Exhibit 99.B(h)(7)(C)
PROXY AGENT
FEE ALLOCATION AGREEMENT
PROXY VOTING FEE ALLOCATION AGREEMENT, made as of the 21st day of August, 2003
(the "Agreement"), is entered into by and among ING Investments, LLC ("ING
Investments"), Directed Services, Inc. ("DSI"), ING Life Insurance and Annuity
Company ("ILIAC") and the ING funds listed on SCHEDULE A attached hereto (each a
"Fund," and collectively the "Funds"), each acting on its own behalf, and on
behalf of its series portfolios.
WHEREAS, each Fund is an investment company registered under the Investment
Company Act of 1940, as amended (the "1940 Act"), the series of which are
managed by ING Investments, DSI or ILIAC (each an "Adviser," and collectively
the "Advisers"); and
WHEREAS, the Board of Directors/Trustees of each Fund (the "Board") has adopted
procedures and guidelines to govern the voting of proxies relating to each
Fund's portfolio securities; and
WHEREAS, the Board has authorized the retention of an independent proxy voting
service, Institutional Shareholder Services, Inc. ("ISS"), to assist in the
voting of Fund proxies through the provision of vote analysis, implementation
and recordkeeping and disclosure services; and
WHEREAS, the Advisers for the Funds have entered into a Master Services
Agreement with ISS dated as of the 1st day of July, 2003 which sets forth the
fees ("ISS Fees") for the ISS services ("Services") set forth on Addendum No.
(ING Xxxxx-XXX.XX & Global Voting Agent Service.8/1/2003-I) to the Master
Services Agreement in connection with Fund proxies that are to be paid in
advance of receipt of such Services; and
WHEREAS, the Advisers and the Funds now desire to establish (i) the criteria by
which the ISS Fees shall be allocated among the Advisers and the Funds in
connection with the Services to be provided in connection with the Master
Services Agreement; and (ii) the basis on which additional Advisers or Funds for
which the Advisers may act as investment manager may be added to the Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED by and among the Advisers and the Funds as
follows:
1. ALLOCATION OF ISS FEES ATTRIBUTABLE TO PROXY ADVISORY SERVICES.
The Advisers and each Fund, on behalf of itself and its series
portfolios, shall pay a portion of the ISS Fees attributable to Proxy
Advisory Services based upon the following allocation:
A. U.S. Proxy Advisory Service
The Advisers will pay fifty percent (50%) of the ISS Fees
attributable
to U.S. Proxy Advisory Services. The amount will be allocated
among the Advisers based upon Fund assets under management that
are invested in U.S. equity positions, as of June 30, 2003, and
will be adjusted semi-annually. Each Fund's Net Assets as of June
30, 2003 is listed on SCHEDULE B attached hereto.
Each Fund will pay a pro rata portion of the remaining fifty
percent (50%) of the ISS Fees attributable to U.S. Proxy Advisory
Services based upon the percentage of each Fund's net assets that
are invested in U.S. equity positions as of June 30, 2003. Such
allocations will be adjusted semi-annually based on the
percentage of each Fund's net assets that are invested in U.S.
equity positions.
B. Global Proxy Advisory Service
The Advisers will pay fifty percent (50%) of the ISS Fees
attributable to Global Proxy Advisory Services. The amount will
be allocated among the Advisers based on Fund assets under
management that are invested in equity securities traded on a
foreign exchange as of June 30, 2003, and will be adjusted
semi-annually.
Each Fund will pay a pro rata portion of the remaining fifty
percent (50%) of the ISS Fees attributable to Global Proxy
Advisory Services based upon the percentage of each Fund's net
assets that are invested in equity securities traded on a foreign
exchange as of June 30, 2003. Such allocations will be adjusted
semi-annually based on the percentage of each Fund's net assets
that are invested in equity securities traded on a foreign
exchange.
2. ALLOCATION OF ISS FEES ATTRIBUTABLE TO VOTING AGENT SERVICE.
The Advisers and each Fund, on behalf of itself, and its series
portfolios, shall pay a portion of the ISS Fees attributable to Voting
Agent Services based upon the following allocation:
A. Per Ballot
The Advisers shall pay fifty percent (50%) of the ISS Fees
attributable to the Per Ballot portion of the Voting Agent Services.
The amount will be allocated among the Advisers based on Fund assets
under management that are invested in U.S. and foreign equity
positions as of June 30, 2003, and will be adjusted semi-annually.
Each Fund, on behalf of itself, and its series portfolios, shall pay a
pro rata portion of fifty percent (50%) of the ISS Fees attributable
to the Per Ballot portion of the Voting Agent Services based upon the
percentage of each Fund's net assets that are invested in U.S. and
foreign equity positions as of June 30, 2003. Such allocations will be
adjusted semi-annually based on the percentage of each Fund's net
assets that are invested in equity
positions.
B. Per Account
The amount will be allocated among the Funds equally based upon the
number of Funds or their series portfolios as of June 30, 2003. Such
allocations will be adjusted semi-annually based on the number of
Funds or their series portfolios.
3. ALLOCATION OF ISS FEES ATTRIBUTABLE TO VOTE DISCLOSURE SERVICES.
Each Fund shall pay on behalf of itself, and its series portfolios, the ISS
Fees attributable to Vote Disclosure Services based up on the following
allocation:
The amount will be allocated on a pro rata basis based upon the percentage
of each Fund's net assets that are invested in equity positions as of June
30, 2003. Such allocations will be adjusted semi-annually based on the
percentage of each Fund's net assets that are invested in equity positions.
4. ALLOCATION OF ISS FEES ATTRIBUTABLE TO CUSTOM POLICY SERVICE.
Each Fund shall pay on behalf of itself, and its series portfolios, the ISS
Fees attributable to Custom Policy Service fees based upon the following
allocation:
The amount will be allocated equally based upon the number of Funds or
their series portfolios as of June 30, 2003. Such allocations will be
adjusted semi-annually based on the number of Funds or their series
portfolios.
5. PAYMENTS.
Each Adviser and Fund will pay a portion of the ISS Fees as specified in
Sections 1, 2, 3 and 4 above. Such amounts will be calculated by and
communicated to each Fund's Adviser and/or custodian as applicable by ING
Funds Services, LLC. Payments shall be forwarded quarterly by each Adviser
and/or custodian to ISS as follows:
Routing Number: 000000000
A/C # 03935295204
Bank of America
Rockville MD
6. ADDITIONAL FUNDS.
(a) If any Advisers are added to the Master Services Agreement, such
Adviser shall become subject to this Agreement immediately upon being
added to the Master Services Agreement.
(b) If the Advisers add any additional Funds to the Master Services
Agreement, such Fund shall become subject to this Agreement
immediately upon being added to the Master Services Agreement.
(c) Each additional Adviser that becomes subject to this Agreement in
accordance with Section 6(a) above shall pay a portion of the ISS Fees
as described in Sections 1 and 2 above, as of the date such Adviser
becomes subject to this Agreement. Such allocation will be adjusted
semi-annually as described in Sections 1 and 2.
(d) Each additional Fund that becomes subject to this Agreement in
accordance with Section 6(b) above shall pay a portion of the ISS Fees
as described in Sections 1, 2, 3 and 4 above based on the Fund's net
assets or number of Funds, as applicable, as of the date such Fund
becomes subject to this Agreement. Such allocation will be adjusted
semi-annually as described in Sections 1, 2, 3 and 4.
7. CONTINUATION AND TERMINATION.
The Agreement shall become effective on the date first written above. It
shall continue with respect to an Adviser or a Fund until such Adviser or
Fund is removed from the Master Services Agreement provided that such
Adviser or Fund's portion of the ISS Fees has been paid for the period that
the Adviser or Fund utilized the Services.
The Agreement shall terminate for all Advisers and Funds upon termination
of the Master Services Agreement provided that all ISS Fees have been paid
for the period that the Advisers and Funds utilized the Services.
8. COUNTERPART
This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together will constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized officers as of the date and year first above
written.
ON BEHALF OF: ALL FUNDS SET FORTH ON SCHEDULE A
/s/ Xxxxx X. Xxxxxxxx
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By: Xxxxx X. Xxxxxxxx
President
Duly authorized to execute
and deliver this Agreement
on behalf of each Fund set
forth on Schedule A to the
Agreement.
ING INVESTMENTS, LLC
/s/ Xxxxxxx X. Xxxxxx
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By: Xxxxxxx X. Xxxxxx
Executive Vice President
DIRECTED SERVICES, INC.
/s/ Xxxxx X. Xxxxxxxx
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By: Xxxxx X. Xxxxxxxx
Executive Vice President
ING LIFE INSURANCE AND ANNUITY COMPANY
/s/ Xxxxxx X. Xxxxxxxxxxx
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By: Xxxxxx X. Xxxxxxxxxxx
Vice President
