Fund Participation Agreement
Exhibit 24(b)(8)(a)(10) Amendment No. 3 to Fund Participation Agreement
The undersigned (the “Company”) has entered into a Fund Participation Agreement (the “Agreement”) with BlackRock Investments, LLC and BlackRock
Variable Series Funds, Inc. (“BVSF”) relating to certain series of BVSF (the “Portfolios”) pursuant to which the Company engages in purchase, redemption and related transactions in the Portfolios on behalf of certain separate accounts of the
Company.
In connection with a potential reconfiguration of the boards of directors/trustees or certain BlackRock-advised funds, three Portfolios of BVSF,
BlackRock High Yield V.I. Fund, BlackRock Total Return V.I. Fund and Black-Rock U.S. Government Bond V.I. Fund, will reorganize (the “Reorganizations”) into newly-created series (the “New Portfolios”) of a newly-organized Maryland corporation,
Black-Rock Variable Series Funds Il, Inc. (“BVSF II”). It is expected that the closing of the Reorganizations will occur on or about September 17, 2018 (the “Closing”).
In light or the above, the parties to the Agreement agree that effective upon the Closing:
l . The Agreement is amended so that (i) all references to the “Fund” shall include BVSF Il and BVSF Il shall become a party to the Agreement,
bound by its terms in all respects to the same extent as BVSF, and (ii) Class I and Class II shares of the New Portfolios shall be added to Schedule B or the Agreement.
The Company agrees that to the extent it accepts fees of executes transactions pursuant to the Agreement after the Closing, the Company will be
deemed (o have agreed to the terms of this Amendment. To the extent that provisions or the Agreement and this Amendment are in conflict, the terms of this Amendment shall control. Terms used but not defined herein shall have the meanings ascribed
to them in the Agreement. Except to the extent amended by this Amendment, the Agreement shall remain unchanged and in full force and effect, and is hereby ratified and confirmed in all respects as amended hereby.
Agreed and Accepted:
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Firm Name: Voya Insurance and Annuity
Company
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Firm Name: BlackRock Investments, LLC
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Signature: /s/ Xxxxxxx X. Xxxxx
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Signature: /s/ Xxxxxxxx Xxxx
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Name: Xxxxxxx X. Xxxxx
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Name: Xxxxxxxx Xxxx
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Title: EVP and Chief Legal Officer
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Title: Director
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Dated: August 28, 2018
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Dated: August 28, 2018
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Firm Name: BlackRock Variable Series Funds,
Inc.
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Firm Name: BlackRock Variable Series Funds
II, Inc.
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Signature: /s/ Xxxxxxx Park
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Signature: /s/ Xxxxxxx Park
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Name: Xxxxxxx Park
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Name: Xxxxxxx Park
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Title: Chief Compliance Officer
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Title: Chief Compliance Officer
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Dated: August 28, 2018
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Dated: August 28, 2018
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