AMENDMENT TO
Exhibit (g)(3)(iv)
AMENDMENT TO
SECURITIES LENDING AGREEMENT AND GUARANTY
THIS AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY ("Amendment") is made effective as of the 1st day of October, 2011 (the "Effective Date"), by and between THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York (the "Bank") and each Investment Company and each Series thereof listed on Exhibit A (each a "Lender").
WHEREAS, the Lender and the Bank have entered into a certain Securities Lending Agreement and Guaranty dated as of August 7, 2003 (as amended, modified or supplemented from time to time, the "Agreement"); and
WHEREAS, The Bank of New York is now known as The Bank of New York Mellon; and
WHEREAS, the Lender and the Bank desire to amend the Agreement in certain respects as hereinafter provided:
NOW, THEREFORE, the parties hereto, each intending to be legally bound, do hereby agree as
follows:
1.From and after the Effective Date, the Agreement is hereby amended by deleting Schedule I therefrom in its entirety and substituting in lieu thereof a new Schedule I identical to that which is attached hereto as Attachment 1.
2.From and after the Effective Date, the terms of this Amendment shall supersede and replace terms of the Custody & Fund Accounting Fee Schedule for ING Funds effective October, 1, 2008 relating to Securities Lending.
3.From and after the Effective Date, the Agreement is hereby amended by deleting Article V, Section 8 (entitled "Agent's Fee") and substituting in lieu thereof the following:
8.AGENT'S FEE In consideration for the securities lending services to be provided by the Bank hereunder, the Bank shall be entitled to retain 3% of the net securities lending revenues generated under this Agreement as compensation for its securities lending services (the "Agent's Fee") and Lender shall be entitled to the remainder of such net securities lending revenues. For purposes hereof, net securities lending revenues shall mean (i) all Securities Loan Fees; plus (ii) all Proceeds and earnings from the investment and reinvestment of Cash Collateral minus Rebate. Bank is hereby authorized to charge such compensation against and collect and or retain such compensation from the revenues derived from the securities lending activities conducted on behalf of Lender pursuant to this Agreement."
Unless this Agreement is sooner terminated in accordance with the provisions hereof or unless otherwise agreed in writing by the parties hereto, the Agent's Fee set forth herein shall remain in effect for a period of three years commencing on the Effective Date after which the parties hereto agree to renegotiate the applicable agent's fee in good faith.
4.Except as expressly amended hereby, all of the provisions of the Agreement shall continue in full force and effect; and are hereby ratified and confirmed in all respects. Upon the effectiveness of this Amendment, all references in the Agreement to "this Agreement" (and all indirect references such as "herein", "hereby", "hereunder" and "hereof") shall be deemed to refer to the Agreement as amended by this Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date set
forth above.
THE BANK OF NEW YORK MELLON |
ING Asia Pacific High Dividend Equity Income | |||||
|
|
|
|
Fund, ING Emerging Markets High Dividend | ||
|
|
|
|
Equity Fund, ING Equity Trust, ING Funds Trust, | ||
|
|
|
|
ING Global Advantage and Premium Opportunity | ||
By: /s/Xxxxxxx X. Xxxxx |
Fund, ING Global Equity Dividend and Premium | |||||
|
|
|
|
Opportunity Fund, ING Infrastructure, Industrials | ||
Name: Xxxxxxx X. Xxxxx |
and Materials Fund, ING International High | |||||
|
|
|
|
Dividend Equity Income Fund, ING Investors | ||
Title: Managing Director |
Trust, ING Mayflower Trust, ING Mutual Funds, | |||||
|
|
|
|
ING Partners, Inc., ING Risk Managed Natural | ||
|
|
|
|
Resources Fund, ING Separate Portfolios Trust, | ||
|
|
|
|
ING Series Fund, Inc., ING Strategic Allocation | ||
|
|
|
|
Portfolios, Inc., ING Variable Funds, ING Variable | ||
|
|
|
|
Portfolios, Inc., ING Variable Products Trust, ING | ||
|
|
|
|
Balanced Portfolio, Inc., ING Intermediate Bond | ||
|
|
|
|
Portfolio, and ING Money Market Portfolio on | ||
|
|
|
|
behalf of each Investment Company and each | ||
|
|
|
|
Series thereof listed on Exhibit A hereto. | ||
|
|
|
|
By: /s/Xxxx Xxxxx | ||
|
|
|
|
|
Xxxx Xxxxx |
|
|
|
|
|
|
Senior Vice President |
2
|
Exhibit (g)(3)(iv) |
EXHIBIT A |
|
Lenders |
|
Fund |
BNY Account Number |
|
(domestic/global) |
ING Asia Pacific High Dividend Equity Income Fund |
470269 |
ING Emerging Markets High Dividend Equity Fund |
471840 |
ING Equity Trust |
|
ING Equity Dividend Fund |
471164 |
ING Growth Opportunities Fund |
464733 |
ING MidCap Opportunities Fund |
464741 |
ING Mid Cap Value Fund |
472138 composite |
|
472391 RBC |
|
472393 Wellington |
ING Real Estate Fund |
464746 |
ING SmallCap Opportunities Fund |
464743 |
ING Value Choice Fund |
464786 |
ING Funds Trust |
|
ING GNMA Income Fund |
464012 |
ING High Yield Bond Fund |
464010 |
ING Intermediate Bond Fund |
464006 |
ING Global Advantage and Premium Opportunity Fund |
464792 domestic |
|
464790 global |
|
464791 composite |
ING Global Equity Dividend and Premium Opportunity Fund |
464767 |
ING Infrastructure, Industrials and Materials Fund |
Equity – 471149 |
|
Composite – 471153 |
|
Derivative – 471155 |
ING International High Dividend Equity Income Fund |
IIM – 471086 |
|
IIMA Europe – 471088 |
|
IIM Asia/Pacific – 471090 |
ING Investors Trust |
|
ING American Funds Asset Allocation Portfolio |
471146 |
3
Fund |
BNY Account Number |
|
(domestic/global) |
ING American Funds Bond Portfolio |
471173 |
ING American Funds Global Growth and Income Portfolio |
471338 |
ING American Funds Growth Portfolio |
464755 |
ING American Funds International Growth and Income Portfolio |
471326 |
ING American Funds International Portfolio |
464761 |
ING American Funds World Allocation Portfolio |
471391 |
ING Artio Foreign Portfolio |
279606 |
ING BlackRock Health Sciences Opportunities Portfolio |
464704 |
ING BlackRock Inflation Protected Bond Portfolio |
470551 |
ING BlackRock Large Cap Growth Portfolio |
279607 |
ING Clarion Global Real Estate Portfolio |
464280 |
ING Clarion Real Estate Portfolio |
058086 |
ING Core Growth and Income Portfolio |
058401/279601 |
ING DFA Global Allocation Portfolio |
471616 |
ING DFA World Equity Portfolio |
Composite – 471087 |
|
Large Cap Market 10 – 471096 |
|
U.S. Blue-Chip 10 – 471094 |
|
Int'l Blue-Chip 75 – 471144 |
|
Small Cap 40 – 471170 |
|
25 Fund – 471098 |
ING FMR® Diversified Mid Cap Portfolio |
058404 |
ING Franklin Income Portfolio |
464703 |
ING Franklin Mutual Shares Portfolio |
470549 |
ING Franklin Xxxxxxxxx Founding Strategy Portfolio |
470550 |
ING Global Resources Portfolio |
058085 |
ING Xxxxxxx Sachs Commodity Strategy Portfolio |
471201 |
ING Invesco Xxx Xxxxxx Growth and Income Portfolio |
058090 |
ING JPMorgan Emerging Markets Equity Portfolio |
058096 |
ING JPMorgan Small Cap Core Equity Portfolio |
279610 |
ING Large Cap Growth Portfolio |
464706 |
ING Large Cap Value Portfolio |
470567 |
ING Limited Maturity Bond Portfolio |
058082 |
ING Liquid Assets Portfolio |
058081 |
ING Xxxxxxx Growth Portfolio |
058101 |
ING MFS Total Return Portfolio |
058100 |
ING MFS Utilities Portfolio |
464584 |
4 |
|
Fund |
BNY Account Number |
|
(domestic/global) |
ING Xxxxxx Xxxxxxx Global Franchise Portfolio |
279605 |
ING Oppenheimer Active Allocation Portfolio |
471395 |
ING PIMCO High Yield Portfolio |
464018 |
ING PIMCO Total Return Bond Portfolio |
058103 |
ING Pioneer Fund Portfolio |
464578 |
ING Pioneer Mid Cap Value Portfolio |
464580 |
ING Retirement Conservative Portfolio |
471092 |
ING Retirement Growth Portfolio |
464996 |
ING Retirement Moderate Growth Portfolio |
464994 |
ING Retirement Moderate Portfolio |
464992 |
ING X. Xxxx Price Capital Appreciation Portfolio |
058084 |
ING X. Xxxx Price Equity Income Portfolio |
058087 |
ING X. Xxxx Price International Stock Portfolio |
464576 |
ING Templeton Global Growth Portfolio |
058095 |
ING U.S. Stock Index Portfolio |
464701 |
ING Mayflower Trust |
Xxxxxxx Sleeve – 464212 |
ING International Value Fund | |
|
del Rey Sleeve – 472491 |
|
IIM Sleeve – 471400 |
|
Composite - 471399 |
ING Mutual Funds |
|
ING Diversified International Fund |
464292 |
ING Emerging Countries Fund |
464214 |
ING Emerging Markets Equity Fund |
Composite – 472158 |
|
JPM – 472392 |
|
Delaware – 472394 |
ING Global Bond Fund |
464773 |
ING Global Equity Dividend Fund |
464751 |
ING Global Natural Resources Fund |
464210 |
ING Global Opportunities Fund |
464202 |
ING Global Real Estate Fund |
464220 |
ING Global Value Choice Fund |
464218 |
ING Greater China Fund |
464286 |
ING Index Plus International Equity Fund |
464282 |
ING International Capital Appreciation Fund |
464282 |
ING International Core Fund |
Composite – 472496 |
|
Xxxxxxxxx Sleeve – 472502 |
|
Wellington Sleeve – 472498 |
ING International Growth Fund |
Composite – 472499 |
Xxxxxxx Xxxxxxx Sleeve – 472492
X. Xxxx Price Sleeve – 472500
5
Fund |
BNY Account Number |
|
(domestic/global) |
ING International Real Estate Fund |
464298 |
ING International SmallCap Multi-Manager Fund |
464216 |
ING International Value Choice Fund |
464278 |
ING Russia Fund |
464208 |
ING Partners, Inc. |
|
ING American Century Small-Mid Cap Value Portfolio |
464515/464521 |
|
Composite - 464501 |
ING Baron Small Cap Growth Portfolio |
464504 |
ING Columbia Small Cap Value II Portfolio |
Team II, Sleeve 1 – 464785 |
|
Team I, Sleeve II – 471330 |
|
Composite – 471329 |
ING Xxxxx New York Venture Portfolio |
464546 |
ING Fidelity® VIP Contrafund® Portfolio |
464564 |
ING Fidelity® VIP Equity-Income Portfolio |
464568 |
ING Fidelity® VIP Mid Cap Portfolio |
464566 |
ING Global Bond Portfolio |
464548 |
ING Index Solution 2015 Portfolio |
471152 |
ING Index Solution 2020 Portfolio |
472397 |
ING Index Solution 2025 Portfolio |
471154 |
ING Index Solution 2030 Portfolio |
472495 |
ING Index Solution 2035 Portfolio |
471158 |
ING Index Solution 2040 Portfolio |
472399 |
ING Index Solution 2045 Portfolio |
471159 |
ING Index Solution 2050 Portfolio |
472493 |
ING Index Solution 2055 Portfolio |
471368 |
ING Index Solution Income Portfolio |
471151 |
ING Invesco Xxx Xxxxxx Xxxxxxxx Portfolio |
464512 |
ING Invesco Xxx Xxxxxx Equity and Income Portfolio |
464536 |
ING JPMorgan Mid Cap Value Portfolio |
464506 |
ING Oppenheimer Global Portfolio |
464508 |
ING PIMCO Total Return Portfolio |
464510 |
ING Pioneer High Yield Portfolio |
464032 |
ING Solution 2015 Portfolio |
464590 |
ING Solution 2020 Portfolio |
472588 |
ING Solution 2025 Portfolio |
464594 |
ING Solution 2030 Portfolio |
472590 |
ING Solution 2035 Portfolio |
464596 |
ING Solution 2040 Portfolio |
472398 |
ING Solution 2045 Portfolio |
464574 |
6 |
|
Fund |
BNY Account Number |
|
(domestic/global) |
ING Solution 2050 Portfolio |
472589 |
ING Solution 2055 Portfolio |
471370 |
ING Solution Aggressive Growth Portfolio |
471926 |
ING Solution Conservative Portfolio |
471928 |
ING Solution Growth Portfolio |
471083 |
ING Solution Income Portfolio |
464586 |
ING Solution Moderate Portfolio |
471082 |
ING X. Xxxx Price Diversified Mid Cap Growth Portfolio |
464534 |
ING X. Xxxx Price Growth Equity Portfolio |
464530 |
ING Xxxxxxxxx Foreign Equity Portfolio |
464200 |
ING Xxxxxxxxx Value Portfolio |
464522 |
ING UBS U.S. Large Cap Equity Portfolio |
464520 |
ING Risk Managed Natural Resources Fund |
464763 |
ING Separate Portfolios Trust |
|
ING SPorts Core Fixed Income Fund |
470568 |
ING Series Fund, Inc. |
|
ING Alternative Beta Fund |
471392 |
ING Capital Allocation Fund |
464722 |
ING Core Equity Research Fund |
464723 |
ING Corporate Leaders 100 Fund |
471161 |
ING Global Target Payment Fund |
471174 |
ING Index Plus LargeCap Fund |
464726 |
ING Index Plus MidCap Fund |
464727 |
ING Index Plus SmallCap Fund |
464725 |
ING Money Market Fund |
464064 |
ING Small Company Fund |
464729 |
ING Tactical Asset Allocation Fund |
471160 |
ING Strategic Allocation Portfolios, Inc. |
|
ING Strategic Allocation Conservative Portfolio |
464420 |
ING Strategic Allocation Growth Portfolio |
464418 |
ING Strategic Allocation Moderate Portfolio |
464416 |
ING Variable Funds |
|
ING Growth and Income Portfolio |
464402 |
ING Variable Portfolios, Inc.
7
Fund |
BNY Account Number |
|
(domestic/global) |
ING Australia Index Portfolio |
472489 |
ING BlackRock Science and Technology Opportunities Portfolio |
464422 |
ING Euro STOXX 50® Index Portfolio |
471356 |
ING FTSE 100 Index® Portfolio |
471369 |
ING Hang Seng Index Portfolio |
471349 |
ING Index Plus LargeCap Portfolio |
464406 |
ING Index Plus MidCap Portfolio |
464408 |
ING Index Plus SmallCap Portfolio |
464410 |
ING International Index Portfolio |
471167 |
ING Japan TOPIX Index® Portfolio |
471417 |
ING RussellTM Large Cap Growth Index Portfolio |
471346 |
ING Xxxxxxx™ Large Cap Index Portfolio |
471172 |
ING RussellTM Large Cap Value Index Portfolio |
471352 |
ING RussellTM Mid Cap Growth Index Portfolio |
471354 |
ING Xxxxxxx™ Mid Cap Index Portfolio |
471168 |
ING Xxxxxxx™ Small Cap Index Portfolio |
471166 |
ING Small Company Portfolio |
464414 |
ING U.S. Bond Index Portfolio |
471169 |
ING WisdomTreeSM Global High-Yielding Equity Index Portfolio |
471145 |
ING Variable Products Trust |
|
ING International Value Portfolio |
464464 |
ING MidCap Opportunities Portfolio |
464444 |
ING SmallCap Opportunities Portfolio |
464450 |
ING Balanced Portfolio, Inc. |
464428 |
ING Balanced Portfolio |
|
ING Intermediate Bond Portfolio |
464400 |
ING Money Market Portfolio |
464412 |
8
Exhibit (g)(3)(iv)
ATTACHMENT 1
to
AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY
dated August 7, 2003
which Amendment is made and effective as of October 1, 2011, by and between THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York (the "Bank") and each Investment Company and each Series thereof listed on Exhibit A hereto (each a "Lender")
SCHEDULE I
to
SECURITIES LENDING AUTHORIZATION AGREEMENT AND GUARANTY
THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York (the "Bank") and each
Investment Company and each Series thereof listed on Exhibit A thereto (each a "Lender") (the
"Agreement")
APPROVED INVESTMENTS
In accordance with the Agreement, Cash Collateral received by Bank on behalf of Lender shall be held in a the Collateral Account established and maintained by Bank for Lender and shall be invested and maintained in accordance with the following guidelines:
Amortized Cost
Cash collateral which is invested on behalf of the Lender by Bank will be held and maintained by the Bank in the Collateral Account on an amortized cost, rather than market value basis. If non-cash assets are to be sold prior to their maturity for purposes of effecting a withdrawal from the Collateral Account, it is possible that a loss may be realized. In addition, there is no guarantee that the Collateral Account will continue to be maintained on a cost, rather than a market value basis. The amortized or book value of the Collateral Account's assets and underlying fair market value of its assets may differ to a certain degree, and accordingly, deposits or withdrawals to or from the Collateral Account utilizing such amortized or book value may be made when the fair market value of the underlying assets of the Collateral Account is less than, or exceeds, such amortized or book value.
Allowable Investments: The Bank is hereby Authorized to invest and reinvest Cash Collateral in the following U.S. Dollar denominated investments:
1.The BNY Mellon Overnight Government Fund, a series of the BNY Institutional Cash Reserves Trust; and
2.Repurchase Transactions subject to the following:
•Repurchase Transactions shall be entered into pursuant to one or more written agreements between the Bank, as agent for the Lender, as buyer, and each counterparty, as seller (each a "Counterparty") substantially in the form of the Bond Market Association Master Repurchase Agreement ("Repurchase Agreement").
•Repurchase obligations of each Counterparty shall be collateralized at not less than 102% and shall be collateralized with (i.e., Purchased Securities, as defined in the Repurchase Agreement, shall consist of) securities issued or fully guaranteed by the
United States Treasury; United States government or any agency, instrumentality or authority of the of the United States government
•Repurchase Transactions shall not have a final maturity date (i.e., Repurchase Date) longer than one business day as of the date of initiation of any Repurchase Transaction.
•Notwithstanding any other provision of the Agreement if for any reason a Counterparty to any Repurchase Transaction (as defined below) entered into by the Bank, as Buyer, on behalf of the Lender pursuant hereto shall fail to redeliver to the Bank the Purchase Price upon the termination of such Repurchase Transaction (i.e., the Repurchase Date) as and when required, the Bank shall promptly sell the Purchased Securities held by the Bank in respect of such Repurchase Transaction in a commercially reasonable manner and immediately deposit the proceeds of such sale ("Proceeds") to the Collateral Account. If the Proceeds are less than the Purchase Price required to have been redelivered by the Counterparty to the Bank on the Repurchase Date, the Bank shall, at Bank's cost and expense, promptly deposit the amount of such difference to the Collateral Account. The term "Repurchase Transaction" means each transaction entered into between the Bank, as agent for the Lender, and a Counterparty under the terms of a Repurchase Agreement pursuant to which the Counterparty initially transfers securities to the Bank (the "Purchased Securities"), for the account of the Lender and the Bank transfers cash to the Counterparty (the "Purchase Price"). 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 relevant Repurchase Agreement to the extent of any payment, loss or expense or credit by the Bank pursuant hereto including, but not limited to, Lender's rights with respect to Purchased Securities held in respect of any such Repurchase Transaction. Lender agrees to execute and deliver to Bank such documents as Bank may reasonably require and otherwise to co-operate reasonably with Bank to effectuate the forgoing subrogation. If for any reason the Bank cannot assert any such rights and remedies against the Counterparty to any such Repurchase Transaction and/or its successors and assigns in its own right, the Lender shall, at the expense of the Bank, file and prosecute such complaints and lawsuits and take such action as the Bank may reasonably request in connection with the recovery of any such payment, loss or expense and shall otherwise cooperate reasonably with the Bank in any such claim or litigation.
2