0001571049-14-007481 Sample Contracts

FORM OF Amended and Restated SUB-ADVISORY AGREEMENT Voya MUTUAL FUNDS
Sub-Advisory Agreement • December 30th, 2014 • Voya MUTUAL FUNDS • Arizona

This AGREEMENT, effective as of May 13, 2013, is hereby amended and restated as of this 1st day of October, 2014, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and Baillie Gifford Overseas Limited, an independent investment management firm based in Edinburgh, Scotland (the “Sub-Adviser”).

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Amended and Restated SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • December 30th, 2014 • Voya MUTUAL FUNDS • Delaware

This AGREEMENT, effective as of July 30, 2013, is hereby amended and restated as of this 1st day of October, 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”).

FORM OF Amended and Restated SUB-ADVISORY AGREEMENT Voya MUTUAL FUNDS
Sub-Advisory Agreement • December 30th, 2014 • Voya MUTUAL FUNDS • Maryland

This AGREEMENT, effective as of May 13, 2013, is hereby amended and restated this 1st day of October, 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.

Amended and Restated SUB-ADVISORY AGREEMENT Voya MUTUAL FUNDS
Sub-Advisory Agreement • December 30th, 2014 • Voya MUTUAL FUNDS • New York

AGREEMENT, effective as of May 7, 2013, is hereby amended and restated as of this 1st day of October, 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”).

FORM OF Amended and Restated Sub-Advisory Agreement
Voya MUTUAL FUNDS • December 30th, 2014 • Arizona

AGREEMENT, effective as of October 1, 2013, is hereby amended and restated as of this 1st day of October, 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 Amended and Restated SUB-ADVISORY AGREEMENT
Agreement • December 30th, 2014 • Voya MUTUAL FUNDS • Pennsylvania

AGREEMENT, effective as of May 13, 2013, is hereby amended and restated as of this 1st day of October, 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.

Amended and restated INVESTMENT MANAGEMENT Agreement
Voya MUTUAL FUNDS • December 30th, 2014 • New York

AGREEMENT, effective as of May 7, 2013, is hereby amended and restated this 1st day of October, 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”).

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