TO SERVICES AGREEMENT
Exhibit 24(b)(8.140)
FIRST AMENDMENT
This First Amendment dated as of August 14, 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 Prudential Investment Management Services LLC (“Distributor”), and Prudential Mutual Fund Services LLC (“PMFS”) (collectively “Prudential”) is made to the Services Agreement dated as of May 1, 2002 (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.
WHEREAS, ING Institutional is a limited liability company that provides various recordkeeping and other administrative services to certain Plans; and
WHEREAS, the parties wish to add ING Institutional to the Agreement; and
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 Institutional is hereby added to the Agreement as an additional recordkeeper, and all provisions relating to ING Life in the Agreement 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 ING Financial.
2. Paragraph 2 of the Agreement is hereby deleted in its entirety and replaced with the following:
“2. Omnibus Account.
The parties agree that up to two omnibus accounts, each held in the name of the Nominee, may be maintained for those Plan assets directed for investment in the Funds (“Account” or “Accounts"). One such omnibus account may be maintained in connection with Plans for which ING Life is providing various recordkeeping and other administrative services, and the other such omnibus account may be maintained in connection with Plans for which ING Institutional is providing various recordkeeping and other administrative services. Alternatively, one Account may be maintained in connection with Plans for which both ING Life and ING Institutional shall provide such recordkeeping and administrative services. ING Life or ING Institutional, as service agents for the Plans, shall facilitate purchase and sale transactions with respect to the Account in accordance with the Agreement.”
3. Paragraphs 4 and 5 of the Agreement are hereby deleted in their entirety and replaced with the following:
“4. Servicing Fees: The provision of shareholder and administrative services to the Plans shall be the responsibility of ING Financial, ING Life, ING Institutional, or the Nominee and shall not be the responsibility of Distributor. The Nominee will be
2
recognized as the sole shareholder of Fund shares purchased under this Agreement. It is further recognized that there will be a substantial savings in administrative expense and recordkeeping expenses by virtue of having one shareholder rather than multiple shareholders. In consideration of the administrative savings resulting from such arrangement, Distributor agrees to pay or cause to be paid an annual fee as specified in Schedule A and Schedule B (attached), based on the average net assets invested in the Funds through ING Life’s or ING Institutional’s arrangements with Plans in each calendar quarter. Within thirty (30) days after the end of each calendar quarter Distributor shall provide ING Life or ING Institutional with a statement showing the aggregate value of ING Life’s or ING Institutional’s accounts for the preceding quarter and include therewith a payment to ING Life or ING Institutional for the compensation due ING Life in accordance with this paragraph.
5. 12b-1 Fees. To compensate ING Financial for its distribution of Fund Shares, Distributor shall make quarterly payments to ING Financial, as specified in Schedule A (attached), based on the average net assets invested in Fund shares through ING Life’s or ING Institutional’s arrangements with Plans 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.”
4. The following is added as Section 12(e) to the Agreement:
“(e) 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.”
5. The following replaces Section 14(b) of the Agreement:
“(b) 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
3
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 Life/ING Financial/ING Institutional:
Xxxxxxx Xxxxxxxxxx
Counsel
ING Americas Legal Services
Xxx Xxxxxx Xxx, X0X
Xxxxxxx, XX 00000
Fax:
000-000-0000
To Prudential:
Prudential Investment Management Services LLC
Xxxxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxxx X. Xxxxxx
Prudential Mutual Fund Services LLC
Xxxxxxx Xxxxxx Xxxxx, 00xx Xxxxx
Xxxxxx, XX 00000
Attention: Xxxx Xxxxxxxxx
Any notice, demand or other communication given in a manner prescribed in this Subsection (b) shall be deemed to have been delivered on receipt.
6 The following paragraph is added under Section 14 “Miscellaneous” of the Agreement:
(g) 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 Prudential, ING Life and ING Institutional will
implement such redemptions fees in a time frame and manner mutually
acceptable to all parties.
7. The current Exhibit A to the Agreement is deleted and replaced in its entirety by new Schedule A and Schedule B, attached hereto, and such schedules are hereby added to the Agreement.
8. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect.
9. 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.
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IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.
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ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President
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PRUDENTIAL INVESTMENT MANAGEMENT SERVICES LLC
By: /s/ Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Senior Vice President
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ING Financial ADvisers, LLC
By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: COO/VP
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PRUDENTIAL MUTUAL FUND SERVICES LLC
By: /s/ Xxxx Xxxxxxxxx Name: Xxxx Xxxxxxxxx Title: Senior Vice President
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ING INSTITUTIONAL PLAN SERVICES, LLC
By: /s/ Xxxxxxxx Xxxxxxxxx Attorney in fact Name: Xxxxxxxx Xxxxxxxxx Title: VP
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5
SCHEDULE A
FUNDS AVAILABLE AND APPLICABLE FEE
With respect to Accounts invested in the Funds, ING shall receive the compensation described below. Such fee shall accrue daily and shall be paid to ING quarterly.
Type of Fee payable for services:
[a] Fee payable by PIMS as agent for the Funds for shareholder servicing
[b] Fee payable by PMFS as agent for the Funds for sub-accounting/record keeping services
[c] Fee payable by PMFS on behalf of itself or an affiliate for general administrative services
JENNISONDRYDEN CLASS A SHARES
|
Fund Name |
Shareholder Servicing 12b-1 Fee (a) |
Sub-Accounting/Record Keeping Fee (b) |
General Administration Fee (c) |
Large-Cap Stock |
|
|
|
|
Xxxxxx Large-Cap Core Equity Fund |
___% |
___% |
___% |
|
Xxxxxx Stock Index Fund |
___% |
___% |
___% |
|
Xxxxxx Strategic Value Fund |
___% |
___% |
___% |
|
Xxxxxxxx 20/20 Focus Fund |
___% |
___% |
___% |
|
Xxxxxxxx Blend Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Conservative Growth Fund |
___% |
___% |
___% |
|
Xxxxxxxx Growth Fund |
___% |
___% |
___% |
|
Xxxxxxxx Select Growth Fund |
___% |
___% |
___% |
|
Xxxxxxxx Value Fund |
___% |
___% |
___% |
|
Xxxxxxxx Equity Income Fund |
___% |
___% |
___% |
|
|
|
|
|
Small /Mid Cap Stock |
|
|
|
|
Xxxxxx Small-Cap Core Equity Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Small Company Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Equity Opportunity Fund |
___% |
___% |
___% |
|
Xxxxxxxx Mid-Cap Growth Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx Mid-Cap Value Fund |
___% |
___% |
___% |
|
Xxxxxx Small-Cap Value Fund |
___% |
___% |
___% |
|
|
|
|
|
Sector Stock |
|
|
|
|
Xxxxxxxx Financial Services Fund |
___% |
___% |
___% |
|
Xxxxxxxx Health Sciences Fund |
___% |
___% |
___% |
|
Xxxxxxxx Natural Resources Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Utility Fund |
___% |
___% |
___% |
|
Xxxxxx Global Real Estate Fund, Inc. |
___% |
___% |
___% |
|
Global/International Stock |
|
|
|
|
Xxxxxx International Equity Fund |
___% |
___% |
___% |
|
Xxxxxx International Value Fund |
___% |
___% |
___% |
6
JENNISONDRYDEN CLASS A SHARES (Continued)
|
Fund Name |
Shareholder Servicing 12b-1 Fee (a) |
Sub-Accounting/Record Keeping Fee (b) |
General Administration Fee (c) |
|
|
|
|
|
|
Asset Allocation |
|
|
|
|
Xxxxxx Active Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Conservative Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Growth Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Moderate Allocation Fund |
___% |
___% |
___% |
|
Target Conservative Allocation Fund |
___% |
___% |
___% |
|
Target Moderate Allocation Fund |
___% |
___% |
___% |
|
Target Growth Allocation Fund |
___% |
___% |
___% |
|
|
|
|
|
Taxable Bond |
|
|
|
|
Xxxxxx Government Income Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx High Yield Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx Short-Term Corporate Bond Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx Total Return Bond Fund, Inc. |
___% |
___% |
___% |
|
|
|
|
|
Global/International Bond |
|
|
|
|
Xxxxxx Global Total Return Fund, Inc. |
___% |
___% |
___% |
7
JENNISONDRYDEN CLASS R SHARES
|
Fund Name |
Shareholder Servicing 12b-1 Fee (a) |
Sub-Accounting/Record Keeping Fee (b) |
General Administration Fee (c) |
|
Large Cap Stock |
|
|
|
|
Xxxxxxxx 20/20 Focus Fund |
___% |
___% |
___% |
|
Xxxxxxxx Growth Fund |
___% |
___% |
___% |
|
Xxxxxxxx Value Fund |
___% |
___% |
___% |
|
|
|
|
|
|
Small/Mid Cap Stock |
|
|
|
|
Xxxxxx Small-Cap Core Equity Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Small Company Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Equity Opportunity Fund |
___% |
___% |
___% |
|
Xxxxxxxx Mid-Cap Growth Fund, Inc. |
___% |
___% |
___% |
|
|
|
|
|
|
|
|
|
|
|
Taxable Bond |
|
|
|
|
Xxxxxx Government Income Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx High Yield Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx Short-Term Corporate Bond Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx Total Return Bond Fund, Inc. |
___% |
___% |
___% |
|
|
|
|
|
|
Asset Allocation |
|
|
|
|
Xxxxxx Active Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Conservative Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Growth Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Moderate Allocation Fund |
___% |
___% |
___% |
|
Target Conservative Allocation Fund |
___% |
___% |
___% |
|
Target Moderate Allocation Fund |
___% |
___% |
___% |
|
Target Growth Allocation Fund |
___% |
___% |
___% |
|
|
|
|
|
|
Sector Stock |
|
|
|
|
Xxxxxxxx Natural Resources Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Utility Fund |
___% |
___% |
___% |
|
Xxxxxx Global Real Estate Fund, Inc. |
___% |
___% |
___% |
8
JENNISONDRYDEN CLASS Z SHARES
|
Fund Name |
Shareholder Servicing 12b-1 Fee (a) |
Sub-Accounting/Record Keeping Fee (b) |
General Administration Fee (c) |
Large Cap Stock |
|
|
|
|
Xxxxxx Large-Cap Core Equity Fund |
___% |
___% |
___% |
|
Xxxxxx Stock Index Fund |
___% |
___% |
___% |
|
Xxxxxx Strategic Value Fund |
___% |
___% |
___% |
|
Xxxxxxxx 20/20 Focus Fund |
___% |
___% |
___% |
|
Xxxxxxxx Blend Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Growth Fund |
___% |
___% |
___% |
|
Xxxxxxxx Select Growth Fund |
___% |
___% |
___% |
|
Xxxxxxxx Value Fund |
___% |
___% |
___% |
|
Xxxxxxxx Equity Income Fund |
___% |
___% |
___% |
|
|
|
|
|
|
Small/Mid Cap Stock |
|
|
|
|
Xxxxxx Small-Cap Core Equity Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Small Company Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Equity Opportunity Fund |
___% |
___% |
___% |
|
Xxxxxxxx Mid-Cap Growth Fund, Inc |
___% |
___% |
___% |
|
Xxxxxx Mid-Cap Value Fund |
___% |
___% |
___% |
|
|
|
|
|
|
Sector Stock |
|
|
|
|
Xxxxxxxx Financial Services Fund |
___% |
___% |
___% |
|
Xxxxxxxx Health Sciences Fund |
___% |
___% |
___% |
|
Xxxxxxxx Natural Resources Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxxxx Utility Fund |
___% |
___% |
___% |
|
Xxxxxx Global Real Estate Fund, Inc. |
___% |
___% |
___% |
|
|
|
|
|
Global/International Stock |
|
|
|
|
Xxxxxx International Equity Fund |
___% |
___% |
___% |
|
Xxxxxx International Value Fund |
___% |
___% |
___% |
|
|
|
|
|
Asset Allocation Funds |
|
|
|
|
Xxxxxx Active Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Conservative Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Growth Allocation Fund |
___% |
___% |
___% |
|
JennisonDryden Moderate Allocation Fund |
___% |
___% |
___% |
|
Target Conservative Allocation Fund |
___% |
___% |
___% |
|
Target Moderate Allocation Fund |
___% |
___% |
___% |
|
Target Growth Allocation Fund |
___% |
___% |
___% |
|
|
|
|
|
Taxable Bond |
|
|
|
|
Xxxxxx Government Income Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx High Yield Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx Short-Term Corporate Bond Fund, Inc. |
___% |
___% |
___% |
|
Xxxxxx Total Return Bond Fund, Inc. |
___% |
___% |
___% |
9
JENNISONDRYDEN CLASS Z SHARES (Continued)
Fund Name |
Shareholder Servicing 12b-1 Fee (a) |
Sub-Accounting/Record Keeping Fee (b) |
General Administration Fee (c) |
Global/International Bond |
|
|
|
|
Xxxxxx Global Total Return Fund, Inc. |
___% |
___% |
___% |
10
SCHEDULE B
FUNDS AVAILABLE AND APPLICABLE FEE
With respect to Account invested in the Funds, ING shall receive the compensation described below. Such fee shall accrue daily and shall be paid to ING quarterly.
Type of Fee:
[a] Fee payable by PIMS as agent for the Funds for shareholder servicing
[b] Fee payable by PMFS as agent for the Funds for sub-accounting/record keeping services
[c] Fee payable by PMFS on behalf of itself or an affiliate for general administration services
TARGET CLASS T SHARES
|
Fund Name |
Shareholder Servicing 12b-1 Fee |
Sub-Accounting/Record Keeping Fee |
General Administration Fee |
|
Target Intermediate Term Bond Portfolio |
___% |
___% |
___% |
|
Target International Bond Portfolio |
___% |
___% |
___% |
|
Target International Equity Portfolio |
___% |
___% |
___% |
|
Target Large Cap Growth Portfolio |
___% |
___% |
___% |
|
Target Large Cap Value Portfolio |
___% |
___% |
___% |
|
Target Mortgage Backed Securities Portfolio |
___% |
___% |
___% |
|
Target Small Cap Growth Portfolio |
___% |
___% |
___% |
|
Target Small Cap Value Portfolio |
___% |
___% |
___% |
