Amendment No. 2 TO THE INTERCOMPANY AGREEMENT
Exhibit 24(b)3.5
Amendment No. 2 TO THE INTERCOMPANY AGREEMENT
This Amendment No. 2, made and entered into as of December 1, 2013 and effective, unless otherwise noted, as of December 23, 2010, amends the Intercompany Agreement, dated as of December 22, 2010 (the “Agreement”), by and among Directed Services LLC (“DSL”) and Reliastar Life Insurance Company (“RLIC”).
W I T N E S S E T H
WHEREAS, DSL is an investment adviser for certain U.S. registered investment companies (“Funds”) and a registered broker-dealer distributing variable insurance contracts; and
WHEREAS, RLIC is an insurance company which offers a variety of insurance products, including variable annuities; Funds advised by DSL are made available through sub-accounts to purchasers of these insurance products; and
WHEREAS, DSL pays to RLIC the amounts derived from applying the annual rates listed in Schedule A against the average net assets invested in the Funds by RLIC and by RLIC non-insurance customers during the prior calendar month; and
WHEREAS, Schedule A is reviewed at least once each calendar quarter and may be modified at any time by mutual written consent; and
WHEREAS, modifications have been made to Schedule A during the period between the effective date and the date of this Amendment No. 1; and
NOW, THEREFORE, the parties agree as follows:
1. Schedule A to the Agreement is deleted in its entirety and is replaced with the attached Schedule A.
2. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.
Amend #1- Schedule A
3. This Amendment may be executed in several counterparts, each of which shall be an original, but all of which together will constitute one and the same instrument.
4. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed as of the day and year first above written.
DIRECTED SERVICES LLC RELIASTAR LIFE INSURANCE
COMPANY
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Amend #1- Schedule A
3. This Amendment may be executed in several counterparts, each of which shall be an original, but all of which together will constitute one and the same instrument.
4. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be executed as of the day and year first above written.
DIRECTED SERVICES LLC RELIASTAR LIFE INSURANCE
COMPANY
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Amend #1- Schedule A
Schedule A
This Schedule is made and entered into as of December 1, 2013 and, unless otherwise identified below, is effective as of December 23, 2010.
As
described in Section 1 RLIC shall be paid at the rates set forth immediately
below. In the case of funds of funds, payments will apply to the shares of the
fund of funds held directly at the rate specified and will also apply to shares
of underlying funds held indirectly through the fund of funds at the rates
specified for those underlying funds calculated in the same manner as if the
underlying funds were held directly.
Payments listed in Schedule A shall not be made for assets contained in the
following retirement plans:
• ING USA Annuity & Life Insurance Company "Equifund" Retirement
Plan
• ING Americas Savings Plan & ESOP
• The 401(k) Plan for ILIAC Agents
• ING Investment Management LLC 401(k) Profit Sharing Plan
|
Fund Type |
|
Fund |
Rate |
|
IPI Portfolios |
ING American Century Small-Mid Cap Value Portfolio |
% |
|
|
Am Funds |
ING American Funds World Allocation Portfolio (Effective 9/1/13 rate will be 0.00%) |
% |
|
|
IIT Portfolios |
ING Artio Foreign Portfolio (merged into ING ▇▇▇▇▇▇▇▇▇ Foreign Equity Portfolio on 7/21/12) |
% |
|
|
IPI Portfolios |
ING Baron Growth Portfolio |
% |
|
|
IIT Portfolios |
ING Blackrock Health Sciences Opportunities Portfolio |
% |
|
|
IIT Portfolios |
ING BlackRock Inflation Protected Bond Portfolio |
% |
|
|
IIT Portfolios |
ING BlackRock Large Cap Growth Portfolio |
% |
|
|
IIT Portfolios |
ING BlackRock Large Cap Value Portfolio (merged into ING ▇. ▇▇▇▇ Price Equity Income Portfolio on 1/21/11) |
% |
|
|
IIT Portfolios |
ING Clarion Real Estate Portfolio |
% |
|
|
IPI Portfolios |
ING Columbia Contrarian Core Portfolio (effective 5/1/13) |
% |
|
|
IPI Portfolios |
ING Columbia Small Cap Value II Portfolio |
% |
|
|
IPI Portfolios |
ING ▇▇▇▇▇ New York Venture Portfolio (sub-adviser change to ING Columbia Contrarian Core Portfolio on 5/1/13) |
% |
|
|
Funds of Funds |
ING DFA Global Allocation Portfolio |
% |
|
|
Fidelity Feeder |
ING Fidelity VIP Contrafund Portfolio |
% |
|
|
Fidelity Feeder |
ING Fidelity VIP Equity-Income Portfolio |
% |
|
|
Fidelity Feeder |
ING Fidelity VIP Mid Cap Portfolio |
% |
|
|
IIT Portfolios |
ING FMR Diversified Mid Cap Portfolio |
% |
|
|
IIT Portfolios |
ING Franklin Income Portfolio |
% |
|
|
IIT Portfolios |
ING Franklin Mutual Shares Portfolio |
% |
|
|
IIM Fixed |
ING Global Bond Portfolio |
% |
|
|
IIM Equity/Balanced |
ING Global Resources Portfolio |
% |
|
|
IIT Portfolios |
ING ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commodity Strategy Portfolio (Adviser changed to IIL from DSL on 1/1/13) |
% |
|
|
Funds of Funds |
ING Index Solution Portfolios |
% |
|
|
IPI Portfolios |
ING Invesco ▇▇▇▇▇▇▇▇ Portfolio |
% |
|
|
IPI Portfolios |
ING Invesco Equity and Income Portfolio |
% |
|
|
IIT Portfolios |
ING Invesco Growth and Income Portfolio |
% |
|
|
IIT Portfolios |
ING Janus Contrarian Portfolio (sub-adviser change to ING Growth and Income Portfolio on 7/21/11) |
% |
|
|
IIT Portfolios |
ING JPMorgan Emerging Markets Equity Portfolio |
% |
|
|
IPI Portfolios |
ING JPMorgan Mid Cap Value Portfolio |
% |
|
|
IIT Portfolios |
ING JPMorgan Small Cap Core Equity Portfolio |
% |
|
|
IIM Equity/Balanced |
ING Large Cap Growth Portfolio |
% |
|
|
IIM Equity/Balanced |
ING Large Cap Value Portfolio |
% |
|
|
IPI Portfolios |
ING LeggMason Aggressive Growth Portfolio (merged into ING Large Cap Growth Portfolio on 1/21/11) |
% |
|
|
IIM Fixed |
ING Limited Maturity Bond Portfolio |
% |
|
|
IIM Fixed |
ING Liquid Assets Portfolio |
% |
|
|
IIT Portfolios |
ING ▇▇▇▇-▇▇▇▇▇▇ Growth and Income Portfolio (merged into ING Large Cap Value Portfolio on 1/21/11) |
% |
|
|
IIT Portfolios |
ING ▇▇▇▇▇▇▇ Growth Portfolio |
% |
|
|
IIT Portfolios |
ING ▇▇▇▇▇▇▇ International Opportunities Portfolio (sub-adviser change to ING ▇. ▇▇▇▇ Price International Stock Portfolio on 1/21/11) |
% |
Schedule A (Cont.)
|
Fund Type |
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Fund |
Rate |
|
IIT Portfolios |
|
ING MFS Total Return Portfolio |
|
|
IIT Portfolios |
|
ING MFS Utilities Portfolio |
|
|
IIT Portfolios |
ING ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Franchise Portfolio |
% |
|
|
IIT Portfolios |
ING ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Tactical Asset Allocation Portfolio (merged into ING Anerican Funds World Allocation Portfolio on 1/21/11) |
% |
|
|
IIT Portfolios |
ING Multi-Manager Large Cap Core Portfolio (effective 5/1/13) |
% |
|
|
IPI Portfolios |
ING ▇▇▇▇▇▇▇▇▇▇▇ Global Portfolio |
% |
|
|
IPI Portfolios |
ING ▇▇▇▇▇▇▇▇▇▇▇ Global Strategic Income Portfolio (sub-adviser change to ING Global Bond Portfolio on 1/21/11) |
% |
|
|
IIT Portfolios |
ING PIMCO High Yield Portfolio |
% |
|
|
IIT Portfolios |
ING PIMCO Total Return Bond Portfolio |
% |
|
|
IPI Portfolios |
ING PIMCO Total Return Portfolio |
% |
|
|
IIT Portfolios |
ING Pioneer Equity Income Portfolio (sub-adviser change to ING Large Cap Value Portfolio on 1/21/11) |
% |
|
|
IIT Portfolios |
ING Pioneer Fund Portfolio (sub-adviser change to ING Multi-Manager Large Cap Portfolio on 5/1/13) |
% |
|
|
IPI Portfolios |
ING Pioneer High Yield Portfolio |
% |
|
|
IIT Portfolios |
ING Pioneer Mid Cap Value Portfolio (merged into ING Large Cap Value Portfolio on 9/7/13) |
% |
|
|
Funds of Funds |
ING Retirement Portfolios (Effective 1/1/14) |
% |
|
|
Funds of Funds |
ING Solution Portfolios |
% |
|
|
IIT Portfolios |
ING ▇. ▇▇▇▇ Price Capital Appreciation Portfolio |
% |
|
|
IPI Portfolios |
ING ▇. ▇▇▇▇ Price Diversified Mid Cap Growth Portfolio |
% |
|
|
IIT Portfolios |
ING ▇. ▇▇▇▇ Price Equity Income Portfolio |
% |
|
|
IPI Portfolios |
ING ▇. ▇▇▇▇ Price Growth Equity Portfolio |
% |
|
|
IIT Portfolios |
ING ▇. ▇▇▇▇ Price International Stock Portfolio (effective 1/21/11) |
% |
|
|
IPI Portfolios |
ING ▇▇▇▇▇▇▇▇▇ Foreign Equity Portfolio |
% |
|
|
IIT Portfolios |
ING ▇▇▇▇▇▇▇▇▇ Global Growth Portfolio |
% |
|
|
IPI Portfolios |
ING ▇▇▇▇▇▇▇▇▇ Value Portfolio (merged into ING Growth and Income Portfolio on 3/23/13) |
% |
|
|
IIM Equity/Balanced |
ING U.S. Stock Index Portfolio |
% |
|
|
IPI Portfolios |
ING UBS U.S. Large Cap Equity Portfolio (merged into ING Growth and Income Portfolio on 3/23/13) |
% |