EX-99 16 ex99b8145allianzpimcofpassa1.htm EXHIBIT 99-B.8.145 ALLIANZ-PIMCO 1ST AMEND TO SSA AND FPA ex99b8145allianzpimcofpassa1.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99-B.8.145

FIRST AMENDMENT TO

SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT
 
 
                     THIS FIRST AMENDMENT to the Selling and Services Agreement and Fund Participation
 Agreement (First Amendment) is made and entered into as of the _31st___ day of
 December, 2003, by and between ING Life Insurance and Annuity Company ("ING
 Life"), ReliaStar Life Insurance Company ("ReliaStar"), ReliaStar Life Insurance Company of New
 York ("ReliaStar New York") (collectively, the "Insurer(s)"), ING Financial Advisers, LLC ("ING
 Financial") (together with Insurers referred to collectively as "ING"), and PIMCO Advisors
 Distributors LLC ("Distributor"). Capitalized terms not otherwise defined herein shall have the
 meaning ascribed to them in the Agreement (defined below).
 
          WHEREAS, ING and the Distributor are parties to a Selling and Services Agreement and Fund
Participation Agreement dated as of March 11, 2003 ("Agreement"); and
 
          WHEREAS, the parties now desire to amend the Agreement to add an additional class
of shares of the Funds to be made available as investment options under the
Agreement; and
 
          WHEREAS, the parties now desire to revise the reimbursement terms as set forth
herein.
 
          NOW, THEREFORE, in consideration of the mutual promises set forth herein, the
parties agree as follows:
 
1. Class A shares shall be referred to as “Class A Shares” and Class R shares shall be
referred to as “Class R Shares” and “shares” which previously meant Class A shares
shall now mean Class A shares and Class R shares collectively.
 
 
2. Section 4 of the Agreement entitled Servicing Fees is deleted and replaced with the following:
 
                 Servicing Fees
 
                                     The provision of shareholder and administrative services to Contract owners or
                 to the Plans shall be the responsibility of ING Financial, Insurers or the Nominee and
                 shall not be the responsibility of Distributor. The Nominee, or Insurers on behalf of
                 their Separate Accounts, will be recognized as the sole shareholders of the 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 to the applicable
                 Insurer a servicing fee based on the annual rate of ____% (_____% quarterly) for Class
                 A shares, and ____% (____% quarterly) for Class R shares on equity funds (the MMS


       Funds) and ____% (_____% quarterly) for Class A and Class R shares on the fixed
       income funds (the PIMS Funds) , in all cases, of the average net assets invested in the
       Funds through the Contracts or through Insurer’s arrangements with Plans in each
       calendar quarter. After the end of each quarter, the Insurer shall invoice the Distributor
       for the applicable portion of the Servicing Fees. Distributor will make such payments to
       Insurer within thirty (30) days after the end of each calendar quarter. If required by a
       Plan or by applicable law, Insurer shall have the right to allocate to a Plan or to
       Participant accounts in a Plan all or a portion of such servicing fees, or to use servicing
       fees it collects from Distributor to offset other fees payable by the Plan to Insurer.
 
 
3.   Section 5 of the Agreement entitled 12b 1 Fees is deleted and replaced with the following:
 
       12b-1 Fees.
 
       (a) Class A Shares Only —
 
       To compensate ING Financial for its distribution of Class A Shares, Distributor shall
       make quarterly payments to ING Financial based on the annual rate of ____% (_____%
       quarterly) of the average net assets invested in Class A shares of the Funds through the
       Contracts or through Insurer’s arrangements with Plans in each calendar quarter.
 
       (b) Class R Shares Only —
 
       To compensate ING Financial for its distribution of Class R Shares, Distributor shall
       make quarterly payments to ING Financial based on the annual rate of ____% (____%
       quarterly) of the average net assets invested in Class R shares of the Funds through the
       Contracts or through Insurer’s arrangements with Plans in each calendar quarter.
 
       (c) Both Class A and Class R Shares
 
       Distributor will make such payments to ING Financial within thirty (30) days after the
       end of each calendar quarter. Upon request, 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
       required by a Plan or by applicable law, ING Financial shall have the right to allocate to
       a Plan or to Participant accounts in a Plan all or a portion of such 12b-1 fees, or to use
       12b-1 fees it collects from Distributor to offset other fees payable by the Plan to ING
       Financial. Payments pursuant to this Section shall only be made by Distributor after
       receipt thereof by Distributor from the applicable Trust pursuant to its 12b-1 Plan.
 
 
3.   Except as modified hereby, all other terms and conditions of the Agreement shall remain in full
    force and effect.
 
4.   This Amendment may be executed in 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 parties hereto have executed and delivered this Amended Agreement as of the
date first above written.        
 
 
ING LIFE INSURANCE AND ANNUITY   PIMCO ADVISORS DISTRIBUTORS LLC
COMPANY        
 
By:   /s/ Laurie M. Tillinghast   By:   /s/ Newton B. Schott, Jr.
Name:   Laurie M. Tillinghast   Name:   Newton B. Schott, Jr.
Title:   Vice President   Title:   Managing Director
Date:   3-26-04   Date:   4-1-04
 
 
RELIASTAR LIFE INSURANCE        
COMPANY        
 
 
By:   /s/ Laurie M. Tillinghast        
Name:   Laurie M. Tillinghast        
Title:   Vice President        
Date:   3-26-04        
 
 
RELIASTAR LIFE INSURANCE        
COMPANY OF NEW YORK        
 
 
By:   /s/ Laurie M. Tillinghast        
Name:   Laurie M. Tillinghast        
Title:   Vice President        
Date:   3-26-04