Fifth Amendment to the Master Shareholder Services Agreement for the Franklin Templeton Funds

Exhibit 24(b)(8.64)
Fifth Amendment to the Master Shareholder Services Agreement for
the Franklin Xxxxxxxxx Funds
Effective as of the 1st day of July, 2013, this Amendment is made to the Master Shareholder Services
Agreement for the Franklin Xxxxxxxxx Funds dated August 28, 2000, as amended, (the “Agreement”)
between ING Life Insurance and Annuity Company and ING Financial Advisers, LLC (collectively
“you”), Franklin Xxxxxxxxx Investor Services, LLC (“Transfer Agent”) and Franklin Xxxxxxxxx
Distributors, Inc. (“Distributors,” together Transfer Agent and Distributors shall be referred to as “we” or
“us”).
The parties hereby amend the Agreement as follows:
1. Section 7.B. of the Agreement is hereby amended and restated as follows:
B.	In recognition of the Benefit Plan services you provide to Benefit Plan
participants investing indirectly in Fund shares through annuity contracts and separate accounts
Transfer Agent will, on behalf of each Fund, pay you a fee of (__) basis points per annum
of the average daily net asset value of the Fund’s shares issued to a separate account over a three-
month period. Beneficial owner servicing fees may be changed in Transfer Agent’s discretion or
in the discretion of the Funds’ boards of directors or trustees upon reasonable notice to you.
	Transfer Agent will not remit beneficial owner servicing fees on behalf of Class
R6 shares of Funds designed for certain employer sponsored retirement plans.
	Transfer Agent will also not remit beneficial owner servicing fees on behalf of
certain Funds designed for institutional investors. Currently, these Funds include (i) Templeton
Institutional Funds: Emerging Market Series, Foreign Equity Series (Primary Shares), Foreign
Smaller Companies Series and Global Equity Series; (ii) Franklin Global Trust: Franklin
Xxxxxxxxx Emerging Market Debt Opportunities Fund; and (iii) Institutional Fiduciary Trust:
Money Market Portfolio. Transfer Agent also may not remit beneficial owner servicing fees on
behalf of future Funds designed for institutional investors.
	Additionally, Transfer Agent will not remit beneficial owner servicing fees on
behalf of Franklin Xxxxxxxxx money funds. Currently, these include (i) Franklin Money Fund;
(ii) Franklin Tax-Exempt Money Fund; (iii) Franklin California Tax-Exempt Money Fund; (iv)
Franklin Xxxxxxxxx Money Fund – Class A, Class C, and Class R. Transfer Agent also may not
remit beneficial owner servicing fees on behalf of future Franklin Xxxxxxxxx money funds.
	The beneficial owner servicing fees set forth in this Agreement shall be payable
quarterly on an off-calendar quarter basis (quarters ending in January, April, July and October).
If this Agreement is not superseding an existing agreement whereby you receive beneficial owner
servicing fees from us, your payments will begin to accrue at the beginning of the next off-
calendar quarter after the effective date of this Agreement. You shall provide Transfer Agent
with a statement (“Statement”) within fifteen (15) days of the end of each calendar month setting

	forth on a Fund by Fund basis the total number of Benefit Plan participants in each Benefit Plan
	with an indirect interest in each Fund’s shares registered to each separate account as of the last
	business day of that calendar month, along with any other supporting data reasonably requested
	by Transfer Agent. Beneficial owner servicing fees for a quarter are payable only upon your
	timely delivery and our receipt and acceptance of each complete and accurate monthly Statement
	for the months within the quarter. Once a beneficial owner servicing fee becomes payable, we
	will make every effort to deliver payment within thirty (30) days.
Except to the extent amended by this amendment, the Agreement shall remain unchanged and in full force
and effect.
IN WITNESS WHEREOF, the undersigned have each caused this amendment to be executed by its
duly authorized officer.
ING LIFE INSURANCE AND ANNUITY		FRANKLIN XXXXXXXXX
COMPANY		DISTRIBUTORS, INC.
By: /s/Xxxx Xxxxxxx		By: /s/Xxxxxx X. Xxxxxxx
Name:	Xxxx Xxxxxxx	Name:	Xxxxxx X. Xxxxxxx
Title:	Vice President	Title:	Vice President
Date:	7/10/13	Date:	7/24/13
ING FINANCIAL ADVISERS, LLC		FRANKLIN XXXXXXXXX INVESTOR
		SERVICES, LLC
By: /s/Xxxxxxx X. Xxxxxxx		By: /s/Xxxxx X. Xxx, Xx.
Name:	Xxxxxxx Xxxxxxx	Name:	Xxxxx X. Xxx, Xx.
Title:	President	Title:	President
Date:	7/15/13	Date:	7/22/13