0001104659-19-023718 Sample Contracts

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

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 To Transfer Agency Services Agreement
Transfer Agency Services Agreement • April 25th, 2019 • Voya INVESTORS TRUST

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.

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 Investors Trust (the “Agreement”), with...
Voya INVESTORS TRUST • 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 Portfolios 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.

May 1, 2019 Mr. Todd Modic Senior Vice President Voya Investments, LLC Suite 100 Scottsdale, AZ 85258 Dear Mr. Modic:
Voya INVESTORS TRUST • April 25th, 2019

Pursuant to the Investment Management Agreement, dated May 1, 2017, between Voya Investors Trust (“VIT”) and Voya Investments, LLC (the “Agreement”), we hereby notify you of our intention to modify the annual investment management fee rate for Voya Balanced Income Portfolio (formerly, VY® Franklin Income Portfolio, the “Portfolio”), a series of VIT, effective on May 1, 2019, upon all of the terms and conditions set forth in the Agreement.

AMENDMENT
Voya INVESTORS TRUST • April 25th, 2019 • 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”).

May 1, 2019 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Voya INVESTORS TRUST • 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 Investors Trust (the “Agreement”), with respect to VY® BlackRock Inflation Protected Bond Portfolio (the “Portfolio”), a series of Voya Investors Trust, in the amount of 0.04% per annum. By this letter, we agree to waive that fee for the period from May 1, 2019 through May 1, 2020.

VOYA INVESTORS TRUST AMENDMENT #109 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST ABOLITION OF SERIES OF SHARES OF BENEFICIAL INTEREST
Voya INVESTORS TRUST • 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.

November 1, 2018 Baltimore, MD 21202 Attention: Fran Pollack-Matz Dear Ms. Pollack-Matz:
Portfolio Management Agreement • April 25th, 2019 • Voya INVESTORS TRUST

Pursuant to the Portfolio Management Agreement, effective as of May 1, 2017, as amended (the “Agreement”), among Voya Investors Trust, Voya Investments, LLC and T. Rowe Price Associates, Inc., we hereby notify you of our intention to modify the annual portfolio management fee rates for VY® T. Rowe Price Equity Income Portfolio and VY® T. Rowe Price International Stock Portfolio (each a “Portfolio, and together, the “Portfolios”), effective on November 1, 2018, upon all of the terms and conditions set forth in the Agreement.

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 November 18, 2014, as amended and restated on May 1, 2015, between Voya Investments, LLC and Voya...
Voya INVESTORS TRUST • April 25th, 2019

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.

May 1, 2019 Voya Investors Trust Suite 100 Scottsdale, AZ 85258 Ladies and Gentlemen:
Voya INVESTORS TRUST • April 25th, 2019

By this letter dated May 1, 2019, we have agreed to waive a portion of the management fee, as set forth in the table below, payable to us under the Investment Management Agreement, dated May 1, 2017, between Voya Investments, LLC and Voya Investors Trust (the “Agreement”), with respect to Voya High Yield Portfolio, VY® Morgan Stanley Global Franchise Portfolio, VY® T. Rowe Price Equity Income Portfolio, and VY® Templeton Global Growth Portfolio (each a “Portfolio” and collectively, the “Portfolios”), each a series of Voya Investors Trust, indicated in the table below. By this letter, we agree to waive that fee for the period from May 1, 2019 through May 1, 2020.

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

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 Voya Investors Trust
Voya INVESTORS TRUST • April 25th, 2019

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

May 1, 2019 Voya Investors Trust Suite 100 Scottsdale, Arizona 85258-2034
Voya INVESTORS TRUST • April 25th, 2019

By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Investors Trust (“VIT”), on behalf of Voya Global Perspectives® Portfolio (the “Portfolio”), intending to be legally bound hereby, VIL, the investment manager to the Portfolio, 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 in amounts necessary so that after such waivers and/or reimbursements, the maximum total operating expense ratios of the Portfolio, including expenses of the underlying investment companies, shall be as follows:

AMENDMENT #111 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: May 1, 2019
Voya INVESTORS TRUST • 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

May 1, 2019 Voya Investors Trust 7337 East Doubletree Ranch Road Suite 100 Scottsdale, AZ 85258-2034
Voya INVESTORS TRUST • April 25th, 2019

By execution of this letter agreement to the Expense Limitation Agreement (“ELA”) between Voya Investments, LLC (“VIL”) and Voya Investors Trust (“VIT”), on behalf of Voya Large Cap Value Portfolio (the “Portfolio”), intending to be legally bound hereby, VIL, the investment manager to the Portfolio, 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 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 #110 TO THE AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST Effective: November 26, 2018
Voya INVESTORS TRUST • 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:

AMENDMENT
Voya INVESTORS TRUST • 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 Christopher Kurtz Vice President Voya Investment Management Co. LLC One Orange Way, C1-N Windsor, CT 06095 Dear Mr. Kurtz:
Voya INVESTORS TRUST • 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 Balanced Income Portfolio (the “Portfolio”), a series of Voya Investors Trust, effective on May 1, 2019, upon all of the terms and conditions set forth in the Agreement.

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