(d)(3)(I)
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
ING INVESTMENT MANAGEMENT CO.
AMENDMENT made as of this 28th day of April, 2006 to the Investment
Sub-Advisory Agreement dated as of January 23, 2004 (the "AGREEMENT"), between
ING Life Insurance and Annuity Company, an insurance corporation organized and
existing under the laws of the State of Connecticut (the "ADVISER"), and ING
Investment Management Co. (formerly Aeltus Investment Management, Inc.), a
Connecticut corporation (the "SUBADVISER"). In consideration of the mutual
covenants contained herein, the parties agree to amend the Agreement as follows:
1. The final WHEREAS clause is hereby deleted in its entirety and replaced with
the following:
WHEREAS, pursuant to authority granted to the Adviser in the Advisory
Agreement, the Adviser wishes to retain the Subadviser to furnish investment
advisory services to one or more of the series of the Company, and the
Subadviser is willing to furnish such services to the Company and the Adviser.
2. Section 1 of the Agreement is hereby deleted in its entirety and replaced
with the following:
1. APPOINTMENT. The Adviser hereby appoints the Subadviser to act as the
investment sub-adviser and manager to the series of the Company set forth on
APPENDIX A hereto (collectively, the "Portfolio") for the period and on the
terms set forth in this Agreement. The Subadviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
In the event the Company designates one or more series (other than the
Portfolio) with respect to which the Adviser wishes to retain the Subadviser to
render investment advisory services hereunder, it shall notify the Subadviser in
writing. If the Subadviser is willing to render such services, it shall notify
the Adviser in writing, whereupon such series shall become a Portfolio
hereunder, and be subject to this Agreement.
3. Delete in its entirety the last sentence of Paragraph 2(E), which currently
reads:
"In addition, subject to seeking the best execution available, the
Subadviser may also consider sales of shares of the Portfolio as a factor
in the selection of brokers and dealers."
And replace with the following:
"The Subadviser will consult with the Adviser to the end that portfolio
transactions on behalf of a Portfolio are directed to broker-dealers that
participate in commission recapture programs benefiting the Portfolio,
provided that neither the Subadviser nor the Adviser will direct brokerage
in recognition of the sale of Portfolio shares."
4. APPENDIX A of the Agreement is hereby deleted and replaced with the AMENDED
APPENDIX A attached hereto.
5. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
6. In all other respects, the Agreement is confirmed and remains in full force
and effect.
7. This Amendment shall become effective as of the later of the date first
written above, or the date that Subadviser begins managing the Portfolio, which
shall be after any transition manager has completed its duties.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxxxxxx
Vice President
ING INVESTMENT MANAGEMENT CO.
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: SVP & CFO
AMENDED APPENDIX A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
ING INVESTMENT MANAGEMENT CO.
PORTFOLIOS ANNUAL SUB-ADVISER FEE
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(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
ING Fundamental Research 0.2700% on the first $2 billion of assets
Portfolio (formerly ING Aeltus 0.2475% on the next $1 billion of assets
Enhanced Index Portfolio) 0.2250% of the assets thereafter
