EX-77.(e)(3)
AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
between
ING LIFE INSURANCE AND ANNUITY COMPANY
and
JPMORGAN ASSET MANAGEMENT (U.K.) LIMITED
AMENDMENT made as of this 1st day of June, 2006 to the Investment
Sub-Advisory Agreement dated as of December 16, 2002, as amended (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 JPMorgan Asset Management (U.K.) Limited (successor to
JPMorgan Xxxxxxx Asset Management (London) Limited), 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:
1. The final WHEREAS clause is hereby deleted in its entirety and replaced with
the following:
WHEREAS, pursuant to authority granted to the Adviser in the Advisory
Agreement, the Adviser and the Company's Board of Directors (the "Board") wish
to retain the Subadviser to furnish investment advisory services to one or more
of the series of the Company, and the Subadviser is willing to furnish such
services to the Company and the Adviser.
2. Section 1 of the Agreement is hereby deleted in its entirety and replaced
with the following:
1. Appointment. The Adviser hereby appoints the Subadviser to act as the
investment sub-adviser and manager to the series of the Company set forth on
Appendix A hereto (collectively, the "Portfolio") for the period and on the
terms set forth in this Agreement. The Subadviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
In the event the Company designates one or more series (other than the
Portfolio) with respect to which the Adviser wishes to retain the Subadviser to
render investment advisory services hereunder, it shall notify the Subadviser in
writing. If the Subadviser is willing to render such services, it shall notify
the Adviser in writing, whereupon such series shall become a Portfolio
hereunder, and be subject to this Agreement.
3. Delete in its entirety the last sentence of Paragraph 2(E), which currently
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 section of brokers and dealers."
And replace with the following:
"The Subadviser will consult with the Adviser to the end that portfolio
transactions on the behalf of a Portfolio are, subject to best execution,
directed to broker-dealers that participate in commission recapture
programs benefiting the Portfolio, provided that neither the Subadviser
nor the Adviser will direct brokerage in recognition of the sale of the
Portfolio shares."
4. Appendix A of the Agreement is hereby deleted and replaced with the Amended
Appendix A attached hereto.
5. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
6. In all other respects, the Agreement, is confirmed and remains in full force
and effect.
7. 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.
ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxx Xxxxx
------------------------------------
Xxxx Xxxxx
Senior Vice President
JPMORGAN ASSET MANAGEMENT (U.K.) LIMITED
By: /s/ Xxxxx Ausworth
------------------------------------
Name: Xxxxx Ausworth
Title: Vice President
