SUBSTITUTION AGREEMENT ING PARTNERS, INC.
Exhibit 99.B(d)(1)(vi)
ING PARTNERS, INC.
This Substitution Agreement is made as of this 1st day of January, 2007 by and between ING Partners, Inc. (the “Fund”) on behalf of its Series as listed on Schedule A attached hereto, and Directed Services, LLC (the “Adviser”).
WHEREAS, the Fund is registered with the Securities and Exchange Commission as a diversified open-end investment company under the Investment Company Act of 1940, as amended (the “Act”); and
WHEREAS, ING Life Insurance and Annuity Company (“ILIAC”), a direct, wholly-owned subsidiary of Lion Connecticut Holdings Inc., has been serving as the investment adviser to the Fund pursuant to a written Investment Advisory Agreement (“Agreement”) between the Fund and ILIAC dated May 1, 2003, as such Agreement may be amended from time to time; and
WHEREAS, on December 1, 2006, the stock of Directed Services, Inc., also a direct, wholly-owned subsidiary of Lion Connecticut Holdings Inc., was contributed to ILIAC, and Directed Services, Inc. became a direct, wholly-owned subsidiary of ILIAC; and
WHEREAS, on December 31, 2006, Directed Services, Inc. merged with and into Directed Services, LLC, a limited liability company duly organized in the State of Delaware, whose sole member is ILIAC (the “Reorganization”); and
WHEREAS, by virtue of the Reorganization, the Adviser has succeeded to all of the rights, duties, responsibilities and liabilities of ILIAC, and wishes to confirm by this Substitution Agreement that it has assumed all duties and obligations of ILIAC contained in the Agreement; and,
WHEREAS, under these circumstances, the Fund wishes to ratify and approve the substitution of the Adviser as a party to the Agreement in place of ILIAC.
NOW, THEREFORE, it is agreed as follows:
1. Substitution of Party. Effective as of the date first written above, the Adviser is substituted into the Agreement in place of ILIAC for all purposes.
2. Performance of Duties. The Adviser hereby acknowledges and agrees that, by virtue of the Reorganization, it has assumed and will perform all of ILIAC’s duties and obligations under the Agreement and will be subject to all of the terms and conditions of the Agreement.
3. Consents. The Fund hereby ratifies and approves the assumption by the Adviser of the interests, rights and responsibilities of ILIAC under the Agreement and agrees, subject to the terms and conditions of said Agreement, (a) to look solely to the Adviser for the performance of
advisory duties and obligations under such Agreement after the effective date written above, and (b) to continue to perform its obligations thereunder as if no such merger had occurred and as if ILIAC and the Adviser were one and the same entity.
4. Representations of Adviser. The Adviser represents and warrants that the Reorganization will not result in any material change in the management, operations, services, personnel or other resources of ILIAC available to the Adviser to meet its obligations to the Fund under the Agreement.
5. Representations of Fund. The Fund represents and warrants that the independent directors have approved the Reorganization and the continuation of the Agreement.
6. Benefit. This Substitution Agreement is intended for the benefit of the parties hereto, ILIAC and the Permitted Assignees.
IN WITNESS WHEREOF, the parties hereto have caused this Substitution Agreement to be executed by their duly authorized officers as of the date and year first written above.
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ING PARTNERS, INC. |
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By: |
/s/ ▇▇▇▇▇▇ ▇. Naka |
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Name: ▇▇▇▇▇▇ ▇. Naka |
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Title: Executive Vice President |
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DIRECTED SERVICES, LLC |
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By: |
/s/ ▇▇▇▇ ▇▇▇▇▇ |
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Name: ▇▇▇▇ ▇▇▇▇▇ |
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Title: Vice President |
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SCHEDULE A
SERIES
ING American Century Large Company Value Portfolio
ING American Century Select Portfolio
ING American Century Small-Mid Cap Value Portfolio
ING Baron Asset Portfolio
ING Baron Small Cap Growth Portfolio
ING Columbia Small Cap Value II Portfolio
ING ▇▇▇▇▇ Venture Value Portfolio
ING Fidelity® VIP Contrafund® Portfolio
ING Fidelity® VIP Equity-Income Portfolio
ING Fidelity® VIP Growth Portfolio
ING Fidelity® VIP Mid Cap Portfolio
ING Fundamental Research Portfolio
ING ▇▇▇▇▇▇▇ Sachs® Capital Growth Portfolio
ING ▇▇▇▇▇▇▇ ▇▇▇▇▇® Structured Equity Portfolio
ING JPMorgan International Portfolio
ING JPMorgan Mid Cap Value Portfolio
ING ▇▇▇▇ ▇▇▇▇▇ Partners Aggressive Growth Portfolio
ING ▇▇▇▇ ▇▇▇▇▇ Partners Large Cap Growth Portfolio
ING Lord ▇▇▇▇▇▇ U.S. Government Securities Portfolio
ING ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners Portfolio
ING ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Regency Portfolio
ING OpCap Balanced Value Portfolio
ING ▇▇▇▇▇▇▇▇▇▇▇ Global Portfolio
ING ▇▇▇▇▇▇▇▇▇▇▇ Strategic Income Portfolio
ING PIMCO Total Return Portfolio
ING Pioneer High Yield Portfolio
ING Solution 2015 Portfolio
ING Solution 2025 Portfolio
ING Solution 2035 Portfolio
ING Solution 2045 Portfolio
ING Solution Income Portfolio
ING ▇. ▇▇▇▇ Price Diversified Mid Cap Growth Portfolio
ING ▇. ▇▇▇▇ Price Growth Equity Portfolio
ING ▇▇▇▇▇▇▇▇▇ Foreign Equity Portfolio
ING ▇▇▇▇▇▇▇▇▇ Value Portfolio
ING UBS U.S. Large Cap Equity Portfolio
ING UBS U.S. Small Cap Growth Portfolio
ING ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Portfolio
ING ▇▇▇ ▇▇▇▇▇▇ Equity and Income Portfolio