EXHIBIT D(1)(i)
FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
ING VARIABLE PRODUCTS TRUST
This First Amendment, effective as of September 2, 2004, amends the
Amended and Restated Investment Advisory Agreement (the "Agreement") dated April
30, 2001 between ING Variable Products Trust (the "Trust"), a Massachusetts
business trust and ING Investments, LLC, an Arizona limited liability company
(the "Adviser"), with regards to ING VP Convertible Portfolio, ING VP
Disciplined LargeCap Portfolio, ING VP Financial Services Portfolio, ING VP High
Yield Bond Portfolio, ING VP International Value Portfolio, ING VP LargeCap
Growth Portfolio, ING VP MagnaCap Portfolio, ING XX XxxXxx Opportunities
Portfolio, ING VP Real Estate Portfolio and ING VP SmallCap Opportunities
Portfolio, each a Series of the Trust, and any future Series of the Trust that
may become party to the Agreement.
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 2, 2004.
NOW, THEREFORE, the parties agree as follows:
1. The following Section 7 is hereby inserted between existing Section 6
and Section 7:
7. The Trust assumes and shall pay or cause to be paid Board approved
membership dues of industry associations.
2. Each Section number and applicable references to each Section following
the new Section 7 above, will increase numerically by one (i.e., Section 8 will
be Section 9, etc.).
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 VARIABLE PRODUCTS TRUST
By: /s/ Xxxxxx X. Naka
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Xxxxxx X. Naka
Senior Vice President
ING INVESTMENTS, LLC
BY: /s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
