FORM OF ADMINISTRATION AGREEMENT
AGREEMENT made the __ day of ___, between ________ and ING
Pilgrim Group, LLC (the "Administrator"), a Delaware corporation.
WHEREAS, the Trust is an open-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Trust is authorized to issue shares of beneficial
interest in separate series with each such series representing interests in a
separate portfolio of securities and other assets;
WHEREAS, the Trust may offer shares of additional series in
the future, and currently intends to offer shares of additional series in the
future;
WHEREAS, the Trust desires to avail itself of the services of
the Administrator for the provision of administrative services for the Trust;
and
WHEREAS, the Administrator is willing to render such services
to the Trust;
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 Trust 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 each series of the Trust (individually and
collectively referred to herein as "Series"). The Administrator accepts such
appointment and agrees to render the services herein set forth herein.
In the event the Trust establishes and designates additional
series with respect to which it desires to retain the Administrator to render
administrative services hereunder, it shall notify the Administrator in writing.
If the Administrator is willing to render such services, it shall notify the
Trust in writing, whereupon such additional series shall become a Series
hereunder.
2. Services of the Administrator. Subject to the general
supervision of the Board of Trustees of the Trust, the Administrator shall
provide the following administrative services with respect to the Series:
(a) Provide all administrative services reasonably necessary
for the operation of the Trust and the Series other than the investment advisory
services performed by the adviser or sub-adviser to the Series, including, but
not limited to, (i) coordinating all matters relating to the operation of the
Series, including any necessary coordination among the Investment Manager,
custodian, transfer agent, dividend disbursing agent, and portfolio accounting
agent (including pricing and valuation of the Series' portfolios), accountants,
attorneys, and other parties
performing services or operational functions for the Trust; (ii) maintaining or
supervising the maintenance by third parties selected by the Trust of such books
and records of the Trust and the Series as may be required by applicable federal
or state law; (iii) preparing or supervising the preparation by third parties
selected by the Trust of all federal, state, and local tax returns and reports
relating to the Series required by applicable law; (iv) preparing and filing,
with the assistance of counsel, and arranging for the distribution of proxy
materials and periodic reports to shareholders of the Series as required by
applicable law; (v) 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; (vi) taking such other action
with respect to the Trust as may be required by applicable law in connection
with the Series, including without limitation the rules and regulations of the
SEC and other regulatory agencies; (vii) providing the Trust, at the
Administrator's expense, with adequate personnel, office space, communications
facilities, and other facilities necessary for operation of the Series as
contemplated in this Agreement; and (viii) arranging for meetings of the Trust's
Board of Trustees and, in connection therewith, providing the Board with
necessary or appropriate information for its meetings. Nothing in this provision
shall be deemed to inhibit the Trust or its officers from engaging, at the
expense of the Trust, other persons to assist in providing administrative
services to the Trust and the Series 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 Trust such periodic
and special reports as the Board may reasonably request; and
(c) Make available its officers and employees to the Board of
Trustees and officers of the Trust for consultation and discussions regarding
the administration of the Trust and its Series and the services provided to the
Trust under this Agreement.
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 Trust and with the
instructions and directions of the Board of Trustees of the Trust 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 Trust
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 any of the Series) and to engage
in other activities, so long as its services hereunder are not impaired thereby.
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
Trust under this Agreement and such expenses as are assumed by a Series'
investment adviser pursuant to an Investment Management Agreement or by a
Series'
-2-
sub-adviser pursuant to a Portfolio Management Agreement. The Trust 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 each Trust's net asset value; taxes, if
any, and the preparation of the Trust'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
Trust under federal and state laws and regulations (including the salary of
employees of the Administrator engaged in the registering and qualifying of
shares of the Trust under federal and state laws and regulations or a pro-rata
portion of the salary of employees to the extent so engaged); salaries of
personnel involved in placing orders for the execution of the Trust's portfolio
transactions; 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 Trust; trade association dues; insurance
premiums; extraordinary expenses such as litigation expenses. To the extent the
Administrator incurs any costs or performs any services which are an obligation
of the Trust, as set forth herein, the Trust shall promptly reimburse the
Administrator for such costs and expenses. To the extent the services for which
the Trust is obligated to pay are performed by the Administrator, the
Administrator shall be entitled to recover from the Trust only to the extent of
its costs for such services.
6. Compensation. For the services provided by the
Administrator to each Series pursuant to this Agreement, each Series will pay to
the Administrator the annual fee for such Series set forth in Schedule A hereto.
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 8 in any year shall be
limited to the revenues of the Administrator derived from the Trust in that
fiscal year of the Trust. The Administrator shall look solely to Trust property
for satisfaction of claims of any nature against the Trust or a trustee,
officer, employee or agent of the Trust arising in connection with the affairs
of the Trust. Moreover, the debts, liabilities, obligations and expenses
incurred, contracted for or otherwise existing with respect to a Series shall be
enforceable against the assets and property of that Series only, and not against
the assets or property of any other series of the Trust.
-3-
8. Continuation and Termination. This Agreement shall become
effective on the date first written above, subject to the condition that the
Trust's Board of Trustees, including a majority of those Trustees who are not
interested persons (as such term is defined in the 0000 Xxx) of the
Administrator, shall have approved this Agreement. 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 with respect to each Series so long as such continuance is
specifically approved at least annually by the vote of a majority of the Board
of Trustees of the Trust, including a majority of the Board of Trustees of the
Trust who are not parties to this Agreement or "interested persons" (as defined
in the 0000 Xxx) of the Trust or the Administrator.
This Agreement may be terminated by the Trust at any time, without the payment
of any penalty, by vote of a majority of the Board of Trustees of the Trust or
by a vote of a majority of the outstanding voting shares of the Trust, or with
respect to a Series, by vote of a majority of the outstanding voting shares of
such Series, 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 Trust.
9. Limitation of Liability of Trustees. Notice is hereby given
that this Agreement is executed by an officer of the Trust on behalf of the
trustees of the Trust, as trustees and not individually, and that the
obligations of this Agreement with respect to the Trust shall be binding upon
the assets and the properties of the Trust only and shall not be binding upon
the assets or properties of the trustees, officers, employees, agents or
shareholders of the Trust individually.
10. Counterparts. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an original.
11. 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.
(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.
-4-
SCHEDULE A
Administrative Fee
[Insert Fund] 0.10% of the average daily net assets of the Fund.
-5-
AMENDMENT TO ADMINISTRATION AGREEMENT
This is an amendment dated ____ to the Administration Agreement ("Agreement")
between [Insert Fund] and ING Pilgrim Group, LLC, which was made the __ day of
____.
WHEREAS, The Board of Trustees has determined that it is in the best interest of
the Trust to synchronize the annual renewal of this Agreement with the renewal
of the Trust's investment management agreement, which also requires annual
renewal by the Trust's Board of Trustees, to facilitate the Trust's compliance
schedule and administration.
THEREFORE, the parties agree that this Agreement, as amended, shall be dated
September 1, 2001.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year set forth
above.
[INSERT FUND]
By:_________________________________
Xxxxxx X. Naka
Senior Vice President
ING PILGRIM GROUP, LLC
By:_________________________________
Xxxxxxx X. Xxxxxx
Senior Vice President
-6-
