EXHIBIT h(2)
RESTATED ADMINISTRATIVE SERVICES AGREEMENT
This RESTATED ADMINISTRATIVE SERVICES AGREEMENT (this "Agreement"),
effective February 25, 2004, restates the Third Amended and Restated
Administrative Services Agreement dated August 1, 1998, as amended and restated,
between ING Equity Trust (formerly, Pilgrim Equity Trust) (the "Trust"), on
behalf of each series of the Trust set forth on SCHEDULE A hereto, as such
schedule may be amended from time to time to add additional series, and ING
Funds Services, LLC (formerly ING Pilgrim Group, LLC) (the "Administrator").
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; and
WHEREAS, the Trust desires to retain the Administrator to render certain
administrative services to the Trust's series listed on SCHEDULE A hereto, as
such schedule may be amended from time to time, and the Administrator is willing
to render such services.
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 (the "Board"), 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 listed on SCHEDULE A
(individually and collectively referred to herein as "Series"). The
Administrator accepts such appointment and agrees to render the services 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 or amend SCHEDULE A to this Agreement, whereupon such additional series
shall become a Series hereunder.
2. Services of the Administrator. Subject to the general supervision of
the Trust's Board, 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; (viii) arranging for meetings of the Trust's Board and, in connection
therewith, providing the Board with necessary or appropriate information for its
meetings; (ix) providing non-investment related statistical and research data
and such other reports, evaluations and information as the Trust may request
from time to time; (x) maintaining the Trust's existence, and during such time
as shares of the Trust are publicly offered, maintaining the registration and
qualification of the Trust's shares under federal and state law; and (xi)
responding to inquiries from shareholders or their agents or representatives
relating to the Trust, concerning, among other things, exchanges among funds, or
referring any such inquiries to the Trust's officers or Transfer Agent. 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 Trust's Board such periodic and special reports as
the Board may reasonably request.
(c) Make available its officers and employees to the Board 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.
(d) Develop and implement, if appropriate, management and
shareholder services designed to enhance the value or convenience of the Trust
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 Trust and with the instructions and directions
of the Trust's Board and will conform to, and comply with, the requirements of
the 1940 Act and all other applicable federal and state laws and regulations.
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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' sub-adviser pursuant to a
Sub-Advisory 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; 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 Jo 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 7 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
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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.
8. Continuation and Termination. This Agreement shall become effective on
the date first written above, subject to the condition that the Trust's Board,
including a majority of those Trustees who are not interested persons (as such
term is defined in the ▇▇▇▇ ▇▇▇) of the Administrator shall have approved this
Agreement. Unless terminated as provided herein, the Agreement shall continue in
full force and effect with respect to each Series until SEPTEMBER 1, 2004, 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 Trust's Board, including a majority of the Trust's Board who are
not parties to this Agreement or "interested persons" (as defined in the ▇▇▇▇
▇▇▇) 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 Trust's Board 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
Delaware, 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.
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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 EQUITY TRUST
By: /s/ ▇▇▇▇▇▇ ▇. Naka
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▇▇▇▇▇▇ ▇. Naka
Senior Vice President
ING FUNDS SERVICES, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
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SCHEDULE A
WITH RESPECT TO THE
RESTATED ADMINISTRATIVE SERVICES AGREEMENT
BETWEEN
ING EQUITY TRUST
AND
ING FUNDS SERVICES, LLC
SERIES ADMINISTRATIVE FEE
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(as a percentage of average daily net assets)
ING Principal Protection Fund 0.10%
ING Principal Protection Fund II 0.10%
ING Principal Protection Fund III 0.10%
ING Principal Protection Fund IV 0.10%
ING Principal Protection Fund V 0.10%
ING Principal Protection Fund VI 0.10%
ING Principal Protection Fund VII 0.10%
ING Principal Protection Fund VIII 0.10%
ING Principal Protection Fund IX 0.10%
ING Principal Protection Fund X 0.10%
ING Principal Protection Fund XI 0.10%
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