0001193125-09-259321 Sample Contracts

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 23rd, 2009 • Ing Mutual Funds • Massachusetts

AGREEMENT made this 29 th day of September, 2009, between ING Investments, LLC, an Arizona limited liability company (the “Manager”) and Artio Global Management LLC, a Delaware limited liability company (the “Sub-Adviser”).

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FOURTH AMENDMENT TO SUB-ADVISORY AGREEMENT ING MUTUAL FUNDS
Sub-Advisory Agreement • December 23rd, 2009 • Ing Mutual Funds

This Fourth Amendment, effective as of August 1, 2008, amends the Sub-Advisory Agreement (the “Agreement”) dated the 1st day of August, 2003, as amended, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co. (formerly Aeltus Investment Management, Inc.), a Connecticut corporation (the “Sub-Adviser”).

June 1, 2009 Attention: Erin Brenner Schroder Investment Management North America, Inc. New York, NY 10022 Dear Sir or Madam:
Sub-Advisory Agreement • December 23rd, 2009 • Ing Mutual Funds

Pursuant to Section 6 of the Sub-Advisory Agreement dated December 17, 2007 between ING Investments, LLC and Schroder Investment Management North America, Inc., as amended (the “Agreement”), we hereby notify you of our intention to modify the sub-advisory fees payable to Schroder Investment Management North America, Inc. for ING International SmallCap Multi-Manager Fund (the “Fund”), effective June 1, 2009, upon all of the terms and conditions set forth in the Agreement.

May 28, 2009 Todd Modic Senior Vice President ING Investments, LLC Scottsdale, AZ 85258 Ladies and Gentlemen:
Sub-Advisory Agreement • December 23rd, 2009 • Ing Mutual Funds

Pursuant to the Amended and Restated Sub-Advisory Agreement dated December 5, 2002, as amended, between ING Investment Management Advisors B.V. (“IIMA BV”), sub-adviser to the ING Emerging Countries Fund, a series of ING Mutual Funds, (the “Fund”) and ING Investments, LLC, the sub-advisory fee rate payable by ING Investments, LLC for the Fund was reduced on May 28, 2008.

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