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...
| 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 Life Insurance and Annuity Company (“ILIAC”) (now |
| known as “Voya Retirement Insurance and Annuity Company” or “VRIAC”). |
| 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, VRIAC 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, DSL pays to VRIAC the amounts derived from applying the annual |
| rates listed in Schedule A against the average net assets invested in the Funds by VRIAC and by |
| VRIAC 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 VRIAC, 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 Life Insurance and Annuity Company” and “ILIAC” in the |
| Agreement are hereby deleted and replaced with “Voya Retirement Insurance and Annuity |
| Company” and “VRIAC”, 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 RETIREMENT 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 VRIAC 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 | % |
| VIT Portfolios | 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 | % |
| Amended Schedule A | ||
| Fund Type | Fund | Rate |
| VIT Portfolios | XX Xxxxxxxx Mutual Shares Portfolio | % |
| Funds of Funds | Franklin Xxxxxxxxx Founding Strategy Portfolio | % |
| VIM Fixed | Voya Global Bond Portfolio | % |
| VIM Equity/Balanced | Voya Global Resources Portfolio | % |
| VIT Portfolios | Voya High Yield Portfolio | % |
| Funds 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 | % |
| VPI Portfolios | XX Xxxxxxxxxxx Global Portfolio | % |
| VPI Portfolios | VY PIMCO Bond Portfolio | % |
| VPI Portfolios | VY Pioneer High Yield Portfolio | % |
| Funds of Funds | Voya Retirement Portfolios | % |
| Funds 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 | % |
| Amended Schedule A | ||
| Fund Type | Fund | Rate |
| 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 | % |
