SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUSTSub-Advisory Agreement • April 25th, 2017 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of May 1, 2017, 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”).
May 15, 2017 Michael Rothemeyer The Bank of New York Mellon Room 026-0026 Everett, MA 02149 Dear Mr. Rothemeyer:Voya INVESTORS TRUST • April 25th, 2017
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 August 1, 2014, 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 the addition of Voya CBRE Global Infrastructure Fund and Voya CBRE Long/Short Fund (together, the “Funds”), each a newly established series of Voya Mutual Funds, effective on May 15, 2017, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated January 20, 2017.
SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUSTSub-Advisory Agreement • April 25th, 2017 • Voya INVESTORS TRUST • Delaware
AGREEMENT, effective as of May 1, 2017, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Voya Investments, LLC (the “Adviser”), an Arizona limited liability company, and BlackRock Financial Management, Inc. (the “Sub-Adviser”), a corporation organized under the laws of the State of Delaware (the “Agreement”).
SUB-ADVISORY AGREEMENTSub-Advisory Agreement • April 25th, 2017 • Voya INVESTORS TRUST • Massachusetts
AGREEMENT, effective as of May 1, 2017, between Voya Investments, LLC, an Arizona limited liability company (the “Manager”), and CBRE Clarion Securities LLC, a Delaware limited liability company (the “Sub-Adviser”).
INVESTMENT MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTInvestment Management Agreement • April 25th, 2017 • Voya INVESTORS TRUST • New York
PORTFOLIO MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTManagement Agreement • April 25th, 2017 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of May 1, 2017, among Voya Investors Trust (the “Trust”), a Massachusetts business trust; Voya Investments, LLC (the “Manager”), a limited liability company duly organized in the State of Arizona; and Invesco Advisers, Inc. (“Portfolio Manager”), a corporation organized and existing under the laws of the State of Delaware.
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 25th, 2017 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective May 1, 2017, is made between Voya Investments, 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 25th, 2017 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective May 1, 2017, by and between Voya Investments, 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.
INVESTMENT MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTInvestment Management Agreement • April 25th, 2017 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of May 1, 2017, between Voya Investors Trust (the “Trust”), a Massachusetts business trust, and Voya Investments, LLC (the “Manager”), an Arizona limited liability company (the “Agreement”).
SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUSTSub-Advisory Agreement • April 25th, 2017 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of May 1, 2017, among Voya Investors Trust (the “Trust”), a Massachusetts business trust; Voya Investments, LLC (the “Manager”), an Arizona 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”).
May 1, 2017 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258-2034 Re: Expense Limitation Recoupments Ladies and Gentlemen:Voya INVESTORS TRUST • April 25th, 2017
Voya Investments, LLC (“VIL”) and Voya Investors Trust (“VIT”) have entered into the Expense Limitation Agreement dated May 1, 2017, as amended (the “ELA”). The ELA provides that VIL 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”).
May 1, 2017 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 25th, 2017
Pursuant to the Sub-Advisory Agreement dated November 18, 2014, among Franklin Advisers, Inc. (“Franklin”), sub-adviser to VY® Franklin Income Portfolio (the “Portfolio”), Voya Investors Trust, and Directed Services LLC (“DSL”)(1), the sub-advisory fee rate for the Portfolio was reduced on January 1, 2016. On May 1, 2017, a new Sub-Advisory Agreement was executed between Franklin and Voya Investments, LLC (“VIL”).
May 1, 2017 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 25th, 2017
By this letter dated May 1, 2017, we have agreed to waive a portion of the management fee payable to us under the Investment Management Agreement, dated May 1, 2017, between Voya Investments, 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, 2017 through May 1, 2018.
May 1, 2017 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 25th, 2017
Pursuant to the Sub-Advisory Agreement, dated May 7, 2013, between Directed Services LLC (“DSL”)(1) 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 May 1, 2017, a new Sub-Advisory Agreement was executed between VIM and Voya Investments, LLC (“VIL”).
AMENDMENT #105 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: May 11, 2016Voya INVESTORS TRUST • April 25th, 2017
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:
May 1, 2017Voya INVESTORS TRUST • April 25th, 2017
Pursuant to the Portfolio Management Agreement dated October 24, 1997 and amended and restated January 21 2011, as amended, among Voya Investors Trust, Voya Investments, 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 Voya Investments, 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 n
AMENDMENT #106 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: April 6, 2017Voya INVESTORS TRUST • April 25th, 2017
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:
May 1, 2017 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 25th, 2017
Pursuant to the Sub-Advisory Agreement dated January 3, 2006 (the “Agreement”) between Directed Services LLC (“DSL”)(1) 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 May 1, 2017, a new Sub-Advisory Agreement was executed between Clarion and Voya Investments, LLC (“VIL”).
PORTFOLIO MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTManagement Agreement • April 25th, 2017 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of May 1, 2017, among Voya Investors Trust (the “Trust”), a Massachusetts business trust; Voya Investments, LLC (the “Manager”), an Arizona limited liability company; and T. Rowe Price Associates, Inc. (the “Portfolio Manager”), a Maryland corporation.
May 1, 2017 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 25th, 2017
Pursuant to the Portfolio Management Agreement dated November 18, 2014, among Templeton Global Advisers Limited (“Templeton”), portfolio manager to VY® Templeton Global Growth Portfolio (the “Portfolio”), Voya Investors Trust, and Directed Services LLC(1) (“DSL”), the portfolio management fee rate for the Portfolio was reduced on January 1, 2016. On May 1, 2017, a new Sub-Advisory Agreement was executed between Templeton and Voya Investments, LLC (“VIL”).
May 1, 2017 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 25th, 2017
Pursuant to the Sub-Advisory Agreement dated November 2, 2010 between Directed Services LLC (“DSL”)(1) and Voya Investment Management Co. LLC (“VIM”), as amended, the sub-advisory fee for Voya Large Cap Value Portfolio (the “Portfolio”) was reduced on January 21, 2011. On May 1, 2017, a new Sub-Advisory Agreement was executed between VIM and Voya Investments, LLC (“VIL”).
May 15, 2017 Ms. Katherine Dinella Vice President The Bank of New York Mellon — Securities Lending New York, NY 10286 Dear Ms. Dinella:Voya INVESTORS TRUST • April 25th, 2017
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 Voya CBRE Global Infrastructure Fund and Voya CBRE Long/Short Fund (together, the “Funds”), each a newly established series of Voya Mutual Funds, effective on May 15, 2017, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated January 20, 2017.
PORTFOLIO MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTManagement Agreement • April 25th, 2017 • Voya INVESTORS TRUST • New York
AGREEMENT, effective as of May 1, 2017, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Voya Investments, LLC, (the “Manager”), an Arizona limited liability company, and Fidelity Management & Research Company (“Portfolio Manager”), a Massachusetts corporation.
May 1, 2017 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya INVESTORS TRUST • April 25th, 2017
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 Large Cap Value Portfolio (the “Portfolio”), intending to be legally bound hereby, VIL, the adviser to the Portfolio, agrees that, from May 1, 2017 through May 1, 2018, 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, shall be as follows:
May 1, 2017 Voya Investors, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 25th, 2017
Pursuant to the Sub-Advisory Agreement dated November 18, 2014, among Morgan Stanley Investment Management, Inc. (“Morgan Stanley”), sub-adviser to VY® Morgan Stanley Global Franchise Portfolio (the “Portfolio”), Voya Investors Trust (the “Registrant”), and Directed Services LLC (“DSL”)(1), the sub-advisory fee rate for the Portfolio was reduced on July 1, 2015. On May 1, 2017, a new Sub-Advisory Agreement was executed between Morgan Stanley and Voya Investments, LLC (“VIL”).
EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 25th, 2017 • Voya INVESTORS TRUST
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective May 1, 2017, by and between Voya Investments, 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.
May 1, 2017 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258-2034Voya INVESTORS TRUST • April 25th, 2017
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 May 1, 2017 through May 1, 2018, 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:
Pursuant to the Sub-Advisory Agreement, dated May 1, 2013, among Columbia Management Investment Advisers, LLC (“Columbia”), sub-adviser to Voya Multi- Manager Large Cap Core Portfolio (the “Portfolio”), Voya Investors Trust (“VIT”), and Directed...Voya INVESTORS TRUST • April 25th, 2017
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 May 1, 2017, a new Sub-Advisory Agreement was executed between London and VIL.
