Exhibit (h.1)
ADMINISTRATIVE SERVICES AGREEMENT
THIS AGREEMENT is entered into as of the 19th day of November 2003, by and
between ING PARTNERS, INC., a Maryland corporation (the "Company"), on behalf of
each of its series, and ING FUNDS SERVICES, LLC, a Delaware corporation (the
"Administrator"), with respect to the following recital of facts:
R E C I T A L
WHEREAS, the Company is registered as an open-end diversified management
investment company under the Investment Company Act of 1940 (the "1940 Act");
and
WHEREAS, the Administrator engages in the business of acting as an
administrator of investment companies; and
WHEREAS, the Company has established the separate series listed on the
attached Schedule A ("Initial Series") and the Company may, from time to time,
offer shares representing interests in one or more additional series
("Additional Series", referred to collectively with the Initial Series, as the
"Series"); and
WHEREAS, the Company, on behalf of each of its Series, and the
Administrator desire to enter into an agreement to provide for administrative
services for the Series on the terms and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
I. APPOINTMENT AND OBLIGATIONS OF THE ADMINISTRATOR
The Administrator is hereby appointed to serve as the administrator to the
Company, to provide the administrative services described herein and assume the
obligations set forth in Section II, subject to the terms of this Agreement and
the control of the Company's Board of Directors (the "Board"). The Administrator
shall, for all purposes herein, be deemed an independent contractor and shall
have, unless otherwise expressly provided or authorized, no authority to act for
or represent the Company in any way or otherwise be deemed an agent of the
Company or its Series.
II. DUTIES OF THE ADMINISTRATOR
In carrying out the terms of this Agreement, the Administrator shall:
A. provide office space, equipment and facilities (which may belong to the
Administrator or its affiliates) for maintaining the Company's organization, for
meetings of the Company's Board of Directors and shareholders, and for
performing administrative services hereunder;
B. supervise and manage all aspects of the Company's operations (other than
investment advisory activities), and supervise relations with, and monitor the
performance of, custodians, depositories, transfer and pricing agents,
accountants, attorneys, underwriters, brokers and dealers, insurers and other
persons in any capacity deemed to be necessary and desirable by the Board;
C. determine and arrange for the publication of the net asset value of the
shares of each Series;
D. provide non-investment related statistical and research data and such
other reports, evaluations and information as the Series may request from time
to time;
E. provide internal clerical, accounting and legal services, and stationery
and office supplies;
F. prepare, amend, and update (with the advice of the Company's counsel)
the Company's Registration Statement on Form N-1A and state Blue Sky filings,
and prepare any necessary proxy statements and all annual and semi-annual
reports to shareholders;
G. arrange for the printing and mailing (at the expense of the Company or
affected Series) of proxy statements and other reports or other materials
provided to shareholders;
H. prepare for execution and file each Series' federal and state tax
returns and required tax filings other than those required to be made by the
Series' custodian and transfer agent;
I. maintain the Company's existence, and during such times as the shares of
the Series are publicly offered, maintain the registration and qualification of
the shares under federal and state law;
J. keep and maintain the financial accounts and records of the Company;
K. develop and implement, if appropriate, management or shareholder
services designed to enhance the convenience of investing in the Series;
L. provide the Board on a regular basis with reports and analyses of the
Series' operations and the operations of comparable investment companies;
M. respond to inquiries from shareholders or participants of employee
benefit plans (for which the Administrator or any affiliate provides
recordkeeping) relating to the Series, concerning, among other things, exchanges
among Series, refer any such inquiries to the Company's officers or the Series'
transfer agent;
N. provide recordkeeping services; and
O. provide such information as may be reasonably requested by a shareholder
representative of or a participant in an employee benefit plan to comply with
applicable federal or state laws.
III. REPRESENTATIONS AND WARRANTIES
A. REPRESENTATIONS AND WARRANTIES OF THE ADMINISTRATOR
The Administrator hereby represents and warrants to the Fund as
follows:
1. Incorporation and Organization. The Administrator is duly organized
and is in good standing under the laws of the State of Delaware and is fully
authorized to enter into this Agreement and carry out its duties and obligations
hereunder.
2. Best Efforts. The Administrator at all times shall provide its best
judgment and effort to the Company in carrying out its obligations hereunder.
B. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
The Company, on behalf of each of its Series, hereby represents and
warrants to the Administrator as follows:
1. Incorporation and Organization. The Company has been duly
incorporated under the laws of the State of Maryland and it is authorized to
enter into this Agreement and carry out its terms.
2. Registration. The Company is registered as an investment company
with the SEC under the 1940 Act and shares of the Series are registered or
qualified for offer and sale to the public under the Securities Act of 1933 (the
"1933 Act") and all applicable state securities laws. Such registrations or
qualifications will be kept in effect during the term of this Agreement.
IV. CONTROL BY THE BOARD OF DIRECTORS
Any activities undertaken by the Administrator pursuant to this Agreement
on behalf of the Company shall at all times be subject to any directives of the
Board.
V. COMPLIANCE WITH APPLICABLE REQUIREMENTS
In carrying out its obligations under this Agreement, the Administrator
shall at all times conform to:
A. all applicable provisions of the 1940 Act;
B. the provisions of the Company's Registration Statement;
C. the provisions of the Company's Articles of Incorporation;
D. the provisions of the By-Laws of the Company; and
E. any other applicable provisions of state or federal law.
VI. DELEGATION OF RESPONSIBILITIES
All services to be provided by the Administrator under this Agreement may
be furnished by any directors, officers or employees of the Administrator or the
Administrator may retain the services of any other entity to provide certain
administrative duties under the Administrator's supervision.
VII. COMPENSATION
For the services to be rendered, the facilities furnished and the expenses
assumed by the Administrator, the Company, on behalf of each of its Series,
shall pay to the Administrator an annual fee, payable monthly, at the following
rates, based upon the average daily net assets of each of its Serie as shown in
the attached Schedule B.
Except as hereinafter set forth, compensation under this Agreement shall be
calculated and accrued daily at the rate of 1/365 of the annual administration
fee applied to the daily net assets of each Series. If this Agreement becomes
effective subsequent to the first day of a month or shall terminate before the
last day of a month, compensation for that part of the month this Agreement is
in effect shall be prorated in a manner consistent with the calculation of the
fees as set forth above.
VIII. NON-EXCLUSIVITY
The services of the Administrator to the Company are not to be deemed to be
exclusive, and the Administrator shall be free to render administrative or other
services to others (including other investment companies) and to engage in other
activities, so long as its services under this Agreement are not impaired
thereby. It is understood and agreed that officers and directors of the
Administrator may serve as officers or directors of the Company, and that
officers or directors of the Company may serve as officers or directors of the
Administrator to the extent permitted by law; and that the officers and
directors of the Administrator are not prohibited from engaging in any other
business activity or from rendering services to any other person, or from
serving as partners, officers, directors or trustees of any other firm or trust,
including other investment companies.
IX. TERM
This Agreement shall become effective with respect to each Initial Series
on the date of its execution and with respect to each Additional Series, on the
later of the date Schedule A is amended to reflect such Additional Series or the
date of the commencement of operations of the Additional Series. Unless
terminated in accordance with Section XI below, this Agreement shall remain in
full force and effect through November 30, 2004, with respect to each Initial
Series and, with respect to each Additional Series, for two years from the date
on which such Series becomes a Series hereunder.
X. RENEWAL
Following the expiration of its initial term with respect to a Series, this
Agreement shall continue in full force and effect for periods of one year
thereafter, provided that such continuance is specifically approved at least
annually by the Company's directors who are not parties to this Agreement or
"interested persons" as defined in the 1940 Act ("disinterested directors"), or
by the vote of the holders of a "majority" as so defined in Section 2(a)(42) of
the 1940 Act ("majority") of the outstanding voting securities of the Series and
by a majority of the disinterested directors.
XI. TERMINATION
Notwithstanding the foregoing, this Agreement may be terminated with
respect to a Series at any time, without the payment of any penalty, by vote of
the Company's directors or by vote of a majority of the Series' outstanding
voting securities, as defined in Section 2(a)(42) of the 1940 Act, or by the
Administrator, on sixty (60) days' written notice to the other party. Any
termination of this Agreement with respect to a Series will not require the
approval of any other Series, or the approval of a majority of the outstanding
voting securities of the Company unless such approval is required by applicable
law.
XII. LIABILITY OF ADMINISTRATOR AND INDEMNIFICATION
A. LIABILITY
The Administrator shall be liable to the Company and shall indemnify the
Company for any losses incurred by the Company, whether in the purchase, holding
or sale of any security or otherwise, to the extent that such losses resulted
from an act or omission on the part of the Administrator or its officers,
directors or employees, that is found to involve willful misfeasance, bad faith
or negligence, or reckless disregard by the Administrator of its duties under
this Agreement, in connection with the services rendered by the Administrator
hereunder.
B. INDEMNIFICATION
In the absence of willful misfeasance, bad faith, negligence or reckless
disregard of obligations or duties hereunder on the part of the Administrator or
any officer, director or employee of the Administrator, to the extent permitted
by applicable law, the Company hereby agrees to indemnify and hold the
Administrator harmless from and against all claims, actions, suits and
proceedings at law or in equity, whether brought or asserted by a private party
or a governmental agency, instrumentality or entity of any kind, relating to the
sale, purchase, pledge of, advertisement of, or solicitation of sales or
purchases, of any security by or on behalf of the Series, or issued by the
Series, in alleged violation of applicable federal, state or foreign laws, rules
or regulations.
XIII. MATERIALS FOR DISTRIBUTION TO SHAREHOLDERS
During the term of this Agreement, the Company shall furnish to the
Administrator at its principal office copies of all prospectuses, proxy
statements, reports to shareholders, sales literature and other material
referring to the Administrator that were prepared for distribution to
shareholders of the Company and to participants in employee benefit plans owning
interests in the Series (prior to the public distribution of such materials).
The Company shall not use any such materials that refer to the Administrator if
the Administrator reasonably objects in writing within five business days (or
such other time as the parties may agree) after receipt thereof, unless prior to
such use the material is modified in a manner that is satisfactory to the
Administrator. Subsequent to the termination of this Agreement, the Company will
continue to furnish to the Administrator copies of such materials. The Company
shall also furnish or otherwise make available to the Administrator other
information relating to the business affairs of the Company as the Administrator
reasonably requests from time to time.
XIV. NOTICES
Any notices under this Agreement shall be in writing, addressed and
delivered or mailed postage paid to the other party at such address as such
other party may designate for the receipt of such notice. Until further notice
to the other party, it is agreed that the address of the Administrator and the
Company is 0000 X. Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, Arizona.
XV. QUESTIONS OF INTERPRETATION
This Agreement shall be governed by the laws of the State of Delaware. Any
question of interpretation of any term or provision of this Agreement having a
counterpart in or otherwise derived from a term or provision of the 1940 Act
shall be resolved by reference to such term or provision of the 1940 Act and to
interpretations thereof, if any, by the United States Courts or, in the absence
of any controlling decision of any such court, by rules, releases or orders of
the SEC issued pursuant to said Act. In addition, where the effect of a
requirement of the 1940 Act reflected in the provisions of this Agreement is
revised by rule, release or order of the SEC, such provisions shall be deemed to
incorporate the effect of such rule, release or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers as of the date first written
above.
ING FUNDS SERVICES, LLC ING PARTNERS, INC. ON BEHALF OF EACH
OF ITS SERIES AS LISTED ON THE ATTACHED
SCHEDULE A
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
---------------------------- --------------------------------
Name: Xxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxxxxxxx
---------------------------- --------------------------------
Title: Executive Vice President Title: Vice President
---------------------------- --------------------------------
Schedule A
Series of ING Partners, Inc.
INITIAL SERIES:
o ING Xxxxx Aggressive Growth Portfolio
o ING Xxxxx Capital Appreciation Portfolio
o ING Xxxxx Growth Portfolio
o ING American Century Small Cap Value Portfolio
o ING Baron Small Cap Growth Portfolio
o ING DSI Enhanced Index Portfolio
o ING Xxxxxxx Xxxxx(R) Capital Growth Portfolio
o ING Xxxxxxx Sachs(R) Core Equity Portfolio
o ING JPMorgan Xxxxxxx International Portfolio
o ING JPMorgan Mid Cap Value Portfolio
o ING MFS Capital Opportunities Portfolio
o ING MFS Global Growth Portfolio
o ING MFS Research Equity Portfolio
o ING OpCap Balanced Value Portfolio
o ING PIMCO Total Return Portfolio
o ING Salomon Brothers Aggressive Growth Portfolio
o ING Salomon Brothers Fundamental Value Portfolio
o ING Salomon Brothers Investors Value Portfolio
o ING X. Xxxx Price Growth Equity Portfolio
o ING UBS Tactical Asset Allocation Portfolio
o ING Xxx Xxxxxx Xxxxxxxx Portfolio
Schedule B
Administrative Services Fees
--------------------------------------------------------------------------------
INITIAL SERIES
--------------------------------------------------------------------------------
o ING Xxxxx Aggressive Growth Portfolio .20%
--------------------------------------------------------------------------------
o ING Xxxxx Capital Appreciation Portfolio .20%
--------------------------------------------------------------------------------
o ING Xxxxx Growth Portfolio .20%
--------------------------------------------------------------------------------
o ING American Century Small Cap Value Portfolio .40%
--------------------------------------------------------------------------------
o ING Baron Small Cap Growth Portfolio .40%
--------------------------------------------------------------------------------
o ING DSI Enhanced Index Portfolio .20%
--------------------------------------------------------------------------------
o ING Xxxxxxx Xxxxx(R) Capital Growth Portfolio .20%
--------------------------------------------------------------------------------
o ING Xxxxxxx Sachs(R) Core Equity Portfolio .20%
--------------------------------------------------------------------------------
o ING JPMorgan Xxxxxxx International Portfolio .20%
--------------------------------------------------------------------------------
o ING JPMorgan Mid Cap Value Portfolio .35%
--------------------------------------------------------------------------------
o ING MFS Capital Opportunities Portfolio .25%
--------------------------------------------------------------------------------
o ING MFS Global Growth Portfolio .60%
--------------------------------------------------------------------------------
o ING MFS Research Equity Portfolio .15%
--------------------------------------------------------------------------------
o ING OpCap Balanced Value Portfolio .20%
--------------------------------------------------------------------------------
o ING PIMCO Total Return Portfolio .35%
--------------------------------------------------------------------------------
o ING Salomon Brothers Aggressive Growth Portfolio .13%
--------------------------------------------------------------------------------
o ING Salomon Brothers Fundamental Value Portfolio .20%
--------------------------------------------------------------------------------
o ING Salomon Brothers Investors Value Portfolio .20%
--------------------------------------------------------------------------------
o ING X. Xxxx Price Growth Equity Portfolio .15%
--------------------------------------------------------------------------------
o ING UBS Tactical Asset Allocation Portfolio .20%
--------------------------------------------------------------------------------
o ING Xxx Xxxxxx Xxxxxxxx Portfolio .35%
--------------------------------------------------------------------------------
