Exhibit 99.B(2)(k)(IV)
SECURITIES LENDING AGREEMENT AND GUARANTY
AGREEMENT, dated as of August 7, 2003, between each Investment Company
listed on Exhibit A hereto, for itself and for each Series listed on Exhibit A
(each Investment Company and each Series is hereinafter referred to as
"Lender"), and The Bank of New York ("Bank").
ARTICLE I
DEFINITIONS
Whenever used in this Agreement, unless the context otherwise requires, the
following words shall have the meanings set forth below:
1. "Act of Insolvency" shall mean (i) the filing by a Borrower of a
petition in bankruptcy or a petition seeking reorganization, liquidation or
similar relief, or the filing of any such petition against a Borrower which is
not dismissed or stayed within 60 calendar days, (ii) the adjudication of a
Borrower as bankrupt or insolvent, (iii) the seeking or consenting to the
appointment of a trustee, receiver or liquidator by a Borrower, or (iv) the
making of a general assignment for the benefit of creditors by a Borrower or a
Borrower's admission in writing of its inability to pay its debts as they become
due.
2. "Account" shall mean the custodial account established and maintained
by Bank on behalf of Lender for the safekeeping of Securities and monies
received by Bank from time to time.
3. "Approved Investment" shall mean any type of security, instrument,
participation or interest in property, as set forth on Schedule I hereto (which
may be amended from time to time by execution of a revised Schedule I, I-A or
I-B) in which Cash Collateral may be invested or reinvested by Bank in
accordance with Paragraph 2 of Article IV hereof.
4. "Authorized Person" shall mean any officer of Lender and any other
person, whether or not any such person is an officer or employee of Lender, duly
authorized by corporate resolutions of the Board of Lender to give Oral and/or
Written Instructions on behalf of Lender, such persons to be designated in a
Certificate which contains a specimen signature of such person.
5. "Board" shall mean the Board of Directors or Board of Trustees of the
Funds, as applicable.
6. "Book-Entry System" shall mean the Federal Reserve/Treasury Automated
book-entry system for receiving and delivering Government Securities (as defined
herein), its successors and nominees.
7. "Borrower" shall mean any entity named on a certificate supplied by
Lender to Bank (as such Certificate may be amended by Lender from time to time),
other than any entity deleted from such Certificate by Bank.
8. "Business Day" shall mean any day on which Bank is open for business
and on which the Book-Entry System and/or the applicable Depositories are open
for business.
9. "Cash Collateral" shall mean either fed funds or New York Clearing
House funds, as applicable for a particular Loan.
10. "Certificate" shall mean any notice, instruction, schedule or other
instrument in writing, authorized or required by this Agreement to be given to
Bank, which is actually received by Bank and signed on behalf of Lender by an
Authorized Person or a person reasonably believed by Bank to be an Authorized
Person.
11. "Collateral" shall mean Government Securities and/or Cash Collateral.
12. "Collateral Account" shall mean a segregated account in the name of
Lender established and maintained by Bank for the purpose of holding Collateral,
Approved Investments and Proceeds.
13. "Collateral Requirement" shall mean with respect to Loans an amount
equal to 102% of the then current Market Value of Loaned Securities which are
the subject of Loans as of the close of trading on the preceding Business Day.
14. "Depository" shall mean the Depository Trust Company, Participants
Trust Company and any other securities depository or clearing agency (and their
respective successors and nominees) registered with the Securities and Exchange
Commission or otherwise authorized to act as a securities depository or clearing
agency.
15. "Distributions" shall mean interest, dividends and other payments and
distributions payable by Borrowers to Bank
for the account of Lender pursuant to the Securities Borrowing Agreement with
Bank in respect of Loaned Securities.
16. "Government Security" shall mean securities that are both (a)
book-entry Treasury Securities (as defined in 31 C.F.R. Part 357.2) or any other
securities issued or fully guaranteed by the United States government or an
agency, instrumentality or establishment of the United States government and (b)
marked with a "YES" on Schedule I-B hereto.
17. "Loan" shall mean a loan of Securities hereunder.
18. "Loaned Security" shall mean any Security which is subject to a Loan.
19. "Market Value" shall mean (a) with respect to Government Securities,
the price of such Securities as quoted by a nationally recognized pricing
information service at the time the determination of Market Value is made, plus
accrued but unpaid interest, if any, on the particular Security, (b) with
respect to other Securities, the price of such Securities as quoted by a
nationally recognized pricing information service at the time such determination
is made, plus accrued but unpaid interest, if any, to the extent not included in
the price as quoted, and (c) with respect to Cash Collateral, its amount.
Notwithstanding the foregoing, Lender may dispute any such price, in which case
Lender and Bank will negotiate an adjustment (if appropriate).
20. "Oral Instructions" shall mean verbal instructions actually received
by Bank from an Authorized Person or from a person reasonably believed by Bank
to be an Authorized Person.
21. "Proceeds" shall mean any interest, dividends and other payments and
distributions received by Bank in respect of Collateral and Approved
Investments.
22. "Rebate" shall mean the amount payable by Lender to a Borrower in
connection with Loans at any time collateralized by Cash Collateral.
23. "Receipt" shall mean an advice or confirmation setting forth the terms
of a particular Loan.
24. "Securities Borrowing Agreement" shall mean the agreement pursuant to
which Bank lends securities to a Borrower on behalf of its customers (including
Lender) from time to time.
25. "Securities Loan Fee" shall mean the amount payable by a Borrower to
Bank pursuant to the Securities Borrowing Agreement in connection with Loans
collateralized by Collateral other than Cash Collateral.
26. "Security" shall include Government Securities, common stock and other
equity securities, bonds, debentures, corporate debt securities, notes,
mortgages or other obligations, and any certificates, warrants or other
instruments representing rights to receive, purchase, or subscribe for the same,
or evidencing or representing any other rights or interests therein.
27. "Written Instructions" shall mean written communications actually
received by Bank from an Authorized Person or from a person reasonably believed
by Bank to be an Authorized Person by letter, memorandum, telegram, cable,
telex, telecopy, facsimile, computer, video (CRT) terminal or other on-line
system, or any other method whereby Bank is able to verify with a reasonable
degree of certainty the identity of the sender of such communications or the
sender is required to provide a password or other identification code.
ARTICLE II
APPOINTMENT OF BANK; SCOPE OF AGENCY AUTHORITY
1. APPOINTMENT, (a) Subject to the limitations contained in Schedule II
hereto, as such Schedule II may be amended by Lender from time to time, Lender
hereby appoints Bank as its agent to lend Securities in the Account to Borrowers
from time to time, except Securities which Lender has advised Bank by Written
Instruction are (a) no longer subject to the representations sot forth in
Article III, sub-paragraph (e) hereof, or (b) not to be the subject of a Loan
hereunder. Bank hereby accepts appointment as such agent, agrees to so act, and
further agrees that Lender may deliver Written Instructions described in the
immediately preceding sentence in its discretion from time to time.
(b) Bank shall not make any Loans if the aggregate Market Value of all
Loaned Securities at any time exceeds 30% of the total assets of Lender, which
shall be advised to Bank by Lender in a Certificate, or such other percentage as
may be specified by Lender in a Certificate.
2. SECURITIES BORROWING AGREEMENT. Lender hereby acknowledges receipt of
Bank's standard form(s) of Securities Borrowing Agreement and authorizes Bank to
lend Securities in the Account to Borrowers pursuant to agreements
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substantially in the form thereof. Bank is hereby authorized to negotiate with
each Borrower the amount of Rebates payable in connection with particular Loans.
Bank shall deliver to Lender a Receipt relating to each Loan.
3. LOAN OPPORTUNITIES. Bank shall treat Lender equitably with other
lenders of like circumstances in making lending opportunities available to it
hereunder, taking into account the demand for specific securities, availability
of securities, types of collateral, eligibility of borrowers, limitations on
investments of cash collateral and such other factors as Bank deems appropriate.
Bank shall nevertheless have the right to decline to make any Loans pursuant to
any Securities Borrowing Agreement and to discontinue lending under any
Securities Borrowing Agreement in its sole discretion and without notice to
Lender.
4. USE OF BOOK-ENTRY SYSTEM AND DEPOSITORIES. Lender hereby authorizes
Bank on a continuous and on-going basis, to deposit in the Book-Entry System and
the applicable Depositories all Securities eligible for deposit therein and to
utilize the Book-Entry System and Depositories to the extent possible in
connection with its receipt and delivery of Securities, Collateral, Approved
Investments and monies under this Agreement. Where Securities, Collateral and
Approved Investments eligible for deposit in the Book-Entry System or a
Depository are transferred to Lender hereunder, Bank shall identify as belonging
to Lender a quantity of securities in a fungible bulk of securities shown on
Bank's account on the books of the Book-Entry System or the applicable
Depository. Securities, Collateral and Approved Investments deposited in the
Book-Entry System or a Depository will be represented in accounts which include
only assets held by Bank for customers, including but not limited to accounts in
which Bank acts in a fiduciary or agency capacity.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
Lender hereby represents and warrants to Bank, which representations and
warranties shall be deemed to be continuing and to be reaffirmed on any day that
a Loan is outstanding, that:
(a) This Agreement is, and each Loan entered into in accordance with this
Agreement,)and each investment or reinvestment of Cash Collateral by Bank in
accordance with Paragraph 2 of Article IV hereof, will be, legally and validly
entered into, does not, and will not, to the best of Lender's knowledge and
belief; violate any statute, regulation, rule, order or judgment binding on
Lender, or any provision of Lender's charter or by-laws, or any agreement
binding on Lender or affecting its property, and is enforceable against Lender
in accordance with its terms, except as may be limited by bankruptcy, insolvency
or similar laws, or by equitable principles relating to or limiting creditors'
rights generally;
(b) The person executing this Agreement and all Authorized Persons acting
on behalf of Lender has and have been duly and properly authorized to do so;
(c) If it is lending Securities as principal for its own account it will
not transfer, assign or encumber its interest in, or rights with respect to, any
Loans;
(d) If it is acting as agent for one or more third parties, Lender is
either authorized by virtue of standing instructions or is a fiduciary with the
authority to enter into, execute and bind such third parties to this Agreement
and the Loans effected for such third parties, and Lender is authorized to make,
and makes each of the representations and warranties set forth in sub-paragraphs
(a) through (c) above for each such third party; and
(e) All Securities in the Account are free and clear of all liens, claims,
security interests and encumbrances and no such Security has been sold. Lender
shall promptly deliver to Bank Written Instructions identifying any and all
Securities which are no longer subject to the representations contained in this
sub-paragraph (e).
ARTICLE IV
SECURITIES LENDING TRANSACTIONS
1. GENERAL BANK RESPONSIBILITIES. Bank shall enter Loans pursuant to the
Securities Borrowing Agreement and take all actions deemed necessary or
appropriate in order to perform on Lender's behalf thereunder, including
receiving Collateral having a Market Value of not less than the Collateral
Requirement, collecting Distributions, and demanding additional Collateral from
the appropriate Borrowers when the Market Value of Collateral received by Bank
from such Borrowers is less than the then current Market Value of all of the
Loaned Securities. The Bank shall on each Business Day xxxx to market the value
of all Loaned Securities and demand from each Borrower additional Collateral
when the Market Value of Collateral received by Bank from such Borrower is less
than the current Market Value of all Loaned Securities loaned to such Borrower.
Whenever Bank demands additional Collateral pursuant to the foregoing, such
additional Collateral together with the Collateral then held by Bank in
connection with Loans shall have a Market Value of not less than the Collateral
Requirement.
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2. APPROVED INVESTMENTS. (a) Bank is hereby authorized and directed,
without obtaining any further approval from Lender, to invest and reinvest all
or substantially all of the Cash Collateral received in any Approved Investment
in accordance with the priorities set forth in Schedule I hereto (which may be
amended from time to time by execution by Lender of a revised Schedule I, I-A or
I-B). If during a Business Day an officer or employee in New York of the
security lending department of Bank obtains actual knowledge that a rating(s) of
an Approved Investment is less than the minimum ratings specified in Schedule I,
Bank shall promptly give notice of such rating(s) to Lender. Bank shall credit
all Collateral, Approved Investments and Proceeds received with respect to
Collateral and Approved Investments to the Collateral Account and xxxx its books
-and records to identify Lender's interest therein as appropriate. Bank reserves
the right, in its sole discretion, to liquidate any Approved Investment and
credit the net proceeds to the Collateral Account.
(b) Lender may deliver to Bank Written Instructions from time to time
instructing Bank not to make Approved Investments with particular financial
institutions or issuers.
(c) All Approved Investments shall be for the account and risk of Lender.
To the extent any loss arising out of Approved Investments results in a
deficiency in the amount of Collateral available for return to a Borrower,
Lender agrees to pay Bank on demand cash in an amount equal to such deficiency.
(d) Except as otherwise provided herein, all Collateral, Approved
Investments and Proceeds credited to the Collateral Account shall be controlled
by, and subject only to the instructions of, Bank, and Bank shall not be
required to comply with any instructions of Lender with respect to the same,
except that if Bank has advised Lender that an Approved Investment has a rating
lower than the rating required by Schedule I, Bank shall liquidate such Approved
Investment upon receipt of Written or Oral Instruction instructing Bank to do
so.
(e) Bank shall not purchase any Approved Investment from an entity
identified by Lender as an affiliate in Written Instructions actually received
by Bank.
3. TERMINATION OF LOANS. (a) Bank shall terminate any Loan as soon as
practicable after:
(i) receipt by Bank of a notice of termination from a Borrower;
(ii) receipt by Bank of Oral or Written Instructions to do so;
(iii) receipt by Bank of Written Instructions instructing it to delete the
Borrower to whom such Loan was made from the list referred to in Article I,
paragraph 6 hereof;
(iv) receipt by Bank of Written Instructions described in Paragraph I of
Article II hereof advising that the Loaned Security is no longer subject to the
representations contained in Article III, sub-paragraph (e) hereof; or is not to
be the subject of a Loan hereunder;
(v) receipt by Bank of notice or Written Instructions advising that an
Event of Default (as defined in the Securities Borrowing Agreement) has occurred
and is continuing beyond any applicable grace period;
(vi) whenever Bank, in its sole discretion, elects to terminate such
Loan; or
(vii) termination of this Agreement.
Unless otherwise agreed between Bank and Lender, Bank will ensure that -if
it receives on a Business Day prior to 12:30 p.m. N.Y. time Oral or Written
Instructions to terminate a Loan, Bank shall send a notice on the same Business
Day to Borrower terminating such Loan and requiring Borrower to return the
Loaned Securities within the standard settlement time for trades in the
particular Loaned Security (never to exceed 5 Business Days) beginning on the
date Bank is required to send a notice of termination. If the Oral or Written
Instructions to terminate a Loan are received by Bank on a Business Day after
12:30 p.m. N.Y. time but prior to 2:00 p.m. Bank shall use reasonable care to
send the notice of termination to Borrower on the same date Bank received such
Oral or Written Instructions; if such Oral or Written Instructions are received
after 2:00 p.m. Bank need not send to Borrower a notice terminating the Loan
until the next Business Day.
(b) Upon termination of any Loan (which shall be effected according to the
standard settlement time for trades in the particular Loaned Security, never to
exceed 5 Business Days) and receipt from the Borrower of the Loaned Securities
and any Distributions then due, Bank shall return to the Borrower such amount of
Collateral as is required by the Securities Borrowing Agreement and pay the
Borrower any Rebates then payable.
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(c) In order for Bank to timely settle the sale of Loaned Securities, it
shall be Lender's responsibility to ensure prompt notification to Bank regarding
any such sale specifying the settlement date therefor. If Lender provides such
prompt notification to Bank, Bank shall pay to Lender an amount equal to any
interest expense incurred by Lender which is directly attributable to the
failure of a Borrower to return Loaned Securities on or prior to the settlement
date of such sale specified in such notification.
4. CORPORATE ACTIONS AND PROXY RIGHTS. Lender acknowledges that, with
respect to Loaned Securities which are out on loan over the applicable record
date for such action, it will not, unless otherwise agreed, be entitled to (a)
participate in any dividend reinvestment program; (b) receive stock in an
optional cash/stock dividend plan; or (c) vote any proxies, provided however,
that Lender will be entitled to (i) participate in any dividend reinvestment
program; (ii) receive stock in an optional cash/stock dividend plan; and (ii)
vote such proxies for such Loaned Securities if (A) it has provided notice to
Bank pursuant to Paragraph 3 of Article IV of this Agreement terminating the
Loan, and (B) such Loaned Securities have been returned to and received by Bank
or its agents by the applicable deadline as provided by Bank.
5. GUARANTEE AND SUBROGATION. (a) If as a result of an Act of Insolvency
or for any other reason a Borrower fails to return any Loaned Securities or any
other Distributions due when required, Bank shall promptly notify Lender, if in
its reasonable discretion, it believes that such notice is warranted and take
all actions which it deems necessary or appropriate to liquidate Approved
Investments and Collateral in connection with Loans to such Borrower and, unless
advised by Lender to the contrary, shall make a reasonable effort for two
Business Days (the "Replacement Period") to apply the proceeds thereof to the
purchase of Securities identical to the Loaned Securities and non-cash
Distributions (or the equivalent thereof in the event of a reorganization or
recapitalization of the issuer) not returned (collectively, "Replacement
Securities") and to the payment of any cash Distributions then due. If during
the Replacement Period the Collateral liquidation proceeds are insufficient to
replace any of the Loaned Securities and any Distributions then due, Bank shall,
subject to satisfaction of Lender's obligations under Paragraph 2(c) of this
Article, pay such additional amounts as are necessary to make such replacement
or payment. Purchases of Replacement Securities by Bank shall be made only in
such markets, in such manner and upon such terms as Bank shall consider
appropriate, in its reasonable discretion and Bank shall make reasonable efforts
to advise Lender of such efforts. Replacement Securities shall be credited to
the Account upon receipt by Bank, If Bank is unsuccessful in purchasing any
Replacement Securities during the Replacement Period, the proceeds of the
liquidation of Approved Investments and Collateral pursuant hereto shall be
credited to the Account, and Bank shall, subject to satisfaction of Lender's
obligations under Paragraph 2(c) of this Article, credit to the Account cash in
an amount (if any) equal to (X) the Market Value of the Loaned Securities and
Distributions not returned, minus (Y) the Collateral liquidation proceeds, such
calculation to be made on the date of such credit. If following such crediting
Lender purchases Replacement Securities within five Business Days of such
crediting in the principal market, if any, in which the Securities regularly
trade, or from any dealer who from time to time is an Approved Borrower under
this Agreement or a similar agreement with Bank, the price paid by Lender on
settlement of such purchase shall be deemed the Market Value for purposes of the
prior sentence, and Bank shall adjust its credit to the Account accordingly. If
Lender is unsuccessful in so purchasing any Replacement Securities during such
five Business Day period following such crediting, Bank shall promptly purchase
Replacement Securities upon its receipt from Lender of the following: (i)
Written Instructions directing Bank to make such purchase, (ii) an amount equal
to any unsatisfied demands previously made by the Bank pursuant to Paragraph
2(c) of this Article, and (iii) an amount equal to the sum of (A) the Collateral
liquidation proceeds credited to the Account and (B) any additional amounts
credited to the Account pursuant to the second preceding sentence of this
Paragraph, exclusive of cash Distributions not returned. In addition to any
other amounts payable pursuant to this Paragraph 5(a), Bank shall pay to Lender
the following amounts that are directly attributable to the failure of a
Borrower to return any Loaned Securities and/or Distributions when required: (i)
any interest expense incurred by Lender, (ii) any buy-in-costs or buy-in
expenses actually incurred, and (iii) the loss incurred by Lender on any
cancelled sale of Loaned Securities and/or Distributions.
(b) Lender understands and agrees that, notwithstanding preceding Paragraph
5(a), if a Borrower fails to return Loaned Securities or any Distributions for
reasons other than an Act of Insolvency, Bank may, in its reasonable discretion,
elect not to liquidate Approved Investments and such Approved Investments shall
continue to be subject to Paragraph 2(c) of this Article. Bank shall be
responsible to Lender for the Market Value of the Loaned Securities and
Distributions as of the settlement date specified by Bank in its notice of
termination in accordance with the Securities Borrowing Agreement, and, except
to the extent caused by Lender's failure to provide Bank prompt notification
pursuant to Paragraph 3(c) of Article IV, in addition, Bank shall pay to Lender
the following amounts that are directly attributable to the failure of a
Borrower to return any Loaned Securities and/or Distributions when required: (i)
any interest expense incurred by Lender, (ii) any buy-in-costs or buy-in
expenses actually incurred, and (iii) the loss incurred by Lender on any
cancelled sale of Loaned Securities and/or Distributions.
(c) Lender agrees, without the execution of any documents or the giving of
any notice, that Bank is and will remain subrogated to all of Lender's rights
under the Securities Borrowing Agreement or otherwise (to the extent of any
credit pursuant to Paragraphs 5(a) or 5(b) of this Article), including but not
limited to, Lender's rights with respect to Loaned Securities and Distributions,
and Collateral, Approved Investments and Proceeds. Lender agrees to execute and
deliver to Bank such documents as Bank may require and to otherwise fully
cooperate with Bank to give effect to its rights of subrogation hereunder.
(d) Bank shall have no obligation to take any actions pursuant to
Paragraphs 5(a) or 5(b) of this Article if it believes that such action will
violate any applicable statute, regulation, rule, order or judgment.
Furthermore, except as expressly provided in
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Paragraphs 5(a) and 5(b) of this Article, Bank shall have no other liability to
Lender relating to any Borrower's failure to return Loaned Securities and no
duty or obligation to take action to effect payment by a Borrower of any
amounts owed by such Borrower pursuant to the Securities Borrowing Agreement.
(e) Either party may terminate the provisions of Paragraphs 5(a) or 5(b) of
this Article with respect to any Borrower at any time by delivery of a notice to
the other party specifying a termination date not earlier then the date of
receipt of such notice by the other party. No such termination shall be
effective with respect to then existing rights or obligations of either party
under this Paragraph 4 or outstanding Securities Loans hereunder. Following any
such termination with respect to a Borrower, Bank shall not make any further
Loans to such Borrower.
(f) Bank may offset any amounts payable by Lender under this Agreement
against amounts payable by Bank under Paragraphs 5(a) or 5{b) of this Article.
ARTICLE V
CONCERNING BANK
1. STANDARD OF CARE; REIMBURSEMENT. (a) Except as provided in Paragraph
l(b) of this Article, Bank shall not be liable for any costs, expenses, damages,
liabilities or claims (including attorneys' and accountants' fees) incurred by
Lender, except those costs, expenses, damages, liabilities or claims arising out
of the negligence, bad faith or willful misconduct of Bank, its directors,
officers, employees, affiliates or agents. Actions taken or omitted in reliance
upon Oral or Written Instructions, any Certificate, or upon any information,
order, indenture, stock certificate, power of attorney, assignment, affidavit or
other instrument delivered by Lender to Bank hereunder and reasonably believed
by Bank to be genuine or bearing the signature of a person or persons reasonably
believed to be authorized to sign, countersign or execute the same as an
Authorized Person, shall be presumed to have been taken or omitted in good
faith. Bank shall have no obligation hereunder for costs, expenses, damages,
liabilities or claims (including attorneys' and accountants' fees), which are
sustained or incurred by reason of any action or inaction by the Book-Entry
System or any Depository or their respective successors or nominees. Except as
otherwise expressly provided in Paragraph 4 of Article IV, in no event shall
either party be liable to the other for special, indirect or consequential
damages, or lost profits or loss of business, arising under or in connection
with this Agreement, even if previously informed of the possibility of such
damages and regardless of the form of action.
(b) In the event Bank fails to invest any Cash Collateral that is timely
received, or fails to reinvest any Cash Collateral, and such failure is not
caused by circumstances described in Paragraph 12 of this Article, Bank shall be
liable to Lender for each day during which such failure persists for an amount
of liquidated damages equal to the difference between the average money market
rate as reasonably determined by Bank minus the Rebate.
(c) Subject to sub-paragraph (a) of this Paragraph 1, Bank agrees to
reimburse Lender and to hold it harmless from and against any and all costs,
expenses, damages, liabilities or claims, including reasonable fees and
expenses of counsel, which Lender may sustain or incur or which may be
asserted against Lender by reason or as a result of, or arising out of, any
breach by Bank of this Agreement, provided, however, that Bank shall not
indemnify Lender for any costs, expenses, liabilities or claims, including
fees and expenses of counsel, arising out of Lender's negligence or willful
misconduct. The foregoing shall be a continuing obligation of Bank, its
successors and assigns, notwithstanding the termination of any Loans
hereunder or of this Agreement.
(d) Subject to the exclusion of special, indirect and consequential damages
contained in sub-paragraph (a) of this Paragraph 1, Lender agrees to reimburse
Bank and to hold it harmless from and against any and all costs, expenses,
damages, liabilities or claims, including reasonable fees and expenses of
counsel, which Bank may sustain or incur or which may be asserted against Bank
by reason or as a result of, or arising out of, any breach by Lender of this
Agreement, including, without limitation, any representation or warranty of
Lender being untrue, provided, however, that Lender shall not indemnify Bank for
any costs, expenses, liabilities or claims, including fees and expenses of
counsel, arising out of Bank's negligence, bad faith or willful misconduct. The
foregoing shall be a continuing obligation of Lender, its successors and
assigns, notwithstanding the termination of any Loans hereunder or of this
Agreement.
2. NO OBLIGATION TO INQUIRE. Without limiting the generality of the
foregoing, Bank shall be under no obligation to inquire into, and shall not be
liable for, the validity of the issue of any Securities, Collateral or Approved
Investments held in the Account or Collateral Account, or the legality or
propriety of any Loans hereunder.
3. RELIANCE ON BORROWERS' STATEMENTS, REPRESENTATIONS AND WARRANTIES.
Provided that it acts with reasonable care, Bank shall be entitled to rely upon
the most recently available audited and unaudited statements of financial
condition and representations and warranties made by Borrowers, and Bank shall
not be liable for any loss or damage suffered as a result of any such reliance.
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4. ADVANCES; SECURITY INTEREST. (a) Bank may, in its sole discretion,
advance funds to Lender in order to pay to Borrowers any Rebates or to return to
Borrowers Cash Collateral to which they are entitled.
(b) Lender agrees to repay Bank on demand the amount of any advance plus
accrued interest at a rate per annum (based on a 360-day year for the actual
number of days involved) not to exceed the fed funds rate as publicly
announced to be in effect from time to time, such rate to be adjusted on the
effective date of any change in such fed funds rate. In order to secure
repayment of any advance of Lender arising hereunder, Lender hereby agrees
that Bank shall have a continuing lien and security interest in and to all
assets now or hereafter held in the Collateral Account (held on Lender's
behalf). In this regard, Bank shall be entitled to all the rights and
remedies of a pledgee under common law and a secured party under the New York
Uniform Commercial Code and/or any other applicable laws and/or regulations
as then in effect.
5. ADVICE OF COUNSEL. Bank may, with respect to questions of law, apply
for and obtain the advice and opinion of counsel and shall be fully protected
with respect to anything done or omitted by it in good faith in conformity with
such advice or opinion.
6. NO COLLECTION OBLIGATIONS. Bank shall be under no obligation or duty
to take action to effect collection of, or be liable for, any amounts payable in
respect of Securities or Approved Investments if such Securities or Approved
Investments are in default, or if payment is refused after due demand and
presentation.
7. PRICING SERVICES. Bank is authorized to utilize any nationally
recognized pricing information service which Bank, in its judgment, deems
reliable in order to perform its valuation responsibilities with respect to
Loaned Securities, Collateral and Approved Investments. Lender shall have the
right to dispute any such price, and Lender and Bank shall negotiate an
adjustment (if appropriate).
8. AGENT'S FEE. For its performance as Lender's agent in making and
administering Loans, Lender shall pay to Bank a fee, accrued daily, equal to 20%
of the sum of all interest, dividends and other distributions earned from
Approved Investments net of Rebates paid by Bank to relevant Borrowers and net
of brokerage commissions, if any, incurred in making Approved Investments, and
including any amounts paid to Lender as liquidated damages by Bank pursuant to
Paragraph l(b) of this Article. Bank is authorized, on a monthly basis, to
charge its fees against the Collateral Account. In the event that on a calendar
month basis the amount of such interest, dividends and other distributions
earned from Approved Investments are, net of brokerage commissions incurred in
making Approved Investments, less than the amount of any Rebate owed any
Borrower, Bank and Lender shall pay, respectively, 20% and 80% of such
deficiency. For its services in making and administering Approved Investments,
Lender shall pay to Bank a collateral management fee, accrued daily, equal to 7
basis points of the total amount of Cash Collateral delivered by the relevant
Borrowers in respect of Loans.
9. RELIANCE ON CERTIFICATES AND INSTRUCTIONS. Bank shall be entitled to
rely upon any Certificate, Written or Oral Instruction actually received by Bank
and reasonably believed by Bank to be duly authorized and delivered. Lender
agrees to forward to Bank Written Instructions confirming Oral Instructions in
such manner so that such Written Instructions are received by Bank by the close
of business of the same day that such Oral Instructions are given to Bank.
Lender and Bank agree that the fact that such confirming Written Instructions
are not received or that contrary instructions are received by Bank shall in no
way affect the validity or enforceability of (a) the transactions authorized by
Lender by Oral Instructions, or (b) any obligation of Bank to act upon Oral
Instructions under the terms of this Agreement (to the extent that contrary Oral
or Written Instructions are not received by Bank). In this regard, the records
of Bank shall be presumed to reflect accurately any Oral Instructions given by
an Authorized Person or a person believed by Bank to be an Authorized Person.
10. DISCLOSURE OF ACCOUNT INFORMATION. It is understood and agreed that
Bank is authorized to supply any information regarding the Account or Collateral
Account which is required by any statute, regulation, rule or order now or
hereafter in effect. If Bank is required to provide any such information to any
person, Bank shall use its best efforts to notify Lender in advance in order to
permit Lender to raise any reasonable objection to disclosure that may be
available to it.
11. STATEMENTS. Bank will at least monthly furnish Lender with statements
relating to Loans hereunder, which statements shall include such information as
Lender may reasonably request.
12. FORCE MAJEURE. Bank shall not be responsible or liable for any
failure or delay in the performance of its obligations under this Agreement
which are not the result of Bank's negligence but which have arisen out of or
are caused, directly or indirectly, by circumstances beyond its control,
including without limitation, acts of God; earthquakes; fires; floods; wars;
civil or military disturbances; sabotage; epidemics; riots; interruptions,
loss or malfunctions of utilities, transportation, computer (hardware or
software) or communications service; accidents; labor disputes; acts of civil
or military authority; governmental actions; or inability to obtain labor,
material, equipment or transportation. Upon the occurrence of any such delay
or failure, Bank shall use commercially reasonable best efforts to resume
performance as soon as practicable under the circumstances. Bank has
established and agrees to
7
maintain such disaster recovery plans and systems that it reasonably believes to
be necessary and appropriate to its operations and which comply, in all material
respects, with any statute, regulation or rule to which it is subject.
13. NO IMPLIED DUTIES. Bank shall have no duties or responsibilities
whatsoever except such duties and responsibilities as are specifically set forth
in this Agreement, and no covenant or obligation shall be implied against Bank
in connection with this Agreement.
ARTICLE VI
TERMINATION
This Agreement may be terminated at any time by either party upon delivery
to the other party of a written notice specifying the date of such termination,
which shall be not less than 60 days after the date of receipt of such notice.
Notwithstanding any such notice, this Agreement shall continue in full force and
effect with respect to all Loans outstanding on the date of termination.
ARTICLE VII
MISCELLANEOUS
1. EXCLUSIVITY, Lender agrees that it shall not enter into any other
agreement with any third party whereby such third party is permitted to make
loans on behalf of Lender of Securities held by Bank from time to time, until
after Lender has given a notice to Bank terminating this Agreement
2. CERTIFICATES. Lender agrees to furnish to Bank a new Certificate in
the event that any present Authorized Person ceases to be an Authorized Person
or in the event that any other Authorized Persons are appointed and authorized.
Until such new Certificate is received, Bank shall be fully protected in acting
in reasonable good faith upon Oral Instructions or signatures of the present
Authorized Persons.
3. NOTICES. (a) Any notice or other instrument in writing, authorized or
required by (his Agreement to be given to Bank, shall be sufficiently given if
addressed to Bank and received by it at its offices at 00 Xxx Xxxx, 00xx Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Securities Lending Division, or at such
other place as Bank may from time to time designate in writing.
(b) Any notice or other instrument in writing, authorized or required by
this Agreement to be given to Lender shall be sufficiently given if addressed to
Lender and received by it at its office at 0000 X. Xxxxxxxxxx Xxxxx Xxxx,
Xxxxxxxxxx, XX 00000 Attention: Chief Counsel, or at such other place as Lender
may from time to time designate in writing.
4. CUMULATIVE RIGHTS AND NO WAIVER. Each and every right granted to a
party hereunder or under any other document delivered hereunder or in connection
herewith, or allowed it by law or equity, shall be cumulative and may be
exercised from time to time. No failure on the part of a party to exercise, and
no delay in exercising, any right will operate as a waiver thereof, nor will any
single or partial exercise by a party of any right preclude any other or future
exercise thereof or the exercise of any other right.
5. SEVERABILITY. In case any provision in or obligation under this
Agreement, other than Lender's obligation with respect to Approved Investments
contained in Paragraph 2(c) of Article IV hereof or Bank's obligations under
Paragraphs 5(a) and (b) of Article IV hereof, shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations shall not in any way be affected or
impaired thereby, and if any provision, other than Lender's obligation with
respect to Approved Investments contained in Paragraph 2(c) of Article IV hereof
or Bank's obligations under Paragraphs 5(a) and (b) of Article IV hereof is
inapplicable to any person or circumstances, it shall nevertheless remain
applicable to all other persons and circumstances.
6. ENTIRE AGREEMENT; AMENDMENTS. This Agreement represents the entire
understanding of the parties hereto with regard to the subject matter contained
herein and may not be amended or modified in any manner except by a written
agreement executed by both parties, except that Schedules I (including Schedules
I-A and I-B thereto) and II may be amended by Lender executing a revised
Schedule I,I-A, I-B or II, as the case may be, and such amendment shall become
effective upon receipt by Bank of such executed revised schedule.
7. SUCCESSORS AND ASSIGNS. This Agreement shall extend to and shall be
binding upon the parties hereto, and their respective successors and assigns;
provided, however, that this Agreement shall not be assignable by either party
without the written consent of the other. Bank may not delegate or assign any of
its duties hereunder without the written consent of Lender.
8. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF IMMUNITY; JURY TRIAL
WAIVER. This Agreement shall be construed in accordance with the laws of the
State of New York, without regard to conflict of laws principles thereof. Lender
and Bank hereby each consents to the jurisdiction of a state or federal court
situated in New York City, New York in
8
connection with any dispute arising hereunder. To the extent that in any
jurisdiction either Lender or Bank may now or hereafter be entitled to claim,
for itself or its assets, immunity from suit, execution, attachment (before or
after judgment) or other legal process. Lender and Bank each irrevocably agrees
not to claim, and it hereby waives, such immunity. Each party hereby waives its
right to a trial by jury.
9. NO THIRD PARTY BENEFICIARIES. In performing hereunder, Bank is acting
solely on behalf of Lender and no contractual or service relationship shall be
deemed to be established hereby between Bank and any other person.
10. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but such
counterparts shall, together, constitute only one instrument.
11. SIPA NOTICE. THE PROVISIONS OF THE SECURITIES INVESTOR PROTECTION ACT
OF 1970 MAY NOT PROTECT LENDER WTTH RESPECT TO LOANS HEREUNDER AND, THEREFORE,
THE COLLATERAL DELIVERED TO BANK AS AGENT FOR LENDER MAY CONSTITUTE THE ONLY
SOURCE OF SATISFACTION OF A BORROWER'S OBLIGATION IN THE EVENT SUCH BORROWER
FAILS TO RETURN THE LOANED SECURITIES.
12. CONSTRUCTION. This Agreement shall be deemed to be a separate
agreement between Bank and each investment company or Series listed on Exhibit A
hereto, and each such investment company or Series shall be a separate Lender
for purposes of this Agreement. A copy of the Declaration of Trust of each Fund
that is a Massachusetts Business Trust is on file with the Secretary of the
Commonwealth of Massachusetts, and notice is hereby given that this instrument
is executed on behalf of the Board of Trustees of the Fund as trustees and not
individually and that the obligations of this instrument are not binding upon
any of the Trustees or shareholders individually but are binding only upon the
assets and property of the Fund; provided, however, that the Declaration of
Trust of the Fund provides that the assets of a particular Series of the Fund
shall under no circumstance be charged with liabilities attributable to any
other Series of the Fund and that all persons extending credit to, or
contracting with or having any claim against a particular Series of the Fund
shall look only to the assets of that particular Series for payment of such
credit, contract or claim.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective corporate officers, thereunto duly authorized, as
of the day and year first above written.
By: /s/Xxxxxxx X. Xxxxxx
------------------------------------
On behalf of the Investment
Companies Listed on Exhibit A
hereto
THE BANK OF NEW YORK
By: /s/Xxxxxx X. Xxxx
-------------------------------------
Name: Xxxxxx X. Xxxx
Title:EVP
9
SCHEDULE I
APPROVED INVESTMENTS
A. GENERAL GUIDELINES
Bank is hereby authorized to invest and reinvest Cash Collateral in the
following U.S. dollar denominated investments, subject in each case to the
limits set forth below:
1. Securities that are both (a) issued or fully guaranteed by the United
States government or an agency, instrumentality or establishment of the
United States government and (b) marked with a "Yes" on Schedule I-B
hereto.
2. High-grade commercial paper (including asset-backed commercial paper),
notes and bonds, whether or not registered under the Securities Act of
1933, as amended, issued by an entity organized under the laws of the
United States, any state thereof, or the District of Columbia, and if
guaranteed or insured, guaranteed or insured by an entity organized under
the laws of the United States, any state thereof, the District of Columbia,
or a foreign bank whose deposit obligations would qualify for investment
under paragraph 4 below. Such obligations may have fixed, floating or
variable rate interest payment provisions. Obligations will be rated A-1
and P-1 by Standard & Poor's and Moody's. Single or split ratings are not
permitted.
3. Certificates of deposit, time deposits and other deposit obligations of
U.S. banks, their branches and subsidiaries, and the branches and
subsidiaries of foreign banks. Issuers must have short-term debt ratings of
at least A-l by Standard & Poor's and P-I by Moody's. Foreign bank issuers
must also have long term debt ratings of at least AA- by Standard & Poor's
and Aa3 by Moody's. Single or split ratings are not permitted.
4. Repurchase agreements (including those entered into with The Bank of
New York) with any entity listed on Schedule I-A hereto (collectively "repo
transactions"), provided that such entity is at the time of the transaction
on Bank's internal list of approved repo counterparties. No repo
transaction may exceed 7 days in duration. Collateral must be marked-to
marked daily. Collateral received in repurchase agreements shall include
only (a) cash; (b) Approved Investments; or (c) mortgage-backed securities
or collateralized mortgage obligations issued by GNMA, FNMA, or FHLMC of
the types marked "Yes" on Schedule I-B.
5. Securities, units, shares or other participations in money market funds,
short term investment funds, pools or trusts, (including those managed by
The Bank of New York); provided that the investments made by such short
term investment fund pools or trusts are largely consistent with Rule 2a-7.
SCHEDULE I
APPROVED INVESTMENTS
B. INVESTMENT LIMITS:
1. PER ISSUER: The greater (a) 5% of the Collateral Account and (b) $1
million. Per issuer limitation does not apply to the BNY Institutional Cash
Reserves Fund.
2. PER REPO COUNTERPARTY: The lesser of (a) 25% of the Collateral Account and
(b) $500 million; provided, however, that such limit shall never be less
than $1 million per counterparty.
3. DURATION LIMITS:
(a) 70-day maximum weighted average maturity for the entire Collateral
Account (using the reset period for floating rate assets)
(b) 270-day maximum maturity for commercial paper
(c) 397-day maximum maturity for (i) fixed rate investments and (ii)
floating rate investments that reset quarterly or more frequently
(d) 20% minimum invested in overnight maturities
C. OTHER: The investments described herein are largely consistent with Rule
2a-7 of the Investment Company Act.
ING FUNDS
BY: /s/ Xxxxxxx X. Xxxxxx
---------------------------
TITLE: EXECUTIVE VICE PRESIDENT
PRINCIPAL FINANCIAL OFFICER
SCHEDULE I-A
BNP Paribas Securities Corp.
Banc of America Securities LLC
Banc One Capital Markets, Inc.
Barclays Capital Inc.
Bear, Xxxxxxx & Co., Inc.
CIBC World Markets Corp.
Citigroup Global Markets Inc.
Credit Suisse First Boston LLC
Deutsche Bank Securities Inc.
Dresdner Kleinwort Xxxxxxxxxxx Securities LLC
Xxxxxxx, Sachs & Co.
Greenwich Capital Markets, Inc.
HSBC Securities (USA) Inc.
X. X. Xxxxxx Securities, Inc.
Xxxxxx Brothers Inc.
Xxxxxxx Xxxxx Government Securities Inc.
Xxxxxx Xxxxxxx & Co. Incorporated
UBS Warburg LLC
ING FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Title: EXECUTIVE VICE PRESIDENT
PRINCIPAL FINANCIAL OFFICER
SCHEDULE I-B
Yes/No
U.S. TREASURIES
BILLS Yes
BONDS Yes
NOTES Yes
STRIPS Yes
SYNTHETIC TREASURIES No
(e.g. CATS, COUGRS, TIGRS)
AGENCY DEBENTURES RESIDUALS
FAMC (Fed Agriculture Mtge Corp) No
FCFAC (Farm Credit Xxxxx. Asst.) Yes
FFCB (Farm Credit System Banks) Yes
FmHA (Farmers Home Admin) No
FHLB (Federal Home Loan Banks) Yes
FJLMC (Federal Home Loan Mtge Yes
FICO (Financing Corp.) No
FLBB (Federal Land Bank Bonds) Yes
REFCO (Resolution Funding Corp.) Yes
SLMA (Student Loan Mtge Corp.) Yes
TVA (Tennessee Valley Authority) No
USPS (U.S. Postal Service) No
AGENCY STRUCTURED NOTES No
GNMA
TRUST RECEIPTS Yes
GNMA I II-SINGLE FAMILY Yes
GNMA I II-OTHERS-FIXED RATE Yes
GNMA I II OTHER-ADJUST RATE Yes
AGENCY MORTGAGE BACKS
TRUST RECEIPTS Yes
PASSED THROUGHS-FIXED RATE Yes
PASS THROUGHS-ADJUST RATE Yes
MBS STRIPS (IO, PO, RECOMB) No
AGENCY REMICS/CMOS
REMIC TYPES:
RESIDUALS No
INVERSE IO FLOATERS No
IOETTERS No
INTEREST ONLY (IO) No
PRINCIPAL (PO) No
INVERSE FLOATERS No
COMPANION FLOATERS No
SEQUENTIAL FLOATERS Yes
PAC & OTHER SEQUENTIAL FLOATERS Yes
Z BONDS No
COMPANION BONDS No
SEQUENTIAL BONDS Yes
TAC BONDS Yes
PAC & OTHER SCHEDULED BONDS Yes
ING FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Title: EXECUTIVE VICE PRESIDENT
PRINCIPAL FINANCIAL OFFICER
EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT AND GUARANTY
FUND
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Value Equity Portfolio
ING FMR (SM) Diversified Mid Cap Portfolio
ING Gold man Sachs Internet Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Growth and Income Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Xxxxxxx International Enhanced EAFE Portfolio
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Fundamental Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Research Portfolio
ING MFS Total Return Portfolio
ING PIMCO Core Bond Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING Large Cap Growth Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING High Yield Opportunity Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING Strategic Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING MAYFLOWER TRUST
ING Growth + Value Fund
ING MUTUAL FUNDS
ING FOREIGN FUND
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio
ING VP Small Company Portfolio
ING Value Opportunity Portfolio
ING VP Technology Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING XX XXXX PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
ING SERIES FUND, INC.
ING Balanced Fund
ING Bond Fund
ING Government Fund
ING Growth and Income Fund
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Technology Fund
ING Value Opportunity Fund
ING Aeltus Money Market Fund
Brokerage Cash Reserves
[ING FUNDS LOGO]
August 28, 2003
Xx. Xxxxxx Xxxxxx
Mutual Funds Relationship Management
The Bank of New York
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxx:
Pursuant to the terms and conditions of the
Securities Lending Agreement dated
August 7, 2003 (the "Agreement"), we hereby notify you of the addition of the
Funds to be added/included on the Amended Exhibit A to the Agreement as of
September 2, 2003 as shown.
Please signify your acceptance to provide services under the Agreement with
respect to the Amended Exhibit A by signing below.
If you have any questions, please contact me at (000) 000-0000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executive Vice President & Chief
Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------
Title: Managing Director, Duly Authorized
-----------------------------------
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Funds
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT AND GUARANTY
FUND
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING Large Cap Growth Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING High Yield Opportunity Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING Strategic Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Value Equity Portfolio
ING FMR(SM) Diversified Mid Cap Portfolio
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Growth and Income Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio
ING Xxxxxx Xxxx Foreign Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Fundamental Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Research Portfolio
ING MFS Total Return Portfolio
ING PIMCO Core Bond Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING MAYFLOWER TRUST
ING Growth + Value Fund
ING MUTUAL FUNDS
ING Foreign Fund
ING Global Equity Dividend Fund
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING Aeltus Money Market Fund
ING Balanced Fund
ING Bond Fund
ING Government Fund
ING Growth and Income Fund
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Technology Fund
ING Value Opportunity Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING VP Small Company Portfolio
ING VP Technology Portfolio
ING VP Value Opportunity Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING XX XXXX PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
[ING FUNDS LOGO]
September 25, 2003
Xx. Xxxxxx Xxxxxx
Vice President
The Bank of New York
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx,XX 00000
Dear Xx. Xxxxxx:
Pursuant to the terms and conditions of the
Securities Lending Agreement dated
August 7, 2003 (the "Agreement"), we hereby notify you of the addition of ING VP
Convertible Portfolio, ING VP Disciplined LargeCap Portfolio, ING VP Growth +
Value Portfolio, ING VP Growth Opportunities Portfolio, ING VP High Yield Bond
Portfolio, ING VP Large Company Value Portfolio, ING VP LargeCap Growth
Portfolio, ING VP MagnaCap Portfolio, ING XX XxxXxx Opportunities Portfolio and
ING VP SmallCap Opportunities Portfolio (the "Funds"), to be included on the
Amended Exhibit A to the Agreement as of October 6, 2003 as shown.
Please signify your acceptance to provide services under the Agreement with
respect to the Funds by signing below.
If you have any questions, please contact me at (000) 000-0000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executive Vice President & Chief
Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxx
------------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------
Title: Managing Director. Duly Authorized
-----------------------------------
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT AND GUARANTY
FUND
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING Large Cap Growth Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING High Yield Opportunity Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING Strategic Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Value Equity Portfolio
ING FMR(SM) Diversified Mid Cap Portfolio
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Growth and Income Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio
ING Xxxxxx Xxxx Foreign Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Fundamental Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Research Portfolio
ING MFS Total Return Portfolio
ING PIMCO Core Bond Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING MAYFLOWER TRUST
ING Growth + Value Fund
ING MUTUAL FUNDS
ING Foreign Fund
ING Global Equity Dividend Fund
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING Aeltus Money Market Fund
ING Balanced Fund
ING Bond Fund
ING Government Fund
ING Growth and Income Fund
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Technology Fund
ING Value Opportunity Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING VP Small Company Portfolio
ING VP Technology Portfolio
ING VP Value Opportunity Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio
ING VP Disciplined LargeCap Portfolio
ING VP Growth + Value Portfolio
ING VP Growth Opportunities Portfolio
ING VP High Yield Bond Portfolio
ING VP Large Company Value Portfolio
ING VP LargeCap Growth Portfolio
ING VP MagnaCap Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING XX XXXX PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
[ING FUNDS LOGO]
October 17, 2003
Xx. Xxxxxxxxx Xxxxxxx
Vice President
The Bank of New York - Securities Lending
00 Xxx Xxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
Pursuant to the terms and conditions of the
Securities Lending Agreement and
Guaranty dated August 7, 2003 (the "Agreement"), we hereby notify you of the
addition of ING Emerging Countries Fund, ING Global Real Estate Fund, ING
International Fund, ING International Growth Fund, ING International SmallCap
Growth Fund, ING International Value Fund, ING Precious Metals Fund, ING
Russia Fund, ING VP Emerging Markets Fund, ING VP International Equity
Portfolio, ING VP International Value Portfolio, ING VP Worldwide Growth
Portfolio and ING Worldwide Growth Fund (the "Funds"), to be included on the
Amended Exhibit A to the Agreement as of November 3, 2003 as shown.
Please signify your acceptance to provide services under the Agreement with
respect to the Funds by signing below.
If you have any questions, please contact me at (000) 000-0000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executive Vice President & Chief
Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Managing Director, Duly Authorized
----------------------------------
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT AND GUARANTY
FUND
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING Large Cap Growth Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING High Yield Opportunity Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING Strategic Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Value Equity Portfolio
ING FMR(SM) Diversified Mid Cap Portfolio
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Growth and Income Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio
ING Xxxxxx Xxxx Foreign Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Fundamental Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Research Portfolio
ING MFS Total Return Portfolio
ING PIMCO Core Bond Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING MAYFLOWER TRUST
ING Growth + Value Fund
ING International Value Fund
ING MUTUAL FUNDS
ING Emerging Countries Fund
ING Foreign Fund
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING International Fund
ING International SmallCap Growth Fund
ING Precious Metals Fund
ING Russia Fund
Ing Worldwide Growth Fund
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING Aeltus Money Market Fund
ING Balanced Fund
ING Bond Fund
ING Government Fund
ING Growth and Income Fund
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING SERIES FUND, INC. (CONT.)
ING Index Plus SmallCap Fund
ING International Growth Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Technology Fund
ING Value Opportunity Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE INSURANCE TRUST
ING VP Worldwide Growth Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING VP International Equity Protfolio
ING VP Small Company Portfolio
ING VP Technology Portfolio
ING VP Value Opportunity Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio
ING VP Disciplined LargeCap Portfolio
ING VP Growth + Value Portfolio
ING VP Growth Opportunities Portfolio
ING VP High Yield Bond Portfolio
ING VP International Value Portfolio
ING VP Large Company Value Portfolio
ING VP LargeCap Growth Portfolio
ING VP MagnaCap Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING XX XXXX PORTFOLIO
ING VP EMERGING MARKETS FUND, INC.
ING VP MONEY MARKET PORTFOLIO
[ING FUNDS LOGO]
October 29, 2003
Xx. Xxxx Xxxx Xxxxxx
Vice President, Mutual Funds Relationship Management
The Bank of New York
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxx;
Pursuant to the terms and conditions of the
Securities Lending Agreement dated
August 7, 2003 (the "Agreement"), we hereby notify you of the addition of ING
PIMCO High Yield Portfolio and ING Stock Index Portfolio, two newly established
funds of ING Investors Trust (the "New Funds") to be included on the Amended
Exhibit A to the Agreement as of November 5, 2003 as shown.
Please signify your acceptance to provide services under the Agreement with
respect to the New Funds by signing below.
If you have any questions, please contact me at (000) 000-0000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executive Vice President & Chief
Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Managing Director, Duly Authorized
----------------------------------
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT AND GUARANTY
FUND
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING Large Cap Growth Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING High Yield Opportunity Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING Strategic Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Value Equity Portfolio
ING FMR(SM) Diversified Mid Cap Portfolio
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Growth and Income Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio
ING Xxxxxx Xxxx Foreign Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Fundamental Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Research Portfolio
ING MFS Total Return Portfolio
ING PIMCO Core Bond Portfolio
ING PIMCO High Yield Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING Stock Index Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING MAYFLOWER TRUST
ING Growth + Value Fund
ING International Value Fund
ING MUTUAL FUNDS
ING Emerging Countries Fund
ING Foreign Fund
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING International Fund
ING International SmallCap Growth Fund
ING Precious Metals Fund
ING Russia Fund
ING Worldwide Growth Fund
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING Aeltus Money Market Fund
ING Balanced Fund
ING Bond Fund
ING Government Fund
ING Growth and Income Fund
ING Growth Fund
ING SERIES FUND, INC. (CONT.)
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING International Growth Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Technology Fund
ING Value Opportunity Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE INSURANCE TRUST
ING VP Worldwide Growth Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING VP International Equity Portfolio
ING VP Small Company Portfolio
ING VP Technology Portfolio
ING VP Value Opportunity Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio
ING VP Disciplined LargeCap Portfolio
ING VP Growth + Value Portfolio
ING VP Growth Opportunities Portfolio
ING VP High Yield Bond Portfolio
ING VP International Value Portfolio
ING VP Large Company Value Portfolio
ING VP LargeCap Growth Portfolio
ING VP MagnaCap Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING XX XXXX PORTFOLIO
ING VP EMERGING MARKETS FUND, INC.
ING VP MONEY MARKET PORTFOLIO
[ING FUNDS LOGO]
February 1, 2004
Xx. Xxxxxxxxx Xxxxxxx
Vice President
The Bank of New York - Securities Lending
00 Xxx Xxxx
00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
Pursuant to the terms and conditions of the Securities Lending Agreement dated
August 7, 2003 and the Subscription Agreement dated August 8, 2003 (the
"Agreements"), we hereby notify you of the addition of ING LargeCap Value Fund,
a newly established fund of ING Equity Trust (the "New Fund") to be included on
the AMENDED EXHIBIT A to the Agreements as of February 1, 2004 as shown.
The AMENDED EXHIBIT A has also been updated by the removal of ING VP Large
Company Value Portfolio as this fund was recently dissolved. Further, AMENDED
EXHIBIT A has been updated to reflect the recent name change of ING JPMorgan
Xxxxxxx Small Cap Equity Portfolio to ING JPMorgan Small Cap Equity Portfolio.
Please signify your acceptance to provide services under the Agreements with
respect to the New Fund by signing below.
If you have any questions, please contact me at (000) 000-0000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executive Vice President & Chief
Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxx
-----------------------------------
Name: Xxxxxxx X. Xxxxx
-----------------------------------
Title: Managing Director, Duly Authorized
-----------------------------------
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT, SUBSCRIPTION AGREEMENT
AND GUARANTY
FUND
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING LargeCap Growth Fund
ING LargeCap Value Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING High Yield Opportunity Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING Strategic Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Value Equity Portfolio
ING FMR(SM) Diversified Mid Cap Portfolio
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Growth and Income Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Small Cap Equity Portfolio
ING Xxxxxx Xxxx Foreign Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Fundamental Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Research Portfolio
ING MFS Total Return Portfolio
ING PIMCO Core Bond Portfolio
ING PIMCO High Yield Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING Stock Index Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING MAYFLOWER TRUST
ING Growth + Value Fund
ING International Value Fund
ING MUTUAL FUNDS
ING Emerging Countries Fund
ING Foreign Fund
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING International Fund
ING International SmallCap Growth Fund
ING Precious Metals Fund
ING Russia Fund
ING Worldwide Growth Fund
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING Aeltus Money Market Fund
ING Balanced Fund
ING Bond Fund
ING Government Fund
ING Growth and Income Fund
ING SERIES FUND, INC. (CONT.)
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING International Growth Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Technology Fund
ING Value Opportunity Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE INSURANCE TRUST
ING VP Worldwide Growth Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING VP International Equity Portfolio
ING VP Small Company Portfolio
ING VP Technology Portfolio
ING VP Value Opportunity Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio
ING VP Disciplined LargeCap Portfolio
ING VP Growth + Value Portfolio
ING VP Growth Opportunities Portfolio
ING VP High Yield Bond Portfolio
ING VP International Value Portfolio
ING VP LargeCap Growth Portfolio
ING VP MagnaCap Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING XX XXXX PORTFOLIO
ING VP EMERGING MARKETS FUND, INC.
ING VP MONEY MARKET PORTFOLIO
[ING FUNDS LOGO]
December 13, 2004
XX. Xxxxxxxxx Xxxxxxx
Vice President
The Bank of New York - Securities Lending
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
Pursuant to the terms and conditions of the Securities Lending Agreement
and Guaranty dated August 7, 2003 and the Subscription Agreement dated August 8,
2003 (the "Agreements"), we hereby notify you of the addition of ING
International Value Choice Fund, ING MidCap Value Choice Fund, ING SmallCap
Value Choice Fund, ING FMR(SM) Earnings Growth Portfolio, ING Xxxxxxx
International Opportunities Portfolio, ING Pioneer Fund Portfolio, and ING
Pioneer Mid Cap Value Portfolio (the "New Funds"), to be included on the AMENDED
EXHIBIT A to the Agreements.
The AMENDED EXHIBIT A has also been updated (1) to reflect name changes for
ING MFS Research Portfolio to ING Xxxxxxxxxxx Main Street Portfolio(R), ING
Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio to ING Xxxxxxx Xxxxx
Tollkeeper(SM) Portfolio, ING Mercury Fundamental Growth Portfolio to ING
Mercury Large Cap Growth Portfolio, ING Janus Growth and Income Portfolio to ING
Xxxx Xxxxx Value Portfolio and ING XX Xxxx Portfolio to ING VP Intermediate Bond
Portfolio, and (2) by the removal of ING Growth + Value Fund, ING VP Growth +
Value Portfolio, ING Tax Efficient Equity Fund, ING Bond Fund, ING VP Growth
Opportunities Portfolio, and ING High Yield Opportunity Fund as these funds were
recently dissolved or merged into other funds.
Please signify your acceptance to provide services under the Agreements
with respect to the New Funds by signing below.
If you have any questions, please contact me at (000) 000-0000.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxx
----------------------------------
Name: Xxxxxxx X. Xxxxx
----------------------------------
Title: Managing Director, Duly Authorized
----------------------------------
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT AND GUARANTY AND
SUBSCR1PTION AGREEMENT
FUNDS
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING LargeCap Growth Fund
ING LargeCap Value Fund
ING MidCap Opportunities Fund
ING MidCap Value Choice Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Choice Fund
ING SmallCap Value Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Capital Appreciation Portfolio
ING Evergreen Health Sciences Portfolio
ING Evergreen Omega Portfolio
ING FMR(SM) Diversified Mid Cap Portfolio
ING FMR(SM) Earnings Growth Portfolio
ING Xxxxxxx Xxxxx Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Small Cap Equity Portfolio
ING Xxxxxx Xxxx Foreign Portfolio
ING Xxxx Xxxxx Value Portfolio
ING LifeStyle Aggressive Growth Portfolio
ING LifeStyle Growth Portfolio
ING LifeStyle Moderate Growth Portfolio
ING LifeStyle Moderate Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Xxxxxxx International Opportunities
Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Large Cap Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Total Return Portfolio
ING Xxxxxxxxxxx Main Street Portfolio(R)
ING PIMCO Core Bond Portfolio
ING PIMCO High Yield Portfolio
ING Pioneer Fund Portfolio
ING Pioneer Mid Cap Value Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING Stock Index Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING MAYFLOWER TRUST
ING International Value Fund
ING MUTUAL FUNDS
ING Emerging Countries Fund
ING Foreign Fund
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING International Fund
ING International SmallCap Growth Fund
ING International Value Choice Fund
ING Precious Metals Fund
ING Russia Fund
ING Worldwide Growth Fund
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING Aeltus Money Market Fund
ING Balanced Fund
ING Equity Income Fund
ING Global Science and Technology Fund
ING Government Fund
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING International Growth Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Value Opportunity Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE INSURANCE TRUST
ING VP Worldwide Growth Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Global Science and Technology
Portfolio
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING VP International Equity Portfolio
ING VP Small Company Portfolio
ING VP Value Opportunity Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio
ING VP Disciplined LargeCap Portfolio
ING VP Financial Services Portfolio
ING VP High Yield Bond Portfolio
ING VP International Value Portfolio
ING VP LargeCap Growth Portfolio
ING VP MagnaCap Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP Real Estate Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING VP EMERGING MARKETS FUND, INC.
ING VP INTERMEDIATE BOND PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
[ING FUNDS LOGO]
December 21, 2004
Xx. Xxxxxxxxx Xxxxxxx
Vice President
The Bank of New York - Securities Lending
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
Pursuant to the terms and conditions of the Securities Lending Agreement
and Guaranty dated August 7, 2003 and the Subscription Agreement dated August
8, 2003 (the "Agreements"), we hereby notify you of the addition of all the
series of ING Partners, Inc. (the "New Funds"), effective January 10, 2005, to
be included on the AMENDED EXHIBIT A to the Agreements. AMENDED EXHIBIT A is
attached hereto.
Please signify your acceptance to provide services under the Agreements
with respect to the New Funds by signing below.
If you have any questions, please contact me at (000) 000-0000
Sincerely,
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
ING Partners, Inc.
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxx
---------------------------
Name: Xxxxxxx X. Xxxxx
---------------------------
Title: Managing Director , Duly Authorized
-----------------------------------
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Partners, Inc.
Xxxxxxxxxx, XX 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT AND GUARANTY AND
SUBSCRIPTION AGREEMENT
FUNDS
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING LargeCap Growth Fund
ING LargeCap Value Fund
ING MidCap Opportunities Fund
ING MidCap Value Choice Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Choice Fund
ING SmallCap Value Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Capital Appreciation Portfolio
ING Evergreen Health Sciences Portfolio
ING Evergreen Omega Portfolio
ING FMR(SM) Diversified Mid Cap Portfolio
ING FMR(SM) Earnings Growth Portfolio
ING Xxxxxxx Xxxxx Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Small Cap Equity Portfolio
ING Xxxxxx Xxxx Foreign Portfolio
ING Xxxx Xxxxx Value Portfolio
ING LifeStyle Aggressive Growth Portfolio
ING LifeStyle Growth Portfolio
ING LifeStyle Moderate Growth Portfolio
ING LifeStyle Moderate Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Xxxxxxx International Opportunities
Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Large Cap Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Total Return Portfolio
ING Oppenheimer Main Street Portfolio(R)
ING PIMCO Core Bond Portfolio
ING PIMCO High Yield Portfolio
ING Pioneer Fund Portfolio
ING Pioneer Mid Cap Value Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING Stock Index Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING INVESTORS TRUST (CONT.)
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING MAYFLOWER TRUST
ING International Value Fund
ING MUTUAL FUNDS
ING Emerging Countries Fund
ING Foreign Fund
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING International Fund
ING International SmallCap Growth Fund
ING International Value Choice Fund
ING Precious Metals Fund
ING Russia Fund
ING Worldwide Growth Fund
ING PARTNERS, INC.
ING Aeltus Enhanced Index Portfolio
ING American Century Select Portfolio
ING American Century Small Cap Value
Portfolio
ING Baron Small Cap Growth Portfolio
ING Fidelity(R) VIP Contrafund(R) Portfolio
ING Fidelity(R) VIP Equity Income Portfolio
ING Fidelity(R) VIP Growth Portfolio
ING Fidelity(R) VIP Mid Cap Portfolio
ING Xxxxxxx Xxxxx(R) Capital Growth Portfolio
ING Xxxxxxx Sachs(R) Core Equity Portfolio
ING JPMorgan Xxxxxxx International Portfolio
ING JPMorgan Mid Cap Value Portfolio
ING Goals4Life 2015 Portfolio
ING Goals4Life 2025 Portfolio
ING Goals4Life 2035 Portfolio
ING Goals4Life 2045 Portfolio
ING Goals4Life Income Portfolio
ING MFS Capital Opportunities Portfolio
ING OpCap Balanced Value Portfolio
ING Oppenheimer Global Portfolio
ING Oppenheimer Strategic Income Portfolio
ING PIMCO Total Return Portfolio
ING Salomon Brothers Aggressive Growth
Portfolio
ING Salomon Brothers Fundamental Value
Portfolio
ING Salomon Brothers Investors Value Portfolio
ING Salomon Brothers Large Cap Growth
Portfolio
ING X. Xxxx Price Diversified Mid Cap Growth
Portfolio
ING X. Xxxx Price Growth Equity Portfolio
ING UBS U.S. Large Cap Equity Portfolio
ING Xxx Xxxxxx Xxxxxxxx Portfolio
ING Xxx Xxxxxx Equity and Income Portfolio
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING Aeltus Money Market Fund
ING Balanced Fund
ING Equity Income Fund
ING Global Science and Technology Fund
ING Government Fund
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING International Growth Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Value Opportunity Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE INSURANCE TRUST
ING VP Worldwide Growth Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Global Science and Technology
Portfolio
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING VP International Equity Portfolio
ING VP Small Company Portfolio
ING VP Value Opportunity Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio
ING VP Disciplined LargeCap Portfolio
ING VP Financial Services Portfolio
ING VP High Yield Bond Portfolio
ING VP International Value Portfolio
ING VP LargeCap Growth Portfolio
ING VP MagnaCap Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP Real Estate Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING VP EMERGING MARKETS FUND, INC.
ING VP INTERMEDIATE BOND PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
GLOBAL SECURITIES LENDING SUPPLEMENT
In addition to the provisions of that certain securities lending agreement
dated as of August 7, 2003 pursuant to which ING Funds (the "Lender") has
appointed The Bank of New York (the "Bank") as its agent to lend securities in
the Lender's custody account at the Bank and to perform related activities (the
"Agreement"), the following provisions shall apply to loans involving Non-U.S.
Securities, Non-U.S. Collateral and/or Approved Non-U.S. Investments.
ARTICLE I
DEFINITIONS
For purposes hereof, the following terms shall have the meanings ascribed
below:
1. "Approved Non-U.S. Investment" shall mean any type of security,
participation or interest in property in which Cash Collateral or Non-U.S. Cash
Collateral may be invested or reinvested, as more fully described on Schedule I
to this Supplement (which may be amended from time to time by execution of a
revised Schedule I).
2. "Approved Investment" shall mean any type of security, instrument,
participation or interest in property in which the Lender has previously
authorized the Bank to invest or reinvest Cash Collateral pursuant to the
Agreement.
3. "Book-Entry System" shall mean the Federal Reserve/Treasury book-entry
system for receiving and delivering Government Securities (as defined herein),
its successors and nominees.
4. "Business Day" shall mean any day on which all of the following are
open for business: (a) the Bank; (b) the Book-Entry System, Depositories or
Clearing Organizations, as applicable for particular Loans; and (c) the
principal exchanges or markets for the relevant Securities, Collateral or
Non-U.S. Collateral.
5. "Clearing Organization" shall mean (a) Euro-clear, CEDEL and any other
depository or clearing agency (and their respective successors and nominees) for
Non-U.S. Securities incorporated under the laws of a country other than the
United States and authorized to act as a securities depository or clearing
agency, and (b) any other entity which provides for the clearance or settlement
of transactions involving Non-U.S. Securities which is designated by the Bank as
the institution for clearance or settlement of the transaction in loaned
Non-U.S. Securities or Collateral.
6. "Collateral Requirement" shall mean with respect to Loans pursuant to
this Supplement, the following percentage of the Market Value of Loaned
Securities as of the close of trading on the preceding Business Day, (a) 105%
when the Loaned Securities and the Collateral or Non-U.S. Collateral delivered
in connection therewith are denominated in different currencies, or (b) 102%
when the Loaned Securities and the Collateral or Non-U.S. Collateral delivered
in connection therewith are denominated in the same currency.
7. "Depository" shall mean the Depository Trust Company and any other
securities depository or clearing agency (and their respective successors and
nominees) registered with the Securities and Exchange Commission or otherwise
authorized to act as a securities depository or clearing agency.
8. "Global Securities Borrowing Supplement" shall mean the agreement
pursuant to which the Bank lends Securities or Non-U.S. Securities to Borrowers
on behalf of its customers (including the Lender) from time to time.
9. "Government Security" shall mean securities that are both (a)
book-entry Treasury Securities (as defined in 31 C.F.R. Part 357.2) or any other
securities issued or fully guaranteed by the United States government or an
agency, instrumentality or establishment of the United States government and (b)
marked with a "YES" on Schedule I-B to the Agreement.
10. "Loan" shall mean a loan of Securities or Non-U.S. Securities
authorized pursuant to this Supplement.
11. "Loaned Security" shall mean any Security or Non-U.S. Security which
is subject to a Loan.
12. "Market Value" of cash represented by foreign currencies shall be its
amount. The market value of loaned Non-U.S. Securities or Non-U.S. Collateral
(other than cash) shall be determined on the basis of the last (or latest
available) sale price in the primary market in which they are traded or as
otherwise agreed between the Borrower and the Bank.
13. "Non-U.S. Cash Collateral" shall mean (a) monies in the currencies in
which the loaned Non-U.S. Securities are traded in the principle market
therefor, (b) monies in the official currency of any member country of the OECD,
and (c) monies in such
other currencies as may be agreed by the Lender (and which are acceptable to the
Bank); whether in the form of cash, credits of immediately available funds to
the Bank's account at a Clearing Organization or represented by a certified or
bank draft payable to the order of the Bank as agent for the Lender.
14. "Non-U.S. Collateral" shall mean Non-U.S. Cash Collateral and debt
obligations issued and sold primarily outside the United States by the central
government of any OECD country or any agency or instrumentality thereof.
15. "Non-U.S. Security" shall include, without limitation, securities
issued and sold primarily outside the United States by the central government of
any country or any agency or instrumentality thereof or a corporation or other
entity incorporated or organized under the laws of any country, and any
certificates, warrants or other instruments representing rights to receive,
purchase, or subscribe for the same, or evidencing or representing any other
rights or interests therein.
16. "OECD" shall mean the Organization for Economic Cooperation and
Development.
17. "Overseas Securities Borrowing Agreement" shall mean the agreement
pursuant to which the Bank lends Securities or Non-U.S. Securities to Non-U.S.
Borrowers on behalf of its customers (including the Lender) from time to time.
18. "Security" shall include Government Securities, Non-U.S. Securities,
common stock and other equity securities, bonds, debentures, corporate debt
securities, notes, mortgages or other obligations, and any certificates,
warrants or other instruments representing rights to receive, purchase, or
subscribe for the same, or evidencing or representing any other rights or
interests therein.
All capitalized terms not defined herein shall have the meanings given them
in the Agreement.
ARTICLE II
AUTHORIZATION
1. AUTHORIZATION. The Lender hereby acknowledges receipt of the Bank's
standard forms of Global Securities Borrowing Supplement and Overseas Securities
Borrowing Agreement and authorizes the Bank to make Loans pursuant to agreements
substantially in the form thereof and in accordance with the parameters set
forth in Schedule II hereto (as such Schedule may be amended from time to time).
2. USE OF CLEARING ORGANIZATIONS. The Lender hereby authorizes the Bank
on a continuous and on-going basis, to deposit in the appropriate Clearing
Organizations all Non-U.S. Securities eligible for deposit therein and to
utilize the Clearing Organizations to the extent possible in connection with its
receipt and delivery of Non-U.S. Securities, Non-U.S. Collateral, Approved
Non-U.S. Investments and monies pursuant to this Supplement. Where Non-U.S.
Securities, Non-U.S. Collateral and Approved Non-U.S. Investments eligible for
deposit in a Clearing Organization are transferred to the Account, the Bank
shall identify as belonging to the Lender a quantity of securities in a fungible
bulk of securities shown on the Bank's account on the books of the appropriate
Clearing Organization. Non-U.S. Securities, Non-U.S. Collateral and Approved
Non-U.S. Investments deposited in a Clearing Organization will be represented in
accounts which include only assets held by the Bank for customers, including but
not limited to accounts in which the Bank acts in a fiduciary or agency
capacity.
ARTICLE III
SECURITIES LENDING TRANSACTIONS
1. RECEIPT OF NON-U.S. COLLATERAL; APPROVED NON-U.S. INVESTMENTS. Upon
entering Loans, the Bank shall receive all Collateral and Non-U.S. Collateral in
accordance with the Global Securities Borrowing Supplement, or Overseas
Securities Borrowing Agreement, as appropriate, in such amount that the Market
Value of such Collateral and Non-U.S. Collateral is not less than the Collateral
Requirement. Subject to Schedule I hereto and any restrictions set forth by the
Lender in a Certificate, the Bank is hereby authorized and directed to invest
and reinvest all or substantially all of the Collateral represented by cash and
Non-U.S. Cash Collateral in any Approved Investment or Approved Non-U.S.
Investment.
2. DISTRIBUTIONS ON LOANED NON-U.S. SECURITIES. Unless otherwise agreed,
cash distributions paid on Loaned Securities which are Non-U.S. Securities shall
be credited to the Account in the currency in which such distributions are paid
on the Business Day following receipt from the Borrower.
3. MARKS TO MARKET. The Bank shall on each Business Day xxxx to market
the value of all Loaned Securities and demand from the appropriate Borrowers
additional Collateral or Non-U.S. Collateral when the Market Value of Collateral
and Non-U.S. Collateral received by the Bank from such Borrowers is less than
the then current Market Value of all of the Loaned Securities (a "Margin
Deficit"). Notwithstanding the foregoing, Lender agrees that the Bank may
exercise its right to demand additional Collateral
2
or Non-U.S. Collateral from Borrowers only where a Margin Deficit exceeds a
specified amount or specified percentage of the Market Value of the Loaned
Securities determined by the Bank to be immaterial (but at all times consistent
with generally accepted industry practices). Whenever the Bank demands
additional Collateral or Non-U.S. Collateral pursuant to the foregoing, such
additional Collateral together with the Collateral and Non-U.S. Collateral then
held by the Bank in connection with Loans shall have a Market Value of not less
than the Collateral Requirement.
4. COLLATERAL SUBSTITUTIONS. The Bank shall accept substitutions of
Collateral or Non-U.S. Collateral in accordance with the Global Securities
Borrowing Supplement or Overseas Securities Borrowing Agreement, as appropriate.
5. FOREIGN EXCHANGE. Where the Bank is authorized or directed by the
Lender to convert currency received hereunder into other currency, the Bank
shall effect such transactions through customary banking channels. The Lender
shall be responsible for all fees and expenses in connection with such
conversion. The Bank shall have no responsibility and shall not be liable for
losses resulting from nationalization, expropriation or other governmental
actions, regulation of the banking industry, currency controls or restrictions,
devaluations or fluctuations, or market conditions that prevent the orderly
settlement of exchange transactions.
6. MISCELLANEOUS. The provisions of this Supplement shall apply solely
with respect to Loans hereunder. All provisions of the Agreement shall
nevertheless remain in full force and effect with respect to Loans made pursuant
to this Supplement, and all capitalized terms and provisions contained in the
Agreement shall be read so as to apply fully to Loans made pursuant to this
Supplement; PROVIDED, that in the event of any conflict between the provisions
of the Agreement and the provisions of this Supplement, the provisions of this
Supplement shall control.
Dated: ING FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------------
Title: Executive Vice President, CFO
THE BANK OF NEW YORK
By: Xxxxxxx X. Xxxxx
---------------------------------
Title: Managing Director
3
SCHEDULE I
APPROVED NON-U.S. INVESTMENTS
(check where appropriate and execute below)
INVESTMENT LIMIT (IF ANY)
/X/ Approved Investments
/ / "AAA" (or equivalent) rated
non-subordinated debt issued by the
International Bank for Reconstruction
and Development, European Bank for
Reconstruction and Development, European
Investment Bank, Asian Development Bank,
African Development Bank or
Inter-American Development Bank
/ / certificates of deposit, time deposits
and other bank deposit obligations
issued outside the U.S. by banks
operating under the laws of any OECD
country
/ / bankers' acceptances issued outside the
U.S. by banks operating under the laws
of any OECD country
/ / obligations issued by the central
government of any OECD country or any of
their agencies or instrumentalities
/ / high-grade commercial paper and other
money market instruments issued by
obligors operating under the laws of any
OECD country
/ / repurchase and reverse repurchase
agreements collateralized by any or all
of the types of investments approved in
this Schedule I and entered into with
counterparties approved by The Bank of
New York (including The Bank of New York
and its affiliates)
Dated: ING FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President,
CFO
SCHEDULE II
PERMITTED GLOBAL LENDING ACTIVITIES
(check where appropriate and execute below)
The Bank is hereby authorized to make the following types of Loans pursuant
to the Global Securities Lending Supplement:
/ / Securities loans vs. receipt of Non-U.S.
Collateral
/X/ Non-U.S. Securities loans vs. receipt of
Collateral
/ / Non-U.S. Securities loans vs. receipt of
Non-U.S. Collateral
Dated: ING FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President,
CFO