August 1, 2009 ING Funds Trust
Exhibit (d)(3)(iii)
August 1, 2009
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Scottsdale, Arizona 85258-2034
| Re: | Expense Limitation Recoupments |
Ladies and Gentlemen:
ING Investments, LLC (“IIL”), and ING Funds Trust (“IFT”) have entered into the Amended and Restated Expense Limitation Agreement dated September 23, 2002, as amended (the “ELA”). The ELA provides that IIL will limit the expense ratios of ING Intermediate Bond Fund (the “Fund”) through waivers of advisory fees and reimbursements of expenses.
Under Section 2 of the ELA, captioned “Right to Recoupment,” if IIL has waived or reduced any advisory fees relating to the 36 months prior to the date of any month-end calculation pursuant to Section 1.4 of the ELA (the “Calculation Date”), IIL is entitled to recoup monies from the Fund if, among other things, on the Calculation Date the “aggregate Term to Date Fund Operating Expenses” of a class of the Fund are less than the class’ “Pro-Rated Expense Cap” (as each such term is defined under the ELA).
By XXX’s execution of this letter agreement, XXX agrees that, beginning on August 1, 2009 (the “ELA Amendment Date”), IIL’s right to recoupment under the ELA with respect to the Fund will be modified to reflect increases to the Fund’s expense limits implemented on the ELA Amendment Date. The modification is as follows:
If on any Calculation Date the aggregate Term to Date Fund Operating Expenses for any class of the Fund are less than the Pro-Rata Expense Cap for that class and IIL elects to recoup waivers and reimbursements paid to the Fund during the preceding 36-month period which have not already been recouped, with respect to any waivers or fee reductions effected prior to the ELA Amendment Date, IIL waives its right to recoupment for amounts paid that are attributable to the difference between: (1) the Pro-Rata Expense Cap implemented on the ELA Amendment Date; and (2) the Pro-Rata Expense Cap in effect for the Fund prior to the ELA Amendment Date. IFT acknowledges that any payments recouped by IIL pursuant to Section 2 of the ELA for any class prior to the ELA Amendment Date are not subject to this waiver agreement.
| 0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx |
Tel: 000.000.0000 | ING Investments, LLC | ||||
| Scottsdale, AZ 00000-0000 |
Fax: 000.000.0000 | |||||
| xxx.xxxxxxxx.xxx |
August 1, 2009
Page 2 of 2
Please indicate your agreement to this Agreement by executing below in the place indicated.
| ING Investments, LLC | ||
| By: | /s/ Xxxx Xxxxx | |
| Xxxx Xxxxx | ||
| Senior Vice President | ||
| Accepted By: |
/s/ Xxxxxxxx X. Xxxxxxxx | |
| Xxxxxxxx X. Xxxxxxxx | ||
| Senior Vice President | ||
| ING Funds Trust | ||
