Second Amendment to Sub-Advisory Agreement of May 28, 2003 between ING Investments, LLC and Julius Baer Investment Management LLC

(d)(6)(iii)

Second Amendment to Sub-Advisory Agreement of May 28, 2003 between
ING Investments, LLC and Xxxxxx Xxxx Investment Management LLC

     This Second Amendment is effective as of May 31, 2007 and amends the Sub-Advisory Agreement (the “Agreement”) dated May 28, 2003 between ING Investments, LLC, an Arizona limited liability company (the “Manager”) and Xxxxxx Xxxx Investment Management LLC, a Delaware limited liability corporation (the “Sub-Adviser”).

WITNESSETH

     Whereas, the parties desire to amend the Agreement and agree that the Amendment will be effective as of May 31, 2007.

NOW, THEREFORE, the parties agree as follows:

     1. The following language is added to Paragraph 16 entitled “Exclusivity”:

     Sub-Adviser may provide international equity advisory services to the BB&T International Equity Fund provided such fund is not directly marketed or sold through external broker-dealers and provided that such fund is only used for clients of BB&T. In the event the BB&T Fund is directly marketed or sold resulting in JBIM’s potential material breach, Manager will provide Sub-Adviser written notice of potential breach and provide Sub-Adviser 30 days in which to cure such potential breach. In the event the potential breach is not cured, Sub-Adviser will be provided 120 days in which to terminate the Sub-Advisory contract with BB&T.

		ING Investments, LLC
		By:		/s/ Xxxx Xxxxx
				Xxxx Xxxxx Senior Vice President
		Xxxxxx Xxxx Investment Management LLC
		By:		/s/ Xxxx Xxxxxxxx
				Xxxx Xxxxxxxx
				Managing Director
		By:		/s/ Xxxxxxxxx X. Xxxxx
				Xxxxxxxxx X. Xxxxx
				Senior Vice President