SUB-ADVISORY AGREEMENT VOYA SEPARATE PORTFOLIOS TRUSTSub-Advisory Agreement • May 29th, 2015 • Voya Separate Portfolios 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”).
AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT VOYA SEPARATE PORTFOLIOS TRUSTInvestment Management Agreement • May 29th, 2015 • Voya Separate Portfolios Trust • New York
UNDERWRITING AGREEMENT VOYA SEPARATE PORTFOLIOS TRUST Suite 100 Scottsdale, Arizona 85258 November 18, 2014Underwriting Agreement • May 29th, 2015 • Voya Separate Portfolios Trust • Arizona
VOYA SEPARATE PORTFOLIOS TRUST is a Delaware statutory 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.
November 18, 2014 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Voya Separate Portfolios Trust • May 29th, 2015
Voya Investments, LLC (“Voya Investments”) and Voya Investment Management Co. LLC (“Voya IM”) are parties to a Sub-Advisory Agreement dated November 18, 2014 (the “Agreement”), and pursuant to the Agreement, Voya Investments has agreed to pay Voya IM an annual sub-advisory fee of 0.225% as a percentage of average daily net assets of Voya Securitized Credit Fund (the “Fund”). By this letter dated November 18, 2014, Voya IM voluntarily waives the annual sub-advisory fee that it is entitled to receive as follows:
May 1, 2015 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya Separate Portfolios Trust • May 29th, 2015
By this letter dated May 1, 2015, we have agreed to waive the management fee payable to us under the Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Investments, LLC and Voya Separate Portfolios Trust (the “Agreement”), with respect to Voya Emerging Markets Corporate Debt Fund, Voya Emerging Markets Hard Currency Debt Fund, and Voya Emerging Markets Local Currency Debt Fund (each a “Fund,” and collectively, the “Funds”), each a series of Voya Separate Portfolios Trust, as if the management fee specified in the Agreement were 0.00% for each Fund.
November 18, 2014 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Voya Separate Portfolios Trust • May 29th, 2015
Voya Investments, LLC (“Voya Investments”) and Voya Investment Management Co. LLC (“Voya IM”) are parties to a Sub-Advisory Agreement, dated November 18, 2014 (the “Agreement”), and pursuant to the Agreement, Voya Investments has agreed to pay Voya IM an annual sub-advisory fee of 0.18% as a percentage of average daily net assets of Voya Investment Grade Credit Fund (the “Fund”). By this letter dated November 18, 2014, Voya IM voluntarily waives the annual sub-advisory fee that it is entitled to receive as follows:
May 1, 2015 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya Separate Portfolios Trust • May 29th, 2015
By this letter dated May 1, 2015, we have agreed to waive the management fee payable to us under the Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Investments, LLC and Voya Separate Portfolios Trust (the “Agreement”), with respect to Class P shares of Voya Investment Grade Credit Fund (the “Fund”), a series of Voya Separate Portfolios Trust. Such waiver will be in an amount equal to the management fees allocated to, and otherwise payable by, the Class P shares of the Fund, thereby reducing the post-waiver fee rate payable by the Class P shares to 0.00%.
May 1, 2015 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya Separate Portfolios Trust • May 29th, 2015
By this letter dated May 1, 2015, we have agreed to waive the investment management fee payable to us under the Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Investments, LLC and Voya Separate Portfolios Trust (the “Agreement”), with respect to Voya Securitized Credit Fund (the “Fund”), a series of Voya Separate Portfolios Trust, as if the management fee specified in the Agreement was 0.00% for the Fund.
November 18, 2014 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Voya Separate Portfolios Trust • May 29th, 2015
Voya Investments, LLC (“Voya Investments”) and Voya Investment Management Co. LLC (“Voya IM”) are parties to a Sub-Advisory Agreement dated November 18, 2014 (the “Agreement”), and pursuant to the Agreement, Voya Investments has agreed to pay Voya IM an annual sub-advisory fee of 0.3825%, 0.2925%, and 0.315% as a percentage of average daily net assets of Voya Emerging Markets Corporate Debt Fund, Voya Emerging Markets Hard Currency Debt Fund, and Voya Emerging Markets Local Currency Debt Fund, respectively (each a “Fund,” and collectively, the “Funds”). By this letter dated November 18, 2014, Voya IM voluntarily waives the annual sub-advisory fee that it is entitled to receive as follows:
May 1, 2015 Voya Separate Portfolios Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya Separate Portfolios Trust • May 29th, 2015
By this letter dated May 1, 2015, we agree to waive a portion of the management fee payable to us under the Investment Management Agreement, dated November 18, 2014, as amended and restated on May 1, 2015, between Voya Investments, LLC and Voya Separate Portfolios Trust (the “Agreement”), with respect to Voya Retirement Solution 2020 Fund, Voya Retirement Solution 2025 Fund, Voya Retirement Solution 2030 Fund, Voya Retirement Solution 2035 Fund, Voya Retirement Solution 2040 Fund, Voya Retirement Solution 2045 Fund, Voya Retirement Solution 2050 Fund, Voya Retirement Solution 2055 Fund, Voya Retirement Solution 2060 Fund, and Voya Retirement Solution Income Fund (the “Funds”), each a series of Voya Separate Portfolios Trust, in the amount of 0.10% on all assets for each Fund.
EXPENSE LIMITATION AGREEMENT VOYA SEPARATE PORTFOLIOS TRUSTExpense Limitation Agreement • May 29th, 2015 • Voya Separate Portfolios Trust
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective November 18, 2014, by and between Voya Investments, LLC (the “Investment Manager”) and Voya Separate Portfolios Trust (the “Registrant” or the “Trust”). The Registrant is a series fund investment company, and is entering into this Agreement on behalf of, and this Agreement shall apply to, each series of the Registrant set forth on Schedule A hereto (each a “Fund,” collectively the “Funds”), as such schedule may be amended from time to time to add or delete series.
