EX-99.G14 57 p68424b3exv99wg14.txt EX-(G)(14) EXHIBIT (g)(14) FOREIGN CUSTODY MANAGER AGREEMENT 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"). W I T N E S S E T H: WHEREAS, the Fund and BNY have entered into a Custody Agreement (the "Custody Agreement"); WHEREAS, the Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets, and the Fund has made each of its current series listed on Schedule 1 hereto (the "Series"), as may be amended from time to time, subject to this Agreement; WHEREAS, the Fund desires to appoint BNY as a Foreign Custody Manager on the terms and conditions contained herein; WHEREAS, BNY desires to serve as a Foreign Custody Manager and perform the duties set forth herein on the terms and conditions contained herein; and NOW THEREFORE, in consideration of the mutual promises hereinafter contained in this Agreement, the Fund and BNY hereby agree as follows: ARTICLE I. DEFINITIONS Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: 1. "BOARD" shall mean the board of directors or board of trustees, as the case may be, of the Fund. 2. "ELIGIBLE FOREIGN CUSTODIAN" shall have the meaning provided in the Rule. 3. "MONITORING SYSTEM" shall mean a system established by BNY to fulfill the Responsibilities specified in clauses (d) and (e) of Section 1 of Article III of this Agreement. 4. "RESPONSIBILITIES" shall mean the responsibilities delegated to BNY under the Rule as a Foreign Custody Manager with respect to each Specified Country and each Eligible Foreign Custodian selected by BNY, as such responsibilities are more fully described in Article III of this Agreement. 5. "RULE" shall mean Rule 17f-5 under the Investment Company Act of 1940, as amended on June 12, 2000. 6. "SPECIFIED COUNTRY" shall mean each country listed on Schedule 2 attached hereto (as amended from time to time) and each country, other than the United States, constituting the primary market for a security with respect to which the Fund has given, or may give, settlement instructions to The Bank of New York as custodian (the "Custodian") under its Custody Agreement with the Fund. ARTICLE II. BNY AS A FOREIGN CUSTODY MANAGER 1. The Fund on behalf of its Board hereby delegates to BNY with respect to each Specified Country the Responsibilities. 2. BNY accepts the Board's delegation of Responsibilities with respect to each Specified Country and agrees in performing the Responsibilities as a Foreign Custody Manager to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of the Fund's assets would exercise. 3. BNY shall provide to the Board and the Fund's investment adviser at such times as the Board deems reasonable and appropriate based on the circumstances of the Fund's foreign custody arrangements (but in no event less frequently than quarterly) written reports notifying the Board and the Fund's investment adviser of the placement of assets of the Fund with a particular Eligible Foreign Custodian within a Specified Country and shall promptly notify the Board and the Fund's investment adviser of any material change in the arrangements (including the contract governing such arrangements) with respect to assets of the Fund with any such Eligible Foreign Custodian. ARTICLE III. RESPONSIBILITIES 1. Subject to the provisions of this Agreement, BNY shall with respect to each Specified Country select an Eligible Foreign Custodian. In connection therewith, BNY shall: (a) determine that assets of the Fund held by such Eligible Foreign Custodian will be subject to reasonable care, based on the standards applicable to custodians in the relevant market in which such Eligible Foreign Custodian operates, after considering all factors relevant to the safekeeping of such assets, including, without limitation, those contained in paragraph (c)(l) of the Rule; (b) determine that the Fund's foreign custody arrangements with each Eligible Foreign Custodian are governed by a written contract with the Custodian which will provide reasonable care for the Fund's assets based on the standards specified in paragraph (c)(l) of the Rule; (c) determine that each contract with an Eligible Foreign Custodian shall include the provisions specified in paragraph (c)(2)(i)(A) through (F) of the Rule or, alternatively, in lieu of any or all of such (c)(2)(i)(A) through (F) provisions, such other provisions as BNY determines will provide, in their entirety, the same or a greater level of care and protection for the assets of the Fund as such specified provisions; (d) monitor pursuant to the Monitoring System the appropriateness of maintaining the assets of the Fund with a particular Eligible Foreign Custodian pursuant to paragraph (c)(l) of the Rule and the performance of the contract governing such arrangement; -2- and (e) advise the Fund and the Fund's investment adviser, as soon as reasonably possible, whenever BNY determines under the Monitoring System that an arrangement (including, any material change in the contract governing such arrangement) described in preceding clause (d) no longer meets the requirements of the Rule. 2. For purposes of clause (d) of the preceding Section 1 of this Article, BNY's determination of appropriateness shall not include, nor be deemed to include, any evaluation of Country Risks associated with investment in a particular country. For purposes hereof, "Country Risks" shall mean systemic risks of holding assets in a particular country including but not limited to (a) an Eligible Foreign Custodian's use of any depositories that act as or operate a system or a transnational system for the central handling of securities or any equivalent book- entries; (b) such country's financial infrastructure; (c) such country's prevailing custody and settlement practices (but not the custody and settlement practices of any Eligible Foreign Custodian whose custody and settlement practices are not such prevailing practices); (d) nationalization, expropriation or other governmental actions; (e) regulation of the banking or securities industry; (f) currency controls, restrictions, devaluations or fluctuations; and (g) market conditions which affect the orderly execution of securities transactions or affect the value of securities. ARTICLE IV. REPRESENTATIONS 1. The Fund hereby represents that: (a) this Agreement has been duly authorized, executed and delivered by the Fund, constitutes a valid and legally binding obligation of the Fund enforceable in accordance with its terms, and, to the Fund's knowledge, no statute, regulation, rule, order, judgment or contract binding on the Fund prohibits the Fund's execution or performance of this Agreement; (b) this Agreement has been approved and ratified by the Board at a meeting duly called and at which a quorum was at all times present; and (c) the Board or the Fund's Investment Adviser has considered the Country Risks associated with investment in each Specified Country and will have considered such risks prior to any settlement instructions being given to the Custodian with respect to any other country. 2. BNY hereby represents that: (a) BNY is duly organized and existing under the laws of the State of New York, with full power to carry on its businesses as now conducted, and to enter into this Agreement and to perform its obligations hereunder; (b) this Agreement has been duly authorized, executed and delivered by BNY, constitutes a valid and legally binding obligation of BNY enforceable in accordance with its terms, and, to BNY's knowledge, no statute, regulation, rule, order, judgment or contract binding on BNY prohibits BNY's execution or performance of this Agreement; (c) BNY has established and will maintain the Monitoring System, and (d) BNY is a U.S. Bank as defined in paragraph (a)(7) of the Rule. -3- ARTICLE V. CONCERNING BNY 1. BNY shall not be liable under this Agreement for any costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, the Fund except to the extent the same arises out of the failure of BNY to exercise the care, prudence and diligence required by Section 2 of Article II hereof. In no event shall BNY be liable to the Fund, the Board, or any third party for special, indirect or consequential damages, or for lost profits or loss of business, arising in connection with this Agreement. 2. The Fund shall indemnify BNY and hold it harmless from and against any and all costs, expenses, damages, liabilities or claims, including attorneys' and accountants' fees, sustained or incurred by, or asserted against, BNY by reason or as a result of any action or inaction, or arising out of BNY's performance hereunder, provided that the Fund shall not indemnify BNY to the extent any such costs, expenses, damages, liabilities or claims arises out of BNY's failure to exercise the reasonable care, prudence and diligence required by Section 2 of Article II hereof, nor shall the Fund be liable to BNY or any third party for special, indirect or consequential damages, or for lost profits or loss of business arising in connection with this Agreement. 3. For its services hereunder, the Fund agrees to pay to BNY such compensation and out-of-pocket expenses as shall be mutually agreed. 4. BNY shall have only such duties as are expressly set forth herein, hi no event shall BNY be liable for any Country Risks associated with investments in a particular country. ARTICLE VI. MISCELLANEOUS 1. This Agreement constitutes the entire agreement between the Fund and BNY as a foreign custody manager, and no provision in the Custody Agreement between the Fund and the Custodian shall affect the duties and obligations of BNY hereunder, nor shall any provision in this Agreement affect the duties or obligations of the Custodian under the Custody Agreement. 2. Any notice or other instrument in writing, authorized or required by this Agreement to be given to BNY, shall be sufficiently given if received by it at its offices at 100 Church Street, 10th Floor, New York, New York 10286, or at such other place as BNY may from time to time designate in writing. 3. Any notice or other instrument in writing, authorized or required by this Agreement to be given to the Fund shall be sufficiently given if received by it at its offices at 7337 E. Doubletree Ranch Road, Scottsdale, AZ 85258 or at such other place as the Fund may from time to time designate in writing. 4. In case any provision in or obligation under this Agreement shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining -4- provisions shall not in any way be affected thereby. This Agreement may not be amended or modified in any manner except by a written agreement executed by both parties. This Agreement shall extend to and shall be binding upon the parties hereto, and their respective successors and assigns; provided however, that this Agreement shall not be assignable by either party without the written consent of the other. 5. This Agreement shall be construed in accordance with the substantive laws of the State of New York, without regard to conflicts of laws principles thereof. The Fund and BNY hereby consent to the jurisdiction of a state or federal court situated in New York City, New York in connection with any dispute arising hereunder. The Fund and BNY each hereby irrevocably waives, to the fullest extent permitted by applicable law, any objection which it may now or hereafter have to the laying of venue of any such proceeding brought in such a court and any claim that such proceeding brought in such a court has been brought in an inconvenient forum. The Fund and BNY each hereby irrevocably waives any and all rights to trial by jury in any legal proceeding arising out of or relating to this Agreement. 6. The parties hereto agree that in performing hereunder, BNY is acting solely on behalf of the Fund and no contractual or service relationship shall be deemed to be established hereby between BNY and any other person by reason of this Agreement. 7. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute only one instrument. 8. This Agreement shall terminate simultaneously with the termination of the Custody Agreement between the Fund and the Custodian, and may otherwise be terminated by either party giving to the other party a notice in writing specifying the date of such termination, which shall be not less than thirty (30) days after the date of such notice. 9. A copy of the Declaration of Trust of the each Fund that is a Massachusetts Business Trust is on file with the Secretary of the Commonwealth of Massachusetts, and notice is hereby given that this instrument is executed on behalf of the Board of Trustees of the Fund as Trustees and not individually and that the obligations of this instrument are not binding upon any of the Trustees or shareholders individually but are binding only upon the assets and property of the Fund; provided, however, that the Declaration of Trust of the Fund provides that the assets of a particular Series of the Fund shall under no circumstances be charged with liabilities attributable to any other Series of the Fund and that all persons extending credit to, or contracting with or having any claim against a particular Series of the Fund shall look only to the assets of that particular Series for payment of such credit, contract or claim. -5- IN WITNESS WHEREOF, the Fund and BNY have caused this Agreement to be executed by their respective officers, thereunto duly authorized, as of the date first above written. By: -s- MICHAEL J. ROLAND ----------------------------------- on behalf of each Fund identified on Schedule 1 hereto THE BANK OF NEW YORK By: -s- EDWARD G. McGANN ----------------------------------- Title: VICE PRESIDENT -6- SCHEDULE 1 AS OF JANUARY 6,2003 GCG TRUST: Capital Growth Series Value Equity Series Asset Allocation Growth Series Diversified Mid-Cap Series Internet Tollkeeper Series Limited Maturity Bond Series Liquid Asset Series Equity Opportunity Series Focus Value Series Fundamental Growth Series All Cap Series Investors Series Strategic Equity Series Fund for Life SCHEDULE 1 AMENDED AS OF JANUARY 13,2003 TO INCLUDE THE ADDITION OF THE FOLLOWING GCG TRUST: Mid-Cap Growth Series Research Series Total Return Series Fully Managed Series Developing World Series Hard Assets Series Managed Global Series International Equity Series International Enhanced EAFE Series Growth Series Janus Growth and Income Series Special Situations Series Core Bond Series Global Franchise Series Equity Income Series Large Cap Value Series Capital Guardian Small Cap Series J.P. Morgan Fleming Small Cap Equity Growth Series Real Estate Series Van Kampen Growth and Income Series SCHEDULE 1 AMENDED AS OF MARCH 13, 2003 TO INCLUDE THE ADDITION OF THE FOLLOWING ING GET FUND: ING GET Fund - Series V SCHEDULE 1 AMENDED AS OF APRIL 7, 2003 TO INCLUDE THE ADDITION OF THE FOLLOWING ING FUNDS TRUST: ING GNMA Income Fund ING High Yield Opportunity Fund ING Lexington Money Market Trust ING Money Market Fund ING National Tax-Exempt Bond Fund ING Strategic Bond Fund ING Intermediate Bond Fund ING Classic Money Market Fund ING High Yield Bond Fund SCHEDULE 1 AMENDED AS OF MAY 1, 2003 TO INCLUDE THE ADDITION OF THE FOLLOWING ING EQUITY TRUST: ING Principal Protection Fund VII SCHEDULE 2 Specified Countries Argentina Lithuania Australia Luxembourg Austria Malaysia Bahrain Mauritius Bangladesh Mexico Belgium Morocco Bermuda Namibia Bolivia Netherlands Botswana New Zealand Brazil Nigeria Bulgaria Norway Canada Oman Chile Pakistan China Panama Colombia Peru Costa Rica Philippines Croatia Poland Cyprus Portugal Czech Republic Romania Denmark Russia Ecuador Singapore Egypt Slovakia Estonia Slovenia Finland South Africa France South Korea Germany Spain Ghana Sri Lanka Greece Swaziland Hong Kong Sweden Hungary Switzerland India Taiwan Indonesia Thailand Ireland Transnational Israel Turkey Italy Ukraine Ivory Coast United Kingdom Japan Uruguay Jordan Venezuela Kenya Zambia Lebanon Zimbabwe [ING FUNDS LOGO] June 6, 2003 Ms. Martha Pierce Mutual Funds Relationship Management The Bank of New York 100 Church Street, 10th Floor New York, NY 10286 Dear Ms. Pierce: Pursuant to the Foreign Custody Manager Agreement dated January 6, 2003 (the "Agreement"), we hereby notify you of the addition of the following countries to be added/included on Schedule 2 to the Agreement: Cayman Islands Iceland Jamaica Palestine Vietnam If you have any questions, please contact me at (480) 477-2118. Sincerely, -s- Michael J. Roland --------------------------- Michael J. Roland Executive Vice President & Chief Financial Officer AMENDED SCHEDULE 2 SPECIFIED COUNTRIES
COUNTRY EFFECTIVE DATE COUNTRY EFFECTIVE DATE ------------------------------------------------------------------------------------------------------ Argentina January 6, 2003 Japan January 6, 2003 ------------------------------------------------------------------------------------------------------ Australia January 6, 2003 Jordan January 6, 2003 ------------------------------------------------------------------------------------------------------ Austria January 6, 2003 Kenya January 6, 2003 ------------------------------------------------------------------------------------------------------ Bahrain January 6, 2003 Lithuania January 6, 2003 ------------------------------------------------------------------------------------------------------ Bangladesh January 6, 2003 Luxembourg January 6, 2003 ------------------------------------------------------------------------------------------------------ Belgium January 6, 2003 Malaysia January 6, 2003 ------------------------------------------------------------------------------------------------------ Bermuda January 6, 2003 Mauritius January 6, 2003 ------------------------------------------------------------------------------------------------------ Bolivia January 6, 2003 Mexico January 6, 2003 ------------------------------------------------------------------------------------------------------ Botswana January 6, 2003 Morocco January 6, 2003 ------------------------------------------------------------------------------------------------------ Brazil January 6, 2003 Namibia January 6, 2003 ------------------------------------------------------------------------------------------------------ Bulgaria January 6, 2003 Netherlands January 6, 2003 ------------------------------------------------------------------------------------------------------ Canada January 6, 2003 New Zealand January 6, 2003 ------------------------------------------------------------------------------------------------------ Cayman Islands May 12, 2003 Nigeria January 6, 2003 ------------------------------------------------------------------------------------------------------ Chile January 6, 2003 Norway January 6, 2003 ------------------------------------------------------------------------------------------------------ China January 6, 2003 Oman January 6, 2003 ------------------------------------------------------------------------------------------------------ Colombia January 6, 2003 Pakistan January 6, 2003 ------------------------------------------------------------------------------------------------------ Costa Rica January 6, 2003 Palestine May 12, 2003 ------------------------------------------------------------------------------------------------------ Croatia January 6, 2003 Panama January 6, 2003 ------------------------------------------------------------------------------------------------------ Cyprus January 6, 2003 Peru January 6, 2003 ------------------------------------------------------------------------------------------------------ Czech Republic January 6, 2003 Philippines January 6, 2003 ------------------------------------------------------------------------------------------------------ Denmark January 6, 2003 Poland January 6, 2003 ------------------------------------------------------------------------------------------------------ Ecuador January 6, 2003 Portugal January 6, 2003 ------------------------------------------------------------------------------------------------------ Egypt January 6, 2003 Romania January 6, 2003 ------------------------------------------------------------------------------------------------------ Estonia January 6, 2003 Russia January 6, 2003 ------------------------------------------------------------------------------------------------------ Finland January 6, 2003 Singapore January 6, 2003 ------------------------------------------------------------------------------------------------------ France January 6, 2003 Slovakia January 6, 2003 ------------------------------------------------------------------------------------------------------ Germany January 6, 2003 Slovenia January 6, 2003 ------------------------------------------------------------------------------------------------------ Ghana January 6, 2003 South Africa January 6, 2003 ------------------------------------------------------------------------------------------------------ Greece January 6, 2003 South Korea January 6, 2003 ------------------------------------------------------------------------------------------------------ Hong Kong January 6, 2003 Spain January 6, 2003 ------------------------------------------------------------------------------------------------------ Hungary January 6, 2003 Sri Lanka January 6, 2003 ------------------------------------------------------------------------------------------------------ Iceland May 12, 2003 Swaziland January 6, 2003 ------------------------------------------------------------------------------------------------------ India January 6, 2003 Sweden January 6, 2003 ------------------------------------------------------------------------------------------------------ Indonesia January 6, 2003 Switzerland January 6, 2003 ------------------------------------------------------------------------------------------------------ Ireland January 6, 2003 Taiwan January 6, 2003 ------------------------------------------------------------------------------------------------------ Israel January 6, 2003 Thailand January 6, 2003 ------------------------------------------------------------------------------------------------------ Italy January 6, 2003 Transnational January 6, 2003 ------------------------------------------------------------------------------------------------------ Ivory Coast January 6, 2003 Turkey January 6, 2003 ------------------------------------------------------------------------------------------------------ Jamaica May 12, 2003 Ukraine January 6, 2003 ------------------------------------------------------------------------------------------------------
United Kingdom January 6, 2003 ----------------------------------------------------------- Uruguay January 6, 2003 ----------------------------------------------------------- Venezuela January 6, 2003 ----------------------------------------------------------- Vietnam May 12, 2003 ----------------------------------------------------------- Zambia January 6, 2003 ----------------------------------------------------------- Zimbabwe January 6, 2003 -----------------------------------------------------------
\ [ING FUNDS LETTERHEAD] July 2, 2003 Ms. Martha Pierce Mutual Funds Relationship Management The Bank of New York 100 Church Street, 10th Floor New York, NY 10286 Dear Ms. Pierce: Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement and Securities Lending agreement each dated January 6, 2003 respectively and the Cash Reserve Agreement, dated March 31, 2003 (each an "Agreement," collectively the "Agreements"), we hereby notify you of the addition of the Funds to be added/included on the Amended Exhibit A to the Agreements as of July 7, 2003 as shown. Please signify your acceptance to provide services under the Agreements with respect to the Amended Exhibit A by signing below. If you have any questions, please contact me at (480) 477-2118. Sincerely, -s- Michael J. Roland -------------------------------- Michael J. Roland Executive Vice President & Chief Financial Officer ACCEPTED AND AGREED TO: The Bank of New York By: -s- EDWARD G. McGANN ---------------------------------- Name: EDWARD G. McGANN Title: VICE PRESIDENT Duly, Authorized AMENDED EXHIBIT A
FUND EFFECTIVE DATE ---- -------------- ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Equity and Bond Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Growth Opportunities Fund June 9, 2003 ING LargeCap Growth Fund June 9, 2003 ING Large Company Value Fund June 9, 2003 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Fund June 9, 2003 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1,2003 ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Fund June 9, 2003 ING Tax Efficient Equity Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING High Yield Opportunity Fund April 7, 2003 ING Intermediate Bond Fund April 7, 2003 ING Lexington Money Market Trust April 7, 2003 ING Money Market Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING Strategic Bond Fund April 7, 2003 ING INVESTMENT FUNDS, INC. ING MagnaCap Fund June 9, 2003 ING INVESTORS TRUST ING Alliance Mid Cap Growth Portfolio January 6, 2003 ING Eagle Asset Value Equity Portfolio January 6, 2003 ING UBS U.S. Balanced Portfolio January 6, 2003 ING FMRSM Diversified Mid Cap Portfolio January 6, 2003
ING Goldman Sachs Internet Tollkeeper(SM) January 6, 2003 Portfolio ING Limited Maturity Bond Portfolio January 6, 2003 ING Liquid Assets Portfolio January 6, 2003 ING Jennison Equity Opportunities Portfolio January 6, 2003 ING Mercury Focus Value Portfolio January 6, 2003 ING Mercury Fundamental Growth Portfolio January 6, 2003 ING Salomon Brothers All Cap Portfolio January 6, 2003 ING Salomon Brothers Investors Portfolio January 6, 2003 ING AIM Mid Cap Growth Portfolio January 6, 2003 Fund for Life Series January 6, 2003 ING MFS Mid Cap Growth Portfolio January 13, 2003 ING MFS Research Portfolio January 13, 2003 ING MFS Total Return Portfolio January 13, 2003 ING T. Rowe Price Capital Appreciation January 13, 2003 Portfolio ING Developing World Portfolio January 13, 2003 ING Hard Assets Portfolio January 13, 2003 ING Capital Guardian Managed Global January 13, 2003 Portfolio ING International Portfolio January 13, 2003 ING JPMorgan Fleming International January 13, 2003 Enhanced EAFE Portfolio ING Marsico Growth Portfolio January 13, 2003 ING Janus Growth and Income Portfolio January 13, 2003 ING Janus Special Equity Portfolio January 13, 2003 ING PIMCO Core Bond Portfolio January 13, 2003 ING Van Kampen Global Franchise Portfolio January 13, 2003 ING T. Rowe Price Equity Income Portfolio January 13, 2003 ING Capital Guardian Large Cap Value January 13, 2003 Portfolio ING Capital Guardian Small Cap Portfolio January 13, 2003 ING JPMorgan Fleming Small Cap Equity January 13, 2003 Portfolio ING Van Kampen Real Estate Portfolio January 13, 2003 ING Van Kampen Growth and Income January 13, 2003 Portfolio January 13, 2003 ING MAYFLOWER TRUST ING Growth + Value Fund June 9, 2003 ING MUTUAL FUNDS ING Foreign Fund July 1, 2003 ING VARIABLE INSURANCE TRUST ING GET U.S. Core Portfolio - Series 1 June 13, 2003
ING SERIES FUND, INC. Brokerage Cash Reserves June 2, 2003 ING Aeltus Money Market Fund June 2, 2003 ING Balanced Fund June 2, 2003 ING Bond Fund June 2, 2003 ING Classic Principal Protection Fund June 2, 2003 ING Classic Principal Protection Fund II June 2, 2003 ING Classic Principal Protection Fund III June 2, 2003 ING Classic Principal Protection Fund IV June 2, 2003 ING Government Fund June 2, 2003 ING Growth Fund June 9, 2003 ING Growth & Income Fund June 9, 2003 ING Index Plus LargeCap Fund June 9, 2003 ING Index Plus MidCap Fund June 9, 2003 ING Index Plus Protection Fund June 2, 2003 ING Index Plus SmallCap Fund June 9, 2003 ING Small Company Fund June 9, 2003 ING Strategic Allocation Balanced Fund June 2, 2003 ING Strategic Allocation Growth Fund June 2, 2003 ING Strategic Allocation Income Fund June 2, 2003 ING Technology Fund June 2, 2003 ING Value Opportunity Fund June 9, 2003 ING VP BALANCED PORTFOLIO, INC. July 7, 2003 ING STRATEGIC ALLOCATION PORTFOLIOS, INC. ING VP Strategic Allocation Growth Portfolio July 7, 2003 ING VP Strategic Allocation Balanced July 7, 2003 Portfolio ING VP Strategic Allocation Income Portfolio July 7, 2003 ING VP BOND PORTFOLIO July 7, 2003 ING VP MONEY MARKET PORTFOLIO July 7, 2003 ING VARIABLE FUNDS ING VP Growth and Income Portfolio July 7, 2003 ING VARIABLE PORTFOLIOS, INC. ING VP Growth Portfolio July 7, 2003 ING VP Index Plus LargeCap Portfolio July 7, 2003 ING VP Index Plus MidCap Portfolio July 7, 2003 ING VP Index Plus SmallCap Portfolio July 7, 2003 ING VP Small Company Portfolio July 7, 2003 ING VP Technology Portfolio July 7, 2003
ING VP VALUE OPPORTUNITY PORTFOLIO July 7, 2003
* This Amended Exhibit A will be effective with respect to this Fund upon the effective date of the initial Registration Statement with respect to the Fund. AMENDED EXHIBIT A
FUND EFFECTIVE DATE ---- -------------- ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Equity and Bond Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Growth Opportunities Fund June 9, 2003 ING LargeCap Growth Fund June 9, 2003 ING Large Company Value Fund June 9, 2003 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Fund June 9, 2003 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1, 2003 ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Fund June 9, 2003 ING Tax Efficient Equity Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING High Yield Opportunity Fund April 7, 2003 ING Intermediate Bond Fund April 7, 2003 ING Lexington Money Market Trust April 7, 2003 ING Money Market Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING Strategic Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series D July 14, 2003 ING GET Fund- Series E July 14, 2003 ING GET Fund- Series G July 14, 2003 ING GET Fund - Series H July 14, 2003 ING GET Fund - Series I July 14, 2003 ING GET Fund - Series J July 14, 2003 ING GET Fund - Series K July 14, 2003 ING GET Fund - Series L July 14, 2003
ING GET Fund - Series M July 14, 2003 ING GET Fund - Series N July 14, 2003 ING GET Fund - Series P July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund- Series R July 14, 2003 ING GET Fund- Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund- Series U July 14, 2003 ING GET Fund - Series V March 13, 2003 ING INVESTMENT FUNDS, INC. ING MagnaCap Fund June 9, 2003 ING INVESTORS TRUST ING Alliance Mid Cap Growth Portfolio January 6, 2003 ING Eagle Asset Value Equity Portfolio January 6, 2003 ING UBS U.S. Balanced Portfolio January 6, 2003 ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003 ING Goldman Sachs Internet Tollkeeper(SM) January 6, 2003 Portfolio ING Limited Maturity Bond Portfolio January 6, 2003 ING Liquid Assets Portfolio January 6, 2003 ING Jennison Equity Opportunities Portfolio January 6, 2003 ING Mercury Focus Value Portfolio January 6, 2003 ING Mercury Fundamental Growth Portfolio January 6, 2003 ING Salomon Brothers All Cap Portfolio January 6, 2003 ING Salomon Brothers Investors Portfolio January 6, 2003 ING AIM Mid Cap Growth Portfolio January 6, 2003 Fund for Life Series January 6, 2003 ING MFS Mid Cap Growth Portfolio January 13, 2003 ING MFS Research Portfolio January 13, 2003 ING MFS Total Return Portfolio January 13, 2003 ING T. Rowe Price Capital Appreciation January 13, 2003 Portfolio ING Developing World Portfolio January 13, 2003 ING Hard Assets Portfolio January 13, 2003 ING Capital Guardian Managed Global January 13,2003 Portfolio ING International Portfolio January 13, 2003 ING JPMorgan Fleming International January 13, 2003 Enhanced EAFE Portfolio ING Marsico Growth Portfolio January 13, 2003 ING Janus Growth and Income Portfolio January 13,2003 ING Janus Special Equity Portfolio January 13, 2003 ING PIMCO Core Bond Portfolio January 13, 2003 ING Van Kampen Global Franchise Portfolio January 13, 2003
ING T. Rowe Price Equity Income Portfolio January 13, 2003 ING Capital Guardian Large Cap Value January 13, 2003 Portfolio ING Capital Guardian Small Cap Portfolio January 13, 2003 ING JPMorgan Fleming Small Cap Equity January 13, 2003 Portfolio ING Van Kampen Real Estate Portfolio January 13, 2003 ING Van Kampen Growth and Income January 13, 2003 Portfolio January 13,2003 ING MAYFLOWER TRUST ING Growth + Value Fund June 9, 2003 ING MUTUAL FUNDS ING Foreign Fund July 1,2003 ING VARIABLE INSURANCE TRUST ING GET U.S. Core Portfolio - Series 1 June 13, 2003 ING SERIES FUND, INC. Brokerage Cash Reserves June 2, 2003 ING Aeltus Money Market Fund June 2, 2003 ING Balanced Fund June 2, 2003 ING Bond Fund June 2, 2003 ING Classic Principal Protection Fund June 2, 2003 ING Classic Principal Protection Fund II June 2, 2003 ING Classic Principal Protection Fund III June 2, 2003 ING Classic Principal Protection Fund IV June 2, 2003 ING Government Fund June 2, 2003 ING Growth Fund June 9, 2003 ING Growth & Income Fund June 9, 2003 ING Index Plus LargeCap Fund June 9, 2003 ING Index Plus MidCap Fund June 9, 2003 ING Index Plus Protection Fund June 2, 2003 ING Index Plus SmallCap Fund June 9, 2003 ING Small Company Fund June 9, 2003 ING Strategic Allocation Balanced Fund June 2, 2003 ING Strategic Allocation Growth Fund June 2, 2003 ING Strategic Allocation Income Fund June 2, 2003 ING Technology Fund June 2, 2003 ING Value Opportunity Fund June 9, 2003 ING VP BALANCED PORTFOLIO, INC. July 7, 2003 ING STRATEGIC ALLOCATION PORTFOLIOS, INC. ING VP Strategic Allocation Growth Portfolio July 7, 2003
ING VP Strategic Allocation Balanced July 7, 2003 Portfolio ING VP Strategic Allocation Income Portfolio July 7, 2003 ING VP BOND PORTFOLIO July 7, 2003 ING VP MONEY MARKET PORTFOLIO July 7, 2003 ING VARIABLE FUNDS ING VP Growth and Income Portfolio July 7, 2003 ING VARIABLE PORTFOLIOS, INC. ING VP Growth Portfolio July 7, 2003 ING VP Index Plus LargeCap Portfolio July 7, 2003 ING VP Index Plus MidCap Portfolio July 7, 2003 ING VP Index Plus SmallCap Portfolio July 7, 2003 ING VP Small Company Portfolio July 7, 2003 ING VP Technology Portfolio July 7, 2003 ING VP Value Opportunity Portfolio July 7, 2003
* This Amended Exhibit A will be effective with respect to this Fund upon the effective date of the initial Registration Statement with respect to the Fund. [ING FUNDS LETTERHEAD] August 28, 2003 Ms. Martha Pierce Mutual Funds Relationship Management The Bank of New York 100 Church Street, 10th Floor New York, NY 10286 Dear Ms. Pierce: Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement and Fund Accounting Agreement each dated January 6, 2003 respectively, and the Cash Reserve Agreement dated March 31, 2003 (each an "Agreement," collectively the "Agreements"), we hereby notify you of the addition of the Funds to be added/included on the Amended Exhibit A to the Agreements as of September 2, 2003 as shown. Please signify your acceptance to provide services under the Agreements with respect to the Amended Exhibit A by signing below. If you have any questions, please contact me at (480) 477-2118. Sincerely, -s- Michael J. Roland --------------------------------- Michael J. Roland Executive Vice President & Chief Financial Officer ACCEPTED AND AGREED TO: The Bank of New York By: -s- IRA R. ROSNER ------------------------- Name: IRA R. ROSNER Title: VICE PRESIDENT, Duly Authorized AMENDED EXHIBIT A
FUND* EFFECTIVE DATE ----- -------------- ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Equity and Bond Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Growth Opportunities Fund June 9, 2003 ING LargeCap Growth Fund June 9, 2003 ING Large Company Value Fund June 9, 2003 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Fund June 9, 2003 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1,2003 ING Principal Protection Fund VIII TBD ING Principal Protection Fund IX TBD ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Fund June 9, 2003 ING Tax Efficient Equity Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING High Yield Opportunity Fund April 7, 2003 ING Intermediate Bond Fund April 7, 2003 ING Lexington Money Market Trust April 7, 2003 ING Money Market Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING Strategic Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series D July 14, 2003 ING GET Fund - Series E July 14, 2003 ING GET Fund - Series G July 14, 2003 ING GET Fund - Series H July 14, 2003 ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to the Funds upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING GET Fund - Series J July 14, 2003 ING GET Fund - Series K July 14, 2003 ING GET Fund - Series L July 14, 2003 ING GET Fund - Series M July 14, 2003 ING GET Fund - Series N July 14, 2003 ING GET Fund - Series P July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund - Series R July 14, 2003 ING GET Fund - Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund - Series U July 14, 2003 ING GET Fund - Series V March 13, 2003 ING INVESTMENT FUNDS, INC. ING MagnaCap Fund June 9, 2003 ING INVESTORS TRUST Fund for Life Series January 6, 2003 ING AIM Mid Cap Growth Portfolio January 6, 2003 ING Alliance Mid Cap Growth Portfolio January 6, 2003 ING American Funds Growth Portfolio September 2, 2003 ING American Funds Growth-Income Portfolio September 2, 2003 ING American Funds International Portfolio September 2, 2003 ING Capital Guardian Large Cap Value Portfolio January 13, 2003 ING Capital Guardian Managed Global Portfolio January 13, 2003 ING Capital Guardian Small Cap Portfolio January 13, 2003 ING Developing World Portfolio January 13, 2003 ING Eagle Asset Value Equity Portfolio January 6, 2003 ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003 ING Goldman Sachs Internet Tollkeeper(SM) January 6, 2003 Portfolio ING Hard Assets Portfolio January 13, 2003 ING International Portfolio January 13, 2003 ING Janus Growth and Income Portfolio January 13, 2003 ING Janus Special Equity Portfolio January 13, 2003 ING Jennison Equity Opportunities Portfolio January 6, 2003 ING JPMorgan Fleming Small Cap Equity January 13, 2003 Portfolio ING Julius Baer Foreign Portfolio January 13, 2003 ING Limited Maturity Bond Portfolio January 6, 2003 ING Liquid Assets Portfolio January 6, 2003 ING Marsico Growth Portfolio January 13, 2003 ING Mercury Focus Value Portfolio January 6, 2003 ING Mercury Fundamental Growth Portfolio January 6, 2003 ING MFS Mid Cap Growth Portfolio January 13, 2003
* This Amended Exhibit A will be effective with respect to the Funds upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING MFS Research Portfolio January 13, 2003 ING MFS Total Return Portfolio January 13, 2003 ING PIMCO Core Bond Portfolio January 13, 2003 ING Salomon Brothers All Cap Portfolio January 6, 2003 ING Salomon Brothers Investors Portfolio January 6, 2003 ING T. Rowe Price Capital Appreciation Portfolio January 13, 2003 ING T. Rowe Price Equity Income Portfolio January 13, 2003 ING UBS U.S. Balanced Portfolio January 6, 2003 ING Van Kampen Global Franchise Portfolio January 13, 2003 ING Van Kampen Growth and Income Portfolio January 13, 2003 ING Van Kampen Real Estate Portfolio January 13, 2003 January 13, 2003 ING MAYFLOWER TRUST ING Growth + Value Fund June 9, 2003 ING MUTUAL FUNDS ING Foreign Fund July 1,2003 ING Global Equity Dividend Fund September 2, 2003 ING VARIABLE INSURANCE TRUST ING GET U.S. Core Portfolio - Series 1 June 13, 2003 ING GET U.S. Core Portfolio - Series 2 September 2, 2003 ING GET U.S. Core Portfolio - Series 3 TBD ING GET U.S. Core Portfolio - Series 4 TBD ING GET U.S. Core Portfolio - Series 5 TBD ING GET U.S. Core Portfolio - Series 6 TBD ING GET U.S. Opportunity Portfolio - Series 1 TBD ING GET U.S. Opportunity Portfolio - Series 2 TBD ING SERIES FUND, INC. Brokerage Cash Reserves June 2, 2003 ING Aeltus Money Market Fund June 2, 2003 ING Balanced Fund June 2, 2003 ING Bond Fund June 2, 2003 ING Classic Principal Protection Fund I June 2, 2003 ING Classic Principal Protection Fund II June 2, 2003 ING Classic Principal Protection Fund III June 2, 2003 ING Classic Principal Protection Fund IV June 2, 2003 ING Government Fund June 2, 2003 ING Growth Fund June 9, 2003 ING Growth & Income Fund June 9, 2003 ING Index Plus LargeCap Fund June 9, 2003 ING Index Plus MidCap Fund June 9, 2003 ING Index Plus Protection Fund June 2, 2003 ING Index Plus SmallCap Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to the Funds upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING Small Company Fund June 9, 2003 ING Strategic Allocation Balanced Fund June 2, 2003 ING Strategic Allocation Growth Fund June 2, 2003 ING Strategic Allocation Income Fund June 2, 2003 ING Technology Fund June 2, 2003 ING Value Opportunity Fund June 9, 2003 ING VP BALANCED PORTFOLIO, INC. July 7, 2003 ING STRATEGIC ALLOCATION PORTFOLIOS, INC. ING VP Strategic Allocation Growth Portfolio July 7, 2003 ING VP Strategic Allocation Balanced Portfolio July 7, 2003 ING VP Strategic Allocation Income Portfolio July 7, 2003 ING VP BOND PORTFOLIO July 7, 2003 ING VP MONEY MARKET PORTFOLIO July 7, 2003 ING VARIABLE FUNDS ING VP Growth and Income Portfolio July 7, 2003 ING VARIABLE PORTFOLIOS, INC. ING VP Growth Portfolio July 7, 2003 ING VP Index Plus LargeCap Portfolio July 7, 2003 ING VP Index Plus MidCap Portfolio July 7, 2003 ING VP Index Plus SmallCap Portfolio July 7, 2003 ING VP Small Company Portfolio July 7, 2003 ING VP Technology Portfolio July 7, 2003 ING VP Value Opportunity Portfolio July 7, 2003
* This Amended Exhibit A will be effective with respect to the Funds upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. [ING FUNDS LETTERHEAD] September 25, 2003 Ms. Martha Pierce Vice President The Bank of New York 100 Church Street, 10th Floor New York, NY 10286 Dear Ms. Pierce: Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement and Fund Accounting Agreement each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (each an "Agreement," collectively the "Agreements"), we hereby notify you of the addition of ING Principal Protection Fund VIII, a newly established fund of ING Equity Trust (the "New Fund") to be included on the Amended Exhibit A to the Agreements as of October 1, 2003 as shown. Please signify your acceptance to provide services under the Agreements with respect to the New Fund by signing below. If you have any questions, please contact me at (480) 477-2118. Sincerely, -s- Michael J. Roland -------------------------------- Michael J. Roland Executive Vice President & Chief Financial Officer ACCEPTED AND AGREED TO: The Bank of New York By: -s- EDWARD G. McGANN ---------------------------------- NAME: EDWARD G. McGANN Title: VICE PRESIDENT, Duly Authorized AMENDED EXHIBIT A
FUND* EFFECTIVE DATE ----- -------------- ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Equity and Bond Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Growth Opportunities Fund June 9, 2003 ING LargeCap Growth Fund June 9, 2003 ING Large Company Value Fund June 9, 2003 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Fund June 9, 2003 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1,2003 ING Principal Protection Fund VIII October 1, 2003 ING Principal Protection Fund IX TBD ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Fund June 9, 2003 ING Tax Efficient Equity Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING High Yield Opportunity Fund April 7, 2003 ING Intermediate Bond Fund April 7, 2003 ING Lexington Money Market Trust April 7, 2003 ING Money Market Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING Strategic Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series D July 14, 2003 ING GET Fund- Series E July 14, 2003 ING GET Fund - Series G July 14, 2003 ING GET Fund- Series H July 14, 2003 ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING GET FUND (CONTINUED) ING GET Fund - Series J July 14, 2003 ING GET Fund - Series K July 14, 2003 ING GET Fund - Series L July 14, 2003 ING GET Fund - Series M July 14, 2003 ING GET Fund - Series N July 14, 2003 ING GET Fund - Series O July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund - Series R July 14, 2003 ING GET Fund - Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund - Series U July 14, 2003 ING GET Fund - Series V March 13, 2003 ING INVESTMENT FUNDS, INC. ING MagnaCap Fund June 9, 2003 ING INVESTORS TRUST Fund for Life Series January 6, 2003 ING AIM Mid Cap Growth Portfolio January 6, 2003 ING Alliance Mid Cap Growth Portfolio January 6, 2003 ING American Funds Growth Portfolio September 2, 2003 ING American Funds Growth-Income Portfolio September 2, 2003 ING American Funds International Portfolio September 2, 2003 ING Capital Guardian Large Cap Value Portfolio January 13, 2003 ING Capital Guardian Managed Global Portfolio January 13, 2003 ING Capital Guardian Small Cap Portfolio January 13, 2003 ING Developing World Portfolio January 13, 2003 ING Eagle Asset Value Equity Portfolio January 6, 2003 ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003 ING Goldman Sachs Internet Tollkeeper(SM) January 6, 2003 Portfolio ING Hard Assets Portfolio January 13, 2003 ING International Portfolio January 13, 2003 ING Janus Growth and Income Portfolio January 13, 2003 ING Janus Special Equity Portfolio January 13, 2003 ING Jennison Equity Opportunities Portfolio January 6, 2003 ING JPMorgan Fleming Small Cap Equity January 13, 2003 Portfolio ING Julius Baer Foreign Portfolio January 13, 2003 ING Limited Maturity Bond Portfolio January 6, 2003 ING Liquid Assets Portfolio January 6, 2003 ING Marsico Growth Portfolio January 13, 2003 ING Mercury Focus Value Portfolio January 6, 2003 ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING INVESTORS TRUST (CONTINUED) ING MFS Mid Cap Growth Portfolio January 13, 2003 ING MFS Research Portfolio January 13, 2003 ING MFS Total Return Portfolio January 13, 2003 ING PIMCO Core Bond Portfolio January 13, 2003 ING Salomon Brothers All Cap Portfolio January 6, 2003 ING Salomon Brothers Investors Portfolio January 6, 2003 ING T. Rowe Price Capital Appreciation Portfolio January 13, 2003 ING T. Rowe Price Equity Income Portfolio January 13, 2003 ING UBS U.S. Balanced Portfolio January 6, 2003 ING Van Kampen Global Franchise Portfolio January 13, 2003 ING Van Kampen Growth and Income Portfolio January 13, 2003 ING Van Kampen Real Estate Portfolio January 13, 2003 January 13, 2003 ING MAYFLOWER TRUST ING Growth + Value Fund June 9, 2003 ING MUTUAL FUNDS ING Foreign Fund July 1, 2003 ING Global Equity Dividend Fund September 2, 2003 ING VARIABLE INSURANCE TRUST ING GET U.S. Core Portfolio - Series 1 June 13, 2003 ING GET U.S. Core Portfolio - Series 2 September 12, 2003 ING GET U.S. Core Portfolio - Series 3 TBD ING GET U.S. Core Portfolio - Series 4 TBD ING GET U.S. Core Portfolio - Series 5 TBD ING GET U.S. Core Portfolio - Series 6 TBD ING GET U.S. Opportunity Portfolio - Series 1 TBD ING GET U.S. Opportunity Portfolio - Series 2 TBD ING SERIES FUND, INC. Brokerage Cash Reserves June 2, 2003 ING Aeltus Money Market Fund June 2, 2003 ING Balanced Fund June 2, 2003 ING Bond Fund June 2, 2003 ING Classic Principal Protection Fund I June 2, 2003 ING Classic Principal Protection Fund II June 2, 2003 ING Classic Principal Protection Fund III June 2, 2003 ING Classic Principal Protection Fund IV June 2, 2003 ING Government Fund June 2, 2003 ING Growth Fund June 9, 2003 ING Growth & Income Fund June 9, 2003 ING Index Plus LargeCap Fund June 9, 2003 ING Index Plus MidCap Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING SERIES FUND, INC. (CONTINUED) ING Index Plus Protection Fund June 2, 2003 ING Index Plus SmallCap Fund June 9, 2003 ING Small Company Fund June 9, 2003 ING Strategic Allocation Balanced Fund June 2, 2003 ING Strategic Allocation Growth Fund June 2, 2003 ING Strategic Allocation Income Fund June 2, 2003 ING Technology Fund June 2, 2003 ING Value Opportunity Fund June 9, 2003 ING VP BALANCED PORTFOLIO, INC. July 7, 2003 ING STRATEGIC ALLOCATION PORTFOLIOS, INC. ING VP Strategic Allocation Growth Portfolio July 7, 2003 ING VP Strategic Allocation Balanced Portfolio July 7, 2003 ING VP Strategic Allocation Income Portfolio July 7, 2003 ING VP BOND PORTFOLIO July 7, 2003 ING VP MONEY MARKET PORTFOLIO July 7, 2003 ING VARIABLE FUNDS ING VP Growth and Income Portfolio July 7, 2003 ING VARIABLE PORTFOLIOS, INC. ING VP Growth Portfolio July 7, 2003 ING VP Index Plus LargeCap Portfolio July 7, 2003 ING VP Index Plus MidCap Portfolio July 7, 2003 ING VP Index Plus SmallCap Portfolio July 7, 2003 ING VP Small Company Portfolio July 7, 2003 ING VP Technology Portfolio July 7, 2003 ING VP Value Opportunity Portfolio July 7, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. [ING FUNDS LETTERHEAD] September 25, 2003 Ms. Martha Pierce Vice President The Bank of New York 100 Church Street, 10th Floor New York, NY 10286 Dear Ms. Pierce: Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement and Fund Accounting Agreement each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (each an "Agreement," collectively the "Agreements"), we hereby notify you of the addition of ING VP Convertible Portfolio, ING VP Disciplined LargeCap Portfolio, ING VP Growth Opportunities Portfolio, ING VP Growth + Value Portfolio, ING VP High Yield Bond Portfolio, ING VP Large Company Value Portfolio, ING VP LargeCap Growth Portfolio, ING VP MagnaCap Portfolio, ING VP MidCap Opportunities Portfolio, ING VP Natural Resources Trust, ING VP SmallCap Opportunities Portfolio, The Asset Allocation Portfolio, The Bond Portfolio, The Money Market Portfolio and The Stock Portfolio, (the "Funds") to be included on the Amended Exhibit A to the Agreements as of October 6, 2003 as shown. Please signify your acceptance to provide services under the Agreements with respect to the Funds by signing below. If you have any questions, please contact me at (480) 477-2118. Sincerely, -s- Michael J. Roland Michael J. Rolan Executive Vice President & Chief Financial Officer ACCEPTED AND AGREED TO: The Bank of New York By: -s- EDWARD G. McGANN ---------------------------------- Name: EDWARD G. McGANN Title: VICE PRESIDENT, Duly Authorized AMENDED EXHIBIT A
FUND* EFFECTIVE DATE ----- -------------- ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Equity and Bond Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Growth Opportunities Fund June 9, 2003 ING LargeCap Growth Fund June 9, 2003 ING Large Company Value Fund June 9, 2003 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Fund June 9, 2003 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1, 2003 ING Principal Protection Fund VIII October 1, 2003 ING Principal Protection Fund IX TBD ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Fund June 9, 2003 ING Tax Efficient Equity Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING High Yield Opportunity Fund April 7, 2003 ING Intermediate Bond Fund April 7, 2003 ING Lexington Money Market Trust April 7, 2003 ING Money Market Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING Strategic Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series D July 14, 2003 ING GET Fund - Series E July 14, 2003 ING GET Fund - Series G July 14, 2003 ING GET Fund - Series H July 14, 2003 ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING GET FUND (CONTINUED) ING GET Fund - Series J July 14, 2003 ING GET Fund - Series K July 14, 2003 ING GET Fund - Series L July 14, 2003 ING GET Fund - Series M July 14, 2003 ING GET Fund - Series N July 14, 2003 ING GET Fund - Series P July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund - Series R July 14, 2003 ING GET Fund - Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund - Series U July 14, 2003 ING GET Fund - Series V March 13, 2003 ING INVESTMENT FUNDS, INC. ING MagnaCap Fund June 9, 2003 ING INVESTORS TRUST Fund for Life Series January 6, 2003 ING AIM Mid Cap Growth Portfolio January 6, 2003 ING Alliance Mid Cap Growth Portfolio January 6, 2003 ING American Funds Growth Portfolio September 2, 2003 ING American Funds Growth-Income Portfolio September 2, 2003 ING American Funds International Portfolio September 2, 2003 ING Capital Guardian Large Cap Value Portfolio January 13, 2003 ING Capital Guardian Managed Global Portfolio January 13, 2003 ING Capital Guardian Small Cap Portfolio January 13, 2003 ING Developing World Portfolio January 13, 2003 ING Eagle Asset Value Equity Portfolio January 6, 2003 ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003 ING Goldman Sachs Internet Tollkeeper(SM) January 6, 2003 Portfolio ING Hard Assets Portfolio January 13, 2003 ING International Portfolio January 13, 2003 ING Janus Growth and Income Portfolio January 13, 2003 ING Janus Special Equity Portfolio January 13, 2003 ING Jennison Equity Opportunities Portfolio January 6, 2003 ING JPMorgan Fleming Small Cap Equity January 13, 2003 Portfolio ING Julius Baer Foreign Portfolio January 13, 2003 ING Limited Maturity Bond Portfolio January 6, 2003 ING Liquid Assets Portfolio January 6, 2003 ING Marsico Growth Portfolio January 13, 2003 ING Mercury Focus Value Portfolio January 6, 2003 ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING INVESTORS TRUST (CONTINUED) ING MFS Mid Cap Growth Portfolio January 13, 2003 ING MFS Research Portfolio January 13, 2003 ING MFS Total Return Portfolio January 13, 2003 ING PIMCO Core Bond Portfolio January 13, 2003 ING Salomon Brothers All Cap Portfolio January 6, 2003 ING Salomon Brothers Investors Portfolio January 6, 2003 ING T. Rowe Price Capital Appreciation Portfolio January 13, 2003 ING T. Rowe Price Equity Income Portfolio January 13, 2003 ING UBS U.S. Balanced Portfolio January 6, 2003 ING Van Kampen Global Franchise Portfolio January 13, 2003 ING Van Kampen Growth and Income Portfolio January 13, 2003 ING Van Kampen Real Estate Portfolio January 13, 2003 January 13, 2003 ING MAYFLOWER TRUST ING Growth + Value Fund June 9, 2003 ING MUTUAL FUNDS ING Foreign Fund July 1,2003 ING Global Equity Dividend Fund September 2, 2003 ING SERIES FUND, INC. Brokerage Cash Reserves June 2, 2003 ING Aeltus Money Market Fund June 2, 2003 ING Balanced Fund June 2, 2003 ING Bond Fund June 2, 2003 ING Classic Principal Protection Fund I June 2, 2003 ING Classic Principal Protection Fund II June 2, 2003 ING Classic Principal Protection Fund III June 2, 2003 ING Classic Principal Protection Fund IV June 2, 2003 ING Government Fund June 2, 2003 ING Growth Fund June 9, 2003 ING Growth & Income Fund June 9, 2003 ING Index Plus LargeCap Fund June 9, 2003 ING Index Plus MidCap Fund June 9, 2003 ING Index Plus Protection Fund June 2, 2003 ING Index Plus SmallCap Fund June 9, 2003 ING Small Company Fund June 9, 2003 ING Strategic Allocation Balanced Fund June 2, 2003 ING Strategic Allocation Growth Fund June 2, 2003 ING Strategic Allocation Income Fund June 2, 2003 ING Technology Fund June 2, 2003 ING Value Opportunity Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING STRATEGIC ALLOCATION PORTFOLIOS, INC. ING VP Strategic Allocation Growth Portfolio July 7, 2003 ING VP Strategic Allocation Balanced Portfolio July 7, 2003 ING VP Strategic Allocation Income Portfolio July 7, 2003 ING VARIABLE FUNDS ING VP Growth and Income Portfolio July 7, 2003 ING VARIABLE INSURANCE TRUST ING GET U.S. Core Portfolio - Series 1 June 13, 2003 ING GET U.S. Core Portfolio - Series 2 September 12, 2003 ING GET U.S. Core Portfolio - Series 3 TBD ING GET U.S. Core Portfolio - Series 4 TBD ING GET U.S. Core Portfolio - Series 5 TBD ING GET U.S. Core Portfolio - Series 6 TBD ING GET U.S. Opportunity Portfolio - Series 1 TBD ING GET U.S. Opportunity Portfolio - Series 2 TBD ING VARIABLE PORTFOLIOS, INC. ING VP Growth Portfolio July 7, 2003 ING VP Index Plus LargeCap Portfolio July 7, 2003 ING VP Index Plus MidCap Portfolio July 7, 2003 ING VP Index Plus SmallCap Portfolio July 7, 2003 ING VP Small Company Portfolio July 7, 2003 ING VP Technology Portfolio July 7, 2003 ING VP Value Opportunity Portfolio July 7, 2003 ING VARIABLE PRODUCTS TRUST ING VP Convertible Portfolio October 6, 2003 ING VP Disciplined LargeCap Portfolio October 6, 2003 ING VP Growth + Value Portfolio October 6, 2003 ING VP Growth Opportunities Portfolio October 6, 2003 ING VP High Yield Bond Portfolio October 6, 2003 ING VP Large Company Value Portfolio October 6, 2003 ING VP LargeCap Growth Portfolio October 6, 2003 ING VP MagnaCap Portfolio October 6, 2003 ING VP MidCap Opportunities Portfolio October 6, 2003 ING VP SmallCap Opportunities Portfolio October 6, 2003 ING VP BALANCED PORTFOLIO, INC. July 7, 2003 ING VP BOND PORTFOLIO July 7, 2003 ING VP MONEY MARKET PORTFOLIO July 7, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING VP NATURAL RESOURCES TRUST October 6, 2003 USLICO SERIES FUND The Asset Allocation Portfolio October 6, 2003 The Bond Portfolio October 6, 2003 The Money Market Portfolio October 6, 2003 The Stock Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. AMENDED EXHIBIT A
Fund* Effective Date ----- -------------- ING EQUITY TRUST ING Convertible Fund June 9, 2003 ING Disciplined LargeCap Fund June 9, 2003 ING Equity and Bond Fund June 9, 2003 ING Financial Services Fund June 9, 2003 ING Growth Opportunities Fund June 9, 2003 ING LargeCap Growth Fund June 9, 2003 ING Large Company Value Fund June 9, 2003 ING MidCap Opportunities Fund June 9, 2003 ING MidCap Value Fund June 9, 2003 ING Principal Protection Fund June 2, 2003 ING Principal Protection Fund II June 2, 2003 ING Principal Protection Fund III June 2, 2003 ING Principal Protection Fund IV June 2, 2003 ING Principal Protection Fund V June 2, 2003 ING Principal Protection Fund VI June 2, 2003 ING Principal Protection Fund VII May 1, 2003 ING Principal Protection Fund VIII October 1, 2003 ING Principal Protection Fund IX TBD ING Real Estate Fund June 9, 2003 ING SmallCap Opportunities Fund June 9, 2003 ING SmallCap Value Fund June 9, 2003 ING Tax Efficient Equity Fund June 9, 2003 ING FUNDS TRUST ING Classic Money Market Fund April 7, 2003 ING GNMA Income Fund April 7, 2003 ING High Yield Bond Fund April 7, 2003 ING High Yield Opportunity Fund April 7, 2003 ING Intermediate Bond Fund April 7, 2003 ING Lexington Money Market Trust April 7, 2003 ING Money Market Fund April 7, 2003 ING National Tax-Exempt Bond Fund April 7, 2003 ING Strategic Bond Fund April 7, 2003 ING GET FUND ING GET Fund - Series D July 14, 2003 ING GET Fund - Series E July 14, 2003 ING GET Fund - Series G July 14, 2003 ING GET Fund - Series H July 14, 2003 ING GET Fund - Series I July 14, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING GET FUND (CONTINUED) ING GET Fund - Series J July 14, 2003 ING GET Fund - Series K July 14, 2003 ING GET Fund - Series L July 14, 2003 ING GET Fund - Series M July 14, 2003 ING GET Fund - Series N July 14, 2003 ING GET Fund - Series P July 14, 2003 ING GET Fund - Series Q July 14, 2003 ING GET Fund - Series R July 14, 2003 ING GET Fund - Series S July 14, 2003 ING GET Fund - Series T July 14, 2003 ING GET Fund - Series U July 14, 2003 ING GET Fund - Series V March 13, 2003 ING INVESTMENT FUNDS, INC. ING MagnaCap Fund June 9, 2003 ING Investors Trust Fund for Life Series January 6, 2003 ING AIM Mid Cap Growth Portfolio January 6, 2003 ING Alliance Mid Cap Growth Portfolio January 6, 2003 ING American Funds Growth Portfolio September 2, 2003 ING American Funds Growth-Income Portfolio September 2, 2003 ING American Funds International Portfolio September 2, 2003 ING Capital Guardian Large Cap Value Portfolio January 13, 2003 ING Capital Guardian Managed Global Portfolio January 13, 2003 ING Capital Guardian Small Cap Portfolio January 13, 2003 ING Developing World Portfolio January 13, 2003 ING Eagle Asset Value Equity Portfolio January 6, 2003 ING FMR(SM) Diversified Mid Cap Portfolio January 6, 2003 ING Goldman Sachs Internet Tollkeeper(SM) January 6, 2003 Portfolio ING Hard Assets Portfolio January 13, 2003 ING International Portfolio January 13, 2003 ING Janus Growth and Income Portfolio January 13, 2003 ING Janus Special Equity Portfolio January 13, 2003 ING Jennison Equity Opportunities Portfolio January 6, 2003 ING JPMorgan Fleming Small Cap Equity January 13, 2003 Portfolio ING Julius Baer Foreign Portfolio January 13, 2003 ING Limited Maturity Bond Portfolio January 6, 2003 ING Liquid Assets Portfolio January 6, 2003 ING Marsico Growth Portfolio January 13, 2003 ING Mercury Focus Value Portfolio January 6, 2003 ING Mercury Fundamental Growth Portfolio January 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING INVESTORS TRUST (CONTINUED) ING MFS Mid Cap Growth Portfolio January 13, 2003 ING MFS Research Portfolio January 13, 2003 ING MFS Total Return Portfolio January 13, 2003 ING PIMCO Core Bond Portfolio January 13, 2003 ING Salomon Brothers All Cap Portfolio January 6, 2003 ING Salomon Brothers Investors Portfolio January 6, 2003 ING T. Rowe Price Capital Appreciation Portfolio January 13, 2003 ING T. Rowe Price Equity Income Portfolio January 13, 2003 ING UBS U.S. Balanced Portfolio January 6, 2003 ING Van Kampen Equity Growth Portfolio January 13, 2003 ING Van Kampen Global Franchise Portfolio January 13, 2003 ING Van Kampen Growth and Income Portfolio January 13, 2003 ING Van Kampen Real Estate Portfolio January 13, 2003 ING MAYFLOWER TRUST ING Growth + Value Fund June 9, 2003 ING MUTUAL FUNDS ING Foreign Fund July 1, 2003 ING Global Equity Dividend Fund September 2, 2003 ING SERIES FUND, INC. Brokerage Cash Reserves June 2, 2003 ING Aeltus Money Market Fund June 2, 2003 ING Balanced Fund June 2, 2003 ING Bond Fund June 2, 2003 ING Classic Principal Protection Fund I June 2, 2003 ING Classic Principal Protection Fund II June 2, 2003 ING Classic Principal Protection Fund III June 2, 2003 ING Classic Principal Protection Fund IV June 2, 2003 ING Government Fund June 2, 2003 ING Growth Fund June 9, 2003 ING Growth & Income Fund June 9, 2003 ING Index Plus LargeCap Fund June 9, 2003 ING Index Plus MidCap Fund June 9, 2003 ING Index Plus Protection Fund June 2, 2003 ING Index Plus SmallCap Fund June 9, 2003 ING Small Company Fund June 9, 2003 ING Strategic Allocation Balanced Fund June 2, 2003 ING Strategic Allocation Growth Fund June 2, 2003 ING Strategic Allocation Income Fund June 2, 2003 ING Technology Fund June 2, 2003 ING Value Opportunity Fund June 9, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING STRATEGIC ALLOCATION PORTFOLIOS, INC. ING VP Strategic Allocation Growth Portfolio July 7, 2003 ING VP Strategic Allocation Balanced Portfolio July 7, 2003 ING VP Strategic Allocation Income Portfolio July 7, 2003 ING VARIABLE FUNDS ING VP Growth and Income Portfolio July 7, 2003 ING VARIABLE INSURANCE TRUST ING GET U.S. Core Portfolio - Series 1 June 13, 2003 ING GET U.S. Core Portfolio - Series 2 September 12, 2003 ING GET U.S. Core Portfolio - Series 3 TBD ING GET U.S. Core Portfolio - Series 4 TBD ING GET U.S. Core Portfolio - Series 5 TBD ING GET U.S. Core Portfolio - Series 6 TBD ING GET U.S. Opportunity Portfolio - Series 1 TBD ING GET U.S. Opportunity Portfolio - Series 2 TBD ING VARIABLE PORTFOLIOS, INC. ING VP Growth Portfolio July 7, 2003 ING VP Index Plus LargeCap Portfolio July 7, 2003 ING VP Index Plus MidCap Portfolio July 7, 2003 ING VP Index Plus SmallCap Portfolio July 7, 2003 ING VP Small Company Portfolio July 7, 2003 ING VP Technology Portfolio July 7, 2003 ING VP Value Opportunity Portfolio July 7, 2003 ING VARIABLE PRODUCTS TRUST ING VP Convertible Portfolio October 6, 2003 ING VP Disciplined LargeCap Portfolio October 6, 2003 ING VP Growth + Value Portfolio October 6, 2003 ING VP Growth Opportunities Portfolio October 6, 2003 ING VP High Yield Bond Portfolio October 6, 2003 ING VP Large Company Value Portfolio October 6, 2003 ING VP LargeCap Growth Portfolio October 6, 2003 ING VP MagnaCap Portfolio October 6, 2003 ING VP MidCap Opportunities Portfolio October 6, 2003 ING VP SmallCap Opportunities Portfolio October 6, 2003 ING VP BALANCED PORTFOLIO, INC. July 7, 2003 ING VP BOND PORTFOLIO July 7, 2003 ING VP MONEY MARKET PORTFOLIO July 7, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund. ING VP NATURAL RESOURCES TRUST October 6, 2003 USLICO SERIES FUND The Asset Allocation Portfolio October 6, 2003 The Bond Portfolio October 6, 2003 The Money Market Portfolio October 6, 2003 The Stock Portfolio October 6, 2003
* This Amended Exhibit A will be effective with respect to each Fund upon the effective date of the post effective amendment to the Trust's Registration Statement with respect to each Fund.