Exhibit 99.B(d)(12)(iii)
AMENDMENT NO. 3
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
BAMCO, INC.
AMENDMENT No. 3 made as of this 7th day of December, 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:
1. The final WHEREAS clause is hereby deleted in its entirety and replaced
with the following:
WHEREAS, pursuant to authority granted to the Adviser in the Investment
Advisory Agreement, the Adviser wishes to retain the Subadviser to furnish
investment advisory services to one or more of the series of the Company, and
the Subadviser is willing to furnish such services to the Company and the
Adviser.
2. Section 1 of the Agreement is hereby deleted in its entirety and replaced
with the following:
1. APPOINTMENT. The Adviser hereby appoints the Subadviser to act as the
investment adviser and manager with respect to each Portfolio of the Company set
forth on APPENDIX A hereto (collectively, the "Portfolios") for the periods and
on the terms set forth in this Agreement. The Subadviser accepts such
appointment and agrees to furnish the services herein set forth for the
compensation herein provided.
In the event the Company designates one or more series (other than the
Portfolios) with respect to which the Adviser wishes to retain the Subadviser to
render investment advisory services hereunder, it shall notify the Subadviser in
writing. If the Subadviser is willing to render such services, it shall notify
the Adviser in writing, whereupon such series shall become a Portfolio
hereunder, and be subject to this Agreement.
3. APPENDIX A of the Agreement is hereby deleted and replaced with the AMENDED
APPENDIX A attached hereto.
4. In all other respects, the Agreement is confirmed and remains in full force
and effect.
5. This Amendment shall become effective as of the date first written above.
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6. This Amendment may be executed in counterparts.
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/ Xxxxxx X. Xxxxxxxxxxx
---------------------------------
Name: Xxxxxx X. Xxxxxxxxxxx
Title: Vice President
BAMCO, INC.
By: /s/ Xxxxx X. Xxxxxxxxx
---------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: VP & General Counsel
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AMENDED APPENDIX A
TO
INVESTMENT SUB-ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
BAMCO, INC.
PORTFOLIOS ANNUAL SUBADVISER FEE
---------- ---------------------
(AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
ING Baron Asset Portfolio 0.60%
ING Baron Small Cap Growth Portfolio 0.60%
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