EX-24 9 ex24b8112nerwbermanssafp.htm EX, 24(B)8.112 NEUBERGER BERMAN SSA-FPA AMD. 1 ex24b8112nerbergerbermanssafp.htm - Generated by SEC Publisher for SEC Filing
Amendment to add
Class R6 shares
 
Exhibit 24(b)(8.112)
FIRST AMENDMENT TO THE
SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT
 
  This First Amendment, dated as of June 19, 2013, by and between ING Life Insurance
and Annuity Company, (“ING Life”) ING Institutional Plan Services, LLC, (ING Institutional”), ING
Financial Advisers, LLC (“ING Financial”) (collectively, “ING") and Neuberger Berman Management
LLC ("Distributor"), acting as agent for the registered open-end management investment companies whose
shares are or may be underwritten by the Distributor (each a “Fund” or collectively the “Funds”) is made to
the Selling And Services Agreement And Fund Participation Agreement, dated as of October 22, 2009 (the
"Agreement"). Terms defined in the Agreement are used herein as therein defined.
 
  WHEREAS, the parties desire to amend the Agreement to make Class R6 shares of the
Funds available for purchase by the Plans either directly or indirectly through Contracts as provided under
the terms of the Agreement to be effective as of the date that the Registration Statement on Form N1-A
under the Securities Act of 1933, as amended, becomes effective (“Effective Registration Date”); and
 
  WHEREAS, the parties desire to update the list of share classes available as set forth in
Schedule A “Servicing Fees and 12b-1 Fees,” to the Agreement; and
 
  NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter
contained, the parties agree as follows:
 
 
1. Schedule A to the Agreement is hereby deleted in its entirety and replaced with new Schedule
  A attached hereto
 
2. Sections 5 and 6 of the Agreement, Servicing Fees and 12b-1 Fees, respectively, are hereby
  deleted in their entirety and replaced by new Schedule A attached hereto. The fees set forth on
  Schedule A are payable subject to and in accordance with the terms of Paragraph 3 of this
  Amendment.
 
3. In connection with the sale of a Fund’s shares or servicing of the accounts of the Plans or
  Plan participants where the Sub-Administrator is the record owner or listed as the broker-
  dealer of record, NBM LLC shall pay the fees set forth in Schedule A: (i) to the applicable
  ING party r, if ING trades directly with the Fund; (ii) to the clearing broker through which
  ING trades, on ING’s behalf; or (iii) to ING, if ING trades through a clearing broker and
  NBM LLC is properly instructed in writing by both ING and the clearing broker to pay ING
  directly. For accounts where a third-party broker-dealer is the record owner or listed as the
  broker-dealer of record (i.e., a correspondent broker), NBM LLC shall pay ING such fees
  unless NBM LLC is instructed in writing by both ING and the third-party broker-dealer that
  such payment should be made to the broker-dealer of record. The provisions of any Rule 12b-
  1 Plan between the Funds and NBM LLC shall control over this Agreement in the event of
  any inconsistency.
 
4. The Sub-Administrator acknowledges and agrees that certain Funds may offer multiple classes
  of shares and that certain classes are, or may become, closed to new investors. Specifically,
  only Plans that have established accounts in Investor, Trust and/or Advisor Class shares of a
  Fund prior to the offering of Class A or R3 Shares of such Fund and who have continuously
  maintained an account in such Shares may purchase Investor, Trust and/or Advisor Class
  shares. In addition, ING agrees that it has responsibility, to the extent that it is required by
  applicable law, for the suitability and proper supervision of mutual fund recommendations,

 


 

  solicitations and sales to Plans or Plan participants and will ensure that they are aware of the
  advantages and disadvantages of selecting one class of shares over other classes of shares and
  are aware of the different methods of mutual fund financing.
 
5. Except as modified hereby, all other terms and conditions of the Agreement shall remain in full
  force and effect.    
 
6. 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.
 
 
ING LIFE INSURANCE AND ANNUITY NEUBERGER BERMAN
COMPANY MANAGEMENT LLC
 
By: /s/Lisa Gilarde By: /s/Robert Conti
Name: Lisa Gilarde Name: Robert Conti
Title: Vice President Title: President
 
 
ING INSTITUTIONAL PLAN SERVICES, LLC  
 
By: /s/Lisa Gilarde    
Name: Lisa Gilarde    
Title: Vice President    
 
 
ING FINANCIAL ADVISERS, LLC    
 
By: /s/Lisa Gilarde    
Name: Lisa Gilarde    
Title: Vice President    
 
 
 
 
Page 2 of 4

 


 

SCHEDULE A
 
Servicing Fees and 12b-1 Fees
 
For Services rendered by ING under the Agreement with respect to Plan assets invested in the following
Funds, Distributor shall pay the following fees to ING:
 
Servicing Fees - The provision of shareholder and administrative services to Contract owners, to the
Plans or to Participants shall be the responsibility of ING Financial, ING Life, ING Institutional or the
Nominee and shall not be the responsibility of Distributor. The Nominee, or ING Life on behalf of its
Separate Accounts, 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 to the Distributor and Funds 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 ING Life or ING Institutional, as appropriate, a servicing fee, as specified
below, 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. The parties agree that all or a
portion of such servicing fee may be derived from a Fund's 12b-1 plan. Distributor will make such
payments to ING Life or ING Institutional 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 Life
or ING Institutional for the quarter and such other supporting data as may be reasonably requested by
ING Life or ING Institutional. If required by a Plan or by applicable law, ING Life or ING Institutional
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 ING Life or ING Institutional.
 
12b-1 Fees - To compensate ING Financial for its distribution of Fund Shares or administrative services
related to Fund Shares, Distributor shall make quarterly payments to ING Financial, as specified below,
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. 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 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.
 
 
 
 
Page 3 of 4

 


 

Fund Name Share Class Total Sales Load Administrative  Distribution-
    Compensation   Services Related or
          Servicing
          Fee1
All Open-ended Mutual          
Funds administered by Investor __ bps None __ bps __ bps
NBM LLC          
All Open-ended Mutual          
Funds administered by Trust __ bps1 None __ bps __ bps2
NBM LLC          
All Open-ended Mutual          
Funds administered by Advisor __ bps None __ bps __ bps
NBM LLC          
All Open-ended Mutual          
Funds administered by Institutional3 __ bps None __ bps __ bps
NBM LLC          
All Open-ended Mutual          
Funds administered by A3 __ bps Waived __ bps __ bps
NBM LLC          
All Open-ended Mutual          
Funds administered by R33 __ bps None __ bps __ bps
NBM LLC          
All Open-ended Mutual          
Funds administered by R63 __ bps None __ bps __ bps
NBM LLC          
 
To the extent that a Fund has approved a plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended, all or part of the fee with respect to that Fund may be payable from the proceeds of that plan. The parties
agree that all payments for services made under the Agreement shall be in accordance with a statement provided by
Distributor to ING that shall be based on each Fund's records with its transfer agent.    
 
 
 
               _______________________
1 This fee is inclusive of any 12b-1 fee payable pursuant to a separate 12b-1 agreement and reflects the aggregate
12b-1 fees payable to the Company relating to the Funds covered by this Agreement.  
2 Except for Trust Class shares of Neuberger Berman Genesis Fund, Neuberger Berman International Fund,  
Neuberger Berman Mid Cap Growth Fund and Neuberger Berman Short Duration Bond Fund, which have no
12b-1 fees, and for which Total Compensation is __ bps, and for which NBM, the Fund’s Adviser, pays __ bps in
addition to the __ bps administration services fee.      
3 Only omnibus or, in the case of retirement-related investments, omnibus-by- plan, accounts are permitted in Class
R3, Class R6 and Institutional Class.        
 
 
    Page 4 of 4