AMENDMENT NO. 3 TO THE INTERCOMPANY AGREEMENT
Exhibit 24(b)(3)(s): Amendment No. 3, effective as of May 1, 2015, to the Intercompany Agreement dated as of December 22, 2010 (effective September 30, 2014) by and between Voya Investment Management LLC and Voya Insurance and Annuity Company
AMENDMENT NO. 3 TO THE INTERCOMPANY AGREEMENT
This Amendment No. 3, effective as of May 01, 2015, 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 and/or administrator or sub-administrator for the Funds; and
WHEREAS, VIAC is an insurance company which offers a variety of insurance products, including variable annuities; Funds advised and/or administered or sub-administered 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 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 by replacing Schedule A; and
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 Schedule A.
2. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the Agreement.
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.
|
1 |
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed as of the day and year first above written.
VOYA INVESTMENT MANAGEMENT VOYA INSURANCE
LLC AND ANNUITY COMPANY
By: /s/ Xxxxxxx Xxxx By: /s/ Xxxx Xxxxxxx
Name: Xxxxxxx Xxxx Name: Xxxx Xxxxxxx
Title: CFO Title: Vice President
|
2 |
|
Amended Schedule A |
||
|
This Schedule is effective as of May 1, 2015. |
||
|
As
described in Section 1 VIAC 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. |
||
|
Fund Type |
Fund |
Rate |
|
VIM Equity/Balanced |
Xxxx Xxxxxxx™ Small 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 |
Voya Australia Index Portfolio |
X.XXX% |
|
VIM Equity/Balanced |
Voya Balanced Portfolio |
X.XXX% |
|
Fund of Funds |
Voya Capital Allocation 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% |
|
3rd Party SA |
Voya Emerging Markets Equity Dividend Fund |
X.XXX% |
|
Pooled Inv Vehicle |
Voya Emerging Markets Hard Currency Debt 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% |
|
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% |
|
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 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 Equity/Balanced |
Voya Large Cap Value Portfolio |
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 International Small Cap Fund |
X.XXX% |
|
VIT Portfolios |
Voya Multi-Manager Large Cap Core Portfolio |
X.XXX% |
|
3rd Party SA |
Voya Multi-Manager Mid Cap Value 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% |
|
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% |
|
3rd Party SA |
VY® Clarion Global Real Estate Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® American Century Small-Mid Cap Value Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® Baron Growth Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® BlackRock Inflation Protected Bond Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® Clarion Real Estate Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® Columbia Contrarian Core Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® Columbia Small Cap Value II Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® FMR Diversified Mid Cap Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® Franklin Income Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® Franklin Mutual Shares Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® Invesco Xxxxxxxx Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® Invesco Equity and Income Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® Invesco Growth and Income Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® JPMorgan Emerging Markets Equity Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® JPMorgan Mid Cap Value Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® JPMorgan Small Cap Core Equity Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® Xxxxxx Xxxxxxx Global Franchise Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® Xxxxxxxxxxx Global Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® Pioneer High Yield Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® X. Xxxx Price Capital Appreciation Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® X. Xxxx Price Diversified Mid Cap Growth Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® X. Xxxx Price Equity Income Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® X. Xxxx Price Growth Equity Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® X. Xxxx Price International Stock Portfolio |
X.XXX% |
|
VPI Portfolios |
VY® Xxxxxxxxx Foreign Equity Portfolio |
X.XXX% |
|
VIT Portfolios |
VY® Xxxxxxxxx Global Growth 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 VIAC from VIM for these fund of funds shall be reduced by amounts due to VIAC from Directed Services LLC (DSL) and/or its subsidiaries under the Intercompany Agreement between DSL and VIAC with respect to the underlying funds in these fund of funds. |
||
|
|
