EX 99-B.8.49
Administrative and Shareholder Services Agreement
This Agreement is made as of the1st day of April 2001, by and between ING Funds
Services, LLC (the "Administrator") and ING Life Insurance and Annuity Company
("Company"), collectively, the "Parties."
WHEREAS, the Administrator serves as the Administrator for ING Variable Products
Trust ("Trust") which currently consists of 16 separate series (the
"Portfolios"); and
WHEREAS, the Company has entered into a Participation Agreement, dated April 1st
, 2001, with the Trust (a "Participation Agreement") pursuant to which the Trust
will make shares of each Portfolio listed from time to time on Schedule A of the
Agreement available to the Company at net asset value and with no sales charges,
subject to the terms of the Participation Agreement, to fund benefits under
variable life insurance policies and variable annuity Contracts (each, a
"Contract," and collectively, the "Contracts") to be issued by the Company; and
WHEREAS, the Participation Agreement provides that the Trust will bear the costs
of preparing and filing with the Securities and Exchange Commission the Trust's
prospectus, registration statement, proxy materials and reports, setting the
prospectus and shareholder reports in type, setting in type and printing the
proxy materials, and preparing all statements and notices required by any
federal or state law to be, in each case as may reasonably be necessary for the
performance of its obligations under the Participation Agreement (collectively,
the "Trust Materials"), and providing the Company with copies of the Trust
Materials; and
WHEREAS, the Participation Agreement provides that the Trust shall pay for the
cost of typesetting, printing and distributing periodic fund reports to
shareholders, prospectuses and supplements thereto, statements of additional
information, proxy statements and other materials that are required by law to be
sent to existing owners of Contracts ("Contract owners"), as well as the cost of
distributing such materials; and
WHEREAS, the Participation Agreement makes no provision for which party shall
incur various administrative expenses in connection with the servicing of
Contract owners or Participants who have allocated Contract value to a
Portfolio, including, but not limited to, responding to various Contract owner
inquiries regarding a Portfolio; and
WHEREAS, the Parties wish to allocate expenses in a manner that is fair and
equitable, consistent with the best interests of Contract owners and
participants, and that does not entail the expense and inconvenience of
separately identifying and accounting for each item of Trust expenses;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein, the Parties hereto agree as follows:
I. SERVICES PROVIDED:
The Company agrees to provide services including, but not limited to:
a) delivering and responding to inquiries respecting Trust prospectuses,
Statements of Additional Information, reports, notices, proxies and
proxy statements and other information respecting the Portfolios (but
not including services paid for by the Trust);
b) facilitating the tabulation of Contract owners' and participants'
votes in the event of a meeting of Trust shareholders;
c) providing and administering Contract features for the benefit of
Contract owners and participants participating in the Trust, including
fund transfers, dollar cost averaging, asset allocation, portfolio
rebalancing, earnings sweep, and pre-authorized deposits and
withdrawals;
d) responding to inquiries from Contract owners and participants using
one or more of the Portfolios as an investment vehicle regarding the
services performed by the Company as they relate to the Trust or its
Portfolios;
e) teleservicing support in connection with the Portfolios;
f) maintenance of Company records reflecting shares purchased and
redeemed and share balances held by separate accounts of the Company
and the conveyance of that information to the Trust, its transfer
agent, or the Administrator as may be reasonably requested;
g) facilitating the printing and mailing of reports to shareholders and
other shareholder communications from the Trust as may be required
pursuant to the Participation Agreement;
h) responding to inquiries from Contract owners or participants
concerning the Trust and its operations; and
i) providing such similar services as the Administrator or Trust may
reasonably request to the extent permitted or required under
applicable statutes, rules and regulations.
II. EXPENSE ALLOCATIONS:
Subject to Section III, the Company or its affiliates shall bear the costs
of:
a) printing and distributing all Trust Materials to be distributed to
prospective Contract owners as discussed in the Participation
Agreement as being distributed at the Company's expense;
b) printing and distributing all sales literature or promotional material
developed by the Company or its affiliates and relating to the
Contracts; and
c) servicing Contract owners who have allocated Contract value to a
Portfolio, which servicing shall include, but is not limited to, the
items listed above
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III. PAYMENT OF EXPENSES:
a) The Administrator shall pay to the Company a quarterly fee ("Service
Fee") equal to a percentage of the average daily cumulative net assets
due to investment in a class of the Portfolio attributable to
Contracts issued by the Company at the annual rates shown in the
attached Schedules A. Such Service Fee shall be calculated and paid
quarterly.
b) For purposes of calculating the amount of the Service Fee as described
in Section III(a) above, the "average daily cumulative net assets" of
a class of a Portfolio for any calendar quarter shall be equal to the
quotient produced by dividing (i) the sum of the net assets of such
class of a Portfolio, for each calendar month as determined in
accordance with the procedures established from time to time by or
under the direction of the Trust's Board of Trustees for each business
day of such month, by (ii) the number of such business days;
c) The Administrator will calculate the Service Fee contemplated by this
Section and will make such payment, as appropriate, to the Company
within thirty (30) days after the last business day of each calendar
quarter thereafter. Each payment will be accompanied by a statement
showing the calculation of the Service Fee payable by the
Administrator, if any, and such other supporting data as may be
reasonably requested by the Company.
d) The Company agrees to make appropriate disclosure in its prospectus
and registration statement as to the payments for services provided
pursuant to this Agreement as required by the federal securities laws
or other applicable law.
e) From time to time, the Parties hereto shall review the Service Fee to
determine whether it reasonably approximates the incurred and
anticipated costs, over time, of the Company in connection with its
duties hereunder. The Parties agree to negotiate in good faith any
change to the Service Fee proposed by one of the Parties in good
faith.
f) The Parties agree that the Administrator's payments to the Company are
for administrative services only and do not constitute payment in any
manner for investment advisory services or costs of distribution.
g) This Agreement shall not modify any of the provisions of the
Participation Agreement, but shall supplement those provisions.
IV. TERM OF AGREEMENT:
This Agreement shall continue in effect for so long as the Company or its
successor(s) in interest, or any affiliate thereof, continues to hold
shares of the Trust or its Portfolios, and continues to perform in a
similar capacity for the Company and Trust.
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V. INDEMNIFICATION:
a) The Company agrees to indemnify and hold harmless the Administrator
and its officers and directors, from any and all loss, liability and
expense resulting from the gross negligence or willful wrongful act of
the Company under this Agreement, except to the extent such loss,
liability or expense is the result of the willful misfeasance, bad
faith or gross negligence of the Administrator in the performance of
its duties, or by reason of the reckless disregard of its obligations
and duties under this Agreement.
b) The Administrator agrees to indemnify and hold harmless the Company
and its officers and directors from any and all loss, liability and
expense resulting from the gross negligence or willful wrongful act of
the Administrator under this Agreement, except to the extent such
loss, liability or expense is the result of the willful misfeasance,
bad faith or gross negligence of the Company in the performance of its
duties, or by reason of the reckless disregard of its obligations and
duties under this Agreement.
VI. AMENDMENT
This Agreement may be amended only upon mutual agreement of the Parties
hereto in writing.
VII. STANDARD OF CARE
The Parties shall exercise reasonable care in the performance of their
duties under this Agreement.
VIII.CONFIDENTIALITY
The terms of this arrangement will be held confidential by each Party
except to the extent that either Party or the Trust may deem it necessary
to disclose this arrangement.
IX. NOTICES:
Notices and communications required or permitted hereby will be given to
the following persons at the following addresses, or such other persons as
the Party receiving such notices or communications may subsequently direct
in writing:
If to the Trust:
ING Variable Products Trust
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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If to the Administrator:
ING Funds Services, LLC.
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▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
If to the Company:
ING Life Insurance and Annuity Company
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▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
X. APPLICABLE LAW:
Except insofar as the Investment Company Act of 1940 or other federal laws
and regulations may be controlling, this Agreement will be construed and
the provisions hereof interpreted under and in accordance with Delaware
law, without regard for that state's principles of conflict of laws.
XI. EXECUTION IN COUNTERPARTS:
This Agreement may be executed simultaneously in two or more counterparts,
each of which taken together will constitute one and the same instrument.
XII. SEVERABILITY:
If any provision of this Agreement is held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement will
not be affected thereby.
XIII.CUMULATIVE RIGHTS:
The rights, remedies and obligations contained in this Agreement are
cumulative and are in addition to any and all rights, remedies and
obligations, at law or in equity, that the Parties are entitled to under
federal and state laws.
XIV. HEADINGS
The headings used in this Agreement are for purposes of reference only and
shall not limit or define, the meaning of the provisions of this Agreement.
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
in their names and on their behalf by and through their duly authorized officers
signing below.
ING FUNDS SERVICES, LLC ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title Executive VP & CFO Title: Vice President
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SCHEDULE A
ING VARIABLE PRODUCTS TRUST
CLASS R CLASS S PORTFOLIOS
------- ------- ----------
0.375% 0.575% ING VP MagnaCap Portfolio
0.275% 0.475% ING VP Research Enhanced Index Portfolio
0.375% 0.575% ING VP Growth Opportunities Portfolio
0.375% 0.575% ING ▇▇ ▇▇▇▇▇▇ Opportunities Portfolio
0.200% 0.400% ING VP Growth + Value Portfolio
0.375% 0.575% ING VP SmallCap Opportunities Portfolio
0.250% 0.450% ING VP International Value Portfolio
0.375% 0.575% ING VP High Yield Bond Portfolio
N/A 0.575% ING VP Large Company Value Portfolio
N/A 0.575% ING VP LargeCap Growth Portfolio
N/A 0.575% ING VP Financial Services Portfolio
N/A 0.575% ING VP Convertible Portfolio
N/A N/A ING VP International Portfolio
0.465% N/A ING VP Worldwide Growth Portfolio
N/A 0.200% ING VP International SmallCap Growth Portfolio
0.150% N/A ING VP Emerging Countries Portfolio
Scheduled dated: April 1, 2001
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