FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING VARIABLE PRODUCTS TRUST
Exhibit (d)(3)(ii)
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT
This First Amendment, effective as of December 15, 2006, amends the Sub-Advisory Agreement
(the “Agreement”) dated the 3rd day of May 2004, between ING Investments, LLC, an Arizona limited
liability company (the “Manager”) and ING Clarion Real Estate Securities L.P. (formerly Clarion CRA
Securities, L.P.), a Delaware partnership (the “Sub-Adviser”).
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. The first two sentences of Section 16 (a) are hereby deleted in their entirety and replaced
with the following:
With respect to each Series identified as a Series on Schedule A hereto as in
effect on the date of this Amendment, unless earlier terminated with respect to any Series
this Agreement shall continue in full force and effect through November 30, 2007.
Thereafter, unless earlier terminated with respect to a Series, the Agreement shall continue
in full force and effect with respect to each such Series 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 Fund, or (ii) the vote of a majority of the
outstanding voting shares of the Series (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 Fund
who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx)
of the Fund or the Manager, cast in person at a meeting called for the purpose of voting on
such approval.
With respect to any Series that was added to Schedule A hereto as a Series
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 Series as a Series
under the Agreement or (ii) the date upon which the shares of the Series are first sold to
the public, subject to the condition that the Fund’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 Series, shall have approved this Agreement.
Unless terminated earlier as provided herein with respect to any such Series, 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 Series. Thereafter, unless earlier
terminated with respect to a Series, the Agreement shall continue in full force and effect
with respect to each such Series 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 Fund, or (ii) vote of a majority of the outstanding voting shares
of such Series (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 Fund who are not parties
to this Agreement or “interested persons” (as defined in the 0000 Xxx) of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on such approval.
2. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Agreement.
3. 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 |
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| By: | /s/ Xxxx Xxxxx | |||
| Xxxx Xxxxx | ||||
| Senior Vice President | ||||
| ING CLARION REAL ESTATE SECURITIES L.P. |
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| By: | /s/ Xxxxx Xxxxxxxx | |||
| Name: | Xxxxx Xxxxxxxx | |||
| Title: | COO | |||
