AMENDED AND RESTATED PROXY AGENT FEE ALLOCATION AGREEMENT
Exhibit 99.B(2)(j)(3)
AMENDED AND RESTATED
PROXY AGENT
THIS PROXY VOTING FEE ALLOCATION AGREEMENT, effective August 21, 2003 (the “Agreement”), is hereby amended and restated the 1st day of January 2007, by and among ING Investments, LLC (“ING Investments”), Directed Services, LLC (“DSL”), 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 or DSL (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.8/1/2005-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/ Xxxxxx X. Naka |
|
||||||
|
By: |
|
Xxxxxx X. Naka |
||||||
|
|
|
Executive Vice President |
||||||
|
|
|
Duly authorized to execute and |
||||||
|
|
|
|
||||||
|
|
|
|
|
|||||
|
ING Investments, LLC |
||||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
|
/s/ Xxxxxx X. Naka |
|
|||||
|
By: |
|
Xxxxxx X. Naka |
||||||
|
|
|
Executive Vice President |
||||||
|
|
|
|
||||||
|
|
|
|
|
|||||
|
Directed Services, LLC |
||||||||
|
|
|
|
||||||
|
|
|
|
||||||
|
|
/s/ Xxxx Xxxxx |
|
||||||
|
By: |
|
Xxxx Xxxxx |
||||||
|
|
|
Vice President |
||||||
SCHEDULE A
with respect to the
AMENDED AND RESTATED
ISS PROXY VOTING FEE ALLOCATION AGREEMENT
ING EQUITY TRUST
ING Disciplined LargeCap Fund
ING Financial Services Fund
ING Fundamental Research Fund
ING Index Plus LargeCap Equity Fund
ING LargeCap Growth Fund
ING LargeCap Value Fund
ING MidCap Opportunities Fund
ING MidCap Value Choice Fund
ING MidCap Value Fund
ING Opportunistic LargeCap Fund
ING Principal Protection Fund II
ING Principal Protection Fund III
ING Principal Protection Fund IV
ING Principal Protection Fund V
ING Principal Protection Fund VI
ING Principal Protection Fund VII
ING Principal Protection Fund VIII
ING Principal Protection Fund IX
ING Principal Protection Fund X
ING Principal Protection Fund XI
ING Principal Protection Fund XII
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 GNMA Income Fund
ING High Yield Bond Fund
ING Intermediate Bond Fund
ING National Tax-Exempt Bond Fund
ING GLOBAL ADVANTAGE AND PREMIUM OPPORTUNITY FUND
ING GLOBAL EQUITY DIVIDEND AND PREMIUM OPPORTUNITY FUND
ING INVESTMENT FUNDS, INC.
ING MagnaCap Fund
ING INVESTORS TRUST
ING AllianceBernstein Mid Cap Growth Portfolio(1)
ING American Funds Growth Portfolio
ING American Funds Growth-Income Portfolio
ING American Funds International Portfolio
ING BlackRock Large Cap Growth Portfolio(1)
ING BlackRock Large Cap Value Portfolio(1)
ING Capital Guardian Small/Mid Cap Portfolio(1)
ING Capital Guardian U.S. Equities Portfolio(1)
ING Disciplined Small Cap Value Portfolio
ING Eagle Asset Capital Appreciation Portfolio(1)
ING EquitiesPlus Portfolio
ING Evergreen Health Sciences Portfolio(1)
ING Evergreen Omega Portfolio(1)
ING FMRSM Diversified Mid Cap Portfolio(1)
ING FMRSM Earnings Growth Portfolio
ING FMRSM Mid Cap Growth Portfolio(1)
ING Franklin Income Portfolio
ING Global Real Estate Portfolio
ING Global Resources Portfolio(1)
ING Global Technology Portfolio(1)
ING International Portfolio(1)
ING Janus Contrarian Portfolio(1)
ING JPMorgan Emerging Markets Equity Portfolio(1)
(1) Under the terms of the Management Agreement between ING Investors Trust and Directed Services, LLC, the Fund is subject to a unified fee arrangement. Accordingly, the portion of SCAS Fees allocated to the Fund under the Agreement will be borne directly by Directed Services, LLC as provided in the Management Agreement.
1
ING JPMorgan Small Cap Equity Portfolio(1)
ING JPMorgan Value Opportunities Portfolio
ING Xxxxxx Xxxx Foreign Portfolio(1)
ING Xxxx Xxxxx Partners All Cap Portfolio(1)
ING Xxxx Xxxxx Value Portfolio(1)
ING Limited Maturity Bond Portfolio(1)
ING Liquid Assets Portfolio(1)
ING Lord Xxxxxx Affiliated Portfolio(1)
ING Xxxxxxx Growth Portfolio(1)
ING Xxxxxxx International Opportunities Portfolio
ING MFS Total Return Portfolio(1)
ING MFS Utilities Portfolio
ING Xxxxxxxxxxx Main Street Portfolio®(1)
ING PIMCO Core Bond Portfolio(1)
ING PIMCO High Yield Portfolio(1)
ING Pioneer Fund Portfolio(1)
ING Pioneer Mid Cap Value Portfolio(1)
ING Stock Index Portfolio(1)
ING X. Xxxx Price Capital Appreciation Portfolio(1)
ING X. Xxxx Price Equity Income Portfolio(1)
ING Xxxxxxxxx Global Growth Portfolio(1)
ING UBS U.S. Allocation Portfolio(1)
ING Xxx Xxxxxx Equity Growth Portfolio(1)
ING Xxx Xxxxxx Global Franchise Portfolio(1)
ING Xxx Xxxxxx Growth and Income Portfolio(1)
ING Xxx Xxxxxx Real Estate Portfolio(1)
ING Xxxxx Fargo Mid Cap Disciplined Portfolio(1)
ING Xxxxx Fargo Small Cap Disciplined Portfolio
ING MAYFLOWER TRUST
ING International Value Fund
ING MUTUAL FUNDS
ING Emerging Countries Fund
ING Emerging Markets Fixed Income Fund
ING Foreign Fund
ING Global Bond Fund
ING Global Equity Dividend Fund
ING Global Natural Resources Fund
ING Global Real Estate Fund
ING Global Value Choice Fund
ING Greater China Fund
ING Index Plus International Equity Fund
ING International Fund
ING International Capital Appreciation Fund
ING International Real Estate Fund
ING International SmallCap Fund
ING International Value Choice Fund
ING Russia Fund
ING PARTNERS, INC.
ING American Century Large Company Value Portfolio
ING American Century Select Portfolio
ING American Century Small-Mid Cap Value Portfolio
ING Baron Asset Portfolio
ING Baron Small Cap Growth Portfolio
ING Columbia Small Cap Value II Portfolio
ING Xxxxx Venture Value Portfolio
ING Fidelity® VIP Contrafund® Portfolio
ING Fidelity® VIP Equity-Income Portfolio
ING Fidelity® VIP Growth Portfolio
ING Fidelity® VIP Mid Cap Portfolio
ING Fundamental Research Portfolio
ING Xxxxxxx Sachs® Capital Growth Portfolio
ING Xxxxxxx Xxxxx® Structured Equity Portfolio
ING JPMorgan International Portfolio
ING JPMorgan Mid Cap Value Portfolio
ING Xxxx Xxxxx Partners Aggressive Growth Portfolio
ING Xxxx Xxxxx Partners Large Cap Growth Portfolio
ING Lord Xxxxxx U.S. Government Securities Portfolio
ING Xxxxxxxxx Xxxxxx Partners Portfolio
ING Xxxxxxxxx Xxxxxx Regency Portfolio
ING OpCap Balanced Value Portfolio
ING Xxxxxxxxxxx Global Portfolio
ING Xxxxxxxxxxx Strategic Income Portfolio
ING PIMCO Total Return Portfolio
ING Pioneer High Yield Portfolio
ING X. Xxxx Price Diversified Mid Cap Growth
(1) Under the terms of the Management Agreement between ING Investors Trust and Directed Services, LLC, the Fund is subject to a unified fee arrangement. Accordingly, the portion of SCAS Fees allocated to the Fund under the Agreement will be borne directly by Directed Services, LLC as provided in the Management Agreement.
2
Portfolio
ING X. Xxxx Price Growth Equity Portfolio
ING Xxxxxxxxx Foreign Equity Portfolio
ING Xxxxxxxxx Value Portfolio
ING UBS U.S. Large Cap Equity Portfolio
ING UBS U.S. Small Cap Growth Portfolio
ING Xxx Xxxxxx Xxxxxxxx Portfolio
ING Xxx Xxxxxx Equity and Income Portfolio
ING SENIOR INCOME FUND
ING VARIABLE INSURANCE TRUST
ING GET U.S. Core Portfolio - Series 1
ING GET U.S. Core Portfolio - Series 2
ING GET U.S. Core Portfolio - Series 3
ING GET U.S. Core Portfolio - Series 4
ING GET U.S. Core Portfolio - Series 5
ING GET U.S. Core Portfolio - Series 6
ING GET U.S. Core Portfolio - Series 7
ING GET U.S. Core Portfolio - Series 8
ING GET U.S. Core Portfolio - Series 9
ING GET U.S. Core Portfolio – Series 10
ING GET U.S. Core Portfolio – Series 11
ING GET U.S. Core Portfolio – Series 12
ING GET U.S. Core Portfolio – Series 13
ING GET U.S. Core Portfolio – Series 14
ING VP Global Equity Dividend Portfolio
ING VARIABLE PRODUCTS TRUST
ING VP Financial Services Portfolio
ING VP High Yield Bond Portfolio
ING VP International Value Portfolio
ING VP LargeCap Growth Portfolio
ING XX XxxXxx Opportunities Portfolio
ING VP Real Estate Portfolio
ING VP SmallCap Opportunities Portfolio
ING VP NATURAL RESOURCES TRUST
ING GET FUND
ING GET Fund – Series P
ING GET Fund – Series Q
ING GET Fund – Series R
ING GET Fund – Series S
ING GET Fund – Series T
ING GET Fund – Series U
ING GET Fund – Series V
ING SERIES FUND, INC.
Brokerage Cash Reserves
ING 130/30 Fundamental Research Fund
ING Aeltus Money Market Fund
ING Balanced Fund
ING Global Science and Technology Fund
ING Growth Fund
ING Growth and Income 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 Conservative Fund
ING Strategic Allocation Growth Fund
ING Strategic Allocation Moderate Fund
ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
ING VP Strategic Allocation Conservative Portfolio
ING VP Strategic Allocation Growth Portfolio
ING VP Strategic Allocation Moderate Portfolio
ING VARIABLE FUNDS
ING VP Growth and Income 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
(1) Under the terms of the Management Agreement between ING Investors Trust and Directed Services, LLC, the Fund is subject to a unified fee arrangement. Accordingly, the portion of SCAS Fees allocated to the Fund under the Agreement will be borne directly by Directed Services, LLC as provided in the Management Agreement.
3
ING VP Value Opportunity Portfolio
ING VP BALANCED PORTFOLIO, INC.
ING VP INTERMEDIATE BOND PORTFOLIO
ING VP MONEY MARKET PORTFOLIO
(1) Under the terms of the Management Agreement between ING Investors Trust and Directed Services, LLC, the Fund is subject to a unified fee arrangement. Accordingly, the portion of SCAS Fees allocated to the Fund under the Agreement will be borne directly by Directed Services, LLC as provided in the Management Agreement.
4
Schedule B
[INSERT Net Asset Spreadsheet as of 6/30/03]
