Contract
Amendment to add | |
Class R6 shares | |
Exhibit 24(b)(8.112) | |
FIRST AMENDMENT TO THE | |
SELLING AND SERVICES AGREEMENT | |
AND | |
FUND PARTICIPATION AGREEMENT | |
This First Amendment, dated as of June 19, 2013, by and between ING Life Insurance | |
and Annuity Company, (“ING Life”) ING Institutional Plan Services, LLC, (ING Institutional”), ING | |
Financial Advisers, LLC (“ING Financial”) (collectively, “ING") and Xxxxxxxxx Xxxxxx Management | |
LLC | ("Distributor"), acting as agent for the registered open-end management investment companies whose |
shares are or may be underwritten by the Distributor (each a “Fund” or collectively the “Funds”) is made to | |
the Selling And Services Agreement And Fund Participation Agreement, dated as of October 22, 2009 (the | |
"Agreement"). Terms defined in the Agreement are used herein as therein defined. | |
WHEREAS, the parties desire to amend the Agreement to make Class R6 shares of the | |
Funds available for purchase by the Plans either directly or indirectly through Contracts as provided under | |
the terms of the Agreement to be effective as of the date that the Registration Statement on Form N1-A | |
under the Securities Act of 1933, as amended, becomes effective (“Effective Registration Date”); and | |
WHEREAS, the parties desire to update the list of share classes available as set forth in | |
Schedule A “Servicing Fees and 12b-1 Fees,” to the Agreement; and | |
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter | |
contained, the parties agree as follows: | |
1. | Schedule A to the Agreement is hereby deleted in its entirety and replaced with new Schedule |
A attached hereto | |
2. | Sections 5 and 6 of the Agreement, Servicing Fees and 12b-1 Fees, respectively, are hereby |
deleted in their entirety and replaced by new Schedule A attached hereto. The fees set forth on | |
Schedule A are payable subject to and in accordance with the terms of Paragraph 3 of this | |
Amendment. | |
3. | In connection with the sale of a Fund’s shares or servicing of the accounts of the Plans or |
Plan participants where the Sub-Administrator is the record owner or listed as the broker- | |
dealer of record, NBM LLC shall pay the fees set forth in Schedule A: (i) to the applicable | |
ING party r, if ING trades directly with the Fund; (ii) to the clearing broker through which | |
ING trades, on ING’s behalf; or (iii) to ING, if ING trades through a clearing broker and | |
NBM LLC is properly instructed in writing by both ING and the clearing broker to pay ING | |
directly. For accounts where a third-party broker-dealer is the record owner or listed as the | |
broker-dealer of record (i.e., a correspondent broker), NBM LLC shall pay ING such fees | |
unless NBM LLC is instructed in writing by both ING and the third-party broker-dealer that | |
such payment should be made to the broker-dealer of record. The provisions of any Rule 12b- | |
1 Plan between the Funds and NBM LLC shall control over this Agreement in the event of | |
any inconsistency. | |
4. | The Sub-Administrator acknowledges and agrees that certain Funds may offer multiple classes |
of shares and that certain classes are, or may become, closed to new investors. Specifically, | |
only Plans that have established accounts in Investor, Trust and/or Advisor Class shares of a | |
Fund prior to the offering of Class A or R3 Shares of such Fund and who have continuously | |
maintained an account in such Shares may purchase Investor, Trust and/or Advisor Class | |
shares. In addition, ING agrees that it has responsibility, to the extent that it is required by | |
applicable law, for the suitability and proper supervision of mutual fund recommendations, |
solicitations and sales to Plans or Plan participants and will ensure that they are aware of the | |||
advantages and disadvantages of selecting one class of shares over other classes of shares and | |||
are aware of the different methods of mutual fund financing. | |||
5. | Except as modified hereby, all other terms and conditions of the Agreement shall remain in full | ||
force and effect. | |||
6. | This Amendment may be executed in two or more counterparts, each of which shall be deemed | ||
to be an original, but all of which together shall constitute one and the same Amendment. | |||
ING LIFE INSURANCE AND ANNUITY | XXXXXXXXX XXXXXX | ||
COMPANY | MANAGEMENT LLC | ||
By: /s/Xxxx Xxxxxxx | By: /s/Xxxxxx Xxxxx | ||
Name: | Xxxx Xxxxxxx | Name: | Xxxxxx Xxxxx |
Title: | Vice President | Title: | President |
ING INSTITUTIONAL PLAN SERVICES, LLC | |||
By: /s/Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | ||
Title: | Vice President | ||
ING FINANCIAL ADVISERS, LLC | |||
By: /s/Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | ||
Title: | Vice President | ||
Page 2 of 4 |
SCHEDULE A |
Servicing Fees and 12b-1 Fees |
For Services rendered by ING under the Agreement with respect to Plan assets invested in the following |
Funds, Distributor shall pay the following fees to ING: |
Servicing Fees - The provision of shareholder and administrative services to Contract owners, to the |
Plans or to Participants shall be the responsibility of ING Financial, ING Life, ING Institutional or the |
Nominee and shall not be the responsibility of Distributor. The Nominee, or ING Life on behalf of its |
Separate Accounts, will be recognized as the sole shareholder of Fund shares purchased under this |
Agreement. It is further recognized that there will be a substantial savings to the Distributor and Funds in |
administrative expense and recordkeeping expenses by virtue of having one shareholder rather than |
multiple shareholders. In consideration of the administrative savings resulting from such arrangement, |
Distributor agrees to pay to ING Life or ING Institutional, as appropriate, a servicing fee, as specified |
below, based on the average net assets invested in the Funds through the Contracts or through ING Life's |
or ING Institutional's arrangements with Plans in each calendar quarter. The parties agree that all or a |
portion of such servicing fee may be derived from a Fund's 12b-1 plan. Distributor will make such |
payments to ING Life or ING Institutional within thirty (30) days after the end of each calendar quarter. |
Each payment will be accompanied by a statement showing the calculation of the fee payable to ING Life |
or ING Institutional for the quarter and such other supporting data as may be reasonably requested by |
ING Life or ING Institutional. If required by a Plan or by applicable law, ING Life or ING Institutional |
shall have the right to allocate to a Plan or to Participant accounts in a Plan all or a portion of such |
servicing fees, or to use servicing fees it collects from Distributor to offset other fees payable by the Plan |
to ING Life or ING Institutional. |
12b-1 Fees - To compensate ING Financial for its distribution of Fund Shares or administrative services |
related to Fund Shares, Distributor shall make quarterly payments to ING Financial, as specified below, |
based on the average net assets invested in the Funds through the Contracts or through ING Life's or ING |
Institutional's arrangements with Plans in each calendar quarter. Distributor will make such payments to |
ING Financial within thirty (30) days after the end of each calendar quarter. Each payment will be |
accompanied by a statement showing the calculation of the fee payable to ING Financial for the quarter |
and such other supporting data as may be reasonably requested by ING Financial. If required by a Plan or |
by applicable law, ING Financial shall have the right to allocate to a Plan or to Participant accounts in a |
Plan all or a portion of such 12b-1 fees, or to use 12b-1 fees it collects from Distributor to offset other |
fees payable by the Plan to ING Financial. |
Page 3 of 4 |
Fund Name | Share Class | Total | Sales Load | Administrative | Distribution- |
Compensation | Services | Related or | |||
Servicing | |||||
Fee1 | |||||
All Open-ended Mutual | |||||
Funds administered by | Investor | __ bps | None | __ bps | __ bps |
NBM LLC | |||||
All Open-ended Mutual | |||||
Funds administered by | Trust | __ bps1 | None | __ bps | __ bps2 |
NBM LLC | |||||
All Open-ended Mutual | |||||
Funds administered by | Advisor | __ bps | None | __ bps | __ bps |
NBM LLC | |||||
All Open-ended Mutual | |||||
Funds administered by | Institutional3 | __ bps | None | __ bps | __ bps |
NBM LLC | |||||
All Open-ended Mutual | |||||
Funds administered by | A3 | __ bps | Waived | __ bps | __ bps |
NBM LLC | |||||
All Open-ended Mutual | |||||
Funds administered by | R33 | __ bps | None | __ bps | __ bps |
NBM LLC | |||||
All Open-ended Mutual | |||||
Funds administered by | R63 | __ bps | None | __ bps | __ bps |
NBM LLC | |||||
To the extent that a Fund has approved a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as | |||||
amended, all or part of the fee with respect to that Fund may be payable from the proceeds of that plan. The parties | |||||
agree that all payments for services made under the Agreement shall be in accordance with a statement provided by | |||||
Distributor to ING that shall be based on each Fund's records with its transfer agent. | |||||
_______________________ | |||||
1 This fee is inclusive of any 12b-1 fee payable pursuant to a separate 12b-1 agreement and reflects the aggregate | |||||
12b-1 fees payable to the Company relating to the Funds covered by this Agreement. | |||||
2 Except for Trust Class shares of Xxxxxxxxx Xxxxxx Genesis Fund, Xxxxxxxxx Xxxxxx International Fund, | |||||
Xxxxxxxxx Xxxxxx Mid Cap Growth Fund and Xxxxxxxxx Xxxxxx Short Duration Bond Fund, which have no | |||||
12b-1 fees, and for which Total Compensation is __ bps, and for which NBM, the Fund’s Adviser, pays __ bps in | |||||
addition to the __ bps administration services fee. | |||||
3 Only omnibus or, in the case of retirement-related investments, omnibus-by- plan, accounts are permitted in Class | |||||
R3, Class R6 and Institutional Class. | |||||
Page 4 of 4 |