July 14, 2017 Michael Rothemeyer The Bank of New York MellonVoya MUTUAL FUNDS • July 14th, 2017
AMENDED AND RESTATED SUB-ADVISORY AGREEMENTSub-Advisory Agreement • July 14th, 2017 • Voya MUTUAL FUNDS • Delaware
This AGREEMENT, effective as of November 18, 2014, is hereby amended and restated as of July 14, 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”).
July 14, 2017 Ms. Katherine Dinella Vice President The Bank of New York Mellon — Securities LendingVoya MUTUAL FUNDS • July 14th, 2017
Indemnification AgreementIndemnification Agreement • July 14th, 2017 • Voya MUTUAL FUNDS • Delaware
This Indemnification Agreement (the “Agreement”) is entered into as of July 17, 2017 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”).
July 14, 2017 Michael J. Roland Executive Vice President Voya Investments Distributor, LLCUnderwriting Agreement • July 14th, 2017 • Voya MUTUAL FUNDS
July 14, 2017 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Voya MUTUAL FUNDS • July 14th, 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 July 14, 2017, upon all of the terms and conditions set forth in the Agreement.
May 2, 2017 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • July 14th, 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:
July 14, 2017 Michael Rothemeyer The Bank of New York MellonVoya MUTUAL FUNDS • July 14th, 2017
May 31, 2017 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • July 14th, 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:
