AMENDED AND RESTATED THE BANK OF NEW YORK-WILSHIRE ATLAS/AXIOM ATTRIBUTION AND RISK ANALYSIS SYSTEM FEE ALLOCATION AGREEMENT
Exhibit 99.B(h)(7)(E)
AMENDED AND RESTATED
THE BANK OF NEW YORK-WILSHIRE ATLAS/AXIOM ATTRIBUTION
AND RISK ANALYSIS SYSTEM
THIS THE BANK OF NEW YORK-WILSHIRE ATLAS/AXIOM ATTRIBUTION AND RISK ANALYSIS SYSTEM FEE ALLOCATION AGREEMENT, effective as of July 6, 2006 (the “Agreement”), is hereby amended and restated the 1st day of January 2007, by and among the ING Funds listed on Schedule A and Schedule B attached to this Agreement, as such Schedules may be amended from time to time (each, a “Fund,” collectively, the “Funds”) each acting on its own behalf, and on behalf of its series, and ING Investments, LLC and Directed Services, LLC (each, a “Manager,” collectively, the “Managers”).
WHEREAS, the Boards of Directors/Trustees of each Fund (the “Board”) authorized the Funds to subscribe to The Bank of New York-Wilshire Atlas/Axiom Attribution and Risk Analysis System (“Wilshire”) under which Wilshire provides services in support of Board reporting and sub-adviser oversight;
WHEREAS, the Funds and the Managers have entered into a Tools Agreement with The Bank of New York, dated as of the 6th day of July 2006 (the “Tools Agreement”), which sets out the fees (the “Wilshire Fees”) payable to Wilshire for the services it provides under the Tools Agreement (the “Wilshire Services”); and
WHEREAS, the Funds now desire to establish the criteria under which the costs of Wilshire Services will be allocated among the Funds and the Managers.
NOW, THEREFORE, in consideration of the premises, promises and mutual covenants contained in this Agreement, it is hereby agreed by and among the Managers and the Funds as follows:
Section 1. Allocation of Wilshire Fees
(a) Allocation to Mutual Fund Sub-Complexes
The Wilshire Fees payable to Wilshire under the Tools Agreement will be allocated among the Funds under the Unified Board (the “Unified Funds”) and the Funds under the former Aetna Funds Board (the “Aetna Funds”), on an equal basis.
(b) Allocation to Managers
(1) The Managers will pay twenty percent (20%) of the aggregate Wilshire Fees allocated to the Unified Funds found on Schedule A in accordance with Subsection 1(a), above.
(2) The Managers will pay eighty percent (80%) of the aggregate Wilshire Fees allocated to the Aetna Funds found on Schedule B in accordance with Subsection 1(a), above.
(3) With respect to the aggregate Wilshire Fees allocated to the Managers, each Manager will pay a pro rata portion.
(c) Allocation to the Funds
(1) The Unified Funds will pay eighty percent (80%) of the aggregate Wilshire Fees allocated to the Unified Funds in accordance with Subsection 1(a), above.
(2) The Aetna Funds will pay twenty percent (20%) of the aggregate Wilshire Fees allocated to the Aetna Funds in accordance with Subsection 1(a), above.
(3) The respective aggregate fees payable by the Unified Funds and the Aetna Funds, in each case as a whole, will be allocated to each Fund so that each Fund pays equal portions.
Section 2. Payment of Wilshire Fees
(a) The Managers and the Funds will pay their allocated, respective portions of the Wilshire Fees as specified in Section 1 above.
(b) The Wilshire Fees will be calculated by ING Funds Services, LLC and communicated to each Fund and each Manager annually.
Section 3. Additional Funds
(a) As additional Funds subscribe to Wilshire, each such Fund shall be reflected on Schedule A or Schedule B attached to this Agreement, and the Fund’s obligation to bear an equal share of the Wilshire expenses, as provided under this Agreement, will be effective upon the date of the Fund’s subscription to Wilshire.
(b) Each additional Fund that becomes subject to this Agreement, in accordance with the terms of Section 3(a), above, shall pay a portion of the Wilshire Fees as described in Sections 1 and 2 above.
Section 4. Continuation and Termination
(a) This Agreement shall become effective on the date first written above and, for parties added to this Agreement after such date, the date on which the party first subscribes to Wilshire.
(b) This Agreement shall continue in effect with respect to a Fund or Manager until such Fund or Manager is removed from this Agreement or no longer subscribes to Wilshire; provided, however, that such Fund’s or Manager’s portion of the Wilshire Fees, allocated in
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accordance with this Agreement, have been paid for the period that the Fund or Manager utilized the Wilshire Services.
(c) This Agreement shall terminate for all parties to this Agreement upon termination of Tools Agreement; provided, however, that all Wilshire Fees have been paid by each party for the period that such party utilized the Wilshire Services.
Section 5. Counterparts
This Agreement may be executed simultaneously in two or more counterparts, each of which taken together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their duly authorized officers as of the date and year first above written.
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ING INVESTMENTS, LLC |
DIRECTED SERVICES, LLC |
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/s/Xxxx Xxxxx |
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/s/Xxxx Xxxxx |
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By: |
Xxxx Xxxxx |
By: |
Xxxx Xxxxx |
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Senior Vice President |
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Vice President |
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ON
BEHALF OF ALL FUNDS |
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/s/Xxxxxx X. Naka |
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By: |
Xxxxxx X. Naka |
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Executive Vice President |
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SCHEDULE A
ING EQUITY TRUST
ING Disciplined LargeCap Fund
ING Financial Services Fund
ING Fundamental Research Fund
ING Index Plus LargeCap Equity Fund
ING LargeCap Growth Fund
ING LargeCap Value Fund
ING MidCap Opportunities Fund
ING MidCap Value Choice Fund
ING MidCap Value Fund
ING Opportunistic LargeCap Fund
ING Principal Protection Fund II
ING Principal Protection Fund III
ING Principal Protection Fund IV
ING Principal Protection Fund V
ING Principal Protection Fund VI
ING Principal Protection Fund VII
ING Principal Protection Fund VIII
ING Principal Protection Fund IX
ING Principal Protection Fund X
ING Principal Protection Fund XI
ING Principal Protection Fund XII
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Choice Fund
ING SmallCap Value Fund
ING FUNDS TRUST
ING GNMA Income Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING National Tax-Exempt Bond Fund
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AllianceBernstein Mid Cap Growth Portfolio(1)
ING BlackRock Large Cap Growth Portfolio(1)
ING BlackRock Large Cap Value Portfolio(1)
ING Capital Guardian Small/Mid Cap Portfolio(1)
ING Capital Guardian U.S. Equities Portfolio(1)
ING Disciplined Small Cap Value Portfolio
ING Eagle Asset Capital Appreciation Portfolio(1)
ING EquitiesPlus Portfolio
ING Evergreen Health Sciences Portfolio(1)
ING Evergreen Omega Portfolio(1)
ING FMRSM Diversified Mid Cap Portfolio(1)
ING FMRSM Earnings Growth Portfolio
ING FMRSM Mid Cap Growth Portfolio(1)
ING Franklin Income Portfolio
ING Global Real Estate Portfolio
ING Global Resources Portfolio(1)
ING Global Technology Portfolio(1)
ING International Portfolio(1)
ING Janus Contrarian Portfolio(1)
ING JPMorgan Emerging Markets Equity Portfolio(1)
ING JPMorgan Small Cap Equity Portfolio(1)
ING JPMorgan Value Opportunities Portfolio
ING Xxxxxx Xxxx Foreign Portfolio(1)
ING Xxxx Xxxxx Partners All Cap Portfolio(1)
ING Xxxx Xxxxx Value Portfolio(1)
ING Limited Maturity Bond Portfolio(1)
ING Liquid Assets Portfolio(1)
ING Lord Xxxxxx Affiliated Portfolio(1)
ING Xxxxxxx Growth Portfolio(1)
ING Xxxxxxx International Opportunities Portfolio
ING MFS Total Return Portfolio(1)
ING MFS Utilities Portfolio
ING Xxxxxxxxxxx Main Street Portfolio®
ING PIMCO Core Bond Portfolio(1)
ING PIMCO High Yield Portfolio(1)
ING Pioneer Fund Portfolio
ING Pioneer Mid Cap Value Portfolio
(1) Under the terms of the Management Agreement between ING Investors Trust and Directed Services, Inc., the Fund is subject to a Unified fee arrangement. Accordingly, the portion of Wilshire Fees allocated to the Fund under the Agreement will be borne directly by Directed Services, Inc. as provided in the Management Agreement.
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ING Stock Index Portfolio(1)
ING X. Xxxx Price Capital Appreciation Portfolio(1)
ING X. Xxxx Price Equity Income Portfolio(1)
ING Xxxxxxxxx Global Growth Portfolio(1)
ING UBS U.S. Allocation Portfolio(1)
ING Xxx Xxxxxx Equity Growth Portfolio(1)
ING Xxx Xxxxxx Global Franchise Portfolio(1)
ING Xxx Xxxxxx Growth and Income Portfolio(1)
ING Xxx Xxxxxx Real Estate Portfolio(1)
ING VP Index Plus International Equity Portfolio
ING Xxxxx Fargo Mid Cap Disciplined Portfolio(1)
ING Xxxxx Fargo Small Cap Disciplined Portfolio
ING MAYFLOWER TRUST
ING International Value Fund
ING MUTUAL FUNDS
ING Emerging Countries Fund
ING Emerging Markets Fixed Income Fund
ING Foreign Fund
ING Global Bond Fund
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING Global Value Choice Fund
ING Greater China Fund
ING Index Plus International Equity Fund
ING International Fund
ING International Capital Appreciation Fund
ING International Real Estate Fund
ING International SmallCap Fund
ING International Value Choice Fund
ING Precious Metals Fund
ING Russia Fund
ING PARTNERS, INC.
ING American Century Large Company Value Portfolio
ING American Century Select Portfolio
ING American Century Small-Mid Cap Value Portfolio
ING Baron Asset Portfolio
ING Baron Small Cap Growth Portfolio
ING Columbia Small Cap Value II Portfolio
ING Xxxxx Venture Value Portfolio
ING Fundamental Research Portfolio
ING Xxxxxxx Sachs® Capital Growth Portfolio
ING Xxxxxxx Xxxxx® Structured Equity Portfolio
ING JPMorgan International Portfolio
ING JPMorgan Mid Cap Value Portfolio
ING Xxxx Xxxxx Partners Aggressive Growth Portfolio
ING Xxxx Xxxxx Partners Large Cap Growth Portfolio
ING Lord Xxxxxx U.S. Government Securities Portfolio
ING Xxxxxxxxx Xxxxxx Partners Portfolio
ING Xxxxxxxxx Xxxxxx Regency Portfolio
ING OpCap Balanced Value Portfolio
ING Xxxxxxxxxxx Global Portfolio
ING Xxxxxxxxxxx Strategic Income Portfolio
ING PIMCO Total Return Portfolio
ING Pioneer High Yield Portfolio
ING X. Xxxx Price Diversified Mid Cap Growth Portfolio
ING X. Xxxx Price Growth Equity Portfolio
ING Xxxxxxxxx Foreign Equity Portfolio
ING Xxxxxxxxx Value Portfolio
ING UBS U.S. Large Cap Equity Portfolio
ING UBS U.S. Small Cap Growth Portfolio
ING Xxx Xxxxxx Xxxxxxxx Portfolio
ING Xxx Xxxxxx Equity and Income Portfolio
ING PRIME RATE TRUST
ING RISK MANAGED NATURAL RESOURCES FUND
ING SENIOR INCOME FUND
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio – Series 1
ING GET U.S. Core Portfolio – Series 2
(1) Under the terms of the Management Agreement between ING Investors Trust and Directed Services, Inc., the Fund is subject to a Unified fee arrangement. Accordingly, the portion of Wilshire Fees allocated to the Fund under the Agreement will be borne directly by Directed Services, Inc. as provided in the Management Agreement.
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ING GET U.S. Core Portfolio – Series 3
ING GET U.S. Core Portfolio – Series 4
ING GET U.S. Core Portfolio – Series 5
ING GET U.S. Core Portfolio – Series 6
ING GET U.S. Core Portfolio – Series 7
ING GET U.S. Core Portfolio – Series 8
ING GET U.S. Core Portfolio – Series 9
ING GET U.S. Core Portfolio – Series 10
ING GET U.S. Core Portfolio – Series 11
ING GET U.S. Core Portfolio – Series 12
ING VP Global Equity Dividend Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Financial Services Portfolio
ING VP High Yield Bond Portfolio
ING VP International Value Portfolio
ING VP LargeCap Growth Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP Real Estate Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP NATURAL RESOURCES TRUST
(1) Under the terms of the Management Agreement between ING Investors Trust and Directed Services, Inc., the Fund is subject to a Unified fee arrangement. Accordingly, the portion of Wilshire Fees allocated to the Fund under the Agreement will be borne directly by Directed Services, Inc. as provided in the Management Agreement.
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SCHEDULE B
ING GET FUND
ING GET Fund – Series Q
ING GET Fund – Series R
ING GET Fund – Series S
ING GET Fund – Series T
ING GET Fund – Series U
ING GET Fund – Series V
ING SERIES FUND, INC.
ING 130/30 Fundamental Research Fund
ING Balanced Fund
ING Equity Income Fund
ING Global Science and Technology 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 Conservative Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Moderate Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Conservative Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Moderate Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income 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 VP BALANCED PORTFOLIO, INC.
ING VP Balanced Portfolio
ING VP INTERMEDIATE BOND PORTFOLIO
ING VP Intermediate Bond Portfolio
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