VOYA RETIREMENT INSURANCE & ANNUITY Co - FORM 10-Q - EX-10.2 - August 13, 2021

Attached files

file filename
EX-32.2 - EX-32.2 - VOYA RETIREMENT INSURANCE & ANNUITY Covriac2021q210-qex322.htm
EX-32.1 - EX-32.1 - VOYA RETIREMENT INSURANCE & ANNUITY Covriac2021q210-qex321.htm
EX-31.2 - EX-31.2 - VOYA RETIREMENT INSURANCE & ANNUITY Covriac2021q210-qex312.htm
EX-31.1 - EX-31.1 - VOYA RETIREMENT INSURANCE & ANNUITY Covriac2021q210-qex311.htm
EX-10.1 - EX-10.1 - VOYA RETIREMENT INSURANCE & ANNUITY Covriac2021q210-qex101.htm
10-Q - 10-Q - VOYA RETIREMENT INSURANCE & ANNUITY Covriac-20210630.htm
Exhibit 10.2
AMENDMENT NO. 9 TO THE INTERCOMPANY AGREEMENT

This Amendment No. 9, entered into on February 28, 2020 and effective as of January 1, 2020, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Voya Investment Management LLC (“VIM”) and Voya Retirement Insurance and Annuity Company (“VRIAC”).

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 Investments, LLC (“VIL”), an investment adviser for certain Funds; 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, VIM pays and/or causes its subsidiaries to pay to VRIAC the amounts derived from applying the annual rates listed in Amended Schedule A against the average net assets invested in the funds 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 amend the Agreement to (1) clarify that VIM may act as a payment agent for any amounts due from the Funds to VRIAC under separate agreements; and (2) replace Amended Schedule A; and


NOW, THEREFORE, the parties agree as follows:


1.The second to last paragraph under Section 1 (“Payments”) is deleted in its entirety and replaced with the following:

The Intercompany Payments shall be paid from VIM’s own resources and therefore shall not
result in any increase in the expenses borne by the Funds or their shareholders. However, VIM may act as a payment agent for any amounts due from the Funds to VRIAC under separate agreements. The rates listed in Amended Schedule A will be reviewed at least once each calendar quarter and may be modified at any time by mutual written consent.

2. Amended Schedule A to the Agreement is deleted in its entirety and is replaced with the attached Amended Schedule A.

Exhibit 10.2
3. Capitalized terms used in this Agreement and not otherwise defined shall have the meanings ascribed to them in the Agreement.

4. 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.

5. 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. 8 to be executed as of the day and year first above written.


VOYA INVESTMENT MANAGEMENT VOYA RETIREMENT INSURANCE
LLC AND ANNUITY COMPANY

By:/s/ Michael Bell              By: /s/ Scott Stevens

Name: Michael Bell         Name: Scott Stevens

Title: IM CFO             Title: Vice President



























Exhibit 10.2
Amended Schedule A
This Schedule is effective as of January 1, 2020.
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. No payments will be made with respect to assets in Class P2 Shares, Class P3 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
Fund TypeFundRate
3rd Party SAVY BrandywineGLOBAL - Bond Portfolio0.397%
3rd Party SAVY Clarion Global Real Estate Portfolio0.397%
3rd Party SAVoya CBRE Global Infrastructure Fund0.397%
3rd Party SAVoya Emerging Markets Equity Dividend Fund0.397%
3rd Party SAVoya Global Equity Dividend Fund0.397%
3rd Party SAVoya Global Real Estate Fund0.397%
3rd Party SAVoya Multi-Manager International Factors Fund0.397%
3rd Party SAVoya Multi-Manager Emerging Markets Equity Fund0.397%
3rd Party SAVoya Multi-Manager International Equity Fund0.397%
3rd Party SAVoya Multi-Manager Mid Cap Value Fund0.397%
3rd Party SAVoya Multi-Manager International Small Cap Fund0.397%
3rd Party SAVoya Real Estate Fund0.397%
3rd Party SAVoya Russia Fund0.397%
Fund of FundsVoya Global Diversified Payment Fund0.30%
Fund of FundsVoya Global Multi-Asset Fund0.20%
Fund of FundsVoya Global Perspectives Fund0.20%
Fund of FundsVoya Global Perspectives Portfolio0.20%
Fund of FundsVoya Index Solution Portfolios0.20%
Fund of FundsVoya Retirement Portfolios0.506%
Fund of FundsVoya Target Retirement Funds0.00%
Fund of FundsVoya Solution Portfolios0.32%
Fund of FundsVoya Strategic Allocation Portfolios0.25%
Pooled Inv VehicleVoya Emerging Markets Corporate Debt Fund0.00%
Pooled Inv VehicleVoya Emerging Markets Hard Currency Debt Fund0.00%
Pooled Inv VehicleVoya Emerging Markets Local Currency Debt Fund0.00%
Pooled Inv VehicleVoya Securitized Credit Fund0.00%
VIM Equity/BalancedVoya Balanced Portfolio0.30%
VIM Equity/BalancedVoya Balanced Income Portfolio0.30%
VIM Equity/BalancedVoya Corporate Leaders 100 Fund0.30%
VIM Equity/BalancedVoya Corporate Leaders Trust Fund Series B0.30%
VIM Equity/BalancedVoya Emerging Markets Index Portfolio0.30%
VIM Equity/BalancedVoya Euro STOXX 50 Index Portfolio0.30%
VIM Equity/BalancedVoya FTSE 100 Index Portfolio0.30%
VIM Equity/BalancedVoya Global Corporate Leaders 100 Fund0.30%
VIM Equity/BalancedVoya Global Equity Fund0.30%
VIM Equity/BalancedVoya Global Equity Portfolio0.30%
VIM Equity/BalancedVoya Growth and Income Portfolio0.30%

Exhibit 10.2
VIM Equity/BalancedVoya Hang Seng Index Portfolio0.30%
VIM Equity/BalancedVoya Index Plus LargeCap Portfolio0.30%
VIM Equity/BalancedVoya Index Plus MidCap Portfolio0.30%
VIM Equity/BalancedVoya Index Plus SmallCap Portfolio0.30%
VIM Equity/BalancedVoya International High Dividend Low Volatility Fund0.30%
VIM Equity/BalancedVoya International High Dividend Low Volatility Portfolio0.30%
VIM Equity/BalancedVoya International Index Portfolio0.30%
VIM Equity/BalancedVoya Japan TOPIX Index® Portfolio0.30%
VIM Equity/BalancedVoya Large-Cap Growth Fund0.30%
VIM Equity/BalancedVoya Large Cap Growth Portfolio0.30%
VIM Equity/BalancedVoya Large Cap Value Fund0.30%
VIM Equity/BalancedVoya Large Cap Value Portfolio0.00%
VIM Equity/BalancedVoya Mid Cap Research Enhanced Index Fund0.30%
VIM Equity/BalancedVoya MidCap Opportunities Fund0.30%
VIM Equity/BalancedVoya MidCap Opportunities Portfolio0.30%
VIM Equity/BalancedVoya Russell™ Large Cap Growth Index Portfolio0.30%
VIM Equity/BalancedVoya Russell™ Large Cap Index Portfolio0.30%
VIM Equity/BalancedVoya Russell™ Large Cap Value Index Portfolio0.30%
VIM Equity/BalancedVoya Russell™ Mid Cap Growth Index Portfolio0.30%
VIM Equity/BalancedVoya Russell™ Mid Cap Index Portfolio0.30%
VIM Equity/BalancedVoya Russell™ Small Cap Index Portfolio0.30%
VIM Equity/BalancedVoya Small Company Fund0.30%
VIM Equity/BalancedVoya Small Company Portfolio0.30%
VIM Equity/BalancedVoya SmallCap Opportunities Fund0.30%
VIM Equity/BalancedVoya SmallCap Opportunities Portfolio0.30%
VIM Equity/BalancedVoya SMID Cap Growth Fund0.30%
VIM Equity/BalancedVoya U.S. High Dividend Low Volatility Fund0.30%
VIM Equity/BalancedVoya U.S. Stock Index Portfolio0.28%
VIM FixedVoya Diversified Emerging Markets Debt Fund0.17%
VIM FixedVoya Floating Rate Fund0.17%
VIM FixedVoya Global Bond Fund0.17%
VIM FixedVoya Global Bond Portfolio0.17%
VIM FixedVoya GNMA Income Fund0.17%
VIM FixedVoya High Yield Bond Fund0.17%
VIM FixedVoya High Yield Portfolio0.17%
VIM FixedVoya Intermediate Bond Fund0.17%
VIM FixedVoya Intermediate Bond Portfolio0.17%
VIM FixedVoya Investment Grade Credit Fund0.17%
VIM FixedVoya Limited Maturity Bond Portfolio0.17%
VIM FixedVoya Government Liquid Assets Portfolio0.17%
VIM FixedVoya Government Money Market Fund0.17%
VIM FixedVoya Government Money Market Portfolio0.17%
VIM FixedVoya Senior Income Fund0.17%
VIM FixedVoya Short Term Bond Fund0.17%
VIM FixedVoya Strategic Income Opportunities Fund0.17%
VIM FixedVoya U.S. Bond Index Portfolio0.323%
VIT PortfoliosVY® BlackRock Inflation Protected Bond Portfolio0.277%
VIT PortfoliosVY® Clarion Real Estate Portfolio0.277%
VIT PortfoliosVY® Invesco Growth and Income Portfolio0.277%

Exhibit 10.2
VIT PortfoliosVY® JPMorgan Emerging Markets Equity Portfolio0.277%
VIT PortfoliosVY® JPMorgan Small Cap Core Equity Portfolio0.277%
VIT PortfoliosVY® Morgan Stanley Global Franchise Portfolio0.277%
VIT PortfoliosVY® T. Rowe Price Capital Appreciation Portfolio0.277%
VIT PortfoliosVY® T. Rowe Price Equity Income Portfolio0.277%
VIT PortfoliosVY® T. Rowe Price International Stock Portfolio0.277%
VPI PortfoliosVY® American Century Small-Mid Cap Value Portfolio0.356%
VPI PortfoliosVY® Baron Growth Portfolio0.356%
VPI PortfoliosVY® Columbia Contrarian Core Portfolio0.356%
VPI PortfoliosVY® Columbia Small Cap Value II Portfolio0.356%
VPI PortfoliosVY® Invesco Comstock Portfolio0.356%
VPI PortfoliosVY® Invesco Equity and Income Portfolio0.356%
VPI PortfoliosVY® JPMorgan Mid Cap Value Portfolio0.356%
VPI PortfoliosVY® Oppenheimer Global Portfolio0.356%
VPI PortfoliosVY® T. Rowe Price Diversified Mid Cap Growth Portfolio0.356%
VPI PortfoliosVY® T. Rowe Price Growth Equity Portfolio0.356%
For the funds and fund of funds listed above, VIM will pay the amount stated in this Schedule A to the extent such amount is not paid by a fund or fund of funds, as applicable. Neither VIM nor a fund of funds will pay any amounts on assets in the underlying funds in these fund of funds.

VOYA RETIREMENT INSURANCE & ANNUITY Co Reports