August 6, 2014 Mary Jean Milner Managing Director BNY MellonVoya Separate Portfolios Trust • September 26th, 2014
August 6, 2014 Mary Jean Milner Managing Director BNY MellonVoya Separate Portfolios Trust • September 26th, 2014
FORM OF AMENDED AND RESTATED UNDERWRITING AGREEMENT VOYA SEPARATE PORTFOLIOS TRUST Suite 100 Scottsdale, Arizona 85258 May 13, 2013 as amended and restated October 1, 2014Underwriting Agreement • September 26th, 2014 • Voya Separate Portfolios Trust • Arizona
VOYA 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 Voya 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.
FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENT VOYA SEPARATE PORTFOLIOS TRUSTSub-Advisory Agreement • September 26th, 2014 • Voya Separate Portfolios Trust • New York
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 Voya Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).
August 6, 2014 Attention: President BNY Mellon Investment Servicing (US) Inc. Wilmington, Delaware 19809 Dear Sir or Madam:Voya Separate Portfolios Trust • September 26th, 2014
Pursuant to the Transfer Agency Services Agreement, dated February 25, 2009, between the Funds (as defined in the Agreement) and BNY Mellon Investment Servicing (US) Inc., formerly, PNC Global Investment Servicing (U.S.) Inc., as amended (the “Agreement”), we hereby notify you of our intention to retain you as Transfer Agent and Dividend Dispersing Agent to render such services to Voya Securitized Credit 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. Upon your acceptance, the Agreement will be modified to give effect to the foregoing by adding the above-mentioned Fund to the Amended Exhibit A of the Agreement. This Amended Exhibit A supersedes the previous Amended Exhibit A, dated May 21, 2014.
FORM OF AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • September 26th, 2014 • Voya Separate Portfolios Trust • Delaware
THIS AGREEMENT made this 16th day of May, 2007, as amended and restated as of March 7, 2013, and as further amended and restated as of October 1, 2014, between Voya Separate Portfolios Trust (the “Trust”), a Delaware statutory trust, and Voya Funds Services, LLC (the “Administrator”), a limited liability company organization under the laws of Delaware.
August 6, 2014 Ms. Katherine Dinella Vice President The Bank of New York Mellon — Securities Lending One Wall Street, 17th Floor New York, NY 10286 Dear Ms. Dinella:Voya Separate Portfolios Trust • September 26th, 2014
Pursuant to the terms and conditions of the Securities Lending Agreement and Guaranty, dated August 7, 2003, and the Subscription Agreement for Registered Investment Companies, dated August 8, 2003, (together, the “Agreements”), we hereby notify you of the addition of Voya Securitized Credit Fund, a newly established series of Voya Separate Portfolios Trust, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated May 23, 2014.
