AMENDED AND RESTATED SUB-ADVISORY AGREEMENT VOYA MUTUAL FUNDSSub-Advisory Agreement • February 26th, 2019 • Voya MUTUAL FUNDS • Arizona
AGREEMENT, effective as of November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and Delaware Investments Fund Advisers (the “Sub-Adviser”), a series of Delaware Management Business Trust, a Delaware statutory trust, and amended and restated effective as of March 1, 2019.
Amendment To Transfer Agency Services AgreementTransfer Agency Services Agreement • February 26th, 2019 • Voya MUTUAL FUNDS
This Amendment To Transfer Agency Services Agreement (“Amendment”), dated as of January 1, 2019 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of the investment companies and portfolios of investment companies referenced on the signature page to this Amendment (“Funds”), each in its individual and separate capacity.
AMENDMENTFund Accounting Agreement • February 26th, 2019 • Voya MUTUAL FUNDS • New York
This Amendment is an amendment to the Fund Accounting Agreement dated as of January 6, 2003 between each entity listed on Exhibit A hereto (each a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (“BNY”) (the “Agreement”).
AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTYSecurities Lending Agreement and Guaranty • February 26th, 2019 • Voya MUTUAL FUNDS
THIS AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY (“Amendment”) is made effective as of the 1st day of October, 2011 (the “Effective Date”), by and between THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York (the “Bank”) and each Investment Company and each Series thereof listed on Exhibit A (each a “Lender”).
March 1, 2019 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 26th, 2019
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 investment manager to the Fund, agrees that, from March 1, 2019 through March 1, 2020, 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, 2019 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 26th, 2019
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 investment manager to the Fund, agrees that, from March 1, 2019 through March 1, 2020, 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:
SECOND AMENDMENT TO SUB-ADVISORY AGREEMENT VOYA MUTUAL FUNDSSub-Advisory Agreement • February 26th, 2019 • Voya MUTUAL FUNDS
This Second Amendment, dated May 1, 2018, amends the Sub-Advisory Agreement (the “Agreement”), dated November 18, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and Voya Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).
January 1, 2019 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 26th, 2019
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 management 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 investment management 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, 2019 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya MUTUAL FUNDS • February 26th, 2019
By this letter dated March 1, 2019, 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%.
January 1, 2019 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Voya MUTUAL FUNDS • February 26th, 2019
Pursuant to the Amended and Restated 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 rate for Voya International Real Estate Fund (“International Real Estate Fund”), effective on January 1, 2019, upon all of the terms and conditions set forth in the Agreement.
February 28, 2019 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya MUTUAL FUNDS • February 26th, 2019
By this letter dated February 28, 2019, 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 Multi-Manager Emerging Markets Equity Fund, Voya Multi-Manager International Equity Fund, and Voya Multi-Manager International Factors Fund (collectively, the “Funds”), each a series of VMF. Such waiver will be in an amount equal to the management fees allocated to, and otherwise payable by, the Class P shares of the Funds, thereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.
AMENDMENTVoya MUTUAL FUNDS • February 26th, 2019 • New York
This Amendment is an amendment to the Custody Agreement dated as of January 6, 2003 between each entity listed on Exhibit A hereto (each a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (“Custodian”) (the “Agreement”).
March 1, 2019Voya MUTUAL FUNDS • February 26th, 2019
Voya Investments, LLC (“VIL”) and Voya Mutual Funds (“VMF”) have entered into the Expense Limitation Agreement, dated January 1, 2016 (the “ELA”). The ELA provides that VIL will limit the expense ratios of Voya International High Dividend Low Volatility Fund (formerly, Voya Global High Dividend Low Volatility Fund) (“High Dividend Fund” or the “Fund”) through waivers of advisory fees and reimbursements of expenses. The expense limits were increased on March 1, 2019 with respect to High Dividend Fund (the “ELA Amendment Date”).
March 1, 2019 Voya Mutual Funds Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 26th, 2019
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 investment manager to the Fund, agrees that, from March 1, 2019 through March 1, 2020, 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:
February 28, 2019 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Voya MUTUAL FUNDS • February 26th, 2019
Voya Investments, LLC (“Voya Investments”) and Voya Investment Management Co. LLC (“Voya IM”) are parties to a Sub-Advisory Agreement dated November 18, 2014, as amended (the “Agreement”), and pursuant to the Agreement, Voya Investments has agreed to pay Voya IM an annual sub-advisory fee of 0.2930% as a percentage of average daily net assets of Voya Multi-Manager International Factors Fund (the “Fund”). By this letter dated February 28, 2019, Voya IM voluntarily waives the annual sub-advisory fee that it is entitled to receive with respect to the Class P shares of the Fund as follows:
AMENDED SCHEDULE A to the EXPENSE LIMITATION AGREEMENT VOYA MUTUAL FUNDS OPERATING EXPENSE LIMITSExpense Limitation Agreement • February 26th, 2019 • Voya MUTUAL FUNDS
* This Agreement shall automatically renew for one-year terms with respect to a Fund unless otherwise terminated in accordance with the Agreement.
By this letter dated March 1, 2019, we have agreed to waive a portion of 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 • February 26th, 2019
This waiver (the “Waiver”) is “outside” each Fund’s expense limit arrangements under a separate expense limitation agreement (the “ELA”). This means that the Waiver does not reduce the Fund’s net operating expense ratio before the ELA is applied. The waiver is deducted after the ELA is applied. However, with respect to any share class of the Fund that has a 0.00% expense limit, the Waiver cannot further reduce the 0.00% net expense ratio experienced by shareholders with respect to that share class.
March 1, 2019 Voya Mutual Funds 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya MUTUAL FUNDS • February 26th, 2019
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 investment manager to the Fund, agrees that, from March 1, 2019 through March 1, 2020, 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:
