AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
between
ING Life Insurance and Annuity Company
and
American Century Investment Management, Inc.
AMENDMENT made as of this 8th day of November, 2004 to the Investment
Subadvisory Agreement dated as of March 29, 2002, as amended (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 American Century Investment Management, Inc., a Delaware
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 and manager to the series of the Company set forth on
Appendix A hereto (collectively, the "Portfolio") for the period 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. The following paragraph is hereby inserted at the end of Section 2 (E):
The Adviser understands and agrees that, should there be a failed trade for the
Portfolio that has a material effect on such Portfolio, as determined by the
Subadviser, the Subadviser in its discretion either will file a compensation
claim with the broker responsible for the failed trade or otherwise make the
Portfolio whole for any loss incurred.
4. Section 2 (I) of the Agreement is hereby deleted in its entirety and replaced
with the following:
I. The Subadviser will have no duty to vote any proxy solicited by or with
respect to the issuers of securities in which assets of the Portfolios are
invested unless the Adviser gives the Subadviser written instructions to the
contrary. If provided with such notice, the Subadviser will vote proxies for the
Portfolio according to the Subadviser's voting policies. The Subadviser will
immediately forward any proxy solicited by or with respect to the issuers of
securities in which assets of the Portfolios are invested to the Adviser or to
any agent of the Adviser designated by the Adviser in writing.
The Subadviser will make appropriate personnel available for consultation for
the purpose of reviewing with representatives of the Adviser and/or the Board
any proxy solicited by or with respect to the issuers of securities in which
assets of the Portfolios are invested. Upon request, the Subadviser will submit
a written voting recommendation to the Adviser for such proxies. In making such
recommendations, the Subadviser shall use its good faith judgment to act in the
best interests of the Portfolios. The Subadviser shall disclose to the best of
its knowledge any conflict of interest with the issuers of securities that are
the subject of such recommendation including whether such issuers are clients or
are being solicited as clients of the Subadviser or of its affiliates.
5. Appendix A of the Agreement is hereby deleted and replaced with the Amended
Appendix A attached hereto.
6. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
7. In all other respects, the Agreement is confirmed and remains in full force
and effect.
8. This Amendment shall become effective as of the later of the date first
written above, or the date that Subadviser begins managing the Portfolio, which
shall be after any transition manager has completed its duties.
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
AMERICAN CENTURY INVESTMENT
MANAGEMENT, INC.
By:
Name:
Title:
AMENDED APPENDIX A
to
INVESTMENT SUBADVISORY AGREEMENT
between
ING Life Insurance and Annuity Company
and
American Century Investment Management, Inc.
Portfolios
Annual Subadviser Fee
(as a percentage of average daily net assets)
ING American Century Select Portfolio
0.40% on the first $500 million of assets
0.35% on the next $500 million of assets
0.30% on assets in excess of $1 billion
ING American Century Small Cap Value
Portfolio
0.80% on the first $50 million of assets
0.75% on assets over $50 million
This Portfolio and any other large cap U.S. equity portfolios managed by Adviser
and sub-advised by Subadviser will be combined and assets aggregated to
determine the Annual Subadviser Fee.
The Annual Subadviser Fee on the first $500 million will be reduced to 0.35% if
Adviser's cumulative U.S. large cap assets under management sub-advised by
Subadviser exceed $650 million.
