April 18, 2016 Mary Jean Milner Managing Director The Bank of New York Mellon New York, NY 10286 Dear Ms. Milner:Voya VARIABLE PORTFOLIOS INC • April 28th, 2016
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 January 1, 2008, 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 changes to the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 9, 2015.
April 18, 2016 Ms. Katherine Dinella Vice President The Bank of New York Mellon – Securities Lending New York, NY 10286 Dear Ms. Dinella:Securities Lending Agreement and Guaranty • April 28th, 2016 • Voya VARIABLE 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 changes to the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 9, 2015.
May 1, 2016Investment Management Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
By this letter dated May 1, 2016, 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 Variable Portfolios, Inc. (the “Agreement”), with respect to Voya Russell™ Large Cap Growth Index Portfolio, Voya Russell™ Large Cap Value Index Portfolio, and Voya Russell™ Mid Cap Growth Index Portfolio (collectively, the “Portfolios”), each a series of Voya Variable Portfolios, Inc., in the amount of 0.10% per annum. By this letter, we agree to waive that fee for the period from May 1, 2016 through May 1, 2017.
January 1, 2016 Voya Variable Portfolios, Inc. Suite 100 Scottsdale, AZ 85258-2034 Re: Expense Limitations Ladies and Gentlemen:Expense Limitation Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
By execution of this letter agreement to the Expense Limitation Agreement ( “ELA”) between Voya Investments, LLC (“VIL”) and Voya Variable Portfolios, Inc. (“VVPI”), on behalf of Voya Global Value Advantage Portfolio (the “Portfolio”), intending to be legally bound hereby, VIL, the adviser to the Portfolio, agrees that, from January 1, 2016 through May 1, 2017, 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, 2016 Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:Sub-Advisory Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
Voya Investments, LLC (“Voya Investments”) and Voya Investment Management Co. LLC (“Voya IM”) are parties to a Sub-Advisory Agreement dated November 18, 2014 (the “Agreement”), and pursuant to the Agreement, Voya Investments has agreed to pay Voya IM an annual sub-advisory fee of 0.2700% as a percentage of average daily net assets of Voya Australia Index Portfolio, Voya Euro STOXX 50® Index Portfolio, Voya FTSE 100 Index® Portfolio, and Voya Japan TOPIX Index® Portfolio, each a series of Voya Variable Portfolios, Inc. (each a “Portfolio” and collectively, the “Portfolios”). By this letter dated May 1, 2016, Voya IM voluntarily waives a portion of the annual sub-advisory fee that it is entitled to receive as follows:
April 18, 2016 Mary Jean Milner Managing Director The Bank of New York Mellon New York, NY 10286 Dear Ms. Milner:Voya VARIABLE PORTFOLIOS INC • April 28th, 2016
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 January 1, 2008, 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 changes to the Amended Exhibit A to the Agreements. This Amended Exhibit A supersedes the previous Amended Exhibit A dated February 9, 2015.
January 1, 2016Management Fee Waiver Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
By execution of this letter agreement, intending to be legally bound hereby, Voya Investments, LLC (“VIL”), the adviser to Voya Russell™ Large Cap Growth Index Portfolio and Voya Russell™ Large Cap Value Index Portfolio (together, the “Portfolios”), agrees that, from January 1, 2016 through May 1, 2017, VIL shall waive all or a portion of its management fee and/or reimburse expenses in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratios, excluding acquired fund fees and expenses, of the Portfolios shall be as follows:
May 1, 2016 Voya Variable Portfolios, Inc. Suite 100 Scottsdale, AZ 85258-2034 Re: Expense Limitations Ladies and Gentlemen:Expense Limitation Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Variable Portfolios, Inc. (“VVPI”), on behalf of Voya International Index Portfolio (the “Portfolio”), intending to be legally bound hereby, VIL, the adviser to the Portfolio, agrees that, from May 1, 2016 through May 1, 2017, 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, 2016 Voya Variable Portfolios, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
By this letter dated May 1, 2016, 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 Variable Portfolios, Inc. (the “Agreement”), with respect to Voya Australia Index Portfolio, Voya Euro STOXX 50® Index Portfolio, Voya FTSE 100 Index® Portfolio, and Voya Japan TOPIX Index® Portfolio (collectively, the “Portfolios”), each a series of Voya Variable Portfolios, Inc., in the amount of 0.35% per annum, as if the management fee specified in the Agreement were 0.35%. By this letter, we agree to waive that fee for the period from May 1, 2016 through May 1, 2017.
EXPENSE LIMITATION AGREEMENT VOYA VARIABLE PORTFOLIOS, INC.Expense Limitation Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective January 1, 2016, by and between Voya Investments, LLC (the “Investment Manager”) and Voya Variable 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.
May 1, 2016 Voya Variable Portfolios, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
By this letter dated May 1, 2016, 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 Variable Portfolios, Inc. (the “Agreement”), with respect to Voya Hang Seng Index Portfolio (the “Portfolio”), a series of Voya Variable Portfolios, Inc., in the amount of 0.20% per annum. By this letter, we agree to waive that fee for the period from May 1, 2016 through May 1, 2017.
May 1, 2016 Voya Variable Portfolios, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:Investment Management Agreement • April 28th, 2016 • Voya VARIABLE PORTFOLIOS INC
By this letter dated May 1, 2016, 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 Variable Portfolios, Inc. (the “Agreement”), with respect to Voya Emerging Markets Index Portfolio (the “Portfolio”), a series of Voya Variable Portfolios, Inc., in the amount of 0.25% per annum, as if the management fee specified in the Agreement were 0.40%. By this letter, we agree to waive that fee for the period from May 1, 2016 through May 1, 2017.
May 1, 2015Investment Management Agreement • April 28th, 2016 • Voya VARIABLE 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 Variable Portfolios, Inc. (the “Agreement”), with respect to Voya Index Plus LargeCap Portfolio, Voya Index Plus MidCap Portfolio, Voya Index Plus SmallCap Portfolio, and Voya Small Company Portfolio (collectively, the “Portfolios”), each a series of Voya Variable Portfolios, Inc. By this letter, we agree to waive that fee for the period from May 1, 2015 through May 1, 2017.
