(h)(6)
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 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 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
------------------------------
▇▇▇▇▇▇ ▇. Naka
Senior Vice President
ING FUNDS SERVICES, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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
Administrative Fee
Series (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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