April 18, 2016 Mary Jean Milner Managing Director The Bank of New York Mellon New York, NY 10286 Dear Ms. Milner:Voya INVESTORS TRUST • April 26th, 2016
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, and Fund Accounting Agreement, each dated January 6, 2003, the Cash Reserve Agreement, dated March 31, 2003, the Custody & Fund Accounting Fee Schedule for Voya family of funds and the Global Securities Fee Schedule for Voya family of funds, each effective January 1, 2008, and the Letter of Instruction and Indemnification Agreement In Connection With Signature Guarantees and Signature Verifications, dated January 12, 2011 (collectively, the “Agreements”), we hereby notify you of changes to the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 9, 2015.
INVESTMENT SUBADVISORY AGREEMENT Between and Among AndInvestment Subadvisory Agreement • April 26th, 2016 • Voya INVESTORS TRUST • Maryland
This INVESTMENT SUBADVISORY AGREEMENT (“Agreement”), dated as of the close of business on May 13, 2013, is hereby amended and restated on this 18th day of November 2014, between and among T. Rowe Price Associates, Inc. (the “Adviser”), a corporation organized and existing under the laws of the State of Maryland, United States of America and T. Rowe Price International Ltd (the “Subadviser”), a corporation organized and existing under the laws of the United Kingdom.
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 26th, 2016 • Voya INVESTORS TRUST • New York
AGREEMENT (this “Agreement”) made as of the 18th day of November, 2014, by and between MORGAN STANLEY INVESTMENT MANAGEMENT INC., a Delaware corporation (hereinafter referred to as the “Investment Adviser”), and MORGAN STANLEY INVESTMENT MANAGEMENT LIMITED, a company incorporated under the laws of England (hereinafter referred to as the “Local Manager”).
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 26th, 2016 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective January 1, 2016, is made between Directed Services LLC (the “Investment 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 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.
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 26th, 2016 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective January 1, 2016, by and between Directed Services LLC (the “Investment 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 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.
April 18, 2016 Ms. Katherine Dinella Vice President The Bank of New York Mellon — Securities Lending New York, NY 10286 Dear Ms. Dinella:Securities Lending Agreement and Guaranty • April 26th, 2016 • 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 changes to the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 9, 2015.
April 18, 2016 Mary Jean Milner Managing Director The Bank of New York Mellon New York, NY 10286 Dear Ms. Milner:Custody Agreement • April 26th, 2016 • Voya INVESTORS TRUST
Pursuant to the terms and conditions of the Custody Agreement, Foreign Custody Manager Agreement, and Fund Accounting Agreement, each dated January 6, 2003, the Cash Reserve Agreement, dated March 31, 2003, the Custody & Fund Accounting Fee Schedule for Voya family of funds and the Global Securities Fee Schedule for Voya family of funds, each effective January 1, 2008, and the Letter of Instruction and Indemnification Agreement In Connection With Signature Guarantees and Signature Verifications, dated January 12, 2011 (collectively, the “Agreements”), we hereby notify you of changes to the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 9, 2015.
DELEGATION AGREEMENTDelegation Agreement • April 26th, 2016 • Voya INVESTORS TRUST • New York
AGREEMENT made as of the 18th day of November, 2014, by and between Morgan Stanley Investment Management Inc., a Delaware corporation (hereinafter referred to as “MSIM”), and MORGAN STANLEY INVESTMENT MANAGEMENT COMPANY, a corporation organized under the laws of Singapore (hereinafter referred to the “Local Manager”).
Directed Services LLC January 1, 2016 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Portfolio Management Agreement • April 26th, 2016 • Voya INVESTORS TRUST
Pursuant to the Portfolio Management Agreement dated November 18, 2014, among Templeton Global Advisers Limited, portfolio manager to VY® Templeton Global Growth Portfolio (the “Portfolio”), Voya Investors Trust, and Directed Services LLC, the portfolio management fee rate was reduced on January 1, 2016.
AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT among VOYA INVESTORS TRUST, DIRECTED SERVICES LLC and TEMPLETON GLOBAL ADVISORS LIMITEDPortfolio Management Agreement • April 26th, 2016 • Voya INVESTORS TRUST
This Amendment, effective as of January 1, 2016, amends the Portfolio Management Agreement (the “Agreement”) dated 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.
Directed Services LLC January 1, 2016 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258-2034 Re: Expense Limitation Recoupments Ladies and Gentlemen:Expense Limitation Agreement • April 26th, 2016 • Voya INVESTORS TRUST
Directed Services LLC (“DSL”) and Voya Investors Trust (“VIT”) have entered into the Expense Limitation Agreement dated January 1, 2016, as amended (the “ELA”). The ELA provides that DSL will limit the expense ratios of VY® T. Rowe Price International Stock Portfolio, formerly, ING Marsico International Opportunities Portfolio (“T. Rowe Price Portfolio”), VY® Franklin Income Portfolio (“Franklin Portfolio”), and VY® Clarion Real Estate Portfolio (“Clarion Real Estate Portfolio” and collectively, the “Portfolios”) through waivers of advisory fees and reimbursements of expenses. The expense limits were increased on May 1, 2009 with respect to T. Rowe Price Portfolio; on April 30, 2010, the expense limits were increased for Franklin Portfolio and further increased for T. Rowe Price Portfolio; and on May 1, 2014, the expense limits were increased for Clarion Real Estate Portfolio (collectively the “ELA Amendment Dates”).
Directed Services LLC January 1, 2016 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 26th, 2016 • Voya INVESTORS TRUST
Pursuant to the Sub-Advisory Agreement dated November 18, 2014, among Franklin Advisers, Inc., sub-adviser to VY® Franklin Income Portfolio (the “Portfolio”), Voya Investors Trust, and Directed Services LLC, the sub-advisory fee rate was reduced on January 1, 2016.
Directed Services LLC May 1, 2016 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 26th, 2016 • 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 June 19, 2016 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitation Agreement • April 26th, 2016 • Voya INVESTORS TRUST
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Directed Services, LLC (“DSL”) and Voya Investors Trust (“VIT”), on behalf of Voya Large Cap Value Portfolio (the “Portfolio”), intending to be legally bound hereby, DSL, the adviser to the Portfolio, agrees that, from June 19, 2016 through May 1, 2017, DSL shall 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:
May 1, 2016 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258-2034Expense Limitation Agreement • April 26th, 2016 • Voya INVESTORS TRUST
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Investors Trust (“VIT”), on behalf of Voya Global Perspectives® Portfolio (the “Portfolio”), intending to be legally bound hereby, VIL, the adviser to the Portfolio, agrees that, from the close of business on May 1, 2016 through May 1, 2017, VIL shall 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:
FORM OF ING INVESTORS TRUST ING PARTNERS, INC. SHAREHOLDER SERVICING AGREEMENT Adviser Class Shares, Service Class Shares, Service 2 Class Shares and Class T SharesShareholder Servicing Agreement • April 26th, 2016 • Voya INVESTORS TRUST • Arizona
This Agreement is effective as of January 1, 2007, between ING Investors Trust (“IIT”), in respect of the Adviser Class Shares, Service Class Shares and Service 2 Class Shares (the “IIT Shares”), ING Partners Inc. (“IPI”) in respect of the Adviser Class Shares, Service Class Shares and Class T Shares (the “IPI Shares”) (IIT Shares and IPI Shares, collectively the “Shares”), and ING Funds Distributor, LLC (“IFD”) (IIT, IPI and IFD, collectively the “Fund”) and ING Life Insurance and Annuity Company, ING USA Annuity and Life Insurance Company, ReliaStar Life Insurance Company, ReliaStar Life Insurance Company of New York, and Security Life of Denver Insurance Company (individually the “Service Organization”, collectively the “Organizations”), life insurance companies. In consideration of the mutual covenants hereinafter contained, it is hereby agreed by and between the parties hereto as follows:
AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT between DIRECTED SERVICES LLC and MORGAN STANLEY INVESTMENT MANAGEMENT INC.Portfolio Management Agreement • April 26th, 2016 • Voya INVESTORS TRUST
This Amendment, effective as of July 1, 2015, amends the Portfolio Management Agreement (the “Agreement”) dated November 18, 2014, between Directed Services LLC, a limited liability company duly organized in the State of Delaware (the “Manager”), and Morgan Stanley Investment Management Inc., a corporation organized and existing under the laws of the State of Delaware (the “Portfolio Manager”).
Directed Services LLC May 1, 2016 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 26th, 2016 • 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.
AMENDMENT #104 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: May 1, 2016Amendment to the Amended and Restated Agreement and Declaration of Trust • April 26th, 2016 • Voya INVESTORS TRUST
The undersigned being a majority of the trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to Article VI, Sections 6.2 and 6.3 and Article XI, Section 11.4 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated February 26, 2002, as amended (the “Declaration of Trust”), hereby amend the Declaration of Trust to
Directed Services LLC January 1, 2016 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitation Agreement • April 26th, 2016 • Voya INVESTORS TRUST
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Directed Services, LLC (“DSL”) and Voya Investors Trust (“VIT”), on behalf of Voya Large Cap Value Portfolio (the “Portfolio”), intending to be legally bound hereby, DSL, the adviser to the Portfolio, agrees that, from January 1, 2016 through May 1, 2017, DSL shall 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 ratio with respect to the Class R6 shares of the Portfolio, shall be as follows:
VOYA INVESTORS TRUST AMENDMENT #103 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: April 11, 2016Amendment to the Agreement and Declaration of Trust • April 26th, 2016 • Voya INVESTORS TRUST
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 (the “Declaration of Trust”), including Article VI, Sections 6.1, 6.2 and 6.3 and Article XI, Section 11.4, hereby amend the Declaration of Trust to:
Directed Services LLC May 1, 2016 Voya Investors, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 26th, 2016 • Voya INVESTORS TRUST
Pursuant to the Sub-Advisory Agreement dated November 18, 2014, among Morgan Stanley Investment Management, Inc., sub-adviser to VY® Morgan Stanley Global Franchise Portfolio (the “Portfolio”), Voya Investors Trust, and Directed Services LLC (“DSL”), the sub-advisory fee rate was reduced on July 1, 2015.
Directed Services LLC May 1, 2016 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 26th, 2016 • Voya INVESTORS TRUST
By this letter dated May 1, 2016, 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, 2016 through May 1, 2017.
May 1, 2016 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 26th, 2016 • Voya INVESTORS TRUST
Pursuant to the Sub-Advisory Agreement dated January 3, 2006 (the “Agreement”) between Voya Investments, LLC and ING 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.
AMENDMENT TO SUB-ADVISORY AGREEMENT among VOYA INVESTORS TRUST, DIRECTED SERVICES LLC and FRANKLIN ADVISERS, INC.Sub-Advisory Agreement • April 26th, 2016 • Voya INVESTORS TRUST
This Amendment, effective as of January 1, 2016, amends the Sub-Advisory Agreement (the “Agreement”) dated November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Adviser”), a Delaware limited liability company, and Franklin Advisers, Inc. (the “Sub-Adviser”), a corporation organized under the laws of the State of California.
Directed Services LLC May 1, 2016Portfolio Management Agreement • April 26th, 2016 • 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
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 26th, 2016 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective January 1, 2016, by and between Directed Services LLC (the “Investment 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 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.
Directed Services LLC May 1, 2016 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitation Agreement • April 26th, 2016 • Voya INVESTORS TRUST
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Directed Services LLC (“DSL”) and Voya Investors Trust (“VIT”), on behalf of Voya Large Cap Value Portfolio (the “Portfolio”), intending to be legally bound hereby, DSL, the Adviser to the Portfolio, agrees that, from May 1, 2016 through June 19, 2016, DSL shall 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:
