FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENT VOYA EQUITY TRUSTSub-Advisory Agreement • September 26th, 2014 • Voya EQUITY TRUST • Arizona
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 RBC Global Asset Management (U.S.) Inc., a Minnesota corporation (the “Sub-Adviser”).
FORM OF AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT VOYA EQUITY TRUSTInvestment Management Agreement • September 26th, 2014 • Voya EQUITY 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 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”).
FORM OF AMENDED AND RESTATED SUB-ADVISORY AGREEMENTSub-Advisory Agreement • September 26th, 2014 • Voya EQUITY TRUST • Massachusetts
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 CBRE Clarion Securities, LLC, a Delaware limited liability company (the “Sub-Adviser”).
FORM OF VOYA EQUITY TRUST Suite 100 Scottsdale, Arizona 85258 May 13, 2013 as amended and restated October 1, 2014Underwriting Agreement • September 26th, 2014 • Voya EQUITY TRUST • 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.
FORM OF AMENDED AND RESTATED UNDERWRITING AGREEMENT VOYA EQUITY TRUSTUnderwriting Agreement • September 26th, 2014 • Voya EQUITY TRUST
THIS AGREEMENT, effective as of May 13, 2013, is hereby amended and restated as of this 1st day of October, 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”).
August 6, 2014 Mary Jean Milner Managing Director BNY MellonCustody Agreement • September 26th, 2014 • Voya EQUITY TRUST
FORM OF AMENDED AND RESTATED ADMINISTRATION AGREEMENTAdministration Agreement • September 26th, 2014 • Voya EQUITY TRUST • Massachusetts
THIS AGREEMENT made this 23rd day of September, 2002, as amended and restated as of March 7, 2013, and as further amended and restated as of October 1, 2014, between Voya Equity Trust (the “Trust”), a Massachusetts business trust, and Voya Funds Services, LLC (the “Administrator”), a Limited Liability Company organization under the laws of Delaware.
ContractInvestment Management Agreement • September 26th, 2014 • Voya EQUITY TRUST
Pursuant to the Investment Management Agreement, dated May 13, 2013, as amended, between ING Equity Trust and ING Investments, LLC (the “Agreement”), we hereby notify you of our intention to modify the breakpoints to the annual investment management fee for ING Growth Opportunities Fund (the “Fund”), effective on December 31, 2013.
August 6, 2014 Mary Jean Milner Managing Director BNY MellonCustody Agreement • September 26th, 2014 • Voya EQUITY TRUST
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:Securities Lending Agreement and Guaranty • September 26th, 2014 • Voya EQUITY TRUST
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.
August 6, 2014 Attention: President BNY Mellon Investment Servicing (US) Inc. Wilmington, Delaware 19809 Dear Sir or Madam:Transfer Agency Services Agreement • September 26th, 2014 • Voya EQUITY TRUST
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.
ContractInvestment Management Fee Reduction Agreement • September 26th, 2014 • Voya EQUITY TRUST
Effective February 10, 2014, LSV Asset Management (“LSV”) was added as a sub-adviser to the ING Mid Cap Value Fund (the “Fund”) resulting in a reduction in the blended sub-advisory rate payable by ING Investments, LLC (“ING Investments”) on behalf of the Fund.
October 1, 2014 Voya Equity Trust Suite 100 Scottsdale, Arizona 85258-2034 Re: Expense Limitation Recoupments Ladies and Gentlemen:Expense Limitation Agreement • September 26th, 2014 • Voya EQUITY TRUST
Voya Investments, LLC (“VIL”) and Voya Equity Trust (“VET”) have entered into the Expense Limitation Agreement dated May 13, 2013 (the “ELA”). The ELA provides that VIL will limit the expense ratios of Voya MidCap Opportunities Fund (“MidCap Opportunities Fund”) and Voya SmallCap Opportunities Fund (“SmallCap Opportunities Fund”) (each a “Fund,” together, the “Funds”) through waivers of advisory fees and reimbursements of expenses. On October 1, 2013, the expense limits were modified for MidCap Opportunities Fund and SmallCap Opportunities Fund, and on October 1, 2014, the expense limits were increased with respect to the Class I shares of SmallCap Opportunities Fund.
December 31, 2013 ING Equity Trust Suite 100 Scottsdale, Arizona 85258-2034 Re: Expense Limitations Ladies and Gentlemen:Expense Limitation Agreement • September 26th, 2014 • Voya EQUITY TRUST
In accordance with the expense limitation agreement between ING Investments, LLC (“ING Investments”) and ING Equity Trust, dated May 13, 2013 (the “Expense Limitation Agreement”) with regard to ING Growth Opportunities Fund (the “Fund”), ING Investments has waived all or a portion of its investment management fee and/or reimbursed expenses. By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, ING Investments, the adviser to the Fund, agrees that ING Investments shall, from December 31, 2013 through October 1, 2015, waive all or a portion of its investment management fee and/or reimburse expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratios of the Funds shall be as follows:
