Exhibit (d.19)
FORM OF
ASSUMPTION AGREEMENT
AGREEMENT made as of March 28, 2003 between XXXXXXX, XXXXX & CO. ("GS&Co.") and
XXXXXXX SACHS ASSET MANAGEMENT, L.P. ("GSAM LP"), each a wholly-owned direct and
indirect subsidiary of THE XXXXXXX XXXXX GROUP, INC.
WHEREAS, ING Partners, Inc. (formerly Portfolio Partners, Inc.) (the
"Company") is registered as an open-end management investment company under the
Investment Company Act of 1940, as amended (the "1940 Act");
WHEREAS, GS&Co. has been previously appointed as sub-investment adviser to
the IPI Xxxxxxx Sachs Capital Growth Portfolio (formerly PPI Xxxxxxx Xxxxx
Capital Growth Portfolio) (the "Portfolio") of the Company pursuant to an
Investment Sub-Advisory Agreement with ING Life Insurance and Annuity Company
(formerly Aetna Life Insurance and Annuity Company) dated November 19, 2001 (the
"Investment Sub-Advisory Agreement"); and
WHEREAS, GS&Co. and GSAM LP intend that GSAM LP act as sub-investment
adviser with respect to the Company pursuant to the Investment Sub-Advisory
Agreement.
NOW, THEREFORE, the parties hereto, intending to be legally bound, agree
as follows:
1. GSAM LP hereby assumes all rights and obligations of GS&Co. under the
Investment Sub-Advisory Agreement with respect to the Portfolio.
2. GS&Co. and GSAM LP hereby represent that after the assumption referred
to above: (a) the management personnel of GS&Co. responsible for providing
sub-investment advisory services to the Portfolio under the Investment
Sub-Advisory Agreement, including the portfolio managers and the supervisory
personnel, will provide the same services for the Portfolio as officers or
employees of GSAM LP; and (b) both GS&Co. and GSAM LP will be wholly-owned
direct and indirect subsidiaries of The Xxxxxxx Sachs Group, Inc. Consequently,
GS&Co. and GSAM LP believe that the assumption effected by this Agreement does
not involve a change in actual control or actual management with respect to the
sub-investment adviser for the Portfolio.
3. GSAM LP is hereby bound by all of the terms of the Investment
Sub-Advisory Agreement, which will continue in full force and effect with
respect to GSAM LP.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their officers designated below as of the day and year first above
written.
Attest: XXXXXXX, XXXXX & CO.
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By:
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(Authorized Officer)
Name: Xxx X. Xxxxxx
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Title: Vice President
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Attest: XXXXXXX XXXXX ASSET
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MANAGEMENT, L.P.
By:
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(Authorized Officer)
Name: Xxxxxx Xxxxxxx
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Title: Authorized Signatory
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Acknowledged and Accepted as of the Date
First Set Forth Above:
ING LIFE INSURANCE AND ANNUITY COMPANY
By:
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Name:
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Title:
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