ex99b810algeramdrstdssafpa.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

EX-99 5 ex99b810algeramdrstdssafpa.htm EXHIBIT 99-B.8.10 ALGER-ING AMDRTD SSA/FPA ex99b810algeramdrstdssafpa.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 99-B.8.10

AMENDED AND RESTATED

SELLING AND SERVICES AGREEMENT

AND

FUND PARTICIPATION AGREEMENT

     THIS AGREEMENT, made and entered into as of this 1^stday of May, 2008 by and among
ING Life Insurance and Annuity Company (“ING Life”), ING Financial Advisers, LLC (“ING
Financial”) (collectively, “ING”), and Fred Alger & Company, Incorporated (“Distributor”),
acting as agent for the registered open-end management investment companies whose shares are
or may be underwritten by Distributor (each a “Fund” or collectively the “Funds”) amends and
restates in its entirety the Selling and Services Agreement and Fund Participation Agreement
executed between the parties as of June 11, 2007.

     WHEREAS, Distributor acts as principal underwriter for the Funds; and

     WHEREAS, ING Life is an insurance company that issues annuity contracts to, and/or
provides various recordkeeping and other administrative services to, certain plans under Sections
401, 403(b), 457 or 408 of the Internal Revenue Code of 1986, as amended (“Code”), certain
nonqualified deferred compensation arrangements, and custodial accounts under Section
403(b)(7) or 408 of the Code (collectively, “Plans”); and

     WHEREAS, such Plans may invest in the Funds directly, or alternatively, certain of such
Plans may invest in the Funds indirectly through annuity contracts and funding agreements
issued by ING Life (the “Contracts”); and

     WHEREAS, ING Life has established separate accounts for all of its Variable Annuity and
Variable Life Accounts and may establish such other accounts as may be set forth in Schedule A
attached hereto (the “Separate Accounts”) to serve as an investment vehicle for the Contracts;
and

     WHEREAS, ING Life will provide various administrative and shareholder services in
connection with the investment by the Plans in the Funds or in the Contracts; and

     WHEREAS, ING Financial will distribute to Plans shares of the Funds or units of the
Separate Accounts that may in turn invest in the Funds;

     NOW, THEREFORE, it is agreed as follows:

1. Investment of Plan Assets.

(a) With respect to Plans that invest in the Funds directly, ING Financial represents that
it is authorized under the Plans to implement the investment of Plan assets in the name of an
appropriately designated nominee of each Plan (“Nominee”) in shares of investment companies
or other investment vehicles specified by a sponsor, an investment adviser, an administrative
committee, or other fiduciary as designated by a Plan (“Plan Representative”) upon the direction
of a Plan participant or beneficiary (“Participant”). The parties acknowledge and agree that
selections of particular investment companies or other investment vehicles are made by Plan
Representatives or Participants, who may change their respective selections from time to time in
accordance with the terms of the Plan.

(b) With respect to Plans that invest in the Funds indirectly through the Contracts, ING
Life represents that each of the Separate Accounts is a separate account under Connecticut
Insurance law and that it has registered or will register each of the Separate Accounts (except for
such Accounts for which no such registration is required) as a unit investment trust under the
Investment Company Act of 1940 (the “1940 Act”), to serve as an investment vehicle for the
Contracts. Each Contract provides for the allocation of net amounts received by ING Life to a
Separate Account for investment in the shares of one or more specified open-end management
investment companies available through that Separate Account as underlying investment media.
Selection of a particular investment management company and changes therein from time to time
are made by the contract owner or Participant, as applicable under a particular Contract.

2.	Omnibus Account.

	The parties agree that, with respect to each Fund, a single omnibus account held in the
name of the Nominee shall be maintained for those Plan assets directed for investment directly in
the Fund, and a single omnibus account held in the name of ING Life shall be maintained for
those Plan assets directed for investment in the Fund through the Contracts (collectively, the
“Accounts.”) ING Life as issuer of the Contracts or as service agent for the Plans, shall facilitate
purchase and sale transactions with respect to the Accounts in accordance with the Agreement.

3.	Services to be Performed by ING.

	ING may be responsible for performing shareholder account servicing functions, which
shall include without limitation:

	(a)	making the funds available under the Contracts or other arrangements offered by
		ING;

	(b)	assisting in processing customer purchase and redemption requests;

	(c)	answering customer inquiries regarding account status and history;

	(d)	assisting customers in designating and changing dividend options, account
		designations and addresses;

	(e)	adopting and maintaining appropriate security measures for identifying
		customers;

	(f)	providing periodic statements showing a customer’s account balances and, to the
		extent practicable, integration of such information with other customer
		transactions otherwise effected with or through the ING;

	(g)	furnishing (either separately or on an integrated basis with other reports sent to a
		customer by ING) statements and confirmations of all purchases and redemption
		requests as may be required by agreement between ING and the customers;

	(h)	processing customer purchase and redemption requests for Shares and placing
		purchase and redemption instructions with the Funds’ transfer agent, including
		any designee thereof, (“Transfer Agent”) in the manner described in Section 4
		hereof;

	(i)	providing subaccounting services and maintaining accurate subaccounting records
		regarding Shares beneficially owned by customers;

	(j)	updating customer records to reflect dividend payments;

	(k)	transmitting proxy statements, annual and semi-annual reports, the Funds’ then
		current prospectuses (in each case, the “Prospectus”) and other communications
		from the Funds to customers as may be required by law and by agreement
		between ING and the customers; and

	(l)	providing such other related services upon which the Distributor and ING may
		mutually agree.

ING shall provide all personnel, facilities and equipment reasonably necessary in order for it to
perform the functions described in this paragraph with respect to its Customers. ING shall
exercise reasonable care in performing all such services.

4.	Pricing Information, Orders, Settlement.

	(a) Distributor will make shares available to be purchased by the Nominee or by ING
Life, as applicable, on behalf of the Accounts, at the net asset value applicable to each order;
provided, however, that the Plans or the Separate Accounts meet the criteria for purchasing
shares of the Funds at net asset value as described in the Funds’ prospectuses. Fund shares shall
be purchased and redeemed on a net basis for such Plans or such Separate Accounts in such
quantity and at such time determined by ING or the Nominee to correspond with investment
instructions received by ING from contract owners, Plan Representatives or Participants,
provided, however, that the Board of Trustees of the Fund (hereinafter the “Trustees”) may upon
reasonable notice to ING, refuse to sell shares of any Funds to any person, or suspend, or
terminate the offering of any shares of Funds if such action is required by law or by regulatory
authorities having jurisdiction or is, in the sole discretion of the Trustees, acting in good faith and
in the best interests of the shareholders of the Fund shares and is acting in compliance with their
fiduciary obligations under federal and/or any applicable state laws.

	(b) Distributor agrees to furnish or cause to be furnished to ING Financial for each Fund:
(i) confirmed net asset value information as of the close of trading (normally 4:00 p.m., East
Coast time) on the New York Stock Exchange (“Close of Trading”) on each business day that the
New York Stock Exchange is open for business (“Business Day”) or at such other time as the net
asset value of a Fund is calculated as disclosed in the relevant then current prospectus(es) in a
format that includes the Fund’s name and the change from the last calculated net asset value, (ii)
dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund,
the daily accrual or the distribution rate factor. Distributor shall provide or cause to be provided
to ING Financial such information by 6:30 p.m., East Coast time.

	(c) ING Financial, as agent for the Funds solely for the purposes expressed herein shall
receive from contract owners, Plan Representatives or Participants for acceptance as of the Close
of Trading on each Business Day orders for the purchase of shares of the Funds, exchange
orders, and redemption requests and redemption directions with respect to shares of the Funds
held by the Nominee or by ING Life on behalf of its Separate Accounts (“Instructions”). In
addition, ING Financial shall (i) transmit to Distributor such Instructions no later than 9:00 a.m.,
East Coast time on the next following Business Day, and (ii) upon acceptance of any such
Instructions, communicate such acceptance to the contract owners, Plan Representatives or Plan

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Participants, as appropriate (“Confirmation”). The Business Day on which such Instructions are

received in proper form by ING Financial and time stamped by the Close of Trading will be the

date as of which Fund shares shall be deemed purchased, exchanged, or redeemed as a result of

such Instructions (“Trade Date”). Instructions received in proper form by ING Financial and

time stamped after the Close of Trading on any given Business Day shall be treated as if received

on the next following Business Day. ING Financial agrees that all Instructions received by ING

Financial, which will be transmitted to Distributor for processing as of a particular Business Day,

will have been received and time stamped prior to the Close of Trading on that previous Business

Day.

(d) ING Financial will wire payment, or arrange for payment to be wired, for such

purchase orders, in immediately available funds, to a Fund custodial account or accounts

designated by Distributor, as soon as possible, but in any event no later than 4:00 p.m., East

Coast time on the same Business Day after the Trade Date.

(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for

redemption orders, in immediately available funds, to an account or accounts designated by ING

Financial, as soon as possible, but in any event no later than 4:00 p.m. East Coast time on the

next Business Day on which such purchase orders are made by ING in conformance with Section

4(c).

(f) In lieu of applicable provisions set forth in paragraphs 4(c) through 4(e) above, the

parties may agree to execute orders and wire payments for purchases and redemptions through

National Securities Clearing Corporation’s Fund/SERV System, in which case such activities

will be governed by the provisions set forth in Exhibit I to this Agreement. In addition, the

parties may also provide pricing information in accordance with Exhibit I.

(g) Upon Distributor’s request, ING shall provide copies of historical records relating to

transactions between the Funds and the contract owners, Plan Representatives or Participants

investing in such Funds, written communications regarding the Funds to or from such persons,

and other materials, in each case, as may reasonably be requested to enable Distributor or any

other designated entity, including without limitation, auditors, investment advisers, or transfer

agents of the Funds to monitor and review the services being provided under this Agreement, or

to comply with any request of a governmental body or self-regulatory organization or a

shareholder. ING also agrees that ING will permit Distributor or the Funds, or any duly

designated representative to have reasonable access to ING’s personnel and records in order to

facilitate the monitoring of the quality of the services being provided under this Agreement.

(h) ING Financial shall assume responsibility as herein described for any loss to

Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a

contract owner, Plan Representative or Participant subsequent to the date as of which such

Instruction has been received by ING Financial and originally relayed to Distributor, and ING

Financial will immediately pay such loss to Distributor or such Fund upon ING Financial’s

receipt of written notification, with supporting data.

(i) Distributor shall indemnify and hold ING harmless, from the effective date of this

Agreement, against any amount ING is required to pay to contract owners, Plans, Plan

Representatives or Participants due to: (i) an incorrect calculation of a Fund’s daily net asset

value, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily

net asset value, dividend rate, or capital gain distribution rate of a Fund, upon written notification

by ING, with supporting data, to Distributor. In addition, the Fund or the Distributor shall be

liable to ING for systems and out of pocket costs incurred by ING in making a contract owner’s,
a Plan’s or a Participant’s account whole, if such costs or expenses are a result of the Fund’s
failure to provide timely or correct net asset values, dividend and capital gains or financial
information. If a mistake is caused in supplying such information or confirmations, which
results in a reconciliation with incorrect information, the amount required to make a contract
owner’s or a Plan’s or a Participant’s account whole shall be borne by the party providing the
incorrect information, regardless of when the error is corrected.

	(j) Each party shall notify the other of any errors or omissions in any information,
including a net asset value and distribution information set forth above, and interruptions in or
delay or unavailability of, the means of transmittal of any such information as promptly as
possible. ING Financial and Distributor agree to maintain reasonable errors and omissions
insurance coverage commensurate with each party’s respective responsibilities under this
Agreement.

5.	Servicing Fees.

	The provision of shareholder and administrative services, described in Section 3 hereof, to
contract owners or to the Plans shall be the responsibility of ING Financial, ING Life 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 expenses 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 a servicing fee based on the annual rate of
0.25% (0.0625% quarterly) of the average net assets invested in the Funds through the Contracts
or through ING Life’s arrangements with Plans in each calendar quarter. Distributor will make
such payments to ING Life 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 for the quarter and such other supporting data as may be reasonably requested by ING Life.
If required by a Plan or by applicable law, ING Life 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.

6.	12b-1 Fees.

	To compensate ING Financial for its distribution of Fund Shares, Distributor shall make
quarterly payments to ING Financial based on the annual rate of 0.25% (0.0625% quarterly) for
A and N shares and the annual rate of 0.50% (0.125% quarterly) for R shares of the average net
assets invested in the Funds through the Contracts or through ING Life’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.




5

7.	Expenses.

	Distributor shall make available for reimbursement certain out-of-pocket expenses ING
Life incurs in connection with providing shareholder services to contract owners or the Plans.
These expenses include printing costs and actual postage paid by ING Life in connection with
mailing updated prospectuses, supplements and financial reports to contract owners or Plan
Representatives or Participants for which ING Life provides shareholder services hereunder, and
all costs incurred by ING Life associated with proxies for the Fund, including proxy preparation,
group authorization letters, programming for tabulation and necessary materials (including
postage). Except as otherwise agreed in writing, ING shall bear all other expenses incidental to
the performance of the services described herein. Distributor shall, however, provide ING, or at
ING’s request, the Plan, with such sufficient copies of relevant prospectuses for all Participants
making an initial Fund purchase as well as relevant prospectuses, prospectus supplements and
periodic reports to shareholders, and other material as shall be reasonably requested by ING to
disseminate to Plan participants who purchase shares of the Funds.

8.	Termination.

This Agreement shall terminate as to the maintenance of the Account:

	(a) At the option of either ING Life, ING Financial or Distributor upon six (6) months
advance written notice to the other parties;

	(b) At the option of ING Life or ING Financial, if shares of the Funds are not available
for any reason to meet the investment requirements of the Contracts or the Plans; provided,
however, that prompt advance notice of election to terminate shall be furnished by the
terminating entity;

	(c) At the option of either ING Financial or Distributor, upon institution of formal
disciplinary or investigative proceedings against ING Financial, Distributor or the Funds by the
Financial Industry Regulatory Authority (“FINRA”), the Securities and Exchange Commission
(“SEC”), or any other regulatory body;

	(d) At the option of Distributor, if Distributor shall reasonably determine in good faith
that shares of the Funds are not being offered in conformity with the terms of this Agreement;

	(e) At the option of ING, upon termination of the management agreement between the
Fund and its investment adviser; written notice of such termination shall be promptly furnished
to ING;

	(f) Upon the determination of ING Life to substitute for the Fund’s shares the shares of
another investment company in accordance with the terms of the applicable Contracts. ING Life
will give 60 days’ written notice to the Fund and the Distributor of any decision to replace the
Fund’s shares;

	(g) Upon assignment of this Agreement by any party, unless made with the written
consent of all other parties hereto; provided, however, that ING Financial and ING Life may
assign, without consent of Distributor, their respective duties and responsibilities under this
Agreement to any of their affiliates, and provided, further, that ING Financial or ING Life may
enter into subcontracts with other dealers for the solicitation of sales of shares of the Funds
without the consent of Distributor, or

6

	(h) If the Fund’s shares are not registered, issued or sold in conformance with federal
law or such law precludes the use of Fund shares as an investment vehicle for the Contracts or
the Plans; provided, however, that prompt notice shall be given by any party should such
situation occur.

9.	Continuation of Agreement.

	Termination as the result of any cause listed in Section 8 hereof shall not affect the Funds’
respective obligations to continue to maintain the Account as an investment option for Contracts
then in force for which its shares serve or may serve as the underlying medium, or for Plans
electing to invest in the Funds prior to the termination of this Agreement. For avoidance of
doubt, servicing fee will continue to be payable under the terms in Section 5 (Servicing Fees)
after the termination, for as long as fund assets are held through the contracts or through ING
Life’s arrangement with plans.

10.	Advertising and Related Materials.

	(a) Advertising and literature with respect to the Funds prepared by ING Financial or the
Nominee or its agents for use in marketing shares of the Funds to contract owners or Plans
(except any material that simply lists the Funds’ names) shall be submitted to Distributor for
review and approval before such material is used with the general public or any contract owner,
Plan, Plan Representative, or Participant. Distributor shall advise the submitting party in writing
within three (3) Business Days of receipt of such materials of its approval or disapproval of such
materials.

	(b) Distributor will provide to ING at least one complete copy of all prospectuses,
statements of additional information, annual and semiannual reports and proxy statements, other
related documents, and all amendments or supplements to any of the above documents that relate
to the Funds promptly after the filing of such document with the SEC or other regulatory
authorities. Distributor will also provide to ING an electronic copy of all prospectuses,
statements of additional information, annual and semiannual reports, and all amendments or
supplements suitable for posting on ING’s websites at our discretion.

	(c) Distributor will provide via Excel spreadsheet diskette format or in electronic
transmission to ING at least quarterly portfolio information necessary to update Fund profiles
within seven business days following the end of each quarter.

11.	Proxy Voting.

	ING or the Nominee will distribute to contract owners, Plan Representatives or Participants
all proxy materials furnished by Distributor or its designees for the Funds. ING and the
Nominee shall not oppose or interfere with the solicitation of proxies for Fund shares held for
such beneficial owners.




7

12. Indemnification.

(a) ING agrees to indemnify and hold harmless the Funds, Distributor and each of their

directors, officers, employees, agents and each person, if any, who controls the Funds or their

investment adviser within the meaning of the Securities Act of 1933 (“1933 Act”) against any

losses, claims, damages or liabilities to which the Funds, Distributor or any such director, officer,

employee, agent, or controlling person may become subject, insofar as such losses, claims,

damages, or liabilities (or actions in respect thereof) (i) arise out of, or are based upon, the

provision of administrative services by ING Life under this Agreement, or (ii) result from a

breach of a material provision of this Agreement. ING will reimburse any legal or other expenses

reasonably incurred by Distributor or any such director, officer, employee, agent, or controlling

person in connection with investigating or defending any such loss, claim, damage, liability or

action; provided, however, that ING will not be liable for indemnification hereunder to the extent

that any such loss, claim, damage, liability or action arises out of or is based upon the gross

negligence or willful misconduct of Distributor or any such director, officer, employee, agent or

any controlling person herein defined in performing their obligations under this Agreement.

(b) Distributor agrees to indemnify and hold harmless each of ING Financial and ING

Life, the Nominee and each of their directors, officers, employees, agents and each person, if

any, who controls ING Financial and ING Life and the Nominee within the meaning of the 1933

Act against any losses, claims, damages or liabilities to which ING Financial or ING Life, the

Nominee, or any such director, officer, employee, agent or controlling person may become

subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i)

arise out of or are based upon any untrue statement of any material fact contained in the

registration statement, prospectus or sales literature of the Funds or arise out of, or are based

upon, the omission or the alleged omission to state a material fact that is necessary to make the

statements therein not misleading or (ii) result from a breach of a material provision of this

Agreement. Distributor will reimburse any legal or other expenses reasonably incurred by ING

Financial or ING Life, the Nominee, or any such director, officer, employee, agent, or

controlling person in connection with investigation or defending any such loss, claim, damage,

liability or action; provided, however, that will not be liable for indemnification hereunder to the

extent that any such loss, claim, damage or liability arises out of, or is based upon, the gross

negligence or willful misconduct of ING Financial or ING Life, the Nominee or their respective

directors, officers, employees, agents, or any controlling person herein defined in the

performance of their obligations under this Agreement.

commencement of action, such indemnified party will, if a claim in respect thereof is to be made

against the indemnifying party hereunder, notify the indemnifying party of the commencement

thereof, but the omission so to notify the indemnifying party will not relieve it from any liability

that it may have to any indemnified party otherwise than under this Section 12. In case any such

action is brought against any indemnified party, and it notifies the indemnifying party of the

commencement thereof, the indemnifying party will be entitled to participate therein and, to the

extent that it may wish to, assume the defense thereof, with counsel satisfactory to such

indemnified party, and after notice from the indemnifying party to such indemnified party of its

election to assume the defense thereof, the indemnifying party will not be liable to such

indemnified party under this Section 12 for any legal or other expenses subsequently incurred by

such indemnified party in connection with the defense thereof other than reasonable costs of

investigation.

This section shall survive after termination of this agreement.

13. Representations and Warranties.

(a) Representations of ING Life. ING Life represents and warrants:

(i) that it (1) is a life insurance company organized under the laws of the State of

Connecticut, (2) is in good standing in that jurisdiction, (3) is in material compliance with all

applicable federal and state insurance 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.

(b) Representations of ING Financial. ING Financial represents and warrants:

(i) that it (1) is a member in good standing of the FINRA, (2) is registered as a broker-

dealer with the SEC, and (3) will continue to remain in good standing and be so registered during

the term of this Agreement;

(ii) that it (1) is a limited liability company duly 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, state and securities laws, (4) is duly registered and authorized to conduct

business in every jurisdiction where such registration or authorization is required, and will

maintain such registration 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 the terms of this Agreement;

(iii) that it is authorized under the Plans to make available investments of Plan assets in

the name of the Nominee of each Plan or in the name of ING Life in shares of investment

companies or other investment vehicles specified by Plan Representatives or Participants; and

(iv) that it will not, without the written consent of Distributor, make representations

concerning shares of the Funds except those contained in the then-current prospectus and in the

current printed sales literature approved by either the Fund or Distributor.

(i) that the Funds (1) are duly organized under the laws of the various states, (2) are in

good standing in such jurisdictions, (3) are in material compliance with all applicable federal,

state and securities laws, and (4) are duly licensed and authorized to conduct business in every

jurisdiction where such license or authorization is required;

(ii) that the shares of the Funds are registered under the 1933 Act, duly authorized for

issuance and sold in compliance with the laws of the States and all applicable federal, state, and

securities laws; that the Funds amend their registration statements under the 1933 Act and the

1940 Act from time to time as required or in order to effect the continuous offering of its shares;

and that the Funds have registered and qualified its shares for sale in accordance with the laws of

each jurisdiction where it is required to do so;

(iii) that the Funds are currently qualified as regulated investment companies under

Subchapter M of the Internal Revenue Code of 1986, as amended, and will make every effort to

maintain such qualification, and that Distributor will notify ING Financial and ING Life

immediately upon having a reasonable basis for believing that any of the Funds have ceased to so

qualify or that any might not qualify in the future;

(iv) that Distributor (1) is a member in good standing of the FINRA, (2) is registered as

a broker-dealer with the SEC, and (3) will continue to remain in good standing and be so

registered during the term of this Agreement; and

(v) that Distributor (1) is a corporation duly 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, state, and securities laws, (4) is duly registered and authorized in every

jurisdiction where such license or registration is required, and will maintain such registration 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 the terms of this Agreement.

14. Governing Law.

This Agreement and all the rights and obligations of the parties shall be governed by and

construed under the laws of the State of Connecticut without giving effect to the principles of

conflicts of laws and the provisions shall be continuous.

15. Miscellaneous.

(a) Amendment and Waiver. Neither this Agreement nor any provision hereof may be

amended, waived, discharged or terminated orally, but only by an instrument in writing signed

by all parties hereto.

(b) Anti-Money Laundering. Each of the parties to this Agreement will establish and

maintain programs, policies and procedures as required by federal, state or local law to detect

and prevent money laundering. Each party shall cooperate with the others to the extent required

by law to facilitate implementation of each other’s anti-money laundering (AML) program,

which may include annual AML compliance certifications, periodic AML due diligence reviews

and/or other requests deemed necessary to ensure compliance with the AML regulations.

prevent frequent purchases and redemptions of any Fund shares in quantities great enough to

disrupt orderly management of the corresponding Fund’s investment portfolio. ING Life has

adopted its own excessive trading policy. ING Life has modified its excessive trading policy, a

copy of which is attached as Exhibit II (the “Policy”). This Policy became effective and

operational on October 16, 2007. ING Life does not monitor trading in fund shares on behalf of,

or in accordance with disclosed policies of, any fund groups; however, ING Life monitors

individual Participant and contract owner trading in accordance with its Policy. ING Life will

use its best efforts, and shall reasonably cooperate with the Distributor and the Funds.

Furthermore, ING Life will execute any instructions from the Distributor or the Funds to restrict

or prohibit further purchases or exchanges of Fund shares by an individual participant or contract

owner who has been identified by the Distributor or the Funds as having engaged in transactions

in Fund shares that violate market timing policies established by the Funds. The parties shall use

their best efforts, and shall reasonably cooperate with each other to prevent future market timing

and frequent trading.

Additionally, the parties entered into a separate shareholder information agreement which

became effective on April 16, 2007. ING Life agrees to provide to the Funds certain shareholder

identity and transaction information upon the Fund’s request as provided by the shareholder

information agreement executed by both parties. ING Life agrees to continue to monitor and

deter excessive trading in the Funds which are available through ING Life’s variable products in

accordance with ING Life’s modified excessive trading policy which is attached to and made a

part of said shareholder information agreement.

(d) 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 Financial/ING:

ING Financial Advisers, LLC/ING Life Insurance and Annuity Company

One Orange Way, B3N

Windsor, CT 06095-4774

Attention: Michael Eldredge (860) 580-2591

Worksite Investment Products

To Distributor:

Fred Alger & Company, Inc.

111 Fifth Avenue

New York, NY 10003

Attention: General Counsel

Fax: (212) 806-2957

Any notice, demand or other communication given in a manner prescribed in this Subsection (d)

shall be deemed to have been delivered on receipt.

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the benefit

of the parties hereto and their respective permitted successors and assigns.

(f) Counterparts. This Agreement may be executed in any number of counterparts, all of

which taken together shall constitute one agreement, and any party hereto may execute this

Agreement by signing any such counterpart.

(g) Severability. In case any one or more of the provisions contained in this Agreement

should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability

of the remaining provisions contained herein shall not in any way be affected or impaired

thereby.

(h) Entire Agreement. This Agreement, including any Exhibits attached hereto and a part

hereof, constitutes the entire agreement and understanding between the parties hereto relating to

the subject matter hereof, and supersedes all prior agreement and understandings relating to such

subject matter.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly
authorized officers as of the date first written above.


ING LIFE INSURANCE AND ANNUITY COMPANY


By	/s/ Michael C. Eldredge
Name	Michael Eldredge
Title	Vice President


ING FINANCIAL ADVISERS, LLC


By	/s/ Michael J. Pise
Name	Michael J. Pise
Title	V.P. Advisory Services


FRED ALGER & COMPANY, INCORPORATED


By	/s/ Lisa Moss
Name:	Lisa Moss
Title:	Vice President



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Schedule A

For any additional separate accounts

A-1

EXHIBIT I

SELLING AND SERVICES AGREEMENT

Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation’s

Mutual Fund Profile System and Mutual Fund Settlement, Entry and Registration Verification

System

1. As provided in Section 4(f) of the amended and restated Selling and Services Agreement and

Fund Participation Agreement, the parties hereby agree to provide pricing information, execute

orders and wire payments for purchases and redemptions of Fund shares through National

Securities Clearing Corporation (“NSCC”) and its subsidiary systems as follows:

(a) Distributor or the Funds will furnish to ING Financial or its affiliate through NSCC’s Mutual

Fund Profile System (“MFPS”) as well as via fax directly to ING at 860-723-9601 (1) the

most current net asset value information for each Fund, (2) a schedule of anticipated dividend

and distribution payment dates for each Fund, which is subject to change without prior

notice, ordinary income and capital gain dividend rates on the Fund’s ex-date, and (3) in the

case of fixed income funds that declare daily dividends, the daily accrual or the interest rate

factor. All such information shall be furnished to ING Financial or its affiliate by 6:30 p.m.

Eastern Time on each business day that the Fund is open for business (each a “Business

Day”). Changes in pricing information will be communicated to both NSCC and ING

Financial or its affiliate.

(b) Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as of

the time at which a Fund’s net asset value is calculated as specified in such Fund’s

prospectus (“Close of Trading”) on each Business Day (“Instructions”), and upon its

determination that there are good funds with respect to Instructions involving the purchase of

Shares, ING Financial or its affiliate will calculate the net purchase or redemption order for

each Fund. Orders for net purchases or net redemptions derived from Instructions received

by ING Financial or its affiliate prior to the Close of Trading on any given Business Day will

be sent to the Defined Contribution Interface of NSCC’s Mutual Fund Settlement, Entry and

Registration Verification System (“Fund/SERV”) by 5:00 a.m. Eastern Time on the next

Business Day. Subject to ING Financial’s or its affiliate’s compliance with the foregoing,

ING Financial or its affiliate will be considered the agent of the Distributor and the Funds,

and the Business Day on which Instructions are received by ING Financial or its affiliate in

proper form prior to the Close of Trading will be the date as of which shares of the Funds are

deemed purchased, exchanged or redeemed pursuant to such Instructions. Instructions

received in proper form by ING Financial or its affiliate after the Close of Trading on any

given Business Day will be treated as if received on the next following Business Day.

Dividends and capital gains distributions will be automatically reinvested at net asset value in

accordance with the Fund’s then current prospectuses.

Firm Number, in immediately available funds, to an NSCC settling bank account designated

by ING Financial or its affiliate no later than 5:00 p.m. Eastern time on the same Business

Day such purchase orders are communicated to NSCC. For purchases of shares of daily

dividend accrual funds, those shares will not begin to accrue dividends until the day the

payment for those shares is received.

B-1

(d) NSCC will wire payment for net redemption orders by Fund, in immediately available funds,

to an NSCC settling bank account designated by ING Financial or its affiliate, by 5:00 p.m.

Eastern Time on the Business Day such redemption orders are communicated to NSCC,

except as provided in a Fund’s prospectus and statement of additional information.

(e) With respect to (c) or (d) above, if Distributor does not send a confirmation of ING

Financial’s or its affiliate’s purchase or redemption order to NSCC by the applicable deadline

to be included in that Business Day’s payment cycle, payment for such purchases or

redemptions will be made the following Business Day.

(f) If on any day ING Financial or its affiliate or Distributor is unable to meet the NSCC

deadline for the transmission of purchase or redemption orders, it may at its option transmit

such orders and make such payments for purchases and redemptions directly to Distributor or

to ING Financial or its affiliate, as applicable, as is otherwise provided in Section 4 of the

Agreement.

(g) These procedures are subject to any additional terms in each Fund’s prospectus and the

requirements of applicable law. The Funds reserve the right, at their discretion and without

notice, to suspend the sale of shares or withdraw the sale of shares of any Fund.

2. ING Financial or its affiliate, Distributor and clearing agents (if applicable) are each required

to have entered into membership agreements with NSCC and met all requirements to participate

in the MFPS and Fund/SERV systems before these procedures may be utilized. Each party will

be bound by the terms of their membership agreement with NSCC and will perform any and all

duties, functions, procedures and responsibilities assigned to it and as otherwise established by

NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level

utilized.

3. Except as modified hereby, all other terms and conditions of the Agreement shall remain in

full force and effect. Unless otherwise indicated herein, the terms defined in the Agreement shall

have the same meaning as in this Exhibit.

B-2

EXHIBIT II

ING “Excessive Trading” Policy

The ING family of insurance companies (“ING”), as providers of multi-fund variable insurance
and retirement products, has adopted this Excessive Trading Policy to respond to the demands of
the various fund families which make their funds available through our variable insurance and
retirement products to restrict excessive fund trading activity and to ensure compliance with
Section 22c-2 of the Investment Company Act of 1940, as amended. ING’s current definition of
Excessive Trading and our policy with respect to such trading activity is outlined below.

1.	ING actively monitors fund transfer and reallocation activity within its variable insurance and retirement products to identify Excessive Trading.

	ING currently defines Excessive Trading as:
	a.	More than one purchase and sale of the same fund (including money market funds)
		within a 60 calendar day period (hereinafter, a purchase and sale of the same fund is
		referred to as a “round-trip”). This means two or more round-trips involving the
		same fund within a 60 calendar day period would meet ING’s definition of
		Excessive Trading; or
	b.	Six round-trips within a twelve month period.

	The following transactions are excluded when determining whether trading activity is
	excessive:
	a.	Purchases or sales of shares related to non-fund transfers (for example, new
		purchase payments, withdrawals and loans);
	b.	Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or
		scheduled asset allocation programs;
	c.	Purchases and sales of fund shares in the amount of $5,000 or less;
	d.	Purchases and sales of funds that affirmatively permit short-term trading in their fund
		shares, and movement between such funds and a money market fund; and
	e.	Transactions initiated by a member of the ING family of insurance companies.

2.	If ING determines that an individual has made a purchase of a fund within 60 days of a prior
	round-trip involving the same fund, ING will send them a letter warning that another sale of
	that same fund within 60 days of the beginning of the prior round-trip will be deemed to be
	Excessive Trading and result in a six month suspension of their ability to initiate fund
	transfers or reallocations through the Internet, facsimile, Voice Response Unit (VRU),
	telephone calls to the ING Customer Service Center, or other electronic trading medium that
	ING may make available from time to time (“Electronic Trading Privileges”). Likewise, if
	ING determines that an individual has made five round-trips within a twelve month period,
	ING will send them a letter warning that another purchase and sale of that same fund within
	twelve months of the initial purchase in the first round-trip in the prior twelve month period
	will be deemed to be Excessive Trading and result in a six month suspension of their
	Electronic Trading Privileges. According to the needs of the various business units, a copy of
	the warning letters may also be sent, as applicable, to the person(s) or entity authorized to
	initiate fund transfers or reallocations, the agent/registered representative or investment
	adviser for that individual. A copy of the warning letters and details of the individual’s
	trading activity may also be sent to the fund whose shares were involved in the trading
	activity.

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3.	If ING determines that an individual has used one or more of its products to engage in
	Excessive Trading, ING will send a second letter to the individual. This letter will state that
	the individual’s Electronic Trading Privileges have been suspended for a period of six
	months. Consequently, all fund transfers or reallocations, not just those which involve the
	fund whose shares were involved in the Excessive Trading activity, will then have to be
	initiated by providing written instructions to ING via regular U.S. mail. During the six month
	suspension period, electronic “inquiry only” privileges
	will be permitted where and when possible. A copy of the letter restricting future transfer
	and reallocation activity to regular U.S. mail and details of the individual’s trading activity
	may also be sent to the fund whose shares were involved in the Excessive Trading activity.

4.	Following the six month suspension period during which no additional Excessive Trading is
	identified, Electronic Trading Privileges may again be restored. ING will continue to
	monitor the fund transfer and reallocation activity, and any future Excessive Trading will
	result in an indefinite suspension of the Electronic Trading Privileges. Excessive Trading
	activity during the six month suspension period will also result in an indefinite suspension of
	the Electronic Trading Privileges.

5.	ING reserves the right to limit fund trading or reallocation privileges with respect to any
	individual, with or without prior notice, if ING determines that the individual’s trading
	activity is disruptive, regardless of whether the individual’s trading activity falls within the
	definition of Excessive Trading set forth above. Also, ING’s failure to send or an
	individual’s failure to receive any warning letter or other notice contemplated under this
	Policy will not prevent ING from suspending that individual’s Electronic Trading Privileges
	or taking any other action provided for in this Policy.

6.	Each fund available through ING’s variable insurance and retirement products, either by
	prospectus or stated policy, has adopted or may adopt its own excessive/frequent trading
	policy. ING reserves the right, without prior notice, to implement restrictions and/or block
	future purchases of a fund by an individual who the fund has identified as violating its
	excessive/frequent trading policy. All such restrictions and/or blocking of future fund
	purchases will be done in accordance with the directions ING receives from the fund.



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