Amendment No. 3 TO THE INTERCOMPANY AGREEMENT
Exhibit 24(b)(3.6): Amendment No. 3, effective as of April 1, 2015, to the Intercompany Agreement dated as of December 22, 2010 by and between Directed Services LLC and Voya Retirement Insurance and Annuity Company.
Amendment No. 3 TO THE INTERCOMPANY AGREEMENT
This Amendment No. 3, effective as of April 1, 2014, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Directed Services LLC (“DSL”) and Voya Retirement Insurance and Annuity Company (“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 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 Amendment and not otherwise defined shall have the meanings ascribed to them in the Agreement.
3. 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.
4. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3 to be executed as of the day and year first above written.
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DIRECTED SERVICES LLC |
VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY
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By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ |
Name: ▇▇▇▇ ▇▇▇▇▇▇▇ |
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Title: |
Title: Vice President |
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Amended Schedule A |
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This Schedule is effective as of April 1,2015. |
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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. |
|
Fund Type |
Fund |
Rate |
|
VPI Portfolios |
Voya Aggregate Bond Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® American Century Small-Mid Cap Value Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® Baron 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 |
VY® Franklin Income Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® Franklin Mutual Shares Portfolio |
▇.▇▇▇% |
|
Funds of Funds |
Franklin ▇▇▇▇▇▇▇▇▇ 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 ▇▇▇▇▇▇▇▇ 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 |
VY® ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Franchise Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
Voya Multi-Manager Large Cap Core Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® ▇▇▇▇▇▇▇▇▇▇▇ Global Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® Pioneer High Yield Portfolio |
▇.▇▇▇% |
|
Funds of Funds |
Voya Retirement Portfolios |
▇.▇▇▇% |
|
Funds of Funds |
Voya Solution Portfolios |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇. ▇▇▇▇ Price Capital Appreciation Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® ▇. ▇▇▇▇ Price Diversified Mid Cap Growth Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇. ▇▇▇▇ Price Equity Income Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® ▇. ▇▇▇▇ Price Growth Equity Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇. ▇▇▇▇ Price International Stock Portfolio |
▇.▇▇▇% |
|
VPI Portfolios |
VY® ▇▇▇▇▇▇▇▇▇ Foreign Equity Portfolio |
▇.▇▇▇% |
|
VIT Portfolios |
VY® ▇▇▇▇▇▇▇▇▇ Global Growth Portfolio |
▇.▇▇▇% |
|
VIM Equity/Balanced |
Voya U.S. Stock Index Portfolio |
▇.▇▇▇% |