Exhibit 77(q)(1)(e)(1)
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
ING XX XXXX PORTFOLIO
This First Amendment, effective as of July 29, 2003, amends the
Sub-Advisory Agreement (the "Agreement") dated the 1st day of March, 2002
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 XX Xxxx Portfolio.
W I T N E S S E T H
WHEREAS, the parties desire to amend the Agreement and agree that the
amendments will be effective as of July 29, 2003.
NOW, THEREFORE, the parties agree as follows:
1. Section 2.(a)(ii) of the Agreement is hereby deleted in its entirety
and replaced with the following:
(ii) The Sub-Adviser will have no duty to vote any proxy solicited
by or with respect to the issuers of securities in which assets of the Series
are invested unless the Manager gives the Sub-Adviser written instructions to
the contrary. The Sub-Adviser will immediately forward any proxy it receives on
behalf of the Fund solicited by or with respect to the issuers of securities in
which assets of the Series are invested to the Manager or to any agent of the
Manager designated by the Manager in writing.
The Sub-Adviser will make appropriate personnel reasonably available
for consultation for the purpose of reviewing with representatives of the
Manager and/or the Board any proxy solicited by or with respect to the issuers
of securities in which assets of the Series are invested. Upon request, the
Sub-Adviser will submit a voting recommendation to the Manager for such proxies.
In making such recommendations, the Sub-Adviser shall use its good faith
judgment to act in the best interests of the Series. The Sub-Adviser shall
disclose to the best of its knowledge any conflict of interest with the issuers
of securities that are the subject of such recommendation including whether such
issuers are clients or are being solicited as clients of the Sub-Adviser or of
its affiliates.
2. 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.
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3. 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.).
4. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
5. 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/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
Executive Vice President
AELTUS INVESTMENT MANAGEMENT, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Name: Xxxxxxx Xxxxxxx
Title: Senior Vice President
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