Exhibit 99.(j)(ii)
FT INTERACTIVE
FEE ALLOCATION AGREEMENT
FT INTERACTIVE FEE ALLOCATION AGREEMENT, made as of the 21st day of August
2003 (the "Agreement") is entered into by and among the ING funds listed on
SCHEDULE A attached hereto (each a "Fund," collectively the "Funds") each acting
on its own behalf, and on behalf of its series portfolios.
WHEREAS, the Board of Directors/Trustees of each Fund (the "Board") has
authorized the retention of an independent fair value pricing information
service, FT Interactive Data Corporation ("FT"), in accordance with the Funds'
valuation procedures; and
WHEREAS, ING Investments, LLC ("ING Investments"), has entered into a
Services Agreement with FT dated as of the 1st day of March 2000 on behalf of
certain Customers, as such term is defined in the Services Agreement. (All
capitalized terms, unless herein defined, will have the meaning set forth in the
Services Agreement.) The FundRun Schedule of Data Services commencing on
February 3, 2003, as amended, sets forth the cost of FT's fair valuation
services ("FT Fees") in connection with the certain Customers including the
Funds set forth on SCHEDULE A; and
WHEREAS, the Funds now desire to establish (i) the criteria by which the FT
Fees shall be allocated among the Funds in connection with the fees set forth in
the FundRun Schedule of Data Services; and (ii) the basis on which additional
Funds may be added to the Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED by and among the Funds as follows:
SECTION 1. ALLOCATION OF FT FEES
Each Fund shall pay on behalf of itself, and its series portfolios, a
portion of the FT Fees based upon the following allocation:
Each Fund will pay a pro rata portion of the FT Fees based upon the
percentage of each Fund's portfolios' net assets that are invested in equity
securities traded on a foreign exchange as determined at each month-end.
SECTION 2. PAYMENT OF FT FEES
Each Fund will pay a portion of the FT Fees as specified in Section 1
above. Such amounts will be calculated by ING Fund Services, LLC and
communicated to each Fund's Custodian. Payments shall be forwarded by each Fund
to FT monthly as follows:
FT Interactive Data
X.X. Xxx 00000
Xxxxxxx, XX 00000
SECTION 3. ADDITIONAL FUNDS
(a) If ING Investments adds any additional Funds to the Services
Agreement through an amendment to the FundRun Schedule of Data Services, in
connection with FT's fair valuation of equity securities traded on a foreign
exchange services, such Fund and its portfolios shall become subject to this
Agreement immediately upon being added to the SCHEDULE A.
(b) Each additional Fund that becomes subject to this Agreement in
accordance with Section 3(a) above shall pay a portion of the FT Fees as
described in Section 1 above based on the percentage of such Fund's portfolios'
net assets that are invested in equity securities traded on a foreign exchange
as determined at the first month-end after such Fund becomes subject to this
Agreement. Such allocation will be adjusted monthly thereafter.
SECTION 4. CONTINUATION AND TERMINATION
The Agreement shall become effective on the date first written above. It
shall continue with respect to a Fund until such Fund is removed as a Customer
from the FundRun Schedule of Data Services provided that such Fund's portion of
the FT Fees have been paid for the period that the Fund utilized FT's services.
The Agreement shall terminate for all Funds upon termination of the
Services Agreement and FundRun Schedule of Data Services provided that all FT
Fees have been paid for the period that the Funds utilized FT's services.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers as of the date and year first above
written.
ON BEHALF OF ALL FUNDS
SET FORTH ON SCHEDULE A
/s/ Xxxxxxx X. Xxxxxx
---------------------
By: Xxxxxxx X. Xxxxxx*
Executive Vice President
* Duly authorized to execute and deliver this Agreement on behalf of each
Fund set forth on Schedule A to the Agreement.
