[ING FUNDS LOGO]
(d)(23)(v)
May 1, 2006
ING Partners, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, Xxxxxxx 00000-0000
Ladies and Gentlemen:
Pursuant to our letter agreement dated December 17, 2004, ING Financial
Advisers, LLC (the "Distributor") has waived 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
Xxxxxxxxxxx Strategic Income Portfolio, a series of ING Partners, Inc., shall be
as follows:
MAXIMUM OPERATING EXPENSE RATIOS
SERIES (AS A PERCENTAGE OF AVERAGE NET ASSETS)
------ ---------------------------------------
ADVISER CLASS SERVICE CLASS
------------- -------------
ING Xxxxxxxxxxx Strategic Income
Portfolio 1.00% 0.75%
By this letter, we agree to continue to waive that fee for the period May
1, 2006 through May 1, 2007.
The Distributor acknowledges that (1) it shall not be entitled to collect
on or make a claim for waived fees at any time in the future, and (2) it shall
not be entitled to collect on or make a claim for reimbursed expenses at any
time in the future.
ING Financial Advisers, LLC
By: /s/ Xxxxxx Xxxxx
------------------------------------
Xxxxxx Xxxxx
Vice President
Accepted:
By: /s/ Xxxxxx X. Xxxx
--------------------------------
Xxxxxx X. Xxxx
Executive Vice President
ING Partners, Inc.
0000 X. Xxxxxxxxxx Xxxxx Xx. Tel: 000-000-0000 ING Financial Advisers, LLC
Scottsdale, AZ 00000-0000 Fax: 000-000-0000
xxx.xxxxxxxx.xxx
