TO SELLING AND SERVICES AGREEMENT

Exhibit 24(b)(8.97)
SECOND AMENDMENT

TO SELLING AND SERVICES AGREEMENT

            This Second Amendment dated August 5, 2 009 is made to Selling And Services Agreement  (Amendment)  between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“ILIAC”), ING Institutional Plan Services, LLP (“ING Institutional”), ING Financial Advisers, LLC (formerly Aetna Investment Services, Inc.) (“ING Financial”) (collectively “ING”,  “You” or “Your”), and Xxxx Xxxxx Investor Services, LLC (“Distributor”, “LMIS”, “We” or “Us”) collectively  (the “Parties”).

WHEREAS, ING Institutional is a limited liability company that provides various recordkeeping and other administrative services to certain Plans; and

            WHEREAS, Xxxx Xxxxx Xxxx Xxxxxx Incorporated (“LMWW”) ILIAC and ING Financial  entered into a  Selling and Services Agreement dated as of February 1, 2001, and LMWW, ILIAC and ING Financial entered into an Amendment to Schedule “A” to Selling and Services Agreement dated as of  December 31, 2004 (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; 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 ILIAC in the Agreement are hereby amended to refer to both ILIAC and ING Institutional.  The defined term “ING” (formerly Aetna) in the Agreement is hereby amended to include ILIAC, ING Institutional, and ING Financial.

2. Assignment to LMIS.

ILIAC and ING Financial 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 ING 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.        Redemption Fees.

To the extent ING has the systematic capability to administer redemption fees, ING agrees to use best efforts to enforce redemption fees as required by the applicable Prospectus.

4.      Authorization, Services and Duties.

            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.

5.      Disclosure. 

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

be made disclosure of such payments as required by applicable law.

6.       Suitability. 

                       You agree that it is Your responsibility to evaluate and determine that any plan level transaction in fund shares (including a transaction in a specific class of fund shares) is a suitable plan level transaction for each client based on client’s objectives and risk profile, to the extent required by law.

7.      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.

            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.

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You have systems and procedures reasonably designed and implemented to identify market timing/frequent trading patterns.  When market timing is identified by Us or You, You will block the accounts of identified market timers, either under Your procedures or at the Distributors request, 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.      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 jurisductions.  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. 

            12.       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 ILIAC 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 ILIAC and ING Institutional shall provide such recordkeeping and administrative services.  ILIAC 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. 

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13.       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, ILIAC, ING Institutional, or the Nominee and shall not be the responsibility of Distributor.  The Nominee will be 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 (attached), based on the average net assets invested in the Funds through ILIAC’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 ILIAC or ING Institutional with a statement showing the aggregate value of ILIAC’s or ING Institutional’s accounts for the preceding quarter and include therewith a payment to ILIAC or ING Institutional for the compensation due ILIAC or ING Institutional in accordance with this paragraph.  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 by this paragraph 4 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.

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 ILIAC’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. 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 by this paragraph 5 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.

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            14.       The following is added as Section 12(d) to the Agreement:

(d) 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.

            15.       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 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 ILIAC/ING Financial/ING Institutional:

                                    Xxxxxxx Xxxxxxxxxx

                                    Counsel

                                    ING Americas Legal Services               

                                    Xxx Xxxxxx Xxx, X0X

                                    Xxxxxxx, XX  00000

                                    Fax: 000-000-0000

                        To Distributor:

                        Xxxx Xxxxx Investor Services LLC

000 Xxxxxxxx Xxxxx, 0^xx Xxxxx

Xxxxxxxx, XX 00000

                        Attention: Business Development

Fax         : 000-000-0000

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Any notice, demand or other communication given in a manner prescribed in this Subsection (b) shall be deemed to have been delivered on receipt.

            16.     Schedule A to the Agreement is hereby deleted and replaced by Schedule A, attached hereto.  Additional Funds may be included or removed from Schedule A by written notice from LMIS to ING.

17.       Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect.

            18.       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.

IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

ING LIFE INSURANCE AND ANNUITY COMPANY By: /s/ Xxxx X. Xxxxxxx Name: Xxxx X. Xxxxxxx Title: Vice President	XXXX XXXXX INVESTOR SERVICES, LLC. By: /s/ Xxxxxxxx Xxxxxx Name: Title:
ING Financial ADvisers, LLC By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: COO/VP
ING INSTITUTIONAL PLAN SERVICES, LLC By: /s/ Xxxxxxxx Xxxxxxxxx attorney in fact Name: Xxxxxxxx Xxxxxxxxx Title: Vice President

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Schedule A 

€Xxxx Xxxxx Partners 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 Partners 130/30 U.S. Large Cap Equity Fund		A		LMUAX						00000X000
Xxxx Xxxxx Partners Adjustable Rate Income Fund		A		ARMZX						00000X000
Xxxx Xxxxx Partners Aggressive Growth Fund		A		SHRAX						00000X000
Xxxx Xxxxx Partners All Cap Fund		A		SPAAX						00000X000
Xxxx Xxxxx Partners Appreciation Fund		A		SHAPX						00000X000
Xxxx Xxxxx Partners Capital and Income Fund		A		SOPAX						00000X000
Xxxx Xxxxx Partners Capital Fund		A		SCCAX						524694106
Xxxx Xxxxx Partners Convertible Fund		A		SCRAX						00000X000
Xxxx Xxxxx Partners Core Bond Fund		A		TRBAX						00000X000
Xxxx Xxxxx Partners Core Plus Bond Fund		A		SHMGX						00000X000
Xxxx Xxxxx Partners Corporate Bond Fund		A		SIGAX						00000X000
Xxxx Xxxxx Partners Diversified Large Cap Growth Fund		A		CFLGX						00000X000
Xxxx Xxxxx Partners Dividend Strategy Fund		A		GROAX						00000X000
Xxxx Xxxxx Partners Emerging Markets Equity Fund		A		SMKAX						00000X000
Xxxx Xxxxx Partners Equity Fund, Inc		A		LMQAX						524695202
Xxxx Xxxxx Partners Equity Income Builder Fund		A		LMOAX						00000X000
Xxxx Xxxxx Partners Financial Services Fund		A		SBFAX						00000X000
Xxxx Xxxxx Partners Fundamental Value Fund		A		SHFVX						00000X000
Xxxx Xxxxx Partners Global Equity Fund		A		CFIPX						00000X000
Xxxx Xxxxx Partners Global High Yield Bond Fund		A		SAHYX						00000X000
Xxxx Xxxxx Partners Global Inflation Management Fund		A		SBGLX						00000X000
Xxxx Xxxxx Partners Government Securities Fund		A		SGVAX						00000X000
Xxxx Xxxxx Partners High Income Fund		A		SHIAX						00000X000
Xxxx Xxxxx Partners International All Cap Opportunity Fund		A		SBIEX						00000X000
Xxxx Xxxxx Partners Investors Value Fund		A		SINAX						00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund		A		SBLGX						00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund		A		SBMAX						00000X000
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund		A		LPTAX						00000X000
Xxxx Xxxxx Partners Short-Term Bond Fund		A		SBSTX						00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund		A		SASMX						00000X000
Xxxx Xxxxx Partners Small Cap Value Fund		A		SBVAX						00000X000
Xxxx Xxxxx Partners Social Awareness Fund		A		SSIAX						00000X000
Xxxx Xxxxx Partners Strategic Income Fund		A		SDSAX						00000X000
€Xxxx Xxxxx Partners 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 Partners Target Retirement Fund		A		LMPAX						00000X000
Xxxx Xxxxx Partners Target Retirement 2050 Fund		A		LMJAX						00000X000
Xxxx Xxxxx Partners Target Retirement 2045 Fund		A		LMKAX						00000X000
Xxxx Xxxxx Partners Target Retirement 2040 Fund		A		LMYAX						00000X000
Xxxx Xxxxx Partners Target Retirement 2035 Fund		A		LMNAX						00000X000
Xxxx Xxxxx Partners Target Retirement 2030 Fund		A		LMVAX						00000X000
Xxxx Xxxxx Partners Target Retirement 2025 Fund		A		LMXAX						00000X000
Xxxx Xxxxx Partners Target Retirement 2020 Fund		A		LMWAX						00000X000
Xxxx Xxxxx Partners Target Retirement 2015 Fund		A		LMFAX						00000X000
€Xxxx Xxxxx Partners 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 Partners Lifestyle Allocation 30%		A		SBCPX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 50%		A		SBBAX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 70%		A		SCGRX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 85%		A		SCHAX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 100%		A		LMLAX						00000X000
Xxxx Xxxxx Partners Lifestyle Income Fund		A		SCAAX						00000X000
Xxxx Xxxxx Partners 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 Partners S&P 500 Index Fund		A		SBSPX						00000X000
Xxxx Xxxxx Partners 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		LWEXC						00000X000
Xxxx Xxxxx Partners 130/30 U.S. Large Cap Equity Fund		C		LMUCX						00000X000
Xxxx Xxxxx Partners Adjustable Rate Income Fund		C		ARMGX						00000X000
Xxxx Xxxxx Partners Aggressive Growth Fund		C		SAGCX						00000X000
Xxxx Xxxxx Partners All Cap Fund		C		SPBLX						00000X000
Xxxx Xxxxx Partners Appreciation Fund		C		SAPCX						00000X000
Xxxx Xxxxx Partners Capital and Income Fund		C		SBPLX						00000X000
Xxxx Xxxxx Partners Capital Fund		C		SCCCX						524694304
Xxxx Xxxxx Partners 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 Partners Convertible Fund		C		SMCLX						00000X000
Xxxx Xxxxx Partners Core Bond Fund		C		SBTLX						00000X000
Xxxx Xxxxx Partners Core Plus Bond Fund		C		SMGLX						00000X000
Xxxx Xxxxx Partners Corporate Bond Fund		C		SBILX						00000X000
Xxxx Xxxxx Partners Diversified Large Cap Growth Fund		C		SMDLX						00000X000
Xxxx Xxxxx Partners Dividend Strategy Fund		C		SCPLX						00000X000
Xxxx Xxxxx Partners Emerging Markets Equity Fund		C		SBKCX						00000X000
Xxxx Xxxxx Partners Equity Fund, Inc		C		LMQCX						524695400
Xxxx Xxxxx Partners Equity Income Builder Fund		C		LMOCX						00000X000
Xxxx Xxxxx Partners Financial Services Fund		C		SFSLX						00000X000
Xxxx Xxxxx Partners Fundamental Value Fund		C		SFVCX						00000X000
Xxxx Xxxxx Partners Global Equity Fund		C		SILLX						00000X000
Xxxx Xxxxx Partners Global High Yield Bond Fund		C		SHYCX						00000X000
Xxxx Xxxxx Partners Global Inflation Management Fund		C		SBUFX						00000X000
Xxxx Xxxxx Partners Government Securities Fund		C		SGSLX						00000X000
Xxxx Xxxxx Partners High Income Fund		C		SHICX						00000X000
Xxxx Xxxxx Partners International All Cap Opportunity Fund		C		SBICX						00000X000
Xxxx Xxxxx Partners Investors Value Fund		C		SINOX						00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund		C		SLCCX						00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund		C		SBMLX						00000X000
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund		C		LPTCX						00000X000
Xxxx Xxxxx Partners Short-Term Bond Fund		C		SSTLX						00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund		C		SCSMX						00000X000
Xxxx Xxxxx Partners Small Cap Value Fund		C		SBVLX						00000X000
Xxxx Xxxxx Partners Social Awareness Fund		C		SESLX						00000X000
Xxxx Xxxxx Partners Strategic Income Fund		C		SDSIX						00000X000
Xxxx Xxxxx Partners 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 Partners Target Retirement Fund		C		LMRCX						00000X000
Xxxx Xxxxx Partners Target Retirement 2050 Fund		C		LMJCX						00000X000
Xxxx Xxxxx Partners Target Retirement 2045 Fund		C		LMKCX						00000X000
Xxxx Xxxxx Partners Target Retirement 2040 Fund		C		LMHCX						00000X000
Xxxx Xxxxx Partners Target Retirement 2035 Fund		C		LMTCX						00000X000
Xxxx Xxxxx Partners Target Retirement 2030 Fund		C		LMVCX						00000X000
Xxxx Xxxxx Partners 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 Partners Target Retirement 2025 Fund		C		LMXCX						00000X000
Xxxx Xxxxx Partners Target Retirement 2020 Fund		C		LMWCX						00000X000
Xxxx Xxxxx Partners Target Retirement 2015 Fund		C		LMFCX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 30%		C		SBCLX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 50%		C		SCBCX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 70%		C		SCGCX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 85%		C		SCHCX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 100%		C		LMYCX						00000X000
Xxxx Xxxxx Partners Lifestyle Income Fund		C		SCILX						00000X000
Xxxx Xxxxx Partners Institutional Class I – Funds with annual compensation on assets comprised of recordkeeping fees of __ bps.
Fund Name		Class		Ticker						CUSIP
Xxxx Xxxxx Partners 130/30 U.S. Large Cap Equity Fund		I		LMUIX						00000X000
Xxxx Xxxxx Partners U.S. Large Cap Equity Fund		I		LMTIX						00000X000
Xxxx Xxxxx Partners Institutional 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 Global High Yield Bond Portfolio		I		SIHYX						00000X000
Western Asset Emerging Markets Debt Portfolio		I		SEMDX						00000X000
Xxxx Xxxxx Partners Adjustable Rate Income Fund		I		SBAYX						00000X000
Xxxx Xxxxx Partners Aggressive Growth Fund		I		SAGYX						00000X000
Xxxx Xxxxx Partners All Cap Fund		I		LACIX						00000X000
Xxxx Xxxxx Partners Appreciation Fund		I		SAPYX						00000X000
Xxxx Xxxxx Partners Capital and Income Fund		I		SOPYX						00000X000
Xxxx Xxxxx Partners Capital Fund		I		SACPX						524694403
Xxxx Xxxxx Partners Convertible Fund		I		SCVYX						00000X000
+Xxxx Xxxxx Partners Core Plus Bond Fund		I		SMGYX						00000X000
Xxxx Xxxxx Partners Corporate Bond Fund		I		SIGYX						00000X000
Xxxx Xxxxx Partners Diversified Large Cap Growth Fund		I		LADIX						00000X000
Xxxx Xxxxx Partners Dividend Strategy Fund		I		LMBIX						00000X000
Xxxx Xxxxx Partners Emerging Markets Equity Fund		I		SBEYX						00000X000
Xxxx Xxxxx Partners Equity Fund		I		LMQIX						524695509
Xxxx Xxxxx Partners Equity Income Builder Fund		I		LMIOX						00000X000
Xxxx Xxxxx Partners Financial Services Fund		I		TBD						00000X000
Xxxx Xxxxx Partners Fundamental Value Fund		I		SFVYX						00000X000
Xxxx Xxxxx Partners Global Equity Fund		I		SMYIX						00000X000
+Xxxx Xxxxx Partners Global High Yield Bond Fund		I		SHYOX						00000X000
Xxxx Xxxxx Partners Institutional 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.
Xxxx Xxxxx Partners Government Securities Fund		I		SGSYX						00000X000
+Xxxx Xxxxx Partners High Income Fund		I		SHIYX						00000X000
Xxxx Xxxxx Partners International All Cap Opportunity Fund		I		SBIYX						00000X000
Xxxx Xxxxx Partners Investors Value Fund		I		SAIFX						00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund		I		SBLYX						00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund		I		SMBYX						00000X000
Xxxx Xxxxx Xxxxxx Tactical Allocation Fund		I		LPTIX						00000X000
+Xxxx Xxxxx Partners Short-Term Bond Fund		I		SBSYX						00000X000
Xxxx Xxxxx Partners Small Cap Growth Fund		I		SBPYX						00000X000
Xxxx Xxxxx Partners Small Cap Value Fund		I		SMCYX						00000X000
Xxxx Xxxxx Partners Social Awareness Fund		I		LMRNX						00000X000
Xxxx Xxxxx Partners Strategic Income Fund		I		SDSYX						00000X000
Xxxx Xxxxx Partners Institutional 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 Partners Target Retirement Fund		I		LMIMX						00000X000
Xxxx Xxxxx Partners Target Retirement 2050 Fund		I		LMJIX						00000X000
Xxxx Xxxxx Partners Target Retirement 2045 Fund		I		LMKIX						00000X000
Xxxx Xxxxx Partners Target Retirement 2040 Fund		I		LMNRX						00000X000
Xxxx Xxxxx Partners Target Retirement 2035 Fund		I		LMNIX						00000X000
Xxxx Xxxxx Partners Target Retirement 2030 Fund		I		LMVIX						00000X000
Xxxx Xxxxx Partners Target Retirement 2025 Fund		I		LMXIX						00000X000
Xxxx Xxxxx Partners Target Retirement 2020 Fund		I		LMWIX						00000X000
Xxxx Xxxxx Partners Target Retirement 2015 Fund		I		LMFIX						00000X000
Xxxx Xxxxx Partners Institutional Class I – Funds with annual compensation on assets comprised of recordkeeping fees of __ bps.
Fund Name		Class		Ticker						CUSIP
Xxxx Xxxxx Partners Lifestyle Allocation 30%		I		LMGIX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 50%		I		LMEIX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 70%		I		TBD						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 85%		I		LANIX						00000X000
Xxxx Xxxxx Partners Lifestyle Allocation 100%		I		LMYIX						00000X000
Xxxx Xxxxx Partners Lifestyle Income Fund		I		TBD						00000X000
Xxxx Xxxxx Partners 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 Partners 130/30 U.S. Large Cap Equity Fund		R		LMURX						00000X000
Xxxx Xxxxx Partners Aggressive Growth Fund, Inc		R		LMPRX						00000X000
Xxxx Xxxxx Partners Appreciation Fund, Inc		R		LMPPX						00000X000
Xxxx Xxxxx Partners Capital & Income Fund		R		LMMRX						00000X000
Xxxx Xxxxx Partners Core Bond Fund		R		LMPTX						00000X000
Xxxx Xxxxx Partners Core Plus Bond Fund		R		LMPCX						00000X000
@ Xxxx Xxxxx Partners Emerging Markets Equity Fund		R		XXX						XXX
Xxxx Xxxxx Partners Equity Income Builder Fund		R		LMROX						00000X000
Xxxx Xxxxx Partners Large Cap Growth Fund		R		LMPLX						00000X000
Xxxx Xxxxx Partners Mid Cap Core Fund		R		LMREX						00000X000
@ Xxxx Xxxxx Xxxxxx Tactical Allocation Fund		R		XXX						XXX
Xxxx Xxxxx Partners Small Cap Growth Fund		R		LMPOX						00000X000
Xxxx Xxxxx Partners Target Retirement Fund		R		LMERX						00000X000
Xxxx Xxxxx Partners Target Retirement 2050 Fund		R		LMJRX						00000X000
Xxxx Xxxxx Partners Target Retirement 2045 Fund		R		LMKRX						00000X000
Xxxx Xxxxx Partners Target Retirement 2040 Fund		R		LMYRX						00000X000
Xxxx Xxxxx Partners Target Retirement 2035 Fund		R		LMRRX						00000X000
Xxxx Xxxxx Partners Target Retirement 2030 Fund		R		LMQRX						00000X000
Xxxx Xxxxx Partners Target Retirement 2025 Fund		R		LMXRX						00000X000
Xxxx Xxxxx Partners Target Retirement 2020 Fund		R		LMWRX						00000X000
Xxxx Xxxxx Partners Target Retirement 2015 Fund		R		LMFRX						00000X000
Xxxx Xxxxx Partners Class IS – No compensation may be paid. This is a no -12b1 share class with no recordkeeping fees or revenue share.
Fund Name		Class		Ticker						CUSIP
@ X Western Asset Emerging Markets Debt Portfolio		IS		LWISX						00000X000
X Xxxx Xxxxx Partners Aggressive Growth Fund		IS		LSIFX						00000X000
X Xxxx Xxxxx Partners Appreciation Fund		IS		LMESX						00000X000
X Xxxx Xxxxx Partners Capital Fund		IS		LMFLX						524694601
X Xxxx Xxxxx Partners Equity Income Builder Fund		IS		LMSOX						00000X000
X Xxxx Xxxxx Partners Fundamental Value Fund		IS		LSISX						00000X000
X Xxxx Xxxxx Partners International All Cap Opportunity Fund		IS		LSIUX						00000X000
X Xxxx Xxxxx Partners Investors Value Fund		IS		LMLSX						00000X000
@X Xxxx Xxxxx Partners Large Cap Growth Fund		IS		LSITX						00000X000
X Xxxx Xxxxx Partners Mid Cap Core Fund		IS		LSIRX						00000X000
X Xxxx Xxxxx Xxxxxx Tactical Allocation Fund		IS		LPTSX						00000X000
Xxxx Xxxxx Partners Class IS – No compensation may be paid. This is a no -12b1 share class with no recordkeeping fees or revenue share.
Fund Name		Class		Ticker						CUSIP
X Xxxx Xxxxx Partners Small Cap Growth Fund		IS		LMOIX						00000X000
X Xxxx Xxxxx Partners Target Retirement Fund		IS		LMRSX						00000X000
X Xxxx Xxxxx Partners Target Retirement 2050 Fund		IS		LMJSX						00000X000
X Xxxx Xxxxx Partners Target Retirement 2045 Fund		IS		LMKSX						00000X000
X Xxxx Xxxxx Partners Target Retirement 2040 Fund		IS		LMYSX						00000X000
X Xxxx Xxxxx Partners Target Retirement 2035 Fund		IS		LMSSX						00000X000
X Xxxx Xxxxx Partners Target Retirement 2030 Fund		IS		LMVSX						00000X000
X Xxxx Xxxxx Partners Target Retirement 2025 Fund		IS		LMXSX						00000X000
X Xxxx Xxxxx Partners Target Retirement 2020 Fund		IS		LMWSX						00000X000
X Xxxx Xxxxx Partners Target Retirement 2015 Fund		IS		LMFSX						00000X000
X Xxxx Xxxxx Partners U.S. Large Cap Equity Fund		IS		LMISX						00000X000
! Xxxx Xxxxx Partners 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 Exchange A		Exchange A						LMTXX		00000X000
Western Asset Government Money Market Fund Exchange A		Exchange A						LMKXX		00000X000
Western Asset Municipal Money Market Fund Exchange A		Exchange A						LMUXX		00000X000
Xxxx Xxxxx Partners Class P – 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
14 % Xxxx Xxxxx Partners Corporate Bond Fund		P			LCBPX					00000X000
€Xxxx Xxxxx Class A – Funds with annual compensation on assets comprised of 12b-1 (as 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 Xxxx Ldg Cos Trust		A				LGAAX			00000X000
Xxxx Xxxxx Classic Valuation Fund		A				LMCAX			00000X000
^Xxxx Xxxxx Emerging Markets Trust		A				LMRAX			00000X000
Xxxx Xxxxx Growth Trust		A				LGGAX			00000X000
Xxxx Xxxxx Opportunity Trust		A				LGOAX			00000X000
Xxxx Xxxxx Special Investment Trust		A				LMSAX			524904505
Xxxx Xxxxx Value Trust		A				LGVAX			524659505
Xxxx Xxxxx US Small-Cap Value Trust		A				LMZAX			524926201
€Xxxx Xxxxx Class A – Funds with annual compensation on assets comprised of 12b-1 (as 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.
^Xxxx Xxxxx International Equity Trust		A				LMEAX			00000X000
Xxxx Xxxxx Class C – For plans sold on or after the date of this amendment: Funds with annual compensation on assets comprised of 12b-1 (as 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. For plans sold prior to the date of this amendment: Funds with annual compensation on assets comprised of 12b-1 (as per the then current prospectus) and recordkeeping fees of __bps.
Fund Name		Class				Ticker			CUSIP
Xxxx Xxxxx Xxxx Ldg Cos Trust		C				LMALX			00000X000
^Xxxx Xxxxx Emerging Markets Trust		C				LMEMX			00000X000
Xxxx Xxxxx Growth Trust		C				LMGTX			00000X000
Xxxx Xxxxx Class C – For plans sold on or after the date of this amendment: Funds with annual compensation on assets comprised of 12b-1 (as 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. For plans sold prior to the date of this amendment: Funds with annual compensation on assets comprised of 12b-1 (as per the then current prospectus) and recordkeeping fees of __bps.
Fund Name		Class				Ticker			CUSIP
^Xxxx Xxxxx International Equity Trust		C				LMGEX			00000X000
Xxxx Xxxxx Opportunity Trust		C				LMOPX			00000X000
Xxxx Xxxxx Special Investment Trust		C				LMASX			524904109
Xxxx Xxxxx Value Trust		C				LMVTX			524659109
Xxxx Xxxxx US Small-Cap Value Trust		C				LMSVX			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 Xxxx Ldg Cos Trust		FI				LGALX			00000X000
^Xxxx Xxxxx Emerging Markets Trust		FI				LGFMX			00000X000
^Global Opportunities Bond Fund		FI				GOBFX			00000X000
Xxxx Xxxxx Growth Trust		FI				LMGFX			00000X000
^Xxxx Xxxxx International Equity Trust		FI				LGFEX			00000X000
Xxxx Xxxxx Opportunity Trust		FI				LMOFX			00000X000
Xxxx Xxxxx Special Investment Trust		FI				LGASX			524904307
Xxxx Xxxxx Value Trust		FI				LMVFX			524659307
Xxxx Xxxxx Class I – Funds with annual recordkeeping compensation on assets of __ bps.
Fund Name			Class	Ticker					CUSIP
Xxxx Xxxxx Xxxx Ldg Cos Trust			I	LGAMX					00000X000
Xxxx Xxxxx Classic Valuation Fund			I	LMCIX					00000X000
Xxxx Xxxxx Class I – Funds with annual recordkeeping compensation on assets of __ bps.
Fund Name			Class	Ticker					CUSIP
^Xxxx Xxxxx Emerging Markets Trust			I	LGEMX					00000X000
@ Xxxx Xxxxx Global Income Trust			I	XXX					XXX
^Global Opportunities Bond Fund			I	GOBIX					00000X000
Xxxx Xxxxx Growth Trust			I	LMGNX					00000X000
^Xxxx Xxxxx International Equity Trust			I	LGIEX					00000X000
Xxxx Xxxxx Investment Grade Income Portfolio			I	LIGIX					524905601
Xxxx Xxxxx Limited Duration Bond Portfolio			I	LMLIX					524905502
Xxxx Xxxxx Opportunity Trust			I	LMNOX					00000X000
Xxxx Xxxxx Special Investment Trust			I	LMNSX					524904208
Xxxx Xxxxx Value Trust			I	LMNVX					524659208
Xxxx Xxxxx US Small-Cap Value Trust			I	LUSIX					00000X000
^Batterymarch U.S. Small Cap Equity Portfolio			I	LMSIX					502082811
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 Growth Trust		R		LMGRX					00000X000
^Xxxx Xxxxx International Equity Trust		R		LMIRX					00000X000
Xxxx Xxxxx Opportunity Trust		R		LMORX					00000X000
Xxxx Xxxxx Special Investment Trust		R		LMARX					524604406
Xxxx Xxxxx Value Trust		R		LMVRX					524659406
Xxxx Xxxxx Class IS – No compensation may be paid. This is a no-12b1 share class with no recordkeeping fees or revenue share.
Fund Name		Class		Ticker					CUSIP
X ^Xxxx Xxxxx International Equity Trust		IS		LIESX					00000X000
X ^Xxxx Xxxxx Emerging Markets Trust		IS		LMGSX					00000X000
X ^Global Opportunities Bond Fund		IS		GOBIX					00000X000
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
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 Intermediate Plus Bond Portfolio		FI		TBD					957663818
@ 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 recordkeeping compensation on assets 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 Intermediate Plus Bond Portfolio	I			WAIPX					957663826
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
Western Asset Class IS –  No compensation may be paid. This is a no-12b1 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 Intermediate Plus Bond Portfolio	IS			WAISX					957663594
X WA Limited Duration Bond Portfolio	IS			WALSX					957663586
@X WA Non-US Opportunity Bond Portfolio	IS			WAOSX					957663560
!: Exchangeability and rights of accumulation between LMP/LM/WA Funds of the same share class TBD
^ Funds with redemption fees
+ Available to existing investors only.
X Class IS shares may be purchased only by Retirement Plans with omnibus accounts held on the books of the fund and Institutional Investors. In order to purchase Class IS shares, an investor must hold its shares in one account with the fund, which account is not subject to payment of recordkeeping or similar fees by the fund to any intermediary, and must make an initial purchase of at least $1 million. “Institutional Investors” generally include corporations, banks, trust companies, insurance companies, investment companies, foundations, endowments, defined benefit plans and other similar entities with direct relationships to the fund and 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.
* Funds with an exchange differential when exchanged for a Load fund.
@: Currently unavailable for purchase because the fund is not operationally set up. Please contact the Distributor in advance to discuss when the share class or fund may be available for sale The Distributor will then consider whether or not to make the requested share class or fund available for sale and may decline to do so in its sole discretion
14: Effective on or about July 10, 2009
% Not exchangeable. Only existing investors can continue to invest
€: 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.

7