0001145443-15-000222 Sample Contracts

PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • February 12th, 2015 • Voya INVESTORS TRUST • Pennsylvania

AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, and J.P. Morgan Investment Management Inc. (successor to J.P. Morgan Fleming Asset Management (U.S.A.) Inc.) (“Portfolio Manager”), a corporation organized under the laws of the State of Delaware.

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SUB-ADVISORY AGREEMENT VOYA INVESTORS TRUST
Sub-Advisory Agreement • February 12th, 2015 • Voya INVESTORS TRUST • Arizona

AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC (the “Manager”), a Delaware limited liability company, and The London Company of Virginia, LLC (the “Sub-Adviser”), a Delaware limited liability company (the “Agreement”).

PORTFOLIO MANAGEMENT AGREEMENT
Portfolio Management Agreement • February 12th, 2015 • Voya INVESTORS TRUST • Pennsylvania

AGREEMENT, effective as of November 18, 2014, among Voya Investors Trust (the “Trust”), a Massachusetts business trust, Directed Services LLC, formerly, Directed Services, Inc. (the “Manager”), a Delaware limited liability company, and Fidelity Management & Research Company (“Portfolio Manager”), a Massachusetts corporation.

VOYA INVESTORS TRUST AMENDMENT #96 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • February 12th, 2015 • 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, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the VY MFS Total Return Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

VOYA INVESTORS TRUST AMENDMENT #93 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • February 12th, 2015 • 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, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the VY BlackRock Health Sciences Opportunities Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

VOYA INVESTORS TRUST AMENDMENT #97 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • February 12th, 2015 • 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, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the VY MFS Utilities Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

VOYA INVESTORS TRUST AMENDMENT #95 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • February 12th, 2015 • 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, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the VY Marsico Growth Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

VOYA INVESTORS TRUST AMENDMENT #94 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Amendment to the Agreement and Declaration of Trust • February 12th, 2015 • 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, including Article VI, Section 6.2 and Article XI, Sections 11.2 and 11.4, hereby abolish the VY BlackRock Large Cap Growth Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

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