0001104659-15-030146 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT VOYA PRIME RATE TRUST
Investment Management Agreement • April 24th, 2015 • Voya PRIME RATE TRUST • New York

AGREEMENT, effective as of November 18, 2014, between Voya Prime Rate Trust (the “Fund”), 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”).

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DISTRIBUTION AGREEMENT (25 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;

ADMINISTRATION AGREEMENT
Administration Agreement • April 24th, 2015 • Voya PRIME RATE 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.

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