EX-77.(e)(13)
FIRST AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
between
ING LIFE INSURANCE AND ANNUITY COMPANY
and
ING INVESTMENT MANAGEMENT CO.
This First Amendment, effective as of December 15, 2006, amends the
Investment Subadvisory Agreement (the "Agreement") dated the 23rd day of January
2004, as amended, between ING Life Insurance and Annuity Company, an insurance
corporation organized and existing under the laws of the State of Connecticut
(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 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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 ▇▇▇▇ ▇▇▇) 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/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
Vice President
ING INVESTMENT MANAGEMENT CO.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Title: EVP & CFO
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