RULE 22C-2 AGREEMENT This AGREEMENT, made and entered into as of this 7th day of January, 2010, between M.J. Whitman LLC (the “Distributor”) as principal underwriter for each of the Third Avenue funds ( the “Fund’ or collectively the “Funds”) and ING...

Exhibit 24(b)(8.144)

RULE 22C-2 AGREEMENT

This AGREEMENT, made and entered into as of this 7^th day of January, 2010, between X.X.

Xxxxxxx LLC (the “Distributor”) as principal underwriter for each of the Third Avenue funds (

the “Fund’ or collectively the “Funds”) and ING Life Insurance and Annuity Company, ING

National Trust, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance

Company, ReliaStar Life Insurance Company of New York, Security Life of Denver Insurance

Company and Systematized Benefits Administrators Inc. (individually an “Intermediary” and

collectively the “Intermediaries”)

WHEREAS, the Distributor and the Intermediary have entered into a fund participation and/or

selling and service agreement dated 7^th day of January, 2010;

WHEREAS, the Intermediaries have adopted policies and procedures to monitor and deter

excessive trading activity within the mutual funds, including the Funds, available through the

variable annuity, variable life insurance and variable retirement plan products which they offer

(the “Variable Products”);

WHEREAS, the Intermediaries’ policies and procedures to monitor and deter excessive trading

activity within the mutual funds available through their Variable Products are attached hereto

and made part of this Agreement as Schedule A (the “Excessive Trading Policy”);

WHEREAS, the Distributor desires for the Intermediaries to monitor and deter excessive trading

activity in the Funds in accordance with the Intermediaries’ Excessive Trading Policy; and

WHEREAS, the parties desire to otherwise comply with the requirements under Rule 22c-2 of

the Investment Company Act of 1940, as amended (“Rule 22c-2”).

NOW, THEREFORE, in consideration of the mutual covenants herein contained, which

consideration is full and complete, the Distributor and the Intermediaries hereby agree as

follows:

A. Agreement to Monitor and Deter Excessive Trading Activity.

1. The Intermediaries agree to monitor and deter excessive trading activity in the Funds

which are available through their Variable Products in accordance with the Intermediaries’

Excessive Trading Policy. Said Excessive Trading Policy may be amended from time to time

with the consent of the parties, which consent will not be unreasonably withheld.

2. The Intermediaries agree to provide the Distributor or its designee the taxpayer

identification number (“TIN”), if requested, or any other identifying factor that would provide

acceptable assurances of the identity of all shareholders that are restricted in the Fund to regular

U.S. mail trading under the Intermediaries’ Excessive Trading Policy.

B. Agreement to Provide Shareholder Information.

1. Each Intermediary agrees to provide the Distributor or its designee, upon written request,

the following shareholder information:

a. The taxpayer identification number (“TIN”) or any other government issued

identifier, if known, that would provide acceptable assurances of the identity of each

shareholder that has purchased, redeemed, transferred or exchanged shares of a Fund

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	through an account directly maintained by the Intermediaries during the period
	covered by the request;
b.	The amount and dates of, and the Variable Product(s) associated with, such
	shareholder purchases, redemptions, transfers and exchanges; and
c.	Any other data mutually agreed upon in writing.
2. Unless specifically requested by the Distributor or its designee, the Intermediaries shall
only be required to provide information relating to Covered Transactions.
3. Under this Agreement the term “Covered Transactions” are those transactions which the
Intermediaries consider when determining whether trading activity is excessive as described in
their Excessive Trading Policy under paragraph 1 of said Policy.
4. Requests to provide shareholder information shall set forth the specific period for which
transaction information is sought. However, unless otherwise agreed to by the Intermediaries,
any such request will not cover a period of more than 90 consecutive calendar days from the date
of the request.
5. The Intermediaries agree to provide, promptly upon request of the Distributor or its
designee, the shareholder information requested. If requested by the Distributor or its designee,
the Intermediaries agree to use best efforts to determine promptly whether any specific person
about whom they have received shareholder information is itself a financial intermediary
(“indirect intermediary”) and, upon further request of the Distributor or its designee, promptly
either (i) provide (or arrange to have provided) shareholder information for those shareholders
who hold an account with an indirect intermediary or (ii) restrict or prohibit the indirect
intermediary from purchasing shares, in nominee name on behalf of other persons, securities
issued by a Fund. Responses required by this paragraph must be communicated in writing and in
a format mutually agreed upon by the parties. To the extent practicable, the format for any
Shareholder Information provided to the Fund should be consistent with the NSCC Standardized
Data Reporting Format.
6. The Distributor agrees to reimburse the Intermediaries for costs that are reasonable and
necessary, and incurred with complying with extraordinary requests (e.g., transaction
information older than one year).
C. Agreement to Restrict Trading.
1. Each Intermediary agrees to execute written instructions from the Distributor to restrict
or prohibit further Covered Transactions involving Fund shares by a shareholder who has been
identified by the Distributor or its designee as having engaged in transactions in shares of a Fund
(through an account directly maintained by the Intermediary) that violate the policies and
procedures established by the Funds for the purposes of eliminating or reducing frequent trading
of Fund shares. Unless otherwise directed by the Distributor or its designee, any such
restrictions or prohibitions only apply to Covered Transactions.
2. a.	For those shareholders whose information is on the Intermediaries’ books and
	records, the Intermediaries agree to execute or have executed the written instructions
from the Distributor or its designee to restrict or prohibit trading as soon as
	reasonably practicable after receipt of the instructions by the Intermediaries. The
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	Intermediaries will provide written confirmation to the Distributor or its designee as
	soon as reasonably practicable after the instructions have been executed.
b.	For those shareholders whose information is not on the Intermediaries’ books and
	records the Intermediaries agree to execute or have executed the written instructions
from the Distributor or its designee to restrict or prohibit trading as soon as
	reasonably practicable after receipt of the instructions by the Intermediaries. The
	Intermediaries will provide written confirmation to the Distributor or its designee as
	soon as reasonably practicable that such instructions have or have not been executed.
	If an indirect intermediary is unable or unwilling to restrict or prohibit trading by a
	Shareholder, upon the Distributor’s or its designee’s written request, the Intermediary
	will restrict or prohibit transactions in Fund Shares by the indirect intermediary.
3. Instructions to restrict or prohibit further Covered Transactions involving Fund shares
must include:
a.	The reason for requesting the restriction(s) and/or prohibition(s), supporting details
regarding the transaction activity which resulted in the restriction(s) and/or
	prohibition(s)s and the applicable sections of the Fund’s frequent trading policy and
	procedures that have been violated;
b.	The specific restriction(s) and/or prohibition(s) to be executed, including the length of
	time such restriction(s) and/or prohibition(s) shall remain in place;
c.	The TIN or any other government issued identifier, if known by the Distributor or its
	designee, that would help the Intermediaries determine the identity of affected
	shareholder(s); and
d.	Whether such restriction(s) and/or prohibition(s) are to be executed in relation to all
	of the affected shareholder’s Variable Products, only the type of Variable Product(s)
	through which the affected shareholder engaged in transaction activity which
	triggered the restriction(s) and/or prohibition(s) or in some other respect. In absence
	of direction from the Distributor or its designee in this regard, restriction(s) and/or
prohibition(s) shall be executed as they relate to the Intermediary’s Variable
	Product(s) through which the affected shareholder engaged in the transaction activity
	which triggered the restriction(s) and/or prohibition(s).
4. The Distributor or its designee agrees to reimburse the Intermediaries for reasonable costs
they incur directly resulting from requests by the Distributor or its designee to implement non-
routine purchase restrictions such as blocking new money through payroll/ACH deposits.
D. Limitation on Use of Information.
The Distributor agrees neither to use the information received from the Intermediary for any
purpose other than to comply with SEC Rule 22c-2 and other applicable laws, rules and
regulations, nor to share the information with anyone other than its employees who legitimately
need access to it. Neither the Distributor nor any of its affiliates or subsidiaries may use any
information provided pursuant to this Agreement for marketing or solicitation purposes. The
Distributor will take such steps as are reasonably necessary to ensure compliance with this
obligation.
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The Distributor shall indemnify and hold the Intermediaries, individually and collectively, (and
any of their respective directors, officers, employees, or agents) harmless from any damages,
loss, cost, or liability (including reasonable legal fees and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized use of or disclosure by the Distributor or its
designee of the information received from the Intermediaries pursuant to this Agreement. In
addition, because an award of money damages (whether pursuant to the foregoing sentence or
otherwise) may be inadequate for any breach of this provision and any such breach may cause
the Intermediaries irreparable harm, the Distributor also agrees that, in the event of any breach or
threatened breach of this provision, the Intermediaries will also be entitled, without the
requirement of posting a bond or other security, to seek equitable relief, including injunctive
relief and specific performance. Such remedies will not be the exclusive remedies for any breach
of this provision but will be in addition to all other remedies available at law or in equity to the
Intermediaries.
In the event that the Distributor or its designee is required by legal process, law, or regulation to
disclose any information received from the Intermediaries pursuant to this Agreement, the
Distributor or its designee shall provide Intermediaries with prompt written notice of such
requirement as far in advance of the proposed disclosure as possible so that the Intermediaries (at
their expense) may either seek a protective order or other appropriate remedy which is necessary
to protect their interests or waive compliance with this provision to the extent necessary.
E. Prior Agreements.
The parties acknowledge that prior to the effective date of this Agreement efforts to monitor and
deter excessive trading activity within the Variable Products were governed by whatever
practices the Distributor and the Intermediaries agreed to follow in the absence of any formal
agreement. The parties also acknowledge having previously entered into fund participation
and/or selling and service agreements concerning the purchase and redemption of shares of
Funds through the Variable Products. The terms of this Agreement supplement the fund
participation and/or selling and service agreements and to the extent the terms of this Agreement
conflict with the terms of the fund participation and/or selling and service agreements, the terms
of this Agreement will control. This Agreement will terminate upon termination of the fund
participation and/or selling and service agreements.
F. Notices.
1. Except as otherwise provided, all notices and other communications hereunder shall be in
writing and shall be sufficient if delivered by hand or if sent by confirmed facsimile or e-mail, or
by mail, postage prepaid, addressed:
a. If to Intermediaries, to:
ING U.S. Financial Services
Attention: Xxxxxxxxxx Xxxxxxx
Address:	Xxx Xxxxxx Xxx
Xxxxxxx, XX 00000-0000
Phone:	000-000-0000
Fax:	000-000-0000
Email:	Xxxxxxxxxx.Xxxxxxx@xx.xxx.xxx
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b. If to the Distributor, to:
X.X. Xxxxxxx LLC____________________________________________
Attention: General Counsel
Address:	000 Xxxxx Xxxxxx, 00xx Xxxxx
	Xxx Xxxx, XX 00000
Phone:	000-000-0000
Fax:	000-000-0000
Email:	xxxxx@xxxxxxxx.xxx
2. The parties may by like notice, designate any future or different address to which
subsequent notices shall be sent. Any notice shall be deemed given when received.
IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed
in its name and on its behalf by its duly authorized officer as of the date first written above.

ING Life Insurance and Annuity Company		Systematized Benefits Administrators Inc.
By:	/s/ Xxxxxxxxxx Xxxxxxx	By:	/s/ Xxxxxxxxxx Xxxxxxx
Name	Xxxxxxxxxx Xxxxxxx	Name and	Xxxxxxxxxx Xxxxxxx
and Title:	Authorized Representative	Title:	Authorized Representative
ING National Trust		Security Life of Denver Insurance Company
By:	/s/ Xxxxxxxxxx Xxxxxxx	By:	/s/ Xxxxxxxxxx Xxxxxxx
Name	Xxxxxxxxxx Xxxxxxx	Name	Xxxxxxxxxx Xxxxxxx
and Title:	Authorized Representative	and Title:	Authorized Representative
ING USA Annuity and Life Insurance		ReliaStar Life Insurance Company of New
Company		York
By:	/s/ Xxxxxxxxxx Xxxxxxx	By:	/s/ Xxxxxxxxxx Xxxxxxx
Name	Xxxxxxxxxx Xxxxxxx	Name and	Xxxxxxxxxx Xxxxxxx
and Title:	Authorized Representative	Title:	Authorized Representative
ReliaStar Life Insurance Company		X.X. Xxxxxxx LLC
By:	/s/ Xxxxxxxxxx Xxxxxxx	By:	/s/ Xxxxxxx Xxxxx
Name	Xxxxxxxxxx Xxxxxxx	Name
and Title:	Authorized Representative	and Title:	Xxxxxxx X. Xxxxx CFO
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Schedule A
ING “Excessive Trading” Policy
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
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	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.
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.
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