AMENDMENT NO. 6 TO THE INTERCOMPANY AGREEMENT

This Amendment No. 6, entered into on June 29, 2017 and effective as of July 1, 2017, amends the Intercompany Agreement, dated as of December 22, 2010, as amended (the “Agreement”), by and between Voya Investment Management LLC (“VIM”) and Voya Insurance and Annuity Company (“VIAC”).

WHEREAS, VIM conducts an asset management business through various companies that provides investment advice to and perform administrative services for certain U.S. registered investment companies (“Funds”), including Voya Investment, LLC (“VIL”), an investment adviser for certain Funds; and

WHEREAS, VIAC is an insurance company which offers a variety of insurance products, including variable annuities and which also provides administrative services to various tax-advantaged plans and programs established under Section 401(a), 403(b), 457 or 408 of the Internal Revenue Code (“Code”), certain non-qualified deferred compensation arrangements, and to custodial accounts established under Code Sections 403(b)(7) or 408 (collectively “non-insurance customers”); and

WHEREAS, VIM pays and/or causes its subsidiaries to pay to VIAC the amounts derived from applying the annual rates listed in Amended and Restated Schedule A against the average net assets invested in the funds by VIAC non-insurance customers during the prior calendar month; and

WHEREAS, Schedule A is reviewed at least once each calendar quarter and may be modified at any time by mutual written consent; and

WHEREAS, the parties desire to amend and restate Schedule A.

NOW, THEREFORE, the parties agree as follows:

IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 6 to be executed as of the day and year first above written.

VOYA INVESTMENT MANAGEMENT VOYA INSURANCE

LLC AND ANNUITY COMPANY

By:_/s/Michael Bell________________     By:_/s/Elizabeth Schroeder____________

Name: Michael Bell________________     Name:_ Elizabeth Schroeder ___________

Title: _CFO Voya IM_______________     Title:__Vice President_________________