Exhibit (d)(2)(ii)
SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT
ING SERIES FUND, INC.
This Second Amendment, effective as of January 1, 2007, amends the
Sub-Advisory Agreement (the "Agreement") dated the 1st day of March 2002, as
amended, between ING Investments, LLC, an Arizona limited liability company (the
"Manager") and ING Investment Management Co. (formerly Aeltus Investment
Management, Inc.), a Connecticut corporation (the "Sub-Adviser").
WITNESSETH
WHEREAS, the parties desire to amend the Agreement and agree that the
amendment will be effective as of January 1, 2007.
NOW, THEREFORE, the parties agree as follows:
1. The first two sentences of Section 15 are hereby deleted in their
entirety and replaced with the following:
15. DURATION AND TERMINATION. With respect to each Series identified
as a Series on SCHEDULE A hereto as in effect on the date of this
Amendment, unless earlier terminated with respect to any Series, this
Agreement shall continue in full force and effect through DECEMBER 31,
2007. Thereafter, unless earlier terminated with respect to a Series, the
Agreement shall continue in full force and effect with respect to each such
Series for periods of one year, provided that such continuance is
specifically approved at least annually by (i) the vote of a majority of
the Board of Directors of the Fund, or (ii) the vote of a majority of the
outstanding voting shares of the Series (as defined in the 1940 Act), and
provided that such continuance is also approved by the vote of a majority
of the Board of Directors of the Fund who are not parties to this Agreement
or "interested persons" (as defined in the 0000 Xxx) of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on
such approval.
With respect to any Series that was added to SCHEDULE A hereto as a
Series after the date of this Amendment, the Agreement shall become
effective on the later of (i) the date SCHEDULE A is amended to reflect the
addition of such Series as a Series under the Agreement or (ii) the date
upon which the shares of the Series are first sold to the public, subject
to the condition that the Fund's Board of Directors, including a majority
of those Directors who are not interested persons (as such term is defined
in the 0000 Xxx) of the Manager, and the shareholders of such Series, shall
have approved this Agreement. Unless terminated earlier as provided herein
with respect to any such Series, the Agreement shall continue in full force
and effect for a period of two years from the date of its effectiveness (as
identified above) with respect to that Series. Thereafter, unless earlier
terminated with respect to a Series, the Agreement shall continue in full
force and effect with respect to each such Series for periods of one year,
provided that such continuance is specifically approved at least annually
by (i) the vote of a majority of the
Board of Directors of the Fund, or (ii) by the vote of a majority of the
outstanding voting shares of the Series (as defined in the 1940 Act), and
provided that such continuance is also approved by the vote of a majority
of the Board of Directors of the Fund who are not parties to this Agreement
or "interested persons" (as defined in the 0000 Xxx) of the Fund or the
Manager, cast in person at a meeting called for the purpose of voting on
such approval.
2. Capitalized terms used herein and not otherwise defined shall have the
meanings ascribed to them in the Agreement.
3. In all other respects, the Agreement is hereby confirmed and remains in
full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
executed as of the day and year first above written.
ING INVESTMENTS, LLC
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx
Senior Vice President
ING INVESTMENT MANAGEMENT CO.
By: /s/ Xxxxxxx X. Xxxxxx
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Name: Xxxxxxx X. Xxxxxx
Title: EVP
