Exhibit 99.(d)(9)(i)
AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
SALOMON BROTHERS ASSET MANAGEMENT, INC.
AMENDMENT made as of this 16th day of December, 2002 to the Subadvisory
Agreement dated as of November 19, 2001 (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 Salomon Brothers
Asset Management Inc., a Maryland corporation (the "SUBADVISER"). In
consideration of the mutual covenants contained herein, the parties agree to
amend the Agreement as follows:
1. NAME CHANGES
All references in the Agreement to the following entities are replaced as
indicated below to reflect the new legal names of each entity:
Aetna Life Insurance and Annuity Company replaced by ING Life Insurance and
Annuity Company
Portfolio Partners, Inc. replaced by ING Partners, Inc.
PPI Salomon Brothers Mid-Cap Portfolio replaced by ING Salomon Brothers Capital
Portfolio
PPI Salomon Brothers Investors Portfolio replaced by ING Salomon
Brothers Investors Value Portfolio
2. INITIAL AND ADDITIONAL PORTFOLIOS
Insert the following clause after the second WHEREAS clause in the Agreement:
WHEREAS, the Company offers the separate series listed on Schedule A
attached hereto ("Initial Portfolios") and the Company may, from time to
time, offer shares representing interests in one or more additional series
("Additional Portfolios"); and
3. SCHEDULE A
To add a Schedule A as attached hereto and amend the WHEREAS clause beginning
"WHEREAS, the Company's Board of Directors ... "as follows:
WHEREAS, the Company's Board of Directors (the "Board") and the Adviser
desire to retain the Subadviser as subadviser for the separate series
listed on Schedule A attached hereto (each a "Portfolio", collectively
referred to hereinafter as the "Portfolios"), to furnish certain investment
advisory services to the Adviser and the Company and the Subadviser is
willing to furnish such services;
4. DURATION OF AGREEMENT
Paragraph 8 of the Agreement is hereby replaced with the following:
DURATION OF AGREEMENT. This Agreement shall become effective with respect
to each Initial Portfolio on the later of the date of its execution or the
date of the commencement of operations of the Initial Portfolio and with
respect to any Additional Portfolio, on the later of the date Schedule A is
amended to reflect such Additional Portfolio in accordance with Paragraph
14 of the Agreement or the date of the commencement of operations of the
Additional Portfolio. Unless terminated in accordance with Paragraph 12
below, the Agreement shall remain in full force and effect for two years
from its effective date with respect to each Initial Portfolio and, with
respect to each Additional Portfolio, for two years from the date on which
such Portfolio becomes a Portfolio hereunder. Subsequent to such initial
periods of effectiveness, this Agreement shall continue in full force and
effect for periods of one year thereafter with respect to each Portfolio so
long as such continuance with respect to such Portfolio is specifically
approved at least annually by the Board, provided that in such event such
continuance shall also be approved by the vote of a majority of the
Directors who are not "interested persons" (as defined in the 1940 Act)
("Independent Directors") of any party to this Agreement cast in person at
a meeting called for the purpose of voting on such approval.
5. TERMINATION OF AGREEMENT
Replace the first sentence of Paragraph 12 of the Agreement as follows:
TERMINATION OF AGREEMENT. Notwithstanding the foregoing, this Agreement may
be terminated with respect to a Portfolio at any time, without the payment of
any penalty, by vote of the Board or by a vote of a majority of the outstanding
voting securities of such Portfolio on 60 days prior written notice to the
Subadviser.
6. AMENDMENT OF AGREEMENT
Replace Paragraph 13, Amendment of Agreement, with the following:
AMENDMENT OF AGREEMENT. No provision of this Agreement may be changed,
waived, discharged, or terminated orally, but only by an instrument in
writing signed by the party against which enforcement of the change,
waiver, discharge, or termination is sought, and no material amendment of
this Agreement shall be effective with respect to a Portfolio until
approved by vote of a majority of the Independent Directors cast in person
at a meeting called for the purpose of such approval, and if required under
the 1940 Act a majority of the outstanding voting securities of that
Portfolio.
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7. APPROVAL, AMENDMENT OR TERMINATION
Add a new paragraph 14 as follows and renumber the existing Paragraph 14 as
Paragraph 15:
14. APPROVAL, AMENDMENT OR TERMINATION. Any approval, amendment or
termination of this Agreement with respect to a Portfolio will not require
the approval of any other Portfolio or the approval of a majority of the
outstanding voting securities of the Company, unless such approval is
required by applicable law.
8. CHANGE IN APPENDIX A
Appendix A to the Agreement is hereby amended to add the compensation for the
Additional Portfolios, as specified in Appendix A to this Amendment.
9. SUBADVISORY AGREEMENT
In all other respects, the Agreement is confirmed and remains in full force and
effect.
10. EFFECTIVE DATE
This Amendment shall become effective as of the date first written above.
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: /s/ Xxxxx Xxxxxxxxx
----------------------------------
Xxxxx Xxxxxxxxx, Vice President
SALOMON BROTHERS ASSET
MANAGEMENT, INC,
By: /s/ Xxxxx Xxxxxxx,
---------------------------------
Xxxxx Xxxxxxx,
A. XXXXX XXXXXXX, XX.
Managing Director
Head of US Retail and
High Net Worth
Asset Management
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SCHEDULE A
INITIAL PORTFOLIOS
ING Salomon Brothers Capital Portfolio
ING Salomon Brothers Investors Value Portfolio
ADDITIONAL PORTFOLIOS
ING Salomon Brothers Aggressive Growth Portfolio
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APPENDIX A
FEE SCHEDULE
For purposes of applying this schedule, all assets managed in a similar style
across all ING affiliates will be taken into account.
ING Salomon Brothers Capital Portfolio
0.50% on the 1st $100 million in assets
0.45% on the next $100 million in assets
0.40% on the next $200 million in assets
0.35% for all assets in excess of $400 million
ING Salomon Brothers Investors Value Portfolio
0.43% on the 1st $100 million in assets
0.40% on the next $100 million in assets
0.35% on the next $300 million in assets
0.32% on the next $250 million in assets
0.30% on the next $250 million in assets
0.25% for all assets in excess of $1 billion
ING Salomon Brothers Aggressive Growth Portfolio
0.35% on the 1st $500 million in assets
0.30% from $500 million to $2 billion in assets
0.25% for all assets in excess of $2 billion in assets
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