Exhibit (d)(6)
FORM OF INVESTMENT MANAGEMENT AGREEMENT
THIS AGREEMENT is made this 23rd day of September, 2002 by and between ING
EQUITY TRUST, a Massachusetts business trust (the "Trust"), on behalf of its
series listed on Schedule A (each a "Fund" and collectively, the "Funds"), as
such schedule may be amended from time to time, and ING INVESTMENTS, LLC, an
Arizona limited liability company (the "Investment Manager").
WITNESSETH
WHEREAS, the Trust is registered as an open-end, investment company under
the Investment Company Act of 1940, as amended (the "Investment Company Act"),
and the rules and regulations promulgated thereunder; and
WHEREAS, the Investment Manager is registered and will remain registered
during the term of this Agreement as an investment adviser under the Investment
Advisers Act of 1940, as amended (the "Investment Advisers Act"), and engages in
the business of acting as an investment adviser; and
WHEREAS, the Trust and the Investment Manager desire to enter into an
agreement to provide for the management of the assets of each Fund on the terms
and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable consideration, the receipt whereof is hereby
acknowledged, the parties hereto agree as follows:
1. Management. The Investment Manager shall act as investment adviser for the
Funds and shall, in such capacity, supervise the investment and reinvestment of
the cash, securities or other properties comprising each Fund's assets, subject
at all times to the policies and control of the Trust's Board of Trustees. The
Investment Manager shall give each Fund the benefit of its best judgment,
efforts and facilities in rendering its services as investment adviser. The
Investment Manager 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 Trust, on behalf of each of the Funds, in
any way or otherwise be deemed an agent of the Trust.
2. Duties of Investment Manager. In carrying out its obligation under paragraph
1 hereof, the Investment Manager shall: (a) supervise and manage all aspects of
the Funds' operations; (b) provide each of the Funds or obtain for each, and
thereafter supervise, such executive, administrative, clerical and shareholder
servicing services as are deemed advisable by the Trust's Board of Trustees; (c)
arrange, but not pay for, the periodic updating of prospectuses and supplements
thereto, proxy material, tax returns, reports to the Funds' shareholders and
reports to and filings with the Securities and Exchange Commission and state
Blue Sky authorities; (d) provide each of the Funds with, or obtain for each,
adequate office space and all necessary office equipment and services, including
telephone service, heat, utilities, stationery supplies and similar items for
each of the Funds' principal office; (e) provide the Board of Trustees of the
Trust on a regular basis with financial reports and analyses on the Funds'
operations and the operations of comparable investment companies; (f) obtain and
evaluate pertinent information about significant developments and economic,
statistical and financial data, domestic, foreign or otherwise, whether
affecting the economy generally or the Funds, and whether concerning the
individual issuers whose securities are included in a Fund or the activities in
which a Fund engages, or with respect to securities which the Investment Manager
considers desirable for inclusion in a Fund; (g) determine what issuers and
securities shall be represented in each of the Funds' respective portfolios and
regularly report them to the Board of Trustees of the Trust; (h) formulate and
implement continuing programs for the purchases and sales of the securities of
such issuers and regularly report thereon to the Board of Trustees of the Trust;
and (i) take, on behalf of each of the Funds, all actions which appear necessary
to carry into effect such purchase and sale programs and supervisory functions
as aforesaid, including the placing of orders for the purchase and sale of
portfolio securities.
3. Broker Dealer Relationships. The Investment Manager is responsible for
decisions to buy and sell securities for each of the Funds, broker-dealer
selection, and negotiation of brokerage commission rates. The Investment Manager
may select any affiliated person of the Trust or the Investment Manager to the
extent permitted pursuant to the Trust's procedures for securities transactions
with affiliated brokers pursuant to Section 17(e)(2) and Rule 17e-1 under the
Investment Company Act.
The Investment Manager's primary consideration in effecting a security
transaction will be execution at a price that is reasonable and fair compared to
the commission, fee or other remuneration received or to be received by other
brokers in connection with comparable transactions, including similar securities
being purchased or sold on a securities exchange during a comparable period of
time. In selecting a broker-dealer to execute each particular transaction, the
Investment Manager will take the following into consideration: the best net
price available; the reliability, integrity and financial condition of the
broker-dealer; the size of and difficulty in executing the order; and the value
of the expected contribution of the broker-dealer to the investment performance
of each of the Fund on a continuing basis. Accordingly, the price to a Fund in
any transaction may be less favorable than that available from another
broker-dealer if the difference is reasonably justified by other aspects of the
portfolio execution services offered.
Subject to such policies and procedures as the Board of Trustees may
determine, the Investment Manager shall not be deemed to have acted unlawfully
or to have breached any duty created by this Agreement or otherwise solely by
reason of its having caused a Fund to pay a broker or dealer that provides
brokerage and research services to the Investment Manager for a Fund's use an
amount of commission for effecting a portfolio investment transaction in excess
of the amount of commission another broker or dealer would have charged for
effecting that transaction, if the Investment Manager determines in good faith
that such amount of commission was reasonable in relation to
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the value of the brokerage and research services provided by such broker or
dealer, viewed in terms of either that particular transaction or the Investment
Manager's overall responsibilities with respect to a Fund. The Investment
Manager is further authorized to allocate the orders placed by it on behalf of a
Fund to such brokers and dealers who also provide research or statistical
material, or other services to a Fund or the Investment Manager for a Fund's
use. Such allocation shall be in such amounts and proportions as the Investment
Manager shall determine and the Investment Manager will report on said
allocations regularly to the Board of Trustees of the Trust indicating the
brokers to whom such allocations have been made and the basis therefore.
4. Control by Board of Trustees. Any investment program undertaken by the
Investment Manager pursuant to this Agreement, as well as any other activities
undertaken by the Investment Manager on behalf of a Funds pursuant thereto,
shall at all times be subject to any directives of the Board of Trustees of the
Trust.
5. Compliance with Applicable Requirements. In carrying out its obligations
under this Agreement, the Investment Manager shall at all times conform to: (a)
all applicable provisions of the Investment Company Act and the Investment
Advisers Act and any rules and regulations adopted thereunder as amended; and
(b) the provisions of the Registration Statement of the Trust under the
Securities Act of 1933, as amended, and the Investment Company Act; and (c) the
provisions of the Trust Instrument of the Trust, as amended; and (d) the
provisions of the By-laws of the Trust, as amended; and (e) any other applicable
provisions of state and federal law.
6. Expenses. The expenses connected with the Funds shall be allocable between
the Funds and the Investment Manager as follows:
(a) The Investment Manager shall furnish, at its expense and without cost
the Funds, the services of a President, Secretary and one or more Vice
Presidents of the Trust, to the extent that such additional officers may
be required by the Trust for the proper conduct of its affairs;
(b) The Investment Manager shall further maintain, at its expense and
without cost to the Funds, a trading function in order to carry out its
obligations under subparagraph (h) of paragraph 2 hereof to place orders
for the purchase and sale of portfolio securities for each of the Funds;
(c) Nothing in subparagraph (a) hereof shall be construed to require the
Investment Manager to bear: (i) any of the costs (including applicable
office space, facilities and equipment) of the services of a principal
financial officer of the Trust whose normal duties consist of maintaining
the financial accounts and books and records of the Funds; including the
review of calculations of net asset value and preparing tax returns; or
(ii) any of the costs (including applicable office space, facilities and
equipment) of the services of any of the personnel operating under the
direction of such principal financial officer. Notwithstanding the
obligation of the Funds to bear the expense of the functions referred to
in
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clauses (i) and (ii) of this subparagraph (c), the Investment Manager may
pay the salaries, including any applicable employment or payroll taxes and
other salary costs; of the principal financial officer and other personnel
carrying out such functions and the Funds shall reimburse the Investment
Manager therefor upon proper accounting.
(d) All of the ordinary business expenses incurred in the operations of
the Funds and the offering of shares shall be borne by the Funds unless
specifically provided otherwise in this paragraph. These expenses include,
but are not limited to, brokerage commissions, legal, auditing, taxes or
governmental fees, networking servicing costs, fund accounting servicing
costs, fulfillment servicing costs, the cost of preparing share
certificates, custodian, depository, transfer and shareholder service
agent costs, expenses of issue, sale, redemption and repurchase of shares,
expenses of registering and qualifying shares for sale, insurance premiums
on property or personnel (including officers and trustees if available) of
the Funds which inure to the Funds' benefit, expenses relating to trustee
and shareholder meetings, the cost of preparing and distributing reports
and notices to shareholders, the fees and other expenses incurred by the
Trust in connection with membership in investment company organizations
and the cost of printing copies of prospectuses and statements of
additional information distributed to shareholders.
7. Delegation of Responsibilities. The Investment Manager may delegate the
performance of certain investment advisory services, as described hereunder, to
a sub-adviser.
8. Compensation. For the services provided and the expenses assumed pursuant to
this Agreement, each Fund will pay the Investment Manager and the Investment
Manager will accept as full compensation therefor a fee computed daily and paid
monthly in arrears at the annual rate set forth on Schedule A, based on each
Fund's average daily net assets, computed in the manner set forth in the
Registration Statement of the Trust. If the fees payable to the Investment
Manager begin to accrue before the end of any month, or if this Agreement
terminates before the end of any month, then such fees for such month shall be
prorated according to the proportion which the partial period bears to the full
month in which such effectiveness or termination occurs. The Investment Manager
may from time to time and for such periods as it deems appropriate voluntarily
reduce its compensation hereunder (and/or voluntarily assume expenses) for a
Fund.
9. Non-Exclusivity. The services of the Investment Manager to each of the Funds
are not to be deemed to be exclusive, and the Investment Manager shall be free
to render investment advisory and corporate administrative or other services to
others (including other investment companies) and to engage in other activities.
It is understood and agreed that officers or members of the Investment Manager
may serve as officers or trustees of the Trust, and that officers or trustees of
the Trust may serve as officers or members of the Investment Manager to the
extent permitted by law; and that the officers and members of the Investment
Manager are not prohibited from engaging in any other
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business activity or from rendering services to any other person, or from
serving as partners, officers or partners of any other firm or corporation,
including other investment companies.
10. Term and Approval. This Agreement shall become effective as it pertains to a
Fund on the date first written above. Unless terminated as provided herein, the
Agreement shall continue in full force and effect with respect to each Fund
until the Reapproval Date set forth for such Fund on Schedule A to this
Agreement, and shall continue from year to year thereafter with respect to each
Fund provided that such continuance is specifically approved at least annually:
(a) (i) by the Trust's Board of Trustees or (ii) by the vote of a majority of
the Fund's outstanding voting securities (as defined in Section 2(a)(42) of the
Investment Company Act); and (b) by the affirmative vote of a majority of the
Trustees who are not parties to this Agreement or interested persons of a party
to this Agreement (other than as Trust trustees), by votes cast in person at a
meeting specifically called for such purpose.
11. Termination. This Agreement may be terminated at any time as it pertains to
a Fund, without the payment of any penalty, by vote of the Trust's Board of
Trustees or by vote of a majority of each Fund's outstanding voting securities,
or by the Investment Manager, on sixty (60) days' written notice to the other
party. The notice provided for herein may be waived by either party. This
Agreement shall automatically terminate as it pertains to all Funds in the event
of its assignment, the term "assignment" for the purpose having the meaning
defined in Section 2(a)(4) of the Investment Company Act.
12. Liability of Investment Manager and Indemnification. In the absence of
willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Investment Manager or any of
its officers, trustees or employees, the Investment Manager shall not be subject
to liability to the Trust or to the Funds or to any shareholder of the Funds for
any act or omission in the course of, or connected with, rendering services
hereunder or for any losses that may be sustained in the purchase, holding or
sale of any security. In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of obligations or duties hereunder on the part
of the Investment Manager or any officer, trustee or employee of the Investment
Manager, the Trust hereby agrees to indemnify and hold the Investment Manager
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 (whether of a Fund or otherwise) by the Trust, its officers, trustees,
employees or agents in alleged violation of applicable federal, state or foreign
laws, rules or regulations.
13. Limit of Liability. The terms "ING Equity Trust" and "Trustees" (of the
Trust) refer, respectively to the trust created and the Trustees, as trustees
but not individually or personally, acting from time to time under the Trust's
organizational documentation, to which reference is hereby made. The obligations
of "ING Equity Trust" entered into in the name or on behalf thereof by any of
the Trustees, representatives or agents are made
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not individually, but in such capacities and are not binding upon any of the
Trustees, shareholders or representatives of the Trust personally, but bind only
the assets of the Funds, and all persons dealing with the Funds or other series
of the Trust must look solely to the assets of the Funds for the enforcement of
any claims against the Trust.
14. License Agreement. The Trust shall have the non-exclusive right to use the
name "ING" to designate itself and any current or future series of shares only
so long as ING Investments, LLC serves as investment manager or adviser to the
Trust with respect to such series of shares. In the event that the Investment
Manager ceases to act as the investment manager to the Funds, the Trust shall
cease using the name "ING" upon the Investment Manager's written request.
15. Amendment of this Agreement. No provision of this Agreement may be changed,
waived, discharged or terminated orally, but only by an instrument in writing
signed by the party against which enforcement of the change, waiver, discharge
or termination is sought. Further, any material amendment, as determined by the
parties hereto with the assistance of legal counsel, shall not be effective
until approved: (a) (i) by the Trust's Board of Trustees and (ii) by the vote of
a majority of the Fund's or Funds', as applicable, outstanding voting securities
(as defined in Section 2(a)(42) of the Investment Company Act); and (b) by the
affirmative vote of a majority of the Trustees who are not parties to this
Agreement or interested persons of a party to this Agreement (other than as
Trust trustees), by votes cast in person at a meeting specifically called for
such purpose.
16. 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 Trust and that of the
Investment Manager shall be 0000 X. Xxxxxxxxxx Xxxxx Xxxx, Xxxxxxxxxx, Xxxxxxx
00000.
17. Questions of Interpretation. 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 Investment Company Act shall be resolved by reference
to such term or provision of the 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, regulations or orders of the Securities and Exchange
Commission issued pursuant to said Act. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is released by rules, regulation or order of the Securities and
Exchange Commission, such provision shall be deemed to incorporate the effect of
such rule, regulation or order.
18. Counterparts. This Agreement may be executed in counterparts, each of which
shall constitute an original and both of which, collectively, shall constitute
one agreement.
19. Miscellaneous. The captions in this Agreement are included for convenience
of reference only and in no way define or delimit any of the provisions hereof
or otherwise
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affect their construction or effect. 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. This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and shall be governed by the laws of the Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in duplicate by their respective officers on the day and year first
above written.
ING EQUITY TRUST
By: __________________________________
Xxxxxx X. Naka
Senior Vice President
ING INVESTMENTS, LLC
By: __________________________________
Xxxxxxx X. Xxxxxx
Executive Vice President
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SCHEDULE A
WITH RESPECT TO THE
INVESTMENT MANAGEMENT AGREEMENT
BETWEEN
ING EQUITY TRUST
AND
ING INVESTMENTS, LLC
EFFECTIVE SEPTEMBER 23, 2002
ANNUAL INVESTMENT
MANAGEMENT FEE
--------------
(as a percentage
of average daily LAST CONTINUED/
SERIES net assets) APPROVED BY BOARD REAPPROVAL DATE
------ ----------------- ---------------
ING Tax Efficient Equity Fund 0.80% August 20, 2002 September 1, 2003
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