[LOGO ING FUNDS]
December 7, 2005
Xxxx Xxxxx
Senior Vice President
ING Investments, LLC
0000 X. Xxxxxxxxxx Xxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xx. Xxxxx:
Pursuant to the Amended and Restated Investment Management Agreement dated
February 1, 2005, between ING Mutual Funds and ING Investments, LLC (the
"Agreement") we hereby notify you of our intention to retain you as Manager to
render investment advisory services to ING Diversified International Fund, ING
Emerging Markets Fixed Income Fund, ING Greater China Fund, ING Index Plus
International Equity Fund and ING International Capital Appreciation Fund, five
newly established series of ING Mutual Funds (the "Funds"), effective December
7, 2005, upon all of the terms and conditions set forth in the Agreement. Upon
your acceptance, the Agreement will be modified to give effect to the foregoing
by adding the Fund to Schedule A of the Agreement. The Amended Schedule A, with
the annual investment management fee indicated for the Funds, is attached
hereto.
Amended Schedule A has also been updated to reflect the name change from
ING International SmallCap Growth Fund to ING International SmallCap Fund.
Please signify your acceptance to act as Manager under the Agreement with
respect to the aforementioned Funds.
Very sincerely,
/s/ Xxxxxx X. Xxxx
------------------------
Xxxxxx X. Xxxx
Senior Vice President
ING Mutual Funds
ACCEPTED AND AGREED TO:
ING Investments, LLC
By: /s/ Xxxx Xxxxx
--------------------------
Xxxx Xxxxx
Senior Vice President
AMENDED SCHEDULE A
with respect to the
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT
between
ING MUTUAL FUNDS
and
ING INVESTMENTS, LLC
Annual Investment Management Fee
Series (as a percentage of average daily net assets)
ING Diversified International Fund 0.00%
ING Emerging Countries Fund 1.25%
ING Emerging Markets Fixed Income Fund 0.65% on the first $250 million of assets
0.60% on the next $250 million of assets
0.55% on assets in excess of $500 million
ING Global Real Estate Fund 1.00% of the first $250 million of assets
0.90% of the next $250 million of assets
0.80% of assets in excess of $500 million
ING Global Value Choice Fund 1.00% of the first $250 million of assets
0.90% of the next $250 million of assets
0.80% of the next $500 million of assets
0.75% of assets in excess of $1 billion
ING Greater China Fund 1.15% on the first $100 million of assets
1.05% on the next $150 million of assets
0.95% on assets in excess of $250 million
ING Index Plus International Equity Fund 0.55%
ING International Capital Appreciation Fund 0.85% on the first $500 million of assets
0.80% on the next $500 million of assets
0.75% on assets in excess of $1 billion
1
Annual Investment Management Fee
Series (as a percentage of average daily net assets)
ING International SmallCap Fund 1.00% of the first $500 million of assets
0.90% of the next $500 million of assets
0.85% of assets in excess of $1 billion
ING International Value Choice Fund 1.00%
2
