Exhibit 99.B(2)(J)(iii)
FUND ACCOUNTING AGREEMENT
AGREEMENT made as of January 6, 2003, by and between each entity listed on
Exhibit A hereto (each, a "Fund"; collectively, the "Funds"), and The Bank of
New York, a New York banking organization ("BNY").
W I T N E S S E T H:
WHEREAS, each Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"); and
WHEREAS, each Fund desires to retain BNY to provide for the portfolios
identified on Exhibit A hereto (each, a "Series") the services described herein,
and BNY is willing to provide such services, all as more fully set forth below;
NOW, THEREFORE, in consideration of the mutual promises and agreements
contained herein, the parties hereby agree as follows:
1. APPOINTMENT.
Each Fund hereby appoints BNY as its agent for the term of this Agreement
to perform the services described herein. BNY hereby accepts such appointment
and agrees to perform the duties hereinafter set forth.
2. REPRESENTATIONS AND WARRANTIES.
Each Fund hereby represents and warrants to BNY, which representations and
warranties shall be deemed to be continuing, that:
(a) It is duly organized and existing under the laws of the
jurisdiction of its organization, with full power to carry on its business as
now conducted, to enter into this Agreement and to perform its obligations
hereunder;
(b) This Agreement has been duly authorized, executed and delivered
by the Fund in accordance with all requisite action and constitutes a valid and
legally binding obligation of the Fund, enforceable in accordance with its
terms;
(c) It is conducting its business in compliance in all material
respects with all applicable laws and regulations, both state and federal, and
has obtained all regulatory licenses, approvals and consents necessary to carry
on its business as now conducted; there is no statute, regulation, rule, order
or judgment binding on it and except at addressed herein no provision of its
charter or by-laws, nor of any mortgage, indenture, credit agreement or other
contract binding on it or affecting its property which would prohibit its
execution or performance of this Agreement; and
(d) To the extent the performance of any services described in
Schedule I attached hereto by BNY that relate to pricing of securities or
calculation of net asset value in accordance with the then effective Prospectus
(as hereinafter defined) for the Fund would violate any applicable laws or
regulations, the Fund shall immediately so notify BNY in writing and thereafter
shall either furnish BNY with the appropriate values of securities, net asset
value or other computation, as the case may be, or, subject to the prior
approval of BNY which BNY shall not unreasonably withhold, instruct BNY in
writing to value securities and/or compute net asset value or other computations
in a manner the Fund specifies in writing, and either the furnishing of such
values or the giving of such instructions shall constitute a representation by
the Fund that the same is consistent with all applicable laws and regulations
and with its Prospectus.
3. DELIVERY OF DOCUMENTS.
(a) Each Fund will promptly deliver to BNY true and correct copies of
each of the following documents as currently in effect and will promptly deliver
to it all future amendments and supplements thereto, if any:
(i) The Fund's Declaration of Trust or other organizational
document and all amendments thereto (the "Charter");
(ii) The Fund's bylaws (the "Bylaws");
(iii) Resolutions of the Fund's board of trustees or other
governing body (the "Board") authorizing the execution, delivery and performance
of this Agreement by the Fund;
(iv) The Fund's registration statement most recently filed
with the
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Securities and Exchange Commission (the "SEC") relating to the shares of the
Fund (the "Registration Statement");
(v) The Fund's Notification of Registration under the 1940
Act on Form N-8A filed with the SEC; and
(vi) The Fund's Prospectus and Statement of Additional
Information pertaining to the Series (collectively, the "Prospectus").
(b) Each copy of the Charter shall be certified by the Secretary of
State (or other appropriate official) of the state of organization, and if the
Charter is required by law also to be filed with a county or other officer or
official body, a certificate of such filing shall be filed with a certified copy
submitted to BNY. Each copy of the Bylaws, Registration Statement and
Prospectus, and all amendments thereto, and copies of Board resolutions, shall
be certified by the Secretary or an Assistant Secretary of the appropriate Fund.
(c) It shall be the sole responsibility of each Fund to deliver to
BNY its currently effective Prospectus and BNY shall not be deemed to have
notice of any information contained in such Prospectus until it is actually
received by BNY.
4. DUTIES AND OBLIGATIONS OF BNY.
(a) Subject to the direction and control of each Fund's Board and the
provisions of this Agreement, BNY shall provide daily to each Fund and each
Series specified on Exhibit A attached hereto the services described in Schedule
I, as such schedule may be amended from time to time. Subject to the provisions
of this Agreement, BNY shall compute the net asset value per share of each class
of shares ("Class") of each Series of the Fund and shall value the securities
held by the Fund (the "Securities") at such times and dates and in the manner
specified in the then currently effective Prospectus of the Fund. To the extent
valuation of Securities or computation of a net asset value of a Series or
Class, in accordance with the valuation procedures applicable to the calculation
of such net asset values as approved by the Fund's Board and as specified in the
Fund's then currently effective Prospectus, is at any time inconsistent with any
applicable laws or regulations, the Fund shall immediately so notify BNY in
writing and thereafter shall either furnish BNY at all appropriate times with
the values of such Securities and the net asset value of each Class of each
Series', or subject to the prior approval of BNY, which
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BNY shall not unreasonably withhold, instruct BNY in writing to value Securities
and compute the net asset value of each Class of each Series' in a manner which
the Fund then represents in writing to be consistent with all applicable laws
and regulations. The Fund may also from time to time instruct BNY in writing to
compute the value of the Securities or a Series' or Class' net asset value in a
manner other than as specified in this paragraph. By giving such instruction,
the Fund shall be deemed to have represented that such instruction is consistent
with all applicable laws and regulations and the then currently effective
Prospectus of the Fund. The Fund shall have sole responsibility for determining
the method of valuation of Securities and the method of computing each Series'
and Class' net asset value.
(b) In performing hereunder, BNY shall provide, at its expense,
office space, facilities, equipment and personnel.
(c) BNY shall not provide any services relating to the management,
investment advisory or sub-advisory functions of any Fund, distribution of
shares of any Fund, maintenance of any Fund's financial records other than those
listed on Schedule 1 or other services normally performed by the Funds'
respective counsel or independent auditors.
(d) Upon receipt of a Fund's prior written consent (which shall not
be unreasonably withheld), BNY may delegate any of its duties and obligations
hereunder to any delegee or agent whenever and on such terms and conditions as
it deems necessary or appropriate. Notwithstanding the foregoing, no Fund
consent shall be required for any such delegation to any other subsidiary of The
Bank of New York Company, Inc. BNY shall not be liable to any Fund for any loss
or damage arising out of, or in connection with, the actions or omissions to act
of any delegee or agent utilized hereunder other than a delegee or agent which
is a subsidiary or the Bank of New York Company, Inc. so long as BNY acts in
good faith and without negligence or wilful misconduct in the selection of such
delegee or agent. With respect to any delegee or agent which is a subsidiary of
The Bank of New York Company, Inc., BNY shall be deemed to have committed any
act or omission of such delegee.
(e) Each Fund shall cause its officers, advisors, sponsor,
distributor, legal counsel, independent accountants, current administrator (if
any) and transfer agent to cooperate with BNY and to provide BNY, upon request,
with such information, documents and advice
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relating to such Fund as is within the possession or knowledge of such persons
and is reasonably believed by BNY to be necessary or appropriate in order for
BNY to perform its duties hereunder. In connection with its duties hereunder,
BNY shall be entitled to rely, and shall be held harmless by each Fund when
acting in reliance, upon the instructions, advice or any documents relating to
such Fund provided to BNY by a Fund's officers, advisors, sponsor, distributor,
legal counsel, independent accountants, current administrator (if any) and
transfer agent and reasonably believed to be accurate by BNY. BNY shall not be
liable for any loss, damage or expense resulting from or arising out of the
failure of the Fund to cause any information, documents or advice to be provided
to BNY as provided herein. All fees or costs charged by such persons shall be
borne by the appropriate Fund.
(f) Nothing in this Agreement shall limit or restrict BNY, any
affiliate of BNY or any officer or employee thereof from acting for or with any
third parties, and providing services similar or identical to some or all of the
services provided hereunder.
(g) Each Fund shall furnish BNY with any and all instructions,
explanations, information, specifications and documentation deemed reasonably
necessary by BNY in the performance of its duties hereunder, including, without
limitation, the amounts or written formula for calculating the amounts and times
of accrual of Fund liabilities and expenses and BNY shall comply with any such
instructions, explanations, information, specifications, and documentation. BNY
shall not be required to include as Fund liabilities and expenses, nor as a
reduction of net asset value, any accrual for any federal, state, or foreign
income taxes unless the Fund shall have specified to BNY the precise amount of
the same to be included in liabilities and expenses or used to reduce net asset
value. Each Fund shall also furnish BNY with bid, offer, or market values of
Securities if BNY notifies such Fund that same are not available to BNY from a
security pricing or similar service utilized, or subscribed to, by BNY which BNY
in its judgment deems reliable at the time such information is required for
calculations hereunder. At any time and from time to time, the Fund also may
furnish BNY with bid, offer, or market values of Securities and instruct BNY to
use such information in its calculations hereunder. BNY shall at no time be
required or obligated to commence or maintain any utilization of, or
subscriptions to, any particular securities pricing or similar service, but
shall be required and obligated to maintain a subscription or access to at least
one securities pricing or similar service.
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(h) BNY may apply to an officer of any Fund for written instructions
with respect to any matter arising in connection with BNY's performance
hereunder for such Fund, and BNY shall not be liable for any action reasonably
taken or omitted to be taken by it in good faith in accordance with such
instructions. Such application for instructions may, at the option of BNY, set
forth in writing any action reasonably proposed to be taken or omitted to be
taken by BNY with respect to its duties or obligations under this Agreement and
the date on and/or after which such action shall be taken, and BNY shall not be
liable for any action taken or omitted to be taken in accordance with a proposal
included in any such application on or after the date specified therein
(provided that BNY has given the officer of the Funds a commercially reasonable
amount of time to respond to the request for instructions) unless, prior to
taking or omitting to take any such action, BNY has received written
instructions in response to such application specifying the action to be taken
or omitted.
(i) BNY may consult with counsel to the appropriate Fund or its own
counsel, and shall be fully protected with respect to anything done or omitted
by it in good faith in accordance with the advice or opinion of such counsel.
BNY shall provide prompt notification to the appropriate Fund in the event that
it acts upon advice or opinion of counsel that is inconsistent with
instructions, procedures, or requests provided by the Fund. The appropriate Fund
shall be liable for the fees and expenses of its counsel and for the reasonable
fees and expense of BNY's own counsel, not to exceed in any one instance $10,000
without the prior consent of the appropriate fund.
(j) Notwithstanding any other provision contained in this Agreement
or Schedule I attached hereto, BNY shall have no duty or obligation with respect
to, including, without limitation, any duty or obligation to determine, or
advise or notify any Fund of: (i) the taxable nature of any distribution or
amount received or deemed received by, or payable to, a Fund, (ii) the taxable
nature or effect on a Fund or its shareholders of any corporate actions, class
actions, tax reclaims, tax refunds or similar events, (iii) the taxable nature
or taxable amount of any distribution or dividend paid, payable or deemed paid,
by a Fund to its shareholders; or (iv) the effect under any federal, state, or
foreign income tax laws of a Fund making or not making any distribution or
dividend payment, or any election with respect thereto.
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(k) BNY shall have no duties or responsibilities whatsoever except
such duties and responsibilities as are specifically set forth in this Agreement
and Schedule I attached hereto, and no covenant or obligation shall be implied
against BNY in connection with this Agreement.
(l) BNY, in performing the services required of it under the terms of
this Agreement, shall be entitled to rely fully on the accuracy and validity of
any and all instructions, explanations, information, specifications and
documentation furnished to it by a Fund and shall have no duty or obligation to
review the accuracy, validity or propriety of such instructions, explanations,
information, specifications or documentation, including, without limitation,
evaluations of securities; the amounts or formula for calculating the amounts
and times of accrual of Series' liabilities and expenses; the amounts receivable
and the amounts payable on the sale or purchase of Securities; and amounts
receivable or amounts payable for the sale or redemption of Fund shares effected
by or on behalf of a Fund. In the event BNY's computations hereunder rely, in
whole or in part, upon information, including, without limitation, bid, offer or
market values of securities or other assets, or accruals of interest or earnings
thereon, from a pricing or similar service utilized, or subscribed to, by BNY
which BNY in its judgment deems reliable, BNY shall not be responsible for,
under any duty to inquire into, or deemed to make any assurances with respect
to, the accuracy or completeness of such information except that BNY shall apply
its normal tolerance tests. Without limiting the generality of the foregoing,
BNY shall not be required to inquire into any valuation of securities or other
assets by a Fund or any third party described in this subsection (l) even though
BNY in performing services similar to the services provided pursuant to this
Agreement for others may receive different valuations of the same or different
securities of the same issuers.
(m) BNY, in performing the services required of it under the terms of
this Agreement, shall not be responsible for determining whether any interest
accruable to a Fund is or will be actually paid, but will accrue such interest
until otherwise instructed by such Fund.
(n) BNY shall maintain such back-up system(s), and disaster recovery
plan(s), as are required by its regulators and all laws applicable to it. BNY
shall not be responsible for delays or errors which occur by reason of
circumstances beyond its control in the performance of
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its duties under this Agreement, including, without limitation, labor
difficulties within or without BNY, mechanical breakdowns, flood or catastrophe,
acts of God, failures of transportation, interruptions, loss, or malfunctions of
utilities, communications or computer (hardware or software) services provided
BNY is maintaining such back-up system(s) and disaster recovery plan(s) as
described above, or, provided if it does not, that such delays and errors would
have occurred even if it had had maintained the same. BNY should use
commercially reasonable best efforts to resume performance as soon as
practicable under the circumstances. Nor shall BNY be responsible for delays or
failures to supply the information or services specified in this Agreement where
such delays or failures are caused by the failure of any person(s) other than
BNY to supply any instructions, explanations, information, specifications or
documentation deemed necessary by BNY in the performance of its duties under
this Agreement.
(o) BNY shall, as agent for the Funds, maintain and keep current the
books, accounts and other documents, if any, listed in Schedule I and preserve
any such books, accounts and other documents in accordance with the applicable
provisions of Rules 31a-l and 31a-2 of the General Rules and Regulations under
the Investment Company Act of 1940, as such Rules may be amended. Such books,
accounts and other documents shall be made available upon reasonable request for
inspection by officers, employees and auditors of the Funds during BNY's normal
business hours.
(p) All records maintained and preserved by BNY pursuant to this
Agreement which the Funds are required to maintain and preserve in accordance
with the above-mentioned Rules 31a-l and 31a-2 shall be and remain the property
of the Funds and shall be surrendered to the Funds or provided to their
regulators promptly upon request by the Funds in the form in which such records
have been maintained and preserved. Upon reasonable request of the Funds, BNY
shall provide in hard copy, computer disc, on micro-film or other format as the
Funds or their regulators shall request, any records included in any such
delivery which are maintained by BNY on a computer disc, or are otherwise
maintained.
(q) All books, records, information and data pertaining to the
business of the Funds, or their prior, present or potential shareholders that
are exchanged or received in connection with the
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performance of BNY's duties under this Agreement shall remain confidential and
shall not be disclosed to any other person, except as specifically authorized by
the Funds or as may be required by law, and shall not be used for any purpose
other than performance of its responsibilities and duties hereunder, and except
that BNY retains the right to disclose matters subject to confidentiality to its
examiners, regulators, internal or external auditors, its accountants, and its
internal and external counsel, or to others, whenever it is advised by its
internal or external counsel that it is reasonably likely BNY would be liable
for a failure to do so. BNY will provide written notice to the Funds at least
five (5) business days prior to any disclosures pursuant to this Paragraph 4(q),
but, provided it shall have provided as much notice as is reasonably practicable
under the circumstances, BNY shall have no liability for any failure to do so.
(r) BNY hereby specifically agrees that it will provide any
sub-certifications reasonably requested by the Funds in connection with any
certification required by the Xxxxxxxx-Xxxxx Act of 2002 or any rules or
regulations promulgated by the Securities and Exchange Commission thereunder,
provided the same do not change BNY's standard of care.
5. ALLOCATION OF EXPENSES.
Except as otherwise provided herein, all costs and expenses arising or
incurred in connection with the performance by the Funds under this Agreement
shall be paid by the appropriate Fund, including but not limited to,
organizational costs and costs of maintaining corporate existence, taxes,
interest, brokerage fees and commissions, insurance premiums, compensation and
expenses of such Fund's trustees, directors, officers or employees, legal,
accounting and audit expenses, management, advisory, sub-advisory,
administration and shareholder servicing fees, charges of custodians, transfer
and dividend disbursing agents, expenses (including clerical expenses) incident
to the issuance, redemption or repurchase of Fund shares, fees and expenses
incident to the registration or qualification under federal or state securities
laws of the Fund or its shares, costs (including printing and mailing costs) of
preparing and distributing Prospectuses, reports, notices and proxy material to
such Fund's shareholders, all expenses incidental to holding meetings of such
Fund's trustees, directors and shareholders, and extraordinary expenses as may
arise, including litigation affecting such Fund and legal obligations relating
thereto for which the Fund may have to indemnify its trustees, directors and
9
officers. BNY shall pay all costs and expenses arising or incurred in connection
with its performance under this Agreement, as set forth in paragraph 4(b),
including the cost of subscription to at least one securities pricing or similar
service.
6. STANDARD OF CARE; INDEMNIFICATION.
(a) Except as otherwise provided herein, BNY shall not be liable for
any costs, expenses, damages, liabilities or claims (including attorneys' and
accountants' fees) incurred by a Fund, except those costs, expenses, damages,
liabilities or claims arising out of BNY's own negligence or willful misconduct.
In no event shall BNY be liable to any Fund or any third party 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. For purposes
of this provision, if as a result of the negligence or willful misconduct of BNY
or that of its directors, officers or employees, agents or delegates, there is a
material error in the net asset value per share of a Fund, the material losses
of the Fund on the sale and issuance, or the redemption, of its shares
attributable to such material error shall be direct money damages.
(b) Each Fund shall indemnify and hold harmless BNY from and against
any and all costs, expenses, damages, liabilities and claims (including claims
asserted by a Fund), and reasonable attorneys' and accountants' fees relating
thereto, which are sustained or incurred or which may be asserted against BNY,
by reason of or as a result of any action reasonably taken or omitted to be
taken by BNY in good faith hereunder or in reasonable reliance upon (i) any law,
act, regulation or interpretation of the same even though the same may
thereafter have been altered, changed, amended or repealed, (ii) such Fund's
Registration Statement or Prospectus, (iii) any instructions of an officer of
such Fund, or (iv) any opinion of legal counsel for such Fund or BNY, or arising
out of transactions or other activities of such Fund which occurred prior to the
commencement of this Agreement; PROVIDED, that no Fund shall indemnify BNY for
costs, expenses, damages, liabilities or claims for which BNY is liable under
preceding 6(a). This indemnity shall be a continuing obligation of each Fund,
its successors and assigns, notwithstanding the termination of this Agreement.
Without limiting the generality of the foregoing, each Fund shall indemnify BNY
against and save BNY harmless from any loss,
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damage or expense, including reasonable counsel fees and other costs and
expenses of a defense against any claim or liability, arising from any one or
more of the following.
(i) Errors in records or instructions, explanations,
information, specifications or documentation of any kind, as the case may be,
supplied to BNY by the Funds;
(ii) Action or inaction taken or omitted to be taken by BNY
pursuant to written or oral instructions of the Fund or otherwise without bad
faith, negligence or willful misconduct;
(iii) Any action taken or omitted to be taken by BNY in good
faith and with prompt notice to the Funds in accordance with the advice or
opinion of counsel for a Fund or its own counsel;
(iv) Any improper use by a Fund or its agents, distributor or
investment advisor of any valuations or computations supplied by BNY pursuant to
this Agreement;
(v) The method of valuation of the Securities and the method
of computing each Series' and Class' net asset value consistent with paragraph
4(a); or
(vi) Any valuations of securities or net asset value provided
by a Fund.
(c) BNY shall indemnify and hold harmless the Funds from and against
any loss, damage or expense, including reasonable counsel fees and other costs
and expenses of a defense against any claim or liability (including any claims
asserted by BNY) arising out of the negligence or willful misconduct of BNY,
except that in no event shall BNY be liable for, nor indemnify the Funds for,
special, indirect or consequential damages, or for lost profits or loss of
business. For purposes of this provision, if as a result of the negligence or
willful misconduct of BNY or that of its directors, officers or employees,
agents or delegates, there is a material error in the net asset value per share
of a Fund, the material losses of the Fund on the sale and issuance, or the
redemption, of its shares attributable to such material error shall be direct
money damages. This indemnity shall be a continuing obligation of BNY, its
successors and assigns, notwithstanding the termination of this Agreement.
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7. COMPENSATION.
For the services provided hereunder, each Fund agrees to pay BNY such
compensation as is mutually agreed from time to time and such out-of-pocket
expenses (E.G., telecommunication charges, postage and delivery charges, and
reproduction charges) as are reasonably incurred by BNY in performing its duties
hereunder. Except as hereinafter set forth, compensation shall be calculated and
accrued daily and paid monthly. Upon termination of this Agreement before the
end of any month, the compensation for such part of a month shall be prorated
according to the proportion which such period bears to the full monthly period
and shall be payable upon the effective date of termination of this Agreement.
For the purpose of determining compensation payable to BNY, each Fund's net
asset value shall be computed at the times and in the manner specified in the
Fund's Prospectus.
8. TERM OF AGREEMENT.
(a) This Agreement shall continue until terminated by either BNY
giving to a Fund, or a Fund giving to BNY, a notice in writing specifying the
date of such termination, which date shall be not less than 60 days after the
date of the giving of such notice. Upon termination hereof, the affected Fund(s)
shall pay to BNY such compensation as may be due as of the date of such
termination, and shall reimburse BNY for any disbursements and expenses made or
incurred by BNY and payable or reimbursable hereunder. After payment of such
amounts BNY shall deliver to the Funds all records then the property of the
Funds.
(b) Notwithstanding the foregoing, BNY may terminate this Agreement
by notice to a Fund if such Fund shall terminate its custody agreement with The
Bank of New York, effective on the date of termination of the Custody Agreement.
9. AUTHORIZED PERSONS.
Attached hereto as Exhibit B is a list of persons duly authorized by the
Board of each Fund to execute this Agreement and give any written or oral
instructions, or written or oral specifications, by or on behalf of such Fund.
From time to time each Fund may deliver a new Exhibit B to add or delete any
person and BNY shall be entitled to rely on the last Exhibit B actually received
by BNY.
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10. AMENDMENT.
This Agreement may not be amended or modified in any manner except by a
written agreement executed by BNY and the Fund to be bound thereby, and
authorized or approved by such Fund's Board.
11. ASSIGNMENT.
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 any Fund without the written consent
of BNY, or by BNY without the written consent of the affected Fund accompanied
by the authorization or approval of such Fund's Board.
12. GOVERNING LAW; CONSENT TO JURISDICTION.
This Agreement shall be construed in accordance with the laws of the State
of New York, without regard to conflict of laws principles thereof. BNY and Each
Fund hereby consents to the jurisdiction of a state or federal court situated in
New York City, New York in connection with any dispute arising hereunder, and
waives to the fullest extent permitted by law its right to a trial by jury. To
the extent that in any jurisdiction BNY or any Fund 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, BNY and such Fund
irrevocably agrees not to claim, and it hereby waives, such immunity.
13. SEVERABILITY.
In case any provision in or obligation under this Agreement 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 is inapplicable to any
person or circumstances, it shall nevertheless remain applicable to all other
persons and circumstances.
14. NO WAIVER.
Each and every right granted to BNY hereunder or under any other document
delivered hereunder or in connection herewith, or allowed it by law or equity,
shall be cumulative and
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may be exercised from time to time. No failure on the part of BNY to exercise,
and no delay in exercising, any right will operate as a waiver thereof, nor will
any single or partial exercise by BNY of any right preclude any other or future
exercise thereof or the exercise of any other right.
15. NOTICES.
All notices, requests, consents and other communications pursuant to this
Agreement in writing shall be sent as follows:
if to a Fund, at
ING Funds Services, LLC
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000
Attention: Xxxxxxx X. Xxxxxx
Title: Chief Financial Officer
if to BNY, at
The Bank of New York
000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxx
Title: Vice President
or at such other place as may from time to time be designated in writing.
Notices hereunder shall be effective upon receipt.
16. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of which
shall be deemed to be an original; but such counterparts together shall
constitute only one instrument.
17. SEVERAL OBLIGATIONS.
The parties acknowledge that the obligations of the Funds hereunder are
several and not joint, that no Fund shall be liable for any amount owing by
another Fund and that the Funds have executed one instrument for convenience
only.
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This Agreement is an agreement entered into between BNY and the Funds with
respect to each Series. With respect to any obligation of a Fund on behalf of a
Series arising out of this Agreement, BNY shall look for payment or satisfaction
of such obligation solely to the assets of the Series to which such obligation
relates as though BNY had separately contracted with the Fund by separate
written instrument with respect to each Series.
18. AGREEMENT AND DECLARATION OF TRUST.
With respect to each Fund that is organized as a Massachusetts Business
Trust, a copy of the Agreement and Declaration of Trust of the Fund is on file
with the Secretary of the Commonwealth of Massachusetts. The Agreement and
Declaration of Trust has been executed on behalf of the Fund by its trustees in
their capacity as trustees and not individually. The obligations of this
Agreement shall be binding upon the assets and property of the Fund and shall
not be binding upon any trustee, officer, or shareholder of the Fund
individually.
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IN WITNESS WHEREOF, the parties hereto have caused the foregoing instrument
to be executed by their duly authorized officers and their seals to be hereunto
affixed, all as of the day and year first above written.
By: /s/ Xxxxxxx X. Xxxxxx
---------------------------
Name: XXXXXXX X. XXXXXX
Title: Executive Vice President
on behalf of each Fund
identified on Exhibit A
attached hereto
THE BANK OF NEW YORK
By: /s/ Xxxxxx X. XxXxxx
---------------------------
Name: Xxxxxx X. XxXxxx
Title: Vice President
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EXHIBIT A
As OF JANUARY 6, 2003
GCG TRUST:
Capital Growth Series
Value Equity Series
Asset Allocation Growth Series
Diversified Mid-Cap Series
Internet Tollkeeper Series
Limited Maturity Bond Series
Liquid Asset Series
Equity Opportunity Series
Focus Value Series
Fundamental Growth Series
All Cap Series
Investors Series
Strategic Equity Series
Fund for Life
EXHIBIT A
AMENDED AS OF JANUARY 13, 2003
TO INCLUDE THE ADDITION OF THE FOLLOWING
GCG TRUST:
Mid-Cap Growth Series
Research Series
Total Return Series
Fully Managed Series
Developing World Series
Hard Assets Series
Managed Global Series
International Equity Series
International Enhanced EAFE Series
Growth Series
Janus Growth and Income Series
Special Situations Series
Core Bond Series
Global Franchise Series
Equity Income Series
Large Cap Value Series
Capital Guardian Small Cap Series
X.X. Xxxxxx Xxxxxxx Small Cap
Equity Growth Series
Real Estate Series
Xxx Xxxxxx Growth and Income Series
EXHIBIT A
AMENDED AS OF MARCH 13, 2003
TO INCLUDE THE ADDITION OF THE FOLLOWING
ING GET FUND:
ING GET Fund - Series V
[ING FUNDS LOGO]
April 4, 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 Custodian Agreement dated March 13, 2003 and the Fund Accounting
Agreement dated January 1, 2003 (each an "Agreement," collectively the
"Agreements"), we hereby notify you of the addition of the following funds to be
added/included on Exhibit A to the Agreements:
ING Classic Money Market Fund
ING GNMA Income 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
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
EXHIBIT A
AMENDED AS OF APRIL 7, 2003
TO INCLUDE THE ADDITION OF THE FOLLOWING
ING FUNDS TRUST:
ING Classic Money Market Fund
ING GNMA Income 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
ING Strategic Bond Fund
[ING FUNDS LOGO]
April 30, 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 Custodian Agreement dated March 13, 2003. Fund Accounting
Agreement dated January 1, 2003 and the Cash Reserve Letter (each an
"Agreement," collectively the "Agreements"), we hereby notify you of the
addition of the following funds to be added/included on Exhibit A to the
Agreements:
ING Principal Protection Fund VII
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
EXHIBIT A
AMENDED AS OF MAY 1, 2003
TO INCLUDE THE ADDITION OF THE FOLLOWING
ING EQUITY TRUST:
ING Principal Protection Fund VII
EXHIBIT B
SECRETARY'S CERTIFICATE
PERSONS AUTHORIZED TO INSTRUCT CUSTODIAN
THE UNDERSIGNED SECRETARY OF:
THE GCG TRUST
(COLLECTIVELY THE "FUNDS"), 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 TRUSTEES, DATED
JANUARY 1, 2003 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 OF THE FUNDS ARE DULY ORGANIZED AND EXISTING, THAT THEIR
CHARTER EMPOWERS THEM 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 FUND; AND
(d) THAT ATTACHMENT A MAY BE EXECUTED IN COUNTERPARTS.
IN WITNESS WHEREOF, THE UNDERSIGNED HAS SIGNED BELOW, THIS 15TH DAY OF JANUARY,
2003.
BY: /s/ Xxxxxxxx X. Xxxxxxxx
---------------------------
XXXXXXXX X. XXXXXXXX
SECRETARY
ATTACHMENT A
PERSONS AUTHORIZED TO INSTRUCT CUSTODIAN
POSITION WITH THE FUND(S)
NAME (UNLESS OTHERWISE NOTED) SPECIMEN SIGNATURE
---- ------------------------- --------------------
Xxxxx X. Xxxxxxxx Vice President /s/ Xxxxx X. Xxxxxxxx
---------------------
Xxxxxxx X. Xxxxxx Vice President & Assistant Secretary /s/ Xxxxxxx X. Xxxxxx
---------------------
Xxxxxx X. Naka Senior Vice President & Assistant Secretary /s/ Xxxxxx X. Naka
---------------------
Xxxxx X. Xxxxx Senior Vice President & Controller of /s/ Xxxxx X. Xxxxx
ING Funds Services, LLC ---------------------
Xxxxxxx X. Xxxxxxxx Vice President of ING Funds Services, /s/ Xxxxxxx X. Xxxxxxxx
LLC -----------------------
Xxx Xxxxxxxx Vice President & Secretary /s/ Xxx Xxxxxxxx
---------------------
Xxxxx X. Xxxxxxx Vice President /s/ Xxxxx X. Xxxxxxx
---------------------
Xxxxx Xxxxxxxx Assistant Vice President /s/ Xxxxx Xxxxxxxx
---------------------
Xxxx Xxxxx Assistant Vice President /s/ Xxxx Xxxxx
---------------------
Xxxx Xxxxx Supervisor - Fund Accounting of /s/ Xxxx Xxxxx
ING Funds Services, LLC ---------------------
Xxxxx Xxxxxx Supervisor - Fund Accounting of /s/ Xxxxx Xxxxxx
ING Funds Services, LLC ---------------------
Xxxxxx Xxxxxxxx Supervisor - Fund Accounting of /s/ Xxxxxx Xxxxxxxx
ING Funds Services, LLC ---------------------
Xxxxx Xxxxxxx Manager - Fund Accounting of /s/ Xxxxx Xxxxxxx
ING Funds Services, LLC ---------------------
Xxxxxx Xxxxxxxxxxx Supervisor - Fund Accounting of /s/ Xxxxxx Xxxxxxxxxxx
ING Funds Services, LLC ----------------------
THE GCG TRUST
(THE "FUNDS")
RESOLUTIONS ADOPTED BY UNANIMOUS WRITTEN CONSENT OF THE BOARD OF TRUSTEES DATED
JANUARY 1, 2003.
WHEREAS, the Funds and The Bank of New York ("BNY"), as Custodian, are
parties to a Custodian Agreement, which provide 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; and
WHEREAS, pending Board approval, ING Funds Services, LLC ("IFS") will
provide administrative services to the Funds subject to an Administrative
Services Sub-Contract between Directed Services, Inc. and IFS; and
WHEREAS, in conjunction with this Administrative Services
Sub-Contract, certain officers of IFS will become officers of the Funds, also
pending Board approval.
NOW, THEREFORE, BE IT RESOLVED, that effective January 1, 2003, the
following persons be, and they hereby are, authorized to execute and cause to be
delivered to BNY, 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 Custodian Agreement:
POSITION WITH THE FUNDS
NAME (UNLESS OTHERWISE NOTED)
---- ------------------------
Xxxxx X. Xxxxxxxx Vice President
Xxxxxxx X. Xxxxxx Vice President & Assistant Secretary
Xxxxxx X. Naka Senior Vice President & Assistant Secretary
Xxxxx X. Xxxxx Senior Vice President & Controller of ING Funds
Services, LLC
Xxxxxxx X. Xxxxxxxx Vice President of ING Funds Services, LLC
Xxxxxxxx X. Xxxxxxxx Vice President & Secretary
Xxxxx X. Xxxxxxx Vice President
Xxxxx Xxxxxxxx Assistant Vice President
POSITION WITH THE FUNDS
NAME (UNLESS OTHERWISE NOTED)
---- ------------------------
Xxxx Xxxxx Assistant Vice President
Xxxx Xxxxx Supervisor-Fund Accounting of ING Funds
Services, LLC
Xxxxx Xxxxxx Supervisor-Fund Accounting of ING Funds
Services, LLC
Xxxxxx Xxxxxxxx Supervisor-Fund Accounting of ING Funds
Services, LLC
Xxxxx Xxxxxxx Manager-Fund Accounting of ING Funds Services,
LLC
Xxxxxx Xxxxxxxxxxx Supervisor-Fund Accounting of ING Funds
Services, LLC
and that, except as otherwise provided in said Custodian Agreement, all such
instructions and directions, with respect to amounts in excess of $100.00 but
less than $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 the appointment of the following persons,
effective January 1, 2003, the following persons be, and they hereby are,
authorized to execute and cause to be delivered to BNY, 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 Custodian
Agreement with respect to amounts in excess of $10,000.00 but less than
$50,000.00:
NAME POSITION WITH THE FUNDS
---- ------------------------
Xxxxx Xxxxxxxx Assistant Vice President
Xxxx Xxxxx Assistant Vice President
and that except as otherwise provided in the Custodian Agreements, all
instructions and directions effected by either of the above referenced persons,
with respect to amounts in excess of $10,000.00 but less than $50,000.00, shall
require his/her signature and that of one other person authorized to instruct
the Custodian, which need not 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
SCHEDULE I
VALUATION AND COMPUTATION SERVICES
I. BNY shall maintain the following records on a daily basis for each
Series.
1. Report of priced portfolio securities
2. Statement of net asset value per share per Class
3. General Ledger
II. BNY shall maintain the following records on a monthly basis for each
Series:
1. General Journal
2. Cash Receipts Journal
3. Cash Disbursements Journal
4. Subscriptions Journal
5. Redemptions Journal
6. Accounts Receivable Reports
7. Accounts Payable Reports
8. Open Subscriptions/Redemption Reports
9. Transaction (Securities) Journal
10. Broker Net Trades Reports
III. BNY shall prepare a Holdings Ledger on a quarterly basis, and a
Buy-Sell Ledger (Broker's Ledger) on a semiannual basis for each Series.
Schedule D shall be produced on an annual basis for each Series.
The above reports may be printed according to any other required frequency
to meet the requirements of the Internal Revenue Service, The Securities and
Exchange Commission and the Fund's Auditors.
IV. For internal control purposes, BNY uses the Account Journals produced
by The Bank of New York Custody System to record daily settlements of the
following for each Series:
1. Securities bought
2. Securities sold
3. Interest received
4. Dividends received
5. Capital stock sold
6. Capital stock redeemed
7. Other income and expenses
All portfolio purchases for the Fund are recorded to reflect expected
maturity value and total cost including any prepaid interest.
V. BNY will also provide those services not already listed above that are
included in the Service Guidelines established and agreed between the parties as
the same may be revised from time to time by mutual agreement of the parties
hereto. The Services Guidelines will also govern the timeliness and performance
standards for services where specified therein.
[ING FUNDS LOGO]
July 2, 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 Custody Agreement, Foreign Custody
Manager Agreement,
Fund Accounting Agreement and Securities Lending agreement
each dated January 6, 2003 respectively and the Cash Reserve Agreement, dated
March 31, 2003 (each an "Agreement," collectively the "Agreements"), we hereby
notify you of the addition of the Funds to be added/included on the Amended
Exhibit A to the Agreements as of July 7, 2003 as shown.
Please signify your acceptance to provide services under the Agreements 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/ Xxxxxx X. XxXxxx
-------------------------------
Name: XXXXXX X. XxXXXX
-------------------------------
Title: VICE PRESIDENT, 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
FUND EFFECTIVE DATE
---- ---------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Xxxxxxxx Equity Opportunities Portfolio January 6, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
Fund for Life Series January 6, 2003
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING X. Xxxx Price Capital Appreciation Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Hard Assets Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING JPMorgan Xxxxxxx International
Enhanced EAFE Portfolio January 13, 2003
ING Xxxxxxx Growth Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING Xxx Xxxxxx Global Franchise Portfolio January 13, 2003
ING X. Xxxx Price Equity Income Portfolio January 13, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio January 13, 2003
ING Xxx Xxxxxx Real Estate Portfolio January 13, 2003
ING Xxx Xxxxxx Growth and Income Portfolio January 13, 2003
January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING MUTUAL FUNDS
ING Foreign Fund July 1, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth & Income Fund June 9, 2003
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING XX XXXX PORTFOLIO July 7, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
* This Amended Exhibit A will be effective with respect to this Fund upon the
effective date of the initial Registration Statement with respect to the
Fund.
AMENDED EXHIBIT A
FUND EFFECTIVE DATE
---- ---------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING Large Company Value Fund June 9, 2003
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series D July 14, 2003
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Xxxxxxxx Equity Opportunities Portfolio January 6, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
Fund for Life Series January 6, 2003
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING X. Xxxx Price Capital Appreciation Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Hard Assets Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING JPMorgan Xxxxxxx International
Enhanced EAFE Portfolio January 13, 2003
ING Xxxxxxx Growth Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING Xxx Xxxxxx Global Franchise Portfolio January 13, 2003
ING X. Xxxx Price Equity Income Portfolio January 13, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio January 13, 2003
ING Xxx Xxxxxx Real Estate Portfolio January 13, 2003
ING Xxx Xxxxxx Growth and Income Portfolio January 13, 2003
January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING MUTUAL FUNDS
ING Foreign Fund July 1, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth & Income Fund June 9, 2003
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Balanced July 7, 2003
Portfolio
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING XX XXXX PORTFOLIO July 7, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
*This Amended Exhibit A will be effective with respect to this Fund upon the
effective date of the initial Registration Statement with respect to the Fund.
[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 Custody Agreement, Foreign Custody
Manager Agreement and
Fund Accounting Agreement each dated January 6, 2003
respectively, and the Cash Reserve Agreement dated March 31, 2003 (each an
"Agreement," collectively the "Agreements"), we hereby notify you of the
addition of the Funds to be added/included on the Amended Exhibit A to the
Agreements as of September 2, 2003 as shown.
Please signify your acceptance to provide services under the Agreements 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/ Xxx X. Xxxxxx
-------------------------------
Name: XXX X. XXXXXX
-------------------------------
Title: VICE PRESIDENT, 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
FUND* EFFECTIVE DATE
----- ---------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING Large Company Value Fund June 9, 2003
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Principal Protection Fund VIII TBD
ING Principal Protection Fund IX TBD
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series D July 14, 2003
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to the Funds upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
Fund for Life Series January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING American Funds Growth Portfolio September 2, 2003
ING American Funds Growth-Income Portfolio September 2, 2003
ING American Funds International Portfolio September 2, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Hard Assets Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING Xxxxxxxx Equity Opportunities Portfolio January 6, 2003
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio January 13, 2003
ING Xxxxxx Xxxx Foreign Portfolio January 13, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Xxxxxxx Growth Portfolio January 13, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
ING MFS Mid Cap Growth Portfolio January 13, 2003
* This Amended Exhibit A will be effective with respect to the Funds upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING X. Xxxx Price Capital Appreciation Portfolio January 13, 2003
ING X. Xxxx Price Equity Income Portfolio January 13, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING Xxx Xxxxxx Global Franchise Portfolio January 13, 2003
ING Xxx Xxxxxx Growth and Income Portfolio January 13, 2003
ING Xxx Xxxxxx Real Estate Portfolio January 13, 2003
January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING MUTUAL FUNDS
ING Foreign Fund July 1, 2003
ING Global Equity Dividend Fund September 2, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING GET U.S. Core Portfolio - Series 2 September 12, 2003
ING GET U.S. Core Portfolio - Series 3 TBD
ING GET U.S. Core Portfolio - Series 4 TBD
ING GET U.S. Core Portfolio - Series 5 TBD
ING GET U.S. Core Portfolio - Series 6 TBD
ING GET U.S. Opportunity Portfolio - Series 1 TBD
ING GET U.S. Opportunity Portfolio - Series 2 TBD
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund I June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth & Income Fund June 9, 2003
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to the Funds upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING XX XXXX PORTFOLIO July 7, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
* This Amended Exhibit A will be effective with respect to the Funds upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
[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 Custody Agreement, Foreign Custody
Manager Agreement and
Fund Accounting Agreement each dated January 6, 2003, and
the Cash Reserve Agreement dated March 31, 2003 (each an "Agreement,"
collectively the "Agreements"), we hereby notify you of the addition of ING
Principal Protection Fund VIII, a newly established fund of ING Equity Trust
(the "New Fund") to be included on the Amended Exhibit A to the Agreements as of
October 1, 2003 as shown.
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/ Xxxxxx X. XxXxxx
-------------------------------
Name: XXXXXX X. XxXXXX
-------------------------------
Title: VICE PRESIDENT, 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
FUND* EFFECTIVE DATE
----- ---------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING Large Company Value Fund June 9, 2003
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Principal Protection Fund VIII October 1, 2003
ING Principal Protection Fund IX TBD
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series D July 14, 2003
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING GET FUND (CONTINUED)
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
Fund for Life Series January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING American Funds Growth Portfolio September 2, 2003
ING American Funds Growth-Income Portfolio September 2, 2003
ING American Funds International Portfolio September 2, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Hard Assets Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING Xxxxxxxx Equity Opportunities Portfolio January 6, 2003
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio January 13, 2003
ING Xxxxxx Xxxx Foreign Portfolio January 13, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Xxxxxxx Growth Portfolio January 13, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING INVESTORS TRUST (CONTINUED)
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING X. Xxxx Price Capital Appreciation Portfolio January 13, 2003
ING X. Xxxx Price Equity Income Portfolio January 13, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING Xxx Xxxxxx Global Franchise Portfolio January 13, 2003
ING Xxx Xxxxxx Growth and Income Portfolio January 13, 2003
ING Xxx Xxxxxx Real Estate Portfolio January 13, 2003
January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING MUTUAL FUNDS
ING Foreign Fund July 1, 2003
ING Global Equity Dividend Fund September 2, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING GET U.S. Core Portfolio - Series 2 September 12, 2003
ING GET U.S. Core Portfolio - Series 3 TBD
ING GET U.S. Core Portfolio - Series 4 TBD
ING GET U.S. Core Portfolio - Series 5 TBD
ING GET U.S. Core Portfolio - Series 6 TBD
ING GET U.S. Opportunity Portfolio - Series 1 TBD
ING GET U.S. Opportunity Portfolio - Series 2 TBD
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund I June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth & Income Fund June 9, 2003
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING SERIES FUND, INC. (CONTINUED)
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING XX XXXX PORTFOLIO July 7, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
[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 Custody Agreement, Foreign Custody
Manager Agreement and
Fund Accounting Agreement each dated January 6, 2003, and
the Cash Reserve Agreement dated March 31, 2003 (each an "Agreement,"
collectively the "Agreements"), we hereby notify you of the addition of ING VP
Convertible Portfolio, ING VP Disciplined LargeCap Portfolio, ING VP Growth
Opportunities Portfolio, ING VP Growth + Value 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 Natural Resources Trust, ING VP SmallCap Opportunities Portfolio, The Asset
Allocation Portfolio, The Bond Portfolio, The Money Market Portfolio and The
Stock Portfolio, (the "Funds") to be included on the Amended Exhibit A to the
Agreements as of October 6, 2003 as shown.
Please signify your acceptance to provide services under the Agreements 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/ Xxxxxx X. XxXxxx
-------------------------------
Name: XXXXXX X. XxXXXX
-------------------------------
Title: VICE PRESIDENT, 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
FUND* EFFECTIVE DATE
----- ---------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING Large Company Value Fund June 9, 2003
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Principal Protection Fund VIII October 1, 2003
ING Principal Protection Fund IX TBD
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series D July 14, 2003
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING GET FUND (CONTINUED)
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
Fund for Life Series January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING American Funds Growth Portfolio September 2, 2003
ING American Funds Growth-Income Portfolio September 2, 2003
ING American Funds International Portfolio September 2, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Hard Assets Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING Xxxxxxxx Equity Opportunities Portfolio January 6, 2003
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio January 13, 2003
ING Xxxxxx Xxxx Foreign Portfolio January 13, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Xxxxxxx Growth Portfolio January 13, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING INVESTORS TRUST (CONTINUED)
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING X. Xxxx Price Capital Appreciation Portfolio January 13, 2003
ING X. Xxxx Price Equity Income Portfolio January 13, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING Xxx Xxxxxx Global Franchise Portfolio January 13, 2003
ING Xxx Xxxxxx Growth and Income Portfolio January 13, 2003
ING Xxx Xxxxxx Real Estate Portfolio January 13, 2003
January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING MUTUAL FUNDS
ING Foreign Fund July 1, 2003
ING Global Equity Dividend Fund September 2, 2003
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund I June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth & Income Fund June 9, 2003
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING GET U.S. Core Portfolio - Series 2 September 12, 2003
ING GET U.S. Core Portfolio - Series 3 TBD
ING GET U.S. Core Portfolio - Series 4 TBD
ING GET U.S. Core Portfolio - Series 5 TBD
ING GET U.S. Core Portfolio - Series 6 TBD
ING GET U.S. Opportunity Portfolio - Series 1 TBD
ING GET U.S. Opportunity Portfolio - Series 2 TBD
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio October 6, 2003
ING VP Disciplined LargeCap Portfolio October 6, 2003
ING VP Growth + Value Portfolio October 6, 2003
ING VP Growth Opportunities Portfolio October 6, 2003
ING VP High Yield Bond Portfolio October 6, 2003
ING VP Large Company Value Portfolio October 6, 2003
ING VP LargeCap Growth Portfolio October 6, 2003
ING VP MagnaCap Portfolio October 6, 2003
ING XX XxxXxx Opportunities Portfolio October 6, 2003
ING VP SmallCap Opportunities Portfolio October 6, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING XX XXXX PORTFOLIO July 7, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING VP NATURAL RESOURCES TRUST October 6, 2003
USLICO SERIES FUND
The Asset Allocation Portfolio October 6, 2003
The Bond Portfolio October 6, 2003
The Money Market Portfolio October 6, 2003
The Stock Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
AMENDED EXHIBIT A
FUND* EFFECTIVE DATE
----- --------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING Large Company Value Fund June 9, 2003
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Principal Protection Fund VIII October 1, 2003
ING Principal Protection Fund IX TBD
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series D July 14, 2003
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING GET FUND (CONTINUED)
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
Fund for Life Series January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING American Funds Growth Portfolio September 2, 2003
ING American Funds Growth-Income Portfolio September 2, 2003
ING American Funds International Portfolio September 2, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Hard Assets Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING Xxxxxxxx Equity Opportunities Portfolio January 6, 2003
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio January 13, 2003
ING Xxxxxx Xxxx Foreign Portfolio January 13, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Xxxxxxx Growth Portfolio January 13, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING INVESTORS TRUST (CONTINUED)
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING X. Xxxx Price Capital Appreciation Portfolio January 13, 2003
ING X. Xxxx Price Equity Income Portfolio January 13, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING Xxx Xxxxxx Equity Growth Portfolio January 13, 2003
ING Xxx Xxxxxx Global Franchise Portfolio January 13, 2003
ING Xxx Xxxxxx Growth and Income Portfolio January 13, 2003
ING Xxx Xxxxxx Real Estate Portfolio January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING MUTUAL FUNDS
ING Foreign Fund July 1, 2003
ING Global Equity Dividend Fund September 2, 2003
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund I June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth & Income Fund June 9, 2003
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING GET U.S. Core Portfolio - Series 2 September 12, 2003
ING GET U.S. Core Portfolio - Series 3 TBD
ING GET U.S. Core Portfolio - Series 4 TBD
ING GET U.S. Core Portfolio - Series 5 TBD
ING GET U.S. Core Portfolio - Series 6 TBD
ING GET U.S. Opportunity Portfolio - Series 1 TBD
ING GET U.S. Opportunity Portfolio - Series 2 TBD
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio October 6, 2003
ING VP Disciplined LargeCap Portfolio October 6, 2003
ING VP Growth + Value Portfolio October 6, 2003
ING VP Growth Opportunities Portfolio October 6, 2003
ING VP High Yield Bond Portfolio October 6, 2003
ING VP Large Company Value Portfolio October 6, 2003
ING VP LargeCap Growth Portfolio October 6, 2003
ING VP MagnaCap Portfolio October 6, 2003
ING XX XxxXxx Opportunities Portfolio October 6, 2003
ING VP SmallCap Opportunities Portfolio October 6, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING XX XXXX PORTFOLIO July 7, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING VP NATURAL RESOURCES TRUST October 6, 2003
USLICO SERIES FUND
The Asset Allocation Portfolio October 6, 2003
The Bond Portfolio October 6, 2003
The Money Market Portfolio October 6, 2003
The Stock Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
[ING FUNDS LOGO]
October 17, 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 Custody Agreement, Foreign Custody
Manager Agreement,
Fund Accounting Agreement, Custody & Fund Accounting Fee
Schedule and Global Securities Fee Schedule each dated January 6, 2003, and the
Cash Reserve Agreement dated March 31, 2003 (each an "Agreement," collectively
the "Agreements"), 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 Agreements as of November 3, 2003 as shown.
Please signify your acceptance to provide services under the Agreements 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/ Xxxxxx X. XxXxxx
----------------------------------------
Name: XXXXXX X. XxXXXX
----------------------------------------
Title: VICE PRESIDENT, 10/22/03 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
FUND* EFFECTIVE DATE
----- --------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING Large Company Value Fund June 9, 2003
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Principal Protection Fund VIII October 1, 2003
ING Principal Protection Fund IX TBD
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series D July 14, 2003
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING GET FUND (CONTINUED)
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
Fund for Life Series January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING American Funds Growth Portfolio September 2, 2003
ING American Funds Growth-Income Portfolio September 2, 2003
ING American Funds International Portfolio September 2, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Xxxxxxx Xxxxx Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Hard Assets Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING Xxxxxxxx Equity Opportunities Portfolio January 6, 2003
ING JPMorgan Xxxxxxx Small Cap Equity Portfolio January 13, 2003
ING Xxxxxx Xxxx Foreign Portfolio January 13, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Xxxxxxx Growth Portfolio January 13, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING INVESTORS TRUST (CONTINUED)
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING PIMCO High Yield Portfolio TBD
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING X. Xxxx Price Capital Appreciation Portfolio January 13, 2003
ING X. Xxxx Price Equity Income Portfolio January 13, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING Van Kampen Equity Growth Portfolio January 13, 2003
ING Van Kampen Global Franchise Portfolio January 13, 2003
ING Van Kampen Growth and Income Portfolio January 13, 2003
ING Van Kampen Real Estate Portfolio January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING International Value Fund November 3, 2003
ING MUTUAL FUNDS
ING Emerging Countries Fund November 3, 2003
ING Foreign Fund July 1, 2003
ING Global Equity Dividend Fund September 2, 2003
ING Global Real Estate Fund November 3, 2003
ING International Fund November 3, 2003
ING International SmallCap Growth Fund November 3, 2003
ING Precious Metals Fund November 3, 2003
ING Russia Fund November 3, 2003
ING Worldwide Growth Fund November 3, 2003
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund I June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth and Income Fund June 9, 2003
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING SERIES FUND, INC. (CONTINUED)
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING International Growth Fund November 3, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING GET U.S. Core Portfolio - Series 2 September 12, 2003
ING GET U.S. Core Portfolio - Series 3 TBD
ING GET U.S. Core Portfolio - Series 4 TBD
ING GET U.S. Core Portfolio - Series 5 TBD
ING GET U.S. Core Portfolio - Series 6 TBD
ING GET U.S. Opportunity Portfolio - Series 1 TBD
ING GET U.S. Opportunity Portfolio - Series 2 TBD
ING VP Worldwide Growth Portfolio November 3, 2003
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP International Equity Portfolio November 3, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio October 6, 2003
ING VP Disciplined LargeCap Portfolio October 6, 2003
ING VP Growth + Value Portfolio October 6, 2003
ING VP Growth Opportunities Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING VARIABLE PRODUCTS TRUST (CONTINUED)
ING VP High Yield Bond Portfolio October 6, 2003
ING VP International Value Portfolio November 3, 2003
ING VP Large Company Value Portfolio October 6, 2003
ING VP LargeCap Growth Portfolio October 6, 2003
ING VP MagnaCap Portfolio October 6, 2003
ING VP MidCap Opportunities Portfolio October 6, 2003
ING VP SmallCap Opportunities Portfolio October 6, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING VP BOND PORTFOLIO July 7, 2003
ING VP EMERGING MARKETS FUND, INC. November 3, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
ING VP NATURAL RESOURCES TRUST October 6, 2003
USLICO SERIES FUND
The Asset Allocation Portfolio October 6, 2003
The Bond Portfolio October 6, 2003
The Money Market Portfolio October 6, 2003
The Stock Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
[ING FUNDS LOGO]
October 17, 2003
Ms. Mary Jean Milner
Vice President, Mutual Funds Relationship Management
The Bank of New York
100 Church Street, 10th Floor
New York, NY 10286
Dear Ms. Milner:
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody
Manager Agreement,
Fund Accounting Agreement, Custody & Fund Accounting Fee
Schedule and Global Securities Fee Schedule each dated January 6, 2003, and the
Cash Reserve Agreement dated March 31, 2003 (each an "Agreement," collectively
the "Agreements"), 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 Agreements as of November 3, 2003 as shown.
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 (480) 477-2118.
Sincerely,
/s/ Michael J. Roland
Michael J. Roland
Executive Vice President & Chief
Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Edward G. McGann
-------------------------------
Name: EDWARD G. McGANN
-------------------------------
Title: VICE PRESIDENT, Duly Authorized
-------------------------------
7337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Investments, LLC
Scottsdale, AZ 85258-2034 Fax: 480-477-2700
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
FUND* EFFECTIVE DATE
----- --------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING Large Company Value Fund June 9, 2003
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Principal Protection Fund VIII October 1, 2003
ING Principal Protection Fund IX TBD
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series D July 14, 2003
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING GET FUND (CONTINUED)
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
Fund for Life Series January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING American Funds Growth Portfolio September 2, 2003
ING American Funds Growth-Income Portfolio September 2, 2003
ING American Funds International Portfolio September 2, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Goldman Sachs Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Hard Assets Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING Jennison Equity Opportunities Portfolio January 6, 2003
ING JPMorgan Fleming Small Cap Equity Portfolio January 13, 2003
ING Julius Baer Foreign Portfolio January 13, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Marsico Growth Portfolio January 13, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING INVESTORS TRUST (CONTINUED)
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING PIMCO High Yield Portfolio November 5, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING Stock Index Portfolio November 5, 2003
ING T. Rowe Price Capital Appreciation Portfolio January 13, 2003
ING T. Rowe Price Equity Income Portfolio January 13, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING Van Kampen Equity Growth Portfolio January 13, 2003
ING Van Kampen Global Franchise Portfolio January 13, 2003
ING Van Kampen Growth and Income Portfolio January 13, 2003
ING Van Kampen Real Estate Portfolio January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING International Value Fund November 3, 2003
ING MUTUAL FUNDS
ING Emerging Countries Fund November 3, 2003
ING Foreign Fund July 1, 2003
ING Global Equity Dividend Fund September 2, 2003
ING Global Real Estate Fund November 3, 2003
ING International Fund November 3, 2003
ING International SmallCap Growth Fund November 3, 2003
ING Precious Metals Fund November 3, 2003
ING Russia Fund November 3, 2003
ING Worldwide Growth Fund November 3, 2003
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund I June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth and Income Fund June 9, 2003
ING Index Plus LargeCap Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING SERIES FUND, INC. (CONTINUED)
ING Index Plus MidCap Fund June 9, 2003
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING International Growth Fund November 3, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING GET U.S. Core Portfolio - Series 2 September 12, 2003
ING GET U.S. Core Portfolio - Series 3 TBD
ING GET U.S. Core Portfolio - Series 4 TBD
ING GET U.S. Core Portfolio - Series 5 TBD
ING GET U.S. Core Portfolio - Series 6 TBD
ING GET U.S. Opportunity Portfolio - Series 1 TBD
ING GET U.S. Opportunity Portfolio - Series 2 TBD
ING VP Worldwide Growth Portfolio November 3, 2003
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP International Equity Portfolio November 3, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio October 6, 2003
ING VP Disciplined LargeCap Portfolio October 6, 2003
ING VP Growth + Value Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
ING VARIABLE PRODUCTS TRUST (CONTINUED)
ING VP Growth Opportunities Portfolio October 6, 2003
ING VP High Yield Bond Portfolio October 6, 2003
ING VP International Value Portfolio November 3, 2003
ING VP Large Company Value Portfolio October 6, 2003
ING VP LargeCap Growth Portfolio October 6, 2003
ING VP MagnaCap Portfolio October 6, 2003
ING VP MidCap Opportunities Portfolio October 6, 2003
ING VP SmallCap Opportunities Portfolio October 6, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING VP BOND PORTFOLIO July 7, 2003
ING VP EMERGING MARKETS FUND, INC. November 3, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
ING VP NATURAL RESOURCES TRUST October 6, 2003
USLICO SERIES FUND
The Asset Allocation Portfolio October 6, 2003
The Bond Portfolio October 6, 2003
The Money Market Portfolio October 6, 2003
The Stock Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the
effective date of the post effective amendment to the Trust's Registration
Statement with respect to each Fund.
[ING FUNDS LOGO]
February 1, 2004
Ms. Mary Jean Milner
Vice President
The Bank of New York
100 Church Street, 10th Floor
New York, NY 10286
Dear Ms. Milner:
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody
Manager Agreement,
Fund Accounting Agreement, Custody & Fund Accounting Fee
Schedule and Global Securities Fee Schedule each dated January 6, 2003, and the
Cash Reserve Agreement dated March 31, 2003 (each an "Agreement," collectively
the "Agreements"), we hereby notify you of the addition of ING LargeCap Value
Fund (the "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 (1) by the removal of ING Large
Company Value Fund and ING VP Large Company Value Portfolio as these Funds were
recently dissolved; (2) to reflect the recent name change of ING JPMorgan
Fleming Small Cap Equity Portfolio to ING JPMorgan Small Cap Equity Portfolio;
and (3) to reflect the effective date of February 2, 2004 for ING Principal
Protection Fund IX.
Please signify your acceptance to provide services under the Agreements with
respect to the Fund by signing below.
If you have any questions, please contact me at (480) 477-2118.
Sincerely,
/s/ Michael J. Roland
Michael J. Roland
Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ EDWARD G. McGANN
-------------------------------
Name: EDWARD G. McGANN
-------------------------------
Title: VICE PRESIDENT, Duly Authorized
-------------------------------
7337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Investments, LLC
Scottsdale, AZ 85258-2034 Fax: 480-477-2700
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
FUND* EFFECTIVE DATE
----- ---------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING LargeCap Value Fund February 1, 2004
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Principal Protection Fund VIII October 1, 2003
ING Principal Protection Fund IX February 2, 2004
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING Strategic Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series D July 14, 2003
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to a Fund upon the
effective date of the initial Registration Statement or the post effective
amendment to the Company's/Trust's Registration Statement with respect to
each Fund.
ING GET FUND (CONTINUED)
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
Fund for Life Series January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING American Funds Growth Portfolio September 2, 2003
ING American Funds Growth-Income Portfolio September 2, 2003
ING American Funds International Portfolio September 2, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Eagle Asset Value Equity Portfolio January 6, 2003
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Goldman Sachs Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Hard Assets Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING Jennison Equity Opportunities Portfolio January 6, 2003
ING JPMorgan Small Cap Equity Portfolio January 13, 2003
ING Julius Baer Foreign Portfolio January 13, 2003
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Marsico Growth Portfolio January 13, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to a Fund upon the
effective date of the initial Registration Statement or the post effective
amendment to the Company's/Trust's Registration Statement with respect to
each Fund.
ING INVESTORS TRUST (CONTINUED)
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING PIMCO High Yield Portfolio November 5, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING Stock Index Portfolio November 5, 2003
ING T. Rowe Price Capital Appreciation Portfolio January 13, 2003
ING T. Rowe Price Equity Income Portfolio January 13, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING Van Kampen Equity Growth Portfolio January 13, 2003
ING Van Kampen Global Franchise Portfolio January 13, 2003
ING Van Kampen Growth and Income Portfolio January 13, 2003
ING Van Kampen Real Estate Portfolio January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING International Value Fund November 3, 2003
ING MUTUAL FUNDS
ING Emerging Countries Fund November 3, 2003
ING Foreign Fund July 1, 2003
ING Global Equity Dividend Fund September 2, 2003
ING Global Real Estate Fund November 3, 2003
ING International Fund November 3, 2003
ING International SmallCap Growth Fund November 3, 2003
ING Precious Metals Fund November 3, 2003
ING Russia Fund November 3, 2003
ING Worldwide Growth Fund November 3, 2003
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund I June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING Growth and Income Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to a Fund upon the
effective date of the initial Registration Statement or the post effective
amendment to the Company's/Trust's Registration Statement with respect to
each Fund.
ING SERIES FUND, INC. (CONTINUED)
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING International Growth Fund November 3, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Technology Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING GET U.S. Core Portfolio - Series 2 September 12, 2003
ING GET U.S. Core Portfolio - Series 3 December 12, 2003
ING GET U.S. Core Portfolio - Series 4 TBD
ING GET U.S. Core Portfolio - Series 5 TBD
ING GET U.S. Core Portfolio - Series 6 TBD
ING GET U.S. Opportunity Portfolio - Series 1 TBD
ING GET U.S. Opportunity Portfolio - Series 2 TBD
ING VP Worldwide Growth Portfolio November 3, 2003
ING VARIABLE PORTFOLIOS, INC.
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP International Equity Portfolio November 3, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Technology Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
* This Amended Exhibit A will be effective with respect to a Fund upon the
effective date of the initial Registration Statement or the post effective
amendment to the Company's/Trust's Registration Statement with respect to
each Fund.
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio October 6, 2003
ING VP Disciplined LargeCap Portfolio October 6, 2003
ING VP Growth + Value Portfolio October 6, 2003
ING VP Growth Opportunities Portfolio October 6, 2003
ING VP High Yield Bond Portfolio October 6, 2003
ING VP International Value Portfolio November 3, 2003
ING VP LargeCap Growth Portfolio October 6, 2003
ING VP MagnaCap Portfolio October 6, 2003
ING VP MidCap Opportunities Portfolio October 6, 2003
ING VP SmallCap Opportunities Portfolio October 6, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING VP BOND PORTFOLIO July 7, 2003
ING VP EMERGING MARKETS FUND, INC. November 3, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
ING VP NATURAL RESOURCES TRUST October 6, 2003
USLICO SERIES FUND
The Asset Allocation Portfolio October 6, 2003
The Bond Portfolio October 6, 2003
The Money Market Portfolio October 6, 2003
The Stock Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to a Fund upon the
effective date of the initial Registration Statement or the post effective
amendment to the Company's/Trust's Registration Statement with respect to
each Fund.
[ING FUNDS LOGO]
February 25, 2004
MS. Mary Jean Milner
Vice President
The Bank of New York
100 Church Street, 10th Floor
New York, NY 10286
Dear Ms. Milner:
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody
Manager Agreement, Fund Accounting Agreement, Custody & Fund Accounting Fee
Schedule and Global Securities Fee Schedule each dated January 6, 2003, and the
Cash Reserve Agreement dated March 31, 2003 (each an "Agreement," collectively
the "Agreements"), we hereby notify you of the addition of ING Evergreen Health
Sciences Portfolio, ING Evergreen Omega Portfolio, ING Lifestyle Aggressive
Growth Portfolio, ING Lifestyle Growth Portfolio, ING Lifestyle Moderate Growth
Portfolio, ING Lifestyle Moderate Portfolio, ING Principal Protection Fund X,
ING Principal Protection Fund XI, ING VP Financial Services Portfolio, and ING
VP Real Estate Portfolio (the "Funds") to be included on the AMENDED EXHIBIT A
to the Agreements as shown.
The AMENDED EXHIBIT A has also been updated (1) to reflect name changes for ING
Eagle Asset Value Equity Portfolio to ING Eagle Asset Capital Appreciation
Portfolio, effective May 3, 2004, ING Growth and Income Fund to ING Equity
Income Fund, ING Technology Fund to ING Global Science and Technology Fund, ING
Growth and Income Fund to ING Equity Income Fund and ING VP Technology Portfolio
to ING VP Global Science and Technology Portfolio, and (2) by the removal of ING
Strategic Bond Fund, effective April 16, 2004, and ING GET Fund - Series D as
these funds were recently dissolved.
Please signify your acceptance to provide services under the Agreements with
respect to the Funds by signing below.
If you have any questions, please contact me at (480) 477-2118.
Sincerely,
/s/ Michael J. Roland
Michael J. Roland
Executive Vice President and
Chief Financial Officer
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Edward G. McGann
-------------------------------
Name: EDWARD G. McGANN
-------------------------------
Title: VICE PRESIDENT, Duly Authorized
-------------------------------
7337 E. Doubletree Ranch Rd. Tel: 480-477-3000 ING Investments, LLC
Scottsdale, AZ 85258-2034 Fax: 480-477-2700
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
FUND EFFECTIVE DATE
---- --------------
ING EQUITY TRUST
ING Convertible Fund June 9, 2003
ING Disciplined LargeCap Fund June 9, 2003
ING Equity and Bond Fund June 9, 2003
ING Financial Services Fund June 9, 2003
ING Growth Opportunities Fund June 9, 2003
ING LargeCap Growth Fund June 9, 2003
ING LargeCap Value Fund February 1, 2004
ING MidCap Opportunities Fund June 9, 2003
ING MidCap Value Fund June 9, 2003
ING Principal Protection Fund June 2, 2003
ING Principal Protection Fund II June 2, 2003
ING Principal Protection Fund III June 2, 2003
ING Principal Protection Fund IV June 2, 2003
ING Principal Protection Fund V June 2, 2003
ING Principal Protection Fund VI June 2, 2003
ING Principal Protection Fund VII May 1, 2003
ING Principal Protection Fund VIII October 1, 2003
ING Principal Protection Fund IX February 2, 2004
ING Principal Protection Fund X TBD
ING Principal Protection Fund XI TBD
ING Real Estate Fund June 9, 2003
ING SmallCap Opportunities Fund June 9, 2003
ING SmallCap Value Fund June 9, 2003
ING Tax Efficient Equity Fund June 9, 2003
ING FUNDS TRUST
ING Classic Money Market Fund April 7, 2003
ING GNMA Income Fund April 7, 2003
ING High Yield Bond Fund April 7, 2003
ING High Yield Opportunity Fund April 7, 2003
ING Intermediate Bond Fund April 7, 2003
ING Lexington Money Market Trust April 7, 2003
ING Money Market Fund April 7, 2003
ING National Tax-Exempt Bond Fund April 7, 2003
ING GET FUND
ING GET Fund - Series E July 14, 2003
ING GET Fund - Series G July 14, 2003
ING GET Fund - Series H July 14, 2003
ING GET Fund - Series I July 14, 2003
ING GET Fund - Series J July 14, 2003
ING GET Fund - Series K July 14, 2003
ING GET FUND (CONT.)
ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003
ING GET Fund - Series N July 14, 2003
ING GET Fund - Series P July 14, 2003
ING GET Fund - Series Q July 14, 2003
ING GET Fund - Series R July 14, 2003
ING GET Fund - Series S July 14, 2003
ING GET Fund - Series T July 14, 2003
ING GET Fund - Series U July 14, 2003
ING GET Fund - Series V March 13, 2003
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund June 9, 2003
ING INVESTORS TRUST
Fund for Life Series January 6, 2003
ING AIM Mid Cap Growth Portfolio January 6, 2003
ING Alliance Mid Cap Growth Portfolio January 6, 2003
ING American Funds Growth Portfolio September 2, 2003
ING American Funds Growth-Income Portfolio September 2, 2003
ING American Funds International Portfolio September 2, 2003
ING Capital Guardian Large Cap Value Portfolio January 13, 2003
ING Capital Guardian Managed Global Portfolio January 13, 2003
ING Capital Guardian Small Cap Portfolio January 13, 2003
ING Developing World Portfolio January 13, 2003
ING Eagle Asset Capital Appreciation Portfolio January 6, 2003
ING Evergreen Health Sciences Portfolio May 3, 2004
ING Evergreen Omega Portfolio May 3, 2004
ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003
ING Goldman Sachs Internet Tollkeeper(SM) Portfolio January 6, 2003
ING Hard Assets Portfolio January 13, 2003
ING International Portfolio January 13, 2003
ING Janus Growth and Income Portfolio January 13, 2003
ING Janus Special Equity Portfolio January 13, 2003
ING Jennison Equity Opportunities Portfolio January 6, 2003
ING JPMorgan Small Cap Equity Portfolio January 13, 2003
ING Julius Baer Foreign Portfolio January 13, 2003
ING Lifestyle Aggressive Growth Portfolio May 1, 2004
ING Lifestyle Growth Portfolio May 1, 2004
ING Lifestyle Moderate Growth Portfolio May 1, 2004
ING Lifestyle Moderate Portfolio May 1, 2004
ING Limited Maturity Bond Portfolio January 6, 2003
ING Liquid Assets Portfolio January 6, 2003
ING Marsico Growth Portfolio January 13, 2003
ING Mercury Focus Value Portfolio January 6, 2003
ING INVESTORS TRUST (CONT.)
ING Mercury Fundamental Growth Portfolio January 6, 2003
ING MFS Mid Cap Growth Portfolio January 13, 2003
ING MFS Research Portfolio January 13, 2003
ING MFS Total Return Portfolio January 13, 2003
ING PIMCO Core Bond Portfolio January 13, 2003
ING PIMCO High Yield Portfolio November 5, 2003
ING Salomon Brothers All Cap Portfolio January 6, 2003
ING Salomon Brothers Investors Portfolio January 6, 2003
ING Stock Index Portfolio November 5, 2003
ING T. Rowe Price Capital Appreciation Portfolio January 13, 2003
ING T. Rowe Price Equity Income Portfolio January 13, 2003
ING UBS U.S. Balanced Portfolio January 6, 2003
ING Van Kampen Equity Growth Portfolio January 13, 2003
ING Van Kampen Global Franchise Portfolio January 13, 2003
ING Van Kampen Growth and Income Portfolio January 13, 2003
ING Van Kampen Real Estate Portfolio January 13, 2003
ING MAYFLOWER TRUST
ING Growth + Value Fund June 9, 2003
ING International Value Fund November 3, 2003
ING MUTUAL FUNDS
ING Emerging Countries Fund November 3, 2003
ING Foreign Fund July 1, 2003
ING Global Equity Dividend Fund September 2, 2003
ING Global Real Estate Fund November 3, 2003
ING International Fund November 3, 2003
ING International SmallCap Growth Fund November 3, 2003
ING Precious Metals Fund November 3, 2003
ING Russia Fund November 3, 2003
ING Worldwide Growth Fund November 3, 2003
ING SERIES FUND, INC.
Brokerage Cash Reserves June 2, 2003
ING Aeltus Money Market Fund June 2, 2003
ING Balanced Fund June 2, 2003
ING Bond Fund June 2, 2003
ING Classic Principal Protection Fund I June 2, 2003
ING Classic Principal Protection Fund II June 2, 2003
ING Classic Principal Protection Fund III June 2, 2003
ING Classic Principal Protection Fund IV June 2, 2003
ING Equity Income Fund June 9, 2003
ING Global Science and Technology Fund June 2, 2003
ING Government Fund June 2, 2003
ING Growth Fund June 9, 2003
ING SERIES FUND, INC. (CONT.)
ING Index Plus LargeCap Fund June 9, 2003
ING Index Plus MidCap Fund June 9, 2003
ING Index Plus Protection Fund June 2, 2003
ING Index Plus SmallCap Fund June 9, 2003
ING International Growth Fund November 3, 2003
ING Small Company Fund June 9, 2003
ING Strategic Allocation Balanced Fund June 2, 2003
ING Strategic Allocation Growth Fund June 2, 2003
ING Strategic Allocation Income Fund June 2, 2003
ING Value Opportunity Fund June 9, 2003
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio July 7, 2003
ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Income Portfolio July 7, 2003
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio July 7, 2003
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING GET U.S. Core Portfolio - Series 2 September 12, 2003
ING GET U.S. Core Portfolio - Series 3 December 12, 2003
ING GET U.S. Core Portfolio - Series 4 March 12, 2004
ING GET U.S. Core Portfolio - Series 5 June 11, 2004
ING GET U.S. Core Portfolio - Series 6 September 10, 2004
ING GET U.S. Opportunity Portfolio - Series 1 TBD
ING GET U.S. Opportunity Portfolio - Series 2 TBD
ING VP Worldwide Growth Portfolio November 3, 2003
ING VARIABLE PORTFOLIOS, INC.
ING VP Global Science and Technology Portfolio July 7, 2003
ING VP Growth Portfolio July 7, 2003
ING VP Index Plus LargeCap Portfolio July 7, 2003
ING VP Index Plus MidCap Portfolio July 7, 2003
ING VP Index Plus SmallCap Portfolio July 7, 2003
ING VP International Equity Portfolio November 3, 2003
ING VP Small Company Portfolio July 7, 2003
ING VP Value Opportunity Portfolio July 7, 2003
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio October 6, 2003
ING VP Disciplined LargeCap Portfolio October 6, 2003
ING VP Financial Services Portfolio May 1, 2004
ING VP Growth + Value Portfolio October 6, 2003
ING VARIABLE PRODUCTS TRUST (CONT.)
ING VP Growth Opportunities Portfolio October 6, 2003
ING VP High Yield Bond Portfolio October 6, 2003
ING VP International Value Portfolio November 3, 2003
ING VP LargeCap Growth Portfolio October 6, 2003
ING VP MagnaCap Portfolio October 6, 2003
ING VP MidCap Opportunities Portfolio October 6, 2003
ING VP Real Estate Portfolio May 1, 2004
ING VP SmallCap Opportunities Portfolio October 6, 2003
ING VP BALANCED PORTFOLIO, INC. July 7, 2003
ING VP BOND PORTFOLIO July 7, 2003
ING VP EMERGING MARKETS FUND, INC. November 3, 2003
ING VP MONEY MARKET PORTFOLIO July 7, 2003
ING VP NATURAL RESOURCES TRUST October 6, 2003
USLICO SERIES FUND
The Asset Allocation Portfolio October 6, 2003
The Bond Portfolio October 6, 2003
The Money Market Portfolio October 6, 2003
The Stock Portfolio October 6, 2003
