SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT

Exhibit 24(b)(8.166)

SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT

THIS AGREEMENT is made and entered into as of this 15th day of September,
2008 by and between ING Life Insurance and Annuity Company (“ING Life”), ING
Financial Advisers, LLC (“ING Financial”) (collectively, “ING”), Victory Capital
Advisers, Inc. (the “Distributor”), Victory Capital Management (the “Advisor”) for the
sole purpose of paying certain compensation described in Section 5, and The Victory
Portfolios (the “Trust”), a Delaware statutory trust on behalf of those investment
company portfolios listed on Schedule B (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 an 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 sub-accounting services and maintaining accurate sub- accounting 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, the Funds, 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 a 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 by fax or
electronic mail to ING Financial such information by 6:30 p.m., East Coast time, unless
extraordinary circumstances are encountered in which case ING Financial shall be
notified of the delay and shall be provided such information no later than 7:00 p.m., or
later as may be agreed upon.

(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 the Funds or
their designees 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 the Funds or their
designees 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 the Funds or their designees, 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) 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 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 I.

(g) Upon a Fund’s or it’s designee’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 the Fund or designee, 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 indemnify and hold harmless the Distributor and the Funds
for any loss 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 Funds or
their designee, and ING Financial will immediately pay such loss, 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 reasonable 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 or Distributor’s failure to provide
timely or correct net asset values, dividend and capital gains or financial information.
However, ING agrees that before any such “reasonable out of pocket costs” are incurred,
ING will provide Fund or the Distributor with a written good faith estimate of such costs
or expenses and will not incur any costs or expenses until Fund or the Distributor
approves the estimate. 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 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 Advisor or 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, Advisor agrees to pay to ING
Life a servicing fee based on the annual rate of the average net assets invested in the
Funds through the Contracts or through ING Life’s arrangements with Plans in each
calendar quarter, as described in Schedule B, attached hereto and made a part hereof.
Advisor will make such payments to ING Life within thirty (30) days after the end of
each calendar quarter. Each payment will be calculated by Advisor and verified by a
statement or invoice provided 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 Advisor to
offset other fees payable by the Plan to ING Life.

6.	12b-1 Or Shareholder Servicing Fees.

To compensate ING Financial for its services, Funds or Distributor shall make
monthly payments to ING Financial based on the annual rate of the average net assets
invested in the Funds through the Contracts or through ING Life’s arrangements with
Plans in each calendar month to the extent consistent with any relevant Fund 12b-1 or
shareholder servicing plan in place (as referenced in Fund registration statements), as
described in Schedule B, attached hereto and made a part hereof. Funds or Distributor
will make such payments to ING Financial within thirty (30) days after the end of each
calendar month. Each payment will be accompanied by a statement showing the
calculation of the fee payable to ING Financial for the month 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 or shareholder servicing fees, or to use
12b-1 or shareholder servicing fees it collects from Distributor to offset other fees
payable by the Plan to ING Financial.

7. Expenses.

Funds or 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). However, these
expenses shall be fully accounted for and payment shall be limited in amount to what the
Funds or Distributor currently pays to an external service provider for the same service.
Except as otherwise agreed in writing, ING shall bear all expenses incidental to the
performance of the services described herein. Fund, Distributor or designees 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:

(a) At the option of any party 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, or the Trust, upon
institution of formal disciplinary or investigative proceedings against ING, 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 or Trust, if reasonably determined 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 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 the Funds or any director, officer, employee, agent, or controlling person
thereof 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 the Funds 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 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

its 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 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 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. 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 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 15, 2008 effective September 15, 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
Xxx Xxxxxx Xxx, X0X
Xxxxxxx, XX 00000-0000
Attention: Xxxx X. Xxxxxxx (000) 000-0000
Worksite Investment Products

To Distributor:
Victory Capital Advisors, Inc.
000 Xxxxxx Xxxxxx, 00^xxXxxxx
Xxxxxxxxx, Xxxx 00000

Attention: B/D Compliance

To the Trust/Advisor:

Victory Capital Management
000 Xxxxxx Xxxxxx, 00^xxXxxxx
Xxxxxxxxx, Xxxx 00000

Attention: Xxxxx Xxxx

With a copy to:
Xxx X. Xxxxx
Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP
1177 Avenue of the Americas
Xxx Xxxx, Xxx Xxxx 00000

Or at such other address as the Trust may designate in writing.

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 or Schedules
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/Xxxx X. Xxxxxxx
Name	Xxxx X. Xxxxxxx
Title	Vice President

ING FINANCIAL ADVISERS, LLC

By	/s/ Xxxxxxxx X. Xxxxx
Name	Xxxxxxxx X. Xxxxx
Title	Sr. Vice President

VICTORY CAPITAL ADVISERS, INC.

By	/s/ Xxxxxxx Xxxxxxxxx
Name	Xxxxxxx Xxxxxxxxx
Title	President

THE VICTORY PORTFOLIOS, for and on behalf
of each of the Funds listed on Schedule B to the
Agreement, individually, and not jointly


By	/s/ Xxxxxxx Xxxxxxxxx
Name	Xxxxxxx Xxxxxxxxx
Title	President



VICTORY CAPITAL MANAGEMENT, solely for
the purpose of paying certain compensation described
in Section 5

By	/s/ Xxxxxxx Xxxxxxxxx
Name	Xxxxxxx Xxxxxxxxx
Title	Managing Director

Schedule A

For any additional separate accounts

Schedule B

Corresponding Fund(s):


Funds	Cusip Number	Symbol	Fees to be received (annual rate)
Value Fund - A	926464868	SVLSX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Diversified Stock Fund - A	926464603	SRVEX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Established Value Fund - A	926464231	VETAX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Special Value Fund - A	926464843	SSVSX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Small Company Opportunity Fund - A	926464835	SSGSX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Focused Growth Fund - A	00000X000	VFGAX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Balanced Fund - A	926464876	SBALX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Investment Grade Convertible Fund - A	926464538	SBFCX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Core Bond Fund - A	926464819	SIMIX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Fund For Income - A	926464751	IPFIX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Value Fund - R	926464249	VVFGX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Diversified Stock Fund - R	926464421	GRINX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Established Value Fund - R	926464371	GETGX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Special Value Fund - R	926464264	VSVGX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Small Company Opportunity Fund - R	926464389	GOGFX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Focused Growth Fund - R	00000X000	VFGRX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Balanced Fund - R	926464272	VBFGX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees
Fund For Income – R	926464397	GGIFX	___% 12b-1 or Shareholder Servicing Fees
			___% Servicing Fees

EXHIBIT I
To
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 or their designee 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 000-000-0000 (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 fax or electronic
mail by 6:30 p.m. and through MFPS by 7:00 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.

(c) ING Financial or its affiliate will wire payment for net purchase orders by the Fund’s 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.

EXHIBIT II

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

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.

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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Table of Contents

SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT

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