Directed Services LLC
(d)(19)
Directed Services LLC
0000 Xxxxxxxx Xxxxx, Xxxx Xxxxxxx, XX 00000
January 1, 2016
Voya Partners, Inc.
0000 Xxxx Xxxxxxxxxx Xxxxx Xxxx
Suite 100
Scottsdale, Arizona 85258-2034
Re: Expense Limitation Recoupments
Ladies and Gentlemen:
Directed Services LLC (“DSL”) and Voya Partners, Inc. (“VPI”) have entered into the Expense Limitation Agreement, dated January 1, 2016 (the “ELA”). The ELA provides that DSL will limit the expense ratios of Voya Global Bond Portfolio, formerly, ING Xxxxxxxxxxx Global Strategic Income Portfolio (“Global Bond Portfolio”), and VY® X. Xxxx Price Diversified Mid Cap Growth Portfolio (“X. Xxxx Price Portfolio” and collectively, the “Portfolios”) through waivers of advisory fees and reimbursements of expenses. The expense limits were increased on May 1, 2013 with respect to Global Bond Portfolio; and on May 1, 2014, the expense limits were increased for X. Xxxx Price Portfolio (collectively, the “ELA Amendment Dates”).
Under Section 2 of the ELA, captioned “Right to Recoupment,” if DSL has waived or reduced any investment advisory fees, or made any payments pursuant to Section 1.4 of the ELA, relating to the 36 months preceding any month-end calculation pursuant to Section 1.4 of the ELA (the “Calculation Date”), DSL is entitled to recoup monies from the Portfolios if, among other things, on the Calculation Date the “aggregate Term to date Fund Operating Expenses” of a class of the Portfolios are less than that day’s “Pro-Rated Expense Cap” (as each such term is defined under the ELA) for that class.
Consistent with the terms of the expense limitation recoupment letter previously entered into between the parties, by DSL’s execution of this letter agreement, DSL agrees that, beginning on May 1, 2013 and May 1, 2014, as applicable, for a Portfolio’s Adviser Class, Initial Class, Service Class, and Service 2 Class, as applicable, shares (the “ELA Amendment Date”), DSL’s right to recoupment under the ELA with respect to the Portfolio will be modified to reflect increases to the Portfolio’s expense limits implemented on the ELA Amendment Date. The modification is as follows:
If on any Calculation Date the aggregate Term to Date Fund Operating Expenses for any class of the Portfolio are less than the Pro-Rata Expense Cap for that class and DSL elects to recoup waivers and reimbursements paid to the Portfolio during the preceding 36-month period which have not already been recouped, with respect to any waivers or fee reductions effected prior to the ELA Amendment Date, DSL waives its right to recoupment for amounts paid that are attributable to the difference between: (1) the Pro-Rata Expense Cap implemented on the ELA Amendment Date; and (2) the Pro-Rata
Expense Cap in effect for the Portfolio prior to the ELA Amendment Date. VPI acknowledges that any payments recouped by DSL pursuant to Section 2 of the ELA for any class prior to the ELA Amendment Date are not subject to this waiver agreement.
This letter agreement shall terminate upon termination of the ELA. Notwithstanding the foregoing, termination or modification of this letter agreement requires approval by the Board of Directors of VPI.
Please indicate your agreement to this Agreement by executing below in the place indicated.
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Sincerely, | ||
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By: |
/s/ Xxxx Xxxxx | |
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Xxxx Xxxxx | |
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Vice President | |
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Directed Services LLC | |
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Accepted: |
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By: |
/s/ Xxxxxxxx X. Xxxxxxxx |
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Xxxxxxxx X. Xxxxxxxx |
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Senior Vice President |
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Voya Partners, Inc. |
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