Exhibit 77(e)(3)
FOURTH AMENDMENT TO SUB-ADVISER AGREEMENT
ING VARIABLE PRODUCTS TRUST
This Fourth Amendment, effective as of September 15, 2007, amends the
Sub-Advisory Agreement (the "Agreement") dated the 7th day of August 2001, as
amended, between ING Investments, LLC, an Arizona limited liability company (the
"Manager") and ING Investment Management Co. (formerly Aeltus Investment
Management, Inc.) a Connecticut corporation (the "Sub-Adviser").
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 September 15, 2007.
1. The following information will be inserted as Section 2 (d):
With respect to any investments, including but not limited to repurchase
and reverse repurchase agreements, derivatives contracts, futures contracts,
International Swaps and Derivatives Association, Inc. Master Agreements, and
options on futures contracts ("futures"), which are permitted to be made by the
Sub-Adviser in accordance with this Agreement and the investment objectives and
strategies of the Series, as outlined in the Registration Statement of the Fund,
the Manager hereby authorizes and directs the Sub-Adviser to do and perform
every act and thing whatsoever necessary or incidental in performing its duties
and obligations under this Agreement including, but not limited to, executing as
agent, on behalf of each Series, brokerage agreements and other documents to
establish, operate and conduct all brokerage or other trading accounts, and
executing as agent on behalf of each Series, such agreements and other
documentation as may be required for the purchase or sale, assignment, transfer
and ownership of any permitted investment, including limited partnership
agreements, repurchase and derivative master agreements, including any schedules
and annexes to such agreements, releases, consents, elections and confirmations.
The Manager acknowledges and understands that it will be bound by any such
trading accounts established, and agreements and other documentation executed,
by the Sub-Adviser for such investment purposes.
2. Capitalized terms used in this Amendment 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 MANAGEMENT CO.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
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Title: EVP, Chief Financial Officer
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