January 1, 2007 Michael Gioffre Senior Vice President ING Investment Management Co.

Exhibit 99.B(d)(2)(ii)

January 1, 2007

Xxxxxxx Xxxxxxx

Senior Vice President

ING Investment Management Co.

00 Xxxxx Xxxxx Xxxxxx

Hartford, CT 06103-3607

Dear Xx. Xxxxxxx:

Pursuant to the Sub-Advisory Agreement dated March 1, 2002 between ING Investments, LLC and ING Investment Management Co., as amended (the “Agreement”), we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to ING Growth and Income Fund (the “Fund”), a series of ING Series Fund, Inc., effective January 1, 2007, 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 Amended Schedule A of the Agreement.  The Amended Schedule A, with the annual sub-advisory fees indicated for the series, is attached hereto.

Amended Schedule A has also been updated by the removal of ING Classic Index Plus Fund, as this fund recently dissolved.

Please signify your acceptance to act as Sub-Adviser for the Fund by signing below where indicated.

Very sincerely,

/s/ Xxxx Xxxxx

Xxxx Xxxxx

Senior Vice President

ING Investments, LLC

ACCEPTED AND AGREED TO:

ING Investment Management Co.

By:	/s/ Xxxxxxx X. Xxxxxx
Name:	Xxxxxxx X. Xxxxxx
Title:	EVP, Duly Authorized

0000 X. Xxxxxxxxxx Xxxxx Xx.	Tel: 000-000-0000	ING Investments, LLC
Scottsdale, AZ 00000-0000	Fax: 000-000-0000
	xxx.xxxxxxxx.xxx

AMENDED SCHEDULE A

with respect to the

SUB-ADVISORY AGREEMENT

between

ING INVESTMENTS, LLC

and

ING INVESTMENT MANAGEMENT CO.

Series		Annual Sub-Advisory Fee
Brokerage Cash Reserves		0.090% on first $1 billion 0.086% on next $2 billion 0.081% over $3 billion
ING 130/30 Fundamental Research Fund		0.360% on first $500 million 0.3375% on next $500 million 0.315% over $1 billion
ING Aeltus Money Market Fund		0.180% on first $500 million 0.158% on next $500 million 0.153% on next $1 billion 0.149% on next $1 billion 0.135% over $3 billion
ING Balanced Fund		0.338% on first $500 million 0.304% on next $500 million 0.293% over $1 billion
ING Growth and Income Fund		0.3150% on first $250 million 0.2925% on next $250 million 0.2813% on next $250 million 0.2700% on next $1.25 billion 0.2475% over $2 billion
ING Growth Fund		0.315% on first $250 million 0.293% on next $250 million 0.281% on next $250 million 0.270% on next $1.25 billion 0.248% over $2 billion

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ING Index Plus LargeCap Fund		0.203% on first $500 million 0.191% on next $250 million 0.180% on next $1.25 billion 0.169% over $2 billion
ING Index Plus MidCap Fund		0.203% on first $500 million 0.191% on next $250 million 0.180% on next $1.25 billion 0.169% over $2 billion
ING Index Plus SmallCap Fund		0.203% on first $500 million 0.191% on next $250 million 0.180% on next $1.25 billion 0.169% over $2 billion
ING International Growth Fund		0.383% on first $250 million 0.360% on next $250 million 0.349% on next $250 million 0.338% on next $1.25 billion 0.315% over $2 billion
ING Small Company Fund		0.383% on first $250 million 0.360% on next $250 million 0.349% on next $250 million 0.338% on next $1.25 billion 0.326% over $2 billion
ING Strategic Allocation Conservative Fund		0.360% on first $500 million 0.349% on next $500 million 0.338% on next $500 million 0.326% on next $500 million 0.315% over $2 billion
ING Strategic Allocation Growth Fund		0.360% on first $500 million 0.349% on next $500 million 0.338% on next $500 million 0.326% on next $500 million 0.315% over $2 billion
ING Strategic Allocation Moderate Fund		0.360% on first $500 million 0.349% on next $500 million 0.338% on next $500 million 0.326% on next $500 million 0.315% over $2 billion

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