FORM OF SUB-ADVISORY AGREEMENTSub-Advisory Agreement • October 21st, 2008 • Ing Series Fund Inc • Arizona
AGREEMENT made the day of , 2008, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Advisors B.V., an indirect wholly owned subsidiary of ING Groep N.V., domiciled in The Hague, The Netherlands
FORM OFIng Series Fund Inc • October 21st, 2008
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 Alternative Beta Fund, a newly established series of ING Series Fund, Inc. to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated September 15, 2008.
September 16, 2008 Ms. Katherine Dinella Vice President The Bank of New York Mellon - Securities LendingIng Series Fund Inc • October 21st, 2008
FORM OFAgency Agreement • October 21st, 2008 • Ing Series Fund Inc
October 22, 2008Underwriting Agreement • October 21st, 2008 • Ing Series Fund Inc
October 22, 2008 Todd Modic Senior Vice President ING Funds Services, LLCAdministration Agreement • October 21st, 2008 • Ing Series Fund Inc
FORM OFIng Series Fund Inc • October 21st, 2008
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 Alternative Beta Fund, a newly established series of ING Series Fund, Inc. to be included on the Amended Exhibit A to the Agreements as shown. This Amended Exhibit A supersedes the previous Amended Exhibit A dated September 15, 2008.
October 22, 2008Management Agreement • October 21st, 2008 • Ing Series Fund Inc
Pursuant to the Amended Investment Management Agreement dated April 1, 2004 between ING Series Fund, Inc. 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 Alternative Beta Fund (the “Fund”), a newly established series of ING Series Fund, Inc., effective October 22, 2008. Upon your acceptance, the Agreement will be modified to give effect to the foregoing as indicated on the Amended and Restated Schedule A of the Agreement. The Amended and Restated Schedule A, with the annual investment management fees indicated for the Fund, is attached hereto.
April 4, 2008Ing Series Fund Inc • October 21st, 2008
By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, ING Investments, LLC (“IIL”), the Adviser to ING Strategic Allocation Conservative Fund, ING Strategic Allocation Growth Fund, and ING Strategic Allocation Moderate Fund, each a series of ING Series Fund, Inc., and ING VP Strategic Allocation Conservative Portfolio, ING VP Strategic Allocation Growth Portfolio, and ING VP Strategic Allocation Moderate Portfolio, each a Series of ING Strategic Allocation Portfolios, Inc. (collectively, the “Funds”), agrees that as a result of the conversion of each of the Funds to a fund-of-funds structure, IIL shall, from April 4, 2008 through and including April 4, 2011, waive all or a portion of its investment management fee and/or reimburse expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratios of the Funds shall be reflected as below:
