Exhibit 77(e)(5)
FIFTH AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
between
DIRECTED SERVICES, LLC
and
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
This Fifth Amendment, effective as of May 1, 2007, amends the Investment
Subadvisory Agreement (the "Agreement") dated the 14th day of December 2000, as
amended, between ING Life Insurance and Annuity Company, succeeded by Directed
Services, LLC, a Delaware limited liability company and ▇. ▇▇▇▇ Price
Associates, Inc., a Maryland corporation.
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 May 1, 2007.
NOW, THEREFORE, the parties agree as follows:
1. Appendix A of the Agreement is hereby deleted and replaced with the
Amended Appendix A attached hereto.
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.
DIRECTED SERVICES, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
---------------------------------
▇▇▇▇ ▇▇▇▇▇
Vice President
▇. ▇▇▇▇ PRICE ASSOCIATES, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------
Title: Vice President
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AMENDED APPENDIX A
to
INVESTMENT SUBADVISORY AGREEMENT
between
DIRECTED SERVICES, LLC
and
▇. ▇▇▇▇ Price Associates, Inc.
Portfolios(1) Annual Subadviser Fee
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(as a percentage of average daily net assets)
ING ▇. ▇▇▇▇ Price Diversified Mid Cap Growth 0.50% on the first $250 million of assets
Portfolio 0.45% on the next $500 million of assets
0.40% on assets over $750 million
ING ▇. ▇▇▇▇ Price Growth Equity Portfolio 0.40% on the first $250 million of assets
0.375% on the next $250 million
0.35% on assets over $500 million
Once assets reach $1 billion, the fee schedule
resets as indicated below:
0.35% of all assets(2)
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(1) The fees payable under this Subadvisory Agreement are subject to a group
fee waiver. For purposes of this fee waiver, the assets of the Portfolios
will be aggregated with those of ING ▇. ▇▇▇▇ Price Capital Appreciation
Portfolio and ING ▇. ▇▇▇▇ Price Equity Income Portfolio (the "IIT
Portfolios"), each a series of ING Investors Trust that is managed by an
affiliate of the Adviser and sub-advised by the Subadviser. Pursuant to
the terms of a letter agreement between the Adviser and Subadviser dated
December 5, 2001, the fee waiver will be calculated based on the aggregate
assets of the Portfolios and the IIT Portfolios as follows, and will be
applied to any fees payable by a Portfolio.
o Aggregate assets between $750 million and $1.5 billion = 5%
discount
o Aggregate assets between $1.5 billion and $3.0 billion = 7.5%
discount
o Aggregate assets greater than $3.0 billion = 10% discount
(2) When assets are below $1 billion, the breakpoints will reset to the asset
weighted value of 0.40% on first $250 million, 0.375% on next $250
million, 0.35% thereafter.
