Exhibit 24(b)(8.61)

FUND PARTICIPATION, ADMINISTRATIVE AND SHAREHOLDER SERVICE AGREEMENT

THIS AGREEMENT (the “Agreement”) is made and entered into as of this 25th day of July, and effective on the

Effective Date, as defined below, by and between Voya Retirement Insurance and Annuity Company (the "Company”), Voya

Financial Partners, LLC (“Company Distributor”) (Company together with Company Distributor, “Company Parties”), and,

Voya Investments Distributor, LLC (the "Distributor") and each non-retail, insurance dedicated, registered investment

company listed on Schedule A (each a “Registrant”) on its own behalf and on behalf of each of its series or classes of shares

described in Schedule B hereto (each a “Fund” and collectively, the “Funds” and each a “Class” and collectively the

“Classes”, as applicable).

WHEREAS, each Registrant issues a separate series of shares of beneficial interest for each Fund representing a

fractional undivided interest in that Fund; and

WHEREAS, Distributor acts as principal underwriter for the Funds; and

WHEREAS, the Funds are available to offer shares of one or more of its series to separate accounts of insurance

companies established for variable annuity contracts and variable life insurance policies and to serve as an investment medium

for variable annuity contracts and variable life insurance policies offered by insurance companies that have entered into

participation agreements substantially similar to this agreement ("Participating Insurance Companies"); and

WHEREAS, Company is an insurance company that is a provider of multi-fund variable insurance and retirement

products; and

WHEREAS, in connection with its retirement products, the Company issues or will issue variable annuity contracts

and variable funding agreements (the "Contracts") to certain plans under Sections 401,403(b), 457 or 408 of the Internal

Revenue Code of 1986, as amended from time to time (“Tax Code”), and certain nonqualified deferred compensation

arrangements, (the, “Plans”) supported in whole or in part by Company separate accounts (the "Separate Accounts"¹); and

WHEREAS, under this Agreement, such Plans are only permitted to invest in the Funds indirectly through Contracts

issued by the Company; and

WHEREAS, the Company has established and may establish in the future separate accounts to serve as an underlying

investment vehicle for the Contracts; and

WHEREAS, the Company will offer units of the Separate Accounts that may in turn invest in shares of the Funds; and

WHEREAS, the Company will provide various administrative, recordkeeping and shareholder services, such as the

maintenance of account records for Plan participants (“Plan Participants”), in connection with the investment in the Funds

through the Contracts; and

WHEREAS, Company Distributor distributes the Contracts supported by the Separate Accounts that may in turn

invest in shares of the Funds; and

¹ As used in the Agreement, Separate Accounts refer to separate accounts that fund retirement products and expressly exclude separate accounts that fund

variable annuity contracts or variable life insurance policies, but only to the extent that they fund such contacts or policies.

		WHEREAS, the Funds have obtained an order from the SEC granting certain insurance companies and certain
insurance company separate accounts exemptions from the provisions of sections 9(a), 13(a), 15(a), and 15(b) of the 1940 Act
and Rules 6c-2(b)(l5) and 6e-3(T)(b)(15) thereunder, to the extent necessary to permit shares of the Funds to be sold to and
held by: (a) certain separate accounts of both affiliated and unaffiliated life insurance companies; and (b) certain qualified
pension and retirement plans that are arrangements within the meaning of Section 817-5(f)(3)(iii) of the Tax Code and the
regulations thereunder, outside of the separate account context (hereinafter the "Mixed and Shared Funding Exemptive
Order"); and
		WHEREAS, Company desires to submit orders to effect transactions in shares of the Fund for investors. Such
investors may include existing and prospective customers (“Customers”) of Company. The term “Customers,” as used in this
Agreement, shall include Plans, Plan Representatives, Plan Participants, and Contract owners, as the context requires).
		NOW, THEREFORE, it is agreed as follows:
1	.	Separate Accounts.
		The Company represents that each of the Separate Accounts is a separate account under Connecticut insurance law
and that it has registered or will register each of the Separate Accounts (except for such Accounts for which no such
registration is required) as a unit investment trust under the Investment Company Act of 1940 (the "1940 Act"), to serve as an
investment vehicle for the Contracts. Each Separate Account is a "segregated asset account" and interests in each Separate
Account are offered exclusively through the purchase of or transfer into a "variable contract" within the meaning of such
terms under Section 817 of the Tax Code and the regulations thereunder. The Company further represents that it believes, in
good faith, that the Contracts are currently, and at the time of issuance shall be, treated as endowment, life insurance or
annuity insurance contracts, under applicable provisions of the Code and that it will make every effort to maintain such
treatment and that it will notify the Fund and the Distributor immediately upon having a reasonable basis for believing that
said requirements have ceased to be met or that they might not be met in the future. The Company agrees that any prospectus
offering a contract that is a “modified endowment contract” as that term is defined in Section 7702A of the Internal Revenue
Case (or any successor or similar provision), shall identify such contract as a modified endowment contract. Each Contract
provides for the allocation of net amounts received by the Company to a Separate Account for investment in the shares of one
or more Funds available through that Separate Account as an underlying investment vehicle. Selection of a particular
Registrant, and changes therein from time to time, are made by the Contract owner or Plan Participant, as applicable under a
particular Contract. For purposes of this Agreement, the Company shall make the Funds available through Contracts issued to
Plans.
2	.	Account.
		With respect to each Fund, a single account held in the name of the Company shall be maintained for those assets
directed for investment in a Fund through the Contracts. (Such account shall be referred to herein as the "Account.") The
Company, as issuer of the Contracts, shall facilitate purchase and sale transactions with respect to the Account in accordance
with the Agreement.
3	.	Services to be Performed by the Company and/or Company Distributor.
		(a) The Company shall be responsible for performing certain recordkeeping and administrative services (collectively,
		“Sub-TA Services”) with respect to all of the separate accounts, which shall include without limitation:
		o	Providing subaccounting services and maintaining accurate subaccounting records regarding shares
			beneficially owned by Customers;
		o	Calculating daily valuation of Participant account value;
		o	Providing a fund scorecard to help assess performance of the Funds;

	o	Furnishing (either separately or on an integrated basis with other reports sent to a Customer by the Company)
		statements and confirmations of all purchases and redemption requests as may be required by agreement
		between the Company and the Customers;
	o	Providing tax reporting;
	o	Providing and maintaining elective services for Customers such as check writing and wire transfer services;
	o	Processing Customer purchase and redemption requests that affect allocations to the Funds and placing
		purchase and redemption instructions with the Funds' transfer agent, including any designee thereof,
		("Transfer Agent") in the manner described in Section 4 hereof;
	o	Processing dividend and distribution payments from the Fund on behalf of Customers;
	o	Monitoring Customers for compliance with the applicable frequent trading policy;
	o	Cooperating with the other parties to the Agreement to facilitate implementation of each other's anti-money
		laundering program;
	o	Providing such other related recordkeeping and administrative services upon which the Funds and the
		Company may mutually agree.
(b)	The Company and/or Company Distributor shall be responsible for performing certain shareholder services
	(“Shareholder Services”) with respect to the separate accounts, which shall include without limitation:
	o	Assisting Plan Participants in designating and changing dividend options, account designations and addresses;
	o	Establishing and maintaining accounts and records relating to Plan Participants;
	o	Answering questions and handling correspondence from Customers about their accounts and the Funds;
	o	Maintaining participant account records that reflect allocations to the Funds;
	o	Facilitating the tabulation of votes in the event of a meeting of shareholders;
	o	Transmitting proxy statements and other proxy solicitation materials, annual and semi-annual reports, the
		Funds’ then current prospectuses and/or summary prospectuses (in each case, the "Prospectus") and other
		communications from the Funds to Customers as may be required by all applicable federal and state laws,
		rules, and regulations, including the rules of a self-regulatory organization (“Applicable Law”) and by
		agreement between the Company and the Customers;
	o	Receiving Customer purchase and redemption requests for shares that reflect allocations to the Funds; and
	o	Providing such other related services upon which the Distributor and the Company or Company Distributor
		may mutually agree.
(c)	The Company and/or Company Distributor shall perform some or all of the following sales support services
	(“Distribution Services”) related to the distribution of shares to the Separate Accounts that invest in the Funds,
	which shall include without limitation:
	o	Preparing advertising, educational and marketing materials that lists the Funds;
	o	Assisting Customers in completing application forms including allocations to the Funds;
	o	Developing, preparing, printing and mailing of advertisements, sales literature and other promotional
		materials describing and/or relating to the Funds;
	o	Holding seminars and sales meetings designed to promote the sale of Fund shares; Providing a dedicated plan
		sponsor website;
	o	Providing a dedicated Plan Participant website;
	o	Providing participant bench-marking tools, calculators and newsletters
	o	Training sales personnel regarding a Fund; and
	o	Any other activity that the Distributor determines is primarily intended to result in the sale of a Fund's shares.

		(d) The Company and/or Company Distributor shall each provide all personnel, facilities and equipment reasonably
		necessary in order for it to perform the functions described in this section with respect to the Customers. The
		Company Parties shall exercise reasonable care in performing all such services.
4	.	Pricing Information, Orders, Settlement.
		(a) Distributor will make shares available to be purchased by the Company, on behalf of the Account, at the net asset
		value (“NAV”) applicable to each order; provided, however, that the Separate Accounts meet the criteria for
		purchasing shares of the Funds at NAV as described in the Funds’ Prospectuses and SAIs. The Company agrees
		to purchase and redeem the shares of the Funds in accordance with the provisions of the terms of its then-current
		Prospectus and SAIs. Unless provided otherwise by a Fund’s then-current Prospectus or SAI, Fund shares shall
		be purchased and redeemed on a net basis for such Separate Accounts in such quantity and at such time
		determined by the Company to correspond with investment instructions received by the Company from Contract
		owners, Plan Representatives or Plan Participants. The Board of Trustees of the Fund (hereinafter the "Trustees")
		may upon reasonable notice to the Company, refuse to sell shares of any Fund to any person, or suspend, or
		terminate the offering of any shares of any Fund, or liquidate any Fund if such action is required by law or by
		regulatory authorities having jurisdiction or is, in the sole discretion of the Trustees, acting in good faith and in
		the best interests of the Funds' shareholders and in compliance with their fiduciary obligations under federal
		and/or any applicable state laws. The Company acknowledges that orders accepted by it in violation of a Fund’s
		stated policies may be subsequently revoked or cancelled by Distributor and that the Distributor and the Funds
		shall not be responsible for any losses incurred by the Company or any Customer as a result of such cancellation.
		Distributor or its agent shall notify the Company of any such cancellation prior to 12:00 p.m. Eastern Time on the
		next Business Day (defined below).
		(b) Distributor agrees to furnish or cause to be furnished to the Company Distributor for each Fund: (i) confirmed
		NAV information as of the close of trading (normally 4:00 p.m., East Coast time) on the New York Stock
		Exchange ("Close of Trading") on each complete business day that the New York Stock Exchange is open for
		business ("Business Day") or at such other time as the NAV of a Fund is calculated as disclosed in the relevant
		then current Prospectus(es) in a format that includes the Fund’s name and the change from the last calculated
		NAV, (ii) dividend and capital gains information as it arises, and (iii) in the case of a fixed income fund, the daily
		accrual or the distribution rate factor. The Company hereby elects to receive all dividends and distributions as are
		payable on a Fund’s shares in the form of additional shares of that Fund. The Fund will notify the Company of the
		number of shares so issued as payment of such dividends and distributions. The Company retains the right to
		revoke this election upon 10 business days prior written notice to the Distributor, pursuant to Section 15(e) and to
		receive all such dividends and distributions in cash. Distributor shall provide or cause to be provided to the
		Company Distributor such information by 7:00 p.m., East Coast time on a best efforts basis. If Distributor is
		unable to provide the Company Distributor such information by 7:00 p.m., East Coast time, Distributor or its
		designee will communicate by phone and/or e-mail with the Company Parties, as soon as reasonably practicable
		upon learning of such inability, regarding the estimated time such data will be available and transmitted. In such
		event, Distributor will continue to communicate by phone and/or e-mail with the Company Parties until it has
		verified that the data is received by the Company Parties.
		(c) Company Distributor as agent for the Funds solely for the purposes expressed herein shall receive from Contract
		owners, Plan Representatives or Plan Participants for acceptance as of the Close of Trading on each Business Day
		orders for the purchase of shares of the Funds, exchange orders, and redemption requests and redemption
		directions with respect to shares of the Funds held by the Company on behalf of its Separate Accounts
		("Instructions"). In addition, the Company Distributor shall (i) transmit to Distributor such Instructions no later

than 9:00 a.m., East Coast time on the next following Business Day, and (ii) upon acceptance of any such

Instructions, communicate such acceptance to the Contract owners, Plan Representatives or Plan Participants, as

appropriate ("Confirmation"). The Business Day on which such Instructions are received in proper form by

Company Distributor and time stamped by the Close of Trading will be the date as of which Fund shares shall be

deemed purchased, exchanged, or redeemed as a result of such Instructions ("Trade Date"). Instructions received

in proper form by Company Distributor and time stamped after the Close of Trading on any given Business Day

shall be treated as if received on the next following Business Day. Company Distributor agrees that all

Instructions received by Company Distributor, which will be transmitted to Distributor for processing as of a

particular Business Day, will have been received and time stamped prior to the Close of Trading on that Business

Day.

(d) Company Distributor will wire payment, or arrange for payment to be wired, for such purchase orders, in

immediately available funds, to a Fund custodial account or accounts designated by Distributor, as soon as

possible, but in any event no later than the Close of Trading on the Business Day after the Trade Date and no later

than the close of the Federal Reserve wire on the Business Day after the Trade Date. If the wire is not received by

such time, and the delay was not caused by the negligence or willful misconduct of the Distributor, Distributor

shall be entitled to receive from the Company Distributor the dollar amount of any overdraft plus any associated

bank charges incurred; provided however, that if the delay was due to factors beyond the control of the Company

Distributor, the Company Distributor shall not be liable for any overdraft or any associated bank charges.

(e) Distributor or its designees will wire payment, or arrange for payment to be wired, for redemption orders, in
	immediately available funds, to an account or accounts designated by Company Distributor, as soon as possible,
	but in any event no later than the Close of Trading on the Business Day after the Trade Date and no later than the
	close of the Federal Reserve wire on the Business Day after the Trade Date. If the wire is not received by such
	time, and the delay was not caused by the negligence or willful misconduct of the Company Distributor, the
	Company Distributor shall be entitled to receive from Distributor the dollar amount of any overdraft plus any
	associated bank charges incurred; provided however, that if the delay was due to factors beyond the control of the
	Distributor, Distributor shall not be liable for any overdraft or any associated bank charges. The Funds reserve the
	right to suspend redemptions consistent with the requirements of Section 22(e) under the 1940 Act and any rules
	thereunder. The Funds will not bear any responsibility whatsoever for the proper disbursement or crediting or
	redemption proceeds; the Company Parties alone will be responsible for such action.
(f)	In lieu of applicable provisions set forth in paragraphs 4(b) through 4(e) above, the parties may agree to execute
	orders and wire payments for purchases and redemptions through National Securities Clearing Corporation's
	Fund/SERV System, in which case such activities will be governed by the provisions set forth in Exhibit I to this
	Agreement. In addition, the parties may also provide pricing information in accordance with Exhibit I.
(g) Upon Distributor’s request, the Company shall provide copies of historical records relating to transactions
	between the Funds and the Contract owners, Plan Representatives or Plan Participants investing in such Funds,
	written communications regarding the Funds to or from such persons, and other materials, in each case, as may
	reasonably be requested to enable Distributor or its agent, including without limitation, auditors, investment
	advisers, or transfer agents of the Funds to monitor and review the services being provided under this Agreement,
	or to comply with any request of a governmental body or self-regulatory organization or a shareholder. The
	Company also agrees that the Company will permit the Distributor, the Registrant and/or the Funds, or their
	agents to have reasonable access to the Company’s personnel and records in order to facilitate the monitoring of
	the quality of the services being provided under this Agreement.

(h) Company Parties agree and acknowledge that it will be their responsibility for determining that the
	recommendations to its Customers to purchase shares in the separate accounts that invest in the Funds are suitable
	to the extent required by applicable law. In particular, each agrees, if required by applicable law, that they are
	solely responsible for ensuring that the fee structures as well as the Contract and any Funds used as an investment
	vehicle that is selected by its Customers are suitable and appropriate given their circumstances.
(i)	Company Parties acknowledge and agree that they are solely responsible and liable for the conduct of any sub-
	contractor or party they employ to fulfill obligations under this Agreement. It is the responsibility of the
	Company Parties’ to ensure that these sub-contractors comply with the terms of this Agreement and applicable
	laws and regulations. Company also acknowledges that it shall be financially responsible for the actions of sub-
	contractors and shall reimburse the Fund(s) and/or Distributor directly for any actions of the sub-contractors that
	violate this Agreement. It shall be the Company Parties’ responsibility to seek reimbursement from the sub-
	contractors. Specifically, Company Distributor has entered into selling agreements (“Selling Agreements”) with
	both affiliated and unaffiliated broker/dealers whose registered representatives are engaged directly or indirectly
	in the offer or sale of the Contracts in accordance with the terms of such Selling Agreement. Under the terms of
	the Selling Agreements, the broker/dealer is responsible for ensuring that its registered representatives comply
	with all applicable state, federal and securities laws and such other duties as set forth in the Selling Agreements.
	Notwithstanding the foregoing, the Company Distributor represents that such other broker/dealers are bound to
	terms substantially similar to those in this Agreement.

(j)	All parties agree that issuance and transfer of each Fund’s shares will be by book entry only. Stock certificates
	will not be issued to the Company or the Separate Account(s). Shares purchased from each Fund will be recorded
	in an appropriate title for the Company
(k) Company Distributor shall assume responsibility as herein described for any loss to Distributor, the Registrants
	and/or to a Fund caused by a cancellation or correction made to an Instruction by a Contract owners, Plan
	Representatives or Plan Participants subsequent to the date as of which such Instruction has been received by
	Company Distributor and originally relayed to Distributor, and Company Distributor will immediately pay such
	loss to Distributor, the Registrants and/or such Fund upon Company Distributor’s receipt of written notification,
	with supporting data.
(l)	The Funds and the Distributor, in each case solely to the extent relating to such party’s responsibilities hereunder,
	shall indemnify and hold Company Parties harmless, from the Effective Date of this Agreement, against any
	amount the Company Parties are required to pay to Customers attributable to: (i) an incorrect calculation of a
	Fund’s daily NAV, dividend rate, or capital gains distribution rate or (ii) incorrect or late reporting of the daily
	NAV, dividend rate, or capital gain distribution rate of a Fund, upon written notification by Company, with
	supporting data, to Distributor (each, a “pricing error”). A pricing error as described shall be corrected as follows:
	(i) if the pricing error results in a difference between the erroneous NAV and the correct NAV of less than $x.xx
	per share, then no corrective action need be taken; and (ii) if the pricing error results in a difference between the
	erroneous NAV and the correct NAV equal to or greater than 1/2 of x% of the Fund's NAV at the time of the
	error, then the applicable Fund shall reimburse the Company for the costs of adjustments made to correct a
	Contract owner’s, a Plan’s or a Plan Participant’s account in accordance with the provisions of this Section 4(l). If
	an adjustment is necessary to correct a material error which has caused a Contract owner, a Plan or a Plan
	Participant to receive less than the amount to which they are entitled, the number of shares of the applicable sub-
	account of such Contract owner, Plan or Plan Participant will be adjusted and the amount of any underpayments
	shall be credited by each Fund to the Company for crediting of such amounts to the applicable Contract owner’s,

		Plan’s or Plan Participant’s accounts. Upon notification by each Fund of any overpayment due to a material
		error, the Company shall promptly remit to Fund any overpayment that has not been paid to a Contract owner, a
		Plan or a Plan Participant. In no event shall the Company be liable to a Contract owner, a Plan or a Plan
		Participant for any such adjustments or underpayment amounts. A pricing error within items (i) and (ii) above
		shall be deemed to be "materially incorrect" or constitute a "material error" for purposes of this Agreement. In
		addition, the Fund or the Distributor shall be liable to Company Parties for systems and out of pocket costs
		incurred by Company Parties in making a Contract owner’s, a Plan’s or a Plan Participant’s account whole, if
		such costs or expenses are a direct result of the Fund’s failure to provide timely or correct NAVs, dividend and
		capital gains or financial information. In such an event, Company shall notify Distributor of the aggregate
		amount of the redemption shortfalls and provide supporting documentation for such amount. Upon receipt of such
		documentation, Distributor shall cause the relevant Fund to remit to the Company any additional redemption
		proceeds, as prescribed above, in the amount of such redemption shortfalls and the Company shall apply such
		funds to payment of the redemption shortfalls. If a mistake is caused in supplying such information or
		confirmations, which results in reconciliation with incorrect information, the amount required to make a Contract
		owner’s, a Plan’s or a Plan Participant’s account whole shall be borne by the party providing the incorrect
		information, regardless of when the error is corrected.
		(m) The standards set forth in this Section (l) above are based on the Parties’ understanding of the views expressed by
		the staff of the SEC as of the date of this Agreement. In the event the views of the SEC staff are later modified or
		superseded by SEC or judicial interpretation, the parties shall amend the foregoing provisions of this Agreement
		to comport with the appropriate applicable standards, on terms mutually satisfactory to all Parties.
		(n) Each party shall notify the others of any errors or omissions in any information, including any NAV and
		distribution information set forth above, and interruptions in or delay or unavailability of, the means of transmittal
		of any such information as promptly as possible. All parties to the Agreement agree to maintain reasonable errors
		and omissions insurance coverage commensurate with each party's respective responsibilities under this
		Agreement.
		(o) The parties hereto acknowledge that the arrangement contemplated by this Agreement is not exclusive; the Funds’
		shares may be sold to other insurance companies (subject to Section 13(a)(iii) hereof) and the account value of the
		Contracts may be invested in other investment companies.
		(p) The Company Parties shall not, without prior notice to the Funds’ adviser and Distributor (unless otherwise
		required by applicable law), take any action to operate the Account as a management investment company under
		the 1940 Act.
		(q) Company Parties shall not, without prior notice to the Funds’ adviser and Distributor (unless otherwise required
		by applicable law), induce contract owners or participants to change or modify the Fund or change the Fund’s
		distributor or investment adviser.
5	.	Fees.
		(a) The provision of Sub-TA, Shareholder and Distribution Services to Customers shall be the responsibility of the
		Company and Company Distributor and shall not be the responsibility of Distributor, the Registrants or the Funds.
		The Company on behalf of its Separate Accounts will be recognized as the sole shareholder of Fund shares
		purchased under this Agreement.

		(b) As compensation for the services rendered by the Company and Company Distributor pursuant to this Agreement,
			the Funds and the Distributor shall pay Company and Company Distributor the fees set forth in Schedule B of this
			Agreement.
		(c) Notwithstanding Schedule B and Section 5(b), above, the Company Parties acknowledge that each Fund may,
			without prior notice, suspend or eliminate the payment of any compensation, including Distribution 12b-1 Fees,
			Shareholder Servicing Fees, and Sub-TA Fees (as defined in Schedule B) or other compensation, by amendment,
			sticker or supplement to the Prospectus of each Fund. The Company Parties agree that Distributor shall have no
			obligation to pay any compensation to the Company Parties for the sale or servicing of Shares until Distributor
			receives the related compensation from the applicable Fund, and that Distributor's liability to the Company Parties
			for such payments will not be more than the amount of related compensation that Distributor receives from such
			Fund.
		(d) Expenses incurred by the Company and payments received by the Company under this Agreement shall be
			allocated to the Company in conformity with customary insurance accounting practices.
		(e) The parties intend that the provision of Sub-TA, Shareholder and Distribution Services under this Agreement
			shall have no impact on the surplus of the Company.
6	.	Expenses.
		The applicable Registrant and/or Fund shall reimburse certain out-of-pocket expenses the Company incurs in
connection with providing shareholder services to Contract owners or the Plans. These expenses are limited to the costs of
printing and distributing updated Prospectuses, Prospectus supplements and financial reports to Contract owners or Plan
Representatives or Plan Participants for which the Company provides shareholder services hereunder, and all costs incurred
by the Company associated with proxies for the Fund, including proxy preparation, group authorization letters, programming
for tabulation and necessary materials (including postage). Except as otherwise agreed in writing, the Company shall bear all
other expenses incidental to the performance of the services described herein. Distributor shall, however, provide the
Company, with such sufficient copies of relevant Prospectuses for all Plan Participants making an initial Fund purchase as
well as copies of relevant Prospectuses, Prospectus supplements and periodic reports to shareholders, and other material as
shall be reasonably requested by the Company to disseminate to Plan Participants who purchase shares of the Funds.
Expenses incurred by the Company and payment received by the Company shall be allocated to the Company in conformity
with customary insurance accounting practices.
7	.	Effective Date, Duration, Termination and Assignment.
		(a)	Effective Date and Duration of Agreement. This Agreement shall be effective as of December 31, 2015 (the
“Effective Date”) and shall continue in effect for an initial term of one year (the “Initial Term”). This
			Agreement shall automatically renew following the Initial Term for subsequent one-year terms (“Subsequent
			Terms”) under the same terms and conditions, subject to the provisions for termination, as set forth below.
		(b)	This Agreement may be terminated as follows:
			(i) At the option of any party upon ninety (90) days advance written notice to the other parties;
			(ii) At the option of the Company Parties upon (90) days advance written notice if shares of the Funds are
			not available for any reason to meet the investment requirements of the Contracts;

(iii)At the option of either Company Distributor or Distributor, upon institution of formal disciplinary or
	investigative proceedings against the Company Distributor, Distributor or the Funds by the Financial
	Industry Regulatory Authority ("FINRA"), the Securities and Exchange Commission ("SEC"), or any
	other regulatory body with jurisdiction over the relevant party;
(iv) At the option of Distributor, if Distributor shall reasonably determine in good faith that shares of the
	Funds are not being offered in conformity with the terms of this Agreement; provided, however, that
	prompt advance written notice of election to terminate shall be furnished by the Distributor;
(v) At the option of the Company Parties by written notice to the Registrants and the Distributor with
	respect to any Funds if the Company reasonably believes that the Funds will fail to meet Section
	817(h) diversification requirements or Subchapter M qualifications specific in Section 13 of this
	Agreement;
(vi) At the option of the Company Parties, with respect to the applicable Funds, upon termination of the
	management agreement between such Funds and their investment adviser written notice of such
	termination shall be promptly furnished to the Company Parties;
(vii)	Upon the implementation by the Company of a substitution of Fund’s shares for the shares of another
	investment company in accordance with the terms of the applicable Contracts.
(viii)	At the option of either a Registrant or the Distributor, if a Registrant or the Distributor, respectively,
	shall determine, in its sole judgment reasonably exercised in good faith, that the Company has
	suffered a material adverse change in its business or financial condition or is the subject of material
	adverse publicity and that material adverse change or publicity will have a material adverse impact on
	the Company’s ability to perform its obligations under this Agreement. Each Registrant or the
	Distributor shall notify the Company of that determination and its intent to terminate this Agreement,
	and after considering the actions taken by the Company and any other changes in circumstances since
	the giving of such a notice, the determination of each Registrant or the Distributor shall continue to
	apply on the ninetieth (90th) day following the giving of that notice, which sixtieth day shall be the
	effective date of termination.
(ix)	At the option of the Company or Company Distributor, respectively, shall determine, in its sole
	judgment reasonably exercised in good faith, that the Registrants and/or the Funds or the Distributor
	has suffered a material adverse change in its business or financial condition or is the subject of
	material adverse publicity and that material adverse change or publicity will have a material adverse
	impact on the Registrant’s and/or the Fund’s or the Distributor’s ability to perform its obligations
	under this Agreement. The Company or Company Distributor shall notify the Registrants and/or the
	Funds or the Distributor of that determination and its intent to terminate this Agreement, and after
	considering the actions taken by the Registrants and/or the Funds or the Distributor and any other
	changes in circumstances since the giving of such a notice, the determination of the Company or
	Company Distributor shall continue to apply on the ninetieth (90th) day following the giving of that
	notice, which sixtieth day shall be the effective date of termination.
(x)	If the Fund's shares are not registered, issued or sold in conformance with federal law or such law
	precludes the use of Fund shares as an investment vehicle for the Contracts provided, however, that
	prompt notice shall be given by any party should such situation occur;

(xi)	Upon requisite vote of the Customers having an interest in the Separate Accounts (or any subaccounts
	thereof) to substitute the shares of another investment company for the corresponding shares of the
	Funds or a Fund in accordance with the terms of the Contracts for which those shares had been
	selected or serve as the underlying investment media;
(xii)	At the option of any party to the Agreement, immediately upon written notice, in the event of a
	determination by a majority of the Trustees of the Funds, or a majority of its disinterested Trustees,
	that an irreconcilable conflict, as described in Section 14 hereof, exists;
(xiii) Notwithstanding the preceding, the Distributor acknowledges that it has no automatic right to
	terminate the Agreement if the Company is placed in receivership or seized by its respective
	domiciliary state Insurance Commissioner (“Commissioner”) pursuant to applicable domiciliary state
	insurance receivership statutes. In the event the Company is placed in receivership or seized by its
	domiciliary state Commissioner pursuant to applicable domiciliary state insurance receivership
	statutes, (i) all of the rights of the Company under this Agreement will extend to the receiver or the
	Commissioner, as applicable, and (ii) all books and records related to the services provided by the
	Company will be made available to the receiver or the Commissioner, as applicable, immediately
	upon request thereby.

(c)	All parties to this Agreement shall promptly notify the other parties to the Agreement of the institution against
	such party of any such formal proceedings as described in Section 7(b)(iii) hereof. The Company shall give 60
	days prior written notice to the Funds of the date of any proposed vote of Contract owners or Plan Participants to
	replace the Funds' shares as described in Section 7(b)(ix) hereof.
(d)	The Funds and the Distributor acknowledge that the Company may have the right to substitute shares of other
	securities for shares of the Funds under certain circumstances. The Company agrees not to exercise this right
	until after at least 60 days' written notice to the Funds and the Distributor. In the event that the Company
	exercises its right to substitute shares of other securities for shares of the Funds, the Company shall furnish, or
	shall cause to be furnished, to the Funds and the Distributor, or their designees, any application for an order
	seeking approval of the substitution or any other written material related to such substitution, including the notice
	of the substitution to be sent to Customers.
(e)	In the event the Agreement is terminated pursuant to Sections 7(b) (iv) or (x), at the option of the Funds or the
	Distributor the Company agrees to use its best efforts to seek an order approving the substitution of shares of the
	Funds and, following receipt of the substitution order, to implement such substitution promptly and as early as
	reasonable practicable. In the event that the one year anniversary of the termination of the Agreement pursuant to
	any other provision of Section 7 is reached and the substitution of shares of the Funds has not yet been
	accomplished (a "redemption event"), such redemption event shall be considered as an immediate request for
	redemption of shares of the Funds held by the Separate Accounts received by the Investment Company as of the
	date of the redemption event. The Investment Company agrees to process either such redemption request in
	accordance with the 1940 Act and the regulations thereunder and the Investment Company's registration
	statement.
(f)	If this Agreement terminates, the parties agree that to the extent that all or a portion of the assets of the Separate
	Accounts continue to be invested in the Funds or any Fund, Sections 1 through 6 and 10 through 14 will remain
	in effect after termination.

		(g)	This Agreement shall not be assigned by any party without the written consent of the other parties, provided
			however, that any party (subject to the terms of this section) may assign this Agreement to an entity which
			controls, is controlled by, or is under common control with such party by providing notice of such assignment to
			the other parties. Notwithstanding the preceding sentence, an assignment by any party to this Agreement of all
			or a portion of its rights or obligations under this Agreement to any affiliate shall be undertaken in accordance
			with the applicable domestic state insurance holding company laws.
8	.	Continuation of Agreement.
		Termination as the result of any cause listed in Section 7 hereof shall not affect the Funds’ respective obligations to
continue to maintain the Account as an investment option for Contracts then in force for which its shares serve or may serve
as the underlying investment vehicle. For avoidance of doubt, if the termination is not caused by the breach of the terms of
this Agreement by the Company, Distribution 12b-1 Fees, Shareholder Servicing Fees, and Sub-TA Fees (as defined in
Schedule B), will continue to be payable under the terms in Section 5 after the termination, for as long as fund assets are held
through the Contracts.
9	.	Advertising and Related Materials.
		(a)	For purposes of this Section 9 and Section 11, the phrase "advertising and related materials” includes, but is not
			limited to: (i) advertisements (such as material published, or designed for use in, a newspaper, magazine, or other
			periodical, radio, television, telephone or tape recording, videotape display, signs or billboards, motion pictures,
			or other public media; e.g., on-line networks such as the Internet or other electronic media); (ii) sales literature
			(i.e., any written communication distributed or made generally available to Customers or the public, including
			brochures, circulars, research reports, market letters, form letters, seminar texts, reprints or excerpts of any other
			advertisement, sales literature, or published article); (iii) educational or training materials or other
			communications distributed or made generally available to some or all agents or employees; (iv) shareholder
			reports; and (v) any other material constituting sales literature or advertising under the FINRA rules, the 1933
			Act or the 1940 Act.
		(b)	Advertising and related materials with respect to the Funds prepared by the Company Parties or their agents for
			use in marketing shares of the Funds to Contract owners or Plans (except any material that simply lists the
			Funds’ names) shall be submitted to Distributor for review and approval before such material is used with the
			general public or any Customer. Distributor shall advise the Company in writing within ten (10) days of receipt
			of such materials of its approval or disapproval of such materials. No such material shall be used if a Fund
			objects to such use within five (5) Business Days after receipt of such material.
		(c)	Distributor will provide to the Company at least one complete copy of all Prospectuses, statements of additional
			information, annual and semiannual reports and proxy statements, other related documents, and all amendments
			or supplements to any of the above documents that relate to the Funds promptly after the filing of such document
			with the SEC or other regulatory authorities. Distributor will also provide to the Company an electronic copy of
			all Prospectuses, statements of additional information, annual and semiannual reports, and all amendments or
			supplements suitable for posting on the Company's websites at the Company's discretion.
		(d)	At Fund’s reasonable request, the Company will provide to the Fund at least one complete electronic copy of all
			registration statements, prospectuses, statements of additional information, reports, solicitations for voting
			instructions, sales literature and any other promotional materials, applications for exemptions, requests for no
action letters, and all amendments to any of the above, that relate to the Contracts or each Account.

		(e)	Each Registrant or the Distributor shall not give any information or make any representations on behalf of the
			Company or concerning the Company, the Separate Account(s), or the Contracts other than the information or
			representations contained in a registration statement, including the prospectus or SAI for the Contracts, as the
			same may be amended or supplemented from time to time, or in sales literature or other promotional material
			approved by the Company or its designee, except with the permission of the Company.
		(f)	The Company Parties will not give any information or make any representations or statements concerning a
			Fund other than the information or representations contained in the registration statement, prospectus, or
			statement of additional information for Fund shares, as such documents may be amended or supplemented from
			time to time, or in reports or proxy statements for the Fund, or in published reports approved by the Fund or the
			Distributor for distribution, or in sales literature or other material provided by the Fund, its adviser or by the
			Distributor, or in sales literature or other material provided by the Fund, its adviser or by the Distributor, except
			with permission of the Distributor.
		(g)	At the request of any party to this Agreement, each other party will make available to the other party's
			independent auditors and/or representative of the appropriate regulatory agencies, all records, data and access to
			operating procedures that may be reasonably requested in connection with compliance and regulatory
			requirements related to this Agreement or any party's obligations under this Agreement.
10	.	Proxy Voting.
		(a)	Upon request from the Registrant or proxy tabulator acting as agent on behalf of the Registrant, the Company
			will provide beneficial ownership information to the proxy tabulator to distribute proxy materials to Contract
			owners, Plan Representatives or Plan Participants who own shares of the Funds. The Company shall not oppose
			or interfere with the solicitation of proxies for Fund shares held for such beneficial owners. If and to the extent
			required by law the Company shall: (i) solicit voting instructions from Contract owners or Plan Participants ; (ii)
			vote the fund(s) shares held in the Contract owners or Plan Participants account(s) in accordance with
			instructions received from Contract owners or Plan Participants ; (iii) vote fund shares held in the Contract
			owners or Plan Participants account(s) for which no instructions have been received in the same proportion as
			fund(s) shares for which instructions have been received from Contract owners or Plan Participants, so long as
			and to the extent that the SEC continues to interpret the 1940 Act to require pass-through voting privileges for
			variable contract owners. The Company reserves the right to vote Fund shares held in any Separate Account in
			its own right, to the extent permitted by law.
			The Company reserves the right to vote shares of a Fund held in any segregated asset account, including any
			Separate Account, in its own right, to the extent permitted by law.
		(b)	The Company shall be responsible for assuring that the proxy votes for Fund shares held by its Separate
			Accounts are calculated as directed by each Registrant and agreed to by the Company and each Registrant. Each
			Registrant agrees to promptly notify the Company of any changes of interpretations or amendments of the
			Mixed and Shared Funding Exemptive Order.
		(c)	Each Registrant will comply with all provisions of the 1940 Act requiring voting by shareholders, and in
			particular each Registrant will either provide for annual meetings (except insofar as the SEC may interpret
			Section 16 of the 1940 Act not to require such meetings) or, as each Registrant currently intends, comply with
			Section 16(c) of the 1940 Act (each Registrant is not one of the Registrant’s described in Section 16(c) of that
			Act) as well as with Sections 16(a) and, if and when applicable, 16(b). Further, each Registrant will act in
			accordance with the SEC's interpretation of the requirements of Section 16(a) with respect to periodic elections
			of directors or trustees and with whatever rules the SEC may promulgate with respect thereto.

11	.	Indemnification.
		(a)	The Company Parties, in each case solely to the extent relating to such party’s responsibilities hereunder, agree
			to indemnify and hold harmless the Registrants, the Funds, the Distributor and each of their directors, officers,
			employees, agents and each person, if any, who controls the Funds or their investment adviser within the
			meaning of the Securities Act of 1933 ("1933 Act") against any losses, claims, damages or liabilities to which
			the Distributor, the Registrants and/or the Funds or any such director, officer, employee, agent, or controlling
			person may become subject, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof)
			(i) arise out of, or are based upon, the provision of Administrative, Shareholder or Distribution services by the
			Company and/or Company Distributor under this Agreement, (ii) result from a breach of a material provision of
			this Agreement by the Company or Company Distributor (including a breach of any representation or
			warranty), (iii) arise out of or are based upon any untrue statement or alleged untrue statement of any material
			fact contained in the registration statement or prospectus (which shall include an offering memorandum) for the
			Contracts issued by the Company or sales literature for such Contracts (or any amendment or supplement to any
			of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a
			material fact required to be stated therein or necessary to make the statements therein not misleading, provided
			that the agreement to indemnify shall not apply as to the Company if such statement or omission or such alleged
			statement or omission was made in reliance upon and in conformity with information furnished to the Company
			by or on behalf of the Funds for use in the registration statement or prospectus for the Contracts issued by the
			Company or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale
			of such Contracts or Fund shares, (iv) arise out of or as a result of any statement or representations (other than
			statements or representations contained in the registration statement, Prospectus or sales literature of the Funds
			not supplied by the Company or persons under its control) or wrongful conduct of the Company or any of its
			affiliates, employees or agents with respect to the sale or distribution of the Contracts issued by the Company or
			the Funds’ shares, or (v) arise out of any untrue statement or alleged untrue statement of a material fact
			contained in a registration statement, Prospectus or sales literature of any Fund or any amendment thereof or
			supplement thereto or the omission or alleged omission to state therein a material fact required to be stated
			therein or necessary to make the statements therein not misleading if such a statement or omission was made in
			reliance upon information furnished to the Funds by or on behalf of the Company Parties.
			The Company Parties will reimburse any legal or other expenses reasonably incurred by the Registrants, the
			Funds and/or Distributor or any such director, officer, employee, agent, or controlling person in connection with
			investigating or defending any such loss, claim, damage, liability or action; provided, however, that the
			Company Parties will not be liable for indemnification hereunder to the extent that any such loss, claim,
			damage, liability or action arises out of or is based upon the gross negligence or willful misconduct of the
			Registrants, the Funds or Distributor or any such director, officer, employee, agent or any controlling person
			herein defined in performing their obligations under this Agreement.
		(b)	The Funds and the Distributor, in each case solely to the extent relating to such party’s responsibilities
			hereunder, agree to indemnify and hold harmless the Company and Company Distributor and each of their
			directors, officers, employees, agents and each person, if any, who controls the Company within the meaning of
			the 1933 Act against any losses, claims, damages or liabilities to which the Company or Company Distributor,
			and each of their directors, officers, employees, agents or controlling persons may become subject, insofar as
			such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon any
			untrue statement or alleged untrue statement of any material fact contained in the registration statement,
			Prospectus or sales literature of the Funds (or any amendment or supplement to any of the foregoing) or arise
			out of, or are based upon, the omission or the alleged omission to state a material fact required to be stated
			therein or that is necessary to make the statements therein not misleading provided that this agreement to

		indemnify shall not apply to Distributor if such statement or omission or such alleged statement or omission
		was made in reliance upon and in conformity with information furnished to the Distributor or the Registrant or
		the Funds or their designee of any by or on behalf of the Company for use in the registration statement or
		Prospectus for the Funds or in sales literature (or any amendment or supplement) or otherwise for use in the
		registration statement or Prospectus for the Funds or in sales literature (or any amendment or supplement) or
		otherwise for use in connection with the sale of the Contracts or the Funds' shares (ii) arise out of or as a result
		of any statement or representations (other than any statement or representations contained in the registration
		statement, prospectus or sales literature for the Contracts not supplied by Distributor or any employees or agents
		thereof) or wrongful conduct of any Registrant, Funds or the Distributor, or their affiliates, employees or agents
		with respect to the sale or distribution of the Contracts issued by the Company or the Funds' shares, (iii) arise
		out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement,
		prospectus or sales literature covering the Contracts issued by the Company, or any amendment thereof or
		supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated
		therein or necessary to make the statement or statements therein not misleading, if such statement or omission
		was made in reliance upon information furnished to the Company by or on behalf of the Funds, or (v) result
		from a breach of a material provision of this Agreement. Distributor, or its agent will reimburse any legal or
		other expenses reasonably incurred by the Company, or any such director, officer, employee, agent, or
		controlling person in connection with investigating or defending any such loss, claim, damage, liability or
		action; provided, however, that Distributor or its agent will not be liable for indemnification hereunder to the
		extent that any such loss, claim, damage or liability arises out of, or is based upon, the gross negligence or
		willful misconduct of the Company or Company Distributor or their respective directors, officers, employees,
		agents, or any controlling person herein defined in the performance of their obligations under this Agreement.
		The Registrants, the Funds or the Distributor will reimburse any legal or other expenses reasonably incurred by
		the Company Parties or any such director, officer, employee, agent, or controlling person in connection with
		investigating or defending any such loss, claim, damage, liability or action; provided, however, that the
		Registrants, the Funds or Distributor will not be liable for indemnification hereunder to the extent that any such
		loss, claim, damage, liability or action arises out of or is based upon the gross negligence or willful misconduct
		of the Company Parties or any such director, officer, employee, agent or any controlling person herein defined
		in performing their obligations under this Agreement.
(c)		Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such
		indemnified party will, if a claim in respect thereof is to be made against the indemnifying party hereunder,
		notify the indemnifying party of the commencement thereof, but the omission so to notify the indemnifying
		party will not relieve it from any liability that it may have to any indemnified party otherwise than under this
		Section 11. In case any such action is brought against any indemnified party, and it notifies the indemnifying
		party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the
		extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and
		after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof,
		the indemnifying party will not be liable to such indemnified party under this Section 11 for any legal or other
		expenses subsequently incurred by such indemnified party in connection with the defense thereof other than
		reasonable costs of investigation.
		This Section 11 shall survive after termination of this agreement.
12	.	Representations and Warranties.
		(a) Representations of the Company. The Company represents and warrants:

(i)	that it (A) is a life insurance company organized under the laws of the State of Connecticut, (B) is in good
	standing in that jurisdiction, (C) is in material compliance with all applicable federal and state insurance
	laws, (D) is duly licensed and authorized to conduct business in every jurisdiction where such license or
	authorization is required, and will maintain such license or authorization in effect at all times during the
	term of this Agreement, and (E) has full authority to enter into this Agreement and carry out its obligations
	pursuant to its terms;
(ii)	that it is authorized under the Contracts to (A) provide administrative, recordkeeping and shareholder
	services to the Contracts, and (B) facilitate transactions in the Funds through the Accounts; and
(iii) The Company acknowledges that, pursuant to Form 24f-2, the Funds are not required to pay fees to the SEC
	for registration of their shares under the 1933 Act with respect to shares issued to Separate Accounts that
	are unit investment trusts that offer interests that are registered under the 1933 Act and on which a
	registration fee has been or will be paid to the SEC ("Registered Separate Accounts"). The Company agrees
	to provide the Funds each year within 60 days of the end of the Funds’ fiscal year, or when reasonably
	requested by the Funds, information as to the number of shares purchased by Registered Separate Accounts
	and Separate Accounts the interests of which are not registered under the 1933 Act. The Company
	acknowledges that the Funds intend to rely on the information so provided and represents and warrants that
	such information shall be accurate.
(b) Representations of Company Distributor. Company Distributor represents and warrants:
(i)	that it (A) is a member in good standing of the FINRA, (B) is registered as a broker-dealer with the SEC, and
	(C) will continue to remain in good standing and be so registered during the term of this Agreement;
(ii)	that it (A) is a limited liability company duly organized under the laws of the State of Delaware, (B) is in
	good standing in that jurisdiction, (C) is in material compliance with all applicable federal, state and
	securities laws, (D) is duly registered and authorized to conduct business in every jurisdiction where such
	registration or authorization is required, and will maintain such registration or authorization in effect at all
	times during the term of this Agreement, and (E) has full authority to enter into this Agreement and carry out
	its obligations pursuant to the terms of this Agreement;
(iii)	Company Distributor acknowledges that, pursuant to this Agreement, Fund shares will not be sold to any
	Plan outside of the Separate Account context; and
(iv)	that it will not, without the written consent of the Distributor, make representations concerning shares of the
	Funds except those contained in the then-current Prospectus and in the current printed sales literature
	approved by either the Fund or Distributor;
(c) Representations of the Registrants. Registrants represent and warrant:
(i)	that the Funds (A) are duly organized under the laws of each State in the manner indicated on Schedule A,
	(B) are in good standing in such jurisdictions, (C) are in material compliance with all applicable federal, state
	and securities laws, and (D) are duly licensed and authorized to conduct business in every jurisdiction where
	such license or authorization is required;

		(ii)	that the shares of the Funds are (A) registered under the 1933 Act, duly authorized for issuance and sold in
			compliance with all applicable federal, state, and securities laws, (B) that the Funds amend their registration
			statements under the 1933 Act and the 1940 Act from time to time as required or in order to effect the
			continuous offering of their shares, and (C) that the Funds have registered and qualified their shares for sale
			in accordance with the laws of each jurisdiction as required by Applicable law;
		(iii)	that it believes in good faith that the Registrants and each of their respective Funds are currently qualified as
			regulated investment companies under Subchapter M of the Tax Code, and will make best efforts to maintain
			each Funds such qualification, and that they will notify the Company immediately upon having a reasonable
			basis for believing that any of the Funds have ceased to so qualify or that any might not qualify in the future;
		(d) Representations of the Distributor. Distributor represents and warrants:
		(i)	that Distributor (A) is a member in good standing of the FINRA, (B) is registered as a broker-dealer with the
			SEC, and (C) will continue to remain in good standing and be so registered during the term of this
			Agreement; and
		(ii)	that (A) Distributor is a limited liability corporation duly organized under the laws of the Delaware; (B)
			Distributor is in good standing in that jurisdiction, (C) Distributor is in material compliance with all
			applicable federal, state, and securities laws, (D) Distributor is duly registered and authorized in every
			jurisdiction where such license or registration is required, and will maintain such registration or authorization
			in effect at all times during the term of this Agreement, and (E) Distributor has full authority to enter into
			this Agreement and carry out its obligations pursuant to the terms of this Agreement.
13	.	Further Representations and Warranties Pertaining to 817(h) and Subchapter M of the Tax Code.
		(a) The Registrant, the Funds and the Distributor represent and warrant that: (i) each Registrant will at all times sell
		its shares and invest its assets in such a manner as to ensure that the Contracts will be treated as annuity contracts
		under the Tax Code, and the regulations issued thereunder; (ii) without limiting the scope of the foregoing, each
		Registrant and each Fund thereof will at all times comply with Section 817(h) of the Tax Code and Treasury
		Regulation (S)1.817-5, as amended from time to time, and any Treasury interpretations thereof, relating to the
		diversification requirements for variable annuity contracts and any amendments or other modifications or
		successor provisions to such Section or Regulations; (iii) shares of the Fund(s) will be sold only to Participating
		Insurance Companies and their Separate Accounts and to Qualified Plans; (iv) no shares of any Fund of each
		Registrant will be sold to the general public; (v) each Registrant and each Fund is currently qualified as a
		Regulated Investment Company under Subchapter M of the Tax Code, and that each Fund will maintain such
		qualification (under Subchapter M or any successor or similar provisions) as long as this Agreement is in effect;
		(vi) they will notify the Company immediately upon having a reasonable basis for believing that each Registrant
or any Fund has ceased to comply with the aforesaid Section 817(h) diversification or Subchapter M
		qualification requirements or might not so comply in the future; and (vii) if a Fund or Registrant ceases to
		comply with Section 817(h) diversification, or Subchapter M qualification, said Registrant and/or Fund will take
		all reasonable steps to adequately achieve compliance to said qualifications within the grace periods, if
		applicable, afforded under said regulations.

		(b)	The Company agrees that if the Internal Revenue Service ("IRS") asserts in writing in connection with any
			governmental audit or review of the Company or, to the Company’s knowledge, of any Customer that any Fund
			has failed to comply with the diversification requirements of Section 817(h) of the Tax Code or the Company
			otherwise becomes aware of any facts that could give rise to any claim against each Registrant or Distributor as a
			result of such a failure or alleged failure that: (i) the Company shall promptly notify each Registrant and the
			Distributor of such assertion or potential claim; (ii) the Company shall consult with each Registrant and the
			Distributor as to how to minimize any liability that may arise as a result of such failure or alleged failure; (iii) the
			Company shall use its best efforts to minimize any liability of each Registrant and the Distributor resulting from
			such failure, including, without limitation, demonstrating, pursuant to Treasury Regulations, Section 1.817-
			5(a)(2), to the commissioner of the IRS that such failure was inadvertent; (iv) any written materials to be
			submitted by the Company to the IRS, any Customer or any other claimant in connection with any of the
			foregoing proceedings or contests (including, without limitation, any such materials to be submitted to the IRS
			pursuant to Treasury Regulations, Section 1.817-5(a)(2)) shall be provided by the Company to each Registrant,
			Fund and/or Distributor (together with any supporting information or analysis) within at least two (2) business
			days prior to submission; and (v) the Company shall provide each Registrant and the Distributor with such
			cooperation as each Registrant and the Distributor shall reasonably request (including, without limitation, by
			permitting each Registrant and the Distributor to review the relevant books and records of the Company) in order
			to facilitate review by each Registrant and Distributor of any written submissions provided to it or its assessment
			of the validity or amount of any claim against it arising from such failure or alleged failure.
14	.	Governing Law.
		(a)	This Agreement and all the rights and obligations of the parties shall be governed by and construed under the
			laws of the State of New York to the extent such law is not superseded by federal law without giving effect to the
			principles of conflicts of laws and the provisions shall be continuous.
		(b)	This Agreement shall be subject to the provisions of FINRA, the 1933 Act, the Securities and Exchange Act of
			1934 and 1940 Act, and the rules and regulations and rulings thereunder, including such exemptions from those
			statutes, rules and regulations as the SEC may grant (including, but not limited to, the Mixed and Shared
			Funding Exemptive Order), and the terms hereof shall be interpreted and construed in accordance therewith.
15	.	Potential Conflicts.
		(a)	During such time as the Funds engage in Mixed Funding or Shared Funding, the parties hereto shall comply with
			the conditions in this Section 14.
		(b)	The Funds’ Board of Trustees shall monitor the Funds for the existence of any material irreconcilable conflict (i)
			between the interests of owners of variable annuity contracts and variable life insurance policies, and (ii)
			between the interests of owners of variable annuity contracts and variable life insurance policies issued by
			different Participating Life Insurance Companies that invest in the Funds. A material irreconcilable conflict may
			arise for a variety of reasons including: (i) an action by any state insurance regulatory authority; (ii) a change in
			applicable federal or state insurance, tax, or securities laws or regulations, or a public ruling, private letter ruling,
			no-action or interpretive letter, or any similar action by insurance, tax, or securities regulatory authorities; (iii) an
			administrative or judicial decision in any relevant proceeding; (iv) the manner in which the investments of any
			Fund are being managed; (v) a difference in voting instructions given by variable annuity and variable life
			insurance contract owners; or (vi) a decision by a Participating Insurance Company to disregard the voting
			instructions of owners of variable annuity contracts and variable life insurance policies.

(c)	The Company agrees that it shall report any potential or existing conflicts of which it is aware to the Funds’
	Board of Trustees. The Company will be responsible for assisting the Board of Trustees in carrying out its
	responsibilities under the Mixed and Shared Funding Exemptive Order, or, if the Funds are engaged in Mixed
	Funding or Shared Funding in reliance on Rule 6e-2, 6e-3(T), or any other regulation under the 1940 Act, the
	Company will be responsible for assisting the Board of Trustees in carrying out its responsibilities under such
	regulation, by providing the Board with all information reasonably necessary for the Board to consider any issues
	raised. This includes, but is not limited to, any obligation by the Company to inform the Board whenever
	Contract owner or Plan Participant voting instructions are disregarded. The Company shall carry out its
	responsibilities under this Section 14(c) with a view only to the interests of the Contract owners or Plan
	Participants.
(d)	The Company agrees that in the event that it is determined by a majority of the Board of Trustees or a majority
	of the Funds’ disinterested Trustees that a material irreconcilable conflict exists, the Company shall, at its
	expense and to the extent reasonably practicable (as determined by a majority of the disinterested Trustees of the
	Board), take whatever steps are necessary to remedy or eliminate the irreconcilable material conflict, up to and
	including: (i) withdrawing the assets allocable to some or all of the Separate Accounts from the Funds or any
	Fund and reinvesting such assets in a different investment vehicle, including another Fund of the investment
	company, or submitting the question as to whether such segregation should be implemented to a vote of all
	affected Contract owners or Plan Participants and, as appropriate, segregating the assets of any appropriate
	group (i.e., annuity contract owners or life insurance contract owners of contracts issued by one or more
	Participating Insurance Companies), that votes in favor of such segregation, or offering to the affected Contract
	owners or Plan Participants the option of making such a change; and (ii) establishing a new registered
	management investment company or managed separate account. If a material irreconcilable conflict arises
	because of the Company’s decision to disregard Contract owners’ or Plan Participants’ voting instructions and
	that decision represents a minority position or would preclude a majority vote, the Company shall be required, at
	the Funds’ election, to withdraw the Separate Accounts' investment in the Funds, provided, however, that such
	withdrawal and termination shall be limited to the extent required by the foregoing material irreconcilable
	conflict as determined by a majority of the disinterested Trustees, and no charge or penalty will be imposed as a
	result of such withdrawal. These responsibilities shall be carried out with a view only to the interests of the
	Contract owners or Plan Participants. A majority of the disinterested Trustees of the Funds shall determine
	whether or not any proposed action adequately remedies any material irreconcilable conflict, but in no event will
	the Registrants or any of the Funds investment advisers or the Distributor be required to establish a new funding
	medium for any Contract. The Company shall not be required by this Section 14(d) to establish a new funding
	medium for any Contract if any offer to do so has been declined by vote of a majority of Contract owners or Plan
	Participants materially adversely affected by the material irreconcilable conflict.
(e)	If a material irreconcilable conflict arises because a particular state insurance regulator’s decision applicable to
	the Company conflicts with the majority of other state regulators, then the Company will withdraw the Separate
	Account(s)’ investment in each Fund and terminate this Agreement within six months after the Board informs
	the Company in writing that it has determined that such decision has created an irreconcilable material conflict;
	provided, however, that such withdrawal and termination shall be limited to the extent required by the foregoing
	material irreconcilable conflict as determined by a majority of the disinterested members of the Board. Until the
	end of the foregoing six month period, each Fund shall continue to accept and implement orders by the Company
	for the purchase (and redemption) of shares of each Trust.

		(f)	The Company at least annually, shall submit to the Funds’ Board of Trustees such reports, materials, or data as
			the Board reasonably may request so that the Trustees may fully carry out the obligations imposed upon the
			Board by the conditions contained in the application for the Mixed and Shared Funding Exemptive Order and
			said reports, materials, and data shall be submitted more frequently if deemed appropriate by the Board.
		(g)	All reports of potential or existing conflicts received by the Funds’ Board of Trustees, and all Board action with
			regard to determining the existence of a conflict, notifying Participating Insurance Companies of a conflict, and
			determining whether any proposed action adequately remedies a conflict, shall be properly recorded in the
			minutes of the Board of Trustees or other appropriate records, and such minutes or other records shall be made
			available to the SEC upon request.
		(h)	The Board of Trustees shall promptly notify the Company in writing of its determination of the existence of an
			irreconcilable material conflict and its implications.
		(i)	The Funds and the Company agree that if and to the extent Rule 6e-2 or Rule 6e-3(T) under the 1940 Act is
			amended or if Rule 6e-3 is adopted in final form, to the extent applicable, the Funds and the Company shall each
			take such steps as may be necessary to comply with the Rule as amended or adopted in final form. If, in the
			future, the Mixed and Shared Funding Exemptive Order should no longer be necessary under Applicable law,
then this Section 14(h) shall continue in effect, and the remainder of Section 14 shall no longer apply.
16	.	Miscellaneous.
		(a)	Amendments. Except as provided in this paragraph 16(a), this Agreement may be amended only by a writing
			signed by all parties, provided however, that any such amendment is undertaken in accordance with the
			applicable domestic state insurance holding company laws.
		(b)	Anti-Money Laundering. Distributor has established and will maintain programs, policies and procedures as
			required by federal, state or local law to detect and prevent money laundering. Company Parties agree to comply
			with the applicable provisions of 31 U.S.C. Section 5318(h), also known as Section 352 of the USA PATRIOT
			Act, and all applicable implementing regulations promulgated by either the Secretary of the United States
			Department of the Treasury or the SEC. Such compliance shall include but not be limited to the development
			and implementation of an anti-money laundering program which includes: (i) “Know Your Customer”
			identification and verification procedures in compliance with implementing regulations promulgated pursuant to
			Section 326 of the USA PATRIOT Act; (ii) Financial transaction monitoring/surveillance procedures to
			determine whether any Customer is engaging in suspicious activities that should be reported to the United States
			Department of the Treasury’s Financial Crimes Enforcement Network; and (iii) A protocol to facilitate
			appropriate federal regulatory examiners obtaining information and records regarding Selling Firm’s anti-money
			laundering program and to conduct inspections for purposes of the program. Company Parties agree not to offer
			or sell interests in any separate account that invests in any Fund to: (i) any investor listed on the United States
			Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) list of prohibited persons, entities, and
			countries, or (ii) a foreign shell bank. A “foreign shell bank” is defined as a bank that (a) does not maintain a
			physical presence in any jurisdiction; and (b) is not (i) an affiliate of a bank that maintains a physical presence,
			and (ii) subject to regulation by the governmental authority that regulates the non-shell bank affiliate. As of the
			date this Agreement is made and entered into, the Company does not believe, nor have any current reason to
			believe, and will, as allowable under state and federal law, immediately notify the Distributor, the Registrants

	and the Funds if the Company comes to have any reason to believe that any of the Company’s Customers that
	invest within Fund(s) shares through the Company are engaged in money-laundering activities or are associated
	with any terrorist and/or other individuals, entities or organizations sanctioned by the United States or any other
	jurisdictions in which the Company does business, or appear on any lists of prohibited persons, entities and/or
	jurisdictions maintained and administered by OFAC. Each party shall cooperate with the others to the extent
	required by law to facilitate implementation of each other's anti-money laundering (AML) program.
(c)	Privacy. Each of the parties to this Agreement has adopted and implemented procedures to safeguard Customer
	information and records that are reasonably designed to: (i) ensure the security and confidentiality of Customer
	records and information; (ii) protect against any anticipated threats or hazards to the security or integrity of
	Customer records and information; (iii) protect against unauthorized access to or use of Customer records or
	information that could result in substantial harm or inconvenience to any Customer; (iv) protect against
	unauthorized disclosure of non-public information to unaffiliated third parties; and (v) otherwise ensure
	compliance with the Gramm-Leach-Bliley Act and SEC Regulation S-P.
(d)	Restrictions on "Excessive Trading." The Funds have adopted policies designed to prevent frequent purchases
	and redemptions of any Fund shares in quantities great enough to disrupt orderly management of the
	corresponding Fund’s investment portfolio. The Company has adopted their own excessive trading policy,
	which is attached as Exhibit II (the “Policy”). The Company does not monitor trading in fund shares on behalf
	of, or in accordance with disclosed policies of, any fund groups; however, the Company monitors individual
	Contract owner or Plan Participant trading in accordance with its Policy.
	The Company will use its best efforts, and shall reasonably cooperate with the Distributor and the Funds, and
	will execute any instructions from the Distributor or the Funds to restrict or prohibit further purchases or
	exchanges of Fund shares by an individual variable Contract owner or Plan Participant who has been identified
	by the Distributor or the Funds as having engaged in transactions in Fund shares that violate market timing
	policies established by the Funds. The parties shall use their best efforts, and shall reasonably cooperate with
	each other to prevent future market timing and frequent trading. Additionally, the parties entered into, or will
	enter into, a separate shareholder information agreement, incorporating the terms of the Policy. The Company
	agrees to provide to the Funds certain shareholder identity and transaction information upon the Fund’s request
	as provided by the shareholder information agreement executed by both parties.
(e)	Provision of NAVs. The Distributor shall use commercially reasonable efforts to provide the Company
	Distributor with timely NAVs. The parties acknowledge that certain events, including, but not limited to, fair
	valuation, computer system failures, and natural catastrophes, may delay the delivery of or require revision to the
	NAVs.
(f)	Damages. The parties agree that, notwithstanding any other provision in this agreement, no party shall be liable
	to another party for any indirect or consequential damages in connection with this agreement, even if the party
	who is liable has been informed in advance of the possibility of such damages.
(g)	Force Majeure. In the event any party is unable to perform its obligations or duties under the terms of this
	Agreement because of acts of God, strikes, riots, acts of war, equipment failures, or power or other utility failures
	or damage or other cause reasonably beyond its control, such party will not be liable for any and all losses,
	damages, costs, charges, counsel fees, payments, expenses or liability to any other party resulting from such

	failure to perform its obligations or duties under this Agreement or otherwise from such causes. In any such
	event, the relevant party will be excused from any further performance and observance of the obligations so
	affected (and from any related indemnity obligations under this Agreement) for as long as such circumstances
	prevail provided each party uses commercially reasonable efforts to recommence performance or observance as
	soon as practicable.
(h)	Notices. All notices and other communications hereunder shall be given or made in writing and shall be
	delivered personally, or sent by facsimile, express delivery or registered or certified mail, postage prepaid, return
	receipt requested, to the party or parties to whom they are directed at the following address, or at such other
	addresses as may be designated by notice from such party to all other parties.
To the Company:
Voya Retirement Insurance and Annuity Company
One Orange Way
Windsor, CT 06095
If to the Company Distributor:
Voya Financial Partners, LLC
One Orange Way
Windsor, CT 06095
If to the Distributor:
Voya Investments Distributor, LLC
7337 E. Doubletree Ranch Road
Suite 100
Scottsdale, AZ 85258
Attn: Robert Terris
If to the Registrants or Funds:
Voya funds
7337 E. Doubletree Ranch Road
Suite 100
Scottsdale, AZ 85258
Attn: Legal Department
Any notice, demand or other communication given in a manner prescribed in this Subsection (d) shall be deemed to have been
delivered on receipt.
(i)	Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and
	their respective permitted successors and assigns.
(j)	Counterparts. This Agreement may be executed in any number of counterparts, all of which taken together shall
	constitute one agreement, and any party hereto may execute this Agreement by signing any such counterpart.

(k) Severability. In case anyone or more of the provisions contained in this Agreement should be invalid, illegal or

unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein

shall not in any way be affected or impaired thereby.

(l) Redemption Fees. The parties agree that transactions in the Funds pursuant to the terms of this Agreement are not

subject to any redemption fees that may otherwise be required by the Funds; provided however that upon

Distributor's written request, the Company will implement such redemptions fees in a time frame and manner

mutually acceptable to all parties.

(m) Records. The parties agree that all documents, reports, records, books, files, accounting statements, invoices for

services and other materials developed or maintained by the Company under or related to this Agreement shall be

the sole property of the Company. The Company shall keep and maintain or cause to be kept and maintained full

and complete documentation and records related to the services provided hereunder, including the accounting

necessary to support charges for services. The Company shall maintain custody of said documentation and

records and shall make them available to the other parties upon reasonable request. The Company and its

applicable domestic state insurance department shall have access to the Company’s books and records pertaining

to the services provided by the Company and the charges billed by or to the Company pursuant to the provisions

of this Agreement.

(n) Company Assets. The parties agree and acknowledge that all funds and invested assets of the Company are the

exclusive property of the Company, held for the benefit of the Company and are subject to the control of the

Company.

(o) Entire Agreement. Except as described below, this Agreement, as amended from time to time as described herein,

supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter hereof and

represents the entire agreement between the parties related to the subject matter described herein.

Notwithstanding the preceding, this Agreement does not supersede or encompass other profit sharing agreements

that do not constitute management or service agreements entered into between the parties. Furthermore, this

Agreement does not supersede the Rule 22c-2 agreement dated effective October 16, 2007. Such agreements are

not incorporated by reference into this Agreement.

(p) Arbitration. Any controversy, dispute or claim between the Parties arising out of or relating to this Agreement

shall be resolved by binding and final arbitration before three neutral arbitrators selected from the securities

industry. The arbitration shall be conducted in accordance with the Federal Arbitration Act (Title 9 of the U.S.

Code) and administered by the American Arbitration Association (“AAA”) in accordance with AAA’s

Commercial Arbitration Rules then in affect at the time arbitration is demanded. One arbitrator shall be named by

each party within 30 days of the date on which arbitration is demanded and the third shall be appointed by the two

party-appointed arbitrators within 30 days of the date on which the last party-appointed arbitrator is named, or, if

they should fail to agree on the third arbitrator, by AAA. The arbitration proceeding shall be held in New York

City. Judgment on the award of the arbitrators may be entered by any court having jurisdiction. The proceedings

shall be confidential, except as may be necessary to enforce the award. Each Party shall be responsible for its

own expenses.

IN WITNESS WHEREOF, the undersigned have executed this Agreement by their duly authorized officers as of the

date first written above.

VOYA RETIREMENT INSURANCE AND	VOYA INVESTMENTS DISTRIBUTOR, LLC
ANNUITY COMPANY
By: /s/ Lisa Gilarde	By: /s/ Huey P. Falgout, Jr.
Name: Lisa Gilarde	Name: Huey P. Falgout, Jr.
Title: Vice President	Title: Secretary
Date: 7/27/16	Date: 7/28/16
VOYA FINANCIAL PARTNERS, LLC	ON BEHALF OF THE REGISTRANTS
By: /s/ Lisa Gilarde	By: /s/ Huey P. Falgout, Jr.
Name: Lisa Gilarde	Name: Huey P. Falgout, Jr.
Title: Vice President	Title: Secretary
Date: 7/27/16	Date: 7/28/16

Schedule A

Current Non-Retail, Open-End Registered Investment Companies (“Registrants”)

Voya Balanced Portfolio

Voya Government Money Market Portfolio

Voya Intermediate Bond Portfolio

Voya Investors Trust

Voya Partners, Inc.

Voya Strategic Allocation Portfolios, Inc.

Voya Variable Funds

Voya Variable Insurance Trust

Voya Variable Portfolios, Inc.

Voya Variable Products Trust

Schedule B
Funds and Fees
Funds: Except as otherwise provided for in this Agreement, this Agreement shall apply to all of the classes of all non-retail,
insurance dedicated funds distributed by Distributor that, in accordance with their respective registration statements, are
available to offer shares of one or more of its series to separate accounts of insurance companies that fund such Plans through
a Contract consistent with the Mixed and Shared Funding Exemptive Order, whether such funds or classes are currently
established or are established hereafter, and whether such shares are currently outstanding or being offered or are offered and
sold in the future (each a “Fund” and collectively, the “Funds” and each a “Class” and collectively the “Classes”, as
applicable). For clarity, Class R6 shares of the Funds are only available to the Company so long as the Company neither
receives nor requests any type of compensation (including servicing, administrative, and revenue sharing payments) from the
Funds, the Distributor or an affiliate of such entities with respect to the Class R6 Shares. Class A and C shares of the Funds
are also not available for purchase under this Agreement.
Except as set forth below, and subject to obtaining any required regulatory approvals, the Funds and the Distributor will pay
no fee or compensation to Company or Company Distributor under this Agreement.
1	.	Distribution 12b-1 Fee:
		(a) Rate and Calculation: Subject to the qualifications below, as compensation for the Distribution Services rendered
		herein, Distributor will pay Company or Company Distributor a quarterly 12b-1 distribution fee at the rate set
		forth in each applicable Fund’s Prospectus and related Rule 12b-1 plan established pursuant to Rule 12b-1 under
		the 1940 Act (“Rule 12b-1 Plan”) (the “Distribution 12b-1 Fee”). To the extent that Company receives a
		Distribution 12b-1 Fee, it will pass the entire amount to the Company Distributor. Company Parties acknowledge
		that any Distribution 12b-1 Fee compensation paid to it will only derive from applicable amounts paid to the
		Distributor from the applicable Fund. Company Parties also acknowledge and agree that the Distributor shall not
		be responsible for the payment of any such fee unless and until the Distributor has received such fee from the
		applicable Fund, and the Company Parties agree to waive payment of such fee unless and until the Distributor has
		received payment from the applicable Fund.
		(b) Payment: Distributor will pay Distribution 12b-1 Fees within 30 days of the end of each calendar quarter and
		shall pay any amounts due for Distribution and Shareholder Services provided up to the termination date, if any,
		of this Agreement, except for the provision set forth in Section 8 of this Agreement.

2	.	Shareholder Servicing Fee:
		(a) The Shareholder Servicing Fee (as defined below) provided pursuant to this Agreement is for the Shareholder
		Services described in this Agreement and is not for or conditioned upon the performance of marketing or other
		distribution-related activities on behalf of the Funds. Subject to the qualifications below, as compensation for the
		Shareholder Services rendered herein, Distributor will pay Company or Company Distributor a quarterly
		shareholder servicing fee at the rate set forth in each applicable Fund’s Prospectus and related shareholder
		servicing plan (whether or not adopted pursuant to Rule 12b-1) (the “Shareholder Servicing Fee”). Company
		Parties acknowledge that any Shareholder Servicing Fee compensation paid to it will only derive from applicable
		amounts paid to the Distributor from the applicable Fund. Company Parties also acknowledge and agree that the
		Distributor shall not be responsible for the payment of any such fee unless and until the Distributor has received
		such fee from the applicable Fund, and the Company Parties agree to waive payment of such fee unless and until
		the Distributor has received payment from the applicable Fund.
		(b) Payment: Distributor will pay shareholder servicing fees within 30 days of the end of each calendar quarter and
		shall pay any amounts due for Distribution and Shareholder Services provided up to the termination date, if any,
		of this Agreement, except for the provision set forth in Section 8 of this Agreement.
3	.	Sub-TA Fee: Company is not compensated for Sub-TA Fees pursuant to this Agreement.

EXHIBIT I
		Procedures for Pricing and Order/Settlement Through National Securities Clearing Corporation's Mutual Fund
Profile System and Mutual Fund Settlement, Entry and Registration Verification System
1	.	As provided in Section 4 of the Fund Participation Agreement, the parties hereby agree to provide pricing information,
		execute orders and wire payments for purchases and redemptions of Fund shares through National Securities Clearing
		Corporation ("NSCC") and its subsidiary systems as follows:
		(a) Distributor or the Funds will furnish to Company Distributor or its affiliate through NSCC's Mutual Fund Profile
		System ("MFPS") (1) the most current NAV information for each Fund, (2) a schedule of anticipated dividend and
		distribution payment dates for each Fund, which is subject to change without prior notice, ordinary income and capital
		gain dividend rates on the Fund's ex-date, and (3) in the case of fixed income funds that declare daily dividends, the
		daily accrual or the interest rate factor. All such information shall be furnished to Company Distributor or its affiliate
		by 7:00 p.m., Eastern Time on each business day that the Fund is open for business (each a “Business Day”).
		Changes in pricing information will be communicated to both NSCC and Company Distributor or its affiliate. If
		Distributor is unable to provide the Company such information by 7:00 p.m., East Coast time, Distributor will
		communicate by phone and/or e-mail with the Company, as soon as reasonably practicable upon learning of such
		inability, regarding the estimated time such data will be available and transmitted. In such event, Distributor will
		continue to communicate by phone and/or e-mail with the Company until it has verified that the data is received by
		the Company.
		(b) Upon receipt of Fund purchase, exchange and redemption instructions for acceptance as of the time at which a Fund's
		NAV is calculated as specified in such Fund's prospectus ("Close of Trading") on each Business Day ("Instructions"),
		and upon its determination that there are good funds with respect to Instructions involving the purchase of Shares,
		Company Distributor or its affiliate will calculate the net purchase or redemption order for each Fund. Orders for net
		purchases or net redemptions derived from Instructions received by the Company Distributor or its affiliate prior to
		the Close of Trading on any given Business Day will be sent to the Defined Contribution Interface of NSCC's Mutual
		Fund Settlement, Entry and Registration Verification System ("Fund/SERV") by 5:00 a.m. Eastern Time on the next
		Business Day. Subject to Company Distributor or its affiliate's compliance with the foregoing, Company Distributor
		or its affiliate will be considered the agent of the Distributor and the Funds, and the Business Day on which
		Instructions are received by the Company Distributor or its affiliate in proper form prior to the Close of Trading will
		be the date as of which shares of the Funds are deemed purchased, exchanged or redeemed pursuant to such
		Instructions. Instructions received in proper form by Company Distributor or its affiliate after the Close of Trading on
		any given Business Day will be treated as if received on the next following Business Day. Dividends and capital gains
		distributions will be automatically reinvested at NAV in accordance with the Fund's then current prospectuses. The
		Company Distributor has, and will maintain at all times during the term of this Agreement, appropriate internal
		controls for the segregation of purchases and redemption orders received before the Close of Business from purchase
		and redemption orders received after the Close of Business.
		(c) Company Distributor or its affiliate will wire payment for net purchase orders by the Fund's NSCC Firm Number, in
		immediately available funds, to an NSCC settling bank account designated by the Company Distributor or its affiliate
		no later than 5:00 p.m. Eastern time on the same Business Day such purchase orders are communicated to NSCC. For
		purchases of shares of daily dividend accrual funds, those shares will not begin to accrue dividends until the day the
		payment for those shares is received.

		(d) NSCC will wire payment for net redemption orders by Fund, in immediately available funds, to an NSCC settling
		bank account designed by the Company Distributor or its affiliate, by 5:00 p.m. Eastern Time on the Business Day
		such redemption orders are communicated to NSCC, except as provided in a Fund’s prospectus and statement of
		additional information.
		(e) With respect to (c) and (d) above, if Distributor does not send a confirmation of Company Distributor or its affiliate's
		purchase or redemption order to NSCC by the applicable deadline to be included in that Business Day's payment
		cycle, payment for such purchases or redemptions will be made the following Business Day.
		(f) If on any day Company Distributor or its affiliate or Distributor is unable to meet the NSCC deadline for the
		transmission of purchase or redemption orders, it may at its option transmit such orders and make such payments for
		purchases and redemptions directly to Distributor or Company Distributor or its affiliate, as applicable, as is otherwise
		provided in Section 4 of the Agreement.
		(g) These procedures are subject to any additional terms in each Fund's prospectus and the requirements of Applicable
		law. The Funds reserve the right, at their discretion and without notice, to suspend the sale of shares or withdraw the
		sale of shares of any Fund.
2	.	Company Distributor or its affiliate, Distributor and clearing agents (if applicable) are each required to have entered into
		membership agreements with NSCC and met all requirements to participate in the MFPS and Fund/SERV systems before
		these procedures may be utilized. Each party will be bound by the terms of their membership agreement with NSCC and
		will perform any and all duties, functions, procedures and responsibilities assigned to it and as otherwise established by
		NSCC applicable to the MFPS and Fund/SERV system and the Networking Matrix Level utilized.
3	.	Except as modified hereby, all other terms and conditions of the Agreement shall remain in full force and effect. Unless
		otherwise indicated herein, the terms defined in the Agreement shall have the same meaning as in this Exhibit.

EXHIBIT II

The Voya FinancialTM family of	1. Voya actively monitors fund transfer	2. If Voya determines that an individual
companies (VoyaTM), as	and reallocation activity within its	has made a purchase of a fund
	variable insurance and retirement	within 60 days of a prior round-trip
providers of multi-fund variable	products to identify Excessive Trading.	involving the same fund, Voya will
insurance and retirement	Voya currently defines Excessive	send them a letter warning that
		another sale of that same fund within
products, has adopted this	Trading as:	60 days of the beginning of the prior
Excessive Trading Policy to	a. More than one purchase and sale of	round-trip will be deemed to be
respond to the demands of	the same fund (including money	Excessive Trading and result in a six
	market funds) within a 60 calendar	month suspension of their ability to
the various fund families which	day period (hereinafter, a purchase	initiate fund transfers or reallocations
make their funds available	and sale of the same fund is referred	through the Internet, facsimile, Voice
	to as a “round-trip”). This means two	Response Unit (VRU), telephone
through our variable insurance	or more round-trips involving the	calls to Customer Service, or other
and retirement products	same fund within a 60 calendar day	electronic trading medium that Voya
to restrict excessive fund	period would meet Voya’s definition	may make available from time to
	of Excessive Trading; or	time (“Electronic Trading Privileges”).
trading activity and to ensure		Likewise, if Voya determines that
compliance with Section 22c-2	b. Six round-trips within a 12 month	an individual has made five round-
	period.	trips within a 12 month period, Voya
of the Investment Company Act		will send them a letter warning that
	The following transactions are
of 1940, as amended. Voya’s	excluded when determining whether	another purchase and sale of that
		same fund within 12 months of the
current definition of Excessive	trading activity is excessive:	initial purchase in the first round-trip
Trading and our policy with	a. Purchases or sales of shares	in the prior twelve month period will
respect to such trading activity	related to non-fund transfers (for	be deemed to be Excessive Trading
	example, new purchase payments,	and result in a six month suspension
is as follows:	withdrawals and loans);	of their Electronic Trading Privileges.
		According to the needs of the
	b. Transfers associated with scheduled	various business units, a copy of the
	dollar cost averaging, scheduled	warning letters may also be sent, as
	rebalancing or scheduled asset	applicable, to the person(s) or entity
	allocation programs;	authorized to initiate fund transfers
	c. Purchases and sales of fund shares	or reallocations, the agent/registered
	in the amount of $5,000 or less;	representative or investment adviser
		for that individual. A copy of the
	d. Purchases and sales of funds that	warning letters and details of the
	affirmatively permit short-term	individual’s trading activity may also
	trading in their fund shares, and	be sent to the fund whose shares
	movement between such funds and	were involved in the trading activity.
	a money market fund; and
	e. Transactions initiated by a member
	of the Voya family of insurance
	companies.

3. If Voya determines that an individual	4. Following the six month suspension	6. Each fund available through Voya’s
has used one or more of its products	period during which no additional	variable insurance and retirement
to engage in Excessive Trading,	Excessive Trading is identified,	products, either by prospectus or
Voya will send a second letter to the	Electronic Trading Privileges may	stated policy, has adopted or may
individual. This letter will state that	again be restored. Voya will continue	adopt its own excessive/frequent
the individual’s Electronic Trading	to monitor the fund transfer and	trading policy. Voya reserves
Privileges have been suspended	reallocation activity, and any future	the right, without prior notice,
for a period of six months.	Excessive Trading will result in	to implement restrictions and/or
Consequently, all fund transfers or	an indefinite suspension of the	block future purchases of a fund
reallocations, not just those which	Electronic Trading Privileges.	by an individual who the fund has
involve the fund whose shares were	Excessive Trading activity during the	identified as violating its excessive/
involved in the Excessive Trading	six month suspension period will also	frequent trading policy. All such
activity, will then have to be initiated	result in an indefinite suspension of	restrictions and/or blocking of future
by providing written instructions	the Electronic Trading Privileges.	fund purchases will be done in
to Voya via regular U.S. mail. During		accordance with the directions Voya
the six month suspension period,	5. Voya reserves the right to limit	receives from the fund.
electronic “inquiry only” privileges	fund trading or reallocation
will be permitted where and when	privileges with respect to any
possible. A copy of the letter	individual, with or without prior
restricting future transfer and	notice, if Voya determines that
reallocation activity to regular U.S.	the individual’s trading activity is
mail and details of the individual’s	disruptive, regardless of whether
trading activity may also be sent to	the individual’s trading activity falls
the fund whose shares were involved	within the definition of Excessive
in the Excessive Trading activity.	Trading set forth above. Also, Voya’s
failure to send or an individual’s
failure to receive any warning letter
or other notice contemplated under
	this Policy will not prevent Voya
from suspending that individual’s
	Electronic Trading Privileges or
taking any other action provided for
	in this Policy.