Fidelity Investments Logo] May 16, 2007 ING Life Insurance and Annuity Company Mr. J. Neil McMurdie 151 Farmington Ave, TS31 Hartford, Connecticut 06156-8975
Exhibit 99-B.8.31
[Fidelity Investments Logo]
May 16, 2007
ING Life Insurance and Annuity Company
Mr. J. Xxxx XxXxxxxx
000 Xxxxxxxxxx Xxx, XX00
Xxxxxxxx, Xxxxxxxxxxx 00000-0000
| Re: | Participation Agreement among Variable Insurance Products Fund (the “Current Fund”), Fidelity Distributors Corporation (the “Underwriter”) and Insurance Company (the “Company”), dated February 1, 1994, as amended; | |
| Participation Agreement among Variable Insurance Products Fund I (“Fund I”), Fidelity Distributors Corporation (the “Underwriter”) and ING Insurance Company of America1, dated October 20, 1995, as amended; and | ||
| Participation Agreement among Variable Insurance Products Fund II (“Fund II”), the Underwriter and ING Insurance Company of America1, dated October 20, 1995, as amended. | ||
Dear Xx. XxXxxxxx:
The Company, the Underwriter, and the Fund are parties to the above referenced
Participation Agreement. As explained in the notice sent to you on May 3, 2007, Fidelity
is in the process of reorganizing one or more of the portfolios of the Current Funds (the
“Affected Portfolios”) for administrative purposes. In connection with this
reorganization, the Affected Portfolios will be moved into corresponding “shell”
portfolios of a new Variable Insurance Products Fund V (“Fund V”). A list of all of the
Affected Portfolios in the Current Fund covered by the reorganization and the
corresponding Fund V portfolios is set forth on the attached Exhibit.
In connection with this change, we are asking for your consent to (1) the amendment of
each Participation Agreement to add Fund V as a “Fund” party under the terms of each
Participation Agreement (the “Amendment”); and (2) the assignment of all of the Current
Fund’s rights, benefits and obligations under the Participation Agreement with respect to
the Affected Portfolios to Fund V, with respect to the corresponding portfolios of Fund
V, and the release of the Current Fund from the obligations so assigned (the
“Assignment”). The Participation Agreement will remain in full force and effect in
accordance with its terms, as so amended and assigned herein. The Amendment will also
| 1 On December 31, 2005, ING Insurance Company of America merged with and into ING Life Insurance |
| and Annuity Company and all rights, powers, privileges, liabilities and duties of ING Insurance Company |
| of America under these Participation Agreements, as amended, were transferred to ING Life Insurance and |
| Annuity Company by operation of law. |
add the following clarifying language to each Participation Agreement as a new Article A
of the Agreement:
This Agreement shall create a separate participation agreement for each Fund, as
though the Company and the Underwriter had executed a separate, identical form
of participation agreement with each Fund. No rights, responsibilities or
liabilities of any Fund shall be attributed to any other Fund.
Your signature below will indicate the Company’s consent to the Amendment and
Assignment of each Participation Agreement as set forth above, to become effective
immediately upon consummation of the reorganization.
Thank you for your prompt attention to this matter. If for some reason we have not
obtained your signature prior to the reorganization, and the Company submits orders or
instructions under the Participation Agreements, we will deem the Company to have
consented to each Amendment and Assignment. Please do not hesitate to contact your
Fidelity Relationship Manager or Key Account Manager if you have any questions.
Very truly yours,
FIDELITY DISTRIBUTORS CORPORATION
By: /s/ Xxxxxxx Xxxxxxxx
Name: Xxxxxxx Xxxxxxxx
Title: Executive Vice President
VARIABLE INSURANCE PRODUCTS FUND,
VARIABLE INSURANCE PRODUCTS FUND II and
VARIABLE INSURANCE PRODUCTS FUND V
By: /s/ Xxxxxxxxx Xxxxxxxxxx
Name: Xxxxxxxxx Xxxxxxxxxx
Title: Treasurer
The Undersigned Consents to the Amendment and Assignment of each Participation
Agreement as of this 2nd day of July, 2007:
ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxxxxx X. Xxxxx
Name: Xxxxxxxxx X. Xxxxx
Title: Senior Vice President
Please keep one copy and return the other to:
Xxxxxx Xxxxxx, Director, Contracts Management
Fidelity Investments
000 Xxxxx Xxxxxx, X0X
Xxxxxxxxxx, XX 00000
Exhibit A
| AFFECTED PORTFOLIOS | FUND V PORTFOLIOS |
Variable Insurance Products Fund |
Variable Insurance Products Fund V |
Money Market Portfolio |
Money Market Portfolio |
| Variable Insurance Products Fund II | |
|
Freedom Income Portfolio |
|
