FOURTH AMENDMENT TO SERVICES AGREEMENT


Exhibit 24(b)(8.118)
FOURTH AMENDMENT
TO SERVICES AGREEMENT

This Fourth Amendment dated as of August 3, 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 MFS Fund Distributors, Inc. (“MFS”) is made to
the Services Agreement dated as of April 1, 1998 (the “Agreement”) as amended on June 24, 1998,
December 28, 1998, and July 1, 1999. Terms defined in the Agreement are used herein as therein defined.

WHEREAS, the parties wish to add ING Institutional to the Agreement; and

WHEREAS, the parties wish to amend certain other provisions of the Agreement, as provided
below.

NOW, THEREFORE, in consideration of the promises and mutual covenants hereinafter
contained, the parties agree as follows:

1.	All references in the Agreement to Aetna Life Insurance and Annuity Company (“ALIAC”)
are changed to ING Life Insurance and Annuity Company (“ILIAC”), and all references in the Agreement to
Aetna Investment Services, Inc. (“AISI”) are changed to ING Financial Advisers, LLC (“ING Financial”).
The defined term “Aetna” is changed to “ING.”

2.	ING Institutional is hereby added to the Agreement as an additional recordkeeper, and all
provisions relating to ING Life in the Agreement are hereby amended to refer to both ING Life and ING
Institutional. The defined term “ING” in the Agreement is hereby amended to include ING Life, ING
Institutional, and ING Financial (collectively, “Service Provider”).

3. Addition of MFS Party. MFS Service Center, Inc. (“MFSC”), which serves as transfer agent
with respect to each of the Funds (each, a “Fund”), is hereby added as a party to the Agreement for
purposes of (i) receiving certain representations, warranties and covenants from the Service Provider
with respect to the shareholder services provided pursuant to the Agreement and the Service Provider’s
operations, controls and procedures, and (ii) advancing on behalf of the Funds all or a portion of the fees
payable under the Agreement to the extent the Funds determine in their sole discretion that such
payments are entitled to reimbursement under the Funds’ policies with respect to shareholder servicing
payments as in effect from time to time. MFS Fund Distributors, Inc. and MFSC are referred to
collectively as “MFS.”

4.	Paragraph 2 of the Agreement is hereby deleted in its entirety and replaced with the
following:

	i.	Omnibus Account.


	The parties agree that up to two omnibus accounts, each held in the name of the
	Nominee, may be maintained for those Plan assets directed for investment in the Funds
	(“Account” or “Accounts”). One such omnibus account may be maintained in
	connection with Plans for which ING Life is providing various recordkeeping and other
	administrative services, and the other such omnibus account may be maintained in
	connection with Plans for which ING Institutional is providing various recordkeeping
	and other administrative services. Alternatively, one Account may be maintained in
	connection with Plans for which both ING Life and ING Institutional shall provide such
	recordkeeping and administrative services. ING Life or ING Institutional, as service
	agents for the Plans, and ING Financial, as broker-dealer of record on the Accounts, shall
	facilitate purchase and sale transactions with respect to the Account in accordance with
	the Agreement.

5.	Paragraph 5 of the Agreement is hereby deleted in its entirety and replaced with the
following:

	5. Fees.

	(a) Servicing Fees: The provision of shareholder and administrative services to
the Plans shall be the responsibility of Service Provider and shall not be the
	responsibility of MFS. These administrative services are described in Schedule C to this
	Agreement (attached). In consideration of Service Provider’s performance of the
	administrative services described in Schedule C, MFS agrees to pay Service Provider the
	Fees described in Schedule B (“Additional Fee”). The Nominee 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, MFS agrees to pay or cause to be paid an annual fee as specified in
	Schedule B (attached), based on the average net assets invested in the Funds through
	Service Provider’s arrangements with Plans in each calendar quarter. Within thirty (30)
	days after the end of each calendar quarter MFS shall provide Service Provider with a
	statement showing the aggregate value of Service Provider’s accounts for the preceding
	quarter and include therewith a payment to Service Provider for the compensation due in
	accordance with this paragraph.

	(b) 12b-1 Fees. To compensate ING Financial for its distribution of Fund
	Shares, MFS shall make quarterly payments to ING Financial, as specified in Schedule B
	(attached), based on the average net assets invested in Fund shares through ING Life’s
	arrangements with Plans in each calendar quarter. MFS 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

	2


	Financial for the quarter and such other supporting data as may be reasonably requested
	by ING Financial.

	(c) Sources of Payment.
	i. The parties agree and acknowledge that the source(s) of fees provided
	for pursuant to this Agreement may, at the discretion of MFS, be
	comprised of any one or more of the following: (i) shareholder servicing
	payments paid directly or indirectly by MFSC and reimbursed by the
	Funds, (ii) Rule 12b-1 service fees paid by the Funds to MFD, and
	indirectly to the Service Provider in accordance with the Funds’ Rule 12b-
	1 Plan, or (iii) program servicing fees, paid by MFS or their affiliates from
	their own resources. The source of payment may change from time to time
	among these sources at MFS’ discretion, and MFS shall have no obligation
	to inform the Service Provider as to the source(s) of any payments.

	ii.	The Service Provider acknowledges that it shall not be entitled to
	any Additional Fee to the extent that it fails to provide MFS with the
	information and certifications requested by MFS pursuant to Section 11(e)
	of this Agreement.


	(d) Calculation of Fees; Verification of Data and Services. The Service Provider
	acknowledges that MFS shall have exclusive responsibility for calculating payments due to
	the Service Provider under the Agreement except that Service Provider shall calculate the
	per participant fee. Upon Service Provider’s request, MFS shall provide to Service
	Provider supporting data showing the calculations for the payments, and Service Provider
	reserves the right to dispute any such calculations. With respect to any information a party
	maintains (the “Maintaining Party”) that is necessary to form the basis of any fee
	calculation hereunder, the Maintaining Party will, at the other party’s request, provide
	copies and electronic files of all the historical records necessary to enable the other party or
	its representatives to verify the accuracy of any information provided by the Maintaining
	Party that forms the basis of the fee calculation. The Maintaining Party agrees that it will
	permit the other party or its representatives to have reasonable access to its employees and
	records for the purposes of verifying the Maintaining Party’s compliance with the terms of
	this Agreement and verifying the accuracy of any information provided by the Maintaining
	Party that forms the basis of the fee calculation. In addition, if requested by the other party,
	the Maintaining Party will provide a certification (which may take the form of a control
	report or set of agreed upon standards) satisfactory to the other party that certifies the
	accuracy of any information provided by the Maintaining Party that forms the basis of the
	fee calculation.

6.	The following is added as Section 11(d) to the Agreement:


		3

(d) 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.

7. The following is added as Section 11(e) to the Agreement:

(e) (i)Service Provider has implemented controls and procedures that are reasonably designed to

ensure compliance with applicable laws and regulations, as well as the terms of the Agreement. Without

limiting the foregoing, these controls are reasonably designed to ensure, and MFS may request

certification on an annual basis with respect to, each of the following:

A) Orders for Fund shares received by the Service Provider for each Fund comply

with the Fund’s restrictions with respect to eligibility to purchase shares;

B) Orders for Fund shares received by the Service Provider prior to the Fund’s

pricing time set forth in its prospectus (i.e., the close of the New York Stock Exchange –

normally 4:00 p.m. Eastern time) are segregated from those received by the Service Provider

at or after such time, and are properly transmitted to the Funds (or their agents) for execution

at the current day’s net asset value (“NAV”); and orders received by the Service Provider at or

after such time are properly transmitted to the Funds (or their agents) for execution at the next

day’s NAV;

C) Late trading in Fund shares by holders of shares of Accounts and/or Account

shareholders, as applicable, is identified and prevented, and market timing in Fund shares by

holders of shares of Accounts and/or Account shareholders, as applicable, is identified and

prevented pursuant to Service Provider’s Excessive Trading Policy, attached hereto as

Schedule D;

D) Compliance with all applicable federal, state and foreign laws, rules and

regulations regarding the detection and prevention of money laundering activity;

E) Effective business continuity and disaster recovery systems with respect to the

Services;

F) Any other party to whom the Service Provider assigns or delegates any of the

Services is responsible for, and has controls and procedures that are reasonably designed to

ensure, each of the above.

(ii) Service Provider will, if requested by MFD or any Fund, periodically provide MFS or the Fund with a

completed due diligence questionnaire addressing Service Provider’s control structure and its performance

of the Services.

(iii) The Service Provider agrees that it will comply with all applicable federal, state and foreign laws, rules

and regulations regarding the detection and prevention of money laundering activity. Without limiting the

foregoing, to the extent that the Service Provider is a financial institution subject to the USA Patriot Act of

2001 and the Bank Secrecy Act (collectively, the “AML Acts”), which require among other things, that

financial institutions adopt compliance programs to guard against money laundering, the Service Provider

agrees that it will comply with applicable AML Acts and applicable anti-money laundering rules of self-

regulatory organizations in all relevant respects. The Service Provider represents and warrants that it has

undertaken appropriate inquiry and due diligence regarding the customers that the Service Provider

introduces or on whose behalf the Service Provider purchases Shares, and that, to the Service Provider’s

knowledge, no such customers are individuals or entities identified on the lists of prohibited persons

administered by the Office of Foreign Assets Control, U.S. Department of the Treasury (including the list of

Specially Designated Nationals), and are not otherwise subject to sanctions applicable to certain nationals or

residents of countries subject to the U.S. sanctions.


8.	The following is added as Sections 11(f) of the Agreement:

	(f) Each party represents that it:
	(i) shall maintain and preserve all records as required by law to be maintained and
	preserved in connection with providing the shareholder services and in making
	Shares available to the Plan accounts. Upon the request of MFS, the Service
	Provider shall provide copies of all the historical records relating to transactions
	between the Funds and the Plan accounts, written communications regarding the
	Funds to or from such Plan accounts and other materials, in each case to the extent
	necessary for an MFS or any Fund to meet its recordkeeping obligations under
	applicable law or regulation, including to comply with any request of a
	governmental body or self-regulatory organization.

	(ii) shall adopt policies and practices related to the protection of non-public
	personal information pursuant to SEC Regulation S-P, to the extent required by
	law. These policies and practices are designed to comply with Regulation S-P in
	all material respects, including, but not limited to, the obligation to provide
	appropriate administrative, technical and physical safeguards reasonably designed
	to (A) ensure the security and confidentiality of customer records or information;
	(B) protect against any anticipated threats or hazards to the security or integrity of
	customer records and information; and (C) protect against unauthorized access to
	or use of customer records or information that could result in substantial harm or
	inconvenience to any customer. Each of the parties to this Agreement affirms that
	is has procedures in place reasonably designed to protect the privacy of non-public
	customer information and it will maintain such information that it may acquire
	pursuant to this Agreement in confidence and in accord with all applicable privacy
	5


	laws. Each of the parties agrees not to use, or permit the use of, any such customer
	information for any purpose except to carry out the terms of this Agreement and/or
	pursuant to any exceptions set forth in such privacy laws. This provision shall
	survive the termination of this Agreement.

9.	The following replaces Section 12(b) of the Agreement:

	(b) 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 Life/ING Financial/ING Institutional:

	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
	Counsel
	ING Americas Legal Services
	▇▇▇ ▇▇▇▇▇▇ ▇▇▇, ▇▇▇
	▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Fax: ▇▇▇-▇▇▇-▇▇▇▇

	If to MFD:

MFS Fund Distributors, Inc.
	▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Attention: President

	with a copy to:

	Massachusetts Financial Services Company
	▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel

	If to MFSC:

	MFS Service Center, Inc.
	▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
	Attention: President

	6


with a copy to:

Massachusetts Financial Services Company
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel


Any notice, demand or other communication given in a manner prescribed	in this
Subsection (b) shall be deemed to have been delivered on receipt.


10. The following paragraph is added under Section 12 “Miscellaneous” of the Agreement:

(g) 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 written request by MFS, ING Life and ING Institutional will
implement such redemptions fees in a time frame and manner mutually acceptable to all parties.

11. Schedule A, attached, is hereby added to the Agreement.

12. Schedule B, attached, is hereby added to the Agreement.

13.	In the event that there is any conflict between the terms of this Fourth Amendment and the
Agreement it is the intention of the parties hereto that the terms of this Fourth Amendment shall control, and
the Agreement shall be interpreted on that basis. Except as modified hereby, all other terms and conditions
of the Agreement shall remain in full force and effect.

14.	This Amendment may be executed in two or more counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute one and the same Amendment.




	7


	IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first
written above.


ING LIFE INSURANCE AND		MFS FUND DISTRIBUTORS, INC.
ANNUITY COMPANY
		By:	/s/ ▇▇▇▇▇ ▇ ▇▇▇▇▇▇
By:	/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇	Name:	▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Name:	▇▇▇▇ ▇. ▇▇▇▇▇▇▇	Title:	President
Title: Vice President


ING FINANCIAL ADVISERS, LLC		MFS SERVICE CENTER, INC.

By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇	By:	/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Jago
Name:	▇▇▇▇▇ ▇▇▇▇▇▇	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇ Jago
Title: COO/VP		Title:	President

ING INSTITUTIONAL PLAN SERVICES, LLC

By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ attorney in fact
Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President




	8

Schedule A

List of Available Funds

All A Class shares of MFS Funds

All I Class shares of MFS Funds*

All R1, R2, R3, and R4 Class shares of MFS Funds

* Class I Shares shall be available solely to Plans that held such Shares as of the date of this

Amendment.


Schedule B

Fee Schedule


To the extent Service Provider provides shareholder services to Plans that hold shares in Funds and Share
Classes for which the Funds have adopted Rule 12b-1 Plan(s), MFS will pay Service Provider an annual
shareholder servicing fee upon the terms and conditions set forth in the applicable 12b-1 Plan(s) and in
the then-current prospectuses of such Funds PROVIDED THAT MFS shall be obligated to pay this fee
solely to the extent it has received payment from the relevant Funds.

FOR CLASS A SHARES—Additional Fee

In addition to the 12b-1 shareholder servicing fees referenced above, MFS shall pay an Additional Fee of
___% of the average daily net asset value of all Plan assets invested in the Funds (including assets
invested through reinvestment of dividends and distributions)

Also, a $___ per participant fee shall be paid solely with respect to Plans for which ING Institutional
Plan Services, LLC serves as recordkeeper and that hold Class A Shares as of April 30, 2009, or to Plans
for which ING Institutional Plan Services LLC served as recordkeeper and that held Class A Shares as of
April 30, 2009, and are now recordkept by another ING affiliated platform No other per participant fees
shall be payable under this Agreement.

FOR CLASS R SHARES—Additional Fee

Share Class	R1	R2^*	R3	R4

Additional	___%	___%	___%	___%
Fee


FOR CLASS I SHARES—Additional Fee
The Additional Fee shall be ___% of the average daily net assets value of all Plan assets invested in
Class I of the Fund (including assets invested through reinvestment of dividends and distributions) for the
Plans listed in the Schedule below. No Plans may be added to the Schedule without the prior written
approval of MFS^*.

NAME OF PLAN
Cedars Sinai


________________________

				10


Schedule C

*The Services*


Service Provider shall perform, either directly or in conjunction with other Plan appointed service
providers, the following services, all in accordance with the terms of this Agreement:

1.	Maintain separate records for each Plan, which records shall reflect Shares purchased
and redeemed, including the date and price for all transactions, and Share balances.

2.	Disburse or credit to the Plans, and maintain records of, all proceeds of redemptions of
shares and all other distributions not reinvested in Shares.

3.	Prepare, and transmit to the Plans or the Plan Representatives, periodic account
statements showing the total number of Shares owned by each Plan as of the statement closing date,
purchases and redemptions of Shares by the Plan during the period covered by the statement, and the
dividends and other distributions paid to the Plan during the statement period (whether paid in cash or
reinvested in Shares).

4.	Transmit to the transfer agent of each Fund purchase orders and redemption requests
placed by the Plans in accordance with the procedures set forth in this Agreement.

5.	Transmit to the Plans or Plan Representatives the Funds’ confirmations of purchase
orders and redemption requests placed by the Plans.

6.	Maintain all account balance information for the Plans and daily and monthly purchase
summaries expressed in Shares and dollar amounts.

7.	Settle purchase order and redemption requests placed by Service Provider on behalf of
the Plans in accordance with the terms of each Fund's prospectus.




11

FOURTH AMENDMENT TO SERVICES AGREEMENT

Document Metadata

Document Metadata

Table of Contents