AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING Life Insurance and
Annuity Company and X. Xxxx Price Associates, Inc.
AMENDMENT made as of this 8th day of November, 2004 to the Investment
Subadvisory Agreement dated as of December 14, 2000, as amended (the
"Agreement"), between ING Life Insurance and Annuity Company (formerly, Aetna
Life Insurance and Annuity Company), an insurance corporation organized and
existing under the laws of the State of Connecticut (the "Adviser"), and X. Xxxx
Price Associates, Inc., a Maryland corporation (the "Subadviser"). In
consideration of the mutual covenants contained herein, the parties agree to
amend the Agreement as follows:
1. The final WHEREAS clause is hereby deleted in its entirety and replaced the
following:
WHEREAS, pursuant to authority granted to the Adviser in the Advisory Agreement,
the Adviser wishes to retain the Subadviser to furnish investment advisory
services to one or more of the series of the Company, and the Subadviser is
willing to furnish such services to the Company and the Adviser.
2. Section 1 of the Agreement is hereby deleted in its entirety and replaced
with the following:
1. Appointment. The Adviser hereby appoints the Subadviser to act as the
investment sub-adviser to the series of the Company set forth on Appendix A
hereto (each, a "Portfolio") for the periods and on the terms set forth in this
Agreement. The Subadviser accepts such appointment and agrees to furnish the
services herein set forth for the compensation herein provided.
In the event the Company designates one or more series (other than the
Portfolio) with respect to which the Adviser wishes to retain the Subadviser to
render investment advisory services hereunder, it shall notify the Subadviser in
writing. If the Subadviser is willing to render such services, it shall notify
the Adviser in writing, whereupon such series shall become a Portfolio
hereunder, and be subject to this Agreement.
3. Appendix A of the Agreement is hereby deleted and replaced with the Amended
Appendix A attached hereto.
4. In all other respects, the Agreement is confirmed and remains in full force
and effect.
5. 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.
ING LIFE INSURANCE AND ANNUITY
COMPANY
By:
Xxxxxx X. Xxxxxxxxxxx
Vice President
X. XXXX PRICE ASSOCIATES, INC.
By:
Name:
Title:
AMENDED APPENDIX A
to
INVESTMENT SUBADVISORY AGREEMENT
between
ING Life Insurance and Annuity Company
and
X. Xxxx Price Associates, Inc.
Portfolios
Annual Subadviser Fee
(as a percentage of average daily net assets)
ING X. Xxxx Price Diversified Mid Cap
Growth Portfolio
0.50% on the first $250 million of assets
0.45% on the next $500 million of assets
0.40% on assets over $750 million
ING X. Xxxx Price Growth Equity Portfolio
0.40% on the first $250 million of assets
0.375% on the next $250 million
0.35% on assets over $500 million
The fees payable under this Subadvisory Agreement are subject to a group fee
waiver. For purposes of this fee waiver, the assets of the Portfolios will be
aggregated with those of ING X. Xxxx Price Capital Appreciation Portfolio and
ING X. Xxxx Price Equity Income Portfolio (the "IIT Portfolios"), each a series
of ING Investors Trust that is managed by an affiliate of the Adviser and
sub-advised by the Subadviser. Pursuant to the terms of a letter agreement
between the Adviser and Subadviser dated December 5, 2001, the fee waiver will
be calculated based on the aggregate assets of the Portfolios and the IIT
Portfolios as follows, and will be applied to any fees payable by a Portfolio.
Aggregate assets between $750 million and $1.5 billion = 5% discount
Aggregate assets between $1.5 billion and $3.0 billion = 7.5% discount
Aggregate assets greater than $3.0 billion = 10% discount
