EX-99.E1II 7 p70486bexv99we1ii.txt EXHIBIT (E)(1)(II) [ING FUNDS LOGO] EXHIBIT (e)(1)(ii) July 29, 2005 Michael J. Roland Executive Vice President ING Funds Distributor, LLC 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258 Dear Mr. Roland: Pursuant to the Underwriting Agreement dated September 23, 2002, as amended, between ING Funds Trust and ING Funds Distributor, LLC (the "Agreement") we hereby notify you of our intention to retain you as Underwriter to render underwriting 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 is attached hereto. AMENDED SCHEDULE A has also been updated by the removal of ING High Yield Opportunity Fund, ING Lexington Money Market Trust and ING Money Market Fund as these funds merged into other funds. Please signify your acceptance to act as Underwriter under the Agreement with respect to the aforementioned Fund. Very sincerely, /s/ Robert S. Naka ------------------ Robert S. Naka Senior Vice President ING Funds Trust ACCEPTED AND AGREED TO: ING Funds Distributor, LLC By: /s/ Michael J. Roland --------------------- Michael J. Roland Executive Vice President 7337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Funds Trust Scottsdale, AZ 85258-2034 Fax: 480-477-2700 www.ingfunds.com SCHEDULE A WITH RESPECT TO THE UNDERWRITING AGREEMENT BETWEEN ING FUNDS TRUST AND ING FUNDS DISTRIBUTOR, LLC NAME OF FUND ING Classic Money Market Fund ING GNMA Income Fund ING High Yield Bond Fund ING Institutional Prime Money Market Fund ING Intermediate Bond Fund ING National Tax-Exempt Bond Fund