RULE 22C-2 AGREEMENT

			Exhibit 24(b)(8.127)
			RULE 22C-2 AGREEMENT
This AGREEMENT, dated [no later than April 16, 2007], is effective as of the 16th day of
October, 2007, between Nuveen Investments LLC(the “Fund”) as principal underwriter for each
of the funds listed on the attached Schedule A (the “Nuveen Funds”) and ING Life Insurance and
Annuity Company, ING National Trust, ING USA Annuity and Life Insurance Company,
ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, Security
Life of Denver Insurance Company and Systematized Benefits Administrators Inc. (individually
an “Intermediary” and collectively the “Intermediaries”).
WHEREAS, the Intermediaries have adopted policies and procedures to monitor and deter
excessive trading activity within the mutual funds, including the Funds, available through the
variable annuity, variable life insurance and variable retirement plan products which they offer
(the “Variable Products”);
WHEREAS, the Intermediaries’ policies and procedures to monitor and deter excessive trading
activity within the mutual funds available through their Variable Products are attached hereto
and made part of this Agreement as Schedule B (the “Excessive Trading Policy”);
WHEREAS, the Fund desires for the Intermediaries to monitor and deter excessive trading
activity in the Funds in accordance with the Intermediaries’ Excessive Trading Policy; and
WHEREAS, the parties desire to otherwise comply with the requirements under Rule 22c-2 of
the Investment Company Act of 1940, as amended (“Rule 22c-2”).
NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Fund and the Intermediaries hereby agree as follows:
A.	Agreement to Monitor and Deter Excessive Trading Activity.
	1.	The Intermediaries agree to monitor and deter excessive trading activity in the
Funds which are available through their Variable Products in accordance with the Intermediaries’
Excessive Trading Policy. Said Excessive Trading Policy may be amended from time to time
with the consent of the parties, which consent will not be unreasonably withheld.
	2.	The Intermediaries agree to provide the Fund the taxpayer identification number
(“TIN”), if requested, or any other identifying factor that would provide acceptable assurances of
the identity of all shareholders that are restricted to regular U.S. mail trading under the
Intermediaries’ Excessive Trading Policy.
B.	Agreement to Provide Shareholder Information.
	1.	Each Intermediary agrees to provide the Fund, upon written request, the following
shareholder information with respect to Covered Transactions involving the Funds:
		a.	The taxpayer identification number (“TIN”) or any other government
			issued identifier, if known, that would provide acceptable assurances of
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			the identity of each shareholder that has purchased, redeemed, transferred
			or exchanged shares of a Fund through an account directly maintained by
			the Intermediaries during the period covered by the request;
		b.	The amount and dates of, and the Variable Product(s) associated with,
			such shareholder purchases, redemptions, transfers and exchanges; and
		c.	Any other data mutually agreed upon in writing.
	2.	Under this Agreement the term “Covered Transactions” are those transactions
which the Intermediaries consider when determining whether trading activity is excessive as
described in their Excessive Trading Policy.
	3.	Requests to provide shareholder information shall set forth the specific period for
which transaction information is sought. However, unless otherwise agreed to by the
Intermediaries, any such request will not cover a period of more than 90 consecutive calendar
days from the date of the request.
	4.	Each Intermediary agrees to provide the requested shareholder information
promptly upon receipt of the request, but in no event later than 15 business days after receipt of
such request, provided that such information resides in its books and records. If shareholder
information is not on the Intermediary’s books and records, the Intermediary agrees to use
reasonable efforts to obtain and transmit or have transmitted the requested information from the
holder of the account.
C.	Agreement to Restrict Trading.
	1.	Each Intermediary agrees to execute written instructions from the Fund to restrict
or prohibit further Covered Transactions involving Fund shares by a shareholder who has been
identified by the Fund as having engaged in transactions in shares of a Fund (through an account
directly maintained by the Intermediary) that violate the policies and procedures established by
the Funds for the purposes of eliminating or reducing frequent trading of Fund shares.
	2.	Each Intermediary agrees to use reasonable efforts to execute or have executed
(for those shareholders whose information is not on the Intermediary’s books and records) the
written instructions within 10 Business Days after actual receipt. The Intermediary will provide
written confirmation to the Fund as soon as reasonably practicable that such instructions have or
have not been executed. If the written instructions have not been executed, then the written
confirmation will also provide an explanation.
	3.	Instructions to restrict or prohibit further Covered Transactions involving Fund
shares must include:
		a.	The reason for requesting the restriction(s) and/or prohibition(s),
			supporting details regarding the transaction activity which resulted in the
			restriction(s) and/or prohibition(s)s and the applicable sections of the
			Fund’s frequent trading policy and procedures that have been violated;
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	b.	The specific restriction(s) and/or prohibition(s) to be executed, including
		the length of time such restriction(s) and/or prohibition(s) shall remain in
		place;
	c.	The TIN or any other government issued identifier, if known by the Fund,
		that would help the Intermediaries determine the identity of affected
		shareholder(s); and
	d.	Whether such restriction(s) and/or prohibition(s) are to be executed in
		relation to all of the affected shareholder’s Variable Products, only the
		type of Variable Product(s) through which the affected shareholder
		engaged in transaction activity which triggered the restriction(s) and/or
		prohibition(s) or in some other respect. In absence of direction from the
		Fund in this regard, restriction(s) and/or prohibition(s) shall be executed as
		they relate to the Intermediary’s Variable Product(s) through which the
		affected shareholder engaged in the transaction activity which triggered
		the restriction(s) and/or prohibition(s).
D.	Limitation on Use of Information.
The Fund agrees neither to use the information received from the Intermediary for any purpose
other than to comply with SEC Rule 22c-2 and other applicable laws, rules and regulations, nor
to share the information with anyone other than its employees who legitimately need access to it.
Neither the Fund nor any of its affiliates or subsidiaries may use any information provided
pursuant to this Agreement for marketing or solicitation purposes. The Fund will take such steps
as are reasonably necessary to ensure compliance with this obligation.
The Fund shall indemnify and hold the Intermediaries, individually and collectively, (and any of
their respective directors, officers, employees, or agents) harmless from any damages, loss, cost,
or liability (including reasonable legal fees and the cost of enforcing this indemnity) arising out
of or resulting from any unauthorized use of or disclosure by the Fund Agent of the information
received from the Intermediaries pursuant to this Agreement. In addition, because an award of
money damages (whether pursuant to the foregoing sentence or otherwise) may be inadequate
for any breach of this provision and any such breach may cause the Intermediaries irreparable
harm, the Fund also agrees that, in the event of any breach or threatened breach of this provision,
the Intermediaries will also be entitled, without the requirement of posting a bond or other
security, to seek equitable relief, including injunctive relief and specific performance. Such
remedies will not be the exclusive remedies for any breach of this provision but will be in
addition to all other remedies available at law or in equity to the Intermediaries.
In the event that the Fund is required by legal process, law, or regulation to disclose any
information received from the Intermediaries pursuant to this Agreement, the Fund shall provide
Intermediaries with prompt written notice of such requirement as far in advance of the proposed
disclosure as possible so that the Intermediaries (at their expense) may either seek a protective
order or other appropriate remedy which is necessary to protect their interests or waive
compliance with this provision to the extent necessary.
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E.	Prior Agreements.
The parties acknowledge that prior to the effective date of this Agreement efforts to monitor and
deter excessive trading activity within the Variable Products where governed by whatever
practices the Fund and the Intermediaries agreed to follow in the absence of any formal
agreement. The parties also acknowledge having previously entered into fund participation
and/or selling and service agreements concerning the purchase and redemption of shares of
Funds through the Variable Products. The terms of this Agreement supplement the fund
participation and/or selling and service agreements and to the extent the terms of this Agreement
conflict with the terms of the fund participation and/or selling and services agreement, the terms
of this Agreement will control. This Agreement will terminate upon termination of the fund
participation and/or selling and services agreements.
F.	Notices.
	1.	Except as otherwise provided, all notices and other communications hereunder
shall be in writing and shall be sufficient if delivered by hand or if sent by confirmed facsimile or
e-mail, or by mail, postage prepaid, addressed:
		a.	If to Intermediaries, to:

	ING U.S. Financial Services
	Attention: [Xxxxxxxxxx Xxxxxxx]
	Address:	[151 Xxxxxxxxxx Xxxxxx]
		[Xxxxxxxx, XX 00000-0000]
	Phone:	[000-000-0000]
	Fax:	[000-000-0000]
	Email:	[Xxxxxxxxxx.Xxxxxxx@xx.xxx.xxx]
b.	If to the Fund, to:
	Nuveen Investments, Inc.
	Attention: [Xxxx Xxxxx]
	Address:	[333 X. Xxxxxx Drive 32nd Fl]
		[Chicago, IL 60606]
	Phone:	[000-000-0000]
	Fax:	[000-000-0000]
	Email:	[xxxx.xxxxx@xxxxxx.xxx]
2.	The parties may by like notice, designate any future or different address to
which subsequent notices shall be sent. Any notice shall be deemed given when received.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed

in its name and on its behalf by its duly authorized officer as of the date first written above.

ING Life Insurance and Annuity Company		Security Life of Denver Insurance Company
By:	/s/ Xxxxxxxxxx Xxxxxxx	By:	/s/ Xxxxxxxxxx Xxxxxxx
Name	Xxxxxxxxxx Xxxxxxx	Name	Xxxxxxxxxx Xxxxxxx
and Title:	Authorized Representative	and Title:	Authorized Representative
ING National Trust		Systematized Benefits Administrators Inc.
By:	/s/ Xxxxxxxxxx Xxxxxxx	By:	/s/ Xxxxxxxxxx Xxxxxxx
Name	Xxxxxxxxxx Xxxxxxx	Name	Xxxxxxxxxx Xxxxxxx
and Title:	Authorized Representative	and Title:	Authorized Representative
ING USA Annuity and Life Insurance		Nuveen Investments, LLC
Company
By:	/s/ Xxxxxxxxxx Xxxxxxx	By:	/s/ Xxxx X. Xxxxx
Name	Xxxxxxxxxx Xxxxxxx	Name	Xxxx X. Xxxxx
and Title:	Authorized Representative	and	Vice President
		Title:
ReliaStar Life Insurance Company
By:	/s/ Xxxxxxxxxx Xxxxxxx
Name	Xxxxxxxxxx Xxxxxxx
and Title:	Authorized Representative
ReliaStar Life Insurance Company of New
York
By:	/s/ Xxxxxxxxxx Xxxxxxx
Name	Xxxxxxxxxx Xxxxxxx
and Title:	Authorized Representative
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Schedule A

___Nuveen Investments, LLC_(the “Fund”) is principal underwriter for each

series/portfolio of the following funds:

Nuveen Xxxxxxxxxxx Growth Fund

Nuveen Large Cap Value Fund

Nuveen Balanced Stock and Bond Fund

Nuveen NWQ Multi-Cap Value Fund

Nuveen Tradewinds International Value Fund

Nuveen Tradewinds Value Opportunities Fund

Nuveen NWQ Global Value Fund

Nuveen Tradewinds Global All-Cap Fund

Nuveen Santa Xxxxxxx Growth Fund

Nuveen Santa Xxxxxxx Dividend Growth Fund

Nuveen Santa Xxxxxxx Growth Opportunities Fund

Nuveen NWQ Large-Cap Value Fund

Nuveen NWQ Small/Mid-Cap Value Fund

Nuveen Short Duration Bond Fund

Nuveen Core Bond Fund

Nuveen High Yield Bond Fund

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Schedule B
ING “Excessive Trading” Policy
The ING family of insurance companies (“ING”), as providers of multi-fund variable insurance and
retirement products, has adopted this Excessive Trading Policy to respond to the demands of the various
fund families which make their funds available through our variable insurance and retirement products
to restrict excessive fund trading activity and to ensure compliance with Section 22c-2 of the Investment
Company Act of 1940, as amended. ING’s current definition of Excessive Trading and our policy with
respect to such trading activity is outlined below.
1.	ING actively monitors fund transfer and reallocation activity within its variable insurance and
	retirement products to identify Excessive Trading.
	ING currently defines Excessive Trading as:
	a.	More than one purchase and sale of the same fund (including money market funds) within a
		60 calendar day period (hereinafter, a purchase and sale of the same fund is referred to as a
		“round-trip”). This means two or more round-trips involving the same fund within a 60
		calendar day period would meet ING’s definition of Excessive Trading; or
	b.	Six round-trips within a twelve month period.
	The following transactions are excluded when determining whether trading activity is excessive:
	a.	Purchases or sales of shares related to non-fund transfers (for example, new purchase
		payments, withdrawals and loans);
	b.	Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or
		scheduled asset allocation programs;
	c.	Purchases and sales of fund shares in the amount of $5,000 or less;
	d.	Purchases and sales of funds that affirmatively permit short-term trading in their fund shares,
		and movement between such funds and a money market fund; and
	e.	Transactions initiated by a member of the ING family of insurance companies.
2.	If ING determines that an individual has made a purchase of a fund within 60 days of a prior round-
	trip involving the same fund, ING will send them a letter warning that another sale of that same fund
	within 60 days of the beginning of the prior round-trip will be deemed to be Excessive Trading and
	result in a six month suspension of their ability to initiate fund transfers or reallocations through the
	Internet, facsimile, Voice Response Unit (VRU), telephone calls to the ING Customer Service
	Center, or other electronic trading medium that ING may make available from time to time
	(“Electronic Trading Privileges”). Likewise, if ING determines that an individual has made five
	round-trips within a twelve month period, ING will send them a letter warning that another purchase
	and sale of that same fund within twelve months of the initial purchase in the first round-trip in the
	prior twelve month period will be deemed to be Excessive Trading and result in a six month
	suspension of their Electronic Trading Privileges. According to the needs of the various business
	units, a copy of the warning letters may also be sent, as applicable, to the person(s) or entity
	authorized to initiate fund transfers or reallocations, the agent/registered representative or investment
	adviser for that individual. A copy of the warning letters and details of the individual’s trading
	activity may also be sent to the fund whose shares were involved in the trading activity.
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3.	If ING determines that an individual has used one or more of its products to engage in Excessive
	Trading, ING will send a second letter to the individual. This letter will state that the individual’s
	Electronic Trading Privileges have been suspended for a period of six months. Consequently, all
	fund transfers or reallocations, not just those which involve the fund whose shares were involved in
	the Excessive Trading activity, will then have to be initiated by providing written instructions to ING
	via regular U.S. mail. During the six month suspension period, electronic “inquiry only” privileges
	will be permitted where and when possible. A copy of the letter restricting future transfer and
	reallocation activity to regular U.S. mail and details of the individual’s trading activity may also be
	sent to the fund whose shares were involved in the Excessive Trading activity.
4.	Following the six month suspension period during which no additional Excessive Trading is
	identified, Electronic Trading Privileges may again be restored. ING will continue to monitor the
	fund transfer and reallocation activity, and any future Excessive Trading will result in an indefinite
	suspension of the Electronic Trading Privileges. Excessive Trading activity during the six month
	suspension period will also result in an indefinite suspension of the Electronic Trading Privileges.
5.	ING reserves the right to limit fund trading or reallocation privileges with respect to any individual,
	with or without prior notice, if ING determines that the individual’s trading activity is disruptive,
	regardless of whether the individual’s trading activity falls within the definition of Excessive
	Trading set forth above. Also, ING’s failure to send or an individual’s failure to receive any
	warning letter or other notice contemplated under this Policy will not prevent ING from suspending
	that individual’s Electronic Trading Privileges or taking any other action provided for in this Policy.
6.	Each fund available through ING’s variable insurance and retirement products, either by prospectus
	or stated policy, has adopted or may adopt its own excessive/frequent trading policy. ING reserves
	the right, without prior notice, to implement restrictions and/or block future purchases of a fund by
	an individual who the fund has identified as violating its excessive/frequent trading policy. All such
	restrictions and/or blocking of future fund purchases will be done in accordance with the directions
	ING receives from the fund.
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