SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT THIS AGREEMENT is made and entered into as of this 17th day of January, 2011 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLC (“ING...


Exhibit 24(b)(8.102)

SELLING AND SERVICES AGREEMENT
AND
FUND PARTICIPATION AGREEMENT

		THIS AGREEMENT is made and entered into as of this 17^thday of January, 2011 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 USAA Investment Management Company (“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;

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		(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;

		(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

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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 use best efforts to provide or

cause to be provided to ING Financial such information by 6:30 p.m., East Coast time, and in

any event shall provide or cause to be provided to ING Financial such information by 7:00 pm

East Coast time (or shall provide a delay notification by email to ING Financial if such

information will not be provided by 7:00 pm East Coast time).

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 8:00 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) Subject to paragraph 4(f) below, 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) Subject to paragraph 4(f) below, 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) The parties 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 lieu of

applicable provisions set forth in paragraphs 4(c) through 4(e) above. 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.

	(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.

	(a)	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 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,
Distributor may agree to pay to ING Life or ING Institutional, as appropriate, a servicing fee.
Any such fee will be specified in Schedule A (attached) and will be 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 month. The parties agree that all or a portion of such
servicing fee may be derived from a Fund’s 12b-1 plan.

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		(b)	Distributor will make such payments to ING Life or ING Institutional on a monthly
basis. Each payment will be accompanied by a statement showing the calculation of the fee
payable to ING Life or ING Institutional for the month 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 pay ING Financial 12b-1 fees 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 month.
Distributor will make such payments to ING Financial on a monthly basis. Each payment will
be accompanied by a statement showing the calculation of the fee payable to ING Financial for
the month 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 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 cost up to $10,000
per year 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 provide ING, 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 six (6) 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


6


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 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 or
the terms of the applicable prospectus;

		(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 Funds’ 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 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 Funds’ 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, and for the further avoidance of doubt Distributor’s
obligation to pay 12b-1 fees will be conditioned upon the receipt of 12b-1 payments from the
Funds and in any event Distributor’s obligation to pay 12b-1 fees under this Agreement will
cease if the Funds’ 12b-1 plan terminates or payments otherwise cease.

10	.	Advertising and Related Materials.



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		(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) Commencing upon the request of ING, Distributor will provide via Excel spreadsheet
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, 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 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

8


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 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:

		(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:


9

(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.

(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 ING. ING represents and warrants that:

(i) upon request of Distributor, it will provide: information and further certification to

Distributor or its designee to verify compliance with this Agreement; and a Statement on

Auditing Standards No. 70 (SAS 70); and

(ii) it will cooperate in monitoring and enforcing the Funds’ market timing (as further

provided in section 15(c) of this Agreement, late trading, and any redemption fee policies

(as further provided in section 15(i) of this Agreement) as set forth in the prospectus and

such other policies established by the Funds’ from time to time.

(iii) has adopted and implemented and will monitor, on a continuous basis, its

compliance with procedures reasonably designed to prevent violations of relevant law,

regulation and prospectus requirements;


		(e) 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, 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 registered 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 corporation 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

11

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.

As required by the Bank Secrecy Act, as amended by the USA PATRIOT Act, its

implementing regulations, and related SEC and Self-regulatory Organization rules (collectively

“AML Regulations”), ING hereby represents and warrant that it has a comprehensive anti-money

laundering compliance program which includes (i) policies, procedures and internal controls for

complying with the AML Regulations; (ii) policies, procedures and internal controls for

identifying, evaluating and reporting suspicious activity; (iii) a designated compliance officer or

officers; (iv) training for appropriate employees; and (v) an independent review of the anti-

money laundering compliance program (“AML Program”). ING also hereby represents and

warrants that it is in compliance with its AML Program. ING agrees to cooperate with

Distributor to satisfy Distributor’s AML due diligence policies, which may include annual AML

compliance certifications, periodic AML due diligence reviews and/or other requests deemed

necessary to ensure Distributor’s compliance with the AML regulations. To the extent consistent

with applicable law, ING will take all steps necessary and appropriate to provide the Funds

and/or Distributor with any requested information about its customers and their Accounts in the

event that the Funds and/or Distributor shall request such information due to an inquiry or

investigation by any law enforcement, regulatory or administrative authority.

ING acknowledges that United States Federal law, regulations and Executive Orders

administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”)

prohibit the parties from, among other things, engaging in transactions with, and the provision of

services to, persons on the list of Specially Designated Nationals and Blocked Persons (the

“SDN List”) or that are the subject of any of the U.S. sanctions programs, as codified at 31 CFR

500 et. seq. (together with the SDN List, the “OFAC Maintained Sanctions Programs”). ING

represents and warrants that that it is in compliance, and will continue to be in compliance, with

all applicable OFAC Maintained Sanctions Programs. ING agrees that it will notify Distributor

in the event that ING determines or becomes aware that a beneficiary of a Fund account is a

person that is the subject of an OFAC Maintained Sanctions Program. ING confirms that, with

respect to the Funds, ING does not provide correspondent accounts to foreign financial

institutions.

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. Further, in order to assist Distributor in alleviating the

impact of large transactions on the Funds, ING agrees with respect to plan level transactions

(e.g., the removal of a fund from a plan, etc.), that ING shall provide advance notification to

Distributor of at least 48 hours.

(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

Xxx Xxxxxx Xxx, X0X

Xxxxxxx, XX 00000-0000

Attention: Legal

Worksite Investment Products

To Distributor:

USAA Investment Management Company

Attn: External Distribution

X.X. Xxx 000000

Xxx Xxxxxxx, Xxxxx 00000-0000

With a copy to Legal and Procurement as follows:

USAA Investment Management Company

0000 Xxxxxxxxxxxxxx Xxxx, X-0-X

Xxx Xxxxxxx, Xxxxx 00000

Attention: Securities Counsel

USAA

Corporate Procurement

0000 Xxxxxxxxxxxxxx Xxxx, X-X-X

Xxx Xxxxxxx, Xxxxx 00000

Attention: FSG Contracting

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.

	(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 as set forth in the Fund’s prospectus; provided however
that upon Distributor’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/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Vice President


ING INSTITUTIONAL PLAN SERVICES, LLC

By	/s/ Xxxxxxxx Xxxxxxxxx, Attorney in Fact
Name: Xxxxxxxx Xxxxxxxxx, Attorney in Fact
Title: Vice President


ING FINANCIAL ADVISERS, LLC

By	/s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Vice President


DISTRIBUTOR

By	/s/ Xxxxx Xxxxx
Name	Xxxxx Xxxxx 1/29/11
Title	Authorized Signatory

14

Schedule A

Fees

For services rendered by ING under the Agreement with respect to Plan assets invested in the

following Funds, Distributor shall pay the following fees to ING


FUND	CUSIP	SYMBOL	12b-1 Fee	Service Fee	Total Fee
USAA Intermediate-Term Bond Fund - Adviser Shares	903288 470	UITBX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Science & Technology Fund - Adviser Shares	903288 371	USTCX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Short-Term Bond Fund - Adviser Shares	903288 488	UASBX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Growth & Income Fund - Adviser Shares	903288 389	USGIX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Income Fund- Adviser Shares	903288 454	UINCX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Tax Exempt Long-Term Fund - Adviser Shares	903288 538	UTELX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Tax Exempt Intermediate-Term Fund - Adviser	903288 546	UTEIX	.__% (__bps)	.__% (__bps)	.__% (__bps)
Shares
USAA Tax Exempt Short-Term Fund - Adviser Shares	903288 363	UTESX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Precious Metals and Minerals Fund - Adviser	903288 355	UPMMX	.__% (__bps)	.__% (__bps)	.__% (__bps)
Shares
USAA International Fund - Adviser Shares	903288 439	UAIFX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA World Growth Fund - Adviser Shares	903288 413	USWGX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Emerging Markets Fund - Adviser Shares	903288 421	UAEMX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA GNMA Trust - Adviser Shares	903288 462	UAGNX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA California Bond Fund - Adviser Shares	903288 496	UXABX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA New York Bond Fund - Adviser Shares	903288 520	UNYBX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Xxxxxxxx Xxxx Fund - Adviser Shares	903288 512	UVABX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA Value Fund - Adviser Shares	903288 397	UAVAX	.__% (__bps)	.__% (__bps)	.__% (__bps)
USAA High-Yield Opportunities Fund - Adviser	903288 447	UHYOX	.__% (__bps)	.__% (__bps)	.__% (__bps)
Shares

EXHIBIT I

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 email (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. Distributor shall use

best efforts to provide or cause to be provided all such information 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”), and in any event shall provide or cause to be provided to ING

Financial such information by 7:00 pm Eastern Time (or shall provide a delay notification by

email to ING Financial if such information will not be provided by 7:00 pm Eastern Time).

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.

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 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 in this Exhibit.


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.
18


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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SELLING AND SERVICES AGREEMENT AND FUND PARTICIPATION AGREEMENT THIS AGREEMENT is made and entered into as of this 17th day of January, 2011 by and between ING Life Insurance and Annuity Company (“ING Life”), ING Institutional Plan Services, LLC (“ING...

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