Dear Sir Sub-Advisory Agreement between Voya Investments, LLC and Baillie Gifford Overseas Limited The Markets in Financial Instruments Directive (MiFID)Sub-Advisory Agreement • February 25th, 2015 • Voya MUTUAL FUNDS
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”).
SUB-ADVISORY AGREEMENT VOYA MUTUAL FUNDSSub-Advisory Agreement • February 25th, 2015 • Voya MUTUAL FUNDS • Arizona
AGREEMENT, effective as of November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Advisors B.V., a subsidiary of ING Groep N.V., domiciled in The Hague, The Netherlands (the “Sub-Adviser”) (the “Agreement”).
FORM OF SUB-ADVISORY AGREEMENT VOYA MUTUAL FUNDSSub-Advisory Agreement • February 25th, 2015 • Voya MUTUAL FUNDS • Pennsylvania
AGREEMENT, effective as of November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), Voya Mutual Funds, a Delaware statutory trust (the “Fund”) and J.P. Morgan Investment Management Inc. (“Sub-Adviser”), a corporation organized under the laws of the State of Delaware.
February 9, 2015 Mary Jean Milner Managing Director BNY MellonVoya MUTUAL FUNDS • February 25th, 2015
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • February 25th, 2015 • Voya MUTUAL FUNDS • Delaware
This AGREEMENT, effective as of November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and CBRE Clarion Securities LLC, a Delaware limited liability company (the “Sub-Adviser”).
ADMINISTRATION AGREEMENTAdministration Agreement • February 25th, 2015 • Voya MUTUAL FUNDS • Delaware
This AGREEMENT made this January 1, 2015 between each of the registered investment companies (each a “Fund” and collectively, the “Funds”), on behalf of each series thereof (each a “Series”) set forth on Schedule A hereto, as such schedule may be amended from time to time to add additional Funds or Series, and Voya Funds Services, LLC (the “Administrator”), a Delaware limited liability company.
FORM OF EXPENSE LIMITATION AGREEMENT VOYA MUTUAL FUNDSExpense Limitation Agreement • February 25th, 2015 • Voya MUTUAL FUNDS
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective November 18, 2014, by and between Voya Investments, LLC (the “Investment Manager”), Voya Mutual Funds (the “Registrant”) and CBRE Clarion Securities LLC (the “Sub-Adviser”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.
INVESTMENT MANAGEMENT AGREEMENT VOYA MUTUAL FUNDSInvestment Management Agreement • February 25th, 2015 • Voya MUTUAL FUNDS • New York
AGREEMENT, effective as of November 18, 2014, between Voya Mutual Funds (the “Trust”), a Delaware statutory trust, and Voya Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).
FORM OF SUB-ADVISORY AGREEMENT VOYA MUTUAL FUNDSSub-Advisory Agreement • February 25th, 2015 • Voya MUTUAL FUNDS • Maryland
This AGREEMENT, effective as of November 18, 2014, among Voya Mutual Funds, a Delaware statutory trust (the “Fund”), Voya Investments, LLC (the “Manager”), an Arizona limited liability company, and T. Rowe Price Associates, Inc. (the “Sub-Adviser”), a Maryland corporation.
EXPENSE LIMITATION AGREEMENT VOYA MUTUAL FUNDSExpense Limitation Agreement • February 25th, 2015 • Voya MUTUAL FUNDS
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective November 18, 2014, by and between Voya Investments, LLC (the “Investment Manager”) and Voya Mutual Funds (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.
March 1, 2015 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Administration Agreement • February 25th, 2015 • Voya MUTUAL FUNDS
By this letter dated March 1, 2015, we agree to waive the administrative fee payable to us under the Administration Agreement (the “Agreement”), dated January 1, 2015, as amended, between the Funds listed on Schedule A of the Agreement, including Voya Global Bond Fund (the “Fund”), a series of Voya Mutual Funds, and Voya Funds Services, LLC. Such waiver will be in an amount equal to the administrative fee allocated to, and otherwise payable by, the Class P shares of the Fund, hereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.
FORM OFExpense Limitation Agreement • February 25th, 2015 • Voya MUTUAL FUNDS
Voya Mutual Funds (“VMF”), Voya Investments, LLC (“VIL”) and CBRE Clarion Securities LLC (“Clarion”) are parties to an Expense Limitation Agreement dated November 18, 2014 (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:
March 1, 2015 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • February 25th, 2015 • Voya MUTUAL FUNDS
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 Mary Jean Milner Managing Director BNY MellonVoya MUTUAL FUNDS • February 25th, 2015
March 1, 2015 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • February 25th, 2015 • Voya MUTUAL FUNDS
By this letter dated March 1, 2015, we agree to waive the investment management fee payable to us under the Investment Management Agreement, dated November 18, 2014, between Voya Investments, LLC and Voya Mutual Funds (the “Agreement”). Such waiver will be in an amount equal to the investment management fees allocated to, and otherwise payable by, the Class P shares of Voya Global Bond Fund, a series of Voya Mutual Funds, thereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.
EXPENSE LIMITATION AGREEMENT VOYA MUTUAL FUNDSExpense Limitation Agreement • February 25th, 2015 • Voya MUTUAL FUNDS
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective November 18, 2014, by and between Voya Investments, LLC (the “Investment Manager”) and Voya Mutual Funds (the “Registrant”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a “Fund,” and collectively, the “Funds”), as such schedule may be amended from time to time to add or delete series.
