March 28, 2013 Mr. Peter Rigopoulos Managing Director and Senior Relationship Manager BNY Mellon Asset Servicing Westborough, MA 01581 Dear Mr. Rigopolous:Ing Partners Inc • April 29th, 2013
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, and Fund Accounting Agreement, each dated January 6, 2003, the Cash Reserve Agreement, dated March 31, 2003, the Custody & Fund Accounting Fee Schedule For ING Funds and the Global Securities Fee Schedule For ING Funds, each effective January 1, 2008, and the Letter of Instruction and Indemnification Agreement In Connection With Signature Guarantees and Signature Verifications, dated January 12, 2011, (collectively, the “Agreements”), we hereby notify you of the addition of ING Global Perspectives Fund, ING Global Perspectives Portfolio, and ING Solution Aggressive Portfolio (collectively, the “Funds”), each a newly established series of ING Mutual Funds, ING Investors Trust, and ING Partners, Inc. respectively, effective on March 28, 2013, May 1, 2013, and May 1, 2013, respectively, to be included on the Amended Exhibit A to the Agreements, as shown. This Amended Exhibit A supersedes the
March 28, 2013 Attention: President BNY Mellon Investment Servicing (US) Inc. Wilmington, Delaware 19809 Dear Sir or Madam:Transfer Agency Services Agreement • April 29th, 2013 • Ing Partners Inc
Pursuant to the Transfer Agency Services Agreement, dated February 25, 2009, between the Funds (as defined in the Agreement) and BNY Mellon Investment Servicing (US) Inc., formerly, PNC Global Investment Servicing (U.S.) Inc., as amended (the “Agreement”), we hereby notify you of our intention to retain you as Transfer Agent and Dividend Disbursing Agent to render such services to ING Global Perspectives Fund, ING Global Perspectives Portfolio, and ING Solution Aggressive Portfolio (collectively, the “Funds”), each a newly established series of ING Mutual Funds, ING Investors Trust, and ING Partners, Inc., respectively, effective on March 28, 2013, May 1, 2013, and May 1, 2013, respectively, 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 above-mentioned Funds to the Amended Exhibit A of the Agreement. This Amended Exhibit A supersedes the previous Amended Exhibit A, date
March 28, 2013 Mr. Peter Rigopoulos Managing Director and Senior Relationship Manager BNY Mellon Asset Servicing Westborough, MA 01581 Dear Mr. Rigopolous:Ing Partners Inc • April 29th, 2013
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, and Fund Accounting Agreement, each dated January 6, 2003, the Cash Reserve Agreement, dated March 31, 2003, the Custody & Fund Accounting Fee Schedule For ING Funds and the Global Securities Fee Schedule For ING Funds, each effective January 1, 2008, and the Letter of Instruction and Indemnification Agreement In Connection With Signature Guarantees and Signature Verifications, dated January 12, 2011, (collectively, the “Agreements”), we hereby notify you of the addition of ING Global Perspectives Fund, ING Global Perspectives Portfolio, and ING Solution Aggressive Portfolio (collectively, the “Funds”), each a newly established series of ING Mutual Funds, ING Investors Trust, and ING Partners, Inc. respectively, effective on March 28, 2013, May 1, 2013, and May 1, 2013, respectively, to be included on the Amended Exhibit A to the Agreements, as shown. This Amended Exhibit A supersedes the
Directed Services LLC May 1, 2013 Mr. Greg Buzzell Columbia Management Investment Advisers, LLC Routing BX28/09516 Boston, MA 02110 Dear Mr. Buzzell:Sub-Advisory Agreement • April 29th, 2013 • Ing Partners Inc
Pursuant to the Sub-Advisory Agreement dated May 1, 2010, between Directed Services LLC and Columbia Management Investment Advisers, LLC (the “Agreement”), we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to ING Columbia Contrarian Core Portfolio, formerly ING Davis New York Venture Portfolio (“Columbia Contrarian Core Portfolio”), and to modify the sub-advisory fees payable to Columbia Management Investment Advisers, LLC for ING Columbia Small Cap Value II Portfolio (“Columbia Small Cap Value II Portfolio”), each a series of ING Partners, Inc., effective on May 1, 2013, upon all of the terms and conditions set forth in the Agreement.
Directed Services LLC May 1, 2013 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 29th, 2013 • Ing Partners Inc
Pursuant to the Sub-Advisory Agreement dated April 28, 2006, as amended, between Directed Services LLC (“DSL”) and Columbia Management Advisers, 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 May 1, 2013.
Directed Services LLC May 1, 2013 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Sub-Advisory Agreement • April 29th, 2013 • Ing Partners Inc
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 Comstock Portfolio (the “Portfolio”), formerly known as ING Invesco Van Kampen Comstock Portfolio, was reduced on June 1, 2005, and further reduced on April 30, 2007.
May 1, 2013 Mr. Michael J. Roland ING Investments Distributor, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Roland:Distribution Agreement • April 29th, 2013 • Ing Partners Inc
Pursuant to the Distribution Agreement (the “Agreement”) dated January 1, 2007 between ING Partners, Inc. and ING Investments Distributor, LLC (formerly, ING Funds Distributor, LLC) we hereby notify you of our intention to retain you as Distributor to render such services to ING Solution Aggressive Portfolio, a newly established series of ING Partners, Inc. (the “Portfolio”), effective on May 1, 2013, 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 Portfolio to the Amended Schedule A of the Agreement. The Amended Schedule A is attached hereto.
Directed Services LLC May 1, 2013 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Sub-Advisory Agreement • April 29th, 2013 • Ing Partners Inc
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 May 1, 2013 ING Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Sub-Advisory Agreement • April 29th, 2013 • Ing Partners Inc
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 April 28, 2006.
Directed Services LLCInvestment Advisory Agreement • April 29th, 2013 • Ing Partners Inc
Pursuant to the Investment Advisory Agreement dated May 1, 2003, as amended, (the “Agreement”) between ING Partners, Inc. (“IPI”) and ING Life Insurance and Annuity Company, succeeded by Directed Services LLC (“DSL”) pursuant to the Substitution Agreement dated January 1, 2007 between IPI and DSL, we hereby notify you of our intention to retain you as Adviser to render investment advisory services to ING Solution Aggressive Portfolio, a newly established series of IPI (the “Portfolio”), effective as of May 1, 2013, 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 amending the Amended Schedule A and the Amended Schedule B of the Agreement. The Amended Schedule A and the Amended Schedule B are attached hereto. The remaining terms and conditions set forth in the Agreement will remain unchanged.
May 1, 2013Service Agreement • April 29th, 2013 • Ing Partners Inc
By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, ING Investments Distributor, LLC (the “Distributor”) agrees to waive, from May 1, 2013 through May 1, 2014, a portion of its service fee and/or reimburse expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratio of the Service Class shares of ING Baron Growth Portfolio, formerly known as ING Baron Small Cap Growth Portfolio, a series of ING Partners, Inc., shall be as follows:
March 28, 2013 Ms. Katherine Dinella Vice President The Bank of New York Mellon - Securities Lending New York, NY 10166 Dear Ms. Dinella:Securities Lending Agreement and Guaranty • April 29th, 2013 • Ing Partners Inc
Pursuant to the terms and conditions of the Securities Lending Agreement and Guaranty, dated August 7, 2003, and the Subscription Agreement for Registered Investment Companies, dated August 8, 2003, (together, the “Agreements”), we hereby notify you of the addition of ING Global Perspectives Fund, ING Global Perspectives Portfolio, and ING Solution Aggressive Portfolio (collectively, the “Funds”), each a newly established series of ING Mutual Funds, ING Investors Trust, and ING Partners, Inc., respectively, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A, dated December 17, 2012, and is attached hereto.
Directed Services LLC May 1, 2013 Christopher Kurtz Vice President, Finance ING Investment Management Co. LLC One Orange Way, C1-N Windsor, CT 06095 Dear Mr. Kurtz:Sub-Advisory Agreement • April 29th, 2013 • Ing Partners Inc
Pursuant to the Sub-Advisory Agreement, dated June 7, 2011, between Directed Services LLC and ING Investment Management Co., now known as ING Investment Management Co. LLC, as amended (the “Agreement”), we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to ING Solution Aggressive Portfolio (the “Portfolio”), a newly established series of ING Partners, Inc., effective on May 1, 2013, upon all of the terms and conditions set forth in the Agreement and subject to shareholder approval of the Agreement. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the Portfolio to the Amended Schedule A of the Agreement. The Amended Schedule A, with the annual sub-advisory fees indicated for the Portfolio, is attached hereto.
Form ofExpense Limitation Agreement • April 29th, 2013 • Ing Partners Inc
Directed Services LLC (“DSL”) and ING Partners, Inc. (“IPI”) have entered into the Amended and Restated Expense Limitation Agreement, dated January 1, 2007, as amended (the “ELA”). The ELA provides that DSL will limit the expense ratios of ING Global Bond Portfolio, formerly, ING Oppenheimer Global Strategic Income Portfolio (the “Portfolio”) through waivers of advisory fees and reimbursements of expenses. The expense limits were increased on May 1, 2013 with respect to the Portfolio.
Directed Services LLC May 1, 2013Portfolio Management Agreement • April 29th, 2013 • Ing Partners Inc
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.
May 1, 2013Administrative Services Agreement • April 29th, 2013 • Ing Partners Inc
Pursuant to the Amended and Restated Administrative Services Agreement dated November 19, 2003, as amended, between ING Partners, Inc. and ING Funds Services, LLC (the “Agreement”) we hereby notify you of our intention to retain you as Administrator to render administrative and other services to ING Solution Aggressive Portfolio (the “Portfolio”), 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 amending the Amended Schedule A and Amended Schedule B of the Agreement. The Amended Schedule A and Amended Schedule B are attached hereto.
Form ofSub-Advisory Agreement • April 29th, 2013 • Ing Partners Inc
Pursuant to the Sub-Advisory Agreement, dated June 7, 2011, as amended (the “Sub-Advisory Agreement”), between Directed Services LLC (“DSL”) and ING Investment Management Co., now known as ING Investment Management Co. LLC (“IIM”), the sub-advisory fee for ING Global Bond Portfolio (formerly, ING Oppenheimer Global Strategic Income Portfolio, the “Portfolio”) was reduced on January 21, 2011 in connection with the sub-adviser change to IIM.
