SUB-ADVISORY AGREEMENT VOYA MUTUAL FUNDSSub-Advisory Agreement • February 25th, 2016 • Voya MUTUAL FUNDS • Arizona
AGREEMENT, effective as of January 8, 2016, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and NNIP Advisors B.V. (formerly, ING Investment Management Advisors B.V.), domiciled in The Hague, The Netherlands (the “Sub-Adviser”) (the “Agreement”).
January 1, 2016 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 25th, 2016
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Mutual Funds (“VMF”), on behalf of Voya Diversified International Fund (the “Fund”), intending to be legally bound hereby, VIL, the adviser to the Fund, agrees that, from January 1, 2016 through March 1, 2017, VIL shall 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:
March 1, 2016 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 25th, 2016
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Mutual Funds, on behalf of Voya Global Equity Dividend Fund (the “Fund”), intending to be legally bound hereby, VIL, the adviser to the Fund, agrees that, from March 1, 2016 through March 1, 2017, VIL shall 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:
March 1, 2016 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 25th, 2016
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Mutual Funds (“VMF”), on behalf of Voya Multi-Manager Emerging Markets Equity Fund (the “Fund”), intending to be legally bound hereby, VIL, the adviser to the Fund, agrees that, from March 1, 2016 through March 1, 2017, VIL shall 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:
March 1, 2016 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 25th, 2016
Voya Mutual Funds (“VMF”), Voya Investments, LLC (“VIL”) and CBRE Clarion Securities LLC (“Clarion”) are parties to an Expense Limitation Agreement dated January 1, 2016 (the “ELA”) that limits the expenses of Voya International Real Estate Fund (“Real Estate Fund”), a series of VMF. Pursuant to the ELA: (1) VIL waives its investment advisory fee in an amount sufficient to achieve Real Estate Fund’s Operating Expense Limits, as set out in the ELA; and (2) for so long as the sub-advisory fees payable to Clarion with respect to Real Estate Fund are equal to 50% of the advisory fee payable to VIL by the Fund, Clarion reduces its sub-advisory fees in an amount sufficient to pay 50% of any Excess Amount, as such term is defined in the ELA, paid by VIL to Real Estate Fund under the ELA. Real Estate Fund’s Operating Expense Limits under the ELA are as follows:
January 1, 2016 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 25th, 2016
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Mutual Funds (“VMF”), on behalf of Voya Emerging Markets Equity Dividend Fund (the “Fund”), intending to be legally bound hereby, VIL, the adviser to the Fund, agrees that, from January 1, 2016 through March 1, 2017, VIL shall 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:
March 1, 2016 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 25th, 2016
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Mutual Funds (“VMF”), on behalf of Voya Russia Fund (the “Fund”), intending to be legally bound hereby, VIL, the adviser to the Fund, agrees that, from March 1, 2016 through March 1, 2017, VIL shall 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:
Sub-Advisory Agreement between Voya Investments, LLC and Baillie Gifford Overseas LimitedVoya MUTUAL FUNDS • February 25th, 2016
This letter should be read in conjunction with the Sub-Advisory Agreement between Voya Investments, LLC (the “Client”) and Baillie Gifford Overseas Limited (the “Sub-Adviser”) effective from November 18, 2014 (the “Agreement”) in respect of Voya Mutual Funds (the “Fund”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT VOYA MUTUAL FUNDSInvestment Management Agreement • February 25th, 2016 • Voya MUTUAL FUNDS • New York
March 1, 2016 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya MUTUAL FUNDS • February 25th, 2016
By this letter dated March 1, 2016, we have agreed to waive the management fee payable to us under the Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Investments, LLC and Voya Mutual Funds (the “Agreement”), with respect to Class P shares of Voya Global Bond Fund (the “Fund”), a series of Voya Mutual Funds. Such waiver will be in an amount equal to the management fees allocated to, and otherwise payable by, the Class P shares of the Fund, thereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.
January 1, 2016 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya MUTUAL FUNDS • February 25th, 2016
Pursuant to the Sub-Advisory Agreement, dated December 17, 2007, between Schroder Investment Management North America, Inc. (“Schroder”), a former sub-adviser to Voya Multi-Manager International Small Cap Fund (the “Fund”), a series of Voya Mutual Funds, and Voya Investments, LLC (“VIL”), the sub-advisory fee rate payable by VIL to Schroder on behalf of the Fund was reduced on June 1, 2009.
February 9, 2015 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:Voya MUTUAL FUNDS • February 25th, 2016
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 VY® Goldman Sachs Bond Portfolio, Voya Retirement Solution 2060 Fund, Voya Index Solution 2060 Portfolio, and Voya Solution 2060 Portfolio (collectively, the “Funds”), each a newly established series of Voya Variable Insurance Trust, Voya Separate Portfolios Trust, Voya Partners Inc., and Voya Partners Inc., respectively, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated August 6, 2014.
March 1, 2016 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya MUTUAL FUNDS • February 25th, 2016
Pursuant to the Sub-Advisory Agreement executed on November 18, 2014, between Delaware Investments Fund Advisers (“Delaware”), a sub-adviser to Voya Multi-Manager Emerging Markets Equity Fund (the “Fund”), a series of Voya Mutual Funds, and Voya Investments, LLC (“VIL”), the sub-advisory fee rate payable by VIL to Delaware on behalf of the Fund was reduced on July 1, 2015.
January 1, 2016 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 25th, 2016
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Mutual Funds (“VMF”), on behalf of Voya Multi-Manager International Small Cap Fund (the “Fund”), intending to be legally bound hereby, VIL, the adviser to the Fund, agrees that, from January 1, 2016 through March 1, 2017, VIL shall 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:
