AMENDMENT NO. 1 TO THE INTERCOMPANY AGREEMENT This Amendment No. 1, 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...
| AMENDMENT NO. 1 TO THE INTERCOMPANY AGREEMENT | |
| This Amendment No. 1, 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 ING Investment Management LLC | |
| (“IIM”) and ING USA Annuity and Life Insurance Company (“USA”). | |
| W I T N E S S E T H | |
| WHEREAS, IIM conducts an asset management business through various | |
| companies that provides investment advice to and perform administrative services for certain | |
| U.S. registered investment companies (“Funds”), including ING Investments, LLC (“IIL”), an | |
| investment adviser for certain Funds; and | |
| WHEREAS, USA is an insurance company which offers a variety of insurance | |
| products, including variable annuities; Funds advised by IIL are made available through sub- | |
| accounts to purchasers of these insurance products; and | |
| WHEREAS, IIM pays and/or causes its subsidiaries to pay, to USA the amounts | |
| derived from applying the annual rates listed in Schedule A against the average net assets | |
| invested in the Funds by USA and by USA 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. | |||
| ING INVESTMENT MANAGEMENT | ING USA ANNUITY AND LIFE | ||
| LLC | INSURANCE COMPANY | ||
| By: | /s/ Xxxxxx Xxxxxx | By: | |
| Name: Xxxxxx Xxxxxx | Name: | ||
| Title: Chief Financial Officer | Title: | ||
| 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. | ||
| ING INVESTMENT MANAGEMENT | ING USA ANNUITY AND LIFE | |
| LLC | INSURANCE COMPANY | |
| By: | By: /s/ Xxxx X. Xxxxxxx | |
| Name: | Name: Xxxx X. Xxxxxxx | |
| Title: | Title: Vice President | |
| 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 USA shall be paid at the rates set forth immediately below. In the case of funds of funds, except as otherwise |
| indicated below, payments will not apply to the shares of the fund of funds held directly but will instead 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 |
| 3rd Party SA | ING Alternative Beta Fund (liquidated 12/10/12) | % |
| Am Fund Feeder | ING American Funds Global Growth and Income Portfolio | % |
| Am Fund Feeder | ING American Funds International Growth and Income Portfolio | % |
| IIM Equity/Balanced | ING Australia Index Portfolio (effective 3/2/11) | % |
| IIM Equity/Balanced | ING Balanced Portfolio | % |
| 3rd Party SA | ING BlackRock Science and Technology Opportunities Portfolio (merged into ING MidCap | % |
| Opportunities Portfolio on 3/23/13) | ||
| IIM Fixed | ING Bond Portfolio (effective 7/21/12) | % |
| IIM Fixed | ING Brokerage Cash Reserves (liquidated on 3/8/11) | % |
| Fund of Funds | ING Capital Allocation Fund | % |
| 3rd Party SA | ING Clarion Global Real Estate Portfolio | % |
| IIM Fixed | ING Classic Money Market Fund (liquidated on 3/8/11) | % |
| IIM Equity/Balanced | ING Core Equity Research Fund | % |
| IIM Equity/Balanced | ING Corporate Leaders 100 Fund | % |
| IIM Equity/Balanced | ING Corporate Leaders Trust Fund Series B | % |
| IIM Fixed | ING Diversified Emerging Markets Debt Fund (effective 10/15/12) | % |
| Fund of Funds | ING Diversified International Fund | % |
| 3rd Party SA | ING Emerging Countries Fund (merged into ING Emerging Markets Equity Fund on | % |
| 7/21/12) | ||
| 3rd Party SA | ING Emerging Markets Equity Dividend Fund (effective 7/21/12) | % |
| 3rd Party SA | ING Emerging Markets Equity Fund (effective 10/3/11) | % |
| IIM Equity/Balanced | ING Emerging Markets Index Portfolio (effective 12/19/11) | % |
| IIM Equity/Balanced | ING Equity Dividend Fund (name change to ING Large Cap Value Fund) | % |
| IIM Equity/Balanced | ING Euro STOXX 50 Index Portfolio | % |
| IIM Fixed | ING Floating Rate Fund | % |
| IIM Equity/Balanced | ING FTSE 100 Index Portfolio | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 10 (liquidated 12/5/12) | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 11 (liquidated 2/28/13) | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 12 (liquidated 6/20/13) | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 13 | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 14 | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 5 (liquidated 9/9/11) | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 6 (liquidated 12/9/11) | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 7 (liquidated 3/8/12) | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 8 (liquidated 6/7/12) | % |
| IIM Fixed | ING GET U.S. Core Portfolio - Series 9 (liquidated 9/6/12) | % |
| IIM Fixed | ING Global Bond Fund | % |
| IIM Fixed | ING Global Bond Portfolio | % |
| 3rd Party SA | ING Global Equity Dividend Fund | % |
| IIM Equity/Balanced | ING Global Natural Resources Fund | % |
| 3rd Party SA | ING Global Opportunities Fund | % |
| 3rd Party SA | ING Global Real Estate Fund | % |
| Schedule A (Cont.) | ||
| Fund Type | Fund | Rate |
| IIM Equity/Balanced | ING Global Resources Portfolio | % |
| Fund of Funds | ING Global Target Payment Fund | % |
| IIM Equity/Balanced | ING Global Value Advantage Portfolio (effective 7/12/13) | % |
| 3rd Party SA | ING Global Value Choice Fund (merged into ING International Value Equity Fund on 7/13/13) | % |
| IIM Fixed | ING GNMA Income Fund | % |
| 3rd Party SA | ING Xxxxxxx Xxxxx Commodity Strategy Portfolio (Adviser changed to IIL from DSL on | % |
| 1/1/13) | ||
| 3rd Party SA | ING Greater China Fund (name change to ING Emerging Markets Equity Dividend Fund) | % |
| IIM Equity/Balanced | ING Growth and Income Portfolio | % |
| IIM Equity/Balanced | ING Growth Opportunities Fund | % |
| IIM Equity/Balanced | ING Hang Seng Index Portfolio | % |
| IIM Fixed | ING High Yield Bond Fund | % |
| IIM Equity/Balanced | ING Index Plus International Equity Fund (liquidated 2/22/13) | % |
| IIM Equity/Balanced | ING Index Plus LargeCap Fund (merged into ING Corporate Leaders 100 Fund on 7/21/12) | % |
| IIM Equity/Balanced | ING Index Plus LargeCap Portfolio | % |
| IIM Equity/Balanced | ING Index Plus MidCap Fund (merged into ING XXXX Cap Equity Fund on 7/21/12) | % |
| IIM Equity/Balanced | ING Index Plus MidCap Portfolio | % |
| IIM Equity/Balanced | ING Index Plus SmallCap Fund (merged into ING XXXX Cap Equity Fund on 7/21/12) | % |
| IIM Equity/Balanced | ING Index Plus SmallCap Portfolio | % |
| Fund of Funds | ING Index Solution Portfolios | % |
| IIM Fixed | ING Intermediate Bond Fund | % |
| IIM Fixed | ING Intermediate Bond Portfolio | % |
| 3rd Party SA | ING International Capital Appreciation Fund (liquidated 3/23/12) | % |
| 3rd Party SA | ING International Core Fund (effective 2/8/11) | % |
| 3rd Party SA | ING International Growth Fund (effective 1/5/11. Name changed to ING Multi-Manager | % |
| International Equity Fund on 07/01/13) | ||
| IIM Equity/Balanced | ING International Index Portfolio | % |
| 3rd Party SA | ING International Real Estate Fund | % |
| 3rd Party SA | ING International Small Cap Fund | % |
| 3rd Party SA | ING International Value Choice Fund (merged into ING International Value Equity on 7/13/13) | % |
| IIM Equity/Balanced | ING International Value Equity Fund (effective 11/30/12) | % |
| IIM Equity/Balanced | ING International Value Fund (merged into ING International Value Equity Fund on 7/13/13) | % |
| IIM Equity/Balanced | ING International Value Portfolio | % |
| IIM Fixed | ING Investment Grade Credit Fund | % |
| IIM Equity/Balanced | ING Japan TOPIX Index Portfolio | % |
| IIM Equity/Balanced | ING Large Cap Growth Fund (effective 3/1/12) | % |
| IIM Equity/Balanced | ING Large Cap Growth Portfolio | % |
| IIM Equity/Balanced | ING Large Cap Value Fund (name change from ING Equity Dividend Fund) | % |
| IIM Equity/Balanced | ING Large Cap Value Portfolio | % |
| IIM Fixed | ING Limited Maturity Bond Portfolio | % |
| IIM Fixed | ING Liquid Assets Portfolio | % |
| IIM Equity/Balanced | ING MidCap Opportunities Fund | % |
| IIM Equity/Balanced | ING MidCap Opportunities Portfolio | % |
| 3rd Party SA | ING MidCap Value Fund (effective 10/3/11) | % |
| IIM Fixed | ING Money Market Fund | % |
| IIM Fixed | ING Money Market Portfolio | % |
| 3rd Party SA | ING Multi-Manager International Equity Fund (effective 7/1/13) | % |
| Fund of Funds | ING Oppenheimer Active Allocation Portfolio (merged into ING X. Xxxx Price Capital | % |
| Appreciation Portfolio on 3/23/13) | ||
| 3rd Party SA | ING Real Estate Fund | % |
| Fund of Funds | ING Retirement Portfolios (effective 1/1/14) | % |
| Fund of Funds | ING Retirement Solution Funds (effective 12/19/12) | % |
| IIM Equity/Balanced | ING Xxxxxxx Large Cap Growth Index Portfolio | % |
| IIM Equity/Balanced | ING Xxxxxxx Large Cap Index Portfolio | % |
| IIM Equity/Balanced | ING Xxxxxxx Large Cap Value Index Portfolio | % |
| IIM Equity/Balanced | ING Xxxxxxx Mid Cap Growth Index Portfolio | % |
| IIM Equity/Balanced | ING Xxxxxxx Mid Cap Index Portfolio | % |
| IIM Equity/Balanced | ING Xxxxxxx Xxxxx Cap Index Portfolio | % |
| Schedule A (Cont.) | ||
| Fund Type | Fund | Rate |
| 3rd Party SA | ING Russia Fund | % |
| IIM Fixed | ING Senior Income Fund | % |
| IIM Fixed | ING Short Term Bond Fund (effective 11/29/12) | % |
| IIM Equity/Balanced | ING Small Company Fund | % |
| IIM Equity/Balanced | ING Small Company Portfolio | % |
| IIM Equity/Balanced | ING SmallCap Opportunities Fund | % |
| IIM Equity/Balanced | ING SmallCap Opportunities Portfolio | % |
| IIM Equity/Balanced | ING XXXX Cap Equity Fund (effective 7/21/12) | % |
| Fund of Funds | ING Solution Portfolios | % |
| Fund of Funds | ING Strategic Allocation Portfolios | % |
| IIM Fixed | ING Strategic Income Fund (effective 10/15/12) | % |
| IIM Equity/Balanced | ING Tactical Asset Allocation Fund (liquidated 12/15/11) | % |
| IIM Fixed | ING U.S. Bond Index Portfolio (effective 2/21/12) | % |
| IIM Equity/Balanced | ING U.S. Stock Index Portfolio | % |
| IIM Equity/Balanced | ING Value Choice Fund (merged into ING Large Value Fund on 7/13/13) | % |
| IIM Equity/Balanced | ING WisdomTree Global High-Yielding Equity Index Portfolio (name change to ING Global | % |
| Value Advantage Portfolio on 7/12/13) | ||
|
For the fund of funds listed above, IIM will pay the amount stated in this Schedule A. IIM will not pay any amounts on assets in the underlying funds in these fund of funds. In addition, amounts due to USA from IIM for these fund of funds shall be reduced by amounts due to USA from Directed Services LLC (DSL) and/or its subsidiaries under the Intercompany Agreement between DSL and USA with respect to the underlying funds in these fund of funds. |
