0000103007-17-000013 Sample Contracts

Exhibi6t 24(b)(8.97) SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co • New York

THIS AGREEMENT, made and entered into as of this lst day of July, 1998 by and among Aetna Investment Services, Inc. ("AISI"), Aetna Life Insurance and Annuity Company ("ALIAC") (collectively, "Aetna"), and Lazard Freres & Co. 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").

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FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT
Fund Participation Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This First Amendment dated as of June 1, 2016, by and between Voya Retirement Insurance and Annuity Company (the “Company”), and one or more of The Lazard Funds, Inc., an open-end series investment company (the "Fund"), Lazard Asset Management Securities LLC, the Fund’s principal underwriter (“Distributor”), and Lazard Asset Management LLC, the investment adviser to each mutual fund comprising the Fund and the parent company of the Distributor (“LAM”) is made to the Fund Participation Agreement dated as of October 23, 2000 (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.

FOURTH AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Third Amendment dated as of September 22, 2011 by and between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”), ING Financial Advisers, LLC (formerly Aetna Investment Services, Inc.)(“ING Financial”)(collectively “ING”), and Lazard Asset Management Securities LLC (“Distributor”) is made to the Selling and Services Agreement dated as of July 1, 1998 (the “Agreement”) as amended on June 18, 2007, March 31, 2008 and August 16, 2009. Terms defined in the Agreement are used herein as therein defined.

THIRD AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Third Amendment dated as of August 16, 2009 by and between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”), ING Financial Advisers, LLC (formerly Aetna Investment Services, Inc.)(“ING Financial”)(collectively “ING”), and Lazard Asset Management Securities LLC (“Distributor”) is made to the Selling and Services Agreement dated as of July 1, 1998 (the “Agreement”) as amended on June 18, 2007 and March 31, 2008. Terms defined in the Agreement are used herein as therein defined.

SIXTH AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Sixth Amendment dated as of May 20 , 2015 (the “Amendment”) by and between Voya Retirement Insurance and Annuity Company , Voya Institutional Plan Services, LLC , Voya Financial Partners, LLC (collectively “Voya”), and one or more of The Lazard Funds, Inc., an open-end series investment company (the "Fund"), Lazard Asset Management Securities LLC, the Fund’s principal underwriter (“Distributor”), and Lazard Asset Management LLC, the investment adviser to each mutual fund comprising the Fund and the parent company of the Distributor (“LAM”) is made to the Selling and Services Agreement dated as of July 1, 1998 (the “Agreement”) as amended on June 18, 2007, March 31, 2008 ,August 16, 2009 and September 22, 2011 and March _, 2015. Terms defined in the Agreement are used herein as therein defined.

FIFTH AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Fifth Amendment dated as of January 1, 2015, by and between Voya Retirement Insurance and Annuity Company (“Voya Retirement”), Voya Institutional Plan Services, LLC (“Voya Institutional”), Voya Financial Partners, LLC (“Voya Financial”) (collectively “Voya”), and one or more of The Lazard Funds, Inc., an open-end series investment company (the "Fund"), Lazard Asset Management Securities LLC, the Fund’s principal underwriter (“Distributor”), and Lazard Asset Management LLC, the investment adviser to each mutual fund comprising the Fund and the parent company of the Distributor (“LAM”)is made to the Selling and Services Agreement dated as of July 1, 1998 (the “Agreement”) as amended on June 18, 2007, March 31, 2008, August 16, 2009 and September 22, 2011. Terms defined in the Agreement are used herein as therein defined.

AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

THIS AMENDMENT to the Selling and Services Agreement (“Amendment”) is entered into and is effective this 18th day of June, 2007 by and among ING Financial Advisers, LLC, ING Life Insurance and Annuity Company (collectively, the “ING Entities”) and Lazard Asset Management Securities LLC (“Distributor”).

SECOND AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

THIS SECOND AMENDMENT to the Selling and Services Agreement (“Amendment”) is entered into and is effective this 31st day of March, 2008 by and among ING Life Insurance and Annuity Company (“ING Life”), ING Financial Advisers, LLC (“ING Financial”) (collectively, “ING”) and Lazard Asset Management Securities LLC.

SEVENTH AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Seventh Amendment dated as of April 1, 2016 (the “Amendment”) by and between Voya Retirement Insurance and Annuity Company (formerly ING Life Insurance and Annuity Company), Voya Institutional Plan Services, LLC (formerly ING Institutional Plan Services, LLC), Voya Financial Partners, LLC (formerly ING Financial Advisers, LLC) (collectively “Voya”), and Lazard Asset Management Securities LLC (“Distributor”) and Lazard Asset Management LLC the investment adviser to each mutual fund comprising the Fund and the parent company of the Distributor (“LAM’), is made to the Selling and Services Agreement dated as of July 1, 1998, as amended on July 18, 2007, March 31, 2008, August 16, 2009, September 22, 2011, January 1, 2015, and May 20, 2015 (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.

SECOND AMENDMENT TO SELLING AND SERVICES AGREEMENT
Selling and Services Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

This Second Amendment dated as of February 1, 2010 by and between ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) (“ING Life”), ING Institutional Plan Services, LLP (“ING Institutional”) and ING Financial Advisers, LLC (formerly Aetna Investment Services, Inc.) (“ING Financial”), collectively “ING”, and Natixis Distributors, L.P. (formerly IXIS Asset Management Distributors, L.P. and prior thereto CDC IXIS Asset Management Distributors, L.P.) (“Distributor”) is made to the Selling and Services Agreement dated as of April 30, 2001 (the “Agreement”) as modified by letter agreements on January 16, 2002, July 1, 2002 and May 20, 2003 and as amended on March 13, 2009. Terms defined in the Agreement are used herein as therein defined.

SECOND AMENDMENT TO SELLING, SERVICES AND FUND PARTICIPATION AGREEMENT
Selling, Services and Fund Participation Agreement • April 4th, 2017 • VARIABLE ANNUITY ACCT C OF VOYA RETIREMENT INSURANCE & ANNUITY Co

WHEREAS, Ivy Funds Distributor, Inc. (“Distributor”) and Voya Retirement Insurance and Annuity Company (“Voya Retirement”), Voya Institutional Plan Services, LLC (“Voya Institutional”), and Voya Financial Partners, LLC (“Voya Financial”), (collectively “Voya”), entered into said Selling, Services and Fund Participation Agreement dated July 30, 2009, as amended (the “Agreement”).

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