[ING FUNDS LOGO] Exhibit (g)(3)
FORM OF AMENDED AND RESTATED EXHIBIT A -
CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
State Street Bank and Trust Company
000 Xxxxxxxxxxxx Xxxxxx
Xxxxxx Xxxx, Xxxxxxxx 00000
September 23, 2002
Ladies and Gentlemen:
Pursuant to Section 17.2 of the Custodian and Investment Accounting
Agreement dated November 1, 2001, as amended, between the Funds (as defined in
the Agreement) and State Street Bank and Trust Company (the "Agreement"), we
hereby notify you of our intention to retain you as Custodian and Investment
Accounting and Recordkeeping Agent to render such services to ING Principal
Protection Fund V and ING Real Estate Fund, newly established series of ING
Equity Trust (collectively, the "New Funds"), upon all of the terms and
conditions set forth in the Agreement. Upon your acceptance, the Agreement has
been modified to give effect to the foregoing by adding "ING Principal
Protection Fund V" and "ING Real Estate Fund" to Exhibit A of the Agreement.
Exhibit A has also been amended and restated to reflect the corporate
reorganization of certain of the Funds (the "Reorganized Funds") under ING
Equity Trust or ING Funds Trust, with no other change to the Funds for which
State Street Bank and Trust Company provides services under the Agreement. The
Amended and Restated Exhibit A is attached hereto.
Please signify your acceptance to act as Custodian and Investment
Accounting and Recordkeeping Agent under the Agreement with respect to the New
Funds, and the Reorganized Funds under their new parent entities, each as the
effective date of the initial registration of each respective Fund, by signing
below.
Very sincerely,
Xxxxxx X. Xxxx
Senior Vice President
ING EQUITY TRUST
ING FUNDS TRUST
ACCEPTED AND AGREED TO:
State Street Bank and Trust Company
By: _____________________________
Name: Xxxx Xxxxxxxxx
Title: _______________, Duly Authorized
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Equity Trust
Scottsdale, AZ 00000-0000 Fax: 000-000-0000 ING Funds Trust
xxx.xxxxxxxx.xxx
FORM OF AMENDED AND RESTATED EXHIBIT A
WITH RESPECT TO THE
CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
DATED NOVEMBER 1, 2001 AND AMENDED MARCH 1, 2002
BETWEEN THE FUNDS AND
STATE STREET BANK AND TRUST COMPANY
EFFECTIVE AS OF SEPTEMBER 23, 2002
LIST OF FUNDS
ENTITY NAME JURISDICTION
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ING EQUITY TRUST Massachusetts Business Trust
ING Biotechnology Fund
ING Convertible Fund
ING Equity and Bond Fund
ING Financial Services Fund
ING Growth Opportunities Fund
ING Large Company Value Fund
ING LargeCap Growth Fund
ING MidCap Opportunities Fund
ING MidCap Value Fund
ING Principal Protection Fund
ING Principal Protection Fund II
ING Principal Protection Fund III
ING Principal Protection Fund IV
ING Principal Protection Fund V*
ING Real Estate Fund*
ING Research Enhanced Index Fund
ING SmallCap Opportunities Fund
ING SmallCap Value Fund
ING Tax Efficient Equity Fund
ING FUNDS TRUST Delaware Business 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 Fund
ING Strategic Bond Fund
ING National Tax-Exempt Money Market Fund
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* This Amended and Restated Exhibit A will be effective with respect to the
Fund upon the effective date of the initial Registration Statement with
respect to the Fund.
ENTITY NAME JURISDICTION
---------------------------------------- ------------------------------
ING INVESTMENT FUNDS, INC. Maryland Corporation
ING MagnaCap Fund
ING MAYFLOWER TRUST Massachusetts Business Trust
ING Growth + Value Fund
ING SENIOR INCOME FUND Delaware Business Trust
ING PRIME RATE TRUST Massachusetts Business Trust
ING VP NATURAL RESOURCES TRUST Massachusetts Business Trust
ING VARIABLE INSURANCE TRUST Delaware Business Trust
ING VP High Yield Bond Fund
ING VARIABLE PRODUCTS TRUST Massachusetts Business Trust
ING VP Convertible Portfolio
ING VP Financial Services Portfolio
ING VP Growth + Value Portfolio
ING VP Growth Opportunities 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 Research Enhanced Index Portfolio
ING VP SmallCap Opportunities Portfolio
USLICO SERIES FUND Massachusetts Business Trust
Asset Allocation Portfolio
Bond Portfolio
Money Market Portfolio
Stock Portfolio
Last Approved: 8/20/02
