FORM OF AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • September 26th, 2014 • Voya SERIES FUND INC • Maryland
This AGREEMENT made this 1st day of April, 2002, as amended and restated on March 14, 2013, and as further amended and restated as of October 1, 2014, between Voya 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 Voya Funds Services, LLC (the “Administrator”), a Delaware limited liability company.
August 6, 2014 Mary Jean Milner Managing Director BNY MellonCustody Agreement • September 26th, 2014 • Voya SERIES FUND INC
FORM OF AMENDED AND RESTATED UNDERWRITING AGREEMENT VOYA SERIES FUND, INC. May 7, 2013 as amended and restated October 1, 2014Underwriting Agreement • September 26th, 2014 • Voya SERIES FUND INC • New York
Voya Series Fund, Inc. is a Maryland corporation operating as an open-end management investment company (hereinafter referred to as the “Company”). The Company is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”), and its shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). The Company, on behalf of each of the series listed on Schedule A hereto, which may be amended from time to time by Voya Investments Distributor, LLC (each a “Fund,” collectively the “Funds”), desires to offer and sell the authorized but unissued shares of the Funds to the public in accordance with applicable federal and state securities laws.
October 1, 2014 Voya Series Fund, Inc. 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitations Agreement • September 26th, 2014 • Voya SERIES FUND INC
By our execution of this letter agreement, intending to be legally bound hereby, Voya Investments, LLC (“Voya Investments”), the adviser to Voya Small Company Fund (the “Fund”), agrees that Voya Investments shall, from October 1, 2014 through October 1, 2015, 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 Fund shall be as follows:
October 1, 2014 Voya Series Fund, Inc. 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitations Agreement • September 26th, 2014 • Voya SERIES FUND INC
By our execution of this letter agreement, intending to be legally bound hereby, Voya Investments LLC (“VIL”), formerly ING Investments, LLC, the adviser to Voya Corporate Leaders 100 (the “Fund”), formerly ING Corporate Leaders 100 Fund, agrees that VIL shall, from October 1, 2014 through October 1, 2015, for the Class R6 shares of the Fund, 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 ratio of the Class R6 shares of the Fund shall be as follows:
By our execution of this letter agreement, intending to be legally bound hereby, Voya Investments, LLC (“Voya Investments”), the Adviser to Voya Mid Cap Value Advantage Fund (formerly, Voya SMID Cap Equity Fund, the “Fund”), agrees that Voya...Expense Limitations Agreement • September 26th, 2014 • Voya SERIES FUND INC
This Waiver Letter shall have an initial term with respect to the Fund ending on October 1, 2013. Thereafter, this Waiver Letter shall automatically renew for one-year terms with respect to the Fund unless it is terminated by the Fund or by Voya Investments upon written notice within 90 days of the end of the current term or upon termination of the Investment Management Agreement.
August 1, 2014 Voya Series Fund, Inc. 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitations Agreement • September 26th, 2014 • Voya SERIES FUND INC
By our execution of this letter agreement, intending to be legally bound hereby, Voya Investments LLC (“VIL”), formerly ING Investments, LLC, the adviser to Voya Corporate Leaders 100 (the “Fund”), formerly ING Corporate Leaders 100 Fund, agrees that VIL shall, from August 1, 2014 through October 1, 2015, for the Class A, Class I, and Class W shares of the Fund, 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 Class A, Class I, and Class W shares of the Fund shall be as follows:
August 6, 2014 Mary Jean Milner Managing Director BNY MellonCustody Agreement • September 26th, 2014 • Voya SERIES FUND INC
August 6, 2014 Ms. Katherine Dinella Vice President The Bank of New York Mellon – Securities Lending One Wall Street, 17th Floor New York, NY 10286 Dear Ms. Dinella:Securities Lending Agreement and Guaranty • September 26th, 2014 • Voya SERIES FUND INC
Pursuant to the terms and conditions of the Securities Lending Agreement and Guaranty, dated August 7, 2003, and the Subscription Agreement for Registered Investment Companies, dated August 8, 2003, (together, the “Agreements”), we hereby notify you of the addition of Voya Securitized Credit Fund, a newly established series of Voya Separate Portfolios Trust, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated May 23, 2014.
May 23, 2014 Attention: President BNY Mellon Investment Servicing (US) Inc. Wilmington, Delaware 19809 Dear Sir or Madam:Transfer Agency Services Agreement • September 26th, 2014 • Voya SERIES FUND INC
Pursuant to the Transfer Agency Services Agreement dated February 25, 2009, between Voya Series Fund, Inc. and BNY Mellon Investment Servicing (US) Inc., formerly, PNC Global Investment Servicing (U.S.) Inc. (the “Agreement”), we hereby notify you of the changes to the Amended Exhibit A of the Agreement. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 28, 2014, as a result of rebranding name changes that went into effect on May 1, 2014.
October 1, 2014 Voya Series Fund, Inc. 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitations Agreement • September 26th, 2014 • Voya SERIES FUND INC
By our execution of this letter agreement, intending to be legally bound hereby, Voya Investments, LLC (“Voya Investments”), the Adviser to Voya Large Cap Growth Fund (the “Fund”), agrees that Voya Investments shall, from October 1, 2014 through October 1, 2015, 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 Fund shall be as follows:
