0001193125-13-474691 Sample Contracts

SUB-ADVISORY AGREEMENT ING MUTUAL FUNDS
Sub-Advisory Agreement • December 16th, 2013 • Ing Mutual Funds • New York

AGREEMENT dated July 1, 2013, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and Lazard Asset Management LLC, a Delaware limited liability company (the “Sub-Adviser”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 16th, 2013 • Ing Mutual Funds • Delaware

This AGREEMENT is made as of this 30th day of July, 2013 between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and CBRE Clarion Securities LLC, a Delaware limited liability company (the “Sub-Adviser”).

ING MUTUAL FUNDS Scottsdale, Arizona 85258 May 13, 2013
Underwriting Agreement • December 16th, 2013 • Ing Mutual Funds • New York

ING MUTUAL FUNDS is a Delaware business trust operating as an open-end management investment company (hereinafter referred to as the “Trust”). The Trust is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”), and its shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). The Trust, on behalf of each of the series listed on Schedule A hereto, which may be amended from time to time by ING Investments Distributor, LLC (each a “Fund,” collectively the “Funds”), desires to offer and sell the authorized but unissued shares of the Funds to the public in accordance with applicable federal and state securities laws.

SUB-ADVISORY AGREEMENT ING MUTUAL FUNDS
Sub-Advisory Agreement • December 16th, 2013 • Ing Mutual Funds • Pennsylvania

AGREEMENT dated May 13, 2013, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), ING Mutual Funds, a Delaware statutory trust (the “Fund”) and J.P. Morgan Investment Management Inc. (“Sub-Adviser”), a corporation organized under the laws of the State of Delaware.

INVESTMENT MANAGEMENT AGREEMENT ING MUTUAL FUNDS
Investment Management Agreement • December 16th, 2013 • Ing Mutual Funds • New York

AGREEMENT dated May 7, 2013, between ING Mutual Funds (the “Trust”), a Delaware statutory trust, and ING Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

July 1, 2013 Attention: Mutual Funds - Legal New York, NY 10017 Dear Sir or Madam:
Sub-Advisory Agreement • December 16th, 2013 • Ing Mutual Funds

Pursuant to the Sub-Advisory Agreement (the “Agreement”) dated May 13, 2013, between ING Investments, LLC, ING Mutual Funds and J.P. Morgan Investment Management Inc. (the “Sub-Adviser”) we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to ING Multi-Manager International Equity Fund, formerly ING International Growth Fund (the “Fund”), a series of ING Mutual Funds, effective July 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 Schedule A of the Agreement. The Amended Schedule A is attached hereto.

Contract
Investment Management Fee Waiver Agreement • December 16th, 2013 • Ing Mutual Funds

By this letter dated May 13, 2013, we agree to waive the investment management fee payable to us under the Investment Management Agreement, dated May 7, 2013 between ING Investments, LLC and ING Mutual Funds (the “Agreement”). Such waiver will be in an amount equal to the investment management fees allocated to, and otherwise payable by, the Class P shares of ING Global Bond Fund, a series of ING Mutual Funds, thereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.

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