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Exhibit 9a
ING FUNDS SERVICES CO. LLC
ACCOUNT SERVICES AGREEMENT
__________, 199_
Ladies and Gentlemen:
We, ING Funds Services Co. LLC, wish to enter into this Account Services
Agreement (the "Agreement") with you, pursuant to which you will provide the
services described herein to accounts holding beneficial interests in the ING
Funds Trust (the "Trust") and each series of the Trust set forth on Schedule 1
hereto, as such Schedule may be revised from time to time (each, a "Fund"). For
purposes of this Agreement, the term "Shares" shall mean the authorized shares
of the relevant Fund. The terms and conditions of this Agreement are as follows:
1. Appointment. You hereby agree to perform certain account services as
hereinafter set forth. Your appointment hereunder is non-exclusive, and you
understand and accept that (a) we are seeking to enter into this Agreement in
counterparts with you and certain other persons, (b) except as we may otherwise
agree with you, we may enter into agreements (which may or may not be the same
as this Agreement) with other persons, and (c) we may, upon notice, cancel or
change the terms of this Agreement.
2. Services to be Performed. Pursuant to this Agreement, you shall be
responsible for performing account services to the extent permissible under
applicable statutes, rules and regulations. Such services may include: (i)
maintaining shareholder accounts which shall include name, address, taxpayer
identification number, and number of shares; (ii) preparation of shareholder
statements; (iii) preparation of confirmations; (iv) preparation of shareholder
lists when reasonably requested by us; (v) mailing shareholder communications,
including, but not limited to, shareholder statements, confirmations,
prospectuses, statements of additional information, annual and semi-annual
reports and proxy statements (collectively, "Shareholder Communications"); (vi)
tabulating proxies; (vii) disbursement of dividends and other distributions;
(viii) withholding taxes on U.S. resident and non-resident accounts where
applicable; (ix) preparation and filing of U.S. Treasury Department Forms 1099
and other appropriate forms required by applicable statutes, rules and
regulations resulting from your role hereunder; and (x) providing such other
similar services directly to accounts as we may reasonably request to the extent
you are permitted to do so under applicable statutes, rules and regulations. You
also will provide such office space and equipment, telephone facilities and
personnel (which may be any part of the space, equipment and facilities
currently used in your business, or any personnel employed by you) as may be
reasonably necessary or beneficial in order to provide the aforementioned
services.
3. Compensation. In consideration of the services and facilities
provided by you
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hereunder, we will pay to you and you will accept as full payment therefor, a
fee under the terms and at the rates as set forth in Schedule 2. This fee is not
intended to be compensation for the sale or distribution of Shares or a
"services fee" within the meaning of the NASD Rules.
4. Representations, Warranties and Undertakings. You represent and
warrant and undertake that:
(a) You have the requisite authority and have taken all necessary
corporate action to enter into this Agreement and to perform the services
contemplated herein.
(b) With respect to your services hereunder, you will comply with all
applicable provisions of the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934, as amended, and the Investment Company Act of 1940, as
amended.
(c) You will assume full responsibility for (i) monitoring shareholder
accounts, which includes verifying new account information and documentation,
(ii) to the extent we have provided sufficient Trust materials to you or your
agent in a timely manner, the timely delivery to shareholders of all Shareholder
Communications, and (iii) all other services described in this Agreement, and
agreed to from time-to-time by each party to this Agreement.
(d) The compensation payable to you will be disclosed by you to your
clients, will be authorized by your clients and will not be excessive.
(e) The services provided by you under this Agreement will in no event
be primarily intended to result in the sale of Shares.
(f) For all purposes of this Agreement, you will be deemed to be an
independent contractor, and you will have no authority to act as agent for us in
any matter or in any respect.
5. Indemnification. Neither of us shall be liable to the other except
for (i) acts or failures to act which constitute a lack of good faith or gross
negligence, and (ii) obligations expressly assumed under this Agreement. In
addition, you agree to indemnify us and hold us harmless from any claims or
assertions relating to the lawfulness of your participation in this Agreement
and the services contemplated hereby or relating to any activities of any
persons or entities affiliated with your organization which are performed in
connection with the discharge of your responsibilities under this Agreement for
which you may be found liable to us. If such claims are asserted, we shall have
the right to manage our own defense, including the selection and engagement of
legal counsel, and all costs of such defense will be borne by you.
6. Term. This Agreement shall become effective upon execution and
delivery hereof. This Agreement may be terminated, without the payment of any
penalty, by either party to this Agreement upon at least sixty days' written
notice to the other party, unless both parties waive such notice.
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7. Recordkeeping. You will maintain all records required by law to be
kept by you relating to the services under this Agreement and, upon request by
the Trust, promptly make such of these records available to the Trust as the
Trust may reasonably request in connection with its operations.
8. Notices. Notices hereunder shall be deemed to have been duly given
if delivered by hand or facsimile (a) if to you, at your address or facsimile
number set forth below and (b) if to us, to ING Funds Services Co. LLC, c/o ING
Funds Trust, 00 Xxxxxx Xxxx., Xxxxx 000, Xxxxxxx Xxxxxx, XX 00000, Attention:
Xxxxx XxxXxxx or, in each case, such other address as may be notified to the
other party.
9. Amendments. We may modify this Agreement at any time by written
notice to you. The first services provided by you subsequent to the giving of
such notice shall be deemed acceptance by you of the modification described in
such notice.
10. Severability. Every provision of this Agreement shall be severable.
If a court of competent jurisdiction determines that any term or provision is
illegal or invalid for any reason, the illegality or invalidity shall not affect
the validity of the remainder of this Agreement.
11. Limitation of Liability. A copy of the Trust Instrument of the
Trust is on file with the Secretary of State of Delaware, and notice is hereby
given that this instrument is executed on behalf of the trustees of the Trust as
trustees and not individually and that the obligations of this instrument are
not binding upon any of the trustees or shareholders individually but are
binding only upon the assets and property of the Trust.
12. Applicable Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York.
Please confirm your agreement by signing and returning to us the two enclosed
duplicate copies of this Agreement. Upon our acceptance hereof, the Agreement
shall constitute a valid and binding contract between us. After our acceptance,
we will deliver to you one fully executed copy of this Agreement.
Very truly yours,
ING FUNDS SERVICES CO. LLC
By:________________________
Name:
Title:
Agreed to:
(Name of Authorized Dealer)
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By:________________________
Name:
Title:
Address:
Fax No: ________
Telephone No: ___________
Telex No: ____________
Firm Taxpayer Identification No: ___________
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SCHEDULE I
Name of Fund
------------
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SCHEDULE 2
Compensation Payable
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Name of Fund Class of Shares Fee Rate
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The compensation payable under this agreement is the applicable fee
rate of the average daily net asset value of the shares for which you are
providing account services hereunder (the "Clients' Shares"), which fee will be
computed daily (on the basis of 360-day year) and payable monthly. For purposes
of determining the fees payable under this section, the average daily net asset
value of the Clients' Shares will be computed in the manner specified in our
Registration Statement (as the same is in effect from time to time) in
connection with the computation of the net asset value of Shares for purposes of
purchases and redemptions. By your written acceptance of this Agreement, you
agree to and do waive such portion of any fee payable to you hereunder to the
extent necessary to assure that such fee and other expenses required to be
accrued by us on any day with respect to the Clients' Share in any Fund that
declares its net investment income as a dividend to shareholders on a daily
basis does not exceed the income to be accrued by us to such Shares on that day.
The fee rate stated above may be prospectively increased or decreased by us, in
our sole discretion, at any time upon notice to you.
For purposes of the Class B, C and X shares, the calculation, accrual
and payment of this fee shall begin in the 13th month that Client Shares are
held by an investor.
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