This Amendment to Agreement (the “Amendment”) is entered into and effective as of October 1, 2007, by and among Lord Abbett Distributor LLC (“LAD”), each of the investment companies comprising the Lord Abbett Family of Funds, including each separate...

Exhibit 24(b)(8.39) AMENDMENT TO AGREEMENT
	This Amendment to Agreement (the “Amendment”) is entered into and
effective as of October 1, 2007, by and among Lord Xxxxxx Distributor LLC (“LAD”),
each of the investment companies comprising the Lord Xxxxxx Family of Funds,
including each separate investment portfolio, whether existing at the date of this
Agreement or established subsequent thereto (each a “Fund,” and collectively,
“Funds”), ING Life Insurance and Annuity Company (“ING Life”) and ING Financial
Advisers, LLC (“ING Financial”) (ING Life and ING Financial collectively referred to
as “Service Provider”).
	WHEREAS, the Funds, LAD and Service Provider have entered into an
agreement pursuant to which shares of the Funds may be offered to employee benefit
plans for which Service Provider provides recordkeeping and other administrative
services (the “Agreement”); and
	WHEREAS, the parties now desire to amend the Agreement to provide for the
addition of a new Fund share class of the Agreement.
	NOW, THEREFORE, in consideration of the premises and mutual covenants
and promises expressed herein, the parties agree to amend the Agreement as follows:
1.	The Agreement shall be deemed to be amended to the extent necessary to reflect
	the inclusion of Class R3 shares of the Funds (“Shares”).
2.	The fee paid to the Service Provider for recordkeeping and other administrative
	services relating to Shares shall be the same as the fee paid for such services on
	Class P shares of the Funds under the Agreement.
3.	No fee shall be paid under the Agreement for Plans that select Class P Shares as a
	Plan option but have not done so prior to October 1, 2007, except to the extent
	that: (i) the Plan selects Class P Shares as a plan option by March 31, 2008, and
	(ii) the selection is based on a proposal or recommendation that can be shown to
	have been presented to the Plan before October 1, 2007.
4.	In the event of any inconsistencies between the Agreement and this Amendment,
	the terms of this Amendment shall govern.
5.	All other terms and conditions of the Agreement shall remain in full force and
	effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be 

entered into as of date first above written. 

THE LORD XXXXXX FAMILY OF FUNDS		ING LIFE INSURANCE AND ANNUITY
		COMPANY
/s/ Xxxxxxxx X. Xxxxxx		By:	/s/ Xxxxxxx X. Xxxxxxxx
Xxxxxxxx X. Xxxxxx		Name:	Xxxxxxx X. Xxxxxxxx
Vice President and Secretary		Title:	Vice President
LORD XXXXXX DISTRIBUTOR LLC		ING FINANCIAL ADVISERS, LLC
By: Lord, Xxxxxx & Co. LLC,
its Managing Member
/s/ Xxxxxxxx X. Xxxxxx		By:	/s/ Terran X. Xxxxx
Xxxxxxxx X. Xxxxxx		Name:	Terran X. Xxxxx
Member		Title:	VP, Advisory Services
LORD, XXXXXX & CO. LLC
/s/ Xxxxxxxx X. Xxxxxx
Xxxxxxxx X. Xxxxxx
Member
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