Exhibit 77(e)(1)
SECOND AMENDMENT TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
ING VARIABLE PRODUCTS TRUST
This Second Amendment, effective as of December 15, 2006, amends the
Amended and Restated Investment Advisory Agreement (the "Agreement") dated the
30th day of April 2001, between ING Investments, LLC, an Arizona limited
liability company (the "Adviser") and ING Variable Products Trust, a
Massachusetts business trust (the "Trust").
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of December 15, 2006.
NOW, THEREFORE, the parties agree as follows:
1. Section 7 is hereby deleted in its entirety and replaced with the
following:
7. For the services provided to each Fund and the expenses assumed
pursuant to this Agreement, the Trust will pay to the Adviser as
compensation a fee accrued daily and paid monthly equal to the amount
specified for each Fund in Schedule A hereto.
2. Section 9 is hereby deleted in its entirety and replaced with the
following:
9. With respect to each Fund identified as a Fund on Schedule A
hereto as in effect on the date of this Amendment, unless earlier
terminated with respect to any Fund this Agreement shall continue in full
force and effect through November 30, 2007. Thereafter, unless earlier
terminated with respect to a Fund, the Agreement shall continue in full
force and effect with respect to each such Fund for periods of one year,
provided that such continuance is specifically approved at least annually
by (i) the vote of a majority of the Board of Trustees of the Trust, or
(ii) the vote of a majority of the outstanding voting shares of the Fund
(as defined in the 1940 Act), and provided that such continuance is also
approved by the vote of a majority of the Board of Trustees of the Trust
who are not parties to this Agreement or "interested persons" (as defined
in the 0000 Xxx) of the Trust or the Manager, cast in person at a meeting
called for the purpose of voting on such approval.
With respect to any Fund that was added to Schedule A hereto as a
Fund after the date of this Amendment, the Agreement shall become
effective on the later of (i) the date Schedule A is amended to reflect
the addition of such Fund as a Fund under the Agreement or (ii) the date
upon which the shares of the Fund are first sold to the public, subject to
the condition that the Trust's Board of Trustees, including a majority of
those Trustees who are not interested persons (as such term is defined in
the 0000 Xxx) of the Manager, and the shareholders of such Fund, shall
have approved this Agreement. Unless terminated earlier as provided herein
with respect to any such Fund, the Agreement shall continue in full force
and effect for a period of two years from the date of its effectiveness
(as identified above) with respect to that Fund. Thereafter, unless
earlier terminated with respect to a Fund, the Agreement shall continue in
full force and effect with respect to each such Fund for periods of one
year, provided that such continuance is specifically approved at least
annually by (i) the vote of a majority of the Board of Trustees of the
Trust, or (ii) vote of a majority of the outstanding voting shares of such
Fund (as defined in the 1940 Act), and provided that such continuance is
also approved by the vote of a majority of the Board of Trustees of the
Trust who are not parties to this Agreement or "interested persons" (as
defined in the 0000 Xxx) of the Trust or the Manager, cast in person at a
meeting called for the purpose of voting on such approval.
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 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/ Xxxx Xxxxx
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Xxxx Xxxxx
Senior Vice President
ING VARIABLE PRODUCTS TRUST
By: /s/ Xxxxxx X. Naka
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Xxxxxx X. Naka
Executive Vice President
