FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT
Exhibit 24(b)(8.56)
FIRST AMENDMENT TO FUND PARTICIPATION AGREEMENT
This First Amendment dated as of June 1, 2016, by and between Voya Retirement Insurance and Annuity Company (the “Company”), and one or more of The Lazard Funds, Inc., an open-end series investment company (the "Fund"), Lazard Asset Management Securities LLC, the Fund’s principal underwriter (“Distributor”), and Lazard Asset Management LLC, the investment adviser to each mutual fund comprising the Fund and the parent company of the Distributor (“XXX”) is made to the Fund Participation Agreement dated as of October 23, 2000 (the “Agreement”). Terms defined in the Agreement are used herein as therein defined.
NOW, THEREFORE, for good and valuable consideration the adequacy of which is hereby acknowledged, the parties agree as follows:
1. Effective September 1, 2014, ING Life Insurance and Annuity Company (formerly Aetna Life Insurance and Annuity Company) was renamed Voya Retirement Insurance and Annuity Company.
2. Distributor assumes all rights, duties and obligations of Lazard Freres & Co. LLC’s in and under the Agreement.
3. To the extent that the Agreement obligates Distributor, the Fund or their affiliates (other than XXX) to pay any fees to Company other than those fees indirectly payable to Company pursuant to the Fund’s distribution plan adopted pursuant to Rule 12b-1 under the Investment Company Act of 1940 (the “Plan”), XXX shall solely be responsible for payment to Company of such fees, and none of Distributor, the Fund or any of their affiliates (other than XXX) shall have any responsibility or liability for payment of such fees. The Distributor shall solely be responsible for payment to Company of fees indirectly payable to Company pursuant to the Plan, and none of XXX, the Fund or any of their affiliates (other than the Distributor) shall have any responsibility or liability for the payment of such fees. XXX hereby is made a party to the Agreement for the sole purpose set forth in this Section 3.
4. Schedule B and Schedule C to the Agreement shall be deleted in their entirety and replaced with the Schedule B and Schedule C attached hereto.
5. Except as specifically amended above, the Agreement shall remain in full force and effect in accordance with its terms.
6. This amendment may be executed in multiple counterparts of like form, each of which, when executed, shall be deemed to be an original and all of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this amendment to the Agreement effective as of the date written above.
[Signature Page Follows]
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VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
By: /s/ Xxxxxxxx Xxxxxxxxx
Name: Xxxxxxxx Xxxxxxxxx
Title: Vice President
Date: June 14, 2016
LAZARD ASSET MANAGEMENT SECURITIES LLC
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: President
Date: 6/20/16
LAZARD ASSET MANAGEMENT LLC (solely with respect to Section 3 above.)
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Deputy Chairman
Date: 6/20/16
THE RETIREMENT SERIES, INC.
By: /s/ Xxxxxxx St. Clair
Name: Xxxxxxx St. Clair
Title: Treasurer
Date: 6/20/16
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schedule B
Portfolio Name |
Class |
Symbol |
CUSIP |
Lazard Capital Allocator Opportunistic Strategies Portfolio |
Open |
LCAOX |
00000X000 |
Lazard Developing Markets Equity Portfolio |
Open |
LDMOX |
00000X000 |
Lazard Emerging Markets Core Equity Portfolio |
Open |
ECEOX |
00000X000 |
Lazard Emerging Markets Debt Portfolio |
Open |
LEDOX |
00000X000 |
Lazard Emerging Markets Equity Blend Portfolio |
Open |
XXXXX |
00000X000 |
Xxxxxx Emerging Markets Equity Portfolio** |
Open |
LZOEX |
00000X000 |
Lazard Emerging Markets Income Portfolio |
Open |
XXXXX |
00000X000 |
Lazard Emerging Markets Multi Asset Portfolio |
Open |
EMMOX |
00000X000 |
Lazard Enhanced Opportunities Portfolio |
Open |
LEOOX |
00000X000 |
Lazard Explorer Total Return Portfolio |
Open |
LETOX |
00000X000 |
Lazard Fundamental Long/Short Portfolio |
Open |
LLSOX |
00000X000 |
Lazard Global Dynamic Multi Asset Portfolio |
Open |
GDMOX |
00000X000 |
Lazard Global Equity Select Portfolio |
Open |
GESOX |
00000X000 |
Lazard Global Fixed Income Portfolio |
Open |
LZGOX |
00000X000 |
Lazard Global Listed Infrastructure Portfolio |
Open |
GLFOX |
00000X000 |
Lazard Global Realty Equity Portfolio |
Open |
LITOX |
00000X000 |
Lazard Global Strategic Equity Portfolio |
Open |
LSTOX |
52107V 542 |
Lazard International Equity Portfolio |
Open |
LZIOX |
00000X000 |
Lazard International Equity Concentrated Portfolio |
Open |
LCNOX |
52107V 575 |
Lazard International Equity Select Portfolio |
Open |
LZESX |
00000X000 |
Lazard International Small Cap Equity Portfolio |
Open |
LZSMX |
00000X000 |
Lazard International Strategic Equity Portfolio |
Open |
LISOX |
00000X000 |
Lazard US Corporate Income Portfolio |
Open |
LZHOX |
00000X000 |
Lazard US Equity Concentrated Portfolio |
Open |
LEVOX |
00000X000 |
Lazard US Mid Cap Equity Portfolio |
Open |
LZMOX |
00000X000 |
Lazard US Realty Equity Portfolio |
Open |
LREOX |
00000X000 |
Lazard US Realty Income Portfolio |
Open |
LRIOX |
00000X000 |
Lazard US Short Duration Fixed Income Portfolio |
Open |
XXXXX |
00000X000 |
Xxxxxx US Small-Mid Cap Equity Portfolio |
Open |
LZCOX |
00000X000 |
Lazard US Strategic Equity Portfolio |
Open |
LZUOX |
00000X000 |
Portfolio Name |
Class |
Symbol |
CUSIP |
Lazard Capital Allocator Opportunistic Strategies Portfolio |
Institutional |
LCAIX |
00000X000 |
Lazard Developing Markets Equity Portfolio |
Institutional |
LDMIX |
00000X000 |
Lazard Emerging Markets Core Equity Portfolio |
Institutional |
ECEIX |
00000X000 |
Lazard Emerging Markets Debt Portfolio |
Institutional |
LEDIX |
00000X000 |
Lazard Emerging Markets Equity Blend Portfolio |
Institutional |
EMBIX |
00000X000 |
Lazard Emerging Markets Equity Portfolio** |
Institutional |
LZEMX |
00000X000 |
Lazard Emerging Markets Income Portfolio |
Institutional |
LEIIX |
00000X000 |
Lazard Emerging Markets Multi Asset Portfolio |
Institutional |
EMMIX |
00000X000 |
Lazard Enhanced Opportunities Portfolio |
Institutional |
LEOIX |
00000X000 |
Lazard Explorer Total Return Portfolio |
Institutional |
LETIX |
00000X000 |
Lazard Fundamental Long/Short Portfolio |
Institutional |
LLSIX |
00000X000 |
Lazard Global Dynamic Multi Asset Portfolio |
Institutional |
GDMIX |
00000X000 |
Lazard Global Equity Select Portfolio |
Institutional |
GESIX |
00000X000 |
Lazard Global Fixed Income Portfolio |
Institutional |
LZGIX |
00000X000 |
Lazard Global Listed Infrastructure Portfolio |
Institutional |
GLIFX |
00000X000 |
Lazard Global Realty Equity Portfolio |
Institutional |
LITIX |
00000X000 |
Lazard Global Strategic Equity Portfolio |
Institutional |
LSTIX |
52107V 559 |
Lazard International Equity Portfolio |
Institutional |
LZIEX |
00000X000 |
Lazard International Equity Concentrated Portfolio |
Institutional |
LCNIX |
52107V 583 |
Lazard International Equity Select Portfolio |
Institutional |
LZSIX |
00000X000 |
Lazard International Small Cap Equity Portfolio |
Institutional |
LZISX |
00000X000 |
Lazard International Strategic Equity Portfolio |
Institutional |
LISIX |
00000X000 |
Lazard US Corporate Income Portfolio |
Institutional |
LZHYX |
00000X000 |
Lazard US Equity Concentrated Portfolio |
Institutional |
LEVIX |
00000X000 |
Lazard US Mid Cap Equity Portfolio |
Institutional |
LZMIX |
00000X000 |
Lazard US Realty Equity Portfolio |
Institutional |
LREIX |
00000X000 |
Lazard US Realty Income Portfolio |
Institutional |
LRIIX |
00000X000 |
Lazard US Short Duration Fixed Income Portfolio |
Institutional |
UMNIX |
00000X000 |
Lazard US Small-Mid Cap Equity Portfolio |
Institutional |
LZSCX |
00000X000 |
Lazard US Strategic Equity Portfolio |
Institutional |
LZUSX |
00000X000 |
Portfolio Name |
Class |
Symbol |
CUSIP |
Lazard Capital Allocator Opportunistic Strategies Portfolio |
R6 |
RLCPX |
52107V 849 |
Lazard Developing Markets Equity Portfolio |
R6 |
RLDMX |
52107V 872 |
Lazard Emerging Markets Core Equity Portfolio |
R6 |
RLEOX |
52107V 000 |
Xxxxxx Xxxxxxxx Xxxxxxx Xxxx Xxxxxxxxx |
X0 |
XXXXX |
52107V 815 |
Lazard Emerging Markets Equity Blend Portfolio |
R6 |
RLEBX |
52107V 831 |
Lazard Emerging Markets Equity Portfolio** |
R6 |
RLEMX |
52107V 880 |
Lazard Emerging Markets Income Portfolio |
R6 |
RLEIX |
00000X000 |
Lazard Emerging Markets Multi Asset Portfolio |
R6 |
RLMSX |
52107V 000 |
Xxxxxx Xxxxxxxx Xxxxxxxxxxxxx Xxxxxxxxx |
X0 |
XXXXX |
00000X000 |
Lazard Explorer Total Return Portfolio |
R6 |
RLETX |
52107V 740 |
Lazard Fundamental Long/Short Portfolio |
R6 |
RFLSX |
00000X000 |
Lazard Global Dynamic Multi Asset Portfolio |
R6 |
GDMAX |
00000X000 |
Lazard Global Equity Select Portfolio |
R6 |
RLGEX |
00000X000 |
Lazard Global Fixed Income Portfolio |
R6 |
RLGFX |
52107V 000 |
Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxxxxxxx Xxxxxxxxx |
X0 |
XXXXX |
52107V 000 |
Xxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxxxxxx |
X0 |
XXXXX |
52107V 765 |
Lazard Global Strategic Equity Portfolio |
R6 |
RGSTX |
52107V 000 |
Xxxxxx Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxx |
X0 |
XXXXX |
52107V 000 |
Xxxxxx Xxxxxxxxxxxxx Xxxxxx Xxxxxxxxxxxx Xxxxxxxxx |
X0 |
XXXXX |
52107V 567 |
Lazard International Equity Select Portfolio |
R6 |
RLIQX |
52107V 609 |
Lazard International Small Cap Equity Portfolio |
R6 |
RLICX |
52107V 807 |
Lazard International Strategic Equity Portfolio |
R6 |
RLITX |
52107V 708 |
Lazard US Corporate Income Portfolio |
R6 |
RLCIX |
52107V 864 |
Lazard US Equity Concentrated Portfolio |
R6 |
RLUEX |
52107V 104 |
Lazard US Mid Cap Equity Portfolio |
R6 |
RLMCX |
52107V 302 |
Lazard US Realty Equity Portfolio |
R6 |
RLREX |
52107V 773 |
Lazard US Realty Income Portfolio |
R6 |
RLRIX |
52107V 781 |
Lazard US Short Duration Fixed Income Portfolio |
R6 |
RLSDX |
52107V 823 |
Lazard US Small-Mid Cap Equity Portfolio |
R6 |
RLSMX |
52107V 401 |
Lazard US Strategic Equity Portfolio |
R6 |
RLUSX |
52107V 203 |
3
1. Servicing Fees.
Administrative services to Contract owners and participants shall be the responsibility of the Company and shall not be the responsibility of the Funds, XXX or the Distributor. The Distributor recognizes the Company as the sole shareholder of Fund shares issued under the Fund Participation Agreement, and that substantial savings will be derived from administrative expenses, such as significant reductions in postage expense and shareholder communications, by virtue of having a sole shareholder for each of the Accounts rather than multiple shareholders. In consideration of the administrative savings resulting from such arrangement, except with respect to the R6 Share Class, XXX agrees to pay the Company a servicing fee based on the annual rate of X.XX% (.XXXX% monthly) of the average net assets invested in the Funds through the Contracts in each calendar month.
XXX will make such payments to the Company within thirty (30) days after the end of each calendar month. Each payment will be accompanied by a statement showing the calculation of the fee payable to the company for the month and such other supporting data as may be reasonably requested by the Company.
2. 12b-1 Fees
In accordance with the Fund’s plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, the Distributor will make payments to the Company at an annual rate of X.XX% (X.XXX% monthly) of the average assets invested in the Funds through Contracts in each calendar month. Distributor will make such payments to the Company within thirty (30) days after the end of each calendar month. Each payment will be accompanied by a statement showing the calculation of the fee payable to the company for the month and such other supporting data as may be reasonably requested by the Company.
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