AMENDED AND RESTATED
INVESTMENT MANAGEMENT AGREEMENT
VOYA NATURAL RESOURCES
EQUITY INCOME FUND
November 18, 2014, as amended and restated on May 1, 2015, between Voya Natural Resources Equity Income Fund (the “Fund”),
a Delaware statutory trust, and Voya Investments, LLC (the “Manager”), a limited liability company organized and existing
under the laws of the State of Arizona (the “Agreement”).
WHEREAS, the Fund
is a closed-end management investment company, registered as such under the Investment Company Act of 1940, as amended (the “1940
WHEREAS, the Manager
is registered as an investment adviser under the Investment Advisers Act of 1940, and is engaged in the business of supplying investment
advice, investment management and administrative services, as an independent contractor; and
WHEREAS, the Fund
desires to retain the Manager to render advice and services pursuant to the terms and provisions of this Agreement, and the Manager
is willing to furnish said advice and services.
in consideration of the covenants and the mutual promises hereinafter set forth, the parties hereto, intending to be legally bound
hereby, mutually agree as follows:
The Fund hereby employs
the Manager and the Manager hereby accepts such employment, to render investment advice and investment services with respect to
the assets of the Fund (“Advisory Services”), and all administrative services reasonably necessary as of January 1,
2015 for the ordinary operation of the Fund (“Administrative Services”), subject to the supervision and direction of
the Board of Trustees of the Fund (the “Trustees”), provided, however, that the Advisory Services and
Administrative Services shall not include the services identified on Schedule A and, therefore, such services
shall be deemed to be outside the scope of this Agreement.
The Manager shall, except
as otherwise provided for herein, render or make available all services needed for the management of the investment operations
of the Fund, and shall, as part of its duties hereunder: (i) furnish the Fund with advice and recommendations with respect to the
investment of the Fund’s assets and the purchase and sale of its portfolio securities, including the taking of such other
steps as may be necessary to implement such advice and recommendations; (ii) furnish the Fund with reports, statements and other
data on securities, economic conditions and other pertinent subjects which the Trustees may request; (iii) furnish such office
space and personnel as is needed by the Fund; and (iv) in general superintend and manage the investments of the Fund, subject to
the ultimate supervision and direction of the Trustees.
Subject to the approval
of the Trustees of the Fund, the Manager is authorized to enter into sub-advisory agreements with other registered investment advisers
to serve as investment sub-advisers, whether or not affiliated with the Adviser (each a “Sub-Adviser”). The Manager
will continue to have responsibility for all services furnished pursuant to any sub-advisory agreement. The Fund and Manager understand
and agree that the Manager may manage the Fund with one or more sub-advisers, which contemplates that the Manager will, among other
things: (i) continually evaluate the performance of any Sub-Adviser to the Fund; and (ii) periodically make recommendations to
the Fund’s Trustees regarding the results of its evaluation and monitoring functions. The Fund recognizes that, subject to
the approval of the Trustees of the Fund, a Sub-Adviser’s services may be terminated or modified and that the Manager may
appoint a new Sub-Adviser for the Fund.
Judgment. The Manager shall use its best judgment and efforts in rendering the advice and services to the Fund,
including the Advisory Services and the Administrative Services, as contemplated by this Agreement.
3. Exclusivity. The
Manager shall, for all purposes herein, be deemed to be an independent contractor, and shall, unless otherwise expressly provided
and authorized, have no authority to act for or represent the Fund in any way, or in any way be deemed an agent for the Fund. It
is expressly understood and agreed that the Advisory Services and Administrative Services to be rendered by the Manager to the