SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT THIS AGREEMENT, made and entered into as of this 11th day of September, 2007 by and among ING Life Insurance and Annuity Company ("ING Life"), ING Financial Advisers, LLC ("ING...

Exhibit 24(b)(8.123)
SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT
	THIS AGREEMENT, made and entered into as of this 11th day of September, 2007 by and
among ING Life Insurance and Annuity Company ("ING Life"), ING Financial Advisers, LLC
("ING Financial") (collectively, "ING"), and Nuveen Investments, 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 and funding agreements
issued by ING Life (the "Contracts"); and
	WHEREAS, ING Life has established separate accounts: Variable Annuity Accounts B, C,
F, I and Separate Account D 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 ("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.	Services to be Performed by ING.
	ING may be responsible for performing shareholder account servicing functions, which
shall include without limitation:
	(a)	making the funds available under the Contracts or other arrangements offered by
		ING;
	(b)	assisting in processing customer purchase and redemption requests;
	(c)	answering customer inquiries regarding account status and history;
	(d)	assisting customers in designating and changing dividend options, account
		designations and addresses;
	(e)	adopting and maintaining appropriate security measures for identifying
		customers;
	(f)	providing periodic statements showing a customer’s account balances and, to the
		extent practicable, integration of such information with other customer
		transactions otherwise effected with or through the ING;
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	(g)	furnishing (either separately or on an integrated basis with other reports sent to a
		customer by ING) statements and confirmations of all purchases and redemption
		requests as may be required by agreement between ING and the customers;
	(h)	processing customer purchase and redemption requests for Shares and placing
		purchase and redemption instructions with the Funds’ transfer agent, including
		any designee thereof, (“Transfer Agent”) in the manner described in Section 6
		hereof;
	(i)	providing subaccounting services and maintaining accurate subaccounting records
		regarding Shares beneficially owned by customers;
	(j)	updating customer records to reflect dividend payments;
	(k)	transmitting proxy statements, annual and semi-annual reports, the Funds’ then
		current prospectuses (in each case, the “Prospectus”) and other communications
		from the Funds to customers as may be required by law and by agreement
		between ING and the customers; and
	(l)	providing such other related services upon which the Distributor and ING may
		mutually agree.
ING shall provide all personnel, facilities and equipment reasonably necessary in order for it to
perform the functions described in this paragraph with respect to its Customers. ING shall
exercise reasonable care in performing all such services.
4.	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, provided, however,
that the Fund may upon reasonable notice to ING, refuse to sell shares of any Funds to any
person, or suspend, or terminate the offering of any shares of Funds if such action is required by
law or by regulatory authorities having jurisdiction or is, in the sole discretion of the Fund,in the
best interests of the shareholders of the Fund.
	(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 (normally 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)
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dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund,

the daily accrual or the distribution rate factor. Distributor shall use its reasonable best efforts to

provide or cause to be provided to ING Financial such information by 6:30 p.m. but in no event

shall such information be provided later than 7:00 p.m., East Coast time.

(c) ING Financial, as agent for the Funds solely for the purposes expressed herein shall

receive from contract owners, Plan Representatives or Participants for acceptance as of the Close

of Trading on each Business Day 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"). In

addition, ING Financial shall (i) transmit to Distributor such Instructions no later than 9:00 a.m.,

East Coast time on the next following Business Day, and (ii) 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 (“Trade Date”). 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 the Trade Date.

(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 Business Day after the Trade Date.

(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

next Business Day on which such redemption orders are made by ING in conformance with

Section 4(c).

(f) In lieu of applicable provisions set forth in paragraphs 4(c) through 4(e) above, the

parties may agree to 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. In addition, the

parties may also provide pricing information in accordance with Exhibit 1.

(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

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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

required to be provided under this Agreement 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.

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5.	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 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, as set forth in Attachment A,
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.
6.	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, as set forth in Attachment A, 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
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.
7.	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 will consist of printing costs and 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
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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.
8.	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, unless a new management agreement is entered into with the
investment adviser with substantially identical terms and conditions; written notice of such
termination shall be promptly furnished to ING;
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.
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9.	Continuation of Agreement.
	Termination as the result of any cause listed in Section 8 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. For avoidance of
doubt, servicing fee will continue to be payable under the terms in section 5 (Servicing Fees)
after the termination, for as long as fund assets are held through the contracts or through ING
Life’s arrangement with plans.
10.	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 five (5) 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 15 to 17 calendar days following the end of each quarter.
11.	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.
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12.	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 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 by ING 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 that are prepared or provided by
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 by Distributor 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 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.
	(c) Promptly after receipt by an indemnified party hereunder of notice of the
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 12. 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 reasonably satisfactory to
such indemnified party, and after notice from the indemnifying party to such indemnified party
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of its election to assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under this Section 12 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than reasonable costs of
investigation.
This section shall survive after termination of this agreement.
13.	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.
	(c) Representations of Distributor. Distributor represents and warrants:
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(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 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 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
14.	Patriot Act. Distributor and ING acknowledge that the SEC and the United States
Treasury Department have adopted a series of rules and regulations arising out of the USA
PATRIOT Act (together with such rules and regulations, the “Applicable Law”), specifically
requiring certain financial institutions, including Distributor and ING, to establish a written anti-
money laundering and customer identification program (a “Program”). Distributor and ING each
represent, warrant and certify that they have established, and covenant that at all times during the
existence of this Agreement they will maintain, a Program in compliance with Applicable Law.
ING agrees to comply with "know your customer" requirements, including the identification and
verification of customer identities as required by Applicable Law and/or ING’s Program, with
respect to all customers on whose behalf the Firm maintains a direct account with the Funds.
15.	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 Illinois without giving effect to the principles of
conflicts of laws and the provisions shall be continuous.
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16.	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)	Anti-Money Laundering. Each of the parties to this Agreement will establish and
maintain programs, policies and procedures as required by federal, state or local law to detect
and prevent money laundering. Each party shall cooperate with the others to the extent required
by law to facilitate implementation of each other's anti-money laundering (AML) program,
which may include annual AML compliance certifications, periodic AML due diligence reviews
and/or other requests deemed necessary to ensure compliance with the AML regulations.
	(c)	Restrictions on "Excessive Trading." ING has adopted its own excessive trading
policy, a copy of which is attached as Exhibit II (“Market Timing Policy”). ING monitors
individual Participant and contract owner trading in accordance with its Market Timing Policy.
ING will use its best efforts, and shall reasonably cooperate with the Distributor and the Funds,
to enforce both its Market Timing Policy and stated policies in a Fund’s currently effective
Prospectus or Statement of Additional Information regarding transactions in Fund shares,
including those related to market timing and excessive trading. ING will execute any
instructions from the Distributor or the Funds to restrict or prohibit further purchases or
exchanges of Fund shares by an individual participant or contract owner who has been identified
by the Funds as having engaged in transactions in Fund shares that violate market timing policies
established by the Funds. The parties shall use their best efforts, and shall reasonably cooperate
with each other to prevent future market timing and frequent trading. The parties have entered
into a separate shareholder information agreement effective October 16, 2007. ING Life agrees
to provide to the Funds certain shareholder identity and transaction information upon the Fund’s
request as provided by the shareholder information agreement executed by both parties. ING
Life agrees to monitor and deter excessive trading in the Funds which are available through ING
Life variable products in accordance with ING Life’s excessive trading policy which is attached
to and made part of said shareholder information agreement.
	(d) 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, XX00
	Xxxxxxxx, XX 00000
	Attention: Xxxxxxx Xxxxxxxx (000) 000-0000
	Worksite Investment Products
12

To Distributor:

Nuveen Investments, LLC

000 X. Xxxxxx Xxxxx, Xxxxx 0000

Xxxxxxx, XX 00000

Attention:_ Xxxxx XxXxxxxx, Sr. Vice 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.

(e) Successors and Assigns. This Agreement shall be binding upon and inure to the

benefit of the parties hereto and their respective permitted successors and assigns.

(f) 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.

(g) 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.

(h) 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.

13

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/ Xxxxxxx X. Eldredge___________________________

Name__Michael C. Eldredge_________________________

Title___Vice President_________________________

ING FINANCIAL ADVISERS, LLC

By___/s/ Xxxxx X. Kelsey__________________________

Name___David A. Kelsey________________________

Title____V.P. B/O Operations________________________

DISTRIBUTOR

By___/s/ Xxxxx X. McCarthy__________________________

Name___Kevin J. McCarthy________________________

Title____Vice President________________________

14

Schedule A

For any additional separate accounts

15

EXHIBIT I

To

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") as well as via fax directly to ING at 860-723-9601(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"). 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.

(c) ING Financial or its affiliate will wire payment for net purchase orders by the Fund’s 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

16

	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 Section 4 of 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.
17

EXHIBIT II

ING Excessive Trading Policy as of January 1, 2007

18

ATTACHMENT A
[List of Funds]
Class	Fund Name	Symbol	CUSIP	12(b)1 SubTA
A	Nuveen Xxxxxxxx Xxxxx & Xxxx Xxxx	XXXXX	00000X000	bps	bps
R	Nuveen Balanced Stock & Bond Fund	NNSRX	00000X000	bps	bps
A	Nuveen Large Cap Value Fund	NNGAX	00000X000	bps	bps
R	Nuveen Large Cap Value Fund	NNGRX	00000X000	bps	bps
A	Nuveen NWQ Large Cap Value Fund	NQCAX	00000X000	bps	bps
R	Nuveen NWQ Large Cap Value Fund	NQCRX	00000X000	bps	bps
A	Nuveen NWQ Global Value Fund	NGOAX	00000X000	bps	bps
R	Nuveen NWQ Global Value Fund	NGVRX	67064Y667	bps	bps
A	Nuveen NWQ Multi Cap Value Fund	NQVAX	00000X000	bps	bps
R	Nuveen NWQ Multi Cap Value Fund	NQVRX	00000X000	bps	bps
A	Nuveen NWQ Small/Mid Cap Value Fund	NSMAX	00000X000	bps	bps
R	Nuveen NWQ Small/Mid Cap Value Fund	NSMRX	00000X000	bps	bps
A	Nuveen Xxxxxxxxxxx Growth Fund	NRGAX	00000X000	bps	bps
R	Nuveen Xxxxxxxxxxx Growth Fund	NRGRX	00000X000	bps	bps
A	Nuveen Tradewinds International Value Fund	NAIGX	00000X000	bps	bps
R	Nuveen Tradewinds International Value Fund	NGRRX	00000X000	bps	bps
A	Nuveen Tradewinds Global All-Cap Fund	NWGAX	00000X000	bps	bps
R	Nuveen Tradewinds Global All-Cap Fund	NWGRX	00000X000	bps	bps
A	Nuveen Tradewinds Value Opportunities Fund	NVOAX	00000X000	bps	bps
R	Nuveen Tradewinds Value Opportunities Fund	NVORX	00000X000	bps	bps
A	Nuveen Core Bond Fund	NCBAX	00000X000	bps	bps
R	Nuveen Core Bond Fund	NCBRX	00000X000	bps	bps
A	Nuveen High Yield Bond Fund	NHYAX	00000X000	bps	bps
R	Nuveen High Yield Bond Fund	NHYRX	00000X000	bps	bps
A	Nuveen Short Duration Bond Fund	NSDAX	00000X000	bps	bps
R	Nuveen Short Duration Bond Fund	NSDRX	00000X000	bps	bps
A	Nuveen Santa Xxxxxxx Growth Fund	NSAGX	00000X000	bps	bps
R	Nuveen Santa Xxxxxxx Growth Fund	NSRGX	00000X000	bps	bps
A	Nuveen Santa Xxxxxxx Dividend Growth Fund	NSBAX	00000X000	bps	bps
R	Nuveen Santa Xxxxxxx Dividend Growth Fund	NSBRX	00000X000	bps	bps
A	Nuveen Santa Xxxxxxx Growth Opportunities Fund	NSOAX	00000X000	bps	bps
R	Nuveen Santa Xxxxxxx Growth Opportunities Fund	NSORX	00000X000	bps	bps
19