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Exhibit (r)
ING FUNDS TRUST
Rule 18f-3 Plan
Rule 18f-3
Pursuant to Rule 18f-3 ("Rule 18f-3") of the Investment Company Act of 1940, as
amended (the "Act"), ING Funds Trust (the "Trust"), a registered open-end
investment company whose shares are registered on Form N-1A, consisting of the
ING Money Market Fund, ING U.S. Treasury Money Market Fund, ING Intermediate
Bond Fund, ING High Yield Bond Fund, ING International Bond Fund, ING Mortgage
Income 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
Balanced Fund, ING Global Brand Names Fund, ING International Equity Fund, ING
Emerging Markets Equity Fund, ING European Equity Fund, ING Tax Efficient Fund,
ING Focus Fund, ING Global Information Technology Fund, ING Global Real Estate
Fund, ING Internet Fund, ING Quality of Life Fund, ING National Municipal Money
Market Fund, ING Tax Efficient Equity Value Fund, ING Global Communications
Fund, ING Internet Fund II and ING Stable Value Fund and any future fund or
series created by the Trust (collectively, the "Funds"), hereby adopts this plan
setting forth the separate arrangements and expense allocations of each class of
shares. Any material amendment to this plan is subject to prior approval of the
Board of Trustees, including a majority of the disinterested Trustees.
Authorized Classes
CLASS A SHARES
Class A shares of all funds except the ING Stable Value Fund, ING Money
Market, ING U.S. Treasury Money Market Fund and ING National Municipal Money
Market Fund are sold subject to an initial sales charge as follows:
<TABLE>
<CAPTION>
AMOUNT OF SALE EQUITY FUNDS FIXED INCOME FUNDS
SALES CHARGE AS SALES CHARGE AS
PERCENTAGE OF THE PERCENTAGE OF THE
OFFERING PRICE OFFERING PRICE
-------------- --------------
<S> <C> <C>
Less than $50,000 ................................. 5.75% 4.75%
$50,000 to $99,999 ................................
4.75% 4.25%
$100,000 to $249,999 ..............................
3.75% 3.50%
$250,000 to $499,999 ..............................
2.75% 2.50%
$500,000 to $999,999...............................
2.00% 2.00%
$1,000,000 or more* ...............................
-0- -0-
</TABLE>
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Class A shares are subject to a distribution fee under the Rule 12b-1 Plan
payable at a maximum annual rate of up to 0.50% of the average daily net assets
of that Class. Class A Shares are also subject to fees of up to 0.25% (subject
to NASD rules) pursuant to a Servicing Organization Agreement. Class A Shares
are also subject to fees of up to 0.25% pursuant to a Fund Services Agreement.
CLASS B SHARES
Class B Shares are not subject to an initial sales charge but all Funds
subject to a contingent deferred sales charge which will be imposed on
redemptions as follows:
5% in year 1
4% in year 2
4% in year 3
3% in year 4
2% in year 5
1% in year 6
0% in year 7
0% in year 8
Class B Shares automatically convert to Class A shares on the first
business day of the month following the eighth anniversary of the issuance of
such Class B shares. Class B shares are also subject to a distribution fee
pursuant to Rule 12b-1 payable at the annual rate of up to 0.75% of the average
daily net assets of the class. Class B Shares are also subject to fees of up to
0.25% (subject to NASD rules) pursuant to a Servicing Organization Agreement.
Class B Shares are also subject to fees of up to 0.25% pursuant to a Fund
Services Agreement.
CLASS C SHARES
Class C Shares are not subject to an initial sales charge but all Funds
are subject to a contingent deferred sales charge which will be imposed on
redemptions. Class C Shares are subject to a lower contingent deferred sales
charge (1.00%) and do not have to be held as long as Class B or X Shares (one
year) to avoid paying a contingent deferred sales charge.
Class C Shares will not automatically convert to Class A shares. Class C
Shares are also subject to a distribution fee pursuant to Rule 12b-1 payable at
the annual rate of up to 0.75% of the average daily net assets of the class.
Class C Shares are also subject to fees of up to 0.25% (subject to NASD rules)
pursuant to a Servicing Organization Agreement. Class C Shares are also subject
to fees of up to 0.25% pursuant to a Fund Services Agreement. The ING Stable
Value Fund does not offer Class C shares.
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CLASS X SHARES
Class X Shares are sold without an initial sales charge. Investors will
receive, as a bonus, additional shares having a value equal to 2.50% of the
amount invested. The Distributor will pay for these Bonus Shares. Class X Shares
are subject to a contingent deferred sales charge which will be imposed on
redemptions as follows:
5% in year 1
4% in year 2
4% in year 3
3% in year 4
2% in year 5
1% in year 6
0% in year 7
0% in year 8
Class X Shares automatically convert to Class A shares on the first
business day of the month following the eighth anniversary of the issuance of
such Class X shares. Class X shares are also subject to a distribution fee
pursuant to Rule 12b-1 payable at the annual rate of up to 0.75% of the average
daily net assets of the class. Class B Shares are also subject to fees of up to
0.25% (subject to NASD rules) pursuant to a Servicing Organization Agreement.
Class X Shares are also subject to fees of up to 0.25% pursuant to a Fund
Services Agreement. Class X Shares are offered to certain Qualified purchasers
(including but not limited to IRAs, Roth IRAs, Education IRAs, SEP IRAs, SIMPLE
IRAs and 403(b)(7) plans). The ING Stable Value Fund, ING National Tax-Exempt
Bond Fund and ING National Municipal Money Market Fund do not offer Class X
shares.
CLASS I SHARES
Class I shares are sold without an initial sales charge and are not subject to a
contingent deferred sales charge. In addition, Class I shares are not subject to
a distribution fee pursuant to Rule 12b-1, are not subject to a shareholder
servicing fee and are not subject to a fund services fee. Class I shares are
offered only to retirement plans affiliated with ING Group. The ING Stable Value
Fund, ING National Tax-Exempt Bond Fund and ING National Municipal Money Market
Fund do not offer Class I shares.
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Class Voting Rights and Obligations and Class Expenses
The Classes of shares issued by any Fund will be identical in all
respects except for Class designation, allocation of certain expenses directly
related to the distribution or service arrangement, or both, for a Class, and
voting rights--each Class votes separately with respect to issues affecting only
that Class. Shares of all Classes will represent interests in the same
investment fund; therefore each Class is subject to the same investment
objectives, policies and limitations.
Each Class of shares shall bear expenses, not including advisory or
custodial fees or other expenses related to the management of the Fund's assets,
that are directly attributable to the kind or degree of services rendered to
that Class ("Class Expenses"). Class Expenses, including the management fee or
the fee of other service providers, may be waived or reimbursed by the Funds'
investment adviser, underwriter or any other provider of services to the Funds
with respect to each Class of a Fund on a Class by Class basis.
Exchanges and Conversion Privileges
Shareholders who have held all or part of their shares in a Fund
for at least seven days may exchange shares of one Fund for shares of any of the
other portfolios of the Trust which are available for sale in their state. A
shareholder who has paid a sales load in connection with the purchase of shares
of any of the Funds will be subject only to that portion of the sales load of
the Fund into which the shareholder is exchanging which exceeds the sales load
originally paid by the shareholder. Class B and X Shares will convert
automatically to Class A shares on the first business day of the month following
the eighth anniversary of the issuance of such Class B or X Shares. Class B or X
Shares will be converted at the net asset value of Class A Shares, without the
imposition of any sales load, fee or charge.
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