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Exhibit (a)(3)
ING FUNDS DISTRIBUTOR, INC.
1475 Dunwoody Drive
West Chester, PA 19380
September 5, 2000
Pilgrim Securities, Inc.
40 N. Central Avenue, Suite 1200
Phoenix, Arizona 85004
Re: Selling Agreement
Ladies and Gentlemen:
ING Funds Distributor, Inc. ("IFD") is the principal underwriter for
each of the funds managed by ING Mutual Fund Management Co. LLC (each a "Fund"
and collectively the "ING Funds"). Each of the ING Funds shown in Attachment A
is a portfolio of ING Funds Trust, an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and the shares of which are registered under the Securities Act of 1933,
as amended (the "1933 Act").
You have informed us that Pilgrim Securities, Inc. ("PSI") is
registered as a broker-dealer under the Securities Exchange Act of 1934, as
amended (the "1934 Act") and is a member in good standing of the National
Association of Securities Dealers, Inc. (the "NASD"). You desire to assist in
the sale and distribution of shares of the ING Funds, and we hereby authorize
you to lend such assistance consistent with the terms and understandings
described below.
1. Authority and Responsibility.
With respect to the ING Funds shown in Attachment A, which may be
amended from time to time by IFD:
(a) PSI may offer shares of the ING Funds in accordance with the terms
of the Prospectus for the pertinent Fund then in effect.
(b) PSI may provide assistance and support to a broker-dealer
("Broker-Dealer") in connection with the sale of the shares of the ING
Funds by such Broker-Dealer, provided that the Broker-Dealer is
registered as such under the 1934 Act, is a member of the NASD, and has
entered into a Sales Agreement with PSI under which it is authorized to
sell shares of one or more of the ING Funds.
2. Compliance
(a) PSI is responsible for carrying out its obligations under this
Agreement in compliance with the NASD Rules of Conduct, with applicable
federal and state securities laws and regulations, and with other
applicable law.
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(b) PSI is not authorized to give any information or to make any
representations respecting any Fund other than those contained in the
current Prospectus for such Fund or in periodic reports to shareholders
of the Fund or in advertising or sales literature that is authorized or
approved by IFD. Except with the permission of IFD, PSI will not use or
provide to Broker-Dealers any advertisements or sales literature except
advertisements and sales literature that has been provided or approved
by IFD.
3. Independent Contractor. PSI will undertake and discharge its obligations
hereunder as an independent contractor and shall have no authority or power to
obligate or bind IFD or the ING Funds by PSI's actions, conduct or contracts,
except that PSI is authorized to accept orders for the purchase or repurchase of
the shares as IFD's agent and to authorize Broker-Dealers to accept such orders.
Nothing contained in this Agreement shall create or shall be construed to
create, the relationship of employer or employee between IFD or the ING Funds
and PSI.
4. Offering Price. Shares of the ING Funds shall be offered at a price
equivalent to their net asset value next computed following receipt of the order
by the Fund or by the ING Funds' transfer agent, plus, as appropriate, a varying
sales charge depending upon the class of the shares purchased and the amount of
the money invested, as set forth in the ING Funds' Prospectus.
5. Orders. PSI shall promptly advise the ING Funds or the transfer agent of all
purchase and redemption orders for shares of the ING Funds received by PSI. PSI
may submit and authorize Broker-Dealers to submit purchase and redemption orders
for shares directly with the transfer agent for the ING Funds. Any purchase
order may be rejected by IFD or the ING Funds; provided, however, that IFD or
the ING Funds will not arbitrarily or without reasonable cause refuse to accept
or confirm orders for the purchase of shares of the ING Funds. A Fund (or its
agent) will confirm orders upon their receipt, will make appropriate book
entries and, upon receipt by a Fund (or its agent) of payment therefor, will
deliver deposit receipts for the shares.
6. Sales Commissions. In connection with the sale of shares of the ING Funds by
Broker-Dealers that have entered into Sales Agreements with PSI, IFD shall pay
commissions and service fees to such Broker-Dealers for the sale of such shares
in the amount shown in Attachment B, which may be amended from time to time by
agreement of both parties.
7. Payment for Shares. Payment for the purchase of any shares shall be made in
cash to the ING Funds (or its agent) in an amount as set forth in the Fund's
Prospectus, at the net asset value of such shares at or prior to the time of
delivery of such shares.
8. Redemption.
(a) IFD has been authorized by the ING Funds to represent that any of
the outstanding shares of the ING Funds may be tendered for redemption
at any time, and has been authorized by the ING Funds to represent that
the ING Funds will repurchase or redeem the shares so tendered in
accordance with each of the ING Funds' articles of incorporation or
declaration of trust and bylaws and the applicable provisions of the
respective Fund's Prospectus. The price to be paid to redeem or
repurchase the shares
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shall be equal to the net asset value, less a contingent deferred sales
charge, if any, determined as set forth in the applicable Prospectus
(the "redemption price").
(b) IFD represents that the Trust (or its agent) will pay the total
amount of the redemption price in cash or as otherwise provided in the
Fund's Prospectus.
(c) IFD shall receive and retain any portion of any contingent deferred
sales charge which is imposed on redemptions of shares of the ING Funds
and not reallowed to dealers as set forth in the Prospectus.
9. Purchases for Your Own Account. PSI shall not purchase Shares for its own
account for purposes of resale to the public, but PSI may purchase shares for
its own investment account upon PSI's written assurance that the purchase is for
investment purposes only and that the shares will not be resold except through
redemption by IFD.
10. Furnishing of Information. IFD will furnish PSI at least annually with
audited financial statements of each Fund's books and accounts certified by
independent public accountants, and with such additional information regarding
IFD's financial condition, as PSI may reasonably request from time to time.
11. Registration of Shares. IFD shall be responsible for assuring that shares of
the ING Funds are registered under the 1933 Act and are registered or otherwise
eligible for sale in each of the states in the United States so that there will
be available for sale such number of shares of the ING Funds as PSI and
Broker-Dealers may reasonably expect to sell.
12. Prospectuses. IFD will provide PSI with copies of the current Prospectuses
of the ING Funds and the current Statement of Additional Information of the ING
Funds, as supplemented from time to time, as PSI may reasonably request. PSI
agrees to comply with the Prospectus delivery requirements of the securities
laws in connection with offers of the shares of the ING Funds.
13. Expenses.
(a) Except as otherwise agreed by the parties from time to time on a
case-by-case basis and as provided in paragraph (b) below, PSI shall
bear the costs incurred by PSI in fulfilling its obligations hereunder.
(b) IFD shall be responsible for the costs of advertising and sales
literature for the ING Funds in various forms through any available
medium, including the cost of printing and mailing Prospectuses to
persons other than current shareholders of the ING Funds, and of
advertisements and sales literature. To the extent that PSI prepares
and produces advertising and sales literature on behalf of the ING
Funds, IFD will reimburse PSI, unless otherwise agreed by the parties.
14. Other Activities. PSI's services pursuant to this Agreement shall not be
deemed to be exclusive, and PSI may render similar services and act as a dealer
for other investment companies in the offering of their shares.
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15. Termination. This Agreement will terminate with respect to any Fund
immediately in the event of the termination of our Distribution Agreement with
such Fund. This Agreement may also be terminated by either party upon thirty
(30) days' written notice, and shall terminate immediately in the event of its
direct assignment to another person by either party to this agreement without
the consent of the other party.
16. Suspension of Sales. IFD as agent for the ING Funds may at any time suspend
or limit the public offering of the shares of any Fund upon written notice to
PSI.
17. Miscellaneous. This Agreement shall be subject to the laws of the State of
Delaware and shall be interpreted and construed to further and promote the
operation of the ING Funds as open-end investment companies. As used herein, the
terms "Net Asset Value," "Offering Price," "Investment Company," "Open-End
Investment Company," and "Principal Underwriter" shall have the meanings set
forth in the 1933 Act and the 1940 Act, as applicable, and the rules and
regulations promulgated thereunder. The term "assignment" shall not have the
meaning set forth in the 1940 Act, but shall mean the conveyance of a party's
rights and obligations under a contract by means of a separate written
instrument or contract.
18. Liability.
(a) PSI agrees to be liable for, to hold IFD and IFD's officers,
directors, and employees harmless from, and to indemnify each of them
from any liabilities and costs, including but not limited to reasonable
attorneys' fees, arising from (i) any misleading statements or
representations (other than statements or representations contained in
the ING Funds' current Prospectuses and Statements of Additional
Information or any other written material IFD has approved or provided
to PSI relating to the ING Funds) that PSI or its employees make
concerning the ING Funds; or (ii) PSI's wrongful conduct with respect
to the sale or distribution of the ING Funds' Shares.
(b) IFD agrees to be liable for, to hold PSI, its officers, directors,
and employees harmless from and to indemnify each of them from any
liabilities and costs, including but not limited to reasonable
attorneys' fees, arising from any untrue statement of a material fact
or alleged untrue statement of a material fact contained in the ING
Funds' Prospectuses or Statement of Additional Information or any
amendment or supplement thereto, or arising out of or based on the
omission to state therein a material fact required to be stated therein
or necessary to make the statements therein not misleading.
(c) The provisions of this paragraph 18 shall survive the termination
of this agreement with respect to claims or losses arising from
services rendered under this Agreement.
If the foregoing meets with your approval, please acknowledge your
acceptance by signing each of the enclosed counterparts hereof and returning
such counterparts to us, whereupon this shall constitute a binding agreement as
of the date first above written.
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Very truly yours,
ING FUNDS DISTRIBUTOR, INC.
By:________________________________
Title:_____________________________
Agreed to and Accepted:
PILGRIM SECURITIES, INC.
By: ______________________________
Title: ______________________________
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ATTACHMENT A
TO THE SELLING AGREEMENT BETWEEN
ING FUNDS DISTRIBUTOR, INC. AND PILGRIM SECURITIES, INC.
FOR THE SALE OF THE ING FUNDS
Each of the following series of ING Funds Trust is a "Fund" as
described in the preceding Agreement:
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 Communications Fund
ING Internet Fund
ING Intermediate Bond Fund
ING High Yield Bond Fund
ING International Bond Fund
ING National Tax-Exempt Bond Fund
ING Money Market Fund
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ATTACHMENT B
TO THE SELLING AGREEMENT BETWEEN
ING FUNDS DISTRIBUTOR, INC. AND PILGRIM SECURITIES, INC.
FOR THE SALE OF THE ING FUNDS
ING Funds Distributor, Inc. ("IFD") shall pay to Pilgrim Securities, Inc.
("PSI") and Broker-Dealers as described in Section 1(b) of the Sales Agreement
the amounts described below. All amounts due under a Selling Agreement for sales
during a month or expenses incurred during a month shall be paid by the 30th day
of the following month.
COMMISSIONS (Effective through November 5, 2000 or another date if agreed to by
the parties)
<TABLE>
<CAPTION>
CLASS A SHARES EQUITY FUNDS FIXED INCOME FUNDS MONEY MARKET FUNDS
-------------- ------------ ------------------ ------------------
SALES DEALER SALES DEALER
AMOUNT OF PURCHASE(1) CHARGE CONCESSION TRAIL(2) CHARGE CONCESSION TRAIL(2) TRAIL(2)
--------------------- ------ ---------- -------- ------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Less than $50,000 5.75% 5.00% 0.40% 4.75% 4.00% 0.35% 0.35%
$50,000 but less than $100,000 4.75 4.00 0.40 4.25 3.50 0.35 0.35
$100,000, but less than 3.75 3.00 0.40 3.50 2.75 0.35 0.35
$250,000
$250,000 but less than 2.75 2.25 0.40 2.50 2.00 0.35 0.35
$500,000
$500,000 but less than 2.00 1.60 0.40 2.00 1.60 0.35 0.35
$1,000,000
$1,000,000 and over 0.00 1.00 0.40 0.00 0.50 0.35 0.35
</TABLE>
<TABLE>
<CAPTION>
CLASS B SHARES EQUITY FUNDS FIXED INCOME FUNDS MONEY MARKET FUNDS
-------------- ------------ ------------------ ------------------
CONTINGENT CONTINGENT CONTINGENT
DEALER DEFERRED DEALER DEFERRED DEALER DEFERRED
CONCESSION TRAIL(2) SALES CHARGE CONCESSION TRAIL(2) SALES CHARGE CONCESSION TRAIL(2) SALES CHARGE
---------- -------- ------------ ---------- -------- ------------ ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4.00% 0.40% 5% year 1 4.00% 0.40% 5% year 1 4.00% 0.40% 5% year 1
begins in 4% year 2 begins in 4% year 2 begins in 4% year 2
month 13 month 13 month 13
4% year 3 4% year 3 4% year 3
3% year 4 3% year 4 3% year 4
2% year 5 2% year 5 2% year 5
1% year 6 1% year 6 1% year 6
</TABLE>
<TABLE>
<CAPTION>
CLASS C SHARES EQUITY FUNDS FIXED INCOME FUNDS MONEY MARKET FUNDS
-------------- ------------ ------------------ ------------------
CONTINGENT CONTINGENT CONTINGENT
DEALER DEFERRED DEALER DEFERRED DEALER DEFERRED
CONCESSION TRAIL(2) SALES CHARGE CONCESSION TRAIL(2) SALES CHARGE CONCESSION TRAIL(2) SALES CHARGE
---------- -------- ------------ ---------- -------- ------------ ---------- -------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
begins in for year 1 begins in for year 1 begins in for year 1
month 13 month 13 month 13
</TABLE>
---------------------
(1.) ING Funds impose a contingent deferred sales charge in connection with
certain purchases of Class A shares of $1,000,000 or more.
(2.) The percentage amount indicated reflects in aggregate, any 12b-1,
shareholder servicing and account servicing fees.
ING Funds also offers Class I shares, but only to retirement plans affiliated
with ING Group. Shares are sold without an initial sales charge and are not
subject to any Rule 12-b fee, shareholder services fees or account servicing
fee.
ING Funds also offer Class X shares to qualified investors (including, but not
limited to, IRAs, Roth IRAs, Education IRAs, SEP IRAs, Simple IRAs and 403(b)(7)
plans). Investors purchasing Class X shares will receive bonus shares having a
value equal to 2% of the amount invested. Bonus shares are paid for by the
Fund's Distributor. Shares purchased by the reinvestment of dividends or capital
gains distributions are not eligible for bonus shares.
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COMMISSIONS (Effective November 6, 2000 or another date if agreed to by the
parties)
<TABLE>
<CAPTION>
SHARES EQUITY FUNDS FIXED INCOME FUNDS MONEY MARKET FUNDS
------ ------------ ------------------ ------------------
SALES DEALER SALES DEALER
AMOUNT OF PURCHASE(1) CHARGE CONCESSION TRAIL(2) CHARGE CONCESSION TRAIL(2) TRAIL(2)
--------------------- ------ ---------- -------- ------ ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Less than $50,000 5.75% 5.00% 0.25% 4.75% 4.25% 0.25% 0.25%
$50,000 - $99,999 4.50 3.75 0.25 4.50 4.0 0.25 0.25
$100,000 - $249,999 3.50 2.75 0.25 3.50 3.0 0.25 0.25
$250,000 - $499,999 2.50 2.00 0.25 2.50 2.25 0.25 0.25
$500,000 - $1,000,000 2.00 1.75 0.25 2.00 1.75 0.25 0.25
$1,000,000 and over 0.00 1.00 0.25 0.00 1.00 0.25 0.25
begins in begins in begins in
month 13 month 13 month 13
</TABLE>
<TABLE>
<CAPTION>
CLASS B SHARES EQUITY FUNDS FIXED INCOME FUNDS MONEY MARKET FUNDS
-------------- ------------ ------------------ ------------------
DEALER CONTINGENT DEALER CONTINGENT DEALER CONTINGENT
CONCES- DEFERRED CONCES- DEFERRED CONCES- DEFERRED
SION(3) TRAIL SALES CHARGE SION(3) TRAIL SALES CHARGE SION(3) TRAIL SALES CHARGE
------- ----- ------------ ------- ----- ------------ ------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
4.00% 0.25% 5% year 1 4.00% 0.25% 5% year 1 4.00% 0.25% 5% year 1
begins in 4% year 2 begins in 4% year 2 begins in 4% year 2
month 13 month 13 month 13
3% year 3 3% year 3 3% year 3
3% year 4 3% year 4 3% year 4
2% year 5 2% year 5 2% year 5
1% year 6 1% year 6 1% year 6
</TABLE>
<TABLE>
<CAPTION>
CLASS C SHARES EQUITY FUNDS FIXED INCOME FUNDS MONEY MARKET FUNDS
-------------- ------------ ------------------ ------------------
DEALER CONTINGENT DEALER CONTINGENT DEALER CONTINGENT
CONCES- DEFERRED CONCES- DEFERRED CONCES- DEFERRED
SION(3) TRAIL SALES CHARGE SION(3) TRAIL SALES CHARGE SION(3) TRAIL SALES CHARGE
------- ----- ------------ ------- ----- ------------ ------- ----- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00% 1.00%
begins in for year 1 begins in for year 1 begins in for year 1
month 13 month 13 month 13
</TABLE>
---------------------
(1.) ING Funds impose a contingent deferred sales charge in connection with
certain purchases of Class A shares of $1,000,000 or more. In addition, for
purchases of Class A shares of $1,000,000 or more subject to a contingent
deferred sales charge, the Distributor will pay Dealers a concession out of its
own assets at the following rates: 1.00% of the amount invested for sales of
$1,000,000 to $2,499,999; 0.50% of the amount invested for sales of $2,500,000
to $4,999,999; and 0.25% of the amount invested for sales of $5,000,000 and
over. The Distributor will also pay out of its own assets a commission of 1.00%
of the amount invested for purchases of Class A shares of less than $1,000,000
by qualified employer retirement plans with 50 or more participants.
(2.) The percentage amount indicated reflects in aggregate, any 12b-1,
shareholder servicing and account servicing fees.
ING Funds also offers Class I shares, but only to retirement plans affiliated
with ING Group. Shares are sold without an initial sales charge and are not
subject to any Rule 12-b fee, shareholder services fees or account servicing
fee.
ING Funds also offer Class X shares to qualified investors (including, but not
limited to, IRAs, Roth IRAs, Education IRAs, SEP IRAs, Simple IRAs and 403(b)(7)
plans). Investors purchasing Class X shares will receive bonus shares having a
value equal to 2% of the amount invested. Bonus shares are paid for by the
Fund's Distributor. Shares purchased by the reinvestment of dividends or capital
gains distributions are not eligible for bonus shares.
(3.) Commissions are payable only on the sale of shares subject to a contingent
deferred sales charge.
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