SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into as of this 26 day of May, 2006 by and among ING Life Insurance and Annuity Company (“ING Life”), ING Financial Advisers,


Exhibit 24(b)(8.39)
SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT


	THIS AGREEMENT, made and entered into as of this 26 day of May, 2006 by and
among ING Life Insurance and Annuity Company (“ING Life”), ING Financial Advisers,
LLC (“ING Financial”) (collectively, “ING”), and XXXXX DISTRIBUTORS, LLC
(“Distributor”), acting as agent for the registered open-end management investment
companies whose shares are or may be underwritten by Distributor (each a “Fund” or
collectively the “Funds”).

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

	WHEREAS, ING Life is an insurance company that issues annuity contracts to,
and/or provides various recordkeeping and other administrative services to, certain plans
under Sections 401, 403(b), 457 or 408 of the Internal Revenue Code of 1986, as
amended (“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



@XXX@0000XXXX.xxxx


(“Participant”). The parties acknowledge and agree that selections of particular
investment companies or other investment vehicles are made by Plan representatives or
Participants, who may change their respective selections from time to time in accordance
with the terms of the Plan.

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

2.	Omnibus Account.

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

3.	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.

	(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 (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 the Fund’s name and the
change from the last calculated net asset value, (ii) dividend and capital gains information


2

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

distribution rate factor. Distributor shall provide or cause to be provided to ING

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

shall receive from Contract owners, Plan Representatives or Participants for acceptance

as of the Close of Trading on each Business Day: (i) 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”), (ii) transmit to Distributor 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 Distributor for processing as of a particular Business Day,

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

Business Day.

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

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

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

East Coast time on the same Business Day on which such purchase orders are made by

ING in conformance with Section 3(c).

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

wired, for redemption orders, in immediately available funds, to an account or accounts

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

East Coast time on the same Business Day on which such redemption orders are received

by the Distributor in conformance with Section 3(c).

(f) In lieu of applicable provisions set forth in paragraphs 3(a) 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.

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

relating to transactions between the Funds and the Contract owners, Plan Representatives

or Participants investing in such Funds, written communications regarding the Funds to

or from such persons, and other materials, in each case, as may reasonably be requested to


enable Distributor or any other designated entity, including without limitation, auditors,
investment advisers, or transfer agents of the Funds to monitor and review the services
being provided under this Agreement, or to comply with any request of a governmental
body or self-regulatory organization or a shareholder. ING also agrees that ING will
permit Distributor or the Funds, or any duly designated representative to have reasonable
access to ING’s personnel and records in order to facilitate the monitoring of the quality
of the services being provided under this Agreement.

	(h) ING Financial shall assume responsibility as herein described for any loss to
Distributor or to a Fund caused by a cancellation or correction made to an Instruction by a
Contract owner, Plan Representative or Participant subsequent to the date as of which
such Instruction has been received by ING Financial and originally relayed to Distributor,
and ING Financial will immediately pay such loss to Distributor or such Fund upon ING
Financial’s receipt of written notification, with supporting data.

	(i) Distributor shall indemnify and hold ING harmless, from the effective date of
this Agreement, against any amount ING is required to pay to Contract owners, Plans,
Plan Representatives or Participants due to: (i) an incorrect calculation of a Fund’s daily
net asset value, dividend rate, or capital gains distribution rate or (ii) incorrect or late
reporting of the daily net asset value, dividend rate, or capital gain distribution rate of a
Fund, upon written notification by ING, with supporting data, to Distributor. In addition,
the Fund or the Distributor shall be liable to ING for systems and out of pocket costs
incurred by ING in making a Contract owner’s, a Plan’s or a Participant's account whole,
if such costs or expenses are a result of the Fund's failure to provide timely or correct net
asset values, dividend and capital gains or financial information. If a mistake is caused in
supplying such information or confirmations, which results in a reconciliation with
incorrect information, the amount required to make a Contract owner’s or a Plan’s or a
Participant's account whole shall be borne by the party providing the incorrect
information, regardless of when the error is corrected.

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

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 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


4


rather than multiple shareholders. In consideration of the administrative savings resulting
from such arrangement, Distributor agrees to pay to ING Life a servicing fee based on the
annual rate of __% (____% quarterly) of the average net assets invested in the Funds
through the Contracts or through ING Life’s arrangements with Plans in each calendar
quarter. Distributor will make such payments to ING Life within thirty (30) days after the
end of each calendar quarter. Each payment will be accompanied by a statement showing
the calculation of the fee payable to ING Life for the quarter and such other supporting
data as may be reasonably requested by ING Life. If required by a Plan or by applicable
law, ING Life shall have the right to allocate to a Plan or to Participant accounts in a Plan
all or a portion of such servicing fees, or to use servicing fees it collects from Distributor
to offset other fees payable by the Plan to ING Life.


5.	12b-1 Fees.

	To compensate ING Financial for its distribution of Fund Shares, Distributor shall
make quarterly payments to ING Financial based on the annual rate of ___% (___%
quarterly) of the average net assets invested in Class R of the Funds through the Contracts
or through ING Life’s arrangements with Plans in each calendar quarter. Distributor will
make such payments to ING Financial within thirty (30) days after the end of each
calendar quarter. Each payment will be accompanied by a statement showing the
calculation of the fee payable to ING Financial for the quarter and such other supporting
data as may be reasonably requested by ING Financial. If required by a Plan or by
applicable law, ING Financial shall have the right to allocate to a Plan or to Participant
accounts in a Plan all or a portion of such 12b-1 fees, or to use 12b-1 fees it collects from
Distributor to offset other fees payable by the Plan to ING Financial. Class Y shares of
the Funds have no 12b-1 fees.

6.	Expenses.

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



5


7.	Termination.

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

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

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

	(c) At the option of either ING Financial or Distributor, upon institution of formal
disciplinary or investigative proceedings against ING Financial, Distributor or the Funds
by the National Association of Securities Dealers, Inc. (“NASD”), SEC, or any other
regulatory body;

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

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

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

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

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




6


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 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.

10. 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.

11. 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


7

become subject, insofar as such losses, claims, damages, or liabilities (or actions in

respect thereof) (i) arise out of, or are based upon, the provision of administrative services

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

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

Distributor or any such director, officer, employee, agent, or controlling person in

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

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

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

upon the gross negligence or willful misconduct of Distributor or any such director,

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

obligations under this Agreement.

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

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

person, if any, who controls ING Financial and ING Life and the Nominee within the

meaning of the 1933 Act against any losses, claims, damages or liabilities to which ING

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

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

liabilities (or actions in respect thereof) (i) arise out of or are based upon any untrue

statement of any material fact contained in the registration statement, prospectus or sales

literature of the Funds or arise out of, or are based upon, the omission or the alleged

omission to state a material fact that is necessary to make the statements therein not

misleading or (ii) result from a breach of a material provision of this Agreement.

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

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

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

damage, liability or action; provided, however, that Distributor 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

(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 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;

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

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

investment companies or other investment vehicles specified by Plan Representatives or

Participants; and

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

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

prospectus and in the current printed sales literature approved by either the Fund or

Distributor.

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

are in good standing in such jurisdictions. (3) are in material compliance with all

applicable federal, state and securities laws, and (4) are duly licensed and authorized to

conduct business in every jurisdiction where such license or authorization is required;

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

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

state, and securities laws; that the Funds amend their registration statements under the

1933 Act and the 1940 Act from time to time as required or in order to effect the

continuous offering of its shares; and that the Funds have registered and qualified its

shares for sale in accordance with the laws of each jurisdiction where it is required to do

so;

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

under Subchapter M of the Internal Revenue Code of 1986, as amended, and will make

every effort to maintain such qualification, and that Distributor will notify ING Financial

and ING Life immediately upon having a reasonable basis for believing that any of the

Funds have ceased to so qualify or that any might not qualify in the future;

(iv) that Distributor (1) is a member in good standing of the 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; 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

13. Governing Law.

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

by and construed under the laws of the State of Connecticut without giving effect to the

principles of conflicts of laws and the provisions shall be continuous.

14. 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

000 Xxxxxxxxxx Xxxxxx

Xxxxxxxx, XX 00000

Attention: Xxxxxxx X. Xxxxxxxx

(000) 000-0000

To Distributor:

Xxxxx Distributors, LLC

0000 Xxxx Xxxxxx Xxxx, Xxxxx 000

Xxxxxx, XX 00000

Attention: Xxxxxxx X. Xxxx, President

000-000-0000

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.


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/ Xxxxxx X. Xxxxxxxxxxx
Name: Xxxxxx X. Xxxxxxxxxxx
Title:	Vice President

ING FINANCIAL ADVISERS, LLC

By:	/s/ Terran X. Xxxxx
Name: Terran X. Xxxxx
Title:	Vice President


XXXXX DISTRIBUTORS, LLC

By:	/s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
Title:	President




	12


	Schedule A
	For any additional separate accounts




@XXX@0000XXXX.xxxx

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) Distributor or the Funds will furnish 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 for acceptance as

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

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

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

purchase of Shares, ING Financial or its affiliate will calculate the net purchase or

redemption order for each Fund. Orders for net purchases or net redemptions derived

from Instructions received by ING Financial or its affiliate prior to the Close of Trading

on any given Business Day will be sent to the Defined Contribution Interface of

NSCC’s Mutual Fund Settlement, Entry and Registration Verification System

(“Fund/SERV”) by 5:00 a.m. Eastern Time on the next Business Day. Subject to ING

Financial’s or its affiliate’s compliance with the foregoing, ING Financial or its affiliate

will be considered the agent of the Distributor and the Funds, and the Business Day on

which Instructions are received by ING Financial or its affiliate in proper form prior to

the Close of Trading will be the date as of which shares of the Funds are deemed

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

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

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

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

value in accordance with the Fund's then current prospectuses.

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

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


	same Business Day such purchase orders are communicated to NSCC. For purchases of
	shares of daily dividend accrual funds, those shares will not begin to accrue dividends
	until the day the payment for those shares is received.

(d) NSCC will wire payment for net redemption orders by Fund, in immediately available
	funds, to an NSCC settling bank account designated by ING Financial or its affiliate, by
	5:00 p.m. Eastern Time on the Business Day such redemption orders are communicated
	to NSCC, except as provided in a Fund's prospectus and statement of additional
	information.

(e) With respect to (c) or (d) above, if Distributor does not send a confirmation of ING
	Financial’s or its affiliate’s purchase or redemption order to NSCC by the applicable
	deadline to be included in that Business Day’s payment cycle, payment for such
	purchases or redemptions will be made the following Business Day.

(f) If on any day ING Financial or its affiliate or Distributor is unable to meet the NSCC
	deadline for the transmission of purchase or redemption orders, it may at its option
	transmit such orders and make such payments for purchases and redemptions directly
	to Distributor or to ING Financial or its affiliate, as applicable, as is otherwise
	provided in 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.




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SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into as of this 26 day of May, 2006 by and among ING Life Insurance and Annuity Company (“ING Life”), ING Financial Advisers,

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