AMENDMENT NO. 5 TO THE INTERCOMPANY AGREEMENT
Exhibit 24(b)(3)(v): Amendment No. 5, effective as of May 1, 2017, to the Intercompany Agreement between Voya Investment Management LLC and Voya Insurance and Annuity Company
AMENDMENT NO. 5 TO THE INTERCOMPANY AGREEMENT
This Amendment No. 5, entered into on June 29, 2017 and effective as of May 01, 2017, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Voya Investment Management LLC (“VIM”) and Voya Insurance and Annuity Company (“VIAC”).
WITNESSETH
WHEREAS, VIM conducts an asset management business through various companies that provides investment advice to and perform administrative services for certain U.S. registered investment companies (“Funds”), including Voya Investment, LLC (“VIL”), an investment adviser for certain Funds; and
WHEREAS, VIAC is an insurance company which offers a variety of insurance products, including variable annuities and which also provides administrative services to various tax-advantaged plans and programs established under Section 401(a), 403(b), 457 or 408 of the Internal Revenue Code (“Code”), certain non-qualified deferred compensation arrangements, and to custodial accounts established under Code Sections 403(b)(7) or 408 (collectively “non-insurance customers”); and
WHEREAS, VIM pays and/or causes its subsidiaries to pay 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 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, on or about May 1, 2017, VIL became the investment adviser for the Voya funds previously managed by Directed Services LLC (the “Transition”); and
WHEREAS, the parties desire to amend and restate Schedule A to, among other things, reflect the Transition.
NOW, THEREFORE, the parties agree as follows:
1. Schedule A to the Agreement is deleted in its entirety and is replaced with the attached Amended and Restated Schedule A. All references to “Schedule A” in the Agreement and hereby deleted and replaced with “Amended and Restated Schedule A”.
2. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the Agreement.
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3. The 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.
4. 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]
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to be executed as of the day and year first above written.
VOYA INVESTMENT MANAGEMENT VOYA INSURANCE AND ANNUITY
LLC COMPANY
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: CFO Title: Vice President
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Amended Schedule A |
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This Schedule is effective as of May 1, 2017. |
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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. No payments will be made with respect to assets in Class P2 Shares, Class R6 Shares or Class Z Shares of the funds.
Payments listed in Schedule A shall not be made for assets contained in the following retirement plans: • Voya Insurance and Annuity Company "Equifund" Retirement Plan • Voya Financial Savings Plan & ESOP • The 401(k) Plan for Voya Retirement Insurance and Annuity Company Agents • Voya Investment Management LLC 401(k) Profit Sharing Plan |
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Fund Type |
Fund |
Rate |
|
|
3rd Party SA |
VY Clarion Global Real Estate Portfolio |
▇.▇▇▇% |
|
|
3rd Party SA |
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bond Portfolio |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya CBRE Global Infrastructure Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya CBRE Long/Short Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Emerging Markets Equity Dividend Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Global Equity Dividend Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Global Real Estate Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Multi-Manager International Factors Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya International Real Estate Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Multi-Manager Emerging Markets Equity Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Multi-Manager International Equity Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Multi-Manager Mid Cap Value Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Multi-Manager International Small Cap Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Real Estate Fund |
▇.▇▇▇% |
|
|
3rd Party SA |
Voya Russia Fund |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Global Multi-Asset Fund |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Diversified International Fund |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Global Perspectives Fund |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Global Perspectives Portfolio |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Global Target Payment Fund |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Index Solution Portfolios |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Retirement Portfolios |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Target Retirement Funds |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Solution Portfolios |
▇.▇▇▇% |
|
|
Fund of Funds |
Voya Strategic Allocation Portfolios |
▇.▇▇▇% |
|
|
Pooled Inv Vehicle |
Voya Emerging Markets Corporate Debt Fund |
▇.▇▇▇% |
|
|
Pooled Inv Vehicle |
Voya Emerging Markets Hard Currency Debt Fund |
▇.▇▇▇% |
|
|
Pooled Inv Vehicle |
Voya Emerging Markets Local Currency Debt Fund |
▇.▇▇▇% |
|
|
Pooled Inv Vehicle |
Voya Securitized Credit Fund |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Australia Index Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Balanced Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Corporate Leaders 100 Fund |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Corporate Leaders Trust Fund Series B |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Emerging Markets Index Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Euro STOXX 50 Index Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya FTSE 100 Index Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Global Corporate Leaders 100 Fund |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Global Equity Fund |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Global Equity Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Global High Dividend Low Volatility Fund |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Growth and Income Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Hang Seng Index Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Index Plus LargeCap Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Index Plus MidCap Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Index Plus SmallCap Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya International Index Portfolio |
▇.▇▇▇% |
|
|
VIM Equity/Balanced |
Voya Japan TOPIX Index® Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya Large-Cap Growth Fund |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya Large Cap Growth Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya Large Cap Value Fund |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya Large Cap Value Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya Mid Cap Research Enhanced Index Fund |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya MidCap Opportunities Fund |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya MidCap Opportunities Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
▇▇▇▇ ▇▇▇▇▇▇▇™ Large Cap Growth Index Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
▇▇▇▇ ▇▇▇▇▇▇▇™ Large Cap Index Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
▇▇▇▇ ▇▇▇▇▇▇▇™ Large Cap Value Index Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
▇▇▇▇ ▇▇▇▇▇▇▇™ Mid Cap Growth Index Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
▇▇▇▇ ▇▇▇▇▇▇▇™ Mid Cap Index Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
▇▇▇▇ ▇▇▇▇▇▇▇™ Small Cap Index Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya Small Company Fund |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya Small Company Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya SmallCap Opportunities Fund |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya SmallCap Opportunities Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
▇▇▇▇ ▇▇▇▇ Cap Growth Fund |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya U.S. High Dividend Low Volatility Fund |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya U.S. Stock Index Portfolio |
▇.▇▇▇% |
|
VIM Fixed |
Voya Diversified Emerging Markets Debt Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya Floating Rate Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya Global Bond Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya Global Bond Portfolio |
▇.▇▇▇% |
|
VIM Fixed |
Voya GNMA Income Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya High Yield Bond Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya High Yield Portfolio |
▇.▇▇▇% |
|
VIM Fixed |
Voya Intermediate Bond Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya Intermediate Bond Portfolio |
▇.▇▇▇% |
|
VIM Fixed |
Voya Investment Grade Credit Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya Limited Maturity Bond Portfolio |
▇.▇▇▇% |
|
VIM Fixed |
Voya Government Liquid Assets Portfolio |
▇.▇▇▇% |
|
VIM Fixed |
Voya Government Money Market Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya Government Money Market Portfolio |
▇.▇▇▇% |
|
VIM Fixed |
Voya Senior Income Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya Short Term Bond Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya Strategic Income Opportunities Fund |
▇.▇▇▇% |
|
VIM Fixed |
Voya U.S. Bond Index Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
Voya Multi-Manager Large Cap Core Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® BlackRock Inflation Protected Bond Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® Clarion Real Estate Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® FMR Diversified Mid Cap Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® Franklin Income Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® Invesco Growth and Income Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® JPMorgan Emerging Markets Equity Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® JPMorgan Small Cap Core Equity Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Franchise Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇. ▇▇▇▇ Price Capital Appreciation Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇. ▇▇▇▇ Price Equity Income Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇. ▇▇▇▇ Price International Stock Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇▇▇▇▇▇▇▇▇ Global Growth Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® American Century Small-Mid Cap Value Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® Baron Growth Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® Columbia Contrarian Core Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® Columbia Small Cap Value II Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® Invesco ▇▇▇▇▇▇▇▇ Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® Invesco Equity and Income Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® JPMorgan Mid Cap Value Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® ▇▇▇▇▇▇▇▇▇▇▇ Global Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® Pioneer High Yield Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® ▇. ▇▇▇▇ Price Diversified Mid Cap Growth Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® ▇. ▇▇▇▇ Price Growth Equity Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® ▇▇▇▇▇▇▇▇▇ Foreign Equity Portfolio |
▇.▇▇▇% |
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For the fund of funds listed above, VIM will pay the amount stated in this Schedule A. VIM will not pay any amounts on assets in the underlying funds in these fund of funds. |
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