Exhibit 2(k)(i)
ADMINISTRATION AGREEMENT
This AGREEMENT made this 15th day of December, 2000 between ING Pilgrim
Senior Income Fund (the "Fund"), a Delaware business trust, and ING Pilgrim
Group, Inc. (the "Administrator"), a Delaware corporation.
WHEREAS, the Fund is an closed-end management investment company registered
under the Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, the Fund operates as a closed-end interval fund pursuant to Rule
23c-3 under the 1940 Act;
WHEREAS, the Fund desires to avail itself of the services of the
Administrator for the provision of administrative services for the Fund; and
WHEREAS, the Administrator is willing to render such services to the Fund;
NOW, THEREFORE, in consideration of the premises, the promises and mutual
covenants herein contained, it is agreed between the parties as follows:
1. APPOINTMENT. The Fund hereby appoints the Administrator, subject to the
direction of the Board of Trustees, for the period and on the terms set forth in
this Agreement, to provide administrative services, as described herein, with
respect to the Fund. The Administrator accepts such appointment and agrees to
render the services set forth herein.
2. SERVICES OF THE ADMINISTRATOR. Subject to the general supervision of the
Board of Trustees of the Fund, the Administrator shall provide the following
administrative services:
(a) Provide all administrative services reasonably necessary for the
operation of the Fund other than the investment advisory services performed by
the investment manager or sub-adviser, including, but not limited to: (i)
coordinating all matters relating to the operation of the Fund, including any
necessary coordination among the investment manager, custodian, transfer agent,
dividend disbursing agent, and portfolio accounting agent (including pricing and
valuation of the portfolio), accountants, attorneys, and other parties
performing services or operational functions for the Fund; (ii) monitor the
provisions of the loan agreements and any agreements with respect to
participations and assignments and be responsible for recordkeeping with respect
to loans in the Fund's portfolio; (iii) maintaining or supervising the
maintenance by third parties engaged by the Fund of such books and records of
the Fund as may be required by applicable federal or state law; (iv) preparing
or supervising the preparation by third parties selected by the Fund of all
federal, state, and local tax returns and reports required by applicable law;
(v) preparing and filing, with the assistance of counsel, and arranging for the
distribution of proxy materials and periodic reports to shareholders as required
by applicable law; (vi) preparing and arranging for the filing, with the
assistance of counsel, of registration statements and other documents with the
Securities and Exchange Commission (the "SEC") and other federal and state
regulatory authorities as may be required by applicable law; (vii) taking such
other action with respect to the Fund as may be required by applicable law,
including without limitation the rules and regulations of the SEC and other
regulatory agencies; (viii) providing the Fund, at the Administrator's expense,
with adequate personnel, office space, communications facilities, and other
facilities necessary for operation of the Fund as contemplated in this
Agreement; (ix) assist the Fund in conducting periodic repurchase offers in
accordance with Rule 23c-3 under the 1940 Act; (x) arranging for meetings of the
Fund's Board of Trustees and, in connection therewith, providing the Board with
necessary or appropriate information for its meetings; (xi) providing
non-investment related statistical and research data and such other reports,
evaluations and information as the Fund may request from time to time; (xii)
maintaining the Fund's existence, and during such time as shares of the Fund are
publicly offered, maintaining the registration and qualification of the Fund's
shares under federal and state law; and (xiii) responding to inquiries from
shareholders or their agents or representatives relating to the Fund,
concerning, among other things, exchanges among funds, or referring any such
inquiries to the Fund's officers or transfer agent. Nothing in this provision
shall be deemed to inhibit the Fund or its officers from engaging, at the
expense of the Fund, other persons to assist in providing administrative
services to the Fund including, but not limited to, accounting agents,
recordkeeping agents, proxy solicitation agents, attorneys, accountants,
consultants and others.
(b) Render to the Board of Trustees of the Fund such periodic and special
reports as the
Board may reasonably request;
(c) Make available its officers and employees to the Board of Trustees and
officers of the Fund for consultation and discussions regarding the
administration of the Fund and the services provided to the Fund under this
Agreement; and
(d) Develop and implement, if appropriate, management and shareholder
services designed to enhance the value or convenience of the Fund as an
investment vehicle.
3. CONFORMITY WITH APPLICABLE LAW. The Administrator, in the performance of
its duties and obligations under this Agreement, shall act in conformity with
the Registration Statement of the Fund and with the instructions and directions
of the Board of Trustees of the Fund and will conform to, and comply with, the
requirements of the 1940 Act and all other applicable federal and state laws and
regulations.
4. EXCLUSIVITY. The services of the Administrator to the Fund under this
Agreement are not to be deemed exclusive, and the Administrator, or any
affiliate thereof, shall be free to render similar services to other investment
companies and other clients (whether or not their investment objectives and
policies are similar to those of the Fund) and to engage in other activities, so
long as its services hereunder are not impaired thereby.
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5. EXPENSES. During the term of this Agreement, the Administrator will pay
all expenses incurred by it in connection with its activities under this
Agreement, except such expenses as are assumed by the Fund under this Agreement
and such expenses as are assumed by the investment manager pursuant to an
Investment Management Agreement. The Fund shall be responsible for all of the
other expenses of its operations, including, without limitation, the
administration fee payable hereunder; advisory fees; brokerage commissions;
interest; legal fees and expenses of attorneys; fees of auditors, transfer
agents and dividend disbursing agents, custodians and shareholder servicing
agents; fees of accountants and accounting services; the expense of obtaining
quotations for calculating the Fund's net asset value; taxes, if any, and the
preparation of the Fund's tax returns; cost of stock certificates and any other
expenses (including clerical expenses) of issue, sale, repurchase or redemption
of shares; expenses of registering and qualifying shares of the Fund under
federal and state laws and regulations; all expenses of periodic repurchase
offers and of preparing, printing, and mailing repurchase offer material to
shareholders; expenses of printing and distributing reports, notices and proxy
materials to existing shareholders; expenses of printing and filing reports and
other documents filed with governmental agencies; expenses in connection with
shareholder and trustee meetings; expenses of printing and distributing
prospectuses and statements of additional information to existing shareholders;
fees and expenses of Trustees of the Fund who are not "interested persons" of
the Fund as that term is defined in the 1940 Act; trade association dues;
insurance premiums; and extraordinary expenses such as litigation expenses. To
the extent the Administrator incurs any costs or performs any services which are
an obligation of the Fund, as set forth herein, the Fund shall promptly
reimburse the Administrator for such costs and expenses. To the extent the
services for which the Fund is obligated to pay are performed by the
Administrator, the Administrator shall be entitled to recover from the Fund only
to the extent of its costs for such services.
6. COMPENSATION.
(a) The Fund agrees to pay to the Administrator, and the Administrator
agrees to accept, as full compensation for all administrative services furnished
or provided to the Fund and as full reimbursement for all expenses assumed by
the Administrator, an administration fee computed at the annual rate of 0.10% of
the managed assets of the Fund. For purposes of this Agreement, "managed assets"
shall mean the average daily gross asset value of the Fund, minus the sum of the
Fund's accrued and unpaid dividends on any outstanding Preferred Shares and
accrued liabilities (other than liabilities for principal amount of any
borrowings incurred, commercial paper or notes issued by the Fund and
liquidation preference of any outstanding Preferred Shares.)
(b) The administration fee shall be accrued daily by the Fund and paid to
the Administrator at the end of each calendar month.
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7. LIABILITY OF THE ADMINISTRATOR. The Administrator may rely on
information reasonably believed by it to be accurate and reliable. Except as may
otherwise be required by the 1940 Act or the rules thereunder, neither the
Administrator nor its stockholders, officers, directors, employees, or agents
shall be subject to any liability for, or any damages, expenses, or losses
incurred in connection with, any act or omission connected with or arising out
of any services rendered under this Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of the
Administrator's duties, or by reason of reckless disregard of the
Administrator's obligations and duties under this Agreement. The liability
incurred by the Administrator pursuant to this paragraph 7 in any year shall be
limited to the revenues of the Administrator derived from the Fund in that
fiscal year of the Fund. The Administrator shall look solely to Fund property
for satisfaction of claims of any nature against the Fund or a trustee, officer,
employee or agent of the Fund arising in connection with the affairs of the
Fund.
8. CONTINUATION AND TERMINATION. This Agreement shall become effective on
the date first written above. Unless terminated as provided herein, the
Agreement shall continue in full force and effect for two (2) years from the
effective date of this Agreement, and shall continue from year to year
thereafter so long as such continuance is specifically approved at least
annually by the vote of a majority of the Board of Trustees of the Fund,
including a majority of the Board of Trustees of the Fund who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of the Fund
or the Administrator.
This Agreement may be terminated by the Fund at any time, without the
payment of any penalty, by vote of a majority of the Board of Trustees of the
Fund on sixty (60) days' written notice to the Administrator, or by the
Administrator at any time, without the payment of any penalty, on sixty (60)
days' written notice to the Fund.
9. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original.
10. APPLICABLE LAW.
(a) This Agreement shall be governed by the laws of the State of Arizona,
provided that nothing herein shall be construed in a manner inconsistent with
the 1940 Act, the Investment Advisers Act of 1940, or any rules or order of the
SEC thereunder.
(b) If any provision of this Agreement shall be held or made invalid by a
court decision, statute, rule or otherwise, the remainder of this Agreement
shall not be affected thereby and, to this extent, the provisions of this
Agreement shall be deemed to be severable.
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(c) The captions of this Agreement are included for convenience only and in
no way define or limit any of the provisions hereof or otherwise affect their
construction or effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
ING PILGRIM SENIOR INCOME FUND
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
Senior Vice President
ING Pilgrim Group, inc.
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx
Senior Executive Vice President
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