Common use of Xxxx Price Equity Income Portfolio Clause in Contracts

Xxxx Price Equity Income Portfolio. For ING X. Xxxx Price Equity Income Portfolio (the “Equity Income Portfolio”), the Portfolio Manager will provide the Manager a transitional credit to eliminate any discontinuity between the tiered fee schedule and the flat fee once assets reach $1 billion. The credit will apply at asset levels between approximately $946 million and $1 billion. To accommodate circumstances where the Equity Income Portfolio’s assets fall beneath $1 billion and to prevent a decline in the Equity Income Portfolio’s assets from causing an increase in the absolute dollar fee, the Portfolio Manager will provide a transitional credit to cushion the impact of reverting to the original tiered fee schedule. This credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $1 billion, when the flat fee would be triggered, or (b) fall below a threshold of approximately $946 million, where the tiered fee schedule would be fully re-applied. The credit is determined by prorating the difference between the tiered fee schedule and the flat fee schedule over the difference between $1 billion and the current portfolio size for billing purposes. The credit would approach $187,500 annually when the Equity Income Portfolio’s assets were close to $1 billion and fall to zero at approximately $946 million. The transitional credit is determined as follows: Current Portfolio Size for Billing Purposes - $946,428,571 X $187,500

Xxxx Price Equity Income Portfolio. For ING X. Xxxx Price Equity Income Portfolio (the “Equity Income Portfolio”), the Portfolio Manager will provide the Manager a transitional credit to eliminate any discontinuity between the tiered fee schedule and the flat fee once assets reach $1 billion. The credit will apply at asset levels between approximately $946 958.3 million and $1 billion. To accommodate circumstances where the Equity Income Portfolio’s assets fall beneath $1 billion and to prevent a decline in the Equity Income Portfolio’s assets from causing an increase in the absolute dollar fee, the Portfolio Manager will provide a transitional credit to cushion the impact of reverting to the original tiered fee schedule. This credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $1 billion, when the flat fee would be triggered, or (b) fall below a threshold of approximately $946 958.3 million, where the tiered fee schedule would be fully re-applied. The credit is determined by prorating multiplying the difference between the tiered fee schedule and the flat 0.30% fee schedule over by the current portfolio size for billing purposes and the $958.3 million threshold, divided by the difference between $1 billion and the current portfolio size for billing purposes$958.3 million threshold. The credit would approach $187,500 125,000 annually when the Equity Income Portfolio’s assets were close to $1 billion and fall to zero at approximately $946 958.3 million. The transitional credit is determined as follows: Current Portfolio Size for Billing Purposes - $946,428,571 958,333,333 X $187,500125,000

Xxxx Price Equity Income Portfolio. For ING VY® X. Xxxx Price Equity Income Portfolio (the “Equity Income Portfolio”), the Portfolio Manager will provide the Manager a transitional credit to eliminate any discontinuity between the tiered fee schedule and the flat fee once assets reach $1 billion. The credit will apply at asset levels between approximately $946 958.3 million and $1 billion. To accommodate circumstances where the Equity Income Portfolio’s assets fall beneath $1 billion and to prevent a decline in the Equity Income Portfolio’s assets from causing an increase in the absolute dollar fee, the Portfolio Manager will provide a transitional credit to cushion the impact of reverting to the original tiered fee schedule. This credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $1 billion, when the flat fee would be triggered, or (b) fall below a threshold of approximately $946 958.3 million, where the tiered fee schedule would be fully re-applied. The credit is determined by prorating multiplying the difference between the tiered fee schedule and the flat 0.30% fee schedule over by the current portfolio size for billing purposes and the $958.3 million threshold, divided by the difference between $1 billion and the current portfolio size for billing purposes$958.3 million threshold. The credit would approach $187,500 125,000 annually when the Equity Income Portfolio’s assets were close to $1 billion and fall to zero at approximately $946 958.3 million. The transitional credit is determined as follows: Current Portfolio Size for Billing Purposes - $946,428,571 958,333,333 X $187,500125,000