Exhibit 77(q)(i)(e)(i)
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING VARIABLE PORTFOLIOS, INC.
This First Amendment, effective as of July 29, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 1st day of March, 2002
between ING Investments, LLC an Arizona limited liability company (the
"Manager") and Aeltus Investment Management, Inc., a Connecticut corporation
(the "Sub-Adviser") with regards to ING VP Growth Portfolio, ING VP Index Plus
LargeCap Portfolio, ING VP Index Plus MidCap Portfolio, ING VP Index Plus
SmallCap Portfolio, ING VP International Equity Portfolio, ING VP Small Company
Portfolio and ING VP Value Opportunity Portfolio, each a Series of ING Variable
Portfolios, Inc.
WITNESSETH
WHEREAS, the parties desire to amend the Agreement and agree that the
amendments will be effective as of July 29, 2003.
NOW, THEREFORE, the parties agree as follows:
1. Section 2.(a)(ii) of the Agreement is hereby deleted in its entirety
and replaced with the following:
(ii) The Sub-Adviser will have no duty to vote any proxy solicited by
or with respect to the issuers of securities in which assets of the Series are
invested unless the Manager gives the Sub-Adviser written instructions to the
contrary. The Sub-Adviser will immediately forward any proxy it receives on
behalf of the Fund solicited by or with respect to the issuers of securities in
which assets of the Series are invested to the Manager or to any agent of the
Manager designated by the Manager in writing.
The Sub-Adviser will make appropriate personnel reasonably available
for consultation for the purpose of reviewing with representatives of the
Manager and/or the Board any proxy solicited by or with respect to the issuers
of securities in which assets of the Series are invested. Upon request, the
Sub-Adviser will submit a voting recommendation to the Manager for such proxies.
In making such recommendations, the Sub-Adviser shall use its good faith
judgment to act in the best interests of the Series. The Sub-Adviser shall
disclose to the best of its knowledge any conflict of interest with the issuers
of securities that are the subject of such recommendation including whether such
issuers are clients or are being solicited as clients of the Sub-Adviser or of
its affiliates.
2. The following Section 10 is hereby inserted between existing Section 9
and Section 10:
10. Non-Exclusivity. The services of the Sub-Adviser to the Series and
the Fund are not to be deemed to be exclusive, and the Sub-Adviser shall be free
to render investment advisory or other services to others (including other
investment companies) and to engage in other activities, provided, however, that
the Sub-Adviser may not consult with any other sub-adviser of the Fund
concerning transactions in securities or other assets for any investment
portfolio of the Fund, including . the Series, except that such consultations
are permitted between the current and successor sub-advisers
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of the Series in order to effect an orderly transition of sub-advisory duties so
long as such consultations are not concerning transactions prohibited by Section
17(a) of the 1940 Act.
3. Each Section number and applicable references to each Section
following the inserted Section 10 above, will increase numerically by one (i.e.,
Section 13 will be Section 14, etc.).
4. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
5. 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/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
AELTUS INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Giaffre
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Name: Xxxxxxx Giaffre
Title: Senior Vice President
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