Exhibit d(1)
ING EQUITY TRUST
SECOND AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
AGREEMENT made the 23rd day of September, 2002, as amended and restated
on February 1, 2005 by and between ING EQUITY TRUST, a Massachusetts business
trust (the "Trust"), and ING INVESTMENTS, LLC, an Arizona limited liability
company (the "Adviser") (the "Agreement).
The Trust is an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
consisting of series, and the series to which this Agreement applies are listed
on SCHEDULE A hereto (individually and collectively referred to herein as
"Series"), as such schedule may be amended from time to time.
The Trust desires to retain the Adviser to render investment advisory
services to the Series, and the Adviser is willing to render such investment
advisory on the terms set forth below.
The parties agree as follows:
1. The Trust hereby appoints the Adviser to act as investment adviser
to the Trust and the Series for the period set forth in SCHEDULE A hereto, as
such schedule may be amended from time to time, and on the terms set forth in
this Agreement. The Adviser accepts such appointment and agrees to render the
services described, for the compensation provided, in this Agreement.
2. Subject to the supervision of the Trustees, the Adviser shall
manage the investment operations of the Series and the composition of each
Series' portfolio, including the purchase and retention and disposition of
portfolio securities, in accordance with each Series' investment objectives,
policies and restrictions as stated in each Series' Prospectus and Statement of
Additional Information (as defined below) subject to the following
understandings:
(a) The Adviser shall provide supervision of the Series' investments
and determine from time to time what investments will be made, held
or disposed of or what securities will be purchased and retained,
sold or loaned by a Series, and what portion of the assets will be
invested or held uninvested as cash.
(b) With respect to those Series that have obtained shareholder
approval, subject to the approval of the Board of Trustees of the
Trust, the Adviser is authorized to enter into sub-advisory
agreements with other registered investment advisers to serve as
investment sub-advisors, whether or not affiliated with the
Adviser. The Adviser will continue to have responsibility for all
services furnished pursuant to any sub-advisory agreement. The
Trust and Adviser understand and agree that the Adviser may manage
each Series in a "manager-of-managers" style with either a single
or multiple sub-advisers, which contemplates that the Adviser will,
among other things and pursuant to an Order issued
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by the Securities and Exchange Commission (the "Commission"): (i) continually
evaluate the performance of the Sub-Advisers to the Trust; and (ii) periodically
make recommendations to the Trust's Board of Trustees regarding the results of
its evaluation and monitoring functions. The Trust recognizes that, subject to
the approval of the Board of Trustees of the Trust, a sub-adviser's services may
be terminated or modified and that the Adviser may appoint a new Sub-Adviser for
a Series, subject to an applicable SEC Order.
(c) The Adviser shall use its best judgment in the performance of its duties
under this Agreement.
(d) The Adviser, in the performance of its duties and obligations under this
Agreement, shall (i) act in conformity with the Declaration of Trust, By-Laws,
Prospectus and Statement of Additional Information of each Series, with the
instructions the directions of the Trustees and (ii) conform to and comply with
the requirements of the Investment Company Act and all other applicable federal
and state laws and regulations.
(e) (i) The Adviser shall determine the securities to be purchased or sold by
a Series and will place orders pursuant to its determinations with or
through such persons, brokers or dealers to carry out the policy with
respect to brokerage as set forth in a Series' Prospectus and Statement of
Additional Information or as the Trustees may direct from time to time. In
providing a Series with investment supervision, the Adviser will give
primary consideration to securing the most favorable price and efficient
execution. The Adviser may also consider the financial responsibility,
research and investment information and other services and research related
products provided by brokers or dealers who may effect or be a party to any
such transactions or other transactions to which other clients of the
Adviser may be a party. Each Series recognizes that the services and
research related products provided by such brokers may be useful to the
Adviser in connection with its services to other clients.
(ii) When the Adviser deems the purchase or sale of a security to be in the
best interest of a Series as well as other clients, the Adviser, to the
extent permitted by applicable laws and regulations, may aggregate the
securities to be sold or purchased in order to obtain the most favorable
price or lower brokerage commissions and efficient execution. In such
event, allocation of the securities so purchased or sold, as well as the
expenses incurred in the transactions, will be made by the Adviser in the
manner it considers to be the most equitable and consistent with its
fiduciary obligations to a Series and to such other clients.
(f) The Adviser shall maintain, or cause to be maintained, all books and
records required under the Investment Company Act to the extent not maintained
by the custodian of a Series. The Adviser shall render to the Trustees such
periodic and special reports as the Trustees may reasonably request.
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(g) The Adviser shall provide a Series' custodian on each business day
information relating to all transactions concerning a Series' assets.
(h) The investment management services of the Adviser to the Trust and to
the Series under this Agreement are not to be deemed exclusive, and the
Adviser shall be free to render similar services to others.
3. The Trust has delivered to the Adviser copies of each of the following
documents and will deliver to it all future amendments and supplements, if any:
(a) Declaration of Trust, as amended, as filed with the Secretary of the
Commonwealth of Massachusetts (such Declaration of Trust, as in effect on
the date hereof and as further amended from time to time, is herein called
the "Declaration of Trust");
(b) By-Laws of the Trust (such By-Laws, as in effect on the date hereof
and as amended from time to time, are herein called the "By-Laws");
(c) Certified resolutions of the Trustees authorizing the appointment of
the Adviser and approving this Agreement on behalf of the Trust and the
Series;
(d) Registration Statement on Form N-1A under the Investment Company Act
and the Securities Act of 1933, as amended from time to time (the
"Registration Statement"), as filed with the Commission, relating to the
Trust and shares of beneficial interest of the Series and all amendments
thereto.
(e) Notification of Registration of the Trust under the Investment Company
Act on Form N-8A as filed with the Commission and all amendments thereto;
(f) Prospectus and Statement of Additional Information included in the
Registration Statement, as amended from time to time. All references to
this Agreement, the Prospectus and the Statement of Additional Information
shall be to such documents as most recently amended or supplemented and in
effect.
4. The Adviser shall authorize and permit any of its directors, officers and
employees who may be elected as Trustees, or Officers of the Trust or a Series
to serve in the capacities in which they are elected. All services to be
furnished by the Adviser under this Agreement may be furnished through such
directors, officers or employees of the Adviser.
5. The Adviser agrees that all records which it maintains for the Trust or
the Series are property of the Trust or the Series. The Adviser will surrender
promptly to the Trust or the Series any such records upon either the Trust's or
the Series' request. The Adviser further agrees to preserve such records for
the periods prescribed in Rule 31a-2 of the Commission under the Investment
Company Act.
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6. In connection with the services rendered by the Adviser under this
Agreement, the Adviser will pay all of the following expenses:
(a) the salaries and expenses of all personnel of the Trust, the Series
and the Adviser required to perform the services to be provided pursuant to
this Agreement, except the fees of the Trustees who are not affiliated
persons of the Adviser, and
(b) all expenses incurred by the Adviser, the Trust or the Series in
connection with the performance of the Adviser's responsibilities
hereunder, other than brokers' commissions and any issue or transfer taxes
chargeable to a Series in connection with its securities transactions.
7. The Trust assumes and shall pay or cause to be paid Board approved
membership dues of industry associations.
8. With respect to ING SmallCap Opportunities Fund and ING Disciplined
LargeCapFund, in the event the expenses of a Series for any fiscal year
(including the fees payable to the Adviser but excluding interest, taxes,
brokerage commissions, distribution fees and litigation and indemnification
expenses and other extraordinary expenses not incurred in the ordinary course
of the Series' business) exceed the lowest applicable annual expense limitation
established pursuant to the statutes or regulations of any jurisdictions in
which shares of the Series are then qualified for offer and sale, the
compensation due the Adviser will be reduced by the amount of such excess, or,
if such reduction exceeds the compensation payable to the Adviser, the Adviser
will pay the Series, whose expenses exceed such expense limitation, the amount
of such reduction which exceeds the amount of such compensation.
9. For the services provided and the expenses assumed pursuant to this
Agreement, a Series will pay to the Adviser as compensation at the rate set
forth opposite such the Series' name on SCHEDULE A hereto, such fee to be
accrued daily and paid monthly.
10. The Adviser may rely on information reasonably believed by it to be
accurate and reliable. Neither the Adviser nor its officers, directors,
employees or agents or controlling persons shall be liable for any error or
judgment or mistake of law, or for any loss suffered by the Trust or a Series
in connection with or arising out of the matters to which this Agreement
relates, except a loss resulting from willful misfeasance, bad faith or gross
negligence on the part of the Adviser in the performance of its duties or from
reckless disregard by it of its obligations and duties under this Agreement.
11. This Agreement shall continue with respect to a Series, unless terminated
as provided herein, for two (2) years from the date indicated above and shall
continue automatically for successive annual periods, provided that such
continuance is specifically approved at least annually by the affirmative vote
of (i) a majority of the Trustees of the Trust acting on behalf of such Series,
who are not interested persons of the Trust, cast in person at a meeting called
for the purpose of voting on such approval, and (ii) a majority of the Trustees
of the Trust or the holders of a majority of the outstanding voting securities
of such Series; provided however, that this Agreement may be terminated with
respect to such Series by the Trust, at any time, without the
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payment of any penalty, by the majority of the Trustees acting on behalf of a
Series or by vote of a majority of the outstanding voting securities (as defined
in the Investment Company Act) of a Series, or by the Adviser at any time,
without the payment of any penalty, on not more than 60 days' nor less than 30
days' written notice to the other party.
12. This Agreement shall terminate automatically in the event of its
assignment, as such term is defined in Section 2(a)(4) of the Investment Company
Act, provided that a transaction which does not, under the Investment Company
Act, result in a change of actual control or management of the Adviser's
business shall not be deemed to be an assignment for the purposes of this
Agreement.
13. Nothing in this Agreement shall limit or restrict the right of any Trustee,
officer or employee of the Adviser who may also be a Trustee, officer or
employee of the Trust or a Series to engage in any other business or to devote
his time and attention in part to the management or other aspect of any
business, whether of a similar or dissimilar nature, nor limit or restrict the
right of the Adviser to engage in any other business or to render services of
any kind to any other person or entity.
14. During the term of this Agreement, the Trust and the Series agree to
furnish the Adviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared for
distribution to shareholders of a Series or the public, which refer in any way
to the Adviser, prior to use thereof and not to use such material if the Adviser
reasonably objects in writing within five business days (or such other time as
may be mutually agreed) after receipt. In the event of termination of the
Agreement, the Trust or a Series will continue to furnish to the Adviser such
other information relating to the business affairs of the Trust or a Series as
the Adviser at any time, or from time to time, reasonably requests in order to
discharge its obligations hereunder.
15. This Agreement may be amended by mutual agreement, but only after
authorization of such amendments by the affirmative vote of (i) the holders of
the majority of the outstanding voting securities of the Series and (ii) a
majority of the members of the Trustees who are not interested persons of the
Trust or the Adviser, cast in person at a meeting called for the purpose of
voting on such approval.
16. The Adviser, the Trust and the Series each agree that the name "ING" is
proprietary to, and a property right of, the Adviser. The Trust and the Series
agree and consent that (i) each will only use the name "ING" as part of its name
and for no other purpose, (ii) each will not purport to grant any third party
the right to use the name "ING" and (iii) upon the termination of this
Agreement, the Trust and the Series shall, upon the request of the Adviser,
cease to use the name "ING", and shall use its best efforts to cause its
officers, Trustees and shareholders to take any and all actions which the
Adviser may request to effect the foregoing.
17. Any notice or other communications required to be given pursuant to this
Agreement shall be deemed to be given if delivered or mailed by registered mail,
postage paid to the other party at the address of such party set forth below or
at such other address as such party may from time to time specify in writing to
the other party.
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If to the Adviser:
ING Investments, LLC
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Attention: Secretary
If to the Trust or a Series:
ING Equity Trust
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Attention: Secretary
18. This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts. The terms "interested person",
"assignment", and "vote of the majority of the outstanding securities" shall
have the meaning set forth in the Investment Company Act.
19. The Declaration of Trust, establishing the Trust, a copy of which,
together with all amendments thereto (the "Declaration"), is on file in the
office of the Secretary of the Commonwealth of Massachusetts, provides that the
name "ING Equity Trust" refers to the Trustees under the Declaration
collectively as trustees, but not individually or personally; and no Trustee,
shareholder, officer, employee or agent of the Trust or a Series may be held to
any personal liability, nor may resort be had to their private property for the
satisfaction of any obligation or claim or otherwise in connection with the
affairs of the Trust, but the Trust property only shall be liable.
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
written above.
ING EQUITY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. Naka
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▇▇▇▇▇▇ ▇. Naka
Senior Vice President
ING INVESTMENTS, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
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SCHEDULE A
with respect to the
SECOND AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
between
ING EQUITY TRUST
and
ING INVESTMENTS, LLC
SERIES ANNUAL INVESTMENT MANAGEMENT FEE
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(as a percentage of average daily net assets)
ING Disciplined LargeCap Fund 0.70%
ING LargeCap Value Fund 0.90% on first $50 million of assets
0.85% on next $450 million of assets
0.80% thereafter
ING MidCap Opportunities Fund 1.00% on first $500 million of assets
0.90% thereafter
ING MidCap Value Choice Fund 1.00%
ING MidCap Value Fund 1.00% on first $50 million of assets
0.90% thereafter
ING Real Estate Fund 0.70%
ING SmallCap Opportunities Fund 1.00% of the first $100 million of assets
0.90% of the next $150 million of assets
0.80% of the next $250 million of assets
0.75% of assets in excess of $500 million
ING SmallCap Value Choice Fund 1.00%
ING SmallCap Value Fund 1.00% on first $50 million of assets
0.90% thereafter
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