EX-7 8 exhibit24b879.htm EXHIBIT 24(B)(8.79) exhibit24b879.htm - Generated by SEC Publisher for SEC Filing

     Exhibit 24(b)(8.79): Amended and Restated Administrative Services Agreement dated June 1, 2018, between Franklin Templeton Services, LLC, Voya Retirement Insurance and Annuity Company, ReliaStar Life Insurance Company and ReliaStar Life Insurance Company of New York

     Amended and Restated Administrative Services Agreement

Franklin Templeton Services, LLC

Voya Retirement Insurance and Annuity Company ReliaStar Life Insurance Company ReliaStar Life Insurance Company of New York

     THIS AGREEMENT, by and between Franklin Templeton Services, LLC (the "Fund Administrator"), and Voya Retirement Insurance and Annuity Company, ReliaStar Life Insurance Company and ReliaStar Life Insurance Company of New York (each of which is referred to as the "Company"), concerning certain administrative services with respect to each series ("Fund" or "Funds") of Franklin Templeton Variable Insurance Products Trust (the "Trust"), which Funds are specified in the Amended and Restated Participation Agreement, as may be amended from time to time, among the Company, Directed Services LLC ("DSL"), the Trust, and Franklin Templeton Distributors, Inc., dated June 1, 2018 (the "Participation Agreement").

     WHEREAS, the Fund Administrator, Voya Retirement Insurance and Annuity Company ("VRIAC"), Voya Insurance and Annuity Company ("VIAC"), ReliaStar Life Insurance Company ("ReliaStar") and ReliaStar Life Insurance Company of New York ("ReliaStar NY" and, together with VRIAC, VIAC and ReliaStar, the "Voya Parties") (the Fund Administrator and the Voya Parties together, the "Parties"), have previously entered into an Amended and Restated Administrative Services Agreement, dated as of October 3, 2005, together with all subsequent amendments (the "Prior Agreement"); and

     WHEREAS, on June 1, 2018, (the "Closing Date") Voya Financial, Inc. ("Voya"), the ultimate parent company of the Voya Parties, closed a transaction (the "Transaction") in which it sold its interest in VIAC and DSL to Venerable Holdings, Inc. (together, VIAC and DSL are referred to as the "Acquired Parties"); and

     WHEREAS, in connection with the Transaction, VIAC will ultimately be renamed Venerable Insurance and Annuity Company; and

     WHEREAS, in connection with the Transaction, Voya has requested that, effective as of the Closing Date, the Prior Agreement be separated into two separate agreements, between (1) the Fund Administrator and VIAC (a new agreement different and separate from this one), and (2) the Fund Administrator and the Voya Parties other than the Acquired Parties (this Agreement); and

     WHEREAS, the Parties wish to enter into this Agreement by amending and restating the PriorAgreement.

NOW, THEREFORE, the Fund Administrator and the Company agree as follows:

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FT-Voya Amended ASA 2018-06-01.docx

 

1. Administrative Services. Administrative services for the Company's Separate Accounts (the "Account" or "Accounts") which invest in the Funds pursuant to the Participation Agreement, and administrative services for purchasers of variable life and annuity contracts (the "Contracts") issued by the Company through the Accounts, are and shall be the responsibility of the Company. Administrative services with respect to the Funds in which the Accounts invest, and for purchasers of shares of the Funds, are and shall be the responsibility of the Fund Administrator or its affiliates. The Company has agreed to assist the Fund Administrator, as the Fund Administrator may request from time to time, with the provision of administrative services ("Administrative Services") to the Funds, on a sub-administration basis, as they may relate to the investment in the Funds by the Accounts. It is anticipated that the Administrative Services may include, but may not be limited to, the services listed on Schedule A.

2. Administrative Expense Payments. The Fund Administrator recognizes the Company, on behalf of the Accounts, as the shareholder of shares of the Funds purchased under the Participation Agreement on behalf of the Accounts. The Fund Administrator further recognizes that it will derive a substantial administrative convenience by virtue of having the Company be the shareholder of record of shares of the Funds purchased under the Participation Agreement, rather than multiple shareholders having record ownership of such shares. The Fund Administrator recognizes that the Company will provide administrative services necessary to facilitate investment in the Funds.

Inconsideration of the Administrative Services provided by the Company and the administrative convenience resulting to the Fund Administrator described above, the Fund Administrator agrees to pay the Company a fee as set forth in Schedule B.

3. Computation of Administrative Expense Payments. The Fund Administrator will calculate and pay the Company its fee within thirty (30) days after the end of the three-month periods ending in January, April, July and October. Suchpayment will be by wire transfer unless the amount thereof is less than $500. Wire transfers will be sent to the bank account and in the manner specified by the Company. Such wire transfer will be separate from wire transfers of redemption proceeds and distributions. Amounts less than $500 shall be paid by check or by another method acceptable to both parties.

For purposes of this Paragraph 3, the average daily net asset value of the shares of a Fund will be based on the net assets reported by the Trust on behalf of each Fund to the Company. No adjustments will be made to such net assets to correct errors in the net asset value so reported for any day unless such error is corrected and the corrected net asset value per share is reported to the Company before 5:00 p.m. Eastern time on the first Business Day after the day to which the error relates. "Business Day" will mean any day on which the New York Stock Exchange is open for trading and on which the Fund calculates its net asset value pursuant to the rules of the SecuritiesandExchange Commission.

4. Confidentiality of Payment Rate. The Company acknowledges that the rate and amount of payments to be made to the Company under this Agreement are proprietary and confidential information of the Fund Administrator and its affiliates, and that disclosure of this information to third parties may cause damage to Fund Administrator or its affiliates. The Company agrees

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to take any and all reasonable actions to limit disclosure of this information to: (a) only those of its employees, officers, consultants, agents and affiliates who need the information in order to perform their duties, and to notify such persons of the terms of this paragraph; and (b) sponsors of 457 and 403(b) plans that require you to disclose such information as a condition of considering the purchase of Contracts for which Portfolios are investment options. In the event any other party seeks to compel disclosure of confidential information through judicial or administrative process, then the Company shall promptly give the Fund Administrator written notice of such demand and, if requested by the Fund Administrator, shall cooperate in the Fund Administrator's efforts to challenge or limit any such disclosure. Violation of the confidentiality provision shall be grounds for immediate termination of the Agreement by the Fund Administrator in its sole discretion. Nothing in this Agreement shall prevent the Company from disclosing the existence of this Agreement in the Contracts' prospectuses or elsewhere.

5. Nature of Payments. The parties to this Agreement recognize and agree that the Fund Administrator's payments to the Company relate to Administrative Services only and do not constitute payment in any manner for investment advisory services, for costs of distribution of Contracts or of shares of the Fund, or for services that the Company is otherwise required to perform, and that these payments are not otherwise related to investment advisory or distribution services or expenses. The amount of the payments made by the Fund Administrator to the Company under this Agreement shall not be deemed to be conclusive with respect to actual administrative expenses incurred by the Company or savings ofthe Fund Administrator.

6. Notice. Any notice shall be sufficiently given when sent by registered or certified mail to the other party at the address of such party set forth in Schedule C of this Agreement or at such other address as such party may from time to time specify in writing to the other party. The quarterly statements called for in Paragraph 3 above should be sent to the Fund Administrator at the address specified in Paragraph 3.

7. Termination. This Agreement may be terminated upon either: (1) thirty (30) days' written notice from one party to the other party; or (2) upon cessation of investment by the Account in the Fund pursuant to the Participation Agreement.

8. Representation. The Company represents and agrees that it will maintain and preserve all records as required by law to be maintained and preserved in connection with providing the Administrative Services, and will otherwise comply with all laws, rules and regulations applicabletoAdministrative Services.

9. Amendment. This Agreement may be amended only upon mutual agreement of the parties hereto in writing.

10. Assignment. This Agreement shall not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided, however, that such limitation shall not apply should the Fund Administrator cease to be the fund administrator for the Trust and the successor fund administrator for the Trust is willing to assume Fund Administrator's responsibilities hereunder.

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11. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original but all of which will together constitute one and the same instrument.

12. Entire Agreement. This Agreement, together with the attached Schedules, contains the entire agreement among the parties with respect to the matters dealt with herein, and supersedes any prior or inconsistent agreements, documents, understandings or arrangements among the parties with respect to the subject matter of this Agreement.

13. Indemnification. This Agreement will be subject to the indemnification provisions of the Participation Agreement.

14. Arbitration. In the event of a dispute concerning any provision of this Agreement, either party may require the dispute to be submitted to binding arbitration under the commercial arbitration rules of the American Arbitration Association. Each party will pay its own costs and expenses. Judgment upon any arbitration award may be entered by any court having jurisdiction. This Agreement shall be interpreted in accordance with the laws of the state of California and shall be subject to any applicable federal securities laws.

15. Trust Not a Party. The parties to this Agreement acknowledge and agree that the Trust is not directly or indirectly a party to this Agreement. If, however, the Trust shall be so deemed, the parties to this Agreement acknowledge and agree that any liabilities of the Trust arising, directly or indirectly, under this Agreement will be satisfied out of the assets of the Trust and that no trustee, officer, agent or holder of shares of beneficial interest of the Trust or any Fund will be personally liable for such liabilities. No Fund of the Trust will be liable for the obligations or liabilities of any other Fund.

(This space intentionally left blank)

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This Agreement is executed effective as of June 1,2018.

TheFundAdministrator:

FRANKLIN TEMPLETON SERVICES, LLC

By: /s/ Laura Ferguson
Name: Laura Ferguson
Title: President

The Company:

VOYA RETIREMENT INSURANCE AND ANNUITY
COMPANY

By:
Name:
Title:

RELIASTAR LIFE INSURANCE COMPANY

By:
Name:
Title:

RELIASTAR LIFE INSURANCE COMPANY OF NEW

YORK

By:
Name:
Title:

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This Agreement is executed effective as of June 1,2018.

TheFundAdministrator:

FRANKLIN TEMPLETON SERVICES, LLC

By:

Name: Laura Ferguson Title: President
 
 

The Company:

VOYA RETIREMENT INSURANCE AND ANNUITY COMPANY

By: /s/ Scott Stevens Name: Scott Stevens Title: VP

9/5/2018

RELIASTAR LIFE INSURANCE COMPANY

By: /s/ Scott Stevens Name: Scott Stevens Title: VP

9/5/2018

RELIASTAR LIFE INSURANCE COMPANY OF NEW YORK

By: /s/ Scott Stevens Name: Scott Stevens Title: VP

9/5/2018

 

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Schedule A

Administrative Services

Maintenance of Books and Records

  • Assist as necessary to maintain book entry records on behalf of the Funds regarding issuance to, transfer within (via net purchase orders) and redemption by the Accounts of Fund shares.

  • Maintain general ledgers regarding the Accounts' holdings of Fund shares, coordinate and reconcile information, and coordinate maintenance of ledgers by financial institutions and other contract owner service providers.

Communication with the Funds

  • Serve as the designee of the Funds for receipt of purchase and redemption orders from the Account and to transmit such orders, and payment therefore, to the Funds.

  • Coordinate with the Funds' agents respecting daily valuation of the Funds' shares and the Accounts' units.

  • Purchase Orders

Determine net amount available for investment in the Funds.

Deposit receipts at the Funds' custodians (generally by wire transfer). Notify the custodians of the estimated amount required to pay dividends or distributions.

· Redemption Orders

Determine net amount required for redemptions by the Funds. Notify the custodian and Funds of cash required to meet payments.

  • Purchase and redeem shares of the Funds on behalf of the Accounts at the then-current price in accordance with the terms of each Fund's then current prospectus.

  • Assistance in enforcing procedures adopted on behalf of the Trust to reduce, discourage, or eliminate market timing transactions in a Fund's shares in order to reduce or eliminate adverse effects on a Fund or its shareholders.

Processing Distributions from the Funds

  • Process ordinary dividends and capital gains.

  • Reinvest the Funds' distributions.

A-1

 

Reports

  • Periodic information reporting to the Funds, including, but not limited to, furnishing registration statements, prospectuses or private offering memorandum, statements of additional information, reports, solicitations for instructions, disclosure statements, sales or promotional materials and any other filings with the Securities and Exchange Commission with respect to the Accounts invested in the Funds, if necessary.

  • Periodic information reporting about the Funds to contract owners, including necessary delivery of the Funds' prospectus and annual and semi-annual reports.

Fund-related Contract Owner Services

  • Maintain adequate fidelity bond or similar coverage for all Company officers, employees, investment advisors and other individuals or entities controlled by the Company who deal with the money and/or securities of the Funds.

  • Provide general information with respect to Fund inquiries (not including information about performance or related to sales).

  • Provide information regarding performance of the Funds.

  • Oversee and assist the solicitation, counting and voting of contract owner pass-through voting interests in the Funds pursuant to Fund proxy statements.

Other Administrative Support

  • Provide other administrative and legal compliance support for the Funds as mutually agreed upon by the Company and the Funds or the Fund Administrator.

  • Relieve the Funds of other usual or incidental administrative services provided to individual contract owners.

A-2

 

Schedule B

Administrative Expense Payments

The Fund Administrator agrees to pay the Company a fee, computed daily and paid quarterly in arrears, equal to an annual rate as set forth below, applied to the average daily net assets of the shares of the Funds held in the subaccounts of the Accounts. The payment will be computed and paid in the manner described more completely in the Agreement.

          Date of
    Separate Account/   Fee beginningof
# Company Name   Class/Funds of the Trust   periodfor
    Registration Yes/No.   Rate computation of
          fee
1. Voya Retirement All products in the Franklin Flex CapGrowth VIP Fund X.XX% 08/01/13
  Insuranceand following separate Classes 2 and 4    
  Annuity accounts for which Funds Franklin Founding Funds Allocation    
  Company of the Trust are VIP Fund Classes 1, 2 and 4    
    investment options: Franklin Global Real Estate VIP Fund  
    Variable Annuity Account Classes 1and 2    
    B - Yes Franklin Growth and Income VIP Fund  
    Variable Annuity Account Classes 1and2    
    C -Yes Franklin Income VIP Fund Classes    
    Variable Annuity Account 1, 2 and 4    
    D -Yes Franklin Large Cap Growth VIP Fund  
    Variable Annuity Account Classes 1and 2    
    F - No Franklin Mutual Global Discovery VIP    
    Variable Annuity Account Fund Classes 1, 2 and 4    
    I -Yes Franklin Mutual SharesVIP Fund    
      Classes 1, 2 and 4    
2. ReliaStar Life All products in Separate   X.XX% 08/01/13
      FranklinRisingDividendsVIP Fund    
  Insurance Account N for which Classes 1, 2 and 4    
  Company Funds of the Trust are Franklin Small Cap Value VIP Fund    
    investment options      
    Yes Classes 1,2 and 4    
      Franklin Small-Mid Cap Growth VIP    
      Fund Classes 1,2 and 4    
3. ReliaStar Life All products in Separate   X.XX% 08/01/13
      Franklin StrategicIncomeVIPFund    
  Insurance Account NY B for which Classes 1, 2 and 4    
  Company ofNew Funds of the Trust are      
  York investment options Franklin U.S. Government Securities    
    Yes VIP Fund Classes 1and 2    
      Templeton Developing Markets VIP    
      Fund Classes 1, 2 and 4    
      Templeton Foreign VIP Fund    
      Classes 1, 2 and 4    
      Templeton Global Bond VIP Fund    
      Classes 1, 2and 4    
      Templeton GrowthVIP Fund    
      Classes 1, 2 and 4    

 

B

 

  Schedule C
 
  Addresses forNotices
 
 

If to the Company:

Voya Retirement Insurance and Annuity Company ReliaStar Life Insurance Company One Orange Way, C2N

Windsor, CT 06095-4774 Attention: Jacqueline Salamon Legal Department

ReliaStar Life Insurance Company of New York One Orange Way, C2N

Windsor, CT 06095-4774 Attention: Chief Legal Officer Legal Department
 
 

If to the Fund Administrator:

Franklin Templeton Services, LLC One Franklin Parkway, Bldg. 920, 2nd Floor San Mateo, California 94403 Attention: Karen Skidmore
 

With a copy to:

Franklin Templeton Investments One Franklin Parkway, Bldg. 920, 2nd Floor San Mateo, California 94403 Attention: General Counsel

 

c