0001104659-15-023510 Sample Contracts

SUB-ADVISORY AGREEMENT VOYA EQUITY TRUST
Sub-Advisory Agreement • March 27th, 2015 • Voya EQUITY TRUST • New York

AGREEMENT, effective as of November 18, 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”).

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INVESTMENT MANAGEMENT AGREEMENT VOYA EQUITY TRUST
Investment Management Agreement • March 27th, 2015 • Voya EQUITY TRUST • New York

AGREEMENT, effective as of November 18, 2014, between Voya Equity Trust (the “Trust”), a Massachusetts business trust, and Voya Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • March 27th, 2015 • Voya EQUITY TRUST • Massachusetts

AGREEMENT, effective as of November 18, 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”).

VOYA EQUITY TRUST Suite 100 Scottsdale, Arizona 85258 November 18, 2014
Voya EQUITY TRUST • March 27th, 2015 • New York

VOYA EQUITY TRUST is a Massachusetts business 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.

UNDERWRITING AGREEMENT VOYA EQUITY TRUST
Underwriting Agreement • March 27th, 2015 • Voya EQUITY TRUST

THIS AGREEMENT, effective as of November 18, 2014, between Voya Equity Trust, a Massachusetts business trust (the “Trust”), on behalf of each series of the Trust set forth on Schedule A hereto (each a “Fund,” collectively, the “Funds”), as such schedule may be amended from time to time to add additional series, and Voya Investments Distributor, LLC, a Delaware limited liability company (the “Underwriter”).

ADMINISTRATION AGREEMENT
Administration Agreement • March 27th, 2015 • Voya EQUITY TRUST • Delaware

This AGREEMENT made this January 1, 2015 between each of the registered investment companies (each a “Fund” and collectively, the “Funds”), on behalf of each series thereof (each a “Series”) set forth on Schedule A hereto, as such schedule may be amended from time to time to add additional Funds or Series, and Voya Funds Services, LLC (the “Administrator”), a Delaware limited liability company.

INVESTMENT MANAGEMENT AGREEMENT VOYA EQUITY TRUST
Investment Management Agreement • March 27th, 2015 • Voya EQUITY TRUST • New York

AGREEMENT, effective as of November 18, 2014, between Voya Equity Trust (the “Trust”), a Massachusetts business trust, and Voya Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

March 6, 2015 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:
Voya EQUITY TRUST • March 27th, 2015

Pursuant to the Investment Management Agreement, dated November 18, 2014, between Voya Equity Trust (“VET”) and Voya Investments, LLC (the “Agreement”), we hereby notify you of our intention to modify the breakpoints to the annual investment management fee for Voya Large Cap Value Fund (the “Fund”), a series of VET, effective as of the close of business on March 6, 2015, upon all of the terms and conditions set forth in the Agreement.

February 9, 2015 Todd Modic Senior Vice President Voya Funds Services, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:
Administration Agreement • March 27th, 2015 • Voya EQUITY TRUST

Pursuant to the Administration Agreement (the “Agreement”), dated January 1, 2015, between the Funds listed on Schedule A of the Agreement and Voya Funds Services, LLC (“Administrator”), we hereby notify you of our intention to retain you as Administrator to render administrative and other services to: Voya Index Solution 2060 Portfolio and Voya Solution 2060 Portfolio, each a newly established series of Voya Partners Inc.; Voya Retirement Solution 2060 Fund, a newly established series of Voya Separate Portfolios Trust; and VY® Goldman Sachs Bond Portfolio, a newly established series of Voya Variable Insurance Trust (collectively, the “Funds”), effective on February 9, 2015, upon all of the terms and conditions set forth in the Agreement.

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