Exhibit (d.11)
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
AETNA LIFE INSURANCE AND ANNUITY COMPANY
AND
SALOMON BROTHERS ASSET MANAGEMENT INC
INVESTMENT SUBADVISORY AGREEMENT, made as of the 19th day of
November, 2001, between Aetna Life Insurance and Annuity Company (the
"Adviser"), an insurance corporation organized and existing under the laws of
the State of Connecticut, and Salomon Brothers Asset Management Inc
("Subadviser"), a corporation organized and existing under the laws of the
State of Delaware.
WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as
of the 14th day of December, 2000 ("Advisory Agreement") with Portfolio
Partners, Inc. ("Company"), which is engaged in business as an open-end
management investment company registered under the Investment Company Act of
1940 ("1940 Act"); and
WHEREAS, the Company is and will continue to be a series fund having two or
more investment Portfolios, each with its own assets, investment objectives,
policies and restrictions; and
WHEREAS, the Company shareholders are and will be (1) separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts (the "Policies") under which income, gains, and
losses, whether or not realized, from assets allocated to such accounts are, in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance companies,
(2) qualified pension and retirement plans outside the separate account
context, and (3) the investment adviser of certain affiliated open-end
management investment companies registered under the 1940 Act or any of the
Adviser's affiliates; and
WHEREAS, the Subadviser is engaged principally in the business of rendering
investment advisory services and is registered as an investment adviser under
the Investment Advisers Act of 1940 ("Advisers Act"); and
WHEREAS, the Company's Board of Directors (the "Board") and the Adviser desire
to retain the Subadviser as subadviser for the PPI Salomon Brothers Mid-Cap
Portfolio and the PPI Salomon Brothers Investors Portfolio (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;
NOW, THEREFORE, in consideration of the premises and mutual promises herein set
forth, the parties hereto agree as follows:
1. APPOINTMENT. Adviser hereby appoints the Subadviser as its investment
Subadviser with respect to each Portfolio for the period and on the terms set
forth in this Agreement. The Subadviser accepts such appointment and agrees to
render the services herein set forth, for the compensation herein provided.
2. DUTIES OF THE SUBADVISER
A. INVESTMENT SUBADVISORY SERVICES. Subject to the supervision of the
Board and the Adviser, the Subadviser shall act as the investment
Subadviser and shall supervise and direct the investments of the
Portfolios in accordance with its investment objective, policies, and
restrictions as provided in the Company's Prospectus and Statement of
Additional Information, as currently in effect and as amended or
supplemented from time to time (hereinafter referred to as the
"Prospectus"), and such other limitations as the Company may impose by
notice in writing to the Subadviser. The Subadviser shall obtain and
evaluate such information relating to the economy, industries,
businesses, securities markets, and individual securities as it may deem
necessary or useful in the discharge of its obligations hereunder and
shall formulate and implement a continuing program for the management of
the assets and resources of each Portfolio in a manner consistent with
each Portfolio's investment objective, policies, and restrictions, and
in compliance with the requirements applicable to registered investment
companies under applicable laws and those requirements applicable to
both regulated investment companies and segregated asset accounts under
Subchapters M and L of the Internal Revenue Code of 1986, as amended
("Code"). To implement its duties, the Subadviser is hereby authorized
to:
(i) buy, sell, exchange, convert, lend, and otherwise trade in
any stocks, bonds, and other securities or assets on behalf
of each Portfolio; and
(ii) place orders and negotiate the commissions (if any) for the
execution of transactions in securities or other assets with
or through such brokers, dealers, underwriters or issuers as
the Subadviser may select.
B. SUBADVISER UNDERTAKINGS. In all matters relating to the performance
of this Agreement, the Subadviser shall act in conformity with the
Company's Articles of Incorporation, By-Laws, and current Prospectus and
with the written instructions and directions of the Board and the
Adviser. The Subadviser hereby agrees to:
(i) regularly (but no less frequently than quarterly) report to
the Board and the Adviser (in such form as the Adviser and
Subadviser mutually agree) with respect to the implementation
of the investment program and, in addition, provide such
statistical information and special reports concerning the
Portfolios and/or important developments materially affecting
the investments held, or contemplated to be purchased, by the
Portfolios, as may reasonably be requested by the Board or
the Adviser and agreed to by the Subadviser, including
attendance at Board meetings, as reasonably requested, to
present such information and reports to the Board;
(ii) consult with the Company's pricing agent regarding the
valuation of securities that are not registered for public
sale, not traded on any securities markets, or otherwise may
be deemed illiquid for purposes of the 1940 Act and for which
market quotations are not readily available;
(iii) provide any and all information, records and supporting
documentation about accounts the Subadviser manages that have
investment objectives, policies, and strategies substantially
similar to those employed by the Subadviser in managing the
Portfolios which may be reasonably necessary, under
applicable laws, to allow the Company or its agent to present
historical performance information concerning the
Subadviser's similarly managed accounts, for inclusion in the
Company's Prospectus and any other reports and materials
prepared by the Company or its agent, in accordance with
regulatory requirements;
(iv) establish appropriate personal contacts with the Adviser and
the Company's Administrator in order to provide the Adviser
and Administrator with information as reasonably requested by
the Adviser or Administrator; and
(v) execute account documentation, agreements, contracts and
other documents as the Adviser shall be requested by brokers,
dealers, counterparties and other persons to execute in
connection with its management of the assets of the
Portfolios, provided that the Subadviser receives the express
agreement and consent of the Adviser and/or the Board to
execute such documentation, agreements, contracts and other
documents. In such respect, and only for this limited
purpose, the Subadviser shall act as the Adviser and/or the
Portfolios' agent and attorney-in-fact.
C. The Subadviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to
faithfully perform its duties under this Agreement; and (ii)
administrative facilities, including bookkeeping, clerical personnel and
equipment required for it to faithfully and fully perform its duties and
obligations under this Agreement.
D. The Subadviser will select brokers and dealers to effect all
Portfolio transactions subject to the conditions set forth herein. The
Subadviser will place all necessary orders with brokers, dealers, or
issuers, and will negotiate brokerage commissions if applicable. The
Subadviser is directed at all times to seek to execute brokerage
transactions for the Portfolios in accordance with such policies or
practices as may be established by the Board and the Adviser and
described in the current Prospectus as amended from time to time. In
placing orders for the purchase or sale of investments for the
Portfolios, in the name of each Portfolio or their nominees, the
Subadviser shall use its best efforts to obtain for each Portfolio the
most favorable price and best execution available, considering all of
the circumstances, and shall maintain records adequate to demonstrate
compliance with this requirement.
Subject to the appropriate policies and procedures approved by the
Adviser and the Board, the Subadviser may, to the extent authorized by
Section 28(e) of the Securities Exchange Act of 1934, cause the
Portfolios to pay a broker or dealer that provides brokerage or research
services to the Subadviser, an amount of commission for effecting a
portfolio transaction in excess of the amount of commission another
broker or dealer would have charged for effecting that transaction if
the Subadviser determines, in good faith, that such amount of commission
is reasonable in relationship to the value of such brokerage or research
services provided viewed in terms of that particular transaction or the
Subadviser's overall responsibilities to the Portfolios or its other
advisory clients. To the extent authorized by said Section 28(e) and the
Adviser and the Board, the Subadviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or
otherwise solely by reason of such action. In addition, subject to
seeking the best execution available, the Subadviser may also consider
sales of shares of the Portfolios as a factor in the selection of
brokers and dealers.
E. On occasions when the Subadviser deems the purchase or sale of a
security to be in the best interest of a Portfolio as well as other
clients of the Subadviser, the Subadviser to the extent permitted by
applicable laws and regulations, and subject to the Adviser approval of
the Subadviser procedures, may, but shall be under no obligation to,
aggregate the orders for securities to be purchased or sold to attempt
to obtain a more favorable price or lower brokerage commissions and
efficient execution. In such event, allocation of the securities so
purchased or sold, as well as the expenses incurred in the transaction,
will be made by the Subadviser in the manner the Subadviser considers to
be the most equitable and consistent with its fiduciary obligations to
each Portfolio and to its other clients.
F. With respect to the provision of services by the Subadviser
hereunder, the Subadviser will maintain all accounts, books and records
with respect to the Portfolios as are required of an investment adviser
of a registered investment company pursuant to the 1940 Act and the
Advisers Act and the rules under both statutes.
G. The Subadviser and the Adviser acknowledge that the Subadviser is not
the compliance agent for the Portfolios, and does not have access to all
of the Company's books and records necessary to perform certain
compliance testing. However, to the extent that the Subadviser has
agreed to perform the services specified in this Agreement, the
Subadviser shall perform compliance testing with respect to the
Portfolios based upon information in its possession and upon information
and written instructions received from the Adviser or the Administrator
and shall not be held in breach of this Agreement so long as it performs
in accordance with such information and instructions. The Adviser or
Administrator shall promptly provide the Subadviser with copies of the
Company's Articles of Incorporation, By-Laws, current Prospectus and any
written policies or procedures adopted by the Board applicable to the
Portfolios and any amendments or revisions thereto.
H. Unless the Adviser gives the Subadviser written instructions to the
contrary, the Subadviser shall use its good faith judgment in a manner
which it reasonably believes best serves the interests of each
Portfolio's shareholders to vote or abstain from voting all proxies
solicited by or with respect to the issuers of securities in which
assets of the Portfolios may be invested. The Adviser shall furnish the
Subadviser with any further documents, materials or information that the
Subadviser may reasonably request to enable it to perform its duties
pursuant to this Agreement.
I. For as long as this Agreement is in effect, Subadviser hereby
authorizes Adviser to use Subadviser's name and any applicable
trademarks in the Company's Prospectus, as well as in any advertisement
or sales literature used by the Adviser or its agents to promote the
Company and/or to provide information to shareholders of the Portfolios.
Upon termination of this Agreement, the Company shall as soon as it is
reasonably possible cease the use of the Subadviser's name and any
applicable trademarks
During the term of this Agreement, the Adviser shall furnish to the
Subadviser at its principal office all prospectuses, proxy statements,
reports to shareholders, sales literature, or other material prepared
for distribution to shareholders of the Company or the public, which
refer to the Subadviser in any way, prior to the use thereof, and the
Adviser shall not use any such materials if the Subadviser reasonably
objects within three business days (or such other time as may be
mutually agreed) after receipt thereof. The Adviser shall ensure that
materials prepared by employees or agents of the Adviser or its
affiliates that refer to the Subadviser in any way are consistent with
the prospectus and those materials previously approved by the
Subadviser.
3. COMPENSATION OF SUBADVISER. The Adviser will pay the Subadviser, with
respect to each Portfolio, the compensation specified in Appendix A to this
Agreement. Payments shall be made to the Subadviser on the second day of each
month; however, this advisory fee will be calculated based on the daily average
value of the aggregate assets of all Portfolios subject to the Subadviser's
management and accrued on a daily basis. Compensation for any partial period
shall be pro-rated based on the length of the period.
4. LIABILITY OF SUBADVISER. Neither the Subadviser nor any of its directors,
officers, employees or agents shall be liable to the Adviser or the Company for
any loss or expense suffered by the Adviser or the Company resulting from its
acts or omissions as Subadviser to the Portfolios, except for losses or
expenses to the Adviser or the Company resulting from willful misconduct, bad
faith, or gross negligence in the performance of, or from reckless disregard
of, the Subadviser's duties under this Agreement. Neither the Subadviser nor
any of its agents shall be liable to the Adviser or the Company for any loss or
expense suffered as a consequence of any action or inaction of other service
providers to the Company in failing to observe the instructions of the Adviser,
provided such action or inaction of such other service providers to the Company
is not a result of the willful misconduct, bad faith or gross negligence in the
performance of, or from reckless disregard of, the duties of the Subadviser
under this Agreement.
5. NON-EXCLUSIVITY. The services of the Subadviser to the Portfolios and the
Company are not to be deemed to be exclusive, and the Subadviser shall be free
to render investment advisory or other services to others (including other
investment companies) and to engage in other activities. It is understood and
agreed that the directors, officers, and employees of the Subadviser are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors,
trustees, or employees of any other firm or corporation, including other
investment companies.
6. ADVISER OVERSIGHT AND COOPERATION WITH REGULATORS. The Adviser and
Subadviser shall cooperate with each other in providing records, reports and
other materials to regulatory and administrative bodies having proper
jurisdiction over the Company, the Adviser and the Subadviser, in connection
with the services provided pursuant to this Agreement; provided, however, that
this agreement to cooperate does not apply to the provision of information,
reports and other materials which either the Subadviser or Adviser reasonably
believes the regulatory or administrative body does not have the authority to
request or which is privileged or confidential information of the Subadviser or
Adviser.
7. RECORDS. The records relating to the services provided under this Agreement
required to be established and maintained by an investment adviser under
applicable law or those required by the Adviser or the Board of Directors for
the Subadviser to prepare and provide shall be the property of the Company and
shall be under its control; however, the Company shall permit the Subadviser to
retain such records (either in original or in duplicate form) as it shall
reasonably require. In the event of the termination of this Agreement, such
records shall promptly be returned to the Company by the Subadviser free from
any claim or retention of rights therein; provided however, that the Subadviser
may retain copies thereof. Each party to this Agreement shall keep confidential
any nonpublic information concerning the other party's (or any Subadviser's)
duties hereunder and shall disclose such information only if the non-disclosing
party has authorized such disclosure or if such disclosure is expressly
required or requested by applicable federal or state regulatory authorities.
8. DURATION OF AGREEMENT. This Agreement shall become effective with respect to
the Portfolios on the later of the date of its execution or the date of the
commencement of operations of the Portfolios. This Agreement will continue in
effect for a period of more than two years from the date of its execution only
so long as such continuance 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.
9. REPRESENTATIONS OF SUBADVISER. The Subadviser represents, warrants, and
agrees as follows:
A. The Subadviser: (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this
Agreement remains in effect; (ii) is not prohibited by the 1940 Act or
the Advisers Act from performing the services contemplated by this
Agreement; (iii) has met, and will continue to meet for so long as this
Agreement remains in effect, any other applicable federal or state
requirements, or the applicable requirements of any regulatory or
industry self-regulatory organization, necessary to be met in order to
perform the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by this
Agreement; and (v) will immediately notify the Adviser of the occurrence
of any event that would disqualify the Subadviser from serving as an
investment adviser of an investment company pursuant to Section 9(a) of
the 1940 Act or otherwise.
B. The Subadviser has adopted a written code of ethics complying with
the requirements of Rule 17j-1 under the 1940 Act and, if it has not
already done so, will provide the Adviser and the Company with copy of
such code of ethics, together with evidence of its adoption.
C. The Subadviser has provided the Adviser and the Company with a copy
of its Form ADV as most recently filed with the SEC and hereafter will
furnish a copy of its annual amendment to the Adviser.
10. PROVISION OF CERTAIN INFORMATION BY SUBADVISER. The Subadviser will
promptly notify the Adviser in writing of the occurrence of any of the
following events:
A. The Subadviser fails to be registered as an investment adviser under
the Advisers Act or under the laws of any jurisdiction in which the
Subadviser is required to be registered as an investment adviser in
order to perform its obligations under this Agreement;
B. The Subadviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry, or investigation, at law or in equity, before
or by any court, public board, or body, involving the affairs of the
Company;
C. The portfolio manager of the Portfolios changes or there is otherwise
a "change in control" (as that phrase is interpreted under the 1940 Act
and the Advisers Act) or management of the Subadviser.
11. PROVISION OF CERTAIN INFORMATION BY THE ADVISER. The Adviser will promptly
notify the Subadviser in writing of the occurrence of any of the following
events:
A. The Adviser fails to be registered as an investment adviser under the
Advisers Act or under the laws of any jurisdiction in which the Adviser
is required to be registered as an investment adviser in order to
perform its obligations under this Agreement;
B. The Adviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry, or investigation, at law or in equity, before
or by any court, public board, or body, involving the affairs of the
Company;
C. A controlling stockholder of the Adviser changes or there is
otherwise an actual change in control or management of the Adviser.
12. TERMINATION OF AGREEMENT. Notwithstanding the foregoing, this Agreement may
be terminated at any time with respect to the Portfolios, 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. This Agreement may also be terminated by the Adviser: (i) on
at least 120 days prior written notice to the Subadviser, without the payment
of any penalty; (ii) upon material breach by the Subadviser of any of the
representations and warranties, if such breach shall not have been cured within
a 20-day period after notice of such breach; or (iii) if the Subadviser becomes
unable to discharge its duties and obligations under this Agreement. The
Subadviser may terminate this Agreement at any time, without the payment of any
penalty, on at least 90 days prior notice to the Adviser. This Agreement shall
terminate automatically in the event of its assignment or upon termination of
the Advisory Agreement between the Company and the Adviser.
13. 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 until approved by vote of a majority of the Independent Directors
cast in person at a meeting called for the purpose of such approval.
14. MISCELLANEOUS.
A. GOVERNING LAW. This Agreement shall be construed in accordance with
the laws of the State of Maryland, without giving effect to the
conflicts of laws principles thereof, and with the 1940 Act. To the
extent that the applicable laws of the State of Maryland conflict with
the applicable provisions of the 1940 Act, the latter shall control.
B. CAPTIONS. The Captions contained in this Agreement are included for
convenience of reference only and in no way define or delimit any of the
provisions hereof or otherwise affect their construction or effect.
C. ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding of the parties hereto and shall supersede any prior
agreements between the parties concerning management of each Portfolio
and all such prior agreements shall be deemed terminated upon the
effectiveness of this Agreement.
D. INTERPRETATION. Nothing herein contained shall be deemed to require
the Company to take any action contrary to its Articles of
Incorporation, By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to
relieve or deprive the Board of its responsibility for and control of
the conduct of the affairs of the Company.
E. DEFINITIONS. Any question of interpretation of any term or provision
of this Agreement having a counterpart in or otherwise derived from a
term or provision of the 1940 Act shall be resolved by reference to such
term or provision of the 1940 Act and to interpretations thereof, if
any, by the United States courts or, in the absence of any controlling
decision of any such court, by rules, releases or orders of the SEC
validly issued pursuant to the Act. As used in this Agreement, the terms
"majority of the outstanding voting securities," "affiliated person,"
"interested person," "assignment," "broker," "investment adviser," "net
assets," "sale," "sell," and "security" shall have the same meaning as
such terms have in the 1940 Act, subject to such exemptions as may be
granted by the SEC by any rule, release or order. Where the effect of a
requirement of the federal securities laws reflected in any provision of
this Agreement is made less restrictive by a rule, release, or order of
the SEC, whether of special or general application, such provision shall
be deemed to incorporate the effect of such rule, release, or order.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year
first above written.
Aetna Life Insurance and Annuity Company
Attest: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
--------------------------
Salomon Brothers Asset Management, Inc.
Attest: By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
--------------------------
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.
PPI Salomon Brothers Mid-Cap 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
PPI Salomon Brothers Investors 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
AMENDMENT TO
INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
SALOMON BROTHERS ASSET MANAGEMENT INC
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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 Delaware 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.
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. EFECTIVE 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, Vice President
SALOMON BROTHERS ASSET MANAGEMENT INC
BY: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
----------------------------------------
▇▇▇▇▇ ▇▇▇▇▇▇▇, Vice President
SCHEDULE A
INITIAL PORTFOLIOS
ING Salomon Brothers Capital Portfolio
ING Salomon Brothers Investors Value Portfolio
ADDITIONAL PORTFOLIOS
ING Salomon Brothers Aggressive Growth Portfolio
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