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ING EQUITY TRUST, ING FUNDS TRUST, ING GLOBAL ADVANTAGE AND
PREMIUM OPPORTUNITY FUND, ING GLOBAL EQUITY DIVIDEND AND
PREMIUM OPPORTUNITY FUND, ING INVESTMENT FUNDS, INC.,
ING INVESTORS TRUST, ING MAYFLOWER TRUST, ING MUTUAL FUNDS,
ING PARTNERS, INC., ING PRIME RATE TRUST, ING RISK MANAGED NATURAL
RESOURCES FUND, ING SENIOR INCOME FUND, ING VARIABLE INSURANCE
TRUST, ING VARIABLE PRODUCTS TRUST, AND ING VP NATURAL RESOURCES TRUST
DEFERRED COMPENSATION PLAN FOR INDEPENDENT DIRECTORS
EFFECTIVE SEPTEMBER 15, 2005
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ARTICLE I
ESTABLISHMENT AND PURPOSE
1.1 This Deferred Compensation Plan (the "Plan") has been established by
resolution of the Boards of Directors/Trustees (the "Board") of the
ING Equity Trust, ING Funds Trust, ING Global Advantage and Premium
Opportunity Fund, ING Global Equity Dividend and Premium Opportunity
Fund, ING Investment Funds, Inc., ING Investors Trust, ING Mayflower
Trust, ING Mutual Funds, ING Partners, Inc., ING Prime Rate Trust, ING
Senior Income Fund, ING Variable Insurance Trust, ING Variable
Products Trust, ING VP Emerging Markets Fund, Inc., ING VP Natural
Resources Trust and USLICO Series Fund (collectively referred to as
the "Funds"). The purpose of the Plan is to provide retirement
benefits for those directors or trustees, as the case may be, of the
Funds who are not employees of the Funds, ING Funds Services, LLC, ING
Funds Distributor, Inc., or ING Investments, LLC (the "Investment
Manager"), or any affiliate of the Investment Manager ("Independent
Directors"). The Plan shall be maintained as an unfunded plan of
deferred compensation that is intended to comply with the provisions
of Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code") and the guidance promulgated there under. The Plan is intended
to be a "top hat plan" exempt from the participation, vesting,
funding, and fiduciary requirements of Title I of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA").
1.2 The provisions of the Plan, as set forth herein or as subsequently
amended, are applicable only for Independent Directors who are such on
or after September 15, 2005 (the "Effective Date"). Any director who
is not an active Independent Director on or after the Effective Date
is not eligible to participate in the Plan.
1.3 The Plan shall be administered by the Board or by such person or
persons as the Board may designate to carry out administrative
functions hereunder (the "Plan Administrator"). The Plan Administrator
shall have complete discretion to interpret and administer the Plan in
accordance with its terms, and its determinations shall be final and
binding on all
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persons except for the provisions of ARTICLE VIII, where under action
by the full Board shall be required.
ARTICLE II
DEFINITIONS
2.1 Whenever used in this Plan, the following terms shall have the
meanings set forth below unless otherwise expressly provided. When the
defined term is intended, the term is capitalized. The definition of
any term in the singular shall also include the plural, and vice
versa, whichever is appropriate in the context.
2.1.1 ACCOUNT: Account means the bookkeeping account maintained
for each Participant that represents the Participant's total
interest under the Plan as of any Valuation Date. An Account
shall consist of the sum of deferrals of Compensation
credited to such Account pursuant to Section 4.1 and any
investment earnings including from reinvestment of dividends
or losses on these amounts. A Participant shall have a fully
vested, non-forfeitable interest at all times in his
Account.
2.1.2 BENEFICIARY OR BENEFICIARIES: The person, persons, or legal
entities designated by the Participant in the Participant's
Deferral Agreement who are entitled to receive payments
under this Plan that become payable to such person, persons,
or legal entities in the event of the Participant's death.
If more than one designated beneficiary survives the
Participant, payments shall be made equally, unless
otherwise provided in the beneficiary designation. Nothing
herein shall prevent the Participant from designating
primary and secondary beneficiaries. Secondary beneficiaries
are considered designated beneficiaries and are entitled to
payments under the Plan only in the event that there are no
primary beneficiaries surviving the Participant. The
Participant may change his beneficiary designation at any
time by filing a properly completed form with the Plan
Administrator. To be effective, a properly completed
beneficiary designation form must be on file with the Plan
Administrator at the time of the Participant's death.
2.1.3 COMPENSATION. The annual retainer fees earned by a
Participant for service as a director of the Funds; the
annual retainer fee earned by a Participant for membership
to a Committee of the Board; and any fees earned by a
Participant for attendance at meetings of the Board and any
of its Committees, all or a portion of which may be
deferred.
2.1.4 DEFERRAL AGREEMENT: The written agreement between the Funds
and the Participant to defer Compensation under the Plan.
2.1.5 DEFERRED COMPENSATION: The amount, as mutually agreed to by
the Participant and the Funds, by which any Compensation not
yet earned shall be reduced in return for the benefits
provided under the Plan.
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2.1.6 LUMP SUM: A single payment of the entire balance credited to
the Participant's bookkeeping account under ARTICLE IV at
the time payment is required to be made hereunder.
2.1.7 NATIONAL FUND: Any open-end management investment company
registered under the Investment Company Act of 1940 with
respect to which the Investment Manager serves as investment
adviser, shares of which are sold to the public, and which
the Plan Administrator designates as a Notional Fund under
the Plan.
2.1.8 PARTICIPANT: Any Independent Director of the Funds who
fulfills the eligibility and enrollment requirements of
ARTICLE III.
2.1.9 RETIREMENT OR RETIRES: The time at which the Participant
ceases to serve as an Independent Director of the Funds in
conformity with the Retirement Policy of the Board in effect
at the time of such cessation of service.
2.1.10 TERMINATION OF SERVICES: The time at which the Participant
ceases to serve as an Independent Director of the Funds for
any reason other than Retirement or death.
2.1.11 UNFORESEEABLE EMERGENCY: A severe financial hardship to the
Participant resulting from an illness or accident of the
Participant, the Participant's spouse or a dependent (as
defined in Section 152(a) of the Code) of the Participant,
loss of the Participant's property due to casualty, or other
similar extraordinary and unforeseeable circumstances
arising as a result of events beyond the control of the
Participant. For purposes of the Plan, a determination of an
Unforeseeable Emergency by the Plan Administrator shall
comply with the provisions of Section 409A of the Code and
the guidance promulgated there under.
2.1.12 VALUATION DATE: Valuation Date means each day on which the
Plan Administrator determines the value of Participant
Accounts.
ARTICLE III
PARTICIPATION IN THE PLAN
3.1 ELIGIBILITY: Any Independent Director of the Funds on or after the
Effective Date.
3.2 ENROLLMENT IN THE PLAN:
(a) An Independent Director may become a Participant by
executing a Deferral Agreement where under that Independent
Director agrees to defer all or a portion of Compensation
not yet earned and agrees to the provisions of the Plan. An
Independent Director who does not elect to participate by
completing and filing with the Plan Administrator a Deferral
Election shall not be a Plan Participant.
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(b) An election by the Independent Director to defer
Compensation under the Plan for any calendar year shall not
be effective unless such election is made on or before
December 31 of the preceding year, except that
(1) in the year in which the Plan is first implemented, the
Independent Director may elect to participate in the
Plan within thirty (30) days of the date on which the
Plan is implemented, with deferral of Compensation to
begin on the first day of the month subsequent to the
month in which the election is made, or
(2) an Independent Director may elect to participate in the
Plan within thirty (30) days of the date upon which
such Independent Director first meets the eligibility
requirements of Section 3.1, with deferral of
Compensation to begin on the first day of the month
subsequent to the month in which the election is made.
(c) An Independent Director who defers Compensation may not
modify the Independent Director's Deferral Agreement to
change the amount deferred during the calendar year;
PROVIDED, HOWEVER, that a Participant may make a new
election no later than December 31 for Compensation to be
earned in the immediately following and subsequent calendar
years, with such new election being effective for the
deferral of Compensation to begin on the first day of
January and then with respect only to Compensation earned on
or after that date.
(d) In the Deferral Agreement, the Participant shall elect the
time at which his Account will be distributed. A Participant
may change his distribution election with respect to his
Account, by notifying the Plan Administrator in writing of
the Participant's new distribution election; PROVIDED,
HOWEVER, that such election shall not take effect until at
least 12 months after the date on which the election is
made, the payment date defers payment for a period of no
less than five (5) years from the date such payment would
otherwise have been made, and the election is made no later
than 12 months prior to the Participant's Retirement or
Termination of Services. Notwithstanding the foregoing, no
change to a Deferral Agreement under this Section 4.02(d)
shall be effective if such change does not comply with the
applicable provisions of the Code, including but not limited
to, Section 409A.
ARTICLE IV
ACCUMULATION OF DEFERRED COMPENSATION
4.1 The Plan Administrator shall establish an Account on behalf of each
Participant, the value of which at any given time shall determine the
benefits payable to the Participant under ARTICLES V and VI and the
Withdrawal values under ARTICLE VII. Beginning on the date the
Participant first enrolls in the Plan, the Account shall be credited
with an amount equal to the Participant's Deferred Compensation at
such times as the Compensation subject to deferral would otherwise
have been paid. Until the Account is removed from the books of the
Funds, the Account shall be further adjusted each Valuation Date for
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notional investment experience as described in Section 4.2 and reduced
by any fees or expenses charged against the Account.
4.2 Amounts credited to the Participant's Account shall be periodically
adjusted for notional investment experience. In each case such
notional investment experience shall be determined by treating such
Account as though an equivalent dollar amount had been invested and
reinvested in one or more of the Notional Funds. The Plan
Administrator shall designate the Notional Funds that are available
for notional investing under the Plan. The Plan Administrator shall
have the right to add or eliminate Notional Funds at any time and for
any or no reason. The Notional Funds used as a basis for determining
notional investment experience with respect to the Participant's
Account shall be designated by the Participant pursuant to the
administrative practices established by the Plan Administrator for
this purpose and may be changed by the Participant once per calendar
month (or such other frequency as established by the Plan
Administrator) on a prospective basis by the Participant making a
change to his investment elections no later than five (5) business
days before the end of a calendar month. Any such change shall be
effective as of the first day of the subsequent calendar month. If at
any time any Notional Fund that has previously been designated by the
Plan Administrator as a notional investment shall cease to exist or
shall be unavailable for any reason, or if the Participant fails to
designate one or more Notional Funds pursuant to this Section 4.2, the
Plan Administrator may, at its discretion and upon notice to the
Participant, treat any amounts previously notionally invested or to be
notionally invested in such Notional Fund as being invested in the ING
Money Market Fund or if the ING Money Market Fund ceases to exist or
is unavailable for any reason, such other short-term high-quality
fixed-income Notional Fund as the Plan Administrator may from time to
time designate, in all cases only until such time as the Participant
shall have made another investment election in accordance with the
foregoing procedures. The Participant's Account shall continue to be
adjusted for notional investment experience until such time as the
Participant's Account has been distributed in full.
4.3 It is specifically provided that neither the Plan Administrator nor
the Funds shall be obligated to make actual cash deposits to a
Participant's Account, but only to make bookkeeping entries as if
deposits had been made. If for its own convenience the Funds should
make deposits, it is further provided that any sums thus deposited
shall remain a general unrestricted asset of the Funds and shall not
be deemed as being held in trust, escrow, or in any other fiduciary
manner for the benefit of the Participant. The value of a
Participant's Account will fluctuate due to the investment experience
of the Notional Funds which such Participant has chosen from time to
time and at the time at which benefits become payable under the Plan,
the value of the Participant's Account may be less than the total
amount of Compensation deferred under the Plan. The Funds are not
responsible or liable for any amount by which the total amount of
Compensation deferred exceeds the value of the Account and the Funds
shall have no obligation to restore any such difference.
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ARTICLE V
BENEFITS ON RETIREMENT
5.1 If the Participant continues in the service of the Funds until
Retirement, the Funds shall pay to such Participant the amount then
and thereafter standing credited to his Account described in ARTICLE
IV at the time and in the form elected by the Participant in the
Participant's Deferral Agreement. The form of payment available for
election by the Participant is either a Lump Sum or three (3)
substantially equal annual installments. Such payment shall be made as
soon as administratively practicable after the date elected by the
Participant. No interest or earnings shall be credited for the period
during which the payment is processed. Notwithstanding the foregoing,
if required by Section 409A of the Code, distribution shall not be
made until the expiration of six (6) calendar months from the date the
payment was otherwise required to be made and the value of such
Participant's Account shall reflect notional earnings for this
six-month period.
5.2 Should the Participant die at any time after Retirement, and prior to
the date the Participant has received the entire value of his Account,
the Participant's designated Beneficiary or Beneficiaries shall be
entitled to receive the amount of his Account, in a Lump Sum equal to
the then current value of the deceased Participant's Account. If no
Beneficiary or Beneficiaries are designated at the time the
Participant dies, then the Participant's surviving spouse, or if no
surviving spouse, his estate shall be paid by the Plan as promptly as
possible after due proof of death a Lump Sum amount equal to the value
of the Participant's Account on the date as of which such payment is
processed, with no interest or earnings being credited for the period
during which the payment is processed. Notwithstanding the foregoing,
if required by Section 409A of the Code, distribution shall not be
made until the expiration of six (6) calendar months from the date the
payment was otherwise required to be made and the value of such
Participant's Account shall reflect notional earnings for this
six-month period.
ARTICLE VI
BENEFITS ON TERMINATION OF SERVICES OR
DEATH PRIOR TO RETIREMENT
6.1 In the event there is a Termination of Services, the Funds shall pay
to the Participant the amount then and thereafter standing credited to
his Account described in ARTICLE IV at the time and in the form
elected by the Participant in the Participant's Deferral Agreement.
The form of payment available for election by the Participant is
either a Lump Sum or three (3) substantially equal annual
installments. Such payment shall be made as soon as administratively
practicable after the date elected by the Participant. No interest or
earnings shall be credited for the period during which the payment is
processed. Notwithstanding the foregoing, if required by Section 409A
of the Code, distribution shall not be made until the expiration of
six (6) calendar months from the date the payment was otherwise
required to be made and the value of such Participant's Account shall
reflect notional earnings for this six-month period.
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6.2 In the event the Participant dies before the Participant's Retirement
or Termination of Services, or prior to the date the Participant has
received the entire value of his Account, the Participant's designated
Beneficiary or Beneficiaries shall be entitled to receive the amount
of his Account, in a Lump Sum equal to the then current value of the
deceased Participant's Account. If no Beneficiary or Beneficiaries are
designated at the time the Participant dies, then the Participant's
surviving spouse, or if no surviving spouse, his estate shall be paid
by the Plan as promptly as possible after due proof of death a Lump
Sum amount equal to the value of the Participant's Account on the date
as of which such payment is due to be made, with no interest or
earnings being credited for the period during which the payment is
processed. Notwithstanding the foregoing, if required by Section 409A
of the Code, distribution shall not be made until the expiration of
six (6) calendar months from the date the payment was otherwise
required to be made and the value of such Participant's Account shall
reflect notional earnings for this six-month period.
ARTICLE VII
WITHDRAWALS
7.1 In the event of an Unforeseeable Emergency, the Participant may apply
to the Plan Administrator for early withdrawal from the Plan of an
amount limited to that which is necessary to meet the emergency. If
such application for withdrawal is approved by the Plan Administrator,
the withdrawal will be effective at the later of the date specified in
the Participant's application or the date of approval by the Plan
Administrator. Whenever an application for withdrawal is honored, the
Plan Administrator shall pay the Participant from his Account
described in ARTICLE IV only those amounts necessary to meet the
emergency. The Participant's Account shall be appropriately adjusted
to reflect the amounts withdrawn. The Plan Administrator shall make
the required findings and such findings shall be conclusive and
binding upon all interested persons.
ARTICLE VIII
AMENDMENT OR TERMINATION OF PLAN
8.1 The Board may at any time terminate this Plan. Upon such termination,
the Participant will be deemed to have revoked the election to defer
Compensation as of the date of such termination and on and after that
date, all Compensation deferrals shall cease. Distributions of
Participant Accounts shall be made in accordance with the Deferral
Elections on file at the time of Plan termination and no distribution
may be accelerated as a result of the termination of the Plan.
8.2 The Board may amend the provisions of this Plan at any time; PROVIDED,
HOWEVER, that no amendment shall adversely affect the rights of the
Participant or the designated Beneficiary or Beneficiaries, if any, as
to the receipt of payments under the Plan to the extent of any
Compensation deferred before the time of the amendment unless the
Participant agrees to such amendment. No Participant consent shall be
required for prospective amendments or retroactive amendments that do
not adversely affect Plan Participants. Notwithstanding anything
herein to the contrary, the Board may amend the
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provisions of this Plan to comply with the requirements of applicable
law, including but not limited to, Section 409A of the Code, without
Participant consent irrespective of the impact any such amendment may
have on Plan Participants.
ARTICLE IX
PARTICIPANT STATUS
9.1 The Participant in the Plan shall have only the status of general
unsecured creditor of the Funds. The Plan constitutes a mere promise
by the Funds to make payments in the future. Nothing is the Plan shall
be deemed to constitute an employment agreement.
ARTICLE X
NON-ASSIGNABILITY CLAUSE
10.1 It is expressly provided that neither the Participant nor the
Participant's Beneficiary or Beneficiaries, nor any other designee,
shall have any right to commute, sell, assign, transfer or otherwise
convey the right to receive any payments hereunder, which payments and
rights thereto are expressly declared to be non-assignable and
non-transferable and, in the event of any attempted assignment or
transfer, the Funds shall have no further liability hereunder.
Moreover, no unpaid benefits shall be subject to attachment,
garnishment or execution, or be transferable by operation of law in
the event of bankruptcy or insolvency, or pursuant to a separation or
divorce. The right of the Participant or the Participant's Beneficiary
or Beneficiaries to payments under the Plan are not subject in any
manner to anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment, or garnishment by creditors of the
Participant or the Participant's Beneficiary or Beneficiaries.
Notwithstanding the foregoing, a Participant's Account may be used to
pay any amounts the Participant owes to the Funds or an affiliate of
the Funds on the date payment is required to be made by the Plan.
ARTICLE XI
APPLICABLE LAW
11.1 This Plan shall be construed under the law of the State of Arizona.
ARTICLE XII
EFFECTIVE DATE
12.1 This Plan shall be effective on the date of its adoption by the Funds'
Boards of Directors or on such later date as may be provided in the
vote, resolution or consent in which such adoption takes place.
Adopted by resolution of the Board on September 15, 2005.