(d)(8)(IV)
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
AMENDMENT made as of this 1st day of January, 2006, to the Investment
Sub-Advisory Agreement dated as of November 19, 2001 as amended May 1, 2003 and
June 24, 2003 (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 Xxxxxxx Sachs Asset Management, a business unit
of the Investment Management Division of Xxxxxxx, Xxxxx & Co. ("GSAM"), a
partnership organized and existing under the laws of the State of New York whose
obligations under the Agreement were subsequently assumed by Xxxxxxx Sachs Asset
Management, L.P. (the "Subadviser"), a wholly-owned subsidiary of the Xxxxxxx
Xxxxx Group, Inc., in an Assumption Agreement dated March 28, 2003.
WITNESSETH:
WHEREAS, the Adviser and Subadviser are parties to the Agreement with
respect to ING Partners, Inc.; and
WHEREAS, the parties wish to amend the Agreement as set forth below.
NOW THEREFORE, in consideration of the mutual covenants contained herein,
the parties agree to amend the Agreement as follows:
1. APPENDIX A of the Agreement is hereby deleted and replaced with the AMENDED
APPENDIX A attached hereto.
2. Delete in its entirety the last sentence of Paragraph 2(D), which 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, dealers and FCM's."
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 confirmed and remains in full force
and effect.
5. This Amendment shall become effective as of the date first written above.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their duly authorized
signatories the date and year first above written.
ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
----------------------------------
Xxxxxx X. Xxxxxxxxxxx
Vice President
XXXXXXX SACHS ASSET MANAGEMENT, L.P.
By: /s/ Xxxxx XxXxxxxx
----------------------------------
Name: Xxxxx XxXxxxxx
Title: Managing Director
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AMENDED APPENDIX A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
PORTFOLIOS ANNUAL SUBADVISER FEE
---------- ---------------------
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
ING Xxxxxxx Sachs(R) 0.40% on the first $350 million
Capital Growth Portfolio 0.35% on all assets in excess of $350 million
ING Xxxxxxx Xxxxx(R) 0.35% on the first $150 million
Core Equity Portfolio 0.30% on all assets in excess of $150 million
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