SUB-ADVISORY AGREEMENT VOYA PARTNERS, INC.Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC • New York
AGREEMENT, effective as of November 18, 2014, between Directed Services LLC, a Delaware limited liability company (the “Manager”), and Voya Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC • Delaware
AGREEMENT, effective as of November 18, 2014, between Directed Services LLC (the “Adviser”), a Delaware limited liability company, and Templeton Investment Counsel, LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of Delaware (the “Agreement”).
INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC andInvestment Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC • Maryland
INVESTMENT SUBADVISORY AGREEMENT, effective as of November 18, 2014, between Directed Services LLC (the “Adviser”), a Delaware limited liability company, and J.P. Morgan Investment Management Inc. (the “Subadviser”), a corporation organized and existing under the laws of the State of Delaware.
February 9, 2015 Mary Jean Milner Managing Director BNY MellonVoya PARTNERS INC • April 24th, 2015
February 9, 2015 Mary Jean Milner Managing Director BNY MellonVoya PARTNERS INC • April 24th, 2015
February 9, 2015 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 • April 24th, 2015 • Voya PARTNERS INC
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 VY® Goldman Sachs Bond Portfolio, Voya Retirement Solution 2060 Fund, Voya Index Solution 2060 Portfolio, and Voya Solution 2060 Portfolio (collectively, the “Funds”), each a newly established series of Voya Variable Insurance Trust, Voya Separate Portfolios Trust, Voya Partners Inc., and Voya Partners Inc., respectively, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated August 6, 2014.
INVESTMENT SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and OPPENHEIMERFUNDS, INC.Investment Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC • Maryland
INVESTMENT SUB-ADVISORY AGREEMENT, effective as of November 18, 2014, between Directed Services LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Delaware, and OppenheimerFunds, Inc. (the “Sub-Adviser”), a corporation organized and existing under the laws of the State of Colorado.
INVESTMENT SUBADVISORY AGREEMENT between DIRECTED SERVICES LLC andInvestment Subadvisory Agreement • April 24th, 2015 • Voya PARTNERS INC • Maryland
INVESTMENT SUBADVISORY AGREEMENT, effective as of November 18, 2014, between Directed Services LLC, (the “Adviser”), a Delaware limited liability company (by virtue of a substitution effective as of January 1, 2007, assumed all duties and obligations of former contracting party Aetna Life Insurance and Annuity Company), and T. Rowe Price Associates, Inc. (the “Sub-Adviser”), a corporation organized and existing under the laws of the State of Maryland.
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the investment sub-advisory agreement dated May 7, 2013, between Directed Services LLC and Invesco Advisers, Inc. (“Invesco”) (the “Sub-Advisory Agreement”), the sub-advisory fee for VY® Invesco Comstock Portfolio (the “Portfolio”) was reduced on January 1, 2014. On November 18, 2014, Invesco executed a new Sub-Advisory Agreement.
Directed Services LLC February 9, 2015 Christopher Kurtz Vice President, Finance ING Investment Management Co. LLC One Orange Way, C1-N Windsor, CT 06095 Dear Mr. Kurtz:Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the Sub-Advisory Agreement, dated November 18, 2014, between Directed Services LLC and Voya Investment Management Co. LLC (the “Agreement”), we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to Voya Index Solution 2060 Portfolio and Voya Solution 2060 Portfolio (together, the “Portfolios”), each a series of Voya Partners, Inc., effective on February 9, 2015, upon all of the terms and conditions set forth in the Agreement.
May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, Arizona 85258-2034 Ladies and Gentlemen:Service Agreement • April 24th, 2015 • Voya PARTNERS INC
By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Voya Investments Distributor, LLC (the “Distributor”) agrees to waive, from May 1, 2015 through May 1, 2016, a portion of its service fee and/or reimburse expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratio of the Service Class shares of VY® Baron Growth Portfolio, a series of Voya Partners, Inc., shall be as follows:
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the investment sub-advisory agreement dated December 14, 2000, as amended, between Directed Services LLC and T. Rowe Price Associates, Inc. (“T. Rowe Price”) (the “Sub-Advisory Agreement”), the sub-advisory fee for VY® T. Rowe Price Growth Equity Portfolio (the “Portfolio”) was reduced on May 1, 2007. On May 1, 2014, T. Rowe Price executed an amended and restated Sub-Advisory Agreement. On November 18, 2014, T. Rowe Price executed a new Sub-Advisory Agreement.
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the sub-advisory agreement dated May 1, 2010, between Directed Services LLC and Columbia Management Investment Advisers, LLC (“Columbia”) (the “Sub-Advisory Agreement”), the sub-advisory fee for VY® Columbia Contrarian Core Portfolio (the “Portfolio”), was reduced on May 1, 2013. On November 18, 2014, Columbia executed a new Sub-Advisory Agreement.
Directed Services LLC May 1, 2015Portfolio Management Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the Portfolio Management Agreement dated October 24, 1997 and amended and restated January 21 2011, as amended, among Voya Investors Trust, Directed Services LLC, and T. Rowe Price Associates, Inc. (“T. Rowe Price”) on behalf of VY® T. Rowe Price Equity Income Portfolio (“TRP Equity Income Portfolio”), a series of Voya Investors Trust; and pursuant to the Investment Subadvisory Agreement dated December 14, 2000, as amended, between Directed Services LLC and T. Rowe Price Associates, Inc., on behalf of VY® T. Rowe Price Growth Equity Portfolio, a series of Voya Partners, Inc. (“TRP Growth Equity Portfolio,” and together with TRP Equity Income Portfolio, the “Portfolios”), the sub-advisory fee rates for the Portfolios were reduced on June 1, 2010, and the sub-advisory fee rate for TRP Equity Income Portfolio was further reduced on May 1, 2011. On November 18, 2014, T. Rowe Price executed a new Portfolio Management Agreement with respect to TRP Equity Income Portfolio and a ne
FORM OF MANAGEMENT AGREEMENTManagement Agreement • April 24th, 2015 • Voya PARTNERS INC • Delaware
ADMINISTRATIVE SERVICES SUB-CONTRACTAdministrative Services Sub-Contract • April 24th, 2015 • Voya PARTNERS INC • Delaware
This Administrative Services Sub-Contract (this “Sub-Contract”) effective as of May 1, 2015, by and between Directed Services, LLC, a Delaware limited liability company (“DSL”), and Voya Investments, LLC, an Arizona limited liability company (“VIL” or the “Sub-Administrator”).
Directed Services LLC December 12, 2014 Christopher Kurtz Vice President, Finance ING Investment Management Co. LLC One Orange Way, C1-N Windsor, CT 06095 Dear Mr. Kurtz:Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the Sub-Advisory Agreement, dated November 18, 2014, between Directed Services LLC and Voya Investment Management Co. LLC, as amended (the “Agreement”), we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to Voya Aggregate Bond Portfolio (formerly, VY® PIMCO Bond Portfolio, the “Portfolio”), a series of Voya Partners, Inc., effective as of the close of business on December 12, 2014, upon all of the terms and conditions set forth in the Agreement.
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the sub-advisory agreement, dated June 7, 2011, as amended, between Directed Services LLC (“DSL”) and Voya Investment Management Co. LLC (“VIM”) (the “Sub-Advisory Agreement”), the sub-advisory fee for Voya Global Bond Portfolio (the “Portfolio”) was reduced on January 21, 2011 in connection with the sub-adviser change to VIM. On November 18, 2014, VIM executed a new Sub-Advisory Agreement.
Directed Services LLC May 1, 2015 Voya Partners, Inc. 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitation Agreement • April 24th, 2015 • Voya PARTNERS INC
By execution of this letter agreement (the “Agreement”) to the Expense Limitation Agreement dated November 18, 2014, as amended, intending to be legally bound hereby, Directed Services LLC (“DSL”), the Adviser to VY® Templeton Foreign Equity Portfolio (the “Portfolio”), agrees that DSL shall, from May 1, 2015 through May 1, 2016, 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 Portfolio, shall be as follows:
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the investment sub-advisory agreement dated March 29, 2002, as amended, between Directed Services LLC and American Century Investment Management, Inc. (“American Century”) (the “Sub-Advisory Agreement”), the sub-advisory fee for VY® American Century Small-Mid Cap Value Portfolio (the “Portfolio”) was reduced on April 28, 2006. The sub-advisory fee for the Portfolio was further reduced on January 1, 2014. On November 18, 2014, American Century executed a new Sub-Advisory Agreement.
SUB-ADVISORY AGREEMENT VOYA PARTNERS, INC.Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC • New York
AGREEMENT, effective as of November 18, 2014, between Directed Services LLC, a Delaware limited liability company (the “Manager”), and Voya Investment Management Co. LLC, a Delaware limited liability company (the “Sub-Adviser”).
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Fee Waiver Agreement • April 24th, 2015 • Voya PARTNERS INC
By our execution of this letter agreement, we hereby notify you that, during periods when VY® Templeton Foreign Equity Portfolio (the “Portfolio”), a series of Voya Partners, Inc., managed by Directed Services LLC (“DSL”) and sub-advised by Templeton Investment Counsel, LLC (“Templeton”), invests in Templeton Institutional Funds-Foreign Smaller Companies Series (the “Underlying Funds”), DSL will waive its fees with respect to the Portfolio’s assets invested in the Underlying Funds. The waiver will be equal to the advisory fee, received by Templeton from the Underlying Funds attributable to Templeton’s management of the Portfolio assets that are invested in the Underlying Funds.
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
By execution of this letter agreement (the “Agreement”), dated May 1, 2015, intending to be legally bound hereby, Directed Services LLC (“DSL”), the Adviser to Voya Index Solution 2020 Portfolio, Voya Index Solution 2025 Portfolio, Voya Index Solution 2030 Portfolio, Voya Index Solution 2035 Portfolio, Voya Index Solution 2040 Portfolio, Voya Index Solution 2045 Portfolio, Voya Index Solution 2050 Portfolio, Voya Index Solution 2055 Portfolio, Voya Index Solution 2060 Portfolio, and Voya Index Solution Income Portfolio (the “Solution Portfolios”), each a series of Voya Partners, Inc. (“VPI”), agrees that DSL shall, from May 1, 2015 through May 1, 2018, waive all or a portion of its investment management fee and/or reimburse expenses to limit each Solution Portfolio’s Fund-level ordinary operating expenses (including interest, leverage expenses, taxes and expenses of any counsel or other persons or services retained by VPI’s directors who are not “interested persons,” as that term is de
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 24th, 2015 • Voya PARTNERS INC
Pursuant to the sub-advisory agreement dated April 28, 2006, as amended, between Directed Services LLC and Columbia Management Investment Advisers, LLC (“Columbia”) (the “Sub-Advisory Agreement”) the sub-advisory fee for VY® Columbia Small Cap Value II Portfolio (the “Portfolio”) was reduced on May 1, 2013. On November 18, 2014, Columbia executed a new Sub-Advisory Agreement.
Directed Services LLC May 1, 2015 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 24th, 2015 • Voya PARTNERS INC
By this letter dated May 1, 2015, we have agreed 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 Directed Services LLC and Voya Partners, Inc. (the “Agreement”), with respect to VY® Invesco Equity and Income Portfolio (the “Portfolio”), a series of Voya Partners, Inc., in the amount of 0.01% per annum. By this letter, we agree to waive that fee for the period from May 1, 2015 through May 1, 2016.
EXPENSE LIMITATION AGREEMENT VOYA PARTNERS, INC.Expense Limitation Agreement • April 24th, 2015 • Voya PARTNERS INC
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), is effective November 18, 2014, by and between Directed Services LLC (the “Investment Manager”) and Voya Partners, Inc. (the “Registrant”). 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.
