This filing is made in accordance with Item No. 1.01 of Section 1 of Form 8-K:
Item 1.01 Entry into a Material Definitive Agreement
On December22, 2010 the wholly-owned subsidiary of ING Life Insurance and Annuity
Company (the “Company”), Directed Services LLC (“DSL”), and ING USA Annuity and Life
Insurance Company (“ING USA”), an affiliate, entered into an Intercompany Agreement (the
“Agreement”) by which DSL has agreed, effective January 1, 2010, to pay ING USA, on a monthly
basis, a portion of the revenues DSL earns as investment adviser to certain U.S. registered
investment companies (the “Funds”) that are investment options under variable life insurance and
annuities offered by ING USA. The amount to be paid by DSL to ING USA each month under the
Agreement will be derived by applying certain annual percentage rates against the average net
assets invested in the Funds by ING USA during the prior calendar month (the “Intercompany
Payments”). The Agreement provides that the term of the Agreement shall continue unless
termination is mutually agreed to by the parties or a Change in Control (as defined in the
Agreement) of one party to the Agreement occurs and the other party to the Agreement has not
consented to the continuation of the Agreement notwithstanding the Change in Control. For
purposes of the Agreement, “Change in Control” means the occurrence of any one or more of the
following: (i) the transfer of control of the party to another entity; or (ii) the consummation of a
reorganization, merger, share exchange, consolidation, or sale or disposition of all or substantially
all of the assets of the party; provided however, that the occurrence of an event described in clauses
(i) or (ii) above shall not constitute a Change in Control if either (a) the entity that acquires control
of a party was already an Affiliate of the party prior to the event, or (b) the parties remain Affiliates
of one another immediately following the Change in Control. For purposes of this Agreement,
“Affiliate” means, with respect to a party, an entity that controls, is under common control, or is
controlled by, such party.
ING USA, a life insurance company domiciled in the State of Iowa, is an affiliate of the Company.
DSL is a Delaware limited liability company, registered as a broker-dealer under the Securities
Exchange Act of 1934 and as an investment adviser under the Investment Advisers Act of 1940.
DSL serves as the investment adviser of the Funds. Each of the Company, DSL and ING USA are
indirect wholly-owned subsidiaries of ING Groep N.V.
This filing is made in accordance with Item No. 1.02 of Section 1 of Form 8-K:
Item 1.02 Termination of Material Definitive Agreement
On December22, 2010, DSL and ING USA entered into an agreement to terminate as of January
1, 2010, a service agreement, effective January 1, 1994, as amended by a first amendment, effective
March 7, 1995 and a second amendment, effective July 31, 2007, by which DSL provides ING
USA certain sales and marketing services and ING USA provides certain managerial and
supervisory services to DSL. |
