This AGREEMENT, dated no later than April 16, 2007, is effective as of the 16th day of October, 2007, between MFS Fund Distributors, Inc. (“MFD”) as principal underwriter for the MFS Funds (each a “Fund” and collectively the “Funds”) and ING Life...

Exhibit 99-B.8.54 RULE 22C-2 AGREEMENT
This AGREEMENT, dated no later than April 16, 2007, is effective as of the 16th day of October,
2007, between MFS Fund Distributors, Inc. (“MFD”) as principal underwriter for the MFS Funds (each
a “Fund” and collectively the “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 certain MFS Funds are available through the variable annuity, variable life insurance
and variable retirement products which the Intermediaries offer (individually, a “Variable Product” and
collectively the “Variable Products”), 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, MFD and the Intermediaries hereby agree as follows:
A.	Agreement to Provide Shareholder Information.
	1.	Each Intermediary agrees to provide the Fund or its designee, upon written request,
the following shareholder information with respect to transactions involving the Fund:
		a.	The taxpayer identification number (“TIN”) or any other government issued
			identifier, if known, that would provide acceptable assurances of 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.	Unless otherwise specifically requested by the Fund or its designee, the Intermediaries
shall only be required to provide information relating to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions.
	3.	Requests to provide shareholder information shall set forth the specific period for
which transaction information is sought. However, any such request will not cover a period of more
than 90 consecutive calendar days from the date of the request unless the Fund or its designee deems
such request to be necessary to investigate compliance with policies established by the Fund for the
purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the
Fund.

	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 best efforts to obtain and transmit
or have transmitted the requested information from the holder of the account.
B.	Agreement to Restrict Trading.
	1.	Each Intermediary agrees to execute written instructions from the Fund or its designee
to restrict or prohibit further purchases or exchanges 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. Unless otherwise
directed by the Fund or its designee, any such restrictions or prohibitions shall only apply to
Shareholder-Initiated Transfer Purchases.
	2a.	For those Shareholders whose information is on the Intermediaries' books and records,
the Intermediaries agree to execute or have executed the written instructions from the Fund to restrict or
prohibit trading as soon as reasonably practicable, but no later than 10 Business Days after receipt of the
instructions by the Intermediaries. The Intermediaries will provide written confirmation to the Fund as
soon as reasonably practicable that such instructions have been executed but not later than 10 business
days after the instructions have been executed.
	2b.	For those Shareholders whose information is not on the Intermediaries' books and
records the Intermediaries agree to execute or have executed the written instructions from the Fund to
restrict or prohibit trading as soon as reasonably practicable, but no later than 10 Business Days after
receipt of the instructions by the Intermediaries. The Intermediaries will provide written confirmation
to the Fund as soon as reasonably practicable that such instructions have or have not been executed. If
an indirect intermediary is unable or unwilling to restrict or prohibit trading by a Shareholder, upon the
Funds' written request, the Intermediary will restrict or prohibit transactions in Fund Shares by the
Indirect Intermediary.
	3.	Instructions to restrict or prohibit further purchases or exchanges involving Fund shares
must include:
		a.	The reason for requesting the restriction(s) and/or prohibition(s);
		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
	Products) through which the affected shareholder engaged in the transaction
	activity which triggered the restriction(s) and/or prohibition(s).
The Fund or its designee agrees to reimburse the Intermediaries for reasonable costs they incur that are
associated with complying with extraordinary requests (e.g., transaction information older than 366
days as specified under Section A or purchase restrictions beyond those covered under this Section B
related to Share-holder-Initiated Transfer Purchases.
C.	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.
If a party to this Agreement becomes aware of any actual or suspected unauthorized access to or
unauthorized use or disclosure to an unauthorized third party of any non-public personal financial
information of a consumer provided or received pursuant to this Agreement and determines that there
is a reasonable likelihood of harm resulting from such access, use or disclosure, such party promptly
shall, at its expense: (i) notify the other party; (ii) investigate the circumstances relating to such actual
or suspected unauthorized access, use or disclosure; (iii) take commercially reasonable steps to
mitigate the effects of such unauthorized access, use or disclosure and to prevent any reoccurrence; (iv)
provide to the other such information regarding such unauthorized access, use or disclosure as is
reasonably required for the other party to evaluate the likely consequences and any regulatory or legal
requirements arising out of such unauthorized access, use or disclosure; and (v) cooperate with the
other party to further comply with all relevant laws, rules and regulations. The party to this Agreement
that causes the unauthorized access, use or disclosure of such information shall indemnify and hold the
other party, (and any of its directors, officers, employees, or agents) harmless from any damages, loss,
cost, or liability (including reasonable legal fees ) arising in connection with a third party claim or
action brought against the other party resulting from such unauthorized use, access or disclosure of the
information provided or received pursuant to this Agreement. Notwithstanding anything to the
contrary in this Agreement, MFD, the Fund, or Intermediaries shall not be liable for any special,
indirect, punitive or consequential damages.
D.	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 were governed by whatever practices the Fund
or its designee 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 service agreements, the terms of this Agreement will control. This Agreement will
terminate upon termination of the fund participation and/or selling and service agreements.

E.	Notices.
	1.	Except as otherwise provided, all notices and other communications hereunder shall
be in writing and shall he 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:	000 Xxxxxxxxxx Xxxxxx
				Xxxxxxxx, XX 00000-0000
			Phone:	000-000-0000
			Fax:	000-000-0000
			Email:	Xxxxxxxxxx.Xxxxxxx@xx.xxx .com
		b.	If to the Fund, to:
			Attention:	MFS Service Center
			Address:	000 Xxxxxxxx Xxxxxx
				Xxxxxx, XX 00000
			Phone:	(000)000-0000
			Fax:	000-000-0000
			Email:	XXXxxxXxxxxxxxxxXxxx@xxx.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.
F.	Definitions. For purposes of this Agreement:
	(1) The term “Fund” includes the fund's principal underwriter and transfer agent. The term not
does include any “excepted funds” as defined in Rule 22c-2(b).
	(2) The term “Shares” means the interests of Shareholders corresponding to the redeemable
securities of record issued by the Fund under the Investment Company Act of 1940 that are held by
Intermediary.
	(3) The term “Shareholder” means Holder of interests in a variable annuity, variable life
insurance and variable retirement plan products (the “Variable Product”) or a participant in an employee
benefit plan with a beneficial interest in a Variable Product.
	(4) The term “Shareholder-Initiated Transfer Purchase” means a transaction that is initiated or
directed by an owner of a Variable Product that results in a transfer of assets within a Variable

Product to a Fund, but does not include transactions that are executed: (i) automatically pursuant to a

contractual or systematic program or enrollment such as transfer of assets within a Variable Product to

a Fund as a result of “dollar cost averaging” programs, insurance company approved asset allocation

programs, or automatic rebalancing programs; (ii) pursuant to a Variable Product death benefit; (iii) one-

time step-up in contract value pursuant to a Variable Product death benefit; (iv) allocation of assets to a

Fund through a Variable Product as a result of payments such as loan repayments, scheduled

contributions, retirement plan salary reduction contributions, or premium payments to the Variable

Product; or (v) pre-arranged transfers at the conclusion of a required free look period.

(5) The term “Shareholder-Initiated Transfer Redemption” means a transaction that is initiated

or directed by an owner of a Variable Product that results in a transfer of assets within a Variable

Product out of a Fund, but does not include transactions that are executed: (i) automatically pursuant to

a contractual or systematic program or enrollments such as transfers of assets within a Variable

Product out of a Fund as a result of annuity payouts, loans, systematic withdrawal programs, “dollar

cost averaging” programs, insurance company approved asset allocation programs, or automatic

rebalancing programs; (ii) as a result of any deduction of charges or fees under a Variable Product;

(iii) within a Variable Product out of a Fund as a result of scheduled withdrawals or surrenders from a

Variable Product; (iv) as a result of payment of a death benefit from a Variable Product.

(6) The term “written” includes electronic writings and facsimile transmissions.

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		MFS Fund Distributors, Inc.
Company
By:	/s/ Xxxxxxxxxx Xxxxxxx	By:	/s/ Xxxxx X. Xxxxxx
Name	Xxxxxxxxxx Xxxxxxx	Name	Xxxxx X. Xxxxxx
and Title:	Authorized Representative	and Title:	President
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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This AGREEMENT, dated no later than April 16, 2007, is effective as of the 16th day of October, 2007, between MFS Fund Distributors, Inc. (“MFD”) as principal underwriter for the MFS Funds (each a “Fund” and collectively the “Funds”) and ING Life...

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