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Exhibit (h)(5)
FORM OF ADMINISTRATION AGREEMENT
AGREEMENT made this ___ day of November, 2000 between ING Funds Trust
(the "Fund"), a Delaware business trust, and ING Pilgrim Group, Inc. (the
"Administrator"), a Delaware corporation.
WHEREAS, the Fund is an open-end management investment company of the
series type registered under the Investment Company Act of 1940, as amended (the
"1940 Act");
WHEREAS, the Fund desires to avail itself of the services of the
Administrator for the provision of administrative services for the Fund; and
WHEREAS, the Administrator is willing to render such services to the
Fund;
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 Fund 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 the Fund. The Administrator accepts such
appointment and agrees to render the services set forth herein.
2. Services of the Administrator. Subject to the general
supervision of the Board of Trustees of the Fund, the Administrator shall
provide the following administrative services:
(a) Provide coordination among the investment adviser, custodian,
transfer agent, dividend disbursing agent, and portfolio accounting agent,
accountants, attorneys, and other parties performing services or operational
functions for the Fund;
(b) Arrange for meetings of the Fund's Board of Trustees and, in
connection therewith, provide the Board with necessary or appropriate
information for its meetings;
(c) Provide non-investment related statistical and research data
and such other reports, evaluations and information as the Funds may reasonably
request from time to time;
(d) Render to the Board of Trustees of the Fund such periodic and
special reports as the Board may reasonably request;
(e) Make available its officers and employees to the Board of
Trustees and officers of the Fund for consultation and discussions regarding the
administration of the Fund and the services provided to the Fund under this
Agreement;
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(f) Develop and implement, if appropriate, management and
shareholder services designed to enhance the value or convenience of the Fund as
an investment vehicle; and
(g) Respond to inquiries from shareholders or their agents or
representatives relating to the Fund in accordance with normal mutual fund
industry standards, concerning, among other things, account information, or
referring any such inquiries to the Fund's officers, distributor, or transfer
agent.
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 Fund
and with the instructions and directions of the Board of Trustees of the Fund
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 Fund
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 the Fund) and to engage in other
activities, so long as its services hereunder are not impaired thereby.
5. Expenses. Nothing in this agreement shall be deemed to inhibit
the Fund or its officers from engaging, at the expense of the Fund, other
persons to assist in providing administrative services to the Fund including,
but not limited to, accounting agents, recordkeeping agents, proxy solicitation
agents, attorneys, accountants, consultants and others. 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 Fund under this Agreement and such expenses as are assumed by the investment
adviser pursuant to an Investment Management Agreement. The Fund 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 the Fund's net asset value; taxes, if any,
and the preparation of the Fund'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 Fund
under federal and state laws and regulations; salaries of personnel involved in
placing orders for the execution of the Fund'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 director
meetings; expenses of printing and distributing prospectuses and statements of
additional information to existing shareholders; fees and expenses of Trustees
of the Fund who are not "interested persons" of the Fund as that term is defined
in the Investment Company Act of 1940; trade association dues; insurance
premiums; and extraordinary expenses such as litigation expenses. To the extent
the Administrator incurs any costs or performs any
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services which are an obligation of the Fund, as set forth herein, the Fund
shall promptly reimburse the Administrator for such costs and expenses. To the
extent the services for which the Fund is obligated to pay are performed by the
Administrator, the Administrator shall be entitled to recover from the Fund only
to the extent of its costs for such services.
6. Compensation. For the services provided by the Administrator
pursuant to this Agreement, the Fund will pay to the Administrator the annual
fee 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 Fund in that
fiscal year of the Fund. The Administrator shall look solely to the Fund
property for satisfaction of claims of any nature against the Fund or a trustee,
officer, employee or agent of the Fund arising in connection with the affairs of
the Fund.
8. Continuation and Termination. This Agreement shall become
effective on the date first written above, subject to the condition that the
Fund'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 so long as such continuance is specifically approved at least
annually by the vote of a majority of the Board of Trustees of the Fund,
including a majority of the Board of Trustees of the Fund who are not parties to
this Agreement or "interested persons" (as defined in the 0000 Xxx) of the Fund
or the Administrator.
This Agreement may be terminated by the Fund at any time, without the
payment of any penalty, by vote of a majority of the Board of Trustees of the
Fund 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 Fund.
9. Limitation of Liability of Trustees. Notice is hereby given
that this Agreement is executed by an officer of the Fund on behalf of the
Trustees of the Fund, as Trustees and not individually, and that the obligations
of this Agreement with respect to the Fund shall be binding upon the assets and
the properties of the Fund only and shall not be binding
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upon the assets or properties of the Trustees, officers, employees, agents or
shareholders of the Fund 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 FUNDS TRUST
By:
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Title
ING PILGRIM GROUP, INC.
By:
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Title
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SCHEDULE A
Administrative Fee
0.10% of the Fund's average daily net assets of the following series of the ING
Funds Trust:
ING Intermediate Bond Fund
ING High Yield Bond Fund
ING International Bond Fund
ING National Tax-Exempt Bond Fund
ING Large Cap Growth Fund
ING Growth & Income Fund
ING Mid Cap Growth Fund
ING Small Cap Growth Fund
ING Global Brand Names Fund
ING International Equity Fund
ING Emerging Markets Equity Fund
ING European Equity Fund
ING Tax Efficient Equity Fund
ING Focus Fund
ING Global Information Technology Fund
ING Global Real Estate Fund
ING Internet Fund
ING National Tax-Exempt Money Market Fund
ING Global Communications Fund
ING Internet Fund II
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