INTERCOMPANY AGREEMENT THIS AGREEMENT is executed as of the date below between ING Investment Management
Exhibit 24(b)(8.18) | ||
INTERCOMPANY AGREEMENT | ||
THIS AGREEMENT is executed as of the date below between ING Investment Management | ||
LLC (“IIM”), and Reliastar Life Insurance Company (“RLIC”). | ||
WHEREAS, IIM conducts an asset management business through various companies that | ||
provide investment advice to and perform administrative services for certain U.S. registered | ||
investment companies (“Funds”), including ING Investment, LLC (“IIL”), an investment adviser | ||
for certain Funds; | ||
WHEREAS, RLIC 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; | ||
WHEREAS both IIM and RLIC are indirect wholly owned subsidiaries of ING Groep, | ||
N.V, and, are under common control of such parent company; | ||
WHEREAS both IIM and RLIC desire to allocate the collective resources of ING’s | ||
United States operations in a manner which supports RLIC’s insurance business; and | ||
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good | ||
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the | ||
parties hereby agree as follows: | ||
1 | . | Payments |
IIM shall pay and/or shall cause its subsidiaries to pay, to RLIC, within thirty (30) days after the | ||
end of each calendar month, the amounts derived from applying the annual rates listed in | ||
Schedule A against the average net assets invested in the Funds by RLIC and by RLIC non- | ||
insurance customers during the prior calendar month (the “Intercompany Payments”). The | ||
methodology used to determine the amount of each month’s Intercompany Payment shall be as | ||
follows: | ||
(a) No later than the 20th calendar day of each calendar month, RLIC or its | ||
designee shall provide, or cause to be provided, the average net assets of the prior | ||
calendar month to be used in calculating such ownership percentages and the assets shall | ||
be grouped by business line. | ||
(b) On a fund by fund basis, the RLIC average net assets will be calculated by | ||
applying RLIC’s prior calendar month actual average net asset ownership percentage to | ||
the current calendar month’s average net assets. | ||
(c) RLIC average net assets shall be multiplied by the annual rates listed in | ||
Schedule A on a fund by fund basis and then adjusted for a monthly payment rate (annual | ||
rate * 1/calendar days in year * days in calendar month) | ||
(d) The Intercompany Payment for any calendar month shall equal the sum of the | ||
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fund by fund calculations described in sub-paragraph (c) above. | ||
The Intercompany Payments shall be paid from IIM’s own resources, or those of its subsidiaries, | ||
and therefore shall not result in any increase in the expenses borne by the Funds or their | ||
shareholders. The rates listed in Schedule A will be reviewed at least once each calendar quarter | ||
and may be modified at any time by mutual written consent. | ||
Intercompany Payments will be calculated and paid as hereinabove provided, and RLIC shall | ||
account for such Intercompany Payments in conformity with customary insurance accounting | ||
practices. The books, accounts and records of each party shall be maintained so as to clearly and | ||
accurately disclose the precise details of the Intercompany Payments. IIM and/or its subsidiaries | ||
shall keep such books, records and accounts insofar as they pertain to the computation of the | ||
Intercompany Payments available upon reasonable notice for audit, inspection and copying by | ||
RLIC and persons authorized by it or any governmental agency having jurisdiction over RLIC | ||
during all reasonable business hours | ||
. | ||
2 | . | Required Disclosure |
Each party will make all disclosures relating to this Agreement and the payments made | ||
hereunder, as required under applicable state or federal law, rule, or regulation, including any | ||
subsequent release, interpretation, rule or regulation of the SEC or any other regulatory or self- | ||
regulatory organization applicable to IIM or RLIC in connection with this Agreement | ||
(“Applicable Law”). | ||
3 | . | Notices |
Any notice required or permitted to be given by either party to the other shall be deemed | ||
sufficient if sent by registered or certified mail, postage prepaid, or overnight courier and | ||
addressed by the party giving notice to the other party at the last address furnished by the other | ||
party to the party giving notice: if to IIM: 000 Xxxx Xxxxxx, Xxx Xxxx, XX 00000 in care of | ||
Chief Financial Officer with a copy to the Legal Department; if to RLIC: 00 Xxxxxxxxxx Xxxxxx | ||
Xxxxx, Xxxxxxxxxxx, XX 00000, in care of Annuity Financial Actuary with copy to Legal | ||
Department. | ||
4 | . | Governing Law |
This Agreement will be construed in accordance with the laws of the State of Delaware, without | ||
giving effect to any conflicts of law principles thereof. | ||
5 | . | Effective Date |
This Agreement shall be effective as of January 1, 2010, and, unless terminated as provided, shall | ||
continue in force for one year from the effective date and thereafter from year to year, unless and | ||
until terminated in accordance with Section 8 below. | ||
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6 | . | Entire Agreement and Amendment |
This Agreement constitutes the entire agreement between the parties hereto and supersedes any | ||
prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This | ||
Agreement or any part hereof may be changed or waived only by an instrument in writing signed | ||
by the party against which enforcement of such change or waiver is sought. | ||
7 | . | Assignment |
This Agreement may not be assigned by either party without the written consent of the other. | ||
8 | . | Termination |
(a) | Except under the circumstances described in paragraphs (b) and (c) of this Section 8, | |
this Agreement may only be terminated by the mutual written agreement of the | ||
parties. If this Agreement is so terminated, the payments specified in Section 1 shall | ||
continue for a period of six (6) months, or a shorter period if agreed to by the parties. | ||
(b) | If a Change in Control (within the meaning assigned to that term below), of a party | |
(the “Changed Party”) occurs, and if the other party (the “Remaining Party”) has not | ||
consented in writing to the continuation of this Agreement notwithstanding such | ||
Change in Control, then this Agreement may be terminated at the option of the | ||
Remaining Party by sending written notice to the Changed Party and the | ||
Intercompany Payments shall cease upon the Agreement’s termination. “Change in | ||
Control" means the occurrence of any one or more of the following: (i) the transfer of | ||
control of a party to another entity; or (ii) the consummation of a reorganization, | ||
merger, share exchange, consolidation, or sale or disposition of all or substantially all | ||
of the assets of a party; provided, however, that the occurrence of an event described | ||
in clauses (i) or (ii) above shall not constitute a Change in Control if either (a) the | ||
entity that acquires control of a party was already an Affiliate of the party prior to the | ||
event , or (b) the parties remain Affiliates of one another immediately following the | ||
Change in Control. “Affiliate” means, with respect to a party, an entity that controls, | ||
is under common control, or is controlled by, such party. | ||
(c) | This Agreement will terminate automatically and the Intercompany Payments shall | |
thereupon immediately cease if the Intercompany Payments are adjudged or otherwise | ||
determined to the satisfaction of both parties to be contrary to law. | ||
9 | . | Severability |
If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or | ||
otherwise invalid, the remaining portion or portions shall be considered severable and not be | ||
affected, and the rights and obligations of the parties shall be construed and enforced as if the | ||
Agreement did not contain the particular part, term or provision held to be illegal or invalid. | ||
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10 | . | Miscellaneous | |||
(a) | The heading of each provision of this Agreement is for descriptive purposes only | ||||
and shall not be deemed to modify or qualify any of the rights or obligations set forth in each | |||||
such provision. | |||||
(b) | This Agreement may be executed in counterparts. | ||||
11 | . | Force Majeure | |||
IIM shall not be liable for losses caused directly or indirectly by government restrictions, | |||||
exchange or market rulings, suspension of trading, war, acts of terrorism, strikes, failures of the | |||||
mails or other communications systems, mechanical or electronic failure, failure of third parties | |||||
to follow instructions, for other causes commonly known as “acts of God,” or for any other cause | |||||
not reasonably within IIM’s control, whether or not such cause was reasonably foreseeable. | |||||
IN WITNESS WHEREOF, the parties have each duly executed this Agreement on this | |||||
22nd day of December 2010. | |||||
ING INVESTMENT MANAGEMENT LLC | RELIASTAR LIFE INSURANCE | ||||
COMPANY | |||||
By:_/s/ Xxxxxx Xxxxxx | By: | /s/ Xxxxx X. Xxxxxx | |||
Name: Xxxxxx Xxxxxx | Name: | Xxxxx X. Xxxxxx | |||
Title: Senior Vice President | Title: | Vice President | |||
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Schedule A | ||||||
Amended and Restated as of | ||||||
As described in Section 1 RLIC 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. | ||||||
FUND NAME | Payment | FUND NAME | Payment | |||
IIM Sub-advised Equity and | ||||||
Balanced Funds | IIM Sub-advised Fixed Income Funds | |||||
ING Balanced Fund | % | Brokerage Cash Reserves | % | |||
ING Balanced Portfolio | % | ING Classic Money Market Fund | % | |||
ING Core Equity Research Fund | ||||||
(F/K/A ING Growth and Income | ING Floating Rate Fund (Effective | |||||
Fund) | % | 8/17/10 | ) | % | ||
ING Corporate Leaders 100 Fund | % | ING GET U.S. Core Portfolio - Series 10 | % | |||
ING Corporate Leaders Trust Fund | ||||||
Series B | % | ING GET U.S. Core Portfolio - Series 11 | % | |||
ING Euro STOXX 50 Index Portfolio | ||||||
(F/K/A ING Dow Xxxxx Euro | ||||||
STOXX 50 Index Portfolio) | % | ING GET U.S. Core Portfolio - Series 12 | % | |||
ING Equity Dividend Fund | % | ING GET U.S. Core Portfolio - Series 13 | % | |||
ING FTSE 100 Index Portfolio | % | ING GET U.S. Core Portfolio - Series 14 | % | |||
ING Global Natural Resources Fund | % | ING GET U.S. Core Portfolio - Series 5 | % | |||
ING Growth and Income Portfolio | % | ING GET U.S. Core Portfolio - Series 6 | % | |||
ING Growth Opportunities Fund | % | ING GET U.S. Core Portfolio - Series 7 | % | |||
ING Hang Seng Index Portfolio | % | ING GET U.S. Core Portfolio - Series 8 | % | |||
ING Index Plus LargeCap Fund | % | ING GET U.S. Core Portfolio - Series 9 | % | |||
ING Index Plus LargeCap Portfolio | % | ING Global Bond Fund | % | |||
ING Index Plus MidCap Fund | % | ING GNMA Income Fund | % | |||
ING Index Plus MidCap Portfolio | % | ING High Yield Bond Fund | % | |||
ING Index Plus SmallCap Fund | % | ING Intermediate Bond Fund | % | |||
ING Index Plus SmallCap Portfolio | % | ING Intermediate Bond Portfolio | % | |||
ING International Index Portfolio | % | ING Money Market Fund | % | |||
ING Index Plus International Equity | ||||||
Fund (Effective 6/30/10) | 0.30 | % | ING Money Market Portfolio | % | ||
ING Principal Protection Fund XII | ||||||
ING International Value Fund | % | (1/1/10 to 2/16/10) | % | |||
ING International Value Portfolio | % | ING Senior Income Fund | % | |||
ING Japan TOPIX Index Portfolio | ||||||
(F/K/A ING Japan Equity Index | ||||||
Portfolio) | % | |||||
ING MidCap Opportunities Fund | % | ING Limited Maturity Bond Portfolio | 0.00 | % | ||
ING MidCap Opportunities Portfolio | % | ING Liquid Assets Portfolio | 0.00 | % | ||
ING NASDAQ 100 Index Portfolio | % | |||||
ING Opportunistic LargeCap Fund | ||||||
(1/10/10 to 8/21/10) | % | Fund of Funds | ||||
ING Opportunistic LargeCap | ||||||
Portfolio (1/1/10 to 8/20/10) | % | ING Capital Allocation Fund (1) | 0.00 | % | ||
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ING Xxxxxxx Global Large Cap Index | ||||
75% Portfolio (1/1/10 to 4/29/10) | % | ING Diversified International Fund (1) | % | |
ING Xxxxxxx Large Cap Growth | ||||
Index Portfolio | % | ING Global Target Payment Fund (1) | % | |
ING Xxxxxxx Large Cap Index | ING Oppenheimer Active Allocation | |||
Portfolio | % | Portfolio (1) | % | |
ING Xxxxxxx Large Cap Value Index | ||||
Portfolio | % | ING Strategic Allocation Funds (1) | % | |
ING Xxxxxxx Mid Cap Growth Index | ||||
Portfolio | % | ING Strategic Allocation Portfolios (1) | % | |
ING Xxxxxxx Mid Cap Index Portfolio | % | ING Index Solution Portfolios (1) | % | |
ING Xxxxxxx Xxxxx Cap Index | ||||
Portfolio | % | ING Solution 2015 Portfolio (1) | % | |
ING Small Company Fund | % | ING Solution 2025 Portfolio (1) | % | |
ING Small Company Portfolio | % | ING Solution 2035 Portfolio (1) | % | |
ING SmallCap Opportunities Fund | % | ING Solution 2045 Portfolio (1) | % | |
ING SmallCap Opportunities | ||||
Portfolio | % | ING Solution 2055 Portfolio (1) | % | |
ING Tactical Asset Allocation Fund | % | ING Solution Income Portfolio (1) | % | |
ING WisdomTree Global High- | ING Solution Aggressive Growth | |||
Yielding Equity Index Portfolio | % | Portfolio (1) | % | |
ING Solution Conservative Portfolio (1) | % | |||
ING Focus 5 Portfolio (1/10/10 to | ||||
4/29/10) | % | ING Solution Growth Portfolio (1) | % | |
ING Global Resources Portfolio | % | ING Solution Moderate Portfolio (1) | % | |
ING Large Cap Growth Portfolio | ||||
(Effective 6/12/10) | % | |||
American Funds Master Feeder | ||||
ING Stock Index Portfolio | % | Funds | ||
ING American Funds Asset Allocation | ||||
Portfolio | N/A | |||
Third-Party Sub-advised Funds | ING American Funds Bond Portfolio | N/A | ||
ING Alternative Beta Fund | % | ING American Funds Growth Portfolio | N/A | |
ING American Funds Growth-Income | ||||
ING Asia-Pacific Real Estate Fund | % | Portfolio | N/A | |
ING BlackRock Science and | ING American Funds International | |||
Technology Opportunities Portfolio | % | Portfolio | N/A | |
ING Clarion Global Real Estate | ||||
Portfolio | % | |||
ING Emerging Countries Fund | % | |||
ING European Real Estate Fund | % | |||
ING Global Equity Dividend Fund | % | |||
ING Global Opportunities Fund | ||||
(F/K/A ING Foreign Fund) | % | |||
ING Global Real Estate Fund | % | |||
ING Global Value Choice Fund | % | |||
ING Greater China Fund | % | |||
ING Index Plus International Equity | ||||
Fund (1/1/10 to 6/29/10) | % | |||
ING International Capital | ||||
Appreciation Fund | % | |||
ING International Real Estate Fund | % | |||
ING International SmallCap Multi- | ||||
Manager Fund | % | |||
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ING International Value Choice | |
Fund | % |
ING Real Estate Fund | % |
ING Russia Fund | % |
ING SmallCap Value Multi-Manager | |
Fund (1/1/10 to 2/5/10) | % |
ING U.S. Bond Index Portfolio | % |
ING Value Choice Fund | % |
(1) 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 RLIC from IIM for these fund of funds shall be reduced by amounts due to RLIC | |
from Directed Services LLC (DSL) and/or its subsidiaries under the Intercompany Agreement | |
between RLIC and USA with respect to the underlying funds in these fund of funds. | |
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