Exhibit 99.B(h)(4)(B)
FORM OF AGREEMENT
Agreement made this 25th day of October, 2004 by and among Lion Connecticut
Holdings Inc. and each of the registered investment companies identified on
Schedule A hereto with respect to each portfolio series thereof (each, a "Fund"
and collectively, the "Funds").
WHEREAS, ING Investments, LLC, Directed Services, Inc. and ING Funds
Distributor, LLC (each, an "ING Entity," and collectively, the "ING Entities")
each has been cooperating with the Securities and Exchange Commission, the
office of the New York Attorney General, the National Association of Securities
Dealers, Inc. and/or other regulatory and self-regulatory authorities in their
investigations (the "Regulatory Investigations") into activities by past or
present employees of the ING Entities and/or affiliated entities thereof
(including the activities of employees of one or more predecessor entities of
the ING Entities and affiliated entities thereof) involving alleged market
timing or late trading of shares of the Funds (the "Activities"); and
WHEREAS, the ING Entities also have been conducting an internal
investigation (the "Internal Investigation") with respect to the Activities (the
Regulatory Investigations and Internal Investigation being referred to
collectively herein as the "Investigations"); and
WHEREAS, Lion Connecticut desires to provide assurances to the Funds that
Lion Connecticut will indemnify and hold harmless the Funds and their affected
shareholders from the economic consequences including without limitation any and
all losses, damages, fines, penalties, costs and expenses incurred by the Funds
and resulting from (i) any and all wrongful conduct by any ING Entity or
affiliate thereof (including any predecessor entity thereof) or any officer
director or employee thereof in connection with any of the Activities, and (ii)
the Investigations, litigation or other such formal proceedings regarding the
Activities or the settlement thereof (collectively, the "Economic
Consequences").
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, each of Lion Connecticut and the Funds do hereby
agree as follows:
1. Lion Connecticut agrees to indemnify and hold harmless the Funds and
all past, present and future affected shareholders thereof for and from any and
all Economic Consequences.
2. Each of the ING Entities, acting in good faith, shall use its best
efforts to resolve the Regulatory Investigations as promptly as possible
consistent with achieving a reasonable result.
3. Lion Connecticut and the Funds acknowledge and agree that, as of the
date hereof, the parties hereto have not determined and agreed to the precise
amount of the Economic Consequences or the appropriate manner of determining the
amount of Economic Consequences, and/or how to apportion or distribute them.
4. Nothing in this Agreement is intended or shall be construed to give
any person, other than the parties hereto and their successors, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
provision contained herein. No shareholder or any other person who is not a
party to this Agreement shall have any rights hereunder, including without
limitation under paragraph 1.
EXECUTED to be effective as of the date first set forth above.
Each of the Funds Identified on Schedule A
Hereto
By:
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Its:
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LION CONNECTICUT HOLDINGS INC.
By:
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Its:
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