INTERCOMPANY AGREEMENT THIS AGREEMENT is executed as of the date below between Directed Services LLC (“DSL”), and RLIC Life Insurance Company (“RLIC”). WHEREAS, DSL is an investment adviser for certain U.S. registered investment companies (“Funds”)...

Exhibit 24(b)(8.17)
INTERCOMPANY AGREEMENT
THIS AGREEMENT is executed as of the date below between Directed Services LLC (“DSL”),
and RLIC Life Insurance Company (“RLIC”).
		WHEREAS, DSL is an investment adviser for certain U.S. registered investment
companies (“Funds”) and a registered broker-dealer distributing variable insurance contracts;
		WHEREAS, RLIC is an insurance company which offers a variety of insurance products,
including variable annuities; Funds advised by DSL are made available through sub-accounts to
purchasers of these insurance products;
		WHEREAS both DSL and RLIC are indirect wholly owned subsidiaries of ING Groep,
N.V, and, are under common control of such parent company;
		WHEREAS both DSL and RLIC desire to allocate the collective resources of ING’s
United States operations in a manner which supports RLIC’s insurance business; and
NOW, THEREFORE, in consideration of the mutual promises contained herein and other good
and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereby agree as follows:
1	.	Payments
DSL shall pay to RLIC, within thirty (30) days after the end of each calendar month, the amounts
derived from applying the annual rates listed in Schedule A against the average net assets
invested in the Funds by RLIC and by RLIC non-insurance customers during the prior calendar
month (the “Intercompany Payments”). The methodology used to determine the amount of each
month’s Intercompany Payment shall be as follows:
		(a) No later than the 20th calendar day of each calendar month, RLIC or its
		designee shall provide, or cause to be provided, the average net assets of the prior
		calendar month to be used in calculating such ownership percentages and the assets shall
		be grouped by business line.
		(b) On a fund by fund basis, the RLIC average net assets will be calculated by
		applying RLIC’s prior calendar month actual average net asset ownership percentage to
		the current calendar month’s average net assets.
		(c) RLIC average net assets shall be multiplied by the annual rates listed in
		Schedule A on a fund by fund basis and then adjusted for a monthly payment rate (annual
		rate * 1/calendar days in year * days in calendar month)
		(d) The Intercompany Payment for any calendar month shall equal the sum of the
		fund by fund calculations described in sub-paragraph (c) above.
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The Intercompany Payments shall be paid from DSL’s own resources and therefore shall not
result in any increase in the expenses borne by the Funds or their shareholders. The rates listed in
Schedule A will be reviewed at least once each calendar quarter and may be modified at any time
by mutual written consent.
Intercompany Payments will be calculated and paid as hereinabove provided, and RLIC shall
account for such Intercompany Payments in conformity with customary insurance accounting
practices. The books, accounts and records of each party shall be maintained so as to clearly and
accurately disclose the precise details of the Intercompany Payments. DSL shall keep such books,
records and accounts insofar as they pertain to the computation of the Intercompany Payments
available upon reasonable notice for audit, inspection and copying by RLIC and persons
authorized by it or any governmental agency having jurisdiction over RLIC during all reasonable
business hours.
2.	Required Disclosure
Each party will make all disclosures relating to this Agreement and the payments made
hereunder, as required under applicable state or federal law, rule, or regulation, including any
subsequent release, interpretation, rule or regulation of the SEC or any other regulatory or self-
regulatory organization applicable to DSL or RLIC in connection with this Agreement
(“Applicable Law”).
3.	Notices
Any notice required or permitted to be given by either party to the other shall be deemed
sufficient if sent by registered or certified mail, postage prepaid, or overnight courier and
addressed by the party giving notice to the other party at the last address furnished by the other
party to the party giving notice: if to DSL: 0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000 in
care of Chief Financial Officer with a copy to the Legal Department; if to RLIC: 00 Xxxxxxxxxx
Xxxxxx Xxxxx, Xxxxxxxxxxx, XX 00000, in care of Annuity Financial Actuary with copy to Legal
Department.
4.	Governing Law
This Agreement will be construed in accordance with the laws of the State of Delaware, without
giving effect to any conflicts of law principles thereof.
5.	Effective Date
This Agreement shall be effective as of January 1, 2010, and, unless terminated as provided, shall
continue in force for one year from the effective date and thereafter from year to year, unless and
until terminated in accordance with Section 8 below.
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6	.	Entire Agreement and Amendment
This Agreement constitutes the entire agreement between the parties hereto and supersedes any
prior agreement, draft or agreement or proposal with respect to the subject matter hereof. This
Agreement or any part hereof may be changed or waived only by an instrument in writing signed
by the party against which enforcement of such change or waiver is sought.
7	.	Assignment
This Agreement may not be assigned by either party without the written consent of the other.
8	.	Termination
(a)		Except under the circumstances described in paragraphs (b) and (c) of this Section 8,
		this Agreement may only be terminated by the mutual written agreement of the
		parties. If this Agreement is so terminated, the payments specified in Section 1 shall
		continue for a period of six (6) months, or a shorter period if agreed to by the parties.
(b)		If a Change in Control (within the meaning assigned to that term below), of a party
		(the “Changed Party”) occurs, and if the other party (the “Remaining Party”) has not
		consented in writing to the continuation of this Agreement notwithstanding such
		Change in Control, then this Agreement may be terminated at the option of the
		Remaining Party by sending written notice to the Changed Party and the
		Intercompany Payments shall cease upon the Agreement’s termination. “Change in
		Control" means the occurrence of any one or more of the following: (i) the transfer of
		control of a party to another entity; or (ii) the consummation of a reorganization,
		merger, share exchange, consolidation, or sale or disposition of all or substantially all
		of the assets of a party; provided, however, that the occurrence of an event described
		in clauses (i) or (ii) above shall not constitute a Change in Control if either (a) the
		entity that acquires control of a party was already an Affiliate of the party prior to the
		event , or (b) the parties remain Affiliates of one another immediately following the
		Change in Control. “Affiliate” means, with respect to a party, an entity that controls,
		is under common control, or is controlled by, such party.
(c)		This Agreement will terminate automatically and the Intercompany Payments shall
		thereupon immediately cease if the Intercompany Payments are adjudged or otherwise
		determined to the satisfaction of both parties to be contrary to law.
9	.	Severability
If any part, term or provision of this Agreement is held to be illegal, in conflict with any law or
otherwise invalid, the remaining portion or portions shall be considered severable and not be
affected, and the rights and obligations of the parties shall be construed and enforced as if the
Agreement did not contain the particular part, term or provision held to be illegal or invalid.
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10	.	Miscellaneous
		(a)	The heading of each provision of this Agreement is for descriptive purposes only
and shall not be deemed to modify or qualify any of the rights or obligations set forth in each
such provision.
		(b)	This Agreement may be executed in counterparts.
11	.	Force Majeure
DSL shall not be liable for losses caused directly or indirectly by government restrictions,
exchange or market rulings, suspension of trading, war, acts of terrorism, strikes, failures of the
mails or other communications systems, mechanical or electronic failure, failure of third parties
to follow instructions, for other causes commonly known as “acts of God,” or for any other cause
not reasonably within DSL’s control, whether or not such cause was reasonably foreseeable.
		IN WITNESS WHEREOF, the parties have each duly executed this Agreement on this
22nd day of December 2010.
DIRECTED SERVICES LLC				RELIASTAR LIFE INSURANCE
COMPANY
By: /s/ Xxxxx Xxxxxxx				By: /s/ Xxxxx X. Xxxxxx
Name: Xxxxx Xxxxxxx				Name:	Xxxxx X. Xxxxxx
Title: Executive Vice President				Title:	Vice President
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		Schedule A
Amended and Restated as of
As described in Section 1 RLIC shall be paid at the rates set forth immediately below. In the
case of funds of funds, payments will apply to the shares of the fund of funds held directly at the
rate specified and will also apply to shares of underlying funds held indirectly through the fund of
funds at the rates specified for those underlying funds calculated in the same manner as if the
underlying funds were held directly.
FUND NAME		Payment	FUND NAME		Payment
IIM Sub-advised Equity and Balanced
Funds			IIM Sub-advised Fixed Income Funds
ING Focus 5 Portfolio (1/1/10 to 4/29/10)		%	ING Limited Maturity Bond Portfolio		%
ING Global Resources Portfolio		%	ING Liquid Assets Portfolio		%
ING Large Cap Growth Portfolio (Effective		%
6/12/10	)
ING Stock Index Portfolio		%	Fund of Funds
			ING DFA Global Allocation Portfolio		%
			(Effective 4/30/10)
			ING DFA World Equity Portfolio (Effective		%
			4/30/10) (F/K/A ING DFA Global All Equity
IIT Portfolios			Portfolio)
		%	ING Franklin Xxxxxxxxx Founding Strategy		%
ING Artio Foreign Portfolio			Portfolio
ING BlackRock Inflation Protected Bond		%			%
Portfolio			ING Index Solution Portfolios
ING BlackRock Large Cap Growth Portfolio		%	ING Retirement Portfolios		%
ING BlackRock Large Cap Value Portfolio		%	ING Solution 2015 Portfolio		%
ING Clarion Real Estate Portfolio		%	ING Solution 2025 Portfolio		%
ING FMR Diversified Mid Cap Portfolio		%	ING Solution 2035 Portfolio		%
ING Franklin Income Portfolio		%	ING Solution 2045 Portfolio		%
		%	ING Solution 2055 Portfolio (Effective		%
ING Franklin Mutual Shares Portfolio			5/1/10	)
ING Xxxxxxx Xxxxx Commodity Strategy		%			%
Portfolio			ING Solution Income Portfolio
ING Janus Contrarian Portfolio		%	ING Solution Aggressive Growth Portfolio		%
ING JPMorgan Emerging Markets Equity		%			%
Portfolio			ING Solution Conservative Portfolio
ING JPMorgan Small Cap Core Equity		%			%
Portfolio			ING Solution Growth Portfolio
ING Lord Xxxxxx Growth and Income		%
Portfolio (F/K/A ING Lord Xxxxxx Affiliated
Portfolio)			ING Solution Moderate Portfolio		%
ING Xxxxxxx Growth Portfolio		%
ING Xxxxxxx International Opportunities		%
Portfolio			American Funds Master Feeder Funds
		%	ING American Funds World Allocation
ING MFS Total Return Portfolio			Portfolio		%
ING MFS Utilities Portfolio		%
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ING Xxxxxx Xxxxxxx Global Franchise	%
Portfolio (F/K/A ING Xxx Xxxxxx Global
Franchise Portfolio)			Fidelity VIP Master Feeder Funds
ING Xxxxxx Xxxxxxx Global Tactical Asset	%				%
Allocation Portfolio (F/K/A ING Xxx
Xxxxxx Global Tactical Asset Allocation
Portfolio)			ING Fidelity VIP Contrafund Portfolio
ING PIMCO High Yield Portfolio	%		ING Fidelity VIP Equity-Income Portfolio		%
	%		ING Fidelity VIP Growth Portfolio (1/1/10 to		%
ING PIMCO Total Return Bond Portfolio			8/20/10	)
ING Pioneer Equity Income Portfolio	%		ING Fidelity VIP Mid Cap Portfolio		%
ING Pioneer Fund Portfolio	%
ING Pioneer Mid Cap Value Portfolio	%		IPI Portfolios
ING X. Xxxx Price Capital Appreciation	%		ING American Century Small-Mid Cap
Portfolio			Value Portfolio
	%		ING Baron Asset Portfolio (1/10/10 to		%
ING X. Xxxx Price Equity Income Portfolio			8/20/10)
ING Xxxxxxxxx Global Growth Portfolio	%		ING Baron Small Cap Growth Portfolio		%
ING Xxx Xxxxxx Growth and Income	%				%
Portfolio			ING Columbia Small Cap Value II Portfolio
ING Xxxxx Fargo Health Sciences Portfolio	%				%
(F/K/A ING Evergreen Health Sciences
Portfolio)			ING Xxxxx New York Venture Portfolio
ING Xxxxx Fargo Omega Growth Portfolio	%				%
(F/K/A ING Evergreen Omega Portfolio)			ING JPMorgan Mid Cap Value Portfolio
ING Xxxxx Fargo Small Cap Disciplined	%		ING Xxxx Xxxxx Partners Aggressive		%
Portfolio (1/1/10 to 8/20/10)			Growth Portfolio
			ING Oppenheimer Global Portfolio		%
			ING Oppenheimer Global Strategic Income		%
			Portfolio (F/K/A ING Oppenheimer
			Strategic Income Portfolio)
			ING PIMCO Total Return Portfolio		%
			ING Pioneer High Yield Portfolio		%
			ING X. Xxxx Price Diversified Mid Cap		%
			Growth Portfolio
			ING X. Xxxx Price Growth Equity Portfolio		%
			ING Xxxxxxxxx Foreign Equity Portfolio		%
			ING Xxxxxxxxx Value Portfolio		%
			ING UBS U.S. Large Cap Equity Portfolio		%
			ING Xxx Xxxxxx Xxxxxxxx Portfolio		%
			ING Xxx Xxxxxx Equity and Income		%
			Portfolio
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