0001193125-14-044806 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT ING VARIABLE FUNDS
Investment Management Agreement • February 11th, 2014 • Ing Variable Funds • New York

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

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SUB-ADVISORY AGREEMENT ING VARIABLE FUNDS
Sub-Advisory Agreement • February 11th, 2014 • Ing Variable Funds • New York

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

DISTRIBUTION AGREEMENT ING VARIABLE FUNDS
Distribution Agreement • February 11th, 2014 • Ing Variable Funds • Delaware

AGREEMENT dated May 7, 2013, by and between ING Variable Funds (the “Trust”) and ING Investments Distributor, LLC (“Distributor”), a Delaware limited liability corporation.

FORM OF EXPENSE LIMITATION AGREEMENT ING VARIABLE FUNDS
Expense Limitation Agreement • February 11th, 2014 • Ing Variable Funds

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective January 1, 2014, by and between ING Investments, LLC (the “Investment Manager”) and ING Variable Funds (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • February 11th, 2014 • Ing Variable Funds • Delaware

This AGREEMENT made this 1st day of April, 2002, as amended and restated on March 14, 2013, between ING Variable Funds (the “Fund”), a Massachusetts business trust, on behalf of each series of the Fund, set forth on Amended Schedule A hereto (each a “Fund,” collectively, the “Funds”), as such schedule may be amended from time to time to add additional series, and ING Funds Services, LLC (the “Administrator”), a Delaware limited liability company.

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