Contract

Exhibit 4 FORM OF AGREEMENT AND PLAN OF REORGANIZATION THIS AGREEMENT AND PLAN OF REORGANIZATION (the “Agreement”) is madeas of this March 30, 2006, by and between ING Series Fund, Inc., a Marylandcorporation with its principal place of business at 7337 East Doubletree RanchRoad, Scottsdale, Arizona 85258-2034 (the “Company”), on behalf of its series,ING Balanced Fund (the “Acquiring Fund”), and ING Equity Trust, a Massachusettsbusiness trust with its principal place of business at 7337 East DoubletreeRanch Road, Scottsdale, Arizona 85258-2034 (the “Trust”), on behalf of itsseries, ING Convertible Fund (the “Acquired Fund”). This Agreement is intended to be and is adopted as a plan ofreorganization and liquidation within the meaning of Section 368(a)(1) of theUnited States Internal Revenue Code of 1986, as amended (the “Code”). Thereorganization (the “Reorganization”) will consist of the transfer of all of theassets of the Acquired Fund to the Acquiring Fund in exchange solely for ClassA, Class B and Class C voting shares of common stock of the Acquiring Fund (the”Acquiring Fund Shares”), the assumption by the Acquiring Fund of theliabilities of the Acquired Fund described in paragraph 1.3, and thedistribution of the Acquiring Fund Shares to the shareholders of the AcquiredFund in complete liquidation of the Acquired Fund as provided herein, all uponthe terms and conditions hereinafter set forth in this Agreement. WHEREAS, the Acquired Fund and the Acquiring Fund are series ofopen-end, registered investment companies of the management type, and theAcquired Fund owns securities which generally are assets of the character inwhich the Acquiring Fund is permitted to invest; and WHEREAS, the Board of Directors of the Company has determined thatthe exchange of all of the assets of the Acquired Fund for Acquiring Fund Sharesand the assumption of the liabilities of the Acquired Fund, as described inparagraph 1.3 herein, by the Acquiring Fund is in the best interests of theAcquiring Fund and its shareholders and that the interests of the existingshareholders of the Acquiring Fund would not be diluted as a result of thistransaction; and WHEREAS, the Board of Trustees of the Trust has determined that theexchange of all of the assets of the Acquired Fund for Acquiring Fund Shares andthe assumption of the liabilities of the Acquired Fund by the Acquiring Fund, asdescribed in paragraph 1.3 herein, is in the best interests of the Acquired Fundand its shareholders and that the interests of the existing shareholders of theAcquired Fund would not be diluted as a result of this transaction. NOW, THEREFORE, in consideration of the premises and of the covenantsand agreements hereinafter set forth, the parties hereto covenant and agree asfollows:1. TRANSFER OF ASSETS OF THE ACQUIRED FUND TO THE ACQUIRING FUND IN EXCHANGE FOR THE ACQUIRING FUND SHARES, THE ASSUMPTION OF ALL KNOWN ACQUIRED FUND LIABILITIES AND THE LIQUIDATION OF THE ACQUIRED FUND 1.1. Subject to the requisite approval of the Acquired Fundshareholders and the other terms and conditions herein set forth and on thebasis of the representations and warranties contained herein, the Acquired Fundagrees to transfer all of the Acquired Fund’s assets, as set forth in paragraph1.2, to the Acquiring Fund, and the Acquiring Fund agrees in exchange therefore:(i) to deliver to the Acquired Fund the number of full and fractional Class A,Class B and Class C Acquiring Fund Shares determined by dividing the value ofthe Acquired Fund’s net assets with respect to each class, computed in themanner and as of the time and date set forth in paragraph 2.1, by the net assetvalue of one Acquiring Fund Share of the same class, computed in the manner andas of the time and date set forth in paragraph 2.2; (ii) to deliver to theAcquired Fund the number of full and fractional Class A Acquiring Fund Sharesdetermined by dividing the value of the Acquired Fund’s net assets with respectto Class Q shares, computed in the manner and as of the time and date set forthin paragraph 2.1, by the net asset value of one Acquiring Fund Share of Class A,computed in the manner and as of the time and date set forth in paragraph 2.2;and (iii) to assume the liabilities of the Acquired Fund, as set forth inparagraph 1.3. Such transactions shall take place at the closing provided for inparagraph 3.1 (the “Closing”). 1.2. The assets of the Acquired Fund to be acquired by the AcquiringFund shall consist of all assets and property, including, without limitation,all cash, securities, commodities and futures interests and dividends orinterests receivable that are owned by the Acquired Fund and any deferred orprepaid expenses shown as an asset on the books of the Acquired Fund on theclosing date provided for in paragraph 3.1 (the “Closing Date”) (collectively,”Assets”). 1 1.3. The Acquired Fund will endeavor to discharge all of its knownliabilities and obligations prior to the Closing Date. The Acquiring Fund shallassume the liabilities of the Acquired Fund set forth in the Acquired Fund’sStatement of Assets and Liabilities as of the Closing Date delivered by theTrust, on behalf of the Acquired Fund, to the Company, on behalf of theAcquiring Fund, pursuant to paragraph 7.2 hereof. On or as soon as practicableprior to the Closing Date, the Acquired Fund will declare and pay to itsshareholders of record one or more dividends and/or other distributions so thatit will have distributed substantially all (and in no event less than 98%) ofits investment company taxable income (computed without regard to any deductionfor dividends paid) and realized net capital gain, if any, for the currenttaxable year, after reduction for any available capital loss carryovers, throughthe Closing Date. 1.4. Immediately after the transfer of assets provided for inparagraph 1.1, the Acquired Fund will: (i) distribute to the Acquired Fund’sshareholders of record with respect to Class A, Class B and Class C shares,determined as of immediately after the close of business on the Closing Date, ona pro rata basis within that class, the Acquiring Fund Shares of the same classreceived by the Acquired Fund pursuant to paragraph 1.1; (ii) distribute to theAcquired Fund’s shareholders of record with respect to Class Q shares,determined as of immediately after the close of business on the Closing Date, ona pro rata basis within that class, the Acquiring Fund Shares of Class Areceived by the Acquired Fund pursuant to paragraph 1.1; and (iii) completelyliquidate. Such distribution and liquidation will be accomplished, with respectto each class of the Acquired Fund’s shares, by the transfer of the AcquiringFund Shares then credited to the account of the Acquired Fund on the books ofthe Acquiring Fund to open accounts on the share records of the Acquiring Fundin the names of the Class A, Class B, Class C and Class Q Acquired Fund’sshareholders, determined as of immediately after the close of business on theClosing Date, (“Acquired Fund Shareholders”). The aggregate net asset value ofClass A, Class B and Class C Acquiring Fund Shares to be so credited to Class A,Class B and Class C Acquired Fund Shareholders shall, with respect to eachclass, be equal to the aggregate net asset value of the Acquired Fund shares ofthat same class owned by such shareholders on the Closing Date. The aggregatenet asset value of Class A Acquiring Fund Shares to be so credited to Class QAcquired Fund Shareholders shall be equal to the aggregate net asset value ofthe Acquired Fund shares of Class Q owned by such shareholders on the ClosingDate. All issued and outstanding Class A, Class B and Class C Acquired Fundshares will simultaneously be canceled on the books of the Acquired Fund,although share certificates representing interests in Class A, Class B and ClassC shares of the Acquired Fund will represent a number of the same class ofAcquiring Fund Shares after the Closing Date, as determined in accordance withSection 2.3. All issued and outstanding Class Q Acquired Fund shares willsimultaneously be canceled on the books of the Acquired Fund, although sharecertificates representing interests in Class Q shares of the Acquired Fund willrepresent a number of Class A Acquiring Fund shares after the Closing Date, asdetermined in accordance with Section 2.3. The Acquiring Fund shall not issuecertificates representing the Class A, Class B and Class C Acquiring Fund Sharesin connection with such exchange. 1.5. Ownership of Acquiring Fund Shares will be shown on the books ofthe Acquiring Fund’s transfer agent, as defined in paragraph 3.3. 1.6. Any reporting responsibility of the Acquired Fund including, butnot limited to, the responsibility for filing of regulatory reports, taxreturns, or other documents with the U.S. Securities and Exchange Commission(the “Commission”), any state securities commission, and any federal, state orlocal tax authorities or any other relevant regulatory authority, is and shallremain the responsibility of the Acquired Fund.2. VALUATION 2.1. The value of the Assets shall be the value computed as ofimmediately after the close of business of the New York Stock Exchange and afterthe declaration of any dividends on the Closing Date (such time and date beinghereinafter called the “Valuation Date”), using the valuation procedures in thethen-current prospectus and statement of additional information with respect tothe Acquiring Fund, and valuation procedures established by the Acquiring Fund’sBoard of Directors. 2.2. The net asset value of a Class A, Class B and Class C AcquiringFund Share shall be the net asset value per share computed with respect to thatclass as of the Valuation Date, using the valuation procedures set forth in theAcquiring Fund’s then-current prospectus and statement of additional informationand valuation procedures established by the Acquiring Fund’s Board of Directors. 2.3. The number of the Class A, Class B and Class C Acquiring FundShares to be issued (including fractional shares, if any) in exchange for theAcquired Fund’s assets shall be determined with respect to each such class bydividing the value of the net assets with respect to the Class A, Class B andClass C shares of the Acquired Fund, as the case may be, 2determined using the same valuation procedures referred to in paragraph 2.1, bythe net asset value of an Acquiring Fund Share of the same Class, determined inaccordance with paragraph 2.2. The number of Class A Acquiring Fund Shares to beissued (including fractional shares, if any) in exchange for the Acquired Fund’sClass Q assets shall be determined with respect to Class Q by dividing the valueof the net assets with respect to the Class Q shares of the Acquired Funddetermined using the same valuation procedures referred to in paragraph 2.1, bythe net asset value of a Class A Acquiring Fund Share, determined in accordancewith paragraph 2.2. 2.4. All computations of value shall be made by the Acquired Fund’sdesignated record keeping agent and shall be subject to review by AcquiringFund’s record keeping agent and by each Fund’s respective independentaccountants.3. CLOSING AND CLOSING DATE 3.1. The Closing Date shall be September 9, 2006 or such other dateas the parties may agree. All acts taking place at the Closing shall be deemedto take place simultaneously as of immediately after the close of business onthe Closing Date unless otherwise agreed to by the parties. The close ofbusiness on the Closing Date shall be as of 4:00p.m., Eastern Time. The Closingshall be held at the offices of the Acquiring Fund or at such other time and/orplace as the parties may agree. 3.2. The Acquired Fund shall direct the Bank of New York Company,Inc., as custodian for the Acquired Fund (the “Custodian”), to deliver, at theClosing, a certificate of an authorized officer stating that (i) the Assetsshall have been delivered in proper form to the Acquiring Fund within twobusiness days prior to or on the Closing Date; and (ii) all necessary taxes inconnection with the delivery of the Assets, including all applicable federal andstate stock transfer stamps, if any, have been paid or provision for payment hasbeen made. The Acquired Fund’s portfolio securities represented by a certificateor other written instrument shall be presented for examination by the Custodianto the custodian for the Acquiring Fund no later than five business dayspreceding the Closing Date, and shall be transferred and delivered by theAcquired Fund as of the Closing Date for the account of the Acquiring Fund dulyendorsed in proper form for transfer in such condition as to constitute gooddelivery thereof. The Custodian shall deliver as of the Closing Date by bookentry, in accordance with the customary practices of the Custodian and anysecurities depository (as defined in Rule 17f-4 under the Investment Company Actof 1940, as amended (the “1940 Act”)) in which the Acquired Fund’s Assets aredeposited, the Acquired Fund’s portfolio securities and instruments depositedwith such depositories. The cash to be transferred by the Acquired Fund shall bedelivered by wire transfer of federal funds on the Closing Date. 3.3. The Acquired Fund shall direct DST Systems, Inc. (the “TransferAgent”), on behalf of the Acquired Fund, to deliver at the Closing a certificateof an authorized officer stating that its records contain the names andaddresses of the Acquired Fund Shareholders and the number and percentageownership of outstanding Class A, Class B, Class C and Class Q shares owned byeach such shareholder immediately prior to the Closing. The Acquiring Fund shallissue and deliver a confirmation evidencing the Acquiring Fund Shares to becredited on the Closing Date to the Secretary of the Acquiring Fund, or provideevidence satisfactory to the Acquired Fund that such Acquiring Fund Shares havebeen credited to the Acquired Fund’s account on the books of the Acquiring Fund.At the Closing, each party shall deliver to the other such bills of sale,checks, assignments, share certificates, if any, receipts or other documents assuch other party or its counsel may reasonably request. 3.4. In the event that on the Valuation Date (a) the New York StockExchange or another primary trading market for portfolio securities of theAcquiring Fund or the Acquired Fund shall be closed to trading or tradingthereupon shall be restricted; or (b) trading or the reporting of trading onsuch Exchange or elsewhere shall be disrupted so that, in the judgment of theBoard of Trustees of the Acquired Fund or the Board of Directors of theAcquiring Fund, accurate appraisal of the value of the net assets of theAcquiring Fund or the Acquired Fund is impracticable, the Closing Date shall bepostponed until the first business day after the day when trading shall havebeen fully resumed and reporting shall have been restored.4. REPRESENTATIONS AND WARRANTIES 4.1. Except as has been disclosed to the Acquiring Fund in a writteninstrument executed by an officer of the Trust, the Trust, on behalf of theAcquired Fund, represents and warrants to the Company as follows: (a) The Acquired Fund is duly organized as a series of theTrust, which is a business trust duly organized, validly existing and in goodstanding under the laws of the Commonwealth of Massachusetts, with power under 3the Trust’s Declaration of Trust to own all of its properties and assets and tocarry on its business as it is now being conducted; (b) The Trust is a registered investment companyclassified as a management company of the open-end type, and its registrationwith the Commission as an investment company under the 1940 Act, and theregistration of shares of the Acquired Fund under the Securities Act of 1933, asamended (“1933 Act”), is in full force and effect; (c) No consent, approval, authorization, or order of anycourt or governmental authority is required for the consummation by the AcquiredFund of the transactions contemplated herein, except such as have been obtainedunder the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934Act”) and the 1940 Act and such as may be required by state securities laws; (d) The current prospectus and statement of additionalinformation of the Acquired Fund and each prospectus and statement of additionalinformation of the Acquired Fund used during the three years previous to thedate of this Agreement conforms or conformed at the time of its use in allmaterial respects to the applicable requirements of the 1933 Act and the 1940Act and the rules and regulations of the Commission thereunder and does not, ordid not at the time of its use, include any untrue statement of a material factor omit to state any material fact required to be stated therein or necessary tomake the statements therein, in light of the circumstances under which they weremade, not materially misleading; (e) On the Closing Date, the Acquired Fund will have goodand marketable title to the Assets and full right, power, and authority to sell,assign, transfer and deliver such Assets hereunder free of any liens or otherencumbrances, and upon delivery and payment for such Assets, the Acquiring Fundwill acquire good and marketable title thereto, subject to no restrictions onthe full transfer thereof, including such restrictions as might arise under the1933 Act, other than as disclosed to the Acquiring Fund; (f) The Acquired Fund is not engaged currently, and theexecution, delivery and performance of this Agreement will not result, in (i) amaterial violation of the Trust’s Declaration of Trust or By-Laws or of anyagreement, indenture, instrument, contract, lease or other undertaking to whichthe Trust, on behalf of the Acquired Fund, is a party or by which it is bound;or (ii) the acceleration of any obligation, or the imposition of any penalty,under any agreement, indenture, instrument, contract, lease, judgment or decreeto which the Trust, on behalf of the Acquired Fund, is a party or by which it isbound; (g) All material contracts or other commitments of theAcquired Fund (other than this Agreement and certain investment contractsincluding options, futures and forward contracts) will terminate withoutliability to the Acquired Fund prior to the Closing Date; (h) Except as otherwise disclosed in writing to andaccepted by the Company, on behalf of the Acquiring Fund, no litigation oradministrative proceeding or investigation of or before any court orgovernmental body is presently pending or, to its knowledge, threatened againstthe Acquired Fund or any of its properties or assets that, if adverselydetermined, would materially and adversely affect its financial condition or theconduct of its business. The Trust, on behalf of the Acquired Fund, knows of nofacts which might form the basis for the institution of such proceedings and isnot a party to or subject to the provisions of any order, decree or judgment ofany court or governmental body which materially and adversely affects itsbusiness or its ability to consummate the transactions herein contemplated; (i) The Statement of Assets and Liabilities, Statements ofOperations and Changes in Net Assets, and Schedule of Investments of theAcquired Fund at November 30, 2005 have been audited by KPMG LLP, an independentregistered public accounting firm, and are in accordance with generally acceptedaccounting principles (“GAAP”) consistently applied, and such statements (copiesof which have been furnished to the Acquiring Fund) present fairly, in allmaterial respects, the financial condition of the Acquired Fund as of such datein accordance with GAAP, and there are no known contingent liabilities of theAcquired Fund required to be reflected on a balance sheet (including the notesthereto) in accordance with GAAP as of such date not disclosed therein; (j) Since November 30, 2005, there has not been anymaterial adverse change in the Acquired Fund’s financial condition, assets,liabilities or business, other than changes occurring in the ordinary course ofbusiness, or any incurrence by the Acquired Fund of indebtedness maturing morethan one year from the date such indebtedness was incurred, except as otherwisedisclosed to and accepted by the Acquiring Fund (For the purposes of thissubparagraph (j), a decline in net asset value per share of the Acquired Funddue to declines in market values of securities in the Acquired 4Fund’s portfolio, the discharge of Acquired Fund liabilities, or the redemptionof Acquired Fund Shares by shareholders of the Acquired Fund shall notconstitute a material adverse change); (k) On the Closing Date, all Federal and other taxreturns, dividend reporting forms, and other tax-related reports of the AcquiredFund required by law to have been filed by such date (including any extensions)shall have been filed and are or will be correct in all material respects, andall Federal and other taxes shown as due or required to be shown as due on saidreturns and reports shall have been paid or provision shall have been made forthe payment thereof, and to the best of the Acquired Fund’s knowledge, no suchreturn is currently under audit and no assessment has been asserted with respectto such returns; (l) For each taxable year of its operation (including thetaxable year ending on the Closing Date), the Acquired Fund has met (or willmeet) the requirements of Sub-chapter M of the Code for qualification as aregulated investment company, has been (or will be) eligible to and has computed(or will compute) its federal income tax under Section 852 of the Code, and willhave distributed all of its investment company taxable income and net capitalgain (as defined in the Code), after reduction for any available capital losscarryover, that has accrued through the Closing Date, and before the ClosingDate will have declared dividends sufficient to distribute all of its investmentcompany taxable income and net capital gain, after reduction for any availablecapital loss carryover, for the period ending on the Closing Date; (m) All issued and outstanding shares of the Acquired Fundare, and on the Closing Date will be, duly and validly issued and outstanding,fully paid and non-assessable, and have been offered and sold in every state andthe District of Columbia in compliance in all material respects with applicableregistration requirements of the 1933 Act and state securities laws. All of theissued and outstanding shares of the Acquired Fund will, at the time of Closing,be held by the persons and in the amounts set forth in the records of theTransfer Agent, on behalf of the Acquired Fund, as provided in paragraph 3.3.The Acquired Fund does not have outstanding any options, warrants or otherrights to subscribe for or purchase any of the shares of the Acquired Fund, noris there outstanding any security convertible into any of the Acquired Fundshares; (n) The execution, delivery and performance of thisAgreement will have been duly authorized prior to the Closing Date by allnecessary action, if any, on the part of the Trustees of the Trust, on behalf ofthe Acquired Fund, and, subject to the approval of the shareholders of theAcquired Fund, this Agreement will constitute a valid and binding obligation ofthe Acquired Fund, enforceable in accordance with its terms, subject, as toenforcement, to bankruptcy, insolvency, reorganization, moratorium and otherlaws relating to or affecting creditors’ rights and to general equityprinciples; (o) The information to be furnished by the Acquired Fundfor use in registration statements, proxy materials and other documents filed orto be filed with any federal, state or local regulatory authority (including theNational Association of Securities Dealers, Inc.), which may be necessary inconnection with the transactions contemplated hereby, shall be accurate andcomplete in all material respects and shall comply in all material respects withFederal securities and other laws and regulations thereunder applicable thereto;and (p) The proxy statement of the Acquired Fund (the “ProxyStatement”) to be included in the Registration Statement referred to inparagraph 5.6, insofar as it relates to the Acquired Fund, will, on theeffective date of the Registration Statement and on the Closing Date (i) notcontain any untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein, inlight of the circumstances under which such statements were made, not materiallymisleading provided, however, that the representations and warranties in thissubparagraph (p) shall not apply to statements in or omissions from the ProxyStatement and the Registration Statement made in reliance upon and in conformitywith information that was furnished by the Acquiring Fund for use therein; and(ii) comply in all material respects with the provisions of the 1933 Act, the1934 Act and the 1940 Act and the rules and regulations thereunder. 4.2. Except as has been disclosed to the Acquired Fund in a writteninstrument executed by an officer of the Company, the Company, on behalf of theAcquiring Fund, represents and warrants to the Trust as follows: (a) The Acquiring Fund is duly organized as a series ofthe Company, which is a corporation duly organized, validly existing and in goodstanding under the laws of the State of Maryland, with power under the Company’sArticles of Incorporation to own all of its properties and assets and to carryon its business as it is now being conducted; 5 (b) The Company is a registered investment companyclassified as a management company of the open-end type, and its registrationwith the Commission as an investment company under the 1940 Act and theregistration of the shares of the Acquiring Fund under the 1933 Act, is in fullforce and effect; (c) No consent, approval, authorization, or order of anycourt or governmental authority is required for the consummation by theAcquiring Fund of the transactions contemplated herein, except such as have beenobtained under the 1933 Act, the 1934 Act and the 1940 Act and such as may berequired by state securities laws; (d) The current prospectus and statement of additionalinformation of the Acquiring Fund and each prospectus and statement ofadditional information of the Acquiring Fund used during the three yearsprevious to the date of this Agreement conforms or conformed at the time of itsuse in all material respects to the applicable requirements of the 1933 Act andthe 1940 Act and the rules and regulations of the Commission thereunder and doesnot or did not at the time of its use include any untrue statement of a materialfact or omit to state any material fact required to be stated therein ornecessary to make the statements therein, in light of the circumstances underwhich they were made, not materially misleading; (e) On the Closing Date, the Acquiring Fund will have goodand marketable title to the Acquiring Fund’s assets, free of any liens of otherencumbrances, except those liens or encumbrances as to which the Acquired Fundhas received notice and necessary documentation at or prior to the Closing; (f) The Acquiring Fund is not engaged currently, and theexecution, delivery and performance of this Agreement will not result, in (i) amaterial violation of the Company’s Articles of Incorporation or By-Laws or ofany agreement, indenture, instrument, contract, lease or other undertaking towhich the Company, on behalf of the Acquiring Fund, is a party or by which it isbound; or (ii) the acceleration of any obligation, or the imposition of anypenalty, under any agreement, indenture, instrument, contract, lease, judgmentor decree to which the Company, on behalf of the Acquiring Fund, is a party orby which it is bound; (g) Except as otherwise disclosed in writing to andaccepted by the Trust, on behalf of the Acquired Fund, no litigation oradministrative proceeding or investigation of or before any court orgovernmental body is presently pending or, to its knowledge, threatened againstthe Company, on behalf of the Acquiring Fund, or any of the Acquiring Fund’sproperties or assets that, if adversely determined, would materially andadversely affect the Acquiring Fund’s financial condition or the conduct of theAcquiring Fund’s business. The Company, on behalf of the Acquiring Fund, knowsof no facts which might form the basis for the institution of such proceedingsand is not a party to or subject to the provisions of any order, decree orjudgment of any court or governmental body which materially and adverselyaffects its business or its ability to consummate the transactions hereincontemplated; (h) The Statement of Assets and Liabilities, Statements ofOperations and Changes in Net Assets and Schedule of Investments of theAcquiring Fund at November 30, 2005 have been audited by KPMG LLP, anindependent registered public accounting firm and are in accordance with GAAPconsistently applied, and such statements (copies of which have been furnishedto the Acquired Fund) present fairly, in all material respects, the financialcondition of the Acquiring Fund as of such date in accordance with GAAP, andthere are no known contingent liabilities of the Acquiring Fund required to bereflected on a balance sheet (including the notes thereto) in accordance withGAAP as of such date not disclosed therein; (i) Since November 30, 2005, there has not been anymaterial adverse change in the Acquiring Fund’s financial condition, assets,liabilities or business, other than changes occurring in the ordinary course ofbusiness, or any incurrence by the Acquiring Fund of indebtedness maturing morethan one year from the date such indebtedness was incurred, except as otherwisedisclosed to and accepted by the Acquired Fund (For purposes of thissubparagraph (i), a decline in net asset value per share of the Acquiring Funddue to declines in market values of securities in the Acquiring Fund’sportfolio, the discharge of Acquiring Fund liabilities, or the redemption ofAcquiring Fund Shares by shareholders of the Acquiring Fund, shall notconstitute a material adverse change); (j) On the Closing Date, all Federal and other taxreturns, dividend reporting forms, and other tax-related reports of theAcquiring Fund required by law to have been filed by such date (including anyextensions) shall have been filed and are or will be correct in all materialrespects, and all Federal and other taxes shown as due or required to be shownas due on said returns and reports shall have been paid or provision shall havebeen made for the payment thereof, and to the best of the Acquiring Fund’sknowledge no such return is currently under audit and no assessment has beenasserted with respect to such returns; 6 (k) For each taxable year of its operation (including thetaxable year that includes the Closing Date), the Acquiring Fund has met (orwill meet) the requirements of Sub-chapter M of the Code for qualification as aregulated investment company, has been eligible to (or will be eligible to) andhas computed (or will compute) its federal income tax under Section 852 of theCode, and has distributed all of its investment company taxable income and netcapital gain (as defined in the Code) for periods ending prior to the ClosingDate; (l) All issued and outstanding shares of the AcquiringFund are, and on the Closing Date will be, duly and validly issued andoutstanding, fully paid and non-assessable by the Company and have been offeredand sold in every state and the District of Columbia in compliance in allmaterial respects with applicable registration requirements of the 1933 Act andstate securities laws. The Acquiring Fund does not have outstanding any options,warrants or other rights to subscribe for or purchase any Acquiring Fund Shares,nor is there outstanding any security convertible into any Acquiring FundShares; (m) The execution, delivery and performance of thisAgreement will have been fully authorized prior to the Closing Date by allnecessary action, if any, on the part of the Directors of the Company, on behalfof the Acquiring Fund, and this Agreement will constitute a valid and bindingobligation of the Acquiring Fund, enforceable in accordance with its terms,subject, as to enforcement, to bankruptcy, insolvency, reorganization,moratorium and other laws relating to or affecting creditors’ rights and togeneral equity principles; (n) The Class A, Class B and Class C Acquiring Fund Sharesto be issued and delivered to the Acquired Fund, for the account of the AcquiredFund Shareholders, pursuant to the terms of this Agreement, will on the ClosingDate have been duly authorized and, when so issued and delivered, will be dulyand validly issued Acquiring Fund Shares, and will be fully paid andnon-assessable; (o) The information to be furnished by the Company for usein the registration statements, proxy materials and other documents that may benecessary in connection with the transactions contemplated hereby shall beaccurate and complete in all material respects and shall comply in all materialrespects with Federal securities and other laws and regulations applicablethereto; and (p) That insofar as it relates to the Acquiring Fund, theRegistration Statement relating to the Acquiring Fund Shares issuable hereunder,and the proxy materials of the Acquired Fund to be included in the RegistrationStatement, and any amendment or supplement to the foregoing, will, from theeffective date of the Registration Statement through the date of the meeting ofshareholders of the Acquired Fund contemplated therein (i) not contain anyuntrue statement of a material fact or omit to state a material fact required tobe stated therein or necessary to make the statements therein, in light of thecircumstances under which such statements were made, not misleading, provided,however, that the representations and warranties in this subparagraph (p) shallnot apply to statements in or omissions from the Registration Statement made inreliance upon and in conformity with information that was furnished by theAcquired Fund for use therein; and (ii) comply in all material respects with theprovisions of the 1933 Act, the 1934 Act and the 1940 Act and the rules andregulations thereunder.5. COVENANTS OF THE ACQUIRING FUND AND THE ACQUIRED FUND 5.1. Except as otherwise disclosed in the Proxy Statement to beincluded in the Registration Statement referred to in paragraph 5.6 below, theAcquiring Fund and the Acquired Fund each will operate its business in theordinary course between the date hereof and the Closing Date, it beingunderstood that such ordinary course of business will include the declarationand payment of customary dividends and distributions, and any other distributionthat may be advisable. 5.2. The Acquired Fund will call a meeting of the shareholders of theAcquired Fund to consider and act upon this Agreement and to take all otheraction necessary to obtain approval of the transactions contemplated herein. 5.3. The Acquired Fund covenants that the Class A, Class B and ClassC Acquiring Fund Shares to be issued hereunder are not being acquired for thepurpose of making any distribution thereof, other than in accordance with theterms of this Agreement. 5.4. The Acquired Fund will assist the Acquiring Fund in obtainingsuch information as the Acquiring Fund reasonably requests concerning thebeneficial ownership of the Acquired Fund shares. 7 5.5. Subject to the provisions of this Agreement, the Acquiring Fundand the Acquired Fund will each take, or cause to be taken, all action, and door cause to be done, all things reasonably necessary, proper or advisable toconsummate and make effective the transactions contemplated by this Agreement. 5.6. The Acquired Fund will provide the Acquiring Fund withinformation reasonably necessary for the preparation of a prospectus (the”Prospectus”), which will include the Proxy Statement referred to in paragraph4.1(p), all to be included in a Registration Statement on Form N-14 of theAcquiring Fund (the “Registration Statement”), in compliance with the 1933 Act,the 1934 Act and the 1940 Act, in connection with the meeting of theshareholders of the Acquired Fund to consider approval of this Agreement and thetransactions contemplated herein. 5.7. As soon as is reasonably practicable after the Closing, theAcquired Fund will make a liquidating distribution to its shareholdersconsisting of the Class A, Class B and Class C Acquiring Fund Shares received atthe Closing. 5.8. The Acquiring Fund and the Acquired Fund shall each use itsreasonable best efforts to fulfill or obtain the fulfillment of the conditionsprecedent to effect the transactions contemplated by this Agreement as promptlyas practicable. 5.9. The Trust, on behalf of the Acquired Fund, covenants that theTrust will, from time to time, as and when reasonably requested by the AcquiringFund, execute and deliver or cause to be executed and delivered all suchassignments and other instruments, and will take or cause to be taken suchfurther action as the Company, on behalf of the Acquiring Fund, may reasonablydeem necessary or desirable in order to vest in and confirm (a) the Trust’s, onbehalf of the Acquired Fund’s, title to and possession of the Acquiring Fund’sShares to be delivered hereunder; and (b) the Company’s, on behalf of theAcquiring Fund’s, title to and possession of all the assets and otherwise tocarry out the intent and purpose of this Agreement. 5.10. The Acquiring Fund will use all reasonable efforts to obtainthe approvals and authorizations required by the 1933 Act, the 1940 Act and suchof the state blue sky or securities laws as may be necessary in order tocontinue its operations after the Closing Date.6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRED FUND The obligations of the Trust, on behalf of the Acquired Fund, toconsummate the transactions provided for herein shall be subject, at the Trust’selection, to the performance by the Company, on behalf of the Acquiring Fund, ofall the obligations to be performed by it hereunder on or before the ClosingDate, and, in addition thereto, the following further conditions: 6.1. All representations and warranties of the Company, on behalf ofthe Acquiring Fund, contained in this Agreement shall be true and correct in allmaterial respects as of the date hereof and, except as they may be affected bythe transactions contemplated by this Agreement, as of the Closing Date, withthe same force and effect as if made on and as of the Closing Date; 6.2. The Company shall have delivered to the Trust a certificateexecuted in its name by its President or Vice President and its Treasurer orAssistant Treasurer, in a form reasonably satisfactory to the Trust and dated asof the Closing Date, to the effect that the representations and warranties ofthe Company, on behalf of the Acquiring Fund, made in this Agreement are trueand correct at and as of the Closing Date, except as they may be affected by thetransactions contemplated by this Agreement and as to such other matters as theTrust shall reasonably request; 6.3. The Company, on behalf of the Acquiring Fund, shall haveperformed all of the covenants and complied with all of the provisions requiredby this Agreement to be performed or complied with by the Company, on behalf ofthe Acquiring Fund, on or before the Closing Date; and 6.4. The Acquired Fund and the Acquiring Fund shall have agreed onthe number of full and fractional Acquiring Fund Shares of each Class to beissued in connection with the Reorganization after such number has beencalculated in accordance with paragraph 1.1. 87. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND The obligations of the Company, on behalf of the Acquiring Fund, tocomplete the transactions provided for herein shall be subject, at the Company’selection, to the performance by the Trust, on behalf of the Acquired Fund, ofall of the obligations to be performed by it hereunder on or before the ClosingDate and, in addition thereto, the following conditions: 7.1. All representations and warranties of the Trust, on behalf ofthe Acquired Fund, contained in this Agreement shall be true and correct in allmaterial respects as of the date hereof and, except as they may be affected bythe transactions contemplated by this Agreement, as of the Closing Date, withthe same force and effect as if made on and as of the Closing Date; 7.2. The Trust shall have delivered to the Acquiring Fund a statementof the Acquired Fund’s assets and liabilities, as of the Closing Date, certifiedby the Treasurer of the Trust; 7.3. The Trust shall have delivered to the Acquiring Fund on theClosing Date a certificate executed in its name by its President or VicePresident and its Treasurer or Assistant Treasurer, in form and substancesatisfactory to the Company and dated as of the Closing Date, to the effect thatthe representations and warranties of the Trust, on behalf of the Acquired Fund,made in this Agreement are true and correct at and as of the Closing Date,except as they may be affected by the transactions contemplated by thisAgreement, and as to such other matters as the Company shall reasonably request; 7.4. The Trust, on behalf of the Acquired Fund, shall have performedall of the covenants and complied with all of the provisions required by thisAgreement to be performed or complied with by the Trust, on behalf of theAcquired Fund, on or before the Closing Date; 7.5. The Acquired Fund and the Acquiring Fund shall have agreed onthe number of full and fractional Acquiring Fund Shares of each class to beissued in connection with the Reorganization after such number has beencalculated in accordance with paragraph 1.1; 7.6. The Acquired Fund shall have declared and paid a distribution ordistributions prior to the Closing that, together with all previousdistributions, shall have the effect of distributing to its shareholders (i) allof its investment company taxable income and all of its net realized capitalgains, if any, for the period from the close of its last fiscal year to 4:00p.m.Eastern time on the Closing; and (ii) any undistributed investment companytaxable income and net realized capital gains from any period to the extent nototherwise already distributed; and 7.7. The Acquired Fund shall not have in its portfolio anyconvertible securities.8. FURTHER CONDITIONS PRECEDENT TO OBLIGATIONS OF THE ACQUIRING FUND AND THE ACQUIRED FUND If any of the conditions set forth below have not been satisfied onor before the Closing Date with respect to the Trust, on behalf of the AcquiredFund, or the Company, on behalf of the Acquiring Fund, the other party to thisAgreement shall, at its option, not be required to consummate the transactionscontemplated by this Agreement: 8.1. The Agreement and the transactions contemplated herein shallhave been approved by the requisite vote of the holders of the outstandingshares of the Acquired Fund in accordance with the provisions of the Trust’sDeclaration of Trust, By-Laws, applicable Massachusetts law and the 1940 Act,and certified copies of the resolutions evidencing such approval shall have beendelivered to the Acquiring Fund. Notwithstanding anything herein to thecontrary, neither the Company nor the Trust may waive the conditions set forthin this paragraph 8.1; 8.2. On the Closing Date no action, suit or other proceeding shall bepending or, to its knowledge, threatened before any court or governmental agencyin which it is sought to restrain or prohibit, or obtain damages or other reliefin connection with, this Agreement or the transactions contemplated herein; 8.3. All consents of other parties and all other consents, orders andpermits of Federal, state and local regulatory authorities deemed necessary bythe Company or the Trust to permit consummation, in all material respects, ofthe transactions contemplated hereby shall have been obtained, except wherefailure to obtain any such consent, order or 9permit would not involve a risk of a material adverse effect on the assets orproperties of the Acquiring Fund or the Acquired Fund, provided that eitherparty hereto may for itself waive any of such conditions; 8.4. The Registration Statement shall have become effective under the1933 Act and no stop orders suspending the effectiveness thereof shall have beenissued and, to the best knowledge of the parties hereto, no investigation orproceeding for that purpose shall have been instituted or be pending, threatenedor contemplated under the 1933 Act; and 8.5. The parties shall have received the opinion of Dechert LLPaddressed to the Trust and the Company substantially to the effect that, basedupon certain facts, assumptions, and representations, the transactioncontemplated by this Agreement shall constitute a tax-free reorganization forFederal income tax purposes. The delivery of such opinion is conditioned uponreceipt by Dechert LLP of representations it shall request of the Company andthe Trust. Notwithstanding anything herein to the contrary, neither the Companynor the Trust may waive the condition set forth in this paragraph 8.5.9. BROKERAGE FEES AND EXPENSES 9.1. The Trust, on behalf of the Acquired Fund, and the Company, onbehalf of the Acquiring Fund, represent and warrant to each other that there areno brokers or finders entitled to receive any payments in connection with thetransactions provided for herein. 9.2 The expenses relating to the proposed Reorganization will beborne by the investment adviser to the Acquiring Fund (or an affiliate of theinvestment adviser). The costs of the Reorganization shall include, but not belimited to, costs associated with obtaining any necessary order of exemptionfrom the 1940 Act, preparation of the Registration Statement, printing anddistributing the Acquiring Fund’s prospectus and the Acquired Fund’s proxymaterials, legal fees, accounting fees, securities registration fees, andexpenses of holding shareholders’ meetings. Notwithstanding any of theforegoing, expenses will in any event be paid by the party directly incurringsuch expenses if and to the extent that the payment by another person of suchexpenses would result in the disqualification of such party as a “regulatedinvestment company” within the meaning of Section 851 of the Code.10. ENTIRE AGREEMENT; SURVIVAL OF WARRANTIES 10.1. The Company and the Trust agree that neither party has made anyrepresentation, warranty or covenant not set forth herein and that thisAgreement constitutes the entire agreement between the parties. 10.2. The representations, warranties and covenants contained in thisAgreement or in any document delivered pursuant hereto or in connection herewithshall survive the consummation of the transactions contemplated hereunder. Thecovenants to be performed after the Closing shall survive the Closing.11. TERMINATION This Agreement may be terminated and the transactions contemplatedhereby may be abandoned by either party by (i) mutual agreement of the parties;or (ii) by either party if the Closing shall not have occurred on or beforeDecember 31, 2006, unless such date is extended by mutual agreement of theparties; or (iii) by either party if the other party shall have materiallybreached its obligations under this Agreement or made a material and intentionalmisrepresentation herein or in connection herewith. In the event of any suchtermination, this Agreement shall become void and there shall be no liabilityhereunder on the part of any party or their respective Trustees or Directors orofficers, except for any such material breach or intentional misrepresentation,as to each of which all remedies at law or in equity of the party adverselyaffected shall survive.12. AMENDMENTS This Agreement may be amended, modified or supplemented in suchmanner as may be deemed necessary or advisable by the authorized officers of theTrust and the Company; provided, however, that following the meeting of theshareholders of the Acquired Fund called by the Trust pursuant to paragraph 5.2of this Agreement, no such amendment may have the effect of changing theprovisions for determining the number of the Class A, Class B and Class CAcquiring 10Fund Shares to be issued to the Class A, Class B, Class C and Class Q AcquiredFund Shareholders under this Agreement to the detriment of such shareholderswithout their further approval.13. NOTICES Any notice, report, statement or demand required or permitted by anyprovisions of this Agreement shall be in writing and shall be given byfacsimile, personal service or prepaid or certified mail addressed to theCompany or the Trust, 7337 East Doubletree Ranch Road, Scottsdale, Arizona85258-2034, attn: Huey Falgout, in each case with a copy to Dechert LLP, 1775 IStreet, N.W., Washington, D.C. 20006, attn: Jeffrey S. Puretz.14. HEADINGS; COUNTERPARTS; GOVERNING LAW; ASSIGNMENT; LIMITATION OF LIABILITY 14.1. The Article and paragraph headings contained in this Agreementare for reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement. 14.2. This Agreement may be executed in any number of counterparts,each of which shall be deemed an original. 14.3. This Agreement shall be governed by and construed in accordancewith the laws of the State of Maryland without regard to its principles ofconflicts of laws. 14.4. This Agreement shall bind and inure to the benefit of theparties hereto and their respective successors and assigns, but no assignment ortransfer hereof or of any rights or obligations hereunder shall be made by anyparty without the written consent of the other party. Nothing herein expressedor implied is intended or shall be construed to confer upon or give any person,firm or corporation, other than the parties hereto and their respectivesuccessors and assigns, any rights or remedies under or by reason of thisAgreement. 14.5. It is expressly agreed that the obligations of the partieshereunder shall not be binding upon any of the Trustees, shareholders, nominees,officers, agents, or employees of the Trust personally, but shall bind only thetrust property of the Acquired Fund, as provided in the Declaration of Trust ofthe Trust. The execution and delivery by such officers shall not be deemed tohave been made by any of them individually or to impose any liability on any ofthem personally, but shall bind only the trust property of such party.IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to beexecuted by its President or Vice President and its seal to be affixed theretoand attested by its Secretary or Assistant Secretary.

Attest: ING SERIES FUND, INC. on behalf of its ING BALANCED FUND series By:- ———————- —————————————Secretary Title: ————————————Attest: ING EQUITY TRUST on behalf of its ING CONVERTIBLE FUND series By:- ———————- —————————————Secretary Title: ————————————

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