Exhibit (d.18)
FORM OF
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
X. X. XXXXXX XXXXXXX ASSET MANAGEMENT (LONDON), LTD.
AMENDMENT made as of this [1st] day of [May], 2004, to the Investment
Sub-Advisory Agreement dated as of December 16, 2002, and amended June 3, 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 X. X. Xxxxxx Xxxxxxx Asset Management (London), Ltd., a
corporation organized and existing under the laws of England (the "Subadviser").
In consideration of the mutual covenants contained herein, the parties agree to
amend the Agreement as follows:
The following language is hereby added to the above referenced Agreement:
Except where prohibited by applicable law or regulation, the
Subadviser may delegate any or all of its functions under this Agreement to
an affiliate and may employ a third party to perform any accounting,
administrative, reporting and ancillary services required to enable the
Subadviser to perform its functions under this Agreement, but the
Subadviser's liability to the Client shall not be affected thereby.
Notwithstanding any other provision of this Agreement, the Subadviser may
provide information about the Adviser and the Portfolio to any other third
party for the purposes of this clause.
This Amendment shall become effective as of the date first written above.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
Except as expressly amended and modified hereby, all provisions of the
Agreement shall remain in full force and effect.
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:
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Title:
X.X. XXXXXX XXXXXXX ASSET
MANAGEMENT (LONDON), LTD.
By:
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Title: