ex24b8120munderssafpa.htm - Generated by SEC Publisher for SEC Filing


Exhibit 24(b)(8.120)
SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT


	THIS AGREEMENT, made and entered into as of this 10^thday of August, 2005 by
and among ING Life Insurance and Annuity Company (“ING Life”), ING Financial
Advisers, LLC (“ING Financial”) (collectively, “ING”), and Munder Series Trust and
Munder Series Trust II, on behalf of their respective series (each a “Fund” or collectively
the “Funds”).

	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 issued by ING
Life (the “Contracts”); and

	WHEREAS, ING Life has established Variable Annuity Accounts B, C, D and F
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



@BCL@90100130.docx


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. ING Life further represents that the
Separate Accounts are permitted by law to invest in the Funds, which are otherwise open
to the public for investment. 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.	Pricing Information, Orders, Settlement.

	(a) The Funds 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.

	(b) The Funds agree to furnish or cause to be furnished to ING Financial for each
Fund: (i) confirmed net asset value information calculated as of the close of trading
(currently 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 each Fund’s
name and the change from the last calculated net asset value, (ii) dividend and capital


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gains information as it arises, and (iii) in the case of a fixed income fund, the daily

accrual or the distribution rate factor. The Funds shall provide or cause to be provided to

ING Financial such information by 6:30 p.m., East Coast time.

shall: (i) accept from Contract owners, Plan Representatives or Participants 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”) received each Business Day, (ii)

transmit to the Funds’ transfer agent (“Transfer Agent”) such Instructions no later than

9:00 a.m., East Coast time on the next following Business Day, and (iii) 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. 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 the Transfer Agent 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 as soon as

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

Day on which such purchase orders are transmitted to the Transfer Agent by ING in

conformance with Section 3(c).

(e) The Funds or their 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 same Business Day on which such redemption orders are

transmitted to the Transfer Agent in conformance with Section 3(c).

(f) In lieu of applicable provisions set forth in paragraphs 3(c) through 3(e) above,

the parties may agree to provide pricing information, 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; provided, however, that in the event any transaction

cannot be processed through NSCC’s Fund/SERV System for any reason, the provisions

of paragraphs 3(c) through 3(e) will apply.

(g) Upon request of the Funds, 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 the Funds 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 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 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 the Transfer Agent, and ING
Financial will immediately reimburse such Fund for the amount of the loss upon ING
Financial’s receipt of written notification, with supporting data.

	(i) Each Fund 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 the Funds. In addition,
each Fund 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 the Funds agree to maintain reasonable errors
and omissions insurance coverage commensurate with each party’s respective
responsibilities under this Agreement.

4.	Servicing Fees.

	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 the Funds. The Nominee, or ING Life on behalf of its
Separate Accounts, will be recognized as the sole shareholder of Fund shares purchased


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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, the Funds agree to pay to ING Life a servicing fee based on the
annual rate of ___% (___% quarterly) of the average net assets invested in Class A and/or
Class Y shares of the Funds through the Contracts or through ING Life’s arrangements
with Plans in each calendar quarter, except that there shall be no fee paid on assets
invested in the Munder Index Funds or Munder Money Market Funds. The Funds 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
servicing fees 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 the Funds to offset
other fees payable by the Plan to ING Life.

Periodically, upon reasonable request of the Funds, ING will provide information to the
Funds necessary to meet requests of their Board.

5.	12b-1 Fees. [Not Applicable]

6.	Expenses.

	Provided that ING Life provides the Funds with reasonable annual estimates (each
September) of the number of Contract owners, Plan Representatives and Participants to
whom it plans to mail updated Fund prospectuses, supplements and financial reports, the
Funds 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 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.
The Funds 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 to disseminate to Participants who purchase shares of the
Funds, provided that ING provides the Funds with reasonable annual estimates (each
September) of the number of Participants to whom such documents will be disseminated.




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7.	Termination.

This Agreement shall terminate as to the maintenance of one or more Accounts:

	(a) At the option of either ING Life, ING Financial or the Funds upon 60 days’
advance written notice to the other parties; provided, however, that Section 11 shall
continue in full force and effect after termination of this Agreement;

	(b) With respect to an individual Fund, at the option of ING Life or ING Financial,
if shares of a Fund 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 or the Funds, upon institution of formal disciplinary
or investigative proceedings against ING Life, ING Financial or the Funds by the
National Association of Securities Dealers, Inc. (“NASD”), SEC, or any other applicable
regulatory body;

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

	(e) With respect to an individual Fund, 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) With respect to an individual Fund, 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 Funds 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 any of the parties may assign,
without consent of the other parties, their respective duties and responsibilities under this
Agreement to any of their affiliates or any company that acquires or succeeds to all or a
portion of its business;

	(h) If the Funds’ 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.




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8.	Continuation of Agreement.

	Termination as the result of any cause listed in Section 7 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.

9.	Advertising and Related Materials.

	(a) Advertising and literature with respect to the Funds, including Fund profiles,
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 the Funds for review and approval before such material is
used with the general public or any Contract owner, Plan, Plan Representative, or
Participant. The Funds 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) The Funds 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. The Funds will also provide or cause to be
provided 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) The Funds 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, provided that the
provision of such information is consistent with the Funds’ Policies for Disclosure of
Portfolio Holdings.

10. Proxy Voting.

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

11. Indemnification.

	(a) ING agrees to indemnify and hold harmless each of the Funds and each of their
directors, officers, employees, agents and each person, if any, who controls the Funds or


7

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 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 under this Agreement, or (ii)

result from a breach of any representation, warranty, covenant or any other material

provision of this Agreement. ING will reimburse any legal or other expenses reasonably

incurred by the Funds 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 the Funds or any such director,

officer, employee, agent or any controlling person herein defined in performing their

obligations under this Agreement.

(b) Each of the Funds 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 any representation, warranty, covenant or any

other material provision of this Agreement. The Funds 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 the

Funds 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 11. 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 11 for any legal or other expenses subsequently incurred by such indemnified

party in connection with the defense thereof other than reasonable costs of investigation.

12. 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 the performance of its obligations hereunder will not

violate, impair or conflict with any governing documents or agreements of ING Life or

any applicable law, rule or regulation, including without limitation the Employee

Retirement Income Security Act of 1974, as amended (“ERISA”);

(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 Accounts and has all

requisite registrations and licenses to provide such services and facilitate such

transactions;

(iii) ING will monitor Participant trading activity and will attempt to discourage

excessive trading activity. ING’s efforts may include sending warning letters to

Participants who are engaging in excessive trading and suspending Participants’

electronic or phone trading privileges. ING will also reasonably cooperate with the Funds

to curb Participants’ excessive trading activity in the Funds if brought to ING’s attention

by the Fund;’

(iv) to the extent ING Life develops and implements the requisite fully-automated

systems functionality to assess short-term trading (redemption) fees on Participant

accounts, ING Life will notify the Funds of such capability and assess short-term trading

fees in accordance with the terms of the Funds’ Prospectuses and remit payment of such

fees to the Funds; and

(v) that the fees payable to ING under this Agreement will be properly disclosed

to the Plans and/or their Participants in accordance with applicable law.

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

(i) that it (1) is a member in good standing of the NASD, (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 and the

performance of its obligations hereunder will not violate, impair or conflict with any

governing documents or agreements of ING Financial or any applicable law, rule or

regulation;

(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;

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

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

prospectus and in the current printed sales literature approved by the Funds; and

(v) that it has in place internal controls and procedures reasonably designed to

prevent late-day trading in shares of the Funds, i.e., placing orders to purchase or sell

shares of the Fund on a given Business Day after the Close of Trading on such Business

Day.

(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 the Funds 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 (1) Munder Series Trust is a statutory trust duly organized under the laws

of the State of Delaware and Munder Series Trust II is a statutory trust duly organized

under the laws of the State of Massachusetts (2) both are in good standing in their

respective jurisdictions, (3) the Funds are in material compliance with all applicable

federal, state, and securities laws, (4) both are 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) each of the Funds has full authority to enter into this Agreement and carry out its

obligations pursuant to the terms of this Agreement

13. Security of Records.

(a) ING represents that it has implemented or will implement applicable

procedures and systems to safeguard the unauthorized access to, loss of, or damage to, the

records it will keep under this Agreement. Such procedures will insulate the records and

other data relating to the Plans’ investments in the Funds from damage and loss

attributable to fire, theft, power failures and other uncontrollable loss or acts of God.

ING will make such changes to the procedures and systems, from time to time, and as in

its judgment, which are required for the secure performance of the services provided

under this Agreement. ING shall review such systems and procedures on a periodic basis.

(b) ING shall enter into, and shall maintain in effect with appropriate parties, one

or more agreements making reasonable provision for periodic backup of computer files

and data with respect to Plans’ investments in the Funds and emergency use of electronic

data processing equipment. In the event of equipment failures, ING shall, at no additional

expense to the Funds, take all reasonable steps to minimize service interruptions. ING

shall have no liability with respect to the loss of data or service interruptions caused by

equipment failures, provided such loss or interruption is not caused by the negligence of

ING and provided further that ING has complied with the provisions of this 13(b).

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 Delaware 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) 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

151 Farmington Avenue

Hartford, CT 06156

Attention: Lisa Gilarde

(860) 723-3405

To the Funds:

The Munder Funds

480 Pierce Street

Birmingham, MI 48009

Attn: Chief Legal Officer

Fax: (248) 644-6361

Any notice, demand or other communication given in a manner prescribed in this

Subsection (b) shall be deemed to have been delivered on receipt.

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

(d) 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.

(e) 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.

(f) Entire Agreement. This Agreement 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.

(g) Separate Agreements. The parties affirm and agree that this Agreement shall

be enforced as a separate, individual agreement as between each of ING Financial and

ING Life and each of Munder Series Trust and Munder Series Trust II. Each such trust or

corporation shall be responsible only for its assets and liabilities, and nothing in this

Agreement shall be interpreted to combine any obligations of, or claims against, one trust

or corporation with those of any other trust or corporation.

(h) Massachusetts Business Trust. The name, “Munder Series Trust II” and

“Trustees of Munder Series Trust II” refer respectively to the Trust created and to the

Trustees as trustees, not individually or personally, acting from time to time under a

Declaration of Trust dated October 30, 1996, as amended, which is hereby referred to and

a copy of which is on file at the office of Secretary of the Commonwealth of

Massachusetts and at the principal office of the Trust. The obligations of “Munder Series

Trust II” entered into the name or on behalf thereof by any of the Trustees, officers,

representatives or agents are not made individually, but in such capacities, and are not

binding upon any of the Trustees, shareholders, officers, representatives or agents of the

trust personally, but bind only the respective Trust property, and all persons dealing with

any class of shares of the Trust must look solely to the Trust property belonging to such

class for the enforcement of any claims against the Trust.

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

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

and prevent money laundering, and 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.

[Signatures Appear on the Following Page]

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 3(f) 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) The Funds will furnish or cause to be furnished to ING Financial or its affiliate through

NSCC’s Mutual Fund Profile System (“MFPS”) (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”) or at such other time as that information becomes available. 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 prior to 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 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 begin to accrue dividends in
	accordance with the applicable Fund’s policies as described in the Fund’s current
	prospectus.

(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 the Funds or their designee 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 the Funds or their designee are 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 the Funds or their designee or to ING Financial or its affiliate,
	as applicable, as is otherwise provided in 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, the Funds’ 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. ING Financial or its affiliate 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. The Funds agree to be bound by the terms of the membership agreement
between NSCC and the Funds’ distributor and will perform or cause to be performed 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.




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ING LIFE INSURANCE AND ANNUITY COMPANY

By	/s/ Laurie M. Tillinghast
Name Laurie M. Tillinghast
Title Vice President

ING FINANCIAL ADVISERS, LLC

By	/s/ David Kelsey
Name David Kelsey
Title Vice President


MUNDER SERIES TRUST
MUNDER SERIES TRUST II, on behalf of their
respective series

By	/s/ Melanie Mayo West
Name	Melanie Mayo West
Title	Asst. Secretary




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