SELLING, SERVICES AND FUND PARTICIPATION AGREEMENT THIS AGREEMENT is made and entered into as of this 30th day of July, 2009 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLC (“ING...

Exhibit 24(b)(8.91)

SELLING, SERVICES AND

FUND PARTICIPATION AGREEMENT

THIS AGREEMENT is made and entered into as of this 30th day of July, 2009 by

and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional

Plan Services, LLC (“ING Institutional”), ING Financial Advisers, LLC (“ING

Financial”) (collectively, “ING”) on its own behalf and on behalf of each separate

account that it has established and may establish in the future (each such account

hereinafter referred to as a “Separate Account”), and Ivy Funds Distributor, Inc.

(“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, identified on

Schedule A, attached hereto, as may be amended from time to time; 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 (“Tax Code”), certain nonqualified deferred compensation arrangements, and

custodial accounts under Section 403(b)(7) or 408 of the Tax Code (collectively,

“Plans”); and

WHEREAS, ING Institutional is a limited liability company that provides various

recordkeeping and other administrative services to certain 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 and may establish in the future Separate

Accounts for all of its annuity contracts and funding agreements 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 ING

Institutional will provide various administrative and shareholder services in connection

with the investment by the Plans in the Funds; 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 outside of the Contracts, 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.

	(c) To the extent ING is required to do so under applicable law, ING shall
provide full disclosure to the customer of all material facts and act in good faith, fairly,
and in compliance with applicable laws, rules, regulations and commercial standards.

	(d) ING shall not transmit any order for the purchase of shares on behalf of any
underlying purchaser who (i) is not a resident of the United States, or (ii) is a resident of
another jurisdiction in which such shares are not qualified for sale.

	(e) Distributor and the Funds explicitly disclaim any and all responsibility for
the offer, sale, distribution and/or servicing of the Contracts, except as otherwise
specified in this Agreement.

2.	Omnibus Account.

	The parties agree that, with respect to each Fund, up to three omnibus accounts may
be maintained (the “Account” or collectively, the “Accounts”). For Plan assets directed
for investment directly in the Fund, one Account held in the name of the Nominee may
be maintained in connection with Plans for which ING Life shall provide various



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recordkeeping and other administrative services, and a second Account held in the name
of the Nominee may be maintained in connection with Plans for which ING Institutional
shall provide various recordkeeping and other administrative services. Alternatively, one
Account held in the name of the Nominee may be maintained in connection with Plans
for which both ING Life and ING Institutional shall provide such recordkeeping and
administrative services. An additional Account held in the name of ING Life shall be
maintained for those Plan assets directed for investment in the Fund through the
Contracts. ING Institutional, as service agent for Plans, or ING Life, as service agent for
Plans or issuer of the Contracts, 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 ING;

	(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 4 hereof;

	(i)	providing subaccounting services and maintaining accurate subaccounting
records regarding shares beneficially owned by customers;




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	(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 Board of
Directors of the Fund (hereinafter the “Directors”) 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 Directors, acting in good faith and in the
best interests of the shareholders of the Fund shares and is acting in compliance with their
fiduciary obligations under federal and/or any applicable state laws.

	(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., Eastern 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) 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 commercially reasonable efforts to provide
or cause to be provided to ING Financial such information by 6:30 p.m., Eastern time,
unless extraordinary circumstances are encountered in which case Distributor shall notify
ING Financial of the delay and shall provide such information no later than 7:00 p.m.

	(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



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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., Eastern 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 that Business Day.

(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, promptly, but in any event no later than 4:00 p.m., Eastern

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 received in good order, in immediately available funds, to

an account or accounts designated by ING Financial, promptly, but in any event no later

than 4:00 p.m. Eastern time on the Business Day after the Trade date.

(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

(g) Issuance and transfer of Fund shares will be by book entry only. Share

certificates will not be issued to ING for any Separate Account. Fund shares will be

recorded in the appropriate title for each Separate Account.

(h) 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 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.

(i) Distributor or its agents will use reasonable best efforts to provide closing net

asset value, change in net asset value, dividend or daily accrual rate information and

capital gain information by 6:30 p.m. Eastern Time each Business Day to ING. ING

shall use this data to calculate values for its Separate Accounts and for shares purchased

directly by the Nominee. Such values shall be used to process that same Business Day’s

transactions. In the event adjustments to transactions previously effected on behalf of the

Nominee or a Separate Account are required to correct any material error in the

computation of the net asset value of a Fund’s shares, Distributor or its agent shall notify

ING as soon as practicable after discovering the need for those adjustments which result

in a reimbursement to the Nominee or a Separate Account in accordance with the Funds’

then current policies on reimbursement, which Distributor represents are consistent with

applicable Securities and Exchange Commission (“SEC”) standards. If an adjustment is

to be made in accordance with such policies to correct an error which has caused the

Nominee or a Separate Account to receive an amount different than that to which it is

entitled, Distributor or its agent shall make all necessary adjustments to the number of

shares owned by the Nominee or the Separate Account and distribute to the Nominee or

Separate Account the amount of such underpayment for credit by ING to affected

Contract owners. ING agrees to use its best efforts to minimize any costs incurred under

this paragraph and shall provide Distributor with acceptable documentation of any such

costs incurred.

(j) In the event that an adjustment is required in accordance with a Fund’s then

current policies on reimbursement to correct any error in the computation of the net asset

value of Fund shares, Distributor shall notify ING as soon as practicable after learning of

the error. Notice may be made via e-mail or directly by telephone, and shall state for

each day for which an error occurred the incorrect price, the correct price and, to the

extent communicated to the Fund’s other shareholders, the reason for the price change.

If a price error causes an Account to receive less than the amount to which it would

otherwise have been entitled, Distributor shall make all necessary adjustments, subject to

the Fund’s then current policies on reimbursement, so that the Account receives the

amount to which it would have been entitled.

If a price error causes an Account to receive amounts in excess of amounts to which

it otherwise would have been entitled, ING, upon the request of Distributor, shall use its

best efforts to collect such excess amounts from the affected customers.

(k) 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.


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, ING Institutional 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 or will cause to be
paid to ING Life or ING Institutional, as appropriate, a servicing fee, as specified in
Schedule A, based on the average net assets invested in the Funds through the Contracts
or through ING Life’s or ING Institutional’s arrangements with Plans in each calendar
quarter. Distributor will make, or cause to be made, such payments to ING Life or ING
Institutional 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 or ING Institutional for the quarter and such other supporting data as may be
reasonably requested by ING Life or ING Institutional. If required by a Plan or by
applicable law, ING Life or ING Institutional 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 or ING Institutional.

6.	Distribution Fees.

	To compensate ING Financial for its distribution of Fund shares, Distributor shall
make quarterly payments to ING Financial, as specified in Schedule A, based on the
average net assets invested in the Funds through the Contracts or through ING Life’s or
ING Institutional’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 distribution fees, or to use such fees it collects
from Distributor to offset other fees payable by the Plan to ING Financial.

7.	Expenses.

	Distributor shall reimburse certain reasonable out-of-pocket expenses ING Life or
ING Institutional incurs in connection with providing shareholder services to contract
owners or the Plans. These expenses include actual postage paid by ING Life or ING
Institutional in connection with mailing updated prospectuses, supplements and financial
reports to contract owners or Plan Representatives or Participants for which ING Life or
ING Institutional provides shareholder services hereunder, and all costs incurred by ING



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Life or ING Institutional 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 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.

	If ING elects to include any materials provided by Distributor or the Funds,
specifically Prospectuses, SAIs, Periodic Reports and proxy materials, on its web site or
in any other computer or electronic format, ING assumes sole responsibility for
maintaining such materials in the form provided by Distributor or the Funds for promptly
replacing such materials with all updates provided by Distributor or the Funds.
Distributor or the Funds agree to provide all such materials requested by ING in a
Portable Document Format (“PDF”) in a timely fashion at no additional cost, together
with such other formats at ING’s cost as may be mutually agreed upon.

8.	Termination.

This Agreement shall terminate as to the maintenance of the Account:

	(a) At the option of either ING Life, ING Institutional, ING Financial or
Distributor upon four (4) months advance written notice to the other parties;

	(b) At the option of ING Life, ING Institutional 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 Financial Industry Regulatory Authority (“FINRA”), the 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; written notice of such termination shall be
promptly furnished to ING;

	(f) 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



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Contracts. ING Life will give sixty (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. To the extent one or more third parties are
engaged by ING to offer the Contracts and/or perform services that ING is responsible
for under this Agreement (such parties include, but are not limited to, affiliates of ING)
(“Agents”), ING shall determine that each such Agent is capable of performing such
services, shall take measures as may be necessary to ensure that Agents perform such
services in accordance with the requirements of this Agreement and applicable law and
shall bear full responsibility for, and assume all liability for (including any obligation for
indemnification as provided in Paragraph 12 hereof), the actions and inactions of such
Agents as if such services had been provided by ING;

	(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;

	(i) At any time with respect only to an applicable Fund(s), upon Distributor’s
election, if Distributor determines that liquidation of the Funds is in the best interest of
the Funds and its (their) beneficial owners. Reasonable advance notice (which shall be
no less than sixty (60) days) of election to liquidate shall be furnished by Distributor to
permit the substitution of Fund shares with the shares of another investment company; or

	(j) At the option of any party to this Agreement, upon thirty (30) days written
notice to the other parties that another party is in material breach of any provision of this
Agreement, unless the party in breach cures the breach to the reasonable satisfaction of
the party alleging the breach, within the notice period.

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, unless doing so would be contrary to applicable law or regulation. For
avoidance of doubt, the servicing fee will continue to be payable under the terms in
Section 5 after the termination, for as long as Fund assets are held through the Contracts
or through ING Life’s or ING Institutional’s arrangement with Plans and so long as ING
continues to perform the services in Section 3 to the 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



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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 ten (10) Business Days of
receipt of such materials of its approval or disapproval of such materials. ING shall be
responsible for final written approval and recordkeeping of such advertising and
literature, and for filing such material with FINRA or any other applicable regulatory
body if required.

	(b) Distributor will provide to ING at least one complete copy of all
Prospectuses, SAIs, 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,
SAIs, 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 as soon as reasonably practical following the end of each quarter, but in no event
later than fifteen (15) calendar days following the end of the quarter.

	(d) ING and its Agents shall make no representations concerning the Funds or
Fund shares that are inconsistent with those contained in the Funds’ then current
Prospectuses, SAIs or other documents produced by Distributor (or an entity on its
behalf) which contain information about the Funds.

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.

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 or ING Institutional under this Agreement, (ii) result in an untrue
statement or alleged untrue statement of any material fact contained in information
furnished by ING; (iii) result in the omission or the alleged omission to state in the



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Registration Statements or Prospectuses of the Separate Accounts, or Contract, or in any

sales literature or other public communication generated by ING on behalf of the

Separate Accounts or Contracts, a material fact required to be stated therein or necessary

to make the statements therein not misleading; (iv) arise out of any statements or

representations of ING or its agents or third parties, with respect to the offer, sale or

distribution of Contracts for which Fund shares are an underlying investment, or

negligent or wrongful conduct of ING or its Agents or third parties with respect to offers

or sales of Contracts or Funds Shares; or (v) result from a breach 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,

ING Life and ING Institutional the Nominee and each of their directors, officers,

employees, agents and each person, if any, who controls ING Financial, ING Life, ING

Institutional and the Nominee within the meaning of the 1933 Act against any losses,

claims, damages or liabilities to which ING Financial, ING Life, ING Institutional, 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 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 of a material provision of this Agreement. Distributor will reimburse any legal or

other expenses reasonably incurred by ING Financial, ING Life, ING Institutional, the

Nominee, 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 Distributor 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: (i) the gross negligence or willful misconduct, or (ii) an act, statement,

omission or representation or alleged act, alleged statement, alleged omission or alleged

representation of ING Financial, ING Life, ING Institutional, the Nominee or their

respective directors, officers, employees, agents, or any controlling person herein defined

in the performance of their obligations under this Agreement.

commencement of action, such indemnified party will, if a claim in respect thereof is to

be made against the indemnifying party hereunder, promptly 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 satisfactory to such indemnified party,
and after notice from the indemnifying party to such indemnified party 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: (1) it is a life insurance company organized under the laws of the
	State of Connecticut, (2) it is in good standing in that jurisdiction, (3) it is in
	material compliance with all applicable federal and state insurance laws, (4) it 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, (5) it has
	full authority to enter into this Agreement and carry out its obligations pursuant to
	it terms, (6) it has legally and validly established each Separate Account prior to
	any issuance or sale of Contracts, shares or other interests therein, as a segregated
	asset account under the insurance laws of the State of Connecticut, (7) the
	Contracts are or will be registered unless exempt and that it will make every effort
	to maintain such registration under the 1933 Act to the extent required by the
	1933 Act; and

	(ii) that it is authorized under the Plans to: (1) provide administrative
	services to the Plans, and (2) facilitate transactions in the Fund(s) through the
	Account(s).

	(b) Representations of ING Institutional. ING Institutional represents and
	warrants:

	(i) that it (1) is a limited liability company 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 and state 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




12

(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.

(i) that it: (1) is a member in good standing of the FINRA, (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.

(d) Representations of Distributor. Distributor represents and warrants:

(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, ING Life and ING Institutional promptly
	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 it: (1) is a member in good standing of the FINRA, (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 it: (1) is a corporation duly organized under the laws of the State
	of Florida (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.	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 Delaware to the extent such law is not
superseded by federal law without giving effect to the principles of conflicts of laws and
the provisions shall be continuous.

15.	Confidentiality.

	ING. Distributor acknowledges that the identities of the customers of ING or any
of its affiliates (collectively, “ING Protected Parties” for purposes of this Section 15),
information maintained regarding those customers, and all computer programs and
procedures or other information developed by ING Protected Parties or any of their
employees or agents in connection with ING’s performance of its duties under this
Agreement are the valuable property of ING Protected Parties. Distributor agrees that if
it comes into possession of any list or compilation of the identities of or other information
about ING Protected Parties, other than such information as may be independently
developed or compiled by the Funds from information supplied to it by ING Protected
Parties’ customers who also maintain accounts directly with the Funds, Distributor will
hold such information or property in confidence and refrain from using, disclosing or
distributing any such information or other property except: (a) with ING’s prior written
consent; or (b) as required by law or judicial process.

	Distributor. ING acknowledges that the identities of the customers of Distributor
or any of its affiliates (collectively, “Distributor Protected Parties” for purposes of this
Section 15), information maintained regarding those customers, and all computer
programs and procedures or other information developed by Distributor Protected Parties



14


or any of their employees or agents in connection with the Funds performance of its
duties under this Agreement are the valuable property of the Distributor Protected Parties.
ING agrees that if it comes into possession of any list or compilation of the identities of
or other information about the Distributor Protected Parties, other than such information
as may be independently developed or compiled by ING from information supplied to it
by the Distributor Protected Parties’ customers who also maintain accounts directly with
ING, ING will hold such information or property in confidence and refrain from using,
disclosing or distributing any of such information or other property except: (a) with
Distributor’s prior written consent; or (b) as required by law or judicial process.

	Both Parties. Each party acknowledges that any breach of the agreements in this
Section 15 would result in immediate and irreparable harm to the other party for which
there would be no adequate remedy at law and agree that in the event of such a breach,
the other party will be entitled to equitable relief by way of temporary and permanent
injunctions, as well as such other relief as any court of competent jurisdiction deems
appropriate.

16.	Miscellaneous.

	(a) Amendment and Waiver. Except to the extent that Distributor may
unilaterally amend Schedule A for the purpose of adding a Fund or share class to the
Agreement, 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”. The Funds have adopted policies
designed to prevent frequent purchases and redemptions of any Fund shares in quantities
great enough to disrupt orderly management of the corresponding Fund’s investment
portfolio. ING Life and ING Institutional have adopted their own excessive trading
policy, which is attached as Exhibit II (the “Policy”). ING does not monitor trading in
fund shares on behalf of, or in accordance with disclosed policies of, any fund groups;
however, ING Life and ING Institutional monitor individual Participant and Contract
owner trading in accordance with its Policy. ING Life and ING Institutional will use their
best efforts, and shall reasonably cooperate with the Distributor and the Funds, and 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 Distributor or the Funds as having engaged in transactions
in Fund shares that violate market timing policies established by the Funds. The parties



15

shall use their best efforts, and shall reasonably cooperate with each other to prevent

future market timing and frequent trading. Additionally, the parties have entered into a

separate shareholder information agreement dated ___________, incorporating the terms

of the Policy. ING Life and ING Institutional agree 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.

(d) Notice of Certain Proceedings and Other Circumstances. ING will promptly

notify Distributor of: (i) the issuance by any court or regulatory body of any stop order,

cease and desist order, or other similar order with respect to each Separate Account’s

registration statement under the 1933 Act relating to the Contracts or each Separate

Account Prospectus, (ii) any request by the SEC for any amendment to such registration

statement or Separate Account Prospectus that may affect the offering of shares of the

Funds, (iii) the initiation of any proceedings for that purpose or for any other purpose

relating to the registration or offering of each Separate Account’s interests pursuant to the

Contracts, or (iv) any other action or circumstances that may prevent the lawful

limitation, any circumstances in which said interests are not registered and, in all material

respects, issued and sold in accordance with applicable state and federal law. ING will

make every reasonable effort to prevent the issuance of any such stop order, cease and

desist order or similar order and, if any such order is issued, to obtain the lifting thereof at

the earliest possible time.

(e) 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:

ING

Xxx Xxxxxx Xxx, X0X

Xxxxxxx, XX 00000-0000

Attention:

Worksite Investment Products

To Distributor:

Ivy Funds Distributor, Inc.

0000 Xxxxx Xxxxxx

Xxxxxxxx Xxxx, XX 00000

Attention: Contracts Department

With a copy to the Legal Department

Any notice, demand or other communication given in a manner prescribed in this

Subsection (e) shall be deemed to have been delivered on receipt.


(f) 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.

(g) 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.

(h) 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.

(i) Entire Agreement. This Agreement including any Exhibits attached hereto
and apart hereof, 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.

(j) Force Majeure. Each party shall be excused from the performance of any
of its obligations to the other where such nonperformance is occasioned by any event
beyond its control which shall include, without limitation, any applicable order, rule or
regulation of any federal, state or local body, agency or instrumentality with jurisdiction,
work stoppage, accident, natural disaster, war, acts of terrorism or civil disorder,
provided that the party so excused shall use all reasonable efforts to minimize its
nonperformance and overcome, remedy, cure or remove such event as soon as is
reasonably practicable, and such performance shall be excused only for so long as, in any
given case, the force or circumstances making performance impossible shall exist.

(k)	Relationship of Parties. Subject to the terms and conditions of this
Agreement, ING shall be authorized to, and agrees, to act as a limited agent of Distributor
for purposes of Rule 22c-1 under the 1940 Act and to the extent permitted by applicable
law, for the sole purpose of receiving instructions for the purchase and redemption of
Fund shares (from Contract owners or Participants making investment allocation
decisions under the Contracts). Except as particularly stated in this paragraph, ING shall
have no authority to act on behalf of Distributor or the Funds or to incur any cost or
liability on its behalf. Nothing in this Agreement shall be deemed to create a partnership
or joint venture by and among the parties hereto.

(l)	Non-Exclusive Agreement. The parties of this Agreement acknowledge
and agree that this Agreement shall not be exclusive in any respect.


	[Remainder of page intentionally left blank.]




17


	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/ Xxxx X. Xxxxxxx
Name: Xxxx X. Xxxxxxx
Title: Vice President

ING INSTITUTIONAL PLAN SERVICES, LLP


By	/s/ Xxxxxxxx Xxxxxxxxx attorney in fact
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President


ING FINANCIAL ADVISERS, LLC


By	/s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President


IVY FUNDS DISTRIBUTOR, INC.


By	/s/ Xxxxxx X. Xxxxx
Name	Xxxxxx X. Xxxxx
Title	President




	18


	Schedule A


Funds	Distribution Fee	Administrative
		Services Fee
Ivy Family of Funds A shares	____ bps	____ bps
(excluding Ivy Money Market Fund)
Ivy Money Market Fund A share	____ bps	____ bps
Ivy Family of Funds Y shares	____ bps	____ bps
Ivy Family of Funds R shares	____ bps	____ bps
Ivy Family of Funds I shares	____ bps	____ bps




	19

EXHIBIT I

SELLING AND SERVICES AGREEMENT and FUND PARTICIPATION

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 4 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 email or fax directly to ING at

000-000-0000 (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.

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 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 and/or Distributor 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.

EXHIBIT II

ING Excessive Trading Policy (the “Policy”) as of October 16, 2007

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SELLING, SERVICES AND FUND PARTICIPATION AGREEMENT THIS AGREEMENT is made and entered into as of this 30th day of July, 2009 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLC (“ING...

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