0001104659-09-012600 Sample Contracts

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • February 26th, 2009 • Ing Series Fund Inc • Delaware

This AGREEMENT made this 1st day of April, 2002, as amended and restated on December 31, 2008, between ING Series Fund, Inc. (the “Fund”), a Maryland corporation, on behalf of each series of the Fund, set forth on Amended Schedule A hereto (each a “Fund,” collectively, the “Funds”), as such schedule may be amended from time to time to add additional series, and ING Funds Services, LLC (the “Administrator”), a Delaware limited liability company.

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ALLOCATION AGREEMENT Directors & Officers Liability
Allocation Agreement • February 26th, 2009 • Ing Series Fund Inc

THIS AGREEMENT made as of this 26th day of September, 2002 by and among the Funds listed on Schedule A and any separate classes thereof and all future investment companies and any separate classes thereof (the “Funds”), which are named insureds under a joint liability policy as described below and for which ING Investments, LLC acts as investment manager are entered into under the following circumstances:

April 4, 2008
Expense Limitations Agreement • February 26th, 2009 • Ing Series Fund Inc

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, ING Investments, LLC (“IIL”), the Adviser to ING Strategic Allocation Conservative Fund, ING Strategic Allocation Growth Fund, and ING Strategic Allocation Moderate Fund, each a series of ING Series Fund, Inc., and ING VP Strategic Allocation Conservative Portfolio, ING VP Strategic Allocation Growth Portfolio, and ING VP Strategic Allocation Moderate Portfolio, each a Series of ING Strategic Allocation Portfolios, Inc. (collectively, the “Funds”), agrees that as a result of the conversion of each of the Funds to a fund-of-funds structure, IIL shall, from April 4, 2008 through and including April 4, 2011, waive all or a portion of its investment management fee and/or reimburse expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratios of the Funds shall be reflected as below:

AMENDED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 26th, 2009 • Ing Series Fund Inc

THIS AMENDED MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of April 28, 2006, is by and between Each Investment Company and/or Portfolio Series or Fund of Each Investment Company Identified on Schedule A Hereto (“Aeltus Funds”), and Deutsche Bank Securities, Inc. (“Deutsche Bank”).

AMENDED CUSTODIAL UNDERTAKING IN CONNECTION WITH MASTER REPURCHASE AGREEMENT
Custodial Undertaking in Connection With Master Repurchase Agreement • February 26th, 2009 • Ing Series Fund Inc

THIS AMENDED CUSTODIAL UNDERTAKING IN CONNECTION WITH MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2003, is by and between each Investment Company and/or Portfolio Series or Fund of each Investment Company Identified on Schedule A hereto (“Buyer”), Goldman, Sachs & Co. (“Seller”), and The Bank of New York (“Custodian”).

AMENDED CUSTODIAL UNDERTAKING IN CONNECTION WITH MASTER REPURCHASE AGREEMENT
Custodial Undertaking in Connection With Master Repurchase Agreement • February 26th, 2009 • Ing Series Fund Inc

THIS AMENDED CUSTODIAL UNDERTAKING IN CONNECTION WITH MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of November 3, 2003, is by and between each Investment Company and/or Portfolio Series or Fund of each Investment Company Identified on Schedule A hereto (“Buyer”), Goldman, Sachs & Co. (“Seller”), and The Bank of New York (“Custodian”).

AMENDED MASTER REPURCHASE AGREEMENT
Master Repurchase Agreement • February 26th, 2009 • Ing Series Fund Inc

THIS AMENDED MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of June 15, 2007, is by and between Each Investment Company and/or Portfolio Series or Fund of Each Investment Company Identified on Schedule A Hereto (“Aeltus Funds”), and Deutsche Bank Securities, Inc. (“Deutsche Bank”).

AMENDED CUSTODIAL UNDERTAKING IN CONNECTION WITH MASTER REPURCHASE AGREEMENT
Custodial Undertaking in Connection With Master Repurchase Agreement • February 26th, 2009 • Ing Series Fund Inc

THIS AMENDED CUSTODIAL UNDERTAKING IN CONNECTION WITH MASTER REPURCHASE AGREEMENT (the “Agreement”), dated as of July 7, 2003, is by and between each Investment Company and/or Portfolio Series or Fund of each Investment Company Identified on Schedule A hereto(“Buyer”), Goldman, Sachs & Co. (“Seller”), and The Bank of New York (“Custodian”).

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