FORM OF ING INVESTORS TRUST ING PARTNERS, INC. SHAREHOLDER SERVICING AGREEMENT Adviser Class Shares, Service Class Shares, Service 2 Class Shares and Class T SharesShareholder Servicing Agreement • April 27th, 2007 • Ing Partners Inc • Arizona
This Agreement is effective as of January 1, 2007, between ING Investors Trust (“IIT”), in respect of the Adviser Class Shares, Service Class Shares and Service 2 Class Shares (the “IIT Shares”), ING Partners Inc. (“IPI”) in respect of the Adviser Class Shares, Service Class Shares and Class T Shares (the “IPI Shares”) (IIT Shares and IPI Shares, collectively the “Shares”), and ING Funds Distributor, LLC (“IFD”) (IIT, IPI and IFD, collectively the “Fund”) and ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, and Security Life of Denver Insurance Company (individually the “Service Organization”, collectively the “Organizations”), life insurance companies. In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING PARTNERS, INC.Sub-Advisory Agreement • April 27th, 2007 • Ing Partners Inc
This First Amendment, effective as of December 15, 2006, amends the Sub-Advisory Agreement (the “Agreement”) dated the 28th day of April, 2006 between ING Life Insurance and Annuity Company, an insurance company organized and existing under the laws of the State of Connecticut (the “Adviser”) and Columbia Management Advisors, LLC, a Delaware limited liability company (the “Sub-Adviser”).
SECOND AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING LIFE INSURANCE AND ANNUITY COMPANY and OPPENHEIMER CAPITAL LLCInvestment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
This Second Amendment, effective as of December 15, 2006, amends the Investment Subadvisory Agreement (the “Agreement”) dated the 19th day of November 2001, as amended, between ING Life Insurance and Annuity Company, an insurance corporation organized and existing under the laws of the State of Connecticut (the “Adviser”) and OpCap Advisers, a Delaware general partnership whose obligations under the Agreement were subsequently assumed by Oppenheimer Capital LLC in a Novation Agreement dated July 21, 2005 (the “Subadviser”).
FIRST AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING LIFE INSURANCE AND ANNUITY COMPANY andInvestment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
This First Amendment, effective as of December 15, 2006, amends the Investment Subadvisory Agreement (the “Agreement”) dated the 1st day of December 2005 between ING Life Insurance and Annuity Company, an insurance corporation organized and existing under the laws of the State of Connecticut (the “Adviser”) and ClearBridge Advisors, LLC (the “Subadviser”).
THIRD AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING LIFE INSURANCE AND ANNUITY COMPANY and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC.Investment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
This Third Amendment, effective as of December 15, 2006, amends the Investment Subadvisory Agreement (the “Agreement”) dated the 29th day of March 2002, as amended, between ING Life Insurance and Annuity Company, an insurance corporation organized and existing under the laws of the State of Connecticut (the “Adviser”) and American Century Investment Management, Inc., a Delaware corporation (the “Subadviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between OppenheimerFunds, Inc. (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
January 1, 2007Waiver Agreement • April 27th, 2007 • Ing Partners Inc
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Pioneer Investment Management, Inc. (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
SECOND AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING LIFE INSURANCE AND ANNUITY COMPANY and ING INVESTMENT MANAGEMENT CO.Investment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
This Second Amendment, effective as of December 15, 2006, amends the Investment Subadvisory Agreement (the “Agreement”) dated the 23rd day of January 2004, as amended, 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 Investment Management Co., a Connecticut corporation (the “Subadviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between ClearBridge Advisors, LLC (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
SECOND AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING LIFE INSURANCE AND ANNUITY COMPANY and UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC.Investment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
This Second Amendment, effective as of December 15, 2006, amends the Investment Subadvisory Agreement (the “Agreement”) dated the 1st day of May 2004, as amended, between ING Life Insurance and Annuity Company, an insurance corporation organized and existing under the laws of the State of Connecticut (the “Adviser”) and UBS Global Asset Management (Americas) Inc., a Delaware corporation (the “Subadviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between American Century Investment Management, Inc. (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Templeton Investment Counsel, LLC (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Pacific Investment Management Company LLC (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
FOURTH AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING LIFE INSURANCE AND ANNUITY COMPANY and MORGAN STANLEY INVESTMENT MANAGEMENT INC. d/b/a VAN KAMPENInvestment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
This Fourth Amendment, effective as of December 15, 2006, amends the Investment Subadvisory Agreement (the “Agreement”) dated the 11th day of March 2002, as amended, between ING Life Insurance and Annuity Company, an insurance corporation organized and existing under the laws of the State of Connecticut (the “Adviser”) and Morgan Stanley Investment Management Inc. d/b/a Van Kampen, a Delaware corporation (the “Subadviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Davis Selected Advisers, L.P. (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING Life Insurance and Annuity Company and Morgan Stanley Investment Management Inc.Investment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
AMENDMENT made as of this 1st day of June, 2005 to the Investment Subadvisory Agreement dated as of March 11, 2002, 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 Morgan Stanley Investment Management Inc., a Delaware corporation, d/b/a Van Kampen (the “Subadviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between BAMCO, Inc. (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
FIFTH AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING LIFE INSURANCE AND ANNUITY COMPANY and JPMORGAN ASSET MANAGEMENT (U.K.) LIMITEDInvestment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
This Fifth Amendment, effective as of December 15, 2006, amends the Investment Subadvisory Agreement (the “Agreement”) dated the 16th day of December 2002, as amended, between ING Life Insurance and Annuity Company, an insurance corporation organized and existing under the laws of the State of Connecticut (the “Adviser”) and JPMorgan Asset Management (U.K.) Limited, a corporation organized and existing under the laws of England (the “Subadviser”).
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT ING PARTNERS, INC.Expense Limitation Agreement • April 27th, 2007 • Ing Partners Inc
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective the 1st day of February 2005, is hereby amended and restated the 1st day of January 2007, by and between Directed Services, LLC (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.
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between ING Investment Management Co. (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Thornburg Investment Management, Inc. (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
DISTRIBUTION AGREEMENTDistribution Agreement • April 27th, 2007 • Ing Partners Inc • Delaware
AGREEMENT, made this 1st day of January 2007, by and between ING Partners, Inc. (the “Fund”), a Maryland corporation, and ING Funds Distributor, LLC (“Distributor”), a Delaware limited liability company.
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Oppenheimer Capital LLC (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Columbia Management Advisors, LLC (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING PARTNERS, INC.Sub-Advisory Agreement • April 27th, 2007 • Ing Partners Inc
This First Amendment, effective as of December 15, 2006, amends the Sub-Advisory Agreement (the “Agreement”) dated the 31st day of October, 2005 between ING Life Insurance and Annuity Company, an insurance company organized and existing under the laws of the State of Connecticut (the “Adviser”) and Davis Selected Advisers, L.P., a Colorado limited partnership company (the “Sub-Adviser”).
FORM OF SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Lord, Abbett & Co. LLC (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between T. Rowe Price Associates, Inc. (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
January 1, 2007 ING Partners, Inc. 7337 East Doubletree Ranch Road Scottsdale, Arizona 85258-2034 Ladies and Gentlemen:Waiver Agreement • April 27th, 2007 • Ing Partners Inc
By our execution of this letter agreement, intending to be legally bound herby, ING Funds Distributor, LLC (the “Distributor”) agrees to waive, from January 1, 2007 through May 1, 2007, all or a portion of its service fee and/or reimbursed expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratios of ING Oppenheimer Strategic Income Portfolio, a series of ING Partners, Inc., shall be as follows:
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between JPMorgan Asset Management (U.K.) Limited (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
FIFTH AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between DIRECTED SERVICES, LLC and MORGAN STANLEY INVESTMENT MANAGEMENT INC. d/b/a VAN KAMPENInvestment Subadvisory Agreement • April 27th, 2007 • Ing Partners Inc
This Fifth Amendment effective as of April 30, 2007, amends the Investment Subadvisory Agreement (the “Agreement”) dated the 11th day of March 2002, as amended, between ING Life Insurance and Annuity Company, succeeded by Directed Services, LLC, a Delaware limited liability company (the “Adviser”) and Morgan Stanley Investment Management Inc. d/b/a Van Kampen, a Delaware corporation (the “Subadviser”).
ASSUMPTION AGREEMENTAssumption Agreement • April 27th, 2007 • Ing Partners Inc
AGREEMENT made as of December 1, 2006 between Salomon Brothers Asset Management Inc (“SBAM”) and CAM North America, LLC (to be renamed ClearBridge Advisors, LLC) (“ClearBridge”), each a wholly-owned direct and indirect subsidiary of Legg Mason, Inc.
NOVATION OF SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 27th, 2007 • Ing Partners Inc
This Novation Agreement is entered into this 21st day of July, 2005 by and among ING Life Insurance and Annuity Company (“Investment Adviser”), a Connecticut corporation, investment adviser to ING OpCap Balanced Value Portfolio of ING Partners, Inc., a Maryland corporation (the “Fund”), OpCap Advisors LLC (“OpCap Advisors”), a Delaware limited liability company and Oppenheimer Capital LLC (“Op Cap”), a Delaware limited liability company.
FORM OF PARTICIPATION AGREEMENT Among ING Life Insurance and Annuity Company, I NG USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, and Security Life of Denver Insurance Company...Participation Agreement • April 27th, 2007 • Ing Partners Inc • Delaware
THIS AGREEMENT effective this 1st day of January, 2007 by and among ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, and Security Life of Denver Insurance Company (hereinafter individually “Company” or collectively as “Companies”), each a life insurance company, on each its own behalf and on behalf of each Company’s Separate Account(s) (the “Account(s)”) as set forth on Schedule A hereto; ING Investors Trust, an open-end management investment company and business trust organized under the laws of Massachusetts, and ING Partners, Inc., an open-end management investment company and corporation organized under the laws of Maryland (collectively hereinafter the “Trust”); and ING Funds Distributor, LLC (hereinafter the “Distributor”), a Delaware limited liability company.
SUBSTITUTION AGREEMENTSubstitution Agreement • April 27th, 2007 • Ing Partners Inc
This Substitution Agreement is made as of this 1st day of January, 2007 by and between Morgan Stanley Investment Management Inc. d/b/a Van Kampen (the “Sub-Adviser”) and Directed Services, LLC (the “Adviser”).
