0001104659-14-088182 Sample Contracts

VOYA MUTUAL FUNDS
Underwriting Agreement • December 22nd, 2014 • Voya MUTUAL FUNDS • New York

VOYA MUTUAL FUNDS is a Delaware statutory trust operating as an open-end management investment company (hereinafter referred to as the “Trust”). The Trust 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 Trust, 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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INVESTMENT SUBADVISORY AGREEMENT Between and Among And
Investment Subadvisory Agreement • December 22nd, 2014 • Voya MUTUAL FUNDS • Maryland

This INVESTMENT SUBADVISORY AGREEMENT (“Agreement”), is dated as of the close of business on May 13, 2013, between and among T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland. United States of America and T. Rowe Price International Ltd (the “Subadviser”), a corporation organized and existing under the laws of the United Kingdom.

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