PROPOSAL TWO – APPROVAL OF THE PROPOSED SUB-ADVISORY AGREEMENT

(each an “ING IM Portfolio,” and collectively, the “ING IM Portfolios”)

What is Proposal Two?

Shareholders of the ING IM Portfolios are asked to approve a new investment sub-advisory agreement between ING Investments and ING IM (the “Proposed Sub-Advisory Agreement”) to ensure that existing sub-advisory services can continue uninterrupted through implementation of the Separation Plan. The Proposed Sub-Advisory Agreement would be effective upon shareholder approval or the close of the IPO, whichever is later.

As discussed in the section entitled “Impact of the Separation Plan,” the Separation is likely to result in one or more Change of Control Events each of which will result in the automatic termination of the sub-advisory agreement between ING IM and ING Investments. Therefore, shareholders are also asked to approve any future sub-advisory agreement if, as a result of future Change of Control Events that occur in connection with the Separation Plan, the sub-advisory agreement terminates. Shareholder approval will be deemed to apply to future sub-advisory agreements only if: (1) the sale of common stock of ING U.S. is broadly distributed with no single person acquiring more than 25% of ING U.S.’s outstanding voting securities; (2) the Board approves the future sub-advisory agreements, and (3) the future sub-advisory agreements are not materially different from the agreements that are described in this Proxy Statement. These future agreements will be deemed to be effective upon the closing of a transaction that constitutes a Change of Control Event.

Who is the ING IM Portfolios’ Sub-Adviser?

ING IM serves as the investment sub-adviser to each ING IM Portfolio pursuant to an advisory agreement between the ING IM Portfolio and ING IM (the “Current Sub-Advisory Agreement”). If shareholders approve Proposal Two, ING IM will continue to serve as investment sub-adviser to the ING IM Portfolio. For more information on ING IM and how it will be affected by the Separation Plan, please see the section entitled “Impact of the Separation Plan.”

What are the terms of the Proposed Sub-Advisory Agreement?

The description of the Proposed Sub-Advisory Agreement that follows is qualified in its entirety by reference to the copy of the form of the Proposed Sub-Advisory Agreement included in Appendix G. The Proposed Sub-Advisory Agreement is substantially similar to the Current Sub-Advisory Agreement. As part of a larger effort to update and achieve more consistent investment advisory agreements across the ING Fund Complex, the Proposed Sub-Advisory Agreement contains changes to the specific language used to discuss certain non-material terms. The material terms of the Current and Proposed Sub-Advisory Agreements are discussed in more detail below.

Fees. No changes to the sub-advisory fee schedules for the ING IM Portfolios are anticipated in connection with Proposal Two. ING Investments and not the ING IM Portfolios is responsible for paying any fees due under the Proposed Sub-Advisory Agreement. Appendix H includes the sub-advisory fee schedules for each ING IM Portfolio. Appendix I provides information on the compensation paid to ING IM with respect to advisory services provided to investment companies with similar investment objectives.

Services. No changes to the services provided by ING IM as specified under the Current and Proposed Sub-Advisory Agreements are anticipated in connection with Proposal Two.

Both the Current and Proposed Sub-Advisory Agreements appoint ING IM to act as the investment adviser and manager to each ING IM Portfolio and provide its services in accordance with each ING IM Portfolio’s investment objective(s), policies, and restrictions. Specifically, subject to the supervision of the Board, ING IM will provide a continuous investment program for each ING IM Portfolio and determine in its discretion the composition of the assets of each ING IM Portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the ING IM Portfolio. ING IM will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of each ING IM Portfolio’s assets by determining the securities and other investments that shall be

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purchased, entered into, sold, closed, or exchanged for the ING IM Portfolio, when these transactions should be executed, and what portion of the assets of the ING IM Portfolio should be held in the various securities and other investments in which it may invest. To the extent permitted by the investment policies of each ING IM Portfolio, ING IM shall make decisions for the ING IM Portfolios as to foreign currency matters.

Limitation of Liability. No changes to the limitation of liabilities as specified under the Current and Proposed Sub-Advisory Agreements are anticipated in connection with Proposal Two. Both the Current and Proposed Sub-Advisory Agreements provide that ING IM, any affiliated person of ING IM, and each person, if any, who, controls ING IM shall not be liable for, or subject to any damages, expenses, or losses in connection with, any act or omission connected with or arising out of any services rendered under the Proposed Sub-Advisory Agreement except by reason of willful misfeasance, bad faith, or negligence in the performance of ING IM’s duties, or by reason of reckless disregard of ING IM’s obligations and duties.

Term and Continuance. After an initial two-year term, the Proposed Sub-Advisory Agreement continues in effect from year-to-year so long as such continuance is specifically approved at least annually by: (1) the Board; or (2) the vote of a “majority” (as defined in the 1940 Act) of the ING IM Portfolio’s outstanding voting shares; provided that, in either event, the continuance is also approved by at least a majority of those Directors/Trustees who are neither parties to the Proposed Sub-Advisory Agreement nor “interested persons” (as defined in the 1940 Act) of any such party nor have any interest in the Proposed Sub-Advisory Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. The Current Sub-Advisory Agreement provides for the same terms with respect to term and continuation as the Proposed Sub-Advisory Agreement.

Termination. The Proposed Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty upon sixty days’ written notice to ING IM, by (1) the Board, (2) vote of a majority of outstanding voting securities of an ING IM Portfolio; or (3) ING Investments. ING IM may terminate the Proposed Sub-Advisory Agreement at any time, without the payment of any penalty upon three months written notice unless the ING IM Portfolio or ING Investments’ requests additional time to find a replacement for ING IM, in which case ING IM shall allow the additional time, not to exceed three additional months beyond the initial three-month notice period. ING IM may also terminate the Proposed Sub-Advisory Agreement at any time, without payment of penalty, in the event either ING IM (acting in good faith) or ING Investments ceases to be registered as an investment adviser under the Investment Advisers Act of 1940 or otherwise becomes legally incapable of providing investment management services, or in the event ING Investments becomes bankrupt or otherwise incapable of carrying out its obligations, or in the event that ING IM does not receive compensation for its services as required by the terms of the Proposed Sub-Advisory Agreement. The Current Sub-Advisory Agreement provides for the same terms with respect to termination as the Proposed Sub-Advisory Agreement.

For more information on when the Current Sub-Advisory Agreement was last approved by shareholders, please see Appendix H.

What is the recommendation of the Board?

Based upon its review and after consideration of such factors and information it considered relevant, the Board, including all of the Independent Directors/Trustees present at its January 9, 2013 meeting, approved the Proposal and voted to recommend to shareholders that they approve Proposal Two. The Board is therefore recommending that each ING IM Portfolio’s shareholders vote “FOR” Proposal Two to appoint ING IM as Sub-Adviser to the ING IM Portfolios and implement the Proposed Sub-Advisory Agreement, as discussed in this Proxy Statement. For more information on the factors considered by the Board, please see the section entitled “Separation Plan — Factors Considered by the Board.”

What is the required vote?

Approval of the Proposed Sub-Advisory Agreement by shareholders of an ING IM Portfolio requires the affirmative vote of a “majority of the outstanding voting securities,” which is defined by the 1940 Act to mean the affirmative vote of the lesser of: (1) 67% or more of the voting securities present at the Shareholder Meeting if more than 50% of the outstanding shares are present or represented by proxy; or (2) more than 50% of the outstanding voting securities. Shareholders of each ING IM Portfolio will vote separately on Proposal Two and all shareholders of all classes of shares of an ING IM Portfolio will vote together as a single class on the Proposal.

What happens if shareholders do not approve the Proposal?

If shareholders of an ING IM Portfolio do not approve the Proposed Sub-Advisory Agreement and if no Change of Control Event occurs, ING IM would continue to serve as sub-adviser under the Current Sub-Advisory Agreement. If the shareholders of an ING IM Portfolio do not approve the Proposal, and if a Change of Control Event occurs, the Current Sub-Advisory Agreement would terminate. In that event, ING IM would not be able to serve that ING IM Portfolio as a Sub-Adviser under the Proposed Sub-Advisory Agreement and the Board would need to consider appropriate action, which could include, among other things, appointment of a different Sub-Adviser, or direct management by ING Investments.

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established any specific qualifications that must be met to be considered for nomination as an Independent Director/Trustee; however, the Nominating Committee has identified certain factors to consider. Such factors include: (i) the candidates’ knowledge in matters relating to the mutual fund industry; (2) any experience possessed by the candidate as a director or senior officer of other public companies; (3) the candidate’s educational background, reputation for high ethical standards, and professional integrity; (4) any specific financial, technical, or other expertise possessed by the candidate and the extent to which such expertise would complement the Board’s existing mix of skills, core competencies, and qualifications; (5) the candidate’s perceived ability to contribute to the ongoing functions of the Board, including the candidate’s ability and commitment to attend meetings regularly and work collaboratively with other members of the Board; (6) the candidate’s ability to qualify as an Independent Director/Trustee for purposes of the 1940 Act; and (7) such other factors as the Nominating Committee determines to be relevant in light of the existing composition of the Board and any anticipated vacancies.

Neither the Nominating Committee nor the Board has a formal policy with regard to consideration of diversity in identifying nominees to serve as Independent Directors/Trustees. Rather, as a matter of practice, the Nominating Committee considers the overall diversity of the Board’s composition when identifying candidates. Specifically, the Nominating Committee considers how a particular candidate could be expected to contribute to overall diversity in the backgrounds, race, gender, perspectives, skills and experiences of the Board’s members and thereby enhance the effectiveness of the Board.

Based upon all of the foregoing considerations, the Nominating Committee recommended each of the Nominees to the Board as a candidate for election as a Director/Trustee. At a meeting of the Board held on January 9, 2013, after discussion and further consideration of these matters, the Board voted to nominate each of the Nominees for election by shareholders. Each Nominee has consented to be named in the Proxy Statement and to serve as a Director/Trustee if elected.

Who are the Nominees and what are their qualifications?

Set forth below is pertinent information about each of the Nominees. The Nominees have varied experiences, attributes and skills that may be utilized in overseeing the activities of the Registrants, reviewing contractual arrangements with companies that provide services to the Portfolios, and review Portfolio performance. Among the attributes or skills common to all Nominees are their ability to (1) review critically, evaluate, question, and discuss information provided to them; (2) interact effectively with the other Directors/Trustees, the Adviser, other service providers, counsel, and independent registered public accounting firm; and (3) exercise effective and independent business judgment in the performance of their duties as Director/Trustee. Each Nominee’s ability to perform his or her duties effectively also has been enhanced by his or her educational background, professional training, and/or other life experiences.

Independent Nominees

Colleen D. Baldwin has been a board member of other ING Funds since 2007. Ms. Baldwin has been President of Glantuam Partners, LLC, a business consulting firm, since 2009. Prior to that, she served in senior positions at the following financial services firms: Chief Operating Officer for Ivy Asset Management, Inc. (2002-2004), a hedge fund manager; Chief Operating Officer and Head of Global Business and Product Development for AIG Global Investment Group (1995-2002), a global investment management firm; Senior Vice President at Bankers Trust Company (1994-1995); and Senior Managing Director at J.P. Morgan & Company (1987-1994). Ms. Baldwin holds a B.S. from Fordham University and an M.B.A. from Pace University.

John V. Boyer has been a board member of other ING Funds since 2005. Since 2008, Mr. Boyer has been President of the Bechtler Arts Foundation for which, among his other duties, Mr. Boyer oversees all fiduciary aspects of the Foundation and assists in the oversight of the Foundation’s endowment portfolio. Previously, he served as President and Chief Executive Officer of the Franklin and Eleanor Roosevelt Institute (2006-2007) and as Executive Director of The Mark Twain House & Museum (1989-2006) where he was responsible for overseeing business operations, including endowment portfolios. He also served as a board member of certain predecessor mutual funds of the ING Fund Complex (1997-2005). Mr. Boyer holds a B.A. from University of California, Santa Barbara and an M.F.A. degree from Princeton University.

Patricia W. Chadwick has been a board member of other ING Funds since 2006. Since 2000, Ms. Chadwick has been the Founder and President of Ravengate Partners LLC, a consulting firm that provides advice regarding financial markets and the global economy. She also is a director of Wisconsin Energy Corp. (since 2006), AMICA Mutual Insurance Company (since 1992), and The Royce Funds (since 2009). Previously, she served in senior roles at several major financial services firms where her duties included the management of corporate pension funds, endowments and foundations, as well as management responsibilities for an asset management business. Ms. Chadwick holds a [  ].

Dr. Albert E. DePrince, Jr. has been a Director/Trustee of the Registrants and other ING Funds since 1998, and has been the Independent Chairperson of the Board and the Chairman of the Contracts Committee since 2009. Dr. DePrince has been a professor of Economics and Finance at Middle Tennessee State University since 1991. Prior to joining the faculty at Middle Tennessee State University, Dr. DePrince served in various business positions, including twelve years at Marine Midland Bank in New York City, where he held the positions of Chief Economist and Senior Vice President, and nine years as an economist with the Federal Reserve Bank of New York. Dr. DePrince holds a B.A. in Economics from Bucknell University, an M.A. in Economics from the University of Michigan, and a Ph.D. in Economics from New York University. Dr.

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DePrince also served as Director at the Business and Economic Research Center at Middle Tennessee State University from 1999 to 2002 and has published numerous scholarly papers and journal articles in the areas of financial markets, financial institutions, mutual fund performance and monetary policy.

Peter S. Drotch has been a board member of other ING Funds since 2007. Prior to his retirement in 2000, he was a partner at the accounting firm of PricewaterhouseCoopers LLP, where he was the leader of the firm’s U.S. Investment Management practice group and a member of its global leadership team where he acquired extensive experience with respect to audits and other financial matters relating to registered investment companies. Since his retirement, he also has served on the boards of registered investment companies in other fund complexes (the State Street Research Funds and BlackRock Funds) from 2005 to 2007 and as a consultant with respect to investment company regulatory compliance matters. Mr. Drotch also is a Director of First Marblehead Corporation (student loans) and Tufts Health Plan (health insurance), a Trustee of the University of Connecticut, and a member of the General Council of the Investment Company Institute’s Independent Directors Council. Mr. Drotch holds a B.S. from the University of Connecticut and is a retired Certified Public Accountant.

J. Michael Earley has been a board member of other ING Funds since 2002. Mr. Earley retired in 2008 as President and Chief Executive Officer of Bankers Trust Company, N.A. (Des Moines, Iowa), where he had worked since 1992. He also has served on the boards of directors of that company (1992-2009) and of Midamerica Financial Corporation (2002-2009), and as a board member of certain predecessor mutual funds of the ING Fund Complex (1997-2002). Mr. Earley holds a B.B.A. and J.D. from the University of Iowa.

Martin J. Gavin has been a Director/Trustee of the Registrants and other ING Funds since 2011, and previously served as a Director/Trustee of the Registrants and other ING Funds from 2009 until 2010. Mr. Gavin is currently the President and Chief Executive Officer of the Connecticut Children’s Medical Center. Prior to his position at Connecticut Children’s Medical Center, Mr. Gavin worked in the insurance and investment industries for more than 27 years. Mr. Gavin served in several senior executive positions with The Phoenix Companies during a 16 year period, including as President of Phoenix Trust Operations, Executive Vice President and Chief Financial Officer of Phoenix Duff & Phelps, a publicly-traded investment management company, and Senior Vice President of Investment Operations at Phoenix Home Life. Mr. Gavin holds a B.A. from the University of Connecticut.

Russell H. Jones has been a Director/Trustee of the Registrants and other ING Funds, and is currently the Chairperson of the Compliance Committee. From 1973 until his retirement in 2008, Mr. Jones served in various positions at Kaman Corporation, an aerospace and industrial distribution manufacturer, including Senior Vice President, Chief Investment Officer and Treasurer, Principal Investor Relations Officer, Principal Public Relations Officer and Corporate Parent Treasurer. Mr. Jones served as an Independent Director and Chair of the Contracts Committee for CIGNA Mutual Funds from 1995 until 2005. Mr. Jones also served as President of the Hartford Area Business Economists from 1986 until 1987. Mr. Jones holds a B.A. from the University of Connecticut and an M.A. from the Hartford Seminary.

Patrick W. Kenny has been a board member of other ING Funds since 2005. He previously served as President and Chief Executive Officer (2001-2009) of the International Insurance Society (insurance trade association), Executive Vice President (1998-2001) of Frontier Insurance Group (property and casualty insurance company), Senior Vice President (1995-1998) of SS&C Technologies (software and technology company), Chief Financial Officer (1988-1994) of Aetna Life & Casualty Company (multi-line insurance company), and as Partner (until 1988) of KPMG (accounting firm). Mr. Kenny currently serves (since 2004) on the board of directors of Assured Guaranty Ltd. (provider of financial guaranty insurance) and previously served on the boards of Odyssey Re Holdings Corporation (multi-line reinsurance company) (2006-2009) and of certain predecessor mutual funds of the ING Fund Complex (2002-2005). Mr. Kenny holds a B.B.A. from the University of Notre Dame and an M.S. degree from the University of Missouri and is a Certified Public Accountant.

Joseph E. Obermeyer has been a Director/Trustee of the Registrants and other ING Funds since 2003, and is currently the Chairperson of the Audit Committee and Vice-Chairperson of the Contracts Committee. Mr. Obermeyer is the founder and President of Obermeyer & Associates, Inc., a provider of financial and economic consulting services since 1999. Prior to founding Obermeyer & Associates, Mr. Obermeyer had more than 15 years of experience in accounting, including serving as a Senior Manager at Arthur Andersen LLP from 1995 until 1999. Previously, Mr. Obermeyer served as a Senior Manager at Coopers & Lybrand LLP from 1993 until 1995, as a Manager at Price Waterhouse from 1988 until 1993, and a Second Vice President from 1985 until 1988 at Smith Barney, and as a consultant with Arthur Andersen & Co. from 1984 until 1985. Mr. Obermeyer holds a B.A. in Business Administration from the University of Cincinnati, an M.B.A. from Indiana University and postgraduate certificates from the University of Tilburg and INSEAD.

Sheryl K. Pressler has been a board member of other ING Funds since 2006. Ms. Pressler has served as a consultant on financial matters since 2001. Previously, she held various senior positions involving financial services, including as Chief Executive Officer (2000-2001) of Lend Lease Real Estate Investments, Inc. (real estate investment management and mortgage servicing firm), Chief Investment Officer (1994-2000) of California Public Employees’ Retirement System (state pension fund), and Director of Retirement Funds Management (1981-1994) of McDonnell Douglas Corporation (aircraft manufacturer). Ms. Pressler holds a B.A. from Webster University and an M.B.A. degree from Washington University.

Roger B. Vincent has been a board member of other investment companies in the ING Fund Complex since 2002. Mr. Vincent is a Director of UGI Corporation and UGI Utilities, Inc. (since 2006), and in 2011, retired as President of Springwell

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Corporation (corporate finance firm). He previously worked for 20 years at Bankers Trust Company where he was a Managing Director and a member of the bank’s senior executive committee. He also previously served as a Director of AmeriGas Partners, L.P. (1998-2006), Tatham Offshore, Inc. (1996-2000) and Petrolane, Inc. (1993-1995), and as a board member of certain predecessor funds of the ING Fund Complex (1993-2002). Mr. Vincent is a past board member of the National Association of Corporate Directors and currently serves as a board member of the Mutual Funds Directors Forum. Mr. Vincent holds a B.S. from Yale University and an M.B.A. from Harvard University.

Interested Nominees

Shaun P. Mathews has been a Director/Trustee of the Registrants and a board member of other ING Funds since 2007. He also is President and Chief Executive Officer of ING Investments, LLC (2006 to present). Mr. Mathews previously served as President of ING Mutual Funds and Investment Products (2004-2006) and several other senior management positions in various aspects of the financial services business.

Additional information about each Nominee can be found in Appendix K.

How long will the Directors/Trustees serve on the Board?

If elected, each Nominee will serve as a Director/Trustee until such individual’s death, resignation or retirement or until the election and qualification of a successor. If a Director/Trustee sooner dies, resigns or retires the Board may, in its discretion and subject to the 1940 Act, select another person to fill the vacant position. The Independent Directors/Trustees have adopted a policy which is currently in effect requiring each Independent Director/Trustee to retire from the Board as of the latter of: (1) the March 31 next occurring after the Independent Director/Trustee attains the age of 72; and (2) the date his or her successor is elected or appointed to the Board, provided that each Independent Director/Trustee under the age of 72 as of March 31, 2002 who held office as of that date may, upon the vote of the other Independent Directors/Trustees, be granted up to three one-year extensions commencing as of the March 31 next occurring after he or she attains the age of 72. The retirement policy may, at any time, be suspended by vote of a majority of the Independent Directors/Trustees, which suspension occurred effective April 22, 2010.

The current retirement policy will expire upon the Election Effective Date. The Independent Directors/Trustees have adopted a new retirement policy to be effective on the Election Effective Date requiring each Independent Directors/Trustee to retire, without further action on the part of the Independent Director/Trustee or the Board as of the close of business on December 31 of the calendar year in which such Independent Director/Trustee attains the age of 73 (the “Retirement Date”); provided, however, by vote of a majority of the other Independent Directors/Trustees, the Retirement Date for an Independent Director/Trustee may be extended to a later date if, as a result of such retirement, the Registrant would be required to hold a meeting of shareholders to appoint a successor or otherwise comply with applicable law, in which case the Independent Director/Trustee shall continue to be a member of the Board until the date of the shareholder meeting or until such time as the shareholder meeting is no longer required (as determined by vote of a majority of the other Independent Directors/Trustees).

Do the Independent Directors/Trustees and Nominees own shares of the Portfolios or certain affiliate entities?

The Board has adopted a policy (the “Investment Policy”) whereby each Independent Director/Trustee is required to invest, directly or indirectly, at least $100,000 (at cost) in one or more ING Funds under the purview of the Board within a three-year time period after becoming an Independent Director/Trustee. The Board believes that the Investment Policy further aligns the interests of the Independent Directors/Trustees with those of shareholders and, therefore, enhances the ability of the Independent Directors/Trustees to represent the interests of shareholders.

Appendix L provides the dollar value of all shares of each Portfolio and of all ING Funds held directly or indirectly by each Independent Director/Trustee and each Nominee as of a recent date. [To the best of the Portfolios’ knowledge, as of [February 1, 2013], no Independent Director/Trustee or Nominee owned 1% or more of the outstanding shares of any class of a Portfolio, and the Independent Directors/Trustees, Nominees, and Officers of the Portfolios owned, as a group, less than 1% of the shares of each class of each Portfolio.] [As of [February 1, 2013], none of the Independent Directors/Trustees, Nominees, or their immediate family members owned any shares of ING Investments or principal underwriter or of any entity controlling, controlled by or under common control with ING Investments or principal underwriter of the Portfolios (not including registered investment companies).]

How is the Board Structured?

Overall responsibility for oversight of the Registrants and the Portfolios rests with the Board. The Board has engaged ING Investments to manage the Portfolios on a day-to-day basis. The Board is responsible for overseeing ING Investments and other service providers in the operation of the Registrants in accordance with the provisions of the 1940 Act, the applicable provisions of state law, other applicable laws and the Registrants’ charters and By-laws. The Board is currently composed of six members, five of whom are Independent Directors/Trustees, who have varied experiences, attributes and skills. The Board currently conducts regular meetings four (4) times a year. In addition, the Board holds special in-person or telephonic meetings or informal conference calls, as necessary, to discuss specific matters that may arise or require action between regular meetings. The Independent Directors/Trustees have engaged independent legal counsel to assist them in

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performing their oversight responsibilities. As discussed below, the Board has established four committees to assist the Board in performing its oversight responsibilities.

Under the terms of the charter of the Contracts Committee, the Independent Director/Trustee selected to serve as the Chairperson of the Contracts Committee also serves as the chairperson of the Board (the “Independent Chairman”). The Independent Chairman serves as an advocate for the other Independent Directors/Trustees in communications with management on a broad range of matters and as a liaison with service providers, officers, attorneys, and other Directors/Trustees generally between meetings of the Board. The Independent Chairman may perform such other functions as may be provided by the Board from time to time, including participation in the preparation of the agenda for meetings of the Board and the identification of information to be presented to the Board with respect to matters to be acted upon by the Board. The designation of an individual as the Independent Chairman does not impose on such Independent Director/Trustee any duties, obligations or liabilities greater than the duties, obligations or liabilities imposed on such person as a member of the Board, generally.

The Board believes that the current leadership structure of the Board is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview, and it allocates areas of responsibility among committees of Directors/Trustees and the full Board in a manner reasonably designed to enhance effective oversight by the Board. The leadership structure of the Board may be changed, at any time and in the discretion of the Board, including in response to changes in circumstances or the characteristics of the Registrants and the Portfolios.

The Registrants and the Portfolios are subject to a number of risks, including investment, compliance, operational, and valuation risks. Day-to-day risk management functions are subsumed within the responsibilities of the ING Investments, the Sub-Advisers and other service providers (depending on the nature of the risk), who carry out the Portfolios’ investment management and business affairs. ING Investments, the Sub-Advisers and other service providers each have their own independent interest in risk management, and their policies and methods of carrying out risk management functions will depend, in part, on their individual priorities, resources and controls. Risk oversight forms part of the Board’s general oversight of the Registrants and the Portfolios and is addressed as part of various Board and Committee activities. The Board recognizes that it is not possible to identify all of the risks that may affect a Portfolio or to develop processes and controls to eliminate or mitigate their occurrence or effects. As part of its regular oversight of the Registrants and the Portfolios, the Board, directly or through a Committee, interacts with and reviews reports from, among others, ING Investments, the Sub-Advisers, the Chief Compliance Officer (“CCO”) of the Portfolios, the independent registered public accounting firm for the Portfolios, ING Investments’ Chief Risk Officer, and internal auditors for ING Investments and its affiliates, as appropriate, regarding risks faced by the Portfolios and relevant risk functions. The Board, with the assistance of its Contracts Committee, reviews investment policies and risks in connection with its review of the Portfolios’ performance. The Board has appointed a CCO who oversees the testing of the Portfolios’ compliance program and reports to the Board regarding compliance matters for the Portfolios and their principal service providers. In addition, as part of the Board’s periodic review of the Portfolios’ advisory, sub-advisory and other service provider agreements, the Board may consider risk management aspects of their operations and the functions for which they are responsible. With respect to valuation, the Board oversees a management valuation team comprised of officers of ING Investments, has approved and periodically reviews valuation policies applicable to valuing Portfolio shares and has established a valuation committee of Directors/Trustees. The Board may, at any time and in its discretion, change the manner in which it conducts its risk oversight role.

Board Committees

As noted above, the Board has established a standing Contracts Committee, a standing Audit Committee, a standing Compliance Committee, and a standing Nominating Committee to assist the Board in the oversight and direction of the business and affairs of the Registrants and the Portfolios. Each such Committee operates pursuant to a charter approved by the Board and is chaired by an Independent Director/Trustee. Each of the Committees is comprised solely of all the Independent Directors/Trustees.

Audit Committee. The Board has established an Audit Committee whose function includes, among other things, meeting with the independent registered public accounting firm of the Registrants to review the scope of the Registrants’ audit, the Registrants’ financial statements and interim accounting controls, and to meet with management concerning these matters. The Audit Committee currently consists of five Independent Directors/Trustees. The following Directors/Trustees serve as members of the Audit Committee: Dr. DePrince, Mr. Gavin, Mr. Jones, Mr. Koch, and Mr. Obermeyer. Mr. Obermeyer currently serves as Chairperson and Mr. Gavin currently serves as Vice Chairperson of the Audit Committee. The Audit Committee meets regularly four times per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Audit Committee held four meetings during the fiscal year ended December 31, 2012.

Contracts Committee. The Board has established a Contracts Committee whose function is to provide a forum for the members to consider, evaluate and make recommendations to the full Board concerning: (1) contractual arrangements with service providers to the Portfolios; (2) matters in which ING Investments or any affiliated entity has an actual or potential conflict of interest with the Portfolios or their shareholders; (3) the performance of the Portfolios and investment strategies used in managing the portfolios of the Portfolios; and (4) a variety of governance related matters. Annually, the Contracts

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Committee conducts an evaluation of the performance of the Board and its Committees, including the effectiveness of the Board’s Committee structure and the effectiveness of the Board in overseeing the number of Portfolios under its purview. As part of the annual self-evaluation, the Contracts Committee reviews the mix of experience, attributes and skills of the Directors/Trustees. The Contracts Committee currently consists of five Independent Directors/Trustees. The following Directors/Trustees serve as members of the Contracts Committee: Dr. DePrince, Mr. Gavin, Mr. Jones, Mr. Koch, and Mr. Obermeyer. Dr. DePrince currently serves as Chairperson and Mr. Obermeyer currently serves as Vice Chairperson of the Contracts Committee. The Contracts Committee meets regularly six times per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Contracts Committee held seven meetings during the fiscal year ended December 31, 2012.

Nominating Committee. The Board has established a Nominating Committee for the purpose of considering and presenting to the Board candidates it proposes for nomination to fill Independent Director/Trustee vacancies on the Board. The Nominating Committee currently consists of five Independent Directors/Trustees. The following Directors/Trustees serve as members of the Nominating Committee: Dr. DePrince, Mr. Gavin, Mr. Jones, Mr. Koch, and Mr. Obermeyer. Mr. Obermeyer serves as Chairperson of the Nominating Committee. When considering potential nominees to fill vacancies on the Board, the Nominating Committee reviews the mix of experience, attributes and skills of the Directors/Trustees. The Nominating Committee is willing to consider nominations for vacancies received from shareholders in the same manner as it reviews its own nominees. Shareholders wishing to submit a nomination for Director/Trustee at an annual or special meeting of shareholders must provide such recommendation in a sufficiently timely manner (and in any event no later than the date specified for receipt of shareholder proposals in any applicable proxy statement with respect to the Portfolios) in writing to the Nominating Committee, c/o the Secretary of the Portfolios, 7337 East Doubletree Ranch Road, Suite 100, Scottsdale, Arizona 85258. Any such recommendation made by such shareholder must contain information for the Nominating Committee to make an assessment of the candidate’s suitability for the position of Independent Director/Trustee. The Nominating Committee holds meetings as necessary by telephone or in person to discuss specific matters that are within the scope of the Committee’s charter. The Nominating Committee held no meetings during the fiscal year ended December 31, 2012.

Compliance Committee. The Board has established a Compliance Committee for the purposes of: (1) providing oversight with respect to compliance by the Portfolios and their service providers with applicable laws, regulations and internal policies and procedures affecting the operations of the Portfolios; and (2) to serve as a committee, and in such capacity to receive, retain and act upon reports of evidence of possible material violations of applicable U.S. federal or state securities laws and breaches of fiduciary duty arising under U.S. federal or state laws. The Compliance Committee currently consists of five Independent Directors/Trustees. The following Directors/Trustees serve as members of the Compliance Committee: Dr. DePrince, Mr. Gavin, Mr. Jones, Mr. Koch, and Mr. Obermeyer. Mr. Jones currently serves as Chairperson and Mr. Koch currently serves as Vice Chairperson of the Compliance Committee. The Compliance Committee meets regularly four times per year and may hold special meetings by telephone or in person to discuss specific matters that may require action prior to the next regular meeting. The Compliance Committee held four meetings during the fiscal year ended December 31, 2012.

Indemnification of Directors/Trustees

Each Director/Trustee is entitled to be indemnified and held harmless by the Registrants from and against liabilities and expenses (“Liabilities”) the Director/Trustee may incur by reason of serving as a Director/Trustee, other than Liabilities the Director/Trustee would otherwise be subject to by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of duties (referred to as “Disabling Conduct”). The Registrants maintain errors and omissions and officers and directors liability insurance for the benefit of the Registrants and their officers and each Director/Trustee (“D&O Insurance”).  Under the terms of the D&O Insurance, the Registrants are entitled to recover amounts paid by the Registrants to indemnify each Director/Trustee for Liabilities, subject to a deductible applicable to each claim (the “Deductible”) and limitations on the aggregate amount of coverage.  In circumstances in which the Registrants are unable to indemnify a Director/Trustee for Liabilities (e.g., if the Registrant has no assets), the Director/Trustee is entitled to make a claim directly under the D&O Insurance, which claim is not subject to the Deductible.  An affiliate of ING Investments has undertaken to indemnify the Registrants and the Independent Directors/Trustees with respect to Liabilities to the extent a party cannot recover amounts under the D&O Insurance because of the Deductible.  In addition, ING Investments has provided assurances to the Independent Directors/Trustees that ING Investments or an affiliate will enter into an agreement to indemnify and hold harmless each Independent Director/Trustee from and against Liabilities that may arise in connection with a civil claim brought against the Independent Director/Trustee arising from disclosure in the Registrants’ registration statements. The indemnification would apply only if (1) protection for the Liabilities is not available to the Independent Director/Trustee from the Registrants or under the D&O Insurance, (2) the Independent Director/Trustee has not engaged in Disabling Conduct, and (3) such indemnification is otherwise allowable under applicable law.

How will the committee structure change upon the creation of the Consolidated Board?

As noted above, the Board has determined that the committee structure currently utilized by the Other Board is well suited for oversight of the operations of the Portfolios and other funds in the ING Fund Complex. Accordingly, it is anticipated that, on or after the Election Effective Date, the Consolidated Board will take action to establish the same committee structure with respect to the Portfolios (the “New Committee Structure”). As part of the New Committee Structure,

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the Consolidated Board is expected to establish the following Committees: an Audit Committee, a Compliance Committee, a Contracts Committee, an Investment Review Committee for Domestic Equity Funds, an Investment Review Committee for International/Balanced/Fixed Income Funds, and a Nominating and Governance Committee. A description of each committee (and the anticipated membership of such committees) is set forth in Appendix M to this Proxy Statement.

What are the Directors/Trustees paid for their services?

Each Portfolio pays each Independent Director/Trustee a pro ratashare: (1) an annual retainer of $66,000; (2) $7,500 for each in person meeting of the Board; (3) $7,500 for each Contracts Committee attended in person; (4) $3,500 per attendance of any Committee meeting (except Contracts Committee) held in conjunction with a meeting of the Board and $5,000 for meetings (except Contracts Committee) not held in conjunction with a meeting of the Board; (5) $2,500 per telephonic meeting; (6) $50,000 annual fee to the Chairperson of the Contracts Committee (who also serves as the Independent Chairman), $15,000 annual fee to the Chairpersons of the Audit and Compliance Committees, $5,000 annual fee to the Chairperson of the Nominating Committee (for periods in which the Committee has operated); and (7) $25,000 annual fee to the Vice Chairperson of the Contracts Committee and $7,500 annual fee to the Vice Chairperson of both the Audit and Compliance Committees. The pro rata share paid by each Portfolio is based on the Portfolio’s average net assets as a percentage of the average net assets of all the ING Funds for which the Directors/Trustees serve in common as Directors/Trustees.

Beginning on or about the Election Effective Date, it is anticipated that each Portfolio will pay a pro rata share (as described below) of the following compensation: (1) an annual retainer of $200,000; (2) an additional annual retainer of $80,000 to the Chairperson of the Board; (3) an additional annual retainer of $25,000, $30,000, $65,000, $25,000, $30,000 and $25,000 to the chairpersons of the Nominating and Governance Committee, Investment Review Committee for Domestic Equity Funds, Contracts Committee, Audit Committee, Investment Review Committee for International/Balanced/Fixed Income Funds, and Compliance Committee (each as described in Appendix M), respectively; (4) $10,000 per attendance at any of the regularly scheduled meetings (four quarterly meetings, two auxiliary meetings, and two annual contract review meetings); and (5) out-of-pocket expenses. The Board at its discretion may from time to time designate other special meetings as subject to an attendance fee in the amount of $5,000 for special in person meetings and $2,500 for special telephonic meetings. The pro rata share paid by each Portfolio will be based on the Portfolio’s average net assets as a percentage of the average net assets of all the funds in the ING Fund Complex.

Appendix N details the compensation paid to the Directors/Trustees by each Portfolio and by the all the funds in the ING Fund Complex.

How often does the Board meet?

The Board currently conducts regular meetings four times a year. In addition, the Board holds special in-person or telephonic meetings or informal conference calls, as necessary, to discuss specific matters that may arise or require action between regular meetings.

Consistent with current practices of the Other Board, the Consolidated Board is expected to meet eight times a year. It is anticipated that six of these regular meetings will consist of sessions held over a two-day period and two of these meetings will consist of one-day sessions. In addition, during the course of the year, the Consolidated Board and many of its committees may hold special meetings by telephone or in person to discuss specific matters that require action prior to the next regular meetings.

Who are the officers of the Registrants?

The Registrants’ officers are elected by the Board and hold office until they resign, are removed, or are otherwise disqualified to serve. The executive officers of the Registrants, together with such person’s position with the Registrants and principal occupation for the last five years, are listed in Appendix O.

What are the officers paid for their services?

The Portfolios do not pay their officers for the services they provide to the Portfolios. Instead, the officers who are also officers or employees of ING Investments or its affiliates are compensated by ING Investments or its affiliates.

What is the Board’s Recommendation

After consideration of the above factors and other information it considered relevant, the Board, including all of the Independent Directors/Trustees, approved the nomination of each of the Nominees. The Board is recommending that the Shareholders vote “FOR” each of the Nominees.

What is the required vote?

Shareholders of each series of a Registrant will vote collectively as a single class on the election of each Nominee. The election of each Nominee must be approved by the affirmative vote of a plurality of the shares of each Registrant voting at the Shareholder Meeting at which a quorum is present. Shareholders who vote “FOR” Proposal Three will vote “FOR” each Nominee. Those shareholders who wish to withhold their vote on any specific Nominee(s) may do so on the Proxy Ballot or Voting Instruction Card.

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Directors/Trustees, considered certain information and representations provided by ING Investments. Further, the Independent Directors/Trustees were advised by independent legal counsel with respect to these matters.

After carefully considering the Portfolios’ contractual arrangement under which ING Investments has been engaged as an investment adviser, and ING Investments’ experience in recommending and monitoring sub-advisers, the Board believes that it is appropriate to allow the recommendation, supervision and evaluation of wholly owned sub-advisers to be conducted by ING Investments. The Board also believes that this approach would be consistent with shareholders’ expectations that ING Investments will use its expertise to recommend to the Board qualified candidates to serve as sub-advisers regardless of whether they are wholly owned or unaffiliated.

The Board will continue to provide oversight of the sub-adviser selection and engagement process. The Board, including a majority of the Independent Directors/Trustees, will continue to evaluate and consider for approval of all new or amended sub-advisory agreements for wholly owned sub-advisers. In addition, under the 1940 Act and the terms of the sub-advisory agreements, the Board, including a majority of the Independent Directors/Trustees, are required to annually review and consider for renewal of any such agreement after the initial term. Upon entering into, renewing or amending a sub-advisory agreement, ING Investments and the sub-adviser have a legal duty to provide to the Board information on pertinent factors.

The Board also considered that shareholder approval of Proposal Four will not result in an increase or decrease in the total amount of investment advisory fees paid by the Portfolios to ING Investments. When engaging sub-advisers and entering into sub-advisory agreements, ING Investments has negotiated and will continue to negotiate fees with sub-advisers. These fees are paid directly by ING Investments and not by the Portfolios. Therefore, any fee reduction or increase negotiated by ING Investments may be either beneficial or detrimental to ING Investments. The fees paid by the Portfolios to ING Investments and the fees paid by ING Investments to the sub-adviser are considered by the Board in approving and renewing the investment management and sub-advisory agreements. Any increase in the investment management fee paid to ING Investments by the Portfolios would continue to require shareholder approval. If shareholders approve Proposal Four, ING Investments, pursuant to the Current and Proposed Advisory Agreements and other agreements, will continue to provide the same level of management and administrative services to the Portfolios as it is currently providing.

The Board concluded that it is appropriate to provide ING Investments and the Board with maximum flexibility to recommend, supervise and evaluate sub-advisers, including wholly owned sub-advisers, without incurring the unnecessary delay or expense of obtaining shareholder approval. This process will allow the Portfolios to operate more efficiently. Currently, to appoint a wholly owned sub-adviser to a Portfolio or to materially amend a sub-advisory agreement with a wholly owned sub-adviser, the Portfolio must call and hold a shareholder meeting, create and distribute proxy materials, and solicit proxy votes from the Portfolio’s shareholders. In addition, if a wholly owned sub-adviser to a Portfolio is acquired or there is a change of control of the wholly owned sub-adviser that results in the “assignment” of the sub-advisory agreement with ING Investments, the Registrants currently must seek approval of a new sub-advisory agreement from shareholders of each Portfolio, even when there will be no change in the persons managing the Portfolio. This process is time-consuming and costly, and some of the costs may be borne by each Portfolio. Without the delay inherent in holding a shareholder meeting, ING Investments and the Portfolios would be able to act more quickly to appoint a wholly owned sub-adviser with less expense when the Board and ING Investments believe that the appointment would benefit the Portfolios.

What is the required vote?

Approval of Proposal Four by shareholders of a Portfolio requires the affirmative vote of a “majority of the outstanding voting securities,” which is defined by the 1940 Act to mean the affirmative vote of the lesser of: (1) 67% or more of the voting securities present at the Shareholder Meeting if more than 50% of the outstanding shares are present or represented by proxy; or (2) more than 50% of the outstanding voting securities. Shareholders of each Portfolio will vote separately on Proposal Four and all shareholders of all classes of shares of a Portfolio will vote together as a single class on the Proposal.

What happens if shareholders do not approve Proposal Four?

If shareholders of a Portfolio do not approve the Modified Manager-of-Managers Policy, it will not be implemented and the Portfolios will continue to obtain shareholder approval to enter into or materially amend sub-advisory agreements with wholly owned sub-advisers, unless otherwise permitted under the 1940 Act. The Portfolios and ING Investments would continue to rely on the Existing Relief with respect to unaffiliated sub-advisers regardless of whether the SEC issues the Amended Relief.

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APPENDIX A: PORTFOLIO MANAGERS

The following table sets forth the portfolio managers responsible for the day-to-day management of the Portfolios.

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APPENDIX C: FEES PAID TO AFFILIATESEXPENSES OF THE ADVISER

PORTFOLIO

retention and disposition thereof, or any offering thereof, in accordance with the Series’ investment objective or objectives and policies as stated in the [Trust/Company]’s Registration Statement. The Adviser shall take the following actions in respect of the performance by the Sub-Adviser of its obligations in respect of the Fund:

(a)Periodically monitor and evaluate the performance of the Sub-Advisers with respect to the investment objectives and policies of the Series, including without limitation, perform periodic detailed analysis and review of the Sub-Adviser’s investment performance in respect of the Series and in respect of other accounts managed by the Sub-Adviser with similar investment strategies;;

(b)prepare and present periodic reports to the Board of [Trustee/Director]s regarding the investment performance of the Sub-Adviser and other information regarding the Sub-Adviser, at such times and in such forms as the Board of [Trustee/Director]s may reasonably request;

(c)review and consider any changes in the personnel of the Sub-Adviser responsible for performing the Sub-Adviser’s obligations and make appropriate reports to the Board of [Trustee/Director]s;

(d)review and consider any changes in the ownership or senior management of the Sub-Adviser and make appropriate reports to the Board of [Trustee/Director]s;

(e)perform periodic in-person or telephonic diligence meetings with representatives of the Sub-Adviser;

(f)supervise Sub-Advisers with respect to the services that each such Sub-Adviser provides under each Sub-Adviser’s respective portfolio management agreement (each, a “Sub-Adviser Agreement”);

(g)assist the Board of [Trustee/Director]s and management of the Trust in developing and reviewing information with respect to the initial approval of the Sub-Adviser Agreement with the Sub-Adviser and annual consideration of the agreement thereafter;

(h)monitor the Sub-Advisers for compliance with the investment objective or objectives, policies and restrictions of each Series, the 1940 Act, Subchapter M of the Internal Revenue Code, and if applicable, regulations under such provisions, and other applicable laws;

(i)If appropriate, analyze and recommend for consideration by the [Trust/Company]’s Board of [Trustee/Director]s termination of a Sub-Adviser Agreement under which the Sub-Adviser provides investment advisory services to one or more of the Series;

(j)identify potential successors to or replacements of the Sub-Adviser or potential additional Sub-Advisers, perform appropriate due diligence, and develop and present to the Board of [Trustee/Director]s a recommendation as to any such successor, replacement, or additional Sub-Adviser;

(k)designate and compensate from its own resources such personnel as the Adviser may consider necessary or appropriate to the performance of its services hereunder; and

(l)perform such other review and reporting functions as the Board of [Trustee/Director]s shall reasonably request consistent with this Agreement and applicable law.

4.Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the [Trust/Company]’s Board of [Trustee/Director]s, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale, or any offering, of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the [Trust/Company]’s Registration Statement filed with the SEC, as amended. Furthermore:

(a)The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the [Trust/Company] or counsel to the Adviser.

(b)The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the [Trust/Company]’s Board of [Trustee/Director]s, and the provisions of the Registration Statement.

(c)On occasions when the Adviser deems the purchase or sale of a security to be in the interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and

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any applicable procedures adopted by the [Trust/Company]’s Board of [Trustee/Director]s, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the [Trust/Company] and to such other clients.

(d)In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the [Trust/Company] on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the [Trust/Company]’s custodian.

(e)The Adviser will assist the custodian or portfolio accounting agent for the [Trust/Company] in determining, consistent with the procedures and policies stated in the Registration Statement for the [Trust/Company] and any applicable procedures adopted by the [Trust/Company]’s Board of [Trustee/Director]s, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser.

(f)The Adviser will make available to the [Trust/Company], promptly upon request, any of the Series’ or the Adviser’s investment records and ledgers as are necessary to assist the [Trust/Company] in complying with the requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the [Trust/Company] are being conducted in a manner consistent with applicable laws and regulations.

(g)The Adviser will regularly report to the [Trust/Company]’s Board of [Trustee/Director]s on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the [Trust/Company]’s Board of [Trustee/Director]s with respect to the Series such periodic and special reports as the [Trustee/Director]s may reasonably request.

(h)In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the [Trust/Company], which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligations to the [Trust/Company], by other aspects of the portfolio execution services offered. Subject to such policies as the Board of [Trustee/Director]s may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of [Trustee/Director]s of the [Trust/Company] indicating the broker-dealers to which such allocations have been made and the basis therefor.

5.Conformity with Applicable Law. The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Registration Statement of the [Trust/Company] and with the instructions and directions of the Board of [Trustee/Director]s of the [Trust/Company] and will conform to, and comply with, the requirements of the 1940 Act and all other applicable federal and state laws and regulations.

6.Exclusivity. The services of the Adviser to the [Trust/Company] under this Agreement are not to be deemed exclusive, and the Adviser, or any affiliate thereof, shall be free to render similar services to other investment companies and other clients (whether or not their investment objectives and policies are similar to those of any of the Series) and to engage in other activities, so long as its services hereunder are not impaired thereby.

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7.Records. The [Trust/Company] agrees to maintain and to preserve for the periods prescribed under the 1940 Act any such records as are required to be maintained by the [Trust/Company] with respect to the Series by the 1940 Act. The Adviser further agrees that all records of the Series are the property of the [Trust/Company] and, to the extent held by the Adviser, it will promptly surrender any of such records upon request.