Exhibit 99.B(d)(12)(ii)
AMENDMENT NO. 2
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
BAMCO, INC.
AMENDMENT No. 2 made as of this 12th day of May, 2005, to the Investment
Sub-Advisory Agreement dated as of March 11, 2002 (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 BAMCO,
Inc., a corporation organized and existing under the laws of New York (the
"Subadviser"). In consideration of the mutual covenants contained herein, the
parties agree to amend the Agreement as follows:
Delete in its entirety the last sentence of Paragraph 2(E), which reads:
"In addition, subject to seeking the best execution available, the
subadviser may also consider sales of shares of the portfolio as a factor
in the selection of brokers and dealers."
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.
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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.
Attest: ING LIFE INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxx X. Xxxxxxxxxxx
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Title: Vice President
Attest: BAMCO, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
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Xxxxxxx Xxxxxxxx Xxxxx X. Xxxxxxxxx
Paralegal & Notary Public Title: V.P. & General Counsel
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