AMENDMENT NO. 1 TO THE INTERCOMPANY AGREEMENT
| AMENDMENT NO. 1 TO THE INTERCOMPANY AGREEMENT | |
| This Amendment No. 1, made and entered into as of December 1, 2013 and effective, | |
| unless otherwise noted, as of December 23, 2010, amends the Intercompany Agreement, dated as | |
| of December 22, 2010 (the “Agreement”), by and among Directed Services LLC (“DSL”) and | |
| ING USA Annuity and Life Insurance Company (“USA”). | |
| W I T N E S S E T H | |
| WHEREAS, DSL is an investment adviser for certain U.S. registered investment | |
| companies (“Funds”) and a registered broker-dealer distributing variable insurance contracts; and | |
| WHEREAS, USA is an insurance company which offers a variety of insurance | |
| products, including variable annuities; Funds advised by DSL are made available through sub- | |
| accounts to purchasers of these insurance products; and | |
| WHEREAS, DSL pays to USA the amounts derived from applying the annual | |
| rates listed in Schedule A against the average net assets invested in the Funds by USA and by | |
| USA non-insurance customers during the prior calendar month; and | |
| WHEREAS, Schedule A is reviewed at least once each calendar quarter and may | |
| be modified at any time by mutual written consent; and | |
| WHEREAS, modifications have been made to Schedule A during the period | |
| between the effective date and the date of this Amendment No. 1; and | |
| NOW, THEREFORE, the parties agree as follows: | |
| 1. | Schedule A to the Agreement is deleted in its entirety and is replaced with the |
| attached Schedule A. | |
| 2. | Capitalized terms used in this Amendment and not otherwise defined shall have |
| the meanings ascribed to them in the Agreement. | |
| Amend #1- Schedule A |
| 3. | This Amendment may be executed in several counterparts, each of which shall | ||
| be an original, but all of which together will constitute one and the same | |||
| instrument. | |||
| 4. | In all other respects, the Agreement is hereby confirmed and remains in full force | ||
| and effect. | |||
| IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be | |||
| executed as of the day and year first above written. | |||
| DIRECTED SERVICES LLC | ING USA ANNUITY AND LIFE | ||
| INSURANCE COMPANY | |||
| By: | /s/ Xxxxx X. Xxxxxxx | By: | |
| Name:_Shaun P. Mathews_____ | Name: | ||
| Title: __EVP__________________________ | Title: | ||
| Amend #1- Schedule A |
| 3. | This Amendment may be executed in several counterparts, each of which shall | ||
| be an original, but all of which together will constitute one and the same | |||
| instrument. | |||
| 4. | In all other respects, the Agreement is hereby confirmed and remains in full force | ||
| and effect. | |||
| IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to be | |||
| executed as of the day and year first above written. | |||
| DIRECTED SERVICES LLC | ING USA ANNUITY AND LIFE | ||
| INSURANCE COMPANY | |||
| By: | By: | /s/ Xxxx X. Xxxxxxx | |
| Name:_ | Name: Xxxx X. Xxxxxxx | ||
| Title: __ | Title: Vice President | ||
| Amend #1- Schedule A |
| Schedule A |
| This Schedule is made and entered into as of December 1, 2013 and, unless otherwise identified below, is effective as of December 23, 2010. |
| As described in Section 1 USA shall be paid at the rates set forth immediately below. In the case of funds of funds, payments will apply to the |
| shares of the fund of funds held directly at the rate specified and will also apply to shares of underlying funds held indirectly through the fund of |
| funds at the rates specified for those underlying funds calculated in the same manner as if the underlying funds were held directly. |
| Payments listed in Schedule A shall not be made for assets contained in the following retirement plans: |
| • ING USA Annuity & Life Insurance Company "Equifund" Retirement Plan |
| • ING Americas Savings Plan & ESOP |
| • The 401(k) Plan for ILIAC Agents |
| • ING Investment Management LLC 401(k) Profit Sharing Plan |
| Fund Type | Fund | Rate |
| IPI Portfolios | ING American Century Small-Mid Cap Value Portfolio | % |
| Am Funds | ING American Funds World Allocation Portfolio (Effective 9/1/13 rate will be 0.00%) | % |
| IIT Portfolios | ING Artio Foreign Portfolio (merged into ING Xxxxxxxxx Foreign Equity Portfolio on 7/21/12) | % |
| IPI Portfolios | ING Baron Growth Portfolio | % |
| IIT Portfolios | ING Blackrock Health Sciences Opportunities Portfolio | % |
| IIT Portfolios | ING BlackRock Inflation Protected Bond Portfolio | % |
| IIT Portfolios | ING BlackRock Large Cap Growth Portfolio | % |
| IIT Portfolios | ING BlackRock Large Cap Value Portfolio (merged into ING X. Xxxx Price Equity Income Portfolio on | % |
| 1/21/11) | ||
| IIT Portfolios | ING Clarion Real Estate Portfolio | % |
| IPI Portfolios | ING Columbia Contrarian Core Portfolio (effective 5/1/13) | % |
| IPI Portfolios | ING Columbia Small Cap Value II Portfolio | % |
| IPI Portfolios | ING Xxxxx New York Venture Portfolio (sub-adviser change to ING Columbia Contrarian Core Portfolio | % |
| on 5/1/13) | ||
| Fund of Funds | ING DFA Global Allocation Portfolio | % |
| Fidelity Feeder | ING Fidelity VIP Contrafund Portfolio | % |
| Fidelity Feeder | ING Fidelity VIP Equity-Income Portfolio | % |
| Fidelity Feeder | ING Fidelity VIP Mid Cap Portfolio | % |
| IIT Portfolios | ING FMR Diversified Mid Cap Portfolio | % |
| IIT Portfolios | ING Franklin Income Portfolio | % |
| IIT Portfolios | ING Franklin Mutual Shares Portfolio | % |
| IIM Fixed | ING Global Bond Portfolio | % |
| IIM Equity/Balanced | ING Global Resources Portfolio | % |
| IIT Portfolios | ING Xxxxxxx Xxxxx Commodity Strategy Portfolio (Adviser changed to IIL from DSL on 1/1/13) | % |
| Fund of Funds | ING Index Solution Portfolios | % |
| IPI Portfolios | ING Invesco Xxxxxxxx Portfolio | % |
| IPI Portfolios | ING Invesco Equity and Income Portfolio | % |
| IIT Portfolios | ING Invesco Growth and Income Portfolio | % |
| IIT Portfolios | ING Janus Contrarian Portfolio (sub-adviser change to ING Growth and Income Portfolio on 7/21/11) | % |
| IIT Portfolios | ING JPMorgan Emerging Markets Equity Portfolio | % |
| IPI Portfolios | ING JPMorgan Mid Cap Value Portfolio | % |
| IIT Portfolios | ING JPMorgan Small Cap Core Equity Portfolio | % |
| IIM Equity/Balanced | ING Large Cap Growth Portfolio | % |
| IIM Equity/Balanced | ING Large Cap Value Portfolio | % |
| IPI Portfolios | ING LeggMason Aggressive Growth Portfolio (merged into ING Large Cap Growth Portfolio on 1/21/11) | % |
| IIM Fixed | ING Limited Maturity Bond Portfolio | % |
| IIM Fixed | ING Liquid Assets Portfolio | % |
| IIT Portfolios | ING Xxxx-Xxxxxx Growth and Income Portfolio (merged into ING Large Cap Value Portfolio on 1/21/11) | % |
| IIT Portfolios | ING Xxxxxxx Growth Portfolio | % |
| IIT Portfolios | ING Xxxxxxx International Opportunities Portfolio (sub-adviser change to ING X. Xxxx Price International | % |
| Stock Portfolio on 1/21/11) | ||
| IIT Portfolios | ING MFS Total Return Portfolio | % |
| IIT Portfolios | ING MFS Utilities Portfolio | % |
| IIT Portfolios | ING Xxxxxx Xxxxxxx Global Franchise Portfolio | % |
| Schedule A (Cont.) | ||
| Fund Type | Fund | Rate |
| IIT Portfolios | ING Xxxxxx Xxxxxxx Global Tactical Asset Allocation Portfolio (merged into ING Anerican Funds | % |
| World Allocation Portfolio on 1/21/11) | ||
| IIT Portfolios | ING Multi-Manager Large Cap Core Portfolio (effective 5/1/13) | % |
| IPI Portfolios | ING Xxxxxxxxxxx Global Portfolio | % |
| IPI Portfolios | ING Xxxxxxxxxxx Global Strategic Income Portfolio (sub-adviser change to ING Global Bond | % |
| Portfolio on 1/21/11) | ||
| IIT Portfolios | ING PIMCO High Yield Portfolio | % |
| IIT Portfolios | ING PIMCO Total Return Bond Portfolio | |
| IPI Portfolios | ING PIMCO Total Return Portfolio | % |
| IIT Portfolios | ING Pioneer Equity Income Portfolio (sub-adviser change to ING Large Cap Value Portfolio on | % |
| 1/21/11) | ||
| IIT Portfolios | ING Pioneer Fund Portfolio (sub-adviser change to ING Multi-Manager Large Cap Core Portfolio on | % |
| 5/1/13) | ||
| IPI Portfolios | ING Pioneer High Yield Portfolio | % |
| IIT Portfolios | ING Pioneer Mid Cap Value Portfolio (merged into ING Large Cap Value Portfolio on 9/7/13) | % |
| Funds of Funds | ING Retirement Portfolios (Effective 1/1/14) | % |
| Fund of Funds | ING Solution Portfolios | % |
| IIT Portfolios | ING X. Xxxx Price Capital Appreciation Portfolio | % |
| IPI Portfolios | ING X. Xxxx Price Diversified Mid Cap Growth Portfolio | % |
| IIT Portfolios | ING X. Xxxx Price Equity Income Portfolio | % |
| IPI Portfolios | ING X. Xxxx Price Growth Equity Portfolio | % |
| IIT Portfolios | ING X. Xxxx Price International Stock Portfolio (effective 1/21/11) | % |
| IPI Portfolios | ING Xxxxxxxxx Foreign Equity Portfolio | % |
| IIT Portfolios | ING Xxxxxxxxx Global Growth Portfolio | % |
| IPI Portfolios | ING Xxxxxxxxx Value Portfolio (merged into ING Growth and Income Portfolio on 3/23/13) | % |
| IIM Equity/Balanced | ING U.S. Stock Index Portfolio | % |
| IPI Portfolios | ING UBS U.S. Large Cap Equity Portfolio (merged into ING Growth and Income Portfolio on | % |
| 3/23/13) | ||
