(d)(2)(iii)
[ING FUNDS LOGO]
January 1, 2007
Xxxxxxx Xxxxxxx
Senior Vice President
ING Investment Management Co.
00 Xxxxx Xxxxx Xxxxxx
Xxxxxxxx, XX 00000-0000
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
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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
2
SERIES ANNUAL SUB-ADVISORY FEE
------ -----------------------
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
3
