EXHIBIT h(1)
ADMINISTRATION AGREEMENT
THIS AGREEMENT made this 23rd day of September, 2002, between ING
MUTUAL FUNDS (the "Trust"), a Delaware business trust, and ING Funds Services,
LLC (the "Administrator"), a Limited Liability Company organization under the
laws of Delaware.
WHEREAS, the Trust is an open-end management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"); and
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; and
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, 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 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 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 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; (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; (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 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.
(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 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
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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 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,
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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 of Trustees, including a majority of those Trustees who are not
interested persons (as such term is defined in the ▇▇▇▇ ▇▇▇) of the
Administrator, and the shareholders of each Series, 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 the Reapproval Date set
forth for such Series in Schedule A to 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 ▇▇▇▇ ▇▇▇) 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 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 MUTUAL FUNDS
By: /s/ ▇▇▇▇▇▇ ▇. Naka
-------------------------------------
▇▇▇▇▇▇ ▇. Naka
Senior Vice President
ING FUNDS SERVICES, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President
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SCHEDULE A
TO THE
ADMINISTRATION AGREEMENT
BETWEEN
ING MUTUAL FUNDS
AND
ING FUNDS SERVICES, LLC
DATED: SEPTEMBER 23, 2002
ADMINISTRATIVE FEE
------------------ LAST CONTINUED/
SERIES (as a percentage of APPROVED BY BOARD REAPPROVAL DATE
------ average daily net assets) ----------------- ---------------
ING Emerging Countries Fund 0.10% August 20, 2002 September 1, 2003
ING Global Real Estate Fund 0.10% August 20, 2002 September 1, 2003
ING Global Technology Fund 0.10% August 20, 2002 September 1, 2003
ING International Fund 0.10% August 20, 2002 September 1, 2003
ING International SmallCap Growth Fund 0.10% August 20, 2002 September 1, 2003
ING Precious Metals Fund 0.10% August 20, 2002 September 1, 2003
ING Russia Fund 0.10% August 20, 2002 September 1, 2003
ING Worldwide Growth Fund 0.10% August 20, 2002 September 1, 2003
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