Exhibit 77(e)(4)
THIRD AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
between
DIRECTED SERVICES, LLC
and
ING INVESTMENT MANAGEMENT CO.
This Third Amendment, effective as of September 15, 2007, amends the
Investment Subadvisory Agreement (the "Agreement") dated the 23rd day of January
2004, as amended, between Directed Services, LLC, a limited liability company
duly organized in the State of Delaware (the "Adviser") and ING Investment
Management Co., a Connecticut corporation (the "Subadviser").
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 15, 2007.
1. The following information will be inserted as Section 2 L.:
With respect to any investments, including but, not limited to, repurchase
and reverse repurchase agreements, derivatives contracts, futures contracts,
International Swaps and Derivatives Association, Inc. Master Agreements, and
options on futures contracts ("futures"), which are permitted to be made by the
Sub-Adviser in accordance with this Agreement and the investment objectives and
strategies of the Series, as outlined in the Articles of Incorporation, the
Manager hereby authorizes and directs the Sub-Adviser to do and perform every
act and thing whatsoever necessary or incidental in performing its duties and
obligations under this Agreement including, but not limited to, executing as
agent, on behalf of each Series, brokerage agreements and other documents to
establish, operate and conduct all brokerage or other trading accounts, and
executing as agent, on behalf of each Series, such agreements and other
documentation as may be required for the purchase or sale, assignment, transfer
and ownership of any permitted investment, including limited partnership
agreements, repurchase and derivative master agreements, including any schedules
and annexes to such agreements, releases, consents, elections and confirmations.
The Manager acknowledges and understands that it will be bound by any such
trading accounts established, and agreements and other documentation executed,
by the Sub-Adviser for such investment purposes.
1. Capitalized terms used in this Amendment and not otherwise defined
shall have the meanings ascribed to them in the Agreement.
2. 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.
Directed Services, LLC
By: /s/ Xxxx Xxxxx
--------------------------------
Xxxx Xxxxx
Vice President
ING INVESTMENT MANAGEMENT CO.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxx X. Xxxxxx
------------------------------
Title: EVP, Chief Financial Officer
