Exhibit 99.B-d(15)(ii)
AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
AMENDMENT made as of this 8th day of November, 2004 to the Investment
Subadvisory Agreement dated as of March 11, 2002, as amended (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 Xxxxxx Xxxxxxx Investment Management Inc., a Delaware
corporation d/b/a Xxx Xxxxxx (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 the
following:
WHEREAS, pursuant to authority granted to the Adviser in the 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 to the series of the Company set forth on
APPENDIX A hereto (collectively, the "Portfolio") for the period 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
Portfolio) 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. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
5. In all other respects, the Agreement is confirmed and remains in full force
and effect.
6. This Amendment shall become effective as of the date first written above.
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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/ Xxxxxx X. Xxxxxxxxxxx
--------------------------
Xxxxxx X. Xxxxxxxxxxx
Vice President
XXXXXX XXXXXXX INVESTMENT
MANAGEMENT INC.
By: /s/ Xxxxxx X. Xxxxxxx
-----------------------
Name: Xxxxxx X. Xxxxxxx
Title: Managing Director
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AMENDED APPENDIX A
TO
INVESTMENT SUBADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
XXXXXX XXXXXXX INVESTMENT MANAGEMENT INC.
PORTFOLIOS ANNUAL SUBADVISER FEE
---------- ---------------------
(AS A PERCENTAGE OF AVERAGE DAILY NET
ASSETS)
ING Xxx Xxxxxx Equity and Income Portfolio 0.300% on the first $250 million of assets
0.250% on the next $300 million of assets
0.200% on assets over $550 million
ING Xxx Xxxxxx Xxxxxxxx Portfolio 0.425% on the first $100 million of assets
0.400% on the next $150 million of assets
0.375% on the next $250 million of assets
0.350% on assets over $500 million
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