0001193125-14-044790 Sample Contracts

SUB-ADVISORY AGREEMENT ING BALANCED PORTFOLIO, INC.
Sub-Advisory Agreement • February 11th, 2014 • Ing Balanced Portfolio Inc • 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”).

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INVESTMENT MANAGEMENT AGREEMENT ING BALANCED PORTFOLIO, INC.
Investment Management Agreement • February 11th, 2014 • Ing Balanced Portfolio Inc • New York

AGREEMENT dated May 7, 2013, between ING Balanced Portfolio, Inc. (the “Company”), a Maryland corporation, and ING Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • February 11th, 2014 • Ing Balanced Portfolio Inc • Delaware

This AGREEMENT made this 1st day of April, 2002, as amended and restated on March 14, 2013, between ING Balanced Portfolio, Inc. (formerly known as ING VP Balanced Portfolio, Inc.) (the “Fund”), a Maryland corporation, 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.

DISTRIBUTION AGREEMENT ING BALANCED PORTFOLIO, INC.
Distribution Agreement • February 11th, 2014 • Ing Balanced Portfolio Inc • Delaware

AGREEMENT dated May 7, 2013, by and between ING Balanced Portfolio, Inc. (the “Company”) and ING Investments Distributor, LLC (“Distributor”), a Delaware limited liability corporation.

February 29, 2012 Attention: President BNY Mellon Investment Servicing (US) Inc. Wilmington, Delaware 19809 Dear Sir or Madam:
Ing Balanced Portfolio Inc • February 11th, 2014

Pursuant to the Transfer Agency Services Agreement dated February 25, 2009, between ING Series Fund, Inc. and BNY Mellon Investment Servicing (US) Inc., formerly, PNC Global Investment Servicing (U.S.) Inc. (the “Agreement”), we hereby notify you of our intention to retain you as Transfer Agent and Dividend Disbursing Agent to render such services to ING Large Cap Growth Fund (the “Fund”), a newly established series of ING Series Fund, Inc., effective on February 29, 2012, 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 Exhibit A of the Agreement. This Amended Exhibit A supersedes the previous Amended Exhibit A dated November 30, 2011.

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