AMENDMENT NO. 2 TO THE INTERCOMPANY AGREEMENT
Exhibit 26(c)(19): Amendment No. 2 to the Intercompany Agreement between ING Investment Management LLC (now known as Voya Investment Management LLC) and Security Life of Denver Insurance Company.
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 ING Investment Management LLC (“IIM”) (now known as “Voya Investment Management LLC” or “VIM”) and Security Life of Denver Insurance Company (“SLD”).
W I T N E S S E T H
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 Investments, LLC, an investment adviser for certain Funds; and
WHEREAS, SLD is an insurance company which offers a variety of insurance products, including variable annuities; Funds advised by VIL are made available through sub-accounts to purchasers of these insurance products; and
WHEREAS, VIM pays, and/or causes its subsidiaries to pay, to SLD the amounts derived from applying the annual rates listed in Schedule A against the average net assets invested in the Funds by SLD and by SLD 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 VIM, 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 Investment Management LLC” and “IIM” in the Agreement are hereby deleted and replaced with “Voya Investment Management LLC” and “VIM”, 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.
| VOYA INVESTMENT MANAGEMENT | SECURITY LIFE OF DENVER | ||
| LLC | INSURANCE COMPANY | ||
| By: | /s/ Xxxxxx X. Xxxxxx | By: | /s/ Xxxx Xxxxxxx |
| Name: Xxxxxx X. Xxxxxx | Name: Xxxx Xxxxxxx | ||
| Title: | MD and CFO | Title: | Vice President |
Amended Schedule A
This Schedule is effective as of September 30, 2014.
As described in Section 1 SLD shall be paid at the rates set forth immediately below. In the case of funds of funds, except as otherwise indicated below, payments will not apply to the shares of the fund of funds held directly but will instead 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 |
| VIM Equity/Balanced | Voya Australia Index Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Balanced Portfolio | X.XXX% |
| Fund of Funds | Voya Capital Allocation Fund | X.XXX% |
| 3rd Party SA | VY Clarion Global Real Estate Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Core Equity Research Fund | X.XXX% |
| VIM Equity/Balanced | Voya Corporate Leaders 100 Fund | X.XXX% |
| VIM Equity/Balanced | Voya Corporate Leaders Trust Fund Series B | X.XXX% |
| VIM Fixed | Voya Diversified Emerging Markets Debt Fund | X.XXX% |
| Fund of Funds | Voya Diversified International Fund | X.XXX% |
| Pooled Inv Vehicle | Voya Emerging Markets Corporate Debt Fund | X.XXX% |
| Pooled Inv Vehicle | Voya Emerging Markets Hard Currency Debt Fund | X.XXX% |
| 3rd Party SA | Voya Emerging Markets Equity Dividend Fund | X.XXX% |
| VIM Equity/Balanced | Voya Emerging Markets Index Portfolio | X.XXX% |
| Pooled Inv Vehicle | Voya Emerging Markets Local Currency Debt Fund | X.XXX% |
| VIM Equity/Balanced | Voya Euro STOXX 50 Index Portfolio | X.XXX% |
| VIM Fixed | Voya Floating Rate Fund | X.XXX% |
| VIM Equity/Balanced | Voya FTSE 100 Index Portfolio | X.XXX% |
| VIM Fixed | Voya Global Bond Fund | X.XXX% |
| VIM Fixed | Voya Global Bond Portfolio | X.XXX% |
| 3rd Party SA | Voya Global Equity Dividend Fund | X.XXX% |
| VIM Equity/Balanced | Voya Global Natural Resources Fund | X.XXX% |
| 3rd Party SA | Voya Global Opportunities Fund | X.XXX% |
| Fund of Funds | Voya Global Perspectives Fund | X.XXX% |
| Fund of Funds | Voya Global Perspectives Portfolio | X.XXX% |
| 3rd Party SA | Voya Global Real Estate Fund | X.XXX% |
| VIM Equity/Balanced | Voya Global Resources Portfolio | X.XXX% |
| Fund of Funds | Voya Global Target Payment Fund | X.XXX% |
| VIM Equity/Balanced | Voya Global Value Advantage Portfolio | X.XXX% |
| VIM Fixed | Voya GNMA Income Fund | X.XXX% |
| VIM Equity/Balanced | Voya Growth and Income Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Growth Opportunities Fund | X.XXX% |
| VIM Equity/Balanced | Voya Hang Seng Index Portfolio | X.XXX% |
| VIM Fixed | Voya High Yield Bond Fund | X.XXX% |
| VIM Fixed | Voya High Yield Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Index Plus LargeCap Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Index Plus MidCap Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Index Plus SmallCap Portfolio | X.XXX% |
| Fund of Funds | Voya Index Solution Portfolios | X.XXX% |
| VIM Fixed | Voya Intermediate Bond Fund | X.XXX% |
| VIM Fixed | Voya Intermediate Bond Portfolio | X.XXX% |
| 3rd Party SA | Voya International Core Fund | X.XXX% |
| VIM Equity/Balanced | Voya International Index Portfolio | X.XXX% |
| 3rd Party SA | Voya International Real Estate Fund | X.XXX% |
| VIM Equity/Balanced | Voya International Value Equity Fund | X.XXX% |
| Amended Schedule A (cont.) | ||
| Fund Type | Fund | Rate |
| VIM Equity/Balanced | Voya International Value Portfolio | X.XXX% |
| VIM Fixed | Voya Investment Grade Credit Fund | X.XXX% |
| VIM Equity/Balanced | Voya Japan TOPIX Index® Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Large Cap Growth Fund | X.XXX% |
| VIM Equity/Balanced | Voya Large Cap Growth Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Large Cap Value Fund | X.XXX% |
| VIM Fixed | Voya Limited Maturity Bond Portfolio | X.XXX% |
| VIM Fixed | Voya Liquid Assets Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya Mid Cap Value Advantage Fund | X.XXX% |
| VIM Equity/Balanced | Voya MidCap Opportunities Fund | X.XXX% |
| VIM Equity/Balanced | Voya MidCap Opportunities Portfolio | X.XXX% |
| VIM Fixed | Voya Money Market Fund | X.XXX% |
| VIM Fixed | Voya Money Market Portfolio | X.XXX% |
| 3rd Party SA | Voya Multi-Manager Emerging Markets Equity Fund | X.XXX% |
| 3rd Party SA | Voya Multi-Manager International Equity Fund | X.XXX% |
| 3rd Party SA | Voya Multi-Manager Mid Cap Value Fund | X.XXX% |
| 3rd Party SA | Voya Multi-Manager International Small Cap Fund | X.XXX% |
| 3rd Party SA | Voya Real Estate Fund | X.XXX% |
| Fund of Funds | Voya Retirement Portfolios | X.XXX% |
| Fund of Funds | Voya Retirement Solution Funds | X.XXX% |
| VIM Equity/Balanced | Xxxx Xxxxxxx™ Large Cap Growth Index Portfolio | X.XXX% |
| VIM Equity/Balanced | Xxxx Xxxxxxx™ Large Cap Index Portfolio | X.XXX% |
| VIM Equity/Balanced | Xxxx Xxxxxxx™ Large Cap Value Index Portfolio | X.XXX% |
| VIM Equity/Balanced | Xxxx Xxxxxxx™ Mid Cap Growth Index Portfolio | X.XXX% |
| VIM Equity/Balanced | Xxxx Xxxxxxx™ Mid Cap Index Portfolio | X.XXX% |
| VIM Equity/Balanced | Xxxx Xxxxxxx™ Small Cap Index Portfolio | X.XXX% |
| 3rd Party SA | Voya Russia Fund | X.XXX% |
| Pooled Inv Vehicle | Voya Securitized Credit Fund | X.XXX% |
| VIM Fixed | Voya Senior Income Fund | X.XXX% |
| VIM Fixed | Voya Short Term Bond Fund | X.XXX% |
| VIM Equity/Balanced | Voya Small Company Fund | X.XXX% |
| VIM Equity/Balanced | Voya Small Company Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya SmallCap Opportunities Fund | X.XXX% |
| VIM Equity/Balanced | Voya SmallCap Opportunities Portfolio | X.XXX% |
| Fund of Funds | Voya Solution Portfolios | X.XXX% |
| Fund of Funds | Voya Strategic Allocation Portfolios | X.XXX% |
| VIM Fixed | Voya Strategic Income Fund | X.XXX% |
| VIM Fixed | Voya U.S. Bond Index Portfolio | X.XXX% |
| VIM Equity/Balanced | Voya U.S. Stock Index Portfolio | X.XXX% |
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. In addition, amounts due to SLD from VIM for these fund of funds shall be reduced by amounts due to SLD from Directed Services LLC (DSL) and/or its subsidiaries under the Intercompany Agreement between DSL and SLD with respect to the underlying funds in these fund of funds.
