0001193125-14-044763 Sample Contracts

SUB-ADVISORY AGREEMENT ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
Sub-Advisory Agreement • February 11th, 2014 • Ing Strategic Allocation Portfolios Inc • New York

AGREEMENT dated May 7, 2013, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).

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INVESTMENT MANAGEMENT AGREEMENT ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
Investment Management Agreement • February 11th, 2014 • Ing Strategic Allocation Portfolios Inc • New York

AGREEMENT dated May 7, 2013, between ING Strategic Allocation Portfolios, Inc. (the “Company”), a Maryland corporation, and ING Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • February 11th, 2014 • Ing Strategic Allocation Portfolios Inc • Maryland

This AGREEMENT made this 1st day of April, 2002, as amended and restated on March 14, 2013, between ING Strategic Allocation Portfolios, 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.

DISTRIBUTION AGREEMENT ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
Distribution Agreement • February 11th, 2014 • Ing Strategic Allocation Portfolios Inc • Delaware

AGREEMENT made May 7, 2013, by and between ING Strategic Allocation Portfolios, Inc. (the “Company”) and ING Investments Distributor, LLC (“Distributor”), a Delaware corporation.

EXPENSE LIMITATION AGREEMENT ING STRATEGIC ALLOCATION PORTFOLIOS, INC.
Expense Limitation Agreement • February 11th, 2014 • Ing Strategic Allocation Portfolios Inc

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), is effective May 7, 2013, by and between ING Investments, LLC (the “Investment Manager”) and ING Strategic Allocation Portfolios, Inc. (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.

Contract
Ing Strategic Allocation Portfolios Inc • February 11th, 2014

By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, ING Investments, LLC (“IIL”), the adviser to ING Capital Allocation Fund (“Capital Allocation Fund”), formerly ING Strategic Allocation Conservative Fund, a series of ING Series Fund, Inc., and ING Strategic Allocation Conservative Portfolio, ING Strategic Allocation Growth Portfolio, and ING Strategic Allocation Moderate Portfolio, each a series of ING Strategic Allocation Portfolios, Inc. (the latter three, collectively, the “Strategic Allocation Portfolios,” and altogether, collectively, the “Funds”), agrees that IIL shall, from June 6, 2013 through October 1, 2014 with respect to Capital Allocation Fund, and from May 7, 2013 through May 1, 2014 with respect to the Strategic Allocation Portfolios, 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 ra

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