[LOGO]ING
FUNDS
Exhibit 77(e)(2)
September 23, 2005
Xx. Xxxxxxx Xxxxxxx
ING Investment Management Co.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
Dear Xx. Xxxxxxx:
Pursuant to the Sub-Adviser Agreement dated August 7, 2001, as amended,
between ING Investments, LLC and ING Investment Management Co. (the
"Agreement"), we hereby modify the fees payable to the Sub-Adviser for ING VP
High Yield Bond Portfolio (the "Portfolio"). Upon your acceptance, the Agreement
will be modified to give effect to the foregoing by modifying the annual
sub-advisory fee for the Portfolio as indicated on Amended Schedule A of the
Agreement, effective September 23, 2005. The Amended Schedule A, with the annual
sub-advisory fees indicated for the Portfolio, is attached hereto.
Please signify your acceptance to the modification of the annual
sub-advisory fee for the Portfolio by signing below where indicated.
Very sincerely,
/s/ Xxxx Xxxxx
-----------------------
Xxxx Xxxxx
Senior Vice President
ING Investments, LLC
ACCEPTED AND AGREED TO:
ING Investment Management Co.
By: /s/ X. Xxxxx Xxx
---------------------------------------------
Name: X. Xxxxx Xxx
Title: Vice Chairman and XXX, Xxxx Authorized
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Investments, LLC
Scottsdale, AZ 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
AMENDED SCHEDULE A
with respect to the
SUB-ADVISER AGREEMENT
between
ING INVESTMENTS, LLC
and
ING INVESTMENT MANAGEMENT CO.
Fund Annual Investment Management Fee
---- --------------------------------
(as a percentage of average daily net assets)
ING VP Convertible Portfolio 0.3375%
ING VP Disciplined LargeCap Portfolio 0.3375% of the first $250 million of assets
0.3150% of the next $250 million of assets
0.2925% of the next $250 million of assets
0.2700% of the next $250 million of assets
0.2475% of the assets in excess of $1 billion
ING VP Financial Services Portfolio
0.3375% of the first $500 million of assets
0.3150% of the assets in excess of $500 million
ING VP High Yield Bond Portfolio 0.2790% of the first $200 million of assets
0.2475% of the next $300 million of assets
0.2250% on the next $500 million of assets
0.2025% of the assets in excess of $1 billion
ING VP International Value Portfolio 0.4500%
ING VP MagnaCap Portfolio 0.3375%
ING XX XxxXxx Opportunities Portfolio 0.3375%
ING VP SmallCap Opportunities Portfolio 0.3375% of the first $250 million of assets
0.3150% of the next $250 million of assets
0.2925% of the next $250 million of assets
0.2700% of the next $250 million of assets
0.2475% of the assets in excess of $1 billion
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