SUB-ADVISORY AGREEMENT ING SEPARATE PORTFOLIOS TRUSTSub-Advisory Agreement • July 26th, 2012 • ING Separate Portfolios Trust • Arizona
This AGREEMENT is made as of this 20th day of July, 2012, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).
CUSTODY AGREEMENTCustody Agreement • July 26th, 2012 • ING Separate Portfolios Trust • New York
AGREEMENT, dated as of January 6, 2003 between each entity listed in Exhibit A hereto (each a “Fund”; and collectively, the “Funds”) and The Bank of New York, a New York corporation authorized to do a banking business having its principal office and place of business at One Wall Street, New York, New York 10286 (“Custodian”).
July 20, 2012ING Separate Portfolios Trust • July 26th, 2012
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, and Fund Accounting Agreement, each dated January 6, 2003, the Cash Reserve Agreement, dated March 31, 2003, the Custody & Fund Accounting Fee Schedule For ING Funds and the Global Securities Fee Schedule For ING Funds, each effective January 1, 2008, and the Letter of Instruction and Indemnification Agreement In Connection With Signature Guarantees and Signature Verifications, dated January 12, 2011, (collectively, the “Agreements”), we hereby notify you of the addition of ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund (collectively, the “Funds”), each a newly established series of ING Separate Portfolios Trust, effective on July 20, 2012, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A, dated February 29, 2012.
FUND ACCOUNTING AGREEMENTFund Accounting Agreement • July 26th, 2012 • ING Separate Portfolios Trust • New York
AGREEMENT made as of January 6, 2003, by and between each entity listed on Exhibit A hereto (each, a “Fund”; collectively, the “Funds”), and The Bank of New York, a New York banking organization (“BNY”).
SECURITIES LENDING AGREEMENT AND GUARANTYSecurities Lending Agreement and Guaranty • July 26th, 2012 • ING Separate Portfolios Trust • New York
AGREEMENT, dated as of August 7, 2003, between each Investment Company listed on Exhibit A hereto, for itself and for each Series listed on Exhibit A (each Investment Company and each Series is hereinafter referred to as “Lender”), and The Bank of New York (“Bank”).
July 20, 2012 Ms. Katherine Dinella Vice President The Bank of New York Mellon - Securities Lending New York, NY 10166 Dear Ms. Dinella:Securities Lending Agreement • July 26th, 2012 • ING Separate Portfolios Trust
Pursuant to the terms and conditions of the Securities Lending Agreement and Guaranty, dated August 7, 2003, and the Subscription Agreement for Registered Investment Companies, dated August 8, 2003, (together, the “Agreements”), we hereby notify you of the addition of ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund (collectively, the “Funds”), each a newly established series of ING Separate Portfolios Trust, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A, dated February 29, 2012, and is attached hereto.
INVESTMENT MANAGEMENT AGREEMENTInvestment Management Agreement • July 26th, 2012 • ING Separate Portfolios Trust • Delaware
AGREEMENT made the 20th day of July, 2012, between ING Separate Portfolios Trust, a Delaware statutory trust (the “Trust”), and ING Investments, LLC, an Arizona limited liability company (the “Manager”) (the “Agreement”).
AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTYSecurities Lending Agreement and Guaranty • July 26th, 2012 • ING Separate Portfolios Trust
THIS AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY (“Amendment”) is made effective as of the 1st day of October, 2011 (the “Effective Date”), by and between THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York (the “Bank”) and each Investment Company and each Series thereof listed on Exhibit A (each a “Lender”).
July 20, 2012 Attention: President BNY Mellon Investment Servicing (US) Inc. Wilmington, Delaware 19809 Dear Sir or Madam:ING Separate Portfolios Trust • July 26th, 2012
Pursuant to the Transfer Agency Services Agreement, dated February 25, 2009, between the Funds (as defined in the Agreement) and BNY Mellon Investment Servicing (US) Inc., formerly, PNC Global Investment Servicing (U.S.) Inc., as amended (the “Agreement”), we hereby notify you of our intention to retain you as Transfer Agent and Dividend Disbursing Agent to render such services to ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund (collectively, the “Funds”), each a newly established series of ING Separate Portfolios Trust, effective on July 20, 2012, upon all of the terms and conditions set forth in the Agreement. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the above-mentioned Fund to the Amended Exhibit A of the Agreement. This Amended Exhibit A supersedes the previous Amended Exhibit A dated September 30, 2011.
July 20, 2012 Mr. Wayne D. Weaver Managing Director and Senior Relationship Manager BNY Mellon Asset ServicingING Separate Portfolios Trust • July 26th, 2012
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, and Fund Accounting Agreement, each dated January 6, 2003, the Cash Reserve Agreement, dated March 31, 2003, the Custody & Fund Accounting Fee Schedule For ING Funds and the Global Securities Fee Schedule For ING Funds, each effective January 1, 2008, and the Letter of Instruction and Indemnification Agreement In Connection With Signature Guarantees and Signature Verifications, dated January 12, 2011, (collectively, the “Agreements”), we hereby notify you of the addition of ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund (collectively, the “Funds”), each a newly established series of ING Separate Portfolios Trust, effective on July 20, 2012, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A, dated February 29, 2012.
FOREIGN CUSTODY MANAGER AGREEMENTForeign Custody Manager Agreement • July 26th, 2012 • ING Separate Portfolios Trust • New York
AGREEMENT made as of January 6, 2003 between each entity listed on Schedule 1 attached hereto (each a “Fund” and collectively, “Funds”) and The Bank of New York (“BNY”).
July 20, 2012 Lydia L. Homer Senior Vice President and Treasurer ING Investments Distributor, LLC Suite 100 Scottsdale, AZ 85258 Dear Ms. Homer:ING Separate Portfolios Trust • July 26th, 2012
Pursuant to the Underwriting Agreement, dated May 16, 2007, as amended, between ING Separate Portfolios Trust and ING Investments Distributor, LLC, formerly, ING Funds Distributor, LLC, (the “Agreement”), we hereby notify you of our intention to retain you as Underwriter to render underwriting services to ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund (collectively, the “Funds”), each a newly established series of ING Separate Portfolios Trust, effective on July 20, 2012, upon all of the terms and conditions set forth in the Agreement. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the above-mentioned Funds to the Amended Schedule A of the Agreement. The Amended Schedule A is attached hereto.
July 20, 2012 Todd Modic Senior Vice President ING Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:ING Separate Portfolios Trust • July 26th, 2012
ING Investments, LLC (“ING Investments”) and ING Investment Management Co. LLC (“ING IM”) are parties to a Sub-Advisory Agreement dated July 20, 2012 (the “Agreement”), and pursuant to the Agreement, ING Investments has agreed to pay ING IM an annual sub-advisory fee of 0.3825%, 0.2925%, and 0.315% as a percentage of average daily net assets of ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund, respectively (each a “Fund,” and collectively, the “Funds”). By this letter dated July 20, 2012, ING IM voluntarily waives the annual sub-advisory fee that it is entitled to receive as follows:
July 20, 2012 Todd Modic Senior Vice President ING Funds Services, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:ING Separate Portfolios Trust • July 26th, 2012
Pursuant to the Administration Agreement, dated May 16, 2007, as amended and restated on November 30, 2008, as amended, between ING Separate Portfolios Trust and ING Funds Services, LLC (the “Agreement”), we hereby notify you of our intention to retain you as Administrator to render administrative and other services to ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund (collectively, the “Funds”), each a newly established series of ING Separate Portfolios Trust, effective on July 20, 2012, upon all of the terms and conditions set forth in the Agreement. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the Funds to the Amended Schedule A of the Agreement. The Amended Schedule A, with the annual administration fees indicated for the series, is attached hereto.
July 20, 2012 ING Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:ING Separate Portfolios Trust • July 26th, 2012
By this letter dated July 20, 2012, we have agreed to waive the administrative fee payable to us under the Administration Agreement, dated May 16, 2007, as amended and restated on November 30, 2008, as amended, between ING Separate Portfolios Trust and ING Funds Services, LLC (the “Agreement”), with respect to ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund (collectively, the “Funds”), each a series of ING Separate Portfolios Trust, in the amount of 0.10% per annum. By this letter, we agree to waive that fee for the period from July 20, 2012 through August 1, 2014 (the “Waiver Period”).
July 20, 2012 ING Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:ING Separate Portfolios Trust • July 26th, 2012
By this letter dated July 20, 2012, we have agreed to waive the investment management fee payable to us under the Investment Management Agreement dated July 20, 2012 between ING Investments, LLC and ING Separate Portfolios Trust (the “Agreement”), with respect to ING Emerging Markets Corporate Debt Fund, ING Emerging Markets Hard Currency Debt Fund, and ING Emerging Markets Local Currency Debt Fund (each a “Fund,” and collectively, the “Funds”), each a series of ING Separate Portfolios Trust, as if the investment management fee specified in the Agreement were 0.00% for each Fund. By this letter, we agree to waive that fee for the period from July 20, 2012 through August 1, 2014 (the “Waiver Period”).
