0001104659-16-100003 Sample Contracts

UNDERWRITING AGREEMENT VOYA SERIES FUND, INC.
Underwriting Agreement • February 25th, 2016 • 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.

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November 30, 2015 Voya Series Fund, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Investment Management Agreement • February 25th, 2016 • Voya SERIES FUND INC

Pursuant to the Amended and Restated Investment Management Agreement, dated November 30, 2014, as amended and restated on May 1, 2015, between Voya Investments, LLC and Voya Series Fund, Inc. (the “Agreement”), we hereby notify you of our intention to modify the annual management fee for Voya Capital Allocation Fund (the “Fund”), effective as of November 30, 2015.

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT VOYA SERIES FUND, INC.
Sub-Advisory Agreement • February 25th, 2016 • Voya SERIES FUND INC

This First Amendment, effective as of November 30, 2015, amends the Sub-Advisory Agreement (the “Agreement”), dated November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and Voya Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).

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