0001104659-15-066288 Sample Contracts

SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUST
Sub-Advisory Agreement • September 21st, 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”).

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AMENDED AND RESTATED INVESTMENT MANAGEMENT AGREEMENT VOYA INVESTORS TRUST
Investment Management Agreement • September 21st, 2015 • Voya INVESTORS TRUST • New York
SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUST
Sub-Advisory Agreement • September 21st, 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”).

VOYA INVESTORS TRUST AMENDMENT #99 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Voya INVESTORS TRUST • September 21st, 2015

The undersigned, being a majority of the Trustees of Voya Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the VY DFA World Equity Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

VOYA INVESTORS TRUST AMENDMENT #100 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Voya INVESTORS TRUST • September 21st, 2015

The undersigned, being a majority of the Trustees of Voya Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish VY Franklin Mutual Shares Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

VOYA INVESTORS TRUST AMENDMENT # 98 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Voya INVESTORS TRUST • September 21st, 2015

The undersigned, being a majority of the Trustees of Voya Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the Voya Global Resources Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

Directed Services LLC August 14, 2015 Mr. Todd Modic Directed Services LLC West Chester, PA 19380 Dear Mr. Modic:
Voya INVESTORS TRUST • September 21st, 2015

Pursuant to the Amended and Restated Investment Management Agreement, dated May 1, 2015, as amended, between Voya Investors Trust and Directed Services LLC (the “Agreement”), we hereby notify you of our intention to modify the breakpoints to the annual investment management fee for Voya Large Cap Value Portfolio (the “Portfolio”), effective as of the close of business on August 14, 2015.

VOYA INVESTORS TRUST AMENDMENT #101 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Voya INVESTORS TRUST • September 21st, 2015

The undersigned, being a majority of the Trustees of Voya Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to the Trust’s Amended and Restated Agreement and Declaration of Trust, dated February 26, 2002, as amended, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the VY Franklin Templeton Founding Strategy Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUST
Sub-Advisory Agreement • September 21st, 2015 • Voya INVESTORS TRUST

This First Amendment, effective as of May 1, 2015, amends the Sub-Advisory Agreement (the “Agreement”), dated 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”).

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