0001104659-14-048043 Sample Contracts

SUB-ADVISORY AGREEMENT ING PRIME RATE TRUST
Sub-Advisory Agreement • June 24th, 2014 • Voya PRIME RATE TRUST • New York

AGREEMENT dated May 7, 2013, between ING Investments, LLC, an Arizona limited liability company (the “Manager”), and ING Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).

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INVESTMENT MANAGEMENT AGREEMENT ING PRIME RATE TRUST
Investment Management Agreement • June 24th, 2014 • Voya PRIME RATE TRUST • New York

AGREEMENT dated May 7, 2013, is by and ING Prime Rate Trust (the “Fund”), a Massachusetts business trust and ING Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

DISTRIBUTION AGREEMENT (25 MILLION SHARES)
Distribution Agreement • June 24th, 2014 • Voya PRIME RATE TRUST • New York

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

EXPENSE LIMITATION AGREEMENT ING PRIME RATE TRUST
Expense Limitation Agreement • June 24th, 2014 • Voya PRIME RATE TRUST

This EXPENSE LIMITATION AGREEMENT (the “Agreement”) is effective May 7, 2013, by and between ING Investments, LLC (the “Investment Manager”) and ING 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.

WRITTEN INSTRUMENT AMENDING THE AGREEMENT AND DECLARATION OF TRUST OF ING PRIME RATE TRUST
Prime Rate Trust • June 24th, 2014 • Voya PRIME RATE TRUST

This Amendment to the Agreement and Declaration of Trust (“Declaration”) of ING Prime Rate Trust (the “Trust”), is made this 23rd day of January, 2014 by the parties signatory hereto, as Trustees of the Trust (the “Trustees”).

AMENDED AND RESTATED ADMINISTRATION AGREEMENT
Administration Agreement • June 24th, 2014 • Voya PRIME RATE TRUST

THIS ADMINISTRATION AGREEMENT which was made as of the 20th day of October, 1992, amended and restated as of February 17, 1995, April 7, 1995, May 2, 1996, April, 7, 1997, February 2, 1999, November 30, 2008, and as further amended and restated on March 7, 2013 by and between ING PRIME RATE TRUST, a Massachusetts Business Trust (hereinafter referred to as the “Trust”), and ING Funds Services, LLC, a corporation organized and existing under the laws of Delaware (hereinafter called the “Administrator”).

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