Contract
Exhibit 24(b)(8.150)
First Amendment to the Selling and Services Agreement and Participation Agreement
This First Amendment dated as of January 1, 2009 by and between ING Life Insurance and Annuity
Company (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”), ING Financial
Advisers, LLC (“ING Financial”)(collectively “ING”), and Royce Fund Services, Inc. (“RFS”), and the
registered investment companies listed in Schedule A (the registered investment companies and the specific
series and classes of shares listed on Schedule A being referred to as the “Funds”), is made to the Selling
and Services Agreement and Participation Agreement dated as of June 27, 2008 (the “Agreement”). Terms
defined in the Agreement are used herein as therein defined.
WHEREAS, the parties wish to add ING Institutional to the Agreement; and
WHEREAS, the parties wish to make additional funds available under the Agreement.
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter
contained, the parties agree as follows:
1. ING Institutional is hereby added to the Agreement as an additional recordkeeper, and all
provisions in the Agreement relating to ING Life in its capacity as a recordkeeper in connection with the
investment by Plans in the Funds are hereby amended to refer to both ING Life and ING Institutional. The
defined term “ING” in the Agreement is hereby amended to include ING Life, ING Institutional, and IFA.
2. Paragraph 2 of the Agreement is hereby deleted in its entirety and replaced with the
following:
| 2. | Omnibus Account. |
The parties agree that, with respect to each Fund, three omnibus accounts, each
held in the name of the Nominee, shall be maintained (the “Account” or collectively, the
“Accounts”). One Account shall be maintained in connection with Plans for which ING
Life shall provide various recordkeeping and other administrative services, and a second
Account shall be maintained in connection with Plans for which ING Institutional shall
provide various recordkeeping and other administrative services. A third Account held
in the name of ING Life shall be maintained for those Plan assets directed for investment
in the Fund through the Contracts. ING Institutional, as service agent for Plans, or ING
Life, as service agent for Plans or issuer of the Contracts, shall facilitate purchase and
sale transactions with respect to the Accounts in accordance with the Agreement.
| 3. | The following is added as Section 12(d) to the Agreement: |
(d) Representations of ING Institutional. ING Institutional represents and warrants:
(i) that it (1) is a limited liability company organized under the laws of the State
of Delaware, (2) is in good standing in that jurisdiction, (3) is in material compliance
with all applicable federal and state laws, (4) is duly licensed and authorized to conduct
business in every jurisdiction where such license or authorization is required, and will
maintain such license or authorization in effect at all times during the term of this
Agreement, and (5) has full authority to enter into this Agreement and carry out its
obligations pursuant to it terms; and
(ii) that it is authorized under the Plans to (1) provide administrative services to
the Plans and (2) facilitate transactions in the Fund through the Account.
| 4. | The following replaces Section 14(f) of the Agreement: |
(f) Notices. All notices and other communications hereunder shall be given or made in
writing and shall be delivered personally, or sent by telex, facsimile, express delivery or
registered or certified mail, postage prepaid, return receipt requested, to the party or parties to
whom they are directed at the following address, or at such other addresses as may be designated
by notice from such party to all other parties.
To ING:
ING
Xxx Xxxxxx Xxx, X0X
Xxxxxxx, XX 00000-0000
Attention: Xxxxxxxx Xxxxxxxx
Worksite Investment Products
To RFS:
Royce Fund Services, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx X. Xxxxxxxxx, President
Any notice, demand or other communication given in a manner prescribed in this Subsection (b)
shall be deemed to have been delivered on receipt.
| 5. | The following paragraph is added under Section 15 “Miscellaneous” of the Agreement: |
(k) The parties agree that transactions in the Funds by Plans or Plan Participants
pursuant to the terms of this Agreement are not subject to any redemption fees that may
otherwise be required by the Funds; provided however that upon written request by the
Funds, ING Life and ING Institutional will implement such redemptions fees in a time
frame and manner mutually acceptable to all parties.
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6. Schedule A is hereby replaced by the Schedule A, attached hereto.
7. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full
force and effect.
8. 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 | ROYCE FUND SERVICES, INC. |
| ANNUITY COMPANY | |
| By: /s/ Xxxx Xxxxxxxxx | |
| By: /s/ Xxxxxx Xxxxxx | Name: Xxxx Xxxxxxxxx |
| Name: Xxxxxx Xxxxxx | Title: |
| Title: Vice President | |
| ING FINANCIAL ADVISERS, LLC | THE ROYCE FUND, |
| [on behalf of each series listed on Schedule A] | |
| By: /s/ Xxxxx Xxxxxx | |
| Name: Xxxxx Xxxxxx | By: /s/ Xxxx Xxxxxxxxx |
| Title: COO/VP | Name: Xxxx Xxxxxxxxx |
| Title: | |
| ING INSTITUTIONAL PLAN SERVICES, LLC | |
| By: /s/ Xxxxxxxx Xxxxxxxxx attorney in fact | |
| Name: Xxxxxxxx Xxxxxxxxx | |
| Title: Vice President | |
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SCHEDULE A
List of Available Funds And Fees
FUNDS
| TICKER | CUSIP | |
| Investment Class | ||
| Royce Pennsylvania Mutual Fund | PENNX | 780905840 |
| Royce Micro-Cap Fund | RYOTX | 780905709 |
| Royce Premier Fund | RYPRX | 780905600 |
| Royce Low-Priced Stock Fund | RLPHX | 780905246 |
| Royce Total Return Fund | RYTRX | 780905881 |
| Royce Heritage Fund | RHFHX | 780905238 |
| Royce Opportunity Fund | RYPNX | 780905832 |
| Royce Special Equity Fund | RYSEX | 780905782 |
| Royce Value Fund | RYVHX | 780905220 |
| Royce Value Plus Fund | RYVPX | 780905741 |
| Royce 100 Fund | ROHHX | 780905196 |
| Royce Dividend Value Fund | RDVIX | 780905188 |
| Service Class | ||
| Royce Pennsylvania Mutual Fund | RYPFX | 780905667 |
| Royce Micro-Cap Fund | RMCFX | 780905659 |
| Royce Premier Fund | RPFFX | 780905634 |
| Royce Low-Priced Stock Fund | RYLPX | 780905808 |
| Royce Total Return Fund | RYTFX | 780905642 |
| Royce Heritage Fund | RGFAX | 780905857 |
| Royce Opportunity Fund | RYOFX | 780905758 |
| Royce Special Equity Fund | RSEFX | 780905527 |
| Royce Value Fund | RYVFX | 780905733 |
| Royce Value Plus Fund | RYVPX | 780905741 |
| Royce Technology Value Fund | RYTVX | 780905584 |
| Royce 100 Fund | RYOHX | 780905519 |
| Royce Discovery Fund | RYDFX | 780905477 |
| Royce Financial Services Fund | RYFSX | 780905469 |
| Royce Dividend Value Fund | RYDVX | 780905436 |
| Royce Global Value Fund | RIVFX | 780905329 |
| Royce European Smaller-Companies Fund | RICSX | 780905311 |
| Xxxxx XXxx-Cap Value Fund | RMVSX | 780905154 |
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| TICKER | CUSIP | ||
| R Class | |||
| Royce Pennsylvania Mutual Fund | RPMRX | 780905295 | |
| Royce Premier Fund | RPRRX | 780905287 | |
| Royce Low-Priced Stock Fund | RLPRX | 780905279 | |
| Royce Total Return Fund | RTRRX | 780905261 | |
| Royce Heritage Fund | Not Live | 780811105 | |
| Royce Opportunity Fund | ROFRX | 780905253 | |
| Royce Value Fund | RVVRX | 780905170 | |
| Royce Value Plus Fund | RVPRX | 780905162 | |
| Royce 100 Fund | Not Live | 780811204 | |
| K Class | |||
| Royce Pennsylvania Mutual Fund | Not Live | 780811303 | |
| Royce Premier Fund | Not Live | 780811402 | |
| Royce Low-Priced Stock Fund | Not Live | 780811501 | |
| Royce Total Return Fund | Not Live | 780811600 | |
| Royce Heritage Fund | Not Live | 780811709 | |
| Royce Opportunity Fund | Not Live | 780811808 | |
| Royce Value Fund | Not Live | 780811873 | |
| Royce Value Plus Fund | Not Live | 780811881 | |
| Royce 100 Fund | Not Live | 780811865 | |
| Institutional Class | |||
| Royce Premier Fund | RPFIX | 780905683 | |
| Royce Low-Priced Stock Fund | RLPIX | 780905394 | |
| Royce Total Return Fund | RTRIX | 780905717 | |
| Royce Heritage Fund | Not Live | 780905675 | |
| Royce Opportunity Fund | ROFIX | 780905691 | |
| Royce Special Equity Fund | RSEIX | 780905535 | |
| Royce Value Fund | RVFIX | 780905352 | |
| Royce Value Plus Fund | RVPIX | 780905337 | |
| Royce 100 Fund | Not Live | 780905493 | |
FEES
As compensation for the services provided under this Agreement, ING will be entitled to
receive a fee, computed daily and paid quarterly in arrears, at the annual rates set forth below of
the average daily value of the Shares of the Funds owned beneficially by the Plans. For purposes
of this schedule, the average daily value of the Shares of each Fund will be based on the net asset
value reported by RFS or its designee to ING.
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Each Fund will be obligated to pay that portion of the fee designated by it as representing
transfer agent, recordkeeping, administrative servicing and/or shareholder servicing fees which the
Fund would otherwise pay if Plan Accounts were direct shareholders of the Fund. RFS, or its
designee, will pay any portion of the fee not paid by the Funds. In this regard, ING acknowledges
that RFS’ payments to ING may be funded, in whole or in part, by payments from a Fund under a
plan of distribution adopted by that Fund pursuant to Rule 12b-1 under the Investment Company
Act of 1940 (12b-1 Plan); if this is the case, ING will provide such information to RFS as is
reasonably necessary for it to comply with its obligations under the 12b-1 Plan, including, but not
limited to, obligations to make disclosures to the board(s) of trustees of the Fund. The amount of
the fee attributable to service/recordkeeping/administrative services and to services payable
pursuant to a Fund’s 12b-1 plan are noted in the chart below.
| Share Class | Investment | Service | R | K | Institutional |
| 12b-1 Fees | ___% | ___% | ___% | ___% | None |
| Service Fees | ___% | ___% | ___% | ___% | None |
| Total Fees | ___% | ___% | ___% | ___% | None |
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