September 30, 2011 Todd Modic Senior Vice President ING Investments, LLC Scottsdale, AZ 85258 Dear Mr. Modic:

(d)(1)(ii)

September 30, 2011

Xxxx Xxxxx

Senior Vice President

ING Investments, LLC

0000 X. Xxxxxxxxxx Xxxxx Xxxx, Xxxxx 000

Scottsdale, AZ  85258

Dear Xx. Xxxxx:

Pursuant to the Amended and Restated Investment Management Agreement dated February 1, 2005, as amended, 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 Emerging Markets Equity Fund (the “Fund”), a newly established series of ING Mutual Funds, effective on September 30, 2011, 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 the Amended Schedule A of the Agreement.  The Amended Schedule A, with the annual investment management fee indicated for the Fund, is attached hereto.  

Please signify your acceptance to act as Manager under the Agreement with respect to the aforementioned Fund by signing below where indicated.

Very sincerely,

By:

/s/ Xxxxxxxx X. Xxxxxxxx

Xxxxxxxx X. Xxxxxxxx

Senior Vice President

ING Mutual Funds

ACCEPTED AND AGREED TO:

ING Investments, LLC

By:

/s/ Xxxx Xxxxx

Xxxx Xxxxx

Senior Vice President

0000 X. Xxxxxxxxxx Xxxxx Xx., Xxxxx 000 Xxxxxxxxxx, XX 00000-0000 Tel: 000-000-0000 Fax: 000-000-0000 xxx.xxxxxxxx.xxx ING Mutual Funds

AMENDED SCHEDULE A

with respect to the

AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT

between

ING MUTUAL FUNDS

and

ING INVESTMENTS, LLC

Series	Annual Investment Management Fee (as a percentage of average daily net assets)
ING Diversified International Fund	0.00%
ING Emerging Countries Fund	1.00%
ING Emerging Markets Equity Fund	1.00%
ING Global Bond Fund	0.40%
ING Global Real Estate Fund	0.80% of the first $250 million of assets 0.775% of the next $250 million of assets 0.70% of assets in excess of $500 million
ING Global Value Choice Fund	0.90% on the first $500 million 0.80% on the next $500 million 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
ING International Core Fund	0.75%

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Series	Annual Investment Management Fee (as a percentage of average daily net assets)
ING International Growth Fund	0.75%
ING International Real Estate Fund	1.00% on the first $250 million of assets 0.90% on the next $250 million of assets 0.80% on assets in excess of $500 million
ING International SmallCap Multi-Manager 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%

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