0001047469-04-032570 Sample Contracts

SERVICE AGREEMENT WITH INVESTMENT ADVISER
Service Agreement • October 29th, 2004 • Ing Partners Inc
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ASSIGNMENT AND ASSUMPTION AGREEMENT FOR TRANSFER AGENCY AND SERVICE AGREEMENT
Assignment and Assumption Agreement • October 29th, 2004 • Ing Partners Inc
Exhibit 99.(h)(4)(v) [ING LETTERHEAD] November 1, 2004 Nick Horvath DST Systems, Inc. 333 West 11th St., 5th Floor Kansas City, Missouri 64105 Dear Mr. Horvath: Pursuant to the Agency Agreement dated November 30, 2000, as amended, between the Funds...
Agency Agreement • October 29th, 2004 • Ing Partners Inc

Pursuant to the Agency Agreement dated November 30, 2000, as amended, between the Funds (as defined in the Agreement) and DST Systems, Inc. (the "Agreement"), we hereby notify you of our intention to retain you as Transfer Agent and Dividend Disbursing Agent to render such services to all series of ING Partners, Inc. (the "Funds"), upon all of the terms and conditions set forth in the Agreement. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the above-mentioned Funds to the AMENDED AND RESTATED EXHIBIT A of the Agreement.

BETWEEN
Investment Sub-Advisory Agreement • October 29th, 2004 • Ing Partners Inc • Maryland
AMENDMENT AGREEMENT
Sub-Administration Agreement • October 29th, 2004 • Ing Partners Inc
AMONG ING PARTNERS, INC.
Participation Agreement • October 29th, 2004 • Ing Partners Inc
ING PARTNERS, INC.,
Participation Agreement • October 29th, 2004 • Ing Partners Inc
Exhibit 99.(d)(18) [ING FUNDS LETTERHEAD] November 1, 2004 James M. Hennessy President ING Partners, Inc. 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258-2034 Re: ING Partners, Inc. (the "Fund") Dear Mr. Hennessy: By our execution of this...
Expense Waiver Agreement • October 29th, 2004 • Ing Partners Inc

By our execution of this letter agreement (the "Agreement"), intending to be legally bound hereby, ING Funds Services, LLC ("ING Funds Services"), the Fund's Administrator, agrees that in order to increase the competitiveness of the established expense ratios of the ING Strategic Income Portfolio of the Fund, ING Funds Services shall, from November 1, 2004 through April 30, 2006, waive all or a portion of its administrative services fee and/or reimburse expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratios of the ING Strategic Income Portfolio shall not exceed 0.75% and 1.00% for the Service and Adviser class shares respectively of the Portfolio's average daily net assets.

Exhibit 99.(g)(1)(iv) [INVESTORS BANK & TRUST LETTERHEAD] July 1, 2003 Mr. Mike J. Roland Treasurer ING Partners, Inc. 7337 E. Doubletree Ranch Road Scottsdale, AZ 85258-2034 Dear Mike, Reference is made to the Custodian Agreement, dated as of...
Custodian Agreement • October 29th, 2004 • Ing Partners Inc

Reference is made to the Custodian Agreement, dated as of December 14, 2001 (as such Custodian Agreement has been amended and extended from time to time) (the "Agreement"), between ING Partners, Inc. ("Client") and Investors Bank & Trust Company (the "Bank"). Capitalized terms used but not defined herein shall have the meaning given to them in the Agreement.

INVESTMENT SUB-ADVISORY AGREEMENT BETWEEN ING LIFE INSURANCE AND ANNUITY COMPANY AND MASSACHUSETTS FINANCIAL SERVICES COMPANY
Investment Sub-Advisory Agreement • October 29th, 2004 • Ing Partners Inc • Maryland
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