FOURTH AMENDMENT TO MASTER SHAREHOLDER SERVICES AGREEMENT FOR THE FRANKLIN TEMPLETON FUNDS
| Exhibit 24(b)(8.69) | ||
| FOURTH AMENDMENT TO MASTER SHAREHOLDER SERVICES AGREEMENT | ||
| FOR THE FRANKLIN ▇▇▇▇▇▇▇▇▇ FUNDS | ||
| This Fourth Amendment dated as of July 1, 2010, by and between ING LIFE INSURANCE | ||
| AND ANNUITY COMPANY and ING FINANCIAL ADVISERS, LLC (collectively “you”), | ||
| FRANKLIN ▇▇▇▇▇▇▇▇▇ INVESTOR SERVICES, LLC (“Transfer Agent”) and FRANKLIN | ||
| ▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, INC. (“Distributors,” together Transfer Agent and Distributors | ||
| shall be referred to as “we” or “us”) is made to the Master Shareholder Services Agreement for | ||
| the Franklin ▇▇▇▇▇▇▇▇▇ Funds dated August 28, 2000, as amended. | ||
| WHEREAS, the parties wish to add ING Financial Advisors, LLC as a party to the | ||
| Agreement, and remove ING Insurance Company of America as a party; and | ||
| WHEREAS, the parties wish to amend certain other provisions of the Agreement, as | ||
| provided below. | ||
| NOW, THEREFORE, the parties agree as follows: | ||
| 1 | . | ING Financial Advisers, LLC is hereby added to the Agreement as a party, ING |
| Insurance Company of America is removed as a party, and all provisions relating to ING | ||
| Insurance Company of America are hereby amended to refer to ING Financial Advisors, LLC, | ||
| and ING Life Insurance and Annuity Company. | ||
| 2 | . | the term “benefit plans,” as defined in the first paragraph of the agreement, is |
| hereby redefined to expressly exclude erisa “defined benefit” pension plans. | ||
| 3 | . | The second paragraph of the Agreement is hereby deleted in its entirety and |
| replaced with the following two paragraphs: | ||
| As principal underwriter and transfer agent for the open-end investment | ||
| companies (mutual funds) for whom Franklin ▇▇▇▇▇▇▇▇▇ Investor Services, LLC serves | ||
| as transfer agent and whose shares are distributed by Distributors known collectively as | ||
| the “Franklin ▇▇▇▇▇▇▇▇▇ Funds,” (or “Funds,” or individually a “Fund”), we enter into | ||
| this Agreement with you for the payment of beneficial owner servicing fees in | ||
| recognition of the services you independently provide to Benefit Plans and their | ||
| participants invested in the Funds through Benefit Plan accounts. Benefit Plan accounts | ||
| are those which have been established on behalf of the Benefit Plans which meet the | ||
| criteria stated in each Fund’s prospectus to purchase Class A, Class R, or Advisor Class | ||
| shares of the Funds. These criteria, which also describe the conditions under which Class | ||
| A shares may be purchased at net asset value, are set forth in each Fund’s prospectus and | ||
| statement of additional information, which may be amended from time to time. | ||
| The parties hereto acknowledge and agree that the beneficial owner services | ||
| provided by Firm to Benefit Plan participants are provided based on the Firm’s | ||
| independent, whether direct or indirect, contractual undertaking with these participants | ||
| and that Firm is not providing these services as an agent of either the Funds, Distributors, | ||
| or Transfer Agent. | ||
| 4 | . | Paragraph 4A is replaced in its entirety with the following: |
| 1 | ||
| 4A. | You represent and warrant that your performance and receipt of | |
| compensation or other benefits under this Agreement will not violate any applicable law, | ||
| rule or regulation, including federal and state securities law, insurance laws and tax laws, | ||
| the Employee Retirement Income Security Act of 1974, as amended, and guidance issued | ||
| by the Department of Labor (the “DOL”) and that you will provide all disclosures to | ||
| Benefit Plans and/or Benefit Plan participants pertaining to payments received under this | ||
| Agreement that may be required to be disclosed by applicable law and/or regulation | ||
| and/or governmental agency (including, but not limited to, the DOL) direction. | ||
| 5. | Paragraphs 7A, 7B and 7C are deleted and replaced with the following: | |
| 7A. | You, on your own behalf or on behalf of any affiliated broker dealer, | |
| shall be entitled, as consistent with state insurance law, to receive from Distributors all or | ||
| a portion of the 12b-1 fees for Class A and Class R shares as are set forth and | ||
| contemplated in each Fund’s prospectus. These fees are paid in accordance with the | ||
| Funds’ Rule 12b-1 plans and may change at any time, in Distributors’ discretion or in the | ||
| discretion of the Funds’ boards. Some Funds and/or share classes may not have a 12b-1 | ||
| plan. In addition, if a securities dealer which has a dealer or selling agreement with | ||
| Distributors provides distribution services in connection with the Benefit Plans, that | ||
| dealer would generally be entitled to Rule 12b-1 plan fees. In those circumstances, | ||
| Distributors would not continue to also pay you. Distributors shall provide you with | ||
| reasonable advance notice of any change in fees payable to you. You agree that | ||
| Distributors shall be obligated to remit all or a portion of the Rule 12b-1 plan fees to you | ||
| only upon its receipt of such fees from the Funds. | ||
| B. | In recognition of the Benefit Plan services you provide to Benefit Plan | |
| participants investing indirectly in Fund shares through annuity contracts and separate | ||
| accounts each Fund shall pay you a fee of fifteen (15) basis points per annum of the | ||
| average daily net asset value of the Fund’s shares issued to a separate account over a | ||
| three-month period. | ||
| Certain Funds designed for institutional investors do not pay beneficial owner | ||
| servicing fees. Currently, these Funds include (i) Templeton Institutional Funds: | ||
| Emerging Market Series, Foreign Equity Series (Primary Shares), Foreign Smaller | ||
| Companies Series and Global Equity Series; (ii) Franklin Global Trust: Franklin | ||
| ▇▇▇▇▇▇▇▇▇ High Income Fund and Franklin ▇▇▇▇▇▇▇▇▇ Emerging Market Debt | ||
| Opportunities Fund; and (iii) Institutional Fiduciary Trust: Money Market Portfolio. | ||
| Future Funds designed for institutional investors also may not pay beneficial owner | ||
| servicing fees. Additionally, beneficial owner servicing fees may be changed in Transfer | ||
| Agent’s discretion or in the discretion of the Funds’ boards of directors or trustees upon | ||
| reasonable notice to you. | ||
| The beneficial owner servicing fees set forth in this Agreement shall be payable | ||
| on a quarterly basis on off-calendar quarter months (February, May, August or | ||
| November). If this Agreement is not superseding an existing agreement whereby you | ||
| receive beneficial owner servicing fees from us, your payments will begin to accrue at the | ||
| beginning of the next off-calendar quarter after the effective date of this Agreement. You | ||
| shall provide Transfer Agent with a statement (“Statement”) within fifteen (15) days of | ||
| the end of each calendar month setting forth on a Fund by Fund basis the total number of | ||
| 2 | ||
| Benefit Plan participants in each Benefit Plan with an indirect interest in each Fund’s | ||
| shares registered to each separate account as of the last business day of that calendar | ||
| month, along with any other supporting data reasonably requested by Transfer Agent. | ||
| Payment of beneficial owner servicing fees for a quarter is contingent upon our timely | ||
| receipt of each monthly Statement for the months within the quarter. Beneficial owner | ||
| servicing fees shall become payable only upon Transfer Agent’s receipt of all required | ||
| monthly Statements. Once a beneficial owner servicing fee becomes payable, we will | ||
| make every effort to deliver payment within thirty (30) days. | ||
| C. | If you do not provide us with all of the monthly Statements required | |
| pursuant to paragraph 4B for a particular quarter, and you have not corrected this by | ||
| providing the required monthly Statements within 90 days of the end of the quarter, you | ||
| shall forfeit payment of beneficial owner servicing fees from us for that specific quarter | ||
| and any subsequent quarter until we receive the required statements. | ||
| If the information contained in any monthly Statement for a particular quarter is, | ||
| in our view, deficient and you have not provided additional documentation reasonably | ||
| requested by us to sufficiently correct the deficiency within 90 days of the end of the | ||
| quarter, you shall forfeit payment of beneficial owner servicing fees from us for that | ||
| specific quarter and any subsequent quarter until the deficiency is resolved. | ||
| D. | For the payment period in which this Agreement terminates, the Funds | |
| shall pay Firm an appropriate proration of the fees noted above, based on the number of | ||
| days that the Agreement is in effect during the quarter. | ||
| E. | Upon our request, which may occur no more frequently than annually, | |
| you shall provide us with a certification that certifies that i) the monthly Statements | ||
| required under section 7B herein for the prior four quarters are accurate and correct; ii) | ||
| all separate accounts hold assets exclusively for the benefit of Benefit Plans and are not | ||
| held for the benefit of ERISA “defined benefit” pension plans; iii) the number of reported | ||
| Benefit Plan Participants is accurate and correct; and iv) controls are in place to ensure | ||
| your compliance with your authority and obligations set forth in paragraph D of Exhibit | ||
| B with respect to your appointment as the Franklin ▇▇▇▇▇▇▇▇▇ Funds’ limited Rule 22c-1 | ||
| agent. You also agree that you will permit us, or our designated representatives to have | ||
| reasonable access to your personnel and records in order to monitor compliance with the | ||
| terms of this Agreement. | ||
| You shall use best efforts to return to cause to return a properly executed annual | ||
| certification required by this section within 45 business days of receiving a written | ||
| request from us, but no later than 120 business days of our initial written request. In the | ||
| event that such certification will not be received by us within 120 business days, you | ||
| shall promptly notify us in writing of the anticipated delivery date and the reason for such | ||
| delay. However, such certification shall be delivered no later than 135 business days | ||
| from the initial written request. If you fail to return a properly executed annual | ||
| certification within 135 days of our initial written request, you shall forfeit payment of | ||
| beneficial owner servicing fees from us for that specific quarter and each subsequent | ||
| quarter until we receive the required certification. | ||
| 6. | The following replaces Section 17 of the Agreement: | |
| 3 | ||
| 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 You: | ||||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ | ||||
| Counsel | ||||
| ING Americas Legal Services | ||||
| ▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇ | ||||
| ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||||
| Fax: ▇▇▇-▇▇▇-▇▇▇▇ | ||||
| To Us: | ||||
| Franklin/▇▇▇▇▇▇▇▇▇ Distributors, Inc. | ||||
| ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ | ||||
| ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
| Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Senior Vice President | ||||
| And: | Franklin ▇▇▇▇▇▇▇▇▇ Investor Services, LLC | |||
| ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ | ||||
| ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ | ||||
| Attn: ▇▇▇▇▇ ▇. ▇▇▇, ▇▇., President | ||||
| Any notice, demand or other communication given in a manner prescribed in this | ||||
| section shall be deemed to have been delivered on receipt. | ||||
| 7 | . | The following paragraph is added as Section 20 of the Agreement: | ||
| 20 | . | The parties agree that transactions in the Funds by Plans or Plan | ||
| Participants pursuant to the terms of this Agreement are not subject to any | ||||
| redemption fees that may otherwise be required by the Funds; provided however | ||||
| that upon written request by Distributors or Transfer Agent, ING Life and ING | ||||
| Institutional will implement such redemptions fees in a time frame and manner | ||||
| mutually acceptable to all parties. | ||||
| 8 | . | Exhibit A is hereby deleted in its entirety and replaced with the attached Exhibit A. | ||
| 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. | ||||
| IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first | ||||
| written above. | ||||
| 4 | ||||
| [Signatures appear on next page.] | |||
| ING LIFE INSURANCE AND | FRANKLIN ▇▇▇▇▇▇▇▇▇ DISTRIBUTORS, | ||
| ANNUITY COMPANY | INC. | ||
| By: | /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | By: | /s/ ▇. ▇. ▇▇▇▇▇▇ |
| Name: | ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ | Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| Title: | Vice President | Title: Senior Vice President | |
| ING FINANCIAL ADVISERS, LLC | FRANKLIN ▇▇▇▇▇▇▇▇▇ INVESTOR | ||
| SERVICES, LLC | |||
| By: | /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | By: | /s/ ▇. ▇. ▇▇▇, ▇▇. |
| Name: | ▇▇▇▇▇ ▇▇▇▇▇▇ | Name: ▇▇▇▇▇ ▇. ▇▇▇, ▇▇. | |
| Title: | COO/VP | Title: President | |
5
| Exhibit A |
| List of Available Funds |
| All Class A shares of Franklin ▇▇▇▇▇▇▇▇▇ Funds |
| All Class R shares of Franklin ▇▇▇▇▇▇▇▇▇ Funds |
| All Advisor Class Shares of Franklin ▇▇▇▇▇▇▇▇▇ Funds |
| Funds not eligible for beneficial owner servicing fess are listed in Section 7.B. of this Agreement. |
| FTVIPT insurance dedicated funds are not covered under this Agreement. |
| 6 |