Exhibit 77(e)(1)
THIRD AMENDMENT TO SUB-ADVISORY AGREEMENT
ING VARIABLE FUNDS
This Third Amendment, effective as of October 1, 2007, amends the
Sub-Advisory Agreement (the "Agreement") dated the 1st day of March 2002, as
amended, between ING Investments, LLC, an Arizona limited liability company (the
"Manager") and ING Investment Management Co. (formerly Aeltus Investment
Management, Inc.), a Connecticut corporation (the "Sub-Adviser").
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 October 1, 2007.
NOW, THEREFORE, the parties agree as follows:
1. The following information will be inserted as Section 2 (d):
With respect to any investments, including, but not limited, to repurchase
and reverse repurchase agreements, derivatives contracts, futures contracts,
International Swaps and Derivatives Association, Inc. Master Agreements, and
options on futures contracts ("futures"), which are permitted to be made by the
Sub-Adviser in accordance with this Agreement and the investment objectives and
strategies of the Series, as outlined in the Registration Statement for the
Trust, the Manager hereby authorizes and directs the Sub-Adviser to do and
perform every act and thing whatsoever necessary or incidental in performing its
duties and obligations under this Agreement including, but not limited to,
executing as agent on behalf of each Series, brokerage agreements and other
documents to establish, operate and conduct all brokerage or other trading
accounts, and executing as agent on behalf of each Series, such agreements and
other documentation as may be required for the purchase or sale, assignment,
transfer and ownership of any permitted investment, including limited
partnership agreements, repurchase and derivative master agreements, including
any schedules and annexes to such agreements, releases, consents, elections and
confirmations. The Manager acknowledges and understands that it will be bound by
any such trading accounts established, and agreements and other documentation
executed, by the Sub-Adviser for such investment purposes.
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 INVESTMENTS, LLC
By: /s/ ▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇ ▇▇▇▇▇
Senior Vice President
ING INVESTMENT MANAGEMENT CO.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Title: Senior Vice President
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