, subject to applicable law
and the Trust's Declaration of Trust (the "Declaration"), to accept,
for the respective account of the Funds, orders for the purchase of
their shares, satisfactory to the Underwriter, as of the time of
receipt of such orders by the dealer or as otherwise described in the
current Prospectuses of the Funds.
(b) The public offering price of the shares of the Funds shall be the net
asset value per share (as determined by the Funds) of the outstanding
shares of the Funds. The net asset value shall be determined, and the
public offering price based thereon shall become effective, as set
forth from time to time in each Fund's current Prospectus; such net
asset value may also be determined, and the public offering price based
thereon shall become effective, as of such other times for the regular
determination of net asset value as may be required or permitted by
rules of the National Association of Securities Dealers, Inc. ("NASD")
or of the Securities and Exchange Commission ("SEC"). The Funds shall
furnish daily to the Underwriter, with all possible promptness, a
detailed computation of net asset value of their Class A shares.
(c) Class A Shares
(i) The public offering price of Class A shares shall be equal to
the net asset value, as described above, plus a commission to
be fixed from time to time by the Underwriter not to exceed 6%
of the public offering price, except that such price per share
may be adjusted to the nearest cent. The Underwriter may fix
quantity discounts and other similar terms not inconsistent
with the provisions of the Investment Company Act of 1940, as
amended (the "1940 Act"). The Underwriter shall not impose any
commission, permit any quantity discounts or impose any other
similar
terms in connection with the sale of Class A shares of the
Funds except as disclosed in the Funds' current Prospectuses.
(ii) The Underwriter shall be entitled to deduct a commission on
all Class A shares sold equal to the difference between the
public offering price and the net asset value on which such
price is based. If any such commission is received by a Fund,
it will pay the commission to the Underwriter. Out of such
commission, the Underwriter may allow to dealers such
concessions as the Underwriter may determine from time to
time. Notwithstanding anything in the Agreement, sales may be
made at net asset value as provided in the Funds' current
Prospectuses.
(d) Class B Shares
(i) In consideration of the Underwriter's services as principal
underwriter of each Fund's Class B shares pursuant to this
Agreement and in accordance with the provisions of the Trust's
Second Amended and Restated Distribution and Service Plan (the
"Plan") in respect of such shares, each Fund agrees: (I) to
pay to the Underwriter or, at the Underwriter's direction, to
a third party, monthly in arrears on or prior to the 5th
business day of the following calendar month (A) a service fee
(the "Service Fee") equal to 0.25 of 1% per annum of the
average daily net asset value of the Class B shares of such
Fund outstanding from time to time, and (B) the Underwriter's
"Allocable Portion" (as hereinafter defined) of a fee (the
"Distribution Fee") equal to 0.75 of 1% per annum of the
average daily net asset value of the Class B shares of such
Fund outstanding from time to time, and (II) to withhold from
redemption proceeds in respect of Class B shares of such Fund
the Underwriter's Allocable Portion of the Contingent Deferred
Sales Charges ("CDSCs") payable in respect of such redemption
as provided in the current Prospectus of such Fund and to pay
the same over to the Underwriter or, at the Underwriter's
direction, to a third party, at the time the redemption
proceeds in respect of such redemption are payable to the
holder of the Class B shares redeemed.
(ii) The Underwriter will be deemed to have performed all services
required to be performed in order to be entitled to receive
its Allocable Portion of the Distribution Fee payable in
respect of the Class B shares of the Funds upon the settlement
date of each sale of a "Commission Share" (as defined in the
Allocation Schedule attached hereto as Schedule B) of the
Funds taken into account in determining the Underwriter's
Allocable Portion of such Distribution Fees.
(iii) Notwithstanding anything to the contrary set forth in this
Agreement or (to the extent waiver thereof is permitted
thereby) applicable law, each Fund's obligation to pay the
Underwriter's Allocable Portion of the Distribution Fees
payable in respect to the Class B shares of the Funds shall
not be
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terminated or modified for any reason (including a termination
of this Agreement) except: (a) to the extent required by a
change in the 1940 Act, the rules thereunder or the Conduct
Rules of the NASD, in each case enacted or promulgated after
Xxxxx 00, 0000, (x) on a basis which does not alter the
Underwriter's Allocable Portion of the Distribution Fees
computed with reference to Commission Shares the Date of
Original Issuance (as defined in the Allocation Schedule) of
which occurs on or prior to the adoption of such termination
or modification and with respect to Free Shares (as defined in
the Allocation Schedule) which would be attributed to such
Underwriter under the Allocation Schedule with reference, or
(c) in connection with a "Complete Termination" (as
hereinafter defined) of the Plan.
(iv) The Funds will not take any action to waive or change any CDSC
in respect of the Class B shares, except as provided in each
Fund's current Prospectus or statement of additional
information forming a part of that Fund's initial Registration
Statement on the date such Fund's initial Registration
Statement was declared effective by the SEC, without the
consent of the Underwriter and the permitted assigns of all or
any portion of its rights to its Allocable Portion of the
CDSCs.
(v) Notwithstanding anything to the contrary in this Agreement,
neither the termination of the Underwriter's role as principal
distributor of the Class B shares of a Fund, nor the
termination of this Agreement with respect to a Fund, nor the
termination of the Plan with respect to a Fund will terminate
the Underwriter's right to its Allocable Portion of the CDSCs
in respect of the Class B shares of each Fund.
(vi) Notwithstanding anything to the contrary in this Agreement,
the Underwriter may assign, sell or pledge (collectively,
"Transfer") its rights to the Service Fees and its Allocable
Portion of the Distribution Fees and CDSCs (but not its
obligations to the Funds under this Agreement) to raise funds
to make the expenditures related to the distribution of Class
B shares of a Fund and in connection therewith, upon receipt
of notice of such Transfer, a Fund shall pay, or cause to be
paid, to the assignee, purchaser or pledgee (collectively with
their subsequent transferees, "Transferees") such portion of
the Underwriter's Service Fees, Allocable Portion of the
Distribution Fees and CDSCs in respect of the Class B shares
of a Fund so Transferred. Except as provided in (iii) above
and notwithstanding anything to the contrary set forth
elsewhere in this Agreement, to the extent the Underwriter has
Transferred its rights thereto to raise funds as aforesaid, a
Fund's obligation to pay the Underwriter's Allocable Portion
of the Distribution Fees and CDSCs payable in respect of the
Class B shares of a Fund shall be absolute and unconditional
and shall not be subject to dispute, offset, counterclaim or
any defense whatsoever, at law or equity, including, without
limitation, any of the foregoing based on the
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insolvency or bankruptcy of the Underwriter (it being
understood that such provision is not a waiver of the Funds'
right to pursue the Underwriter and enforce claims against the
assets of the Underwriter other than the Underwriter's right
to the Distribution Fees and CDSCs in respect of the Class B
shares of each Fund, which have been so transferred in
connection with such Transfer). The Funds agree that each such
Transferee is a third party beneficiary of the provisions of
this clause (vi) but only insofar as those provisions relate
to Distribution Fees and CDSCs transferred to such Transferee.
(vii) For purposes of the Agreement, the term "Allocable Portion" of
Distribution Fees and CDSCs payable in respect of the Class B
shares of a Fund shall mean the portion of such Distribution
Fees and CDSCs allocated to the Underwriter.
(viii) For purposes of this Agreement, the term "Complete
Termination" of the Plan in respect of a Fund means a
termination of the Plan involving the complete cessation of
the payment of Distribution Fees in respect of all Class B
shares of the Funds, and the termination of the Plan and the
complete cessation of the payment of distribution fees
pursuant to any other distribution Plan pursuant to Rule 12b-l
under the 1940 Act in respect of the Class B shares of the
Funds and any successor fund or the Funds acquiring a
substantial portion of the assets of the Funds and for every
future class of shares which has substantially similar
characteristics to the Class B shares of the Funds taking into
account the manner of payment and amount of sales charge, CDSC
or other similar charges borne directly or indirectly by the
holders of such shares; provided that (a) the Trustees of the
Trust, including the Independent Trustees of the Trust, shall
have determined that such termination is in the best interest
of the Funds and the shareholders of the Funds, and (b) such
termination does not alter the CDSC as in effect at the time
of such termination applicable to Commission Shares of the
Funds, the Date of Original Issuance (as defined in the
Allocation Schedule) of which occurs on or prior to such
termination.
(ix) The Underwriter may reallow any or all of the Distribution and
Service Fees and CDSCs which it is paid under the Agreement to
such dealers as the Underwriter may from time to time
determine.
(x) The Underwriter may fix quantity discounts and other similar
variances or waivers of the CDSCs not inconsistent with the
provisions of the 1940 Act; provided however, that the
Underwriter shall not impose any commission, permit any
quantity discount, or impose any other similar waiver or
variance in connection with the sale of Class B shares except
as disclosed in each Fund's current Prospectus.
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(e) Class C Shares
(i) As compensation for providing services under this Agreement,
(A) the Underwriter shall receive from each Fund distribution
and service fees under the terms and conditions set forth in
the Plan for the Funds adopted under Rule 12b-l under the 1940
Act, as that Plan may be amended from time to time and subject
to any further limitation on such fees as the Trustees may
impose, and (B) the Underwriter shall receive from each Fund
all CDSCs applied on redemption of Class C shares of the
Funds. Whether and to what extent a CDSC will be imposed with
respect to a redemption shall be determined in accordance
with, and in a manner set forth in, each Fund's current
Prospectus.
(ii) The Underwriter may reallow any or all of the distribution and
service fees and CDSCs which it is paid under the Agreement to
such dealers as the Underwriter may from time to time
determine.
(iii) The Underwriter may fix quantity discounts and other similar
variances or waivers of the CDSCs not inconsistent with the
provisions of the 1940 Act; provided however, that the
Underwriter shall not impose any commission, permit any
quantity discount, or impose any other similar waiver or
variance in connection with the sale of Class C shares except
as disclosed in each Fund's current Prospectus.
(e) Class Q Shares
(i) As compensation for providing services under this Agreement,
the Underwriter shall receive from each Fund service fees
under the terms and conditions set forth in the Plan for the
Funds adopted under Rule 12b-l under the 1940 Act, as that
Plan may be amended from time to time and subject to any
further limitation on such fees as the Trustees may impose.
(ii) The Underwriter may reallow any or all of the service fees and
CDSCs which it is paid under the Agreement to such dealers as
the Underwriter may from time to time determine.
(f) Class T Shares
(i) The public offering price of Class T shares shall be based on
the net asset value per share (as determined by the Fund) of
the outstanding Class T shares of the Fund. The net asset
value of Class T shares shall be regularly determined on every
business day as of the time of the regular closing of the New
York Stock Exchange ("NYSE") and the offering price based upon
such net asset value shall become effective as set forth from
time to time in the Fund's current Prospectus; such net asset
value shall also be regularly determined, and the offering
price based thereon shall become effective, as of such other
times for the regular determination of net asset
5
value as may be required or permitted by rules of the NASD, or
of the SEC. The Fund shall furnish daily to the Underwriter,
with all possible promptness, a detailed computation of net
asset value of its Class T shares.
(ii) As compensation for providing services under this Agreement,
(A) the Underwriter shall receive from the Fund distribution
and service fees under the terms and conditions set forth in
the Plan for the Fund adopted under Rule 12b-l under the 1940
Act, as that Plan may be amended from time to time and subject
to any further limitation on such fees as the Trustees may
impose, and (B) the Underwriter shall receive from the Fund
all CDSC's applied on redemption of Class T share of the Fund.
Whether and to what extent a contingent deferred sales charge
will be imposed with respect to a redemption shall be
determined in accordance with, and in a manner set forth in,
the Fund's current Prospectus.
(iii) The Underwriter may reallow any or all of the distribution and
services fees and contingent deferred sales charges which it
is paid under the Agreement to such dealers as the Underwriter
may from time to time determine.
(iv) The Underwriter may fix quantity discounts and other similar
variances or waivers of the contingent deferred sales charge
not inconsistent with the provisions of the 1940 Act; provided
however, that the Underwriter shall not impose any commission,
permit any quantity discount, or impose any other similar
waiver or variance in connection with the sale of Class T
shares except as disclosed in the current Prospectus of the
Fund.
2. The Underwriter agrees to devote reasonable time and effort to enlist
investment dealers to sell shares of each class of each Fund and otherwise
promote the sale and distribution and act as Underwriter for the sale and
distribution of the shares of each class of each Fund as such arrangements may
profitably be made; but so long as its does so, nothing herein contained shall
prevent the Underwriter from entering into similar arrangements with other funds
and to engage in other activities. The Funds reserve the right to issue shares
of each class in connection with any merger or consolidation of the Funds with
any other investment company or any personal holding company or in connection
with offers of exchange exempted from Section 22(d) of the 1940 Act.
3. To the extent the Funds shall offer (as set forth in each Fund's
current Prospectus) to provide physical certificates evidencing ownership of a
class of shares, upon receipt by a Fund at its principal place of business of a
written order from the Underwriter, together with delivery instructions, a Fund
shall, as promptly as practicable, cause certificates for the class of shares
called for in such order to be delivered or credited in such amounts and in such
names as shall be specified by the Underwriter, against payment therefor in such
manner as may be acceptable to such Fund.
4. All sales literature and advertisements used by the Underwriter in
connection with sales of the shares of the Funds shall be subject to the
approval of the Funds to which
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such literature relates. The Funds authorize the Underwriter in connection with
the sale or arranging for the sale of its shares to give only such information
and to make only such statements or representations as are contained in the
Prospectus or in sales literature or advertisements approved by the Funds or in
such financial statements and reports as are furnished to the Underwriter
pursuant to paragraph 6 below. The Funds shall not be responsible in any way for
any information, statements or representations given or made by the Underwriter
or its representatives or agents other than such information, statements and
representations.
5. The Underwriter, as agent of the Funds, is authorized, subject to the
direction of the Funds, to accept shares of each class for redemption at prices
not in excess of their net asset value, determined as prescribed in the current
Prospectus of each Fund. The Funds shall reimburse the Underwriter monthly for
its out-of-pocket expenses reasonably incurred on behalf of the Funds in
carrying out the foregoing authorization, but the Underwriter shall not be
entitled to any commissions or other compensation in respect to such
redemptions. The Underwriter shall report all redemptions promptly to the Funds.
6. The Trust, on behalf of the Funds, shall keep the Underwriter fully
informed with regard to its affairs, shall furnish the Underwriter with a
certified copy of all financial statements, and a signed copy of the report,
prepared by independent public accountants and with such reasonable number of
printed copies of the annual and other periodic reports of the Funds as the
Underwriter may request, and shall cooperate fully in the efforts of the
Underwriter to sell and arrange for the sale of each class of shares of the
Funds and in the performance by the Underwriter of all its duties under this
Agreement.
7. The Funds will pay or cause to be paid expenses (including counsel fees
and disbursements) of any registration of each class of shares of beneficial
interest under, but not limited to, Federal, state or other regulatory
authority, fees of filing periodic reports with regulatory bodies and of
preparing, setting in type and printing the Prospectus and any amendments
thereto prepared for use in connection with the offering of shares of each class
of the Funds, for fees and expenses incident to the issuance of shares of
beneficial interest of each class, such as the cost of stock certificates (if
offered), issuance taxes, fees of the transfer agent, including the cost of
preparing and mailing notices to shareholders pertaining to transactions with
respect to shareholders' accounts, dividend disbursing agent's costs, including
the cost for preparing and mailing notices confirming shares acquired by
shareholders pursuant to the reinvestment of dividends and distributions, and
the mailing to shareholders of prospectuses, and notices and reports as may be
required from time to time by regulatory bodies or for such other purposes,
except for purposes of sales by the Underwriter as outlined in paragraph 8
hereof.
8. The Underwriter shall pay all of its own costs and expenses (other than
expenses and costs heretofore deemed payable by the Funds and other than
expenses which one or more dealers may bear pursuant to any agreement with the
Underwriter) incident to the sale and distribution of the shares issued or sold
hereunder including (a) expenses of printing copies of the Prospectus to be used
in connection with the sale of shares of each class of the Funds at printer's
overrun costs; (b) expenses of printing and distributing or
7
disseminating any other literature, advertising or selling aids in connection
with the offering of shares of each class for sale (however, the expenses
referred to in (a) and (b) do not include expenses incurred in connection with
the preparation, printing and distribution of the Prospectuses or any report or
other communication to shareholders, to the extent that such expenses are
necessarily incurred to effect compliance by the Funds with any Federal or State
law or other regulatory bodies); and (c) expenses of advertising in connection
with such offering; provided, however, that the Underwriter shall not be
required to pay for any such expenses to the extent that they are paid pursuant
to each Fund's distribution plan adopted pursuant to Rule 12b-l under the 0000
Xxx.
9. The Funds agree to register, from time to time as necessary, additional
shares of beneficial interest of each class with the SEC, State and other
regulatory bodies and to pay the related filing fees therefor and to file such
amendments, reports and other documents as may be necessary in order that there
may be no untrue statement of a material fact in the Registration Statement or
Prospectus or that there may be no omission to state a material fact therein
necessary in order to make the statements therein, in light of the circumstances
under which they were made, not misleading. As used in this Agreement, the term
"Registration Statement" shall mean the Registration Statement most recently
filed by the Trust with the SEC and effective under the Securities Act of 1933,
as amended, as such Registration Statement is amended from time to time, and the
term "Prospectus" shall mean the most recent form of prospectus authorized by
the Trust with respect to each Fund for use by the Underwriter and by dealers.
10. This Agreement may be terminated at any time on not more than 60 days'
written notice, without payment of a penalty, by the Underwriter, by vote of a
majority of the outstanding voting securities (as defined in the 0000 Xxx) of
each Fund or by vote of a majority of the Trustees, who are not "interested
persons" of each Fund and who have no direct or indirect financial interest in
the operation of the Plan or agreements.
11. This Agreement shall terminate automatically in the event of its
assignment. The term "assignment" for this purpose shall have the meaning
defined in Section 2(a)(4) of the 1940 Act. With regard to Class T Shares, this
Agreement shall also terminate automatically when Class T shares no longer
exist.
12. This Agreement has been approved by the Trustees of the Trust, on
behalf of each Fund, and shall continue in effect with respect to each Fund
until the Reapproval Date set forth for such Fund in Schedule A to this
Agreement. Thereafter, this Agreement shall continue for successive annual
periods, provided that such continuance is specifically approved annually by a
majority of the Trustees who are not interested persons of the parties hereto as
defined in the 1940 Act and either (a) a majority of the Trustees of the Trust
or (b) by vote of a majority or the outstanding voting securities of each Fund,
as defined in the 1940 Act.
13. The Declaration, establishing the Trust, a copy of which, together with
all amendments thereto, is on file in the office of the Secretary of the
Commonwealth of Massachusetts, provides that the name of the Trust refers to the
Trustees under the
8
Declaration collectively as trustees, but not individually or
personally; and no Trustee, shareholder, officer, employee or agent of
the Trust and/or each Fund may be held to any personal liability, nor
may resort be had to their private property for the satisfaction of any
obligation or claim or otherwise in connection with affairs of the
Trust, but the Trust property only shall be liable.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized and to become effective as
of the day and year set forth above.
ING EQUITY TRUST
By: -s- Xxxxxx X. Naka
--------------------------------
Xxxxxx X. Naka
Senior Vice President
ING FUNDS DISTRIBUTOR, INC.
By: -s- Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
9
SCHEDULE B
WITH RESPECT TO THE
UNDERWRITING AGREEMENT
BETWEEN
ING EQUITY TRUST
AND
ING FUNDS DISTRIBUTOR, INC.
EFFECTIVE: SEPTEMBER 23, 2002
ALLOCATION SCHEDULE
Defined terms used in this Schedule and not otherwise defined herein
shall have the meaning assigned to them in the Underwriting Agreement of the
Trust, on behalf of each Fund, and the Underwriter made as of the 23rd day of
September, 2002, to which this Schedule B is attached (the "Underwriting
Agreement"). As used herein the following terms shall have the meanings
indicated:
CDSCs or Asset Based Sales Charges related to Class B Shares ("Shares")
of a Fund shall be allocated by a Fund among the Underwriter and any successor
principal distributor of Shares of such Fund (the "Successor Underwriter") in
accordance with this Schedule B.
"Commission Share" means, in respect of a Fund, each Share of such
Fund, which is issued under circumstances which would normally give rise to an
obligation of the holder of such Share to pay a CDSC upon redemption of such
Share (including, without limitation, any Share of such Fund issued in
connection with a Permitted Free Exchange) and any such Share shall continue to
be a Commission Share of such Fund prior to the redemption (including a
redemption in connection with a Permitted Free Exchange) or conversion of such
Share, even though the obligation to pay the CDSC may have expired or conditions
for waivers thereof may exist.
"Date of Original Issuance" means in respect of any Commission Share,
the date with reference to which the amount of the CDSC payable on redemption
thereof, if any, is computed.
"Free Share" means, in respect of a Fund, each Share of such Fund,
other than a Commission Share (including, without limitation, any Share issued
in connection with the reinvestment of dividends or capital gains).
"Inception Date" means in respect of a Fund, the first date on which
such Fund issued Shares.
"Net Asset Value" means, (i) with respect to a Fund, as of the date any
determination thereof is made, the net asset value of such Fund computed in the
manner such value is required
10
to be computed by such Fund in its reports to its shareholders, and (ii) with
respect to any share of such Fund as of any date, the quotient obtained by
dividing: (A) the net asset value of such Fund (as computed in accordance with
clause (i) above) allocated to Shares of such Fund (in accordance with the
constituent documents for such Fund) as of such date, by (B) the number of
Shares of such Fund outstanding on such date.
PART I: ATTRIBUTION OF SHARES
Shares of each Fund, which are outstanding from time to time, shall be
attributed to the Underwriter and each Successor Underwriter in accordance with
the following rules;
(1) Commission Shares:
(a) Commission Shares attributed to the Underwriter shall be
Commission Shares the Date of Original issuance of which occurred on or after
the Inception Date of such Fund and on or prior to the last date on which the
Underwriter acted as principal underwriter of Shares of such Fund.
(b) Commission Shares attributable to any Successor Underwriter
shall be Commission Shares, the Date of Original Issuance of which occurs after
the last date on which the immediately preceding principal underwriter of Shares
of such Fund acted as principal underwriter of Shares of such Fund and prior to
the last date on which the Successor Underwriter in question acted as principal
underwriter of Shares of such Fund.
(c) A Commission Share of a particular Fund (the "Issuing Fund")
issued in consideration of the investment of proceeds of the redemption of a
Commission Share of another Fund (the "Redeeming Fund") in connection with a
Permitted Free Exchange, is deemed to have a Date of Original issuance identical
to the Date of Original Issuance of the Commission Share of the Redeeming Fund
and any such Commission Share will be attributed to the Underwriter or any
Successor Underwriter based upon such Date of Original Issuance in accordance
with rules (a) and (b) above.
(d) A Commission Share redeemed (other than in connection with a
Permitted Free Exchange) or converted to a class A share is attributable to the
Underwriter or any Successor Underwriter based upon the Date of Original
Issuance in accordance with rule (a), (b) and (c) above.
(2) Free Shares:
Free shares of a Fund outstanding on any date shall be attributed to
the Underwriter or any Successor Underwriter, as the case may be, in the same
proportion that the Commission Shares of such Fund outstanding on such date are
attributed to it on such date; provided that if the Transfer Agent is able to
produce monthly reports which track the Date of original Issuance for the
Commission Shares related to such Free Shares, then the Free Shares shall be
allocated pursuant to clause l(a), (b) and (c) above.
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PART II: ALLOCATION OF CDSCs ("CDSCs")
CDSCs Related to the Redemption of Commission Shares:
CDSCs in respect of the redemption of Commission Shares shall be
allocated to the Underwriter or any Successor Underwriter depending upon
whether the related redeemed Commission Share is attributable to such
Underwriter or Successor Underwriter, as the case may be, in accordance with
Part I above.
PART III: ALLOCATION OF ASSET BASED SALES CHARGES
Assuming that the Asset Based Sales Charge remains constant over time
and among Funds so that Part IV hereof does not become operative:
(1) The portion of the aggregate Asset Based Sales Charges accrued
in respect of all Shares of all Funds during any calendar month allocable to the
Underwriter or any Successor Underwriter is determined by multiplying the total
of such Asset Based Sales Charges by the following fraction:
(A + C)/2
---------
(B + D)/2
where:
A = The aggregate Net Asset Value of all Shares of all Funds attributed to
such Underwriter or Successor Underwriter, as the case may be, and
outstanding at the beginning of such calendar month
B = The aggregate Net Asset Value of all Shares of all Funds at the
beginning of such calendar month
C = The aggregate Net Asset Value of all Shares of all Funds attributed to
such Underwriter or Successor Underwriter, as the case may be, and
outstanding at the end of such calendar month
D = The aggregate Net Asset Value of all Shares of all Funds at the end of
such calendar month
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(2) If the Program Administrator reasonably determines that the
Transfer Agent is able to produce automated monthly reports which allocate the
average Net Asset Value of the Commission Shares (or all Shares if available) of
all Funds among the Underwriter and any Successor Underwriter in a manner
consistent with the methodology detailed in Part I and Part III (1) above, the
portion of the Asset Based Sales Charges accrued in respect of all such Shares
of all Funds during a particular calendar month will be allocated to such
Underwriter or Successor Underwriter by multiplying the total of such Asset
Based Sales Charges by the following fraction:
(A)/(B)
where:
A = Average Net Asset Value of all such Shares of all Funds for such
calendar month attributed to such Underwriter or Successor Underwriter,
as the case may be
B = Total average Net Asset Value of all such Shares of all Funds for such
calendar month
PART IV: ADJUSTMENT OF THE UNDERWRITER'S OR SUCCESSOR UNDERWRITER'S SHARE OF
ASSET BASED SALES CHARGES AND CDSCS
The Parties to the Underwriting Agreement recognize that, if the terms
of the Underwriting Agreement, any Distribution Plan, any Prospectus, the
Conduct Rules or any other Applicable Law change, which change
disproportionately reduces, in a manner inconsistent with the intent of the
Underwriting Agreement and this Schedule B, the amount of the Underwriter's or
the Successor Underwriter's share of Asset Based Sales Charges and CDSCs that
would have been payable had no such change occurred, this Allocation Schedule
should be adjusted by agreement among the Funds, the Underwriter and each
Successor Underwriter to conform with such intent taking into account such
change; provided, however, if the Funds, the Underwriter and the Successor
Underwriters cannot agree within thirty (30) days after the date of any such
change in Applicable Laws or in any Underwriting Agreement, Distribution Plan,
Prospectus or the Conduct Rules, the Parties shall submit the question to
arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association and the decision reached by the arbitrator shall be
final and binding on the Parties hereto.
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AMENDED SCHEDULE A
WITH RESPECT TO THE
UNDERWRITING AGREEMENT
BETWEEN
ING EQUITY TRUST
AND
ING FUNDS DISTRIBUTOR, LLC
NAME OF FUND*
ING Disciplined LargeCap Fund
ING Growth Opportunities Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Principal Protection Fund
ING Principal Protection Fund II
ING Principal Protection Fund III
ING Principal Protection Fund IV
ING Principal Protection Fund V
ING Principal Protection Fund VI
ING Principal Protection Fund VII
ING Principal Protection Fund VIII
ING Principal Protection Fund IX
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
* This Amended Schedule A to the Underwriting Agreement will be effective with
respect to the Funds upon the effective date of the post effective amendment
to the Trust's Registration Statement with respect to each Fund.
IN WITNESS WHEREOF, the undersigned have caused this amendment to be
executed as of August______, 2003.
ING EQUITY TRUST ING FUNDS DISTRIBUTOR, LLC
-s- Xxxxxx X. Naka -s- Xxxxxxx X. Xxxxxx
--------------------------- ---------------------------
Name: Xxxxxx X. Naka Name: Xxxxxxx X. Xxxxxx
Title: Senior Vice President Title: Executive Vice President
AMENDED SCHEDULE A
WITH RESPECT TO THE
UNDERWRITING AGREEMENT
BETWEEN
ING EQUITY TRUST
AND
ING FUNDS DISTRIBUTOR, LLC
NAME OF FUND*
ING Disciplined LargeCap Fund
ING Growth Opportunities Fund
ING LargeCap Value Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Principal Protection Fund
ING Principal Protection Fund II
ING Principal Protection Fund III
ING Principal Protection Fund IV
ING Principal Protection Fund V
ING Principal Protection Fund VI
ING Principal Protection Fund VII
ING Principal Protection Fund VIII
ING Principal Protection Fund IX
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
* This Amended Schedule A to the Underwriting Agreement will be effective with
respect to each Fund upon the effective date of the post effective amendment
to the Trust's Registration Statement with respect to a Fund.
