May 23, 2014 Mary Jean Milner Managing Director BNY MellonVoya Separate Portfolios Trust • July 29th, 2014
August 1, 2014 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Sub-Advisory Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
Voya Investments, LLC (“Voya Investments”), formerly ING Investments, LLC, and Voya Investment Management Co. LLC (“Voya IM”), formerly ING Investment Management Co. LLC, are parties to a Sub-Advisory Agreement dated May 13, 2013 (the “Agreement”), and pursuant to the Agreement, Voya Investments has agreed to pay Voya IM an annual sub-advisory fee of 0.3825%, 0.2925%, and 0.315% as a percentage of average daily net assets of Voya Emerging Markets Corporate Debt Fund (formerly ING Emerging Markets Corporate Debt Fund), Voya Emerging Markets Hard Currency Debt Fund (formerly ING Emerging Markets Hard Currency Debt Fund), and Voya Emerging Markets Local Currency Debt Fund (formerly ING Emerging Markets Local Currency Debt Fund), respectively (each a “Fund,” and collectively, the “Funds”). By this letter dated August 1, 2014, Voya IM voluntarily waives the annual sub-advisory fee that it is entitled to receive as follows:
August 1, 2014 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Sub-Advisory Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
Voya Investments, LLC (“Voya Investments”), formerly ING Investments, LLC, and Voya Investment Management Co. LLC (“Voya IM”), formerly ING Investment Management Co. LLC, are parties to a Sub-Advisory Agreement, dated May 13, 2013 (the “Agreement”), and pursuant to the Agreement, Voya Investments has agreed to pay Voya IM an annual sub-advisory fee of 0.18% as a percentage of average daily net assets of Voya Investment Grade Credit Fund (formerly ING Investment Grade Credit Fund, the “Fund”). By this letter dated August 1, 2014, Voya IM voluntarily waives the annual sub-advisory fee that it is entitled to receive as follows:
August 1, 2014 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
By this letter dated August 1, 2014, we have agreed to waive the investment management fee payable to us under the Investment Management Agreement dated May 13, 2013 between Voya Investments, LLC, formerly ING Investments, LLC, and Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust (the “Agreement”), with respect to Voya Emerging Markets Corporate Debt Fund, formerly ING Emerging Markets Corporate Debt Fund; Voya Emerging Markets Hard Currency Debt Fund, formerly, ING Emerging Markets Hard Currency Debt Fund; and Voya Emerging Markets Local Currency Debt Fund, formerly, ING Emerging Markets Local Currency Debt Fund (each a “Fund,” and collectively, the “Funds”), each a series of Voya Separate Portfolios Trust, as if the investment management fee specified in the Agreement were 0.00% for each Fund. By this letter, we agree to waive that fee for the period from August 1, 2014 through August 1, 2015 (the “Waiver Period”).
August 6, 2014 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Sub-Advisory Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
Voya Investments, LLC (“Voya Investments”), formerly ING Investments, LLC, and Voya Investment Management Co. LLC (“Voya IM”), formerly ING Investment Management Co. LLC, are parties to a Sub-Advisory Agreement dated May 13, 2013 (the “Agreement”), and pursuant to the Agreement, Voya Investments has agreed to pay Voya IM an annual sub-advisory fee of 0.225% as a percentage of average daily net assets of Voya Securitized Credit Fund (the “Fund”). By this letter dated August 6, 2014, Voya IM voluntarily waives the annual sub-advisory fee that it is entitled to receive as follows:
August 6, 2014Administration Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
Pursuant to the Administration Agreement, dated March 7, 2013, as amended, between Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust, and Voya Funds Services, LLC, formerly ING Funds Services, LLC (the “Agreement”), we hereby notify you of our intention to retain you as Administrator to render administrative and other services to Voya Securitized Credit Fund (the “Fund”), a newly established series of Voya Separate Portfolios Trust, effective on August 6, 2014, upon all of the terms and conditions set forth in the Agreement.
August 1, 2014 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Amended and Restated Administration Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
By this letter dated August 1, 2014, we have agreed to waive the administrative fee payable to us under the Amended and Restated Administration Agreement, dated March 7, 2013, as amended, between Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust, and Voya Funds Services, LLC, formerly ING Funds Services, LLC (the “Agreement”). Such waiver will be in an amount equal to the administrative fee allocated to, and otherwise payable by, the Class P shares of Voya Investment Grade Credit Fund, formerly ING Investment Grade Credit Fund, a series of Voya Separate Portfolios Trust, thereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.
August 6, 2014 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
By this letter dated August 6, 2014, we have agreed to waive the investment management fee payable to us under the Investment Management Agreement dated May 13, 2013 between Voya Investments, LLC, formerly ING Investments, LLC, and Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust (the “Agreement”), with respect to Voya Securitized Credit Fund (the “Fund”), a series of Voya Separate Portfolios Trust, as if the investment management fee specified in the Agreement was 0.00% for the Fund. By this letter, we agree to waive that fee for the period from August 6, 2014 through August 1, 2016 (the “Waiver Period”).
August 6, 2014Underwriting Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
Pursuant to the Underwriting Agreement (the “Agreement”), dated May 13, 2013, as amended, between Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust, and Voya Investments Distributor, LLC, formerly ING Investments Distributor, LLC (the “Underwriter”), we hereby notify you of our intention to retain you as Underwriter to render underwriting services to Voya Securitized Credit Fund (the “Fund”), a newly established series of Voya Separate Portfolios Trust, effective on August 6, 2014, upon all of the terms and conditions set forth in the Agreement.
August 1, 2014 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
By this letter dated August 1, 2014, we have agreed to waive the investment management fee payable to us under the Investment Management Agreement, dated May 13, 2013 between Voya Investments, LLC, formerly ING Investments, LLC, and Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust (the “Agreement”). Such waiver will be in an amount equal to the investment management fees allocated to, and otherwise payable by, the Class P shares of Voya Investment Grade Credit Fund, formerly ING Investment Grade Credit Fund, a series of Voya Separate Portfolios Trust, thereby reducing the post-wavier fee rate payable by the Class P shares to 0.00%.
August 6, 2014 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Administration Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
By this letter dated August 6, 2014, we have agreed to waive the administrative fee payable to us under the Amended and Restated Administration Agreement, dated March 7, 2013, as amended, between Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust, and Voya Funds Services, LLC, formerly ING Funds Services, LLC (the “Agreement”). Such waiver will be in an amount equal to the administrative fee allocated to, and otherwise payable by, the Class P shares of Voya Securitized Credit Fund, a series of Voya Separate Portfolios Trust, thereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.
August 1, 2014 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Administration Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
By this letter dated August 1, 2014, we have agreed to waive the administrative fee payable to us under the Administration Agreement, dated May 16, 2007, as amended and restated on November 30, 2008, and as further amended and restated on March 7, 2013, as amended, between Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust, and Voya Funds Services, LLC, formerly ING Funds Services, LLC (the “Agreement”), with respect to Voya Emerging Markets Corporate Debt Fund, formerly ING Emerging Markets Corporate Debt Fund; Voya Emerging Markets Hard Currency Debt Fund, formerly ING Emerging Markets Hard Currency Debt Fund; and Voya Emerging Markets Local Currency Debt Fund, formerly ING Emerging Markets Local Currency Debt Fund, each a series of Voya Separate Portfolios Trust, in the amount of 0.10% per annum. By this letter, we agree to waive that fee for the period from August 1, 2014 through August 1, 2015 (the “Waiver Period”).
August 6, 2014 Christopher Kurtz Vice President, Finance Voya Investment Management Co. LLC One Orange Way, C1-N Windsor, CT 06095 Dear Mr. Kurtz:Sub-Advisory Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
Pursuant to the Sub-Advisory Agreement (the “Agreement”), dated May 13, 2013, between Voya Investments, LLC, formerly ING Investments, LLC, and Voya Investment Management Co. LLC, formerly ING Investment Management Co. LLC (the “Sub-Adviser”), as amended, we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to Voya Securitized Credit Fund (the “Fund”), a newly established series of Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust, effective on August 6, 2014, upon all of the terms and conditions set forth in the Agreement.
UNDERWRITING AGREEMENT ING SEPARATE PORTFOLIOS TRUST Scottsdale, Arizona 85258Underwriting Agreement • July 29th, 2014 • Voya Separate Portfolios Trust • Arizona
ING SEPARATE PORTFOLIOS TRUST is a Delaware statutory trust operating as an open-end management investment company (hereinafter referred to as the “Trust”). The Trust is registered as such under the Investment Company Act of 1940, as amended (the “1940 Act”), and its shares are registered under the Securities Act of 1933, as amended (the “1933 Act”). The Trust, on behalf of each of the series listed on Schedule A hereto, which may be amended from time to time by ING Investments Distributor, LLC (each a “Fund,” collectively the “Funds”), desires to offer and sell the authorized but unissued shares of the Funds to the public in accordance with applicable federal and state securities laws.
August 6, 2014 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Investment Management Agreement • July 29th, 2014 • Voya Separate Portfolios Trust
Pursuant to the Investment Management Agreement (the “Agreement”), dated May 13, 2013, as amended, between Voya Separate Portfolios Trust, formerly ING Separate Portfolios Trust, and Voya Investments, LLC, formerly ING Investments, LLC (the “Manager”), we hereby notify you of our intention to retain you as Manager to render investment advisory services to Voya Securitized Credit Fund (the “Fund”), a newly established series of Voya Separate Portfolios Trust, effective on August 6, 2014, upon all of the terms and conditions set forth in the Agreement.
