SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT THIS AGREEMENT is made and entered into as of this 7th day of January, 2010 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services,


Exhibit 24(b)(8.143)
SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT
 
 
  THIS AGREEMENT is made and entered into as of this 7th day of January, 2010 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”),
and ▇. ▇. ▇▇▇▇▇▇▇ 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 (“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 (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 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 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. As of the date of this Agreement, the parties acknowledge that the Nominee shall
be ING National Trust, an ING affiliate.
 
  (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, 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 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 the ING;
 
2

 

 

  (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;
 
  (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
Trustees of the Fund (hereinafter the “Trustees”) 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 Trustees, 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., 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) 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 provide or cause to be provided to ING Financial such
information by 6:30 p.m., East Coast time.
 
3

 

 

(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 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, 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
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 I.
 
(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 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.
 
4

 

 

  (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, 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.
 
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 may 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 or ING Institutional, as appropriate, a servicing fee, as specified in Schedule A
(attached), 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. The parties
agree that all or a portion of such servicing fee may be derived from a Fund’s 12b-1 plan.
Distributor will make 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. 12b-1 Fees.
 
  To compensate ING Financial for its distribution of Fund Shares or administrative services
related to Fund Shares, Distributor shall make quarterly payments to ING Financial, as specified in
Schedule A (attached), 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
5

 

 

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
or ING Institutional incurs in connection with providing shareholder services to contract owners or
the Plans. These expenses include printing costs and 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 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.
 
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 Securities and Exchange Commission
(“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 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, ING Life and ING Institutional
may assign, without consent of Distributor, their respective rights, duties and responsibilities under
6

 

 

this Agreement to any of their affiliates, and provided, further, that ING Financial 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.
 
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 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.
 
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 three
(3) 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
seven business 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.
 
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,
7

 

 

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, or (ii) 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,
the gross negligence or willful misconduct 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.
 
  (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 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:
 
 
8

 

 

(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 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
 
(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.
 
(c) Representations of ING Financial. ING Financial represents and warrants:
 
(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,
9

 

 

  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 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 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 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. 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 New York 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. 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. However, ING
Financial, ING Life and ING Institutional shall be responsible for conducting AML reviews of their
respective Contract owners or Participants in accordance with the terms of its applicable policies and
procedures.
 
10

 

 

(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”). The Company 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 shall use their best efforts,
and shall reasonably cooperate with each other to prevent future market timing and frequent trading.
Additionally, the parties entered into, or will enter into, a separate shareholder information
agreement, 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) 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
▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Worksite Investment Products
 
To Distributor:
▇.▇. ▇▇▇▇▇▇▇ LLC
▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
 
Attention: General Counsel
 
 
Any notice, demand or other communication given in a manner prescribed in this Subsection (d)
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.
 
 
11

 

 

(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 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.
 
(i) Redemption Fees. The parties agree that transactions in the Funds by Plans or Plan
Participants pursuant to the terms of this Agreement are not subject to any redemption fees that may
otherwise be required by the Funds; provided however that upon Trust’s written request, ING Life
and ING Institutional will implement such redemptions fees in a time frame and manner mutually
acceptable to all parties
 
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/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Vice President
 
 
ING INSTITUTIONAL PLAN SERVICES, LLP
 
 
By /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney in Fact
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Attorney in Fact
Title: Vice President
 
 
ING FINANCIAL ADVISERS, LLC
 
 
By /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: COO/VP
 
 
DISTRIBUTOR
 
 
By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
Name /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title CFO
 
 
  12

 

 

Schedule A  
 
Servicing Fees and 12b-1 Fees  
 
For services rendered by ING under the Agreement with respect to Plan assets invested in the
following Funds, Distributor and/or the Funds shall pay the following fees to ING
 
Fund Name Annual Fee Effective
  December 31, ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇ Value Fund Institutional Class bps
Third Avenue Small-Cap Value Fund Institutional Class bps
Third Avenue Real Estate Value Fund Institutional Class bps
Third Avenue International Value Fund Institutional Class bps
Third Avenue Focused Credit Fund Institutional Class bps
Third Avenue Focused Credit Fund Investor Class bps
Third Avenue Value Fund Investor Class bps
Third Avenue Small-Cap Value Fund Investor Class bps
Third Avenue Real Estate Value Fund Investor Class bps
Third Avenue International Value Fund Investor Class bps

 

13

 

EXHIBIT I
To
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 fax directly to ING at ▇▇▇-▇▇▇-▇▇▇▇ (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 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
 
14

 

 

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.
 
 
 
 
15

 

 

EXHIBIT II
 
ING Excessive Trading Policy (the “Policy”) as of October 16, 2007
 
The ING family of companies (“ING”), as providers of multi-fund variable insurance and retirement
products, has adopted this Excessive Trading Policy to respond to the demands of the various fund
families which make their funds available through our variable insurance and retirement products to
restrict excessive fund trading activity and to ensure compliance with Section 22c-2 of the
Investment Company Act of 1940, as amended. ING’s current definition of Excessive Trading and
our policy with respect to such trading activity is outlined below.
 
1. ING actively monitors fund transfer and reallocation activity within its variable insurance and
  retirement products to identify Excessive Trading.
 
  ING currently defines Excessive Trading as:
  a. More than one purchase and sale of the same fund (including money market funds)
    within a 60 calendar day period (hereinafter, a purchase and sale of the same fund is
    referred to as a “round-trip”). This means two or more round-trips involving the same
    fund within a 60 calendar day period would meet ING’s definition of Excessive Trading;
    or
  b. Six round-trips within a twelve month period.
 
  The following transactions are excluded when determining whether trading activity is excessive:
  a. Purchases or sales of shares related to non-fund transfers (for example, new purchase
    payments, withdrawals and loans);
  b. Transfers associated with scheduled dollar cost averaging, scheduled rebalancing or
    scheduled asset allocation programs;
  c. Purchases and sales of fund shares in the amount of $5,000 or less;
  d. Purchases and sales of funds that affirmatively permit short-term trading in their fund
    shares, and movement between such funds and a money market fund; and
  e. Transactions initiated by a member of the ING family of insurance companies.
 
2. If ING determines that an individual has made a purchase of a fund within 60 days of a prior
  round-trip involving the same fund, ING will send them a letter warning that another sale of that
  same fund within 60 days of the beginning of the prior round-trip will be deemed to be Excessive
  Trading and result in a six month suspension of their ability to initiate fund transfers or
  reallocations through the Internet, facsimile, Voice Response Unit (VRU), telephone calls to the
  ING Customer Service Center, or other electronic trading medium that ING may make available
  from time to time (“Electronic Trading Privileges”). Likewise, if ING determines that an
  individual has made five round-trips within a twelve month period, ING will send them a letter
  warning that another purchase and sale of that same fund within twelve months of the initial
  purchase in the first round-trip in the prior twelve month period will be deemed to be Excessive
  Trading and result in a six month suspension of their Electronic Trading Privileges. According to
  the needs of the various business units, a copy of the warning letters may also be sent, as
  applicable, to the person(s) or entity authorized to initiate fund transfers or reallocations, the
  agent/registered representative or investment adviser for that individual. A copy of the warning
  letters and details of the individual’s trading activity may also be sent to the fund whose shares
  were involved in the trading activity.
 
 
 
16

 

 

3.      If ING determines that an individual has used one or more of its products to engage in Excessive Trading, ING will send a second letter to the individual. This letter will state that the individual’s Electronic Trading Privileges have been suspended for a period of six months. Consequently, all fund transfers or reallocations, not just those which involve the fund whose shares were involved in the Excessive Trading activity, will then have to be initiated by providing written instructions to ING via regular U.S. mail. During the six month suspension period, electronic “inquiry only” privileges will be permitted where and when possible. A copy of the letter restricting future transfer and reallocation activity to regular U.S. mail and details of the individual’s trading activity may also be sent to the fund whose shares were involved in the Excessive Trading activity.
4.      Following the six month suspension period during which no additional Excessive Trading is identified, Electronic Trading Privileges may again be restored. ING will continue to monitor the fund transfer and reallocation activity, and any future Excessive Trading will result in an indefinite suspension of the Electronic Trading Privileges. Excessive Trading activity during the six month suspension period will also result in an indefinite suspension of the Electronic Trading Privileges.
5.      ING reserves the right to limit fund trading or reallocation privileges with respect to any individual, with or without prior notice, if ING determines that the individual’s trading activity is disruptive, regardless of whether the individual’s trading activity falls within the definition of Excessive Trading set forth above. Also, ING’s failure to send or an individual’s failure to receive any warning letter or other notice contemplated under this Policy will not prevent ING from suspending that individual’s Electronic Trading Privileges or taking any other action provided for in
this      Policy.
6.      Each fund available through ING’s variable insurance and retirement products, either
by      prospectus or stated policy, has adopted or may adopt its own excessive/frequent
trading      policy. ING reserves the right, without prior notice, to implement restrictions
and/or      block future purchases of a fund by an individual who the fund has identified
as      violating its excessive/frequent trading policy. All such restrictions and/or
blocking      of future fund purchases will be done in accordance with the directions ING
receives      from the fund.

Document Metadata

Filed: April 9th, 2014