EXHIBIT (h)(19)
CUSTODIAN SERVICE AND MONITORING AGREEMENT
THIS AGREEMENT made as of the 1st day of May, 2002 by and among ING SERIES
FUND, INC. ("Fund"), MBIA INSURANCE CORPORATION ("MBIA") and STATE STREET BANK
AND TRUST COMPANY ("State Street").
WHEREAS, the Fund intends to establish one or more series of the Fund, each to
be called a ING Classic Principal Protection Fund (each a "Series"), with an
obligation by the Fund, on behalf of each Series, that on a date certain (the
"Guarantee Maturity Date"), each shareholder of such Series will be entitled to
redeem each of his or her shares for an amount no less than the Guarantee per
Share, the calculation of which is described in the Fund's Registration
Statement ("Repayment Obligation"); and
WHEREAS, the Fund has entered into a Financial Guaranty Agreement with
MBIA (the "Financial Guaranty Agreement") whereby MBIA will issue a policy to
support the Repayment Obligation of each Series ("Policy"); and
WHEREAS, Schedule A contains a list of each Series currently existing and
to which this Agreement applies; and
WHEREAS, such Schedule A may be amended from time to time by mutual
written agreement of the parties hereto to include additional series as
provided for in the Financial Guaranty Agreement, whereupon such series shall
become a Series hereunder;
WHEREAS, in connection therewith, the Fund intends to open custody
accounts with State Street under the terms of the Custodian Agreement (the
"Custodian Agreement") between the Fund, formerly known as Northstar Equity
Trust, and State Street dated as of August 20, 1998, as amended, on behalf of
each Series, to hold such Series' portfolio investments; and
WHEREAS, under the terms of the Financial Guaranty Agreement, in
consideration of MBIA's issuing the Policy in respect of a Series, the Fund, on
behalf of such Series, has agreed to a particular investment strategy and to
provide an arrangement whereby trades executed for such Series through the
Guarantee Maturity Date for such Series will be monitored for conformity with
certain guidelines; and
WHEREAS, the Fund and MBIA wish for State Street to provide investment
monitoring services in respect of each Series, and State Street is willing to
perform such services upon the following terms and conditions; and
WHEREAS, the Fund and MBIA wish for State Street to provide trade
execution services in respect of each Series, and State Street is willing to
perform such services upon the following terms and conditions.
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration the parties hereto agree to the following:
1. Construction. Unless the context of this Agreement otherwise clearly
requires, references to the plural include the singular, the singular the
plural and the part the whole and "or" has the inclusive meaning sometimes
represented by the phrase "and/or." The words
"hereof," "herein," "hereunder" and similar terms in this Agreement refer to
this Agreement as a whole and not to any particular provision of this Agreement.
The section and other headings contained in this Agreement are for reference
purposes only and shall not control or affect the construction of this Agreement
or the interpretation thereof in any respect. Section, subsection, schedule;
exhibit and attachment references are to this Agreement unless otherwise
specified.
2. Custody and Monitoring Services. The Fund, on behalf of each Series,
will open with State Street one or more custody account(s) designated "Series"
(such designated custody account(s) hereinafter referred to as "Series
Account"). The Series Account will contain the appropriate designation in its
title and will be operated subject to the terms of the Custodian Agreement
between State Street and the Fund. State Street will monitor the assets
delivered to each Series Account for conformity with the guidelines set forth in
Schedule B attached hereto entitled Conforming Assets Guidelines (the
"Guidelines"). For purposes of this Agreement, State Street will only be
responsible for performing conforming assets tests on assets that are traded
through the Series Accounts and shall not be responsible for monitoring the
continuing compliance with the Guidelines of assets held in the Series Accounts.
In order to carry out the conforming assets tests, State Street will rely on the
trade information that State Street receives from the Fund on behalf of each
Series and from broker confirmations tendered by brokers to State Street through
The Depository Trust Company's Institutional Delivery Confirmation System ("DTC
ID"). Such trade information must be complete, properly formatted and provided
to State Street in a timely manner. State Street shall perform the conforming
asset tests with respect to each asset added to each Series Account promptly
after receipt of the related trade information and in any event within one
business day of such receipt by State Street. If by applying the conforming
assets tests to the Series Accounts in respect of each Series an instance of
noncompliance with the Guidelines is noted, State Street will notify MBIA and
the Fund promptly of such noncompliance in writing via facsimile transmission.
Once State Street has notified the Fund and MBIA as to the existence of
noncompliance with respect to a Series, State Street shall have no further
obligation or duty to the Fund, such Series or MBIA to monitor the trade with
respect to such Series, or to report its cure.
3. Notification of Event of Default/Trade Execution/Cure Notice/Obligation
To Reject Trades. If MBIA notifies State Street, by giving a written notice to
State Street, with a copy to the Fund, substantially in the format of Exhibit 1
hereto, that an Event of Default under the Financial Guaranty Agreement has
occurred with respect to a Series and remains uncured ("Event of Default
Notice"), State Street will promptly confirm receipt of such notice, via phone
contact and facsimile to the Fund.
After or concurrently with State Street's receipt of an Event of Default
Notice and until the end of the related DK Period (as defined below), MBIA shall
be entitled to deliver to State Street (with a copy to the Fund) trade
instructions in the format of Attachment 1 to Exhibit 1 (for manual trade
instructions) or in the format of Attachment 2 to Exhibit 1 (for electronic
instructions) with respect to the Series Accounts in respect of a Series or in
respect of all Series as set forth in the Event of Default Notice. MBIA shall
deliver to State Street, with a copy to the Fund, a written notice of the cure
of such default, substantially in the format of Exhibit 2 hereto, promptly upon
the occurrence of such cure (the "Cure Notice").
From 12:01 a.m. eastern time on the Business Day (defined as a day upon
which the New York Stock Exchange is open for trading and is not a Saturday or
Sunday, and is neither a legal holiday nor a day on which banking institutions
are generally authorized or obligated by law or
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regulation to close) immediately following the day upon which State Street
receives an Event of Default Notice from MBIA until 12:01 a.m. eastern time on
the Business Day immediately following the day upon which State Street receives
a Cure Notice from MBIA (a "DK Period"), State Street shall reject and not act
upon any trade instructions issued directly by the Fund (or its investment
adviser) for the Series Accounts in respect of a Series or in respect of all
Series as set forth in the Event of Default Notice. With respect to the Series
Accounts, State Street shall, upon the termination of a DK Period, revert to
its normal method of accepting trade instructions from the Fund (or its
investment adviser) as governed by the Custodian Agreement. Nothing herein
shall be construed as authorizing State Street to reject for settlement
securities transactions for which trade instructions were issued prior to 12:01
am. eastern time on the Business Day immediately following the day on which
State Street receives an Event of Default Notice.
From the time State Street receives an Event of Default Notice through the
end of the related DK Period, State Street is irrevocably authorized and
instructed (i) to act upon any and all trade instructions delivered by MBIA and
(ii) to execute the transactions set forth in such instructions through a
broker or dealer designated in writing by MBIA for the Series Accounts in
respect of a Series or in respect of all Series as indicated in such Event of
Default Notice. State Street will promptly notify the Fund, with a copy to
MBIA, of trades executed as a result of instructions received by MBIA. Such
notification will be made via transmission of a trade execution file to the
extent possible (substantially in the format of Exhibit 5), by close of
business on the date such trades are executed.
4. Delivery of Documents. The Fund and MBIA will promptly furnish to State
Street such copies, properly certified or authenticated, of documents and other
related information that State Street may reasonably request or require to
properly discharge its duties herein.
5. Fees and Expenses.
(a) As compensation for the services rendered to the Fund and MBIA
pursuant to this Agreement, the Fund, on behalf of each Series, shall pay State
Street monthly fees determined as set forth in Schedule A hereto. Such fees are
to be billed monthly and shall be due and payable upon receipt of the invoice.
The Fund and State Street may agree, from time to time, to a change to the fees
set forth in Schedule A. Upon any termination of the provision of services
under this Agreement before the end of any month, the fee for the part of the
month before such termination shall be prorated according to the proportion
which such part bears to the full monthly period and shall be payable upon the
date of such termination.
(b) The Fund may request additional services, additional processing, or
special reports, with such specifications and requirements documentation as may
be reasonably required by the Fund or by State Street. If State Street elects
to provide such services or arrange for their provision, it shall be entitled
to additional fees and expenses at its customary rates and charges.
(c) All fees, out-of-pocket expenses, or additional charges of State
Street shall be billed on a monthly basis and shall be due and payable by the
Fund, on behalf of each Series, upon receipt of the invoice.
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(d) State Street will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for
such month. Charges remaining unpaid thirty (30) days after receipt of such
statement (with the exception of specific amounts which may be contested in
good faith by the Fund) shall bear interest in finance charges equivalent to
State Street's Prime Rate as announced from time to time plus two (2) percent
per annum and all costs and expenses of effecting collection of any such sums,
including reasonable attorneys' fees, shall be paid by the Fund, on behalf of
each Series, to State Street.
(e) In the event that the Fund, on behalf of a Series, is more than sixty
(60) days delinquent in its payments of monthly xxxxxxxx in connection with
this Agreement (with the exception of specific amounts which may be contested
in good faith by the Fund), this Agreement may be terminated with respect to
such Series upon sixty (60) days' written notice to the Fund and MBIA by State
Street. The Fund must notify State Street in writing of any contested amounts,
with a copy to MBIA, within thirty (30) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated. MBIA reserves the right to pay the delinquent amounts thereby
eliminating State Street's right to terminate the Agreement under this
subsection.
6. Limitation of Liability and Indemnification
(a) In undertaking the performance of its obligations hereunder, State
Street shall not be liable for any loss, damage or expense suffered by the Fund,
any Series or MBIA in connection with the matters to which this Agreement
relates or the services provided hereunder except for general damages solely
caused by or resulting from willful misfeasance, bad faith or negligence on the
part of State Street, its officers, employees or agents, in the performance of
its or their duties under this Agreement. "General Damages" means only those
damages as directly and necessarily result from such act or omission without
reference to any special conditions or circumstances of the Fund, any Series or
MBIA. In no event shall State Street be liable for any indirect, special or
consequential losses or damages of any kind whatsoever (including but not
limited to lost profits), even if State Street has been advised of the
likelihood of such losses or damages and regardless of the form of action
through which any such losses or damages may be claimed.
(b) State Street shall not be responsible for, and the Fund on behalf of
each Series shall indemnify and hold State Street, its officers, employees and
agents (collectively "State Street and its agents") harmless from and against
any and all losses, damages, costs, reasonable attorneys' fees and expenses,
incurred by State Street or its agents in connection with State Street's
acceptance of this Agreement in the performance of its/their duties hereunder in
respect of such Fund, including but not limited to those arising out of or
attributable to:
(i) any and all actions of State Street and its agents required to be
taken pursuant to this Agreement;
(ii) the reliance on or use by State Street and/or its agents of
information, records, or documents which are received by State Street
and/or its agents and furnished to it or them by or on behalf of the
Fund, such Series or MBIA in accordance with this Agreement, and which
have been prepared or maintained by the Fund, such Series or MBIA or
any third party on behalf of the Fund, such Series or MBIA;
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(iii) the Fund's or MBIA's refusal or failure to comply with the terms of
this Agreement or any agreement between such Series, the Fund and
MBIA relating to the matters herein, or the Fund's, such Series', or
MBIA's lack of good faith, or its actions, or lack thereof, involving
negligence or willful misfeasance;
(iv) any delay, inaccuracies, errors in or omissions from information or
data provided to State Street or its agents by MBIA or such Series or
the Fund or provided to State Street or its agents by data or
corporate action services or vendors;
(v) the offer or sale of shares by the Fund, such Series or MBIA in
violation of any requirement under the Federal securities laws or
regulations or the securities laws or regulations of any state, or in
violation any stop order or other determinations or ruling by any
federal agency or any state agency with respect to the offer or sale
of such shakes in such state (1) resulting from activities, actions,
or omissions by the Fund, such Series or MBIA, or (2) existing or
arising out of activities, actions or omissions by or on behalf of
the Fund, such Series or MBIA prior to the effective date of this
Agreement;
(vi) all actions, omissions, or errors caused by third parties to whom
State Street, its agents, the Fund on behalf of such Series, or MBIA
has assigned any rights and/or delegated any duties under this
Agreement at the request of or as required by the Fund or MBIA; and
(vii) State Street and its agents acting upon electronic or written trade
instructions given by MBIA pursuant to Section 3;
provided that, in no event shall State Street or its agents be indemnified for
its or their negligence, bad faith or willful misfeasance in carrying out its
or their duties hereunder.
(c) MBIA shall indemnify and hold State Street, and its agents harmless
from and against any and all losses, damages, costs, reasonable attorneys' fees
and expenses, incurred by State Street and its agents insofar as such losses,
damages or costs arise out of, or are based upon, wrongful exercise by MBIA of
its rights under the Financial Guaranty Agreement to give instructions to State
Street pursuant to Section 3 hereof; provided that, in no event shall State
Street or its agents be indemnified for its or their negligence, bad faith or
willful misfeasance in carrying out its duties hereunder.
(d) In performing its services hereunder, State Street and its agents
shall be entitled to rely only on written instructions (oral instructions are
not permitted), notices or other communications, including electronic
transmissions, bearing or purporting to bear the manual or facsimile signature
of any person from each Series, the Fund or MBIA (an "Authorized Person")
named, and in the capacity identified, in lists (naming those persons who may
authorize the transactions in Sections 2 and 3) which are attached hereto as
Exhibit 3 (for the Fund) and Exhibit 4 (for MBIA). Any changes to such lists
will be furnished to State Street from time to time in writing and given in the
manner set forth in Section 13 hereof and will be signed by an officer of
either the Fund or MBIA, as appropriate, who shall provide State Street with
evidence of his or her authority to make such changes. Each of the Fund, in
Exhibit 3, and MBIA, in Exhibit 4, will provide State Street with authenticated
specimen signatures of each Authorized Person, and each of the Fund, on behalf
of each Series, and MBIA shall indemnify State Street
and its agents for any loss or expense caused by reliance upon such
authenticated specimen signatures which State Street and its agents acting in
good faith believe to be genuine, valid and authorized, and shall be indemnified
by each of the Fund and MBIA as appropriate for any loss or expense caused by
such reliance. In addition, in performing its services hereunder, State Street
and its agents also shall be entitled to consult with and rely on the advice and
opinions of legal counsel retained by State Street or the Fund or MBIA, as
necessary or appropriate, including State Street's in-house counsel, and State
Street shall not be liable for any action taken, suffered or omitted by it in
accordance with the advice of such counsel.
(e) In the event that State Street or its agents shall receive
instructions, claims or demand from the Fund, a Series, or MBIA which, in State
Street's opinion, conflict with any of the provisions of this Agreement, State
Street shall notify the Fund, such Series, or MBIA, as the case may be, of such
conflict and shall be, entitled to refrain from taking any action and its sole
obligation shall be to keep safely all assets in the Series Account until it
shall receive instructions, claims or demands from such party which, in State
Street's opinion, conform to the provisions of this Agreement.
(f) The duties and responsibilities of State Street hereunder shall be
determined solely by the express provisions of this Agreement, except that the
settlement and safekeeping of assets in the Series Accounts shall be governed by
the terms of the Custodian Agreement between State Street and the Fund. Should
there be any conflict between the terms of the Custodian Agreement and the terms
of this Agreement regarding the services set forth in Section 3 of this
Agreement, the terms of this Agreement shall govern.
(g) State Street shall have no responsibility to make recommendations with
respect to the purchase, retention or sale of assets relating to the Series
Accounts or to maintain any insurance on assets in the Series Accounts for the
benefit of MBIA or any Series.
(h) State Street shall have no responsibility for any act or omission, or
for the solvency or insolvency, or notice to State Street or any of its
affiliates or agents of the solvency or insolvency, of any broker (other than a
State Street affiliate selected by State Street pursuant to Section 3 hereof to
execute the trade instructions provided by MBIA).
(i) Any liability of the Fund under this Agreement with respect to a
Series, or in connection with the transactions contemplated herein with respect
to such Series, shall be discharged only out of the assets of such Series, and
no other series of the Fund (including any other Series) shall be liable with
respect thereto.
7. Term. This Agreement shall become effective immediately and shall
terminate on the earlier of the termination date under the Custodian Agreement
or December 31, 2008, unless earlier terminated by any party hereto on 90 days'
written notice to the other parties. Upon termination of this Agreement, the
Fund, on behalf of each Series, shall pay to State Street such compensation and
any out-of-pocket or other reimbursable expenses which may become due or payable
under the terms hereof as of the date of termination or after the date that the
provision of services ceases, whichever is later.
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8. Representations.
(a) The Fund, on behalf of each Series, represents and warrants that the
Fund has directed such Series' investment adviser to comply with the Guidelines
and purchase for such accounts only assets conforming to the Guidelines.
(b) Each of the parties hereto represents and warrants that: (i) it has
the legal right, power and authority to execute; deliver and perform this
Agreement and to carry out all of the transactions contemplated hereby; (ii) it
has obtained all necessary authorizations, (iii) the execution, delivery and
performance of this Agreement and the carrying out of any of the transactions
contemplated hereby will not be in conflict with, result in a breach of or
constitute a default under any agreement or other instrument to which it is a
party or which is otherwise known to it; (iv) it does not require the consent or
approval of any governmental agency or instrumentality, except any such consents
and approvals which it has obtained; and (v) the execution and delivery of this
Agreement by it will not violate any law, regulation, charter, by-law, order of
any court or governmental agency or judgment applicable to it.
9. Notices. Any notice required or permitted hereunder shall be in
writing and shall be deemed effective on the date of personal delivery (by
private messenger, courier service or otherwise) or upon confirmed receipt of
telex or facsimile or other electronic system acceptable to State Street,
whichever occurs first, or upon receipt if by mail to the parties at the
following address (or such other address as a party may specify by notice to
the others):
If to the Fund or a Series: If to MBIA: If to State Street:
ING Series Fund, Inc. MBIA Insurance Corporation State Street Bank and Trust
0000 X. Xxxxxxxxxx Xxxxx Xx 000 Xxxx Xxxxxx 000 Xxxxxxxxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000 Xxxxxx, Xxx Xxxx 00000 Xxxxxx Xxxx, XX 00000
Attention: Xxxxxxxx X. Attention: Xx. Xxxxx X. Attention: Xxxxxx X. Triano,
Anderson, Vice President and Xxxxx Client Relationship Manager
Secretary
Phone: (000)000-0000 Phone: (000)000-0000 Phone: (000)000-0000
Fax: (000)000-0000 Fax: (000)000-0000 Fax: (000)000-0000
10. Waiver. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
11. Amendments. This Agreement may be modified or amended from time to
time by mutual written agreement of the parties hereto. No provision of this
Agreement may be changed, discharged, or terminated orally, but only by an
instrument in writing signed by the parties.
12. Severability. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
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13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of
New York, without regard to laws as to
conflicts of laws, and shall be binding on all the parties hereto and their
respective successors and assigns. The Fund, MBIA and State Street hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
in the State and County of
New York for the purposes of any suit, action or
other proceedings arising out of this Agreement. The Fund, MBIA and State Street
hereby irrevocably waive any objection on the ground of venue, forum non
conveniens, or any similar grounds, and irrevocably consent to service of
process by mail or in any manner permitted by
New York law, and irrevocably
waive their respective rights to any jury trial. The headings of the sections
hereof are included for convenience of reference only and do not form a part of
this Agreement.
14. Benefit of the Parties. This Agreement is for the exclusive benefit of
the parties hereto and shall not be relied upon by or create any beneficial
interest in any person not a party hereto including any shareholders of the
Fund.
15. Counterparts: This Agreement may be executed by the parties in a
number of counterparts each of which shall be an original and together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
ING SERIES FUND, INC. MBIA INSURANCE CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx By:
----------------------------- ----------------------------
Name: Xxxxxxx X. Xxxxxx Name:
--------------------------- --------------------------
Title: Senior VP & Principal Title:
Financial Officer
-------------------------- -------------------------
STATE STREET BANK AND TRUST COMPANY
By:
-----------------------------
Name: Xxxxxxx X. Xxxxxxxx
---------------------------
Title: Senior Vice President
--------------------------
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13. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of
New York, without regard to laws as to
conflicts of laws, and shall be binding on all the parties hereto and their
respective successors and assigns. The Fund, MBIA and State Street hereby
irrevocably submit to the exclusive jurisdiction of the state and federal courts
in the State and County of
New York for the purposes of any suit, action or
other proceedings arising out of this Agreement. The Fund, MBIA and State Street
hereby irrevocably waive any objection on the ground of venue, forum non
conveniens, or any similar grounds, and irrevocably consent to service of
process by mail or in any manner permitted by
New York law, and irrevocably
waive their respective rights to any jury trial. The headings of the sections
hereof are included for convenience of reference only and do not form a part of
this Agreement.
14. Benefit of the Parties. This Agreement is for the exclusive benefit of
the parties hereto and shall not be relied upon by or create any beneficial
interest in any person not a party hereto including any shareholders of the
Fund.
15. Counterparts: This Agreement may be executed by the parties in a
number of counterparts each of which shall be an original and together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
ING SERIES FUND, INC. MBIA INSURANCE CORPORATION
By:_________________________________ By:_________________________________
Name: ______________________________ Name: ______________________________
Title: _____________________________ Title: _____________________________
STATE STREET BANK AND TRUST COMPANY
By: /s/ Xxxxxxx X. Xxxxxxxx
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
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13. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of
New York, without regard to laws as
to conflicts of laws, and shall be binding on all the parties hereto and their
respective successors and assigns. The Fund, MBIA and State Street hereby
irrevocably submit to the exclusive jurisdiction of the state and federal
courts in the State and County of
New York for the purposes of any suit, action
or other proceedings arising out of this Agreement. The Fund, MBIA and State
Street hereby irrevocably waive any objection on the ground of venue, forum non
conveniens, or any similar grounds, and irrevocably consent to service of
process by mail or in any manner permitted by
New York law, and irrevocably
waive their respective rights to any jury trial. The headings of the sections
hereof are included for convenience of reference only and do not form a part of
this Agreement.
14. Benefit of the Parties. This Agreement is for the exclusive
benefit of the parties hereto and shall not be relied upon by or create any
beneficial interest in any person not a party hereto including any shareholders
of the Fund.
15. Counterparts: This Agreement may be executed by the parties in a
number of counterparts each of which shall be an original and together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their officers designated below as of the date first written
above.
ING SERIES FUND, INC. MBIA INSURANCE CORPORATION
By: By: /s/ Xxxxx X. Xxxxx
------------------------------- --------------------------------------
Name: Name: XXXXX X. XXXXX
----------------------------- ------------------------------------
Title: Title: Managing Director
---------------------------- -----------------------------------
STATE STREET BANK AND TRUST COMPANY
By:
-------------------------------
Name: Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
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SCHEDULE A
TO
CUSTODIAN SERVICE AND MONITORING AGREEMENT
ING SERIES FUND, INC.
DATED MAY 1, 2002
FEES AND EXPENSES
-----------------
Series(1) Annual Fee
--------- ----------
ING Classic Principal Protection Fund I $12,000
ING Classic Principal Protection Fund II $12,000
ING Classic Principal Protection Fund III $12,000
ING Classic Principal Protection Fund -- IV $12,000
ING Index Plus Protection Fund $12,000
--------
(1) Any new series of the Fund added to this Agreement will be subject
to prior review by State Street, and the rate charged with respect to such
new series may be equal to or higher than the annual rate of $12,000,
depending upon transaction volumes.
SCHEDULE B: Conforming Assets Guidelines
State Street will utilize Open Bloomberg to determine whether the non-callable
corporate debt securities have the requisite ratings from S&P and Moody's in
performing the Conforming Assets Guideline review. In the event a corporate debt
rating is not available on Open Bloomberg, State Street will apply the rating
from Moody's and Standard & Poors, if available. If not, State Street will use
the issuer's long-term debt rating for monitoring purposes.
Equity Asset Test
* Equity securities of any company included in the S&P 500 Index, as
published by FactSet Data Systems, Inc. or by S&P
* Forward contracts on the S&P 500 Index, as traded on the Chicago
Mercantile Exchange
Fixed Income Assets Test
* U.S. Treasury or Agency Zeroes, including Government Trust Certificates,
which represent an interest in a government trust, the property of which
consists of (i) a promissory note of a foreign government no less than 90%
of which is backed by a full faith and credit guaranty issued by the
Federal Government of the United States of America (issued pursuant to
Title III of the Foreign Operations, Export, Financing and Related
Borrowers Programs Appropriations Act, 1988) and (ii) a security interest
in obligations of the United States Treasury backed by the full faith and
credit of the United States of America sufficient to support the remaining
balance (no more than 10%) of all payments of principal and interest on
such promissory note, and which are rated at least AAA by S&P or Aaa by
Moody's, maturing on, or within 90 days preceding, the Guarantee Maturity
Date
* Non-callable corporate debt securities, maturing within 3 years (preceding
or following) of the Guarantee Maturity Date and having a rating of at
least AA- by S&P or Aa3 by Moody's
* U.S. Treasury Notes and U.S. Agency Notes maturing within 3 years
(preceding or following) of the Guarantee Maturity Date
* if both Moody's and S&P have issued a rating thereon, such rating shall be
no less than Aa3/AA-
* U.S. Treasury Futures
Cash and Cash Equivalents Test
* Cash and
* the following short-term securities with remaining maturities of 180 days
or less:
* (1) direct obligations of, and obligations fully guaranteed as to full
and timely payment by the full faith and credit of, the United States
of America, U.S. Agency Notes and U.S. Agency Zeroes;
* (2) demand deposits, time deposits or certificates of deposit of any
depository institution or trust company incorporated under the laws of
the United States of America or any state thereof; provided that at
the time of investment therein the commercial paper or other
short-term unsecured debt obligations thereof shall be rated at least
A-1 by S&P or P-1 by Moody's
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* (3) bankers acceptances issued by any depository institution or trust
company referred to in clause (2) above and
* (4) commercial paper having at the time of the investment therein a
rating of at least A-1 by S&P or P-1 by Moody's
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Exhibit 1
EVENT OF DEFAULT NOTICE
[Date]
[Addressee State Street]
Re: Event of Default
Pursuant to Section 3 of the
Custodian Service and Monitoring Agreement (the
"Agreement") dated __________ among ING Series Fund, Inc. ("Fund"), State Street
Bank and Trust Company ("State Street") and MBIA Insurance Corporation ("MBIA"),
please be advised that an Event of Default, as defined in Section 4.1(__)
relating to a default under [Section 3.__ of](1) the Financial Guaranty
Agreement dated among the Fund and MBIA [with respect to ING Classic Principal
Protection Fund [____]] [with respect to each of the ING Classic Principal
Protection Funds] has occurred and [remains uncured. Please reject and do not
act upon any trade instructions for the settlement of securities issued directly
by [the Series Fund] [all Series Funds] (or its investment adviser or its
sub-adviser) for [the] [all] ING Classic Principal Protection Fund[s] [____]
Account #_______.] or [was cured on the date hereof, as indicated in a Cure
Notice dated the date hereof].(2) Please have the following trades listed on the
attached Trade Instructions executed in respect of ING Classic Principal
Protection Fund [____].
MBIA Insurance Corporation
By:
Title:
copy: ING Series Fund, Inc.
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Vice President and Secretary
Phone: (000) 000-0000
Fax: (000) 000-0000
___________
(1) Strike language in brackets and initial if Section 4.1(c) or (d) Event of
Default has occurred.
(2) Strike inappropriate language in brackets and initial.
12
EXHIBIT 1 - ATTACHMENT 1
MANUAL TRADE INSTRUCTIONS
(WITH RESPECT TO ING CLASSIC PRINCIPAL PROTECTION FUND [ ])
From: MBIA Insurance Corporation
PORTFOLIO ACCOUNT BUY OR SELL SECURITY NAME TICKET/CUSIP QUANTITY
----------------------------------------------------------------------------
1.
----------------- ----------- ------------- ------------ --------
2.
----------------- ----------- ------------- ------------ --------
3.
----------------- ----------- ------------- ------------ --------
4.
----------------- ----------- ------------- ------------ --------
5.
----------------- ----------- ------------- ------------ --------
6.
----------------- ----------- ------------- ------------ --------
7.
----------------- ----------- ------------- ------------ --------
8.
----------------- ----------- ------------- ------------ --------
Note: CUSIP Number is only required for U.S. Treasury Strip securities.
copy: ING Series Fund, Inc.
[ ]
--------------------
[ ]
--------------------
Attn: Counsel
Fax: [( ) - ]
--- --- ---
13
EXHIBIT 2
CURE NOTICE
[Date]
ING Series Fund, Inc.
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxxx X. Xxxxxxxx, Vice President and Secretary
Phone: (000) 000-0000
Fax: (000) 000-0000
Re: Event of Default
Pursuant to Section 3 of the
Custodian Service and Monitoring Agreement (the
"Agreement") dated ______________ among ING Series Fund, Inc. ("Fund"), State
Street Bank and Trust Company ("State Street") and MBIA Insurance Corporation
("MBIA"), please be advised that an Event of Default identified in our written
notice to State Street dated _____________________, as defined in Section 4.1
(____) relating to a default under [Section 3.____ of](3) the Financial Guaranty
Agreement dated _________________ among the Fund and MBIA has been cured. Please
revert to your normal method of accepting trade instructions from the ING
Classic Principal Protection Fund [___] (or its investment adviser or its
sub-adviser) for ING Classic Principal Protection Fund [___] (as defined in the
Agreement).
MBIA Insurance Corporation
__________________________
By:
Title:
copy: State Street Bank and Trust Company
-------------
(3) Strike language in brackets and initial if Section 4.1(c) or (d) Event of
Default has occurred.
14
EXHIBIT 3
AUTHORIZED PERSONS - ING SERIES FUND, INC.
The following ING Series Fund, Inc. personnel are authorized to instruct State
Street as it relates ING Classic Principal Protection Fund:
Xxxxx X. Xxxxxxxx 000-000-0000 000-000-0000
--------------------------------------------------------------------------------
Telephone: Facsimile:
Xxxxxxx X. Xxxxxx 000-000-0000 000-000-0000
--------------------------------------------------------------------------------
Telephone: Facsimile:
Xxxxxxx X. Xxxxx 000-000-0000 000-000-0000
--------------------------------------------------------------------------------
Telephone: Facsimile:
Xxxx Xxxxxxx 000-000-0000 000-000-0000
--------------------------------------------------------------------------------
Telephone: Facsimile:
Xxxxxx X. Naka 000-000-0000 000-000-0000
--------------------------------------------------------------------------------
Telephone: Facsimile:
Xxxxx X. Xxxxx 000-000-0000 000-000-0000
--------------------------------------------------------------------------------
Telephone: Facsimile:
Xxxxxxx X. Sessions 480-477-2625 480-477-2160
--------------------------------------------------------------------------------
Telephone: Facsimile:
Xxx Xxxxxxxx 000-000-0000 000-000-0000
--------------------------------------------------------------------------------
Telephone: Facsimile:
Xxxxx Xxxxxxxx 000-000-0000 000-000-0000
--------------------------------------------------------------------------------
Telephone: Facsimile:
For specimen signatures, see attached Secretary's Certificate dated [ ]
(Persons Authorized to Instruct Custodian) and Attachment A.
SECRETARY'S CERTIFICATE
Persons Authorized to Instruct Custodian
The undersigned Secretary of:
AETNA INCOME SHARES, on behalf AETNA VARIABLE FUND, on behalf of
of Aetna Bond VP Aetna Growth & Income VP
ING GET FUNDS, on behalf of AETNA VARIABLE ENCORE FUND, on behalf of
ING GET Fund--Series D Aetna Money Market VP
ING GET Fund--Series E
ING GET Fund--Series G AETNA GENERATION PORTFOLIOS, INC. on behalf of
ING GET Fund--Series H Aetna Ascent VP
ING GET Fund--Series I Aetna Crossroads VP
ING GET Fund--Series J Aetna Legacy VP
ING GET Fund--Series K
ING GET Fund--Series L ING SERIES FUND, INC., on behalf of
ING GET Fund--Series M ING Growth Fund
ING GET Fund--Series N ING Small Company Fund
ING GET Fund--Series O ING Value Opportunity Fund
ING GET Fund--Series P ING Technology Fund
ING GET Fund--Series Q ING Balanced Fund
ING GET Fund--Series R ING Growth and Income Fund
ING GET Fund--Series S ING Bond Fund
ING GET Fund--Series T ING Government Fund
ING Aeltus Money Market Fund
AETNA VARIABLE PORTFOLIOS, INC., on behalf of ING Classic Principal Protection Fund I
Aetna Growth VP ING Classic Principal Protection Fund II
Aetna Small Company VP ING Classic Principal Protection Fund III
Aetna Value Opportunities VP ING Classic Principal Protection Fund IV
Aetna Technology VP ING Index Plus LargeCap Fund
Aetna Index Plus LargeCap VP ING Index Plus MidCap Fund
Aetna Index Plus SmallCap VP ING Index Plus SmallCap Fund
Aetna Index Plus MidCap VP ING Index Plus Protection Fund
ING Ascent Fund
AETNA BALANCED VP, INC. ING Crossroads Fund
ING Legacy Fund
Brokerage Cash Reserves
(each a "Company/Trust"), hereby certifies as follows:
(a) That attached hereto as Exhibit A is a true copy of the resolutions
adopted by unanimous written consent by the Board of Directors/
Trustees, dated March 1, 2002 and that such resolutions have not
been amended, modified, rescinded or superceded and are in
full force and effect; and
(b) That the persons listed in Attachment A are empowered by the
resolutions and set forth opposite each name is their position and
specimen signature; and
(c) That each Company/Trust is duly organized and existing, that its
charter empowers it to transact the business by the attached
resolutions defined, and that no limitation has been imposed upon
such powers by the By-Laws or otherwise, except as set forth in the
currently effective Prospectus of each Company/Trust; and
(d) That Attachment A may be executed in counterparts.
IN WITNESS WHEREOF, THE UNDERSIGNED HAS SIGNED BELOW, THIS 29TH DAY OF APRIL,
2002.
BY: /s/ Xxxxxxxx X. Xxxxxxxx
-------------------------------
XXXXXXXX X. XXXXXXXX
SECRETARY
ATTACHMENT A
Persons Authorized to Instruct Custodian
NAME POSITION WITH THE FUND(S) SPECIMEN SIGNATURE
---- ------------------------- ------------------
(UNLESS OTHERWISE NOTED)
-------------------------
Xxxxx X. Xxxxxxxx Chief Executive Officer & /s/ Xxxxx X. Xxxxxxxx
Chief Operating Officer -----------------------
Xxxxxxx X. Xxxxxx Senior Vice President & /s/ Xxxxxxx X. Xxxxxx
Principal Financial Officer -----------------------
Xxxxxxx X. Xxxxx Executive Vice President
-----------------------
Xxxx Xxxxxxx Executive Vice President
-----------------------
Xxxxx X. Xxxxxx III Senior Vice President
-----------------------
Xxxxxx X. Naka Senior Vice President & /s/ Xxxxxx X. Naka
Assistant Secretary -----------------------
Xxxxx X. Xxxxx Senior Vice President of ING /s/ Xxxxx X. Xxxxx
Funds Services, LLC -----------------------
Xxxxxxx X. Xxxxxxxx Vice President of ING Funds /s/ Xxxxxxx X. Xxxxxxxx
Services, LLC -----------------------
Xxx Xxxxxxxx Vice President & Secretary
-----------------------
Xxxxx X. Xxxxxxx Vice President & Treasurer /s/ Xxxxx X. Xxxxxxx
-----------------------
Xxxxx Xxxxxxxx Manager, Fund Accounting /s/ Xxxxx Xxxxxxxx
-----------------------
ATTACHMENT A
Persons Authorized to Instruct Custodian
NAME POSITION WITH THE FUND(S) SPECIMEN SIGNATURE
(UNLESS OTHERWISE NOTED)
Xxxxx X. Xxxxxxxx Chief Executive Officer & Chief ___________________________
Operating Officer
Xxxxxxx X. Xxxxxx Senior Vice President & Principal Financial ___________________________
Officer
Xxxxxxx X. Xxxxx Executive Vice President ___________________________
Xxxx Xxxxxxx Executive Vice President ___________________________
Xxxxx X. Xxxxxx III Senior Vice President ___________________________
Xxxxxx X. Naka Senior Vice President & Assistant Secretary ___________________________
Xxxxx X. Xxxxx Senior Vice President of ING Funds ___________________________
Services, LLC
Xxxxxxx X. Xxxxxxxx Vice President of ING Funds Services, ___________________________
LLC
Xxx Xxxxxxxx Vice President & Secretary /s/ Xxx Xxxxxxxx
___________________________
Xxxxx X. Xxxxxxx Vice President & Treasurer ___________________________
Xxxxx Xxxxxxxx Manager, Fund Accounting ___________________________
ATTACHMENT A
Persons Authorized to Instruct Custodian
NAME POSITION WITH THE FUND(S) SPECIMEN SIGNATURE
(UNLESS OTHERWISE NOTED)
Xxxxx X. Xxxxxxxx Chief Executive Officer & Chief ___________________________
Operating Officer
Xxxxxxx X. Xxxxxx Senior Vice President & Principal Financial ___________________________
Officer
Xxxxxxx X. Xxxxx Executive Vice President /s/ Xxxxxxx X. Xxxxx
___________________________
Xxxx Xxxxxxx Executive Vice President ___________________________
Xxxxx X. Xxxxxx III Senior Vice President ___________________________
Xxxxxx X. Naka Senior Vice President & Assistant Secretary ___________________________
Xxxxx X. Xxxxx Senior Vice President of ING Funds ___________________________
Services, LLC
Xxxxxxx X. Xxxxxxxx Vice President of ING Funds Services, ___________________________
LLC
Xxx Xxxxxxxx Vice President & Secretary ___________________________
Xxxxx X. Xxxxxxx Vice President & Treasurer ___________________________
Xxxxx Xxxxxxxx Manager, Fund Accounting ___________________________
ATTACHMENT A
Persons Authorized to Instruct Custodian
POSITION WITH THE FUND(S)
NAME (UNLESS OTHERWISE NOTED) SPECIMEN SIGNATURE
---- ------------------------- ------------------
Xxxxx X. Xxxxxxxx Chief Executive Officer & Chief
Operating Officer ---------------------------
Xxxxxxx X. Xxxxxx Senior Vice President & Principal
Financial Officer ---------------------------
Xxxxxxx X. Xxxxx Executive Vice President
---------------------------
Xxxx Xxxxxxx Executive Vice President /s/ Xxxx Xxxxxxx
---------------------------
Xxxxx X. Xxxxxx III Senior Vice President
---------------------------
Xxxxxx X. Naka Senior Vice President &
Assistant Secretary ---------------------------
Xxxxx X. Xxxxx Senior Vice President of ING Funds
Services, LLC ---------------------------
Xxxxxxx X. Xxxxxxxx Vice President of ING Funds Services,
LLC ---------------------------
Xxx Xxxxxxxx Vice President & Secretary
---------------------------
Xxxxx X. Xxxxxxx Vice President & Treasurer
---------------------------
Xxxxx Xxxxxxxx Manager, Fund Accounting
---------------------------
ATTACHMENT A
Persons Authorized to Instruct Custodian
NAME POSITION WITH THE FUND(S) SPECIMEN SIGNATURE
---- (UNLESS OTHERWISE NOTED) ------------------
-------------------------
Xxxxx X. Xxxxxxxx Chief Executive Officer & -------------------------
Chief Operating Officer
Xxxxxxx X. Xxxxxx Senior Vice President & -------------------------
Principal Financial Officer
Xxxxxxx X. Xxxxx Executive Vice President -------------------------
Xxxx Xxxxxxx Executive Vice President -------------------------
Xxxxx X. Xxxxxx III Senior Vice President /s/ Xxxxx X. Xxxxxx III
-------------------------
Xxxxxx X. Naka Senior Vice President & -------------------------
Assistant Secretary
Xxxxx X. Xxxxx Senior Vice President of -------------------------
ING Funds Services, LLC
Xxxxxxx X. Xxxxxxxx Vice President of ING Funds -------------------------
Services, LLC
Xxx Xxxxxxxx Vice President & Secretary -------------------------
Xxxxx X. Xxxxxxx Vice President & Treasurer -------------------------
Xxxxx Xxxxxxxx Manager, Fund Accounting -------------------------
RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD
OF DIRECTORS/TRUSTEES DATED MARCH 1, 2002, ON BEHALF OF:
--------------------------------------------------------------------------------
AETNA VARIABLE FUND, on behalf of AETNA GENERATION PORTFOLIOS, INC., on behalf of
Aetna Growth & Income VP Aetna Ascent VP
Aetna Crossroads VP
AETNA VARIABLE ENCORE FUND, on behalf of Aetna Legacy VP
Aetna Money Market VP
ING SERIES FUND, INC., on behalf of
AETNA INCOME SHARES, on behalf of ING Growth Fund
Aetna Bond VP ING Small Company Fund
ING Value Opportunity Fund
ING GET FUNDS, on behalf of ING Technology Fund
ING GET FUND - Series D ING Balanced Fund
ING GET FUND - Series E ING Growth and Income Fund
ING GET FUND - Series G ING Bond Fund
ING GET FUND - Series H ING Government Fund
ING GET FUND - Series I ING Aeltus Money Market Fund
ING GET FUND - Series J ING Classic Principal Protection Fund I
ING GET FUND - Series K ING Classic Principal Protection Fund II
ING GET FUND - Series L ING Classic Principal Protection Fund III
ING GET FUND - Series M ING Classic Principal Protection Fund IV
ING GET FUND - Series N ING Index Plus LargeCap Fund
ING GET FUND - Series O ING Index Plus MidCap Fund
ING GET FUND - Series P ING Index Plus SmallCap Fund
ING GET FUND - Series Q ING Index Plus Protection Fund
ING GET FUND - Series R ING Ascent Fund
ING GET FUND - Series S ING Crossroads Fund
ING GET FUND - Series T ING Legacy Fund
Brokerage Cash Reserves
AETNA VARIABLE PORTFOLIOS, INC., on behalf of
Aetna Growth VP AETNA BALANCED VP, INC.
Aetna Small Company VP
Aetna Value Op VP
(EACH A "FUND", COLLECTIVELY THE "FUNDS")
WHEREAS, Aetna Variable Fund, Aetna Variable Encore Fund, Aetna Income
Shares, Aetna GET Fund, Aetna Balanced VP, Inc., Aetna Generation Portfolios,
Inc., Aetna Variable Portfolios, Inc. (except its portfolio Aetna International
VP) and Aetna Series Fund, Inc. (except its series Aetna International
Fund)(collectively the "Funds") and State Street Bank & Trust Company ("State
Street"), as Custodian, are parties to a Custody Agreement, which provides that
the Funds designate certain persons to give instructions on behalf of the Funds
and to authorize the Custodian to rely on written instructions over their
signatures, it is hereby
RESOLVED, that until further order of the Directors/Trustees, the
following persons be, and they hereby are, authorized to execute and deliver to
State Street, as Custodian for the Funds, any and all instructions, orders and
directions required or permitted to be given in the name of the Funds and on
their behalf pursuant to the Custody Agreement:
EXHIBIT A
NAME POSITION WITH THE FUND(S), (UNLESS OTHERWISE NOTED)
-------------------- -----------------------------------------------------
Xxxxx X. Xxxxxxxx Chief Executive Officer & Chief Operating Officer
Xxxxxxx X. Xxxxxx Senior Vice President & Principal Financial Officer
Xxxxxxx X. Xxxxx Executive Vice President
Xxxx Xxxxxxx Executive Vice President
Xxxxx X. Xxxxxx III Senior Vice President
Xxxxxx X. Naka Senior Vice President & Assistant Secretary
Xxxxx Xxxxx Senior Vice President of ING Funds Services, LLC
Xxxxxxx X. Xxxxxxxx Vice President of ING Funds Services, LLC
Xxx Xxxxxxxx Vice President & Secretary
Xxxxx X. Xxxxxxx Vice President & Treasurer
Xxxxx Xxxxxxxx Manager, Fund Accounting
and that, except otherwise provided in said Custodian Agreements, all such
instructions and directions, with respect to amounts in excess of $100.00 but
less that $10,000.00, shall require the signature of two such persons; and with
respect to amounts equal to or in excess of $10,000.00, all such instructions
and directions shall require the signature of two such persons, one of whom
shall be a Senior Officer; and
FURTHER RESOLVED, that should it be necessary to make any additions to
said list of authorized persons, prior to a regularly scheduled meeting of the
Board, the President and any Senior Officer of the Funds be, and they hereby
are, authorized to designate such person(s), so long as the Board is provided
notification and ratifies such designation at the next regularly scheduled
meeting.
++++
EXHIBIT A
Exhibit 4
AUTHORIZED PERSONS AND SIGNATURE SAMPLES - MBIA INSURANCE CORPORATION
The following MBIA Insurance Corporation personnel are authorized to instruct
State Street as it relates to ING Classic Principal Protection Fund [___]:
_______________________________________________________________________________
Telephone: Facsimile:
_______________________________________________________________________________
Telephone: Facsimile:
_______________________________________________________________________________
Telephone: Facsimile:
_______________________________________________________________________________
Telephone: Facsimile:
16
EXHIBIT 5: TRADE EXECUTION; NOTIFICATION FILE
Each ING Classic Principal Protection Fund must have a header (Record Type 1),
the trade execution detail for purchases and sales (Record Type 2), hash totals
(Record Type 3) one each for purchase and sales.
FLAT FILE FORMAT FOR TRADE PARSE
HEADER (RECORD TYPE 1)
FIELD POSITION LENGTH COMMENTS
--------------------------------------------------------------------------------
Record Type 1 1 "1"
Filler 2 1 space
Account 3 30 Pilgrim Portfolio
Trade Date 33 8 mm/dd/yy
Filler 41 1 space
Settlement Date 42 8 mm/dd/yy
Filler 50 1 space
Broker Number 51 6 Assigned by Pilgrim Operations
DETAIL (RECORD TYPE 2)
FIELD POSITION LENGTH COMMENTS
--------------------------------------------------------------------------------
Record Type 1 1 "2"
Filler 2 1 space
CUSIP 3 9
Filler 12 1 space
Ticker 13 6
Filler 19 1 space
Buy/Sell 20 1 "B" or "S"
Filler 21 1 space
Shares 22 7 no commas, no decimals
Filler 29 1 space
Price 30 11 six decimals, no commas
Filler 41 1 space
Commission 42 7 four decimals
Filler 49 1 space
Security Name 50 30
TOTALS (RECORD TYPE 3)
Record Type 1 1 "3"
filler 2 1 space
Buy/Sell 3 1 "B" or "S"
filler 4 1 space
# of trades 5 4 no comma
filler 9 1 space
# of shares 13 8 no commas, no decimals
filler 21 1 space
Gross cost/proceeds 22 13 no commas, two decimals
filler 35 1 space
Commission 36 13 no commas, three decimals
filler 49 1 space
SEC Fee 50 9 no commas, two decimals
filler 59 1 space
Net cost/proceeds 60 13 no commas, two decimals
17
