Contract
(d)(8)(ii)
January 1, 2020
X. Xxxx Price Associates, Inc.
000 Xxxx Xxxxx Xxxxxx
Baltimore, MD 21202
Attention: Xxxx Xxxxxxx-Xxxx
Dear Xx. Xxxxxxx-Xxxx:
Pursuant to the Sub-Advisory Agreement, effective as of May 1, 2017 (the "Agreement"), between Voya Investments, LLC and X. Xxxx Price Associates, Inc., we hereby notify you of our intention to modify the annual sub-adviser fee rate for VY® X. Xxxx Price Diversified Mid Cap Growth Portfolio (the "Portfolio"), effective on January 1, 2020, 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 amending the Amended Schedule A of the Agreement. The Amended Schedule A, which indicates the annual sub-adviser fee rate for the Portfolio, is attached hereto.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
January 1, 2020 Page 2
Please signify your acceptance to the modified sub-adviser fee rate for the Portfolio by signing below where indicated.
Very sincerely,
By: /s/ Xxxx Xxxxx_____________
Xxxx Xxxxx
Senior Vice President
Voya Investments, LLC
ACCEPTED AND AGREED TO:
X. Xxxx Price Associates, Inc.
By: /s/ Xxxxxxx Xxxxxxxx_________
Name: Xxxxxxx Xxxxxxxx___________
Title: Vice President_____________
AMENDED SCHEDULE A
to
between
VOYA INVESTMENTS, LLC
and
X. XXXX PRICE ASSOCIATES, INC.
Portfolios1, 2 |
Annual Sub-Adviser Fee |
|
(as a percentage of average |
VY® X. Xxxx Price Diversified Mid Cap |
daily net assets) |
0.500% on the first $250 million of assets; | |
Growth Portfolio |
0.450% on the next $500 million of assets; and |
|
0.400% on assets over $750 million, up to $1.2 |
|
billion |
|
When assets exceed $1.2 billion, the fee schedule |
|
resets as indicated below: |
|
0.400% computed on all Portfolio assets |
|
When assets exceed $1.5 billion, the fee schedule |
|
resets as indicated below: |
|
0.375% computed on all Portfolio assets |
VY® X. Xxxx Price Growth Equity Portfolio |
Assets up to $100 million: |
|
0.500% on the first $50 million of assets; and |
|
0.400% on the next $50 million of assets, up to $100 |
|
million |
1The fees payable under this Sub-Advisory Agreement are subject to a group fee waiver. For purposes of this fee waiver, the assets of the Portfolios will be aggregated with those of VY® X. Xxxx Price Capital Appreciation Portfolio, VY® X. Xxxx Price Equity Income Portfolio, and VY® X. Xxxx Price International Stock Portfolio (the "VIT Portfolios"), each a series of Voya Investors Trust that is managed by the Adviser and sub-advised by the Sub- Adviser. Pursuant to the terms of a letter agreement between the Adviser and Sub-Adviser dated December 5, 2001, as amended, the fee waiver will be calculated based on the aggregate assets of the Portfolios and the VIT Portfolios, as follows, and will be applied to any fees payable by a Portfolio. Notwithstanding the reference to the fee waiver in this Schedule A, the terms of the letter agreement shall govern the fee waiver.
•Aggregate assets between $750 million and $1.5 billion = 5% discount
•Aggregate assets between $1.5 billion and $3.0 billion = 7.5% discount
•Aggregate assets greater than $3.0 billion = 10% discount
2The Sub-Adviser fees for VY® X. Xxxx Price Diversified Mid Cap Growth Portfolio and VY® X. Xxxx Price Growth Equity Portfolio will be calculated on a monthly basis based on the average daily net assets for the month. The transitional credit for VY® X. Xxxx Price Growth Equity Portfolio will be calculated on a monthly basis based on the net assets on each day that the day's net assets fall within the transitional credit range on that day.
When assets exceed $100 million, the fee schedule
resets as indicated below:
0.400% on the first $250 million of assets; 0.375% on the next $250 million of assets; and 0.350% on the next $500 million of assets, up to $1 billion
When assets exceed $1 billion, the fee schedule resets
as indicated below:
0.300% on all assets
With respect to VY® X. Xxxx Price Diversified Mid Cap Growth Portfolio:
For VY® X. Xxxx Price Diversified Mid Cap Growth Portfolio (the "Diversified Mid Cap Growth Portfolio"), the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the tiered fee schedule and the flat 0.400% fee schedule once assets reach $1.2 billion and the flat 0.375% fee schedule once assets reach $1.5 billion. The credit will apply at asset levels between approximately $1.08 billion and $1.2 billion, and $1.4 billion and $1.5 billion, respectively.
To accommodate circumstances where the Diversified Mid Cap Growth Portfolio's assets fall beneath $1.2 billion and to prevent a decline in the Diversified Mid Cap Growth Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the original tiered fee schedule. This credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $1.2 billion, when the flat fee would be triggered, or (b) fall below a threshold of approximately $1.08 billion, which would trigger the application of the tiered fee schedule.
The credit is determined by prorating the difference between the tiered fee schedule and the flat 0.400% fee schedule over the difference between $1.2 billion and the current portfolio size for billing purposes. The credit would approach $500,000 annually when the Diversified Mid Cap Growth Portfolio's assets were close to $1.2 billion and fall to zero at approximately $1.08 billion.
The transitional credit is determined as follows: |
|
Current Portfolio Size for Billing Purposes - $1,075,000,000 |
X $500,000 |
$125,000 |
To accommodate circumstances where the Diversified Mid Cap Growth Portfolio's assets fall beneath $1.5 billion, and to prevent a decline in the Diversified Mid Cap Growth Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the original flat 0.400% fee schedule. This credit will be applied against the fees assessed under the existing fee schedule and will have
the effect of reducing the dollar fee until assets either (a) exceed $1.5 billion, when the flat 0.375% fee schedule would be triggered, or (b) fall below a threshold of approximately $1.4 billion, which would trigger the application of the flat 0.400% fee schedule.
The credit is determined by prorating the difference between the flat 0.400% fee schedule and the flat 0.375% fee schedule over the difference between $1.5 billion and the current portfolio size for billing purposes. The credit would approach $375,000 annually when the Diversified Mid Cap Growth Portfolio's assets were close to $1.5 billion and fall to zero at approximately $1.4 billion.
The transitional credit is determined as follows: |
|
Current Portfolio Size for Billing Purposes - $1,406,250,000 |
X $375,000 |
$93,750,000 |
With respect to VY® X. Xxxx Price Growth Equity Portfolio:
For VY® X. Xxxx Price Growth Equity Portfolio (the "Growth Equity Portfolio"), the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the higher fee schedule in place when assets are between $100 million and $1 billion and the lower flat fee once assets reach $1 billion. The credit will apply at asset levels between approximately $803.6 million and $1 billion. If assets are between $803.6 million and $1 billion, the Adviser will receive a transitional credit (as calculated below) to reduce the fee payable by the Adviser to the Sub- Adviser to take into account what the Adviser would be charged if the Growth Equity Portfolio held $1 billion in assets and was eligible for the next lower flat rate tier of 0.300%.
The credit is determined by prorating the difference between the fee schedule in place when assets are between $100 million and $1 billion and the flat 0.300% fee schedule when assets reach $1 billion by multiplying the difference between the current portfolio size for billing purposes and a $803.6 million3 threshold, divided by the difference between $1 billion and a $803.6 million threshold. The credit would approach a maximum of $687,500 annually as the Growth Equity Portfolio's assets get closer to $1 billion and fall to $0 as the Growth Equity Portfolio's assets approach $803.6 million or exceed $1 billion.
The transitional credit is determined as follows: |
| |
Current Portfolio Size for Billing Purposes - $803,571,429 |
X $687,500 | |
$196,428,571 | ||
|
Effective date: January 1, 2020, to reflect a modification to the sub-adviser fee rate for VY® X. Xxxx Price Diversified Mid Cap Growth Portfolio.
3The $803.6 million threshold is calculated by the Sub-Adviser.
