Amendment No. 2 TO THE INTERCOMPANY AGREEMENT
Amendment No. 2 TO THE INTERCOMPANY AGREEMENT
This Amendment No. 2, effective as of September 30, 2014, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Directed Services LLC (“DSL”) and ING USA Annuity and Life Insurance Company (“USA”) (now known as “Voya Insurance and Annuity Company”, or “VIAC”).
W I T N E S S E T H
WHEREAS, DSL is an investment adviser for certain U.S. registered investment companies (“Funds”) and a registered broker-dealer distributing variable insurance contracts; and
WHEREAS, VIAC is an insurance company which offers a variety of insurance products, including variable annuities; Funds advised by DSL are made available through sub-accounts to purchasers of these insurance products; and
WHEREAS, DSL pays to VIAC the amounts derived from applying the annual rates listed in Schedule A against the average net assets invested in the Funds by VIAC and by VIAC non-insurance customers during the prior calendar month; and
WHEREAS, Schedule A is reviewed at least once each calendar quarter and may be modified at any time by mutual written consent; and
WHEREAS, the parties desire to clarify the Agreement to (1) reflect the name change of VIAC, the Funds and each of their series of portfolios, and; (2) replace Schedule A; and
NOW, THEREFORE, the parties agree as follows:
1. All references to “ING USA Annuity and Life Insurance Company” and “USA” in the Agreement are hereby deleted and replaced with “Voya Insurance and Annuity Company”, and “VIAC”, respectively.
2. Schedule A to the Agreement is deleted in its entirety and is replaced with the attached Amended Schedule A.
3. Capitalized terms used in this Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.
4. This Amendment may be executed in several counterparts, each of which shall be an original, but all of which together will constitute one and the same instrument.
5. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to be executed as of the day and year first above written.
|
DIRECTED SERVICES LLC |
VOYA INSURANCE AND ANNUITY COMPANY |
|
By: /s/ Xxxxx X. Xxxxxxx |
By: /s/ Xxxx Xxxxxxx |
|
Name: Xxxxx X. Xxxxxxx |
Name: Xxxx Xxxxxxx |
|
Title: EVP___________________________ |
Title: Vice President |
Amended Schedule A
This Schedule is effective as of September 30, 2014.
As
described in Section 1 VIAC shall be paid at the rates set forth immediately
below. In the case of funds of funds, payments will apply to the shares of the
fund of funds held directly at the rate specified and will also apply to shares
of underlying funds held indirectly through the fund of funds at the rates
specified for those underlying funds calculated in the same manner as if the
underlying funds were held directly.
Payments listed in Schedule A shall not be made for assets contained in the
following retirement plans:
• ING USA Insurance and Annuity Company "Equifund" Retirement Plan
• Voya 401(k) Savings Plan
• Voya 401(k) Plan for VRIAC Agents
• ING Investment Management LLC 401(k) Profit Sharing Plan
|
Fund Type |
|
Fund |
Rate |
|
VPI Portfolios |
|
VY American Century Small-Mid Cap Value Portfolio |
% |
|
VPI Portfolios |
|
XX Xxxxx Growth Portfolio |
% |
|
VIT Portfolios |
|
VY BlackRock Inflation Protected Bond Portfolio |
% |
|
VIT Portfolios |
|
VY Clarion Real Estate Portfolio |
% |
|
VPI Portfolios |
|
VY Columbia Contrarian Core Portfolio |
% |
|
VPI Portfolios |
|
VY Columbia Small Cap Value II Portfolio |
% |
|
Fund of Funds |
|
VY DFA World Equity Portfolio |
% |
|
Fidelity Feeder |
|
VY Fidelity® VIP Contrafund® Portfolio |
% |
|
Fidelity Feeder |
|
VY Fidelity® VIP Equity-Income Portfolio |
% |
|
Fidelity Feeder |
|
VY Fidelity® VIP Mid Cap Portfolio |
% |
|
VIT Portfolios |
|
VY FMRsm Diversified Mid Cap Portfolio |
% |
|
VIT Portfolios |
|
XX Xxxxxxxx Income Portfolio |
% |
|
VIT Portfolios |
|
XX Xxxxxxxx Mutual Shares Portfolio |
% |
|
Fund of Funds |
|
XX Xxxxxxxx Xxxxxxxxx Founding Strategy Portfolio |
% |
|
VIM Fixed |
|
Voya Global Bond Portfolio |
% |
|
VIM Equity/Balanced |
|
Voya Global Resources Portfolio |
% |
|
VIT Portfolios |
|
Voya High Yield Portfolio |
% |
|
Fund of Funds |
|
Voya Index Solution Portfolios |
% |
|
VPI Portfolios |
|
VY Invesco Xxxxxxxx Portfolio |
% |
|
VPI Portfolios |
|
VY Invesco Equity and Income Portfolio |
% |
|
VIT Portfolios |
|
VY Invesco Growth and Income Portfolio |
% |
|
VIT Portfolios |
|
VY JPMorgan Emerging Markets Equity Portfolio |
% |
|
VPI Portfolios |
|
VY JPMorgan Mid Cap Value Portfolio |
% |
|
VIT Portfolios |
|
VY JPMorgan Small Cap Core Equity Portfolio |
% |
|
VIM Equity/Balanced |
|
Voya Large Cap Growth Portfolio |
% |
|
VIM Equity/Balanced |
|
Voya Large Cap Value Portfolio |
% |
|
VIM Fixed |
|
Voya Limited Maturity Bond Portfolio |
% |
|
VIM Fixed |
|
Voya Liquid Assets Portfolio |
% |
|
VIT Portfolios |
|
XX Xxxxxx Xxxxxxx Global Franchise Portfolio |
% |
|
VIT Portfolios |
|
Voya Multi-Manager Large Cap Core Portfolio |
% |
|
Fund Type |
|
Fund |
Rate |
|
VPI Portfolios |
|
XX Xxxxxxxxxxx Global Portfolio |
% |
|
VPI Portfolios |
|
VY PIMCO Bond Portfolio |
% |
|
VPI Portfolios |
|
VY Pioneer High Yield Portfolio |
% |
|
Fund of Funds |
|
Voya Retirement Portfolios |
% |
|
Fund of Funds |
|
Voya Solution Portfolios |
% |
|
VIT Portfolios |
|
XX X. Xxxx Price Capital Appreciation Portfolio |
% |
|
VPI Portfolios |
|
XX X. Xxxx Price Diversified Mid Cap Growth Portfolio |
% |
|
VIT Portfolios |
|
XX X. Xxxx Price Equity Income Portfolio |
% |
|
VPI Portfolios |
|
XX X. Xxxx Price Growth Equity Portfolio |
% |
|
VIT Portfolios |
|
XX X. Xxxx Price International Stock Portfolio |
% |
|
VPI Portfolios |
|
XX Xxxxxxxxx Foreign Equity Portfolio |
% |
|
VIT Portfolios |
|
XX Xxxxxxxxx Global Growth Portfolio |
% |
|
VIM Equity/Balanced |
|
Voya U.S. Stock Index Portfolio |
% |
