Exhibit 99.B - (h)(2)
[ING FUNDS LOGO]
September 28, 2004
VIA FACSIMILE AND UPS NEXT DAY AIR
Investors Bank & Trust Company
Attn: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Re: Termination of Sub-Administration Agreement
-------------------------------------------
Dear ▇▇. ▇▇▇▇▇:
Pursuant to Section 7 of the Sub-Administration Agreement (the "Agreement")
between ING Funds Services, LLC and Investors Bank & Trust Company ("IBT"), this
letter serves as notice of non-renewal of the Agreement. The Agreement will
therefore terminate with respect to all series of ING Partners, Inc., effective
December 31, 2004.
As you have discussed previously with ▇▇. ▇▇▇▇▇, to assure an orderly
transition there will be certain administrative services, outlined on attached
APPENDIX A, which we are requesting that IBT perform after December 31, 2004. We
would expect to pay the usual and customary rates for any such services not
otherwise provided for under the Agreement. ▇▇. ▇▇▇▇▇ will be coordinating with
you with respect to the provision of these services and payment for the services
over the next few weeks.
Sincerely,
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
President
cc: ▇▇▇▇▇▇ ▇▇▇▇▇
Assistant General Counsel
Investors Bank & Trust Company
▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇
ING Life Insurance & Annuity Company
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Tel: ▇▇▇-▇▇▇-▇▇▇▇ ING Partners, Inc.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇
APPENDIX A
LIST OF SERVICES REQUIRED TO BE PERFORMED BY IBT
FOR THE IPI PORTFOLIOS POST DECEMBER 31, 2004
FUND ACCOUNTING/CUSTODY
1. All fund accounting functions through January 7, 2005
2. All custody functions through January 7, 2005
3. Delivery of all assets to the new custodian as part of the custody
conversion as well as post-conversion (i.e. subsequent monies
received for tax reclaims, dividends, interest, litigation
settlements, etc.)
4. Assistance with class actions, including supplying needed confirms.
FINANCIAL REPORTING
1. Completion of the audit for the period ending December 31, 2004
2. Completion of the Annual Report to Shareholders as of December 31,
2004
3. Preparation and filing of the Form N-CSR as of December 31, 2004
4. Preparation and filing of the Form N-SAR as of December 31, 2004
5. Provide information necessary to file the Form 24F-2 as of December
31, 2004
TAX REPORTING
1. Preparation and filing of Federal Tax Form 1120-RIC as of December 31,
2004
2. Preparation and filing of all state income tax returns as of December
31, 2004
3. Preparation and filing of Excise Tax Form 8613
4. Completion of all tax footnotes and tax information for the Annual
Report as of December 31, 2004
5. Year End Reporting to ING Corporate (i.e. Foreign Tax Credits,
Dividend Received Deduction, Long Term Capital Gain Designation and
Government Income by Type)
BOARD REPORTING
1. Completion of the memo to the Board for the quarter ending December
31, 2004, "PORTFOLIO COMPLIANCE REVIEW AND RELATED MATTERS"
2. Collection of sub-advisers determinations regarding liquidity
3. Completion of Fourth Quarter Financial Data including the following
reports:
a. Portfolio Performance
▇. ▇▇▇▇▇ Income Test and IRS Diversification
c. Statement of Changes in Net Assets
d. Top Ten Brokers by Commissions
e. Top Ten Additions, Deletions, Gains and Losses
f. Top Ten Securities Purchased and Sold
g. Discussion of Derivative Activity
h. Shareholder Service Fee and 12b-1 Fee Analysis
i. Securities Lending Income by Fund
NOTE: Record retention and access to historical information will be addressed in
the transition plan. It is conceivable that ING may need to request fund
records/information from IBT subsequent to December 31, 2004 in regards to SEC
audits, internal and external audits and other regulatory examinations or
inquiries.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇. Tel: ▇▇▇-▇▇▇-▇▇▇▇ ING Partners, Inc.
▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ Fax: ▇▇▇-▇▇▇-▇▇▇▇