Exhibit 99.(d)(1)(iii)
AMENDMENT
TO
INVESTMENT ADVISORY AGREEMENT
BETWEEN
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
ING PARTNERS, INC.
AMENDMENT made as of this 1st day of November, 2004, to the Investment
Advisory Agreement dated as of May 1, 2003, 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 ING Partners, Inc., a corporation organized and existing under
the laws of Maryland (the "Company"). In consideration of the mutual covenants
contained herein, the parties agree to amend the Agreement as follows:
1. Article IX, EXPENSES, is hereby amended as follows:
SECTION IX.B.6 is hereby amended by inserting the words "Board approved"
before "fees and expenses of any membership..."
2. AMENDED SCHEDULE A to the Agreement is hereby deleted in its entirety and
replaced with AMENDED SCHEDULE A attached hereto.
3. AMENDED SCHEDULE B to the Agreement is hereby deleted in its entirety and
replaced with AMENDED SCHEDULE B 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.
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:
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▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Title: Vice President
ING PARTNERS, INC.
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: President
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AMENDED SCHEDULE A
SERIES OF ING PARTNERS, INC.
ING Aeltus Enhanced Index Portfolio
ING ▇▇▇▇▇ Aggressive Growth Portfolio
ING ▇▇▇▇▇ Capital Appreciation Portfolio
ING ▇▇▇▇▇ Growth Portfolio
ING American Century Small Cap Value Portfolio
ING Baron Small Cap Growth Portfolio
ING Fidelity(R) VIP Contrafund(R) Portfolio
ING Fidelity(R) VIP Equity Income Portfolio
ING Fidelity(R) VIP Growth Portfolio
ING Fidelity(R) VIP Mid Cap Portfolio
ING ▇▇▇▇▇▇▇ ▇▇▇▇▇(R) Capital Growth Portfolio
ING ▇▇▇▇▇▇▇ Sachs(R) Core Equity Portfolio
ING JPMorgan ▇▇▇▇▇▇▇ International Portfolio
ING JPMorgan Mid Cap Value Portfolio
ING MFS Capital Opportunities Portfolio
ING MFS Global Growth Portfolio
ING OpCap Balanced Value Portfolio
ING ▇▇▇▇▇▇▇▇▇▇▇ Strategic Income Portfolio
ING PIMCO Total Return Portfolio
ING Salomon Brothers Aggressive Growth Portfolio
ING Salomon Brothers Fundamental Value Portfolio
ING Salomon Brothers Investors Value Portfolio
ING ▇. ▇▇▇▇ Price Growth Equity Portfolio
ING UBS U.S. Allocation Portfolio
ING UBS U.S. Large Cap Equity Portfolio
ING ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio
Dated: November 1, 2004
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AMENDED SCHEDULE B
ADVISORY FEES
SERIES ADVISORY FEES
------ (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
ING Aeltus Enhanced Index Portfolio 0.60%
ING ▇▇▇▇▇ Aggressive Growth Portfolio 0.85%
ING ▇▇▇▇▇ Capital Appreciation Portfolio 0.70%
ING ▇▇▇▇▇ Growth Portfolio 0.80%
ING American Century Small Cap Value Portfolio 1.00%
ING Baron Small Cap Growth Portfolio 0.85%
ING Fidelity(R) VIP Contrafund(R) Portfolio 0.00% while Series invested in Master
0.58% for Standalone Series
ING Fidelity(R) VIP Equity Income Portfolio 0.00% while Series invested in Master
0.48% for Standalone Series
ING Fidelity(R) VIP Growth Portfolio 0.00% while Series invested in Master
0.58% for Standalone Series
ING Fidelity(R) VIP Mid Cap Portfolio 0.00% while Series invested in Master
0.58% for Standalone Series
ING ▇▇▇▇▇▇▇ ▇▇▇▇▇(R) Capital Growth Portfolio 0.85%
ING ▇▇▇▇▇▇▇ Sachs(R) Core Equity Portfolio 0.70%
ING JPMorgan ▇▇▇▇▇▇▇ International Portfolio 0.80%
ING JPMorgan Mid Cap Value Portfolio 0.75%
ING MFS Capital Opportunities Portfolio 0.65%
ING MFS Global Growth Portfolio 0.60%
ING OpCap Balanced Value Portfolio 0.80%
ING ▇▇▇▇▇▇▇▇▇▇▇ Strategic Income Portfolio 0.50%
ING PIMCO Total Return Portfolio 0.50%
ING Salomon Brothers Aggressive Growth Portfolio 0.70% of the first $500 million of
average daily net assets;
0.65% on assets over $500 million
ING Salomon Brothers Fundamental Value Portfolio 0.90%
ING Salomon Brothers Investors Value Portfolio 0.80%
ING ▇. ▇▇▇▇ Price Growth Equity Portfolio 0.60%
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SERIES ADVISORY FEES
------ (AS A PERCENTAGE OF AVERAGE DAILY NET ASSETS)
ING UBS U.S. Allocation Portfolio 0.85%
ING UBS U.S. Large Cap Equity Portfolio 0.70% on the first $500 million of
average daily net assets;
0.65% on assets over $500 million
ING ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio 0.60%
Dated: November 1, 2004
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