**Exhibit 10.35**

 

Execution Copy

 

**AMENDMENT NUMBER 3**

**TO INVESTMENT ADVISORY AGREEMENT**

 

This is Amendment Number 3 (this “Amendment”) to the Investment Advisory Agreement between ING Investment Management LLC (“IIM”) and ING Life Insurance and Annuity Company (“Client”).  This Amendment is effective as of January 1, 2009. 

 

WHEREAS, IIM and Client are parties to that certain Investment Advisory Agreement, dated March 31, 2001, as amended (the “Agreement”), pursuant to which IIM provides Client with certain investment advisory and administrative services; and 

 

WHEREAS, IIM and Client desire to further amend the Agreement with respect to the advisory fees payable to IIM and to incorporate in the Agreement certain provisions required by the State of Connecticut Insurance Department.

 

NOW, THEREFORE, in consideration of the foregoing mutual agreements and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Client and IIM hereby agree as follows:

 

|   | 1. | Fees.  Section 5 of the Agreement is hereby amended to read as follows: |
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Section 5.FEES – (a) Client will pay to IIM as full compensation for services rendered a quarterly fee based on the annual fees set forth in **Exhibit "**B**"**, which is attached hereto and incorporated herein by reference.  The books, accounts and records of each party shall be maintained so as to clearly and accurately disclose the precise details of the transactions to support the reasonableness of the asset based fees charged.  This fee schedule may be amended by written agreement of the parties in accordance with Section 19(b).  If IIM shall serve for less than the whole of any quarterly period, its compensation shall be payable on a pro rata basis for the period of the calendar quarter for which it has servedas an advisor hereunder.  No cash or securities due to or held for the Account shall be paid or delivered to IIM except in payment of the fee payable to IIM under this Agreement. 

 

(b)   Each calendar quarter, IIM will (i) calculate the fee amount for that calendar quarter, based on the value of the Account as of the last day of the prior calendar quarter, and (ii) post the fee amount as an inter-unit payable on Client’s general ledger.  The inter-unit payable will be settled within 60 days of its posting on the general ledger.  In the event the annual aggregate quarterly management fees for any calendar year are less than the annual minimum, IIM will post an inter-unit payable on Client’s general ledger during the first quarter of the following year, to be settled  within 60 days of its posting on the general ledger.

 

2.   Advisory Fee Schedule.   The Advisory Fee Schedule attached as Exhibit “B” to the Agreement is hereby replaced in its entirety by the attached Exhibit “B”.                         

 

|   | 3. | Assignment.  Section 18 of the Agreement is hereby amended to read as follows: |
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Section 18.ASSIGNMENT  This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their permitted successors and assigns hereunder; provided, however, that IIM may not assign its rights and obligations under this Agreement unless and until it shall have first received the prior written consent of Client.  Assignment by IIM of all or a portion of its rights and obligations under the Agreement to an 

 

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