FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT

Exhibit 24(b)(8.100)
FIRST AMENDMENT TO
FUND PARTICIPATION AGREEMENT
	This First Amendment to Fund Participation Agreement (“Amendment”) is entered into by
and among Xxxx Xxxxx Investor Services, LLC, (the “Distributor”, “LMIS”, “We” or “Us”) ING Life
Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“ILIAC”)
and ING Financial Advisers, LLC (“ING Financial”) (collectively, “ING”, “You” or “Your”)
collectively (the “Parties”).
WHEREAS, Xxxx Xxxxx Xxxx Xxxxxx Incorporated (“LMWW”) and ILIAC entered into a
Fund Participation Agreement dated as of February 1, 2001 (the “Agreement”). Terms defined in the
Agreement are used herein as therein defined; and
WHEREAS, LMWW, formerly a wholly-owned subsidiary of Xxxx Xxxxx, Inc., was sold to
Citigroup, Inc, effective December 1, 2005 (the “Transaction”); and
WHEREAS LMIS is also a wholly-owned subsidiary of Xxxx Xxxxx, Inc. and was appointed by
the Funds as the successor to LMWW’s mutual fund underwriting and distribution activities on behalf of
the Funds prior to completion of the Transaction; and
WHEREAS, LMWW assigned all of its rights and obligations under the Agreement to the
Distributor effective December 1, 2005 and the Distributor accepted such assignment; and
WHEREAS, the Parties desire to amend the Agreement to reflect the substitution of LMIS for
LMWW as the Distributor;
WHEREAS, certain plans may invest in the Funds indirectly through annuity contracts and
funding agreements issued by ILIAC (the “Contracts”); and
WHEREAS, ILIAC has established and may establish in the future separate accounts for all of its
annuity contracts and funding agreements (the “Separate Accounts”) to serve as an investment vehicle for
the Contracts; and
WHEREAS, ING Financial will distribute units of the Separate Accounts that may in turn invest
in the Funds; and
WHEREAS, the parties wish to modify the Fund Participation Agreement by adding ING
Financial ,the affiliated broker/dealer of ILIAC , as a party to the Agreement;
WHEREAS, the Parties wish to amend certain other provisions of the Agreement, as provided
below.
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter
contained, the Parties agree as follows:
1.	ING Financial is hereby added to the agreement as an affiliated broker/dealer, and all
provisions in the Agreement relating to ILIAC are hereby amended to include ING Financial, unless
otherwise specified in this Amendment.
Page 1 of 16

2. Assignment to LMIS.

ILIAC acknowledges (i) that LMWW has assigned the Agreement to LMIS, effective December

1, 2005, that LMIS is a Xxxx Xxxxx, Inc. affiliate that is the successor to the mutual fund underwriting

and distribution activities formally performed by LMWW, and that in accordance with the provisions of

the Agreement ILIAC consents to such assignment. LMIS acknowledges that is has been made a party to

the Agreement and has assumed all of LMWW’s rights, duties and obligations under the Agreement.

3. Schedule B of this Amendment, attached hereto, supersedes and replaces in its entirety the

Schedule B of the Agreement. Your compensation for each fund shown in this Amendment will be as

shown in Schedule B.

4. To the extent a fund imposes a redemption fee as provided in the applicable prospectus and

You choose to offer such fund, You agree to abide and comply with the terms of the relevant prospectus

and/or SAI in connection with the collection of such redemption fee and the transmission in such fee to

the Fund.

5. The procedure relating to the handling of orders shall be subject to provisions of this

Agreement and instructions that we or the Fund shall forward from time to time to You. All orders are

subject to acceptance or rejection by the applicable Fund or Us in the sole discretion of either. The

minimum initial purchase and the minimum subsequent purchase of any Shares shall be as set forth in the

applicable Fund Prospectus. You agree to effect all purchase, redemption or exchange orders in the

manner and upon the terms described in the Fund Prospectus.

6. Authorization, Services and Duties.

(a) Your internal systems for processing and transmitting orders are suitably designed to

prevent orders received at or after the Close of Trading from being aggregated with orders received before

the Close of Trading.

(b) In making Shares available to Your clients or customers, You agree to comply with all

applicable law, including the applicable law and regulation of the jurisdictions in which You sell any

Shares directly or indirectly.

7. Customer Orders.

You agree to maintain records sufficient to identify the date and time of receipt of all

customer transactions and shall make such records available upon request for examination by Distributor,

or its designated representative, at the request of the transfer agent or by appropriate governmental

authorities. Under no circumstances shall you change, alter or manipulate any customer transactions

received by you in good order.

8. Representations.

With respect to any and all transactions in Class C or R Shares of the Funds pursuant to this

Amendment, it is understood and agreed in each case that unless otherwise agreed to by us in writing:

ING Financial is a broker-dealer and ING Financial is legally permitted to receive all

compensation contemplated by this Agreement.

9. Market Timing.

Page 2 of 16

You have systems and procedures reasonably designed and implemented to identify market

timing/frequent trading patterns. When market timing is identified by Us, You will, at the written

instructions of the Distributor, block the accounts of identified market timers, as provided by the

shareholder information agreement dated April 16, 2007 and effective October 16, 2007.

10. Anti-Money Laundering.

You agree that: (a) it is Your responsibility for having in place anti-money laundering

procedures which comply with Title III of the Uniting and Strengthening America by Providing

Appropriate Tools Required to Intercept and Obstruct Terrorism (USA Patriot) Act of 2001, as amended

and the rules promulgated thereunder, and any related state, self-regulatory organization and SEC anti-

money laundering laws, rules and regulations and all local laws in jurisdictions in which shares of the

funds are distributed, (b) it is Your sole responsibility to take all reasonable steps to determine: (1) the

true identity of the client, (2) the source of a client’s funds and (3) that the client is not involved in money

laundering activities, and (c) it is Your sole responsibility to comply with any other “know your

customer” requirements in accordance with applicable law. Unless otherwise agreed, it is Your

responsibility to implement procedures necessary to monitor client transactions in order to detect

attempted or actual money laundering in accordance with applicable law. You further agree that subject

to Section 352 of Title III of the USA Patriot Act to promptly provide us, upon our reasonable request,

with documentation relating to your anti-money laundering policies and analysis.

11. Disclosure.

You agree that with respect to the compensation you receive You will make or cause to

be made disclosure of such payments in accordance with applicable law.

12. 12b-1 Plan.

To compensate ING Financial for its distribution of Fund Shares, Distributor shall make

quarterly payments to ING Financial, as specified in Schedule B (attached), based on the average net

assets invested in Fund shares through the Contracts 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 Distributor’s

payments to You hereunder in whole or in part are financed by a fund in accordance with a fund’s plan of

distribution adopted pursuant to Rule 12b-1 under the 1940 Act or authorized by a fund’s Board to pay

for sub-accounting and/or sub-transfer agent related services outside of a Rule 12b-1 plan, then in the

event of the termination, cancellation or modification of such 12b-1 plan or sub-accounting and/or sub-

transfer agent fee arrangement by a fund’s board of directors or trustees or shareholders, You agree upon

notification at the Distributor’s option to waive its right to receive such compensation hereunder until

such time, if ever, as Distributor receives payment. The Distributor will make payments as provided in

this paragraph for all amounts owed prior to the date of termination, cancellation or modification of such

12b-1 plan or sub-accounting and/or sub-transfer agent fee arrangement by a fund’s board of directors or

trustees or shareholders.

13. Board Cessation of Fund Offerings.

The Agreement, including all amendments thereto, may be terminated with respect to any

fund at any time, without the payment of any penalty, by vote of the fund’s Board, by vote of a majority

of those members of such Board who are not “interested persons” of that fund as defined in the 1940 Act,

or by vote of a majority of the outstanding voting securities of a fund on 60 days’ written notice to You

and Distributor.

Page 3 of 16

14. Suitability.

You agree that it is Your responsibility to evaluate and determine that any Contract owner or

participant transaction in fund shares (including a transaction in a specific class of fund shares) is a

suitable transaction for each client based on client’s objectives and risk profile, to the extent required by

law.

15. Blue Sky Registrations.

Distributor shall notify ING of the states or other jurisdictions in which Shares are currently

available for sale to the public. As of the date of this Amendment, the Fund represents and warrants that

all Shares are registered in all states and jurisdictions. The Distributor shall notify ING on a timely basis

if any Shares are not registered or should no longer be available for sale. Distributor shall have no

obligation to register or make available Shares in any state or other jurisdiction. ING represents and

warrants that it will not offer Shares of any Fund or Series for sale in any state or jurisdiction where such

Shares may not be legally sold or where ING is not qualified to act as a broker-dealer. ING also

represents and warrants that it will not offer Shares of any Fund in any foreign country unless authorized

by Distributor.

16. Compliance Rule 38a-1.

You agree to provide Us with any assistance or report that we reasonably request in order

to fulfill our duties to assist the Funds with compliance with Rule 38a-1 under the 1940 Act, in our

capacity as principal underwriter to each Fund.

17. Notices.

Notices required by this Agreement should be sent as follows:

You:

c/o ILIAC/ING Financial

Xxx Xxxxxx Xxx, X0X

Xxxxxxx, XX 00000

Attn: Xxxxxxxxxx Xxxxxxx

Fax:000-000-0000

Distributor:

c/x Xxxx Xxxxx

000 Xxxxxxxx Xxxxx, 0^xx Xxxxx

Xxxxxxxx, XX 00000

Attn: Business Development

Fax: 000-000-0000

18. Effectiveness of Payment Obligations.

No compensation, fees or payment obligations contemplated by this Agreement will

accrue until the date that the Agreement is executed by the Distributor.

19. Addition to Section 3. Fees.

The following language shall be added to the Section 3 of the Fund Participation Agreement

dated February 1, 2001:

Page 4 of 16

	ING shall provide LMIS with an invoice for the fees, accompanied by supporting schedules, in
an electronic format that can be easily manipulated. The supporting schedules shall include CUSIPS, Fund
Names and share classes. Service Provider shall provide assets, number of participant accounts, billing rate
and fee calculation for each CUSIP. ING will be paid within 30 business days after the end of each calendar
quarter.
	20. Schedule B to the Agreement is hereby deleted and replaced by Schedule B, attached hereto.
Additional Funds may be included or removed from Schedule B by written notice from LMIS to ING.
	21. Other Terms.
Other than the foregoing, all other terms and conditions of the Agreement shall remain
unchanged and in full force and effect and are ratified and confirmed in all respects by the Parties to this
Amendment.
	For the purpose of referring to this Amendment, the date of this Amendment shall be the date of
acceptance by Xxxx Xxxxx Investor Services, LLC.
Xxxx Xxxxx Investor Services, LLC		ING Life Insurance and Annuity Company
By:	/s/ Xxxxxx X. Hirschamm	By:	/s/ Xxxxxx Xxxxxx
Name:		Name: Xxxxxx Xxxxxx
Title:	Xxxxxx Xxxxxxxxxx	Title:	Vice President
Date:	Managing Director	Date:	February 14, 2011
	3/1/11
		ING Financial Advisers, LLC
		By:	/s/ Xxxxx Xxxxxx
		Name:	Xxxxx Xxxxxx
		Title:	COO/VP
		Date:	February 14, 2011
Page 5 of 16

SCHEDULE B
€Xxxx Xxxxx Class A – Funds with annual compensation on assets comprised of 12b-1 (which is currently __ bps) and
recordkeeping fees of __bps. The recordkeeping fees may be comprised of fund payments, revenue share or a
combination of the two.
Fund Name	Class	Ticker	CUSIP
Western Asset Emerging Markets Debt Portfolio	A	LWEAX	00000X000
Xxxx Xxxxx Investment Counsel Financial Services Fund	A	SBFAX	00000X000
Xxxx Xxxxx Batterymarch Global Equity Fund	A	CFIPX	00000X000
Xxxx Xxxxx XX Diversified Large Cap Value Fund	A	LBWAX	524686789
@^Xxxx Xxxxx XX International Opportunities Bond Fund	A	XXX	XXX
Xxxx Xxxxx Capital Management All Cap Fund	A	SPAAX	00000X000
Xxxx Xxxxx ClearBridge Aggressive Growth Fund	A	SHRAX	00000X000
Xxxx Xxxxx ClearBridge Appreciation Fund	A	SHAPX	00000X000
Xxxx Xxxxx ClearBridge Capital Fund	A	SCCAX	524694106
Xxxx Xxxxx ClearBridge Diversified Large Cap Growth Fund	A	CFLGX	00000X000
Xxxx Xxxxx ClearBridge Dividend Strategy Fund	A	GROAX	00000X000
Xxxx Xxxxx ClearBridge Equity Fund	A	LMQAX	524695202
Xxxx Xxxxx ClearBridge Equity Income Builder Fund	A	SOPAX	00000X000
Xxxx Xxxxx ClearBridge Fundamental All Cap Value Fund	A	SHFVX	00000X000
Xxxx Xxxxx ClearBridge Large Cap Value Fund	A	SINAX	00000X000
Xxxx Xxxxx ClearBridge Large Cap Growth Fund	A	SBLGX	00000X000
Xxxx Xxxxx ClearBridge Mid Cap Core Fund	A	SBMAX	00000X000
Xxxx Xxxxx ClearBridge Mid Cap Growth Fund	A	LBGAX	00000X000
Xxxx Xxxxx ClearBridge Small Cap Growth Fund	A	SASMX	00000X000
Xxxx Xxxxx ClearBridge Small Cap Value Fund	A	SBVAX	00000X000
Xxxx Xxxxx Esemplia Emerging Markets Equity Fund	A	SMKAX	00000X000
Xxxx Xxxxx Global Currents International All Cap Opportunity Fund	A	SBIEX	00000X000
Xxxx Xxxxx Global Currents International Small Cap Opportunity Fund	A	LCOAX	00000X000
Xxxx Xxxxx Investment Counsel Social Awareness Fund	A	SSIAX	00000X000
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund	A	LPTAX	00000X000
Xxxx Xxxxx Strategic Real Return Fund	A	LLRAX	524686607
Xxxx Xxxxx Western Asset Adjustable Rate Income Fund	A	ARMZX	00000X000
Xxxx Xxxxx Western Asset Core Bond Fund	A	TRBAX	00000X000
Xxxx Xxxxx Western Asset Core Plus Bond Fund	A	SHMGX	00000X000
Xxxx Xxxxx Western Asset Corporate Bond Fund	A	SIGAX	00000X000
Xxxx Xxxxx Western Asset Global High Yield Bond Fund	A	SAHYX	00000X000
Xxxx Xxxxx Western Asset Global Inflation Management Fund	A	SBGLX	00000X000
Xxxx Xxxxx Western Asset Government Securities Fund	A	SGVAX	00000X000
Xxxx Xxxxx Western Asset High Income Fund	A	SHIAX	00000X000
Xxxx Xxxxx Western Asset Short-Term Bond Fund	A	SBSTX	00000X000
Xxxx Xxxxx Western Asset Strategic Income Fund	A	SDSAX	00000X000
^Xxxx Xxxxx Batterymarch International Equity Trust	A	LMEAX	00000X000
Page 6 of 16

€Xxxx Xxxxx Class A – Funds with annual compensation on assets comprised of 12b-1 (which is currently __ bps)
and recordkeeping fees of __bps. The recordkeeping fees may be comprised of fund payments, revenue share or a
combination of the two.
Fund Name	Class	Ticker	CUSIP
Xxxx Xxxxx Target Retirement 2015 Fund	A	LMFAX	00000X000
Xxxx Xxxxx Target Retirement 2020 Fund	A	LMWAX	00000X000
Xxxx Xxxxx Target Retirement 2025 Fund	A	LMXAX	00000X000
Xxxx Xxxxx Target Retirement 2030 Fund	A	LMVAX	00000X000
Xxxx Xxxxx Target Retirement 2035 Fund	A	LMNAX	00000X000
Xxxx Xxxxx Target Retirement 2040 Fund	A	LMYAX	00000X000
Xxxx Xxxxx Target Retirement 2045 Fund	A	LMKAX	00000X000
Xxxx Xxxxx Target Retirement 2050 Fund	A	LMJAX	00000X000
Xxxx Xxxxx Target Retirement Fund	A	LMPAX	00000X000
^Xxxx Xxxxx Batterymarch Emerging Markets Trust	A	LMRAX	00000X000
^Xxxx Xxxxx XX Global Opportunities Bond Fund	A	GOBAX	524673407
Xxxx Xxxxx Capital Management Amer Ldg Cos Trust	A	LGAAX	00000X000
Xxxx Xxxxx Capital Management Growth Trust	A	LGGAX	00000X000
Xxxx Xxxxx Capital Management Opportunity Trust	A	LGOAX	00000X000
Xxxx Xxxxx Capital Management Special Investment Trust	A	LMSAX	524904505
Xxxx Xxxxx Capital Management Value Trust	A	LGVAX	524659505
Xxxx Xxxxx Capital Management Disciplined Equity Research Fund	A	LCDAX	524686854
€Xxxx Xxxxx Class A – Funds with annual compensation on assets comprised of 12b-1 (which is currently __ bps) and
recordkeeping fees of __bps.
Fund Name	Class	Ticker	CUSIP
Xxxx Xxxxx Lifestyle Allocation 100%	A	LMLAX	00000X000
Xxxx Xxxxx Lifestyle Allocation 30%	A	SBCPX	00000X000
Xxxx Xxxxx Lifestyle Allocation 50%	A	SBBAX	00000X000
Xxxx Xxxxx Lifestyle Allocation 70%	A	SCGRX	00000X000
Xxxx Xxxxx Lifestyle Allocation 85%	A	SCHAX	00000X000
Xxxx Xxxxx Class A - Funds with annual compensation on assets comprised of 12b-1 (which is currently
__ bps) and servicing fees of __bps.
Fund Name	Class	Ticker	CUSIP
Xxxx Xxxxx Batterymarch S&P 500 Index Fund	A	SBSPX	00000X000
Page 7 of 16

LeggMason Class C - Funds with annual compensation on assets comprised of 12b-1 per the then-current
prospectus and recordkeeping fees of __ bps. The recordkeeping fees may be comprised of fund payments, revenue
share or a combination of the two.
Fund Name	Class	Ticker	CUSIP
Western Asset Emerging Markets Debt Portfolio	C	LWECX	00000X000
Xxxx Xxxxx Investment Counsel Financial Services Fund	C	SFSLX	00000X000
Xxxx Xxxxx Batterymarch Global Equity Fund	C	SILLX	00000X000
Xxxx Xxxxx XX Diversified Large Cap Value Fund	C	LBWCX	524686771
@^Xxxx Xxxxx XX International Opportunities Bond Fund	C	XXX	XXX
Xxxx Xxxxx Capital Management All Cap Fund	C	SPBLX	00000X000
Xxxx Xxxxx ClearBridge Aggressive Growth Fund	C	SAGCX	00000X000
Xxxx Xxxxx ClearBridge Appreciation Fund	C	SAPCX	00000X000
Xxxx Xxxxx ClearBridge Capital Fund	C	SCCCX	524694304
Xxxx Xxxxx ClearBridge Diversified Large Cap Growth Fund	C	SMDLX	00000X000
+Xxxx Xxxxx ClearBridge Dividend Strategy Fund	C	SCPLX	00000X000
Xxxx Xxxxx ClearBridge Equity Fund	C	LMQCX	524695400
Xxxx Xxxxx ClearBridge Equity Income Builder Fund	C	SBPLX	00000X000
Xxxx Xxxxx ClearBridge Fundamental All Cap Value Fund	C	SFVCX	00000X000
Xxxx Xxxxx ClearBridge Large Cap Value Fund	C	SINOX	00000X000
Xxxx Xxxxx ClearBridge Large Cap Growth Fund	C	SLCCX	00000X000
Xxxx Xxxxx ClearBridge Mid Cap Core Fund	C	SBMLX	00000X000
Xxxx Xxxxx ClearBridge Mid Cap Growth Fund	C	LBGCX	00000X000
Xxxx Xxxxx ClearBridge Small Cap Growth Fund	C	SCSMX	00000X000
Xxxx Xxxxx ClearBridge Small Cap Value Fund	C	SBVLX	00000X000
Xxxx Xxxxx Esemplia Emerging Markets Equity Fund	C	SBKCX	00000X000
Xxxx Xxxxx Global Currents International All Cap Opportunity Fund	C	SBICX	00000X000
Xxxx Xxxxx Global Currents International Small Cap Opportunity Fund	C	LCOCX	00000X000
Xxxx Xxxxx Investment Counsel Social Awareness Fund	C	SESLX	00000X000
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund	C	LPTCX	00000X000
Xxxx Xxxxx Strategic Real Return Fund	C	LRRCX	524686706
Xxxx Xxxxx Western Asset Adjustable Rate Income Fund	C	ARMGX	00000X000
Xxxx Xxxxx Western Asset Core Bond Fund	C	SBTLX	00000X000
Xxxx Xxxxx Western Asset Core Plus Bond Fund	C	SMGLX	00000X000
Xxxx Xxxxx Western Asset Corporate Bond Fund	C	SBILX	00000X000
Xxxx Xxxxx Western Asset Global High Yield Bond Fund	C	SHYCX	00000X000
Xxxx Xxxxx Western Asset Global Inflation Management Fund	C	SBUFX	00000X000
Xxxx Xxxxx Western Asset Government Securities Fund	C	SGSLX	00000X000
Xxxx Xxxxx Western Asset High Income Fund	C	SHICX	00000X000
Xxxx Xxxxx Western Asset Short-Term Bond Fund	C	SSTLX	00000X000
Xxxx Xxxxx Western Asset Strategic Income Fund	C	SDSIX	00000X000
Page 8 of 16

LeggMason Class C - Funds with annual compensation on assets comprised of 12b-1 per the then-current
prospectus and recordkeeping fees of __ bps. The recordkeeping fees may be comprised of fund payments, revenue
share or a combination of the two.
Fund Name	Class	Ticker	CUSIP
Xxxx Xxxxx Target Retirement 2015 Fund	C	LMFCX	00000X000
Xxxx Xxxxx Target Retirement 2020 Fund	C	LMWCX	00000X000
Xxxx Xxxxx Target Retirement 2025 Fund	C	LMXCX	00000X000
Xxxx Xxxxx Target Retirement 2030 Fund	C	LMVCX	00000X000
Xxxx Xxxxx Target Retirement 2035 Fund	C	LMTCX	00000X000
Xxxx Xxxxx Target Retirement 2040 Fund	C	LMHCX	00000X000
Xxxx Xxxxx Target Retirement 2045 Fund	C	LMKCX	00000X000
Xxxx Xxxxx Target Retirement 2050 Fund	C	LMJCX	00000X000
Xxxx Xxxxx Target Retirement Fund	C	LMRCX	00000X000
^Xxxx Xxxxx Batterymarch Emerging Markets Trust	C	LMEMX	00000X000
^Xxxx Xxxxx Batterymarch International Equity Trust	C	LMGEX	00000X000
^Xxxx Xxxxx XX Global Opportunities Bond Fund	C	GOBCX	524673506
Xxxx Xxxxx Capital Management American Leading Companies Trust	C	LMALX	00000X000
Xxxx Xxxxx Capital Management Growth Trust	C	LMGTX	00000X000
Xxxx Xxxxx Capital Management Opportunity Trust	C	LMOPX	00000X000
Xxxx Xxxxx Capital Management Disciplined Equity Research Fund	C	LCDCX	524686847
Xxxx Xxxxx Capital Management Special Investment Trust	C	LMASX	524904109
Xxxx Xxxxx Capital Management Value Trust	C	LMVTX	524659109
LeggMason Class C - Funds with annual compensation on assets comprised of 12b-1 per the then-current
prospectus and recordkeeping fees of __ bps.
Fund Name	Class	Ticker	CUSIP
Xxxx Xxxxx Lifestyle Allocation 100%	C	LMYCX	00000X000
Xxxx Xxxxx Lifestyle Allocation 30%	C	SBCLX	00000X000
Xxxx Xxxxx Lifestyle Allocation 50%	C	SCBCX	00000X000
Xxxx Xxxxx Lifestyle Allocation 70%	C	SCGCX	00000X000
Xxxx Xxxxx Lifestyle Allocation 85%	C	SCHCX	00000X000
Page 9 of 16

Xxxx Xxxxx Class D – Funds with annual compensation on assets comprised of recordkeeping fees of __ bps. The
recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
Fund Name	Class	Ticker	CUSIP
Xxxx Xxxxx Batterymarch S&P 500 Index Fund	D	SBSDX	00000X000
€Xxxx Xxxxx Class FI – Funds with annual compensation on assets comprised of 12b-1 (which is currently __ bps)
and recordkeeping fees of __ bps.
Fund Name	Class	Ticker	CUSIP
^Xxxx Xxxxx Batterymarch Emerging Markets Trust	FI	LGFMX	00000X000
^Xxxx Xxxxx Batterymarch International Equity Trust	FI	LGFEX	00000X000
^Xxxx Xxxxx XX Global Opportunities Bond Fund	FI	GOBFX	00000X000
Xxxx Xxxxx Capital Management Growth Trust	FI	LMGFX	00000X000
Xxxx Xxxxx Capital Management Opportunity Trust	FI	LMOFX	00000X000
Xxxx Xxxxx Capital Management Special Investment Trust	FI	LGASX	524904307
Xxxx Xxxxx Capital Management Value Trust	FI	LMVFX	524659307
@Xxxx Xxxxx Capital Management Disciplined Equity Research Fund	FI	TBD	524686839
Xxxx Xxxxx Class I – Funds with annual compensation on assets comprised of recordkeeping fees of __ bps. The
recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
Fund Name	Class	Ticker	CUSIP
Western Asset Emerging Markets Debt Portfolio	I	SEMDX	00000X000
Western Asset Global High Yield Bond Portfolio	I	SIHYX	00000X000
Xxxx Xxxxx Investment Counsel Financial Services Fund	I	TBD	00000X000
Xxxx Xxxxx Batterymarch Global Equity Fund	I	SMYIX	00000X000
Xxxx Xxxxx XX Diversified Large Cap Value Fund	I	LBWIX	524686755
@^Xxxx Xxxxx XX International Opportunities Bond Fund	I	TBD	524686409
Xxxx Xxxxx Capital Management All Cap Fund	I	LACIX	00000X000
Xxxx Xxxxx ClearBridge Aggressive Growth Fund	I	SAGYX	00000X000
Xxxx Xxxxx ClearBridge Appreciation Fund	I	SAPYX	00000X000
Xxxx Xxxxx ClearBridge Capital Fund	I	SACPX	524694403
Xxxx Xxxxx ClearBridge Diversified Large Cap Growth Fund	I	LADIX	00000X000
Xxxx Xxxxx ClearBridge Dividend Strategy Fund	I	LMBIX	00000X000
Xxxx Xxxxx ClearBridge Equity Fund	I	LMQIX	524695509
Xxxx Xxxxx ClearBridge Equity Income Builder Fund	I	SOPYX	00000X000
Xxxx Xxxxx ClearBridge Fundamental All Cap Value Fund	I	SFVYX	00000X000
Xxxx Xxxxx ClearBridge Large Cap Value Fund	I	SAIFX	00000X000
Xxxx Xxxxx ClearBridge Large Cap Growth Fund	I	SBLYX	00000X000
Xxxx Xxxxx ClearBridge Mid Cap Core Fund	I	SMBYX	00000X000
Xxxx Xxxxx ClearBridge Small Cap Growth Fund	I	SBPYX	00000X000
Xxxx Xxxxx ClearBridge Small Cap Value Fund	I	SMCYX	00000X000
Xxxx Xxxxx Esemplia Emerging Markets Equity Fund	I	SBEYX	00000X000
Page 10 of 16

Xxxx Xxxxx Global Currents International All Cap Opportunity Fund	I	SBIYX	00000X000
Xxxx Xxxxx Global Currents International Small Cap Opportunity Fund	I	LCOIX	00000X000
Xxxx Xxxxx Investment Counsel Social Awareness Fund	I	LMRNX	00000X000
Xxxx Xxxxx Manager Select Series Large Cap Growth Fund	I	LSLIX	524686102
Xxxx Xxxxx Manager Select Series Large Cap Value Fund	I	LGRIX	524686201
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund	I	LPTIX	00000X000
Xxxx Xxxxx Strategic Real Return Fund	I	LRRIX	524686888
Xxxx Xxxxx Western Asset Adjustable Rate Income Fund	I	SBAYX	00000X000
+Xxxx Xxxxx Western Asset Core Plus Bond Fund	I	SMGYX	00000X000
Xxxx Xxxxx Western Asset Corporate Bond Fund	I	SIGYX	00000X000
+Xxxx Xxxxx Western Asset Global High Yield Bond Fund	I	SHYOX	00000X000
Xxxx Xxxxx Western Asset Government Securities Fund	I	SGSYX	00000X000
+Xxxx Xxxxx Western Asset High Income Fund	I	SHIYX	00000X000
+Xxxx Xxxxx Western Asset Short-Term Bond Fund	I	SBSYX	00000X000
Xxxx Xxxxx Western Asset Strategic Income Fund	I	SDSYX	00000X000
Xxxx Xxxxx Class I – Funds with annual compensation on assets comprised of recordkeeping fees of __ bps. The
recordkeeping fees may be comprised of fund payments, revenue share or a combination of the two.
Fund Name	Class	Ticker	CUSIP
Xxxx Xxxxx Target Retirement 2015 Fund	I	LMFIX	00000X000
Xxxx Xxxxx Target Retirement 2020 Fund	I	LMWIX	00000X000
Xxxx Xxxxx Target Retirement 2025 Fund	I	LMXIX	00000X000
Xxxx Xxxxx Target Retirement 2030 Fund	I	LMVIX	00000X000
Xxxx Xxxxx Target Retirement 2035 Fund	I	LMNIX	00000X000
Xxxx Xxxxx Target Retirement 2040 Fund	I	LMNRX	00000X000
Xxxx Xxxxx Target Retirement 2045 Fund	I	LMKIX	00000X000
Xxxx Xxxxx Target Retirement 2050 Fund	I	LMJIX	00000X000
Xxxx Xxxxx Target Retirement Fund	I	LMIMX	00000X000
Xxxx Xxxxx Class I – Funds with annual compensation on assets comprised of recordkeeping fees of __ bps.
Fund Name	Class	Ticker	CUSIP
Xxxx Xxxxx Lifestyle Allocation 30%	I	LMGIX	00000X000
Xxxx Xxxxx Lifestyle Allocation 50%	I	LMEIX	00000X000
Xxxx Xxxxx Lifestyle Allocation 70%	I	LLAIX	00000X000
Xxxx Xxxxx Lifestyle Allocation 85%	I	LANIX	00000X000
Page 11 of 16

Xxxx Xxxxx Class I – Fund with annual compensation on assets comprised of recordkeeping fees of __ bps.
Fund Name	Class	Ticker	CUSIP
^Xxxx Xxxxx Batterymarch Emerging Markets Trust	I	LGEMX	00000X000
^Xxxx Xxxxx Batterymarch International Equity Trust	I	LGIEX	00000X000
^Xxxx Xxxxx Batterymarch U.S. Small Cap Equity Portfolio	I	LMSIX	502082811
^Xxxx Xxxxx XX Global Opportunities Bond Fund	I	GOBIX	00000X000
Xxxx Xxxxx Capital Management American Leading Companies Trust	I	LGAMX	00000X000
Xxxx Xxxxx Capital Management Growth Trust	I	LMGNX	00000X000
Xxxx Xxxxx Capital Management Opportunity Trust	I	LMNOX	00000X000
Xxxx Xxxxx Capital Management Special Investment Trust	I	LMNSX	524904208
Xxxx Xxxxx Capital Management Value Trust	I	LMNVX	524659208
Xxxx Xxxxx Capital Management Disciplined Equity Research Fund	I	LGMIX	524686821
Page 12 of 16

Xxxx Xxxxx Class R – Funds with annual compensation on assets comprised of 12b-1 (which is currently __ bps) and
recordkeeping fees of __ bps. The recordkeeping fees may be comprised of fund payments, revenue share or a
combination of the two.
Fund Name	Class	Ticker	CUSIP
@Xxxx Xxxxx XX Diversified Large Cap Value Fund	R	TBD	524686748
Xxxx Xxxxx ClearBridge Aggressive Growth Fund	R	LMPRX	00000X000
Xxxx Xxxxx ClearBridge Appreciation Fund	R	LMPPX	00000X000
Xxxx Xxxxx ClearBridge Equity Income Builder Fund	R	LMMRX	00000X000
Xxxx Xxxxx ClearBridge Large Cap Growth Fund	R	LMPLX	00000X000
Xxxx Xxxxx ClearBridge Mid Cap Core Fund	R	LMREX	00000X000
@Xxxx Xxxxx ClearBridge Mid Cap Growth Fund	R	TBD	00000X000
Xxxx Xxxxx ClearBridge Small Cap Growth Fund	R	LMPOX	00000X000
@Xxxx Xxxxx Esemplia Emerging Markets Equity Fund	R	XXX	XXX
@Xxxx Xxxxx Global Currents International All Cap Opportunity Fund	R	XXX	XXX
@Xxxx Xxxxx Xxxxxx Tactical Allocation Fund	R	XXX	XXX
@Xxxx Xxxxx Strategic Real Return Fund	R	TBD	524686862
Xxxx Xxxxx Western Asset Core Bond Fund	R	LMPTX	00000X000
Xxxx Xxxxx Western Asset Core Plus Bond Fund	R	LMPCX	00000X000
Xxxx Xxxxx Target Retirement 2015 Fund	R	LMFRX	00000X000
Xxxx Xxxxx Target Retirement 2020 Fund	R	LMWRX	00000X000
Xxxx Xxxxx Target Retirement 2025 Fund	R	LMXRX	00000X000
Xxxx Xxxxx Target Retirement 2030 Fund	R	LMQRX	00000X000
Xxxx Xxxxx Target Retirement 2035 Fund	R	LMRRX	00000X000
Xxxx Xxxxx Target Retirement 2040 Fund	R	LMYRX	00000X000
Xxxx Xxxxx Target Retirement 2045 Fund	R	LMKRX	00000X000
Xxxx Xxxxx Target Retirement 2050 Fund	R	LMJRX	00000X000
Xxxx Xxxxx Target Retirement Fund	R	LMERX	00000X000
^Xxxx Xxxxx Batterymarch Emerging Markets Trust	R	LBERX	00000X000
^Xxxx Xxxxx Batterymarch International Equity Trust	R	LMIRX	00000X000
Xxxx Xxxxx Capital Management Growth Trust	R	LMGRX	00000X000
Xxxx Xxxxx Capital Management Opportunity Trust	R	LMORX	00000X000
@Xxxx Xxxxx Capital Management Disciplined Equity Research Fund	R	TBD	524686813
Xxxx Xxxxx Capital Management Special Investment Trust	R	LMARX	524604406
Xxxx Xxxxx Capital Management Value Trust	R	LMVRX	524659406
Xxxx Xxxxx Class IS – No compensation may be paid. This is a no- 12b-1 share class with no recordkeeping fees or
revenue share.
Page 13 of 16

Fund Name		Class	Ticker	CUSIP
@X WA Emerging Markets Debt Portfolio		IS	LWISX	00000X000
X Xxxx Xxxxx XX Diversified Large Cap Value Fund		IS	LBISX	524686730
X ^ Xxxx Xxxxx XX International Opportunities Bond Fund		IS	LMOTX	524686508
X Xxxx Xxxxx ClearBridge Aggressive Growth Fund		IS	LSIFX	00000X000
X Xxxx Xxxxx ClearBridge Appreciation Fund		IS	LMESX	00000X000
X Xxxx Xxxxx ClearBridge Fundamental All Cap Value Fund		IS	LSISX	00000X000
X Xxxx Xxxxx ClearBridge Large Cap Value Fund		IS	LMLSX	00000X000
@X Xxxx Xxxxx ClearBridge Large Cap Growth Fund		IS	LSITX	00000X000
X Xxxx Xxxxx ClearBridge Mid Cap Core Fund		IS	LSIRX	00000X000
X @Xxxx Xxxxx ClearBridge Mid Cap Growth Fund		IS	XXX	XXX
X Xxxx Xxxxx ClearBridge Small Cap Growth Fund		IS	LMOIX	00000X000
X Xxxx Xxxxx Global Currents International All Cap Opportunity Fund		IS	LSIUX	00000X000
@X Xxxx Xxxxx Global Currents International Small Cap Opportunity Fund		IS	XXX	XXX
X Xxxx Xxxxx Xxxxxx Tactical Allocation Fund		IS	LPTSX	00000X000
@ X Xxxx Xxxxx Strategic Real Return Fund		IS	TBD	524686870
X Xxxx Xxxxx Target Retirement 2015 Fund		IS	LMFSX	00000X000
X Xxxx Xxxxx Target Retirement 2020 Fund		IS	LMWSX	00000X000
X Xxxx Xxxxx Target Retirement 2025 Fund		IS	LMXSX	00000X000
X Xxxx Xxxxx Target Retirement 2030 Fund		IS	LMVSX	00000X000
X Xxxx Xxxxx Target Retirement 2035 Fund		IS	LMSSX	00000X000
X Xxxx Xxxxx Target Retirement 2040 Fund		IS	LMYSX	00000X000
X Xxxx Xxxxx Target Retirement 2045 Fund		IS	LMKSX	00000X000
X Xxxx Xxxxx Target Retirement 2050 Fund		IS	LMJSX	00000X000
X Xxxx Xxxxx Target Retirement Fund		IS	LMRSX	00000X000
X ^Xxxx Xxxxx Batterymarch Emerging Markets Trust		IS	LMGSX	00000X000
X ^Xxxx Xxxxx Batterymarch International Equity Trust		IS	LIESX	00000X000
X ^Xxxx Xxxxx XX Global Opportunities Bond Fund		IS	GOBSX	00000X000
Xxxx Xxxxx Class P – Funds with annual compensation on assets comprised of 12b-1 per the then-current prospectus
and recordkeeping fees of __ bps.
Fund Name		Class	Ticker	CUSIP
%Xxxx Xxxxx Western Asset Corporate Bond Fund		P	LCBPX	00000X000
Xxxx Xxxxx Money Market Funds – Funds with annual compensation on assets comprised of 12b-1 (which is
currently __bps) and recordkeeping fees of	bps.
Fund Name		Class	Ticker	CUSIP
+Western Asset Money Market Fund		A	SBCXX	00000X000
Western Asset Government Money Market Fund		A	SMGXX	00000X000
+Western Asset Municipal Money Market Fund		A	TFMXX	00000X000
Western Asset Liquid Reserves		A	LLAXX	00000X000
Page 14 of 16

Western Asset Class FI – Funds with annual compensation on assets comprised of 12b-1 (which is currently __ bps)
and recordkeeping fees of __ bps.
Fund Name	Class	Ticker	CUSIP
WA Absolute Return Portfolio	FI	WARIX	957663693
WA Core Bond Portfolio	FI	WAPIX	957663404
WA Core Plus Bond Portfolio	FI	WACIX	957663602
@ WA Enhanced Equity Portfolio	FI	TBD	957663784
@ WA Global Strategic Income Portfolio	FI	TBD	957663727
@ WA High Yield Portfolio	FI	TBD	957663834
@ WA Intermediate Bond Portfolio	FI	WAIFX	957663800
@ WA Money Market Portfolio	FI	XXX	000000000
@ XX Xxx - XX Opportunity Bond Portfolio	FI	TBD	957663859
@ WA US Govt Money Market Portfolio	FI	TBD	957663743
Western Asset Class I –Funds with annual compensation on assets comprised of recordkeeping fees of __ bps.
Fund Name	Class	Ticker	CUSIP
WA Absolute Return Portfolio	I	WAARX	957663719
WA Core Bond Portfolio	I	WATFX	957663305
WA Core Plus Bond Portfolio	I	WACPX	957663503
@ WA Enhanced Equity Portfolio	I	TBD	957663792
@ WA Global Strategic Income Portfolio	I	TBD	957663735
WA High Yield Portfolio	I	WAHYX	957663842
WA Inflation Indexed Plus Bond Portfolio	I	WAIIX	957663883
WA Intermediate Bond Portfolio	I	WATIX	957663701
WA Limited Duration Bond Portfolio	I	WALDX	957663107
@ WA Money Market Portfolio	I	TBD	957663776
@ WA US Govt Money Market Portfolio	I	TBD	957663750
WA Non - US Opportunity Bond Portfolio	I	WAFIX	957663867
	Page 15 of 16

Western Asset Class IS – No compensation may be paid. This is a no-12b-1 share class with no recordkeeping fees or
revenue share.
Fund Name	Class	Ticker	CUSIP
X WA Absolute Return Portfolio	IS	WAASX	957663685
X WA Core Bond Portfolio	IS	WACSX	957663677
X WA Core Plus Bond Portfolio	IS	WAPSX	957663669
X WA High Yield Portfolio	IS	WAHSX	957663636
X WA Inflation Indexed Plus Bond Portfolio	IS	WAFSX	957663545
X WA Intermediate Bond Portfolio	IS	WABSX	957663610
X WA Limited Duration Bond Portfolio	IS	WALSX	957663586
@X WA Non-US Opportunity Bond Portfolio	IS	WAOSX	957663560
^ Funds with redemption fees
% Not exchangeable. Only existing investors can continue to invest
+ Only available to existing shareholders/closed to new investors
X Available to institutional investors only, who make an initial purchase of at least $1 million and maintain a single account at
the Fund. Examples of eligible investors are corporations, banks, trust companies, foundations, defined benefit plans that do
not charge recordkeeping fees. Retirement plans such as 401k, 457, 403b may not charge recordkeeping fees to be eligible
and further need to be individually assessed as to whether they meet other eligibility requirements, at the sole discretion of the
distributor.
@ Currently unavailable for purchase. Please contact the distributor in advance to express sales interest or for more
information, including when the share class/fund may be made available. The distributor will consider whether or not to
make the requested share class/fund available for sale and may decline to do so in its sole discretion.
€: For any individual Fund for which both Class A and Class FI shares are available to investors under this Agreement, only
Class FI shares may be offered to new Retirement Plans. Class A shares may continue to be offered to any Retirement Plan
that currently purchases Class A shares of that Fund or of any predecessor Fund.
:For any individual Fund for which both Class C and Class R1 shares are available to investors under this Agreement, only
Class R1 shares may be offered to new Retirement Plans. Class C shares may continue to be offered to any Retirement Plan
that currently purchases Class C shares of that Fund or of any predecessor Fund.
Page 16 of 16