RULE 22C-2 AGREEMENT

RULE 22C-2 AGREEMENT 

This AGREEMENT, dated April 16, 2007, is effective as of the 16th day of October, 2007,
between Xxxx Xxxxx Investor Services, LLC (the “Fund Agent”) as principal underwriter, on
behalf of each of the funds listed on the attached Schedule A (the “Fund(s)”) 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”); and

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 Agent 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
(“Rule 22c-2”) of the Investment Company Act of 1940, as amended (the “1940 Act”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which
consideration is full and complete, the Fund Agent 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 or its designee the taxpayer
identification number (“TIN”), the Individual/International Taxpayer Identification Number
(“ITIN”), or other government issued identifier (“GII”), 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 or its designee, upon written
request, the following shareholder information with respect to Covered Transactions involving
the Funds:

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a. TIN, ITIN or GII 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. 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 the requested
information is not on the Intermediary’s books and records, Intermediary agrees to (i) arrange to
provide to the Fund and/or its designee the requested information pertaining to shareholders who
hold accounts with an indirect intermediary; or (ii) if directed by the Fund or its designee, block
further purchases of Shares from such indirect intermediary.. Responses required by this
paragraph must be communicated in writing and in a format mutually agreed upon by the parties.
To the extent practicable, the format for any transaction information provided to the Fund and/or
its designee should be consistent with the NSCC Standardized Data Reporting Format or another
mutually agreeable format. For purposes of this provision, an “indirect intermediary” has the
same meaning as in SEC Rule 22c-2 under the 1940 Act.

C. Agreement to Restrict Trading.

1. Each Intermediary agrees to execute written instructions from the Fund and/or its
designee to restrict or prohibit further Covered Transactions involving Fund shares by a
shareholder who has been identified by the Fund and/or its designee 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.

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

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provide written confirmation to the Fund as soon as reasonably practicable that such instructions
have been executed but not later than 5 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 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;

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, ITIN, GII 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 Agent 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 Agent 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 Agent nor any of its affiliates or subsidiaries may use any
information provided pursuant to this Agreement for marketing or solicitation purposes. The
Fund Agent will take such steps as are reasonably necessary to ensure compliance with this
obligation.

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The Fund Agent 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 Agent 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.

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 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. Notwithstanding the foregoing, the
provisions of Sections B-D shall survive termination of this Agreement for at least 60 days after
the termination date.

F. Assignment.

There may be no assignment (as defined in the 0000 Xxx) of this Agreement without the consent
of the other party, other than an assignment to an affiliate of an Intermediary..

G. 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

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		Phone:		000-000-0000
		Fax:		000-000-0000
		Email:		Xxxxxxxxxx.Xxxxxxx@xx.xxx.xxx
b.		If to the Fund, to:
		Xxxx Xxxxx Investor Services, LLC
		Attention: Xxxx Xxxxxx
		Address:		000 Xxxxx Xxxxxxxx Xxxxx, 0xx Xxxxx
				Xxxxxxxx, XX 00000
		Phone:		000-000-0000
		Fax:
		Email:		XXXxxxxx@xxxxxxxxx.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		Authorized Representative		Name		Authorized Representative
and Title:				and Title:
ING National Trust				Systematized Benefits Administrators Inc.
By:		/s/ Xxxxxxxxxx Xxxxxxx		By:		/s/ Xxxxxxxxxx Xxxxxxx
Name		Authorized Representative		Name and		Authorized Representative
and Title:				Title:
ING USA Annuity and Life Insurance				Xxxx Xxxxx Investor Services, LLC
Company
By:		/s/ Xxxxxxxxxx Xxxxxxx		By:		/s/ Xxxx Xxxxxx
Name		Authorized Representative		Name		Managing Director
and Title:				and Title:
ReliaStar Life Insurance Company
By:		/s/ Xxxxxxxxxx Xxxxxxx
Name		Authorized Representative
and Title:
ReliaStar Life Insurance Company of New
York
By:		/s/ Xxxxxxxxxx Xxxxxxx
Name		Authorized Representative
and Title:

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Schedule A 

Xxxx Xxxxx Investor Services, LLC (the “Fund Agent”) is principal underwriter
for each series/portfolio of the following funds:

Xxxx Xxxxx Partners Funds (Formerly Salomon Brothers Funds and Xxxxx 

Xxxxxx Funds) 

Xxxx Xxxxx Partners Variable Portfolios 

Xxxx Xxxxx Funds 

Western Asset Funds 

CitiFunds 

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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

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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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