August 1, 2010 ING Series Fund, Inc.

Exhibit (d)(5)(ii)

August 1, 2010

ING Series Fund, Inc.

0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx

Xxxxxxxxxx, Xxxxxxx 00000

Re: Money Market Fund Expense Limitation Agreement for ING Money Market Fund

Ladies and Gentlemen:

In accordance with the Money Market Fund Expense Limitation Agreement between ING Investments, LLC (the “Investment Manager”), ING Funds Distributor, LLC (the “Distributor”), and ING Series Fund, Inc. (the “Registrant”), on behalf of ING Money Market Fund, a series of the Registrant, dated December 15, 2008 (the “Money Market Fund Expense Limitation Agreement”), the Distributor and the Investment Manager have contractually agreed to waive a portion of their distribution and/or shareholder servicing fees and advisory fees, as applicable, and to reimburse certain expenses of the Registrant to the extent necessary to assist the Registrant in maintaining a yield of not less than zero. By our execution of this letter agreement, intending to be legally bound hereby, the Distributor and the Investment Manager agree, from August 1, 2010 through and including August 1, 2011, to waive a portion of their distribution and/or shareholder servicing fees and advisory fees, as applicable, and to reimburse certain expenses of the Registrant to the extent necessary to assist the Registrant in maintaining a yield of not less than zero. Upon your acceptance, the Money Market Fund Expense Limitation Agreement will be modified to give effect to the foregoing by amending Schedule A of the Money Market Fund Expense Limitation Agreement. The Amended Schedule A is attached hereto.

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0000 X. Xxxxxxxxxx Xxxxx Xx. Xxxxxxxxxx, XX 00000-0000 Tel: 000-000-0000 Fax: 000-000-0000 xxx.xxxxxxxx.xxx ING Funds Distributor, LLC ING Investments, LLC

August 1, 2010

Page 2 of 2

Please indicate your agreement to this term extension by executing below in the place indicated. This letter agreement shall terminate upon termination of the Money Market Fund Expense Limitation Agreement.

						ING Investments, LLC
						By:		/s/ Xxxx Xxxxx
								Xxxx Xxxxx
								Senior Vice President
						ING Funds Distributor, LLC
						By:		/s/ Xxxx Xxxxx
								Xxxx Xxxxx
								Senior Vice President
Agreed and Accepted:
ING Series Fund, Inc.
By:		/s/ Xxxxxxxx X. Xxxxxxxx
		Xxxxxxxx X. Xxxxxxxx
		Senior Vice President

AMENDED SCHEDULE A

to the

MONEY MARKET FUND EXPENSE LIMITATION AGREEMENT

ING SERIES FUND, INC.

OPERATING EXPENSE LIMITS

Name of Fund		Expiration of Term of Money Market Fund Expense Limitation Agreement
ING Money Market Fund		Term Expires August 1, 2011

/s/ HE

HE

Date Last Amended: August 1, 2010