EX-9 11 ex24b843lordabbettamend8.htm EXHIBIT 24(B)(8.43) AMEND 8 TO LORD ABBETT SSA ex24b843lordabbettamend8.htm - Generated by SEC Publisher for SEC Filing
Exhibit 24(b)(8.43)
EIGHTH AMENDMENT
TO SELLING AND SERVICES AGREEMENT
 
This Eighth Amendment to Selling and Services Agreement (the “Eighth Amendment”) dated as of 
November 30, 2010 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 Abbett Family of Funds, whether existing at the date of this Eighth 
Amendment or established subsequent thereto, including each separate investment portfolio (each a “Fund” and 
collectively, the “Funds”), Lord Abbett Distributor LLC (the “Distributor”), and Lord, Abbett & Co. LLC, 
(“Adviser”), is made to the Selling and Services Agreement dated as of March 1, 2001 as amended on July 25, 2002, 
September 26, 2003, September 1, 2004, October 1, 2007, August 12, 2008, August 31, 2008 and September 30, 2009 
(the “Agreement”). Terms defined in the Agreement are used herein as therein defined. 
 
WHEREAS, the parties desire to terminate the Participation Agreement dated May 1, 1996 (“Participation 
Agreement”) between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity 
Company), Lord Abbett Family of Funds and Lord, Abbett & Co. LLC (as successor to Lord, Abbett & Co.) (“Lord, 
Abbett & Co.”), which provides for certain ING Life Insurance and Annuity Company Separate Accounts to serve as 
an investment vehicle within annuity contracts; and 
 
WHEREAS, the parties desire to replace the Participation Agreement with the Agreement, as further 
amended by the Eighth Amendment; and 
 
WHEREAS, for purposes of this Eighth Amendment, ING Life is an insurance company that issues annuity 
contracts to, and/or provides various recordkeeping and other administrative services to, certain plans under Sections 
401, 403(b), 457 or 408 of the Internal Revenue Code of 1986, as amended (“Tax Code”), certain nonqualified 
deferred compensation arrangements, and custodial accounts under Section 403(b)(7) or 408 of the Tax Code 
(collectively, “Plans”); and 
 
WHEREAS, ING Life has established and may establish in the future separate accounts for all of its annuity 
contracts and funding agreements (the “Separate Accounts”) to serve as an investment vehicle for the Contracts; and 
 
WHEREAS, ING Life will provide various administrative and shareholder services in connection with the 
investment by the Plans in the Funds or in the Contracts; and 
 
WHEREAS, the parties wish to make available the Funds to Contracts issued by ING Life under this 
Agreement;   
 
NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter contained, the 
parties agree as follows: 
 
    1.  The Participation Agreement dated May 1, 1996 (“Participation Agreement”) between ING Life 
Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company), Lord Abbett Family of 
Funds and Lord, Abbett & Co. is hereby terminated. 
 
 2.  The header on page 1 of the Agreement is hereby amended to include the words “AND FUND 
PARTICIPATION AGREEMENT” after the words “SELLING AND SERVICES AGREEMENT.” 

 



3.  All references to Plan Representatives or Participants within said Agreement are hereby amended to 
refer to Contract owners, Plan Representatives or Participants. 
 
4.  The following provision is added to Section 1 of the Agreement entitled “Investment of Plan 
Assets”:     
 
    ING Life represents that each of the Separate Accounts is a separate account under 
  Connecticut Insurance law and that it has registered or will register each of the Separate Accounts 
  (except for such Accounts for which no such registration is required) as a unit investment trust under 
  the Investment Company Act of 1940 (the “1940 Act”), to serve as an investment vehicle for the 
  Contracts. Each Contract provides for the allocation of net amounts received by ING Life to a 
  Separate Account for investment in the shares of one or more specified open-end management 
  investment companies available through that Separate Account as underlying investment media. 
  Selection of a particular investment management company and changes therein from time to time are 
                     made by the Contract owner or Participant, as applicable under a particular Contract.
 
5.  Paragraph 2 of the Agreement is hereby deleted in its entirety and replaced with the following: 
 
  2.  Omnibus Account. 
 
    The parties agree, with respect to each Fund, up to three omnibus accounts may be 
  maintained (“Account” or “Accounts”). For Plan assets directed for investment directly in the Fund, 
  one Account held in the name of the Nominee may be maintained in connection with Plans for 
  which ING Life shall provide various recordkeeping and other administrative services, and a second 
  Account held in the name of the Nominee may be maintained in connection with Plans for which 
  ING Institutional shall provide various recordkeeping and other administrative services. 
  Alternatively, one Account held in the name of the Nominee may be maintained in connection with 
  Plans for which both ING Life and ING Institutional shall provide such recordkeeping and 
  administrative services. An additional Account held in the name of ING Life shall be maintained for 
  those Plan assets directed for investment in the Fund through the Contracts. 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 Abbett 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. ING Institutional, as service agent for 
  Plans, or ING Life, as service agent for Plans or issuer of the Contracts, shall facilitate purchase and 
  sale transactions with respect to the Accounts in accordance with the Agreement. 
 
6.  Subparagraph (a) of Paragraph 3 of the Agreement is hereby deleted in its entirety and replaced with 
the following subparagraph (a): 
 
(a) Distributor will make shares available to be purchased by the Nominee or by ING Life, as 
applicable, on behalf of the Accounts, at the net asset value applicable to each order; provided, however, that 
the Plans or the Separate Accounts meet the criteria for purchasing shares of the Funds at net asset value as 
described in the Funds' prospectuses. Fund shares shall be purchased and redeemed on a net basis for such 
Plans or such Separate Accounts in such quantity and at such time determined by ING or the Nominee to 
correspond with investment instructions received by ING from Contract owners, Plan Representatives or 
 
 
 
 
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Participants, provided, however, that the Funds may refuse to sell shares of any Funds to any person, or 
suspend, or terminate the offering of any shares of Funds if such action is required by law or by regulatory 
authorities having jurisdiction or is, in the sole discretion of the Funds, and consistent with the Funds' 
prospectuses, deemed necessary, desirable, or appropriate. 
 
7.  Subparagraph (c) of Paragraph 3 of the Agreement is deleted in its entirety and placed with the 
following subparagraph (c): 
 
  (c) ING Financial, as agent for the Funds solely for the purposes expressed herein shall 
  receive from Contract owners, Plan Representatives or Participants for acceptance as of the Close of 
  Trading on each Business Day orders for the purchase of shares of the Funds, exchange orders, and 
  redemption requests and redemption directions with respect to shares of the Funds held by the 
  Nominee or by ING Life on behalf of its Separate Accounts (“Instructions”). In addition, ING 
  Financial shall (i) transmit to Distributor such Instructions no later than 9:00 a.m., East Coast time 
  on the next following Business Day, and (ii) upon acceptance of any such Instructions, communicate 
  such acceptance to the Contract owners, Plan Representatives or Plan Participants, as appropriate 
  (“Confirmation”). The Business Day on which such Instructions are received in proper form by ING 
  Financial and time stamped by the Close of Trading will be the date as of which Fund shares shall be 
  deemed purchased, exchanged, or redeemed as a result of such Instructions (“Trade Date”). 
  Instructions received in proper form by ING Financial and time stamped after the Close of Trading 
  on any given Business Day shall be treated as if received on the next following Business Day. ING 
  Financial agrees that all Instructions received by ING Financial, which will be transmitted to 
  Distributor for processing as of a particular Business Day, will have been received and time stamped 
  prior to the Close of Trading on that previous Business Day. 
 
8.  Subparagraph (i) of Paragraph 3 of the Agreement is hereby deleted in its entirety and replaced with 
the following:   
 
  (i) Each Fund shall indemnify and hold ING harmless, from the effective date of this 
  Agreement, against any amount ING is required to pay to Contract owners, Plans, Plan 
  Representatives or Participants due to: (i) an incorrect calculation of that Fund's daily net asset 
  value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily 
  net asset value, dividend rate, or capital gain distribution rate of such Fund, upon written notification 
  by ING, with supporting data, to Distributor. In addition, each Fund shall be liable to ING for 
  systems and out of pocket costs incurred by ING in making a Contract owner's, Plan's or a 
  Participant's account whole, subject to the limits set forth below, if such costs or expenses are a 
  result of the Fund's failure to provide timely or correct net asset values, dividend and capital gains or 
  financial information and if such information is not corrected by 4:00 p.m. East Coast time of the 
  next business day after releasing such incorrect information provided the incorrect NAV as well as 
  the correct NAV for each day that the error occurred is provided. If a mistake is caused in supplying 
  such information or confirmations, which results in a reconciliation with incorrect information, the 
  amount required to make a Contract owner's or a Plan's or a Participant’s account whole shall be 
  borne by the party providing the incorrect information, regardless of when the error is corrected. 
 
 
 
 
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9.  Paragraph 4 of the Agreement is hereby deleted in its entirety and replaced with the following: 
 
  4.  Recordkeeping Fees. The provision of recordkeeping and recordkeeping-related 
  services to Contract owners or to the Plans shall be the responsibility of ING Life, 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 the Contracts or 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.
 
10.  The first sentence of paragraph 5 of the Agreement is hereby amended to read as follows: 
 
  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 the Contracts or through ING Life's or ING Institutional's arrangements with Plans in 
  each calendar quarter. 
 
11.  The first sentence of paragraph 6 of the Agreement is hereby amended to read as follows: 
 
  6. Expenses. The Funds shall reimburse certain agreed upon out-of-pocket expenses ING 
  Life or ING Institutional incur in connection with the Contract owners and Plans. Except as 
  otherwise agreed in writing, ING Life or ING Institutional shall bear all other expenses incidental to 
  the performance of the services required in connection with this Agreement. Distributor shall, 
  however, provide ING, or at ING's request, the Plan, with such sufficient copies of relevant 
  prospectuses for all Participants making an initial Fund purchase as well as relevant prospectuses, 
  prospectus supplements and periodic reports to shareholders, and other material as shall be 
  reasonably requested by ING to disseminate to Plan participants who purchase shares of the Funds. 
 
12.  Subparagraph (b) of Paragraph 7 of the Agreement is hereby deleted in its entirety and replaced with 
the following:     
 
  (b) At the option of ING Life, ING Institutional or ING Financial, if shares of the Funds are 
  not available for any reason to meet the investment requirements of the Contracts or the Plans; 
  provided, however, that prompt advance notice of election to terminate shall be furnished by the 
  terminating entity. 
 
13.  Subparagraph (h) is hereby added to paragraph 7 of the Agreement as follows: 
 
  (h) Upon the determination of ING Life to substitute for the Fund's shares the shares 
  of another investment company in accordance with the terms of the applicable Contracts. 
 
 
 
 
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    ING Life will give sixty (60) days' written notice to the Fund and the Distributor of any decision to 
    replace the Fund's shares. 
 
  14.  Paragraph 8 of the Agreement is hereby deleted in its entirety and replaced with the following: 
 
               8. Continuation of Agreement. Termination as the result of any cause listed in 
    Section 7 hereof shall not affect the Funds' respective obligations to continue to maintain the 
    Account as an investment option for Contracts then in force for which its shares serve or may serve 
    as the underlying medium, or for Plans electing to invest in the Funds prior to the termination of this 
    Agreement. For avoidance of doubt, the fees outlined in Exhibit A will continue to be payable under 
    the terms in Sections 4 and 5 for a period of six (6) months after the termination of the Agreement 
    (the “Continuation Period”), for as long as fund assets are held through the Contracts or through 
    ING Life's or ING Institutional's arrangement with Plans during the Continuation Period. In 
    addition, the parties agree that the Agreement will survive during the Continuation Period as 
    necessary to cover the continuation of the parties' obligations regarding the Funds and the Contracts. 
 
  15.  The first sentence of subparagraph (a) of Paragraph 8 of the Agreement is hereby amended to read as 
follows:       
 
             9. Advertising and Related Materials. (a) Advertising and literature with respect to 
    the Funds prepared by ING Financial or the Nominee or its agents for use in marketing shares of the 
    Funds to Contract owners or Plans (except any material that simply lists the Funds' names) shall be 
    submitted to Distributor for review and approval before such material is used with the general public 
    or any Contract owner, Plan, Plan Representative, or Participant. 
 
  16.  Paragraph 10 of the Agreement is hereby deleted in its entirety and replaced with the following: 
 
            10. Proxy Voting. ING or the Nominee will distribute to Contract owners, Plan 
    Representatives or Participants all proxy materials furnished by Distributor or its designees for the 
    Funds. To the extent that the Contracts or Plans provide for pass through voting privileges to 
    Contract owners or Plan Participants and to the extent consistent with the provisions of the Plan, 
    ING or the Nominee shall use its best efforts to obtain the agreement of Contract owners or Plan 
    Representatives to vote Fund shares for which no voting instructions are received from Contract 
    owners or Plan Participants in the same proportion as shares for which such instructions have been 
    received. ING and the Nominee shall not oppose or interfere with the solicitation of proxies for 
    Fund shares held for such beneficial owners. 
 
  17.  The first paragraph of Exhibit A of the Agreement is hereby amended to read as follows: 
 
    Series and Classes which may be offered to Contract owners or 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, 
    Amendment No. 7 to the Selling and Services Agreement effective September 30, 2009 (“Selling 
    and Services Agreement”). 
 
 
 
 
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18.  Except as modified hereby, all other terms and conditions of the Agreement shall remain in full 
force and effect.   
 
19.  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    THE LORD ABBETT FAMILY OF FUNDS 
ANNUITY COMPANY       
 
By: /s/ Lisa S. Gilarde    By: /s/ Lawrence H. Kaplan 
Name:  Lisa S. Gilarde    Name:  Lawrence H. Kaplan 
Title:  Vice President    Title:  Vice President and Secretary 
 
      LORD ABBETT DISTRIBUTOR LLC 
ING FINANCIAL ADVISERS, LLC    By: Lord, Abbett & Co. LLC, its Managing 
      Member   
 
By: /s/ David Kelsey    By: /s/ Lawrence H. Kaplan 
Name:  David Kelsey    Name:  Lawrence H. Kaplan 
Title:  COO/VP    Title:  Member 
 
ING INSTITUTIONAL PLAN SERVICES LLC       
 
By: /s/ Michelle Sheiowitz       
Name:  Michelle Sheiowitz, Attorney in Fact       
Title:  Vice President       
 
 
 
 
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