(h)(7)
FORM OF
SHAREHOLDER SERVICES AGREEMENT
FOR
ING MUTUAL FUNDS
ING Funds Distributor, LLC (the "Distributor") serves as the principal
underwriter to ING Mutual Funds (the "Trust"), a Delaware statutory trust
registered as a management investment company under the Investment Company Act
of 1940, as amended (the "1940 Act"), in connection with the Class O shares of
the Trust's separate series of shares (the "Funds") listed on the attached
Schedule A. The Distributor appoints ShareBuilder Securities Corporation
("ShareBuilder") to provide shareholder services pursuant to this Shareholder
Services Agreement (the "Agreement").
1. In consideration of the provision of shareholder services and/or account
maintenance services to direct or indirect beneficial owners of Class O Shares
of the Funds ("Class O Shares"), the Distributor shall pay ShareBuilder a fee
periodically. Attached to this Agreement as Schedule B is a list of certain
types of services that are contemplated to be provided in accordance with this
Agreement.
2. The Trust has adopted a Shareholder Services Plan under Rule 12b-1 (the
"Plan"), under which the Distributor may make distribution and/or shareholder
services payments to services providers, such as ShareBuilder, under the Plan.
In consideration of the services under this Agreement, the Distributor agrees to
pay to ShareBuilder quarterly a service fee at an annual rate equal to
twenty-five basis points (0.25%) of the average daily net asset value of the
Class O Shares of each Fund. For purposes of computing the payments to
ShareBuilder under this paragraph, the average daily net asset value of the
Class O Shares each quarter shall be computed by totaling each Fund's holdings
in Class O (Class O Share net asset value multiplied by total number of Class O
Shares) on each business day during the quarter and dividing by the total number
of business days during such period. The payment to ShareBuilder under this
paragraph shall be calculated at the end of each quarter and will be paid to
ShareBuilder within thirty (30) days thereafter.
3. The Distributor shall pay ShareBuilder the total of the fees calculated
for each Series for any period with respect to which such calculations are made
within 45 days after the close of such period.
4. The Distributor reserves the right to withhold payment with respect to
Class O Shares purchased and redeemed or repurchased by the Trust within seven
(7) business days after the date of confirmation of such purchase.
5. Neither ShareBuilder nor any of its employees or agents is authorized to
make any representation concerning shares of the Trust except those contained in
the then-current Prospectus or annual or semi-annual reports to shareholders for
the Trust, and ShareBuilder shall have no authority to act as agent for the
Trust outside the parameters of this Agreement.
6. The Agreement shall have an initial one year term commencing on the date
of this Agreement. Thereafter, this Agreement shall automatically renew for
successive annual periods; provided, however, that such continuance is subject
to termination with respect to a Fund at any time without penalty if the Plan is
terminated for that Fund in accordance with Rule 12b-1 under the 1940 Act. This
Agreement also may be terminated by a party upon sixty (60) days' written notice
to the other party.
7. The Agreement may not be assigned to any person without the
Distributor's written consent.
8. ShareBuilder shall comply with all applicable state and Federal laws and
the rules and regulations of authorized regulatory agencies.
9. This Agreement and any Schedule to this Agreement may not be revised
except by mutual written agreement between the parties and any material
amendment to the Agreement must be approved by a vote of a majority of the
Independent Trustees of the Trust. This Agreement may be revised only upon 60
days' written notice or upon such shorter notice as the parties may mutually
agree.
10. All communications to the Distributor shall be sent to:
ING Funds Distributor, LLC
0000 X. Xxxxxxxxxx Xxxxx Xx.
Xxxxxxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx, Vice President
Any notice to ShareBuilder shall be sent to:
ShareBuilder Securities, Inc.
[_______]
11. This Agreement shall be construed in accordance with the laws of the
State of Delaware provided that nothing in this Agreement shall be construed in
a manner inconsistent with the 1940 Act or the rules or orders of the U.S.
Securities and Exchange Commission under the 1940 Act, and shall be interpreted
and construed to further and promote the operation of the Trust as an open-end
investment company.
12. This agreement may be executed in counterparts.
2
IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as
of the day of , 2008.
------------
ING FUNDS DISTRIBUTOR, LLC SHAREBUILDER SECURITIES CORPORATION
By: By:
--------------------------------- ------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
3
SCHEDULE A
ING Diversified International Fund
ING Global Bond Fund
ING Greater China Fund
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Index Plus International Equity Fund
ING International SmallCap Multi-Manager Fund
4
SCHEDULE B
TO THE SHAREHOLDER SERVICES AGREEMENT RELATING
TO ING FUNDS TRUST
The types of shareholder services which may be compensated pursuant to the
Agreement include, but are not necessarily limited to, the following:
1. Teleservicing support in connection with existing investments in the
Funds;
2. Delivery and responding to inquiries respecting Trust prospectuses,
reports, notices, proxies and proxy statements and other information
respecting the Funds;
3. The conveyance of information relating to shares purchased and
redeemed and share balances to the Trust;
4. Provision of support services including providing information about
the Trust and its Funds and answering questions respecting the Trust
and its Funds, including questions respecting shareholders' interest
in one or more Funds;
5. Services associated with inclusion of the Funds on the ShareBuilder
Platform and maintenance of Orange Investment Accounts; and
6. Provision of other services as may be agreed to from time to time.
5
