Exhibit 99.(h)(4)(iii)
ASSIGNMENT
AND
ASSUMPTION AGREEMENT
FOR
TRANSFER AGENCY AND SERVICE AGREEMENT
This Assignment and Assumption Agreement (this "Agreement") is made as of
this 19th day of November, 2003 by and between ING Life Insurance and Annuity
Company (formerly Aetna Life Insurance and Annuity Company) ("ILIAC"), ING
Partners, Inc. (formerly "Portfolio Partners, Inc.) (the "Company"), Investors
Bank and Trust Company (the "Bank") and ING Funds Services, LLC (the
"Administrator").
WHEREAS, ILIAC and the Company entered into a Transfer Agency and Service
Agreement with the Bank, dated as of the 12th day of December, 2001, as amended
(the "Transfer Agency Agreement"); and
WHEREAS, pursuant to the Transfer Agency Agreement, ILIAC, in its capacity
as the Company's administrator, agreed to pay certain fees and expenses to the
Bank (the "Services"); and
WHEREAS, ILIAC will no longer serve as the Company's administrator, ILIAC
desires that the Company's new administrator perform the Services for the
Company and desires to assign the Transfer Agency Agreement, and all of ILIAC's
rights, duties and obligations thereunder, to the Administrator; and
WHEREAS, the Administrator desires to accept the assignment of the Transfer
Agency Agreement and to assume and perform all of ILIAC's rights, duties and
obligations thereunder;
NOW, THEREFORE, it is agreed as follows:
1. ASSIGNMENT OF TRANSFER AGENCY AGREEMENT. Effective as of the date
first written above, ILIAC hereby assigns to the Administrator the Transfer
Agency Agreement and all of ILIAC's rights, duties and obligations thereunder.
2. PERFORMANCE OF DUTIES. The Administrator hereby agrees to assume all
of ILIAC's rights, and will perform all of ILIAC's duties and obligations, under
the Transfer Agency Agreement, and will be subject to all of the terms and
conditions of the Transfer Agency Agreement in the same manner and to the same
extent that ILIAC was subject to such terms and conditions.
3. CONSENT. The Bank hereby consents to the assignment of the Transfer
Agency Agreement to the Administrator and the performance of ILIAC's duties and
obligations by the Administrator.
4. INDEMNIFICATION. ILIAC agrees that it will remain liable under the
Transfer Agency Agreement for all its obligations arising on or before the date
and year first written above and will indemnify and hold harmless the
Administrator from any such obligation.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed by their duly authorized officers as of the
date and year first written above.
ING LIFE INSURANCE AND ANNUITY COMPANY ING FUNDS SERVICES, LLC
By: By:
------------------------------------ --------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President Title: Executive Vice President and
Chief Financial Officer
INVESTORS BANK & TRUST COMPANY
By:
------------------------------------
Name:
Title:
2