SHAREHOLDER SERVICES AGREEMENT FOR ING SERIES FUND, INC.

Exhibit (m)(7)

SHAREHOLDER SERVICES AGREEMENT

FOR

ING SERIES FUND, INC.

ING Funds Distributor, LLC (the “Distributor”) serves as the principal underwriter to ING Series Fund, Inc. (“ISFI”), a Maryland Corporation registered as a management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), in connection with the Class O shares of ISFI’s separate series of shares (the “Funds”) listed on the attached Schedule A. The Distributor appoints ING Direct Securities, Inc. (“ING Direct”) to provide shareholder services pursuant to this Shareholder Services Agreement (the “Agreement”).

1. In consideration of the provision of shareholder services and/or account maintenance services to direct or indirect beneficial owners of Class O Shares of the Funds (“Class O Shares”), the Distributor shall pay ING Direct a fee periodically. Attached to this Agreement as Schedule B is a list of certain types of services that are contemplated to be provided in accordance with this Agreement.

2. ISFI has adopted a Shareholder Services Plan under Rule 12b-1 (the “Plan”), under which the Distributor may make distribution and/or shareholder services payments to services providers, such as ING Direct, under the Plan. In consideration of the services under this Agreement, the Distributor agrees to pay to ING Direct quarterly a service fee at an annual rate equal to twenty-five basis points (0.25%) of the average daily net asset value of the Class O Shares of each Fund. For purposes of computing the payments to ING Direct under this paragraph, the average daily net asset value of the Class O Shares each quarter shall be computed by totaling each Fund’s holdings in Class O (Class O Share net asset value multiplied by total number of Class O Shares) on each business day during the quarter and dividing by the total number of business days during such period. The payment to ING Direct under this paragraph shall be calculated at the end of each quarter and will be paid to ING Direct within thirty (30) days thereafter.

3. The Distributor shall pay ING Direct the total of the fees calculated for each Series for any period with respect to which such calculations are made within 45 days after the close of such period.

4. The Distributor reserves the right to withhold payment with respect to Class O Shares purchased and redeemed or repurchased by ISFI within seven (7) business days after the date of confirmation of such purchase.

5. Neither ING Direct nor any of its employees or agents is authorized to make any representation concerning shares of ISFI except those contained in the then-current Prospectus or annual or semi-annual reports to shareholders for ISFI, and ING Direct shall have no authority to act as agent for ISFI outside the parameters of this Agreement.

6. The Agreement shall have an initial one year term commencing on the date of this Agreement. Thereafter, this Agreement shall automatically renew for successive annual periods; provided, however, that such continuance is subject to termination with respect to a Fund at any time without penalty if the Plan is terminated for that Fund in accordance with Rule 12b-1 under the 1940 Act. This Agreement also may be terminated by a party upon sixty (60) days’ written notice to the other party.

7. The Agreement may not be assigned to any person without the Distributor’s written consent, except that no such consent shall be required in order for ING Direct to assign all of its rights and responsibilities under the Agreement to Sharebuilder Securities Corporation.

8. ING Direct shall comply with all applicable state and Federal laws and the rules and regulations of authorized regulatory agencies.

9. This Agreement and any Schedule to this Agreement may not be revised except by mutual written agreement between the parties and any material amendment to the Agreement must be approved by a vote of a majority of the Independent Trustees of ISFI. This Agreement may be revised only upon 60 days’ written notice or upon such shorter notice as the parties may mutually agree.

10. All communications to the Distributor shall be sent to:

ING Funds Distributor, LLC

0000 X. Xxxxxxxxxx Xxxxx Xx.

Xxxxxxxxxx, XX 00000

Attention: Xxxxxx Xxxxxxxxx, Vice President

Any notice to ING Direct shall be sent to:

ING Direct Securities, Inc.

0 Xxxxx Xxxxxx Xxxxxx

Xxxxxxxxxx, XX 00000

Attention: Xxxxxx Xxxxxx

11. This Agreement shall be construed in accordance with the laws of the State of Delaware provided that nothing in this Agreement shall be construed in a manner inconsistent with the 1940 Act or the rules or orders of the U.S. Securities and Exchange Commission under the 1940 Act, and shall be interpreted and construed to further and promote the operation of the ISFI as an open-end investment company.

12. This agreement may be executed in counterparts.

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IN WITNESS WHEREOF, the undersigned parties have executed this Agreement as of the 19th day of August, 2008.

ING FUNDS DISTRIBUTOR, LLC				ING DIRECT SECURITIES, INC.
By:		/s/ Xxxx Xxxxx		By:		/s/ Xxxxxx Minias
Name:		Xxxx Xxxxx		Name:		Xxxxxx Minias
Title:		Senior Vice President		Title:		President, IDSI

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SCHEDULE A

ING Money Market Fund

ING Balanced Fund

ING Global Science and Technology Fund

ING Growth and Income Fund

ING Index Plus LargeCap Fund

ING Index Plus MidCap Fund

ING Index Plus SmallCap Fund

ING Small Company Fund

ING Strategic Allocation Moderate Fund

ING Strategic Allocation Growth Fund

ING Strategic Allocation Conservative Fund

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SCHEDULE B

TO THE SHAREHOLDER SERVICES AGREEMENT RELATING

TO ING SERIES FUND, INC.

The types of shareholder services which may be compensated pursuant to the Agreement include, but are not necessarily limited to, the following:

1. Teleservicing support in connection with existing investments in the Funds;

2. Delivery and responding to inquiries respecting ISFI prospectuses, reports, notices, proxies and proxy statements and other information respecting the Funds;

3. The conveyance of information relating to shares purchased and redeemed and share balances to the ISFI;

4. Provision of support services including providing information about the ISFI and its Funds and answering questions respecting the ISFI and its Funds, including questions respecting shareholders’ interest in one or more Funds;

5. Services associated with inclusion of the Funds on the ING Direct Platform and maintenance of Orange Investment Accounts; and

6. Provision of other services as may be agreed to from time to time.

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