RULE 22C-2 AGREEMENT

Exhibit 24(b)(8.32)

RULE 22C-2 AGREEMENT

This AGREEMENT, dated April 16, 2007, is effective as of the 16th day of October, 2007, among JPMorgan Distribution Services, Inc. (the “Fund”) as principal underwriter for each of the funds of the trusts and corporation listed on the attached Schedule A (the “Funds”) and ING Life Insurance and Annuity Company and it’s insurance related affiliates (individually an “Intermediary” and collectively the “Intermediaries”).

WHEREAS, the 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 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 Provide Shareholder Information.

1.

Each Intermediary agrees to provide the Fund, upon written request, the following

shareholder information involving the Funds:

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, the Intermediaries shall only

be required to provide information relating to Shareholder-Initiated Transfer Purchases or Shareholder-Initiated Transfer Redemptions. 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.

1

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.
				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. The Fund may request transaction information older than 90 days from the date of the request as it deems necessary to investigate compliance with policies established by the Funds for the purpose of eliminating or reducing any dilution of the value of the outstanding shares issued by the Funds.
							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 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, any such restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases and Shareholder-Initiated Transfer Redemptions.
				2.	Each Intermediary agrees to use best 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:
2

a.

The reason for requesting the restriction(s) and/or prohibition(s), and identification of the transaction activity which resulted in the restriction(s) and/or prohibition(s)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 Product(s) through which the affected shareholder engaged in the transaction activity which triggered the restriction(s) and/or prohibition(s).

The Fund 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 Shareholder-Initiated Transfer Purchases and Shareholder-Initiated Transfer Redemptions.

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 or its affiliates 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 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

3

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.

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 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 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:

000 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:

Attention:

Contract Administrator

Address:

0000 Xxxxxxx Xxxxxxx, Xxxxx 0X

Xxxxxxxx, XX 00000

Phone:

000-000-0000

Fax:

000-000-0000

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.

4

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
By:	/s/ Xxxxxxxxxx Xxxxxxx
Name	Xxxxxxxxxx Xxxxxxx
and Title:	Authorized Representative
JPMorgan Distribution Services, Inc.
By:	/s/ Xxxxx X. Xxxxxx
Name	Xxxxx X. Xxxxxx
and Title:	Vice President
5

Schedule A

JPMorgan Distribution Services, Inc. (the “Fund”) is principal underwriter for each series

of the following trusts and corporation:

JPMORGAN TRUST I

JPMORGAN TRUST II,

X.X. XXXXXX XXXXXXX MUTUAL FUND GROUP, INC.

X.X. XXXXXX MUTUAL FUND GROUP

X.X. XXXXXX MUTUAL FUND INVESTMENT TRUST

UNDISCOVERED MANAGERS FUNDS

JPMORGAN VALUE OPPORTUNITIES FUND INC

B-2