Exhibit (d.5)
AMENDMENT
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
UBS GLOBAL ASSET MANAGEMENT (US) INC.
AMENDMENT made as of this 1st day of May, 2004, to the Investment
Sub-Advisory Agreement dated as of December 7, 2001 and amended July 24, 2003
(the "Agreement"), between ING Life Insurance and Annuity Company (formerly
Aetna Life Insurance and Annuity Company), an insurance corporation organized
and existing under the laws of the State of Connecticut (the "Adviser"), and
▇▇▇▇▇▇▇ Advisors, Inc., (subsequently renamed UBS Global Asset Management (US)
Inc.), a corporation organized and existing under the laws of Delaware (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
▇▇▇▇▇▇▇ Advisors, Inc. replaced by UBS Global Asset Management (US)
Inc.
Portfolio Partners, Inc. replaced by ING Partners, Inc.
PPI ▇▇▇▇▇▇▇ Tactical Asset Allocation Portfolio or ING UBS Tactical
Asset Allocation Portfolio are replaced by ING UBS US Allocation
Portfolio.
2. CHANGE IN APPENDIX A
Replace Appendix A to the Agreement with the following:
APPENDIX A
FEE SCHEDULE
For the purposes of applying this schedule, the average daily net assets of the
ING UBS U.S. Balanced Portfolio which is sub-advised by UBS Global Asset
Management (Americas) Inc. will be combined with the average daily net assets of
the ING UBS US Allocation Portfolio.
.50% on the first $50 million in assets
.40% on the next $50 million in assets
.35% on all assets in excess of $100 million
This Amendment shall become effective as of the date first written
above.
Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
Except as expressly amended and modified hereby, all provisions of the
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have caused this instrument to be executed by their duly authorized
signatories the date and year first above written.
ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
UBS GLOBAL ASSET MANAGEMENT (US) INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
Title: Executive Director
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chief Financial Officer