TO SELLING AND SERVICES AGREEMENT
Exhibit 24(b)(8.42) SEVENTH AMENDMENT | |||
TO SELLING AND SERVICES AGREEMENT | |||
This Seventh Amendment dated as of September 30, 2009 by and between ING Life Insurance and | |||
Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“ING Life”), ING Institutional | |||
Plan Services, LLC (“ING Institutional”), ING Financial Advisers, LLC (formerly Aetna Investment | |||
Services, Inc.)(“ING Financial”)(collectively “ING”), and each of the investment companies comprising the | |||
Lord Xxxxxx Family of Funds, whether existing at the date of this Amendment or established subsequent | |||
thereto, including each separate investment portfolio (each a “Fund” and collectively, the “Funds”), Lord | |||
Xxxxxx Distributor LLC (the “Distributor”), and Lord, Xxxxxx & Co. LLC, (“Adviser”), is made to the | |||
Selling and Services Agreement dated as of March 1, 2001 (the “Agreement”) as amended on July 25, 2002, | |||
September 26, 2003, September 1, 2004, October 1, 2007, August 12, 2008, and August 31, 2008. Terms | |||
defined in the Agreement are used herein as therein defined. | |||
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 | |||
recordkeeping-related administrative services, and the other such omnibus account may | |||
be maintained in connection with Plans for which ING Institutional is providing various | |||
recordkeeping and recordkeeping-related 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. Accounts | |||
shall be separate and distinct from those ING Institutional accounts (both omnibus and | |||
per Plan accounts) covered under the Services Agreement, dated January 1, 2008, by and | |||
between ING Institutional Plan Services, LLC (f/k/a CitiStreet LLC), ING Investment | |||
Advisors, LLC (f/k/a CitiStreet Advisors LLC), Lord Xxxxxx Distributor LLC and the | |||
Funds (the “Legacy Agreement”). 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. | Recordkeeping Fees: The provision of recordkeeping and recordkeeping- | ||
related services to the Plans shall be the responsibility of ING Life and ING Institutional, |
and shall not be the responsibility of Distributor or the Funds. In consideration of the | ||
recordkeeping services and recordkeeping-related services provided by ING under the | ||
Agreement, the Funds agree to pay or cause to be paid an annual fee as specified in | ||
Exhibit A (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. Such | ||
fees shall apply only with respect to the Account or Accounts and not accounts covered | ||
by the Legacy Agreement. Within thirty (30) days after the end of each calendar quarter | ||
the Funds 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 or ING Institutional in accordance with this paragraph. | ||
5. | Service and Distribution Fees. To compensate ING Financial for its | |
servicing of shareholders and distribution of certain Fund shares, Distributor, shall make | ||
quarterly payments to ING Financial, as specified in Exhibit 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. Such fees shall apply only with | ||
respect to the Account or Accounts and not accounts covered by the Legacy Agreement. | ||
Distributor will make such payments to ING Financial within thirty (30) days after the | ||
end of each of January, April, July and October. 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. | ||
Service and distribution fees payable under this Section 5 are derived from payments | ||
made to Distributor under the Funds’ Rule 12b-1 plans (“Plans”). Plans are subject to | ||
termination or discontinuation at any time. Thus, Distributor’s duty to make such | ||
payments is subject to the continuation of the Plans and Distributor’s receipt of Plan | ||
payments from the Funds. Any payments will be made in the amount and manner set | ||
forth in the Prospectus or in the applicable schedule of payments issued by the | ||
Distributor or the Funds and then in effect. Upon notice to ING, the Distributor or the | ||
Funds may change or discontinue any schedule of payments, or issue a new schedule. | ||
4. | 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. | ||
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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 | |
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 the Funds and Distributor: | |
Lord Xxxxxx Distributor LLC | |
00 Xxxxxx Xxxxxx | |
Xxxxxx Xxxx, XX 00000 | |
Attention: General Counsel | |
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. | Exhibit A to the Agreement is hereby deleted and replaced by Exhibit A, attached hereto. |
7. | Except as modified hereby, all other terms and conditions of the Agreement shall remain in |
full force and effect. | |
8. | 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. | |||
ING LIFE INSURANCE AND | THE LORD XXXXXX FAMILY OF FUNDS | ||
ANNUITY COMPANY | |||
By: | /s/ Xxxxxxxx X. Xxxxxx | ||
By: | /s/ Xxxx X. Xxxxxxx | Name: Xxxxxxxx X. Xxxxxx | |
Name: | Xxxx X. Xxxxxxx | Title: Vice President and Secretary | |
Title: Vice President | |||
ING FINANCIAL ADVISERS, LLC | LORD XXXXXX DISTRIBUTOR LLC | ||
By: Lord, Xxxxxx & Co. LLC, its Managing | |||
By: | /s/ Xxxxx Xxxxxx | Member | |
Name: | Xxxxx Xxxxxx | ||
Title: | COO/VP | By: | /s/ Xxxxxxxx X. Xxxxxx |
Name: Xxxxxxxx X. Xxxxxx | |||
Title: Member | |||
ING INSTITUTIONAL PLAN SERVICES, LLC | |||
By: /s/ Xxxxxxxx Xxxxxxxxx Attorney in Fact | |||
Name: | Xxxxxxxx Xxxxxxxxx, Attorney in Fact | ||
Title: Vice President | |||
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Schedule A |
EXHIBIT A |
Series and Classes which may be offered to Plans through ING pursuant to the Selling and Services |
Agreement dated as of March 1, 2001, as amended by Amendment No. 1 to the Selling and Services |
Agreement dated as of July 25, 2002, by Amendment No. 2 to the Selling and Services Agreement dated as |
of September 26th, 2003, by Amendment No. 3 to the Selling and Services Agreement effective as of |
September 1, 2004, by Amendment to Agreement effective as of October 1, 2007, Amendment No. 5 to the |
Selling and Services Agreement effective as of August 12, 2008, Amendment No. 6 to the Selling and |
Services Agreement effective as of August 31, 2008 (“Selling and Services Agreement”). |
The term “Fund” or collectively “Funds” as used generally in the Selling and Services Agreement, unless |
otherwise defined, means each of the investment companies comprising the Lord Xxxxxx Family of Funds, |
including each separate investment portfolio, whether existing at the date of the Selling and Services |
Agreement or established subsequent thereto. |
Share | Administrative | Shareholder | Distribution Fee | Total Fees |
Class | Fee | Services Fee | ||
Class A | ____% of the | ____% of the average | n/a | ____% of the |
average daily net | daily NAV on an | average daily NAV | ||
asset value | annual basis | on an annual basis | ||
(“NAV”) on an | ||||
annual basis | ||||
Class P* | ____% of the | ____% of the average | ____% of the average | ____% of the |
average daily NAV | daily NAV on an | daily NAV on an | average daily NAV | |
on an annual basis | annual basis | annual basis | on an annual basis | |
Class I* | ____% of the | n/a | n/a | ____% of the |
average daily NAV | average daily NAV | |||
on an annual basis | on an annual basis | |||
Class R2 | ____% of the | ____% of the average | ____% of the average | ____% of the |
average daily NAV | daily NAV on an | daily NAV on an | average daily NAV | |
on an annual basis | annual basis | annual basis | on an annual basis | |
Class R3 | ____% of the | ____% of the average | ____% of the average | ____% of the |
average daily NAV | daily net asset value | daily NAV on an | average daily NAV | |
on an annual basis | on an annual basis | annual basis | on an annual basis | |
*Class P shares are closed to new Plans | ||||
*Class I shares of the Funds are available for purchase only with respect to Plans for which the total amount of potential | ||||
investable Plan assets exceeds $________ or another amount set forth in the applicable current Fund Prospectus. |