0001104659-11-039310 Sample Contracts

SUB-ADVISORY AGREEMENT ING PARTNERS, INC.
Sub-Advisory Agreement • July 15th, 2011 • Ing Partners Inc • New York

This AGREEMENT is made as of this 7th day of June, 2011, between Directed Services LLC, a Delaware limited liability company (the “Manager”), and ING Investment Management Asia/ Pacific (Hong Kong) Limited, a Hong Kong limited liability company (the “Sub-Adviser”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • July 15th, 2011 • Ing Partners Inc • Delaware

AGREEMENT made this 1st day of May, 2010, between Directed Services LLC (the “Adviser”), a limited liability company organized in the state of Delaware, and Columbia Management Investment Advisers, LLC (formerly, RiverSource Investments, LLC) (the “Sub-Adviser”), a limited liability company organized under the laws of the State of Minnesota (the “Agreement”).

Directed Services LLC May 1, 2011 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Ing Partners Inc • July 15th, 2011

Pursuant to the Sub-Advisory Agreement dated October 31, 2005, as amended, between Directed Services LLC and Davis Selected Advisers, LP, (the “Sub-Advisory Agreement”) the sub-advisory fee for ING Davis New York Venture Portfolio (the “Portfolio”), was reduced on September 1, 2009.

Directed Services LLC January 21, 2011 Directed Services LLC West Chester, PA 19380 Ladies and Gentlemen:
Ing Partners Inc • July 15th, 2011

Directed Services LLC (“DSL”) and ING Investment Management Co. (“IIM”) are parties to an Interim Sub-Advisory Agreement dated on or about January 21, 2011, which will be replaced by a Permanent New Sub-Advisory Agreement dated on or about June 7, 2011 (together, the “Agreements”), subject to shareholder approval. Under the Agreements, DSL has agreed to pay IIM an annual sub-advisory fee with respect to ING Global Bond Portfolio (formerly, ING Oppenheimer Global Strategic Income Portfolio, the “Portfolio”) that is reflected in the table below under the heading “Annual Sub-Adviser Fee.”

Directed Services LLC May 1, 2011 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Ing Partners Inc • July 15th, 2011

Pursuant to the Investment Sub-Advisory Agreement dated March 29, 2002, as amended, between Directed Services LLC and American Century Investment Management, Inc., (the “Sub-Advisory Agreement”) the sub-advisory fee for ING American Century Small-Mid Cap Value Portfolio (the “Portfolio”) was reduced on January 19, 2006.

Directed Services LLC June 7, 2011 Directed Services LLC West Chester, PA 19380 Ladies and Gentlemen:
Ing Partners Inc • July 15th, 2011

Directed Services LLC (“DSL”) and ING Investment Management Advisors B.V. (“IIMA B.V.”) are parties to a Sub-Advisory Agreement dated June 7, 2011 (the “Agreement”), subject to shareholder approval. Under the Agreement, DSL has agreed to pay IIMA B.V. an annual sub-advisory fee with respect to ING Global Bond Portfolio (formerly, ING Oppenheimer Global Strategic Income Portfolio, the “Portfolio”) that is reflected in the table below under the heading “Annual Sub-Adviser Fee.”

Directed Services LLC May 1, 2011
Ing Partners Inc • July 15th, 2011

Pursuant to the Portfolio Management Agreement dated October 24, 1997 and amended and restated January 21 2011, as amended, among ING Investors Trust, Directed Services LLC, and T. Rowe Price Associates, Inc. on behalf of ING T. Rowe Price Equity Income Portfolio (“TRP Equity Income Portfolio”), a series of ING Investors Trust, and pursuant to the Investment Subadvisory Agreement dated December 14, 2000, as amended, between Directed Services LLC and T. Rowe Price Associates, Inc., on behalf of ING T. Rowe Price Growth Equity Portfolio, a series of ING Partners, Inc. (“TRP Growth Equity Portfolio,” and together with TRP Equity Income Portfolio, the “Portfolios”), the sub-advisory fee rates for the Portfolios were reduced on June 1, 2010, and the sub-advisory fee rate for TRP Equity Income Portfolio was further reduced on May 1, 2011.

Directed Services LLC May 1, 2011 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Ing Partners Inc • July 15th, 2011

Pursuant to the Sub-Advisory Agreement dated April 28, 2006, as amended, between Directed Services LLC and Columbia Management Advisors, LLC, (the “Sub-Advisory Agreement”) the sub-advisory fee for ING Columbia Small Cap Value II Portfolio (the “Portfolio”), formerly known as ING Columbia Small Cap Value Portfolio, was reduced on August 29, 2008 and was further reduced on May 1, 2009.

Directed Services LLC May 1, 2011 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Ing Partners Inc • July 15th, 2011

Pursuant to the Investment Sub-Advisory Agreement dated March 11, 2002, as amended, between Morgan Stanley Investment Management Inc. d/b/a Van Kampen and Directed Services LLC (“DSL”), which was replaced by the Investment Sub-Advisory Agreement dated June 1, 2010 between Invesco Advisers, Inc. and DSL as a result of a change of control (the “Sub-Advisory Agreement”), the sub-advisory fee for ING Invesco Van Kampen Comstock Portfolio (the “Portfolio”), formerly known as ING Van Kampen Comstock Portfolio, was reduced on June 1, 2005, and further reduced on April 30, 2007.

Directed Services LLC May 1, 2011 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Ing Partners Inc • July 15th, 2011

Pursuant to the Investment Sub-Advisory Agreement dated December 14, 2000, as amended, between Directed Services LLC and T. Rowe Price Associates, Inc., (the “Sub-Advisory Agreement”) the sub-advisory fee for ING T. Rowe Price Growth Equity Portfolio (the “Portfolio”) was reduced on May 1, 2007.

Directed Services LLC June 7, 2011 Directed Services LLC West Chester, PA 19380 Ladies and Gentlemen:
Ing Partners Inc • July 15th, 2011

Directed Services LLC (“DSL”) and ING Investment Management Asia/Pacific (Hong Kong) Limited (“IIM Asia/Pacific”) are parties to a Sub-Advisory Agreement dated on or about June 7, 2011 (the “Agreement”), subject to shareholder approval. Under the Agreement, DSL has agreed to pay IIM Asia/Pacific an annual sub-advisory fee with respect to ING Global Bond Portfolio (formerly, ING Oppenheimer Global Strategic Income Portfolio, the “Portfolio”) that is reflected in the table below under the heading “Annual Sub-Adviser Fee.”

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