EX-99 3 ex99b824ing-artisan1stssafpa.htm EX. 99-B.8.24 ING-ARTISAN 1ST AMD. TO SSA-FPA ex99b824ing-artisan1stssafpa.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
Exhibit 99-B.8.24
First Amendment to the Selling and Services Agreement and Participation Agreement
 
This First Amendment dated as of February 4, 2009 by and between ING Life Insurance and
Annuity Company (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”), ING Financial
Advisers, LLC (“ING Financial”)(collectively “ING”), and Artisan Partners Limited Partnership (“APLP”)
and Artisan Distributors LLC (“Distributor”) is made to the Selling and Services Agreement and Fund
Participation Agreement dated as of November 30, 2006 (the “Agreement”). 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 make additional funds available under the Agreement.
 
                         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 in the Agreement relating to ING Life in its capacity as a recordkeeper in connection with the
investment by Plans in the Funds, including, but not limited to, the representations found in Section 11(c) of
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 IFA.
 
                   2.   Paragraph 2 of the Agreement is hereby deleted in its entirety and replaced with the
following:        
 
    2.   Omnibus Account.
 
        The parties agree that, with respect to each Fund, up to three omnibus accounts,
    each held in the name of the Nominee, may be maintained (the “Account” or
    collectively, the “Accounts”). One Account may be maintained in connection with Plans
    for which ING Life shall provide various recordkeeping and other administrative
    services, and a second Account may be maintained in connection with Plans for which
    ING Institutional shall provide various recordkeeping and other 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. A third Account held in the name of ING Life shall be maintained for those
    Plan assets directed for investment in the Fund through the Contracts. 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.
 
                   3.   Paragraph 4 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 contract owners or to
    the Plans 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 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, APLP agrees to pay to ING Life
         or ING Institutional, as appropriate, a servicing fee, as specified in Schedule C
         (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. The parties agree that all or a portion of such servicing fee may be derived from
         a Fund’s 12b-1 plan. APLP 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. Upon request, ING will provide APLP with a
         statement showing the number Plan Participants. Each quarterly fee will be independent
         of every other quarterly period fee. ING understands that a portion of the fees will be
         reimbursed by APLP by the Funds in accordance with the Funds’ practice in effect from
         time to time. 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.
 
4.        The following is added as Section 11(f) to the Agreement:
 
         (f) 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.
 
5.   The following replaces Section 16(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:
         Michael Pignatella
         Counsel
 
                                                                                           2


           ING Americas Legal Services
           One Orange Way, C1S
           Windsor, CT 06095
           Fax: 860-580-4934
 
           To Distributor/APLP:
           Artisan Distributors LLC
           875 East Wisconsin Avenue, Suite 800
           Milwaukee, WI 53202
           Attention: General Counsel
           (414) 390-6100
 
                   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.          The following paragraph is added under Section 16 “Miscellaneous” of the Agreement:
 
                               (g) The parties acknowledge that as of the date first set forth above, neither ING
           Institutional nor ING Life possess the systems capability to assess redemption fees on
           redemptions and exchanges by Participants in the shares of the Funds. In light of the
           foregoing, the parties agree that transactions in the Funds by Plans or Plan Participants
           whose transactions in Fund shares are conducted through an Account recordkept by ING
           Institutional or ING Life pursuant to the terms of this Agreement will not be subject to
           any redemption fees that may otherwise be required by the Funds. ING Institutional and
           ING Life represent that they are in process of developing the systems capability to assess
           redemption fees, will notify Distributor promptly after such capability has been
           developed and will use such capability to assess redemptions fees in a time frame and
           manner mutually accepted to all parties
 
                   7.   Schedule A is hereby deleted and replaced by Schedule A, attached hereto.
 
                   8.   Schedule C, attached hereto, is hereby added to the Agreement.
 
                   9.   Except as modified hereby, all other terms and conditions of the Agreement shall remain in full
force and effect.
 
                   10.        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.
 
 
[Signatures appear on following page.]
 
 
 
 
                                                                                             3


ING LIFE INSURANCE AND   ARTISAN DISTRIBUTORS LLC
ANNUITY COMPANY        
        By:   /s/ Janet D. Olsen
By:   /s/ Lisa S. Gilarde   Name:   Janet D. Olsen
Name:   Lisa S. Gilarde   Title:   Vice President
Title:   Vice President        
 
ING FINANCIAL ADVISERS, LLC   ARTISAN PARTNERS LIMITED PARTNERSHIP
 
By:   /s/ David A. Kelsey   By:   /s/ Janet D. Olsen
Name:   David A. Kelsey   Name:   Janet D. Olsen
Title:   V.P./C.O.O.   Title:   Vice President
 
 
ING INSTITUTIONAL PLAN SERVICES, LLC        
 
By:   /s/ Michelle Sheiowitz attorney-in-fact        
Name:   Michelle Sheiowitz        
Title:   Vice President        

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SCHEDULE B

List of Available Funds

All Investor class shares of Artisan Funds

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SCHEDULE C
 
Fee Schedule
 
As compensation for the services ING renders under the Agreement, APLP will pay a fee to ING equal to
on an annual basis the rate set forth below multiplied by the average daily value of the assets in ING
accounts in the Funds.

Share Class   Investor
12b-1 Fees   ___%
Service Fees   ___%
Total Fees   ___% 

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