ex24b8101parnassusfpasadated.htm - Generated by SEC Publisher for SEC Filing

EX-24 11 ex24b8101parnassusfpasadated.htm EX. 24(B)8.101) PARNASSUS SSA-FPA DATED 9.1.2008 ex24b8101parnassusfpasadated.htm - Generated by SEC Publisher for SEC Filing


Exhibit 24(b)(8.101)

SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT


	THIS AGREEMENT is made and entered into as of this _1_ day of
September, 2008 by and between ING Life Insurance and Annuity Company (“ING
Life”), ING Financial Advisers, LLC (“ING Financial”) (collectively, “ING”), and
Parnassus Funds Distributor (“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”).

	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 (“Tax Code”), certain nonqualified deferred compensation arrangements, and
custodial accounts under Section 403(b)(7) or 408 of the Tax 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 [Directors] of the Fund (hereinafter the “Trustees” [“Directors”]) 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
[Directors], 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 unless extraordinary

circumstances are encountered in which case Distributor shall notify ING Financial of the

delay and shall provide such information no later than 7:00 p.m.

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 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 redemption 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

(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. ^*SMD– ING 10/7/08

	The provision of shareholder and administrative services 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 expense 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.__% (0.__% 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 be invoiced and 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.

* Equity Income Fund – Institutional Shares is excluded from revenue sharing.

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% (0% 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 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.

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

	(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 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.


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.

	(c) Promptly after receipt by an indemnified party hereunder of notice of the
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.

	(c) Representations of Distributor. Distributor represents and warrants:

	(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 California (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 to the extent such law is not


superseded by federal law 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.

(c) Restrictions on “Excessive Trading.” The Funds have adopted policies designed to
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 recently modified
its excessive trading policy. A copy of such modified policy is attached as Exhibit II (the
“Policy”). This Policy became effective and operational on October 16, 2007. The
Company 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 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 on September 1, 2008 effective September 1,
2008. 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 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:

Parnassus Funds Distributor

1 Market St., Ste. 1600

San Francisco, CA 94105

Attention: Bill Fraser

415-778-0200

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 apart 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/ David A. Kelsey
Name	David A. Kelsey
Title	V.P.

ING FINANCIAL ADVISERS, LLC


By	/s/ David A. Kelsey
Name	David A. Kelsey
Title	V.P. B/D Operations


DISTRIBUTOR


By	/s/ Bill Fraser
Name: Bill Fraser
Title: Director of Shareholder Services

Schedule A

For any additional separate accounts

EXHIBIT I

SELLING AND SERVICES AGREEMENT and FUND PARTICIPATION

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 of the 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 860-580-

0413 (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.

NSCC 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.

(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.

The following list of Funds shall be made available through the Program. This list shall be updated by Fund Affiliate within thirty days of any change.


Name of Fund	Ticker	CUSIP
The Parnassus Fund	PARNX	701765109
Equity Income Fund – Investor Shares	PRBLX	701769101
Fixed-Income Fund	PRFIX	701769200
Workplace Fund	PARWX	701765869
Mid-Cap Fund	PARMX	701765885
Small-Cap Fund	PARSX	701765877

Equity Income Fund – Institutional Shares is excluded from revenue sharing.

Equity Income Fund – Institutional Shares

PRILX

701769408

EXHIBIT II

ING Excessive Trading Policy (the “Policy”) as of October 16, 2007

The ING family of 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.
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.