**Exhibit 10.29**

 

Execution Copy

 

**AMENDMENT NUMBER 4**

**TO INVESTMENT ADVISORY AGREEMENT**

 

This is Amendment Number 4 (this “Amendment”) to the Investment Advisory Agreement between ING Investment Management LLC (“ING-IM”) and ING USA Annuity and Life Insurance Company (“Client”).  This Amendment is effective as of January 1, 2009. 

 

WHEREAS, ING-IM and Client are parties to that certain Investment Advisory Agreement, dated January 20, 1998, as amended (the “Advisory Agreement”), pursuant to which ING-IM provides Client with certain investment advisory services; and 

 

WHEREAS, ING-IM and Client desire to further amend the Advisory Agreement with respect to the advisory fees payable to ING-IM.

 

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 ING-IM hereby agree as follows:

 

|   | 1. | Fees.  Section 6 of the Agreement is hereby amended to read as follows: |
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Section 6.FEES – (a) The Client will pay to ING-IM as full compensation for services rendered a quarterly fee based on the fees set forth in **Exhibit "C"**, 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 18(b).  If ING-IM 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 served as an advisor hereunder.  No cash or securities due toor held for the Account shall be paid or delivered to ING-IM except in payment of the fee payable to ING-IM under this Agreement. 

 

(b)   Each calendar quarter, ING-IM 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, ING-IM 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 “C” to the Advisory Agreement, is hereby replaced in its entirety by the attached Exhibit “C”.

 

|   | 3. | Assignments.  Section 16 of the Agreement is amended to read as follows: |
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Section 16.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 ING-IM 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 ING-IM of all or a portion of its rights and obligations under the Agreement to an affiliate will require the prior approval of the State of Iowa Insurance Division.  Client’s consent may be withheld for any reason, but if such consent is given, ING-IM's assignee shall be required to assume and agree to perform all the obligations of ING-IM hereunder and ING-IM shall remain fullyliable for the performance of its obligations under this Agreement arising prior to any such assignment.

 

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