Exhibit (d.5)
AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXX XXXXX MANAGEMENT, INC.
AMENDMENT made as of this 1st day of May, 2003, to the Subadvisory
Agreement dated as of November 19, 2001 (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 Xxxx Xxxxx
Management, Inc., a corporation organized and existing under the laws of the
State of New York. In consideration of the mutual covenants contained herein,
the parties agree to amend the Agreement as follows:
1. NAME CHANGES
All references in the Agreement to the following entities are replaced as
indicated below to reflect the new legal names of each entity:
Aetna Life Insurance and Annuity Company replaced by ING Life Insurance and
Annuity Company Portfolio Partners, Inc. replaced by ING Partners, Inc.
PPI Xxxxx Aggressive Growth Portfolio replaced by ING Xxxxx Aggressive Growth
Portfolio
PPI Xxxxx Growth Portfolio replaced by ING Xxxxx Growth Portfolio
2. INITIAL AND ADDITIONAL PORTFOLIOS
Insert the following clause after the second WHEREAS clause in the Agreement:
WHEREAS, the Company offers the separate series listed on Schedule A
attached hereto ("Initial Portfolios") and the Company may, from time
to time, offer shares representing interests in one or more additional
series ("Additional Portfolios"); and
3. SCHEDULE A
To add a Schedule A as attached hereto and amend the WHEREAS clause beginning
"WHEREAS, the Board of Directors as the Adviser..." as follows:
WHEREAS, the Company's Board of Directors and the Adviser desire to retain
the Subadviser as subadviser for the separate series listed on Schedule A
attached hereto (each a "Portfolio", collectively referred to hereinafter
as the "Portfolios"), to furnish certain investment advisory services to
the Adviser and the Company and the Subadviser is willing to furnish such
services;
4. DURATION OF AGREEMENT
Paragraph 9 of the Agreement is hereby replaced with the following:
DURATION OF AGREEMENT. This Agreement shall become effective with respect
to each Initial Portfolio on the later of the date of its execution or the
date of the commencement of operations of the Initial Portfolio and with
respect to any Additional Portfolio, on the later of the date Schedule A
is amended to reflect such Additional Portfolio in accordance with
Paragraph 14 of the Agreement or the date of the commencement of
operations of the Additional Portfolio. Unless terminated in accordance
with Paragraph 13 below, the Agreement shall remain in full force and
effect for two years from its effective date with respect to each Initial
Portfolio and, with respect to each Additional Portfolio, for two years
from the date on which such Portfolio becomes a Portfolio hereunder.
Subsequent to such initial periods of effectiveness, this Agreement shall
continue in full force and effect for periods of one year thereafter with
respect to each Portfolio so long as such continuance with respect to such
Portfolio is specifically approved at least annually by the Board,
provided that in such event such continuance shall also be approved by the
vote of a majority of the Directors who are not "interested persons" (as
defined in the 1940 Act) ("Independent Directors") of any party to this
Agreement cast in person at a meeting called for the purpose of voting on
such approval.
5. TERMINATION OF AGREEMENT
Replace the first sentence of Paragraph 13 of the Agreement as follows:
TERMINATION OF AGREEMENT. Notwithstanding the foregoing, this Agreement
may be terminated with respect to a Portfolio at any time, without the
payment of any penalty, by vote of the Board or by a vote of a majority of
the outstanding voting securities of such Portfolio on 60 days prior
written notice to the Subadviser.
6. AMENDMENT OF AGREEMENT
Replace Paragraph 14, Amendment of Agreement, with the following:
AMENDMENT OF AGREEMENT. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge, or termination is sought, and no material amendment of
this Agreement shall be effective with respect to a Portfolio until
approved by vote of a majority of the Independent Directors cast in person
at a meeting called for the purpose of such approval, and if required
under the 1940 Act a majority of the outstanding voting securities of that
Portfolio.
7. APPROVAL, AMENDMENT OR TERMINATION
Add a new paragraph 15 as follows and renumber the existing Paragraph 15 as
Paragraph 16:
15. APPROVAL, AMENDMENT OR TERMINATION. Any approval, amendment or termination
of this Agreement with respect to a Portfolio will not require the
approval of any other Portfolio or the approval of a majority of the
outstanding voting securities of the Company, unless such approval is
required by applicable law.
8. CHANGE IN APPENDIX A
Appendix A to the Agreement is hereby amended to add the compensation for the
Additional Portfolios, as specified in Appendix A to this Amendment.
9. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force and
effect.
10. EFFECTIVE DATE
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.
Attest: ING LIFE INSURANCE AND ANNUITY COMPANY
/s/ Xxxx X. Xxxxx By: /s/ Xxxxxx X. Xxxxxxxxxxx
----------------- -------------------------------------------
Xxxx X. Xxxxx Xxxxxx X. Xxxxxxxxxxx, Vice President
Assistant Secretary
Attest: XXXX XXXXX MANAGEMENT, INC.
/s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxxxxx X. Xxxx
-------------------- ------------------------------------------
Xxxxxxxx Xxxxxxx Xxxxxxx X. Xxxx, Executive Vice President
Executive Assistant
SCHEDULE A
INITIAL PORTFOLIOS
ING Xxxxx Aggressive Growth Portfolio
ING Xxxxx Growth Portfolio
ADDITIONAL PORTFOLIOS
[ING XXXXX CAPITAL APPRECIATION PORTFOLIO]
[Schedule dated: May 1, 2003]
APPENDIX A
FEE SCHEDULE
For purposes of applying this schedule, assets of all portfolios managed by Xxxx
Xxxxx Management Inc. will be combined.
ING Xxxxx Aggressive Growth
ING Xxxxx Growth Portfolio
[ING Xxxxx Capital Appreciation]
0.35% on the next $350 million in assets
0.30% on the next $500 million in assets
0.25% on all assets in excess of $1 billion
