Exhibit 77(q)(1)(e)(3)
SECOND AMENDMENT TO SUB-ADVISER AGREEMENT
ING VARIABLE PRODUCTS TRUST
This Second Amendment effective as of September 1, 2003, amends the
Sub-Adviser Agreement (the "Agreement") dated the 7th day of August, 2001, as
amended, between ING Investments, LLC, an Arizona limited liability company (the
"Manager") and Aeltus Investment Management, Inc., a Connecticut corporation
(the "Sub-Adviser") with regards to ING VP Convertible Portfolio, ING VP
Disciplined LargeCap Portfolio, ING VP Growth Opportunities Portfolio, ING VP
High Yield Bond Portfolio, ING VP International Portfolio, ING VP International
Value Portfolio, ING VP Large Company Value Portfolio, ING VP MagnaCap
Portfolio, ING XX XxxXxx Opportunities Portfolio and ING VP SmallCap
Opportunities Portfolio, each a Series of ING Variable Products 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 September 1, 2003.
NOW, THEREFORE, the parties agree as follows:
1. The following Section 10 is hereby inserted between existing Section 9
and Section 10:
10. Non-Exclusivity. The services of the Sub-Adviser to the Series
and the Fund are not to be deemed to be exclusive, and the Sub-Adviser shall be
free to render investment advisory or other services to others (including other
investment companies) and to engage in other activities, provided, however, that
the Sub-Adviser may not consult with any other sub-adviser of the Fund
concerning transactions in securities or other assets for any investment
portfolio of the Fund, including the Series, except that such consultations are
permitted between the current and successor sub-advisers of the Series in order
to effect an orderly transition of sub-advisory duties so long as such
consultations are not concerning transactions prohibited by Section 17(a) of the
1940 Act.
2. Each Section number and applicable references to each Section following
the inserted Section 10 above, will increase numerically by one (i.e., Section
13 will be Section 14, etc.).
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.
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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/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
AELTUS INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxx
---------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
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