SERVICES AGREEMENT
Exhibit 24(b)(8.49)
SERVICES AGREEMENT
This Services Agreement (the "Agreement") entered into as of January 6, 2014 (the "Effective Date") by and between ING Life Insurance and Annuity Company a life insurance company organized under the laws of the State of Connecticut, ING Institutional Plan Services, LLC a limited liability company liability company organized under the laws of the State of Delaware, and ReliaStar Life Insurance Company of NY a life insurance company organized under the laws of the State of New York (individually a "Recordkeeper" and collectively the "Recordkeepers") , and Fidelity Investments Institutional Operations Company, Inc., a Massachusetts corporation. ("FIIOC") and Fidelity Distributors Corporation ("FDC") (collectively, "Fidelity"). This Agreement hereby terminates and replaces in its entirety the Services Agreement between ING Financial Advisers, LLC previously identified as the Recordkeeper and FDC effective April 1, 2007, as amended.
WHEREAS, Recordkeeper has been selected by certain retirement benefit plans (each a "Plan" and collectively the "Plans") to provide administrative and recordkeeping services;
WHEREAS, ING Financial Advisers, LLC ('ING Financial") , the affiliated broker-dealer of the Recordkeepers, will distribute to Plans shares of the funds and shall provide administrative services related to fund shares as agent for certain of its customer accounts in accordance with the Selling Dealer Agreement dated June 18, 2002, as amended ("Dealer Agreement");
WHEREAS, under such Dealer Agreement, ING Financial receives compensation for such distribution of fund shares or administrative services related to fund shares;
WHEREAS, Fidelity's affiliate, Fidelity Management & Research Company, serves as an investment advisor to the Fidelity Advisor Funds and Fidelity Retail Funds, each open-end investment companies registered under the Investment Company Act of 1940, as amended (the "1940 Act"), (individually, the "Advisor Fund" and "Retail Fund" and collectively, the "Advisor Funds" and "Retail Funds");
WHEREAS, FIIOC serves as transfer agent for the Advisor Funds and Retail Funds;
WHEREAS, FDC serves as the principal underwriter and distributor of the Advisor Funds and
Retail Funds; and
WHEREAS, the Plan sponsors have decided to make one or more Advisor Funds or Retail Funds available as investment options to participants in Eligible Plans.
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the parties hereto agree as follows:
1. Compensation to Recordkeeper. In consideration of the reduced recordkeeping and administrative duties, responsibilities and expenses, Fidelity will pay to ING an amount ("Fee") as set forth below:
The Fee shall be computed as follows:
(a) "Existing Average Daily Advisor Assets" shall be the sum of the daily net assets for each calendar day in the quarter divided by the number of calendar days in the quarter invested in equity and fixed income shares of Class A, B, C, T and I of the Advisor Funds through
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identification numbers(s) listed on Schedule A. Existing Average Daily Advisor Assets shall be paid the following amounts:
a. Class A, B and C shares of the Existing Average Daily Advisor Assets be multiplied by
_____ (__ basis points), and the sum shall be multiplied by the number of calendar days in the quarter and divided by the number of days in the year; plus
b. Class T shares of the Existing Average Daily Advisor Assets shall be multiplied by
_____ (__ basis points) and the sum shall be multiplied by the number of calendar days in the quarter and divided by the number of days in the year; plus
c. Class I shares of the Existing Average Daily Advisor Assets shall be multiplied by _____ (__ basis points) and the sum shall be multiplied by the number of calendar days in the quarter and divided by the number of days in the year.
(b) "New Average Daily Advisor Assets" shall be the sum of the daily net assets for each calendar day in the quarter divided by the number of calendar days in the quarter invested through the identification number(s) listed on Schedule A-1 in equity and fixed income shares (i) A, T and I shares of Advisor Funds within Eligible Plans installed after the Effective Date by ING or (b) A, T and I shares of Advisor Funds added to eligible Plans installed prior to the Effective Date by ING. The New Average Daily Advisor Assets shall be multiplied by _____ (__ basis points) and that sum shall be multiplied by the number of calendar days in the quarter and divided by the number of calendar days in the year.
(b) "Average Daily Retail Assets" shall be the sum of the daily net assets for each calendar day in the quarter divided by the number of calendar days in the quarter invested through identification number(s) listed on Schedule A in shares of Retail Funds (excluding Money Market and Index Funds) as invoiced by ING. Average Daily Retail Assets shall be multiplied by ______ (__ basis points), excluding Fixed Income Funds which shall be multiplied by _____ (__ bps) and the sum shall be multiplied by the number of calendar days in the quarter and divided by the number of calendar days in the year.
Such amounts shall be paid in arrears within sixty(60) calendar days of the close of the quarter and in accordance with Section 8 of this Agreement. For purposes of this Agreement, "Eligible Plan" shall mean a plan that has been identified on our transfer agent system as being recordkept by each Recordkeeper. Eligibility for compensation shall begin on the Effective Date of this Agreement. Should this Agreement be terminated effective before the last day of a quarter, Recordkeepers shall be entitled to a fee for that portion of the quarter during which this Agreement was still in effect, unless such termination is due to misconduct on the part of Recordkeeper. Notwithstanding the foregoing, no payments will be made under this Agreement for any Eligible Plan assets that are already being paid to another party under a separate agreement with Fidelity.
2. Rule 12b-1. Certain payments made under this Agreement shall be made pursuant to a plan in compliance with Rule 12b-1 of the Securities and Exchange Commission ("12b-1 Payments"). Such payments shall be made for recordkeeping and administrative services and not for distribution.
3. Plan Sponsor Acknowledgement and Disclosure. The Recordkeeper shall disclose to each sponsoring employer or responsible plan fiduciary the amount to be paid to the Recordkeeper under this Agreement, with respect to the Advisor Fund or Retail Fund, for the provision of recordkeeping and other services to the
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Plan, as required under applicable law, including without limitation the requirements of Department of
Labor regulation Section 2550.408b-2(c)(l).
4. Information Regarding the Plans and Advisor Funds and Retail Funds. If requested by Fidelity, Recordkeeper shall transmit to Fidelity such information concerning the Eligible Plans and investment in the Advisor Funds or Retail Funds as shall reasonably be necessary for Fidelity to support the arrangement detailed in this Agreement, including but not limited to the following:
a) If Eligible Plan assets are held in an omnibus account, the total average daily balances of each Eligible Plan. Such information shall be sent to Fidelity, in an electronic format, on a quarterly basis within eight (8) business days of the quarter's end.
b) If requested by Fidelity, Recordkeeper shall transmit to Fidelity such information concerning Customers and investment in the Advisor Funds or Retail Funds as shall reasonably be necessary for Fidelity to support the arrangement detailed in this Agreement, including but not limited to an electronic file containing the following information: Fund Name, CUSIP, Plan name, Plan number, Plan city, Plan State, Financial Advisor (first/last name), FA City, State and ZIP, Beginning balance, Contributions, Redemptions, and Ending Balance and applicable Product Name (if any). Such file shall be sent to Fidelity no less than quarterly and if requested, in Fidelity's format. If requested, client will make a reasonable effort to provide, under certain circumstances, or make available daily data if requested.
5. Availability of Advisor Funds or Retail Funds. Recordkeeper acknowledges that the availability of Advisor Funds and Retail Funds to Eligible Plans is subject to the sole discretion of Fidelity and/or its affiliates and the terms of each Advisor Fund's or Retail Fund's applicable prospectus.
6. Representations of Recordkeeper. Recordkeeper represents that it or its designated agent has in place with Fidelity or Fidelity's affiliates agreement(s) that enable it or its designated agent to accept from each Eligible Plan, orders for the purchase, exchange, or redemption of shares of the Advisor Funds or Retail Funds in accordance with the terms of each Advisor Funds' or Retail Funds' prospectus, as well as provide recordkeeping and aministrative services with respect to such Eligible Plans invested in the Advisor Funds or Retail Funds. ING further represents that it is eligible to receive compensation under this Agreement and its receipt of such compensation will not cause ING to violate any applicable state or federal rules or regulations of authorized regulatory agencies thereunder.
7. Term. This Agreement shall commence on the Effective Date continue in force for one (1) year from the Effective Date hereof and thereafter shall be renewed automatically for successive annual periods; provided however that with respect to 12b-1 Payments, such renewal must be approved by an affirmative vote of a majority of the Trustees of those Advisor Funds or Retail Funds that have adopted plans in compliance with Rule 12b-1, including a majority of those Trustees that are not "interested persons" (as defined in the 0000 Xxx) of such Advisor Funds or Retail Funds and who have no direct or indirect financial interest in the operation of the Agreement or any agreement related thereto (the "Qualified Trustees"). The obligation to make 12b-l Payments hereunder, may be terminated with respect to any of the Advisor Funds or Retail Funds at any time without penalty by Fidelity, on 30 days written notice, upon an affirmative vote of the majority of the outstanding "voting securities" (as defined in the 0000 Xxx) of such Fund or upon the affirmative vote of the Qualified Trustees of such Advisor Fund or Retail Fund. 12b-1 Payments shall terminate automatically in the event of the Recordkeeper's termination of recordkeeping and administrative services with respect to all Plans invested in the Advisor Funds or Retail Funds, or either party's termination
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of this Agreement. In addition, 12b-1 Payments shall terminate automatically in the event of the assignment of this Agreement. Either party may terminate this Agreement for any reason without penalty upon thirty (30) calendar days written notice to the other party.
8. Applicable Law. This Agreement shall be construed and the provisions hereof interpreted in accordance with the laws of the Commonwealth of Massachusetts without giving effect to the principles of conflicts of law thereof.
9. Payment Instructions. Payment of any amounts owed under this Agreement shall be made by wire transfer. Wire payments shall be made in accordance with the instructions set forth on Schedule B. Schedule B may be updated by Recordkeeper with at least forty-five (45) calendar days prior written notice.
10. Indemnification. Recordkeeper agrees to indemnify Fidelity and the Advisor Funds and Retail Funds and each of their agents, designees and affiliates for any loss, claim, liability or expense arising from Recordkeeper providing or failing to provide recordkeeping or other services to the Plans as contemplated under this Agreement or Recordkeeper's failure to disclose as required in Section 3.
11. Amendment. This Agreement may be amended only by a writing signed by both parties, except that Section 1, Section 2, Schedule A and Schedule A-1 hereto may be amended at any time by Fidelity with notice to Recordkeeper.
12. Notices. Unless otherwise specified, all notices and other communications hereunder shall be in writing and shall be hand delivered, sent by express delivery or mailed by certified mail to the other party at the following address or such other address of which either party may give notice to the other:
If to Recordkeeper:
_____________________________
_____________________________
Attn.: _______________________
If to Fidelity:
000 Xxxxx Xx. Xxxxxxxxxx, XX 00000
Attn.: Risk Management and Compliance
Mail Zone: 02N
13. Entire Agreement. This Agreement including the Schedule(s) attached hereto, constitutes the entire agreement between the parties and supersedes any prior agreement with respect to the subject matter hereof whether oral or written.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. By signing below, the undersigned represent that they are authorized to execute this document on behalf of the respective parties. Each party may rely without duty of inquiry on the foregoing representation.
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Fidelity Distributors Corporation Fidelity Investments Institutional
Operations Company, Inc.
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By: |
/s/Xxxxxx Xxxxxxx |
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By: |
/s/Xxx Xxxxxxx |
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Name: |
Xxxxxx Xxxxxxx |
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Name: |
Xxx Xxxxxxx |
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Title: |
EVP |
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Title: |
SVP |
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Date: |
01/15/14 |
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Date: |
01/15/2014 |
ING Life Insurance & Annuity Company
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By: |
/s/Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Vice President |
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Date: |
1/6/14 |
ReliaStar Life Insurance Company of New York ING Institutional Plan Services, LLC
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By: |
/s/Xxxx Xxxxxxx |
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By: |
/s/Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Name: |
Xxxx Xxxxxxx |
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Title: |
Vice President |
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Title: |
Vice President |
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Date: |
1/6/14 |
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Date: |
1/6/14 |
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SCHEDULE A
Identification Numbers
891- ING Life Insurance & Annuity Company
892- ING Life Insurance & Annuity Company
51188- ReliaStar Life Insurance Company of New York
50072- ReliaStar Life Insurance Company of New York
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SCHEDULE B
PAYMENT INSTRUCTIONS
Bank:___________________________________________________________________
ABA No:________________________________________________________________
Account Name:___________________________________________________________
Account Number:__________________________________________________________
Ref:____________________________________________________________________
Statements shall be sent to the following:
Primary Recordkeeper Contact Name:__________________________________________
Address:_________________________________________________________________
Telephone No.:___________________________________________________________
E-mail Address:___________________________________________________________
Secondary Recordkeeper Contact Name:________________________________________
Address:_________________________________________________________________
Telephone No.:___________________________________________________________
E-mail Address:___________________________________________________________
Other Recordkeeper Contact (for day-to-day questions, if different from above):
Contact Name:____________________________________________________________
Address:_________________________________________________________________
Telephone No.:___________________________________________________________
E-mail Address:___________________________________________________________
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