Ms. Michelle Whitman Sheiowitz ING
| Exhibit 24(b)(8.19) October 28, 2011 |
| Xx. Xxxxxxxx Xxxxxxx Xxxxxxxxx |
| ING |
| 000 Xxxxxx xxxxx |
| Somerset, NJ 08873 |
| Dear Xx. Xxxxxxxxx: |
| As you may know, ING Institutional Plan Services, LLC and ING Investment Advisors, LLC |
| (formerly known as CitiStreet LLC and CitiStreet Associates LLC) entered into an Amended and |
| Restated Shareholder Services Agreement, dated September 8, 2004, as amended ("Agreement |
| 1"), with Artisan Partners Distributors LLC (formerly known as Artisan Distributors LLC), |
| Artisan Partners Limited Partnership and Artisan Partners Funds, Inc.1 In addition, ING Life |
| Insurance and Annuity Company, ING Institutional Plan Services, LLC, and ING Financial |
| Advisers, LLC entered into a Selling and Services Agreement and Fund Participation |
| Agreement, dated November 30, 2006, as amended ("Agreement 2" and together with |
| Agreement 1, the "Agreements"), with Artisan Partners Distributors LLC, Artisan Partners |
| Limited Partnership and Artisan Partners Funds, Inc. ING Institutional Plan Services, LLC, ING |
| Investment Advisors, LLC, ING Life Insurance and Annuity Company and ING Financial |
| Advisers, LLC are collectively referred to herein as "ING". Pursuant to the Agreements, shares |
| of one or more of the mutual fund series offered by Artisan Partners Funds, Inc. (individually a |
| "Fund" and collectively, the "Funds") are made available for purchase by ING's clients, either |
| directly through purchase of Fund shares or indirectly through purchase of units of an insurance |
| company separate account that in turn may purchase Fund shares. |
| Previously, only the Investor share classes of the Funds were made available for purchase by |
| your clients.2 We have recently determined, however, to make the Institutional share. |
| _________________________ |
| 1 Prior to July 1, 2011, Artisan Partners Funds, Inc. was named Artisan Funds, Inc. |
| 2 In the case of Artisan Emerging Markets Fund, the Advisor share class of the Fund previously has been made |
| available for purchase by clients of ING Life Insurance and Annuity Company, ING Institutional Plan Services, |
| LLC, and ING Financial Advisers, LLC pursuant to Agreement 2. |
| ____________________________________ |
| INVESTMENT MANAGEMENT PRACTICED WITH INTELLIGENCE AND DISCIPLINE IS AN ART |
| 000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxxxx, XX 00000 |
| Securities offered through Artisan Distributors LLC, member FINRA |
| Xxxxxxxx Xxxxxxxxx |
| October 28, 2011 |
| Page 2 |
| classes of the Funds3 available for purchase through certain pre-approved financial intermediary |
| partners. By this letter, we are formally providing notice to ING that we would like to make the |
| Institutional share classes of the Funds, in addition to the Funds' Investor share classes (and in |
| the case of Artisan Emerging Markets Fund, the Advisor share class), now or hereafter existing, |
| available for purchase by ING clients. |
| It is our intent that the terms of the Agreements (including, but not limited to, the terms relating |
| to the processing of transactions in the shares of the Funds), will otherwise apply in full force |
| and effect to any purchase and redemption activity engaged in by ING's clients in the Funds' |
| Institutional share classes. However, we will not make any payments in connection with the |
| shareholder servicing, marketing or other services provided by your firm to shareholders |
| invested in the Institutional share classes. Therefore, the terms of the Agreements regarding the |
| payment of fees to ING will not apply with respect to assets held by your firm's clients in the |
| Funds' Institutional share classes. |
| The eligibility requirements an investor must meet to purchase shares of the Funds' Institutional |
| share classes are set forth in Artisan Funds' Institutional Shares prospectuses, which can be |
| found at xxxx://xxxxxx.xxxxxxxxxxxxxxx.xxx/Xxxxxxx/xxxxxxxxxxxxx.xxxx. Please note that as set forth |
| in the prospectuses, the Funds reserve the right, in certain circumstances, to convert the |
| Institutional share class shares of a Fund held by a Fund shareholder to the Investor share class |
| shares of that Fund. |
| We are excited to make the Institutional share classes of the Funds available to your clients. To |
| avoid any confusion regarding the terms upon which such shares are being offered, we kindly |
| ask that you sign as indicated below to acknowledge your agreement with the terms set forth in |
| this letter. Please return a signed copy of this letter to the attention of Xxxxxx X. Xxxxxx, Xx. at |
| xxxxxx.xxxxxx@xxxxxxxxxxxxxxx.xxx at your earliest convenience. |
| Sincerely, |
| /s/ Xxxxx X. Xxxxxxx |
| Xxxxx X. Xxxxxxx |
| Vice President, Artisan Partners Distributors LLC |
| Vice President, Artisan Investments GP LLC, general partner of Artisan Partners Limited |
| Partnership |
| General Counsel and Secretary, Artisan Partners Funds, Inc. |
| ________________________ |
| 3 Artisan Funds currently offers an Institutional share class with respect to Artisan Emerging Markets Fund, Artisan |
| International Fund, Artisan International Value Fund, Artisan Mid Cap Fund, Artisan Value Fund and Artisan |
| Growth Opportunities Fund. Each of Artisan International Value Fund and Artisan Mid Cap Fund are closed to |
| most new investors. |
| Xxxxxxxx Xxxxxxxxx | |
| October 28, 2011 | |
| Page 3 | |
| Acknowledged and Agreed: | |
| ING Institutional Plan Services, LLC | |
| /s/ Xxxx X. Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx |
| Title: | Vice President |
| ING Investment Advisors, LLC | |
| /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx |
| Title: | COO/VP |
| ING Life Insurance and Annuity Company | |
| /s/ Xxxx X. Xxxxxxx | |
| Name: | Xxxx X. Xxxxxxx |
| Title: | Vice President |
| ING Financial Advisors, LLC | |
| /s/ Xxxxx Xxxxxx | |
| Name: | Xxxxx Xxxxxx |
| Title: | COO/VP |
