0001104659-09-027189 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 30th, 2009 • Ing Partners Inc • Delaware

AGREEMENT made this 30th day of April, 2009, between Directed Services LLC (the “Adviser”), a Delaware limited liability company, and Neuberger Berman Management LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of New York (the “Agreement”).

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September 15, 2008 Nick Horvath DST Systems, Inc.
Agency Agreement • April 30th, 2009 • Ing Partners Inc
TRANSFER AGENCY SERVICES AGREEMENT
Transfer Agency Services Agreement • April 30th, 2009 • Ing Partners Inc

THIS AGREEMENT (“Agreement”) is dated February 25, 2009 by and between PNC GLOBAL INVESTMENT SERVICING (U.S.) INC., a Massachusetts corporation (“PNC”), and each of the registered investment companies (each, a “Fund”) on behalf of all series thereof (each, a “Portfolio”) listed on Exhibit A attached hereto and made a part hereof.

May 1, 2009 Ms. Mary Jean Milner Vice President The Bank of New York Mellon
Ing Partners Inc • April 30th, 2009

Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement, Custody & Fund Accounting Fee Schedule, and Global Securities Fee Schedule, each dated January 6, 2003, and the Cash Reserve Agreement dated March 31, 2003 (the “Agreements”), we hereby notify you of the addition of ING RussellTM Large Cap Growth Index Portfolio, ING RussellTM Large Cap Value Index Portfolio, ING RussellTM Mid Cap Growth Index Portfolio, and ING Hang Seng Index Portfolio (collectively, the “Portfolios”), each a newly established series of ING Variable Portfolios, Inc., to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated October 31, 2008.

SECOND AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and OPPENHEIMERFUNDS, INC. ING PARTNERS, INC.
Advisory Agreement • April 30th, 2009 • Ing Partners Inc

This Second Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 8th day of November 2004, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and OppenheimerFunds, Inc., a Colorado Corporation (the “Sub-Adviser”).

September 6, 2008
Ing Partners Inc • April 30th, 2009
THIRD AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 30th, 2009 • Ing Partners Inc

This Amendment to the Investment Sub-Advisory Agreement (the “Agreement”) dated March 12, 2002, between Directed Services LLC (by virtue of a reorganization assumed all duties and obligations of former contracting party, ING Life Insurance and Annuity Company) (the “Adviser”) and Pacific Investment Management Company LLC (“Subadviser”), is entered into as of the 1st day of April, 2008.

Directed Services LLC
Ing Partners Inc • April 30th, 2009
SEVENTH AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and
Ing Partners Inc • April 30th, 2009

This Seventh Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 14th day of December 2000, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and T.Rowe Price Associates, Inc., a Maryland Corporation (the “Sub-Adviser”).

Directed Services LLC
Ing Partners Inc • April 30th, 2009
SIXTH AMENDMENT TO SUB-ADVISORY AGREEMENT ING PARTNERS, INC.
Sub-Advisory Agreement • April 30th, 2009 • Ing Partners Inc

This Sixth Amendment, effective as of July 7, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 14th day of December 2000, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and T.Rowe Price Associates, Inc., a Maryland corporation (the “Sub-Adviser”).

THIRD AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and UBS GLOBAL ASSET MANAGEMENT (AMERICAS) INC. ING PARTNERS, INC.
Ing Partners Inc • April 30th, 2009

This Third Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 1st day of May 2004, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and UBS Global Asset Management (Americas) Inc., a Delaware Corporation (the “Sub-Adviser”).

THIRD AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and OPPENHEIMER CAPITAL LLC ING PARTNERS, INC.
Ing Partners Inc • April 30th, 2009

This Third Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 19th day of November 2001, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and Oppenheimer Capital LLC (the “Sub-Adviser”).

May 1, 2009
Ing Partners Inc • April 30th, 2009
SIXTH AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and MORGAN STANLEY INVESTMENT MANAGEMENT INC. d/b/a VAN KAMPEN ING PARTNERS, INC.
Ing Partners Inc • April 30th, 2009

This Sixth Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 11th day of March 2002, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and Morgan Stanley Investment Management Inc. d/b/a Van Kampen, a Delaware corporation (the “Sub-Adviser”).

AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 30th, 2009 • Ing Partners Inc • Delaware

THIS AGREEMENT is entered into as of the 19th day of November, 2003, as amended and restated on November 30, 2008, by and between ING PARTNERS, INC., a Maryland corporation (the “Company”), on behalf of each of its series listed on Schedule A, and ING FUNDS SERVICES, LLC, a Delaware corporation (the “Administrator”), with respect to the following recital of facts:

SECOND AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and CLEARBRIDGE ADVISORS, LLC ING PARTNERS, INC.
Ing Partners Inc • April 30th, 2009

This Second Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 1st day of December 2005, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and ClearBridge Advisors, LLC (the “Sub-Adviser”).

AMENDMENT TO INVESTMENT SUBADVISORY AGREEMENT between ING Life Insurance and Annuity Company and Morgan Stanley Investment Management Inc.
Investment Subadvisory Agreement • April 30th, 2009 • Ing Partners Inc

AMENDMENT made as of this 1st day of June, 2005 to the Investment Subadvisory Agreement dated as of March 11, 2002, as amended (the “Agreement”), between ING Life Insurance and Annuity Company, an insurance corporation organized and existing under the laws of the State of Connecticut (the “Adviser”), and Morgan Stanley Investment Management Inc., a Delaware corporation, d/b/a Van Kampen (the “Subadviser”).

FIFTH AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and BAMCO, INC. ING PARTNERS, INC.
Ing Partners Inc • April 30th, 2009

This Fifth Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 11th day of March 2002, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and BAMCO, Inc., a New York corporation (the “Sub-Adviser”).

Directed Services LLC
Ing Partners Inc • April 30th, 2009
May 1, 2009
Ing Partners Inc • April 30th, 2009
THIRD AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and ING PARTNERS, INC.
Ing Partners Inc • April 30th, 2009

This Third Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 26th of March 2002, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and J.P. Morgan Investment Management Inc., a corporation organized and existing under the laws of the State of Delaware (the “Sub-Adviser”).

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FOURTH AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and AMERICAN CENTURY INVESTMENT MANAGEMENT, INC. ING PARTNERS, INC.
Ing Partners Inc • April 30th, 2009

This Fourth Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 29th day of March 2002 as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and American Century Investment Management, Inc., a Delaware corporation (the “Sub-Adviser”).

Directed Services LLC
Ing Partners Inc • April 30th, 2009
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
Administrative Services Agreement • April 30th, 2009 • Ing Partners Inc • Delaware

THIS AGREEMENT is entered into as of the 19th day of November, 2003, as amended and restated on November 30, 2008, by and between ING PARTNERS, INC., a Maryland corporation (the “Company”), on behalf of each of its series listed on Schedule A, and ING FUNDS SERVICES, LLC, a Delaware corporation (the “Administrator”), with respect to the following recital of facts:

FOURTH AMENDMENT TO INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and PACIFIC INVESTMENT MANAGEMENT COMPANY LLC ING PARTNERS, INC.
Ing Partners Inc • April 30th, 2009

This Fourth Amendment, effective as of August 1, 2008, amends the Investment Sub-Advisory Agreement (the “Agreement”) dated the 12th day of March 2002, as amended, between Directed Services LLC, a Delaware limited liability company (the “Adviser”) and Pacific Investment Management Company LLC, a Delaware limited liability company (the “Sub-Adviser”).

Directed Services LLC
Ing Partners Inc • April 30th, 2009
FORM OF
Letter Agreement • April 30th, 2009 • Ing Partners Inc
Directed Services LLC
Ing Partners Inc • April 30th, 2009
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