EXHIBIT (E)(3)
DISTRIBUTION AGREEMENT
This Agreement made this ___ day of ______________________, 2003, by
and between ING Variable Insurance Trust (the "Trust") and ING Funds
Distributor, LLC ("Distributor"), a Delaware limited liability corporation.
WHEREAS, the Trust is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as a diversified open-end investment company
and offers its shares continuously to separate accounts of insurance companies
("Separate Accounts") to serve as an investment option under variable annuity
contracts or variable life insurance policies issued by the insurance companies;
and its shares may be sold in the future to separate accounts of other
affiliated or unaffiliated insurance companies; and
WHEREAS, the Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934 and is a member of the National Association of
Securities Dealers, Inc. ("NASD"); and
WHEREAS, the Trust and the Distributor wish to enter into this
Agreement whereby the Distributor will act as the Trust's principal underwriter
for the sale of shares of the Funds listed on the attached Schedule A comprising
the Trust to the Separate Accounts;
NOW, THEREFORE, the parties hereto agree as follows:
1. APPOINTMENT OF THE DISTRIBUTOR
The Trust hereby appoints the Distributor as the principal
underwriter and distributor of the Trust to sell shares of the Trust's Funds to
the Separate Accounts and any other persons, and the Distributor hereby accepts
such appointment.
2. PURCHASE OF SHARES FROM THE TRUST
A. The Trust herewith engages the Distributor to act as
exclusive distributor of the shares of its separate series, and any other series
which may be designated from time to time hereafter ("Funds"), named and
described on Schedule A attached hereto and incorporated by reference. Said
sales shall be made only to investors eligible to invest in a registered
investment company consistent with such company's serving as an investment
vehicle for variable annuities and variable life insurance company contracts.
Distributor need not hold itself available to receive by mail, telex and/or
telephone, orders for the purchase of shares.
B. All shares sold by the Distributor under this
Agreement shall be sold at the net asset value per share ("Offering Price")
determined in the manner described in the Trust's prospectus, as it may be
amended from time to time.
3. REDEMPTION OF SHARES BY THE TRUST
A. Any of the outstanding shares of each Fund may be
tendered for redemption at any time, and the Trust agrees to redeem any such
shares so tendered in accordance with the applicable provisions of the
prospectus and the Trust's Trust Instrument and By-Laws. The redemption price is
the net asset value per share next determined after the initial receipt of
proper request for redemption.
B. The right to redeem shares or to receive payment with
respect to any redemption may be suspended only in accordance with applicable
law.
4. DUTIES OF THE TRUST
A. The Trust shall furnish to the Distributor copies of
all information, financial statements and other papers which the Distributor may
reasonably request for use in connection with the distribution of the shares of
the Trust.
B. The Trust shall take, from time to time, subject to
the necessary approval of its shareholders, all necessary action to fix the
number of its authorized shares and to register shares under the Securities Act
of 1933, as amended (the "1933 Act"), in order that there will be available for
sale at least the number of shares as investors may reasonably be expected to
purchase.
5. DUTIES OF THE DISTRIBUTOR
In selling the shares of the Trust, the Distributor shall use
its best efforts to conform with the requirements of all applicable federal and
state laws and regulations, and the regulations of the NASD, relating to the
sale of such securities. Except as provided below, the Distributor is not
authorized by the Trust to give any information or make any representations,
other than those contained in the registration statement for the Trust and its
shares, the prospectus, and any sales literature specifically approved by a
principal of the Distributor. The Distributor shall furnish applicable federal
and state regulatory authorities with any information or reports in connection
with its services under this Agreement, which such authorities may request in
order to ascertain whether the Trust's operations are being conducted in a
manner consistent with any applicable law or regulations. Nothing contained in
this Agreement shall prevent the Distributor from entering into distribution
agreements with other investment companies.
6. ALLOCATION OF EXPENSES
A. The Trust will pay the following expenses in
connection with the sales and distribution of shares of the Funds.
1. expenses pertaining to the preparation of
its audited and certified financial statements to be included in any
amendments ("Amendments") to the Trust's registration statement under
the 1933 Act, including the prospectus and Statement of Additional
Information ("SAI") included therein;
2. expenses pertaining to the preparation,
printing, and distribution of any reports or communications, including
the prospectus and SAI, which are sent to existing shareholders of the
Trust;
3. filing and other fees to federal and state
securities regulatory authorities necessary to register and maintain
registration of the shares; and
4. expenses of the Trust's administration,
including all costs and expenses in connection with the issuance,
transfer and registration of the shares, including, but not limited to,
any taxes and other governmental charges in connection therewith.
B. The Distributor will pay the following expenses:
1. expenses of printing additional copies of
the prospectus and SAI and any Amendments or supplements thereto which
are necessary to continue to offer shares of the Trust's Funds to the
public; and
2. expenses pertaining to the printing of
additional copies, for use by the Distributor as sales literature, of
reports or other communications which have been prepared for
distribution to existing shareholders of the Trust or incurred by the
Distributor in advertising, promoting and selling shares of the Trust's
Funds.
7. COMPENSATION
The Trust shall not pay any compensation to the Distributor
for its services as a distributor hereunder, nor shall the Trust reimburse the
Distributor for any expenses related to such services except to the extent
permitted under a distribution plan adopted by the Trust pursuant to Rule 12b-1
under the Investment Company Act of 1940 ("1940 Act"). Distributor may receive a
fee described in any distribution plan adopted by the Trust pursuant to Rule
12b-1 under the 1940 Act.
8. RECORDS
All records maintained by the Distributor in connection with
this Agreement shall be the property of the Trust and shall be returned to the
Trust upon termination of this Agreement, free from any claims or retention of
rights by the Distributor. The Distributor shall keep confidential any
information obtained pursuant to this Agreement and shall disclose such
information, only if the Trust has authorized such disclosure, or if such
disclosure is expressly required by applicable federal or state regulatory
authorities.
9. DURATION AND TERMINATION OF THIS AGREEMENT
This Agreement shall become effective on the date first
written above or on such later date approved by the Trust's Board of Trustees
("Board"), including a majority of those Trustees who are not parties to this
Agreement or interested persons (as such term is defined in the 1940 Act)
thereof. Unless terminated as provided herein, the Agreement shall continue in
full force and effect through September 1, 2004, and shall continue in effect
from year to year
thereafter for successive one (1) year periods if approved at least annually (i)
by a vote of a majority of the outstanding voting securities of the Funds or by
a vote of the Trustees of the Trust, and (ii) by a vote of a majority of the
Trustees of the Trust who are not interested persons or parties to this
Agreement (other than as Trustees of the Trust), cast in person at a meeting
called for the purpose of voting on this Agreement.
This Agreement may be terminated at any time without penalty
on at least sixty (60) days' notice by the Trust's Board or by a majority vote
of its shareholders, with respect to any Fund by a majority vote of the
shareholders of the capital stock of such Fund, or by the Distributor on sixty
(60) days' notice.
This Agreement shall terminate automatically in the event of
its assignment.
10. AMENDMENT
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only in writing signed by the party against
which enforcement of the change, waiver, discharge or termination is sought. If
shareholder approval of an amendment is required under the 1940 Act, no such
amendment shall become effective until approved by the requisite number of
outstanding shares of the Trust. Otherwise, a written amendment of this
Agreement is effective upon the approval of the Board and the Manager.
11. 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 Trust as an open-end investment company. As used herein, the
terms "Net Asset Value," "Investment Company," "Open-End Investment Company,"
"Assignment," "Principal Underwriter," "Interested Person," and "Majority of the
Outstanding Voting Securities," shall have the meanings set forth in the 1933
Act and the 1940 Act, as applicable, and the rules and regulations promulgated
thereunder.
12. LIABILITY
Nothing contained herein shall be deemed to protect the
Distributor against any liability to the Trust or its shareholders to which the
Distributor would otherwise be subject by reason of willful misfeasance, bad
faith or negligence in the performance of the Distributor's
duties hereunder, or by reason of the Distributor's reckless disregard of its
obligations and duties hereunder.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers below as of the day and year first
above written.
ING VARIABLE INSURANCE TRUST
By: ______________________________
▇▇▇▇▇▇ ▇. Naka
Senior Vice President
ING FUNDS DISTRIBUTOR, LLC
By: _______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
SCHEDULE A
WITH RESPECT TO THE
DISTRIBUTION AGREEMENT
BETWEEN
ING VARIABLE INSURANCE TRUST
AND
ING FUNDS DISTRIBUTOR, LLC
LAST CONTINUED/
---------------
FUND* APPROVED BY BOARD REAPPROVAL DATE
----- ----------------- ---------------
ING GET U.S. Core Portfolio - February 25, 2003 September 1, 2004
Series 1
ING GET U.S. Core Portfolio - February 25, 2003 September 1, 2004
Series 2
ING GET U.S. Opportunity February 25, 2003 September 1, 2004
Portfolio - Series 1
ING GET U.S. Opportunity February 25, 2003 September 1, 2004
Portfolio - Series 2
*This Schedule A to the Distribution Agreement will be effective with respect to
the Funds upon the effective date of the initial Registration Statement with
respect to each Fund.
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