1
EXHIBIT 99.M
FORM OF
ING VARIABLE INSURANCE TRUST
DISTRIBUTION PLAN AND AGREEMENT
This Plan and Agreement (the "Plan") constitutes the distribution Plan
for the Shares of the portfolio series (each a "Fund" and collectively the
"Funds") of ING Variable Insurance Trust, a Delaware business trust (the
"Trust"), adopted pursuant to the provisions of Rule 12b-1 under the Investment
Company Act of 1940 (the "Act") and the related agreement between the Trust and
ING Funds Distributor, Inc. (the "Distributor"). During the effective term of
this Plan, the Fund may incur expenses primarily intended to result in the sale
of its shares upon the terms and conditions hereinafter set forth:
SECTION 1. The Fund shall pay to the Distributor a monthly fee at the
annual rate of 0.25% of the average net asset value of the Shares of the Fund,
as determined at the close of each business day during the month (the "Monthly
Limitation"), to compensate the Distributor for services provided and expenses
incurred by it in connection with the offering of the Fund's Shares, which may
include, without limitation, (i) the payment by the Distributor to investment
dealers of commissions on the sale of Shares as set forth in the then current
Prospectus or Statement of Additional Information of the Fund; (ii) paying
compensation to and expenses of personnel of the Distributor who support
distribution of Shares; (iii) paying of or reimbursing the Distributor for
interest and other borrowing costs on its unreimbursed Carry Forward Expenses
(as hereinafter defined) at the rate paid by the Distributor or, if such amounts
are financed by the Distributor by its own resources or by an affiliate, at the
rate of 1% per annum above the prime rate (which shall mean the most
preferential interest rate on corporate loans at large U.S. money center
commercial banks) then being reported in the Eastern edition of the Wall Street
Journal (or if such prime rate is no longer so reported, such other rate as may
be designated from time to time by the Distributor with the approval of the
Qualified Trustees, as defined below); and (iv) other direct distribution costs
of the type approved by the Board of Trustees, including without limitation the
costs of sales literature, advertising and prospectuses, (other than those
furnished to current shareholders) and state "blue sky" registration expenses.
Such fees shall be payable for each month within 15 days after the close of such
month. The Distributor's cost of providing the above mentioned services are
hereinafter collectively referred to as "Distribution Costs". Carry Forward
Expenses are Distribution Costs that are not paid in the fiscal month in which
they arise because they exceed the Monthly Limitation. A majority of the
Qualified Trustees, may, from time to time, reduce the amount of such payments,
or may suspend the operation of the Plan for such period or periods of time as
they may determine.
SECTION 2. This Plan shall not take effect until: (a) it has been
approved by a vote of a majority of the outstanding Shares of the Fund; (b) it
has been approved, together with any related agreements, by votes of the
majority (or whatever greater percentage may, from time to time, be required by
Section 12(b) of the Act or the rules and regulations thereunder) of both (i)
the Trustees of the Trust, and (ii) the Qualified Trustees of the Trust, cast in
person at a meeting called for the purpose of voting on this
2
Plan or such agreement; and (c) the Fund has received the proceeds of the
initial public offering of its Shares.
SECTION 3. This Plan shall continue in effect for a period of more than
one year after it takes effect only so long as such continuance is specifically
approved at least annually in the manner provided for approval of this Plan in
Section 2(b).
SECTION 4. The Distributor shall provide to the Trustees of the Trust,
and the Trustees shall review, at least quarterly, a written report of the
amounts so expended and the purposes for which such expenditures were made.
SECTION 5. This Plan may be terminated at any time by vote of a
majority of the Qualified Trustees or by vote of the majority of the outstanding
Shares of the Fund. In the event of such termination, the Board and its
Qualified Trustees shall determine whether the Distributor is entitled to
payment from the Fund of all Carry Forward Expenses and related costs properly
incurred in respect of Shares sold prior to the effective date of such
termination, and whether the Fund shall continue to make payment to the
Distributor in the amount the Distributor is entitled to retain under Section 1
hereof, until such time as the Distributor has been reimbursed for all such
amounts by the Fund and by retaining CDSC payments.
SECTION 6. All agreements with any person relating to implementation of
this Plan shall be in writing, and any agreement related to this Plan shall
provide: (a) that such agreement may be terminated at any time, without payment
of any penalty, by vote of a majority of the Qualified Trustees or by vote of a
majority of the outstanding Shares of the Fund, on not more than 60 days'
written notice to any other party to the agreement; and (b) that such agreement
shall terminate automatically in the event of its assignment.
SECTION 7. This Plan may not be amended to increase materially the
amount of distribution expenses permitted pursuant to Section 1 hereof without
the approval of a majority of the outstanding Shares of the Fund and all
material amendments to this Plan shall be approved in the manner provided for
approval of this Plan in Section 2(b).
SECTION 8. As used in this Plan, (a) the term "Qualified Trustees"
shall mean those Trustees of the Trust who are not interested persons of the
Trust, and have no direct or indirect financial interest in the operation of
this Plan or any agreements related to it, and (b) the term "majority of the
outstanding Shares of the Fund" means the affirmative vote, at a duly called and
held meeting of shareholders of the Fund, (i) of the holders of 67% or more of
the Shares of the Fund present (in person or by proxy) and entitled to vote at
such meeting, if the holders of more than 50% of the outstanding Shares of the
Fund entitled to vote at such meeting are present in person or by proxy, or (ii)
of the holders of more than 50% of he outstanding shares of the Class of shares
of the Fund entitled to vote at such meeting, whichever is less, and (c) the
terms "assignment" and "interested person" shall have the respective meanings
specified in the Act and the rules and regulations thereunder, subject to such
exemptions as may be granted by the Securities and Exchange Commission.
3
SECTION 9. So long as the Plan is in effect, the selection and
nomination of the Trust's Qualified Trustees shall be committed to the
discretion of such Qualified Trustees. This Plan and the terms and provisions
thereof are hereby accepted and agreed to by the Trust, on behalf of the Funds,
and the Distributor as evidenced by their execution hereof.
Executed as of ________, 2000
ING VARIABLE INSURANCE TRUST ING FUNDS DISTRIBUTOR, INC.
By: _______________________ By: _________________________