0001193125-15-152271 Sample Contracts

INVESTMENT MANAGEMENT AGREEMENT VOYA VARIABLE INSURANCE TRUST
Investment Management Agreement • April 28th, 2015 • Voya VARIABLE INSURANCE TRUST • New York

AGREEMENT effective as of February 9, 2015, between Voya Variable Insurance Trust (the “Trust”), a Delaware statutory trust, and Voya Investments, LLC (the “Adviser”), a limited liability company organized and existing under the laws of the State of Arizona (the “Agreement”).

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SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 28th, 2015 • Voya VARIABLE INSURANCE TRUST • Delaware

AGREEMENT, effective as of February 9, 2015, between Voya Investments, LLC, (the “Adviser”), an Arizona limited liability company, and Goldman Sachs Asset Management, L.P. (the “Sub-Adviser”), a limited partnership organized under the laws of the State of Delaware (the “Agreement”).

DISTRIBUTION AGREEMENT VOYA VARIABLE INSURANCE TRUST
Distribution Agreement • April 28th, 2015 • Voya VARIABLE INSURANCE TRUST • Delaware

AGREEMENT effective as of February 9, 2015, by and between Voya Variable Insurance Trust (the “Trust”) and Voya Investments Distributor, LLC (“Distributor”), a Delaware limited liability company.

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:
Voya VARIABLE INSURANCE TRUST • April 28th, 2015

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.

EXPENSE LIMITATION AGREEMENT VOYA VARIABLE INSURANCE TRUST
Expense Limitation Agreement • April 28th, 2015 • Voya VARIABLE INSURANCE TRUST

This EXPENSE LIMITATION AGREEMENT (this “Agreement”), is effective February 9, 2015, by and between Voya Investments, LLC (the “Investment Manager”) and Voya Variable Insurance 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.

February 9, 2015 Mary Jean Milner Managing Director BNY Mellon
Voya VARIABLE INSURANCE TRUST • April 28th, 2015
FORM OF MANAGEMENT AGREEMENT
Management Agreement • April 28th, 2015 • Voya VARIABLE INSURANCE TRUST • Delaware
February 9, 2015 Mary Jean Milner Managing Director BNY Mellon
Voya VARIABLE INSURANCE TRUST • April 28th, 2015
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