[LETTERHEAD OF CLEARBRIDGE ADVISORS]
EX-77.(e)(8)
FIRST AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
between
ING LIFE INSURANCE AND ANNUITY COMPANY
and
CLEARBRIDGE ADVISORS, LLC
This First Amendment, effective as of December 15, 2006, amends the
Investment Subadvisory Agreement (the "Agreement") dated the 1st day of December
2005 between ING Life Insurance and Annuity Company, an insurance corporation
organized and existing under the laws of the State of Connecticut (the
"Adviser") and ClearBridge Advisors, LLC (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 December 15, 2006.
NOW, THEREFORE, the parties agree as follows:
1. Section 8 is hereby deleted in its entirety and replaced with the
following:
8. Duration of Agreement. With respect to each Series identified as
a Portfolio on Schedule A hereto as in effect on the date of this
Amendment, unless earlier terminated with respect to any Portfolio this
Agreement shall continue in full force and effect through November 30,
2007. Thereafter, unless earlier terminated with respect to a Portfolio,
the Agreement shall continue in full force and effect with respect to each
such Portfolio for periods of one year, provided that such continuance is
specifically approved at least annually by (i) the vote of a majority of
the Board of Directors of the Company, or (ii) the vote of a majority of
the outstanding voting shares of the Portfolio (as defined in the 1940
Act), and provided that such continuance is also approved by the vote of a
majority of the Board of Directors of the Company who are not parties to
this Agreement or "interested persons" (as defined in the 1940 Act) of the
Company or the Adviser, cast in person at a meeting called for the purpose
of voting on such approval.
With respect to any Portfolio that was added to Schedule A hereto as
a Portfolio after the date of this Amendment, the Agreement shall become
effective on the later of (i) the date Schedule A is amended to reflect
the addition of such Portfolio as a Portfolio under the Agreement or (ii)
the date upon which the shares of the Portfolio are first sold to the
public, subject to the condition that the Company's Board of Directors,
including a majority of those Directors who are not interested persons (as
such term is defined in the 1940 Act) of the Adviser, and the shareholders
of such Portfolio, shall have approved this Agreement. Unless terminated
earlier as provided herein with respect to any such
Portfolio, the Agreement shall continue in full force and effect for a
period of two years from the date of its effectiveness (as identified
above) with respect to that Portfolio. Thereafter, unless earlier
terminated with respect to a Portfolio, the Agreement shall continue in
full force and effect with respect to each such Portfolio for periods of
one year, provided that such continuance is specifically approved at least
annually by (i) the vote of a majority of the Board of Directors of the
Company, or (ii) vote of a majority of the outstanding voting shares of
such Portfolio (as defined in the 1940 Act), and provided that such
continuance is also approved by the vote of a majority of the Board of
Directors of the Company who are not parties to this Agreement or
"interested persons" (as defined in the 1940 Act) of the Company or the
Adviser, cast in person at a meeting called for the purpose of voting on
such approval.
2. Capitalized terms used herein and not otherwise defined shall have
the meanings ascribed to them in the Agreement.
3. 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.
ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Vice President
CLEARBRIDGE ADVISORS, LLC
By: /s/ Xxxxxxxx Xxxxxx
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Name: Xxxxxxxx Xxxxxx
--------------------------------
Title: Chief Administrative Officer
Managing Director
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