EXHIBIT (h)(3)(i)
FIRST AMENDMENT TO AMENDED AND RESTATED
FINANCIAL GUARANTY AGREEMENT
FIRST AMENDMENT, dated as of November 12, 2002, (the "Amendment"), to the
Amended and Restated Financial Guaranty Agreement, dated as of Xxxxx 0, 0000,
(xxx "Xxxxxxxxx") xxxxx XXXX INSURANCE CORPORATION, a New York monoline stock
insurance company (the "Insurer"), ING INVESTMENTS, LLC, an Arizona limited
liability company ("ING"), AELTUS INVESTMENT MANAGEMENT, INC., a Connecticut
corporation )"Aeltus"), and ING SERIES FUND, INC. (formerly known as "Aetna
Series Fund, Inc.") a Maryland corporation (the "Fund").
WITNESSETH:
WHEREAS, ING, Aeltus and the Fund have requested, and upon this Amendment
becoming effected, the Insurer has agreed, that certain provisions of the
Agreement be amended in the manner provided for in this Amendment.
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. Defined Terms. All capitalized terms defined in the Agreement and used
herein shall have the meanings given to them therein.
2. Amendments to Section 1.1. Section 1.1 of the Agreement is hereby
amended by the addition of the following new definition in alphabetical order:
'"Qualified Repurchase Agreements' shall mean, with respect to any PPF and
any Valuation Date, repurchase agreements that (i) mature in no more than
seven days, (ii) are 102% fully collateralized with cash, U.S. Treasury
securities or U.S. agency debentures, (iii) are marked-to-market and
remargined daily, and (iv) are issued by sellers that at the time of issue
have a short-term rating of P-l from Moody's and A-1 or A-1 + from
Standard and Poor's, or in the absence of a short-term rating of the
issuer, the parent of the issuer has a short-term rating of P-l from
Moody's and A-l or A-1+ from Standard and Poor's, provided that a
repurchase agreement will not be a Qualified Repurchase Agreement if
immediately after its purchase the aggregate amount of all Qualified
Repurchase Agreements would exceed 10% of the Total Net Assets."
3. Amendment to Section 3.1. Section 3.1 (b)(i) of the Agreement is hereby
amended by deleting the word "and" immediately before, and by inserting the
phrase "and (5) Qualified Repurchase Agreements," immediately after, clause (4)
thereof.
4. Amendment to Section 3.2.(c). Section 3.2.(c) of the Agreement is
hereby amended by deleting the entire Section and adding the following new
Section:
Page 1 of 2
"the aggregate Market Value of all Cash Equivalents held by such PPF (less
Cash Associated with Futures and Cash Margin with respect to such PPF) on any
Valuation Date shall not exceed 4% of the Total Net Assets with respect to such
PPF on such Valuation Date; provided, however, that during the 180 day period
prior to the Maturity Date of such PPF the aggregate market Value of all Cash
Equivalents held by such PPF on any Valuation Date may exceed 4% of the total
Net Assets with respect to such PPF on such Valuation Date provided that no more
than 4% of the Total Net Assets with respect to such PPF consist of Cash
Equivalents described in clauses (2), (3), (4), or (5) of Section 3.1 (b)(i);"
5. Conditions of Effectiveness. This Amendment shall become effective on
the date on which the Insurer, ING, Aeltus and the Fund shall have executed and
delivered this Amendment.
6. No Other Amendments; Confirmation. Except as expressly amended,
modified and supplemented by this amendment or by any prior amendment, the
provisions of the Agreement are and shall remain in full force and effect.
7. Governing Law. This Amendment and the rights and obligation of the
parties hereto shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
8. Counterparts. This Amendment may be executed by one or more of the
parties to this Agreement on any number of separate counterparts, and all of
said counterparts taken together shall be deemed to constitute one and the same
instrument.
IN WITNESS WHEREOF, each of the undersigned have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written
AELTUS INVESTMENT MBIA INSURANCE CORPORATION
MANAGEMENT, INC.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxx X. Xxxxx
------------------------------------ ------------------------------------
By: Xxxxxxx Xxxxxxx By: Xxxxx X. Xxxxx
Title: Sr. Vice President Title: Managing Director
ING SERIES FUND, INC ING INVESTMENTS, LLC
/s/ Xxxxxxxx X. Xxxxxxxx /s/ Xxxxxxxx X. Xxxxxxxx
------------------------------------ ------------------------------------
By: Xxxxxxxx X. Xxxxxxxx By: Xxxxxxxx X. Xxxxxxxx
Title: Secretary Title: Secretary
Page 2 of 2
