Exhibit (d)(3)(E)
ADMINISTRATION AGREEMENT
ING INVESTORS TRUST
THIS AGREEMENT made this ____ day of ____________________, 2003, between
ING Investors Trust (the "Trust"), a Massachusetts 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 Trustees (the "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 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 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
1
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 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 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 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 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 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
2
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, payable monthly in arrears, 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.
8. Continuation and Termination. This Agreement shall become effective
on the date first written above, subject to the condition that the 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 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
Trustees of the Trust, including a majority of the Trustees of the Trust who are
not parties to this Agreement or "interested persons" (as defined in the 0000
Xxx) 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 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)
3
days' written notice to the Trust.
9. Amended and Restated Agreement and Declaration of Trust. A copy of
the Amended and Restated Agreement and Declaration of Trust for the Trust is on
file with the Secretary of the Commonwealth of Massachusetts. The Amended and
Restated Agreement and Declaration of Trust has been executed on behalf of the
Trust by Trustees of the Trust in their capacity as Trustees of the Trust and
not individually. The obligations of this Agreement shall be binding upon the
assets and property of the Trust and shall not be binding upon any Trustee,
officer or shareholder of the Trust individually. In addition, the Administrator
agrees that the obligations assumed by the Trust on behalf of the Series
pursuant to this Agreement shall be limited in all cases to the applicable
Series and its assets, and the Administrator shall not seek satisfaction of any
such obligation from any other series of the Trust. The Administrator
understands that the assets and liabilities, and the rights and obligations
associated therewith of each Series under the Declaration are separate and
distinct from those of any and all other Series.
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
Commonwealth of Massachusetts, 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.
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 INVESTORS TRUST
By:
-----------------------------------
Xxxxxx X. Naka
Senior Vice President
ING FUNDS SERVICES, LLC
By:
-----------------------------------
Xxxxxxx X. Xxxxxx
Executive Vice President
4
SCHEDULE A
TO THE
ADMINISTRATION AGREEMENT
ING INVESTORS TRUST
ANNUAL ADMINISTRATION FEE
-------------------------
SERIES(1) (as a percentage of average daily net assets)
-------
ING American Funds Growth 0.10% if the Series has not invested all or
Portfolio substantially all of its assets in another
investment company or 0.00% if the Series
invests all or substantially all of its assets
in another investment company
ING American Funds 0.10% if the Series has not invested all or
International Portfolio substantially all of its assets in another
investment company or 0.00% if the Series
invests all or substantially all of its assets
in another investment company
ING American Funds 0.10% if the Series has not invested all or
Growth-Income Portfolio substantially all of its assets in another
investment company or 0.00% if the Series
invests all or substantially all of its assets
in another investment company
----------
(1) This Schedule A to the Administration Agreement will be effective with
respect to the Series upon the effective date of the post effective amendment to
the Trust's Registration Statement with respect to each Series.
5
