SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUSTSub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS 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”).
INVESTMENT MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTInvestment Management Agreement • April 28th, 2015 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of November 18, 2014, between Voya Investors Trust (the “Trust”), a Massachusetts business trust, and Voya Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Adviser”), a Delaware limited liability company, and BlackRock Financial Management, Inc. (the “Sub-Adviser”), a corporation organized under the laws of the State of Delaware (the “Agreement”).
PORTFOLIO MANAGEMENT AGREEMENTPortfolio Management Agreement • April 28th, 2015 • Voya INVESTORS TRUST • Delaware
AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, and Templeton Global Advisors Limited (the “Portfolio Manager”), a Bahamian corporation (the “Agreement”).
FORM OF SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUSTSub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST • Arizona
AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, and The London Company of Virginia, LLC (the “Sub-Adviser”), a Delaware limited liability company (the “Agreement”).
February 9, 2015 Mary Jean Milner Managing Director BNY MellonVoya INVESTORS TRUST • April 28th, 2015
PORTFOLIO MANAGEMENT AGREEMENTPortfolio Management Agreement • April 28th, 2015 • Voya INVESTORS TRUST • Delaware
AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, formerly, Directed Services, Inc., and T. Rowe Price Associates, Inc. (the “Portfolio Manager”), a Maryland corporation.
INVESTMENT MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTInvestment Management Agreement • April 28th, 2015 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of November 18, 2014, between Voya Investors Trust (the “Trust”), a Massachusetts business trust, and Directed Services LLC (the “Manager”), a Delaware limited liability company (the “Agreement”).
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 28th, 2015 • Voya INVESTORS TRUST
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.
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST • Delaware
AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Adviser”), a Delaware limited liability company, and Dimensional Fund Advisors LP (the “Sub-Adviser”), a Delaware limited partnership (the “Agreement”).
FORM OF MANAGEMENT AGREEMENTManagement Agreement • April 28th, 2015 • Voya INVESTORS TRUST • Delaware
FORM OF SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUSTSub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST • Delaware
AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, and Columbia Management Investment Advisers, LLC (the “Sub-Adviser”), a limited liability company organized under the laws of the State of Minnesota (the “Agreement”).
INVESTMENT MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTInvestment Management Agreement • April 28th, 2015 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of November 18, 2014, between Voya Investors Trust (the “Trust”), a Massachusetts business trust, and Directed Services LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Delaware (the “Agreement”).
ADMINISTRATIVE SERVICES SUB-CONTRACTAdministrative Services Sub-Contract • April 28th, 2015 • Voya INVESTORS TRUST • 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 November 18, 2014 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST
Pursuant to the Sub-Advisory Agreement, dated May 7, 2013, between Directed Services LLC and Voya Investment Management Co. LLC (“VIM”), the sub-advisory fee for Voya High Yield Portfolio (the “Portfolio”), was reduced effective the close of business on February 4, 2014. On November 18, 2014, VIM executed a new Sub-Advisory Agreement.
Directed Services LLC May 1, 2015 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
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® DFA World Equity Portfolio (the “Portfolio”), agrees that DSL shall, from May 1, 2015 through May 1, 2017, 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, including expenses of the underlying investment companies, shall be as follows:
SUB-SUB-ADVISORY AGREEMENT between FMR CO., INC. and FIDELITY MANAGEMENT & RESEARCH COMPANYSub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST • Massachusetts
AGREEMENT made this 1 day of October, 2014, by and between FMR Co., Inc., Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Sub-Adviser”) and Fidelity Management & Research Company, a Massachusetts corporation with principal offices at 245 Summer Street, Boston, Massachusetts (hereinafter called the “Adviser”).
Directed Services LLC May 1, 2015 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen: Pursuant to the Sub-Advisory Agreement, dated May 1, 2013, among Columbia Management Investment Advisers, LLC (“Columbia”), sub- adviser to...Sub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST
Pursuant to the Sub-Advisory Agreement, dated May 1, 2013, among The London Company of Virginia, LLC (“London”), sub-adviser to the Portfolio, VIT, and DSL, the sub-advisory fee rate payable by DSL to London remains the same as that payable by DSL to the Portfolio’s previous sub-adviser, Pioneer Investment Management, Inc., effective as of May 1, 2013. On November 18, 2014, London executed a new Sub-Advisory Agreement.
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective November 18, 2014, by and between Voya Investments, LLC (the “Manager”) and Voya Investors Trust (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 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.
Directed Services LLC May 1, 2015 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 28th, 2015 • Voya INVESTORS TRUST
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 Directed Services LLC (“DSL”) and Voya Investors Trust (the “Agreement”), with respect to VY® Franklin Templeton Founding Strategy Portfolio (the “Portfolio”), a series of Voya Investors Trust, for a period from May 1, 2015 through January 1, 2017.
Directed Services LLC May 1, 2015 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST
Pursuant to the Sub-Advisory Agreement dated November 2, 2010 between Directed Services LLC and ING Investment Management Co. LLC (now known as Voya Investment Management Co. LLC, “VIM”), as amended, the sub-advisory fee for ING Large Cap Value Portfolio (formerly ING Pioneer Equity Income Portfolio, now known as Voya Large Cap Value Portfolio, the “Portfolio”) was reduced on January 21, 2011. On November 18, 2014, VIM executed a new Sub-Advisory Agreement.
November 18, 2014 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258-2034 Ladies and Gentlemen:Expense Limitation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
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, Voya Investments LLC (“VIL”), the Adviser to Voya Global Perspectives Portfolio (the “Portfolio”), agrees that VIL shall, from the close of business on November 18, 2014 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, including expenses of the underlying investment companies, shall be as follows:
Directed Services LLC May 1, 2015 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 28th, 2015 • Voya INVESTORS TRUST
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 Investors Trust (the “Agreement”), with respect to VY® BlackRock Inflation Protected Bond Portfolio (the “Portfolio”), a series of Voya Investors Trust, in the amount of 0.04% per annum. By this letter, we agree to waive that fee for the period from May 1, 2015 through May 1, 2016.
DISTRIBUTION AGREEMENT VOYA INVESTORS TRUSTDistribution Agreement • April 28th, 2015 • Voya INVESTORS TRUST • Delaware
AGREEMENT, effective as of November 18, 2014, between Voya Investors Trust (the “Trust”), a Massachusetts business trust, and Voya Investments Distributor, LLC (“Distributor”), a Delaware limited liability company.
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective May 1, 2015, by and between Directed Services LLC (the “Manager”) and Voya Investors Trust (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 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.
Directed Services LLC May 1, 2015Portfolio Management Agreement • April 28th, 2015 • Voya INVESTORS TRUST
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 28th, 2015 • Voya INVESTORS TRUST • Delaware
Directed Services LLC November 18, 2014 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
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 Voya Large Cap Value Portfolio (the “Portfolio”), agrees that DSL shall, from November 18, 2014 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:
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective November 18, 2014, by and between Directed Services LLC (the “Manager”) and Voya Investors Trust (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 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.
AMENDED AND RESTATED PROXY AGENT FEE ALLOCATION AGREEMENTProxy Agent Fee Allocation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
THIS PROXY AGENT FEE ALLOCATION AGREEMENT, effective August 21, 2003 (the “Agreement”), is hereby amended and restated the 1st day of January 2008, by and among ING Investments, LLC (“ING Investments”), Directed Services LLC (“DSL”), ING Investment Management Co. LLC (“IIM”), and the ING funds listed on Schedule A attached hereto (each a “Fund,” and collectively the “Funds”), each acting on its own behalf, and on behalf of its series, if any.
May 1, 2015 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 28th, 2015 • Voya INVESTORS TRUST
Pursuant to the Sub-Advisory Agreement dated January 3, 2006 (the “Agreement”) between Voya Investments, LLC and Voya Clarion Real Estate Securities L.P. (“Clarion”), as amended, the sub-advisory fee for VY® Clarion Global Real Estate Portfolio (the “Portfolio”) was reduced on May 1, 2009. On November 18, 2014, CBRE Clarion Securities LLC, the successor to Clarion, executed a new Sub-Advisory Agreement.
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective November 18, 2014, is made between Directed Services LLC (the “Manager”) and Voya Investors Trust (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 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.
Directed Services LLC May 1, 2016 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitation Agreement • April 28th, 2015 • Voya INVESTORS TRUST
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 Voya Large Cap Value Portfolio (the “Portfolio”), agrees that DSL shall, from May 1, 2016 through May 1, 2017, 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:
