Exhibit (h)(15)
FORM OF EXPENSE LIMITATION AGREEMENT
ING MUTUAL FUNDS
THIS EXPENSE LIMITATION AGREEMENT, effective this 23rd day of September,
2002, by and between ING Investments, LLC (the "Investment Manager") and ING
Mutual Funds (the "Trust"), on behalf of each series of the Trust set forth on
Schedule A (each a "Fund," and collectively, the "Funds"), as such schedule may
be amended from time to time to add additional series.
WHEREAS, the Trust is a Delaware business trust, and is registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
management company of the series type; and each Fund is a series of the Trust;
and
WHEREAS, the Trust and the Investment Manager desire that the provisions
of this Agreement do not adversely affect a Fund's status as a "regulated
investment company" under Subchapter M of the Internal Revenue Code of 1986, as
amended (the "Code"), do not interfere with a Fund's ability to compute its
taxable income under Code Section 852, do not adversely affect the status of the
distributions a Fund makes as deductible dividends under Code Section 562, and
do comply with the requirements of Revenue Procedure 99-40 (or any successor
pronouncement of the Internal Revenue Service); and
WHEREAS, the Trust and the Investment Manager have entered into Investment
Management Agreements (each a "Management Agreement"), pursuant to which the
Investment Manager provides investment management services to the Funds for
compensation based on the value of the average daily net assets of the Funds;
and
WHEREAS, the Trust and the Investment Manager have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund at a level below the level to which each Fund
may normally be subject;
NOW THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the ordinary operating
expenses incurred by a class of the Fund in any fiscal year, including but not
limited to investment management fees payable to the Investment Manager, but
excluding interest, taxes, brokerage commissions, other investment-related
costs, extraordinary expenses such as litigation, other expenses not incurred in
the ordinary course of the Fund's business, and expenses of any counsel or other
persons or services retained by the Trust's trustees who are not "interested
persons," as that term is defined in the 1940 Act, of the Investment Manager
("Fund Operating Expenses"), exceed the Operating Expense Limit, as defined in
Section 1.2 below, such excess amount (the "Excess Amount") shall be the
liability of the Investment Manager.
1.2. Operating Expense Limit. The maximum Operating Expense Limit in any
fiscal year with respect to each class of each Fund shall be the amount
specified in Schedule A based on a percentage of the average daily net assets of
such class of the Fund.
1.3. Method of Computation. To determine the Investment Manager's
obligation with respect to the Excess Amount, each day the Fund Operating
Expenses for each class of a Fund shall be annualized. If the annualized Fund
Operating Expenses for any day of a class of a Fund exceed the Operating Expense
Limit for that class, the Investment Manager shall remit to the appropriate
class of the Fund an amount that, together with the waived or reduced investment
management fee, is sufficient to pay that day's Excess Amount. Any such amounts
remitted to a Fund shall be allocated among the classes of the Fund in
accordance with the terms of the Fund's Multiple Class Plan pursuant to Rule
18f-3 under the 1940 Act. The Trust may offset amounts owed to a Fund pursuant
to this Agreement against the advisory fee payable to the Investment Manager.
1.4. Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment management fees
waived or reduced and other payments remitted by the Investment Manager to each
class of a Fund with respect to the previous fiscal year shall equal the Excess
Amount.
2. Recoupment of Fee Waivers and Expense Reimbursements.
2.1. Recoupment. If on any day during which the Management Agreement with
respect to a Fund is in effect, the estimated annualized Fund Operating Expenses
of a class of such Fund for that day are less than the Operating Expense Limit,
the Investment Manager shall be entitled to recoup from such class of the Fund
the investment management fees waived or reduced and other payments remitted by
the Investment Manager to such class of the Fund pursuant to Section 1 hereof
(the "Recoupment Amount") during any of the previous thirty-six (36) months, to
the extent that such class' annualized Operating Expenses plus the amount
recouped equals, for such day, the Operating Expense Limit provided in Schedule
A, provided that such amount paid to the Investment Manager will in no event
exceed the total Recoupment Amount and will not include any amounts previously
recouped. Any such amounts recouped from a class of a Fund shall be recouped in
accordance with the principles of the Fund's Multiple Class Plan pursuant to
Rule 18f-3 under the 1940 Act.
2.2. Year-End Adjustment. If necessary, on or before the last day of the
first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the actual Fund Operating Expenses of each class
of a Fund for the prior fiscal year (including any recoupment payments hereunder
with respect to such fiscal year) do not exceed the Operating Expense Limit.
3. Term and Termination of Agreement.
This Agreement shall have an initial term with respect to each Fund ending
on the date indicated on Schedule A hereto, as such schedule may be amended from
time to time. Thereafter, this Agreement shall automatically renew for one-year
terms with respect to a Fund unless the
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Investment Manager provides written notice of the termination of this Agreement
termination of this Agreement to a lead Independent Trustee within ninety (90)
days of the end of the then-current term for that Fund. In addition, this
Agreement shall terminate with respect to a Fund upon termination of the
Management Agreement with respect to such Fund, or it may be terminated by the
Trust, without payment of any penalty, upon written notice to the Investment
Manager at its principal place of business within ninety (90) days of the end of
the then-current term for a Fund.
4. Miscellaneous.
4.1. Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to require
a Fund or the Trust to take any action contrary to the Trust's Declaration of
Trust or By-Laws, or any applicable statutory or regulatory requirement to which
it is subject or by which it is bound, or to relieve or deprive the Trust's
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Trust or the Funds.
4.3. Definitions. Any question of interpretation of any term or provision
of this Agreement, including but not limited to the investment management fee,
the computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Management Agreement with respect to a Fund or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Management Agreement or the 1940
Act.
4.4. Amendments. This Agreement may be amended only by a written
agreement signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
ING MUTUAL FUNDS
By:
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Name: ▇▇▇▇▇▇ ▇. Naka
Title: Senior Vice President
ING INVESTMENTS, LLC
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President
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SCHEDULE A
TO THE
EXPENSE LIMITATION AGREEMENT
BY AND BETWEEN
ING INVESTMENTS, LLC
AND
ING MUTUAL FUNDS
EFFECTIVE: SEPTEMBER 23, 2003
EXPIRATION OF INITIAL TERM: OCTOBER 31, 2003
OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds:
MAXIMUM OPERATING EXPENSE LIMIT
NAME OF FUND (AS A PERCENTAGE OF AVERAGE NET ASSETS)
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Class A Class B Class C Class I Class M Class Q
------- ------- ------- ------- ------- -------
ING Emerging Countries Fund 2.25 2.90 2.90 N/A 2.65 2.15
ING Global Technology Fund 1.95 2.70 2.70 1.70 N/A N/A
ING International Fund 2.75 3.50 3.50 2.50 N/A 2.75
ING Precious Metals Fund 2.75 N/A N/A N/A N/A N/A
ING Russia Fund 3.35 4.10 N/A N/A N/A N/A
ING Worldwide Growth Fund 1.85 2.50 2.50 N/A N/A 1.75
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