EX-77.(e)(4)
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING PARTNERS, INC.
This First Amendment, effective as of December 15, 2006, amends the
Sub-Advisory Agreement (the "Agreement") dated the 7h day of December, 2005
between ING Life Insurance and Annuity Company, an insurance company organized
and existing under the laws of the State of Connecticut (the "Adviser") and
Xxxxxxxxx Xxxxxx Management, Inc., a New York corporation (the "Sub-Adviser").
WITNESSETH
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. The first two sentences of Section 16 are hereby deleted in their
entirety and replaced with the following:
With respect to each Series identified as a Portfolio on Schedule A
hereto as in effect on the date of this Amendment, unless earlier
terminated with respect to any Portfolio this Agreement shall continue in
full force and effect through November 30, 2007. Thereafter, unless
earlier terminated with respect to a Portfolio, the Agreement shall
continue in full force and effect with respect to each such Portfolio 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 Portfolio (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 Adviser, cast in person at a meeting called for the purpose
of voting on such approval.
With respect to any Portfolio that was added to Schedule A hereto as
a Portfolio 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 Portfolio as a Portfolio under the Agreement or (ii)
the date upon which the shares of the Portfolio 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 Adviser, and the shareholders
of such Portfolio, shall have approved this Agreement. Unless terminated
earlier as provided herein with respect to any such Portfolio, 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 Portfolio. Thereafter, unless earlier terminated with
respect to a Portfolio, the Agreement shall continue in full force and
effect with respect to each such Portfolio for periods of one year,
provided that such continuance is specifically approved at least annually
by (i) the vote of a majority of the outstanding voting shares of such
Portfolio (as defined in the 1940
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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 Adviser, cast in person at a meeting called for the purpose
of voting on such approval.
3. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
4. 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 LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Vice President
XXXXXXXXX XXXXXX MANAGEMENT, INC.
By: /s/ Xxxxxx (ILLEGIBLE)
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Name: Xxxxxx (ILLEGIBLE)
Title: SVP
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