July 14, 2017 Michael Rothemeyer The Bank of New York Mellon Room 026-0026 Everett, MA 02149 Dear Mr. Rothemeyer:Voya INVESTORS TRUST • April 24th, 2018
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 July 14, 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.
INVESTMENT COMPANY REPORTING MODERNIZATION SERVICES AMENDMENT TO FUND ACCOUNTING AGREEMENTFund Accounting Agreement • April 24th, 2018 • Voya INVESTORS TRUST
This Investment Company Reporting Modernization Services Amendment (the “Amendment”) is made as of February 1, 2018 by and between the investment companies listed on the signature page hereto (each, a “Fund” and collectively, the “Funds”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTYSecurities Lending Agreement and Guaranty • April 24th, 2018 • Voya INVESTORS TRUST
THIS AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY (“Amendment”) is made effective as of the 1st day of October, 2011 (the “Effective Date”), by and between THE BANK OF NEW YORK MELLON, formerly known as The Bank of New York (the “Bank”) and each Investment Company and each Series thereof listed on Exhibit A (each a “Lender”).
July 14, 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 24th, 2018
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 July 14, 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 AGREEMENTSub-Advisory Agreement • April 24th, 2018 • Voya INVESTORS TRUST • New York
AGREEMENT (this “Agreement”) made as of the 1st day of May, 2017, 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”).
June 1, 2017 Voya Investments, LLC Suite 100 Scottsdale, AZ 85258Voya INVESTORS TRUST • April 24th, 2018
Re: Sub-Advisory Agreement dated May 1, 2017 between Voya Investments, LLC (the “Adviser”), Voya Investors Trust (the “Trust”) and J.P. Morgan Investment Management Inc., (the “Sub-Adviser”).
DELEGATION AGREEMENTDelegation Agreement • April 24th, 2018 • Voya INVESTORS TRUST • New York
AGREEMENT made as of the 1st day of May, 2017, 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”).
SUB-SUB-INVESTMENT ADVISORY AGREEMENTSub-Sub-Investment Advisory Agreement • April 24th, 2018 • Voya INVESTORS TRUST • Delaware
AGREEMENT dated May 1, 2017, between BlackRock Financial Management, Inc., a Delaware corporation (the “Sub-Advisor”), and BlackRock International Limited, a corporation organized under the laws of Scotland (the “Sub-Sub-Advisor”).
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 24th, 2018
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.
May 1, 2018 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 24th, 2018
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”).
FIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT VOYA INVESTORS TRUSTPortfolio Management Agreement • April 24th, 2018 • Voya INVESTORS TRUST
This First Amendment, effective as of January 1, 2018, amends the Portfolio Management Agreement (the “Agreement”), dated May 1, 2017, among Voya Investors 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, 2018 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya INVESTORS TRUST • April 24th, 2018
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 investment manager to the Portfolio, agrees that, from May 1, 2018 through May 1, 2019, 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:
Re: Management Fee Waiver with respect to the Series Sub-Advised by J.P. Morgan Investment Management Inc.Voya INVESTORS TRUST • April 24th, 2018
With respect to each series (each a “Fund” and collectively, the “Funds”) listed on Schedule A hereto, Voya Investments, LLC (the “Adviser”) has entered into a sub-advisory fee waiver letter agreement (“Sub-Advisory Fee Waiver”) with J.P. Morgan Investment Management Inc. (“J.P. Morgan” or the “Sub-Adviser”), the sub-adviser to each of the Funds.
May 1, 2018 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 24th, 2018
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, 2018 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258-2034Voya INVESTORS TRUST • April 24th, 2018
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 investment manager to the Portfolio, agrees that, from May 1, 2018 through May 1, 2019, 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:
May 1, 2018 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 24th, 2018
By this letter dated May 1, 2018, 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, 2018 through May 1, 2019.
May 1, 2018 Voya Investors, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 24th, 2018
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”).
May 1, 2018Voya INVESTORS TRUST • April 24th, 2018
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 Sub-Advisory 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
May 1, 2018 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 24th, 2018
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.
May 1, 2018 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 24th, 2018
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, 2018 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya INVESTORS TRUST • April 24th, 2018
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”).
May 1, 2018 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258Voya INVESTORS TRUST • April 24th, 2018
Re: Money Market Fund Expense Limitation Agreement for Voya Government Liquid Assets Portfolio (formerly, Voya Liquid Assets Portfolio)
MONEY MARKET FUND EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUSTExpense Limitation Agreement • April 24th, 2018 • Voya INVESTORS TRUST
This MONEY MARKET FUND EXPENSE LIMITATION AGREEMENT (this “Agreement”), effective May 1, 2017, is made by and among Voya Investments, LLC (the “Investment Manager”), Voya Investments Distributor, LLC (the “Distributor”), and Voya Investors Trust (the “Registrant”). If the Registrant is a series fund investment company, then the Registrant 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. If the Registrant is not a series fund investment company, then this Agreement shall apply to the Registrant, and the use of the terms “Fund” or “Funds” herein shall refer to the Registrant.
AMENDMENT #107 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTERESTVoya INVESTORS TRUST • April 24th, 2018
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 FMR Diversified Mid Cap Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding:
