0001104659-15-030137 Sample Contracts

SUB-ADVISORY AGREEMENT VOYA PRIME RATE TRUST
Sub-Advisory Agreement • April 24th, 2015 • Voya PRIME RATE 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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DISTRIBUTION AGREEMENT (5 MILLION SHARES)
Distribution Agreement • April 24th, 2015 • Voya PRIME RATE TRUST • New York

WHEREAS, Voya Prime Rate Trust is a Massachusetts business trust operating as a closed-end management investment company;

EXPENSE LIMITATION AGREEMENT VOYA PRIME RATE TRUST
Expense Limitation Agreement • April 24th, 2015 • Voya PRIME RATE TRUST

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective November 18, 2014, by and between Voya Investments, LLC (the “Investment Manager”) and Voya Prime Rate Trust (the “Registrant”). The Registrant is not a series fund investment company, therefore this Agreement shall apply to the Registrant, and the use of the terms “Fund” or “Funds” herein shall refer to the Registrant.

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