July 14, 2017 Michael Rothemeyer The Bank of New York Mellon Room 026-0026 Everett, MA 02149 Dear Mr. Rothemeyer:Voya PARTNERS INC • April 25th, 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.
SUB-ADVISORY AGREEMENT VOYA PARTNERS, INC.Sub-Advisory Agreement • April 25th, 2018 • Voya PARTNERS INC • Delaware
AGREEMENT, effective as of July 3, 2017, between Voya Investments, LLC (the “Adviser”), an Arizona limited liability company, and Amundi Pioneer Asset Management, Inc. (the “Sub-Adviser”), a corporation organized under the laws of the State of Delaware (the “Agreement”).
INVESTMENT COMPANY REPORTING MODERNIZATION SERVICES AMENDMENT TO FUND ACCOUNTING AGREEMENTFund Accounting Agreement • April 25th, 2018 • Voya PARTNERS INC
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”).
July 14, 2017 Ms. Katherine Dinella Vice President The Bank of New York Mellon — Securities Lending New York, NY 10286 Dear Ms. Dinella:Voya PARTNERS INC • April 25th, 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.
AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTYSecurities Lending Agreement and Guaranty • April 25th, 2018 • Voya PARTNERS INC
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”).
June 1, 2017 Voya Investments, LLC Suite 100 Scottsdale, AZ 85258Voya PARTNERS INC • April 25th, 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”).
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya PARTNERS INC • April 25th, 2018
Pursuant to the investment sub-advisory agreement dated March 29, 2002, as amended, between Directed Services LLC (“DSL”)(1), 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 May 1, 2017, a new Sub-Advisory Agreement was executed between American Century and Voya Investments, LLC (“VIL”).
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya PARTNERS INC • April 25th, 2018
Pursuant to the sub-advisory agreement, dated June 7, 2011, as amended, between Directed Services LLC (“DSL”)(1), 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 May 1, 2017, a new Sub-Advisory Agreement was executed between VIM and Voya Investments, LLC (“VIL”).
May 1, 2018Letter Agreement • April 25th, 2018 • Voya PARTNERS INC
Voya Investments, LLC (“VIL”) and Voya Partners, Inc. (“VPI”) have entered into the Expense Limitation Agreement, dated May 1, 2017 (the “ELA”). The ELA provides that VIL will limit the expense ratios of Voya Global Bond Portfolio (“Global Bond Portfolio”) and VY® T. Rowe Price Diversified Mid Cap Growth Portfolio (“T. Rowe Price Portfolio” and together, 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; on May 1, 2014, with respect to T. Rowe Price Portfolio; and on May 1, 2018, the expense limits were further increased for Global Bond Portfolio (collectively, the “ELA Amendment Dates”).
FIRST AMENDMENT TO SUB-ADVISORY AGREEMENT between VOYA INVESTMENTS, LLC andSub-Advisory Agreement • April 25th, 2018 • Voya PARTNERS INC
This First Amendment, effective as of January 1, 2018, amends the Sub-Advisory Agreement (the “Agreement”), dated May 1, 2017, between Voya Investments, LLC (the “Adviser”), an Arizona limited liability company, and T. Rowe Price Associates, Inc., a Maryland corporation (the “Sub-Adviser”).
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya PARTNERS INC • April 25th, 2018
Pursuant to the sub-advisory agreement dated April 28, 2006, as amended, between Directed Services LLC (“DSL”)(1), 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 May 1, 2017, a new Sub-Advisory Agreement was executed between Columbia and Voya Investments, LLC (“VIL”).
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya PARTNERS INC • April 25th, 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 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, 2018 through May 1, 2019.
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, Arizona 85258-2034Voya PARTNERS INC • April 25th, 2018
By execution of this letter agreement, Voya Investments, LLC (“VIL”), the adviser to VY® Columbia Contrarian Core Portfolio (the “Portfolio”), agrees that, from May 1, 2018 through May 1, 2019, VIL 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:
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya PARTNERS INC • April 25th, 2018
Pursuant to the sub-advisory agreement dated May 1, 2010, between Directed Services LLC (“DSL”)(1), 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 May 1, 2017, a new Sub-Advisory Agreement was executed between Columbia and Voya Investments, LLC (“VIL”).
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya PARTNERS INC • April 25th, 2018
Pursuant to the investment sub-advisory agreement dated December 14, 2000, as amended, between Directed Services LLC (“DSL”)(1), 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 May 1, 2017, a new Sub-Advisory Agreement was executed between T. Rowe Price and Voya Investments, LLC (“VIL”).
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya PARTNERS INC • April 25th, 2018
Pursuant to the Sub-Advisory Agreement dated November 18, 2015, between Directed Services LLC (“DSL”)(1) and Templeton Investment Counsel, LLC (“Templeton”) (the “Sub-Advisory Agreement”), the sub-advisory fee for VY® Templeton Foreign Equity Portfolio (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 Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Letter Agreement • April 25th, 2018 • Voya PARTNERS INC
By execution of this letter agreement (the “Agreement”), dated May 1, 2018, intending to be legally bound hereby, Voya Investments, LLC (“VIL”), the investment manager 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 May 1, 2018 through May 1, 2019, VIL 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 perso
May 1, 2018 Voya Partners, Inc. 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034Voya PARTNERS INC • April 25th, 2018
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Partners, Inc. (“VPI”), on behalf of VY® Templeton Foreign Equity Portfolio (the “Portfolio”), intending to be legally bound hereby, VIL, the adviser 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:
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258-2034Voya PARTNERS INC • April 25th, 2018
By execution of this letter agreement, Voya Investments, LLC (“VIL”), the investment manager to VY® Invesco Comstock Portfolio (the “Portfolio”), agrees that, from May 1, 2018 through May 1, 2019, VIL 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:
May 1, 2018 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Voya PARTNERS INC • April 25th, 2018
Pursuant to the investment sub-advisory agreement dated May 7, 2013, between Directed Services LLC (“DSL”)(1), 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 May 1, 2017, a new Sub-Advisory Agreement was executed between Invesco and Voya Investments, LLC (“VIL”).
May 1, 2018Voya PARTNERS INC • April 25th, 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
