VOYA MUTUAL FUNDSSub-Advisory Agreement • February 24th, 2017 • Voya MUTUAL FUNDS • Arizona
This AGREEMENT, effective as of the close of business on January 20, 2017, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and Polaris Capital Management, LLC, a Massachusetts limited liability company (the “Sub-Adviser”).
May 15, 2017 Michael Rothemeyer The Bank of New York Mellon Room 026-0026 Everett, MA 02149 Dear Mr. Rothemeyer:Voya MUTUAL FUNDS • February 24th, 2017
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, and Fund Accounting Agreement, each dated January 6, 2003, the Cash Reserve Agreement, dated March 31, 2003, the Custody & Fund Accounting Fee Schedule for Voya family of funds and the Global Securities Fee Schedule for Voya family of funds, each effective August 1, 2014, and the Letter of Instruction and Indemnification Agreement In Connection With Signature Guarantees and Signature Verifications, dated January 12, 2011 (collectively, the “Agreements”), we hereby notify you of the addition of Voya CBRE Global Infrastructure Fund and Voya CBRE Long/Short Fund (together, the “Funds”), each a newly established series of Voya Mutual Funds, effective on May 15, 2017, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated January 20, 2017.
AMENDED AND RESTATED SUB-ADVISORY AGREEMENTSub-Advisory Agreement • February 24th, 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”).
VOYA MUTUAL FUNDS AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENTExpense Limitation Agreement • February 24th, 2017 • Voya MUTUAL FUNDS
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective January 1, 2016, as amended and restated on March 27, 2017, is made by and among Voya Investments, LLC (the “Investment Manager”), Voya Investments Distributor, LLC (the “Distributor”), and Voya Mutual Funds (the “Registrant”). If the Registrant is a series fund investment company, then the Registrant 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. If the Registrant is not a series fund investment company, then this Agreement shall apply to the Registrant, and the use of the terms “Fund” or “Funds” herein shall refer to the Registrant.
March 1, 2017 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 24th, 2017
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, 2017 through March 1, 2018, 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:
January 20, 2017 Christopher Kurtz Vice President, Finance Voya Investment Management Co. LLC One Orange Way, C1-N Windsor, CT 06095 Dear Mr. Kurtz:Voya MUTUAL FUNDS • February 24th, 2017
Pursuant to the Sub-Advisory Agreement, dated November 18, 2014, as amended (the “Agreement”), between Voya Investment Management Co. LLC (the “Sub-Adviser”) and Voya Investments, LLC, we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to Voya Multi-Manager International Factors Fund (the “Fund”), a series of Voya Mutual Funds, effective as of the close of business on January 20, 2017, upon all of the terms and conditions set forth in the Agreement.
March 1, 2017 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 24th, 2017
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 March 1, 2017 through March 1, 2018, 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, 2017 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya MUTUAL FUNDS • February 24th, 2017
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 (“VMF”), 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 20, 2017 Wellington Management Company LLP Boston, MA 02210 Attention: Legal Services Dear Sir or Madam:Voya MUTUAL FUNDS • February 24th, 2017
Pursuant to the Sub-Advisory Agreement, dated November 18, 2014 (the “Agreement”), between Wellington Management Company LLP (the “Sub-Adviser”) and Voya Investments, LLC, we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to Voya Multi-Manager International Equity Fund (the “Fund”), a series of Voya Mutual Funds, effective as of the close of business on January 20, 2017, upon all of the terms and conditions set forth in the Agreement.
March 1, 2017 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 24th, 2017
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 Global Equity Dividend Fund (the “Fund”), intending to be legally bound hereby, VIL, the adviser to the Fund, agrees that, from March 1, 2017 through March 1, 2018, 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, 2017 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya MUTUAL FUNDS • February 24th, 2017
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.
January 20, 2017 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Voya MUTUAL FUNDS • February 24th, 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 modify the annual investment management fee for Voya Multi-Manager International Factors Fund (formerly, Voya International Core Fund, the “Fund”), a series of VMF, effective as of the close of business on January 20, 2017, upon all of the terms and conditions set forth in the Agreement.
March 1, 2017 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 24th, 2017
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, 2017 through March 1, 2018, 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, 2017 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya MUTUAL FUNDS • February 24th, 2017
By this letter dated March 1, 2017, 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 (“VMF”) (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%.
March 1, 2017 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 24th, 2017
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 March 1, 2017 through March 1, 2018, 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, 2017 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 24th, 2017
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:
