Exhibit (d.10)
AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXXXXX XXXXX ASSET MANAGEMENT
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 Xxxxxxx Sachs
Asset Management, a business unit of the Investment Management Division of
Xxxxxxx, Xxxxx & Co. ("Subadviser"), a partnership 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 Xxxxxxx Sachs(R)Capital Growth Portfolio replaced by ING Xxxxxxx
Xxxxx(R)Capital 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 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
By:
------------------------------ ---------------------------------------
Xxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxxxxx, Vice President
Assistant Secretary
Attest: XXXXXXX SACHS ASSET MANAGEMENT,
a unit of the Investment Management
Division of Xxxxxxx, Xxxxx & Co.
By:
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[INSERT] [INSERT]
SCHEDULE A
INITIAL PORTFOLIOS
ING Xxxxxxx Sachs(R) Capital Growth Portfolio
ADDITIONAL PORTFOLIOS
[ING Xxxxxxx Xxxxx(R) Core Equity Portfolio]
[Schedule dated: May 1, 2003]
APPENDIX A
FEE SCHEDULE
ING Xxxxxxx Sachs(R) Capital Growth Portfolio
0.45% on the first $150 million in assets
0.40% on the next $200 million in assets
0.35% on all assets in excess of $350 million
[ING Xxxxxxx Xxxxx(R)Core Equity Portfolio]
0.35% on the first $150 million in assets
0.30% on all assets in excess of $150 million
