February 9, 2023 Michael Rothemeyer Vice President The Bank of New York Mellon Room 026-0026 Everett, MA 02149 Dear Mr. Rothemeyer:Custody Agreement, Foreign Custody Manager Agreement, Fund Accounting Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, and Fund Accounting Agreement, each dated January 6, 2003, the Fund Accounting, Custody &Transfer Agency for Voya Funds Fee Schedule, effective January 1, 2019, 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 Short Duration High Income Fund, a newly established series of Voya Funds Trust (the "Fund"), effective on February 9, 2023, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated November 18, 2022.
April 4, 2022 Katherine Dinella Vice President The Bank of New York Mellon – Securities LendingSecurities Lending Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
Pursuant to the terms and conditions of the Securities Lending Agreement and Guaranty, dated August 7, 2003 (the "Agreement"), we hereby notify you of the addition of Voya Small Cap Growth Fund (the "Fund"), a newly established series of Voya Equity Trust, effective on April 4, 2022, to be included on the Amended Exhibit A to the Agreement. This Amended Exhibit A supersedes the previous Amended Exhibit A dated May 1, 2020.
AMENDMENTCustody Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Amendment is an amendment to the Custody Agreement dated as of January 6, 2003 (as amended) between each entity listed on Exhibit A thereto (each a "Fund" and collectively the "Funds") and The Bank of New York Mellon ("Custodian") (the "Agreement").
Transfer Agency Services AgreementTransfer Agency Services Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Amendment To Transfer Agency Services Agreement ("Amendment"), dated as of April 4, 2022 ("Effective Date"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and each of the investment companies listed on the signature page to this Amendment (individually, "Investment Company"; collectively, "Investment Companies"), on its own behalf and to the extent the Investment Company has portfolios listed on Exhibit A hereto (individually, "Portfolio"; collectively, "Portfolios"), on behalf of each such Portfolio.
Transfer Agency Services AgreementTransfer Agency Services Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Amendment To Transfer Agency Services Agreement ("Amendment"), dated as of February 9, 2023 ("Effective Date"), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. ("BNYM") and each of the investment companies listed on the signature page to this Amendment (individually, "Investment Company"; collectively, "Investment Companies"), on its own behalf and to the extent the Investment Company has portfolios listed on Exhibit A hereto (individually, "Portfolio"; collectively, "Portfolios"), on behalf of each such Portfolio.
ContractFund of Funds Investment Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
ContractTransfer Agency Services Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
AGREEMENT, effective as of November 18, 2022, by and between Voya Mutual Funds (the "Trust"), a Delaware statutory trust, and Voya Investments Distributor, LLC (the "Placement Agent"), a Delaware limited liability company.
FUND OF FUNDS INVESTMENT AGREEMENTFund of Funds Investment Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Fund of Funds Investment Agreement (this "Agreement"), is effective as of October 5, 2022 (the "Effective Date"), is made among Voya Balanced Portfolio, Inc., Voya Equity Trust, Voya Investors Trust, Voya Intermediate Bond Portfolio, Voya Mutual Funds, Voya Partners, Inc., Voya Separate Portfolios Trust, and Voya Strategic Allocation Portfolios, Inc.), on behalf of their series listed on Schedule A, severally and not jointly (each, the "Acquiring Fund"), and SPDR Series Trust, SPDR Index Shares Funds and SSGA Active Trust (each, a "Trust"), each on behalf of their series listed on Schedule B, severally and not jointly (each, the "Acquired Fund" and together with the Acquiring Funds, the "Funds").
SUPPLEMENT TO THE CUSTODY AGREEMENTCustody Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Letter relates to the Hong Kong - China Connect Service (as the same is defined in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service between Shanghai Stock Exchange (SSE), China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange's clearing and nominee company, Hong Kong Securities Clearing Company Ltd. (HKSCC). The service applies to securities (China Connect Securities) listed and traded on a China Connect Market via the China Connect Service.
SUPPLEMENT TO THE CUSTODY AGREEMENTCustody Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Letter relates to the Hong Kong - China – Stock Connect Service (as the same is defined in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service between Shanghai Stock Exchange, Shenzhen Stock Exchange, China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange's clearing and nominee company, Hong Kong Securities Clearing Company Ltd. (HKSCC). The service applies to securities (China Connect Securities) listed and traded on a China Connect Market via the China Connect Service.
ANNEX ASupplement to the Custody Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Annex A, amended and restated effective as of July 29, 2019, is the Annex A to that certain Supplement to the Custody Agreement Hong Kong - China Connect Service dated as of April 29, 2016, by and between each of the Portfolios listed on this Annex A and The Bank of New York Mellon.
November 18, 2022 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258-2034 Dear Mr. Modic:Investment Management Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
Pursuant to the Amended and Restated Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015, 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 VACS Series EME Fund (the "Fund"), a newly established series of VMF, effective on November 18, 2022, upon all of the terms and conditions set forth in the Agreement.
AMENDMENT (g)(1)(iv)Multi-Broker Supplement to the Custody Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Amendment is an amendment to the Multi-Broker Supplement to the Custody Agreement Hong Kong - China Connect Service dated January 31, 2017 relating to each separate Portfolio listed on Annex A thereto and The Bank of New York Mellon (the "Supplement").
February 28, 2023 (d)(14)(iv)Expense Limitation Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
ContractFund of Funds Investment Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
SUPPLEMENT TO THE CUSTODY AGREEMENTCustody Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This Letter relates to the Hong Kong - China Connect Service (as the same is defined in the Rules of the Stock Exchange of Hong Kong and as hereafter referred to in this Letter, the China Connect Service or Connect). Connect is a trading and clearing service between Shanghai Stock Exchange (SSE), China Securities Depository and Clearing Corporation Limited (China Connect Clearing House), the Stock Exchange of Hong Kong (SEHK) and the Hong Kong Stock Exchange's clearing and nominee company, Hong Kong Securities Clearing Company Ltd. (HKSCC). The service applies to securities (China Connect Securities) listed and traded on a China Connect Market via the China Connect Service.
January 1, 2023 Voya Mutual FundsExpense Limitation Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
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 Equity Fund (the "Fund"), intending to be legally bound hereby, VIL, the investment manager to the Fund, agrees that, from January 1, 2023 through March 1, 2024, 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 ratio of the Class I shares of the Fund shall be as follows:
November 18, 2022Sub-Advisory Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
NNinvestment partnersSub-Advisory Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
This letter is to inform you that the Sub-Advisory Agreement, dated April 11, 2022, between Voya Investments, LLC ("VIL") and NNIP Advisors B.V. ("NNIP") (the "Agreement") will terminate in alignment with Section 18 of the Agreement as agreed between VIL and NNIP, effective at the close of business on the date following the end of a 90 days period after the date of this letter.
March 1, 2023 (d)(14)(ii)Expense Limitation Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
ContractInvestment Management Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
ContractSub-Advisory Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
By this letter dated March 1, 2023, 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 ("VIL")...Management Fee Waiver • February 24th, 2023 • Voya MUTUAL FUNDS
This waiver (the "Waiver") is "outside" the 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, 2023 Voya Mutual FundsExpense Limitation Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
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, 2023 through March 1, 2024, 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, 2023 Voya Mutual FundsExpense Limitation Agreement • February 24th, 2023 • Voya MUTUAL FUNDS
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 Factors Fund (the "Fund"), intending to be legally bound hereby, VIL, the investment manager to the Fund, agrees that, from March 1, 2023 through March 1, 2024, 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:
