Exhibit (d)(1)(C)(iii)
November 15, 2025
Voya Funds
7337 E. Doubletree Ranch Road
Suite 100
Scottsdale, AZ 85258-2034
Re: Management Fee Waiver
Ladies and Gentlemen:
By this letter dated November 15, 2025, we have agreed to waive a portion of the management fee payable to us under the Investment Management Agreements between Voya Investments, LLC (“VIL”) and the trusts listed on Schedule A (the “Trusts”), with respect to relevant funds listed on Schedule A (the “Funds”), as applicable. To the extent that a Fund invests in shares of an exchange-traded fund sponsored, managed or sub-advised by VIL or an affiliate thereof (an “Acquired Fund”), by this letter, we agree to waive the advisory fee we receive for advising the Fund in an amount equal to the unitary fee borne by each Fund in respect of that Fund’s assets invested in an Acquired Fund. We agree that this waiver (the “Waiver”) shall continue for the one-year period following the date of any such Fund’s next registration statement amendment or annual report (for the closed-end funds), as provided in Schedule A. Thereafter, this Waiver shall automatically renew for one-year terms with respect to a Fund, unless the Investment Manager provides written notice of the termination of this Waiver to the Chair of the Board of Trustees/Directors of a Fund within 90 days of the end of the then current term for that Fund and such termination is approved by the Board of Trustees/Directors of that Fund.
This waiver is “outside” the Fund’s expense limit arrangements under a separate expense limitation agreement (the “ELA”). This means that the Waiver does not reduce the Fund’s net operating expense ratio before the ELA is applied. The Waiver is deducted after the ELA is applied.
VIL acknowledges that any fees waived during the term of this Agreement shall not be eligible for recoupment at any time in the future.
Notwithstanding the foregoing, termination or modification of this letter requires approval by the Board of Trustees of the relevant Trusts.
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