0001145443-13-001768 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • August 29th, 2013 • Ing Partners Inc • Delaware

AGREEMENT made this 7th day of May, 2013, between Directed Services LLC (the “Adviser”), a Delaware limited liability company (by virtue of a substitution effective as of January 1, 2007, assumed all duties and obligation of former contracting party, ING Life Insurance and Annuity Company) and Templeton Investment Counsel, LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of Delaware (the “Agreement”).

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INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and INVESCO ADVISERS, INC.
Investment Sub-Advisory Agreement • August 29th, 2013 • Ing Partners Inc • Maryland

WHEREAS, the Adviser has entered into an Investment Advisory Agreement dated as of the 7th day of May, 2013 (“Advisory Agreement”), with ING Partners, Inc. (“Company”), which is engaged in business as an open-end management investment company registered under the Investment Company Act of 1940 (“1940 Act”); and

INVESTMENT SUBADVISORY AGREEMENT Between Directed Services LLC and
Investment Subadvisory Agreement • August 29th, 2013 • Ing Partners Inc • Maryland

INVESTMENT SUBADVISORY AGREEMENT, made as of the 7th day of May, 2013 between Directed Services LLC, (the “Adviser”), a Delaware limited liability company (by virtue of a substitution effective as of January 1, 2007, assumed all duties and obligations of former contracting party Aetna Life Insurance and Annuity Company), and T. Rowe Price Associates, Inc. (“Subadviser”), a corporation organized and existing under the laws of the State of Maryland.

FORM OF INVESTMENT MANAGEMENT AGREEMENT ING PARTNERS, INC.
Investment Management Agreement • August 29th, 2013 • Ing Partners Inc • New York

AGREEMENT dated May 7, 2013, between ING Partners, Inc. (the “Company”), a Maryland Corporation, and Directed Services LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Delaware (the “Agreement”).

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT ING PARTNERS, INC.
Sub-Advisory Agreement • August 29th, 2013 • Ing Partners Inc

This First Amendment, effective as of July 15, 2013, amends the Sub-Advisory Agreement (the “Agreement”) dated the 7th day of May, 2013, as amended, between Directed Services LLC (the “Adviser”), a Delaware limited liability company, and Pioneer Investment Management, Inc., a Delaware corporation (the “Sub-Adviser”).

FORM OF SUB-ADVISORY AGREEMENT ING PARTNERS, INC.
Sub-Advisory Agreement • August 29th, 2013 • Ing Partners Inc • New York

AGREEMENT dated May 7, 2013, between Directed Services LLC, a Delaware limited liability company (the “Manager”), and ING Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).

Directed Services LLC
Sub-Advisory Agreement • August 29th, 2013 • Ing Partners Inc
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