0001104659-17-008516 Sample Contracts

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FORM OF
Sub-Advisory Agreement • February 13th, 2017 • Voya MUTUAL FUNDS • Delaware

This AGREEMENT, effective as of November 18, 2014, is hereby amended and restated as of May 15, 2017, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and CBRE Clarion Securities LLC, a Delaware limited liability company (the “Sub-Adviser”).

Indemnification Agreement
Indemnification Agreement • February 13th, 2017 • Voya MUTUAL FUNDS • Delaware

This Indemnification Agreement (the “Agreement”) is entered into as of [] by and between Voya Mutual Funds, a Delaware statutory trust (the “Acquiring Trust”), on behalf of Voya CBRE Global Infrastructure Fund (the “Acquiring Fund”), and CBRE Clarion Securities LLC (“CBRE Clarion”).

May 15, 2017 Attention: President BNY Mellon Investment Servicing (US) Inc.
Voya MUTUAL FUNDS • February 13th, 2017
February 7, 2017 Michael J. Roland Executive Vice President Voya Investments Distributor, LLC
Underwriting Agreement • February 13th, 2017 • Voya MUTUAL FUNDS
May 15, 2017 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:
Voya MUTUAL FUNDS • February 13th, 2017

Pursuant to the Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015, as amended, between Voya Mutual Funds (“VMF”) and Voya Investments, LLC (the “Agreement”), we hereby notify you of our intention to retain you as Manager to render investment advisory services to Voya CBRE Global Infrastructure Fund and Voya CBRE Long/Short Fund (together, the “Funds”), each a newly established series of VMF, effective on May 15, 2017, upon all of the terms and conditions set forth in the Agreement.

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