EXHIBIT (h)(4)
AMENDED AND RESTATED
SHAREHOLDER SERVICE AGREEMENT
This Agreement made on the 29th day of July, 1999, as amended and restated July
11, 2002, by and between ING Investment Funds, Inc., a Maryland corporation (the
"Fund"), and ING Funds Services, LLC, a Delaware limited liability company
("IFSL"):
WITNESSETH:
WHEREAS, the Fund is party to a transfer agent agreement with DST
Systems, Inc. ("DST") wherein DST provides all transaction processing and record
keeping for the Fund's shareholders and would provide shareholder services for
the Fund if the Fund so desired, and
WHEREAS, the Fund has determined that IFSL is capable of providing
superior shareholder services to the Fund in conjunction with DST as the
Transfer Agent, and
WHEREAS, the Fund desires to appoint IFSL as Shareholder Service Agent
and IFSL desires to accept such appointment:
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
Scope of Appointment
Fund hereby appoints IFSL as Shareholder Service Agent and as such IFSL hereby
accepts such appointment and agrees that it will provide the Fund with services
which include but are not limited to the following:
A. Reviewing correspondence pertaining to any former, existing or new
shareholder account, processing such correspondence for proper record
keeping, and responding promptly to correspondence from shareholders
and dealers.
B. Receiving telephone calls pertaining to any former, existing or new
shareholder account, verbally responding to such calls and when
required responding in writing and maintaining prior record keeping
regarding such calls from shareholders and dealers and responses
thereto.
C. IFSL further agrees that the scope of this appointment does not include
any services required to be provided by a registered broker-dealer or
registered transfer agent.
Certain Representations and Warranties of IFSL and the Fund
IFSL represents and warrants to the Fund that:
A. It is a limited liability company duly organized and existing and in
good standing under the laws of Delaware.
B. It is duly qualified to carry on its business in the State of Arizona.
C. It has and will continue to have and maintain the necessary facilities,
equipment and personnel to perform its duties and obligations under
this agreement.
D. IFSL is empowered under applicable laws and by its charter and bylaws
to enter into this Agreement.
The Fund represents and warrants to IFSL that:
A. It is a corporation duly organized and existing and in good standing
under the laws of Maryland.
B. It is an open-end diversified management investment company registered
under the Investment Company Act of 1940, as amended.
C. The Fund is empowered under applicable laws and by its charter and
bylaws to enter into this Agreement.
Compensations and Expenses
In consideration for its services here under as Shareholder Service Agent, the
Fund will pay to IFSL reasonable compensation for all services rendered as
Agent, and all its reasonable out-of-pocket expenses incurred in connection with
the agency. Such compensation is set forth in a separate schedule to be agreed
to by the Fund and IFSL, a copy of which is attached hereto.
The Fund agrees to promptly reimburse IFSL for all reasonable out-of-pocket
expenses or disbursements incurred by IFSL in connection with the performance of
services under this Agreement including, but not limited to, expenses for
postage, express delivery services, envelopes, forms, telephone communication
expenses and stationary supplies. IFSL agrees to furnish to the Fund's Board of
Directors, upon request, reasonable documentation of any expenses for which
reimbursement is sought.
Indemnifications
IFSL shall at all times use reasonable care, due diligence and act in good faith
in performing its duties under this Agreement. DFSL shall not be responsible
for, and the Fund shall indemnify and hold IFSL harmless from and against, any
and all losses, damages, costs, charges, counsel fees, payments, expenses and
liability which may be asserted against IFSL or for which IFSL may be held
liable, arising out of or attributable to all actions of IFSL required to be
taken by IFSL pursuant to this Agreement provided that IFSL has acted in good
faith and with due diligence and reasonable care. The Fund shall not be
responsible for, and IFSL shall indemnify and hold harmless the Fund from and
against, any and all losses, damages, costs, charges, counsel fees, payments,
expenses, and liability which any be asserted against the Fund or for which the
Fund may be held liable, arising out of or attributable to all actions of IFSL
required to be taken by IFSL pursuant to this Agreement in which IFSL has not
acted in good faith and with due diligence and reasonable care.
Termination of Agreement
This Agreement shall have an initial term from July 29, 1999 through August 31,
2002. Thereafter, this Agreement shall automatically renew for one-year terms
unless either party provides written notice of the termination of this Agreement
to the other party at its principal place of business at least sixty (60) days
prior to the end of the then-current term.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective duly authorized officers, to be effective as of the
day and year first written above.
ING FUNDS SERVICES, LLC
By: /s/ [ILLEGIBLE]
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TITLE: _____________________________
ING INVESTMENT FUNDS, INC.
(ON BEHALF OF ING MAGNACAP FUND)
BY: /s/ [ILLEGIBLE]
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TITLE: SUP
