0001193125-11-012882 Sample Contracts

SUB-ADVISORY AGREEMENT ING MUTUAL FUNDS
Sub-Advisory Agreement • January 24th, 2011 • Ing Mutual Funds • Arizona

This AGREEMENT is made as of this 15th day of December, 2010, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and Baillie Gifford Overseas Limited, an independent investment management firm based in Edinburgh, Scotland (the “Sub-Adviser”).

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FORM OF SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • January 24th, 2011 • Ing Mutual Funds • Delaware

This AGREEMENT is made as of this 1st day of February, 2011, between Fund ING Investments, LLC, an Arizona limited liability company (the “Manager”), and Thornburg Investment Management, Inc. (the “Sub-Adviser”), a corporation organized under the laws of the State of Delaware (the “Agreement”).

SUB-ADVISORY AGREEMENT ING MUTUAL FUNDS
Sub-Advisory Agreement • January 24th, 2011 • Ing Mutual Funds • Maryland

This AGREEMENT is made as of this 15th day of December, 2010, among ING Mutual Funds, a Delaware statutory trust (the “Fund”), ING Investments, LLC (the “Manager”), an Arizona limited liability company, and T. Rowe Price Associates, Inc. (the “Sub-Adviser”), a Maryland corporation.

FORM OF
Ing Mutual Funds • January 24th, 2011

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 International Core Fund (the “Fund”), a newly established series of ING Mutual Funds, effective on or about February 1, 2011, to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated December 14, 2010.

February 1, 2011
Ing Mutual Funds • January 24th, 2011

Pursuant to the Amended and Restated Administration Agreement dated November 30, 2008, as amended, between ING Mutual Funds 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 International Core Fund (the “Fund), a newly established series of ING Mutual Funds, effective on or about February 1, 2011, 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 Fund to the Amended Schedule A of the Agreement. The Amended Schedule A, with the annual administration fees indicated for the series, is attached hereto.

February 1, 2011 Todd Modic Senior Vice President ING Investments, LLC Scottsdale, AZ 85258 Dear Mr. Modic:
Investment Management Agreement • January 24th, 2011 • Ing Mutual Funds

Pursuant to the Amended and Restated Investment Management Agreement dated February 1, 2005, as amended, between ING Mutual Funds and ING Investments, LLC (the “Agreement”) we hereby notify you of our intention to retain you as Manager to render investment advisory services to ING International Core Fund (the “Fund”), a newly established series of ING Mutual Funds, effective on or about February 1, 2011, 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 Fund to the Amended Schedule A of the Agreement. The Amended Schedule A, with the annual investment management fee indicated for the Fund, is attached hereto.

February 1, 2011 Todd Modic Senior Vice President ING Investments Distributor, LLC Scottsdale, AZ 85258 Dear Mr. Modic:
Ing Mutual Funds • January 24th, 2011

Pursuant to the Underwriting Agreement dated September 23, 2002, as amended, between ING Mutual Funds and ING Investments Distributor, LLC (the “Agreement”) we hereby notify you of our intention to retain you as Underwriter to render underwriting services to ING International Core Fund (the “Fund”), a newly established series of ING Mutual Funds, effective on or about February 1, 2011, 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 Fund to the Amended Schedule A of the Agreement. The Amended Schedule A is attached hereto.

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