AMENDMENT NO. 9 TO THE INTERCOMPANY AGREEMENT
Exhibit 27(j)(7): Intercompany Agreement
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.
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 LLC | VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY | |
| By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ | By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇▇ ▇▇▇▇ | Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇ | |
| Title: IM CFO | Title: Vice President |
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 Type | Fund | Rate |
| 3rd Party SA | VY BrandywineGLOBAL - Bond Portfolio | 0.397% |
| 3rd Party SA | VY Clarion Global Real Estate Portfolio | 0.397% |
| 3rd Party SA | Voya CBRE Global Infrastructure Fund | 0.397% |
| 3rd Party SA | Voya Emerging Markets Equity Dividend Fund | 0.397% |
| 3rd Party SA | Voya Global Equity Dividend Fund | 0.397% |
| 3rd Party SA | Voya Global Real Estate Fund | 0.397% |
| 3rd Party SA | Voya Multi-Manager International Factors Fund | 0.397% |
| 3rd Party SA | Voya Multi-Manager Emerging Markets Equity Fund | 0.397% |
| 3rd Party SA | Voya Multi-Manager International Equity Fund | 0.397% |
| 3rd Party SA | Voya Multi-Manager Mid Cap Value Fund | 0.397% |
| 3rd Party SA | Voya Multi-Manager International Small Cap Fund | 0.397% |
| 3rd Party SA | Voya Real Estate Fund | 0.397% |
| 3rd Party SA | Voya Russia Fund | 0.397% |
| Fund of Funds | Voya Global Diversified Payment Fund | 0.30% |
| Fund of Funds | Voya Global Multi-Asset Fund | 0.20% |
| Fund of Funds | Voya Global Perspectives Fund | 0.20% |
| Fund of Funds | Voya Global Perspectives Portfolio | 0.20% |
| Fund of Funds | Voya Index Solution Portfolios | 0.20% |
| Fund of Funds | Voya Retirement Portfolios | 0.506% |
| Fund of Funds | Voya Target Retirement Funds | 0.00% |
| Fund of Funds | Voya Solution Portfolios | 0.32% |
| Fund of Funds | Voya Strategic Allocation Portfolios | 0.25% |
| Pooled Inv Vehicle | Voya Emerging Markets Corporate Debt Fund | 0.00% |
| Pooled Inv Vehicle | Voya Emerging Markets Hard Currency Debt Fund | 0.00% |
| Pooled Inv Vehicle | Voya Emerging Markets Local Currency Debt Fund | 0.00% |
| Pooled Inv Vehicle | Voya Securitized Credit Fund | 0.00% |
| VIM Equity/Balanced | Voya Balanced Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Balanced Income Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Corporate Leaders 100 Fund | 0.30% |
| VIM Equity/Balanced | Voya Corporate Leaders Trust Fund Series B | 0.30% |
| VIM Equity/Balanced | Voya Emerging Markets Index Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Euro STOXX 50 Index Portfolio | 0.30% |
| VIM Equity/Balanced | Voya FTSE 100 Index Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Global Corporate Leaders 100 Fund | 0.30% |
| VIM Equity/Balanced | Voya Global Equity Fund | 0.30% |
| VIM Equity/Balanced | Voya Global Equity Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Growth and Income Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Hang Seng Index Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Index Plus LargeCap Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Index Plus MidCap Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Index Plus SmallCap Portfolio | 0.30% |
| VIM Equity/Balanced | Voya International High Dividend Low Volatility Fund | 0.30% |
| VIM Equity/Balanced | Voya International High Dividend Low Volatility Portfolio | 0.30% |
| VIM Equity/Balanced | Voya International Index Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Japan TOPIX Index® Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Large-Cap Growth Fund | 0.30% |
| VIM Equity/Balanced | Voya Large Cap Growth Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Large Cap Value Fund | 0.30% |
| VIM Equity/Balanced | Voya Large Cap Value Portfolio | 0.00% |
| VIM Equity/Balanced | Voya Mid Cap Research Enhanced Index Fund | 0.30% |
| VIM Equity/Balanced | Voya MidCap Opportunities Fund | 0.30% |
| VIM Equity/Balanced | Voya MidCap Opportunities Portfolio | 0.30% |
| VIM Equity/Balanced | ▇▇▇▇ ▇▇▇▇▇▇▇™ Large Cap Growth Index Portfolio | 0.30% |
| VIM Equity/Balanced | ▇▇▇▇ ▇▇▇▇▇▇▇™ Large Cap Index Portfolio | 0.30% |
| VIM Equity/Balanced | ▇▇▇▇ ▇▇▇▇▇▇▇™ Large Cap Value Index Portfolio | 0.30% |
| VIM Equity/Balanced | ▇▇▇▇ ▇▇▇▇▇▇▇™ Mid Cap Growth Index Portfolio | 0.30% |
| VIM Equity/Balanced | ▇▇▇▇ ▇▇▇▇▇▇▇™ Mid Cap Index Portfolio | 0.30% |
| VIM Equity/Balanced | ▇▇▇▇ ▇▇▇▇▇▇▇™ Small Cap Index Portfolio | 0.30% |
| VIM Equity/Balanced | Voya Small Company Fund | 0.30% |
| VIM Equity/Balanced | Voya Small Company Portfolio | 0.30% |
| VIM Equity/Balanced | Voya SmallCap Opportunities Fund | 0.30% |
| VIM Equity/Balanced | Voya SmallCap Opportunities Portfolio | 0.30% |
| VIM Equity/Balanced | ▇▇▇▇ ▇▇▇▇ Cap Growth Fund | 0.30% |
| VIM Equity/Balanced | Voya U.S. High Dividend Low Volatility Fund | 0.30% |
| VIM Equity/Balanced | Voya U.S. Stock Index Portfolio | 0.28% |
| VIM Fixed | Voya Diversified Emerging Markets Debt Fund | 0.17% |
| VIM Fixed | Voya Floating Rate Fund | 0.17% |
| VIM Fixed | Voya Global Bond Fund | 0.17% |
| VIM Fixed | Voya Global Bond Portfolio | 0.17% |
| VIM Fixed | Voya GNMA Income Fund | 0.17% |
| VIM Fixed | Voya High Yield Bond Fund | 0.17% |
| VIM Fixed | Voya High Yield Portfolio | 0.17% |
| VIM Fixed | Voya Intermediate Bond Fund | 0.17% |
| VIM Fixed | Voya Intermediate Bond Portfolio | 0.17% |
| VIM Fixed | Voya Investment Grade Credit Fund | 0.17% |
| VIM Fixed | Voya Limited Maturity Bond Portfolio | 0.17% |
| VIM Fixed | Voya Government Liquid Assets Portfolio | 0.17% |
| VIM Fixed | Voya Government Money Market Fund | 0.17% |
| VIM Fixed | Voya Government Money Market Portfolio | 0.17% |
| VIM Fixed | Voya Senior Income Fund | 0.17% |
| VIM Fixed | Voya Short Term Bond Fund | 0.17% |
| VIM Fixed | Voya Strategic Income Opportunities Fund | 0.17% |
| VIM Fixed | Voya U.S. Bond Index Portfolio | 0.323% |
| VIT Portfolios | VY® BlackRock Inflation Protected Bond Portfolio | 0.277% |
| VIT Portfolios | VY® Clarion Real Estate Portfolio | 0.277% |
| VIT Portfolios | VY® Invesco Growth and Income Portfolio | 0.277% |
| VIT Portfolios | VY® JPMorgan Emerging Markets Equity Portfolio | 0.277% |
| VIT Portfolios | VY® JPMorgan Small Cap Core Equity Portfolio | 0.277% |
| VIT Portfolios | VY® ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Global Franchise Portfolio | 0.277% |
| VIT Portfolios | VY® ▇. ▇▇▇▇ Price Capital Appreciation Portfolio | 0.277% |
| VIT Portfolios | VY® ▇. ▇▇▇▇ Price Equity Income Portfolio | 0.277% |
| VIT Portfolios | VY® ▇. ▇▇▇▇ Price International Stock Portfolio | 0.277% |
| VPI Portfolios | VY® American Century Small-Mid Cap Value Portfolio | 0.356% |
| VPI Portfolios | VY® Baron Growth Portfolio | 0.356% |
| VPI Portfolios | VY® Columbia Contrarian Core Portfolio | 0.356% |
| VPI Portfolios | VY® Columbia Small Cap Value II Portfolio | 0.356% |
| VPI Portfolios | VY® Invesco ▇▇▇▇▇▇▇▇ Portfolio | 0.356% |
| VPI Portfolios | VY® Invesco Equity and Income Portfolio | 0.356% |
| VPI Portfolios | VY® JPMorgan Mid Cap Value Portfolio | 0.356% |
| VPI Portfolios | VY® ▇▇▇▇▇▇▇▇▇▇▇ Global Portfolio | 0.356% |
| VPI Portfolios | VY® ▇. ▇▇▇▇ Price Diversified Mid Cap Growth Portfolio | 0.356% |
| VPI Portfolios | VY® ▇. ▇▇▇▇ Price Growth Equity Portfolio | 0.356% |
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.