Exhibit (d.10)
FORM OF
AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
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AMENDMENT made as of this 1st day of May, 2003, to the Subadvisory Agreement
dated as of November 19, 2001 (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., a wholly-owned subsidiary of the Xxxxxxx
Xxxxx Group, Inc., in an Assumption Agreement dated March 28, 2003.
In consideration of the mutual covenants contained herein, the parties
agree to amend the Agreement as follows:
1. NAME CHANGES
All references in the Agreement to the following entities are replaced as
indicated below to reflect the new legal names of each entity:
Aetna Life Insurance and Annuity Company replaced by ING Life Insurance and
Annuity Company Portfolio Partners, Inc. replaced by ING Partners, Inc.
PPI Xxxxxxx Sachs(R)Capital Growth Portfolio replaced by ING Xxxxxxx
Xxxxx(R)Capital Growth Portfolio
2. INITIAL AND ADDITIONAL PORTFOLIOS
Insert the following clause after the second WHEREAS clause in the Agreement:
WHEREAS, the Company offers the separate series listed on Schedule A
attached hereto ("Initial Portfolios") and the Company may, from time to
time, offer shares representing interests in one or more additional series
("Additional Portfolios"); and
3. SCHEDULE A
To add a Schedule A as attached hereto and amend the WHEREAS clause beginning
"WHEREAS, the Board of Directors..." as follows:
WHEREAS, the Company's Board of Directors and the Adviser desire to retain
the Subadviser as subadviser for the separate series listed on Schedule A
attached hereto (each a "Portfolio", collectively referred to hereinafter
as the "Portfolios"), to furnish certain investment advisory services to
the Adviser and the Company and the Subadviser is willing to furnish such
services;
4. DURATION OF AGREEMENT
Paragraph 9 of the Agreement is hereby replaced with the following:
DURATION OF AGREEMENT. This Agreement shall become effective with respect
to each Initial Portfolio on the later of the date of its execution or the
date of the commencement of operations of the Initial Portfolio and with
respect to any Additional Portfolio, on the later of the date Schedule A
is amended to reflect such Additional Portfolio in accordance with
Paragraph 14 of the Agreement or the date of the commencement of
operations of the Additional Portfolio. Unless terminated in accordance
with Paragraph 13 below, the Agreement shall remain in full force and
effect for two years from its effective date with respect to each Initial
Portfolio and, with respect to each Additional Portfolio, for two years
from the date on which such Portfolio becomes a Portfolio hereunder.
Subsequent to such initial periods of effectiveness, this Agreement shall
continue in full force and effect for periods of one year thereafter with
respect to each Portfolio so long as such continuance with respect to such
Portfolio is specifically approved at least annually by the Board,
provided that in such event such continuance shall also be approved by the
vote of a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) ("Independent Directors") of any party to this
Agreement cast in person at a meeting called for the purpose of voting on
such approval.
5. TERMINATION OF AGREEMENT
Replace the first sentence of Paragraph 13 of the Agreement as follows:
TERMINATION OF AGREEMENT. Notwithstanding the foregoing, this Agreement
may be terminated with respect to a Portfolio at any time, without the
payment of any penalty, by vote of the Board or by a vote of a majority of
the outstanding voting securities of such Portfolio on 60 days prior
written notice to the Subadviser.
6. AMENDMENT OF AGREEMENT
Replace Paragraph 14, Amendment of Agreement, with the following:
AMENDMENT OF AGREEMENT. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge, or termination is sought, and no material amendment of
this Agreement shall be effective with respect to a Portfolio until
approved by vote of a majority of the Independent Directors cast in person
at a meeting called for the purpose of such approval, and if required
under the 1940 Act a majority of the outstanding voting securities of that
Portfolio.
7. APPROVAL, AMENDMENT OR TERMINATION
Add a new paragraph 15 as follows and renumber the existing Paragraph 15 as
Paragraph 16:
15. APPROVAL, AMENDMENT OR TERMINATION. Any approval, amendment or
termination of this Agreement with respect to a Portfolio will not
require the approval of any other Portfolio or the approval of a
majority of the outstanding voting securities of the Company, unless
such approval is required by applicable law.
8. CHANGE IN APPENDIX A
Appendix A to the Agreement is hereby amended to add the compensation for the
Additional Portfolios, as specified in Appendix A to this Amendment.
9. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force and
effect.
10. EFFECTIVE DATE
This Amendment shall become effective as of the date first written above.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed under seal by their duly authorized officers as of the date first
mentioned above.
Attest: ING LIFE INSURANCE AND ANNUITY COMPANY
By:
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Xxxxxx X. Xxxxxxxxxxx, Vice President
Attest: XXXXXXX XXXXX ASSET MANAGEMENT, L.P.
By:
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SCHEDULE A
INITIAL PORTFOLIOS
ING Xxxxxxx Sachs(R) Capital Growth PortfoliO
ADDITIONAL PORTFOLIOS
ING Xxxxxxx Xxxxx(R) Core Equity Portfolio
Schedule dated: May 1, 2003
APPENDIX A
FEE SCHEDULE
ING Xxxxxxx Sachs(R) Capital Growth PortfoliO
0.45% on the first $150 million in assets
0.40% on the next $200 million in assets
0.35% on all assets in excess of $350 million
ING Xxxxxxx Xxxxx(R) Core Equity Portfolio
0.35% on the first $150 million in assets
0.30% on all assets in excess of $150 million
