Exhibit 99.B(g)(3)(i)
[ING FUNDS LOGO]
December 21, 2004
Xx. Xxxxxxxxx Xxxxxxx
Vice President
The Bank of New York - Securities Lending
00 Xxx Xxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxx:
Pursuant to the terms and conditions of the Securities Lending
Agreement and Guaranty dated August 7, 2003 and the Subscription Agreement dated
August 8, 2003 (the "Agreements"), we hereby notify you of the addition of all
the series of ING Partners, Inc. (the "New Funds"), effective January 10, 2005,
to be included on the AMENDED EXHIBIT A to the Agreements. AMENDED EXHIBIT A is
attached hereto.
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 (000) 000-0000.
Sincerely,
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
President
ING Partners, Inc.
ACCEPTED AND AGREED TO:
The Bank of New York
By: /s/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
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Title: Managing Director, Duly Authorized
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0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Partners, Inc.
Scottsdale, AZ 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED EXHIBIT A
WITH RESPECT TO THE
SECURITIES LENDING AGREEMENT AND GUARANTY AND
SUBSCRIPTION AGREEMENT
FUNDS
ING EQUITY TRUST
ING Convertible Fund
ING Disciplined LargeCap Fund
ING Equity and Bond Fund
ING LargeCap Growth Fund
ING LargeCap Value Fund
ING MidCap Opportunities Fund
ING MidCap Value Choice Fund
ING MidCap Value Fund
ING Real Estate Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Choice Fund
ING SmallCap Value Fund
ING FUNDS TRUST
ING Classic Money Market Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING Lexington Money Market Trust
ING Money Market Fund
ING National Tax-Exempt Bond Fund
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AIM Mid Cap Growth Portfolio
ING Alliance Mid Cap Growth Portfolio
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING Capital Guardian Large Cap Value Portfolio
ING Capital Guardian Managed Global Portfolio
ING Capital Guardian Small Cap Portfolio
ING Developing World Portfolio
ING Eagle Asset Capital Appreciation Portfolio
ING Evergreen Health Sciences Portfolio
ING Evergreen Omega Portfolio
ING FMR(SM) Diversified Mid Cap Portfolio
ING FMR(SM) Earnings Growth Portfolio
ING Xxxxxxx Xxxxx Tollkeeper(SM) Portfolio
ING Hard Assets Portfolio
ING International Portfolio
ING Janus Special Equity Portfolio
ING Xxxxxxxx Equity Opportunities Portfolio
ING JPMorgan Small Cap Equity Portfolio
ING Xxxxxx Xxxx Foreign Portfolio
ING Xxxx Xxxxx Value Portfolio
ING LifeStyle Aggressive Growth Portfolio
ING LifeStyle Growth Portfolio
ING LifeStyle Moderate Growth Portfolio
ING LifeStyle Moderate Portfolio
ING Limited Maturity Bond Portfolio
ING Liquid Assets Portfolio
ING Xxxxxxx Growth Portfolio
ING Xxxxxxx International Opportunities Portfolio
ING Mercury Focus Value Portfolio
ING Mercury Large Cap Growth Portfolio
ING MFS Mid Cap Growth Portfolio
ING MFS Total Return Portfolio
ING Xxxxxxxxxxx Main Street Portfolio(R)
ING PIMCO Core Bond Portfolio
ING PIMCO High Yield Portfolio
ING Pioneer Fund Portfolio
ING Pioneer Mid Cap Value Portfolio
ING Salomon Brothers All Cap Portfolio
ING Salomon Brothers Investors Portfolio
ING Stock Index Portfolio
ING X. Xxxx Price Capital Appreciation
ING X. Xxxx Price Equity Income Portfolio
ING UBS U.S. Balanced Portfolio
ING Xxx Xxxxxx Equity Growth Portfolio
ING Xxx Xxxxxx Global Franchise Portfolio
ING Xxx Xxxxxx Growth and Income Portfolio
ING Xxx Xxxxxx Real Estate Portfolio
ING MAYFLOWER TRUST
ING International Value Fund
ING MUTUAL FUNDS
ING Emerging Countries Fund
ING Foreign Fund
ING Global Equity Dividend Fund
ING Global Real Estate Fund
ING International Fund
ING International SmallCap Growth Fund
ING International Value Choice Fund
ING Precious Metals Fund
ING Russia Fund
ING Worldwide Growth Fund
ING PARTNERS, INC.
ING Aeltus Enhanced Index Portfolio
ING American Century Select Portfolio
ING American Century Small Cap Value Portfolio
ING Baron Small Cap Growth Portfolio
ING Fidelity(R) VIP Contrafund(R) Portfolio
ING Fidelity(R) VIP Equity Income Portfolio
ING Fidelity(R) VIP Growth Portfolio
ING Fidelity(R) VIP Mid Cap Portfolio
ING Xxxxxxx Xxxxx(R) Capital Growth Portfolio
ING Xxxxxxx Xxxxx(R) Core Equity Portfolio
ING JPMorgan Xxxxxxx International Portfolio
ING JPMorgan Mid Cap Value Portfolio
ING Goals4Life 2015 Portfolio
ING Goals4Life 2025 Portfolio
ING Goals4Life 2035 Portfolio
ING Goals4Life 2045 Portfolio
ING Goals4Life Income Portfolio
ING MFS Capital Opportunities Portfolio
ING OpCap Balanced Value Portfolio
ING Xxxxxxxxxxx Global Portfolio
ING Xxxxxxxxxxx Strategic Income Portfolio
ING PIMCO Total Return Portfolio
ING Salomon Brothers Aggressive Growth Portfolio
ING Salomon Brothers Fundamental Value Portfolio
ING Salomon Brothers Investors Value Portfolio
ING Salomon Brothers Large Cap Growth Portfolio
ING X. Xxxx Price Diversified Mid Cap Growth Portfolio
ING X. Xxxx Price Growth Equity Portfolio
ING UBS U.S. Large Cap Equity Portfolio
ING Xxx Xxxxxx Xxxxxxxx Portfolio
ING Xxx Xxxxxx Equity and Income Portfolio
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING Aeltus Money Market Fund
ING Balanced Fund
ING Equity Income Fund
ING Global Science and Technology Fund
ING Government Fund
ING Growth Fund
ING Index Plus LargeCap Fund
ING Index Plus MidCap Fund
ING Index Plus SmallCap Fund
ING International Growth Fund
ING Small Company Fund
ING Strategic Allocation Balanced Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Income Fund
ING Value Opportunity Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Balanced Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Income Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income Portfolio
ING VARIABLE INSURANCE TRUST
ING VP Worldwide Growth Portfolio
ING VARIABLE PORTFOLIOS, INC.
ING VP Global Science and Technology Portfolio
ING VP Growth Portfolio
ING VP Index Plus LargeCap Portfolio
ING VP Index Plus MidCap Portfolio
ING VP Index Plus SmallCap Portfolio
ING VP International Equity Portfolio
ING VP Small Company Portfolio
ING VP Value Opportunity Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Convertible Portfolio
ING VP Disciplined LargeCap Portfolio
ING VP Financial Services Portfolio
ING VP High Yield Bond Portfolio
ING VP International Value Portfolio
ING VP LargeCap Growth Portfolio
ING VP MagnaCap Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP Real Estate Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING VP EMERGING MARKETS FUND, INC.
ING VP INTERMEDIATE BOND PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
GLOBAL SECURITIES LENDING SUPPLEMENT
In addition to the provisions of that certain securities lending
agreement dated as of August 7, 2003 pursuant to which ING Funds (the "Lender")
has appointed The Bank of New York (the "Bank") as its agent to lend securities
in the Lender's custody account at the Bank and to perform related activities
(the "Agreement"), the following provisions shall apply to loans involving
Non-U.S. Securities, Non-U.S. Collateral and/or Approved Non-U.S. Investments.
ARTICLE I
DEFINITIONS
For purposes hereof, the following terms shall have the meanings
ascribed below:
1. "Approved Non-U.S. Investment" shall mean any type of security,
participation or interest in property in which Cash Collateral or Non-U.S. Cash
Collateral may be invested or reinvested, as more fully described on Schedule I
to this Supplement (which may be amended from time to time by execution of a
revised Schedule I).
2. "Approved Investment" shall mean any type of security,
instrument, participation or interest in property in which the Lender has
previously authorized the Bank to invest or reinvest Cash Collateral pursuant to
the Agreement.
3. "Book-Entry System" shall mean the Federal Reserve/Treasury
book-entry system for receiving and delivering Government Securities (as defined
herein), its successors and nominees.
4. "Business Day" shall mean any day on which all of the following
are open for business: (a) the Bank; (b) the Book-Entry System, Depositories or
Clearing Organizations, as applicable for particular Loans; and (c) the
principal exchanges or markets for the relevant Securities, Collateral or
Non-U.S. Collateral.
5. "Clearing Organization" shall mean (a) Euro-clear, CEDEL and any
other depository or clearing agency (and their respective successors and
nominees) for Non-U.S. Securities incorporated under the laws of a country other
than the United States and authorized to act as a securities depository or
clearing agency, and (b) any other entity which provides for the clearance or
settlement of transactions involving Non-U.S. Securities which is designated by
the Bank as the institution for clearance or settlement of the transaction in
loaned Non-U.S. Securities or Collateral.
6. "Collateral Requirement" shall mean with respect to Loans
pursuant to this Supplement, the following percentage of the Market Value of
Loaned Securities as of the close of trading on the preceding Business Day, (a)
105% when the Loaned Securities and the Collateral or Non-U.S. Collateral
delivered in connection therewith are denominated in different currencies, or
(b) 102% when the Loaned Securities and the Collateral or Non-U.S. Collateral
delivered in connection therewith are denominated in the same currency.
7. "Depository" shall mean the Depository Trust Company and any
other securities depository or clearing agency (and their respective successors
and nominees) registered with the Securities and Exchange Commission or
otherwise authorized to act as a securities depository or clearing agency.
8. "Global Securities Borrowing Supplement" shall mean the agreement
pursuant to which the Bank lends Securities or Non-U.S. Securities to Borrowers
on behalf of its customers (including the Lender) from time to time.
9. "Government Security" shall mean securities that are both (a)
book-entry Treasury Securities (as defined in 31 C.F.R. Part 357.2) or any other
securities issued or fully guaranteed by the United States government or an
agency, instrumentality or establishment of the United States government and (b)
marked with a "YES" on Schedule I-B to the Agreement.
10. "Loan" shall mean a loan of Securities or Non-U.S. Securities
authorized pursuant to this Supplement.
11. "Loaned Security" shall mean any Security or Non-U.S. Security
which is subject to a Loan.
12. "Market Value" of cash represented by foreign currencies shall be
its amount. The market value of loaned Non-U.S. Securities or Non-U.S.
Collateral (other than cash) shall be determined on the basis of the last (or
latest available) sale price in the primary market in which they are traded or
as otherwise agreed between the Borrower and the Bank.
13. "Non-U.S. Cash Collateral" shall mean (a) monies in the
currencies in which the loaned Non-U.S. Securities are traded in the principle
market therefor, (b) monies in the official currency of any member country of
the OECD, and (c) monies in such
2
other currencies as may be agreed by the Lender (and which are acceptable to the
Bank); whether in the form of cash, credits of immediately available funds to
the Bank's account at a Clearing Organization or represented by a certified or
bank draft payable to the order of the Bank as agent for the Lender.
14. "Non-U.S. Collateral" shall mean Non-U.S. Cash Collateral and
debt obligations issued and sold primarily outside the United States by the
central government of any OECD country or any agency or instrumentality thereof.
15. "Non-U.S. Security" shall include, without limitation, securities
issued and sold primarily outside the United States by the central government of
any country or any agency or instrumentality thereof or a corporation or other
entity incorporated or organized under the laws of any country, and any
certificates, warrants or other instruments representing rights to receive,
purchase, or subscribe for the same, or evidencing or representing any other
rights or interests therein.
16. "OECD" shall mean the Organization for Economic Cooperation and
Development.
17. "Overseas Securities Borrowing Agreement" shall mean the
agreement pursuant to which the Bank lends Securities or Non-U.S. Securities to
Non-U.S. Borrowers on behalf of its customers (including the Lender) from time
to time.
18. "Security" shall include Government Securities, Non-U.S.
Securities, common stock and other equity securities, bonds, debentures,
corporate debt securities, notes, mortgages or other obligations, and any
certificates, warrants or other instruments representing rights to receive,
purchase, or subscribe for the same, or evidencing or representing any other
rights or interests therein.
All capitalized terms not defined herein shall have the meanings given
them in the Agreement.
ARTICLE II
AUTHORIZATION
1. AUTHORIZATION. The Lender hereby acknowledges receipt of the
Bank's standard forms of Global Securities Borrowing Supplement and Overseas
Securities Borrowing Agreement and authorizes the Bank to make Loans pursuant to
agreements substantially in the form thereof and in accordance with the
parameters set forth in Schedule II hereto (as such Schedule may be amended from
time to time).
2. USE OF CLEARING ORGANIZATIONS. The Lender hereby authorizes the
Bank on a continuous and on-going basis, to deposit in the appropriate Clearing
Organizations all Non-U.S. Securities eligible for deposit therein and to
utilize the Clearing Organizations to the extent possible in connection with its
receipt and delivery of Non-U.S. Securities, Non-U.S. Collateral, Approved
Non-U.S. Investments and monies pursuant to this Supplement. Where Non-U.S.
Securities, Non-U.S. Collateral and Approved Non-U.S. Investments eligible for
deposit in a Clearing Organization are transferred to the Account, the Bank
shall identify as belonging to the Lender a quantity of securities in a fungible
bulk of securities shown on the Bank's account on the books of the appropriate
Clearing Organization. Non-U.S. Securities, Non-U.S. Collateral and Approved
Non-U.S. Investments deposited in a Clearing Organization will be represented in
accounts which include only assets held by the Bank for customers, including but
not limited to accounts in which the Bank acts in a fiduciary or agency
capacity.
ARTICLE III
SECURITIES LENDING TRANSACTIONS
1. RECEIPT OF NON-U.S. COLLATERAL: APPROVED NON-U.S. INVESTMENTS.
Upon entering Loans, the Bank shall receive all Collateral and Non-U.S.
Collateral in accordance with the Global Securities Borrowing Supplement, or
Overseas Securities Borrowing Agreement, as appropriate, in such amount that the
Market Value of such Collateral and Non-U.S. Collateral is not less than the
Collateral Requirement. Subject to Schedule I hereto and any restrictions set
forth by the Lender in a Certificate, the Bank is hereby authorized and directed
to invest and reinvest all or substantially all of the Collateral represented by
cash and Non-U.S. Cash Collateral in any Approved Investment or Approved
Non-U.S. Investment.
2. DISTRIBUTIONS ON LOANED NON-U.S. SECURITIES. Unless otherwise
agreed, cash distributions paid on Loaned Securities which are Non-U.S.
Securities shall be credited to the Account in the currency in which such
distributions are paid on the Business Day following receipt from the Borrower.
3. MARKS TO MARKET. The Bank shall on each Business Day mark to
market the value of all Loaned Securities and demand from the appropriate
Borrowers additional Collateral or Non-U.S. Collateral when the Market Value of
Collateral and Non-U.S. Collateral received by the Bank from such Borrowers is
less than the then current Market Value of all of the Loaned Securities (a
"Margin Deficit"). Notwithstanding the foregoing, Xxxxxx agrees that the Bank
may exercise its right to demand additional Collateral
3
or Non-U.S. Collateral from Borrowers only where a Margin Deficit exceeds a
specified amount or specified percentage of the Market Value of the Loaned
Securities determined by the Bank to be immaterial (but at all times consistent
with generally accepted industry practices). Whenever the Bank demands
additional Collateral or Non-U.S. Collateral pursuant to the foregoing, such
additional Collateral together with the Collateral and Non-U.S. Collateral then
held by the Bank in connection with Loans shall have a Market Value of not less
than the Collateral Requirement.
4. COLLATERAL SUBSTITUTIONS. The Bank shall accept substitutions of
Collateral or Non-U.S. Collateral in accordance with the Global Securities
Borrowing Supplement or Overseas Securities Borrowing Agreement, as appropriate.
5. FOREIGN EXCHANGE. Where the Bank is authorized or directed by the
Lender to convert currency received hereunder into other currency, the Bank
shall effect such transactions through customary banking channels. The Lender
shall be responsible for all fees and expenses in connection with such
conversion. The Bank shall have no responsibility and shall not be liable for
losses resulting from nationalization, expropriation or other governmental
actions, regulation of the banking industry, currency controls or restrictions,
devaluations or fluctuations, or market conditions that prevent the orderly
settlement of exchange transactions.
6. MISCELLANEOUS. The provisions of this Supplement shall apply
solely with respect to Loans hereunder. All provisions of the Agreement shall
nevertheless remain in full force and effect with respect to Loans made pursuant
to this Supplement, and all capitalized terms and provisions contained in the
Agreement shall be read so as to apply fully to Loans made pursuant to this
Supplement; PROVIDED, that in the event of any conflict between the provisions
of the Agreement and the provisions of this Supplement, the provisions of this
Supplement shall control.
Dated: ING FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Executive Vice President, CFO
THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxx
--------------------
Title: Managing Director
SCHEDULE I
APPROVED NON-U.S. INVESTMENTS
(check where appropriate and execute below)
INVESTMENT LIMIT (IF ANY)
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/X/ Approved Investments
/ / "AAA" (or equivalent) rated non-subordinated
debt issued by the International Bank for
Reconstruction and Development, European Bank
for Reconstruction and Development, European
Investment Bank, Asian Development Bank,
African Development Bank or Inter-American
Development Bank
/ / certificates of deposit, time deposits and
other bank deposit obligations issued outside
the U.S. by banks operating under the laws of
any OECD country
/ / bankers' acceptances issued outside the U.S.
by xxxxx operating under the laws of any OECD
country
/ / obligations issued by the central government
of any OECD country or any of their agencies
or instrumentalities
/ / high-grade commercial paper and other money
market instruments issued by obligors
operating under the laws of any OECD country
/ / repurchase and reverse repurchase agreements
collateralized by any or all of the types of
investments approved in this Schedule I and
entered into with counterparties approved by
The Bank of New York (including The Bank of
New York and its affiliates)
Dated: ING FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President, CFO
SCHEDULE II
PERMITTED GLOBAL LENDING ACTIVITIES
(check where appropriate and execute below)
The Bank is hereby authorized to make the following types of Loans
pursuant to the Global Securities Lending Supplement:
/ / Securities loans vs. receipt of Non-U.S. Collateral
/X/ Non-U.S. Securities loans vs. receipt of Collateral
/ / Non-U.S. Securities loans vs. receipt of Non-U.S. Collateral
Dated: ING FUNDS
By: /s/ Xxxxxxx X. Xxxxxx
---------------------
Name: Xxxxxxx X. Xxxxxx
Title: Executive Vice President, CFO
