Amendment No. 3 to Amended and Restated Participation Agreement Franklin Templeton Variable Insurance Products Trust Franklin/Templeton Distributors, Inc. ING Life Insurance and Annuity Company ING USA Annuity and LIfe Insurance Company ReliaStar Life...
| Exhibit 24(b)(8.58) | |
| Amendment No. 3 to | |
| Amended and Restated Participation Agreement | |
| Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust | |
| Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc. | |
| ING Life Insurance and Annuity Company | |
| ING USA Annuity and LIfe Insurance Company | |
| ReliaStar Life Insurance Company | |
| ReliaStar Life Insurance Company of New York | |
| Directed Services, LLC | |
| ING Financial Advisers, LLC | |
| Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust (the “Trust”), | |
| Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc. (the “Underwriter,” and together with the Trust, “we” or | |
| “us”), ING Life Insurance and Annuity Company, ING USA Annuity and LIfe Insurance | |
| Company, ReliaStar Life Insurance Company and ReliaStar Life Insurance Company of New | |
| York (together the “Company” or “you”), and Directed Services, LLC, your distributor, on | |
| your behalf and on behalf of certain Accounts, have previously entered into an Amended and | |
| Restated Participation Agreement dated December 30, 2005, and subsequently amended June 5, | |
| 2007 and November 17, 2011 (the “Agreement”). The parties now desire to amend the | |
| Agreement by this amendment (the “Amendment”). | |
| Except as modified hereby, all other terms and conditions of the Agreement shall | |
| remain in full force and effect. Unless otherwise indicated, the terms defined in the Agreement | |
| shall have the same meaning in this Amendment. | |
| A M E N D M E N T | |
| For good and valuable consideration, the receipt of which is hereby acknowledged, the | |
| parties agree to amend the Agreement as follows: | |
| 1. | ING Financial Advisers, LLC is hereby added as a party to the Agreement; consents to |
| being added as a party to the Agreement and, as of the date of this Amendment is | |
| subject to all terms of the Agreement applicable to the Distributor. | |
| 2. | Section 4.4 and Section 6 of the Agreement are amended and restated in their entirety as |
| set forth in Attachment A to this Amendment. | |
| 3. | Schedules A, C and G of the Agreement are deleted and replaced in their entirety with |
| the Schedules A, C and G attached hereto, respectively. | |
| 4. | All other terms and provisions of the Agreement not amended herein shall remain in full |
| force and effect. | |
| ING Amd #3 to Restated FPA 2013-08-12.docx | |
| IN WITNESS WHEREOF, each of the parties has caused its duly authorized officers to | ||||
| execute this Amendment as of August 12, 2013. | ||||
| The Trust: | FRANKLIN ▇▇▇▇▇▇▇▇▇ VARIABLE INSURANCE | |||
| PRODUCTS TRUST | ||||
| Only on behalf of | ||||
| each Portfolio listed | ||||
| on Schedule C of | ||||
| the Agreement. | By: | /s/▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||
| Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ | ||||
| Title: | Vice President | |||
| The Underwriter: | FRANKLIN/▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC. | |||
| By: | /s/▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | ||||
| Title: | Vice President | |||
| The Companies: | ||||
| ING LIFE INSURANCE AND ANNUITY | ING USA ANNUITY AND LIFE INSURANCE | |||
| COMPANY | COMPANY | |||
| By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President | Title: | Vice President | |
| RELIASTAR LIFE INSURANCE COMPANY | RELIASTAR LIFE INSURANCE COMPANY OF | |||
| NEW YORK | ||||
| By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |
| Title: | Vice President | Title: | Vice President | |
| The Distributors: | ||||
| DIRECTED SERVICES, LLC. | ING FINANCIAL ADVISERS, LLC | |||
| By: /s/▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | |||
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ | Name: | ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: | Vice President | Title: | President | |
| 2 | ||||
| Attachment A to Amendment to Participation Agreement | |
| 4. | Fees, Expenses, Prospectuses, Proxy Materials and Reports |
| 4.4 | “Designated Portfolio Document” means the following documents we create |
| with respect to each Portfolio and provide to you: (1) a Portfolio’s prospectus, including a | |
| summary prospectus (together, “Prospectus”) if the Trust chooses to create one for a Portfolio | |
| and we and you have signed the necessary Participation Agreement Addendum; (2) its annual | |
| report to shareholders; (3) its semi-annual report to shareholders; (4) amendments or | |
| supplements to any of the foregoing if we direct you to deliver them to Contract owners; and | |
| (5) other shareholder communications including, without limitation, proxy statements, if we | |
| direct you to deliver them to Contract owners. | |
| “Document Event” means (1) with respect to the Prospectus, the effectiveness of a new annual | |
| post-effective amendment to the Prospectus to update financial statements and make other | |
| disclosure changes or other post-effective amendment to the Prospectus; (2) with respect to the | |
| Trust’s annual report and semi-annual reports to shareholders, the Trust’s creation of reports | |
| intended to satisfy the requirements of Section 30(a) of the 1940 Act applicable to the Trust; or | |
| (3) with respect to amendments or supplements to any of the foregoing or other shareholder | |
| communications, the Trust’s creation of such documents and provision of them to you. | |
| “Printing Expenses” means expenses of the physical creation of Designated Portfolio | |
| Documents, and not of their distribution to Contract owners (including, without limitation, | |
| mailing and postage expenses) or the provision of other services. | |
| Each time there is a Document Event with respect to a Designated Portfolio Document we | |
| shall, at your option, provide you with one of the following: | |
| (1) | one copy of the applicable Designated Portfolio Document for each Contract |
| owner with investments allocated to a subaccount corresponding to the Portfolio | |
| before the date of the Designated Portfolio Document (the “Contract Owner | |
| Recipients”); or | |
| (2) | a copy suitable for reproduction of such Designated Portfolio Document, in |
| which case we will reimburse you, as provided below under “Reimbursement | |
| Procedures,” for Printing Expenses you incur to create Designated Portfolio | |
| Documents in sufficient quantity so that one such Designated Portfolio | |
| Document is available for you to have delivered to each Contract Owner | |
| Recipient. | |
| Reimbursement Procedures | |
| Routine Reimbursements. Within six months following the delivery date of the | |
| Designated Portfolio Document (“Delivery Date”), we must receive your request | |
| for reimbursement and: (i) a statement of the number of Contract Owner | |
| Recipients; (ii) copies of all printing company invoices applicable to the Printing | |
| Expenses that you request we reimburse; (iii) a description of the methodology | |
| 3 | |
| used to determine the amount of reimbursement requested; and (iv) your | ||
| representation that the reimbursement request covers only Printing Expenses | ||
| covered by Section 4.4 of this Agreement; the date we have received all these | ||
| items is the “Request Date.” If we are able to validate your request based on the | ||
| information you provided as well as, among other things we believe to be | ||
| appropriate, our analysis of your previous reimbursement requests, if applicable, | ||
| and/or third party industry benchmarking information, then we will reimburse | ||
| you within sixty days of the Request Date. | ||
| Reimbursements requiring additional information. If we cannot validate your | ||
| reimbursement request based on the information you have provided to us and | ||
| our analysis described in the preceding paragraph, then we will request | ||
| additional information from you and work with you to validate your request. | ||
| Expenses not subject to reimbursement. We will not reimburse expenses related | ||
| to: (1) creation or provision of any Designated Portfolio Document for or to a | ||
| person who is not a Contract Owner Recipient of such document; (2) creation or | ||
| provision of any Designated Portfolio Document to a person accompanying, or | ||
| at the time of the delivery of, a confirmation of their purchase of or exchange | ||
| into subaccount shares corresponding to a Portfolio; (3) posting any Designated | ||
| Portfolio Document on your website; or (4) electronic filing of Designated | ||
| Portfolio Documents or other documents with the Securities and Exchange | ||
| Commission (using its ▇▇▇▇▇ or other system). | ||
| Statement of Additional Information. We shall provide you with a copy of the Trust’s current | ||
| statement of additional information, including any amendments or supplements to it (“SAI”), in | ||
| a form suitable for reproduction, but we will not pay Printing Expenses or other expenses with | ||
| respect to the SAI. | ||
| 6. | Sales Material, Information and Trademarks | |
| 6.1 | “Sales Literature/ Promotional Material” includes, but is not limited to, portions | |
| of the following that use any logo or other trademark related to the Trust, or Underwriter or its | ||
| affiliates, or refer to the Trust: advertisements (such as material published or designed for use | ||
| in a newspaper, magazine or other periodical, radio, television, telephone or tape recording, | ||
| videotape display, signs or billboards, motion pictures, web-sites and other electronic | ||
| communications or other public media), sales literature (i.e., any written communication | ||
| distributed or made generally available to customers or the public, including brochures, | ||
| circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts or any | ||
| other advertisement, sales literature or published article or electronic communication), | ||
| educational or training materials or other communications distributed or made generally | ||
| available to some or all agents or employees in any media, and disclosure documents, | ||
| shareholder reports and proxy materials. “Disclosure Documents” shall mean each item of the | ||
| following if prepared, approved or used by you and relating to a Contract, an Account, or a | ||
| Portfolio, and any amendments or revisions to such document: registration statements, | ||
| prospectuses, statements of additional information, private placement memoranda, retirement | ||
| plan disclosure information or other disclosure documents or similar information, as well as | ||
| any solicitation for voting instructions. | ||
| 4 | ||
| 6.2 | You may use the name of the Trust and trademarks and the logo of the |
| Underwriter in Sales Literature/Promotional Material as reasonably necessary to carry out your | |
| performance and obligations under this Agreement provided that you comply with the | |
| provisions of this Agreement. You agree to abide by any reasonable use guidelines regarding | |
| use of such trademarks and logos that we may give from time to time. You shall, as we may | |
| request from time to time, promptly furnish, or cause to be furnished to us or our designee, one | |
| complete copy of each item of the following: (i) Sales Literature/Promotional Material | |
| prepared, approved or used by you; and (ii) Disclosure Documents. | |
| 6.3 | You and your agents shall not give any information or make any representations |
| or statements on behalf of the Trust or concerning the Trust, the Underwriter or an Adviser, | |
| other than information or representations contained in and accurately derived from the | |
| registration statement or prospectus for the Trust shares (as such registration statement and | |
| prospectus may be amended or supplemented from time to time), annual and semi-annual | |
| reports of the Trust, Trust-sponsored proxy statements, or in Sales Literature/Promotional | |
| Material created by us for the Trust and provided by the Trust or its designee to you, except as | |
| required by legal process or regulatory authorities or with the written permission of the Trust or | |
| its designee. | |
| 6.4 | You agree, represent and warrant that you are solely responsible for any Sales |
| Literature/ Promotional Material prepared by you and that such material will: (a) conform to | |
| all requirements of any applicable laws or regulations of any government or authorized agency | |
| having jurisdiction over the offering or sale of shares of the Portfolios or Contracts; (b) be | |
| solely based upon and not contrary to or inconsistent with the written information or materials | |
| provided to you by us or a Portfolio, including the Trust’s prospectus and statement of | |
| additional information; and (c) be made available promptly to us upon our request. You agree | |
| to file any Sales Literature/Promotional Material prepared by you with FINRA, or other | |
| applicable legal or regulatory authority, within the timeframes that may be required from time | |
| to time by FINRA or such other legal or regulatory authority. Unless otherwise expressly | |
| agreed to in writing, it is understood that we will neither review nor approve for use any | |
| materials prepared by you and will not be materially involved in the preparation of, or have any | |
| responsibility for, any such materials prepared by you. You are not authorized to modify or | |
| translate any materials we have provided to you. | |
| 6.5 | You shall promptly notify us of any written customer complaint or notice of any |
| regulatory investigation or proceeding received by you relating to any Sales | |
| Literature/Promotional Material. | |
| 6.6 | Other than naming you as a Trust shareholder, we shall not give any information |
| or make any representations or statements on behalf of you or concerning you, the Accounts or | |
| the Contracts other than information or representations contained in and accurately derived | |
| from Disclosure Documents (as such Disclosure Documents may be amended or supplemented | |
| from time to time), or in materials approved by you for distribution, including Sales Literature/ | |
| Promotional Material, except as required by legal process or regulatory authorities or with your | |
| written permission. | |
| 6.7 | Except as provided in Section 6.2, you shall not use any designation comprised |
| in whole or part of the names or marks “Franklin” or “▇▇▇▇▇▇▇▇▇” or any logo or other | |
| trademark relating to the Trust or the Underwriter without prior written consent, and upon | |
| 5 | |
| termination of this Agreement for any reason, you shall cease all use of any such name or ▇▇▇▇ | |
| as soon as reasonably practicable. | |
| 6.8 | You shall furnish to us ten (10) Business Days prior to its first submission to the |
| SEC or its staff, any request or filing for no-action assurance or exemptive relief naming, | |
| pertaining to, or affecting, the Trust, the Underwriter or any of the Portfolios. | |
| 6.9 | You agree that any posting of Designated Portfolio Documents on your website |
| or use of Designated Portfolio Documents in any other electronic format will result in the | |
| Designated Portfolio Documents: (i) appearing identical to the hard copy printed version or | |
| .pdf format file provided to you by us (except that you may reformat .pdf format prospectus | |
| files in order to delete blank pages and to insert .pdf format prospectus supplement files | |
| provided by us to you); (ii) being clearly associated with the particular Contracts in which they | |
| are available and posted in close proximity to the applicable Contract prospectuses; (iii) having | |
| no less prominence than prospectuses of any other underlying funds available under the | |
| Contracts; (iv) in compliance with any statutory prospectus delivery requirements and (v) being | |
| used in an authorized manner. Notwithstanding the above, you understand and agree that you | |
| are responsible for ensuring that participation in the Portfolios, and any website posting, or | |
| other use, of the Designated Portfolio Documents is in compliance with this Agreement and | |
| applicable state and federal securities and insurance laws and regulations, including as they | |
| relate to paper or electronic delivery or use of fund prospectuses. We reserve the right to | |
| inspect and review your website if any Designated Portfolio Documents and/or other Trust | |
| documents are posted on your website and you shall, upon our reasonable request, provide us | |
| timely access to your website materials to perform such inspection and review. | |
| In addition, you agree to be solely responsible for maintaining and updating the | |
| Designated Portfolio Documents’ .pdf files and removing and/or replacing promptly any | |
| outdated prospectuses and other documents, as necessary, ensuring that any accompanying | |
| instructions by us, for using or stopping use, are followed. You agree to designate and make | |
| available to us a person to act as a single point of communication contact for these purposes. | |
| We are not responsible for any additional costs or additional liabilities that may be incurred as a | |
| result of your election to place the Designated Portfolio Documents on your website. We | |
| reserve the right to revoke this authorization, at any time and for any reason, although we may | |
| instead make our authorization subject to new procedures. | |
| 6 | |
| Schedule A |
| The Company and its Distributor |
| THE COMPANY |
| ING Life Insurance and Annuity Company |
| ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| An insurance company incorporated in Connecticut. |
| ING USA Annuity and Life Insurance Company |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| An insurance company incorporated in Minnesota. Effective December 21, 1993, |
| changed its state of domicile to Delaware. |
| ReliaStar Life Insurance Company |
| ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ |
| ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| A life insurance company incorporated in Minnesota. |
| ReliaStar Life Insurance Company of New York |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| A life insurance company incorporated in New York. |
| THE DISTRIBUTOR |
| Directed Services, LLC. |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ |
| A corporation incorporated in Delaware. |
| ING Financial Advisers, LLC |
| ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ |
| A corporation incorporated in Delaware. |
| 7 |
| Schedule C | |
| Available Portfolios and Classes of Shares of the Trust | |
| All Classes of Shares of the Trust: | |
| 1. | Franklin Growth and Income Securities Fund – Classes 1 and 2 |
| 2. | Franklin Income Securities Fund – Classes 1, 2 and 4 |
| 3. | Franklin Small Cap Value Securities Fund – Classes 1, 2 and 4 |
| 4. | Franklin Small-Mid Cap Growth Securities Fund – Classes 1, 2 and 4 |
| 5. | Franklin U.S. Government Fund – Classes 1 and 2 |
| 6. | Mutual Shares Securities Fund – Classes 1, 2 and 4 |
| 7. | ▇▇▇▇▇▇▇▇▇ Developing Markets Securities Fund – Classes 1, 2 and 4 |
| 8. | ▇▇▇▇▇▇▇▇▇ Foreign Securities Fund – Classes 1, 2 and 4 |
| 9. | ▇▇▇▇▇▇▇▇▇ Global Bond Securities Fund – Classes 1, 2 and 4 |
| 10. | ▇▇▇▇▇▇▇▇▇ Growth Securities Fund – Classes 1, 2 and 4 |
| 11. | Franklin Flex Cap Growth Securities Fund – Classes 2 and 4 |
| 12. | Franklin Global Real Estate Securities Fund- Classes 1 and 2 |
| 13. | Franklin High Income Securities Fund – Classes 1 and 2 |
| 14. | Franklin Large Cap Growth Securities Fund – Classes 1 and 2 |
| 15. | Franklin Large Cap Value Securities Fund – Class 2 |
| 16. | Franklin Rising Dividends Securities Fund – Classes 1, 2 and 4 |
| 17. | Franklin Strategic Income Securities Fund – Classes 1, 2 and 4 |
| 18. | Franklin ▇▇▇▇▇▇▇▇▇ VIP Founding Funds Allocation Fund – Classes 1, 2 and 4 |
| 19. | Mutual Global Discovery Securities Fund – Classes 1, 2 and 4 |
| 8 | |
| Schedule G | |
| Addresses for Notices | |
| To the Company: | ING Life Insurance and Annuity Company |
| ReliaStar Life Insurance Company | |
| ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ | |
| Attention: ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Legal Department | |
| ING USA Annuity and Life Insurance Company | |
| ReliaStar Life Insurance Company of New York | |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ | |
| Counsel – Retail Annuities | |
| To the Distributor | Directed Services, LLC |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇ | |
| Chief Compliance Officer – Retail Annuities. | |
| ING Financial Advisers, LLC | |
| ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ | |
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇ ▇▇▇▇▇▇, Vice President | |
| To the Trust: | Franklin ▇▇▇▇▇▇▇▇▇ Variable Insurance Products Trust |
| ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Vice President | |
| To the Underwriter: | Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc. |
| ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇ | |
| ▇▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | |
| Attention: ▇▇▇▇▇ ▇▇▇▇▇, President | |
| If to the Trust or Underwriter | |
| with a copy to: | Franklin ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ |
| ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇ | |
| ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | |
| Attention: General Counsel | |
| 9 | |
