Exhibit 99.B(h)(9)(v)
FORM OF
AMENDMENT TO PARTICIPATION AGREEMENT
AMONG
ING PARTNERS, INC.
ING LIFE INSURANCE AND ANNUITY COMPANY
AND
ING FINANCIAL ADVISERS, LLC
This Amendment is dated as of 31st day of August, 2005 by and between ING
Partners, Inc. (the "Fund"), ING Life Insurance and Annuity Company (referred to
as the "Adviser" in its capacity as investment adviser to the Fund, and the
"Company" in its capacity as the issuer of variable annuity and variable life
insurance contracts), and ING Financial Advisers, LLC (the "Distributor")
(collectively, the "Parties").
WHEREAS, the Parties entered into a Participation Agreement on November 28,
2001 (the "Agreement") and subsequently amended the Agreement on March 5, 2002,
May 1, 2003, November 1, 2004 and April 29, 2005;
WHEREAS, the Parties desire to further amend said Agreement in the manner
hereinafter set forth;
NOW THEREFORE, the parties hereby amend the Agreement in the following
form:
1. The second Whereas clause of the Agreement is hereby deleted and
replaced by the following clause:
"WHEREAS, the shares of common stock of the Fund are divided into
several series of shares, each designated a "Portfolio" and representing
the interest in a particular managed portfolio of securities and other
assets, and each Portfolio is comprised of one or more classes of shares
currently consisting of the Initial Class, Adviser Class, Service Class and
Class T;"
2. Section 2.6 is deleted and replaced by the following Section 2.6:
The Adviser Class and Class T Shares of each Portfolio are subject to
a distribution fee, payable to the Distributor pursuant to the Rule 12b-1
Plans adopted for the Adviser Class and Class T in accordance with the 1940
Act. Each Rule 12b-1 Plan permits the Distributor to enter into
distribution services agreements with and pay, on behalf of each Adviser
Class and Class T Portfolio, compensation to certain securities dealers,
brokers, financial institutions or other industry professionals ("Service
Organizations") for providing distribution assistance.
The Adviser Class, Service Class and Class T Shares of each Portfolio
are subject to a shareholder servicing fee payable to Service Organizations
pursuant to Shareholder Servicing Plans adopted for the Adviser Class,
Service Class and Class T. The Fund may enter into shareholder servicing
agreements and pay, on behalf of each Adviser Class, Service Class and
Class T Portfolio, compensation to Service Organizations for providing
administrative support services to shareholders.
The Initial Class is not currently subject to a distribution or
shareholder servicing fee.
3. By replacing the existing Amended Schedule B with the Amended Schedule
B attached hereto.
4. All of the other provisions contained in the Agreement shall remain in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed by their duly authorized signatories as of the date and year first
above written.
ING PARTNERS, INC. ING LIFE INSURANCE AND ANNUITY COMPANY
By: By:
------------------------------- ----------------------------------
▇▇▇▇▇▇ ▇. Naka ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇
Senior Vice President Vice President
ING FINANCIAL ADVISERS, LLC
By:
-------------------------------------
Name: Terran ▇. ▇▇▇▇▇
Title: Vice President, Advisory Services
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AMENDED SCHEDULE B
ING PARTNERS, INC.
DESIGNATED PORTFOLIOS
ING American Century Large Company Value Portfolio - Initial, Adviser and
Service Class
ING American Century Select Portfolio - Initial, Adviser and Service Class
ING American Century Small Cap Value Portfolio - Initial, Adviser and Service
Class
ING Baron Small Cap Growth Portfolio - Initial, Adviser and Service Class
ING Fidelity(R) VIP Contrafund(R) Portfolio - Initial, Adviser and Service Class
ING Fidelity(R) VIP Equity-Income Portfolio - Initial, Adviser and Service Class
ING Fidelity(R) VIP Growth Portfolio - Initial, Adviser and Service Class
ING Fidelity(R) VIP Mid Cap Portfolio - Initial, Adviser and Service Class
ING Fundamental Research Portfolio - Initial, Adviser and Service Class
ING ▇▇▇▇▇▇▇ ▇▇▇▇▇(R) Capital Growth Portfolio - Initial, Adviser and Service
Class
ING ▇▇▇▇▇▇▇ Sachs(R) Core Equity Portfolio - Initial, Adviser and Service Class
ING JPMorgan ▇▇▇▇▇▇▇ International Portfolio - Initial, Adviser and Service
Class
ING JPMorgan Mid Cap Value Portfolio - Initial, Adviser and Service Class
ING MFS Capital Opportunities Portfolio - Initial, Adviser and Service Class
ING OpCap Balanced Value Portfolio - Initial, Adviser and Service Class
ING ▇▇▇▇▇▇▇▇▇▇▇ Global Portfolio - Initial, Adviser and Service Class
ING ▇▇▇▇▇▇▇▇▇▇▇ Strategic Income Portfolio - Initial, Adviser and Service Class
ING PIMCO Total Return Portfolio - Initial, Adviser and Service Class
ING Salomon Brothers Aggressive Growth Portfolio - Initial, Adviser and Service
Class
ING Salomon Brothers Fundamental Value Portfolio - Initial, Adviser and Service
Class
ING Salomon Brothers Large Cap Growth Portfolio - Initial, Adviser and Service
Class
ING Solution 2015 Portfolio - Initial, Adviser and Service Class and Class T
ING Solution 2025 Portfolio - Initial, Adviser and Service Class and Class T
ING Solution 2035 Portfolio - Initial, Adviser and Service Class and Class T
ING Solution 2045 Portfolio - Initial, Adviser and Service Class and Class T
ING Solution Income Portfolio - Initial, Adviser and Service Class and Class T
ING ▇. ▇▇▇▇ Price Diversified Mid Cap Growth Portfolio - Initial, Adviser and
Service Class
ING ▇. ▇▇▇▇ Price Growth Equity Portfolio - Initial, Adviser and Service Class
ING UBS U.S. Large Cap Equity Portfolio - Initial, Adviser and Service Class
ING ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio - Initial, Adviser and Service Class
ING ▇▇▇ ▇▇▇▇▇▇ Equity and Income Portfolio - Initial, Adviser and Service Class
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*▇▇▇▇▇▇▇ ▇▇▇▇▇(R) is a registered service ▇▇▇▇ of ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., and it
is used by agreement with ▇▇▇▇▇▇▇, Sachs & Co.
** Fidelity(R) and Contrafund(R) are registered trademarks of FMR Corp.
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