Second Amendment to Services Agreement

Exhibit 24(b)(8.54)

Second Amendment

to

Services Agreement

            WHEREAS, ING Financial Advisers, LLC formerly Aetna Investment Services, Inc. (“ING Financial”), ING Life Insurance and Annuity Company formerly Aetna Life Insurance and Annuity Company (“ING Life”) (collectively, “ING”), and Xxxxxxx Investments Service Company, formerly Bankers Trust Company (“Transfer Agent”), acting as agent for the registered open-end management companies listed on Schedule A hereto (each a “Fund” or collectively the “Funds”) have entered into an Agreement dated March 7, 2000, as amended July 1, 2000;

            WHEREAS, it is the desire of ING to add an additional Fund as of the effective date of this amendment to the list of Funds appearing on Schedule A of the Agreement; and

            WHEREAS, as a result of the addition of such Fund, Schedule C of the Agreement setting forth those fees paid to ING by the Transfer Agent concerning the Funds for administrative services rendered by ING will be amended.

            NOW THEREFORE, in consideration of the above, the parties agree:

1. That Schedule A, as amended, is hereby deleted and replaced with the new Schedule A attached hereto which reflects the addition of the Xxxxxxx Gold & Precious Metals Fund – Class A Shares, and name changes of the other funds on the schedule.

2. That Schedule C, as amended, is hereby deleted and replaced with the new Schedule C attached hereto to reflect the new fund names and schedule of administrative fees.

3. The Agreement, as modified by this Amendment is hereby ratified and confirmed.

IN WITNESS WHEREOF, the undersigned have executed this Second Amendment by their duly authorized officers effective as of August 1, 2005.

ING FINANCIAL ADVISERS, LLC                      ING LIFE INSURANCE AND ANNUITY COMPANY

By /s/ Xxxxxxxxx Xxxxxx                                   By /s/ Xxxxxx X. Xxxxxxxxxxx   

Name Xxxxxxxxx Xxxxxx                                   Name Xxxxxx X. Xxxxxxxxxxx   

Title Vice President_______                          Title Vice President               

XXXXXXX INVESTMENTS SERVICE COMPANY

By /s/A. Xxxxxx Xxxxx             

Name A. Xxxxxx Xxxxx         

Title Director & Secretary      

SCHEDULE A

to the Services Agreement

as Amended as of August 1, 2005

Fund Name	Class	Fund Code	Nasdaq Symbol	CUSIP number
Xxxxxxx Gold and Precious Metals Fund
Class	A	419	SGDAX	810094300
Xxxxxxx Mid Cap Growth Fund
Class	INV	808	BTCAX	00000X000
Xxxxxxx Small Cap Growth Fund
Class	INV	821	BTSCX	00000X000
Xxxxxxx Lifecycle Long Range Fund
Class	INV	812	BTILX	00000X000
Xxxxxxx Lifecycle Mid Range Fund
Class	INV	813	BTLRX	00000X000
Xxxxxxx Lifecycle Short Range Fund
Class	INV	814	BTSRX	00000X000
Xxxxxxx International Equity 500 Index Fund
Class	INV	820	BTEQX	00000X000
Xxxxxxx Equity 500 Index Fund
Class	INV	815	BTIEX	811162874
Xxxxxxx Cash Management Fund
Class	INSTITUTIONAL

SCHEDULE C

to the Services Agreement

as Amended as of May 1, 2006

Fund Name	Class	Fund Code	Nasdaq Symbol	CUSIP number	Admin. fee
Xxxxxxx Gold and Precious Metals Fund
Class	A	419	SGDAX	810094300	__ bps
Xxxxxxx Mid Cap Growth Fund
Class	INV	808	BTCAX	00000X000	__ bps
Xxxxxxx Small Cap Growth Fund
Class	INV	821	BTSCX	00000X000	__ bps
Xxxxxxx Lifecycle Long Range Fund
Class	INV	812	BTILX	00000X000	__ bps
Xxxxxxx Lifecycle Mid Range Fund
Class	INV	813	BTLRX	00000X000	__ bps
Xxxxxxx Lifecycle Short Range Fund
Class	INV	814	BTSRX	00000X000	__ bps
Xxxxxxx International Equity 500 Index Fund
Class	INV	820	BTEQX	00000X000	__ bps
Xxxxxxx Equity 500 Index Fund
Class	INV	815	BTIEX	811162874	__ bps

The administrative fee payable each month with respect to a Fund shall be an amount equal to the average daily net assets invested in such Fund during the quarter by Plans for which ING Life Insurance and Annuity Company provides administrative services multiplied by the applicable per annum rate described above multiplied by a fraction the numerator of which is the number of days in the quarter and the denominator of which is 365.

There will be no administrative fee associated with the Xxxxxxx Cash Management Fund - Institutional Class.