RULE 22C-2 AGREEMENT

                                                                   Exhibit 99-B.8.97

                                                       RULE 22C-2 AGREEMENT

This AGREEMENT, dated April 16, 2007, is effective as of the 16th day of October, 2007,
between Janus Services LLC, Janus Distributors LLC, Janus Capital Management LLC, and
Janus Aspen Series (collectively the “Fund Agent”) relating to the funds listed on the attached
Schedule A (the “Funds”) and ING Life Insurance and Annuity Company, ING USA Annuity
and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance
Company of New York, and Security Life of Denver Insurance Company, (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 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, the Fund Agent and the Intermediaries hereby agree as
follows:

A.		Agreement to Provide Shareholder Information.
		1.		Each Intermediary agrees to provide the Fund Agent, upon written request, the
following shareholder information:
				a.		The taxpayer identification number (“TIN”) or any other government
						issued identifier, if known, that would identity of each shareholder of the
						account 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, transaction type, 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 Agent, 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

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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.
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. Notwithstanding the foregoing, Fund Agent may request
transaction information older than 90 days as it deems necessary to investigate compliance with
policies established by the Fund Agent for the purpose of eliminating or reducing any dilution of
the value of the outstanding shares issued by the Fund Agent.

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 requested by the
Fund Agent, Intermediary agrees to use best efforts to determine promptly whether any specific
person about whom it has received the identification and transaction information specified in
Section A is itself a financial intermediary (“indirect intermediary”) and, upon further instruction
of the Fund Agent, promptly either (i) arrange to provide the information set forth in Section A
for those shareholders who hold an account with an indirect intermediary or (ii) if directed by the
Fund Agent, restrict or prohibit the indirect intermediary from purchasing, in nominee name on
behalf of other persons, securities issued by the fund.

B.		Agreement to Restrict Trading.
		1.		Each Intermediary agrees to execute written instructions from the Fund Agent to
restrict or prohibit further purchases or exchanges of shares by a shareholder who has been
identified by the Fund Agent 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 any dilution of the value of
the outstanding shares issued by the Fund Agent. Unless otherwise directed by the Fund, any
such restrictions or prohibitions shall only apply to Shareholder-Initiated Transfer Purchases or
Shareholder-Initiated Transfer Redemptions that are effected directly through the Intermediary.

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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 Agent to restrict or prohibit trading promptly, but no later than 10 Business Days after
receipt of the instructions by the Intermediaries. The Intermediaries will provide written
confirmation to the Fund Agent 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 Agent to restrict or prohibit trading promptly, but no later than 10 Business Days after
receipt of the instructions by the Intermediaries. The Intermediaries will provide written
confirmation to the Fund Agent 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 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 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 Agent agrees to reimburse the Intermediaries for reasonable costs they incur directly
resulting from: (1) complying with requests to provide Fund Agent with shareholder information
that is older than one year or (2) requests by Fund Agent to implement non-routine purchase
restrictions such as blocking new money through payroll/ACH deposits; provided, however, that

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Fund Agent and such relevant Intermediary are able to agree to mutually acceptable terms with
respect to such reimbursement.

C. 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 and agents 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.
Notwithstanding the foregoing, the parties agree that the Fund Agent may disclose shareholder
information provided by Intermediary pursuant to this Agreement to a third party service
provider hired by the Fund Agent to assist the Fund Agent with its obligations under this
Agreement and Rule 22c-2, provided the third party service provide is contractually obligated to
protect shareholder information to the same extent as the Fund Agent.

The Fund Agent agrees to 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
Agent or any third party service provider of the Fund Agent 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

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. For those Intermediaries currently not party to any of the
foregoing agreements, such Intermediaries agree that this Agreement shall supplement any such
future agreement. 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.

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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:
						Janus Services LLC
						Attention:		General Counsel
						Address:		000 Xxxxxxx Xx
								Xxxxxx, Xx 00000
						Phone:		000-000-0000
						With copies to:
						Janus Services LLC
						Attn: Xxxx Xxxxxx
						000 Xxxxxxx Xxxxxx
						Xxxxxx, XX 00000
						Janus Services LLC
						Attn: Xxxxxx Xxxxxxxx
						000 Xxxxxxx Xxxxxx
						Xxxxxx, XX 00000

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		Xxxxxxxxxx Xxxxxxx		Name		Xxxxxxxxxx Xxxxxxx
and Title:		Authorized Representative		and Title:		Authorized Representative
ING USA Annuity and Life Insurance				Janus Services, LLC
Company
By:		/s/ Xxxxxxxxxx Xxxxxxx		By:		/s/ Xxxxxxx Xxxx Xxxxxxx
Name		Xxxxxxxxxx Xxxxxxx		Name		Xxxxxxx Xxxx Xxxxxxx
and Title:		Authorized Representative		and Title:		Senior Vice President
ReliaStar Life Insurance Company				Janus Distributors LLC
By:		/s/ Xxxxxxxxxx Xxxxxxx		By:		/s/ Xxxxxxx Xxxx Xxxxxxx
Name		Xxxxxxxxxx Xxxxxxx		Name		Xxxxxxx Xxxx Xxxxxxx
and Title:		Authorized Representative		and Title:		Senior Vice President
ReliaStar Life Insurance Company of New				Janus Capital Management LLC
York
By:		/s/ Xxxxxxxxxx Xxxxxxx		By:		/s/ Xxxxxxx Xxxx Xxxxxxx
Name		Xxxxxxxxxx Xxxxxxx		Name		Xxxxxxx Xxxx Xxxxxxx
and Title:		Authorized Representative		and Title:		Senior Vice President
				Janus Aspen Series
				By:		/s/ Xxxxxxxxx Grauenholz-Xxxxxx
				Name		Xxxxxxxxx Grauenholz-Xxxxxx
				and Title:		Vice President

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                                                                     Schedule A

The term “Fund” shall include:

All Series and share classes of the following investment companies:

Janus Investment Fund
Janus Adviser Series
Janus Aspen Series

B-2