Exhibit 99.B(e)(2)(i)
FORM OF
ING FINANCIAL ADVISERS, LLC
AMENDMENT TO
DISTRIBUTION SERVICES AGREEMENT
August 31, 2005
ING USA Annuity and Life Insurance Company
0000 Xxxxxxxx Xxxxx
Xxxx Xxxxxxx, XX 00000
Ladies and Gentlemen:
We wish to amend the Distribution Services Agreement dated as of the 15th day of
November, 2002, and subsequently amended March 27, 2003 and November 1, 2004
respectively (the "Agreement"), by and between ING Financial Advisers, LLC (the
"Distributor") and ING USA Annuity and Life Insurance Company.
We hereby amend the Agreement in the following form:
1. The first sentence of the first paragraph of the Agreement is hereby
deleted and replaced by the following sentence:
"We serve as distributor of the Adviser Class and Class T shares ("Shares")
of the investment portfolios (each a "Portfolio" and collectively the
"Portfolios") of ING Partners, Inc. (formerly, Portfolio Partners, Inc.) (the
"Fund") listed on Schedule A attached to this Agreement."
2. By replacing the existing AMENDED SCHEDULE A with the AMENDED SCHEDULE A
attached hereto.
3. All of the other provisions contained in the Agreement shall remain in full
force and effect.
4. This Amendment shall become effective as of the date first written above.
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ING FINANCIAL ADVISERS, LLC
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Name: Terran X. Xxxxx
Title: Vice President, Advisory Services
ACCEPTED AND AGREED TO:
ING USA Annuity and Life Insurance Company
By:
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Name: Xxxxxxxx X. Xxxxx
Title: Vice President
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AMENDED SCHEDULE A
TO
DISTRIBUTION SERVICES AGREEMENT
You will assist in the distribution of the Adviser Class and T Class Shares of
Common Stock, par value $.001 of ING Partners, Inc. (the "Shares") and, in
addition to other fees to which you may be entitled, shall receive fees at an
annual rate set forth below in respect of the following Shares payable pursuant
to Rule 12b-1 under the Investment Company Act of 1940.*
ADVISER CLASS CLASS T
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ING American Century Large Company Value Portfolio 0.25%
ING American Century Select Portfolio 0.25%
ING American Century Small Cap Value Portfolio 0.25%
ING Baron Small Cap Growth Portfolio 0.25%
ING Fidelity(R)VIP Contrafund(R)Portfolio 0.25%
ING Fidelity(R)VIP Equity-Income Portfolio 0.25%
ING Fidelity(R)VIP Growth Portfolio 0.25%
ING Fidelity(R)VIP Mid Cap Portfolio 0.25%
ING Fundamental Research Portfolio 0.25%
ING Xxxxxxx Xxxxx(R)Capital Growth Portfolio 0.25%
ING Xxxxxxx Sachs(R)Core Equity Portfolio 0.25%
ING JPMorgan Xxxxxxx International Portfolio 0.25%
ING JPMorgan Mid Cap Value Portfolio 0.25%
ING MFS Capital Opportunities Portfolio 0.25%
ING OpCap Balanced Value Portfolio 0.25%
ING Xxxxxxxxxxx Global Portfolio 0.25%
ING Xxxxxxxxxxx Strategic Income Portfolio 0.25%
ING PIMCO Total Return Portfolio 0.25%
ING Salomon Brothers Aggressive Growth Portfolio 0.25%
ING Salomon Brothers Fundamental Value Portfolio 0.25%
ING Salomon Brothers Large Cap Growth Portfolio 0.25%
ING Solution 2015 Portfolio 0.25% 0.50%
ING Solution 2025 Portfolio 0.25% 0.50%
ING Solution 2035 Portfolio 0.25% 0.50%
ING Solution 2045 Portfolio 0.25% 0.50%
ING Solution Income Portfolio 0.25% 0.50%
ING X. Xxxx Price Diversified Mid Cap Growth Portfolio 0.25%
ING X. Xxxx Price Growth Equity Portfolio 0.25%
ING UBS U.S. Large Cap Equity Portfolio 0.25%
ING Xxx Xxxxxx Xxxxxxxx Portfolio 0.25%
ING Xxx Xxxxxx Equity and Income Portfolio 0.25%
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* Rule 12b-1 fees will be paid quarterly within one month following the end
of each calendar quarter after you supply services to your customers who
purchase Shares. These fees are based on the average daily net asset
value of the Shares during the period covered by the payment. You will
not receive payment of any fees for any quarterly period if you are
entitled to less than $1,000. To the extent that we are required to waive
any portion of the Rule 12b-1 fees payable to us by ING Partners, Inc.,
you shall waive a proportionate share of the Rule 12b-1 fees payable to
you hereunder.
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