Voya INVESTORS TRUST Sample Contracts

Voya INVESTORS TRUSTContract (April 23rd, 2020)
Voya INVESTORS TRUSTBy this letter dated January 1, 2020, 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 ... (February 11th, 2020)

This waiver (the “Waiver”) is “outside” the Portfolio’s expense limit arrangements under a separate expense limitation agreement (the “ELA”). This means that the Waiver does not reduce the Portfolio’s net operating expense ratio before the ELA is applied. The waiver is deducted after the ELA is applied. However, with respect to any share class of the Portfolio that has a 0.00% expense limit, the Waiver cannot further reduce the 0.00% net expense ratio experienced by shareholders with respect to that share class.

Voya INVESTORS TRUSTRe: Portfolio Management Agreement dated as of May 1, 2017 (the “Agreement”) among Voya Investors Trust (the “Trust”), a Massachusetts business trust; Voya Investments, LLC (the “Manager”) and J.P. Morgan Investment Management Inc. (the “Portfolio ... (February 11th, 2020)

This letter is being provided in connection with the Agreement. Any term not defined herein shall have the meaning ascribed to it in the Agreement. Please acknowledge your receipt of this letter and agreement to its terms by signing in the space provided below.

Voya INVESTORS TRUSTAmendment To Transfer Agency Services Agreement (Unified Agreement) (February 11th, 2020)

This Amendment To Transfer Agency Services Agreement (“Amendment”), dated as of May 1, 2019 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of the investment companies listed on the signature page to this Amendment (individually, “Investment Company”; collectively, “Investment Companies”), on its own behalf and to the extent the Investment Company has portfolios listed on Exhibit A hereto (individually, “Portfolio”; collectively, “Portfolios”), on behalf of each such Portfolio.

Voya INVESTORS TRUSTAmendment To Transfer Agency Services Agreement (Unified Agreement) (February 11th, 2020)

This Amendment To Transfer Agency Services Agreement (“Amendment”), dated as of November 5, 2019 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of the investment companies listed on the signature page to this Amendment (individually, “Investment Company”; collectively, “Investment Companies”), on its own behalf and to the extent the Investment Company has portfolios listed on Exhibit A hereto (individually, “Portfolio”; collectively, “Portfolios”), on behalf of each such Portfolio.

Voya INVESTORS TRUSTVOYA INVESTORS TRUST AMENDMENT #112 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST (February 11th, 2020)

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 Templeton Global Growth Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

Voya INVESTORS TRUSTROPES & GRAY LLP PRUDENTIAL TOWER (August 29th, 2019)
Voya INVESTORS TRUSTAMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY (April 25th, 2019)

This AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY is effective as of March 26, 2019 (the “Effective Date”), by and between THE BANK OF NEW YORK MELLON (“Bank”) and each Investment Company listed on Exhibit A thereto, for itself and for each Series (each Investment Company and each Series is hereinafter referred to as “Lender”).

Voya INVESTORS TRUSTAMENDMENT (April 25th, 2019)

This Amendment is an amendment to the Fund Accounting Agreement dated as of January 6, 2003 between each entity listed on Exhibit A hereto (each a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (“BNY”) (the “Agreement”).

Voya INVESTORS TRUSTVOYA INVESTORS TRUST AMENDMENT #109 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST (April 25th, 2019)

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 Voya Multi-Manager Large Cap Core Portfolio, and the establishment and designation thereof, there being no shares of such series currently outstanding.

Voya INVESTORS TRUSTAMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY (April 25th, 2019)

This AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY is effective as of March 21, 2019 (the “Effective Date”), by and between THE BANK OF NEW YORK MELLON (“Bank”) and each Investment Company listed on Exhibit A thereto, for itself and for each Series (each Investment Company and each Series is hereinafter referred to as “Lender”).

Voya INVESTORS TRUSTMay 1, 2019 Voya Investors Trust (April 25th, 2019)

Re: Money Market Fund Expense Limitation Agreement for Voya Government Liquid Assets Portfolio (formerly, Voya Liquid Assets Portfolio)

Voya INVESTORS TRUSTAMENDMENT #111 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: May 1, 2019 (April 25th, 2019)

The undersigned being a majority of the trustees of ING Investors Trust, a Massachusetts business trust (the “Trust”), acting pursuant to Article VI, Sections 6.2 and 6.3 and Article XI, Section 11.4 of the Trust’s Amended and Restated Agreement and Declaration of Trust dated February 26, 2002, as amended (the “Declaration of Trust”), hereby amend the Declaration of Trust to

Voya INVESTORS TRUSTAMENDMENT #108 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: May 23, 2018 (April 25th, 2019)

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 (the “Declaration of Trust”), including Article VI, Section 6.3 and Article XI, Sections 11.2 and 11.4, hereby amend the Declaration of Trust to:

Voya INVESTORS TRUSTAmendment To Transfer Agency Services Agreement (April 25th, 2019)

This Amendment To Transfer Agency Services Agreement (“Amendment”), dated as of January 1, 2019 (“Effective Date”), is being entered into by and between BNY Mellon Investment Servicing (US) Inc. (“BNYM”) and each of the investment companies and portfolios of investment companies referenced on the signature page to this Amendment (“Funds”), each in its individual and separate capacity.

Voya INVESTORS TRUSTAMENDMENT #110 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: November 26, 2018 (April 25th, 2019)

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 (the “Declaration of Trust”), including Article VI, Section 6.3 and Article XI, Sections 11.2 and 11.4, hereby amend the Declaration of Trust to:

Voya INVESTORS TRUSTAMENDMENT (April 25th, 2019)

This Amendment is an amendment to the Custody Agreement dated as of January 6, 2003 between each entity listed on Exhibit A hereto (each a “Fund” and collectively the “Funds”) and The Bank of New York Mellon (“Custodian”) (the “Agreement”).

Voya INVESTORS TRUSTMay 1, 2018 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen: (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”).

Voya INVESTORS TRUSTFIRST AMENDMENT TO PORTFOLIO MANAGEMENT AGREEMENT VOYA INVESTORS TRUST (April 24th, 2018)

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.

Voya INVESTORS TRUSTDELEGATION AGREEMENT (April 24th, 2018)

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”).

Voya INVESTORS TRUSTSUB-SUB-INVESTMENT ADVISORY AGREEMENT (April 24th, 2018)

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”).

Voya INVESTORS TRUSTSUB-ADVISORY AGREEMENT (April 24th, 2018)

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”).

Voya INVESTORS TRUSTAMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY (April 24th, 2018)

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”).

Voya INVESTORS TRUSTMay 1, 2018 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258 (April 24th, 2018)

Re: Money Market Fund Expense Limitation Agreement for Voya Government Liquid Assets Portfolio (formerly, Voya Liquid Assets Portfolio)

Voya INVESTORS TRUSTJune 1, 2017 Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 (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”).

Voya INVESTORS TRUSTINVESTMENT COMPANY REPORTING MODERNIZATION SERVICES AMENDMENT TO FUND ACCOUNTING AGREEMENT (April 24th, 2018)

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”).

Voya INVESTORS TRUSTMONEY MARKET FUND EXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUST (April 24th, 2018)

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.

Voya INVESTORS TRUSTAMENDMENT #107 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST (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:

Voya INVESTORS TRUSTITEM 77Q1—Exhibits (February 27th, 2018)
Voya INVESTORS TRUSTJune 1, 2017 Voya Investments, LLC (February 27th, 2018)
Voya INVESTORS TRUSTVoya Investors Trust AMENDMENT #107 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Abolition of Series of Shares of Beneficial Interest (February 27th, 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:

Voya INVESTORS TRUSTITEM 77Q1—Exhibits (August 25th, 2017)
Voya INVESTORS TRUSTAMENDMENT #105 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: May 11, 2016 (April 25th, 2017)

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 (the “Declaration of Trust”), including Article VI, Sections 6.1, 6.2 and 6.3 and Article XI, Section 11.4, hereby amend the Declaration of Trust to:

Voya INVESTORS TRUSTSUB-ADVISORY AGREEMENT VOYA INVESTORS TRUST (April 25th, 2017)

AGREEMENT, effective as of May 1, 2017, 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”).

Voya INVESTORS TRUSTEXPENSE LIMITATION AGREEMENT VOYA INVESTORS TRUST (April 25th, 2017)

This EXPENSE LIMITATION AGREEMENT (the “Agreement”), effective May 1, 2017, is made between Voya Investments, LLC (the “Investment Manager”) and Voya Investors Trust (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.