April 18, 2016 Mary Jean Milner Managing Director The Bank of New York Mellon New York, NY 10286 Dear Ms. Milner:Voya PARTNERS INC • April 27th, 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.
April 18, 2016 Mary Jean Milner Managing Director The Bank of New York Mellon New York, NY 10286 Dear Ms. Milner:Voya PARTNERS INC • April 27th, 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.
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 27th, 2016 • 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 changes to the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 9, 2015.
EXPENSE LIMITATION AGREEMENT VOYA PARTNERS, INC.Expense Limitation Agreement • April 27th, 2016 • Voya PARTNERS INC
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), is effective January 1, 2016, 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 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 Partners, Inc. 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Expense Limitation Agreement • April 27th, 2016 • Voya PARTNERS INC
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Directed Services, LLC (“DSL”) and Voya Partners, Inc. (“VPI”), on behalf of VY® Templeton Foreign Equity Portfolio (the “Portfolio”), intending to be legally bound hereby, DSL, the adviser to the Portfolio, agrees that, from May 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 ratios of the Portfolio shall be as follows:
Directed Services LLC May 1, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 27th, 2016 • 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 May 1, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 27th, 2016 • 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, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 27th, 2016 • Voya PARTNERS INC
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 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, 2016 through May 1, 2017.
AMENDMENT TO SUB-ADVISORY AGREEMENT between DIRECTED SERVICES LLC and TEMPLETON INVESTMENT COUNSEL, LLCSub-Advisory Agreement • April 27th, 2016 • Voya PARTNERS INC
This Amendment, effective as of January 1, 2016, amends the Sub-Advisory Agreement (the “Agreement”) dated 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.
Directed Services LLC May 1, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 27th, 2016 • 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, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 27th, 2016 • 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 November 18, 2014, T. Rowe Price executed a new Sub-Advisory Agreement.
EXPENSE LIMITATION AGREEMENT VOYA PARTNERS, INC.Expense Limitation Agreement • April 27th, 2016 • Voya PARTNERS INC
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), is effective January 1, 2016, 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.
Directed Services LLC May 1, 2016 Voya Partners, Inc. Suite 100 Scottsdale, Arizona 85258-2034Expense Limitations Agreement • April 27th, 2016 • Voya PARTNERS INC
By execution of this letter agreement, Directed Services, LLC (“DSL”), the adviser to VY® Columbia Contrarian Core Portfolio (the “Portfolio”), agrees that, from May 1, 2016 through May 1, 2017, DSL shall waive all or a portion of its management fee and/or reimburse expenses to limit ordinary operating expenses, excluding interest, taxes, other investment-related costs, leverage expenses, extraordinary expenses such as litigation, other expenses not incurred in the ordinary course of the Portfolio’s business, and expenses of any counsel or other persons or services retained by the Portfolio’s directors who are not “interested persons,” as that term is defined in the 1940 Act, 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 January 1, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Advisory Agreement • April 27th, 2016 • Voya PARTNERS INC
By execution of this letter agreement (the “Agreement”), dated January 1, 2016, 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 “Index Solution Portfolios”), each a series of Voya Partners, Inc. (“VPI”), agrees that , from January 1, 2016 through May 1, 2018, DSL shall waive all or a portion of its investment management fee and/or reimburse expenses to limit each Index 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
Directed Services LLC May 1, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 27th, 2016 • 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 LLCExpense Limitation Agreement • April 27th, 2016 • Voya PARTNERS INC
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 Oppenheimer Global Strategic Income Portfolio (“Global Bond Portfolio”), and VY® T. Rowe Price Diversified Mid Cap Growth Portfolio (“T. Rowe 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 T. Rowe Price Portfolio (collectively, the “ELA Amendment Dates”).
Directed Services LLC May 1, 2016Portfolio Management Agreement • April 27th, 2016 • 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
Directed Services LLCExpense Limitations Agreement • April 27th, 2016 • Voya PARTNERS INC
By execution of this letter agreement, Directed Services LLC (“DSL”), the adviser to VY® Invesco Comstock Portfolio (the “Portfolio”), agrees that, from May 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 ratios of the Portfolio shall be as follows:
Directed Services LLC May 1, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 27th, 2016 • 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.
Directed Services LLC January 1, 2016 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Sub-Advisory Agreement • April 27th, 2016 • Voya PARTNERS INC
Pursuant to the Sub-Advisory Agreement dated November 18, 2015, between Templeton Investment Counsel, LLC, sub-adviser to VY® Templeton Foreign Equity Portfolio (the “Portfolio”), and Directed Services LLC, the sub-advisory fee rate was reduced on January 1, 2016.
