Common use of Expense Sharing Clause in Contracts

Expense Sharing. The Sub-Adviser hereby agrees to reimburse the Manager for the following costs incurred in connection with the Fund and the Series to which the sub-Adviser acts as investment adviser and manager: all expenses or costs not ultimately borne by the Fund incurred in connection with creating, and ongoing organization of the Fund; registering its shares for initial public offering; listing its shares on the New York Stock Exchange; preparing for and conducting the “road shows” to obtain indications of interest; producing, printing and delivering marketing materials and the “red hxxxxxx” prospectus for the Fund; compensating registered representatives of Voya Funds Distributor, LLC for sales of Fund shares; compensating the members of the underwriting syndicate for the Fund’s closing; the Fund’s initial public offering, including the exercise of the underwriter’s over-allotment option; transitioning of assets resulting from sub-adviser changes, and conducting proxies (collectively, the “Covered Expenses”). The Sub-Adviser shall reimburse the Manager for 56.5% of Covered Expenses. The Manager shall provide to the Sub-Adviser reasonable proof of the amount incurred and that it is a Covered Expense and the Sub-Adviser shall provide reimbursement promptly after receipt of such proof.

Expense Sharing. The Sub-Sub-Adviser hereby agrees to reimburse the Manager Sub-Adviser for the following costs incurred in connection with the Fund and the Series to which the sub-Adviser acts as investment adviser and managerFund: all expenses or costs not ultimately borne by the Fund incurred in connection with creating, creating and ongoing organization of the FundFund and the Series to which the Sub-Adviser acts as investment adviser and manager; registering its shares for initial public offering; listing its shares on the New York Stock Exchange; preparing for and conducting the “road shows” to obtain indications of interest; producing, printing and delivering marketing materials and the “red hxxxxxx” prospectus for the Fund; compensating registered representatives of Voya Investments Distributor, LLC (formerly, ING Funds Distributor, LLC LLC) for sales of Fund shares; compensating the members of the underwriting syndicate for the Fund’s closing; and the Fund’s initial public offering, including the exercise of the underwriter’s over-allotment option; transitioning of assets resulting from sub-sub-adviser changes, and conducting proxies (collectively, the “Covered Expenses”). The Sub-Sub-Adviser shall reimburse the Manager Sub-Adviser for 56.557.0% of Covered Expenses. The Manager Sub-Adviser shall provide to the Sub-Sub-Adviser reasonable proof of the amount incurred and that it is a Covered Expense and the Sub-Sub-Adviser shall provide reimbursement promptly after receipt of such proof.

Expense Sharing. The Sub-Sub-Adviser hereby agrees to reimburse the Manager Sub-Adviser for the following costs incurred in connection with the Fund and the Series to which the sub-Adviser acts as investment adviser and managerFund: all expenses or costs not ultimately borne by the Fund incurred in connection with creating, creating and ongoing organization of the FundFund and the Series to which the Sub-Adviser acts as investment adviser and manager; registering its shares for initial public offering; listing its shares on the New York Stock Exchange; preparing for and conducting the “road shows” to obtain indications of interest; producing, printing and delivering marketing materials and the “red hxxxxxxxxxxxxx” prospectus for the Fund; compensating registered representatives of Voya ING Investments Distributor, LLC (formerly, ING Funds Distributor, LLC LLC) for sales of Fund shares; compensating the members of the underwriting syndicate for the Fund’s closing; and the Fund’s initial public offering, including the exercise of the underwriter’s over-allotment option; transitioning of assets resulting from sub-sub-adviser changes, and conducting proxies (collectively, the “Covered Expenses”). The Sub-Sub-Adviser shall reimburse the Manager Sub-Adviser for 56.557.0% of Covered Expenses. The Manager Sub-Adviser shall provide to the Sub-Sub-Adviser reasonable proof of the amount incurred and that it is a Covered Expense and the Sub-Sub-Adviser shall provide reimbursement promptly after receipt of such proof.