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:
Title:
Xxxxxx X. Xxxxxxxxxxx
Vice President
ING Partners, Inc.
By:
Title:
Xxxxx X. Xxxxxxxx
President
AMENDED SCHEDULE A
Series of ING Partners, Inc.
ING Aeltus Enhanced Index Portfolio
ING Xxxxx Aggressive Growth Portfolio
ING Xxxxx Capital Appreciation Portfolio
ING Xxxxx Growth Portfolio
ING American Century Small Cap Value Portfolio
ING Baron Small Cap Growth Portfolio
ING Fidelityr VIP Contrafundr Portfolio
ING Fidelityr VIP Equity Income Portfolio
ING Fidelityr VIP Growth Portfolio
ING Fidelityr VIP Mid Cap Portfolio
ING Goldman Sachsr Capital Growth Portfolio
ING Goldman Sachsr Core Equity Portfolio
ING JPMorgan Xxxxxxx International Portfolio
ING JPMorgan Mid Cap Value Portfolio
ING MFS Capital Opportunities Portfolio
ING MFS Global Growth Portfolio
ING OpCap Balanced Value Portfolio
ING Xxxxxxxxxxx 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 X. Xxxx Price Growth Equity Portfolio
ING UBS U.S. Allocation Portfolio
ING UBS U.S. Large Cap Equity Portfolio
ING Xxx Xxxxxx Xxxxxxxx Portfolio
Dated: November 1, 2004
AMENDED SCHEDULE B
Advisory Fees
SERIES
ADVISORY FEES
(As a percentage of average daily net assets)
ING Aeltus Enhanced Index Portfolio
0.60%
ING Xxxxx Aggressive Growth Portfolio
0.85%
ING Xxxxx Capital Appreciation Portfolio
0.70%
ING Xxxxx Growth Portfolio
0.80%
ING American Century Small Cap Value Portfolio
1.00%
ING Baron Small Cap Growth Portfolio
0.85%
ING Fidelityr VIP Contrafundr Portfolio
0.00% while Series invested in Master
0.58% for Standalone Series
ING Fidelityr VIP Equity Income Portfolio
0.00% while Series invested in Master
0.48% for Standalone Series
ING Fidelityr VIP Growth Portfolio
0.00% while Series invested in Master
0.58% for Standalone Series
ING Fidelityr VIP Mid Cap Portfolio
0.00% while Series invested in Master
0.58% for Standalone Series
ING Goldman Sachsr Capital Growth Portfolio
0.85%
ING Goldman Sachsr Core Equity Portfolio
0.70%
ING JPMorgan Xxxxxxx 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 Xxxxxxxxxxx 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 X. Xxxx Price Growth Equity Portfolio
0.60%
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 Xxx Xxxxxx Xxxxxxxx Portfolio
0.60%
Dated: November 1, 2004
