d(1)(iii)
SECOND AMENDMENT TO AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
ING INVESTMENT FUNDS, INC.
This Second Amendment, effective as of December 15, 2006, amends the Amended
and Restated Investment Management Agreement (the "Agreement") dated the 25th
day of February 2003, between ING Investments, LLC, an Arizona limited
liability company (the "Manager") and ING Investment Funds, Inc., a Maryland
corporation (the "Company").
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of December 15, 2006.
NOW, THEREFORE, the parties agree as follows:
1. Section 12 is hereby deleted in its entirety and replaced with the
following:
12. With respect to each Fund identified as a Fund on Schedule A hereto
as in effect on the date of this Amendment, unless earlier terminated with
respect to any Fund this Agreement shall continue in full force and effect
through November 30, 2007. Thereafter, unless earlier terminated with
respect to a Fund, the Agreement shall continue in full force and effect
with respect to each such Fund for periods of one year, provided that such
continuance is specifically approved at least annually by (i) the vote of a
majority of the Board of Directors of the Company, or (ii) the vote of a
majority of the outstanding voting shares of the Fund (as defined in the
1940 Act), and provided that such continuance is also approved by the vote
of a majority of the Board of Directors of the Company who are not parties
to this Agreement or "interested persons" (as defined in the 0000 Xxx) of
the Company or the Manager, cast in person at a meeting called for the
purpose of voting on such approval.
With respect to any Fund that was added to Schedule A hereto as a Fund
after the date of this Amendment, the Agreement shall become effective on
the later of (i) the date Schedule A is amended to reflect the addition of
such Fund as a Fund under the Agreement or (ii) the date upon which the
shares of the Fund are first sold to the public, subject to the condition
that the Company's Board of Directors, including a majority of those
Directors who are not interested persons (as such term is defined in the
0000 Xxx) of the Manager, and the shareholders of such Fund, shall have
approved this Agreement. Unless terminated earlier as provided herein with
respect to any such Fund, the Agreement shall continue in full force and
effect for a period of two years from the date of its effectiveness (as
identified above) with respect to that Fund. Thereafter, unless earlier
terminated with respect to a Fund, the Agreement shall continue in full
force and effect with respect to each such Fund for periods of one year,
provided that such continuance is specifically approved at least annually by
(i) the vote of a majority of the Board of Directors of the Company, or
(ii) vote of a majority of the outstanding voting
shares of such Fund (as defined in the 1940 Act), and provided that such
continuance is also approved by the vote of a majority of the Board of
Directors of the Company who are not parties to this Agreement or
"interested persons" (as defined in the 0000 Xxx) of the Company or the
Manager, cast in person at a meeting called for the purpose of voting on
such approval.
2. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
3. In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
ING INVESTMENTS, LLC
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Senior Vice President
ING INVESTMENT FUNDS, INC.
By: /s/ Xxxxxx X. Naka
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Xxxxxx X. Naka
Executive Vice President
