EXPENSE LIMITATION AGREEMENT
ING PARTNERS, INC.
This EXPENSE LIMITATION AGREEMENT (this "Agreement"), effective this 1st day
of February 2005, is made by and between ING Life Insurance and Annuity Company
(the "Manager") and ING Partners, Inc. (the "Registrant"). The Registrant is a
series fund investment company, and is entering into this Agreement on behalf
of, and this Agreement shall apply to, each series of Registrant set forth on
Schedule A hereto (each a "Fund," collectively the "Funds"), as such schedule
may be amended from time to time to add or delete series.
WHEREAS, the Registrant is registered under the Investment Company Act of
1940, as amended (the "1940 Act"), as an open-end management company; and
WHEREAS, the Registrant and the Manager desire that the provisions of this
Agreement do not adversely affect a Fund's status as a "regulated investment
company" under Subchapter M of the Internal Revenue Code of 1986, as amended
(the "Code"), do not interfere with a Fund's ability to compute its taxable
income under Code Section 852, do not adversely affect the status of the
distributions a Fund makes as deductible dividends under Code Section 562, and
do comply with the requirements of Revenue Procedure 99-40 (or any successor
pronouncement of the Internal Revenue Service); and
WHEREAS, the Registrant and the Manager have entered into an investment
advisory agreement (the "Management Agreement"), pursuant to which the Manager
provides investment advisory services to each Fund; and
WHEREAS, the Registrant and the Manager have determined that it is
appropriate and in the best interests of the Funds and their shareholders to
maintain the expenses of each Fund at a level below the level to which each such
Fund might otherwise be subject.
NOW, THEREFORE, the parties hereto agree as follows:
1. Expense Limitation.
1.1 Applicable Expense Limit. To the extent that the ordinary operating
expenses, including but not limited to investment advisory fees payable to the
Manager, but excluding interest, taxes, other investment-related costs, leverage
expenses (as defined below), extraordinary expenses such as litigation, other
expenses not incurred in the ordinary course of such Fund's business, and
expenses of any counsel or other persons or services retained by such Fund's
trustees who are not "interested persons," as that term is defined in the 1940
Act, of the Manager (the "Fund Operating Expenses"), incurred by a Fund listed
on Schedule A during any term of this Agreement (the "Term") exceed the
Operating Expense Limit, as defined in Section 1.2 below, for such Fund for such
Term, such excess amount (the "Excess Amount") shall be the liability of the
Manager. For the purposes of this Agreement, leverage expenses shall mean fees,
costs and expenses incurred by a Fund's use of leverage (including, without
limitation, expenses
incurred by a Fund in creating, establishing and maintaining leverage through
borrowings or the issuance of preferred shares).
1.2 Operating Expense Limit. The Operating Expense Limit in any Term with
respect to each Fund shall be the amount specified in Schedule A.
1.3 Daily Computation. The Manager shall determine on each business day
whether the aggregate Term to date Fund Operating Expenses for any Fund exceed
the Operating Expense Limit, as such Operating Expense Limit has been pro-rated
to the date of such determination (the "Pro-Rated Expense Cap"). If, on any
business day, the aggregate Term to date Fund Operating Expenses for any Fund do
not equal the Pro-Rated Expense Cap for that class, the amount of such
difference shall be netted against the previous day's accrued amount for Excess
Amounts or Recoupment Amounts (as defined below), and the difference shall be
accrued for that day as an Excess Amount or Recoupment Amount as applicable.
1.4 Payment. At the end of each month, the accruals made pursuant to Section
1.3 above shall be netted, and the result shall be remitted by the Manager to
the Fund if such netting results in an Excess Amount, and it shall be remitted
to the Manager if such netting results in a Recoupment Amount and the Manager is
entitled to a Recoupment Amount pursuant to Section 2.1 below. Any such amounts
remitted to a Fund, or repaid by a Fund, shall be allocated to a Fund in
accordance with the 1940 Act. The Registrant may offset amounts owed to a Fund
pursuant to this Agreement against the Fund's advisory fee payable to the
Manager.
2. Right to Recoupment. If the Manager has waived or reduced any investment
advisory fees, or made any payments pursuant to Section 1.4 above, relating to
any of the 36 months immediately preceding any month end calculation pursuant to
Section 1.4 above, the Manager shall be entitled to recoup from a Fund any such
investment advisory fees waived or reduced and any such payments made
("Recoupment Amounts"), if (i) on the date of any calculation under Section 1.3,
the aggregate Term to date Fund Operating Expenses for any Fund are less than
that day's Pro-Rated Expense Cap for that Fund, and (ii) such Recoupment Amounts
have not already been recouped. Any amounts recouped from a Fund shall be
recouped in accordance with the 1940 Act. Amounts recouped shall be allocated to
the oldest Recoupment Amounts during such 36 month period until fully recouped,
and thereafter to the next oldest Recoupment Amounts, and so forth.
3. Term and Termination. This Agreement shall have an initial term with respect
to each Fund ending on the date indicated on Schedule A, as such schedule may be
amended from time to time. Thereafter, this Agreement shall automatically renew
for one-year terms with respect to a Fund unless the Manager provides written
notice of the termination of this Agreement to a lead Independent Trustee of the
Registrant within 90 days of the end of the then current term for that Fund. In
addition, this Agreement shall terminate with respect to a Fund upon termination
of the Management Agreement with respect to such Fund, or it may be terminated
by the Registrant, without payment of any penalty, upon written notice to the
Manager at its principal place of business within 90 days of the end of the then
current term for a Fund.
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4. Miscellaneous.
4.1 Captions. The captions in this Agreement are included for convenience of
reference only and in no other way define or delineate any of the provisions
hereof or otherwise affect their construction or effect.
4.2 Interpretation. Nothing herein shall be deemed to require the Registrant
or a Fund to take any action contrary to the Registrant's articles of
incorporation, declaration of trust, or similar governing document, an
applicable prospectus or statement of additional information, or any applicable
statutory or regulatory requirement, or to relieve or deprive the Registrant's
Board of Trustees of its responsibility for and control of the conduct of the
affairs of the Registrant or the Funds.
4.3 Definitions. Any question of interpretation of any term or provision of
this Agreement, including but not limited to the investment management fee, the
computations of net asset values, and the allocation of expenses, having a
counterpart in or otherwise derived from the terms and provisions of the
Management Agreement or the 1940 Act, shall have the same meaning as and be
resolved by reference to such Management Agreement or the 1940 Act.
4.4 Amendments. This Agreement may be amended only by a written agreement
signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their respective officers thereunto duly authorized, as of the day and year
first above written.
ING PARTNERS, INC. ING LIFE INSURANCE AND ANNUITY COMPANY
By: By:
-------------------------- -------------------------------
Name: Xxxxxx X. Naka Name:
Title: Senior Vice President Title:
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SCHEDULE A
to the
EXPENSE LIMITATION AGREEMENT
ING PARTNERS, INC.
OPERATING EXPENSE LIMITS
Maximum Operating Expense Limit
Name of Fund1, (2) (as a percentage of average net assets)
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ING Solution 2015 Portfolio 0.12%
Initial Term Expires May 1, 2006
ING Solution 2025 Portfolio 0.12%
Initial Term Expires May 1, 2006
ING Solution 2035 Portfolio 0.12%
Initial Term Expires May 1, 2006
ING Solution 2045 Portfolio 0.12%
Initial Term Expires May 1, 2006
ING Solution Income Portfolio 0.12%
Initial Term Expires May 1, 2006
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HE
(1) This Agreement shall automatically renew for one-year terms with respect to
a Fund unless otherwise terminated in accordance with the Agreement.
(2) The operating expense limits set out above apply only at the Fund level and
do not limit the fees payable by the underlying investment companies in
which the Funds invest.
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