(d)(8)(ii)
April 1, 2023

T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

Attention: Terence M. Baptiste, Vice President

Re: Sub-Advisory Agreement Schedule

Dear Mr. Baptiste:

Pursuant to the Sub-Advisory Agreement, effective as of May 1, 2017, as amended, between Voya Investments, LLC and T. Rowe Price Associates, Inc. (the "Agreement"), we hereby notify you of our intention to modify the sub-adviser fee schedule for VY® T. Rowe Price Growth Equity Portfolio (the "Portfolio"), effective at the close of business on April 1, 2023, upon all of the terms and conditions set forth in the Agreement.

Upon your acceptance, the Agreement will be modified to give effect to the foregoing by amending the Amended Schedule A of the Agreement. The Amended Schedule A, which indicates the annual sub-adviser fee rate for the Portfolio, is attached hereto.

REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK

 

April 1, 2023

Page 2

Please signify your acceptance to the modified sub-adviser fee schedule for the aforementioned Portfolio by signing below where indicated.

Very sincerely,

By: _________________________

Name: Todd Modic

Title: Senior Vice President

Voya Investments, LLC

ACCEPTED AND AGREED TO:

T. Rowe Price Associates, Inc.

By: _________________________

Name: Terence Baptiste
Title: Vice President	, Duly Authorized

AMENDED SCHEDULE A

to

SUB-ADVISORY AGREEMENT

between

VOYA INVESTMENTS, LLC

and

T. ROWE PRICE ASSOCIATES, INC.

Portfolios1, 2	Annual Sub-Adviser Fee
	(as a percentage of average
VY® T. Rowe Price Diversified Mid Cap	daily net assets)
	0.500% on the first $250 million of assets;
Growth Portfolio	0.450% on the next $500 million of assets; and
	0.400% on assets over $750 million, up to $1.2 billion
	When assets exceed $1.2 billion, the fee schedule
	resets as indicated below:
	0.400% computed on all Portfolio assets
	When assets exceed $1.5 billion, the fee schedule
	resets as indicated below:
	0.375% computed on all Portfolio assets
VY® T. Rowe Price Growth Equity Portfolio	Assets up to $100 million:
	0.500% on the first $50 million of assets; and
	0.400% on the next $50 million of assets, up to $100
	million

1The fees payable under this Sub-Advisory Agreement are subject to a group fee waiver. For purposes of this fee waiver, the assets of the Portfolios will be aggregated with those of VY® T. Rowe Price Capital Appreciation Portfolio and VY® T. Rowe Price Equity Income Portfolio (the "VIT Portfolios"), each a series of Voya Investors Trust that is managed by the Adviser and sub-advised by the Sub-Adviser. Pursuant to the terms of a letter agreement between the Adviser and Sub-Adviser dated December 5, 2001, as amended, the fee waiver will be calculated based on the aggregate assets of the Portfolios and the VIT Portfolios, as follows, and will be applied to any fees payable by a Portfolio. Notwithstanding the reference to the fee waiver in this Schedule A, the terms of the letter agreement shall govern the fee waiver.

•Aggregate assets between $750 million and $1.5 billion = 5% discount

•Aggregate assets between $1.5 billion and $3.0 billion = 7.5% discount

•Aggregate assets greater than $3.0 billion = 10% discount

2The Sub-Adviser fees for VY® T. Rowe Price Diversified Mid Cap Growth Portfolio and VY® T. Rowe Price Growth Equity Portfolio will be calculated on a monthly basis based on the average daily net assets for the month. The transitional credit for VY® T. Rowe Price Diversified Mid Cap Growth Portfolio and VY® T. Rowe Price Growth Equity Portfolio will be calculated on a monthly basis based on the net assets on each day that the day's net assets fall within the transitional credit range on that day.

 

When assets exceed $100 million, the fee schedule

resets as indicated below: 0.400%, up to $200 million

When assets exceed $200 million, the fee schedule

resets as indicated below:

0.330% up to $500 million of assets

When assets exceed $500 million, the fee schedule

resets as indicated below:

0.325% up to $1 billion of assets

When assets exceed $1 billion, the fee schedule resets

as indicated below:

0.300% on the first $1 billion of assets; and

0.290% on assets over $1 billion, up to $2 billion

When assets exceed $2 billion, the fee schedule resets

as indicated below:

0.290% on all assets up to $3 billion; and

0.275% on assets above $3 billion

With respect to VY® T. Rowe Price Diversified Mid Cap Growth Portfolio:

For VY® T. Rowe Price Diversified Mid Cap Growth Portfolio (the "Diversified Mid Cap Growth Portfolio"), the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the tiered fee schedule and the flat 0.400% fee schedule once assets reach $1.2 billion and the flat 0.375% fee schedule once assets reach $1.5 billion. The credit will apply at asset levels between approximately $1.08 billion and $1.2 billion, and $1.4 billion and $1.5 billion, respectively.

To accommodate circumstances where the Diversified Mid Cap Growth Portfolio's assets fall beneath $1.2 billion and to prevent a decline in the Diversified Mid Cap Growth Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the original tiered fee schedule. This credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $1.2 billion, when the flat fee would be triggered, or (b) fall below a threshold of approximately $1.08 billion, which would trigger the application of the tiered fee schedule.

The credit is determined by prorating the difference between the tiered fee schedule and the flat 0.400% fee schedule over the difference between $1.2 billion and the current portfolio size for billing purposes. The credit would approach $500,000 annually when the Diversified Mid Cap Growth Portfolio's assets were close to $1.2 billion and fall to zero at approximately $1.08 billion.

 

The transitional credit is determined as follows:
Current Portfolio Size for Billing Purposes - $1,075,000,000	X $500,000
$125,000

To accommodate circumstances where the Diversified Mid Cap Growth Portfolio's assets fall beneath $1.5 billion, and to prevent a decline in the Diversified Mid Cap Growth Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the original flat 0.400% fee schedule. This credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $1.5 billion, when the flat 0.375% fee schedule would be triggered, or (b) fall below a threshold of approximately $1.4 billion, which would trigger the application of the flat 0.400% fee schedule.

The credit is determined by prorating the difference between the flat 0.400% fee schedule and the flat 0.375% fee schedule over the difference between $1.5 billion and the current portfolio size for billing purposes. The credit would approach $375,000 annually when the Diversified Mid Cap Growth Portfolio's assets were close to $1.5 billion and fall to zero at approximately $1.4 billion.

The transitional credit is determined as follows:
Current Portfolio Size for Billing Purposes - $1,406,250,000	X $375,000
$93,750,000

With respect to VY® T. Rowe Price Growth Equity Portfolio:

For VY® T. Rowe Price Growth Equity Portfolio (the "Growth Equity Portfolio"), the Sub- Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the tiered fee schedule and the flat fee once assets exceed $100 million. The credit will apply at asset levels between $87.5 million and $100 million.

To accommodate circumstances where the Growth Equity Portfolio's assets fall beneath $100 million and to prevent a decline in the Growth Equity Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the original tiered fee schedule. The credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $100 million, when the flat fee would be triggered, or (b) fall below a threshold of $87.5 million, where the tiered fee schedule would be fully re-applied.

The credit is determined by multiplying the difference between the tiered fee schedule and the flat 0.40% fee schedule by the difference between the current portfolio size for billing purposes and the $87.5 million threshold, divided by the difference between $100 million and the $87.5 million threshold. The credit would approach $50,000 annually when the Growth Equity Portfolio's assets were close to $100 million and fall to zero at approximately $87.5 million.

 

The transitional credit is determined as follows:

Current Portfolio Size for Billing Purposes - $87,500,000	X $50,000
$12,500,000

For the Growth Equity Portfolio, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee schedule when net assets are below $200 million and the flat fee once assets reach $200 million. The credit will apply at asset levels between $165 million and $200 million.

To accommodate circumstances where the Portfolio's assets fall beneath $200 million and to prevent a decline in the Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the flat 0.40% fee schedule. The credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $200 million, when the flat 0.33% bps fee would be triggered, or (b) fall below a threshold of $165 million, where the flat 0.40% fee schedule would be fully re-applied.

The credit is determined by multiplying the difference between the flat 0.40% fee schedule and the flat 0.33% fee schedule by the difference between $165 million and the current portfolio size for billing purposes, divided by the difference between the $200 million and the $165 million threshold. The credit would approach $140,000 annually when the Growth Equity Portfolio's assets were close to $200 million and fall to zero at $165 million.

The transitional credit is determined as follows:

Current Portfolio Size for Billing Purposes - $165,000,000 X $140,000

$35,000,000

For the Growth Equity Portfolio, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee schedule when net assets are below $500 million and the flat fee once assets reach $500 million. The credit will apply at asset levels between approximately $492 million and $500 million.

To accommodate circumstances where the Portfolio's assets fall beneath $500 million and to prevent a decline in the Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the flat 0.33% fee schedule. The credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $500 million, when the flat 0.325% bps fee would be triggered, or (b) fall below a threshold of approximately $492 million, where the flat 0.33% fee schedule would be fully re-applied.

 

The credit is determined by multiplying the difference between the flat 0.33% fee schedule and the flat 0.325% fee schedule by the difference between approximately $492 million and the current portfolio size for billing purposes, divided by the difference between the $500 million and the $492 million threshold. The credit would approach $25,000 annually when the Growth Equity Portfolio's assets were close to $500 million and fall to zero at approximately $492 million.

The transitional credit is determined as follows:

Current Portfolio Size for Billing Purposes - $492,424,242.42 X $25,000

$7,575,757.58

For the Growth Equity Portfolio, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the flat fee schedule when net assets are below $1 billion and the flat fee once assets reach $1 billion. The credit will apply at asset levels between approximately $923 million and $1 billion.

To accommodate circumstances where the Portfolio's assets fall beneath $1 billion and to prevent a decline in the Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the flat 0.325% fee schedule. The credit will be applied against the fees assessed under the existing fee schedule and will have the effect of reducing the dollar fee until assets either (a) exceed $1 billion, when the flat 0.30% bps fee would be triggered, or (b) fall below a threshold of approximately $923 million, where the flat 0.325% fee schedule would be fully re-applied.

The credit is determined by multiplying the difference between the flat 0.325% fee schedule and the flat 0.30% fee schedule by the difference between approximately $923 million and the current portfolio size for billing purposes, divided by the difference between the $1 billion and the $923 million threshold. The credit would approach $250,000 annually when the Growth Equity Portfolio's assets were close to $1 billion and fall to zero at approximately $923 million.

The transitional credit is determined as follows:

Current Portfolio Size for Billing Purposes - $923,076,923.08 X $250,000

$76,923,076.92

For the Growth Equity Portfolio, the Sub-Adviser will provide the Adviser a transitional credit to eliminate any discontinuity between the tiered fee schedule and the flat fee once assets exceed $2 billion. The credit will apply at asset levels between approximately $1.96 billion and $2 billion.

To accommodate circumstances where the Growth Equity Portfolio's assets fall beneath $2 billion and to prevent a decline in the Growth Equity Portfolio's assets from causing an increase in the absolute dollar fee, the Sub-Adviser will provide a transitional credit to cushion the impact of reverting to the original tiered fee schedule. The credit will be applied against the fees assessed

 

under the existing fee schedule and will have the effect of reducing the dollar fee until assets either

(a)exceed $2 billion, when the flat fee would be triggered, or (b) fall below a threshold of approximately $1.96 billion, where the tiered fee schedule would be fully re-applied.

The credit is determined by multiplying the difference between the tiered fee schedule and the flat 0.29% fee schedule by the difference between the current portfolio size for billing purposes and approximately $1.96 billion, divided by the difference between $2 billion and the $1.96 billion threshold. The credit would approach $100,000 annually when the Growth Equity Portfolio's assets were close to $2 billion and fall to zero at approximately $1.96 billion.

The transitional credit is determined as follows:

Current Portfolio Size for Billing Purposes - $1,965,517,241.38	X $100,000
$34,482,758.62

Effective Date: April 1, 2023, to reflect the modifications to the fee rate of VY® T. Rowe Price Growth Equity Portfolio.