SUB-ADVISORY AGREEMENT VOYA STRATEGIC ALLOCATION PORTFOLIOS, INC.Sub-Advisory Agreement • April 28th, 2015 • Voya STRATEGIC ALLOCATION PORTFOLIOS INC • New York
AGREEMENT, effective as of November 18, 2014, 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”).
INVESTMENT MANAGEMENT AGREEMENT VOYA STRATEGIC ALLOCATION PORTFOLIOS, INC.Investment Management Agreement • April 28th, 2015 • Voya STRATEGIC ALLOCATION PORTFOLIOS INC • New York
AGREEMENT, effective as of November 18, 2014, between Voya Strategic Allocation Portfolios, Inc. (the “Company”), a Maryland corporation, and Voya Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).
February 9, 2015 Mary Jean Milner Managing Director BNY MellonVoya STRATEGIC ALLOCATION PORTFOLIOS INC • April 28th, 2015
MANAGEMENT AGREEMENTManagement Agreement • April 28th, 2015 • Voya STRATEGIC ALLOCATION PORTFOLIOS INC • Delaware
February 9, 2015 Ms. Katherine Dinella Vice President The Bank of New York Mellon – Securities Lending One Wall Street, 17th Floor New York, NY 10286 Dear Ms. Dinella:Securities Lending Agreement and Guaranty • April 28th, 2015 • Voya STRATEGIC ALLOCATION PORTFOLIOS 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 the addition of VY® Goldman Sachs Bond Portfolio, Voya Retirement Solution 2060 Fund, Voya Index Solution 2060 Portfolio, and Voya Solution 2060 Portfolio (collectively, the “Funds”), each a newly established series of Voya Variable Insurance Trust, Voya Separate Portfolios Trust, Voya Partners Inc., and Voya Partners Inc., respectively, to be included on the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated August 6, 2014.
May 1, 2015 Voya Strategic Allocation Portfolios, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 28th, 2015 • Voya STRATEGIC ALLOCATION PORTFOLIOS INC
By this letter dated May 1, 2015, 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 Voya Investments, LLC and Voya Strategic Allocation Portfolios, Inc. (the “Agreement”), with respect to Voya Strategic Allocation Conservative Portfolio, Voya Strategic Allocation Growth Portfolio, and Voya Strategic Allocation Moderate Portfolio (collectively, the “Portfolios”), each a series of Voya Strategic Allocation Portfolios, Inc. By this letter, we agree to waive that fee for the period from May 1, 2015 through January 1, 2017.
May 23, 2014 Attention: President BNY Mellon Investment Servicing (US) Inc. Wilmington, Delaware 19809 Dear Sir or Madam:Transfer Agency Services Agreement • April 28th, 2015 • Voya STRATEGIC ALLOCATION PORTFOLIOS INC
Pursuant to the Transfer Agency Services Agreement dated February 25, 2009, between Voya Series Fund, Inc. and BNY Mellon Investment Servicing (US) Inc., formerly, PNC Global Investment Servicing (U.S.) Inc. (the “Agreement”), we hereby notify you of the changes to the Amended Exhibit A of the Agreement. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 28, 2014, as a result of rebranding name changes that went into effect on May 1, 2014.
May 1, 2015 Voya Strategic Allocation Portfolios, Inc. Suite 100 Scottsdale, Arizona 85258-2034 Re: Expense Limitations Ladies and Gentlemen:Expense Limitations Agreement • April 28th, 2015 • Voya STRATEGIC ALLOCATION PORTFOLIOS INC
By our execution of this letter agreement (the “Agreement”), intending to be legally bound hereby, Voya Investments, LLC (“Voya Investments”), the adviser to Voya Strategic Allocation Conservative Portfolio, Voya Strategic Allocation Growth Portfolio, and Voya Strategic Allocation Moderate Portfolio, each a series of Voya Strategic Allocation Portfolios, Inc. (collectively, the “Strategic Allocation Portfolios”), agrees that Voya Investments shall, from May 1, 2015 through May 1, 2016, 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 Strategic Allocation Portfolios shall be reflected as below:
EXPENSE LIMITATION AGREEMENT VOYA STRATEGIC ALLOCATION PORTFOLIOS, INC.Expense Limitation Agreement • April 28th, 2015 • Voya STRATEGIC ALLOCATION PORTFOLIOS INC
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), is effective November 18, 2014, by and between Voya Investments, LLC (the “Investment Manager”) and Voya Strategic Allocation Portfolios, 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.
