0001104659-19-023670 Sample Contracts

AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY
Securities Lending Agreement and Guaranty • April 25th, 2019 • Voya PARTNERS INC

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”).

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AMENDMENT
Fund Accounting Agreement • April 25th, 2019 • Voya PARTNERS INC • New York

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”).

Amendment To Transfer Agency Services Agreement
Transfer Agency Services Agreement • April 25th, 2019 • Voya PARTNERS INC

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.

May 1, 2019 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:
Investment Management Agreement • April 25th, 2019 • Voya PARTNERS INC

Pursuant to the Investment Management Agreement, dated May 1, 2017, between Voya Partners, Inc. (“VPI”) and Voya Investments, LLC (the “Agreement”), we hereby notify you of our intention to modify the annual investment management fee rate for Voya International High Dividend Low Volatility Portfolio (formerly, VY® Templeton Foreign Equity Portfolio, the “Portfolio”), a series of VPI, effective on May 1, 2019, upon all of the terms and conditions set forth in the Agreement.

May 1, 2019 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Letter Agreement • April 25th, 2019 • Voya PARTNERS INC

By execution of this letter agreement (the “Agreement”), dated May 1, 2019, 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, 2019 through May 1, 2020, 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, 2019 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Voya PARTNERS INC • April 25th, 2019

By this letter dated May 1, 2019, 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, 2019 through May 1, 2020.

By this letter dated May 1, 2019, 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...
Voya PARTNERS INC • April 25th, 2019

This waiver (the “Waiver”) is “outside” each 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.

AMENDMENT
Voya PARTNERS INC • April 25th, 2019 • New York

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”).

May 1, 2019 Voya Partners, Inc. Suite 100 Scottsdale, Arizona 85258-2034
Voya PARTNERS INC • April 25th, 2019

By execution of this letter agreement, Voya Investments, LLC (“VIL”), the investment adviser to VY® Columbia Contrarian Core Portfolio (the “Portfolio”), agrees that, from May 1, 2019 through May 1, 2020, 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, 2019 Voya Partners, Inc. Suite 100 Scottsdale, AZ 85258-2034
Voya PARTNERS INC • April 25th, 2019

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, 2019 through May 1, 2020, 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:

AMENDMENT TO SECURITIES LENDING AGREEMENT AND GUARANTY
Securities Lending Agreement and Guaranty • April 25th, 2019 • Voya PARTNERS INC

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”).

May 1, 2019 Christopher Kurtz Vice President Voya Investment Management Co. LLC One Orange Way, C1-N Windsor, CT 06095 Dear Mr. Kurtz:
Voya PARTNERS INC • April 25th, 2019

Pursuant to the Sub-Advisory Agreement, effective as of May 1, 2017 (the “Agreement”), between Voya Investment Management Co. LLC (the “Sub-Adviser”) and Voya Investments, LLC, we hereby notify you of our intention to retain you as Sub-Adviser to render investment advisory services to Voya International High Dividend Low Volatility Portfolio (the “Portfolio”), a series of Voya Partners, Inc., effective on May 1, 2019, upon all of the terms and conditions set forth in the Agreement.

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